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                                                                   EXHIBIT 10.74

This document contains confidential information which is not
being provided to the Public.



                               HEMOPHILIA PRODUCT
                           VOLUME COMMITMENT AGREEMENT

         This Hemophilia Product Volume Commitment Agreement is made and entered
into this 19th day of December, 2001, by and between Baxter Healthcare
Corporation, a Delaware corporation, through its BioScience Division, with
offices at One Baxter Parkway, Deerfield, Illinois 60015 (hereinafter referred
to as "Baxter") and Coram, Inc. with offices at 1675 Broadway #900, Denver, CO
80202 (hereinafter referred to as "Purchaser"). Baxter and Purchaser are
collectively referred to hereinafter as the "Parties," or individually as a
"Party."

         WHEREAS Baxter produces and distributes a number of therapeutic protein
products derived from blood plasma and recombinant sources for the treatment of
hemophilia (hereinafter and as defined below, "Therapeutic Products"); and

         WHEREAS Baxter intends to appoint Hemophilia Specialty Pharmacy
Providers to distribute Baxter's Therapeutic Products to hemophilia patients and
provide essential services in support thereof; and

         WHEREAS Purchaser has the management expertise and capital and will
acquire the facilities and systems required to distribute Baxter's Therapeutic
Products to hemophilia patients and provide essential services in support
thereof; and

         WHEREAS Baxter is willing to commit a supply of Therapeutic Products to
Purchaser and to appoint Purchaser as a nonexclusive Hemophilia Specialty
Pharmacy Provider of its Therapeutic Products on the terms and conditions set
forth herein; and

         WHEREAS Purchaser is willing to accept such appointment.

         NOW THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereby agree as follows:

1.       DEFINITIONS

         For purposes of this Agreement, the following terms will have the
following meanings:

1.1      "Affiliate" means, with respect to any Person, any other Person (i)
         that controls, is controlled by or is under common control with such
         specified Person or (ii) which beneficially owns 50% or more of the
         equity securities of such specified Person. For purposes of the
         definition of Affiliate, the term "beneficially owns" means possesses,
         directly or indirectly, the power to vote (or direct the voting of) or
         dispose of (or direct the disposition of) an equity security. For
         purposes of the definition of Affiliate, the term "control" (including
         the terms "controls," "controlled by," and "under common control with")
         means the possession, direct or



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         indirect, of the power to direct or cause the direction of the
         management and policies of a Person, whether through the ownership of
         voting securities, by contract or otherwise.

1.2      "Base Level Product Volumes" means the annual volume of Recombinant
         Hemophilia Product for each year as set forth on Schedule A.

1.3      "Competitor" means (i) those entities listed on Schedule B attached
         hereto and (ii) any person or entity which either itself or through any
         of its affiliates manufactures, or is actively seeking government or
         regulatory approval to manufacture or market, any recombinant or plasma
         derived therapeutic protein product for the treatment of hemophilia
         that could reasonably be expected to serve as substitutes for Plasma
         Based Hemophilia Products and Recombinant Hemophilia Product.

1.4      "Effective Date" means the date of this Agreement, as referenced in the
         first paragraph of this Agreement.

1.5      "Government Program" means any purchasing program that includes
         Therapeutic Products sponsored, financially supported or paid for, in
         whole or in part, by (i) any federal, state or municipal government
         agency, (ii) any covered entity eligible the price discounts pursuant
         to Section 602 of the Veterans' Health Care Act of 1992, or (iii)
         Medicaid, Medicare, Children's Medical Services or other government or
         similar programs.

1.6      "Home Care Patients" means hemophilia and other patients who use or can
         use Therapeutic Products and associated services by having such
         products and services delivered to their homes or to such other
         residence, office or other locations as they may specify.

1.7      "New Therapeutic Products" means therapeutic protein products
         constituting substantial improvements to Therapeutic Products that
         Baxter may introduce from time to time, as well as new therapeutic
         protein products for the treatment of hemophilia that Baxter may
         introduce from time to time.

1.8      "Person" means any individual, corporation, limited liability company,
         partnership, joint venture, association, trust, unincorporated
         organization, governmental body or authority or any other entity.

1.9      "Plasma Based Hemophilia Products" means Hemofil M AHF and FEIBA VH
         Anti-Inhibitor Coagulation Concentrate.

1.10     "Other Products" means commercially available Proplex T Factor IX and
         Bebulin VH Factor IX Complex.

1.11     "Recombinant Hemophilia Product" means Recombinate rAHF.



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1.12     "Territory" means the United States excluding the Commonwealth of
         Puerto Rico and other territories.

1.13     "Therapeutic Products" means Recombinant Hemophilia Product and Plasma
         Based Hemophilia Products.

1.14     "Quarterly Base Level Product Volume" shall mean one-fourth of the Base
         Level Product Volume for the then current calendar year.

2.       APPOINTMENT AND NON-EXCLUSIVITY

2.1      Appointment. Subject to the terms and conditions contained herein,
         Baxter hereby appoints Purchaser and Purchaser hereby accepts an
         appointment as a nonexclusive Hemophilia Specialty Pharmacy Provider of
         Therapeutic Products to Home Care Patients in the Territory. Purchaser
         will sell and distribute Therapeutic Products purchased from Baxter
         hereunder only to Home Care Patients for whom Purchaser holds an active
         prescription and to whom Purchaser provides home care services for the
         treatment of hemophilia. Purchaser will only sell and distribute
         Therapeutic Products directly to Home Care Patients. Without Baxter's
         prior written consent, Purchaser will not, directly or indirectly, (i)
         sell or distribute Therapeutic Products to other Persons for commercial
         re-sale (including distributors and hospitals), (ii) barter or trade
         Therapeutic Products, or (iii) sell or distribute Therapeutic Products
         outside the Territory or otherwise make them available for export.
         Purchaser represents and warrants that all of the entities to whom it
         is currently providing Therapeutic Products for commercial resale and
         for which Baxter has previously consented are set forth in Schedule D,
         attached. Baxter hereby consents to Purchaser continuing to provide
         Therapeutic Products to such entities until the earlier of i) the
         expiration of the initial term of this agreement, or ii) the expiration
         of such arrangements between Purchaser and the other entities listed on
         Schedule D in accordance with their terms as of the effective date of
         this agreement.

2.2      Non-Exclusivity. Purchaser's appointment under this Agreement as a
         Hemophilia Specialty Pharmacy Provider is nonexclusive. Purchaser may
         purchase therapeutic protein products for the treatment of hemophilia
         from suppliers other than Baxter during the term hereof. Baxter may
         sell Therapeutic Products to distributors or providers other than
         Purchaser during the term of this Agreement and may sell or distribute
         directly to users, subject to the provisions of Section 3.2 of this
         Agreement. Baxter reserves the right to appoint other Hemophilia
         Specialty Pharmacy Providers and to sell or distribute Therapeutic
         Products to, without limitation, distributors, hospitals, wholesalers,
         hemophilia treatment centers, hemophilia home care providers and other
         third parties.


3.       TERM AND TERMINATION



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3.1



3.2




3.3



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3.4



3.5




4.       PRICING, PRICING PROTECTION, TERMS AND SUBSTITUTION


4.1      Prices. Purchaser will purchase Therapeutic Products for Home Care
         Patients from Baxter and Baxter will sell Therapeutic Products for Home
         Care Patients to Purchaser at the prices specified in Schedule C. The
         prices specified in Schedule C will be in effect from the Effective
         Date until December 31, 2002. Effective January 1, 2003, Baxter may
         increase the prices specified in Schedule C for



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         calendar year 2002 by up to five percent (5%). On January 1 and for
         each subsequent year this Agreement remains in effect, Baxter may
         increase the prices by up to five (5%) per cent over the prices for the
         previous year except as provided in Section 4.2 below.

4.2      Pricing Protection. Beginning on January 1, 2002, Baxter's prices to
         Purchaser for Recombinant Hemophilia Product under this Agreement will
         not exceed the lowest prices charged by Baxter to any other third party
         provider of Recombinant Hemophilia Product to Home Care Patients who
         purchases similar volumes of Recombinant Hemophilia Product from Baxter
         for Home Care Patients in similar circumstances on an annual basis. In
         the event such prices to another third party provider in such similar
         circumstances become more favorable, Baxter will adjust Purchaser's
         pricing to such more favorable prices effective on a retroactive basis
         to the date such more favorable prices went into effect and will
         provide Purchaser with prompt notice of such adjustment. This Section
         4.2 does not apply to the prices charged in connection with any
         Government Program.

4.3      Terms. Baxter will provide Purchaser with an invoice for payment upon
         the delivery of Therapeutic Products. Payment of an invoice in full
         within thirty (30) days of the invoice date will entitle Purchaser to a
         1% discount off the invoice price. Invoices will be paid in full not
         later than thirty-one (31) days after the invoice date. If unpaid after
         31 days of the invoice date, the invoice will be considered past due
         and will bear a service charge at the rate of 1.0% per month (or the
         highest amount allowed by law, if lower) of the invoiced amount.

4.4      Product Supply: Baxter shall ship the Therapeutic Products to
         Purchaser, FOB Purchaser's facility, freight prepaid. Baxter shall ship
         Purchaser's orders for Therapeutic Products within five (5) business
         days after Baxter's receipt of Purchaser's orders. Baxter shall accept
         returns of Therapeutic Products in accordance with Baxter's Returned
         Good Policy attached hereto as Schedule E.

5.       MINIMUM SUPPLY/PURCHASE COMMITMENTS

5.1      Recombinant Hemophilia Product Minimum Supply/Purchase Commitments. For
         each year this Agreement remains in effect, Baxter will supply
         Purchaser, and Purchaser will purchase from Baxter, the annual Base
         Level Product Volumes of Recombinant Hemophilia Product set forth in
         Schedule A for each year. At the end of any year that this Agreement is
         in effect, if Purchaser's purchases have not met such minimum purchase
         thresholds, Baxter shall provide Purchaser with written notice of the
         unit amount of the shortfall. Purchaser shall have 30 days from receipt
         of such notice to make such purchases of Recombinant Hemophilia Product
         necessary to meet the minimum unit purchase requirements. In the event
         Purchaser breaches this Agreement by failing to satisfy its unit
         purchase commitments for Recombinant Hemophilia Product, as set forth
         under this Section 5.1, then Baxter,



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         in addition to any other relief available to it, will be entitled to
         monetary damages for lost profits for such shortfall. In the event
         Baxter fails to make delivery or repudiates or Purchaser rightfully
         rejects or justifiably revokes acceptance, then with respect to the
         Therapeutic Products involved, Baxter shall either i) offer substitute
         therapeutics (recombinant derived product for Recombinant Hemophilia
         Products, plasma derived product for Plasma Based Hemophilia Products),
         as an accommodation, or ii) Baxter shall pay to the Purchaser an amount
         equal to ten percent (10%) of the then applicable invoice price for the
         Therapeutic Products involved as liquidated damages, which figure shall
         include both incidental and consequential damages. Baxter shall in each
         quarter tender delivery and Purchaser will purchase at least eighty
         percent (80%) of the then applicable Quarterly Base Level Product
         Volume of Recombinate Hemophilia Product for such quarter.

5.2      Adjustments to Base Level Product Volumes. Within five (5) business
         days after each calendar quarter, Purchaser will provide to Baxter a
         written statement of its Base Level Product Volumes adjusted to include
         purchases of Recombinant Hemophilia Product attributable to entities
         acquired by Purchaser during the immediately prior quarter. If the
         acquired entity either has recorded Recombinant Hemophilia Product
         sales or a Base Level Product Volume, Purchaser may elect to receive up
         to 110% of the acquired entities' purchases of Recombinant Hemophilia
         Product in the most recent calendar year prior to their acquisition by
         Purchaser. The total unit volume provided to Purchaser will be
         calculated by identifying recorded sales made by Baxter to the acquired
         entity up to the date of acquisition in the current year and
         subtracting this unit volume from the number of units Purchaser elected
         to receive. This unit volume will be incorporated into the Base Level
         Product Volume for purposes of this Agreement. For acquisitions made
         prior to December 31, 2001, the Base Level Product Volumes adjustment
         will be the in the amount up to 135% of the acquired entity's 2000
         calendar year purchases of Recombinant Hemophilia Product.

5.3      Additional Supply. If Purchaser's forecasted demand for Recombinant
         Hemophilia Product exceeds the Base Level Product Volumes, (subject to
         terms of Sections 6.1 and 10.1), Baxter will use reasonable efforts to
         provide available Recombinant Hemophilia Product to Purchaser to meet
         this excess forecasted demand, on a priority basis. As supply
         increases, Baxter will endeavor to make additional quantities of
         Recombinant Hemophilia Product available to Purchaser to meet increased
         demands arising from the conversion of existing patients to Recombinant
         Hemophilia Product, from the addition of new patients or from the
         increased usage of product by existing patients due to prescribed
         prophylactic dosing or other existing patient requirements. This
         priority commitment shall be on a pro-rata basis among (i) Hemophilia
         Specialty Pharmacy Providers, (ii) firm product supply commitments made
         to customers purchasing under committed volume contracts in effect as
         of the Effective Date ("Prior Committed Volumes"), (iii) product supply
         commitments required by any Government Program ("Government Program



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         Committed Volumes"), and (iv) volume commitments/obligations to PHS
         customers ("PHS Committed Volumes"). In order to be eligible for
         priority under this Section 5.3, Purchaser must notify Baxter of its
         desire to purchase Recombinant Hemophilia Product in amounts exceeding
         the Base Level Product Volumes.

5.4      Supply Constraints. In the event a Force Majeure event described in
         Section 10.1 hereof requires Baxter to limit deliveries and
         redistribute available supply of Recombinant Hemophilia Product, then
         Baxter will be relieved of its Base Level Product Volumes commitment.
         In such an event, Baxter will first make Recombinant Hemophilia Product
         available to meet Purchaser and other Hemophilia Specialty Pharmacy
         Providers' Base Level Product Volumes, the Prior Committed Volumes, the
         Government Program Committed Volumes and the PHS Committed Volumes (all
         four collectively referred to as "Firm Commitments"). If a Force
         Majeure event prevents Baxter from supplying the Firm Commitments, then
         Baxter's available supply will be made available on a pro-rata basis to
         (i) customers with Firm Commitments, (ii) Baxter's emergency needs
         inventory, and (iii) customers with previously accepted firm orders for
         delivery in that quarter. If Baxter's supply of Recombinant Hemophilia
         Product to Purchaser is reduced as a result of pro-rata distribution
         pursuant to this Section 5.4, Purchaser's commitments to purchase
         Recombinant Hemophilia Product set forth in Sections 5.1 will be
         reduced by an equivalent amount.

5.5      Hemofil M AHF Product Supply/Purchase Commitments. Purchaser commits to
         the following minimum purchase requirements for Hemofil M AHF Product:

         a.       Hemofil M AHF Product. For each year this Agreement remains in
                  effect, Baxter will supply Purchaser, and Purchaser will
                  purchase from Baxter, a minimum, the stated quantity of units
                  of Hemofil M AHF product as specified in Schedule C here to.

         b.       After Acquired Businesses. Purchaser's purchase commitments
                  with respect to Hemofil M AHF product under this Section 5.5
                  will include the requirements of any person hereinafter
                  acquired by Purchaser with such inclusion beginning ninety
                  (90) days following the date of their acquisition by
                  Purchaser.

         c.       Notice. At the end of any year that this Agreement is in
                  effect, if Purchaser's purchases of Hemofil M AHF product have
                  not met such minimum purchase thresholds, Baxter shall provide
                  Purchaser with written notice of the unit amount of the
                  shortfall. Purchaser shall have 30 days from receipt of such
                  notice to make such purchases necessary to meet the minimum
                  purchase requirements.

         d.       Purchase Commitment Shortfall. In the event Purchaser breaches
                  this Agreement by failing to satisfy its minimum purchase
                  commitments for



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                  Hemofil M AHF product, as set forth under this Section 5.5.
                  then Baxter, in addition to any other relief available to it,
                  will be entitled to monetary damages for lost profits for such
                  shortfall. In the event Baxter fails to make delivery or
                  repudiates or Purchaser rightfully rejects or justifiably
                  revokes acceptance, then with respect to the Hemofil M AHF
                  product involved, Baxter shall either i) offer substitute
                  therapeutics (plasma derived product for Hemofil M AHF), as an
                  accommodation, or ii) Baxter shall pay to the Purchaser an
                  amount equal to ten percent (10%) of the then applicable
                  invoice price for the Hemofil M AHF product involved as
                  liquidated damages, which figure shall include both incidental
                  and consequential damages.

5.6      New Therapeutic Products. Baxter will make available to Purchaser a
         preferred supply of all New Therapeutic Products at the same time and
         on substantially the same terms and conditions that it makes New
         Therapeutic Products available to Hemophilia Specialty Pharmacy
         Providers, The Parties will negotiate in good faith terms and
         conditions to add New Therapeutic Products to this Agreement upon their
         introduction including mutually agreeable minimum supply and purchase
         commitments. Baxter will use commercially reasonable efforts to make
         additional quantities of New Therapeutic Products available to
         Purchaser to meet increased demands arising from the conversion of
         existing patients to Therapeutic Products, from the addition of new
         patients or from the increased usage of product by existing patients
         due to prescribed prophylactic dosing or other existing patient
         requirements.

6.       PRODUCT FORECASTS, ORDERING PROCEDURES, SALES REPORTING, DATA
         COLLECTION AND RECORD KEEPING

6.1      Forecast. Within five (5) business days after the Effective Date of
         this Agreement, and at least forty-five (45) days prior to each
         succeeding calendar quarter, Purchaser will provide Baxter with a
         written forecast of its anticipated purchases of each Therapeutic
         Product for the next four (4) quarters of this Agreement. Baxter will
         use such forecasts submitted by Purchaser in production planning,
         provided, however, that in no event will any such forecast hereunder
         constitute an order, create any right or expectation in Purchaser or be
         binding in any respect upon Baxter.

6.2      Redistribution Data. Purchaser will use reasonable efforts to provide
         Baxter on a monthly basis non-patient specific clinical information
         regarding Therapeutic Product utilization by Therapeutic Product and
         number of units dispensed by prescribing physician's zip code in the
         previous month, within five (5) business days of month end. Baxter
         agrees that such data will not be disclosed or distributed to any
         outside or third party without Purchaser's written permission and, upon
         Purchaser's prior written request, any reports compiled by Baxter
         solely from Purchaser data will be provided to Purchaser for their
         internal review.



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6.3      Record Keeping. Purchaser will retain sales transaction data for
         Therapeutic Products for a three-year period, such period to commence
         with the date of individual sales.

7.       REGULATORY RESPONSIBILITY

7.1      Labeling. Baxter will be responsible at its sole expense for complying
         with all applicable regulatory requirements relating to the manufacture
         and labeling of Therapeutic Products. Baxter will provide all artwork,
         labeling, product inserts and packaging for Therapeutic Products.
         Purchaser will not change the artwork, labels, inserts or packaging for
         Therapeutic Products without Baxter's prior written consent. Each use
         of a trademark, trade name or logo, owned or used by Baxter or its
         affiliated companies, on or in connection with Therapeutic Products
         (other than Purchasers trademarks, trade names and logos) will inure to
         the benefit of Baxter and its parent company. Should any such use vest
         in Purchaser any rights in such a trademark, trade name or logo,
         Purchaser will transfer such right to Baxter or its designee upon
         Baxter's request. Except as provided in this Agreement, Purchaser will
         not use any trademark, trade name, or logo used or claimed by Baxter or
         any confusingly similar trademark, trade name or logo during or after
         the term of this Agreement. Purchaser will be responsible at its sole
         expense for complying with all applicable regulatory requirements
         imposed on Purchaser and relating to Purchaser's possession,
         distribution and sale of Therapeutic Products.

7.2      Recalls. If requested to do so in writing by Baxter, Purchaser will
         cooperate fully with Baxter in recalling or returning any Therapeutic
         Product that Baxter believes should not be sold or used. Purchaser will
         use reasonable efforts to maintain complete and accurate records of all
         Therapeutic Products sold or used by it in order to facilitate
         compliance with this Section 7.2. Purchaser will comply with Baxter's
         written instructions concerning communications with Purchaser customers
         or the public regarding the procedures to be observed during a recall
         or return of any Therapeutic Product. Baxter will reimburse Purchaser
         for the reasonable direct costs of a product recall, including the cost
         of notifying customers; the cost of collection and return of any
         recalled Therapeutic Product up to a maximum of the price Purchaser
         paid Baxter for Therapeutic Product; and actual shipping costs incurred
         from Purchaser's facility to Baxter's facility.

7.3      Complaints. Purchaser will notify Baxter promptly of any complaint it
         receives concerning any Therapeutic Product, or any other information
         it receives relating to the safety and effectiveness of any Therapeutic
         Product.

7.4      Licenses and Records. Purchaser will maintain all pharmacy licenses
         necessary for the purchase and dispensing of prescription therapeutics.
         Upon request, Purchaser will forward a copy of such licenses to Baxter.
         Purchaser will ship or dispense Therapeutic Products pursuant to a
         prescription or authorized purchase order solely



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         in compliance with applicable federal or state laws, regulations and
         orders including pharmacy laws. Purchaser will maintain such pharmacy
         records as are required by applicable federal and state law,
         regulations and orders.

8.       WARRANTY

8.1      Product Warranty. Baxter warrants that any therapeutic product pursuant
         to this Agreement which includes without limitation Therapeutic
         Products, Other Products and New Therapeutic Products, which is shipped
         or delivered to Purchaser will not, at the time of shipment by Baxter,
         be adulterated or misbranded within the meaning of the Federal Food,
         Drug and Cosmetic Act, as amended, nor will such therapeutic product be
         an article which may not, under the provisions of Sections 404 and 505
         of said Act, be introduced into interstate commerce. Baxter further
         warrants that all therapeutic products delivered to Purchaser will have
         been manufactured in accordance with current Good Manufacturing
         Practices promulgated by the federal Food and Drug Administration.
         Baxter and its affiliates represent and warrant that all therapeutic
         products delivered to Purchaser when stored and used in accordance
         with the directions on the labeling are fit for the purposes and
         indications described in the labeling unless the therapeutic product is
         used in accordance with its instructions, these warranties are void and
         of no effect. EXCEPT FOR THE WARRANTIES PROVIDED IN THIS SECTION 8.1,
         BAXTER DISCLAIMS ALL WARRANTIES (EXPRESS OR IMPLIED) WITH REGARD TO THE
         PRODUCT, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND
         FITNESS FOR A PARTICULAR PURPOSE. BAXTER AND ITS AFFILIATES SOLE
         OBLIGATION AND PURCHASER'S EXCLUSIVE REMEDY FOR BREACH OF ANY WARRANTY
         SHALL BE AT BAXTER'S OPTION TO REPAIR OR REPLACE THE THERAPEUTIC
         PRODUCT. NEITHER BAXTER NOR ITS AFFILIATES SHALL BE LIABLE FOR
         PROXIMATE, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES.

8.2      Expiration Dates. All Therapeutic Products and Other Products sold to
         Purchaser will have expiration dates at least six (6) months after the
         shipping date unless otherwise approved in writing by Purchaser.

9.       INDEMNIFICATION

9.1      Baxter's Indemnification of Purchaser. Baxter will at all times during
         the term of this Agreement and thereafter defend, indemnify and hold
         Purchaser and its officers, directors, agents and employees harmless
         from and against any and all claims, suits, damages, liabilities, costs
         and expenses, including but not limited to court costs and reasonable
         attorneys' fees, incurred in connection with any third-party claim
         arising out of this Agreement, including, without limitation, the use
         of any Therapeutic Product by an end-user, except to the extent caused
         by (i) the



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         negligence or intentional misconduct of Purchaser or any of its
         officers, directors, agents or employees: (ii) breach by Purchaser of
         any of the terms of this Agreement: or (iii) acts of Purchaser or any
         of its officers, directors, agents or employees which are outside the
         scope of this Agreement.

9.2      Purchaser's Indemnification of Baxter. Purchaser will at all times
         during the terms of this Agreement and hereafter defend, indemnify and
         hold Baxter and its officers, directors, agents and employees harmless
         from and against any and all claims, suits, damages, liabilities, costs
         and expenses, including but not limited to court costs and reasonable
         attorneys' fees, incurred in connection with any third-party claim
         arising out this Agreement caused by (i) negligence or intentional
         misconduct of Purchaser or any of its officers, directors, agents or
         employees; (ii) breach by Purchaser of any of the terms of this
         Agreement; or (iii) acts of Purchaser or any of its officers,
         directors, agents or employees which are outside the scope of this
         Agreement.

9.3      Indemnification Procedure. A Party seeking indemnification under this
         Section 9.3 will give prompt notice of the claim to the other Party
         and, provided that the indemnifying Party is not contesting the
         indemnity obligation, will permit the indemnifying Party to control any
         litigation relating to such claim and disposition of any such claim
         provided that the indemnifying Party will act reasonably and in good
         faith with respect to all matters relating to the settlement or
         disposition of any claim as the settlement or disposition relates to
         the parties being indemnified under this Section 9.3 and the
         indemnifying Party will not settle or otherwise resolve any claim
         without the prior written consent of the indemnified Party. If the
         indemnified party does not consent to a proposed settlement, the
         indemnified party agrees to assume the full cost of its own defense of
         the action, and may employ its own counsel at its sole cost. The
         indemnified Party will cooperate with the indemnifying Party in its
         defense of any claim for which indemnification is sought hereunder.

9.4      Patent Indemnification. Baxter will indemnify Purchaser for all losses
         arising from, and defend Purchaser against, all charges that
         Purchaser's sale or use of the Products in accordance with their
         labeling infringes the patent(s) of a third party. Baxter will bear
         sole expense of any litigation arising from such alleged infringement
         and will have sole discretion and control with regard to such
         litigation. Purchaser may choose to be represented by its own counsel
         in any such litigation but such representation will be at Purchaser's
         sole expense.

9.5      Compliance With Law. Baxter will fully and accurately report any
         discounts on any invoice, coupon, or statement submitted to Purchaser.
         Purchaser acknowledges that the dollar value of any products or
         services which Purchaser receives but does not pay for will be a
         "discount or other reduction in price" and may be subject to the
         disclosure requirements of Section 1128(b)(3)(A) of the Social
         Security Act, 42



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         U.S.C. Section 1320a-7b(b)(3)(A). Purchaser will disclose this discount
         or reduction in price under any state or federal program that provides
         cost or charge-based reimbursement to the participating institution for
         products or services covered in this Agreement.

10.      FORCE MAJEURE

10.1     Nonperformance of either Party will be excused to the extent the
         nonperforming Party is prevented from performing its obligations under
         this Agreement by extraordinary events, including acts of God, fires,
         earthquakes, strikes and labor disputes, acts of war, civil unrest, the
         acts or intervention of any governmental or regulatory authority,
         material changes in regulatory, product performance or safety
         requirements, reasonable and necessary manufacturing adjustments, slow
         downs and stoppages, facility changes and modifications or a shortage
         of supplies or raw materials. The nonperforming Party will be excused
         from performance for the duration of such events, will promptly notify
         the other Party of the reasons for non-performance and will diligently
         and continuously attempt to resume its performance.

11.      JOINT REVIEW MEETINGS

11.1     Baxter and Purchaser agree to cooperate in good faith to administer the
         terms of this Agreement. To facilitate that cooperation, each Party
         will appoint senior management representative(s) to meet twice each
         year to discuss means for successfully administering this Agreement.
         The schedule, agendas and procedures for such meetings will be mutually
         agreed upon and each Party will be responsible for its own expenses
         incurred from such meetings.

12.      AUDIT PROCEDURE

12.1     In the event either Party to this Agreement has a reasonable basis to
         question the accuracy of any representation, report or information
         provided by the other Party pursuant to this Agreement or the other
         Party's compliance with any provision hereof, then the Party
         questioning the accuracy of the representation, report or information
         or the other Party's compliance with any provision hereof may propose
         in writing to the other Party that an independent accountant,
         reasonably acceptable to the other, perform an audit to determine
         compliance with such provision or the accuracy of the representation,
         report or information. The accountant will provide the Party subject to
         the audit with appropriate assurances that all information it reviews
         and receives pursuant to the audit will be maintained in complete
         confidence and not disclosed to either Party or any other person or
         entity without the express written permission of the Party subject to
         the audit. Upon receipt of such assurances, the Party subject to the
         audit will permit the accountant to conduct an audit of the pertinent
         records to assess, as applicable, compliance with such



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<PAGE>


         provision or the accuracy of the representation, report or information.
         Notice of an audit under this Section 12.1 shall be given at least
         thirty (30) days in advance of said audit and shall include a detailed
         description of the proposed scope of the audit. At the conclusion of
         the audit, the accountant will advise the parties whether such
         provision of the agreement is being complied with or the
         representation, report or information was accurate, and if not, what,
         in its judgment, constitutes noncompliance or what the representation,
         report or information should have been. The entire cost of the audit
         will borne by the Party requesting the audit. In the event the
         accountant determines and issues a written report that a Party is
         noncompliant with a provision hereof or the representation, report or
         information was inaccurate, then the parties shall review such report
         and discuss in good faith appropriate revisions to the representation,
         report or information called into question that was the subject of the
         audit or appropriate actions to remedy such noncompliance. Anything to
         the contrary in this Section 12.1 notwithstanding, a Party may invoke
         the audit protection provided by this Section 12.1 no more than once
         each year during the term of this Agreement.

13.      ARBITRATION

13.1     In the event of any dispute, controversy or claim arising out of or
         relating to this Agreement or to a breach hereof, including
         interpretation, performance or termination, the parties agree to
         proceed as follows:

         a.       Mediation/Third Party Accountant. The parties will commence
                  good faith discussions between their designees toward
                  resolution of such issues. If, after thirty (30) days, the
                  parties are unable to reach a resolution, the parties will
                  within fifteen (15) days make a determination as to whether
                  such issue is to be resolved by a third party accountant. If
                  the parties determine that such issue is to be resolved by a
                  third party accountant, then the issue will be submitted to a
                  firm of independent public accountants with substantial
                  experience in auditing healthcare companies (the "Third Party
                  Accountant") selected by the independent public accountants of
                  Baxter and Purchaser to resolve the dispute. The Third Party
                  Accountant's resolution of the issue will be final and binding
                  upon the parties hereto. All fees and expenses of the Third
                  Party Accountant will be shared equally between the parties.

         b.       Arbitration. Should the parties disagree upon submission of
                  the issue to the Third Party Accountant or make a
                  determination that the issue is not proper for resolution by a
                  Third Party Accountant, such issues will be finally resolved
                  by binding arbitration in accordance with the Center for
                  Public Resources ("CPR") Model Procedure and the CPR
                  Non-Administered Arbitration Rules in effect on the date of
                  this Agreement. The binding arbitration hereunder will be by
                  three independent and impartial arbitrators, one of which will
                  be selected by Baxter, one of which will be selected by



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                  Purchaser and one of which will be selected by the other two
                  chosen arbitrators. The arbitration will be governed by the
                  United States Arbitration Act, 9 U.S.C. Sections 1-16, and
                  judgment upon the award rendered by the arbitrator(s) may be
                  entered by any court having jurisdiction thereof. The place of
                  the arbitration will be Chicago, Illinois. The arbitration
                  will be no more than three full days in length and take place
                  within one hundred and twenty (120) days of the initiation of
                  arbitration. The expense of the arbitration (including,
                  without limitation, the award of attorneys' fees to the
                  prevailing party) will be paid as the arbitrators determine.
                  The arbitrators are not empowered to award punitive or
                  exemplary damages and each party hereby irrevocably waives any
                  right to recover such damages.

         c.       Discovery. In the event of binding arbitration, the parties
                  agree that limited discovery will be allowed in accordance
                  with the Federal Rules of Civil Procedure, Rule 26(a)(1)-(3),
                  as in effect on the Effective Date, which disclosure will be
                  made within sixty (60) days of the initiation of arbitration.
                  All issues regarding compliance with this mandatory disclosure
                  will be decided by the arbitrator(s) pursuant to the Federal
                  Rules of Civil Procedure. 1.2.

         d.       Provisional Remedies. The procedures specified in this
                  Section 13.1 will be the sole and exclusive procedures for the
                  resolution of disputes between the parties arising out of or
                  relating to this Agreement; provided, however, that a party,
                  without prejudice to the above procedures, may file a
                  complaint to seek a preliminary injunction or other
                  provisional judicial relief. Despite such action the parties
                  will continue to participate in good faith in the procedures
                  specified in this Section 13.1.

14.      NOTICES

14.1     Notices pursuant to this Agreement will be in writing and will be
         effective when delivered personally, delivered via telefax receipt
         acknowledged, or upon receipt if sent via United States mail or courier
         service and delivered to:

         If to Purchaser:

                  Coram
                  1675 Broadway #900
                  Denver, CO 80202

                  FAX
                  Attention:   President



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                  with a copy to:

                  Coram
                  1675 Broadway #900
                  Denver, CO 80202
                  Attn: Law Department


                  Purchaser shall designate in writing (and shall provide
                  written updates noting any changes) the person at Purchaser
                  who is responsible for Therapeutic Product supply matters.

         If to Baxter:

                  Baxter Healthcare Corporation
                  BioScience
                  1627 Lake Cook Road
                  Deerfield, Illinois 60015
                  FAX 847.940.
                  Attention: President

                  with a copy to:

                  Baxter Healthcare Corporation
                  One Baxter Parkway
                  Deerfield, Illinois 60015
                  FAX 847.948.2450
                  Attention: General Counsel

15.      ENTIRE AGREEMENT

15.1     This Agreement constitutes the entire and only agreement between the
         Parties relating to the subject matter hereof, and all prior
         negotiations, understandings, representations, or agreements between
         the Parties are hereby superseded. None of the terms or conditions of
         this Agreement will be deemed to be waived or amended unless a written
         waiver or amendment that specifically references this Agreement has
         been signed by the Party to be bound and delivered to the other Party.
         Any such waiver will not be deemed a waiver of any subsequent event, or
         a continuing waiver.

16.      ASSIGNMENT

16.1     This Agreement will be binding upon and inure to the benefit of the
         Parties and their successors and assigns. Any assignment of this
         Agreement by one Party



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         (other than to the purchaser of substantially all of the assets of that
         Party to which this Agreement relates) requires the written consent of
         the other Party. Such consent will not be unreasonably withheld. This
         Section 16.1 will not affect Baxter's right to terminate this Agreement
         under Section 3.5 hereof in the event of a Change in Control as therein
         defined.

17.      GOVERNING LAW

17.1     This Agreement will be governed by the laws of the State of Illinois
         applicable to contracts to be performed in Illinois.

18.      SEVERABILITY

18.1     If any portion of this Agreement is determined by a court of competent
         jurisdiction to be violative of an applicable law or regulation, only
         that portion of this Agreement will be invalidated. All other portions
         of this Agreement will remain in full force and effect.

19.      CONSTRUCTION AND HEADINGS

19.1     The Parties acknowledge and agree that they participated equally in the
         preparation of this Agreement and neither Party will be treated as the
         author for purposes of resolving any ambiguity. The headings of the
         Paragraphs of this Agreement are for reference only and will have no
         effect on interpretation of the terms and conditions of this Agreement.

20.      ACCESS TO BOOKS AND RECORDS

20.1     The Panics agree, to the extent necessary to permit receipt of
         reimbursement for services under this Agreement by either Baxter or
         Purchaser, to make available to the Secretary of Health and Human
         Services, the Comptroller General of the General Accounting Office, or
         their authorized representatives, this Agreement and any books,
         documents and records in their possession relating to the nature and
         extent of the cost of services hereunder fix a period of for (4) years
         after the provision of said services. Each Party will protect the
         confidentiality of any patient medical records and to comply with all
         laws and regulations relating to such records.

21.      CONFIDENTIALITY

21.1     The Parties shall take all reasonable steps and do all things
         reasonably necessary to ensure that any information relating to the
         Therapeutic Products, including the terms of this Agreement or to the
         business of the disclosing Party ("Confidential Information"), that is
         acquired from the disclosing party shall not be disclosed or made use
         of outside this Agreement. The Parties acknowledge that Baxter's notice



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<PAGE>


         under Section 3.2 and/or Purchaser's notice under Section 3.5 may
         constitute material non-public information. The Parties agree to:
         (i) keep such information confidential, (ii) limit its representatives
         who have access to this information, (iii) inform the representatives
         that do have access to this information of the confidential nature of
         this information, and (iv) be responsible for the breach of these
         confidentiality obligations by any if its representatives. Information
         shall not be deemed confidential to the extent it:

                  (i) is already in the receiving party's possession, provided
                  that such information is not known by the receiving party's to
                  be subject to another confidentiality agreement with the
                  disclosing party, or

                  (ii) becomes generally available to the public other than as a
                  result of a disclosure by the receiving party or its
                  representatives in violation of this Agreement, or

                  (iii) becomes available to the receiving parry on a
                  non-confidential basis from a source other than the disclosing
                  party or its representatives, provided that such source is not
                  known by the receiving party to be bound by a confidentiality
                  agreement with the disclosing party.

         The foregoing shall not limit Purchaser's disclosure of the cost of
         Therapeutic Products or the term of this Agreement in connection with
         claims for reimbursement or payor audits. In no event shall Baxter use
         any Confidential Information of Purchaser in connection of the sale or
         distribution of Therapeutic Products by Baxter to Home Care Patients.
         The foregoing shall not apply to information which is required to be
         disclosed pursuant to court order or which in the written opinion of
         legal counsel is required to be disclosed pursuant to federal or state
         law or regulation (including, without limitation, securities laws);
         provided that a reasonable opportunity is afforded the disclosing Party
         to challenge the requirement for such disclosure and/or request
         confidential treatment. This Section 21.1 shall survive any termination
         of this Agreement for a period of three (3) years.

22.      RELATIONSHIP

22.1     Neither Party is in any way the legal representative or agent of the
         other, nor authorized or empowered to assume any obligation of any
         kind, implied or expressed, on behalf of the other Party, without the
         express written consent of the other.

23.      NON-SOLICITATION OF EMPLOYEES

23.1     Neither Baxter BioScience North America Region nor Purchaser shall
         during the term of this agreement and for a period of one (1) year
         after its expiration or early



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         termination directly or indirectly solicit the employees of the other
         for employment or consultation with respect to the sale or provision of
         homecare services involving the Therapeutic Products. To the extent
         that either party hires any former employee of the other, then the
         party hiring such employee shall not induce or otherwise attempt to
         compel the employee, either directly or otherwise, to disclose any
         confidential or proprietary information of his former employer,
         including but not limited to patient information, pricing, and customer
         data.

24.      SUBSTITUTED AGREEMENT

24.1     This agreement is in substitution of the agreement between Baxter
         Healthcare Corporation ("Baxter") and Coram under date of January 1,
         2001, and which term was to expire on December 31, 2001 ("the former
         Agreement"). In consideration of this agreement, Baxter and Coram each
         shall be relieved and discharged from any and all further obligations
         to perform under the former Agreement and shall be fully relieved of
         further liability to the other party arising out of the former
         Agreement from and after December 14, 2001. This shall not terminate or
         otherwise impair the obligations of Baxter and Coram to the other for
         services performed or unpaid invoices for deliveries made prior to
         December 31, 2001.




IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
their duly authorized representatives:

CORAM, INC.                                 BAXTER HEALTHCARE CORPORATION


By: /s/ FRANK GEIGER                        By: /s/ PETER O'MALLEY
    ---------------------------                 -----------------------------
Title: Senior Vice President MM             Title: VP/GM
       ------------------------                    --------------------------
Date: 12/28/01                              Date: 1/7/02
      -------------------------                   ---------------------------



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<PAGE>


                                   SCHEDULE A

                         Recombinant Hemophilia Product

                           Base Level Product Volumes

<Table>
<Caption>
Year                 Base Level Volumes (In Units)
----                 -----------------------------
<S>                  <C>
2001

2002

2003

2004
</Table>



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<PAGE>


                                   SCHEDULE B

                                   Competitors


Alpha Therapeutics (including Affiliates, successors and assigns)
American Red Cross (including Affiliates, successors and assigns)
Aventis Behring (including Affiliates, successors and assigns)
Bayer Corporation (including Affiliates, successors and assigns)
CSL/ZLB (including Affiliates, successors and assigns)
Genetics Institute (including Affiliates, successors and assigns)
Novartis (including Affiliates, successors and assigns)
Novo Nordisk (including Affiliates, successors and assigns)
Octapharma (including Affiliates, successors and assigns)



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<PAGE>
                                   SCHEDULE C

                                     PRICES

            IN EFFECT FROM EFFECTIVE DATE THROUGH DECEMBER 31, 2001

<Table>
<Caption>
    THERAPEUTIC PROTEIN                LIST NUMBER          PRICE/UNIT
    -------------------                -----------          ----------
<S>                              <C>                        <C>
Factor VIII Hemofil* M AHF       060-792:060-793:060-795
Factor VIII Recombinate* rAHF    060-351:060-352:060-353
FEIBA** VH Anti-Inhibitor                922204
Coagulation Concentrate
</Table>

         IN EFFECT BEGINNING JANUARY 1, 2002 THROUGH DECEMBER 31, 2002

                         PRICES AND VOLUME COMMITMENTS

<Table>
<Caption>
                                                                            VOLUME
    THERAPEUTIC PROTEIN                LIST NUMBER          PRICE/UNIT    COMMITMENT
    -------------------                -----------          ----------    ----------
<S>                              <C>                        <C>
Factor VIII Hemofil* M AHF       060-792:060-793:060-795
Factor VIII Recombinate* rAHF    060-351:060-352:060-353
FEIBA** VH Anti-Inhibitor                922204
Coagulation Concentrate
Bebulin VH Factor IX Complex             924402
Proplex T Factor IX                      060-739
</Table>

----------
 * Hemofil, Proplex and Recombinate are trademarks of Baxter International Inc.
   Hemofil and Proplex are registered with the US Patent and Trademark Office.

** FEIBA and Bebulin are trademarks of Baxter AG and are registered with the
   US Patent and Trademark Office.




<PAGE>
                                   SCHEDULE D


                      PURCHASER COMMERCIAL RESALE ACCOUNTS
<PAGE>
                                   SCHEDULE E

                          BAXTER RETURNED GOODS POLICY

Baxter can accept for credit only those Therapeutics and related devices, which
do not perform satisfactorily under the specified condition, Therapeutics and
related devices which may have been damaged during transportation, or which
Customer may have received in error. Due to the biological nature of the
Therapeutics and related devices and the government regulations involved, return
of the Therapeutics and related devices must be authorized before any returns
will be accepted. Customer shall contact Baxter Customer Service for
instructions on the return procedure to be followed.