**STRATEGIC
      SUPPLY****AGREEMENT**




This
      Strategic Supply Agreement (this “ **Agreement** ”)
      is
      entered into as of the 3 rd day of
      April, 2008 (the “ **Effective
      Date** ”),
      by
      and between Lev Pharmaceuticals, Inc., a Delaware corporation (the “ **Buyer** ”)
      and
      Plasma Centers of America, LLC, a Nevada limited liability company
      (“ **Seller** ” ).
      Buyer
      and Seller are referred to collectively herein as the “ **Parties** *.* ”




**RECITALS**




**WHEREAS,** Seller
      owns and operates plasma collection centers at various sites throughout the
      United States and is willing, on the terms and conditions described herein,
      to
      construct and operate three additional plasma collection centers (the
“ **New
      Centers** ”);
      and




**WHEREAS,** in
      accordance with and subject to the terms and conditions of this Agreement,
      including the Seller’s achievements of the operating targets for the New
      Centers, Buyer desires to purchase from the Seller the New Centers and such
      related assets, properties and rights described herein and the Seller desires
      to
      sell such assets, properties and rights, all on the terms and conditions set
      forth herein.




**NOW,
      THEREFORE,** in
      consideration of the premises and the mutual promises herein made, and in
      consideration of the representations, warranties, and covenants herein
      contained, the Parties agree as follows.




**Section
      1.**  **Certain
      Definitions.**





“ Affiliate ”
shall
      mean any subsidiary, parent company, or other legal entity that directly or
      indirectly controls, is controlled by, or is under common control with or of
      a
      Party. For purposes of this definition, “control” means the direct or indirect
      ownership of more than fifty percent (50%) of the profits or earnings of the
      legal entity, or the right or power to direct the policy decisions of the legal
      entity.





“ Applicable
      Laws ”
shall
      mean all applicable federal, state, local and foreign laws, requirements,
      regulations, guidelines, licenses and directives, including applicable current
      Good Manufacturing Practices (“ **cGMPS** ”),
      including all specifications and procedures for plasma sourcing, plasma testing,
      and in process testing and all regulations, specifications, and procedures
      contained therein, including without limitation, all applicable U.S. FDA laws,
      requirements, regulations, guidelines, licenses and directives, including
      applicable cGMPs and the FD&C Act.





“ Foreign
      Regulatory Approvals ”
shall
      mean all necessary regulatory approvals and permits for the operation of a
      Plasma collection facility pursuant any treaties, statues, regulations and
      other
      requirements applicable in the European Union or any member country of the
      European Union.





“ Material
      Adverse Effect ”
shall
      mean any effect or change that would be materially adverse to the business,
      assets, condition (financial or otherwise), operating results, or operations,
      of
      the New Centers and Seller, taken as a whole, or to the ability of any Party
      to
      consummate timely the transactions contemplated hereby.





“ Plasma ”
shall
      mean “Source Plasma” as defined by the United States Food and Drug
      Administration (“ **FDA** ”)
      in 21
      C.F.R. 640.60 that meets the definitions and specifications of Buyer set forth
      in Schedule
      1 (the
“ **Specifications** ”),
      attached hereto and incorporated by reference herein.





“ Qualified
      Center ”
shall
      mean a New Center (defined above) that has satisfied the Operating Benchmarks
      (defined below) within the required timeframes.





[*CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH
      SUCH
      PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***],
      HAS
      BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
      COMMISSION.]


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          1





“ Regulatory
      Approvals ”
shall
      mean all necessary regulatory approvals and permits for the operation of a
      Plasma collection facility, including FDA licensure, IQPP certification, CLIA
      and required state licensing.





**Section
      2.**  **General
      Terms and Obligations**





**2.1**  **Construction
      of New Centers.** Pursuant
      to the terms and conditions of this Agreement, Seller shall design, construct
      and operate the three New Centers. The locations and construction schedule
      for
      each of the New Centers shall be as mutually agreed upon by the Parties by
      action of the Management Committee; provided, however that the Parties hereby
      agree that the schedule for the construction and completion of the New Centers
      shall be as set forth on **Exhibit
      A** to this
      Agreement.





**2.2**  **Management
      Committee.**





(a)  There
      shall be a management committee (the “ **Management
      Committee** ”)
      comprised of a total of three (3) representatives to be appointed by Buyer
      and
      Seller and established within 30 days of the Effective Date. The Parties shall
      notify each other in writing of its selection of persons to serve as its
      representatives on the Management Committee within ten business days from the
      Effective Date. The Management Committee shall be comprised at all times of
      an
      odd number of individuals and the Buyer shall have the right to appoint a
      majority of the members of the Management Committee. If, however, the Management
      Committee must be constituted with a majority of representatives of Seller,
      then
      Management Committee action shall require the consent of all Buyer
      representatives. One of Buyer’s representatives shall act as the Chairman of the
      Management Committee.





(b)  The
      purpose of the Management Committee shall be to oversee the site selection,
      construction and operation of the New Centers prior to acquisition by Buyer,
      including without limitation the establishment of an automated donor management
      system to be used in the New Centers. Within ninety (90) days of the Effective
      Date, the Management Committee shall identify the geographic locations of each
      of the three New Centers contemplated by this Agreement and agree in writing
      as
      to the identity of each of the three New Centers. The maximum number of New
      Centers covered by this Agreement shall be the three New Centers agreed upon
      as
      the New Centers by the Management Committee and absent an express written
      agreement between the Parties, neither Party shall have the right to add an
      additional New Center to the scope of this Agreement in order to replace a
      New
      Center that fails to be deemed a Qualified Center for which a Party elects
      not
      to require the sale or purchase of a Qualified Center. Through its
      representatives on the Management Committee, Buyer shall approve, for all New
      Centers, all lease terms, facility designs, construction schedules, hiring
      of
      management staff, and an automated donor management system to be implemented
      in
      each New Center. The Parties however agree that the facility design of the
      New
      Centers will be substantially similar to the collection centers currently owned
      and operated by Seller from which Buyer has purchased Plasma from Seller
      pursuant to arrangements or agreements independent of this Agreement.
      Notwithstanding the foregoing, the Management Committee shall have the authority
      to require particular specifications for the New Centers, in its sole
      discretion. The Management Committee will have the authority to approve any
      modifications to the construction schedule set forth on **Exhibit
      A** and
      shall certify when the targets incorporated into the construction schedule
      for
      each New Center has been satisfied. As used herein the target dates by which
      each New Center shall commence business operations may be referred to as the
      “ **New
      Center Opening Dates** ”.
      The
      Parties hereby agree that in the event that one or two of the New Centers are
      not opened for business within the time periods established therefore by the
      Management Committee, then unless otherwise agreed to by Buyer, the Buyer’s
      obligations hereunder to (A) purchase Plasma (or Pre-Licensed Plasma) from
      such
      New Center(s) and (B) acquire such New Center(s) shall immediately terminate
      upon Buyer’s written notice. The failure of the Seller to timely secure the
      opening of all New Centers by the New Center Opening Dates specified on **Exhibit
      A** shall be
      grounds for termination of this Agreement pursuant to Section
      9.4 .




[*CONFIDENTIAL
        TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH
        SUCH
        PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***],
        HAS
        BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
        COMMISSION.]


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          2





**2.3**  **Operation
      of the New Centers.** Seller
      shall operate the New Centers in accordance with industry norms, including
      without limitation, those standards relative to employee/staff compensation
      and
      payment of donor fees. In addition, Seller shall comply with the operating
      covenants for the New Centers specified in this Agreement. The New Centers
      shall
      be constructed and operated in a manner that is compliant with all Regulatory
      Approvals, including Foreign Regulatory Approvals and qualify for approval
      by
      the relevant regulatory authorities in the United State and the European
      Union.





**2.4**  **Operating
      Benchmarks.** As
      described throughout this Agreement, certain of Buyer’s obligations are
      conditioned upon the satisfaction by Seller of certain operating benchmarks.
      The
      Parties hereby agree that the operating benchmarks shall be defined as follows
      (the “ **Operating
      Benchmarks** ”):





(a)  Seller
      shall secure all Regulatory Approvals for each New Center within ***
      * ***  months
      from the New Center Opening Date established by the Management Committee for
      each New Center; and





(b)  Seller
      shall achieve and maintain an average collection level of at least ***
      * ***  plasma
      units per ***
      * ***  for a
      period of ***
      * ***  (the
“ **Minimum
      Collections** ”)
      for
      each New Center during the ***
      * ***  period
      commencing on the New Center Opening Date established by the Management
      Committee for each New Center.





**2.5**  **Acquisition
      of New Centers.**





(a)  In
      the
      event Seller achieves all of the Operating Benchmarks described in Section
      2.4 for a
      New Center, Buyer agrees to purchase or authorize a subsidiary to purchase,
      each
      such Qualified Center(s) from Seller upon Seller’s request, in accordance with
      the terms of this Agreement and an asset purchase agreement to be negotiated
      and
      executed by the Seller and either Buyer or the Buyer subsidiary. Notwithstanding
      the foregoing, Seller’s right and Buyer’s obligation pursuant to this Section
      2.5(a) shall
      expire in the event Seller fails to notify Buyer in writing of its request
      to
      proceed with the acquisition prior to the first to occur of (i) the date that
      is ***
      * ***  from
      each New Center Opening Date or (ii) the date that is ***
      * ***  from the
      close of any period of ***
      * ***  during
      which the ***
      * ***  period
      was ***
      * ***  (the
      foregoing timeframe may be referred to herein as the “ **Required
      Acquisition Period** ”).





(b)  Notwithstanding
      the foregoing, however, in the event the Operating Benchmarks are achieved
      for
      one or more New Centers and Seller elects not to cause Buyer to proceed with
      the
      acquisition of such Qualified Center prior to the expiration of the Required
      Acquisition Period (as contemplated by Section
      2.5(a) ),
      Buyer
      shall have the right, exercisable within 30 days of the expiration of the
      Required Acquisition Period, to cause Seller to proceed with the transaction
      to
      sell any such Qualified Center to Buyer on the terms and conditions set forth
      herein





(c)  In
      the
      event the Operating Benchmarks are achieved for one or more New Centers and
      neither Party exercises any of its rights hereunder to proceed with an
      acquisition of a Qualified Center, each such New Center shall no longer be
      subject to the terms and conditions of this Agreement and neither Party shall
      have the further right to require the sale of such New Center. In such an event,
      the Parties may elect to continue sales of Plasma from such New Center pursuant
      to this Agreement, but shall be under no further obligation to do so absent
      a
      further written agreement between the Parties.





(d)  In
      the
      event a Party exercises its rights under this Section
      2.5 with
      respect to one or more Qualified Centers, the Parties will act in good faith
      and
      use their best efforts to negotiate and execute a definitive asset purchase
      agreement for such New Center(s) and to promptly satisfy any and all closing
      conditions agreed upon in such asset purchase agreement within the time periods
      specified in Section
      5.3(a) .
      The
      terms and conditions for the closing of such purchases shall be as defined
      in
      the definitive asset purchase agreement executed by the Parties. An election
      by
      a Party not to require the sale or purchase of a Qualified Center shall not
      affect the Parties’ rights and obligations hereunder with respect to the other
      New Centers covered by this Agreement.




[*CONFIDENTIAL
        TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH
        SUCH
        PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***],
        HAS
        BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
        COMMISSION.]




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          3





(e)  In
      the
      event that the Operating Benchmarks are not achieved within the time frames
      provided for in Section
      2.4 for one
      or more (but less than all) of the New Centers, then Buyer shall have no
      obligation to purchase the New Center(s) for which the Operating Benchmarks
      were
      not achieved. In such an event, Buyer agrees to notify Seller of its election
      not to acquire such a New Center within forty-five (45) days from the date
      Buyer
      determines that the New Center(s) did not satisfy the Operating Benchmarks.
      The
      failure, however, of Buyer to timely notify Seller of such a determination,
      however, shall not be deemed an election by the Buyer to proceed with an
      acquisition of any such non-qualifying New Center or a waiver by Buyer of any
      of
      its rights hereunder, including without limitation, the right not to purchase
      any New Center that has not satisfied all Operating Benchmarks.





(f)  In
      addition, in the event that the Operating Benchmarks are not achieved within
      the
      time frames provided for in Section
      2.4 for a
      New Center, then (i) in addition to any other rights and remedies that Buyer
      shall have pursuant to this Agreement, Buyer shall also have the right to
      acquire such New Center for a total purchase price as set forth in Section
      5.4(b) and (ii)
      Seller shall immediately transfer and assign to Buyer all standard operating
      procedures necessary to operate such New Center for no additional cost. In
      the
      event Buyer elects to exercise its right to acquire a New Center for which
      the
      Operating Benchmarks are not achieved (such New Center being referred to herein
      as a **“Non-Qualified
      Center”** ),
      Buyer
      shall so notify Seller within forty-five (45) days from the date Buyer
      determines that the New Center(s) did not satisfy the Operating Benchmarks
      and
      the Parties shall act in good faith and use their best efforts to negotiate
      and
      execute a definitive asset purchase agreement for such Non-Qualified Center
      and
      to timely satisfy any and all closing conditions agreed upon in such agreement.
      The timing for an acquisition of a Non-Qualified Center shall be as set forth
      in Section
      5.3(b).





**Section
      3.**  **Financial
      Matters**





**3.1**  **Obligations
      of Seller.** At
      all
      times prior to acquisition of the New Centers by Buyer, Seller shall be solely
      responsible for all costs, fees and expenses associated with the cost of
      construction and operation of the New Centers, subject to the payments which
      Buyer may make pursuant to this Section
      3 of this
      Agreement.





**3.2**  **Buyer
      Milestone Payments.** Buyer
      hereby agrees to make the following payments to Seller upon Seller’s achievement
      of the performance targets described herein (the payments set forth below may
      be
      referred to herein as the “ **Performance
      Payments** ”):





(a)  For
      each
      New Center, Buyer shall pay to Seller a payment of ***
      * *** upon the
      execution of a facility lease within the time period established for such action
      by the Management Committee;





(b)  for
      each
      New Center, Buyer shall pay to Seller an amount of ***
      * *** upon the
      issuance of all necessary construction permits for each New Center, within
      the
      time period established for such action by the Management Committee;




(c)  for
      each
      New Center, Buyer shall pay to Seller a payment of ***
      * *** upon the
      completion of construction of such New Center, as certified by Buyer, within
      the
      time period established for such action by the Management Committee;
      and




[*CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH
      SUCH
      PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***],
      HAS
      BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
      COMMISSION.]


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          4





(d)  for
      each
      New Center, Buyer shall pay to Seller an amount of ***
      * *** upon
      Buyer’s certification that such New Center has actually commenced receiving
      donations of Plasma within the time period established for such action by the
      Management Committee.





**3.3**  **Purchase
      Price of Plasma Sales.**





(a)  The
      purchase price of the Plasma purchased by Buyer from each New Center pursuant
      to Section
      4 of this
      Agreement shall be ***
      * *** .
      Commencing on the first to occur of (i) the date that is twelve months from
      each
      New Center Opening Date or (ii) the date that such New Center receives all
      Regulatory Approvals, the purchase price of the Plasma from such New Center
      shall be increased by the Consumer Price Index (CPI) as reported by the United
      States Department of Labor, Bureau of Labor Statistics for the twelve month
      period ending October 31, 2008.




(b)  During
      the period commencing on the New Center Opening Dates and until the date that
      such New Center is issued all necessary Regulatory Approvals, the purchase
      price
      of the Plasma purchased hereunder, which shall be deemed Pre-licensed Plasma
      (as
      defined in Section
      4.2 ),
      shall
      be ***
      * *** of the
      per unit purchase price of the Plasma drawn at each New Center as specified
      in Section
      3.3(a) .
      At such
      time as Seller fulfills its requirement to obtain all Regulatory Approvals
      for
      the New Centers and the Pre-licensed Plasma may be released from holding in
      accordance with Section
      4.3 ,
      Seller
      may render invoices to Buyer relating to shipments of such Pre-licensed Plasma
      in an amount equal to ***
      * *** of the
      purchase price specified in Section
      3.3(a) for the
      quantities of Pre-licensed Plasma shipped to holding. Buyer shall pay the
      undisputed invoices for the amounts contemplated in this Section
      3.3(b) in
      accordance with the provisions of Section
      3.3(c) of this
      Agreement.





(c)  Seller
      shall invoice Buyer for all Pre-licensed Plasma (defined in Section
      4.2 below)
      on a bi-weekly basis. Buyer shall pay undisputed invoices within fifteen days
      of
      receipt of each invoice. Such invoice shall not be dated or submitted prior
      to
      delivery of the underlying Plasma. All Payments shall be made in U.S. Dollars.
      Seller’s invoices shall reflect the actual quantity of the Plasma shipped and
      the price thereof, as computed in accordance with this Agreement.





(d)  In
      the
      event Seller is obligated by any regulatory body or agency or otherwise
      requested or compelled by Buyer at any time during the term of this Agreement
      to
      perform or implement any new testing or other quality procedure not specifically
      contemplated hereunder, the price then in effect under this Agreement shall
      automatically and concurrently be proportionately increased to reflect all
      of
      Seller’s corresponding additional costs, evidence of which shall be provided to
      Buyer upon request. Correspondingly, in the event that Buyer at any time during
      the term of this Agreement reduces or eliminates any testing or other quality
      procedure so as to result in an actual material decrease in Seller’s incurred
      costs to procure, store, provide or supply the Plasma hereunder to Buyer, the
      price then in effect under this Agreement shall be proportionately decreased
      to
      reflect all of Seller’s corresponding savings.





**3.4**  **Termination
      of Obligations Regarding a New Center.**





(a)  In
      the
      event that both Seller and/or Buyer decline to require the sale and purchase
      of
      a New Center (including a Qualified Center) in accordance with the terms of
      this
      Agreement, Buyer’s obligation to purchase, and Seller’s obligation to sell,
      Plasma or Pre-Licensed Plasma (defined in Section
      4.2 below)
      generated from such New Center and Buyer’s obligation to acquire such New Center
      shall terminate effective on the date that Buyer notifies Seller of its
      determination not to acquire such New Center. Effective as of such date, the
      operations of such New Center shall no longer be deemed to be subject to this
      Agreement or the oversight of the Management Committee.




[*CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH
      SUCH
      PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***],
      HAS
      BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
      COMMISSION.]


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          5





(b)  All
      Performance Payments for a particular New Center and, to the extent applicable,
      all payments for Pre-Licensed Plasma (defined in Section
      4.2 below)
      collected at a particular New Center made by Buyer shall be reimbursed in full
      by Seller in the event that the Buyer’s obligation to acquire such New Center is
      terminated due to the non-performance of Seller of any of its obligations
      hereunder, in the event the Operating Benchmarks for such New Center are not
      timely achieved or in the event Seller elects not to sell a Qualified Center
      pursuant to Section
      2.5(a) and
      thereafter Buyer elects not to require the sale of such Qualified Center
      pursuant to Section
      2.5(b) .
      Reimbursement of such amounts shall be due in full within fifteen days of
      Buyer’s request for such payment. Late payments of these amounts shall accrue
      interest at the rate of 16% per annum until paid in full by Seller.





**Section
      4.**  **Purchase
      and Sale of Plasma**





**4.1**  **Purchases.** From
      time to time during the period commencing on each New Center Opening Date and
      until the first to occur of (i) the twelve month anniversary of such New Center
      Opening Date; (ii) the closing date of the Buyer’s acquisition of such New
      Center; (iii) the date of determination by Buyer not to acquire a Non-Qualified
      Center; or (iv) the election by the Parties not to sell a Qualified Center
      pursuant to Section
      2.5 (the
“ **Purchase
      Period** ”),
      Buyer
      shall deliver to Seller a purchase order reflecting the aggregate volume of
      Plasma to be purchased at such time in accordance with the terms of this
      Agreement (a “ **Purchase
      Order** ”).
      Each
      Purchase Order shall specify the quantity of Plasma ordered and the delivery
      dates. All Plasma shall be deliverable in such increments as Seller and Buyer
      may from time to time agree regarding the frequency and schedule for pick-up
      and
      delivery. Seller agrees to use it best efforts to timely deliver the quantities
      of Plasma as agreed hereunder throughout the duration of the Purchase Period.
      Subject to the terms and conditions of this Agreement, commencing on the New
      Center Opening Dates and continuing through the end of the Purchase Period,
      Seller shall sell, and Buyer shall purchase, all of the Plasma collected at
      each
      of the New Centers for the purchase price specified in Section
      3.3 ,
      above.
      During such Purchase Period, the Plasma collected at each New Center shall
      be
      sold exclusively the Buyer.





**4.2**  **Pre-License**  **Purchases.** The
      Parties acknowledge that the purchases of Plasma hereunder shall be deemed
      “ **Pre-Licensed
      Plasma** ”
until
      such time as the Seller obtains all Regulatory Approvals for the New Centers.
      Once Seller obtains the Regulatory Approvals the Pre-Licensed Plasma conforms
      to
      the Specifications, it shall be deemed to be Plasma. Buyer shall only be
      obligated to purchase Pre-Licensed Plasma from Seller pursuant to this Agreement
      for a period of 12 months following each New Center Opening Date. In the event
      that Seller does not obtain all Regulatory Approvals for a New Center within
      the
      foregoing time period, Buyer shall have the right, upon written notice, to
      immediately terminate its obligation to purchase Pre-Licensed Plasma from such
      New Center and Seller shall reimburse Buyer for all amounts paid by Buyer for
      such Pre-Licensed Plasma within fifteen days of Buyer’s notice.





**4.3**  **Delivery.** Except
      as otherwise agreed in writing by the Parties, all deliveries of Plasma shall
      be
      FOB New Center(s) or other facility designated by Seller reasonably acceptable
      to Buyer. The shipping agent or carrier shall be selected and contracted by
      Buyer. Shipments of Pre-Licensed Plasma shall be made from the New Centers
      to a
“holding” location to be specified in writing by Buyer. Pre-Licensed Plasma
      shipped to holding shall be stored and handled in fully compliance with all
      Applicable Laws. Title to the Plasma and risk of loss shall pass from Seller
      to
      Buyer when the Plasma is provided to or placed with Buyer’s shipping agent or on
      a transport carrier. Title to Pre-Licensed Plasma and risk of loss shall pass
      from Seller to Buyer when the Pre-Licensed Plasma is deemed to be Plasma in
      accordance with the terms and conditions of this Agreement. The Seller will
      be
      responsible for all storage charges at the holding facility until all Regulatory
      Approvals have been received for the New Center and the Pre-Licensed Plasma
      is
      subsequently released to the Buyer’s account.




[*CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH
      SUCH
      PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***],
      HAS
      BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
      COMMISSION.]


Page
          6





**4.4**  **Governing
      Documents.** All
      sales of Plasma hereunder shall be subject solely to the terms and provisions
      of
      this Agreement (including all exhibits and schedules) and shall not be subject
      to other terms, conditions or provisions contained in any other purchase order,
      writings, or documents except to the extent a purchase order, writing or
      document sets forth or confirms quantity or schedule for delivery. Furthermore,
      in the event of any inconsistency or discrepancy between the terms and
      conditions of this Agreement and the schedules hereto, or any other record,
      the
      terms of this Agreement shall prevail.





**4.5**  **Records
      and Compliance Matters.** Seller
      shall, at its expense, keep and maintain detailed records pertaining to the
      amount and type of Plasma (including Pre-Licensed Plasma) sold hereunder during
      the term of this Agreement and for a period of 30 years following the date
      of
      termination or expiration of the Agreement. Seller shall transfer such records
      in connection with the consummation of the acquisition of the New Centers,
      as
      contemplated by this Agreement. Such records shall be made available for
      inspection by Buyer during normal business hours, upon reasonable advance
      notice. Inspections by Buyer pursuant to this clause shall be subject to the
      other terms and conditions pertaining to inspections set forth in Section
      14.1 .





**4.6**  **Permits
      and Approvals.** Each
      Party shall obtain all necessary licenses, permits, certificates of origin
      and
      other requisite documents, including approvals and registrations, and pay all
      applicable fees, charges, customs duties and taxes incurred in the performance
      of its obligations under this Agreement. Both Parties shall comply with all
      Applicable Laws, regulations rules, and guidelines pertaining to their
      performances under this Agreement, including but not limited to those set forth
      in the U.S. Code of Federal Regulations, 21 C.F.R. parts 600-640 and any other
      applicable local, state or federal law, regulation or ordinance within the
      United States.





**4.7**  **Storage
      and Handling of Plasma.** Plasma
      and Pre-Licensed Plasma shall be stored, handled, packed and shipped by Seller
      in such a manner as to prevent damage to the Plasma, Pre-Licensed Plasma or
      containers during shipping and in compliance with all Applicable Laws and shall
      be shipped (including to any holding facility designated by Buyer) subject
      to
      such other conditions set forth in the Specifications, and any other written
      instructions provided by Buyer. No Plasma shall be released pursuant to this
      Agreement unless and until such Plasma fully complies with the Specifications
      and Applicable Laws and Seller shall be responsible for ensuring compliance
      with
      all such Specifications.





**4.8**  **New
      Center Supply.** Seller
      will supply and Buyer shall accept Plasma or Pre-Licensed Plasma from New
      Centers only. In the event that a New Center is found by Buyer to be materially
      deficient in its compliance with the applicable procedures or Regulatory
      Approvals (including Foreign Regulatory Approvals), Seller shall have fifteen
      (15) days to provide, in writing, a corrective action plan acceptable to Buyer
      in Buyer’s reasonable discretion. If the action plan is unacceptable or if the
      subject plasma New Center cannot cure the deficiency to Buyer’s satisfaction and
      lawfully provide Plasma within sixty (60) days of any such event, then, at
      Buyer’s option said New Center may be eliminated from this Agreement in all
      respects.





**4.9**  **Buyer
      Approved Testing Center.** Buyer
      and Seller shall agree (within 30 days of the execution of this Agreement)
      upon
      the identity of the vendors to perform viral marker and NAT testing of Plasma
      and Pre-Licensed Plasma (each an “ **Approved
      Testing Center** ”),
      and
      Seller agrees to send any Plasma and Pre-Licensed Plasma provided to Buyer
      pursuant to this Agreement only to Approved Testing Centers.




[*CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH
      SUCH
      PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***],
      HAS
      BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
      COMMISSION.]


Page
          7





**4.10**  **Quality.** Seller
      shall manufacture, process, store, distribute, test, transport, dispose and
      otherwise handle Plasma (and Pre-Licensed Plasma) at all times in compliance
      with all Applicable Laws and the Specifications set forth in Schedule
      1 .
      Any and
      all changes sought by Buyer to the initial Specifications set forth in Schedule
      1 to this
      Agreement shall be sent to Seller for review and approval. Buyer shall advise
      Seller of any and all anticipated changes to specifications as soon as
      practicable so as to provide Seller with as much advance notice as possible.
      Seller shall have fifteen (15) business days to agree to implement such changes.
      Process cost increases resulting from Specification changes requested by Buyer
      or necessitated or advisable in response to regulatory action (or threat
      thereof) shall be borne by Buyer (other than any such changes requested to
      respond to any action or threat thereof by any regulatory agency related to
      the
      operation of a New Center in a manner consistent with the procedures that Seller
      operates other Plasma collection centers, which costs shall be borne by Seller).
      If any New Center is closed as a result of regulatory sanctions placed on Seller
      by the FDA or equivalent foreign regulatory body, or if Seller or any New Center
      receives a warning letter or consent decree from the FDA or equivalent
      regulatory body or any accrediting body, or is otherwise subject to similar
      quality concerns, Seller must notify Buyer immediately and in any event not
      later that five (5) business after the earlier of Seller’s receipt of the
      relevant communication or the date it learns of such quality concern. Seller
      shall not make changes to the key process parameters that require prior approval
      from the FDA or the specifications without prior reasonable notice to Buyer,
      which prior notice shall be at least six (6) months unless otherwise required
      by
      a regulatory body.





**4.11**  **Testing
      and Approval.** With
      respect to each shipment of Plasma (and Pre-Licensed Plasma) to be shipped
      to
      Buyer, Seller shall test such Plasma (and Pre-Licensed Plasma) to ensure
      compliance with the Specifications. Seller shall include a certificate of
      analysis (“ **COA** ”)
      as
      well as all other documentation described in the Specifications with each
      shipment of Plasma disclosing the results of such testing and showing
      conformance with the specifications. Subject to the existence of any latent
      defects, Buyer shall have a period of thirty (30) days from date of its receipt
      of a shipment of Plasma to inspect the delivered Plasma and the accompanying
      COA
      and reject all or part of the corresponding shipment of Plasma for nonconformity
      with the specifications. If Buyer rejects all or part of such shipment, it
      shall
      promptly notify Seller and the provisions of Section
      4.12 below
      shall apply. If after accepting a shipment of Plasma, Buyer subsequently
      discovers latent material defects (including without limitation, nonconformance
      to the specifications) not reasonably discoverable during the acceptance period
      set forth above, Buyer may revoke its acceptance of such shipment of Plasma
      by
      giving written notice and disclosing the nature of any defects to Seller as
      soon
      as practicable after discovering such defects. In such event, such Plasma shall
      be considered to be nonconforming to the extent latent material defects in
      fact
      are present and the provisions of Section
      4.12 below
      shall apply.





**4.12**  **Remedies.** If a
      shipment of any Plasma (and Pre-Licensed Plasma) or any portion thereof fails
      to
      conform to the Specifications or Applicable Laws or is otherwise not as
      warranted or contains latent defects, or that has not been manufactured,
      processed, stored, distributed, tested, transported, disposed of or otherwise
      handled in accordance with Applicable Laws or the specifications, then Buyer
      shall have the right to reject such non-conforming shipment or portion thereof.
      Buyer shall give written notice to Seller of its rejection hereunder, setting
      forth in detail the basis of the rejection, within forty-five (45) days after
      receipt, specifying the grounds for such rejection. The nonconforming shipment
      or portion thereof shall be held for Seller’s disposition, or shall be returned
      to Seller, or destroyed if required by Applicable Law, in each case at Seller’s
      expense, as directed by Seller. Buyer shall not be obligated to buy or pay
      for
      any shipment which does not comply with the specifications or Applicable Laws,
      or is otherwise not as warranted. Buyer shall receive a full credit for any
      rejected shipment, which shall include Buyer’s shipping costs. At Buyer’s
      option, Seller shall at no cost to Buyer, cause within thirty (30) days of
      Buyer’s notice, an equivalent amount of conforming Plasma to be delivered to
      Buyer.




[*CONFIDENTIAL
        TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH
        SUCH
        PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***],
        HAS
        BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]


Page
          8




**Section
      5.**  **Purchase
      of New Centers**





**5.1**  **Acquisition.** In the
      event Seller achieves all of the Operating Benchmarks described in Section
      2.4 for each
      New Center and either Seller or Buyer exercise their rights under Section
      2.5 to
      require a sale and purchase of such Qualified Center(s) in accordance with
      the
      terms of this Agreement and an asset purchase agreement (the “ **New
      Center Purchase Agreement** ”)
      to be
      negotiated and executed by the appropriate parties, then with respect to each
      Qualified Center, the Parties will act in good faith and use their best efforts
      to negotiate and execute the New Center Purchase Agreement for such Qualified
      Center(s) and to promptly satisfy any and all closing conditions agreed upon
      in
      such New Center Purchase Agreement. The terms and conditions for the closing
      of
      such transactions shall be as defined in the New Center Purchase Agreement
      executed by the appropriate parties. In the event that all of the Operating
      Benchmarks are not achieved within the time frames provided for in Section
      2.4 for a
      New Center, Buyer shall have no obligation to purchase any Non-Qualified Center.
      Buyer, however, may exercise its right under Section
      2.5(f) to
      acquire such a Non-Qualified Center. In such event, the obligations of the
      Parties described in this Section
      5.1 shall be
      applicable to an acquisition of a Non-Qualified Center.





**5.2**  **New
      Center Purchase Agreement.** The
      obligation of Buyer to acquire any New Center (whether a Qualified or a
      Non-Qualified Center) is subject in all respect to the terms of the definitive
      New Center Purchase Agreement to be negotiated, drafted, executed and exchanged.
      The New Center Purchase Agreement will describe the specific assets to be
      purchased and/or assigned and the liabilities to be assumed and any other rights
      and obligations of the parties arising out of such transactions. The Parties
      agree to commence negotiations toward the definitive New Center Purchase
      Agreements during the construction phase under this Agreement and to act in
      good
      faith to agree upon the final form of New Center Purchase Agreement in a timely
      manner. The mere failure of the Parties to have agreed upon the final form
      of
      New Center Purchase Agreement prior to any particular target date, absent a
      written agreement to the contrary, shall not be deemed a breach of this
      Agreement absent the bad faith of a Party.





**5.3**  **Timing
      of Acquisitions.**





****  **(a)**  **Acquisitions
      of Qualified Centers.** For
      each
      New Center that is deemed to be a Qualified Center, the Parties will act in
      good
      faith and use their best efforts to consummate the acquisition of such Qualified
      Center(s) within ***
      * *** from the
      date that Seller or Buyer, as the case may be, exercises its right under Section
      2.5 ,
      to
      require a sale and purchase of a Qualified Center. In the event that the Parties
      are not able to consummate an acquisition of a Qualified Center during the
      foregoing time period, either Party may notify the other Party that it considers
      such other Party to be in default of its obligations under this Agreement and
      provide such Party with a period of 30 days within which to cure such default.
      In the event the Parties are not able to consummate such transaction within
      such
      additional 30 day period, such failure may be deemed grounds for termination
      of
      this Agreement and in such an event, the provisions of Sections
      9.4 and 9.5 shall
      apply. Furthermore, in the event the Parties fail to consummate a timely sale
      of
      a Qualified Center, thereafter, the Parties may, but shall have no obligation
      to, agree that Seller shall no longer be subject to the exclusivity conditions
      of this Agreement solely with respect to the Qualified Center for which an
      acquisition was not consummated and the obligations of the Parties with respect
      to purchases and sales of Plasma from such Qualified Center shall be as set
      forth in Section
      2.5(c) .





**(b)**  **Acquisitions
      of Non-Qualified Centers.** For
      any
      New Center that Buyer that is a Non-Qualified Center which Buyer elects to
      acquire in accordance with Section
      2.5(f) ,
      the
      Parties will act in good faith and use their best efforts to consummate the
      acquisition of such Non-Qualified Center(s) within ***
      * *** from the
      date that Buyer exercises its right under Section
      2.5(f) ,
      to
      require a sale and purchase of a Non-Qualified Center. In the event that the
      Parties are not able to consummate an acquisition of a Non-Qualified Center
      during the foregoing time period, Buyer may notify the Seller that it considers
      Seller to be in default of its obligations under this Agreement and provide
      Seller with a period of 30 days within which to cure such default. In the event
      the Parties are not able to consummate such transaction within such additional
      30 day period, such failure may be deemed grounds for termination of this
      Agreement and in such an event, the provisions of Sections
      9.4 and 9.5 shall
      apply. Furthermore, in the event the Parties fail to consummate a timely sale
      of
      a Non-Qualified Center, thereafter, the Parties may, but shall have no
      obligation to, agree that Seller shall no longer be subject to the exclusivity
      conditions of this Agreement solely with respect to the Non-Qualified Center
      for
      which an acquisition was not consummated and the obligations of the Parties
      with
      respect to purchases and sales of Plasma from such Non-Qualified Center shall
      be
      as set forth in Section
      2.5(c) .




[*CONFIDENTIAL
        TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH
        SUCH
        PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***],
        HAS
        BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]


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          9





**5.4**  **Acquisition
      Cost of New Centers.**





**(a)**  **Qualified
      Centers.** The
      purchase price for each Qualified Center to be purchased shall be equal to
      the
      most recent ***
      * *** for such
      Qualified Center, ***
      * *** and
      multiplied by ***
      * *** per
      liter, less all ***
      * *** made by
      Buyer. However, in addition to this acquisition cost, Buyer agrees that that
      its
      cost to acquire (i) cash on hand and current inventory of medical supplies
      will
      be equal to ***
      * *** ,
      subject to a maximum amount of ***
      * *** and (ii)
      Seller’s current inventory of Plasma at such Qualified Center shall be upon the ***
      * *** set
      forth in this Agreement.





**(b)**  **Non-Qualified
      Centers.** The
      purchase price for any Non-Qualified Center to be purchased shall be equal
      to ***
      * *** of the
      purchase price that Buyer would pay pursuant to Section
      5.4(a) of this
      Agreement if the Non-Qualified Center was a Qualified Center. However, in
      addition to this acquisition cost, Buyer agrees that that its cost to acquire
      Seller’s current inventory of Plasma at such Non-Qualified Center shall be upon
      the ***
      * *** set
      forth in this Agreement.





**5.5**  **New
      Center Assets.**





(a)  Pursuant
      to the New Center Purchase Agreement, Seller shall sell, assign, transfer,
      convey and deliver to the Buyer (or Buyer’s subsidiary), and the Buyer (or the
      Buyer subsidiary) shall purchase, acquire and accept from the Seller, all of
      the
      Seller’s right, title and interest in and to the New Centers and the following
      assets related to the New Centers, as shall be more specifically expressed
      in
      the definitive New Center Purchase Agreement (collectively, the “ **New
      Center Assets** ”):
      (i)
      those certain parcels of real property (including all buildings, improvements
      and structures located thereon and all appurtenances thereto) owned or leased
      by
      on which the New Centers are situated; (ii) all of the leasehold interests
      and
      rights of the Seller, including such subleases under the tenant space leases,
      ground leases and other leases of real property; (iii) all fixed assets,
      fixtures, furnishings, furniture, office supplies, tools, machinery and
      equipment owned or leased by the Seller used in the operation of the New
      Centers; (iv) all the plasma inventories and related supplies and all
      inventories of general production supplies used in the operation of the New
      Centers; (v) those approved standard operating procedures, licenses, permits,
      contracts, agreements, arrangements and/or commitments listed in the New Center
      Purchase Agreement; (vi) all business and financial records and personnel and
      donor records relating exclusively to the New Centers; (vii) the Seller’s
      proprietary data bases, donor lists and records, donor center technical guides,
      quality control and training manuals, specialty guides and standard operating
      procedures with respect to the operations of the New Centers; and (viii) all
      good will of the Seller related to the New Centers.





(b)  The
      New
      Center Purchase Agreement shall also provide that the Buyer (or Buyer
      subsidiary) shall assume and shall thereafter pay, discharge and perform in
      the
      ordinary course solely those obligations as identified therein as “Assumed
      Obligations”. The Buyer (or Buyer subsidiary) shall not assume and shall not be
      liable for any liabilities or obligations of the Seller other than as expressly
      identified in the New Center Purchase Agreement as an Assumed Obligation. The
      Seller shall remain responsible for all liabilities and obligations related
      to
      the New Centers arising or accrued prior to the closing date of the transactions
      contemplated by this Section.


[*CONFIDENTIAL
        TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH
        SUCH
        PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***],
        HAS
        BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
        COMMISSION.]




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          10





**  **5.6**  **Exclusivity;
      Required Sale of New Centers.** **





(a)  From
      the
      Effective date and until the first to occur of (1) the closing of the purchase
      of the New Centers or (2) the determination by the Buyer not to proceed with
      the
      acquisition of the New Centers, Seller will not (i) solicit, initiate, or
      encourage the submission of any proposal or offer from any person or entity
      relating to the acquisition of any capital stock, membership interests or other
      voting securities of Seller, or any assets of Seller directly or indirectly
      used
      in the New Centers (including any acquisition structured as a merger,
      consolidation, exchange or purchase of a controlling interest), or (ii)
      participate in any discussions or negotiations regarding, furnish any
      information with respect to, assist or participate in, or facilitate in any
      other manner any effort or attempt by any person or entity to do or seek any
      of
      the foregoing without first complying with the provisions of this Section.
      This
      Section, however, shall not prohibit Seller from engaging in transactions to
      sell assets that are not used, directly or indirectly, in the New Centers or
      that are not otherwise important to the operations of the New Centers. The
      sale
      or transfer of an asset other than an asset used in a New Center shall be deemed
      to be used in or important to the operations of a New Center if, upon the
      consummation of the transaction for the sale or transfer of such assets (or
      a
      series of such transactions occurring within a period of six consecutive
      months), Seller’s operation of any New Center shall be materially and adversely
      impacted.





(b)  If
      during
      the period of exclusivity contemplate by Section
      5.6(a) ,
      Seller
      wishes to enter into any transaction which would result in a change in control
      of Seller (a “ **Proposed
      Transaction** ”),
      Buyer
      shall have the right (but not the obligation) to acquire the New Centers prior
      to the Seller entering into any such agreement relating to a Proposed
      Transaction at an acquisition cost based on the price specified in Section
      5.4(a) above,
      at the run rate of Plasma collections for the three consecutive months
      immediately prior to the date that Seller became aware of such Proposed
      Transaction, unless the New Center that is the subject of such a transaction
      is
      a Non-Qualified Center, in which case the acquisition cost shall be as specified
      in Section
      5.4(b). In the
      event Buyer declines to exercise the right provided for herein, Seller shall
      be
      permitted to proceed with the Proposed Transaction, subject in all respects
      to
      its obligations hereunder and the counterparty to such transaction agreeing
      to
      perform Seller’s obligations under this Agreement and otherwise abide by the
      terms and conditions hereof, inclusive of this Section
      5.6 .





(c)  In
      the
      event Seller becomes aware of a Proposed Transaction, Seller shall immediately
      provide the Buyer with written notice of such potential transaction and in
      no
      event shall Seller proceed with such Proposed Transaction prior to the
      expiration of the time periods described in this Section
      5.6 .
      The
      notice contemplated in this Section
      5.6(c) shall
      provide at a minimum, (i) the timeframe of the Proposed Transaction; (ii) the
      terms of the Proposed Transaction, including the identity of the counterparty
      to
      such Proposed Transaction; and (iii) the rate of Plasma sales from each New
      Center during the three month period ending immediately prior to the date the
      notice is sent.





(d)  Buyer
      shall have a period of thirty (30) from the date of its receipt of such notice
      to notify Seller if it wishes to acquire one or more of the New Centers
      (regardless if any New Center is a Qualified Center as of such date) for a
      acquisition cost based
      on
      the price specified in Section
      5.6(b) .
      In the
      event Buyer elects to require the sale of one or more New Centers, Buyer and
      Seller shall proceed with the transaction in good faith and use their
      commercially reasonable efforts to consummate such transaction within sixty
      (60)
      days from the date Buyer notifies Seller of its election. The terms and
      conditions of this Section
      5 shall
      apply to any transaction subject to this Section
      5.6 .
      In the
      event the Parties are unable to consummate such a transaction, such New Centers
      will continue to be subject to this Agreement unless otherwise provided for
      in
      this Agreement.


[*CONFIDENTIAL
        TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH
        SUCH
        PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***],
        HAS
        BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
        COMMISSION.]




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          11





(e)  In the
      event Buyer declines to purchase all New Centers pursuant to this Section
      5.6 ,
      Seller
      shall be permitted to proceed with the Proposed Transaction. In the event Buyer
      elects to purchase one or more, but less than all New Centers, Seller may
      proceed with the Proposed Transaction only after consummating the sale of the
      New Centers to Buyer. In the event Seller is permitted to proceed with a
      Proposed Transaction and is unable to consummate such transaction within sixty
      (60) days of the date that Buyer has declined to purchase a New Center, Seller
      shall again be subject to the provisions of this Section
      5.6 for any
      subsequent Proposed Transaction. This Section
      5.6 will
      survive the closing of any particular Proposed Transaction and remain applicable
      to any subsequent Proposed Transaction during the period of exclusivity
      specified in Section
      5.6(a) .





**Section
      6.**  **Construction
      of New Centers**




**6.1**  **Description
      of Services** **.** Seller
      shall perform or subcontract for all engineering and construction services
      (hereinafter referred to as the “ **Construction
      Services** ”)
      for
      each of the New Centers. Such Construction Services may include those
      specifically set forth and described in a project plan to be negotiated, drafted
      and agreed upon by the Parties (the “ **Project
      Plan** ”).
      It is
      understood that all Construction Services shall be in accordance with the final
      Project Plan as shall be approved by both Parties. The Project Plan shall
      include detailed specifications as to the construction and operation of the
      New
      Centers, including without limitation a detailed budget for the project and
      a
      timeline for the construction and certification of all New Centers. Commencing
      on the Effective Date, the Parties shall use their commercially reasonable
      efforts and cooperate in the development of the Project Plan for the
      construction of the New Centers and shall jointly agree the final Project Plan
      prior to commencement of construction.




**6.2**  **Seller
      Responsibilities** **.** As
      required for the Construction Services, Seller shall (unless otherwise provided
      herein) subject to the terms and provisions of this Agreement and Project
      Plan:




(a)  
      Furnish supervisors, engineers, designers, draftsmen, and other personnel
      necessary for the preparation of drawings and specifications;




(b)  
      Furnish buyers, inspectors, expediters, and other personnel necessary to procure
      specified equipment per the Project Plan;




(c)  
      Furnish supervisors, foremen, skilled and unskilled labor, and all other
      personnel;




(d)  
      Procure or supply machinery, equipment, materials, expendable construction
      items
      and supplies, related services and contracts;




(e)  
      Obtain all Regulatory Approvals;




(f)  
      Supply the major construction tools and equipment, and where not available,
      procure third party construction tools and equipment, and supply small tools;
      and




(g)   
      Allow access to the work areas for personnel of the Buyer and its agents. All
      Buyer personnel, agents, contractors and subcontractors shall be required to
      follow all Seller safety requirements and training.




[*CONFIDENTIAL
        TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH
        SUCH
        PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***],
        HAS
        BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
        COMMISSION.]


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          12




**6.3****General
      Terms.**




(a)  Seller
      is
      and shall operate as an independent contractor in regards to this Agreement
      and
      not as an agent or employee of Buyer. All Seller’s subcontracts, supply
      agreements, and lease and rental agreements entered into pursuant to this
      Agreement shall contain a provision expressly stating that no contractual
      relationship exists between Buyer and any person, or entity with which Seller
      has entered into a purchasing or contracting relationship. To the extent that
      Seller places purchase orders with vendors, such purchase orders shall only
      be
      placed within the parameters previously approved by the Management Committee
      or
      otherwise with the express written approval of the Management
      Committee.





(b)  Subject
      to the Project Plan and the oversight of the Management Committee, at all times,
      Seller shall be solely responsible for the means, methods, sequences, and
      procedures for the performance of its work under this Agreement. Seller shall
      accept responsibility for its agents, contractors, subcontractors, suppliers,
      and all others it hires or engages to perform or assist in performing the work,
      whether on or off the project site.





(c)  Either
      Party may, through its authorized representative, without invalidating this
      Agreement, request changes within the general Project Plan required by this
      Agreement, by altering, adding to, or deducting from the Services to be
      performed (a “ **Change
      Order** ”).
      A
      Change Order shall not be binding unless agreed to by both Parties.





(d)  Seller
      shall commence the Services as agreed after the date of this Agreement and
      shall
      prosecute the services on a best efforts basis continuously and with due
      diligence in accordance with the schedule agreed upon in the Project Plan.





(e)  As
      soon
      as each New Center is in the opinion of Seller mechanically complete and ready
      for initial start-up operation, Seller shall so notify the Buyer by means of
      a
      Construction Completion Report. This report shall state which New Center Seller
      proposes to demonstrate (meaning to prove or make evident by reasoning or
      adducing evidence) have been mechanically completed in accordance with the
      Project Plan and have passed such tests as may have been required of Seller
      under the Agreement or the Project Plan. Seller shall propose a program for
      such
      demonstrations commencing within a reasonably prompt timeframe after the date
      of
      the notice. Mechanical Completion and the term “mechanically complete” shall
      mean that all components of the New Centers have been properly installed in
      accordance with applicable drawings and specifications, and the New Centers
      are
      demonstrated to be ready for reasonable initial startup.





(f)  Upon
      the
      reasonably satisfactory completion of such demonstration, Seller and the Buyer
      shall sign the Construction Completion Report, stating that Seller has
      demonstrated to the Buyer that the New Center is mechanically complete and
      in a
      condition such that any procedures needed before the New Center is put into
      operation may safely be carried out. Such Construction Completion Report may
      include a reasonable punchlist of items requiring completion before the
      completion of the Construction Services. Mechanical Completion shall not be
      achieved if the punchlist includes substantial items which would hinder the
      Buyer from operating in the space or which would be difficult to correct due
      to
      environmental or other requirements.




**Section
      7.**  **Operational
      Matters Regarding New Centers**





**7.1**  **Affirmative
      Covenants.** With
      respect to the operations of the New Centers, the Seller and its subsidiaries
      will:





(a)  at
      all
      times, operate the New Centers in a reasonable and prudent manner in compliance
      with all Applicable Laws, its FDA-approved Standard Operating Procedures and
      all
      other standards generally practiced in the industry and construct and operate
      the New Centers in a manner that is compliant with all Regulatory Approvals,
      including Foreign Regulatory Approvals, and qualify for approval by the relevant
      regulatory authorities in the United State and the European Union. Consistent
      with the foregoing, the Seller shall use its reasonable efforts consistent
      with
      good business practice to preserve the goodwill of the suppliers, contractors,
      licensors, employees, customers, distributors and others having business
      relations with the Seller.




[*CONFIDENTIAL
        TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH
        SUCH
        PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***],
        HAS
        BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
        COMMISSION.]




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          13





(b)  Pay
      and
      discharge all lawful taxes, assessments and governmental charges or levies
      imposed upon it, upon its income and profits or upon any of its assets, before
      the same shall become in default, as well as all lawful claims for labor,
      materials and supplies which, if unpaid, might become a lien or charge upon
      such
      properties or any part thereof, provided, however, that the Seller will not
      be
      required to pay and discharge any such tax, assessment, charge, levy or claim
      so
      long as (i) the validity, applicability and/or the amount thereof shall be
      contested in good faith by appropriate proceedings, (ii) the Seller, shall
      have
      set aside on its books adequate reserves in accordance with GAAP with respect
      to
      any such tax, assessment, charge, levy or claim so contested, and (iii)
      enforcement of any lien on any assets of the Seller associated with any such
      taxes, assessments, charges, levies or claims shall have been effectively stayed
      or fully bonded pending the final determination of any such
      proceedings.





(c)  Do
      or
      cause to be done all things necessary to preserve and keep in full force and
      affect its corporate existence, rights and franchises and to comply in all
      material respects with all laws, regulations and orders of each governmental
      authority having jurisdiction over it and the New Centers.





(d)  Maintain
      executive and management personnel with substantially the same qualifications
      and experience as the present executive and management personnel.





(e)  Maintain,
      preserve, protect and keep its property, including all New Center Assets, in
      good repair, working order and condition and will, from time to time, make
      all
      necessary and proper repairs, renewals, replacements, betterments and
      improvements thereto.





(f)  Keep
      adequately insured, by financially sound reputable insurers, all New Center
      Assets and other property of a character usually insured by similar corporations
      and carry such other insurance as is usually carried by similar
      corporations.





**7.1**  **Negative
      Covenants.** The
      Seller and its subsidiaries shall not with respect to the New Center and New
      Center Assets:





(a)  make
      any
      material change in its operations, except such changes as may be required to
      comply with any applicable requirements of law;





(b)  make
      any
      contract or commitment concerning the New Centers, including with respect to
      any
      liability or obligation, in excess of $25,000 in the aggregate, except with
      the
      consent of the Management Committee;





(c)  sell,
      lease (as lessor), transfer or otherwise dispose of, or mortgage or pledge,
      or
      impose or suffer to be imposed any encumbrance on, any of the New Center
      Assets;





(d)  institute
      any material increase in any profit-sharing, bonus, incentive, deferred
      compensation, insurance, pension, retirement, medical, hospital, disability,
      welfare or other employee benefit plan with respect to the employees of the
      New
      Centers, other than in the ordinary course or as required by any such plan
      or
      requirements of law;


(e)  make
        any
        general change in the compensation of the employees of the New Centers, other
        than changes made in accordance with normal compensation practices;
 
 (f)  sell
        or
        otherwise transfer any Plasma inventory for the New Centers other than with
        the
        consent of the Buyer;




[*CONFIDENTIAL
        TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH
        SUCH
        PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***],
        HAS
        BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
        COMMISSION.]




Page
          14





(g)  sell,
      transfer or encumber in any manner any New Center or New Center Assets or store
      any New Center Assets with any warehouseman or other third party; or





**  (h)  engage
      in
      any practice, take any action, or enter into any transaction outside the
      ordinary course of business. Without limiting the generality of the foregoing,
      Seller with respect to the New Centers will not otherwise engage in any
      practice, take any action, or enter into any transaction which would cause
      a
      Material Adverse Change in the New Centers.





**Section
      8.**  **Warranties**





**8.1**  **Warranties
      of Seller Regarding Construction of New Centers**





(a)  *Engineering
      and Design Warranty* .
      Seller
      warrants it will perform its engineering and design services (“ **Engineering
      Services** ”)
      in
      accordance with the current standards of care and diligence normally practiced
      by recognized engineering firms in performing services of a similar nature.
      If
      during the one (1) year period following acceptance of the Services pursuant
      to Section 8.2 it is
      shown that there is an error or omission in the Engineering Services as a result
      of Seller failure to meet those standards and Buyer has notified Seller in
      writing of any such error within that period, Seller shall reperform such
      Engineering Services within the original scope of Services as may be necessary
      to remedy such error. All costs incurred by Seller in performing such corrective
      engineering and design services shall be to the account of Seller. It is
      understood and agreed that time is of the essence with respect to the correction
      of any such error or omission. Nothing herein shall remove or limit the Buyer’s
      right to make a claim for damages as otherwise provided in the terms and
      conditions of this document.




(b) *Construction
      Warranty*.
      Seller
      warrants it will perform its construction services (“**Construction
      Services**”)
      in
      accordance with the current standards of care and diligence normally practiced
      by recognized construction management firms in performing services of a similar
      nature and that such Construction Services shall be free from material defects
      in workmanship. If during the one (1) year period following acceptance of the
      Services pursuant toSection 8.2it is
      shown that there is an error in the Construction Services as a result of Seller
      failure to meet those standards and Buyer has notified Seller in writing of
      any
      such error within that period, Seller shall re-perform such Construction
      Services within the original scope of Services as may be necessary to remedy
      such error. All fees and expenses incurred by Seller in performing such
      corrective services shall not be paid on such corrective services. It is
      understood and agreed that time is of the essence with respect to any such
      corrective service. Nothing herein shall remove or limit the Buyer’s right to
      make a claim for damages as otherwise provided in the terms and conditions
      of
      this document.




(c) *Third
      Party Warranty and Guarantee*.
      Seller
      will, for the protection of Buyer, demand from all vendors and contractors
      from
      which Seller procures machinery, equipment or materials or services, warranties
      and guarantees with respect to such machinery, equipment, materials or services,
      which shall be made available to Buyer to the full extent of the terms
      thereof.  Seller responsibility with respect to machinery, equipment and
      materials or services obtained from vendors or contractors shall be limited
      to
      rendering all reasonable assistance to Buyer for the purpose of enforcing the
      same.




[*CONFIDENTIAL
        TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH
        SUCH
        PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***],
        HAS
        BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
        COMMISSION.]




Page
          15




**8.2**  **Warranties
      of Seller Regarding Operation of New Centers and the Sale of
      Plasma**





(a)  Seller
      warrants that the Plasma delivered hereunder shall conform to the Plasma
      Specifications set forth in this Agreement and shall be manufactured, collected,
      processed, tested, stored, handled and delivered to or placed with Buyer’s
      designated agent/carrier in accordance with the Specifications and all
      Applicable Laws, rules, regulations and current Good Manufacturing Practices
      (cGMP) regulations as published and/or amended from time to time by the FDA.
      Seller further warrants and represents that the Plasma delivered hereunder
      shall
      be free from defects in materials and workmanship and shall not, as of the
      date
      of delivery to or placement with Buyer’s agent/carrier, be adulterated or
      misbranded with the meaning of the Federal Food, Drug and Cosmetic Act, shall
      be
      in full compliance with the Biological Products section of the Public Health
      Service Act and applicable regulations, and shall be in full compliance with
      any
      applicable international, federal, state or local laws or
      regulations.





(b)  Seller
      warrants and represents that clear and unrestricted title for all Plasma
      purchased under this Agreement will pass to the Buyer upon acceptance by Buyer
      as defined in Section 4.





(c)  Seller
      represents and warrants that Seller has all applicable Regulatory Approvals,
      permits and licenses required in the performance of its obligations under this
      Agreement, including without limitation the US FDA. Seller certifies it will
      not
      use in any capacity the services of any person, including any firm or individual
      that has been debarred or is subject to debarment under the Generic Drug
      Enforcement Act of 1992, amending the Food, Drug, and Cosmetic Act of 21 U.S.C.
      335a (a) or (b). Seller agrees to notify Buyer promptly in the event any person
      providing services to Seller under the scope of this Agreement is debarred
      or
      becomes subject to debarment.





(d)  Seller
      represents and warrants that the manufacture, processing, testing, distribution,
      transport, storage, disposal and other handling of Plasma does not infringe
      the
      intellectual property rights of any third party and that Seller validly
      possesses all licenses to third party intellectual property necessary or
      appropriate for the manufacture, processing, testing, distribution, transport,
      storage, disposal and other handling of Plasma.





**8.3**  **General
      Representations and Warranties**





**8.3.1**  **Seller’s
      Representations and Warranties.**





(a)  The
      Seller is a limited liability company duly organized, validly existing and
      in
      good standing under the laws of the State of Nevada. The Seller has all
      requisite corporate power and authority to execute, deliver and perform this
      Agreement and all other agreements entered into or delivered in connection
      with
      the transactions contemplated hereby. The Seller is qualified to do business
      as
      a foreign corporation in each jurisdiction in which the failure to so qualify
      would have a Material Adverse Effect. The Seller has all authorizations,
      approvals, orders, licenses, certificates and permits of and from all
      governmental or regulatory bodies necessary to own and/or lease the properties
      and assets employed by the Seller in the conduct of operating a plasma
      collection center at the New Centers and to conduct its business and operations
      as currently conducted.





(b)  The
      execution, delivery and performance of this Agreement and all other agreements
      entered into in connection with the transactions contemplated hereby have been
      duly and validly authorized by all necessary corporate action on the part of
      the
      Seller. This Agreement has been duly executed and delivered by the Seller,
      constitutes the valid and binding obligation of the Seller, and is enforceable
      in accordance with its terms. All other agreements to be entered into pursuant
      to this Agreement by the Seller in connection with the transactions contemplated
      hereby will be duly executed and delivered by the Seller, will constitute the
      valid and binding obligations of the Seller, and will be enforceable in
      accordance with their respective terms. The execution, delivery and performance
      of this Agreement does not, and all other agreements entered into in connection
      with the transactions contemplated hereby by the Seller will not, violate,
      conflict with, result in a breach of or constitute a default under (or an event
      which with due notice or lapse of time, or both, would constitute a breach
      of or
      default under) or result in the acceleration of, create in any party the right
      to accelerate, terminate, modify or cancel, creation of any lien, security
      interest or other encumbrance under (a) the Certificate of Incorporation or
      By-laws of the Seller, as amended to date, (b) any note, agreement, contract,
      license, instrument, lease or other obligation to which the Seller is a party
      or
      by which it is bound or to which any of its assets are subject, (c) any
      judgment, order, decree, ruling or injunction or (d) any statute, law,
      regulation or rule of any governmental agency or authority.




[*CONFIDENTIAL
        TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH
        SUCH
        PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***],
        HAS
        BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
        COMMISSION.]




Page
          16





(c)  There
      is
      no action, lawsuit, proceeding, claim, controversy, arbitration or investigation
      pending or, to the Seller’s knowledge, threatened against, or directly
      involving, the Seller’s plasma collection business, inclusive of the New Center
      Assets. There is no unsatisfied or outstanding order, writ, judgment, injunction
      or decree affecting the Seller’s plasma collection business or the New Center
      Assets. The Seller has complied and is complying with all laws, ordinances,
      and
      governmental rules and regulations applicable to it and its properties, assets
      and business, the non-compliance with which would have a Material Adverse
      Effect, and has obtained all Regulatory Approvals necessary for the ownership
      of
      its properties and the conduct of its business as currently
      conducted.





(d)  Except
      for obtaining the Regulatory Approvals, no consent or approval of any third
      party or governmental body is required for the consummation by the Seller of
      the
      transactions contemplated by this Agreement.





**8.3.2**  **Buyer’s
      Representations and Warranties.**





(a)  The
      Buyer
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of the State of Delaware. The Buyer has all requisite power and authority
      to execute, deliver and perform this Agreement and all other agreements entered
      into or delivered in connection with the transactions contemplated
      hereby.





(b)  The
      execution, delivery, and performance of this Agreement and all other agreements
      entered into in connection with the transactions contemplated hereby have been
      duly and validly authorized by all necessary corporate action on the party
      of
      the Buyer. This Agreement has been duly executed and delivered by the Buyer,
      constitutes the valid and binding obligation of the Buyer and is enforceable
      against it in accordance with its terms. All other agreements to be entered
      into
      pursuant to this Agreement by the Buyer in connection with the transactions
      contemplated hereby will be duly executed and delivered by the Buyer, will
      constitute the valid and binding obligations of the Buyer, and will be
      enforceable in accordance with their respective terms. The execution, delivery
      and performance of this Agreement does not, and all other agreements to be
      entered into in connection with the transactions contemplated hereby by the
      Buyer will not, violate, conflict with, result in a breach of or constitute
      a
      default under (or an event which with due notice or lapse of time or both,
      would
      constitute a breach of or default under) or result in the creation of any lien,
      security interest or other encumbrance under (a) its charter or By-laws, (b)
      any
      note, agreement, contract, license, instrument, lease or other obligation to
      which the Buyer is a party or by which it is bound, (c) any judgment, order,
      decree, ruling or injunction or (d) any statute, law, regulation or rule of
      any
      governmental agency or authority.





**Section
      9.**  **Term
      and Termination**





**9.1**  **Term
      of Agreement.** The term
      of this Agreement shall commence on the Effective Date and shall continue in
      full force and until the first to occur of (a) the failure of Seller to achieve
      all Operating Benchmarks specified in this Agreement or (b) December 31, 2010
      (the “ **Term** ”)
      unless
      terminated earlier in accordance with this Agreement.




[*CONFIDENTIAL
        TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH
        SUCH
        PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***],
        HAS
        BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
        COMMISSION.]




Page
          17





**9.2**  **Termination
      for Cause.** Either
      Party shall have the right to immediately terminate this Agreement in the event
      the other Party fails to perform any of its material obligations under this
      Agreement and such failure to perform is not cured within 30 days of written
      notice of such failure. The right of any Party to terminate this Agreement
      pursuant to this Section shall not be affected in any way by its waiver or
      failure to take action with respect to any prior default. The Party not in
      default shall be entitled to terminate this Agreement without prejudice to
      any
      other rights conferred on it by this Agreement or under law or equity. A
      termination shall not relieve a Party from any obligations that survive
      termination or expiration of this Agreement.





**9.3**  **Other
      Termination Provisions.** Either
      Party may immediately terminate this agreement if the other Party: (i) admits
      in
      writing that it is unable to pay its debts as they become due; (ii) starts
      a
      proceeding, or indicates its acquiescence to a proceeding started by another,
      relating to it under any bankruptcy, reorganization, rearrangement, insolvency,
      readjustment or debt, dissolution, liquidation or similar law; (iii) makes
      an
      assignment for the benefit of creditors; (iv) consents to the appointment of
      a
      receiver, trustee or liquidator for a substantial part of its property; (v)
      files, or has filed against it, a petition in bankruptcy, reorganization,
      rearrangement or insolvency which, if filed against it, is not dissolved or
      dismissed within ninety (90) days after filing; or (vi) had entered against
      it
      an order by a court of competent jurisdiction appointing a receiver, trustee
      or
      liquidator for it or a substantial part of its property, or approving its
      dissolution or termination, and if not consented to or acquiesced in by such
      Party, such order in not vacated or set aside or stayed within ninety (90)
      days.





**9.4**  **Additional
      Buyer Termination Rights.** In
      addition to the foregoing, Buyer shall have the right to immediately terminate
      this Agreement at any time upon written notice and without further liability
      or
      obligation to Seller in the event that (a) Buyer is unable to obtain any
      Regulatory Approvals necessary for it to take title to any of the New Centers;
      (b) the FDA does not approve Buyer’s biologics license application for its lead
      product candidate for the treatment of hereditary angioedema prior to ***
      * *** ; (c)
      Seller is unable to obtain all Regulatory Approvals for the New Centers within
      the timeframes contemplated for such event in this Agreement; (d) Seller is
      unable to obtain the Minimum Commitments at the New Centers within the
      timeframes contemplated for such event in this Agreement; (e) the Parties are
      unable to consummate an acquisition of a New Center within the time period
      specified in Section
      5.3 or (f)
      Seller is unable to comply with the construction timeframes agreed to by the
      Parties in the Project Plan or is unable to commence operations of the New
      Centers on or before the New Center Opening Dates established by the Management
      Committee. In the event Buyer terminates this Agreement pursuant to Section
      9.2
      or subsections
      (c) –
      (f) of this Section
      9.4 ,
      Seller
      shall reimburse Buyer for all amounts paid by Buyer pursuant to this Agreement
      within fifteen days of Buyer’s request for such payment. In the event Buyer
      terminates this Agreement pursuant to subsections
      (a) and (b) of this Section
      9.4 ,
      Buyer
      may exercise all rights and remedies available to it under this Agreement or
      applicable law, except that Seller shall not be obligated to reimburse Buyer
      for
      any Performance Payments made by Buyer pursuant to Section
      3.2 of this
      Agreement prior to the date of such termination. Late payments of these amounts
      shall accrue interest at the rate of 16% per annum until paid in full by Seller.
      The rights and remedies of the Buyer set forth herein are in addition to all
      other rights and remedies of the Buyer set forth elsewhere in this Agreement,
      including without limitation Section
      3.4 ,
      and
      under applicable law.





**9.5**  **Effect
      of Termination.** In
      the
      event of any termination or expiration of this Agreement, all obligations by
      the
      Parties with respect to the construction, operation and sale of the New Centers
      shall immediately expire, the Management Committee shall be dissolved and the
      Parties shall have no further obligation to proceed with any transactions with
      respect to such matters. The rights and remedies available to Buyer or the
      Seller under this agreement or any other agreement among the parties are
      cumulative and the exercise of any right or remedy shall not preclude or dismiss
      Buyer’s or the Seller’s right to pursue any other or additional right or remedy,
      including, without limitation, any claim for damages. The failure to exercise
      any right or remedy in the event of any breach or default shall not constitute
      a
      waiver or adversely affect Buyer’s or the Seller’s right to exercise any right
      or remedy in the future for the same or any other breach or default in the
      future.




[*CONFIDENTIAL
        TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH
        SUCH
        PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***],
        HAS
        BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
        COMMISSION.]




Page
          18





**9.6**  **Provisions
      Surviving Termination.** The
      provisions of this Agreement which by their nature would continue beyond any
      termination or expiration of this Agreement, including without limitation Sections
      8, 9, 10, 11, 12, 13, 14 and 15 shall
      survive any termination or expiration of this Agreement to the degree necessary
      to permit their complete fulfillment or discharge.





**9.7**  **Termination
      of Prior Agreements.** The
      Parties hereby agree that upon the execution of this Agreement all prior
      agreements for the purchase and sale of Plasma between Buyer and Seller or
      any
      affiliate of Seller are hereby terminated in all respects, other than any
      provisions of any such agreement whose terms specifically survive termination.
      Seller represents that it has all necessary right and authority to consent
      to
      the termination of such prior agreements on behalf of its affiliates, including
      without limitation that certain agreement for the sale of Plasma entered into
      by
      Buyer and Biomedics, Inc. dated as of April 12, 2007, as modified to date.





**Section
      10.**  **Indemnity**





**10.1.**  **Indemnification
      by the Seller.** The
      Seller agrees to indemnify and hold harmless the Buyer, its Affiliates and
      their
      officers, agents and employees from and against any and all damages, losses,
      obligations, liabilities, claims, actions or causes of actions (“ **Losses** ”)
      incurred by the Buyer (or its Affiliates or their officers, agents and
      employees) in connection with or arising from (i) any breach of any warranty
      or
      the inaccuracy of any representation of the Seller contained or referred to
      in
      this Agreement or any certificate delivered by or on behalf of the Seller
      pursuant hereto, (ii) any breach by the Seller of, or failure by the Seller to
      perform, any of its covenants or obligations contained in this Agreement, (iii)
      the operations of the New Centers, or (iv) any negligent act or omission or
      willful or unlawful misconduct of the Seller, its Affiliates or their officers,
      or employees, agents or representatives, resulting in any loss of or damage
      to
      any property or injury or death of any person as a result of the Seller’s
      provision of the Engineering Services or Construction Services or the operation
      of the New Centers.





**10.2**  **Indemnification
      by the Buyer.** The
      Buyer
      agrees to indemnify and hold harmless the Seller, its Affiliates and their
      officers, agents and employees from and against any and all Losses incurred
      by
      the Seller (or its Affiliates or their officers, agents and employees) in
      connection with or arising from (i) any breach of any warranty or the inaccuracy
      of any representation of the Buyer contained or referred to in this Agreement
      or
      in any certificate delivered by or on behalf of the Buyer pursuant hereto,
      (ii)
      any breach by the Buyer of, or failure by the Buyer to perform, any of its
      covenants and obligations contained in this Agreement.





**10.3**  **Procedural
      Matters.** Any
      Party (the “ **Indemnified
      Party** ”)
      seeking indemnification hereunder shall give promptly to the party obligated
      to
      provide indemnification to such Indemnified Party (the “ **Indemnitor** ”)
      a
      written notice (a “ **Notice** ”)
      describing in reasonable detail the facts giving rise to the claim for
      indemnification hereunder. The failure of any Indemnified Party to give the
      Notice promptly as required by this Section
      10.3 shall
      not affect such Indemnified Party’s rights hereunder this except to the extent
      such failure is actually prejudicial to the rights and obligations of the
      Indemnitor.





**10.4**  **Defense
      and Settlement.** In the
      event of the initiation of any legal proceeding against the Indemnified Party
      by
      a third party, the Indemnitor shall have the sole and absolute right after
      the
      receipt of notice, at its option and at its own expense, to be represented
      by
      counsel of its choice and to control, defend against, negotiate, settle or
      otherwise deal with any proceeding, claim, or demand which relates to any loss,
      liability or damage indemnified against hereunder; provided, however, that
      the
      Indemnified Party may participate in any such proceeding with counsel of its
      choice and at its expense. The parties hereto agree to cooperate fully with
      each
      other in connection with the defense, negotiation or settlement of any such
      legal proceeding, claim or demand. To the extent the Indemnitor elects not
      to
      defend such proceeding, claim or demand, and the Indemnified Party defends
      against or otherwise deals with any such proceeding, claim or demand, the
      Indemnified Party may retain counsel, at the expense of the Indemnitor, and
      control the defense of such proceeding. Without the consent of the other party,
      such consent not to be unreasonably withheld if the settlement only requires
      the
      payment of money, neither the Party may settle any such proceeding which
      settlement obligates the other party to pay money, to perform obligations or
      to
      admit liability, unless such settlement includes as an unconditional term
      thereof, the giving by the claimant of an unconditional and complete release
      of
      claims in favor of the other Party.




[*CONFIDENTIAL
        TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH
        SUCH
        PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***],
        HAS
        BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
        COMMISSION.]




Page
          19





**Section
      11.**  **Limitation
      of Liability**





**11.1**  EXCEPT
      AS
      PROVIDED IN THIS SECTION, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY
      OR
      ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT,
      PUNITIVE OR EXEMPLARY DAMAGES HOWEVER CAUSED (INCLUDING ARISING OUT OF OR
      RELATED TO THIS AGREEMENT, THE PERFORMANCE OF THE SERVICES), REGARDLESS
      OF THE FORM OF ACTION, WHETHER FOR BREACH OF CONTRACT, BREACH OF WARRANTY,
      TORT,
      NEGLIGENCE, STRICT PRODUCT LIABILITY, OR OTHERWISE (INCLUDING, WITHOUT
      LIMITATION, DAMAGES BASED ON WILLFULNESS, LOSS OF PROFITS, LOST REVENUES, OR
      LOSS OF BUSINESS OPPORTUNITY), AND WHETHER
      OR NOT SUCH PARTY HAS BEEN ADVISED OR KNEW OF THE POSSIBILITY OF SUCH DAMAGES.





**11.2**  The
      foregoing limitation of liability shall not apply to (a) a material breach
      by a
      Party of its confidentiality obligations pursuant to this Agreement, or (b)
      damages, losses and claims arising out of a Party’s gross negligence, willful
      misconduct or fraud, or (c) a Party’s indemnification obligations under this
      Agreement. The Parties acknowledge that this limitation of liability provision
      has been separately negotiated, is a material inducement to the Parties entering
      into this Agreement on the terms provided herein and shall be enforceable
      regardless of whether any remedy provided for fails of its essential
      purpose.





**11.3**  IN
      NO
      EVENT SHALL BUYER’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH
      THIS AGREEMENT, FROM ANY AND ALL CAUSES, WHETHER BASED ON CONTRACT, TORT
      (INCLUDING NEGLIGENCE), OR ANY OTHER CAUSE OF ACTION EXCEED ***
      * ***  .





**Section
      12.**  **Confidentiality**





**12.1**  During
      the Term and for a period of three (3) years thereafter, each Party shall (i)
      hold the other Party’s Confidential Information in strict trust and confidence
      and avoid the disclosure or release thereof to any other person or entity by
      using at least the same degree of care as it uses to avoid unauthorized use,
      disclosure, or dissemination of its own Confidential Information of a similar
      nature, but not less than reasonable care, (ii) not use the other Party’s
      Confidential Information for any purpose whatsoever except as expressly
      contemplated under this Agreement, and (iii) not directly or indirectly, copy,
      reproduce, use, publish, misappropriate, assign, or otherwise transfer or
      disclose to any person the other Party’s Confidential Information, other than as
      permitted pursuant to the terms of this Agreement, regardless of whether such
      information was actually delivered to the receiving Party prior to the effective
      date of this Agreement. “ **Confidential
      Information** ,”
as
      used herein, shall mean all information, trade secrets, inventions, data,
      processes, or other records relating to a Party’s business, financial affairs or
      operations, including but not limited to information related to business plans,
      technology, source code, product or service requirements, customers, pricing,
      techniques and methods, which is either marked or identified as confidential
      or
      which the receiving party knew or reasonably should have known, under the
      circumstances, was confidential, whether disclosed in any tangible, electronic,
      visual or other medium. Confidential Information shall also include all
      information, know-how, trade secrets, data (technical or non-technical) or
      other
      confidential information concerning the operations, projects, organization,
      business or finances of a Party or any third party to which a Party owes a
      duty
      of confidentiality, in whatever form, that a receiving Party learns, generates
      or acquires in conjunction with the performance of the services pursuant to
      this
      Agreement. All files, records, documents, notes, or other items relating to
      or
      embodying Confidential Information that may be delivered to a receiving Party
      or
      to which a receiving Party may be granted access, shall remain the exclusive
      property of the Party disclosing such Confidential Information. Neither Party
      shall disclose to any third parties, including a customer of the other Party,
      the existence or terms of this Agreement.




[*CONFIDENTIAL
        TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH
        SUCH
        PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***],
        HAS
        BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
        COMMISSION.]


Page
          20





**12.2**  A
      receiving Party shall not disclose any Confidential Information except to its
      officers, directors and employees (and those of its affiliates upon the prior
      written approval by the disclosing Party) (collectively “ **Representatives** ”)
      who
      need to know such information for the purpose of performing the consulting
      services contemplated by this Agreement and which persons shall be similarly
      bound in writing (it being understood that each such Representatives shall
      be
      informed by the receiving Party of the confidential nature of such material
      and
      shall be directed to treat such material confidentially in accordance with
      the
      terms of this Agreement). A receiving Party agrees to be responsible for any
      breach of this Agreement by any of its Representatives. Notwithstanding the
      foregoing, a receiving Party shall not be required to maintain confidentiality
      with respect to information (i) which is or becomes part of the public domain
      not due to any act or omission by the receiving Party; (ii) of which it had
      independent knowledge without confidentiality restriction prior to disclosure
      by
      the disclosing Party; (iii) which comes into the possession of the receiving
      Party (without confidentiality restriction) in the normal and routine course
      of
      its own business from and through independent, non-confidential sources; or
      (iv)
      which is required to be disclosed by receiving Party governmental requirements.
      If receiving Party is requested or required (by oral questions, interrogatories,
      requests for information or document subpoenas, civil investigative demands,
      or
      similar process) to disclose any confidential information supplied to it by
      the
      disclosing Party, the receiving Party shall promptly notify the disclosing
      Party
      of such request(s) prior to any disclosure so that the disclosing Party may
      seek
      an appropriate protective order. Seller acknowledges that Buyer may be required
      to disclose the terms of this Agreement pursuant to its reporting obligations
      under the Securities Exchange Act of 1934, as amended, and to file a copy of
      this Agreement as an exhibit to a periodic report required to be filed by Buyer
      thereunder.





**12.3**  Failure
      on the part of the receiving Party to abide by this Section
      12 may
      cause the disclosing Party irreparable harm for which damages will not be an
      adequate remedy at law. Accordingly, the non-breaching Party has the right
      to
      seek injunctive to prevent any threatened or actual violations of this section
      in addition to whatever remedies it may have at law. In such a proceeding,
      the
      Party allegedly breaching this Agreement e xpressly
      waives the defense that a remedy in damages will be adequate and any requirement
      in an action for specific performance or injunction for the posting of a bond
      by
      the non-breaching Party.





**Section
      13.**  **Force
      Majeure.** A
      Party’s failure to perform its obligations under this Agreement due to “acts of
      God,” acts of governments (other than the specific requirements expressed
      elsewhere in this Agreement), riots, wars, accidents, deficiencies in supplies,
      materials or transportation or other causes of any nature beyond such Party’s
      control, including with limitation acts of terrorism, civil commotion, national
      emergency, epidemics, hurricane, embargo, flood, fire or any law, proclamation,
      regulation, or ordinance or other act to order of any court, government or
      governmental agency (other than the specific requirements expressed elsewhere
      in
      this Agreement), shall not be deemed to be a breach of this Agreement, provided
      that the non-conforming Party (i) provides the other Party timely written notice
      of the existence and nature of any reason for nonperformance, and (ii) resumes
      performance immediately upon the elimination of the impeding force majeure.




[*CONFIDENTIAL
        TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH
        SUCH
        PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***],
        HAS
        BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
        COMMISSION.]




Page
          21





**Section
      14.**  **Additional
      Agreements between the Parties**





**14.1**  **Recordkeeping
      and Audits.** In
      addition to its obligation to maintain certain records pursuant to Section
      4.5 ,
      Seller
      shall, in accordance with standard accounting practices maintain complete and
      accurate accounting records with respect to all of its activities under this
      Agreement and shall retain such records for a period not less than three (3)
      years the date of termination or the closing of the acquisition by Buyer of
      the
      New Centers. The Seller shall afford to the officers, employees and authorized
      representatives of the Buyer (including, without limitation, independent public
      accountants, financial advisors and attorneys) reasonable access during normal
      business hours, upon reasonable advance notice, to the offices, properties,
      employees and business and financial records (including computer files,
      retrieval programs and similar documentation) of the New Centers and Seller’s
      books and records pertaining to the New Centers regardless of where such
      documents may be located, to the extent the Buyer shall reasonably deem
      necessary or desirable and shall furnish to the Buyer or its authorized
      representatives such additional information concerning the New Centers as shall
      be reasonably requested. The Buyer agrees that such investigation shall be
      conducted in such a manner as not to interfere unreasonably with the operations
      of the New Centers. If in the course of any investigation pursuant to this
      Section, the Buyer's officers, employees or authorized representatives discover
      any breach of any representation or warranty contained in this Agreement, or
      any
      circumstance or condition that upon the lapse of time would constitute such
      a
      breach, the Buyer covenants that it will promptly so inform the Seller. The
      investigation will be conducted at Buyer’s expense, unless it reveals material
      instances on non-compliance by Seller, in which case Seller will reimburse
      Seller for all reasonable costs and expenses incurred in connection with such
      audit. Any confidential or proprietary information disclosed in the course
      of
      the audit will be subject to the confidentiality provisions under this
      Agreement.





**14.2**  **Non-Competition.** During
      the term of this Agreement and for a period of five years after any termination
      or expiration of this Agreement, except for a termination based on the breach
      of
      this Agreement by Buyer, Seller agrees that it will not, directly or indirectly
      enter into or become associated with or otherwise operate any plasma collection
      centers within a radius of ***
      * ***  from
      the
      location of any New Center.





**14.3**  **Non-Solicitation** .
      Neither
      party shall, during the Term, and for two years thereafter, directly or
      indirectly hire or attempt to hire any employee of the other party who performed
      substantial work on any project covered by this Agreement without such other
      party’s prior written consent; provided that the foregoing shall not prohibit
      either party from issuing advertisements of a general nature not specifically
      directed at any such employee and hiring any such employee so long as such
      party
      is in compliance with this Section
      14.3 .
      For
      purposes of clarity, this restriction shall not be applicable to the employment
      by Buyer of any employees of Seller who worked at a New Center in connection
      with the Buyer’s acquisition of a New Center.





**14.4**  **Acknowledgement.** The
      Parties acknowledge and agree that the covenants contained in this Section
      14 are fair
      and reasonable and of a special unique character which gives them peculiar
      value
      and exist in order to protect the Parties and that the Parties would not have
      entered into this Agreement without such covenants being made to it. If any
      court shall hold that the duration or geographic scope of the non-competition
      clause, or any other restriction contained in this Section
      14 is
      unenforceable, it is our intention that same shall not thereby be terminated
      but
      shall be deemed amended to delete therefrom such provision or portion
      adjudicated to be invalid or unenforceable or in the alternative such judicially
      substituted term may be substituted therefor. The Parties further acknowledge
      that damages alone will not be an adequate remedy for any breach by any Party
      of
      the covenants contained in this Section
      14 ,
      and
      accordingly, each expressly agrees that, in addition to any other remedies
      which
      each may have, each shall be entitled to injunctive relief in a court of
      competent jurisdiction. The Parties acknowledge that the covenants contained
      in
      this Section
      14 are
      separate and distinct from, and shall not be merged with, any similar covenants
      made by a Party in any other agreement, document or understanding. The
      provisions of this Section
      14 shall
      survive the termination of this Agreement.




[*CONFIDENTIAL
        TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH
        SUCH
        PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***],
        HAS
        BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
        COMMISSION.]




Page
          22





**14.5**  **Notifications.** The
      Buyer, on the one hand, and the Seller, on the other hand, shall promptly notify
      the other of any action, suit or proceeding that shall be instituted or
      threatened against such party to restrain, prohibit or otherwise challenge
      the
      legality of any transaction contemplated by this Agreement. Each Party will
      give
      prompt written notice to the other Party of any material adverse development
      causing a breach of any of its own representations and warranties in this
      Agreement. No disclosure by any Party pursuant to this Section, however, shall
      be deemed to prevent or cure any misrepresentation, breach of warranty, or
      breach of covenant.





****  **14.6**  **Obtaining
      Permits and Licenses.** The
      Seller shall be responsible for obtaining all Regulatory Approvals required
      by
      any governmental agency with respect to the construction and operation of the
      New Centers and the New Center Assets. The Buyer will cooperate reasonably
      with
      the Buyer in obtaining such permits and licenses. The Seller will use its best
      efforts and act diligently to secure, any consents and approvals, including
      the
      Regulatory Approvals, required to effect the transactions contemplated by this
      Agreement.





**14.7**  **Insurance.** Seller
      shall provide and maintain in full force and effect, at no cost to the other
      Party, usual and customary insurance coverage for all obligations relating
      to or
      arising under this Agreement, including, without limitations, errors and
      omissions, products liability, general liability and related insurance coverage
      with policy limits in the following minimums:





(a)
            Commercial
                General Liability coverage of $1,000,000.00 per incident and $2,000,000.00
                in aggregate.


(b)
            Products
                and Completed Operations Liability coverage of $5,000,000.00 per
                incident
                and $5,000,000.00 in the aggregate.


(c)
            Workers
                compensation as required by federal, state and local
                law.


(d)
            Employers
                Liability limits of $1,000,000.00 per
                incidents.





**Section
      15.**  **General**





(a)  *Press
      Releases and Public Announcements* . ** Neither
      the Buyer, on the one hand, nor the Seller, on the other hand, shall, without
      the approval of the other, make any press release or other public announcement
      concerning the transactions contemplated by this Agreement, except as and to
      the
      extent that any such party shall be so obligated by law, in which case the
      other
      party shall be advised and the parties shall use their best efforts to cause
      a
      mutually agreeable release or announcement to be issued; provided, however,
      that
      the foregoing shall not preclude communications or disclosures necessary to
      implement the provisions of this Agreement or to comply with the accounting
      and
      disclosure obligations of the Securities and Exchange Commission or the rules
      of
      any stock exchange or Nasdaq or to enable the Buyer to obtain debt or equity
      financing.





(b)  *No
      Third-Party Beneficiaries* . ** This
      Agreement shall not confer any rights or remedies upon any Person other than
      the
      Parties and their respective successors and permitted assigns.





(c)  *Entire
      Agreement* . ** This
      Agreement (including the Exhibits and Schedules hereto and the documents
      referred to herein) constitutes the entire agreement between the Parties and
      supersedes any prior understandings, agreements, or representations by or
      between the Parties, written or oral, to the extent they relate in any way
      to
      the subject matter hereof, including any prior agreements between the
      Parties.




[*CONFIDENTIAL
        TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH
        SUCH
        PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***],
        HAS
        BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
        COMMISSION.]


Page
          23





(d)  *Succession
      and Assignment* . ** This
      Agreement shall be binding upon and inure to the benefit of the Parties named
      herein and their respective successors and permitted assigns. No Party may
      assign either this Agreement or any of its rights, interests, or obligations
      hereunder without the prior written approval of the other Party, not to be
      unreasonably withheld; *provided,
      however* ,
      that
      Buyer may, without the consent of Seller, but upon written notice (i) assign
      any
      or all of its rights and interests hereunder to one or more of its Affiliates;
      (ii) designate one or more of its Affiliates to perform its obligations
      hereunder (in any or all of which cases Buyer nonetheless shall remain
      responsible for the performance of all of its obligations hereunder); or (iii)
      assign this Agreement as part of the sale or transfer of those of its assets
      to
      which this Agreement pertains or in connection with a merger, consolidation
      or
      acquisition.




(e)  *Counterparts* . ** This
      Agreement may be executed in one or more counterparts (including by means of
      facsimile), each of which shall be deemed an original but all of which together
      will constitute one and the same instrument.





(f)  *Notices* . ** All
      notices, requests, demands, claims, and other communications hereunder shall
      be
      in writing. Any notice, request, demand, claim, or other communication hereunder
      shall be deemed duly given (i) when delivered personally to the recipient,
      (ii)
      1 business day after being sent to the recipient by reputable overnight courier
      service (charges prepaid), (iii) 1 business day after being sent to the
      recipient by facsimile transmission or electronic mail, or (iv) 4 business
      days
      after being mailed to the recipient by certified or registered mail, return
      receipt requested and postage prepaid, and addressed to the intended recipient
      as set forth below:





*If
                to Buyer:*
              
              Joshua
                Schein Ph. D.,
              Chief
                Executive Officer
              Lev
                Pharmaceuticals, Inc.
              675
                Third Avenue, Suite 2200
              New
                York, New York 10017
              Fax:
            
            *If
                to Seller:*
              
              Plasma
                Centers of America, LLC
              1892
                Tustin Street
              Orange,
                California 92865
              Attention:
              Fax:




Any
      Party
      may change the address to which notices, requests, demands, claims, and other
      communications hereunder are to be delivered by giving the other Party notice
      in
      the manner herein set forth.




(g) **  *Governing
      Law.* This
      Agreement shall be governed by and construed in accordance with the domestic
      laws of the State of New
      York ** without
      giving effect to any choice or conflict of law provision or rule (whether of
      the
      State of ** New
      York ** or
      any
      other jurisdiction) that would cause the application of the laws of any
      jurisdiction other than the State of New
      York *.*




(h)  *Amendments
      and Waivers* . ** No
      amendment of any provision of this Agreement (inclusive of any Exhibits or
      Schedules) shall be valid unless the same shall be in writing and signed by
      Buyer and Seller. Seller may consent to any such amendment at any time prior
      to
      the Closing with the prior authorization of its board of directors. No waiver
      by
      any Party of any provision of the Agreement or any default, misrepresentation,
      or breach of warranty or covenant hereunder, whether intentional or not, shall
      be valid unless the same shall be in writing and signed by the Party making
      such
      waiver nor shall such waiver be deemed to extend to any prior or subsequent
      default, misrepresentation, or breach of warranty or covenant hereunder or
      affect in any way any rights arising by virtue of any prior or subsequent such
      occurrence. The failure of any party hereto to enforce at any time any provision
      of this Agreement shall not be construed to be a waiver of such provision,
      nor
      in any way to affect the validity of this Agreement or any part hereto or the
      right of any party thereafter to enforce each and every such provision.




[*CONFIDENTIAL
          TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH
          SUCH
          PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***],
          HAS
          BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]


Page
          24




(i) *Severability* . ** Wherever
      possible, each provision hereof shall interpreted in such manner as to be
      effective and valid under applicable law, but in case any one or more of the
      provisions contained herein shall, for any reason, be held to be invalid,
      illegal or unenforceable in any respect, such provision shall be ineffective
      to
      the extent, but only to the extent, of such invalidity, illegality or
      unenforceability without invalidating the remainder of such invalid, illegal
      or
      unenforceable provision or provisions or any other provision hereof, unless
      such
      a construction would be unreasonable.




(j) *Expenses* . ** Each of
      Buyer and Seller, will bear its own costs and expenses (including legal fees
      and
      expenses) incurred in connection with this Agreement and the transactions
      contemplated hereby, except as otherwise specified in this
      Agreement.





(k) *Interpretation* .
      (a) Any
      reference to any federal, state, local, or foreign statute or law shall be
      deemed also to refer to all rules and regulations promulgated thereunder, unless
      the context requires otherwise. The word *including* shall
      mean including without limitation. The Exhibits and Schedules identified in
      this
      Agreement are incorporated herein by reference and made a part hereof. Articles,
      title and headings to sections herein are inserted for convenience of reference
      only and are not intended to be a part of or to affect the meaning or
      interpretation of this Agreement. Disclosure of any fact or item in any Schedule
      hereto referenced by a particular section in this Agreement shall be deemed
      to
      have been disclosed with respect to every other section in this Agreement.
      Neither the specification of any dollar amount in any representation or warranty
      contained in this Agreement nor the inclusion of any specific item in any
      Schedule hereto is intended to imply that such amount, or higher or lower
      amounts, or the item so included or other items, are or are not material, and
      no
      party shall use the fact of the setting forth of any such amount or the
      inclusion of any such item in any dispute or controversy between the parties
      as
      to whether any obligation, item or matter not described herein or included
      in
      any Schedule is or is not material for purposes of this Agreement. Unless this
      Agreement specifically provides otherwise, neither the specification of any
      item
      or matter in any representation or warranty contained in this Agreement nor
      the
      inclusion of any specific item in any Schedule hereto is intended to imply
      that
      such item or matter, or other items or matters, are or are not in the ordinary
      course of business, and no party shall use the fact of the setting forth or
      the
      inclusion of any such item or matter in any dispute or controversy between
      the
      parties as to whether any obligation, item or matter not described herein or
      included in any Schedule is or is not in the ordinary course of business for
      purposes of this Agreement.





(b)
      The
      parties acknowledge and agree that: (i) each party and its counsel reviewed
      and
      negotiated the terms and provisions of this Agreement and has contributed to
      its
      revision; (ii) the rule of construction to the effect that any ambiguities
      are
      resolved against the drafting party shall not be employed in the interpretation
      of this Agreement; and (iii) the terms and provisions of this Agreement shall
      be
      construed fairly as to all parties hereto and not in favor of or against any
      party, regardless of which party was generally responsible for the preparation
      of this Agreement.





*Remainder
      of page intentionally left blank. Signature page follows.*


[*CONFIDENTIAL
        TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH
        SUCH
        PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***],
        HAS
        BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
        COMMISSION.]


Page
          25


IN
      WITNESS WHEREOF, the duly authorized representatives of the Parties have
      executed this Agreement as of the date first above written.





**BUYER:**
              **LEV
                PHARMACEUTICALS, INC.**
            
            **SELLER:**
              **PLASMA
                CENTERS OF AMERICA, LLC**/s/
                Judson A. Cooper
            
            /s/
                Gary CrandallBy:
                Judson A. Cooper
            
            By:
                Gary CrandallTitle:
                Chairman and Executive Vice President
            
            Title:
                PresidentDated:
                04/09/08


[*CONFIDENTIAL
        TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH
        SUCH
        PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***],
        HAS
        BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
        COMMISSION.]


Page
          26


**Schedule
      1**





**PLASMA
      SPECIFICATIONS**





**LEV
      PHARMACEUTICALS, INC.**


**SOURCE
      PLASMA SPECIFICATIONS** :





a) **Origin of Plasma:** Human
      Source Plasma collected from donors at USA-FDA licensed donor center(s). Each
      donor center must adhere to PPTA (iQPP) voluntary standards. Plasma must be
      collected as Source Plasma as defined by the FDA in 21 CFR Part 640 Subpart
      G,
      Source Plasma 640.60.





b) **Selection/Exclusion
      Criteria for Donors (Donations):** The
      selection/exclusion criteria used for determining donor eligibility was
      performed in accordance to the current SOP’s of the collecting facility at the
      time of donation from donors meeting all donor screening and donor selection
      criteria. Plasma must be collected from donors who fulfill all requirements
      as
      Qualified Donors as defined by iQPP standards and in accordance with 21 CFR
      Part
      640 Subpart G, Source Plasma Suitable Donors 640.63.





c) **Examination
      and Interview of Donors:** The
      donor
      examination and/or interview was performed in accordance to the current SOP’s of
      the collecting facility and performed in accordance with all US requirements
      at
      the time of donation.





d) **Screening
      Tests on Individual Donations:** Testing
      requirements as described in 21 CFR 640.67 and 640.71 must be met and shall
      meet
      the following criteria:





**TEST**
            **TEST
                RESULT**Anti
                HIV 1⁄2
            Non-reactiveHBsAg
            Non-reactiveAnti-HCV
            Non-reactiveHIV
                NAT
            NegativeHCV
                NAT
            NegativeSyphilis
            Negative
                or Non-reactive donorAtypical
                Antibody
            Negative
                donor





A
      list of
      all current test kits or methods shall be submitted to Lev Pharmaceuticals,
      and
      updated in the event a test or method is changed.





For
      Lookbacks and notification for destruction of plasma, notification must be
      made
      to Lev Pharmaceuticals:





§
            Within
                three working days upon receipt of reactive or positive test results
                from
                a donor from whom prior or subsequent units have been shipped to
                Lev
                Pharmaceuticals


§
            Within
                one working day of notification of Post Donation Information resulting
                in
                product recalls or seizure concerning units shipped to Lev
                Pharmaceuticals




[*CONFIDENTIAL
          TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH
          SUCH
          PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***],
          HAS
          BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]


Page
          27





§
            Within
                three working days of receipt of Post Donation Information not resulting
                in a seizure or recall (e.g. tattoo, body piercing, high risk
                behavior)




**e)
      Density:** The
      density of plasma must be 1.026.





f) **Shelf
      life:** Each
      bottle must have at least a remaining shelf life of 5 years as of
      delivery.





g) **System
      to Trace Donations:** Supplier
      shall maintain systems that all donations are traceable to the individual
      donors.





h) **Plasma
      Collection System:** Source
      Plasma collection in bottles in accordance to current SOP’s of the collecting
      facility at the time of donation. Plasma must be collected in bottles that
      fulfill all requirements sited by the FDA in 21 CFR Part 640 Subpart G, Source
      Plasma 640.64(b). Plasma collection must fulfill all additional requirements
      as
      defined by the FDA in 21 CFR Part 640 Subpart G, Source Plasma
      640.64.





Plasma
      units that fall into one of the following categories is unacceptable for
      shipment to Lev Pharmaceuticals:





§
            Units
                with reactive or positive viral marker test results; Prior or subsequent
                units from donors that have been found to be reactive/positive for
                required testing


§
            Hemolyzed
                or lipemic units


§
            Units
                with frozen plasma on the outside of the
                container


§
            Broken
                or contaminated units


§
            Untested
                or units with incomplete testing (except for units shipped to RxCrossroads
                under “holding” )


§
            Orphan
                units


§
            Units
                having errors that breech traceability such as units that cannot
                be traced
                back to an individual donor





i) **Plasma
      Storage and Transport:** Source
      Plasma must be frozen by cooling rapidly at -20oC or colder, as soon as possible
      and at the latest within 24h of collection. Plasma storage and transportation
      has been maintained at -20oC or colder. The Seller will provide one additional
      sample for each unit shipped to Purchaser with the Shipment packaged in separate
      boxes as per shipment id.





j) **Quality
      Specifications –**  **Documentation:**





Each
      shipment of Plasma must have the following shipment documentation and electronic
      information associated with it.





·
            Bill
                of Lading (copy)


·
            Certificate
                of Quality (see Exhibit B below)
                (original)


·
            Shipping
                Report Summary


·
            Shipment
                Report Detail






[*CONFIDENTIAL
          TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH
          SUCH
          PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***],
          HAS
          BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION.]




Page
          28





·
            Plasma
              Packing and Test Report Forms ·
            E-File
                (see requirements below)





The
      Bill
      of Lading shall include the following information:





·
            ***


·
            ***


·
            ***


·
            ***


·
            ***


·
            ***


·
            ***


·
            ***


·
            ***





The
      Shipping Report Summary shall include the following information:





·
            ***


·
            ***


·
            ***


·
            ***


·
            ***


·
            ***


·
            ***


·
            ***


·
            ***


·
            ***





The
      Shipping Report Detail shall include the following information:





·
            ***


·
            ***


·
            ***


·
            ***


·
            ***


·
            ***


·
            ***




[*CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH
      SUCH
      PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***],
      HAS
      BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]




Page
          29




The
      Plasma Packing and Test Report shall include the following
      information:





·
            ***


·
            ***


·
            ***


·
            ***


·
            ***


·
            ***


·
            ***


·
            ***


·
            ***


·
            ***


·
            ***


·
            ***


·
            ***





The
      originals of this documentation are to be mailed to the following
      address:





Lev
      Pharmaceuticals





k) **Electronic
      data of shipment:** Every
      shipment will include an electronic file that contains information about the
      shipment. Included in these files is the following information:





·
            ***


·
            ***


-
            ***


***


-
            ***


***


-
            ***


***


-
            ***


·
            **Header-record**containing
                  the following information:






o
            ***o
            ***o
            ***


[*CONFIDENTIAL
          TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH
          SUCH
          PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***],
          HAS
          BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION.]
  Page
            30




o
            ***o
            ***




o
            ***





-
            A
                number of**detail-records**containing the following information for each plasma
                unit:






o
            ***o
            ***o
            ***o
            ***o
            ***o
            ***o
            ***o
            ***




1.
            ***


2.
            ***


3.
            ***


4.
            ***


5.
            ***


6.
            ***


7.
            ***


8.
            ***







-
            **Trailer-line**containing
                the following information:


o
            ***o
            ***o
            ***


Each
      bottle will be labeled with at least the following information:


**•** Supplier
      name and license number


**•** Plasma
      Type


**•** Unit **** Identification
      will be by means of barcode unit number type CODE128


**•** Volume


**•** Anticoagulant
      composition


**•** Storage
      temperature


**•** Expiration
      date


**•** Plasma
      bottle lot number (on bottle)





Each
      case
      will be labeled with at least the following information:


·
            Supplier
                name and license number






[*CONFIDENTIAL
            TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT.
            EACH SUCH
            PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK
            [***], HAS
            BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]
 Page
            31




·
            Plasma
                Type


·
            Shipment
                Id


·
            Case
                number







**Exhibit
      A**





**Center
                A**
            
            **Center
                B**
            
            **Center
                C****Selection
                of New Center Locations**
            
            ***
                * ***
            
            ***
                * ***
            
            ***
                * *****Lease
                Negotiation**
            
            ***
                * ***
            
            ***
                * ***
            
            ***
                * *****Construction
                Permitting**
            
            ***
                * ***
            
            ***
                * ***
            
            ***
                * *****Commencement
                of Construction**
            
            ***
                * ***
            
            ***
                * ***
            
            ***
                * *****Opening
                Preparation**
            
            ***
                * ***
            
            ***
                * ***
            
            ***
                * *****New
                Center Opening Dates**
            
            ***
                * ***
            
            ***
                * ***
            
            ***
                * ***


**Note:** Dates
      indicated above specify the date by which each specific event is to be completed
      or occur.


[*CONFIDENTIAL
        TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH
        SUCH
        PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***],
        HAS
        BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
        COMMISSION.]


Page
          32