<PAGE>

                                                                   EXHIBIT 10.94
                             SUBLICENSE AGREEMENT
                                    OF THE
                     DIACLONE MONOCLONAL ANTIBODY LICENSE

     This SUBLICENSE AGREEMENT OF THE DIACLONE MONOCLONAL ANTIBODY LICENSE
("Agreement"), dated as of August 31, 2001 ("Effective Date") is entered into by
  ---------                                  --------------
and between Baxter Healthcare Corporation, a Delaware corporation having its
principal place of business at One Baxter Parkway, Deerfield, Illinois 60015
("Baxter"), and Nexell of California, Inc., a Delaware corporation having its
  ------
principal place of business at Nine Parker, Irvine, California 92618 ("Nexell").
                                                                       ------

                                   RECITALS

     WHEREAS, Nexell entered into a certain Monoclonal Antibody License
Agreement, dated as of September 30, 1999 (the "License Agreement"), annexed as
                                                -----------------
Exhibit A hereto, under which Diaclone SA ("Licensor") granted to Nexell certain
                                            --------
rights to the Licensed Intellectual Property (as hereafter defined).

     WHEREAS, Nexell desires to sublicense to Baxter certain rights under the
License Agreement in order to enable Baxter to perform its sale, marketing and
distribution obligations under that certain Distribution and License Agreement
by and between Nexell and Baxter dated as of August 31, 2001 (the "Distribution
                                                                   ------------
and License Agreement").
---------------------

                                   AGREEMENT

     NOW THEREFORE, for good and valuable consideration, including the promises
contained herein, the parties do hereby agree to be bound as follows:

1.   Definitions

     1.1  Terms Defined in the License Agreement. Capitalized terms not
          --------------------------------------
          otherwise defined herein shall have the meanings given them in the
          License Agreement.

     1.2  As used herein, the following terms shall have the specified meaning:

          (a)  "Licensed Intellectual Property" shall mean the intellectual
                ------------------------------
               property defined in the License Agreement under Sections 1(b),
               1(c), 1(f), 1(h) and 1(i).

          (b)  "Non-Compete Agreement" shall mean the Non-Competition and
                ---------------------
               Confidentiality Agreement, by and among Baxter, Nexell, and
               VIMRx Pharmaceuticals Inc., dated as of December 18, 1997,
                    as amended.

          (c)  "Products" shall have the meaning ascribed to it in the
                --------
               Distribution and License Agreement.
<PAGE>

          (d)  "Product Categories" shall have the meaning ascribed to it in the
                ------------------
               Distribution and License Agreement.

          (e)  "Supply Agreement" shall mean the Supply Agreement by and between
                ----------------
               Baxter and Nexell dated as of August 31, 2001.

2.   Payment.

     Baxter agrees to pay, perform, discharge or otherwise satisfy, or cause to
be paid, performed, discharged or otherwise satisfied the obligations under the
License Agreement arising on or after the date hereof with respect to any
Products sold by Baxter by transmitting any and all payments and reports
directly to Licensor, with simultaneous written notice thereof to Nexell.

3.   License Grant by Nexell to Baxter

     Nexell hereby grants to Baxter: (i) an exclusive (even as to Nexell),
worldwide license under the Licensed Intellectual Property to market and sell
the Products, and any components thereof; (ii) an exclusive (except as to
Nexell), worldwide license under the Licensed Intellectual Property to make,
have made and import the Products, and any components thereof; (iii) an
exclusive (even as to Nexell) worldwide license under the Licensed Intellectual
Property to use the Products and components solely for the distribution purpose
set forth in Section 5 of the Distribution and License Agreement; and (iv) an
exclusive (except as to Nexell), worldwide license under the Licensed
Intellectual Property for internal research and development purposes (including
clinical trials) to improve Products for Ex Vivo Cell Processing (as such term
is defined in the Non-Compete Agreement) (the "License"). The foregoing license
                                               -------
rights shall not include the right for Baxter to use the Licensed Intellectual
Property to practice Ex Vivo Cell Processing commercially. Either party shall
have the right to sublicense its rights described in this Section 3, provided
such party has obtained the other party's prior written consent (such consent
not to be unreasonably withheld or delayed) and any such sublicensee agrees to
be bound by the terms and conditions of this Agreement and the Non-Compete
Agreement (the terms of which shall be binding upon any sublicensee in the same
manner and to the same extent such terms bind the applicable licensor).

4.   Notification of Payments and Reports

     Each party shall notify the other party of any payment, royalty payment,
FDA marketing approval and first commercial sale in each country where such sale
is made and shall provide the other party with copies of any payment or report
transmitted to Licensor concurrent with the transmittal of same to Licensor.

5.   Nexell's Rights to Avoid Termination of License Agreement; Termination;
     Non-Modification; Exclusivity

     5.1  Baxter shall provide Nexell with written notice within three (3)
          business days of the occurrence of any of the following:

          (a)  Failure to meet its royalty payment obligations under the License
               Agreement;
<PAGE>

          (b)  Baxter's material breach of any other obligation under the
               License Agreement;

          (c)  Receipt of any notification or other communication relating or
               otherwise referring to Baxter's alleged breach of its
               responsibilities under the License Agreement or threatening
               termination of the License Agreement.

     5.2  After receipt of notice under Section 5.1 above, or, in the event that
          Nexell, in good faith, after consultation with Baxter, reasonably
          believes that the License Agreement will be terminated absent action
          by Nexell, Nexell may, at its option, take such actions it considers
          to be reasonably necessary in order to avoid such termination. To the
          extent Nexell advances payments on Baxter's behalf, such payment shall
          be considered a loan to Baxter. Interest on the amount advanced shall
          accrue and be payable from the date advanced at a rate of 1% per month
          (or the highest rate allowed by law, if lower) compounded annually,
          until fully paid (including full payment of such interest).

     5.3  Final Notice to Cure. In the event Nexell exercises its rights under
          --------------------
          Section 5.2 above, Nexell shall be entitled to terminate this
          Agreement, provided, Nexell serves Baxter with thirty (30) days prior
          notice of its intention to terminate, and gives Baxter the opportunity
          to cure the breach which necessitated Nexell's action under Section
          5.2 above, including the payment of any fees, plus interest, due and
          owing to Nexell, and/or a reimbursement of Nexell's costs and expenses
          incurred by Nexell in exercising its rights under Section 5.2 above.

     5.4  Early Termination. Nexell may terminate this Agreement if a final,
          -----------------
          non-appealable decision is rendered by an arbitrator or a court of
          competent jurisdiction holding that Baxter has materially breached its
          obligations under Section 2 of the Non-Compete Agreement after having
          been given at least 180 days notice of such breach by Nexell. In
          addition, upon the termination of the Distribution and License
          Agreement in accordance with its terms, this Agreement shall
          automatically terminate.

     5.5  Termination for Baxter Bankruptcy. This Agreement and the license
          ---------------------------------
          granted hereunder shall automatically terminate, without further
          action of any kind by Nexell, upon bankruptcy, insolvency, assignment
          for the benefit of creditors or other act of insolvency by, or against
          Baxter.

     5.6  Non-Modification. Except as expressly permitted herein, neither party
          ----------------
          shall take any action to amend, extend, terminate or otherwise modify
          the terms and conditions of, or the rights and obligations of the
          parties to, the License Agreement without the prior written consent of
          the other party.

     5.7  Exclusivity. To the extent that Baxter becomes a non-exclusive
          -----------
          marketing, sales and distribution entity with regard to any Products
          Category(ies) in specified countries under the Distribution and
          License Agreement, Baxter shall similarly
<PAGE>

          convert into a non-exclusive marketing, sales and distribution entity
          for the same Product Category(ies) in the same countries pursuant to
          this Agreement.

6.   Enforcement of Licensed Intellectual Property Rights. Baxter and Nexell
     shall each, promptly, but in no event no later than thirty (30) days after
     receipt of notice thereof, notify the other of any patent nullity actions,
     oppositions, reexaminations, any declaratory judgment actions or any
     alleged or threatened infringement of patents or patent applications or
     misappropriation or violation of any Licensed Intellectual Property, or if
     Baxter or Nexell, or any of their respective Affiliates, shall be named as
     a defendant in a legal proceeding by a third party alleging infringement,
     misappropriation or violation of a patent or other intellectual property
     right as a result of the manufacture, production, use, distribution or sale
     of any Product or of any other information or notification regarding the
     Licensed Intellectual Property.

     6.1  Baxter and Nexell shall cooperate in any action taken by a third party
          solely involving a nullity action, opposition, reexamination or any
          other action taken by such third party alleging the invalidity or
          unenforceability of any Licensed Intellectual Property. Both parties
          agree to share equally in the cost of the defense of such Licensed
          Intellectual Property.

     6.2  Baxter shall have the first right to respond to, defend or prosecute
          any actions taken to defend any alleged or threatened infringement,
          misappropriation or any other violation by a third party of Baxter's
          rights under the license granted in Section 3 of this Agreement. It is
          understood that such action may include defending against a nullity
          action or similar action or causes of action taken by such third party
          in such proceedings or actions. Nexell agrees to cooperate with Baxter
          and its legal counsel, join in suits or actions that may be brought by
          Baxter, at Baxter's request, allow itself to be named as a party, at
          Baxter's request, and be available at Baxter's reasonable request to
          be an expert witness or otherwise to assist in such proceedings. If
          Baxter elects to respond to, defend, prosecute or settle any such
          actions, challenges, infringements, misappropriations or proceedings
          by a third party alleging infringement, misappropriation or violation
          of Baxter's rights as described above then: (i) Baxter shall bear all
          legal fees and other costs and expenses associated with such response
          or defense, including those incurred by Nexell at Baxter's request;
          and (ii) Baxter shall keep all amounts recovered from third parties in
          connection with such response or defense. Furthermore, Baxter shall
          have the right to license such Licensed Intellectual Property in
          connection with any settlement of any such claim, with the prior
          written consent of Nexell (such consent not to be unreasonably
          withheld or delayed). Baxter shall have six (6) months to elect to
          respond to, defend or prosecute any such allegations of infringement,
          misappropriation or violation of rights. If Baxter declines to respond
          to, defend or prosecute any such action within such six (6) month
          period, then Nexell shall have the right to elect to bring any
          necessary action to defend or prosecute any such allegations of
          infringement, misappropriation or violation of rights. Notwithstanding
          anything to the contrary set forth in this Section 6.2, it is
          understood that nothing contained in this Section 6.2 shall limit,
          impose any additional obligation on or otherwise alter Nexell's
<PAGE>

          obligation to indemnify Baxter under the Distribution and License
          Agreement or this Agreement.

     6.3  For any such actions against a third party alleging any infringement,
          misappropriation or violation of rights that are not included under
          the rights granted to Baxter under the license granted in Section 3 of
          this Agreement, Nexell shall have six (6) months to elect to respond
          to, defend or prosecute any such allegations of infringement,
          misappropriation or violation of rights. If Nexell declines to make
          any such election within such six (6) month period, then Nexell hereby
          grants Baxter automatically the exclusive right to elect to bring any
          necessary action to defend or prosecute any such allegations of
          infringement, misappropriation or violation of rights. If Baxter
          elects to do so, then Nexell's license grant to Baxter under the
          license granted in Section 3 of this Agreement shall be deemed to be
          amended to include an exclusive license to take whatever actions are
          necessary for Baxter (and solely for the purpose of the foregoing) to
          respond to, defend or prosecute any such actions to enforce such
          rights, including the right to seek past damages. In connection
          therewith, Nexell agrees to cooperate with Baxter and its legal
          counsel, join in suits or actions that may be brought by Baxter, at
          Baxter's request, allow itself to be named as a party, at Baxter's
          request, and be available at Baxter's reasonable request to be an
          expert witness or otherwise to assist in such proceedings. Baxter
          shall bear all legal fees and other costs and expenses associated with
          such response or defense, including those incurred by Nexell at
          Baxter's request, and Baxter shall keep all amounts recovered from
          third parties in connection with such response or defense.
          Furthermore, Baxter shall have the right to license such Licensed
          Intellectual Property in connection with any settlement of any such
          claim, with the prior written consent of Nexell (such consent not to
          be unreasonably withheld or delayed). Notwithstanding anything to the
          contrary set forth in this Section 6.3, it is understood that nothing
          contained in this Section 6.3 shall limit, impose any additional
          obligation on or otherwise alter Nexell's obligation to indemnify
          Baxter under the Distribution and License Agreement or this Agreement.

7.   Indemnification

     7.1  Indemnification by Nexell. Nexell shall defend, indemnify and hold
          -------------------------
          Baxter and its Affiliates harmless from and against any and all
          claims, suits and expenses, including reasonable attorney expenses,
          arising out of or relating to (i) Nexell's breach of this Agreement;
          and (ii) Nexell's breach of the License Agreement.

     7.2  Indemnification by Baxter. Baxter shall defend, indemnify and hold
          -------------------------
          Nexell and its Affiliates harmless from and against any and all
          claims, suits and expenses, including reasonable attorney expenses,
          arising out of or relating to (i) Baxter's breach of this Agreement;
          and (ii) any claim for property damage, personal injury or death
          arising out of the manufacture, use, sale or other disposition of any
          products that use the Licensed Intellectual Property by Baxter, its
          Affiliates or sublicensees; provided, however, that in the event that
                                      --------  -------
          any product is a Product,
<PAGE>

          the indemnification provisions in the Distribution and License
          Agreement shall exclusively govern any claim.

8.   Dispute Resolution

     8.1  Provisional Remedies. The procedures specified in this Section 8 shall
          --------------------
          be the sole and exclusive procedures for the resolution of disputes
          between the parties arising out of or relating to this Agreement;
          provided, however, that a party, without prejudice to these
          --------  -------
          procedures, may seek a preliminary injunction or other provisional
          relief if, in its sole judgment, such action is deemed necessary to
          avoid irreparable damage or to preserve the status quo. During such
          action, the parties will continue to participate in good faith in the
          procedures specified in this Section 8.

     8.2  Negotiations Between Executives. The parties will attempt in good
          -------------------------------
          faith to resolve any claim or controversy arising out of or relating
          to the execution, interpretation or performance of this Agreement
          (including the validity, scope and enforceability of the provisions
          contained in this Section 8) promptly by negotiations between
          executives who have authority to settle the controversy and who are at
          a higher level of management than the persons with direct
          responsibility for the administration of this Agreement.

     8.3  Arbitration. In the event that any dispute arising out of or relating
          -----------
          to this Agreement or its breach, termination or validity has not been
          resolved after good faith negotiation pursuant to the procedures of
          Section 8.2, such dispute shall upon written notice by either party to
          the other, be finally settled by arbitration administered by the
          Center for Public Resources in accordance with the provisions of its
          Commercial Arbitration Rules and the United Stated Federal Arbitration
          Act, as modified below:

          (a)  The arbitration shall be heard by a panel of three (3)
               independent and impartial arbitrators, all of whom shall be
               selected from a list of neutral arbitrators supplied by the
               Center for Public Resources. From such list, each of Baxter and
               Nexell shall select one (1) arbitrator, and the arbitrators so
               selected shall select a third. The panel shall designate one (1)
               among them to serve as chair.

          (b)  The arbitration proceedings shall be conducted in Los Angeles
               County or Orange County in the State of California.

          (c)  Any party may seek interim or provisional remedies under the
               Federal Rules of Civil Procedure and the United States Federal
               Arbitration Act as necessary to protect the rights or property of
               the party pending the decision of the arbitrators.

          (d)  The parties shall allow and participate in limited discovery for
               the production of documents and taking of depositions, which
               shall be conducted in accordance with the Commercial Arbitration
               Rules of the
<PAGE>

               Center for Public Resources. All discovery shall be completed
               within sixty (60) days following the filing of the answer or
               other responsive pleading. Unresolved discovery disputes shall be
               brought to the attention of the chair of the arbitration panel
               and may be disposed of by the chair.

          (e)  Each party shall have up to fifty (50) hours to present evidence
               and argument in a hearing before the panel of arbitrators,
               provided that the chair of the panel of arbitrators may establish
               such longer times for presentations as the chair deems
               appropriate.

          (f)  The arbitration award shall be rendered by the arbitrators within
               fifteen (15) business days after conclusion of the hearing of the
               matter, shall be in writing and shall specify the factual and
               legal basis for the award. Judgment thereon may be entered in any
               court having jurisdiction thereof.

          (g)  The arbitrators are empowered to order money damages in
               compensation for a party's actual damages, specific performance
               or other appropriate relief to cure a breach; provided, however,
                                                             --------  -------
               that the arbitrators will have no authority to award special,
               punitive or exemplary damages, or other money damages that are
               not measured by the prevailing party's actual damages.

     8.4  Performance During Dispute. Each party is required to continue to
          --------------------------
          perform its obligations under this Agreement pending final resolution
          of any dispute arising out of or relating to this Agreement, unless to
          do so would be commercially impossible or impractical under the
          circumstances.

9.   General

     9.1  Provisions Contrary to Law/Severability. In performing this Agreement,
          ---------------------------------------
          the parties hereto shall comply with all applicable laws. Nothing in
          this Agreement shall be construed so as to require the violation of
          any law, and wherever there is a conflict between any provision of
          this Agreement and any applicable law, the applicable law shall
          prevail. In the event any provision of this Agreement conflicts with
          any applicable law or is otherwise determined by an arbitrator or
          court having valid jurisdiction thereof to be unenforceable, the
          affected provision of this Agreement shall be deemed to have been
          modified to the extent necessary so as not to conflict with the
          applicable law or to be unenforceable or, if such modification is not
          possible, such provision shall be deemed to have been deleted
          herefrom, without affecting, impairing or invalidating the remaining
          provisions of this Agreement.

     9.2  Foreign Government Approval or Registration. If this Agreement or any
          -------------------------------------------
          associated transaction is required by the law of any nation to be
          either approved or registered with any governmental authority, or any
          agency or political subdivision thereof, Baxter shall assume all legal
          obligations to do so. In connection
<PAGE>

          therewith, Nexell shall cooperate and assist with all reasonable
          requests by Baxter.

     9.3  Export Control. Each party shall observe all applicable United States
          --------------
          and foreign laws with respect to the transfer of Products and related
          technical data to foreign nations, countries and other sovereign
          states.

     9.4  Notices. All notices required under this Agreement shall be in
          -------
          writing, and all such notices and other written communications
          (including product orders and invoices) shall be delivered either by
          hand, by a nationally recognized overnight delivery service (with
          delivery charges prepaid), by first class, registered or certified
          United States mail (postage prepaid), or by facsimile transmission
          (provided that in the case of facsimile transmission, a confirmation
          copy of the notice shall be delivered by hand, by a nationally
          recognized overnight delivery service (with charges prepaid), or by
          first class, registered or certified United States mail (postage
          prepaid) within two (2) days of facsimile transmission), addressed to
          each party as follows:

          If to Baxter, such notices and any other written communications shall
          be delivered to:

          Baxter Healthcare Corporation
          Oncology
          One Baxter Parkway
          Deerfield, Illinois 60015
          Attention: Cindy Collins - General Manager
          Telecopy:  (847) 948-4684

          With copies to:

          Baxter Healthcare Corporation
          P.O. Box 15210
          Irvine, California 92623-5210
          Attention: Michael Schiffer, Esq. - Chief Patent Counsel
          Telecopy:  (949) 474-6330

          and

          Baxter Healthcare Corporation
          Baxter Biosciences
          One Baxter Parkway
          Deerfield, Illinois 60015
          Attention: President - Venture Management
          Telecopy:  (847) 940-6271

          If to Nexell, such notices and any other written communications shall
          be delivered to:
<PAGE>

          Nexell of California, Inc.
          Nine Parker
          Irvine, California 92618
          Attention: President and CEO
          Telecopy:  (949) 470-6645

          With copies to:

          Bryan Cave LLP
          700 Thirteenth Street, N.W.
          Washington, D.C. 20005
          Attention: Eric F. Stoer, Esq.
          Telecopy:  (202) 508-6200

          and  to:

          Nexell Therapeutics Inc.
          Nine Parker
          Irvine, California 92618
          Attention: Chairman
          Telecopy:  (949) 470-6645

          or such other address as any such party may designate in writing and
          delivered to the other party hereto pursuant to this Section 9.4. All
          such notices or other written communications shall be deemed to have
          been received by the addressee if delivered by: hand or by a
          nationally recognized overnight delivery service (with delivery
          charges prepaid) at the time of delivery; by first class, registered
          or certified United States mail (postage prepaid), three (3) business
          days after delivery thereof to the United States Postal Service; or by
          facsimile transmission, at the time of transmission.

     9.5  Force Majeure. Neither party to this Agreement shall be liable for
          -------------
          delay or failure in the performance of any of its obligations
          hereunder if such delay or failure is due to causes beyond its
          reasonable control, including acts of God, fires, earthquakes, strikes
          and labor disputes, acts of war, civil unrest or intervention of any
          governmental authority, but any such delay or failure shall be
          remedied by such party as soon as is reasonably possible. A party's
          lack of financial resources to effect its performance hereunder shall
          not be considered a force majeure event.

     9.6  Limitation of Liability. IN NO EVENT, WHETHER AS A RESULT OF BREACH OF
          -----------------------
          CONTRACT, TORT LIABILITY (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL
          EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, PUNITIVE,
          EXEMPLARY OR LIQUIDATED DAMAGES.
<PAGE>

     9.7  Use of Names. Neither party shall be permitted to use the name of the
          ------------
          other in any promotional materials or advertising related to the
          Products without the prior written consent of the other or as
          permitted by the Distribution and License Agreement or Supply
          Agreement.

     9.8  Assignment. Nexell shall not assign its rights or obligations under
          ----------
          this Agreement to any party during the term of the Distribution and
          License Agreement and Supply Agreement without the prior written
          consent of Baxter. Notwithstanding the foregoing, and subject to the
          terms of the Stockholders Agreement, Nexell may assign its rights
          under this Agreement in the event of a sale, merger or other business
          combination of Nexell with or into another business, provided that
          Nexell obtains the advance written consent of Licensor. Baxter may
          assign its rights and obligations hereunder to any party without prior
          notice to or consent of Nexell. Subject to the foregoing, this
          Agreement shall inure to the benefit of and be binding on the parties'
          permitted successors and assigns.

     9.9  Waivers and Modifications. The failure of any party to insist on the
          -------------------------
          performance of any obligation hereunder shall not be deemed to be a
          waiver of such obligation. Waiver of any breach of any provision
          hereof shall not be deemed to be a waiver of any other breach of such
          provision or any other provision. No waiver, modification, release or
          amendment of any obligation under or provision of this Agreement shall
          be valid or effective unless in writing signed by the other party to
          be bound by such waiver, modification, release or amendment.

     9.10 Choice of Law and Jurisdiction. This Agreement shall be governed by
          -------------------------------
          and construed in accordance with the internal laws of the State of
          Delaware, without application of conflicts of law principles, and,
          subject to Section 9.9, each party hereby submits to the jurisdiction
          and venue of any state or federal court in the State of Delaware. To
          the extent permissible by law, each of the parties hereby waives,
          releases and agrees not to assert, and agrees to cause its Affiliates
          to waive, release and not assert, any rights such party or its
          Affiliates may have under any foreign law or regulation that would be
          inconsistent with the terms of this Agreement as governed by Delaware
          law.

     9.11 Independent Parties. By virtue of this Agreement, neither party
          -------------------
          constitutes the other as its agent (except as may otherwise be
          expressly provided herein), partner, joint venturer, or legal
          representative and neither party has express or implied authority to
          bind the other in any manner whatsoever.

     9.12 Entire Agreement. This Agreement and the Non-Compete Agreement,
          ----------------
          together with the License Agreement and the Exhibits and Schedules
          annexed thereto, and the Asset Purchase Agreement dated as of August
          3, 2001, by and among Baxter, Nexell and Nexell Therapeutics Inc., and
          all agreements contemplated thereby (including the agreements noted on
          Schedule 5.15 thereof as continuing in effect), constitute the entire
          agreement between the parties as to the subject matter hereof, and all
          prior negotiations, representations, agreements and understandings are

<PAGE>

          merged into, extinguished by and completely expressed by this
          Agreement and the other agreements referred to above.

     9.13 Counterparts. This Agreement may be executed in any number of
          ------------
          counterparts with the same effect as if all parties had signed the
          same document. All such counterparts shall be deemed an original,
          shall be construed together, and shall constitute one and the same
          instrument.

     9.14 Rules of Construction. In this Agreement, unless a clear contrary
          ---------------------
          intention appears:

          (a)  The singular number includes the plural number and vice versa;

          (b)  Reference to any party includes such party's permitted successors
               and assigns;

          (c)  Reference to any gender includes the other gender;

          (d)  Reference to any Section, Exhibit or Schedule means such section
               of this Agreement, exhibit to this Agreement or schedule to this
               Agreement, as the case may be, and references in any section or
               definition to any clause means such clause of such section or
               definition;

          (e)  "Herein," "hereunder," "hereof," "hereto," and words of similar
               import shall be deemed references to this Agreement as a whole
               and not to any particular section or other provision of this
               Agreement;

          (f)  "Including" (and with the correlative meaning "include") means
               including without limiting the generality of any description
               preceding such term;

          (g)  Relative to the determination of any period of time, "from" means
               "from and including," "to" means "to but excluding" and "through"
               means "through and including";

          (h)  Reference to any law (including statutes and ordinances) means
               such law as amended, modified, codified or reenacted, in whole or
               in part, and in effect from time to time, including rules and
               regulations promulgated thereunder;

          (i)  Accounting terms used herein shall have the meanings historically
               attributed to them by Baxter Inc., a Delaware corporation, and
               its subsidiaries prior to the date hereof;

          (j)  In the event of any conflict between any of the provisions of the
               body of this Agreement and any exhibit or schedule hereto, the
               provisions of the body of this Agreement shall control;
<PAGE>

          (k)  The headings contained in this Agreement have been inserted for
               convenience of reference only, and are not to be used in
               construing this Agreement; and

          (l)  Any rule of construction or interpretation which might otherwise
               require this Agreement to be construed or interpreted against
               either party shall not apply to any construction or
               interpretation hereof.

             [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>

     IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first set forth above.

                                         BAXTER HEALTHCARE CORPORATION



                                            By:  /s/
                                               ---------------------------------
                                               Timothy B. Anderson
                                               Senior Vice President, Corporate
                                               Strategy and Development


                                         NEXELL OF CALIFORNIA, INC.



                                            By:  /s/
                                               ---------------------------------
                                               William A. Albright, Jr.
                                               President