**Exhibit 10.27**

 

 

 

Confidential materialsomitted and filed separately with

the Securities andExchange Commission.

Asterisks denoteomissions.

** **

** **

** **

** **

**ASSETPURCHASE AGREEMENT**

 

 

Between

** **

** **

**MEDIMMUNE, INC.**,

as Seller,

 

and

 

**ZLB BEHRING AG**,

as Purchaser,

 

Dated as ofNovember 8, 2006

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**TABLE OFCONTENTS**
|        | ** ** | ** **                                   | ** ** | ** **                                                   | ** ** | **Page** |
|--------|------------|----------------------------------------------|------------|--------------------------------------------------------------|------------|----------|
| 1.     |       | SALE AND PURCHASE OF ASSETS.                 |       | 1                                                            |
|   |       | 1.1                                          |       | Purchase and Sale.                                           |       | 1        |
|   |       | 1.2                                          |       | Transfer of Assets.                                          |       | 1        |
|   |       | 1.3                                          |       | Assumed and Excluded Liabilities.                            |       | 3        |
|   |       | 1.4                                          |       | Closing.                                                     |       | 6        |
|   |       | 1.5                                          |       | Purchase Deposit.                                            |       | 6        |
|   |       | 1.6                                          |       | Purchase Price.                                              |       | 6        |
|   |       | 1.7                                          |       | Milestone Payments.                                          |       | 7        |
|   |       | 1.8                                          |       | Inventory Calculations.                                      |       | 10       |
|   |       | 1.9                                          |       | Allocation of Purchase Price.                                |       | 11       |
|   |       | 1.10                                         |       | Prorations.                                                  |       | 12       |
|   |       | 1.11                                         |       | Risk of Loss.                                                |       | 12       |
|   |       |                                         |       |                                                         |       |     |
| 2.     |       | REPRESENTATIONS AND WARRANTIES OF SELLER.    |       | 13                                                           |
|   |       | 2.1                                          |       | Organization.                                                |       | 13       |
|   |       | 2.2                                          |       | Due Authorization.                                           |       | 13       |
|   |       | 2.3                                          |       | No Conflicts; Consents.                                      |       | 13       |
|   |       | 2.4                                          |       | Title to Assets.                                             |       | 14       |
|   |       | 2.5                                          |       | Intellectual Property.                                       |       | 14       |
|   |       | 2.6                                          |       | Contracts.                                                   |       | 14       |
|   |       | 2.7                                          |       | Compliance with Laws.                                        |       | 15       |
|   |       | 2.8                                          |       | Litigation.                                                  |       | 15       |
|   |       | 2.9                                          |       | Brokers or Finders.                                          |       | 16       |
|   |       | 2.10                                         |       | Inventory.                                                   |       | 16       |
|   |       | 2.11                                         |       | Financial Statements.                                        |       | 16       |
|   |       | 2.12                                         |       | Financial Records.                                           |       | 16       |
|   |       | 2.13                                         |       | No Other Representations or Warranties.                      |       | 17       |
|   |       |                                         |       |                                                         |       |     |
| 3.     |       | REPRESENTATIONS AND WARRANTIES OF PURCHASER. |       | 17                                                           |
|   |       | 3.1                                          |       | Organization.                                                |       | 17       |
|   |       | 3.2                                          |       | Authority; Execution and Delivery; Enforceability.           |       | 17       |
|   |       | 3.3                                          |       | No Conflicts; Consents.                                      |       | 18       |
|   |       | 3.4                                          |       | Brokers and Finders.                                         |       | 18       |
|   |       | 3.5                                          |       | Litigation.                                                  |       | 18       |
|   |       | 3.6                                          |       | Financial Condition.                                         |       | 19       |
|   |       | 3.7                                          |       | Limitations on Acquired Assets.                              |       | 19       |
|   |       | 3.8                                          |       | Governmental Authorizations.                                 |       | 19       |
|   |       | 3.9                                          |       | Financial Statements.                                        |       | 20       |
|   |       | 3.10                                         |       | No Other Purchaser Representations or Warranties.            |       | 20       |
|   |       |                                         |       |                                                         |       |     |
| 4.     |       | COVENANTS PRIOR TO CLOSING.                  |       | 20                                                           |
|   |       | 4.1                                          |       | Access to Information.                                       |       | 20       |
|   |       | 4.2                                          |       | Operation of Product-Related Business Prior to the  Closing. |       | 20       |

 

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|        |   | 4.3                                               |   | Consents and Approvals.                                |   | 22     |
|--------|--------|---------------------------------------------------|--------|--------------------------------------------------------|--------|--------|
|   |   | 4.4                                               |   | HSR Act.                                               |   | 22     |
|   |   | 4.5                                               |   | Other Pre-Closing Covenants.                           |   | 23     |
|   |   |                                              |   |                                                   |   |   |
| 5.     |   | ADDITIONAL COVENANTS.                             |   | 24                                                     |
|   |   | 5.1                                               |   | Confidentiality; Publicity.                            |   | 24     |
|   |   | 5.2                                               |   | Availability of Records.                               |   | 25     |
|   |   | 5.3                                               |   | Revision of Marketing Materials; Use of Names.         |   | 25     |
|   |   | 5.4                                               |   | Customer Notifications.                                |   | 26     |
|   |   | 5.5                                               |   | Product Returns, Rebates, Chargebacks and NDC  Number. |   | 26     |
|   |   | 5.6                                               |   | Accounts Receivable.                                   |   | 28     |
|   |   | 5.7                                               |   | Regulatory Approvals.                                  |   | 29     |
|   |   | 5.8                                               |   | Tax Matters.                                           |   | 31     |
|   |   | 5.9                                               |   | Government Multi-Product Contracts.                    |   | 31     |
|   |   | 5.10                                              |   | Inventory.                                             |   | 31     |
|   |   | 5.11                                              |   | Further Assurances.                                    |   | 31     |
|   |   | 5.12                                              |   | Post-Effective Time Cooperation.                       |   | 32     |
|   |   | 5.13                                              |   | No Active Solicitation of Returns.                     |   | 32     |
|   |   | 5.14                                              |   | Insurance.                                             |   | 32     |
|   |   | 5.15                                              |   | Non-Competition.                                       |   | 33     |
|   |   |                                              |   |                                                   |   |   |
| 6.     |   | CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER.    |   | 33                                                     |
|   |   | 6.1                                               |   | Representations and Warranties.                        |   | 33     |
|   |   | 6.2                                               |   | Performance.                                           |   | 33     |
|   |   | 6.3                                               |   | Legal Proceedings.                                     |   | 34     |
|   |   | 6.4                                               |   | Consents.                                              |   | 34     |
|   |   | 6.5                                               |   | Purchase Price.                                        |   | 34     |
|   |   | 6.6                                               |   | Purchaser’s Certificates.                         |   | 34     |
|   |   | 6.7                                               |   | Assumption Agreement.                                  |   | 34     |
|   |   | 6.8                                               |   | Ancillary Agreements.                                  |   | 34     |
|   |   | 6.9                                               |   | Governmental Authorizations.                           |   | 34     |
|   |   | 6.10                                              |   | Purchaser Financial Information.                       |   | 34     |
|   |   | 6.11                                              |   | Parent Guaranty.                                       |   | 34     |
|   |   |                                              |   |                                                   |   |   |
| 7.     |   | CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER. |   | 34                                                     |
|   |   | 7.1                                               |   | Representations and Warranties.                        |   | 34     |
|   |   | 7.2                                               |   | Performance.                                           |   | 35     |
|   |   | 7.3                                               |   | Legal Proceedings.                                     |   | 35     |
|   |   | 7.4                                               |   | Consents.                                              |   | 35     |
|   |   | 7.5                                               |   | Seller’s Certificates.                            |   | 35     |
|   |   | 7.6                                               |   | Related Instruments.                                   |   | 35     |
|   |   | 7.7                                               |   | Ancillary Agreements.                                  |   | 35     |
|   |   | 7.8                                               |   | Governmental Authorizations.                           |   | 35     |
|   |   | 7.9                                               |   | Baxter/PPS Matters.                                    |   | 35     |
|   |   | 7.10                                              |   | Product Removal Notice.                                |   | 35     |
|   |   |                                              |   |                                                   |   |   |

 

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| 8.     |   | SURVIVAL; INDEMNIFICATION. |   | 36                                          |
|--------|--------|----------------------------|--------|---------------------------------------------|
|   |   | 8.1                        |   | Survival of Representations.                |   | 36 |
|   |   | 8.2                        |   | Indemnification by Seller.                  |   | 36 |
|   |   | 8.3                        |   | Indemnification by Purchaser.               |   | 37 |
|   |   | 8.4                        |   | Calculation of Losses.                      |   | 38 |
|   |   | 8.5                        |   | Termination of Indemnification.             |   | 38 |
|   |   | 8.6                        |   | Procedures.                                 |   | 38 |
|   |   | 8.7                        |   | Sole Remedy; No Additional Representations. |   | 40 |
|   |   | 8.8                        |   | Limitations on Liability.                   |   | 41 |
|   |   |                       |   |                                        |   |   |
| 9.     |   | TERMINATION.               |   | 41                                          |
|   |   | 9.1                        |   | Termination.                                |   | 41 |
|   |   | 9.2                        |   | Effect of Termination.                      |   | 42 |
|   |   |                       |   |                                        |   |   |
| 10.    |   | MISCELLANEOUS.             |   | 42                                          |
|   |   | 10.1                       |   | Amendment and Waivers.                      |   | 42 |
|   |   | 10.2                       |   | Notices.                                    |   | 42 |
|   |   | 10.3                       |   | Definitions; Interpretation.                |   | 43 |
|   |   | 10.4                       |   | Descriptive Headings.                       |   | 44 |
|   |   | 10.5                       |   | Counterparts.                               |   | 44 |
|   |   | 10.6                       |   | Entire Agreement.                           |   | 44 |
|   |   | 10.7                       |   | Fees And Expenses.                          |   | 44 |
|   |   | 10.8                       |   | Governing Law.                              |   | 44 |
|   |   | 10.9                       |   | Specific Performance.                       |   | 44 |
|   |   | 10.10                      |   | Assignment.                                 |   | 44 |
|   |   | 10.11                      |   | Successors and Assigns.                     |   | 44 |
|   |   | 10.12                      |   | Severability.                               |   | 45 |
|   |   | 10.13                      |   | Consent to Jurisdiction.                    |   | 45 |
|   |   | 10.14                      |   | Waiver of Jury Trial.                       |   | 45 |

 

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**LIST OF EXHIBITS, SCHEDULES AND ANNEXES**
| **Annex**     | ** ** | **Description**                              | ** ** | ** ** |
|---------------|------------|----------------------------------------------|------------|------------|
| A             |       | Definitions                                  |
|          |       |                                         |
| **Exhibits**  | ** ** | **Description**                              | ** ** | ** ** |
| A             |       | Assumption Agreement                         |
| B             |       | Reserved                                     |
| C             |       | Trademark Assignment  Agreement              |
| D-1, D-2, D-3 |       | Initial Press Releases                       |
| E             |       | Transition Services  Agreement               |
| F             |       | Escrow Agreement                             |
| G             |       | Parent Guaranty                              |
| H             |       | Bill of Sale                                 |
|          |       |                                         |
| **Schedules** | ** ** | **Description**                              | ** ** | ** ** |
| 1.2(a)        |       | Acquired Assets                              |
| 1.2(a)(i)     |       | Product Intellectual  Property               |
| 1.2(a)(ii)    |       | Governmental  Authorizations                 |
| 1.2(a)(iii)   |       | Product Documentation  and Product Records   |
| 1.2(a)(iv)    |       | Marketing Material                           |
| 1.2(a)(v)     |       | Assigned Contracts                           |
| 1.2(a)(vi)    |       | Customer Lists                               |
| 1.2(a)(vii)   |       | Manufacturing Equipment                      |
| 1.2(a)(viii)  |       | Database Software                            |
| 1.2(b)        |       | Excluded Assets                              |
| 1.3(a)        |       | Assumed Liabilities                          |
| 1.8           |       | Estimated Inventory  Value                   |
| 1.9           |       | Allocation Schedule                          |
| 2.3(a)        |       | No Conflicts                                 |
| 2.3(b)        |       | Consents, Approvals and  Filings             |
| 2.4           |       | Title to Assets  Exceptions                  |
| 2.5           |       | Intellectual Property  Exceptions            |
| 2.6           |       | Assigned Contracts  Exceptions               |
| 2.7(a)        |       | Compliance with Law  Exceptions              |
| 2.7(b)(ii)    |       | Notices from Governmental  Entities          |
| 2.8           |       | Litigation Exceptions                        |
| 3.9(a)        |       | Financial Statements                         |
| 3.9(b)        |       | Interim Financial  Statements                |
| 3.9(c)        |       | Financial Statements  Exceptions             |
| 5.5(b)(iii)   |       | Best Price                                   |
| 5.9           |       | Pricing: Government  Multi-Product Contracts |
| 6.4           |       | Required Consents                            |

 

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**ASSET PURCHASE AGREEMENT**

**THIS ASSET PURCHASE AGREEMENT**(this “**Agreement**”) is entered into as ofNovember 8, 2006, (the “**Agreement Date**”)between MedImmune, Inc., a Delaware corporation (“**Seller**”),and ZLB Behring AG, a Swiss corporation (“**Purchaser**”).

**Recitals**

**WHEREAS**, Seller owns certainassets relating to the manufacture, distribution, marketing and sale of abiological product known as CytoGam® (cytomegalovirus immune globulinintravenous) (the “**Product**”),which assets are referred to herein as the Acquired Assets (as moreparticularly defined below); and

**WHEREAS**, Seller desires to sellto Purchaser, and Purchaser desires to purchase from Seller, the AcquiredAssets (as defined below), and Purchaser has agreed to assume from Seller theAssumed Liabilities (as defined below), all on the terms and conditions setforth in this Agreement; and

**WHEREAS**, except as otherwiseexpressly provided, capitalized terms used herein shall have the meanings setforth in Annex A.

**NOW, THEREFORE**, in considerationof the foregoing and other good and valuable consideration, the receipt andsufficiency of which is hereby acknowledged, the Parties hereby agree asfollows:

**1.**                                      SALE AND PURCHASE OF ASSETS.

**1.1**          **Purchase and Sale.**  On the terms and subject to the conditions ofthis Agreement, Seller shall sell, assign, transfer, convey and deliver toPurchaser, and Purchaser shall purchase, from Seller, as of the Effective Time,all the right, title and interest of Seller in, to and under the AcquiredAssets in consideration for payment of the Purchase Price (as defined below)and the assumption by Purchaser of the Assumed Liabilities. The purchase andsale of the Acquired Assets and the assumption of the Assumed Liabilities arereferred to in this Agreement collectively as the “**Acquisition**.”

**1.2          Transfer of Assets.**

(a)           Acquired Assets.  The term “**AcquiredAssets**” means all Seller’s rights, title and interest in, to andunder those certain assets set forth below and further described in Schedule1.2(a), subject to any limitations, restrictions or conditions imposedunder the Assigned Contracts, the Assumed Liabilities or this Agreement:

(i)            theProduct Intellectual Property;

(ii)           theGovernmental Authorizations;

(iii)          theProduct Documentation and Product Records;

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(iv)          theMarketing Material;

(v)           the rights of Seller and itsAffiliates under the contracts and agreements listed on Schedule 1.2(a)(v)(the “**Assigned Contracts**”);

(vi)          the customer list for the Product andall historical customer lists prepared within the past five (5)****years, which shall be delivered at the Closing as Schedule 1.2(a)(vi);

(vii)         the manufacturing equipment identifiedon Schedule 1.2(a)(vii);

(viii)        the Seller’s interest in the databasesoftware and the data identified on Schedule 1.2(a)(viii);

(ix)           the Inventory;

(x)            all goodwill relating to theAcquired Assets; and

(xi)           all rights in and to all warranties,guarantees and indemnities with respect to the Acquired Assets or AssumedLiabilities, and, except as provided in Section 1.2(b)(vi), all rights,claims or causes of action of Seller and/or any of its Affiliates relating toany Acquired Asset or any Assumed Liability, whether known or unknown,contingent or noncontingent.

(b)           Excluded Assets.  Notwithstanding anything to the contrary in Section1.2(a) and elsewhere in this Agreement, all assets of Seller other than theAcquired Assets (the “**Excluded Assets**”)are not part of the Acquisition.  By wayof clarification and not limitation, the following assets (as further describedon Schedule 1.2(b)) shall be Excluded Assets and shall remain theproperty of Seller after the Closing:

(i)            anyreal estate owned or leased by Seller or any of its Affiliates;

(ii)           allcash and cash equivalents of Seller or any of its Affiliates;

(iii)          theNames;

(iv)          allAccounts Receivable;

(v)           anyrefund or credit of Taxes attributable to any Excluded Tax Liability;

(vi)          all rights, claims, causes of actionand credits of Seller or any of its Affiliates, relating to any Excluded Assetor any Excluded Liability, including any such items arising under insurancepolicies, and all rights in and to all warranties, guarantees and indemnitiesand similar rights in favor of Seller or any of its Affiliates relating to anyExcluded Asset or any Excluded Liability;

(vii)         all rights of Seller or any of itsAffiliates under this Agreement, the Related Instruments and the AncillaryAgreements; and

(viii)        all Retained Information.

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(c)           Liens and Encumbrances.  Subject to any limitations or conditionsimposed by the Assigned Contracts and as otherwise provided in this Agreement,Purchaser is acquiring the Acquired Assets free and clear of all liabilities,obligations and commitments of Seller or any of its Affiliates, other than theAssumed Liabilities, and free and clear of all Liens and Encumbrances, otherthan Permitted Liens.

**1.3          Assumedand Excluded Liabilities.**

(a)           Assumed Liabilities.  Upon the terms and subject to the conditionsof this Agreement, Purchaser hereby assumes, and from and after the EffectiveTime Purchaser shall pay, perform, discharge and otherwise fully satisfy whendue, any and all liabilities, obligations and commitments arising out of orrelated to the liabilities set forth below and further described in Schedule1.3(a) (the “**Assumed Liabilities**”):

(i)            except to the extent set forth in Section1.3(b)(i), all liabilities, obligations and commitments arising out of orrelating to any product liability, breach of warranty or similar claim forinjury to person or property, if asserted following the Effective Time, to theextent that such liabilities, obligations or commitments (A) result from theuse or misuse of Product included in any lot released by or on behalf ofPurchaser after the Effective Time (“**Purchaser Lot**”),(B) otherwise relate to Product included in any Purchaser Lot (including allProceedings relating to any such liabilities) or (C) subject to the TransitionServices Agreement, relate to, or derive from, the sale, handling ordistribution of the Product (including Product from any lot released by or onbehalf of Seller prior to the Effective Time (“**Seller Lot**”))after the Effective Time by or on behalf of Purchaser;

(ii)           except to the extent specificallyprovided in Section 1.3(b)(ii), all liabilities arising out of orrelating to the ownership of the Governmental Authorizations from and after theEffective Time, including the responsibility for all product complaints,recalls, lookbacks, market withdrawals and field corrections with respect toany Product included in any Purchaser Lot;

(iii)          subject to Section 5.5 below,all liabilities arising out of or relating to the return of any Productincluded in any lot from which Seller had not shipped any vials of Productprior to the Effective Time;

(iv)          subject to Section 5.5, allliabilities, obligations and commitments arising out of or relating to anyrebates, chargebacks, or administrative fees related to any Product that areasserted or requested on or after [*****];

(v)           all liabilities for Taxes arising outof or relating to, directly or indirectly, the Acquired Assets (including theProduct), or the ownership, sale or lease of any of the Acquired Assets, otherthan the Excluded Tax Liabilities, and in each case only to the extent suchTaxes relate to periods or transactions after the Effective Time;

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(vi)          all liabilities arising on or afterthe Effective Time under or relating to, directly or indirectly, the AssignedContracts, other than liabilities for breaches occurring prior to the EffectiveTime;

(vii)         all other liabilities, obligations andcommitments of whatever kind and nature, primary or secondary, direct orindirect, absolute or contingent, known or unknown, whether or not accrued,arising out of or relating to, directly or indirectly, the Acquired Assets(including the Product), or the ownership, sale or lease of any of the AcquiredAssets, or the marketing, sale or distribution of the Product, or the conductof the Product-Related Business, but in each case only to the extent arisingafter the Effective Time; and

(viii)        except to the extent specificallyprovided in Section 1.3(b), any and all other liabilities, obligationsand commitments, of whatever kind and nature, primary or secondary, direct orindirect, absolute or contingent, known or unknown, whether or not accrued,arising out of or relating to, directly or indirectly, the Acquired Assets(including the Product), to the extent arising after the Effective Time.

For avoidance ofdoubt, nothing in this Section 1.3(a) is intended to, or shall beinterpreted to, limit or otherwise reduce the Liabilities of Purchaser as theymay occur and/or exist after the Effective Time by virtue of Purchaser’sownership of the Acquired Assets or operation of the Product-Related Business,but rather, this Section 1.3(a) is solely intended to identify andprovide for the assumption by Purchaser of those Liabilities of Seller that arespecifically assumed by Purchaser hereunder and which, but for such assumption,would remain Liabilities of Seller.

(b)           Excluded Liabilities.  Notwithstanding any other provision of thisAgreement or any Related Instrument, Purchaser is not hereby assuming anyExcluded Liability, each of which shall be retained and paid, performed anddischarged when due by Seller. The term “**Excluded Liability**”shall mean those liabilities which are not Assumed Liabilities, including:

(i)            all liabilities arising out of orrelating to any product liability, breach of warranty or similar claim forinjury to person or property, to the extent such liabilities, obligations orcommitments (A) result from the use or misuse of Product included in any SellerLot, or (B) otherwise relate to Product included in any Seller Lot (includingall Proceedings relating to any such liabilities), except in the case of both(A) and (B) to the extent such liabilities relate to or derive from the sale,handling or distribution of such Product after the Effective Time by or onbehalf of Purchaser;

(ii)           all liabilities arising out of orrelating to the ownership of the Governmental Authorizations prior to theEffective Time, including the responsibility for all product complaints,recalls, market withdrawals and field corrections with respect to any Productincluded in any Seller Lot;

4

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(iii)          subject to Section 5.5 below,all liabilities arising out of or relating to the return of any Productincluded in any lot from which Seller had shipped at least one Product vialprior to the Effective Time, *provided*, thatPurchaser maintains substantially the same Product return policies with respectto Product in any lots for which Seller retains return liability;

(iv)          subject to Section 5.5 below,all liabilities, obligations and commitments arising out of or relating to anyrebates, chargebacks, or administrative fees related to any Product that areasserted or requested prior to [*****];

(v)           all liabilities arising out of orclaims or complaints originating, occurring, arising or brought against Sellerrelating to or affecting the Product or the Product-Related Business withrespect to any time prior to the Effective Time;

(vi)          any Tax payable with respect to anybusiness, asset, property or operation of Seller or any member of anyaffiliated group of which Seller is a member (including any Taxes relating toor arising out of the operation of the Acquired Assets) relating to anyPre-Effective Time Tax Period, other than any Tax for which Purchaser isresponsible pursuant to Section 5.8, provided that notwithstanding Section5.8, Purchaser shall not assume any liability for transfer Taxes to theextent such transfer Tax is measured by gain realized by Seller from the saleof the Acquired Assets (an “**Excluded TaxLiability**”) and, for this purpose, in the case of a taxable periodthat begins before and ends after the Effective Time (a “**StraddlePeriod**”), (i) any Tax that is based on income, revenue, sales,payments or wages shall be allocated between the portion of the Straddle Periodthat is a Pre-Effective Time Tax Period and the remainder of the StraddlePeriod, as if based on a closing of the books as of the Effective Time, (ii)and any other Tax shall be allocated in proportion to the number of the days ofthe Straddle Period ending before and after the Effective Time;

(vii)         any liability of Seller or any of itsAffiliates arising out of or relating to any Excluded Asset;

(viii)        any liability of Seller or any of itsAffiliates for royalties accrued in connection with the manufacture and sale ofProduct prior to the Effective Time;

(ix)           any liability of Seller or any of itsAffiliates for accounts payable incurred in connection with the manufacture andsale of Product prior to the Effective Time;

(x)            except as otherwise expresslyprovided in this Agreement or the Transition Services Agreement, any liabilityfor acts of Seller after the Effective Time; and

(xi)           except to the extent specificallyprovided in Section 1.3(a) any and all other liabilities, obligationsand commitments of whatever kind and nature, primary or secondary, direct orindirect, absolute or contingent, known or unknown, whether or not accrued,arising out of or relating to, directly or indirectly, the Acquired Assets(including the Product) but only to the extent related to any period prior tothe Effective Time.

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(c)           No Offset.  Each of Purchaser’s and Seller’s obligationsunder this Section 1.3 will not be subject to offset or reductionby reason of any actual or alleged breach of any representation, warranty orcovenant contained in this Agreement or any Ancillary Agreement or RelatedInstrument or any right or alleged right to indemnification hereunder.

**1.4          Closing.**  The closing of the Acquisition provided forin this Agreement (the ”**Closing**”) willtake place at the offices of Seller’s counsel, Hogan & Hartson L.L.P. at555 Thirteenth Street, N.W., Washington, D.C. at a mutually agreeable time onthe date three (3) business days after the date on which all of the conditionsprecedent set forth in Sections 6 and 7 below are satisfied orwaived (or such other date as Seller and Purchaser mutually agree).  The time of consummation of the transactionscontemplated by this Agreement (“**EffectiveTime**”) is deemed to be at 12:01 a.m. Maryland time on the date onwhich the Closing occurs (the “**Closing Date**”).

**1.5          Purchase Deposit.**

(a)           Payment of Deposit.  Upon execution of this Agreement, Purchasershall deliver to Seller a deposit of Five Million Dollars ($5,000,000) (the “**Purchase Deposit**”), to be held by Seller.  For purposes of calculating any accruedinterest on the Purchase Deposit, the Parties agree to use an interest rate of[*****] per annum from and after the date of delivery.  The Purchase Deposit is a deposit against,and component of, the Purchase Price defined in Section 1.6 and shall beapplied to the Purchase Price at the Closing.

(b)           Return of Deposit.  In the event that Purchaser terminates thisAgreement as permitted pursuant to Section 9.1(c), the Purchase Depositshall be returned to Purchaser.  ThePurchase Deposit shall also be returned to Purchaser in the event the Agreementis terminated by mutual agreement pursuant to Section 9.1(a).  Interest on the Purchase Deposit shall bepaid out to Purchaser when the Purchase Deposit is paid out.

(c)           Forfeit of Deposit.  The Purchase Deposit, plus accrued interest,shall be forfeited by Purchaser and be retained by Seller in the event thatthis Agreement is terminated by Seller pursuant to Section 9.1(b), otherthan pursuant to either condition precedent Section 6.3, LegalProceedings, or Section 6.4, Consents, in which case the PurchaseDeposit, plus accrued interest, shall be returned to Purchaser.

**1.6**          **PurchasePrice**.  Inaddition to any other amounts due hereunder, in consideration of the sale,assignment, conveyance, license and delivery of the Acquired Assets hereunder,Purchaser shall assume the Assumed Liabilities and pay to Seller, by wiretransfer of immediately available funds directly to an account designated bySeller, when due, the following (subject to the adjustments set forth in this Section1, the “**Purchase Price**”):

(a)           Up-Front Payment.  An up-front component consisting of:

(i)            the Purchase Deposit paid pursuantto Section 1.5; and

(ii)           Forty-FiveMillion Dollars ($45,000,000) (the “**Cash Amount**”)payable at Closing.

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(b)           Equipment Payment.  The value of (i) the manufacturing equipmentset forth on Schedule 1.2(a)(vii) and (ii) the plasma database softwareset forth on Schedule 1.2(a)(viii) (collectively, the “**Equipment Payment**”) payable at Closing.

(c)           Inventory Payment.  The Estimated Inventory Value calculatedpursuant to Section 1.8 (the “**Initial Inventory Payment**,”and together with the Cash Amount and the Equipment Payment, the “**Closing Payment**”) payable at Closing and subject toadjustment for any Inventory Variance in accordance with Section 1.8.

(d)           MilestonePayments.  The following MilestonePayments:

(i)            [*****] (the “**FirstMilestone Payment**”) payable when Cumulative Net Sales reach [*****](the “**First Milestone**”);

(ii)           [*****] (the “**SecondMilestone Payment**”) payable when Cumulative Net Sales reach [*****](the “**Second Milestone**”); and

(iii)          [*****] (the “**ThirdMilestone Payment**” and together with the First Milestone Payment andthe Second Milestone Payment, the “**Milestone Payments**”)payable when Cumulative Net Sales reach [*****] (the “**ThirdMilestone**” and together with the First Milestone and the SecondMilestone, the “**Milestones**”).

**1.7          Milestone Payments.**

(a)           Payment Procedures.

(i)            Within ten (10) days after the endof each calendar quarter in which Cumulative Net Sales have reached aMilestone, Purchaser shall deliver to Seller a written notice stating that aMilestone has been reached and that a Milestone Payment will be made byPurchaser within thirty (30) days after the end of such calendar quarter (the “**Milestone Notice**”). Such Milestone Notice need not includespecific Cumulative Net Sales information. Even if Purchaser or Seller determines, subsequent to delivery of a MilestoneNotice, that a Milestone was not reached, delivery of such Milestone Notice byPurchaser based on its good faith belief that reaching a Milestone wasimminent, and the payment by Purchaser of the Milestone Payment based thereon,shall not constitute a breach of this Agreement.

(ii)           On or before thirty (30) days afterthe end of each calendar quarter, Purchaser shall deliver to Seller a report(the “**Quarterly Sales Report**”) setting forth(x) Product sales for such quarter and (y) Cumulative Net Sales as of the endof such quarter.  Purchaser shall payeach Milestone Payment to Seller within thirty (30) days of the end of thefirst such calendar quarter in which the Cumulative Net Sales exceed theapplicable Milestone as set forth in the Quarterly Sales Report for suchquarter or, even if Cumulative Net Sales have not exceeded such Milestone,within (30) days of the end of a calendar quarter for which a Milestone Noticewas delivered by Purchaser.  Purchaser’sobligation to make the Milestone Payments shall not expire, regardless of theamount of time required for Cumulative Net Sales to exceed the applicableMilestones.

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(b)           Combination Products.  If Purchaser markets, distributes or sells aformulation of the Product or if any derivative thereof is present incombination with another substance (a “**Combination Product**”),the Net Sales of the Product for the purposes of calculating the Cumulative NetSales shall be based on the amount of Product (or any derivative thereof) inthe Combination Product, as follows:

(i)            the amount of the Product (or anyderivative thereof) in the Combination Product shall be compared to the amountof the Product (or any derivative thereof) present as monotherapy, in order toidentify the percentage of the monotherapy dose of the Product present in theCombination Product (such percentage being referred to as the “**Product Percentage**”).

(ii)           the Product Percentage shall bemultiplied by the sale price of the Combination Product and such product shallbe deemed to be Net Sales of the Product for the purposes of calculatingCumulative Net Sales pursuant to this Section 1.7(b).

(c)           Diligence.  Purchaser shall use its commerciallyreasonable efforts to commercialize the Product and generate maximum sales ofProduct for so long as any Milestone remains unachieved.  Each Party acknowledges that there is noassurance that the Milestones will be achieved.

(d)           Records;Audit.

(i)            *Records Retention*.  Purchaser, its Affiliates and sublicenseeswill maintain complete and accurate books, records and accounts in sufficientdetail to confirm the accuracy of Cumulative Net Sales information reported toSeller (including the MonthlySales Reports) (the “**Sales Records**”), which Sales Records will be retained bythe applicable Party until all Milestone Payments have been paid in full.

(ii)           *Audit*.  Seller will have the right, no morefrequently than once per year, to have an independent certified publicaccounting firm of internationally recognized standing, reasonably acceptableto Purchaser (the “**Independent AuditAccounting Firm**”), to have access during normal business hours, andupon reasonable prior written notice, to such of the Sales Records ofPurchaser, its Affiliates and sublicensees as may be reasonably necessary toverify the accuracy of information needed to calculate Milestone Paymentsrequired hereunder.  The IndependentAudit Accounting Firm will disclose to the Parties only whether the CumulativeNet Sales reported by the Purchaser are correct or incorrect and the specificdetails concerning any discrepancies.  Asbetween Seller and Purchaser, Seller will bear all costs of such audit, unlessthe audit reveals a discrepancy in Seller’s favor sufficient to trigger anunrealized Milestone Payment, in which case such audit shall not be counted forpurposes of the once-per-year limitation of Seller’s audit rights.

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(e)           Security for Milestone Payments.  If at any time prior to the full payment ofthe Milestone Payments, based on Cumulative Net Sales reflected in a QuarterlySales Report, a Milestone Notice or the results of an audit under Section1.7(d)(ii), the Purchaser fails to make any Milestone Payment when due,Seller shall notify Purchaser in writing of such failure to make a MilestonePayment, and Purchaser shall have fifteen (15) days from delivery of suchwritten notice by Seller to pay to Seller the Milestone Payment then due.  If Purchaser fails to pay to Seller suchMilestone Payment then due within such fifteen (15) day period, Purchaser shallwithin five (5) days after the expiration of such fifteen (15) day period (A)pay to Seller the Milestone Payment then due and (B) complete, execute anddeliver an escrow agreement in substantially the form attached hereto as ExhibitF, with such changes as reasonably required by the Escrow Agent (the “**Escrow Agreement**”) and such related documents as arereasonbly required by the Escrow Agent in connection therewith, and depositinto an escrow account, pursuant to such Escrow Agreement, immediatelyavailable funds in the amount of the aggregate total unpaid Milestone Paymentsnot then due (the “**Escrow Deposit**”).  The Escrow Agreement shall provide that aMilestone Payment shall be made from the Escrow Deposit to Seller upon (1) thejoint instruction of the Parties, (2) Seller’s delivery of a statement of auditunder Section 1.7(d)(ii) verifying Cumulative Net Sales in excess of aMilestone accompanied by Seller’s certification that Purchaser has failed topay the corresponding Milestone Payment or (3) Seller’s delivery of a signedstatement of the Independent Audit Accounting Firm indicating that it has beenunable to complete an audit under Section 1.7(d)(ii) due to Purchaser’sfailure to reasonably cooperate with any such audit for any ten-business dayperiod (or periods).  The balance of theEscrow Deposit may be reduced to the amount of the unpaid Milestone Payments asfuture Milestone Payments are made.  TheEscrow Deposit shall serve as security for the obligations of Purchaser to makeMilestone Payments when due, and shall remain outstanding unless and until allsuch Milestone Payments have been received by Seller.

(f)            Acceleration of MilestonePayments.

(i)            (A)          AChange of Control of Purchaser (including, without limitation, failure byPurchaser to provide Seller with written notice no less than one (1) businessday prior to a Change of Control of Purchaser), (B) the failure of Purchaser toprovide the Quarterly Sales Report within fifteen (15) days after writtennotice from Seller of such failure, (C) the failure of Purchaser to provide anyMilestone Notice when due, (D) the failure of Purchaser to make a MilestonePayment required pursuant to clause (A) of the second sentence of Section1.7(e) or the failure of Purchaser to deposit the Escrow Deposit inaccordance with clause (B) of the second sentence of Section 1.7(e), or(E) the failure of Purchaser to comply with the diligence requirements setforth in Section 1.7(c), shall each be referred to as a “**Milestone Acceleration Event**.”

(ii)           Upon the occurrence of a MilestoneAcceleration Event under Section 1.7(f)(i)(A), Section 1.7(f)(i)(B),Section 1.7(f)(i)(C) or Section 1.7(f)(i)(D), or a MilestoneAcceleration Event that remains uncured for a period of fifteen (15) days withrespect to Section 1.7(f)(i)(E), unless Seller otherwise notifies Purchaserin writing, all of the unpaid Milestone Payments shall immediately become dueand payable, and in addition to any other remedies available at law or equity,Seller may pursue all available remedies pursuant to the Parent Guarantee,simultaneously with or in advance of pursuing remedies under this Agreement,provided that Seller may not pursue remedies under the Parent Guarantee forMilestone Payments paid to Seller pursuant to the Escrow Agreement from theEscrow Deposit.  For the avoidance ofdoubt, (A) in the event any Milestone Payment is paid to Seller from the EscrowDeposit by the Escrow Agent, Seller shall no longer be entitled to seek paymentof such Milestone Payment from Purchaser or Guarantor and (B) Seller agrees touse reasonable efforts for ninety (90) days to fund any Milestone Payment whichis due from the Escrow Deposit, prior to pursuing remedies under the ParentGuarantee.  Also, if Purchaser has fullyfunded the Escrow Deposit, any Milestone Payment that is paid to Seller byPurchaser or Guarantor directly, rather than by Escrow Agent from the EscrowDeposit, shall result in a prompt disbursement to Purchaser by the Escrow Agentfrom the Escrow Deposit in the amount of such Milestone Payment, and Selleragrees to execute any joint written instruction required to effect suchdisbursement.

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**1.8          InventoryCalculations.**

(a)           Inventory.  At least three (3) business days prior to theprojected Closing Date, Seller shall deliver to Purchaser Schedule 1.8which shall set forth an estimate of the amount of the value of the Inventory,determined in accordance with GAAP, as consistently applied by Seller (the “**Estimated Inventory Value**”) as of theClosing Date.  The final calculation ofthe value of the Inventory as of the Effective Time, determined in accordancewith GAAP, as consistently applied by Seller (the “**Inventory Value**”) shall be determined, and a payment for thedifference between the Inventory Value and the Estimated Inventory Value shallbe made to Purchaser or Seller, as the case may be, as follows:

(i)            No later than twenty-one (21) daysfollowing the Closing, Seller shall examine its records to determine thequantities of Inventory existing as of the Effective Time and deliver astatement of Inventory Value to Purchaser (the “**Statement of Inventory Value**”).

(ii)           Purchaser may dispute any amountsreflected on the Statement of Inventory Value on the basis that the InventoryValue was not accurate or correctly determined, and Purchaser shall have accessto such Product Records, including Retained Information, as are reasonablynecessary to support such determination; *provided, however*,that Purchaser shall have notified Seller in writing of each disputed item,specifying the amount thereof in dispute and setting forth, in reasonable detail,the basis for such dispute, within fifteen (15) days after Seller’s delivery ofthe Statement of Inventory Value to Purchaser. In the event of such a dispute, Seller and Purchaser shall attempt toreconcile their differences, and any resolution by them as to any disputedamounts shall be final, binding and conclusive on the Parties.  If Seller and Purchaser are unable to resolveany such dispute within fifteen (15) days after Purchaser’s delivery of itsnotice of dispute to Seller, Seller and Purchaser shall submit the itemsremaining in dispute for resolution to a mutually acceptable independentaccounting firm of national reputation (the “**IndependentAccounting Firm**”), which shall, within twenty (20) business daysafter such submission, determine and report to Seller and Purchaser itsdetermination of the payment obligation for such remaining disputed items, andsuch report shall be final, binding and conclusive on the Parties.  In acting under this Agreement, theIndependent Accounting Firm shall be entitled to the privileges and immunitiesof arbitrators.

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(b)           Purchase Price Adjustment.  The Statement of Inventory Value shall bedeemed final for the purposes of this Agreement upon the earlier of(x) the failure of Purchaser to notify Seller of a dispute within fifteen(15) business days after Seller’s delivery of the Statement of Inventory Valueto Purchaser or (y) the resolution of all disputes pursuant to this Section1.8.  If the difference between theEstimated Inventory Value and the final Statement of Inventory Value (the “**Inventory Variance**”) exceeds two percent(2%) of the Estimated Inventory Value, then within five (5) business days ofthe Statement of Inventory Value being deemed final, a payment shall be made asfollows:

(i)            if the amount of the Inventory Valuereflected on the final Statement of Inventory Value is less than the EstimatedInventory Value, then Seller shall pay an amount equal to the InventoryVariance to an account designated by Purchaser by wire transfer in immediatelyavailable funds;

(ii)           if the amount of the Inventory Valuereflected on the final Statement of Inventory Value exceeds the EstimatedInventory Value, then Purchaser shall pay an amount equal to the InventoryVariance to an account designated by Seller by wire transfer in immediatelyavailable funds; or

(iii)          if the Inventory Variance is less thantwo percent (2%) of the Estimated Inventory Value, no payment shall be made onaccount of the Inventory Variance.

(c)           Fees for Inventory Review.  The fees and disbursements of the IndependentAccounting Firm shall be allocated to Purchaser in the same proportion as (x)the aggregate amount of such remaining disputed items so submitted to theIndependent Accounting Firm that are unsuccessfully disputed by Purchaser (asfinally determined by the Independent Accounting Firm) bears to (y) the totalamount of such remaining disputed items so submitted, and the balance shall bepaid by Seller.

**1.9          Allocation of Purchase Price.**  The Purchase Price shall be allocated indetail among the various Acquired Assets in accordance with this Section1.9.

(a)           Initial Allocation.  Subject to the adjustments described in this Section 1.9,the Purchase Price shall be allocated among the Acquired Assets as follows:

(i)            the Purchase Price minus theEstimated Inventory Value plus any Assumed Liabilities that are required to betreated as part of the purchase price for federal income tax purposes shall beallocated among the Acquired Assets (other than the Inventory) and the goodwilland going concern value of the Product-Related Business as set forth on Schedule 1.9(the “**Allocation Schedule**”); and

(ii)           theEstimated Inventory Value shall be allocated among the Inventory as set forthon the Allocation Schedule.

(b)           Revised Allocation.  Within fifteen (15) days after thedetermination of the Inventory Value, Seller shall prepare and deliver toPurchaser an amended Allocation Schedule prepared in accordance with Section1060 of the Code and the regulations thereunder (the “**RevisedAllocation**”) that reflects (i) the Inventory Value, which shall beallocated among the Inventory, and (ii) any adjustments in the allocation ofthe initial Purchase Price and Assumed Liabilities among the Acquired Assetsreasonably necessary to reflect changes in the Acquired Assets between theAgreement Date and the Effective Time.

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(c)           Milestone Allocations.  Within thirty (30) days after the payment ofeach Milestone Payment, Seller and Purchaser shall agree on an amendedAllocation Schedule (a “**Milestone Allocation**”)that reflects the payment of the Milestone Payment as additional Purchase Priceand allocates such additional Purchase Price among the Acquired Assets in amanner consistent with the provisions of Section 1060 of the Code and theTreasury Regulations thereunder.

(d)           Tax Allocation.  In accordance with Section 1060 of the Codeand Treasury Regulations thereunder, Purchaser and Seller agree, unlessotherwise required pursuant to a “determination” within the meaning of Section1313(a) of the Code, to be bound by the Revised Allocation and MilestoneAllocation, to file all Tax Returns (including Internal Revenue Service (“**IRS**”) Form 8594 and any supplemental or amended IRS Form8594) in accordance with the aforementioned allocations, and not to take anyposition inconsistent with the aforementioned allocations in the course of anyaudit, examination, other administrative or judicial proceeding; provided,however, that the provisions of this Section 1.9(d) shall apply onlywith respect to, and to the extent of any Tax Returns filed by Seller orPurchaser with a U.S. federal, state or local Tax authority and shall notprevent either Seller or Purchaser from seeking relief from the competentauthorities under any treaties providing for avoidance of double taxation.

**1.10        Prorations.**

(a)           Prorations.  Subject to Sections 1.2 and 1.3above, all royalties, contract payments, and other prepaid and deferred itemsrelating to the Acquired Assets and Assumed Liabilities shall be proratedbetween Purchaser and Seller in accordance with the principle that (i) Sellershall be responsible for expenses relating to the manufacture and sale of theProducts during the periods prior to the Effective Time and (ii) Purchasershall be responsible for expenses relating to the manufacture and sale of unitsof Product during the periods after the Effective Time.

(b)           Timing of Payment.  Any prorations pursuant to this Section1.10 will, insofar as feasible, be determined and paid on the Closing Date,and the Parties shall agree on a statement setting forth all such prorations assoon as practicable after the Closing. Final settlement and payment by the appropriate Party of the net amountof prorations owing to the other Party shall occur no later than thirty (30)days after the actual amount becomes known.

**1.11        Risk of Loss.**  At the Effective Time, title to the AcquiredAssets is hereby transferred to Purchaser and Purchaser shall hereafterbear all risk of loss associated with the Acquired Assets and be solelyresponsible for procuring adequate insurance to protect the Acquired Assetsagainst any such loss.

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**2.**                                      REPRESENTATIONS AND WARRANTIES OF SELLER.

Seller representsand warrants to Purchaser as of the date hereof as follows:

**2.1          Organization.**  Seller is a corporation duly organized,validly existing and in good standing under the laws of the State of Delaware.

**2.2          DueAuthorization.**  Sellerhas the requisite corporate power and authority to execute, deliver and performits obligations under this Agreement, the Ancillary Agreements, and the RelatedInstruments.  The execution and deliveryof this Agreement, the Ancillary Agreements and the Related Instruments and theperformance of all of its obligations hereunder and thereunder have been dulyauthorized by all requisite corporate action on the part of Seller.  This Agreement has been validly executed anddelivered by Seller and, assuming that this Agreement has been duly authorized,executed and delivered by Purchaser, constitutes, and each Related Instrumentand Ancillary Agreement that is to be executed and delivered by Seller willconstitute when executed and delivered by Seller (assuming that such RelatedInstrument or Ancillary Agreement has been duly authorized, executed anddelivered by the other parties thereto to the extent applicable), a valid andbinding obligation of Seller, enforceable against Seller in accordance with itsterms, except as may be limited by applicable bankruptcy, insolvency,reorganization or other laws of general application relating to or affectingthe enforcement of creditor’s rights generally.

**2.3          No Conflicts; Consents.**

(a)           No Conflicts.  Except as would not reasonably be expected tohave, individually or in the aggregate, a Material Adverse Effect, theexecution, delivery and performance of this Agreement, the Related Instrumentsor the Ancillary Agreements by Seller (i) are not prohibited or limited by, andwill not result in the breach of or a default under, any provision of theCertificate of Incorporation or Bylaws of Seller, (ii) assuming all of theconsents, approvals, authorizations and permits described in Section 2.3(b)have been obtained, all the filings and notifications described in Section2.3(b) have been made and any waiting periods thereunder have terminated orexpired, do not conflict with any Law applicable to Seller, and (iii) except asset forth on Schedule 2.3(a), do not conflict with, result in a breachof, constitute a default under, result in the acceleration of obligationsunder, create in any party the right to terminate, modify or cancel, or requireany notice, consent or waiver under, any material agreement or instrumentbinding on Seller or any applicable order, writ, injunction or decree of anycourt or Governmental Entity to which Seller is a party or by which Seller isbound or to which any of the Acquired Assets is subject.

(b)           Consents and Approvals.  Except for the requisite filings under theHSR Act and the expiration or termination of the waiting period thereunder,similar filings and approvals under foreign competition laws, and all of thefilings and other actions listed on Schedule 2.3(b) (including theletter to the FDA contemplated by Section 5.7 and as may be necessary asa result of any facts or circumstances relating to Purchaser), no notice to,filing with, authorization of, exemption by, or consent of, any Person,including any Governmental Entity, is required for Seller to consummate theAcquisition, except where the failure to make such filings or notifications, orobtain such consents, approvals, authorizations or permits, would not,individually or in the aggregate, reasonably be expected to have a MaterialAdverse Effect.

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**2.4          Title to Assets.**  Except as set forth on Schedule 2.4,and except for the Product Intellectual Property (which is addressed in Section2.5) and any limitations or conditions imposed by the Assigned Contracts oras provided in the Assigned Contracts, Seller has good and valid title to allthe Acquired Assets, except in the case of the Acquired Assets that have beensold or otherwise disposed of in the Ordinary Course Of Business consistentwith past practices and not in violation of this Agreement, in each case freeand clear of all Liens and Encumbrances, other than Permitted Liens and anylimitations or conditions imposed by the Assigned Contracts.  Except as set forth on Schedule 2.4and except for human resources (including sales force, product representatives,quality assurance/quality control and/or supply chain personnel) used in lotrelease, stability, raw material sourcing and management, work-in-progress andfinished Product logistics, sales and marketing of the Product, to theKnowledge of Seller, the Acquired Assets, along with the activities describedin the Transition Services Agreement, constituted all of the assets and rightsreasonably necessary for Seller to conduct the Product-Related Business beforethe Effective Time in accordance with recent past practice.

**2.5          Intellectual Property.**  Except as set forth on Schedule 2.5 oras provided in the Assigned Contracts:

(a)           Seller owns and possesses all right,title and interest in, to and under the Product Intellectual Property used inthe sale and marketing of the Product and has the right to assign such ProductIntellectual Property free and clear of any liens, encumbrances or otherrestrictions;

(b)           no claim by any third partycontesting the validity, enforceability, use, possession or ownership of theProduct Intellectual Property has been made and is currently outstandingagainst Seller, nor to the Knowledge of Seller, is any threatened;

(c)           Seller has not given notice to anythird parties, asserting infringement by such third party of the ProductIntellectual Property;

(d)           to the Knowledge of Seller, themanufacture, sale and/or marketing of the Product by Seller does not infringe,misappropriate or otherwise conflict with any rights of any third parties; and

(e)           except as would not individually orin the aggregate reasonably be expected to have a Material Adverse Effect, (i)Seller has not granted any licenses to the Product Intellectual Property tothird parties; (ii) neither Seller nor to Seller’s Knowledge, any other Person,is party to any agreements with third parties that limit or restrict use of theProduct Intellectual Property or require any payments for its use; and (iii) noother Person has any joint ownership or royalty interest in the ProductIntellectual Property.

**2.6**          **Contracts**.  Except as set forth in Schedule 2.6,all Assigned Contracts are in full force and effect and capable of assignmentwithout any additional consents or approvals. Seller has performed in all material respects all obligations requiredto be performed by it to date under the Assigned Contracts, and it is not (withor without the lapse of time or the giving of notice, or both) in breach ordefault in any respect thereunder and, to the Knowledge of Seller, (i) no otherparty to any Assigned Contract is (with or without the lapse of time or thegiving of notice, or both) in material breach or default in any respectthereunder, and (ii) there is no outstanding material claim, demand,disagreement or other dispute asserted with respect to any Assigned Contract.

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**2.7          Compliance with Laws.**

(a)           Except as set forth on Schedule2.7(a), (i) all Governmental Authorizations principally employed in, ornecessary to the ongoing conduct of, the distribution of the Product ascurrently conducted by Seller or its Affiliates are in full force and effect,(ii) no Governmental Entity has served notice that Seller in connection withthe Acquired Assets was or is in material violation of any law, statute,ordinance, rule, regulation or order in any jurisdiction, and (iii) Seller inconnection with the Acquired Assets has not received written notice from anyGovernmental Entity that there are any circumstances currently existing thatwould reasonably be expected to lead to any loss of any GovernmentalAuthorizations on terms less advantageous to Seller than the terms of thoseGovernmental Authorizations currently in force. Neither Seller nor any current or former member of Seller’s seniormanagement has been cited by a Governmental Entity for violation of suchGovernmental Entity’s integrity policy, submission of false or misleading dataor information, or been identified as a “Debarred Individual” or debarred by aGovernmental Entity.

(b)           (i)            Sellerhas filed with the FDA all required notices, supplemental applications andannual or other reports, including adverse experience reports, with respect toeach BLA that are material to the conduct of the marketing, distribution andsale of the Product as currently conducted by Seller.

(ii)           Except as set forth on Schedule2.7(b)(ii), Seller has not received any notice that any Governmental Entity(including the FDA) has commenced, or, to the Knowledge of Seller, threatenedto initiate any action to withdraw its approval or request the recall of anyProduct, or commenced or threatened to initiate any action to enjoin productionof the Product at any facility.

(iii)          Seller has made available to Purchasercopies of all material (A) reports of inspection observations and (B)establishment inspection reports.

(iv)          Seller has not received any warning oruntitled letters or other documents from the FDA relating to the Product thatassert ongoing material lack of compliance with any material applicable laws orregulatory requirements (including those of the FDA) by Seller.

(v)           At all times since January 1, 2001,Seller has fully complied with all Laws with respect to the ownership,operation and use of the Acquired Assets, conduct of the Product-RelatedBusiness and the sale of the Product, except for any non-compliance as wouldnot reasonably be expected to have a Material Adverse Effect.

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**2.8          Litigation.**

(a)           Exceptas set forth on Schedule 2.8, and other than an investigation by aGovernmental Entity (“**Governmental Investigation**”),there is no claim, action, or proceeding, including product liability claims(collectively, a “**Proceeding**”),pending or, to Seller’s Knowledge, threatened against Seller in respect of theAcquired Assets (including the Product) or the transactions contemplated bythis Agreement, the Ancillary Agreements and each Related Instrument.  To Seller’s Knowledge, there is noGovernmental Investigation pending or threatened.

(b)           Thereare no outstanding orders, injunctions or decrees of any Governmental Entity(other than the Governmental Authorizations) that apply to the Acquired Assets(or will apply to Purchaser after the Effective Time) that restrict theownership, disposition or use of the Acquired Assets in any material respect.

**2.9          Brokers or Finders.**  No broker, investment banker, agent, finderor other intermediary acting on behalf of Seller or under the authority ofSeller, except for UBS Securities LLC, is or will be entitled to any broker’sor finder’s fee or any other commission or similar fee directly or indirectlyin connection with any of the Acquisition.

**2.10        Inventory.**  All finished Product that is included in theInventory (i) is saleable in the ordinary course of business, (ii) to Seller’sKnowledge, has been produced or manufactured in accordance with the Productspecifications and (iii) is free and clear of Liens and Encumbrances, otherthan Permitted Liens and any limitations or conditions imposed by the AssignedContracts.

**2.11        Financial Statements.**  Each of the consolidated financial statements(including, in each case, any notes thereto) contained in Seller’s filings withthe Securities and Exchange Commission, as amended, supplemented or restated,if applicable, was prepared in accordance with GAAP applied (except as may beindicated in such filings and, in the case of unaudited quarterly financialstatements, as permitted by Form 10-Q under the Securities Exchange Act of1934, as amended) on a consistent basis during the periods indicated (except asmay be indicated in such filings), and each, as amended, supplemented or restated,if applicable, presented fairly, in all material respects, the consolidatedfinancial position of Seller as of the respective dates thereof and theconsolidated results of operations and cash flows of Seller for the respectiveperiods indicated therein (subject, in the case of unaudited statements, tonormal adjustments which, individually or in the aggregate, are not reasonablyexpected to have a Material Adverse Effect).

**2.12        Financial Records.**  All financial and sales records created lessthan three (3) years prior to the date of this Agreement are complete and, toSeller’s Knowledge, correct with respect to all information set forth thereinand all time periods covered thereby, except for any incompleteness orinaccuracy as would not reasonably be expected to have a Material AdverseEffect.  For purposes of this Section2.12, financial and sales records are those Product Records that containinformation or data relating to Product revenue or Product cost of goodssold.   Except for any non-conformity aswould not reasonably be expected to have a Material Adverse Effect, allfinancial and sales records created less than three (3) years prior to the dateof this Agreement have been prepared and maintained, where applicable, inconformity with GAAP and in compliance with all applicable laws, regulationsand other requirements.

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**2.13        No Other Representations or Warranties.**  Except for the representations and warrantiescontained in this Section 2 (including the Schedules), the RelatedInstruments, and the Ancillary Agreements, none of Seller, its Affiliates orany other Person makes any other express or implied representation or warrantyon behalf of Seller or any of its Affiliates and Seller specifically disclaimsany such warranty, including any such representation or warranty regarding:

(a)           Thebusiness prospects of the Product.

(b)           Thatany patents that claim, cover or relate to the Product are being assigned,transferred, licensed or sublicensed to Purchaser under this Agreement exceptthe Product Patent Rights.

(c)           Themanufacturing process, or the efficacy, efficiency or adequacy of the AcquiredAssets for the purpose of manufacturing, marketing or selling the Producteither before or after the Effective Time.

(d)           Theefficacy or safety for human use of the Product, whether in the formulationheretofore manufactured and sold under the name “CYTOGAM” or in the form of anyother formulation or variation or other derivative.

(e)           Thelegal and regulatory requirements that must be satisfied by Purchaser beforePurchaser will be able lawfully to manufacture, market and sell the Product.

(f)            Thatany medical information provided by Seller or its Affiliates to Purchaserconcerning the use of the Product is in accordance with sound medical practiceor may be relied on by Purchaser or any other Person for any purpose.

(g)           Thatthe Marketing Materials are current or in accordance with the Product labelingor can be used for any purpose other than historical reference.

**3.**                                      REPRESENTATIONS AND WARRANTIES OF PURCHASER.

Purchaserrepresents and warrants to Seller as of the date hereof as follows:

**3.1          Organization.**  Purchaser is a Swiss corporation dulyorganized, validly existing and in good standing under the laws of Switzerland,and is an indirect wholly owned subsidiary of CSL Limited, an AustralianCapital Territory corporation.  Purchaserhas all requisite corporate power and authority to own, lease and operate itsproperties and to conduct its business as now being conducted.

**3.2          Authority; Execution and Delivery; Enforceability.**  Purchaser has the requisite power andauthority to execute, deliver and perform its obligations under this Agreement,the Related Instruments and the Ancillary Agreements.  The execution and delivery of this Agreement,the Related Instruments and the Ancillary Agreements and the performance byPurchaser of its obligations hereunder and thereunder have been duly authorizedby all requisite corporate action on the part of Purchaser.  This Agreement has been validly executed anddelivered by Purchaser and, assuming that this Agreement has been dulyauthorized, executed and delivered by Seller, constitutes, and each RelatedInstrument and Ancillary Agreement that is to be executed and delivered byPurchaser will constitute when executed and delivered by Purchaser (assumingthat such Related Instrument or Ancillary Agreement has been duly authorized,executed and delivered by the other parties thereto to the extent applicable),a valid and binding obligation of Purchaser, enforceable against Purchaser inaccordance with its terms, except as may be limited by applicable bankruptcy,insolvency, reorganization or other laws of general application relating to oraffecting the enforcement of creditor’s rights generally.

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**3.3          No Conflicts; Consents.**

(a)           No Conflicts.  The execution, delivery and performance ofthis Agreement, the Ancillary Agreements and the Related Instruments byPurchaser (i) are not prohibited or limited by, and will not result in thebreach of or a default under, any provision of the Certificate of Incorporationor Bylaws of Purchaser, (ii) assuming all of the consents, approvals,authorizations and permits described in Section 2.3(b) have beenobtained and all the filings and notifications described in Section 2.3(b)have been made and any waiting periods thereunder have terminated or expired,do not conflict with any Law applicable to Purchaser, and (iii) do not conflictwith, result in a breach of, constitute a default under, result in theacceleration of obligations under, create in any party the right to terminate,modify or cancel, or require any notice, consent or waiver under, any materialagreement or instrument binding on Purchaser or any applicable order, writ,injunction or decree of any court or Governmental Entity to which Purchaser isa party or by which Purchaser is bound, except in the case of clauses (ii) or(iii) for violations, breaches or defaults that would not have a materialadverse effect on Purchaser’s ability to consummate the Acquisition ormaterially delay the consummation of the Acquisition.

(b)           Consents and Approvals.  Except for the requisite filings under theHSR Act and the expiration or termination of the waiting period thereunder,similar filings and approvals under foreign competition laws, and all of thefilings and other actions contemplated set forth on Schedule 2.3(including the letter to the FDA contemplated by Section 5.7 and as maybe necessary as a result of any facts or circumstances relating to Seller), nonotice to, filing with, authorization of, exemption by, or consent of, anyPerson, including any Governmental Entity, is required for Purchaser toconsummate the Acquisition, provided, however, that the Parties have agreedthat the Governmental Authorizations are not necessary for the consummation byPurchaser of the Acquisition, except where the failure to make such filings ornotifications, or obtain such consents, approvals, authorizations or permits,would not, individually or in the aggregate, reasonably be expected to have amaterial adverse effect on Purchaser’s ability to consummate the Acquisition.

**3.4          Brokers and Finders.**  Neither Purchaser nor its Affiliates hasretained any agent, broker, investment banker, financial advisor or otherfirm or Person, other than Merrill Lynch, that is or will be entitled to anybrokers’ or finder’s fee or any other commission or similar fee in connectionwith any of the transactions contemplated by this Agreement, and there are noclaims for any of the foregoing.

**3.5          Litigation.**  There is no Proceeding, pending or, to theKnowledge of Purchaser, threatened against Purchaser that would affectPurchaser’s ability to consummate the transactions contemplated by thisAgreement and each Related Instrument.

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**3.6          Financial Condition.**  Purchaser has sufficient immediatelyavailable funds to pay in cash at the Closing the Closing Payment and all otheramounts payable pursuant to this Agreement, the Ancillary Agreements or theRelated Instruments at Closing or otherwise necessary to consummate theAcquisition.  Purchaser is not subject toor bound by any Agreement that would restrict or prevent the payment of anyamounts payable under this Agreement (including the Milestone Payments).  Upon the consummation of the Acquisition, (a)Purchaser will not be insolvent, (b) Purchaser will not be left withinsufficient capital for the conduct of its business and the Product-RelatedBusiness, (c) Purchaser will not have incurred debts beyond its ability to paysuch debts as they mature and (d) the capital of Purchaser will not beimpaired.

**3.7          Limitations on Acquired Assets.**

(a)           Purchaseracknowledges and agrees that the Acquired Assets are being acquired subject toany limitations, restrictions or conditions imposed by the Assigned Contracts,including any licenses therein, and as described herein (including theSchedules hereto).

(b)           Purchaserhas conducted its own thorough due diligence review and analysis, as Purchaserdetermines necessary and appropriate, of the Acquired Assets and of thebusiness prospects of the Product.  Purchaser is not relying on any forecasts,marketing data, projections, estimates, offering brochures or materials,conversations with employees, management, or consultants, agents or brokers ofSeller, market assessments, representations or warranties or other materialswhether oral or written from Seller or Seller’s agents, brokers or consultantsas to the business prospects or potential of the Product or any otherrepresentations or warranties, express or implied, except as expressly setforth herein.

(c)           Purchaseracknowledges and agrees that (i) Seller does not manufacture the Product, and(ii) Seller does not guarantee or warrant that (A) any supplier of theProduct or any component of the Product shall continue to supply such items or(B) that any such third party shall supply or continue to supply suchitems on the pricing or other terms currently available to Seller.

(d)           Purchaserfurther acknowledges that Seller does not manufacture, package or test theProduct and is dependent upon third parties for manufacturing, packaging andtesting of such Products.  Purchaseracknowledges and agrees that Seller does not guarantee or warrant that any suchthird party will continue to manufacture, package, test or supply suchProducts.  Purchaser further acknowledgesand agrees that Seller makes no representations or warranties with respect tothe manufacturing practices or manufacturing facilities of such third parties.

(e)           Purchaseris acquiring the Products pursuant to this Agreement subject to the foregoing acknowledgementsand limitations.

**3.8          Governmental Authorizations.**  Purchaser is fully qualified and meets allapplicable requirements of Governmental Entities to accept the transfer of theGovernmental Authorizations as contemplated herein.  Neither Purchaser nor any current or formermember of Purchaser’s senior management has been cited by a Governmental Entityfor violation of such Governmental Entity’s integrity policy, submission offalse or misleading data or information or identified as a “Debarred Individual”or debarred by a Governmental Entity. Purchaser has no reason to believe that any Governmental Entity willwithhold consent to the transfer of the Governmental Authorizations ascontemplated hereunder.

 

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**3.9**          **Financial Statements.**  Purchaser has provided Seller with true andcomplete copies of its audited balance sheet as of the last day of its mostrecently completed fiscal year, and the related statements of earnings and cashflows (collectively, the “**Financial Statements**”),copies of which are attached hereto as Schedule 3.9(a).  Purchaser has provided Seller with true andcorrect copies of its balance sheet as of its fiscal quarter ended September30, 2006, and related statements of earnings and cash flows (collectively, the “**Interim Financial Statements**”), copies of which are attachedhereto as Schedule 3.9(b).  Exceptas set forth in Schedule 3.9(c), the Financial Statements and theInterim Financial Statements have been prepared in accordance with Australiangenerally accepted accounting principles, applied on a basis consistent withprior periods, and fairly presents in all material respects the financialcondition of the Purchaser as of the represented dates thereof, the results ofits operations and its cash flows for the period covered thereby, except thatwith respect to the Interim Financial Statements for certain year-endadjustments and financial statement footnotes which have been omitted.

**3.10        No Other Purchaser Representations orWarranties.**  Except forthe representations and warranties contained in this Section 3, theAncillary Agreements and the Related Instruments neither Purchaser nor anyother Person makes any other express or implied representation or warranty onbehalf of Purchaser.

**4.**                                      COVENANTS PRIOR TO CLOSING.

**4.1          Access to Information.**  Between the Agreement Date and the ClosingDate, Seller shall, subject to any applicable Law, the ConfidentialityAgreement and the terms of any contract by which Seller is bound (i) affordPurchaser and its Representatives access, during regular business hours andupon reasonable agreed-upon times, to Seller’s personnel, properties andrecords pertaining in material part to the Product or Product-Related Business,Assigned Contracts, Governmental Authorizations, the Product Records and allother information and materials pertaining in material part to theProduct-Related Business, *provided* thatsuch access shall not unreasonably interfere with Seller’s business andoperations.

**4.2          Operation of Product-Related BusinessPrior to the Closing.**

(a)           Affirmative Covenants PendingClosing.  Seller shall, through theearlier of the Effective Time or the Termination Date, use its commerciallyreasonable efforts to conduct the Product-Related Business in the OrdinaryCourse of Business, and on a basis consistent with past practice, (i) preservethe Acquired Assets and the Product-Related Business, including preservingSeller’s present relationships with suppliers, consultants, customers and anyother third parties having business relations with Seller that relate to theProduct and Acquired Assets, (ii) advertise, promote, and market the Product,(iii) perform and comply in all material respects with the Assigned Contracts,and (iv) maintain, and comply in all material respects with, all GovernmentalAuthorizations and any applicable law.

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(b)           Negative Covenants Pending Closing.  Except (i) as contemplated by this Agreementor (ii) as reasonably required or advisable to carry out its obligations underthis Agreement, Seller shall, through the earlier of the Effective Time or theTermination Date, conduct the Product-Related Business only in the OrdinaryCourse of Business and, in addition, Company shall not, without Purchaser’swritten consent:

(i)            enter intoany material written agreement with respect to the manufacture, use, or sale ofthe Product (other than sales of the Product in the Ordinary Course ofBusiness);

(ii)           place,or allow to be placed, any material Encumbrance on any of the Acquired Assets,other than Permitted Encumbrances; or

(iii)          sell, assign, license or transfer anymaterial Acquired Asset other than sales of Product from Inventory in theOrdinary Course of Business.

(c)           Material Adverse Change.  Seller shall notify Purchaser promptly of theoccurrence of any event that would reasonably be expected to have a MaterialAdverse Effect of which it has Knowledge including, without limitation,information and copies of all pertinent documents concerning all Proceedingsinstituted, threatened or asserted against or affecting the Product or anymaterial Acquired Asset at law or in equity, before or by any court orgovernmental authority and which may relate to any such Claim.

(d)           Records and Reports.  Seller shall keep customary records relatingto the manufacture and sale of the Product in accordance with generallyaccepted accounting principles applied on a basis consistent with priorperiods, and shall supply to Purchaser monthly reports relating to theProduct-Related Business, as soon as practicable (and no later than thirty (30)calendar days) after the end of each month, and such other documents (financialor otherwise) as Purchaser shall reasonably request.

(e)           Consultation Regarding SignificantDevelopments.  Seller shall informand consult with Purchaser regarding any significant developments ortransactions proposed to be entered into relating to the Product prior to theearlier of the Effective Time or the Termination Date.

(f)            No Control of Seller’s Business.  Purchaser acknowledges and agrees that:  (i) nothing in this Agreement shall givePurchaser, directly or indirectly, the right to control or direct Seller’soperation of the Product-Related Business prior to the Effective Time, (ii)prior to the Effective Time, each of Seller and Purchaser shall exercise,consistent with the terms and conditions of this Agreement, complete controland supervision over its and its subsidiaries’ respective operations, and (iii)notwithstanding anything to the contrary set forth in this Agreement, noconsent of Purchaser shall be required with respect to any matter set forth inthis Section 4.2 or elsewhere in this Agreement to the extent therequirement of such consent would, upon advice of counsel, violate applicableantitrust Law.

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**4.3          Consents and Approvals.**  As soon as reasonably practicable after theAgreement Date, the Parties shall make all filings required to be made inorder to consummate the transactions contemplated hereby, including all filingsunder the HSR Act in accordance with Section 4.4.  Seller shall use its commercially reasonableefforts to obtain all third party consents required for assignment of theAssigned Contracts.

**4.4          HSR Act.**

(a)           If required pursuant to applicableLaw, each Party shall file as soon as practicable, and in any event no laterthan fifteen (15) business days after the Agreement Date a Notification andReport Form under the HSR Act with the United States Federal Trade Commissionand the Antitrust Division of the United States Department of Justice and anysimilar such filing(s) with any other Governmental Entity.  As deemed advisable by outside legal counselto the Parties, each Party shall respond as promptly as practicable to anyinquiries or requests received from any Governmental Entity for additionalinformation or documentation.  Each Partyshall (i) promptly notify the other Party of any communication to that Party orits Affiliates from any Governmental Entity related to the Acquisition and,subject to applicable Law, permit the other Party or the other Party’s counsel toreview in advance any proposed written communication to any of the foregoing;(ii) not participate, or permit its Affiliates to participate, in anysubstantive meeting or discussion with any Governmental Entity in respect ofany filings, investigation or inquiry concerning this Agreement unless itconsults with the other Party in advance and, to the extent permitted by suchGovernmental Entity, gives the other Party the opportunity to attend andparticipate thereat; and (iii) with theexception of business documents deemed confidential by Purchaser (includingdocuments submitted as attachments to each of Purchaser’s Notification andReport Form under the HSR Act and any similar such filing(s) with anyother Governmental Entity), furnishSeller with copies of all correspondence, filings, and communication (andmemoranda setting forth the substance thereof) between Purchaser (itsAffiliates and Representatives) on the one hand, and any Governmental Entity ormembers of their respective staffs on the other hand, with respect to thisAgreement.  Purchaser shall bear theresponsibility for any required filing fees under this Section 4.4(a).

(b)           In furtherance and not in limitationof the other covenants of the Parties contained herein, Purchaser shall use itscommercially reasonable efforts to remedy any antitrust concerns that anyGovernmental Entity may have with respect to the consummation of theAcquisition.  If any administrative,judicial or legislative Proceeding is instituted (or threatened to be instituted)challenging the sale and purchase of the Acquired Assets or the Agreement asviolative of any anti-competition Law, Purchaser shall cooperate and use itscommercially reasonable efforts to contest and resist any such Proceeding, andto have vacated, lifted, reversed or overturned any decree, judgment,injunction or other order that is in effect and that restricts, prevents orprohibits the consummation of the Acquisition. Seller shall cooperate in a commercially reasonable manner with suchefforts.

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**4.5          Other Pre-Closing Covenants.**  Between the Agreement Date and theClosing Date:

(a)**          **Seller MarketingMaterials.  Seller shall promptlyfurnish Purchaser with such reasonable sample quantities of any MarketingMaterials that Seller may have utilized in connection with the Product-RelatedBusiness during the six (6) month period prior to the Agreement Date, for useby Purchaser in preparing its own promotional materials.  In that regard, Seller shall and hereby doesgrant Purchaser a non-exclusive, non-transferable, non-sublicensable, royaltyfree, paid-up license to use Seller’s Marketing Materials in connection withcreating Purchaser’s promotional materials for a period of six (6) monthsfollowing the Closing Date. Notwithstanding the foregoing license, any use of Seller’s MarketingMaterials shall not include the use of any Names, except as used on Productlabeled prior to Purchaser obtaining its NDC number.  All costs and expenses incurred by Purchaserwith respect to creating its own promotional materials shall be borne byPurchaser.

(b)           Transition Services Agreement.  The Parties shall enter into a TransitionServices Agreement, to be effective immediately after the Effective Time,substantially in the form attached hereto as Exhibit E, pursuant to whichSeller shall perform certain transitional services for Purchaser in accordancewith the terms thereof.

(c)           Notifications.  Seller, on the one hand, and Purchaser, onthe other hand, shall promptly notify the other Party in writing of any fact,change, condition, circumstance or occurrence or nonoccurrence of any event ofwhich it is aware that will or is reasonably likely to result in any of theconditions set forth in Section 6 or 7 becoming incapable ofbeing satisfied; *provided, however*, that the deliveryof any notice pursuant to this Section 4.5(c) shall not limit orotherwise affect the remedies available hereunder to the Party receiving suchnotice.

(d)           Further Assurances.  Each of the Parties shall use itscommercially reasonable best efforts, in the most expeditious mannerpracticable, (i) to satisfy or cause to be satisfied all theconditions precedent that are set forth in Sections 6 and 7, asapplicable to each of them, (ii) to cause the Acquisition to be consummated,and (iii) without limiting the generality of the foregoing, to obtain allconsents and authorizations of third parties and to make all filings with, andgive all notices to, third parties that may be necessary or reasonably requiredon its part in order to consummate the Acquisition.

(e)**          **No Solicitation  Between the Agreement Date and the earlier of(i) the Closing Date or (ii) the Termination Date, Seller agrees that neitherit nor any of its Affiliates shall, and Seller shall use commerciallyreasonable efforts to cause Seller’s Representatives not to, directly orindirectly, take any action to (A) solicit, initiate or facilitate anyAcquisition Proposal, (B) as to any unsolicited Acquisition Proposal,participate in any way in discussions or negotiations with, or furnish any non-publicinformation to, any Person that has made an Acquisition Proposal or (C) enterinto any agreement with respect to any Acquisition Proposal.

(f)            Further Instruments.  Each of Purchaser and Seller shall, and shallcause its respective Affiliates to, at the request of the other Party, executeand deliver to such other Party all such further instruments, assignments,assurances and other documents as such other Party may reasonably request inconnection with the carrying out of this Agreement and the Acquisition.

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**5.**                                      ADDITIONAL COVENANTS.

**5.1          Confidentiality; Publicity.**

(a)           Confidentiality Agreement.  Purchaser and Seller acknowledge that theinformation being provided to them, respectively, in connection with theAcquisition and the consummation of the other transactions contemplated herebyis subject to the terms of a confidentiality agreement between Purchaser andSeller dated August 9, 2006****(the “**Confidentiality Agreement**”), the terms of which areincorporated herein by reference.  TheConfidentiality Agreement shall terminate at the Effective Time with respect toinformation relating solely to the Acquired Assets or relating to the Product; *provided, however*, that each of Purchaser and Selleracknowledges that any and all other information provided to it by the other orthe other’s Representatives concerning it and its Affiliates shall remainsubject to the terms and conditions of the Confidentiality Agreement.Notwithstanding the foregoing, Purchaser acknowledges and agrees that Sellermay publicly disclose Retained Information relating to the Acquired Assetsand/or the Acquisition (i) if and to the extent required by applicable Law,rule or regulation, including regulations of any applicable stock exchange, or(ii) with the consent of Purchaser (not to be unreasonably withheld).

(b)           Certain Disclosures.  Each of Purchaser and Seller agrees that theterms of this Agreement, the Related Instruments and the Ancillary Agreementsshall not be disclosed or otherwise made available to the public and thatcopies of this Agreement, the Related Instruments and the Ancillary Agreementsshall not be publicly filed or otherwise made available to the public, exceptwhere such disclosure, availability or filing is required by applicable Law,including for purposes of this Section 5.1 any applicable stockexchange, and only to the extent required by such Law; *provided,however*, that each of Purchaser and Seller may disclose the terms ofthis Agreement, the Related Instruments and the Ancillary Agreements to itsAffiliates and its and its Affiliates’ employees, attorneys, financialadvisors, lenders and agents on a need-to-know basis and to current andpotential investors in financings or related capital raising transactions, tothe extent such parties are bound by confidentiality obligations with respectto the information disclosed.  Wheredisclosure, availability or filing is required by applicable Law, each ofPurchaser and Seller (as applicable) agrees to use commercially reasonableefforts to obtain “confidential treatment” of this Agreement, the RelatedInstruments and the Ancillary Agreements and to redact such terms of thisAgreement, the Related Instruments and the Ancillary Agreements as the otherParty shall request.

(c)           Publicity.  The content of the initial press releasesannouncing the execution of this Agreement shall be substantially in the formsset forth in Exhibit D-1, Exhibit D-2 and Exhibit D-3.  Seller and Purchaser each agree thatPurchaser shall have the right from and after the Effective Time to representto third parties that Purchaser has acquired all rights to, and is thesuccessor to Seller with respect to, the Product, without reservation bySeller.

(d)           Post-Closing.  If the transactions provided for herein areconsummated, except as required by Law or otherwise permitted by this Agreement(including as required by applicable rule or regulation (including regulationsof any applicable stock exchange)), the Seller shall keep secret and retain instrictest confidence and shall not, without the prior written consent ofPurchaser, furnish, make available or disclose to any third party or use forthe benefit of Seller or any third party, any information relating to thebusiness or affairs of Purchaser, the Product, the Acquired Assets, the AssumedLiabilities or the Product-Related Business; provided, however, that norestriction herein shall apply to any information which is in the public domainor becomes known in the industry through no wrongful act on the part of Seller.

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**5.2**          **Availabilityof Records**.  Afterthe Effective Time, (i) Seller shall cooperate with Purchaser inmaking Retained Information available, (ii) Seller shall furnish copies (thefirst such copy being at Seller’s cost and any additional copies being atPurchaser’s cost) of such Retained Information for review by Purchaser, to theextent practicable, at the reasonable request of Purchaser and (iii) uponwritten notice from Purchaser of any request for Retained Information, Sellershall promptly designate appropriate contacts with respect thereto, and shallmake such contacts reasonably available to Purchaser.  Until the seventh (7th) anniversary of the Effective Time, (i)before disposing of any Retained Information, Seller shall give notice to sucheffect to Purchaser and shall give Purchaser, at Purchaser’s cost and expense,an opportunity to remove and retain all or any part of such RetainedInformation as Purchaser may select, subject to the confidentialityrestrictions herein.  Seller, on the onehand, and Purchaser, on the other hand, shall make available to each otherParty and its Affiliates and Representatives during normal business hours whenreasonably requested, all Product Records in its possession and shall preserveall such information, records and documents until the later of: (i) the seventh(7th)anniversary of the Effective Time; (ii) the expiration of all statutes oflimitations for assessing or collecting Taxes for periods ending on or prior tothe Closing and periods including the Closing Date, including extensions thereofapplicable to Seller or Purchaser; or (iii) the required retention period underany applicable Laws for all such information, records or documents (it beingunderstood that the Parties shall not be required to provide any Tax returns toany Person, other than as required by applicable Laws).  Purchaser and Seller shall also makeavailable to each other during normal business hours, when reasonablyrequested, personnel responsible for preparing or maintaining information,records and documents, in connection with Tax matters, governmental contracts,litigation or potential litigation, each as it relates to the Product,Product-Related Business, Acquired Assets or Assumed Liabilities prior to theClosing Date (with respect to Seller) or from and after the Closing Date (withrespect to Purchaser).

**5.3          Revisionof Marketing Materials; Use of Names.**

(a)           Removal of Names.  As provided in the Transition ServicesAgreement, Purchaser shall revise all Marketing Materials and other productliterature related to the Product to delete all reference to the Names (asdefined below) and other references to Seller and implement such materials assoon as practicable following the transfer of the applicable GovernmentAuthorizations to Purchaser is completed.

(b)           Transitional Use of Names.  As provided in the Transition ServicesAgreement, Purchaser may continue to distribute Marketing Materials inconnection with the marketing of the Product that use Names, addresses or phonenumbers to the extent that such Marketing Material exists at the EffectiveTime, and may continue to use Names on Product labeled prior to Purchaserobtaining its NDC number.

(c)           No Other Use.  Other than as expressly provided in thisAgreement and the Transition Services Agreement, Purchaser shall not use orpermit any of its Affiliates or distributors to use any of the Names or anyother corporate, trademarks or service marks or names now or hereafter owned orused by Seller or any of its Affiliates, other than the Product IntellectualProperty (on the terms provided herein and in the Ancillary Agreements).

(d)           Website Information.  Within thirty (30) days following the ClosingDate, Seller shall remove all references to the Product from the “Products”section of its website.

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**5.4          Customer Notifications.**  Promptly after the Effective Time,Purchaser shall notify all current customers of the Product (i) of the transferof the Acquired Assets to Purchaser, (ii) that all purchase orders for Productreceived by Seller or any of its Affiliates prior to the Agreement Date but notfilled as of such date will be transferred to Purchaser; provided, that, to theextent that any purchase order cannot be so transferred, Seller and Purchasershall cooperate with each other to ensure that such purchase order is filled andthat Purchaser receives the same economic benefit and assumes the sameliability associated with filling such purchase order as if such purchase orderhad been so transferred, and (iii) that all subsequent purchase orders forProduct should be sent to

ZLB Behring

1020 First Avenue

King of Prussia,Pennsylvania  19406

Attention: Customer Service

*provided,however*, that Purchaser’s obligations to provide such noticesis subject to Seller providing Purchaser with a complete list of all currentcustomers of the Product and their contact information.

**5.5          Product Returns, Rebates, Chargebacksand NDC Number.**

(a)           Product Returns.

(i)            Subject to the obligations of theParties set forth in subsections (ii) and (iii) below, Purchaser shall beresponsible for processing all Product returns from and after the Closing Date,including any returns of Product manufactured or sold by Seller prior to theClosing Date.  Purchaser shall destroy,or cause to be destroyed, all such returned Product in a manner consistent withapplicable Law.

(ii)           Except as provided below, all Productreturns for Product included in any lot from which Seller had shipped at leastone Product vial prior to the Effective Time (regardless of when such return isactually processed) shall be for the account of Seller, and Seller shallreimburse Purchaser for any and all valid and documented costs and expensesincurred by Purchaser in connection with such returns and for any credits ordeductions taken by customers against the accounts receivable of Purchaser inconnection with such returns.  IfPurchaser alters its Product return policy from the policy in effect on thedate of this Agreement without the consent of Seller, any Product returns forProduct to which such altered return policy applies shall be for the account ofPurchaser as provided in subsection (iii) below.  Seller shall reimburse Purchaser for any suchamounts within thirty (30) days of its receipt of each such invoice therefor.

(iii)          All Product returns for Productincluded in any lot ***other than*** any lot from whichSeller had shipped at least one Product vial prior to the Effective Time shallbe for the account of Purchaser, and Purchaser shall reimburse Seller for anyand all valid and documented costs and expenses incurred by Seller in connectionwith such returns and for any credits or deductions taken by customers againstthe accounts receivable of Seller in connection with such returns.  Purchaser shall reimburse Seller for any suchamounts within thirty (30) days of its receipt of each such invoicetherefor.  Purchaser agrees that Sellershall have no obligations in respect of such returned Products and thatPurchaser shall not be entitled to any credit or reimbursement therefor.

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(b)           Rebates.

(i)            Seller shall be responsible for allrebates payable pursuant to any rebate programs for all Products where therebate is asserted or requested on or prior to [*****], regardless of the datewhen the Product is dispensed.  Purchasershall be responsible for all rebates pursuant to any rebate programs for allProducts where the rebate is asserted or requested after [*****].  In the event that a rebate claim is submittedon or prior to [*****], and such claim is revised after [*****], Purchasershall be responsible for any additional rebate liability resulting from suchrevision, and any reduction in rebate liability shall be for the account ofPurchaser.  Also, if Purchaser alters therebate policy with respect to the Product from the policy in effect on the dateof this Agreement without the consent of Seller, any rebates for Product towhich such altered rebate policy applies shall be for the account ofPurchaser.  To the extent that a Partyprocesses rebate claims which are the responsibility of the other Party, thatother Party shall reimburse the first Party within thirty (30) days of receiptof invoices that describe the requested payments in reasonable detail.

(ii)           Purchaser acknowledges that Sellermay require certain information from Purchaser in order to calculate theMedicaid rebate for any Product manufactured on or prior to the ClosingDate.  Accordingly, Purchaser agreesthat, from and after the Closing Date until the date which is one (1) calendaryear after the later of (a) the expiration date of the last lot of Productproduced with any NDC number of Seller or any of its Affiliates and (b) theexpiration date of any Product otherwise manufactured on or prior to theClosing Date, Purchaser will provide to Seller, within twenty-five (25) daysafter the end of each reporting period, the following information: (a) the BestPrice for each Product identified by NDC number, (b) the Average ManufacturerPrice for each Product identified by the NDC number, (c) the “**Average Sales Price**” (as defined at 42 U.S.C. §1395w-3(a)(c)) for each Product identified by NDC number, and (d) anyadditional or supporting data or other information related to such Medicaidissues reasonably requested by Seller.

(iii)          Schedule 5.5(b)(iii) sets forththe “**Best Price**” (as defined at 42 U.S.C. §1396r-8(c)(1)(C)) and “**Average ManufacturersPrice**” (as defined at 42 U.S.C. § 1396r-8(k)(1)) reported by Sellerfor the Product for the two most recently ended calendar quarters.

(iv)          To the extent that a Party processes arebate claim which is the responsibility of the other Party hereunder, theresponsible Party shall reimburse the other Party within thirty (30) days ofreceipt of invoices that describe the requested payments in reasonable detail.

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(c)           Notwithstanding the foregoing,Purchaser and Seller agree that (i) Seller shall not be responsible for creditfor shelf stock adjustments to the extent resulting from price decreasesinitiated by Purchaser after Closing and (ii) any such payments by Seller shallbe made on the terms and conditions comparable to Seller’s rebate obligationsas of the Closing Date with respect to each commercial customer and shall bebased on Seller’s terms of agreements as of the Closing Date.

(d)           Chargeback Claims.

(i)            Seller shall process and befinancially responsible for all chargeback claims related to any Product thatare asserted on or prior to [*****] (the “**Chargeback Claims**”).  Purchaser shall process and be financiallyliable for all Chargeback Claims related to any Product that are asserted after[*****].  Purchaser and Seller agree that(i) Seller’s financial liability for the Chargeback Claims shall be limited tothose customers with which Seller has chargeback obligations as of the ClosingDate, and (ii) any such chargebacks issued by Seller shall be made on terms andconditions comparable to Seller’s obligations as of the Closing Date withrespect to each customer and shall be based on Seller’s terms of respectiveagreements as of the Effective Date. Seller shall utilize records from third party rebate administrators todemonstrate which chargebacks were requested on or prior to [*****] forpurposes of determining Seller’s obligation hereunder.

(ii)           To the extent that a Party processesChargeback Claims which are the responsibility of the other Party, theresponsible Party shall reimburse the other Party within thirty (30) days ofreceipt of invoices that describe the requested payments in reasonable detail.

(e)           NDC Number.  As soon as practicable after the EffectiveTime, Purchaser shall obtain its own NDC number with respect to the sale of theProduct and shall use commercially reasonable efforts to have in place as soonas reasonably practicable all resources such that sales can be accomplishedunder the NDC number of Purchaser. Thereafter, Purchaser shall use its new NDC number on all invoices,orders and other communications with customers and Governmental Entities.

**5.6          Accounts Receivable.**  The Parties acknowledge and agree that allAccounts Receivable, product reserves and accruals shall remain theproperty of Seller and Seller’s Affiliates and shall be collected by Seller orSeller’s Affiliates subsequent to the Closing. In the event that, subsequent to the Closing, Purchaser or Purchaser’sAffiliates receive any payments from any obligor with respect to an AccountReceivable outstanding on the Closing Date, then Purchaser shall within fifteen(15) days of receipt of such payment remit the full amount of such payment toSeller.  In the case of the receipt byPurchaser of any payment from any obligor of both Seller and Purchaser then,unless otherwise (i) specified by such obligor, or (ii) provided in or asevident from the documentation or circumstances related to such payment, suchpayment shall be applied first to amounts owed to Seller (and remitted toSeller) with the excess, if any, retained by Purchaser. In the event that,subsequent to the Closing, Seller or Seller’s Affiliates receives any paymentsfrom any obligor with respect to an account receivable of Purchaser for anyperiod after the Closing Date, then Seller shall within fifteen (15) days ofreceipt of such payment remit the full amount of such payment toPurchaser.  In the case of the receipt bySeller of any payment from any obligor of both Seller and Purchaser, unlessotherwise (i) specified by such obligor, or (ii) provided in or as evident fromthe documentation or circumstances related to such payment, then such paymentshall be applied first to amounts owed to Seller with the excess, if any,remitted to Purchaser.

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**5.7          Regulatory Approvals.**

(a)           Generally.  Seller and Purchaser each agree to usecommercially reasonable efforts to effect the transfer of all applicableregulatory approvals contemplated hereby, including the transfer from Seller toPurchaser, within ninety (90) days of the Closing Date, of all Seller’s rights,title and interest to the Governmental Authorizations.

(b)           Submissionsto Governmental Entities.  Subject toSection 5.7(h), Seller and Purchaser each agree to prepare and filewhatever filings, requests or applications are required or deemed advisable tobe filed with any Governmental Entity in connection with the transactionscontemplated by this Agreement, including the FDA Transfer of Ownership Letterswith respect to the transfer of the BLA from Seller to Purchaser, and tocooperate with one another as reasonably necessary to accomplish the foregoing.

(c)           FurtherAssurances.  Subject to Section5.7(h), Seller and Purchaser shall: (i) diligently take, or fullycooperate in the taking of, all necessary and proper steps to make such filingsas required or deemed advisable pursuant to Section 5.7(b);(ii) take, or cause to be taken, all actions, and to do or cause to bedone, and to assist and cooperate with the other Party in doing all thingsreasonably necessary, proper, and/or advisable under applicable law orotherwise (A) to consummate and make effective the transactions contemplated bythis Agreement and (B) obtain from any Governmental Entity any non-actions,clearances, waivers, consents, approvals, authorizations, permits or ordersrequired to be obtained in connection with the execution and performance ofthis Agreement or the transactions contemplated by this Agreement.

(d)           Assumptionof Regulatory Compliance Responsibilities. Except as otherwise provided in this Agreement and the TransitionServices Agreement, from and after the Effective Time, Purchaser shall assumeall regulatory responsibilities in connection with the Products and theGovernmental Authorizations, including responsibility for (i) all periodic andannual reports or other regulatory filings with the FDA with respect to the2006 calendar year, (ii) reporting any product quality complaints and adversedrug events in connection with the BLA, and (iii) compliance with theFederal Food, Drug and Cosmetic Act and the Public Health Service Act, as thesame may be amended from time to time. Seller and Purchaser agree that pending completion of the transfer ofthe Government Authorizations as contemplated hereunder, Seller shall performcertain regulatory compliance responsibilities on behalf of Purchaser inconnection with the Products as more particularly set forth in the TransitionServices Agreement.

(e)           Responsibilityof Seller.  From and after theEffective Time, Seller shall have no obligation whatsoever in connection withany regulatory filings, requests or applications related to the Product, exceptas otherwise provided herein and except for actions of Seller reasonablyrequired by a Governmental Entity in connection therewith.

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(f)            ProductComplaints.  From and after the EffectiveTime, Seller shall direct all complaints or inquiries concerning the Product toPurchaser to the attention of:

ZLB Behring

1020 First Avenue

King of Prussia,Pennsylvania  19406

Attention: Customer Service

orsuch other person or persons as Purchaser may specify from time to time bywritten notice to Seller.

(g)           Governmental Entity Fees.  From and after the Effective Time, Purchasershall have all responsibility for any and all Governmental Entity feeobligations for holders or owners of the Governmental Authorizations thatrelate to periods on or after the Effective Time, and Seller shall retainresponsibility for such fee obligations relate to periods prior to theEffective Time.  Each Party shallpromptly reimburse the other to the extent a Party pays amounts that are theresponsibility of the other Party hereunder.

(h)           DealingsWith Governmental Entities.  From andafter the Effective Time, Purchaser shall have the sole authority andresponsibility to respond to any Governmental Entities, to respond to producttechnical complaints and medical complaints and, subject to Section 5.7(i),to handle all recalls, market withdrawals and field corrections of the Productin accordance with applicable Laws, all at Purchaser’s sole cost and expense.

(i)            ProductRecalls.  Beginning at the EffectiveTime and ending one year thereafter, Purchaser shall promptly (but in any case,within forty-eight (48) hours) notify Seller in writing of (i) any decision,order, request or directive of a court or other Governmental Entity to recall,withdraw, or field correct the Product and (ii) any quality control testresults that would require look-back review of any Product labeled with Seller’sNDC number.  Except as otherwise providedin the following sentence, Purchaser has the sole authority and responsibilityfor determining if and when to issue any recall, withdrawal, or fieldcorrection or look-back disposal (but shall comply with all applicable laws,rules, regulations, directives and orders in making such determination), andfor the cost and expense of any such recall, withdrawal, or field correction orlook-back disposal, with respect to any Product included in any PurchaserLot.  Seller has the sole authority andresponsibility for determining if and when to issue any recall, withdrawal, orfield correction or look-back disposal, (but shall be required to comply withall applicable laws, rules, regulations, directives and orders in making suchdetermination), and shall be responsible for the cost and expense of any suchrecall, withdrawal, or field correction or look-back disposal, with respect toany Product included in any Seller Lot, and in such event, Seller shallpromptly (but in any case, within forty-eight (48) hours) notify Purchaser inwriting of any decision, order, request or directive of a court or otherGovernmental Entity to recall, withdraw, or field correct Product.

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**5.8          Tax Matters.**

(a)           All transfer Taxes (including,without limitation, sales, use, stamp and recordation taxes but not includingincome tax measured by gain, if any, realized by Seller from the sale of theAcquired Assets) shall be paid by Purchaser. Seller shall use commercially reasonable efforts to provide Purchaserwith any documentation requested by Purchaser to establish an exemption fromany such transfer Tax under applicable Tax Law. Seller and Purchaser shall cooperate in preparing and timely filing allTax Returns and other documentation relating to such transfer Taxes as may berequired by applicable Tax Law.

(b)           Seller and Purchaser hereby waivecompliance with any “bulk sales” Laws (including any requirement to withholdany amount from payment of the Purchase Price) applicable to the sale toPurchaser of the Acquired Assets by Seller.

**5.9          Government Multi-Product Contracts.**  After the Effective Time,Purchaser shall honor the pricing for the Product under Seller’sGovernment Multi-Product Contracts as reflected on Schedule 5.9, untilsuch time as Purchaser has obtained its own NDC number with respect to theProduct.  Seller may enter into aseparate agreement with such government party, *provided*that such agreements do not contain any provisions relating to the Product orthe Product-Related Business.  Sellershall terminate the rights and obligations of Seller with respect to theProduct under each such Government Multi-Product Contract, to the extent permittedby the terms thereof and to the extent permitted by, and in accordance with,applicable Law, as soon as reasonably practicable after Purchaser has obtainedits own NDC number with respect to the Product. Purchaser shall use commercially reasonable efforts to add the Productinto its existing applicable agreements with Governmental Entities achievingsimilar purposes as the Government Multi-Product Contracts as soon aspracticable after the Effective Time.

**5.10        Inventory.**  From and after the Effective Time, Purchasershall at all times handle, warehouse, store, market, sell, distribute andotherwise dispose of the Inventory in accordance with customary industrypractice and in strict compliance with all applicable laws, rules andregulations, including current good manufacturing practices and productlabeling and specifications.  Withoutlimiting the foregoing, Purchaser represents that it has all applicablelicenses, registrations and permits necessary to take control of the Inventory.

**5.11        Further Assurances.**  Each Party shall from time to time after theEffective Time, without additional consideration, execute and deliver suchfurther instruments and take such other action as may be reasonably requestedby the other Party to make effective the transactions contemplated by thisAgreement, each Related Instrument and each Ancillary Agreement. With respectto all documents, information and other materials included in the AcquiredAssets, in addition to paper and other tangible copies, Seller shall, uponPurchaser’s request, also provide to Purchaser electronic copies of suchdocuments, information and other materials, provided, that, Seller or itsAffiliates or their respective agents have electronic copies thereof. Theforegoing requirement shall only apply to such documents, information and othermaterial exclusively related to the Acquired Assets, and Seller shall have noobligation to reformat or otherwise alter or modify any such materials in orderto provide them to Purchaser.

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**5.12        Post-Effective Time Cooperation.**

(a)           Except as otherwise provided in theTransition Services Agreement, Purchaser and Seller shall cooperate with eachother, and shall cause their officers, employees, agents, auditors, Affiliatesand Representatives to cooperate with each other, for a period of sixty (60)days after the Closing to ensure the orderly transition of the Acquired Assetsfrom Seller to Purchaser and to minimize any disruption to the marketing,distribution and sale of the Product and the other respective businesses ofSeller and Purchaser that might result from the transactions contemplatedhereby.  After the Effective Time, uponreasonable written notice, Purchaser and Seller shall furnish or cause to befurnished to each other and their employees, counsel, auditors andRepresentatives access, during normal businesses hours, to such information andassistance relating to the marketing, distribution and sale of the Product (tothe extent within the control of such Party) as is reasonably requested forfinancial reporting and accounting matters.

(b)           After the Effective Time, uponreasonable written notice, Purchaser and Seller shall furnish or cause to befurnished to each other, as promptly as practicable, such information andassistance (to the extent within the control of such Party) relating to the AcquiredAssets (including access to books and records) as is reasonably requested forthe filing of all Tax Returns, and making of any election related to Taxes, thepreparation for any audit by any Taxing authority, and the prosecution ordefense of any claim, suit or proceeding related to any Tax Return.  Seller and Purchaser shall cooperate witheach other in the conduct of any audit or other proceeding relating to Taxesinvolving the Acquired Assets. Purchaser shall retain the books and records ofSeller and its Affiliates included in the Acquired Assets for a period of sevenyears after the Effective Time. After the end of such seven-year period, beforedisposing of such books or records, Purchaser shall give notice to such effectto Seller and shall give Seller, at Seller’s cost and expense, an opportunityto remove and retain all or any part of such books or records as Seller mayselect.

(c)           Each Party shall reimburse the otherfor reasonable out-of-pocket costs and expenses incurred in assisting the otherpursuant to this Section 5.12. Neither Party shall be required by this Section 5.12 to take anyaction that would unreasonably interfere with the conduct of its business orunreasonably disrupt its normal operations (or, in the case of Purchaser, the marketing,distribution and sale of the Product).

**5.13        NoActive Solicitation of Returns.**  To the extent that the Product does nothave any safety or efficacy issues, Purchaser agrees that it shall notactively solicit any customers to return Product.

**5.14        Insurance.**  From and after the Effective Time until thethird (3rd) anniversary of the Effective Time, Purchaser shall maintain productliability insurance with a coverage amount of no less than [*****] in excess ofthe deductible.

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**5.15        Non-Competition.**  From and after the Closing Date untilthe earlier of [*****] (the “**Restricted Period**”),except as provided below, Seller shall not engage, directly or indirectly as aproprietor, equityholder, investor (except as an investor holding not more than[*****] of the outstanding capital stock or other securities of a publicly heldcompany), lender, partner, director, officer, employee, consultant, orrepresentative, or in any other capacity, in a business that owns or isdeveloping, marketing or selling a [*****] intravenous product.  Except as provided below, during theRestricted Period, Seller shall not directly or indirectly solicit, divert,take away, or attempt to divert or take away, from the Purchaser or any of theirAffiliates any of the business or patronage of any of their respectivecustomers, clients, accounts, vendors, or suppliers with respect to theProduct-Related Business, and the Seller shall not assist any other Person todo so, or be a proprietor, equityholder, investor (except as an investor holdingnot more than [*****] of the capital stock or other securities of a publiclyheld company), lender, partner, director, officer, employee, consultant, orrepresentative of any Person who does or attempts to do so.  Notwithstanding anything herein to thecontrary, Seller and its Affiliates shall be permitted, in any of thecapacities described above, to make venture (through its wholly owned venturecapital subsidiary), merger, acquisition or alliance investments where suchinvestment does not involve the acquisition of, or any investment in, anyentity which derives more than [*****] of its revenue from [*****] intravenousproduct or related rights.  Seller herebyacknowledges that any breach by it of its obligations under this Section5.15 would cause substantial and irreparable damage to the Purchaser andits Affiliates; and that money damages would be an inadequate remedy therefor,and accordingly, Seller acknowledges and agrees that each of the Purchaser orany of its Affiliates shall be entitled to an injunction, specific performance,and/or other equitable relief to prevent the breach of such obligations (inaddition to all other rights and remedies to which such party may be entitledin respect of any such breach).  In theevent that a court of competent jurisdiction determines that any of theprovisions of this Section 5.15 would be unenforceable as writtenbecause they cover too extensive a geographic area, too broad a range ofactivities, or too long a period of time, or otherwise, then such provisionsshall automatically be modified to cover the maximum geographic area, range ofactivities, and period of time as may be enforceable, and in addition, suchcourt or arbitrators are hereby expressly authorized so to modify thisAgreement and to enforce it as so modified. No invalidity or enforceability of any section of this Agreement or anyportion thereof shall affect the validity or enforceability of any othersection or of the remainder of such section.

**6.**                                      CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER.

Theobligations of Seller under this Agreement are subject to the fulfillment, ator prior to the Closing, of each of the following conditions, and failure tosatisfy any such condition shall excuse and discharge all obligations of Sellerto carry out the provisions of this Agreement, unless such failure is waived oragreed to in writing by Seller:

**6.1          Representations and Warranties.**  The representations and warranties madeby Purchaser in this Agreement shall be true and complete when made and,in all material respects (*provided, however*,that the foregoing materiality qualifier shall be ignored with respect to anyrepresentation or warranty already qualified by materiality or Material AdverseEffect) as of the Effective Time as though such representations and warrantieswere made on and as of such time, except for any changes expressly permitted bythis Agreement.

**6.2          Performance.**  Purchaser shall have performed and compliedwith all covenants and agreements required by this Agreement, RelatedInstruments and Ancillary Agreements to be performed or complied with byPurchaser prior to the Closing.

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**6.3          Legal Proceedings.**  No preliminary or permanent injunction orother order has been issued by any court or by any Governmental Entitywhich enjoins, restrains, prohibits or makes illegal pursuant to applicable Lawthe Acquisition on the Closing Date.

**6.4         ****Consents****.**  All consents,authorizations and approvals of Governmental Entities which are requiredto be obtained in order to consummate the transactions contemplated hereby,including, without limitation, the expiration or termination of any applicablewaiting periods under the HSR Act, and all Required Consents listed on Schedule6.4, shall have been duly obtained and shall be in full force and effect onthe Closing Date.

**6.5          Purchase Price.**  Purchaser shall have delivered to Seller (orsuch Affiliates of Seller as designated by Seller in writing in advance ofClosing), the Closing Payment, by wire transfer of immediately available UnitedStates dollars.

**6.6          Purchaser’s Certificates.**  Purchaser shall have delivered to Seller (a)a certificate, dated as of the Closing Date and executed by a seniorofficer of Purchaser, certifying to the fulfillment of the conditions set forthin Sections 6.1 and 6.2, and (b) a certified copy of the resolutions adopted by theBoard of Directors of Purchaser authorizing the transactions contemplated bythis Agreement.

**6.7          AssumptionAgreement.**  Purchasershall have delivered to Seller the Assumption Agreement executed by Purchaser.

**6.8          AncillaryAgreements.**  Purchasershall have delivered to Seller each of the Ancillary Agreements executed byPurchaser.

**6.9          GovernmentalAuthorizations.** Purchaser shall have delivered to each relevant Governmental Entity andto Seller a copy of Purchaser’s FDA Transfer of Ownership Letter, and eachother document required to initiate transfer of any GovernmentalAuthorizations, executed by Purchaser.

**6.10        PurchaserFinancial Information.** Purchaser shall have delivered to Seller such information regardingPurchaser’s financial position and financial ability to perform its obligationshereunder as Seller may reasonably request.

**6.11        ParentGuaranty.**  Purchasershall have delivered to Seller the Parent Guaranty  executed by Purchaser Parent in the formattached hereto as Exhibit G.

**7.**                                      CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER.

Theobligations of Purchaser under this Agreement are subject to the fulfillment,at or prior to the Closing, of each of the following conditions, and failure tosatisfy any such condition shall excuse and discharge all obligations ofPurchaser to carry out the provisions of this Agreement, unless such failure isagreed to in writing by Purchaser:

**7.1          Representationsand Warranties.**  The representations and warranties made bySeller in this Agreement shallbe true and complete when made and, in all material respects (*provided*, *however*, thatthe foregoing materiality qualifier shall be ignored with respect to anyrepresentation or warranty already qualified by materiality or Material AdverseEffect) as of the Effective Time as though such representations and warrantieswere made on and as of such time, except for any changes expressly permitted bythis Agreement.

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**7.2          Performance.**  Seller shall have performed and complied withall covenants and agreements required by this Agreement to beperformed or complied with by Seller prior to the Closing.

**7.3          LegalProceedings.**  Nopreliminary or permanent injunction or other order has been issued by anycourt or by any Governmental Entity which enjoins, restrains, prohibits ormakes illegal pursuant to applicable Law the Acquisition on the Closing Date.

**7.4**          **Consents**.  All consents, authorizations and approvals ofGovernmental Entities which are required to be obtained in order to consummatethe transactions contemplated hereby, including, without limitation, theexpiration or termination of any applicable waiting periods under the HSR Act,and all Required Consents listed on Schedule 6.4, shall have been dulyobtained and shall be in full force and effect on the Closing Date.

**7.5          Seller’sCertificates.** Seller shall have delivered to Purchaser (a) acertificate, dated as ofthe Closing Date and executed by a senior officer of Seller, certifying to thefulfillment of the conditions set forth in Sections 7.1and 7.2, (b) acertified copy of the resolutions adopted by the Board of Directors of Sellerauthorizing the transactions contemplated by this Agreement, and (c) acertificate, dated as of the Closing Date and executed by an officer of Seller,stating that Seller is not a “foreign person” within the meaning of Section1445(b)(2) of the Code.

**7.6          RelatedInstruments.**  Sellershall have delivered to Purchaser each of the Related Instruments executed bySeller.

**7.7          AncillaryAgreements.**  Sellershall have delivered to Purchaser each of the Ancillary Agreementsexecuted by Seller.

**7.8          GovernmentalAuthorizations.**  Sellershall have delivered to each relevant Governmental Entity and to Purchasera copy of Seller’s FDA Transfer of Ownership Letter, and each other documentrequired to initiate transfer of any Governmental Authorizations, executed bySeller.

**7.9          Baxter/PPSMatters.**  No event(other than a plasma shortage that does not disproportionately affect theProduct-Related Business) shall have occurred that would reasonably be expectedto prevent or materially impair the performance or otherwise result in thenonperformance of either (i) Precision Pharma Services, Inc. (“**PPS**”) under that certain Manufacturing Services Agreement byand between Seller and PPS, made as of June 18, 2005, or (ii) BaxterPharmaceutical Solutions LLC (“**Baxter**”) underthat certain Commercial Supply Agreement by and between Baxter and Seller,entered into and effective as of September 29, 2006 (in each case as comparedto other businesses for blood plasma-related products).

**7.10        ProductRemoval Notice.**  Sellershall not have received any notice from a Governmental Entity that wouldreasonably be expected to result in removal or withdrawal of the Product fromthe U.S. market, nor shall have any event occurred which would reasonably beexpected to result in the Product being removed or withdrawn from the U.S.market.

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**8.**                                      SURVIVAL; INDEMNIFICATION.

**8.1          Survivalof Representations.** The representations and warranties contained in this Agreement, in anyAncillary Agreement and Related Instrument and in any other document deliveredin connection herewith or therewith, unless otherwise specified in suchdocument(s), shall survive the Effective Time solely for purposes of this Section8 and shall terminate at the close of business on the [*****] anniversaryof the Closing, except for Seller’s representations and warranties in Sections2.4 and 2.5(a), which shall survive indefinitely. ** **The covenants andagreements contained in this Agreement that require by their terms performanceor compliance on and after the Effective Time shall continue in forcethereafter in accordance with their terms or if no term is specified,indefinitely.

**8.2          Indemnification by Seller.**

(a)           Subjectto Section 8.8, Seller shall indemnify Purchaser and its Affiliates andeach of their respective officers, directors, employees, stockholders, agentsand Representatives (“**Purchaser Indemnitees**”)against, and hold them harmless from, any actual and direct loss (including adiminution in value of the Acquired Assets), liability, claim, damage orexpense (including reasonable legal fees and expenses) (“**Losses**”),as incurred (payable promptly upon written request), to the extent arisingfrom:

(i)            any breach of any representation orwarranty of Seller that survives the Effective Time and is contained in thisAgreement  or in any Related Instrumentor Ancillary Agreement; *provided* thatSeller shall not be required to indemnify any Person, and shall not have anyliability under this Section 8.2(a)(i) to the extent the liability orobligation is directly caused by any action taken or omitted to be taken by anyPurchaser Indemnitee;

(ii)           any breach of any covenant of Sellercontained in this Agreement or in any Related Instrument;

(iii)          any Excluded Liability; and

(iv)          any fees, expenses or other paymentsincurred or owed by Seller to any brokers, financial advisors or comparableother Persons retained or employed by it in connection with the transactionscontemplated by this Agreement or by any Related Instrument or AncillaryAgreement.

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(b)           Sellershall have no indemnification obligations pursuant to Section 8.2(a)(i), except to the extent that the aggregate amount of Losses incurredor suffered by Purchaser that Seller is otherwise responsible for under Section8.2(a)(i) exceeds [*****] (the “**Deductible**”),at which time Purchaser shall be entitled to assert claims against Seller forLosses in excess of, but excluding, the Deductible; *provided*,that the maximum liability of Seller for all claims by Purchaser under Section8.2(a)(i) shall not in any case exceed [*****].  Notwithstanding the foregoing, (i) thereshall be no Deductible and the maximum liability shall be the Purchase Pricewith respect to any indemnifiable Losses arising out of Seller’s breach of itsrepresentations or warranties in Sections 2.2, 2.4 or 2.5(a);(ii) the maximum liability for indemnifiable product liability Losses shall be[*****], and (iii) Seller shall indemnify Purchaser for all Losses based on fraudor intentional misconduct on the part of Seller.  When calculating the amount of Losses arisingout of or relating to any breach of a representation or warranty by Seller forpurposes of determining whether the Deductible provided in this section hasbeen satisfied, references to “Material Adverse Effect” or other materialityqualifications (or correlative terms) will be disregarded.

(c)           Purchasershall have no right to offset any claim for indemnification pursuant to this Section8.2 against any Milestone Payment or other amount that Purchaser isobligated to pay Seller pursuant to this Agreement, any Ancillary Agreement,any Related Instrument, or any other agreement or undertaking.

**8.3          Indemnificationby Purchaser.**  Subjectto Section 8.8, Purchaser shall indemnify Seller, its Affiliates andeach of their respective officers, directors, employees, stockholders, agentsand Representatives (“**Seller Indemnitees**”)against, and agrees to hold them harmless from, any Loss, as incurred (payablepromptly upon written request), to the extent arising from or in connectionwith or otherwise with respect to:

(a)           anybreach of any representation or warranty of Purchaser that survives theEffective Time and is contained in this Agreement or in any Related Instrumentor Ancillary Agreement; provided that Purchaser shall not be required to indemnify anyPerson, and shall not have any liability under this Section 8.3(a) tothe extent the liability or obligation is directly caused by any action takenor omitted to be taken by any Seller Indemnitee;

(b)           anybreach of any covenant of Purchaser contained in this Agreement or in anyRelated Instrument;

(c)           any AssumedLiability; and

(d)           anyfees, expenses or other payments incurred or owed by Purchaser to any brokers, financialadvisors or other comparable Persons retained or employed by it in connectionwith the transactions contemplated by this Agreement or by any RelatedInstrument.

(e)           Purchaser shall have noindemnification obligations pursuant to Section 8.3(a), except to theextent that the aggregate amount of Losses incurred or suffered by Seller thatPurchaser is otherwise responsible for under Section 8.3(a) exceeds[*****] (the “**Deductible**”), at which time Sellershall be entitled to assert claims against Purchaser for Losses in excess of,but excluding, the Deductible; *provided*, thatthe maximum liability of Purchaser for all claims by Seller under Section8.3(a) together shall not in any case exceed [*****].  Notwithstanding the foregoing, (i) thereshall be no Deductible with respect to any indemnifiable Losses arising out ofPurchaser’s breach of its representations or warranties in Section 3.2;and (ii) Purchaser shall indemnify Seller for all Losses based on fraud,  or intentional misconduct on the part ofPurchaser.  When calculating the amountof Losses arising out of or relating to any breach of a representation orwarranty by Purchaser for purposes of determining whether the Deductibleprovided in this section has been satisfied, references to “Material AdverseEffect” or other materiality qualifications (or correlative terms) will bedisregarded.

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**8.4          Calculationof Losses.**  The amountof any Loss for which indemnification is provided under clause (i) of Section8.2(a) or clause (a) of Section 8.3 shall be net of any amountsactually recovered by the Indemnified Party (as defined below) under insurancepolicies with respect to such Loss and shall be (a) increased to take accountof any net Tax cost incurred by the Indemnified Party arising from the receiptof indemnity payments hereunder (grossed up for such increase) and (b) reducedto take account of any net Tax benefit immediately realized by the IndemnifiedParty in cash arising from the incurrence or payment of any such Loss. Incomputing the amount of any such Tax cost or Tax benefit, the Indemnified Partyshall be deemed to recognize all other items of income, gain, loss deduction orcredit before recognizing any item arising from the receipt of any indemnitypayment under clause (i) of Section 8.2(a) or clause (a) of Section8.3 or the incurrence or payment of any indemnified Loss. Any indemnitypayment under clause (i) of Section 8.2(a) or clause (a) of Section8.3 shall be treated as an adjustment to the Purchase Price for Taxpurposes, unless a final determination (which shall include the execution of aForm 870-AD or successor form) with respect to the Indemnified Party or any ofits Affiliates causes any such payment not to be treated as an adjustment tosuch price for federal income Tax purposes.

**8.5          Terminationof Indemnification.** The obligations to indemnify and hold harmless any Party, (a) pursuantto Section 8.2(a)(i) or Section 8.3(a), shall terminate on the[*****] anniversary of the Effective Time (except to the extent that pursuantto Section 8.1 any representation or warranty survives past suchanniversary) and (b) pursuant to the other clauses of Section 8.2 and Section8.3, shall not terminate; *provided, however*,that such obligations to indemnify and hold harmless shall not terminate with respectto any item as to which the Person to be indemnified shall have, before theexpiration of the applicable period, previously made a claim by delivering anotice of such claim (stating in reasonable detail the basis of such claim)pursuant to Section 8.6 to the Party to be providing theindemnification.

**8.6          Procedures.**

(a)           In order for a party (the “**Indemnified Party**”) to be entitled to anyindemnification provided for under this Agreement in respect of, arising out ofor involving a claim made by any Person against the Indemnified Party (a “**Third Party Claim**”), such Indemnified Partymust notify the indemnifying party (the “**IndemnifyingParty**”) in writing (and in reasonable detail) of the Third PartyClaim within fifteen (15) business days after receipt by such Indemnified Partyof notice of the Third Party Claim; *provided, however*,that failure to give such notification shall not affect the indemnificationprovided hereunder except to the extent the Indemnifying Party shall have beenactually prejudiced as a result of such failure (except that the IndemnifyingParty shall not be liable for any expenses incurred during the period in whichthe Indemnified Party failed to give such notice). Thereafter, the IndemnifiedParty shall deliver to the Indemnifying Party, within five (5) business daysafter the Indemnified Party’s receipt thereof, copies of all notices anddocuments (including court papers) received by the Indemnified Party relatingto the Third Party Claim.

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(b)           If a Third Party Claim is made againstan Indemnified Party, the Indemnifying Party shall be entitled to participatein the defense thereof and, if it so chooses, to assume the defense thereofwith counsel selected by the Indemnifying Party. Should the Indemnifying Partyso elect to assume the defense of a Third Party Claim, the Indemnifying Partyshall be deemed to have accepted the corresponding obligation to defend andindemnify the Indemnified Party, and in such case, the Indemnifying Party shallnot be liable to the Indemnified Party for any legal expenses subsequentlyincurred by the Indemnified Party through counsel not employed by theIndemnifying Party in connection with the defense.  If the Indemnifying Party assumes suchdefense, the Indemnified Party shall have the right to participate in thedefense thereof and to employ counsel, at its own expense, separate from thecounsel employed by the Indemnifying Party, it being understood that theIndemnifying Party shall control such defense. The Indemnifying Party shall beliable for the fees and expenses of counsel employed by the Indemnified Partyfor any period during which the Indemnifying Party has not assumed the defensethereof (other than during any period in which the Indemnified Party shall havefailed to give notice of the Third Party Claim as provided above). If theIndemnifying Party chooses to defend or prosecute a Third Party Claim, all theindemnified parties shall cooperate in the defense or prosecution thereof. Suchcooperation shall include the retention and (upon the Indemnifying Party’srequest) the provision to the Indemnifying Party of records and informationthat are reasonably relevant to such Third Party Claim, and making employeesavailable on a mutually convenient basis to provide additional information andexplanation of any material provided hereunder. So long as the IndemnifyingParty assumes the defense of a Third Party Claim, the Indemnified Party shallnot admit any liability with respect to, or settle, compromise or discharge,such Third Party Claim without the Indemnifying Party’s prior written consent(which consent shall not be unreasonably withheld). If the Indemnifying Partyassumes the defense of a Third Party Claim, the Indemnified Party shall agreeto any settlement, compromise or discharge of a Third Party Claim that theIndemnifying Party may recommend and that by its terms obligates theIndemnifying Party to pay the full amount of the liability in connection withsuch Third Party Claim, which releases the Indemnified Party completely inconnection with such Third Party Claim and that would not otherwise materiallyadversely affect the Indemnified Party.

(c)           In the event any Indemnified Partyshould have a claim against any Indemnifying Party under Section 8.2 or Section8.3 that does not involve a Third Party Claim being asserted against orsought to be collected from such Indemnified Party, the Indemnified Party shalldeliver notice of such claim with reasonable promptness to the IndemnifyingParty and in any event prior to the expiration of the underlyingrepresentations and warranties, if applicable. The failure by any IndemnifiedParty so to notify the Indemnifying Party shall not relieve the IndemnifyingParty from any liability that it may have to such Indemnified Party under Section 8.2or Section 8.3, except to the extent that the Indemnifying Partydemonstrates that it has been prejudiced by such failure. If the IndemnifyingParty disputes its liability with respect to such claim, the Indemnifying Partyand the Indemnified Party shall proceed in good faith to negotiate a resolutionof such dispute and, if not resolved through negotiations, such dispute shallbe resolved by litigation in an appropriate court of competent jurisdiction.

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**8.7          Sole Remedy; No AdditionalRepresentations.**

(a)           Except as otherwise specificallyprovided in Section 8.6(c) or in any Related Instrument or AncillaryAgreement, each of Purchaser and Seller acknowledges and agrees that its soleand exclusive remedy after the Effective Time with respect to any and allclaims and causes of action relating to this Agreement (including theSchedules), the Related Instruments, the Ancillary Agreements, the Acquisitionand the other transactions contemplated hereby and thereby, the Acquired Assetsand the Assumed Liabilities (other than claims of, or causes of action arisingfrom, fraud or relating to breaches of covenants requiring performance afterthe Agreement Date) shall be pursuant to the indemnification provisions set forthin this Section 8 or as provided in Section 10.9. In furtheranceof the foregoing, each of Purchaser and Seller hereby waives to the fullestextent permitted under applicable law, any and all rights, claims and causes ofaction relating to this Agreement (including the Schedules), the RelatedInstruments, the Ancillary Agreements, the Acquisition and the othertransactions contemplated hereby and thereby, the Acquired Assets and theAssumed Liabilities (other than claims of, or causes of action arising from,fraud or intentional misconduct on the part of a Party or relating to breachesof covenants requiring performance after the Agreement Date) it may haveagainst the other Party hereto arising under or based upon any applicable lawor arising under or based upon common law or otherwise (except pursuant to theindemnification provisions set forth in Section 8.2 or Section 8.3,as applicable).

(b)           Purchaser acknowledges that it andits Representatives have been permitted full and complete access to the booksand records, facilities, equipment, Tax Returns, contracts, insurance policies(or summaries thereof) and other properties and assets of the Seller relatingto the Product and the Product-Related Business, that it and itsRepresentatives have desired or requested to see or review, and that it and itsRepresentatives have had a opportunity to meet with the officers and employeesof Seller to discuss the Acquired Assets.

(c)           Purchaser acknowledges that none ofSeller, its Affiliates or any other Person (i) has made any representation orwarranty, express or implied, as to the accuracy or completeness of anyinformation regarding the Acquired Assets furnished or made available toPurchaser and its Representatives, except as expressly set forth in this Agreement(including the Schedules), the Related Instruments, or the AncillaryAgreements, and (ii) shall have or be subject to any liability to Purchaser orany other Person resulting from the distribution to Purchaser, or Purchaser’suse of, any such information, documents or material made available to Purchaserin any “data rooms”, management presentations or in any other form inexpectation of the transactions contemplated hereby except to the extent suchinformation, documents or materials is included in the representations orwarranties of the Seller set forth in this Agreement (including the Schedules),the Related Instruments or the Ancillary Agreements.

(d)           Purchaser also acknowledges thatexcept as expressly set forth in the representations and warranties set forthin Section 2 of this Agreement (including the Schedules), the RelatedInstruments and the Ancillary Agreements, there are no representations orwarranties by Seller of any kind, express or implied, with respect to theAcquired Assets, and that Purchaser is purchasing the Acquired Assets “as is”, “whereis” and “with all faults.”  Withoutlimiting the generality of the foregoing, except as expressly set forth in therepresentations and warranties set forth in Section 2 of this Agreement(including the Schedules), the Related Instruments or the Ancillary Agreements,THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR APARTICULAR PURPOSE.

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**8.8          Limitationson Liability.**

(a)           Notwithstanding any provision herein,neither Seller nor Purchaser shall in any event be liable to the other Party orits Affiliates, officers, directors, employees, stockholders, agents orRepresentatives on account of any indemnity obligation set forth in Section8.2(a)(i) or Section 8.3(a) or on account of any other obligationimposed by this Agreement, for any indirect, consequential or punitive damages(including, but not limited to, lost profits, loss of use, damage to goodwillor loss of business), provided, however, that the foregoing shall not limit aParty’s ability to recover for diminution in value of the Acquired Assets or tointroduce evidence of such diminution in value based on admissiblevaluation methods (including discounted cash flow calculations based onlost profits, loss of use, damage to goodwill or loss of business, if suchevidence would be otherwise admissible to establish diminution in value of theAcquired Assets), and provided further that the Party seeking such recoveryuses commercially reasonable efforts to mitigate Losses, including any allegeddiminution in value, as set forth in Section 8.8(b).

(b)           Seller and Purchaser shall cooperatewith each other in resolving any claim or liability with respect to which oneParty is obligated to indemnify the other under this Agreement, includingwithout limitation, by making commercially reasonable efforts to mitigateLosses or resolve any such claim or liability.

**9.**                                      TERMINATION.

**9.1          Termination.**  This Agreement may be terminated at any timebefore the Closing under any one or more of the following circumstances:

(a)           Purchaser and Seller may terminatethis Agreement by mutual written consent at any time prior to the Closing;

(b)           Seller may terminate this Agreementby giving written notice to Purchaser at any time prior to the Closing if theClosing shall not have occurred on or before December 31, 2006 by reason of thefailure of any condition precedent under Section 6 hereof for any reasonother than the failure to meet the conditions set forth in Section 6.4because the expiration or termination of any applicable waiting periods underthe HSR Act has not yet occurred, in which case Seller may terminate by givingwritten notice to Purchaser at any time prior to the Closing if the Closingshall not have occurred on or before February 15, 2007, unless in either casethe failure of any condition precedent under Section 6 results primarilyfrom Seller’s breach of any representation, warranty or covenant contained inthis Agreement; or

(c)           Purchaser may terminate thisAgreement by giving written notice to Seller at any time prior to the Closingif the Closing shall not have occurred on or before December 31, 2007 by reason of the failure of anycondition precedent under Section 7 hereof for any reason other than thefailure to meet the conditions set forth in Section 7.4 because theexpiration or termination of any applicable waiting periods under the HSR Acthas not yet occurred, in which case Purchaser may terminate by giving writtennotice to Seller at any time prior to the Closing if the Closing shall not haveoccurred on or before February 15, 2007, unless in either case the failure ofany condition precedent under Section 7 results primarily from Purchaser’sbreach of any representation, warranty or covenant contained in this Agreement.

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(d)           The date on which any suchtermination is effected shall be referred to herein as the “Termination Date.”

**9.2          Effectof Termination.**  If Seller or Purchaser terminatesthis Agreement pursuant to Section 9.1,all obligations of the Parties hereunder, except for the obligations set forthin this Section 9.2 and in Section 10,shall terminate on the Termination Date without any liability of any Party toany other Party, except that nothing contained in this Section 9.2 shall alter, affect, modify or restrict anyParty’s rights to rely on and/or seek indemnification for any willful orintentional breach of any of the representations, warranties or covenants ofany of the Parties contained in this Agreement or for fraud.

**10.**                               MISCELLANEOUS.

**10.1**        **Amendment****andWaivers.**  ThisAgreement may not be amended except by an instrument in writing signed onbehalf of each of the Parties hereto. By an instrument in writing Purchaser, onthe one hand, or Seller, on the other hand, may waive compliance by the otherParty with any term or provision of this Agreement that such other Party was oris obligated to comply with or perform.

**10.2        Notices.**  All notices and other communicationshereunder shall be in writing and shall be deemed given upon receipt ifdelivered personally, or when sent if mailed by registered or certified mail (return receipt requested) or byreputable overnight express courier (charges prepaid) or transmitted byfacsimile (with confirmation of transmittal) to the Parties at the followingaddresses (or at such other address for a Party as shall be specified by likenotice):

(a)           if to Seller, to:

Legal Department

Attention:  General Counsel

MedImmune, Inc.

One MedImmune Way

Gaithersburg, MD  20878

Telephone:  (301) 398-4625

Telecopier: (301) 398-9625

and a copy (which shall not constitute notice) to:

Hogan & HartsonL.L.P.

555 13th Street, NW

Washington, DC  20004

Telephone:  (202) 637-8675

Telecopier:  (202) 637-5910

Attention: Michael C. Williams

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(b)           ifto Purchaser, to:

ZLB Behring

1020 First Avenue

King of Prussia,Pennsylvania 19406

Telephone:  (610) 878-4405

Facsimile:  (610) 878-4013

Attention: President

with a copy (whichshall not constitute notice) to:

ZLB Behring

1020 First Avenue

King of Prussia,Pennsylvania 19406

Telephone:  (610) 878-4532

Facsimile:  (610) 878-4221

Attention: General Counsel

and a copy (whichshall not constitute notice) to:

Ballard Spahr Andrews& Ingersoll, LLP

1735 Market Street, 51stFloorPhiladelphia, Pennsylvania 19103-7599

Telephone:  (215) 864-8615

Facsimile:  (215) 864-9043

Attention: Brian D. Doerner, Esq.

**10.3        Definitions; Interpretation.**

(a)           For purposes of this Agreement,capitalized terms used herein without definition shall have the respectivemeanings assigned thereto in Annex A attached hereto and incorporatedherein for all purposes of this Agreement. The definitions of the terms hereinand in Annex A shall apply equally to the singular and plural forms ofthe terms defined.

(b)           In the event of an ambiguity or aquestion of intent or interpretation arises, this Agreement shall be construedas if drafted jointly by the Parties and no presumption or burden of proofshall arise favoring or disfavoring any Party by virtue of the authorship ofany provisions of this Agreement. Whenever the context may require, any pronounshall include the corresponding masculine, feminine and neuter forms. The words“include”, “includes” and “including” shall be deemed to be followed by thephrase “without limitation.” The word “will” shall be construed to have thesame meaning and effect as the word “shall.” Unless the context requiresotherwise (A) any definition of or reference to any agreement, instrument orother document herein shall be construed as referring to such agreement,instrument or other document as from time to time amended, supplemented orotherwise modified (subject to any restrictions on such amendments, supplementsor modifications set forth herein); (B) any reference herein to any Personshall be construed to include the Person’s successors and assigns; (C) the words“herein”, “hereof” and “hereunder”, and words of similar import, shall beconstrued to refer to this Agreement in its entirety and not to any particularprovision hereof; and (D) all references herein to Articles, Sections, Exhibitsor Schedules shall be construed to refer to Articles, Sections, Exhibits andSchedules of this Agreement.

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**10.4        DescriptiveHeadings.**  Thedescriptive headings herein are inserted for convenience only and are notintended to be part of or to affect the meaning or interpretation of thisAgreement.

**10.5**        **Counterparts**.  This Agreement may be executed in one or morecounterparts, all of which shall be considered one and the same agreement,and shall become effective when one or more such counterparts have been signedby each of the Parties and delivered to the other Party.  Signatures transmitted by facsimile ortelecopy shall be binding on the Parties as if originally executed

**10.6        EntireAgreement.**  ThisAgreement the Related Instruments, the Ancillary Agreements and the ConfidentialityAgreement, along with the Schedules and Exhibits hereto and thereto, containthe entire agreement and understanding between the Parties with respect to thesubject matter hereof and supersede all prior agreements and understandingsrelating to such subject matter. Neither Party shall be liable or bound to anyother Party in any manner by any representations, warranties or covenantsrelating to such subject matter except as specifically set forth herein(including the Schedules), in the Related Instruments, in the AncillaryAgreements or in the Confidentiality Agreement.

**10.7        FeesAnd Expenses.**  EachParty shall bear its own fees and expenses incurred in connection with thetransactions contemplated by this Agreement, the Related Instruments and theAncillary Agreements, including any fees payable to UBS and Merrill Lynch.

**10.8        GoverningLaw.**  This Agreementshall be governed by and construed in accordance with the internal laws of theState of Maryland applicable to agreements made and to be performed entirelywithin such state, without regard to the conflicts of law principles of suchstate.

**10.9        SpecificPerformance.**  TheParties hereto agree that if any of the provisions of this Agreement were notperformed in accordance with their specific terms or were otherwise breached,irreparable damage would occur, no adequate remedy at law would exist anddamages would be difficult to determine, and that the Parties shall be entitledto seek specific performance of the terms hereof, in addition to any otherremedy at law or equity.

**10.10      Assignment.**  This Agreement may not be assigned by anyParty hereto without the prior written consent of the other Party.  Any attempted assignment in violation of thisSection 10.10 shall be void.

**10.11      Successorsand Assigns.**  ThisAgreement shall be binding upon and inure solely to the benefit of the Partieshereto, their successors and permitted assigns, and nothing in this Agreement,express or implied, is intended to or shall confer upon any other person orpersons any right, benefits or remedies of any nature whatsoever under or byreason of this Agreement.

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**10.12      Severability.**  In the event that any one or more of theprovisions contained herein, or the application thereof in any circumstances,is held invalid, illegal or unenforceable in any respect for any reason, theParties shall negotiate in good faith with a view to the substitution thereforof a suitable and equitable solution in order to carry out, so far as may bevalid and enforceable, the intent and purpose of such invalid provision; *provided*, however, that the validity, legality andenforceability of any such provision in every other respect and of theremaining provisions contained herein shall not be in any way impaired thereby,it being intended that all of the rights and privileges of the Parties heretoshall be enforceable to the fullest extent permitted by law.

**10.13      Consentto Jurisdiction.**  EachParty hereto irrevocably submits to the exclusive jurisdiction of (a) theCircuit Courts of Montgomery County, Maryland, and (b) the United StatesDistrict Court for the District of Maryland, Southern Division, for thepurposes of any suit, action or other proceeding arising out of this Agreement,any Related Instrument, any Ancillary Agreement or any transaction contemplatedhereby or thereby. Each Party hereto agrees to commence any such action, suitor proceeding either in the United States District Court for the District ofMaryland, Southern Division or if such suit, action or other proceeding may notbe brought in such court for jurisdictional reasons, in the Circuit Courts ofMontgomery County, Maryland. Each Party hereto further agrees that service ofany process, summons, notice or document by U.S. registered mail to such Party’srespective address set forth above shall be effective service of process forany action, suit or proceeding in Maryland with respect to any matters to whichit has submitted to jurisdiction in this Section 10.13. Each Partyhereto irrevocably and unconditionally waives any objection to the laying ofvenue of any action, suit or proceeding arising out of this Agreement, anyRelated Instrument or the transactions contemplated hereby and thereby in (i)the Circuit Courts of Montgomery County, Maryland or (ii) the United StatesDistrict Court for the District of Maryland, Southern Division, and hereby andthereby further irrevocably and unconditionally waives and agrees not to pleador claim in any such court that any such action, suit or proceeding brought inany such court has been brought in an inconvenient forum.

**10.14**      **Waiver of Jury Trial****.** EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BYAPPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANYLITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITHTHIS AGREEMENT OR ANY RELATED INSTRUMENT. EACH PARTY HERETO (A) CERTIFIES THATNO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THEOTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THERELATED INSTRUMENTS AND THE ANCILLARY AGREEMENTS, AS APPLICABLE, BY, AMONGOTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.14.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have executedthis Asset Purchase Agreement as of the date first written above.
|            | ** ** | **SELLER**          |
|------------|------------|---------------------|
| ** ** | ** ** | ** **          | ** ** | ** ** |
| ** ** | ** ** | **MEDIMMUNE, INC.** |
| ** ** | ** ** | ** **          | ** ** | ** ** |
| ** ** | ** ** | By:                 |   | /s/ David M. Mott |
| ** ** |       | Name:               |   | David M. Mott |
| ** ** |       | Title:              |   | President and Chief Executive Officer |
| ** ** |       |                |   |   |
| ** ** | ** ** | **PURCHASER:**      |
| ** ** | ** ** | ** **          | ** ** | ** ** |
| ** ** | ** ** | **ZLB BEHRING AG**  |
| ** ** | ** ** | ** **          | ** ** | ** ** |
| ** ** | ** ** | By:                 |   | /s/ Peter Turner |
| ** ** |       | Name:               |   | Peter Turner |
| ** ** |       | Title:              |   | Director |
| ** ** |       |                |   |   |
| ** ** | ** ** | By:                 |   | /s/ Uwe Jocham |
| ** ** |       | Name:               |   | Uwe Jocham |
| ** ** |       | Title:              |   | Senior V.P. and General Manager |

 

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**ANNEX A**

**DEFINED TERMS**

“**Accounts Receivable**” means all accounts receivable, notesreceivable and other indebtedness due and owed by any third party to Seller orits Affiliates arising or held in connection with the Acquired Assets as of theclose of business on the Agreement Date.

“**Acquired Assets**” has the meaning provided in Section1.2(a) of the Agreement.

“**Acquisition**” has the meaning provided in Section 1.1of the Agreement.

“**Acquisition Proposal**” means a proposal from a third partyrelating to any transaction involving the acquisition, in whole or in part, ofthe Product and Product-Related Business. A proposal for the acquisition of assets or securities of Sellerincluding the Product and/or Product-Related Business, but of which acquisitionthe Product and/or Product-Related Business represent less than fifty percent(50%) of the value of such assets or securities, shall not constitute anAcquisition Proposal.

“**Affiliate**” means, with respect to any Person, any Personthat, directly or indirectly, controls, is controlled by, or is under commoncontrol with, the specified Person. For purposes of this definition, the term “control”as applied to any Person, means the possession, directly or indirectly, of thepower to direct or cause the direction of the management of that Person,whether through ownership of voting securities or otherwise.

“**Agreement**” has the meaning provided in the IntroductoryParagraph of the Agreement.

“**Agreement Date**” has the meaning provided in the IntroductoryParagraph of the Agreement.

“**Allocation Schedule**” has the meaning provided in Section1.9(a)(i) of the Agreement.

“**Ancillary Agreements**” means the Transition ServicesAgreement, the Bill of Sale, the Assumption Agreement and the TrademarkAssignment Agreement.

“**Assigned Contracts**” means those contracts listed on Schedule1.2(a)(v).

“**Assumed Liabilities**” has the meaning provided in Section1.3(a) of the Agreement.

“**Assumption Agreement**” means the Assumption Agreement to bedated as of the Closing by and between the Seller or the appropriate Affiliateof Seller and the Purchaser, substantially in the form attached to theAgreement as Exhibit A.

“**Average Manufacturers Price**” has the meaning provided in Section5.5(b)(iii) of the Agreement.

“**Average Sales Price**” has the meaning provided in Section5.5(b)(ii) of the Agreement.

“**Best Price**” has the meaning provided in Section5.5(b)(iii) of the Agreement.

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“**Bill of Sale**” means a bill of sale for transfer of theAcquired Assets in the form attached hereto as Exhibit H.

“**BLA**” means the biologic license applications for the Productdescribed in Schedule 1.2(a)(ii) to the Agreement including anyamendments or supplements thereto, reports, correspondence and othersubmissions related thereto and the regulatory and clinical files and data pertainingto the foregoing in the possession or control of Seller or its Affiliates as ofthe Effective Time.  For purposes of thedetermination of Cumulative Net Sales, the term BLA shall include any separatebiologic license application approved in the future and covering the Product.

“**Cash Amount**” has the meaning provided in Section1.6(a)(ii) of the Agreement.

“**Change of Control**” means a merger,consolidation or other corporate reorganization, or similar transaction orseries of transactions in which in excess of 50% of an entity’s voting power istransferred to a non-Affiliate of such entity or in which all or substantiallyall of the assets of an entity are sold or licensed, or a transaction or seriesof transactions (including, without limitation, an asset sale) in which theProduct-Related Business is sold, assigned, licensed or transferred byPurchaser to a party other than an Affiliate of Purchaser.

“**Chargeback Claims**”has the meaning provided in Section 5.5(d) of the Agreement.

“**Closing**” hasthe meaning provided in Section 1.4 of the Agreement.

“**Closing Date**”has the meaning provided in Section 1.4 of the Agreement.

“**Closing Payment**”has the meaning provided in Section 1.6(c) of the Agreement.

“**Code**” means the Internal Revenue Code of 1986, as amended, and the regulationspromulgated thereunder.

“**Combination Product**”has the meaning provided in Section 1.7(b) of the Agreement.

“**Confidentiality Agreement**”has the meaning provided in Section 5.1(a) of the Agreement.

“**Cumulative Net Sales**”means (a) cumulative Net Sales of the Product and (b) to the extent notincluded in clause (a) above, Sublicense Revenue calculated (with respect toboth (a) and (b)) from and after the Effective Time.  Sales between Purchaser and its Affiliatesshall be excluded from the computation of Cumulative Net Sales.  Cumulative Net Sales shall include salesbetween Purchaser and sublicensees or resellers.  To the extent that Seller invoices or sellsProduct on behalf of Purchaser pursuant to the Transition Services Agreement,such invoices and sales shall be included in the calculation of Cumulative NetSales.  Monetaryconversion from the currency of a foreign country, in which the Product issold, into United States currency shall be calculated at the actual averagerates of exchange for the year to date as used by Purchaser in producing itsquarterly and annual accounts.  Forpurposes of calculating Cumulative Net Sales, the term Product shall include:(a) any product covered by the BLA, (b) any product Distributed under a ProductTrademark (including CytoGam), and (c) any product covered by the ProductPatent Rights.

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“**Deductible**” hasthe meaning provided in Section 8.2(b) of the Agreement.

“**Distribution**”means any and all activities related to the distribution, marketing, promoting,offering for sale and selling of the Product, including advertising, detailing,educating, planning, promoting, conducting reporting, storing, handling,shipping and communicating with Governmental Entities and third parties inconnection therewith.

“**Effective Time**”has the meaning provided in Section 1.4 of the Agreement.

“**Equipment Payment**”has the meaning provided in Section 1.6(b) of the Agreement.

“**Escrow Agreement**”has the meaning provided in Section 1.7(e) of the Agreement.

“**Escrow Deposit**”has the meaning provided in Section 1.7(e) of the Agreement.

“**Estimated Inventory Value**”has the meaning provided in Section 1.8(a) of the Agreement.

“**Excluded Assets**”has the meaning provided in Section 1.2(b) of the Agreement.

“**Excluded Liability**”has the meaning provided in Section 1.3(b) of the Agreement.

“**Excluded Tax Liability**”has the meaning provided in Section 1.3(b)(vi) of the Agreement.

“**FDA**” means theUnited States Food and Drug Administration, or any successor agency thereto.

“**FDA Transfer of OwnershipLetter**” means the letter submitted by each of the Parties and theapplication form submitted by Purchaser to the FDA notifying the agency of thechange in ownership of the BLA in accordance with21 C.F.R. § 314.72.

“**Financial Statements**”has the meaning provided in Section 3.9.

“**First Milestone**”has the meaning provided in Section 1.6(d)(i) of the Agreement.

“**First****Milestone Payment**” has the meaning provided in Section1.6(d)(i) of the Agreement.

“**GAAP**” meansUnited States generally accepted accounting principles as in effect on the datehereof, as consistently applied by Seller.

“**Government Multi-ProductContracts**” means all contracts by which Seller dispenses the Productthrough a Government Entity, together with other  products of Seller.

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“**GovernmentalAuthorizations**” means those authorizations of Governmental Entitiesdescribed on Schedule 1.2(a)(ii), including the BLA and the NOC.

“**Governmental Entity**”means any Federal, state, local or non-U.S. government or any court ofcompetent jurisdiction, legislature, governmental agency, administrative agencyor commission or other governmental authority or instrumentality, U.S. ornon-U.S.

“**Governmental Investigation**”has the meaning provided in Section 2.8(a) of the Agreement.

“**HSR Act**” meansthe Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and alllaws and regulations promulgated pursuant thereto or in connection therewith.

“**Indemnified Party**”has the meaning provided in Section 8.6(a) of the Agreement.

“**Indemnifying Party**”has the meaning provided in Section 8.6(a) of the Agreement.

“**Independent AccountingFirm**” has the meaning provided in Section 1.8(a)(ii) of theAgreement.

“**Independent AuditAccounting Firm**” has the meaning provided in Section 1.7(d)(ii)of the Agreement.

“**Initial Inventory Payment**”has the meaning provided in Section 1.6(c) of the Agreement.

“**Interim FinancialStatements**” has the meaning provided in Section 3.9.

“**Inventory**”means all inventory of finished product that has six (6) months or more ofremaining shelf life and that is formulated, labeled, packaged or otherwiseintended for use, sale or offer for sale under the Product Trademarks owned bySeller or its Affiliates as of the Effective Time and which inventory meets thespecifications for the Product as set out in the BLA together with allwork-in-progress and all materials or ingredients (including plasma) owned bySeller or its Affiliates as of the Effective Time for which value is attributedpursuant to the calculation set forth on Schedule 1.8 used for determiningthe Inventory Value, or, if the Inventory Value is not yet calculated, theEstimated Inventory Value.

“**Inventory Value**” has the meaning provided in Section1.8(a) of the Agreement.

“**Inventory Variance**” has the meaning provided in Section1.8(b) of the Agreement.

“**IRS**” has themeaning provided in Section 1.9(d) of the Agreement.

“**Knowledge**”means (i) with respect to Seller, the actual knowledge of any executive officerof Seller, and (ii) with respect to Purchaser, the actual knowledge of anyexecutive officer of Purchaser.

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“**Law**” means eachprovision of any currently existing federal, provincial, state, local orforeign law, statute, ordinance, order, code, rule or regulation, promulgatedor issued by any Governmental Entity, as well as any judgments, decrees,injunctions or agreements issued or entered into by any Governmental Entityspecifically with respect to Seller or the Product.

“**Liability**”means, collectively, any indebtedness, guaranty, endorsement, claim, loss,damage, deficiency, cost, expense, obligation or responsibility, fixed orunfixed, known or unknown, choate or inchoate, liquidated or unliquidated,secured or unsecured, direct or indirect, matured or unmatured, or absolute,contingent or otherwise, including any product liability.

“**Liens and Encumbrances**”means, with respect to the Acquired Assets, any mortgage, lien, license,pledge, charge, security interest or encumbrance of any kind, including,without limitation, the interest of a vendor or lessor under any conditionalsale agreement, capital lease or other title retention agreement relating tosuch asset.

“**Logos**” meansall registered and common law trademark, trade dress, copyright and otherrights to the graphic patterns associated with the Product Trademarks as setforth in Schedule 1.2(a)(i), and all goodwill associated therewith.

“**Losses**” has themeaning provided in Section 8.2(a) of the Agreement.

“**Marketing Material**”means those items described on Schedule 1.2(a)(iv).

“**Material Adverse Effect**”means any change or effect that is materially adverse to the Product-RelatedBusiness taken as a whole, or the condition (financial or otherwise) thereof,taken as a whole, or the Acquired Assets and Assumed Liabilities, taken as awhole, but shall exclude any change, effect or circumstance resulting orarising from: (a) events, circumstances, changes or effects that generallyaffect the pharmaceutical industry or specifically affect the industry forblood plasma-related products (including legal and regulatory changes), so longas the Product-Related Business is not disproportionately affected incomparison to either such industry, (b) general economic or politicalconditions or events, circumstances, changes or effects affecting thesecurities markets generally, (c) changes caused by a material worseningof current conditions caused by acts of terrorism or war (whether or notdeclared) occurring after the Agreement Date, (d) changes arising from theconsummation of the Acquisition, or the announcement of the execution of, theAgreement, the Ancillary Agreements or any other agreement in connection withthe Acquisition, including (i) any actions of competitors, (ii) any actions ofcustomers, (iii) any actions taken by or losses of employees or (iv) any delaysor cancellations of orders for Products or services, (e) any reduction inthe price of the Product offered by the Product-Related Business in response tothe reduction in price of comparable products offered by a competitor orpotential competitor, (f) any change in accounting practices or policies ofSeller as required by GAAP, (g) any changes in Law, or (h) any circumstance,change or effect that results from any action taken pursuant to or inaccordance with the Agreement, the Ancillary Agreements or at the request ofPurchaser.

“**Milestone AccelerationEvent**” has the meaning provided in Section 1.7(f)(i).

“**Milestone Allocation**”has the meaning provided in Section 1.9(c) of the Agreement.

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“**Milestone Notice**”has the meaning provided in Section 1.7(a) of the Agreement.

“**Milestone Payments**”has the meaning provided in Section 1.6(d)(iii) of the Agreement.

“**Milestones**” hasthe meaning provided in Section 1.6(d)(iii) of the Agreement.

“**Names**” means “MedImmune,Inc.” and variations and derivatives thereof and any other logos or trademarks,trade names or service marks of Seller or its Affiliates other than “CytoGam”and any variations and derivations thereof, including but not limited to theProduct Trademarks.

**“Net Sales”** meansthe sum of all gross amounts invoiced by Purchaser and its Affiliates to thirdparties (including sublicensees) for the sale of Product to such third parties,*less* (in each case, with respect to suchgross amounts invoiced) amounts included for the following:

(a)         the following credits, commissions,refunds, rebates, chargebacks, retroactive price adjustments, or credits to theextent actually taken as reductions to gross amounts received during suchperiod in accordance with generally accepted accounting principles in theUnited States of America, consistently applied (GAAP), which effectively reducethe net selling price to third parties (but only to the extent not alreadydeducted from the invoice) for:

(1)           any discounts or allowances customary in the trade including, but notlimited to, trade discounts, cash discounts, quantity discounts, volumediscounts, fees paid to group purchasing organizations or managed care entitiesor prompt payment discounts;

(2)           any chargebacks or rebates including, but not limited to, cash,governmental and managed care rebates and hospital or other buying groupchargebacks; and

(3)           any amounts repaid or credited to such third parties for returned,rejected, recalled or damaged Product;

(b)        the cost of shipping the Product fromPurchaser to the third party, including, but not limited to shipping-relatedfreight and insurance costs, in all cases to the extent such costs are includedin the gross amount invoiced for sales of a Product;

(c)         Taxes, other than income taxes,specifically associated with the sale of a Product including, but not limitedto, sales, excise, turnover, inventory, value-added and similar taxes alongwith duties or other governmental tariffs assessed on the sale of a Product;

(d)        any free goods or samples; and

(e)         reasonable allowances for doubtfulaccounts, as recorded in accordance with GAAP and only to the extent nototherwise deducted pursuant to any of the deductions permitted under subsection(a) above.

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“**NOC**” means theNotice of Compliance for the Product described in Schedule 1.2(a)(ii) tothe Agreement including any amendments or supplements thereto, reports,correspondence and other submissions related thereto and the regulatory andclinical files and data pertaining to the foregoing in the possession orcontrol of Seller or its Affiliates as of the Effective Time, including any andall information, data, know-how, formulations, assays, good will orintellectual computing contained in the NOC.

“**Ordinary Course of Business**” means ordinarycourse of business consistent with past practices.

“**Parent Guaranty**”means that certain Guaranty made by Purchaser Parent in favor of Seller in theform attached hereto as Exhibit G, pursuant to which Purchaser Parentguaranties the full and punctual payment when due of all financial andindemnity obligations of Purchaser under this Agreement including, withoutlimitation, the obligation to make the Milestone Payments when due, as providedtherein.

“**Parties**” meansthe Seller and the Purchaser.

 “**Permitted Liens**” means, collectively (a) Liens andEncumbrances for taxes or assessments that are not delinquent or are beingcontested in good faith by appropriate proceedings and for which Seller hasestablished adequate reserves, (b) statutory mechanics, warehousemen’s,materialmens, contractors, workmen’s, repairmen’s and carriers liens, and othersimilar Liens and Encumbrances arising in the ordinary course for obligationsthat are not delinquent, and (c) the rights, if any, of third parties,appearing in product advertisements for the Product being transferred as partof the Acquired Assets; in each case, only where such liens do not materiallyimpair the current use or the value of the assets subject to such liens.

“**Person**” meansany individual, group, corporation, partnership, trust or other organization orentity (including any Governmental Entity).

“**Pre-Effective Time TaxPeriod**” means all taxable periods ending on or before the EffectiveTime and the portion ending on the Effective Time of any taxable period thatincludes (but does not end on) the Effective Time.

“**Proceeding**” hasthe meaning provided in Section 2.8(a) of the Agreement.

“**Product**” has the meaning provided in the Recitals of theAgreement.

“**Product Copyrights**” means those copyrights owned by Seller inworks of authorship solely and exclusively related to the Product-RelatedBusiness.

“**Product Documentation**”means those items describe on Schedule 1.2(a)(iii).

“**Product Domain Names**”means the domain name “CYTOGAM.com” and other “CYTOGAM” domain names involvingother domains or registrars, and all goodwill associated therewith.

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“**Product IntellectualProperty**” means (i) the Product Trademarks, (ii) the Logos, (iii)the Product Patent Rights, (iv) the Product Copyrights, (v) the ProductKnow-How, (vi) the Product Trade Dress and (vii) the Product Domain Names.

“**Product Know-How**”means as owned or licensed by Seller and exclusively related to the Product andProduct-Related Business, the research and development information, validationmethods and procedures, unpatented inventions, know-how, trade secrets,technical or other data or information, or other materials, methods,procedures, processes, materials, developments or technology, including allbiological, chemical, clinical, manufacturing, marketing, sales and/or otherinformation or data, other than such know-how which is or becomes the subjectof a Product Patent Right.

“**Product Patent Rights**”means those United States and international patents, patent applications andstatutory invention registrations specifically described in Schedule1.2(a)(i) to the Agreement or otherwise solely related to the Product,which, for the purpose of this Agreement, will be deemed to include any currentor future reissues, divisions, continuations, continuations-in-part,examinations and reexaminations thereof, and including any counterparts or equivalentsof any of the foregoing in any country of the world in which such counterpartsor equivalents exist.

“**Product Percentage**” has the meaning provided in Section1.7(b)(i) of the Agreement.

“**Product Records**”means to the extent permitted by Law, all books and records relating primarilyor exclusively to the Product, including copies of all material customer andsupplier lists, account lists, call data, sales history, call notes, marketingstudies, consultant reports, physician databases, and correspondence (excludinginvoices) with respect to the Product or the Product-Related Business to theextent maintained by Seller, and all complaint files and adverse event fileswith respect to the Product, *provided, however,*that (a) in each case, Seller may exclude any intellectual propertycontained therein that is not used primarily in connection with the Product,which excluded intellectual property shall continue to be owned by Seller, (b)Seller may retain: (i) a copy of any such books and records to the extentnecessary for Tax, accounting, litigation or other valid business purposes,(ii) a copy of any such books and records to the extent such books and recordsrelate primarily but not exclusively to the Product or Product-RelatedBusiness, (iii) all books, documents, records and files (A) prepared inconnection with or relating to the Acquisition, including bids received fromother parties and strategic, financial or Tax analyses relating to thedivestiture of the Acquired Assets, the Assumed Liabilities, the Product andthe Product-Related Business, or (B) maintained by Seller and/or itsRepresentatives, agents or licensees in connection with their respective Tax,legal, regulatory or reporting requirements, and (iii) any attorney workproduct, attorney-client communications and other items protected by privilegeshall be excluded, and (c) Seller shall be entitled to redact from anysuch books and records any information that does not relate exclusively to theProduct or Product-Related Business.

“**Product Trade Dress**”means the trade dress, package designs, product inserts, labels, logos andassociated artwork owned by, licensed to or otherwise held by Seller and usedexclusively in connection with the Product or the packaging therefor and allgoodwill associated therewith, but specifically excluding any Seller trademarksother than the Product Trademarks.

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“**Product Trademarks**”means the United States and international trademarks used to identify orpromote the Product and the Product-Related Business, including allregistrations for the Product described on Schedule 1.2(a)(i), and allother statutory, common law or other trademark rights existing throughout theworld to CYTOGAM and any other trademarks, tag lines or promotional phrasesexclusively used to identify or promote the Product, and all amendmentsthereto, and all goodwill associated therewith.

“**Product-Related Business**” means Seller’s rights in the Productand the Distribution thereof.

“**Purchase****Deposit**” has the meaning provided in Section 1.5(a)of the Agreement.

“**Purchase Price**” has the meaning provided in Section1.6 of the Agreement.

“**Purchaser**” hasthe meaning provided in the Preamble of the Agreement.

“**Purchaser Indemnitees**” has the meaning provided in Section8.2(a) of the Agreement.

“**Purchaser Lot**”has the meaning provided in Section 1.3(a)(i) of the Agreement.

“**Purchaser Parent**”means CSL Limited, an Australian Capital Territory corporation, the ultimateparent company of Purchaser.

“**Quarterly Sales Report**”has the meaning provided in Section 1.7(a)(ii) of the Agreement.

“**Related Instruments**”means the Assumption Agreement and Trademark Assignment Agreement.

“**Representatives**”means, with respect to any Person, the directors, officers, managers,employees, independent contractors, agents or consultants of such Person.

“**Required Consents**”means those consents to assignment of certain of the Assigned Contracts, aslisted on Schedule 6.4.

“**Retained Information**”means any and all books and records prepared and maintained by Seller or itsAffiliates in connection with the Acquired Assets, including all regulatoryfiles (including correspondence with regulatory authorities), research data,marketing data, laboratory books, batch records, Product complaint records andstability studies, that do not relate exclusively to the Acquired Assets,provided, however, that to the extent any such information relates to bothAcquired Assets and Excluded Assets, each party shall have appropriate rightsthereto.

“**Revised Allocation**”has the meaning provided in Section 1.9(b) of the Agreement.

“**Sales Records**”has the meaning provided in Section 1.7(d)(i) of the Agreement.

“**Second Milestone**”has the meaning provided in Section 1.6(d)(ii) of the Agreement.

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“**Second****Milestone Payment**” has the meaning provided in Section 1.6(d)(ii)of the Agreement.

“**Seller**” has themeaning provided in the Preamble of the Agreement.

“**Seller Indemnitees**” has the meaning provided in Section8.3 of the Agreement.

“**Seller Lot**” hasthe meaning provided in Section 1.3(a)(i) of the Agreement.

“**Statement of InventoryValue**” has the meaning provided in Section 1.8(a)(i) of theAgreement.

“**Straddle Period**”has the meaning provided in Section 1.3(b)(vi) of the Agreement.

“**Sublicense Revenue**”means all amounts paid to Purchaser and its Affiliates as a result of a grantof rights, or any other arrangement to market, sell or otherwise distribute theProducts, including, without limitation, license fees, milestone payments,premiums on equity, premiums on payment for research and development, androyalties, but excluding amounts paid on account of purchases of Product ifsuch purchase is for resale.

“**Taxes**”, or “**Tax**” in the singular form, means any and all taxes, leviesor other like assessments, including, but not limited to, income, transfer,gains, gross receipts, excise, inventory, property (real, personal orintangible), custom duty, sales, use, license, withholding, payroll,employment, capital stock and franchise taxes, imposed by the United States, orany state, local or foreign government or subdivision or agency thereof,including any interest or penalties with respect to such taxes.

“**Tax Return**”means any report, return or other information filed with any taxing authoritywith respect to Taxes imposed upon or attributable to the operations of the AcquiredAssets.

“**Termination Date**”has the meaning provided in Section 9.1(d) of the Agreement.

“**Third Milestone**”has the meaning provided in Section 1.6(d)(iii) of the Agreement.

“**Third****Milestone Payment**” has the meaning provided in Section1.6(d)(iii) of the Agreement.

“**Third Party**”means a Person who or which is neither a Party nor an Affiliate of a Party.

“**Third Party Claim**”has the meaning provided in Section 8.6(a) of the Agreement.

“**Trademark AssignmentAgreement**” means the Assignment of All Rights in CytomegalovirusImmune Globulin Intellectual Property to be dated as of the Closing by andbetween the Seller and the Purchaser substantially in the form attached heretoas Exhibit C.

“**Transition ServicesAgreement**” means that certain Transition Services Agreement to beentered into as of the Closing by Seller and Purchaser, substantially in theform attached hereto as Exhibit E.

 

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