Exhibit
10.14.4


 


THIRD AMENDMENT TO ASSET PURCHASE AGREEMENT


 


THIS THIRD AMENDMENT TO ASSET PURCHASE
AGREEMENT (this “Amendment”) is entered into
and effective as of December 3, 2007 by and among IBR-BYR L.L.C., a Louisiana
limited liability company (“IBR BYR”), International BioResources,
L.L.C., a Louisiana limited liability company (the “Parent”), IBR Plasma
Centers, L.L.C., a Louisiana limited liability company (“IBR PC” and,
collectively with IBR BYR and the Parent, the “Acquired Asset Entities”),
Talecris Biotherapeutics Holdings Corp., a Delaware corporation (“Holdings”),
and Talecris Plasma Resources, Inc., a Delaware corporation (the “Buyer”).
The Buyer, Holdings and the Acquired Asset Entities sometimes are referred to
collectively herein as the “Parties.”


 


WHEREAS, the Buyer, Holdings and the Acquired Asset Entities are
parties to that certain Asset Purchase Agreement dated October 31, 2006, as
amended by the First Amendment to Asset Purchase Agreement dated November 18,
2006 and the Second Amendment to Asset Purchase Agreement dated June 9, 2007
(as so amended, the “Agreement”), pursuant to which, subject to the
terms and conditions of the Agreement, the Buyer agreed to purchase the
Acquired Assets and assume the Assumed Liabilities from the Acquired Asset
Entities and the Acquired Asset Entities agreed to sell the Acquired Assets and
transfer the Assumed Liabilities to the Buyer; and


 


WHEREAS, the Parties wish to amend the Agreement with respect to the
matters set forth herein.


 


NOW, THEREFORE, in consideration of the terms and conditions, premises
and the other mutual covenants contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties hereto, intending to be legally bound, hereby agree as follows:


 


1.          Definitions.
All capitalized terms used but not otherwise defined herein shall have the
meanings given such terms in the Agreement.


 


2.          Amendment
to Section 8(f). Section 8(f) of the Agreement is hereby amended by
adding the following Section 8(f)(iv) at the end of Section 8(f):


 


(iv)          Notwithstanding
anything in this Section 8 to the contrary, no Party shall be entitled
to assert any indemnification claim or recover indemnification with respect to
any Adverse Consequences under this Agreement, except with respect to any and
all Third Party Claims pursuant to Section 8(d) of this Agreement.


 


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


 


4.          Effectiveness;
Incorporation. This Amendment shall be effective upon execution by the
Parties. This Amendment shall amend, and is incorporated into and made part of,
the 


 

















 


Agreement. All references to “this Agreement”
contained in the Agreement or otherwise to the Agreement shall be deemed, for
all purposes, to mean the Agreement, as amended hereby. To the extent that any
term or provision of this Amendment is or may be deemed expressly inconsistent
with any term or provision in the Agreement, the terms and provisions hereof
shall control. Except as expressly amended by this Amendment, all of the terms,
conditions and provisions of the Agreement are hereby ratified and continue
unchanged and remain in full force and effect.


 


5.          Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.


 


[Remainder of this page
intentionally left blank]


 


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IN WITNESS
WHEREOF, the Parties hereto have executed this Amendment on the date first
above written.




 




	
  TALECRIS
  BIOTHERAPEUTICS HOLDINGS CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ LAWRENCE
  D. STERN

  	
   

  	
   

  
	
  Name:

  	
  Lawrence D.
  Stern

  
	
  Title:

  	
  Chairman and
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  TALECRIS
  PLASMA RESOURCES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ LAWRENCE
  D. STERN

  	
   

  	
   

  
	
  Name:

  	
  Lawrence D.
  Stern

  
	
  Title:

  	
  Chairman and
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  IBR-BYR
  L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ BENJAMIN
  B. BLANCHET

  	
   

  	
   

  
	
  Name:

  	
  Benjamin B.
  Blanchet

  
	
  Title:

  	
  Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  IBR PLASMA CENTERS,
  L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ BENJAMIN
  B. BLANCHET

  	
   

  	
   

  
	
  Name:

  	
  Benjamin B.
  Blanchet

  
	
  Title:

  	
  Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  INTERNATIONAL
  BIORESOURCES, L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ BENJAMIN
  B. BLANCHET

  	
   

  	
   

  
	
  Name:

  	
  Benjamin B.
  Blanchet

  
	
  Title:

  	
  Chief
  Executive Officer