exv4w6









Exhibit 4.6




EXECUTION VERSION




Joinder Agreement





     REGISTRATION RIGHTS AGREEMENT JOINDER (this “Joinder
Agreement”) dated as of June 1, 2011, among GRIFOLS INC., a Virginia corporation (the
“Company”), GRIFOLS, S.A., a company organized under the laws of the Kingdom of Spain
(“Parent”) and the subsidiaries of Parent set forth on the signature pages hereto (the
“Subsidiary Guarantors” and together with Parent, the “Guarantors”).



     WHEREAS, Giant Funding Corp. and Deutsche Bank Securities Inc., as representative of the
Initial Purchasers named on Schedule 1 of the Purchase Agreement (the “Initial
Purchasers”), heretofore executed and delivered a Registration Rights Agreement
(“Registration Rights Agreement”), dated January 21, 2011, providing for the registration
and exchange of the Securities (as defined therein); and



     WHEREAS, the Company, and each of the Guarantors, which was originally not a party thereto,
has agreed to join in the Registration Rights Agreement on the Completion Date.



     Capitalized terms used herein and not otherwise defined herein shall have the meanings
ascribed to such terms in the Registration Rights Agreement.



     NOW, THEREFORE, the Company and each Guarantor hereby agrees for the benefit of the
Initial Purchasers, as follows:



     1. Joinder. Each of the undersigned signatory parties hereby acknowledges that it has
received and reviewed a copy of the Registration Rights Agreement and all other documents it deems
fit to enter into this Joinder Agreement, and acknowledges and agrees to (i) join and become a
party to the Registration Rights Agreement as indicated by its signature below; (ii) be bound by
all covenants, agreements, representations, warranties, indemnities and acknowledgments
attributable to the Guarantors and/or the Company, as applicable, to such signatory party in the
Registration Rights Agreement as if made by, and with respect to, such signatory party; and
(iii) perform all obligations and duties required and be entitled to all the benefits of the
Guarantors or the Company, as applicable, and of such signatory party pursuant to the Registration
Rights Agreement.



     2. Representations and Warranties and Agreements of the Company and the
Subsidiary Guarantors. Each of the undersigned hereby represents and warrants to and
agrees with the Initial Purchasers that it has all the requisite corporate or limited liability
company power and authority, as the case may be, to execute, deliver and perform its obligations
under this Joinder Agreement and to consummate the transaction contemplated hereby and that when
this Joinder Agreement is executed and delivered, it will constitute a valid and legally binding
agreement enforceable against each of the undersigned in accordance with its terms.



     3. Counterparts. This Joinder Agreement may be signed in one or more counterparts
(which may be delivered in original form or via facsimile), each of which



 









 




shall constitute an original when so executed and all of which together shall constitute one and
the same agreement.




     4. Amendments. No amendment or waiver of any provision of this Joinder
Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective
unless the same shall be in writing and signed by all of the parties to the Registration Rights
Agreement.



     5. Headings. The section headings used herein are for convenience only and shall not
affect the construction hereof.



     6. Applicable Law. This Joinder Agreement, and any claims, controversy or dispute
arising under or related to this Joinder Agreement, shall be governed by and construed in
accordance with the laws of the State of New York.




 











 





     IN WITNESS WHEREOF, the undersigned has
executed this agreement as of the date first written
above.



	 	 	 	 	 
	 	GRIFOLS INC.

 	 
	 	By:  	/s/ David Bell
 	 
	 	 	Name:  	David Bell 	 
	 	 	Title:  	Vice President 	 
	 
	 	GRIFOLS, SA

 	 
	 	By:  	/s/ Victor Grifols
 	 
	 	 	Name:  	Victor Grifols 	 
	 	 	Title:  	Chairman and CEO 	 
	 
	 	INSTITUTO GRIFOLS, S.A.

 	 
	 	By:  	/s/ Victor Grifols
 	 
	 	 	Name:  	Victor Grifols 	 
	 	 	Title:  	President and CEO 	 
	 
	 	GRIFOLS BIOLOGICALS INC.

 	 
	 	By:  	/s/ David Bell
 	 
	 	 	Name:  	David Bell 	 
	 	 	Title:  	Vice President 	 
	 
	 	BIOMAT USA INC.

 	 
	 	By:  	/s/ David Bell
 	 
	 	 	Name:  	David Bell 	 
	 	 	Title:  	Chairman 	 
	 
	 	MOVACO, S.A.

 	 
	 	By:  	/s/ Victor Grifols
 	 
	 	 	Name:  	Victor Grifols 	 
	 	 	Title:  	Joint and Several Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GRIFOLS ITALIA, S.P.A.

 	 
	 	By:  	/s/ Victor Grifols
 	 
	 	 	Name:  	Victor Grifols 	 
	 	 	Title:  	Attorney-in-Fact 	 
	 
	 	LABORATORIOS GRIFOLS, S.A.

 	 
	 	By:  	/s/ Victor Grifols
 	 
	 	 	Name:  	Victor Grifols 	 
	 	 	Title:  	Joint and Several Director 	 
	 
	 	GRIFOLS DEUTSCHELAND GMBH

 	 
	 	By:  	/s/ Ramon Riera
 	 
	 	 	Name:  	Ramon Riera 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	/s/ Diego Nuñez
 	 
	 	 	Name:  	Diego Nuñez	 
	 	 	Title:  	Managing Director 	 
	 
	 	DIAGNOSTIC GRIFOLS, S.A.

 	 
	 	By:  	/s/ Victor Grifols
 	 
	 	 	Name:  	Victor Grifols 	 
	 	 	Title:  	Joint and Several Director 	 
	 
	 	TALECRIS BIOTHERAPEUTICS INC.

 	 
	 	By:  	/s/ David Bell
 	 
	 	 	Name:  	David Bell 	 
	 	 	Title:  	Vice President 	 
	 
	 	TALECRIS PLASMA RESOURCES INC.

 	 
	 	By:  	/s/ David Bell
 	 
	 	 	Name:  	David Bell 	 
	 	 	Title:  	Vice President