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Exhibit 99.3


BAXTER FINCO B.V.


OFFER TO EXCHANGE


4.750% Notes Due 2010


That Have Been Registered Under the Securities Act of 1933


For Any and All Outstanding


4.750% Notes Due 2010





Unconditionally and Irrevocably Guaranteed by





BAXTER INTERNATIONAL INC.





Pursuant to the Prospectus, Dated
[          ],
2006


To: Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees








| |                                                                                                                                                                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. Prospectus dated
    [          ],
    2006;                                                                                                                                                                                                                                                                                                                                                                
|
| | 2. The Letter of Transmittal for your use and for the
    information of your clients;                                                                                                                                                                                                                                                                                                                         
|
| | 3. A Notice of Guaranteed Delivery to be used to accept the
    Exchange Offer if the Outstanding Notes are not immediately
    available, or time will not permit the required documents to
    reach the Exchange Agent before the expiration date of the
    Exchange Offer, or the procedures for book-entry transfer cannot
    be completed on or prior to the expiration date of the Exchange
    Offer;
|
| | 4. A form of letter which may be sent to your clients for
    whose account you hold Outstanding Notes registered in your name
    or the name of your nominee, with space provided for obtaining
    such clients instructions with regard to the Exchange
    Offer; and                                                                                                                                    
|
| | 5. Guidelines for Certification of Taxpayer Identification
    Number on Substitute Form W-9.                                                                                                                                                                                                                                                                                                                  

YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL
EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
[          ],
2006 (THE EXPIRATION DATE), UNLESS EXTENDED BY THE
COMPANY. OUTSTANDING NOTES TENDERED PURSUANT TO THE EXCHANGE
OFFER MAY BE WITHDRAWN AT ANY TIME BEFORE THE EXPIRATION
DATE.








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| |                  
| | -----------------
| | Very truly yours,
|
| | Baxter Finco B.V.