Exhibit 10.39
  [*          *]
    
    Portions of the this exhibit have been omitted pursuant to a
    request for confidential treatment pursuant to
Rule 24b-2
    under the Securities Exchange Act of 1934, as amended.  PRODUCTS
    PURCHASE AGREEMENT
  Agreement Effective
    Date Rockwell DaVita Article XVIII
  RECITALS
  Exhibit A Product Products
  and/or DaVita Facility DaVita Facilities
      ARTICLE I
  PURCHASE
    AND SALE OF PRODUCTS AND REPORTS
  Sale and Purchase Section 2.2 and/or
  Product Commitment




---



##### 



Monthly Reports year-to-date
  Notice of Changes to Product
    Labeling and/or and/or Product Labeling Event and/or and/or Product Label Change Notice
   ARTICLE II
  TERM AND
    TERMINATION
  Term Initial
    Term Article II
  Renewal Term
  DaVita Termination
    Rights
  Articles VI IX
  Articles VI IX
  Bankruptcy Filing
 2




---



##### 



Insolvency
    Event
  § 1320a-7b(f).
  Rockwell Termination
    Rights
  Article IX
  Article IX Section 17.1
    
    Section 17.1
  § 1320a-7b(f).
  Effect of
    Termination
  ARTICLE III
  PURCHASE
    PRICE AND OTHER PRICING COVENANTS
  Purchase Price Exhibit A Purchase Price
 3




---



##### 





and/or









Taxes


















Warrant Exhibit E Warrant Warrant Shares Section 2.4


4



---



##### 



ARTICLE IV
  PURCHASE
    ORDERS; DELIVERY; DEDICATED CUSTOMER SERVICE
    REPRESENTATIVE
  Purchase Orders and
    Delivery and/or
  Dedicated Customer Service
    Representatives Service Representative and/or Customer Services
  Return Goods Policy Exhibit D Return Goods Policy   Section 4.3
  ARTICLE V
  PAYMENT
    TERMS
   5




---



##### 



ARTICLE VI
  FAILURE
    TO SUPPLY
  Failure to Supply
    Event
  ARTICLE VII
  [*          *]
   6




---



##### 



ARTICLE VIII
  ADDITIONAL
    PRODUCTS AND REPLACEMENT PRODUCTS
  Additional
    Products and/or Additional
    Products Additional
    Product
 provided that Section 8.1 Prior
    Agreement Section 8.1
  Replacement Products Replacement Product
  ARTICLE IX
  CONFIDENTIAL
    INFORMATION COVENANTS
  Confidential Information
  No Disclosure of Confidential
    Information Article XVIII Article XVIII
 7




---



##### 



Retention and Destruction of Confidential
    Information
   Exceptions to Confidential
    Information
  Use of Trademarks and Other Intellectual
    Property
  Disclosures of Confidential Information Required
    By Law
 8




---



##### 



Employees, Agents, Representatives,
    Etc Section 9.1 Section 9.1
  Enforcement Article IX Article IX and/or Article IX
  ARTICLE X
  REPRESENTATIONS
    AND WARRANTIES OF ROCKWELL
    Standing and
    Authority
  Execution; Delivery; Binding
    Effect
 No Conflicts
  Title Liens
 9




---



##### 



and/or
  Licenses, Permits, and Compliance with
    Laws
  Products
   Expired Product
   Health Care
    Programs (i) HHS/OIG § 1320a-7b(f).
  Article X
 10




---



##### 



ARTICLE XI
  REPRESENTATIONS
    AND WARRANTIES OF DAVITA
    Standing and
    Authority
 Execution; Delivery; Binding
    Effect
  No Conflicts
  Compliance with Laws
  Health Care Programs § 1320a-7b(f).
  ARTICLE XII
  INDEMNIFICATION
    AND INSURANCE
  Indemnification of
    DaVita DaVita Indemnitees and/or Losses
 11




---



##### 



Indemnification of
    Rockwell Rockwell
    Indemnitees
   Indemnification Procedure for Third Party
    Claims Article XII Indemnified
    Party Third Party Claim Article XII Indemnifying
    Party Defense Notice Defense Counsel provided however
 Section 12 Article XII
 12




---



##### 



Section 12.3
  Indemnification Procedure for Direct
    Claims. Direct
    Claim Direct
    Indemnification Notice Article XII Section 12.4
  
  13




---



##### 



ARTICLE XIII
  RECALL
  Recall
  ARTICLE XIV
  OPEN
    RECORDS AND DISCOUNTS
  Open Records
 14




---



##### 



Section 14.1
  Discounts and/or and/or § 1320a-7b(b)(3)(A). and/or and/or and/or and/or and/or and/or and/or and/or and/or and/or and/or and/or and/or and/or and/or and/or and/or and/or Section 14.2
  ARTICLE XV
  ACCESS
    AND POLICIES AND PROCEDURES
  Policies
    and Procedures http://www.davita.com/about/company/?id=3902
 15




---



##### 



ARTICLE XVI
  AUDIT
  Objection Notice Firm
  ARTICLE XVII
  ADDITIONAL
    ACKNOWLEDGEMENTS AND AGREEMENTS OF THE PARTIES
  
  Business Model
    Change
 16




---



##### 



Mixer
    Training ®
   
  ARTICLE XVIII
  CERTAIN
    DEFINED TERMS
    Affiliate
  Business Day
  Commercially Available and/or
  Confidential Information and/or Disclosing
    Party and/or Non-Disclosing Partys
 17




---



##### 



FDA
  FFDCA
  Governmental Authority
  Person
  Sale of DaVita
  Sale of Rockwell
  Transfer Transferred Transfer
 ARTICLE XIX
  MISCELLANEOUS
  Entire Agreement;
    Amendments
 18




---



##### 



Notices
  To Rockwell:

Rockwell Medical Technologies, Inc.
    30142 Wixom Road
    Wixom, Michigan 48383
    Attention: Chief Executive OfficerTo DaVita:

DaVita Inc.
    15253 Bake Parkway
    Irvine, California 92618
    Attention: Vice-President of PurchasingWith a copy to:

DaVita Inc.
    601 Hawaii Street
    El Segundo, California 90245
    Attention: General Counsel   provided that
  Choice of Law
  WAIVER OF JURY TRIAL.  EACH OF
    THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT
    TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION IN ANY LEGAL
    PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE
    TRANSACTIONS OR EVENTS CONTEMPLATED HEREBY OR ANY COURSE OF
    CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN)
    OR ACTIONS OF ANY PARTY HERETO. THE PARTIES HERETO EACH AGREE
    THAT ANY AND ALL SUCH CLAIMS AND CAUSES OF ACTION SHALL BE TRIED
    BY THE COURT WITHOUT A JURY. EACH OF THE PARTIES HERETO FURTHER
    WAIVES ANY RIGHT TO SEEK TO CONSOLIDATE ANY SUCH LEGAL
    PROCEEDING IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER
    LEGAL PROCEEDINGS IN WHICH A JURY TRIAL CANNOT OR HAS NOT BEEN
    WAIVED.
 19




---



##### 



Attorneys Fees
  Non-Limitation of Rights and
    Remedies
  Waiver
  Severability
  Conflicts
  Assignment and
    Transfer provided however that
  Relationship of the
    Parties
  Counterparts; Facsimile/PDF
    Signatures
 20




---



##### 



Headings and
    Interpretation
  Joint Preparation
  Time of
    Essence
  Survival Article XIX Articles II VI IX X XI XII XIII
  Business Day
  Public Announcements
  [SIGNATURE
    PAGE FOLLOWS]
 21




---



##### 



ROCKWELL:

DAVITA:ROCKWELL MEDICAL TECHNOLOGIES, INC.

DAVITA INC.By: /s/  Rob
    Chioini

By: /s/  LeAnn
    ZumwaltPrint Name:  Rob Chioini

Print Name:  LeAnn ZumwaltTitle:  CEO

Title:  VPTime of Signature:  2/16/11 3:40 p.m.

Time of Signature:  2/16/11Approved as to form:DAVITA INC.By: /s/  Jon
    KwellerPrint Name:  Jon KwellerTitle:  Deputy General Counsel   [SIGNATURE
    PAGE TO PRODUCTS PURCHASE AGREEMENT]




---



##### 



EXHIBIT A
  PRODUCTS
    AND PURCHASE PRICE
   A-1




---



##### 



EXHIBIT A; 2011
  Price
    Quote Standard Formulas
  CATALOG #

DESCRIPTION

PACKAGING

UNIT

PRICE[**]   NOTE:
 [*          
          
          
          
          
          
          
          
          *]
  [*          
          
          
          
          
          
          
          *]
   o o (248) 960-9009 o (248) 960-9119 o (800) 449-3353
 A-2




---



##### 



EXHIBIT B
  [*          *]
   B-1




---



##### 



EXHIBIT B; 2011
  Exhibit A
         o o (248) 960-9009 o (248) 960-9119 o (800) 449-3353
 B-2




---



##### 



EXHIBIT C
  DAVITA
    SHIPPING AND ORDER REQUIREMENTS
   C-1




---



##### 



EXHIBIT C;
    2011
 DAVITA
    SHIPPING & ORDERING GUIDELINES
  ® ® ® ® ®
              NOTE:
       o o (248) 960-9009 o (248) 960-9119 o (800) 449-3353
 C-2




---



##### 



EXHIBIT D
  RETURN
    GOODS POLICY
   D-1




---



##### 



EXHIBIT E
  WARRANT
   E-1




---



##### 



THIS STOCK PURCHASE WARRANT HAS NOT BEEN REGISTERED UNDER THE
    SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
    LAWS. IT MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE
    OF REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
    AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF
    COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS
    NOT REQUIRED. THIS WARRANT IS ALSO SUBJECT TO THE RESTRICTIONS
    ON TRANSFER SET FORTH IN SECTION 5 HEREOF.




WARRANT TO
    PURCHASE SHARES
    OF COMMON STOCK, NO PAR VALUE, OF
    ROCKWELL MEDICAL TECHNOLOGIES, INC.
















|   |                        
|-- | -----------------------
|1. | EXERCISE
    OF WARRANT





E-2



---



##### 



































|   |            
|-- | -----------
|2. | ADJUSTMENTS









3



---



##### 























|   |                     
|-- | --------------------
|3. | FULLY
    PAID STOCK







|   |                            
|-- | ---------------------------
|4. | LOST OR
    STOLEN WARRANTS





4



---



##### 







|   |           
|-- | ----------
|5. | ASSIGNMENT







|   |                       
|-- | ----------------------
|6. | SECURITIES
    MATTERS









5



---



##### 















|   |                             
|-- | ----------------------------
|7. | NO RIGHTS
    AS SHAREHOLDER







|   |              
|-- | -------------
|8. | MISCELLANEOUS

















6



---



##### 









7



---



##### 











| |     | 
| | --- | 
| | By: | 



| |      | 
| | ---- | 
| | Its: | 



8



---



##### 



NOTICE OF
    EXERCISE


































| |              |                                                                       
| | ------------ | ----------------------------------------------------------------------
| | /          / | cashless exercise method described in Section 1(b) of the
    Warrant.









­
    ­






­
    ­










­
    ­










| |     | 
| | --- | 
| | By: | 





| |      | 
| | ---- | 
| | Its: | 





| |        | 
| | ------ | 
| | Dated: | 



9