Exhibit 10.16.2


 





 


	
  September
  15, 2006

  	
   

  	
   

  
	
   

  	
   

  	
  P.O.
  Box 110526

  
	
   

  	
   

  	
  4101
  Research Commons

  
	
   

  	
   

  	
  79
  TW Alexander Drive

  
	
   

  	
   

  	
  Research
  Triangle Park

  
	
  Mr.
  Paul R. Berry

  	
   

  	
  North
  Carolina 27709

  
	
  Senior
  Vice President, General Counsel and Secretary

  	
   

  	
   

  
	
  Bayer
  HealthCare LLC

  	
   

  	
  Tel
  919.316.6300

  
	
  400
  Morgan Lane

  	
   

  	
  Fax
  919.316.6669

  
	
  West
  Haven, CT 06516

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


Dear
Mr. Berry:


 


We
are sending this letter to confirm the agreement of Talecris Biotherapeutics
Holdings Corp. (the “Purchaser” or the “Company”) to purchase One Million (1,000,000)
shares (the “Shares”) of the common stock, par value $0.01 per share, of the
Company (the “Common Stock”) from Bayer HealthCare LLC (“Bayer”) for a purchase
price (the “Purchase Price”) of Twenty Three Million, Five Hundred Thousand
U.S. Dollars (US $23,500,000). We confirm that we are prepared to close this
purchase as soon as practicable, but no later than September 18, 2006, by
wire transfer of immediately available funds to an account designated by Bayer
against delivery by Bayer of Certificate Number 1 for such Shares that contains
a private placement legend, along with a duly executed stock power of attorney
for such Shares.


 


By
signing below, each of the Company, Talecris Holdings, LLC (“Talecris LLC”) and
Talecris Biotherapeutics, Inc. (“Talecris”), in its capacity as a party to
that certain Amended and Restated Joint Contribution Agreement by and among
Bayer, the Company, Talecris LLC and Talecris dated as of March 30, 2005
(the “Joint Contribution Agreement”), hereby agrees that the consummation of
the transaction contemplated hereunder shall not be deemed to be inconsistent
with or in violation of Bayer’s obligations set forth in Section 6.15 of
the Joint Contribution Agreement.


 


By
signing below, each of the Company and Talecris LLC, in its capacity as a party
to that certain Stockholders Agreement dated as of March 31, 2005, among
the Company, Talecris LLC and Bayer (the “Agreement”), confirms that it has
complied in all material respects with the Agreement, hereby waives Bayer’s
compliance with Sections 3.05 and 3.07 and any other applicable section of the
Agreement in connection with its sale of the Shares as set forth herein and
agrees that no Bayer Party (as defined in the Agreement) shall have any further
rights or obligations thereunder or interest therein upon the consummation of
the sale and purchase transaction.


 


Bayer
acknowledges that neither Talecris nor the Purchaser have made any
representations to Bayer about the value of the Shares, that Purchaser has the
right from and after April 1, 2007 to purchase the shares at the Call
Price set forth in the Agreement provided there has been no prior Qualified
Public Offering (as defined in the Agreement), that the value of the Shares
today may be different than the Purchase Price, and that the value of the
Shares may increase in the future. By signing below, Bayer further acknowledges
and confirms its awareness that the Company has explored and is continuing to
explore various potential transactions that could affect, positively or negatively,
the value of the Shares and the Call Price, including but not


 


www.talecris.com


 

















 


limited
to an initial public offering (which Talecris represents will not be completed
prior to December 31, 2006), a potential sale of Common Stock or of the
Company, the acquisition of another company or business, the declaration of one
or more dividends, and refinancings or additional borrowings and that it has
been given the opportunity to discuss and ask questions concerning these
matters. Bayer confirms its awareness that the status of such explorations is
fluid and its knowledge about such matters may not be complete. Bayer agrees
that Talecris has no obligation to make additional disclosures about such
matters to it. Talecris and the Purchaser represent and warrant that they have
complied in all material respects with their disclosure and other obligations
under the Federal Securities Laws to the extent applicable in connection with
Purchasers purchase of the Shares. In reliance upon such representation and warranty,
Bayer knowingly waives any claim based upon any change in the value of the
Shares that results from any such transaction and further waives any claim that
it might have with respect to distributions and dividends on, or repurchases
of, Common Stock from and after the purchase of the Shares.


 


By
signing below, Bayer agrees to sell the Shares as hereinabove provided and
represents and warrants to the Purchaser that Bayer is the sole record and
beneficial owner of such Shares and such Shares are not subject to any liens or
encumbrances.


 


By
signing below, the Purchaser confirms that it understands that the Shares have
not been registered under the Securities Act of 1933, as amended (the “Securities
Act”) or applicable state securities laws and may not be sold, pledged or
otherwise transferred without an effective registration statement with respect
thereto under the Securities Act or pursuant to an exemption from the
registration requirements of the Securities Act and compliance with any
applicable state securities laws.


 


Each
of the Purchaser, Bayer, Talecris LLC and Talecris confirms that it has caused
this letter agreement to be duly executed by its authorized signatory thereunto
duly authorized on the dates indicated. Please have four original copies of this
letter executed on behalf of Bayer, and return three of those originals to the
Company, in care of John Gaither, Esq. Executive Vice President, General
Counsel and Corporate Secretary.


 


 


	
   

  	
  TALECRIS
  BIOTHERAPEUTICS HOLDINGS CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Lawrence D. Stern

  
	
   

  	
  Name:

  	
  Lawrence
  D. Stern

  
	
   

  	
  Title:

  	
  Executive
  Chairman

  



 


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  ACKNOWLEDGED
  AND AGREED:

  	
   

  	
   

  
	
  BAYER
  HEALTHCARE LLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Paul R. Berry

  	
   

  	
   

  
	
  Name:

  	
  PAUL
  R. BERRY

  	
   

  	
   

  
	
  Title:

  	
  Senior
  Vice President

  	
   

  	
   

  
	
   

  	
  General
  Counsel and Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TALECRIS
  HOLDINGS, LLC

  	
   

  	
  TALECRIS
  BIOTHERAPEUTICS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  W. Brett Ingersoll

  	
   

  	
  By:

  	
  /s/
  Lawrence D. Stern

  
	
  Name:

  	
  W.
  Brett Ingersoll

  	
   

  	
  Name:

  	
  Lawrence
  D. Stern

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
  Chairman

  



 


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