Exhibit 10.3


 


September 27, 2005


 


Life Therapeutics, Ltd

P.O. Box 6126 Frenchs Forest

22 Rodborough Road

NSW 2086, Australia

Attention:  John Manusu & Hari
Nair


 


RE:                              Retirement
of Secured Promissory Note dated December 17, 2004 (the “Note”)


 


Dear Sirs:


 


This letter shall constitute our agreement with respect to the
retirement (the “Payoff”) of the Note, which we hereby agree shall occur
prior to 5:00 p.m., Atlanta, time, on the date hereof (the “Payoff Date”).  In exchange for (i) your proposed
payment of the outstanding principal amount of the Note, which we hereby agree
is US$6,800,000.00, prior to the stated maturity date and (ii) your
covenants as set forth below, we hereby agree to accept the amount of
US$6,000,000.00 in full satisfaction of the principal amount of the Note (the “Discounted
Principal Amount”).  Accordingly, on
the Payoff Date, you shall pay the amount (the “Payoff Sum”) set forth
below by wire transfer of immediately available funds:


 




	
  Amount with respect to outstanding

  	
   

  	
   

  	
   

  
	
  Principal Balance

  	
   

  	
  $

  	
  6,000,000.00

  	
   

  
	
  Interest due and payable

  	
   

  	
  $

  	
  57,334.00

  	
   

  
	
  Total

  	
   

  	
  $

  	
  6,057,334.00

  	
   

  






 


In addition, we agree that additional interest shall accrue and be
payable at the Short-Term Applicable Federal Rate for September 2005
(assuming quarterly compounding) (3.84%) for each day after the Payoff Date (in
the amount of $715.40) until we receive the Payoff Sum.  The Payoff Sum must be received, in
immediately available funds, by 5:00 P.M. (Eastern time) on the Payoff
Date in order for you to avoid an additional day’s interest.


 


Subject to the terms hereof,
on the Payoff Date,


•                  You shall deliver to us,


•                  the Payoff Sum, in
immediately available funds and;


•                  an executed counterpart of
the Mutual Limited Release substantially in the form attached hereto as Schedule 2
to this letter (the “Release”).


•                  We shall deliver to you,


•                  the original copy of the
Note marked “paid in full”;


•                  the UCC-3 Termination
Statements with respect to the financing statements described on Schedule 3
to this letter; and


•                  an executed counterpart of
the Release.


 





















 


In addition to the
foregoing, you covenant and agree as follows:


 


•                  You shall use your
commercially reasonable efforts to secure a termination of our guaranty of the
leases of the Charlotte, North Carolina, Columbia, South Carolina and
Pensacola, Florida donor centers as soon as reasonably practicable following
the Payoff Date and


•                  You shall grant to us a
license to certain technology, as more particularly described on Schedule 1
to this letter, on terms substantially as set forth on Schedule 1
to this letter and on such other terms and conditions as the parties may
mutually agree.


 


We agree to negotiate the
terms of the license agreement that are not set forth in Schedule 1 to
this letter with you in good faith with a view toward executing the license
agreement no later than October 15, 2005.


 


We acknowledge and agree that this letter supersedes and replaces in
its entirety the letter we executed on September 13, 2005, with respect to
the Payoff.


 


If the foregoing correctly sets forth your understanding of our
agreement, please so indicate by signing a counterpart of this letter in the
space provided below.  Please return you
signed counterpart to me at the address above.


 


	
  Sincerely,

  
	
   

  
	
  SEROLOGICALS CORPORATION

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Harold W. Ingalls

  	
   

  
	
   

  	
  Harold W. Ingalls

  
	
   

  	
  Vice President, Finance, Chief Financial Officer

  
	
   

  
	
   

  
	
  LIFE THERAPEUTICS, LTD

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Dr. Hari Nair

  	
   

  
	
   

  	
  Dr. Hari Nair

  
	
   

  	
  Managing Director/CEO

  
				



 


2





















 


Schedule 1 –License Terms


 


	
  Description of Licensed
  Technology:

  	
   

  	
  The patented technology relating
  to tangential flow membrane electrophoresis, including patent rights and
  patents that may from time to time issue with claims covering the Licensor’s
  patented Gradiflow Device or improvements thereto and other information
  relating to use of the Gradiflow Technology for the recovery of proteins and
  other charged molecules from solutions containing such molecules

  
	
   

  	
   

  	
   

  
	
  Fields of Use:

  	
   

  	
  “Bioprocessing Market”, meaning the production of cell culture
  products, such as sera, media and supplements, for use by biotechnology and
  pharmaceutical companies.

   

  “Blood Typing Market”,
  meaning the production of monoclonal antibodies to assure blood-type
  compatibility, for use by blood banks and hospital transfusion services.

   

  “Research Market”, meaning
  those individuals in laboratories of academic, government, industrial,
  clinical or other institutions engaged in the investigation of biological
  and/or biochemical processes, and/or research and development of biological
  and/or biochemical products, who determine for themselves that they are
  entitled to purchase and use Licensed Products or kits labeled “For Research
  Use Only - Not for any clinical, therapeutic or diagnostic use in Humans or
  Animals” or a reasonable equivalent.

  
	
   

  	
   

  	
   

  
	
  Scope of License:

  	
   

  	
  A worldwide
  non-exclusive, license (i) to
  use the Licensed Technology for internal business use related to cell culture
  separation and for experiments, developmental work and/or for tests requiring
  the recovery of molecules from solutions containing such molecules and (ii) to
  use the Licensed Technology to manufacture

  



 





















 


	
   

  	
   

  	
  products for sale within the
  Fields of Use.

  
	
   

  	
   

  	
   

  
	
  Term:

  	
   

  	
  Subject
  to early termination for breach, the later of: (a) ten years from the effective
  date and (b) upon the expiration of the last to expire valid claim
  within the Licensed Technology (if applicable).

  
	
   

  	
   

  	
   

  
	
  Royalty Rate:

  	
   

  	
  8% of net sales of products
  manufactured using the Licensed Technology. No royalty is payable with
  respect to the internal use of the Licensed Technology.

  



 


2





















 


Schedule 3 – Form of Release


 


MUTUAL LIMITED RELEASE AGREEMENT


 


THIS MUTUAL LIMITED RELEASE
AGREEMENT (this “Release”), dated as of September 27, 2005, by and
among (i) Life Therapeutics Limited (f/k/a Gradipore Limited), a
corporation organized under the laws of the Commonwealth of Australia (the “Company”);
Life Gels, Inc. (f/k/a Gradipore, Inc.), a Delaware
corporation (“LG”); Life Therapeutics, Inc. (f/k/a Life
Therapeutics Plasma Holdings, Inc. and Gradipore Plasma Holdings, Inc.),
a Delaware corporation (“LTI”); LifeSera, Inc., (f/k/a Serologicals
Specialty Biologics, Inc.), a Delaware corporation (“LifeSera”);
Life Therapeutics Nevada, Inc. (f/k/a Serologicals Nevada, Inc.), a Nevada corporation (“Nevada”); Life
Therapeutics Business Trust (f/k/a Serologicals Business Trust), a Nevada business trust (“LBT”); Life
Therapeutics Investments, LLC (f/k/a
Serologicals Investments, LLC), a Georgia limited liability company (“LLC”);
Life Therapeutics Management Partnership, LP (f/k/a Serologicals Management Partnership, LP), a Delaware
limited partnership (“LP”); and Allegheny Biologicals, Inc., a Pennsylvania corporation (“Allegheny”,
and together with the Company, LG, LTI, LifeSera, Nevada, LBT, LLC, and LP, collectively, the “Purchaser
Parties”), on the one hand, and (ii) Serologicals Corporation,
a Delaware corporation (the “Holder Parent”), and Serologicals Finance Company, a
Delaware corporation (“Holder” and together with the Holder Parent,
collectively, the “Holder Parties”), on the other hand.


 


WITNESSETH


 


WHEREAS, LG, the Company,
Holder and the Holder Parent previously entered into that certain Stock
Purchase Agreement dated as of December 19, 2003 as amended by that
certain First Amendment to the Stock Purchase Agreement, dated as of January 15,
2004 (the ”Stock Purchase Agreement”), pursuant to which LTI
purchased (the “Acquisition”) all of the issued and outstanding shares
of capital stock, $0.01 par value per share, of Serologicals Specialty
Biologics, Inc. (the “Common Stock”), from Holder;


 


WHEREAS, pursuant to Section 9.2
of the Stock Purchase Agreement, the Holder Parties, jointly and severally,
agreed to indemnify, protect, and hold harmless the Purchaser Indemnified
Parties (as defined in the Stock Purchase Agreement) from and against any
Purchaser Losses (as defined in the Stock Purchase Agreement);


 


WHEREAS, pursuant to Section 9.4
of the Stock Purchase Agreement, the Company and LG, jointly and severally,
agreed to indemnify, protect, and hold harmless the Holder Indemnified Parties
(as defined in the Stock Purchase Agreement) from and against any Holder Losses
(as defined in the Stock Purchase Agreement);


 


WHEREAS, as consideration for the Common Stock, the Holder received two
promissory notes, the first in the amount of One Million Five Hundred Thousand
Dollars (U.S. $1,500,000.00) (the “Short Term Old Note”) and the second
in the amount of Eleven Million


 





















 


Eight Hundred Three Thousand
Eight Hundred Sixty-Seven Dollars (U.S. $11,803,867.00) (the “Long Term
Old Note”, together with the Short Term Old Note, the “Old Notes”);


 


WHEREAS, subject to the
terms and subject to the conditions of that certain Exchange Agreement, dated
the date hereof (the “Exchange Agreement”), by and between the Company
and the Holder, the Holder forgave any outstanding principal plus accrued but
unpaid interest under the Old Notes in consideration for (i) a new secured
promissory note issued by the Releasors in the amount of Seven Million Eight
Hundred Thousand Dollars (U.S. $7,800,000.00) (the “Exchange Note”) and (ii) a
non-exclusive license as described under Article V of the Exchange
Agreement to use certain proprietary technology of the Company (the “Prior
License”).


 


WHEREAS, pursuant to the
Exchange Agreement, the Purchaser Parties and the Holder Parties enter into
that certain Mutual Release Agreement, dated December 17, 2004 (the “Prior
Release”), pursuant to which they, among other things, released certain
claims against one another for indemnity pursuant to the Stock Purchase
Agreement; and


 


WHEREAS, subject to the
terms and subject to the conditions of that certain letter agreement, dated September 27,
2005 (the “Payoff Letter”), by and between the Company and the Holder
Parent, the Holder Parent has agreed to forgive the outstanding principal
amount of the Exchange Note in consideration for the payment of the sum of
money stated therein and certain other accommodations described therein,
including the execution and delivery of this Release.


 


NOW, THEREFORE, in
consideration of the mutual covenants and agreements herein set forth and each
act done pursuant hereto, the Purchaser Parties and the Holder Parties,
intending to be legally bound, do hereby represent, warrant, covenant and agree
as follows:


 


ARTICLE I

DEFINITIONS


 


1.1                                 Definitions.  Capitalized terms used and not otherwise defined herein have the meanings assigned
to them in the Stock Purchase Agreement, the Exchange Agreement or the Payoff
Letter (as the case may be).


 


ARTICLE II

RELEASE BY PURCHASER PARTIES


 


2.1                                 Releases.  As consideration for the transactions
contemplated by this Release and the Payoff Letter:


 


(a) The Purchaser Parties,
on behalf of themselves and their respective affiliates, subsidiaries, parents,
directors, officers, agents, principals, representatives, employees, attorneys,
successors, transferees and assigns (collectively, the “Purchaser Releasing
Parties”) hereby fully, unconditionally and completely release, acquit,
discharge, and agree to hold harmless the Holder Parties, their
respective affiliates, subsidiaries, directors, officers, agents, principals,
representatives,
employees, attorneys, successors, transferees and
assigns (hereinafter collectively referred to as “Holder Releasees”)
from any and all claims, liabilities, allegations, actions, offsets


 


2





















 


or demands whatsoever which the Purchaser Parties,
or any of them, have or may have against the
Holder Releasees, or any of them, whether
known or unknown, suspected or unsuspected, choate or inchoate, and whenever
they may have arisen from the
beginning of time until the Payoff Date with respect to the Exchange Agreement;
provided, however, that in no event shall this Release, including,
without limitation, any term or condition of this Section 2.1(a) have
applicability to the Prior License.


 


(b) The Purchaser Parties on
behalf of themselves and their respective affiliates, subsidiaries, parents,
directors, officers, agents, principals, representatives, employees, attorneys,
successors, transferees and assigns, hereby fully, unconditionally and
completely ratify and confirm the Prior Release and fully, unconditionally and
completely waive and renounce any right they may have to contest the validity
of the Prior Release for any reason.


 


2.2                                 Further
Assurances. Upon the request of the Holder Releasees, the Purchaser Parties
shall take such additional actions as the Holder Releasees shall reasonably
request, including the execution of documents or instruments reasonably
requested by the Holder Releasees, to more fully evidence the releases given by
the Purchaser Parties pursuant to this Release.


 


ARTICLE III

RELEASE BY HOLDER PARTIES


 


3.1                                 Releases.  As consideration for the transactions
contemplated by this Release and Payoff Letter:


 


(a) The Holder Parties, on
behalf of themselves and their respective affiliates, subsidiaries, parents,
directors, officers, agents, principals, representatives, employees, attorneys,
successors, transferees and assigns (collectively, the “Holder Releasing
Parties”) hereby fully, unconditionally and completely release, acquit,
discharge, and agree to hold harmless the Purchaser Parties,
their respective affiliates, subsidiaries, directors, officers, agents, principals,
representatives,
employees, attorneys, successors, transferees and
assigns (hereinafter collectively referred to as “Purchaser Releasees”)
from any and all claims, liabilities, allegations, actions, offsets or demands
whatsoever which the Holder Parties, or either of them, have or may have against the
Purchaser Releasees, or any of them, whether
known or unknown, suspected or unsuspected, choate or inchoate, and whenever
they may have arisen from the
beginning of time until the Payoff Date with respect to the Exchange Agreement,
the Exchange Note and the Security Agreement; provided, however,
that in no event shall this Release, including, without limitation, any term or
condition of this Section 3.1(a), have applicability to and the Prior
License.


 


(b) The Holder Parties on
behalf of themselves and their respective affiliates, subsidiaries, parents,
directors, officers, agents, principals, representatives, employees, attorneys,
successors, transferees and assigns, hereby fully, unconditionally and
completely ratify and confirm the Prior Release and fully, unconditionally and
completely waive and renounce any right they may have to contest the validity
of the Prior Release for any reason.


 


3





















 


3.2                                 Further
Assurances. Upon the request of the Purchaser Releasees, the Holder Parties
shall take such additional actions as the Purchaser Releasees shall reasonably
request, including the execution of documents or instruments reasonably
requested by the Purchaser Releasees, to more fully evidence the releases given
by the Holder Parties pursuant to this Release.


 


ARTICLE IV

MISCELLANEOUS


 


4.1                                 Notices. All notices, demands and
other communications provided for or permitted hereunder or under this Release
shall be made in writing and shall be by registered or certified first-class
mail, return receipt requested, by next day delivery through a recognized
national courier or personal delivery:


 


(a) If to the Purchaser
Parties, to:


 


Life Therapeutics Limited

P.O. Box 6126 Frenchs Forest

22 Rodborough Road

NSW 2086, Australia

Attention:  John Manusu & Hari
Nair

Telecopy:  (612) 9436-2907


 


with a copy to:                                                                                         Smith Moore LLP

One Atlantic Center

1201 W. Peachtree Street

Suite 3700

Atlanta, GA 30309

Attention:  Frank E. McDaniel

Telecopy:  (404) 962-1221


 


(b) if to the Holder Parties, to:


 


Serologicals Corporation

5655 Spalding Drive

Norcross, Georgia  30092

Attention:  Vice President, General
Counsel


 


with a copy to:                                                                                         King & Spalding LLP

191 Peachtree Street, N.E.

Atlanta, Georgia  30303-1763

Attention:  G. Roth Kehoe, Esq.


 


Any such notice,
communication or delivery will be deemed given or made (a) on the fifth
business day after it is mailed by registered or certified mail, (b) on
the first business day


 


4





















 


after delivery to an
appropriate customer service representative if sent by next day delivery
through a recognized national courier, or (c) on the date of delivery if
delivered in person.  Any party may
change its address for notice purposes by giving written notice to the other
parties in the manner specified above.


 


4.2                                 Entire Agreement.  This
Release shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors, heirs, executors and
administrators.  The parties may execute
this Release in any number of counterparts, each of which when executed and
delivered, shall be an original, but all of which when taken together shall
constitute one and the same instrument.


 


4.3                                 Survival
of Section 5.12.  The Purchaser
Parties and the Holder Parties hereby acknowledge and agree that,
notwithstanding any provision of this Release or the Prior Release to the
contrary, their respective obligations pursuant to Section 5.12 of the
Stock Purchase Agreement shall survive indefinitely.


 


4.4                                 Governing Law.  This
Release shall be interpreted in accordance with the laws of the State of
Delaware, without regard to any jurisdiction’s conflict of law provisions.


 


 


[signatures follow]


 


5





















 


IN WITNESS WHEREOF, the
Purchaser Parties and the Holder Parties have duly executed this Release as of
the day and year first above written.


 


	
   

  	
  PURCHASER PARTIES:

  
	
   

  	
   

  
	
   

  	
  LIFE THERAPEUTICS LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dr. C. H. Nair

  	
   

  
	
   

  	
   

  	
  Name: Dr. C. H. Nair

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LIFE GELS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dr. C. H. Nair

  	
   

  
	
   

  	
   

  	
  Name: Dr. C. H. Nair

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LIFE THERAPEUTICS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dr. C. H. Nair

  	
   

  
	
   

  	
   

  	
  Name: Dr. C. H. Nair

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LIFE SERA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dr. C. H. Nair

  	
   

  
	
   

  	
   

  	
  Name: Dr. C. H. Nair

  
	
   

  	
   

  	
  Title: CFO and Director

  



 





















 


	
   

  	
  LIFE THERAPEUTICS NEVADA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dr. C. H. Nair

  	
   

  
	
   

  	
   

  	
  Name: Dr. C. H. Nair

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LIFE THERAPEUTICS BUSINESS TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dr. C. H. Nair

  	
   

  
	
   

  	
   

  	
  Name: Dr. C. H. Nair

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LIFE THERAPEUTICS INVESTMENTS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dr. C. H. Nair

  	
   

  
	
   

  	
   

  	
  Name: Dr. C. H. Nair

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LIFE THERAPEUTICS MANAGEMENT

  
	
   

  	
  PARTNERSHIP, LP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dr. C. H. Nair

  	
   

  
	
   

  	
   

  	
  Name: Dr. C. H. Nair

  
	
   

  	
   

  	
  Title: Director

  



 


7





















 


	
   

  	
  ALLEGHENY BIOLOGICALS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dr. C. H. Nair

  	
   

  
	
   

  	
   

  	
  Name: Dr. C. H. Nair

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HOLDER PARTIES:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SEROLOGICALS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Harold W. Ingalls

  	
   

  
	
   

  	
   

  	
  Name: Harold W. Ingalls

  
	
   

  	
   

  	
  Title: Vice President, Finance and Chief
  Financial

  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SEROLOGICALS FINANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Harold W. Ingalls

  	
   

  
	
   

  	
   

  	
  Name: Harold W. Ingalls

  
	
   

  	
   

  	
  Title: President

  



 


8





















 


Schedule 3 – Termination Statements


 


	
  Old Name of

  Debtor

  	
   

  	
  New
  Name of

  Debtor

  	
   

  	
  Place
  of Filing

  	
   

  	
  Financing

  Statement

  No./Date of

  Filing

  	
   

  	
  Old
  Business

  Address

  	
   

  	
  New
  Business

  Address

  
	
  Serologicals
  Specialty Biologics, Inc.

  	
   

  	
  LifeSera, Inc.

  	
   

  	
  Delaware
  Department of State

  	
   

  	
  40105868

  01/14/04

  	
   

  	
  5655
  Spalding Drive

  Norcross, GA 30092

  	
   

  	
  736 Park
  North Blvd., Suite 100

  Clarkston, GA 30021

  
	
  Serologicals
  Nevada, Inc.

  	
   

  	
  Life
  Therapeutics Nevada, Inc.

  	
   

  	
  Nevada
  Secretary of State

  	
   

  	
  2004001589-7

  01/16/04

  	
   

  	
  5655
  Spalding Drive

  Norcross, GA 30092

  	
   

  	
  736 Park
  North Blvd., Suite 100

  Clarkston, GA 30021

  
	
  Allegheny
  Biologicals, Inc.

  	
   

  	
  No Change

  	
   

  	
  Pennsylvania
  Secretary of State

  	
   

  	
  20040050136

  01/15/04

  	
   

  	
  5655
  Spalding Drive

  Norcross, GA 30092

  	
   

  	
  736 Park
  North Blvd., Suite 100

  Clarkston, GA 30021

  
	
  Serologicals
  Investments, LLC

  	
   

  	
  Life
  Therapeutics Investments, LLC

  	
   

  	
  Georgia
  Secretary of State

  	
   

  	
  060200400609

  01/16/04

  	
   

  	
  5655
  Spalding Drive

  Norcross, GA 30092

  	
   

  	
  736 Park
  North Blvd., Suite 100

  Clarkston, GA 30021

  
	
  Serologicals
  Management Partnership, LP

  	
   

  	
  Life
  Therapeutics Management Partnership LP

  	
   

  	
  Delaware
  Department of State

  	
   

  	
  40105942

  01/14/04

  	
   

  	
  5655
  Spalding Drive

  Norcross, GA 30092

  	
   

  	
  736 Park
  North Blvd., Suite 100

  Clarkston, GA 30021

  
	
  Serologicals
  Business Trust

  	
   

  	
  Life
  Therapeutics Business Trust

  	
   

  	
  Nevada
  Secretary of State

  	
   

  	
  2004001590-0

  01/16/04

  	
   

  	
  5655
  Spalding Drive

  Norcross, GA 30092

  	
   

  	
  736 Park
  North Blvd., Suite 100

  Clarkston, GA 30021

  
	
  Gradipore, Inc.

  	
   

  	
  Life
  Gels, Inc.

  	
   

  	
  Delaware
  Department of State

  	
   

  	
  40105769

  01/14/04

  	
   

  	
  5655
  Spalding Drive

  Norcross, GA 30092

  	
   

  	
  736 Park
  North Blvd., Suite 100

  Clarkston, GA 30021

  
	
  Gradipore
  Plasma Holdings, Inc.

  	
   

  	
  Life
  Therapeutics Plasma Holdings, Inc.

  	
   

  	
  Delaware
  Department of State

  	
   

  	
  40105645

  01/14/04

  	
   

  	
  5655
  Spalding Drive

  Norcross, GA 30092

  	
   

  	
  736 Park
  North Blvd., Suite 100

  Clarkston, GA 30021