Exhibit 10.28.3


 


Agreement #805-2005


FURTHER AMENDING AGREEMENT


THIS FURTHER AMENDING AGREEMENT is effective as of April 1,
2006 (“Effective Date”) and is made


BETWEEN AND AMONGST:


CANADIAN BLOOD SERVICES /

SOCIETE CANADIENNE DU SANG

(incorporated pursuant to Part II of the Canada Corporations Act)

1800 Alta Vista Drive

Ottawa, ON K1G 4J5

CANADA


(hereinafter referred to as “CBS”)


AND


TALECRIS BIOTHERAPEUTICS, INC.

(F/K/A NPS BIOTHERAPEUTICS, Inc.)

P.O. Box 13887

79 TW Alexander Drive

4101 Research Commons

Research Triangle Park

Raleigh, NC 27709

USA


(hereinafter referred to as “Talecris US”)


AND


TALECRIS BIOTHERAPEUTICS LTD

5800 Explorer Drive, Suite 310

Mississauga, ON L4W 5K9

CANADA


(hereinafter referred to as “Talecris Canada”)


(the above collectively referred to as the “Parties”)


 


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WHEREAS:


1)                                      Bayer Inc. (“Bayer
Canada”), Bayer HealthCare LLC (“Bayer US”) and CBS were parties to a Purchase
Agreement for Fractionation Services and Commercial Products dated as of April
1, 2003, which included Recombinant Hemophilia Products;


2)                                      Bayer Canada,
Bayer US and CBS have amended the above-mentioned Purchase Agreement to split
it into two (2) agreements: one with respect to Recombinant Hemophilia Products
(the “RHP Agreement”) and one with respect to the Fractionation Services and
Commercial Products other than Recombinant Hemophilia Products (the “Main
Agreement”);


3)                                      Bayer US and
Talecris US entered into a certain Amended and Restated Joint Contribution
Agreement, dated as of March 30, 2005, pursuant to which Talecris acquired
Bayer’s plasma business;


4)                                      Bayer US wished
to terminate its ongoing rights and obligations under the Main Agreement
relating to activities after the effective date of April 1, 2005, and Bayer Canada,
Bayer US, Talecris and CBS wished to amend and restate the Main Agreement to
reflect Talecris’ acquisition of Bayer US’ manufacturing fractionation facility
in Clayton, North Carolina and assumption of Bayer’s rights and obligations
pursuant to the Main Agreement, all as documented by the Assignment and Second
Amended and Restated Purchase Agreement for Fractionated Services and
Commercial Products effective April I, 2005 (the “Restated Agreement”);


5)                                      Bayer Canada,
Bayer LLC (herein “Bayer US”), and CBS entered into a B19 Supplemental Services
Agreement (the “SSA”) effective April I, 2005. 
Bayer US’ rights and obligations were subsequently assigned to, and
assumed by, Talecris by the Assignment Agreement (the “Assignment Agreement”)
also effective April 1, 2005;


6)                                      Pursuant to a
Further Assignment and Extension Agreement effective as of even date herewith
(the Further Assignment Agreement”), Bayer Canada assigned its rights and
obligations under the Restated Agreement, under the SSA, and under the Assignment
Agreement to Talecris Canada, and Talecris Canada agreed to assume all such
rights and obligations.


 


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NOW THEREFORE this Further Amending Agreement witnesseth that, in
consideration of the promises, covenants and agreements set out herein the
Parties hereto agree as follows:


1.           ENTIRE AGREEMENT


The Parties acknowledge that the Main Agreement, the SSA, the
Assignment Agreement, the Restated Agreement, and the Further Assignment
Agreement incorporated by reference herein and this Further Amending Agreement
cumulatively represent the entire agreement between and among the Parties (the “Entire
Agreement”) relating to the subject matter hereof.


2.           CHANGES


2.1                              Prior to IGIVnex
licensure and the first deliveries of IGIVnex to CBS, Talecris has provided and
will continue to provide to CBS quantities of Gamunex, in lieu of delayed
deliveries of IGIVnex (the “Replacement Volume”) at prices CBS would have paid
for contract fractionated IGIV-SD product. 
Following licensure, volumes of IGIVnex equivalent to the Replacement
Volume will be delivered and billed to CBS at Gamunex commercial 1GIV prices at
the same monthly rate that the Replacement Volume was delivered and billed to
CBS by Talecris.


3.           REPRESENTATIONS AND
WARRANTIES


3.1                              Representations and Warranties of
Talecris Canada


Talecris Canada represents and warrants that at the time of entering
into this Further Amending Agreement:


(a)                                  It is duly organized, validly existing
and is in good standing under the laws of Canada, is qualified to do business
in, and is in good standing in each jurisdiction in which the performance of
its obligations hereunder requires such qualification (except where such
failure to qualify would not have a material adverse effect) and has all
requisite power and authority, corporate or otherwise, to conduct its business
as now being conducted, to own, lease and operate its properties and to
execute, deliver and perform the Entire Agreement;


(b)                                 The execution, delivery and performance
by it of this Further Amending Agreement have been duly authorized by all
necessary corporate or other legal action and do not and will not:


i.                                          require any consent or approval of its
shareholders or members as the case may be;


ii.                                       violate any provision of any law, rule,
regulation, order, writ, judgment, injunction decree, determination or award
presently in effect having applicability to it and known to it or any provision
of its charter documents; or


iii.                                    result in a breach of or constitute a
default under any material agreement, mortgage, lease, license, permit or other
instrument or obligation to which it is a party or by which it or its
properties may be bound or affected;


 


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(c)                                  The Entire Agreement is a legal, valid
and binding obligation of it enforceable against it in accordance with its
terms;


(d)                                 It is not under any obligation to any
person, or entity, contractual or otherwise, that is conflicting or
inconsistent in any respect with the terms of the Entire Agreement or that
would impede the diligent and complete fulfillment of its obligations;


(e)                                  It has good and marketable title to or
valid leases or licenses for all its properties, rights and assets necessary
for the completion of its responsibilities under the Entire Agreement, subject
only to the claim of any relevant lessor or licensor; and


(f)                                    There are no legal or arbitral
proceedings, or any proceedings by or before any governmental or regulatory
authority or agency, now pending or (to its knowledge) threatened against it
that, if adversely determined could (either individually or in the aggregate)
have a material adverse effect on its ability to perform its obligations under
the Entire Agreement.


3.2                              Representations and Warranties of
Talecris US


Talecris US represents and warrants that at the time of entering into
this Further Amending Agreement:


(a)                                  It is duly organized, validly existing
and is in good standing under the laws of Delaware, is qualified to do business
in, and is in good standing in each jurisdiction in which the performance of
its obligations hereunder requires such qualification (except where such
failure to qualify would not have a material adverse effect) and has all
requisite power and authority, corporate or otherwise, to conduct its business
as now being conducted, to own, lease and operate its properties and to
execute, deliver and perform the Entire Agreement;


(b)                                 The execution, delivery and performance
by it of this Further Amending Agreement have been duly authorized by all necessary
corporate or other legal action and do not and will not:


i.                                          require any consent or approval of its
shareholders or members as the case may be;


ii.                                       violate any provision of any law, rule,
regulation, order, writ, judgment, injunction decree, determination or award
presently in effect having applicability to it and known to it or any provision
of its charter documents; or


iii.                                    result in a breach of or constitute a
default under any material agreement, mortgage, lease, license, permit or other
instrument or obligation to which it is a party or by which it or its
properties may be bound or affected;


(c)                                  The Entire Agreement is a legal, valid
and binding obligation of it enforceable against it in accordance with its
terms;


(d)                                 It is not under any obligation to any
person, or entity, contractual or otherwise, that is conflicting or
inconsistent in any respect with the terms of the Entire Agreement or that
would impede the diligent and complete fulfillment of its obligations;


 


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(e)                                  It has good and marketable title to or
valid leases or licenses for all its properties, rights and assets necessary
for the completion of its responsibilities under the Entire Agreement, subject
only to the claim of any relevant lessor or licensor; and


(f)                                    There are no legal or arbitral
proceedings, or any proceedings by or before any governmental or regulatory
authority or agency, now pending or (to its knowledge) threatened against it
that, if adversely determined could (either individually or in the aggregate)
have a material adverse effect on its ability to perform its obligations under
the Entire Agreement.


3.3                              Survival of Representations and
Warranties


All representations, warranties, covenants and indemnities made herein
or in any document delivered pursuant hereto or incorporated by reference
herein, whether expressed or implied by law or otherwise, shall survive
inspection and acceptance thereof and payment thereof and shall enure to the
benefit of the Parties notwithstanding the termination or expiration of this
Further Amending Agreement.


4.           GENERAL


4.1                              Further Assurances


Each of the Parties shall execute and deliver all such further
documents and do such other things as the other party may reasonably request to
give fill effect to this Further Amending Agreement.


4.2                              Successors and Assigns


This Further Amending Agreement shall enure to the benefit of and shall
be binding upon the Parties hereto and their respective successors and assigns.


4.3                              Governing Law


This Further Amending Agreement shall be construed and enforced in
accordance with the laws of the Province of Ontario and the laws of Canada
applicable therein.


4.4                              Counterparts


This Further Amending Agreement may be executed in several counterparts
which, together, shall constitute one and the same agreement.


5.           ALL OTHER TERMS AND
CONDITIONS TO REMAIN


(a)                                  Except as amended in writing by the
Parties, the defined terms contained herein shall have the same meaning as
ascribed to them in the Main Agreement, the Restated Agreement, the SSA, the
Assignment Agreement and the Further Assignment Agreement.


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(b)                                 All other covenants, terms and conditions
contained in the Main Agreement, the Restated Agreement, the SSA, the Assignment
Agreement and the Further Assignment Agreement, shall, unless otherwise
specifically amended, apply to the matters contemplated herein and shall
continue in full force and effect for the Extended Term.


IN WITNESS WHEREOF, the
Parties have caused this Further Amending Agreement to be executed by their
duly authorized officers, as of the date first written above.


	
  CANADIAN BLOOD SERVICES

  	
  TALECRIS BIOTHERAPEUTICS, INC.

  
	
   

  	
   

  
	
  BY:

  	
  /s/ Ian Mumford

  	
   

  	
  BY: 

  	
  /s/ Alberto Raul
  Martinez

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  NAME:

  	
  Ian Mumford

  	
   

  	
  NAME:

  	
  Alberto Raul Martinez

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TITLE:

  	
  Chief Operating Officer

  	
   

  	
  TITLE:

  	
  President and CEO

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  DATE:

  	
  2006-03-16

  	
   

  	
  DATE:

  	
   

  	
   

  
	
   

  	
   

  
	
  CANADIAN BLOOD SERVICES

  	
  TALECRIS BIOTHERAPEUTICS LTD

  
	
   

  	
   

  
	
  BY:

  	
  /s/ Pauline Port

  	
   

  	
  BY: 

  	
  /s/ Alberto Raul
  Martinez

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  NAME:

  	
  Pauline Port

  	
   

  	
  NAME:

  	
  Alberto Raul Martinez

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TITLE:

  	
  VP Corporate Services
  & CEO

  	
   

  	
  TITLE:

  	
  President and Chairman

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  DATE:

  	
  2006-03-22

  	
   

  	
  DATE:

  	
   

  	
   

  
	
   

  	
   

  
	
  CANADIAN BLOOD SERVICES

  	
   

  
	
   

  	
   

  
	
  BY:

  	
  /s/ Graham Sher

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  NAME:

  	
  Graham Sher

  	
   

  	
  :

  
	
   

  	
   

  	
   

  
	
  TITLE:

  	
  Chief Operating Officer

  	
   

  	
  :

  
	
   

  	
   

  	
   

  	
   

  
	
  DATE:

  	
  2006/3/23

  	
   

  	
   

  



 


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