Exhibit 10.29.2


 


***TEXT
OMITTED AND SUBMITTED SEPARATELY


PURSUANT
TO CONFIDENTIAL TREATMENT REQUEST


UNDER 17
C.F.R. SECTIONS 200.80(b)(4) AND 230.406


 


FURTHER ASSIGNMENT AND EXTENSION AGREEMENT


 


THIS FURTHER ASSIGNMENT AND EXTENSION AGREEMENT is effective as of April 1, 2006 (“Effecti ve Date”) and is made


 


BETWEEN:


AND AMONGST:


 


HÉMA-QUÉBEC


4045 Côte-Vertu Blvd.


Saint-Laurent, Quebec H4R 2W7 CANADA


 


(hereinafter referred to as “HQ”)


 


AND:                                                                BAYER INC.


 


77 Belfield Road


Toronto, ON M9W 1G6 CANADA


(hereinafter referred to as “Bayer Canada”)


 


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”)


 


 


1 of 6

















 


AND                                                                   TALECRIS BIOTHERAPEUTICS LTD


5800 Explorer Drive, Suite 310


Mississauga, ON        L4W 5K9


CANADA


 


(hereinafter referred to as “Assignee”)


 


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


 


WHEREAS:


 


1)                                      Bayer
Canada, Bayer Healthcare LLC (“Bayer US”) and HQ 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 HQ 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 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 HQ 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 Fractionation
Services and Commercial Products effective April 1, 2005 (the “Restated
Agreement”);


 


5)                                      Bayer
Canada, Bayer US, and HQ entered into a B19 Supplemental Services Agreement (the
“SSA”) effective April 1, 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)                                      Bayer
Canada wishes to assign its rights and obligations under the Restated
Agreement, under the SSA, and under the Assignment Agreement, and Assignee
agrees to assume all such rights and obligations.


 


 


2 of 6

















 


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


 


1.0          ENTIRE AGREEMENT


 


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


 


2.0          CHANGES


 


The Parties agree as follows:


 


2.1                                 HQ
consents to the assignment of Bayer Canada’s rights and obligations under the
Restated Agreement, the SSA, and the Assignment Agreement to the Assignee and
hereby releases and forever discharges Bayer Canada from further performance
under the Entire Agreement. Notwithstanding anything in this agreement to the
contrary, Bayer Canada shall remain liable to HQ for its obligations arising
under the Entire Agreement prior to the Effective Date;


 


2.2                                 The
Assignee hereby accepts the aforesaid assignment and covenants and agrees with
Bayer Canada that, from and after the date hereof, the Assignee will observe,
perform and fulfill each and every obligation, term and condition of Bayer
Canada in, to, and under the Restated Agreement, the SSA, the Assignment
Agreement and this Further Assignment and Extension Agreement. Talecris and the
Assignee hereby agree to indemnify and save harmless HQ and Bayer Canada from
and against any and all loss or damage (including legal fees and expenses)
which may be suffered or sustained by HQ or Bayer Canada as a result of any
breach by the Assignee of its obligations hereunder and/or any act or omission
of the Assignee or those for whom the Assignee is legally responsible with
respect to the Entire Agreement from and after the date of this Further Assignment
and Extension Agreement. Talecris and the Assignee shall be jointly and
severally liable to HQ for their cumulative obligations pursuant to the Entire
Agreement;


 


2.3                                 For
greater certainty, Bayer Canada remains liable for actions or omissions taken
or made prior to the Effective Date of this Further Assignment and Extension
Agreement, whether any damages accrue prior to or after such date;


 


2.4                                 Further,
Bayer Canada remains responsible for its obligations pursuant to the RHP
Agreement (#803-2005); which agreement is not affected by any of the terms and
conditions of this Further Assignment and Extension Agreement.


 


2.5                                 [***]


 


 










***CONFIDENTIAL TREATMENT REQUESTED


 


 


3 of 6

















 


[***]


 


3.0          REPRESENTATIONS AND WARRANTIES


 


3.1                               Representations
and Warranties


 


The Assignee represents and warrants that at
the time of entering into this Further Assignment and Extension 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 Assignment and
Extension 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 maybe;


 


(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;


 


(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.


 










***CONFIDENTIAL TREATMENT REQUESTED


 


 


4 of 6

















 


3.2                               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 Assignment and Extension Agreement.


 


4.0          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 full effect to this Further Assignment and Extension Agreement.


 


4.2                               Successors
and Assigns


 


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


 


5.0                               TERM


 


The Parties agree that the Term of the Entire Agreement shall be
extended to end March 31, 2008 (the “Extended Term”).


 


6.0          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, and the Assignment Agreement.


 


 


5 of 6

















 


(b)                                 All
other covenants, terms and conditions contained in the Main Agreement, the
Restated Agreement, the SSA, and the 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 Assignment and Extension Agreement to be executed by their duly
authorized officers, as of the date first written above.


 


	
  HÉMA-QUÉBEC

  	
   

  	
  TALECRIS BIOTHERAPEUTICS, INC

  
	
   

  	
   

  	
   

  
	
  BY:

  	
  /s/ Francine Décary

  	
   

  	
   

  	
  BY:

  	
  /s/ Authorized Signatory

  	
   

  
	
   

  	
   

  	
   

  
	
  NAME:

  	
  Francine Décary

  	
   

  	
   

  	
  NAME:

  	
  Authorized Signatory

  	
   

  
	
   

  	
   

  	
   

  
	
  TITLE:

  	
  Chief Executive Officer

  	
   

  	
   

  	
  TITLE:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DATE:

  	
  21-03-2006

  	
   

  	
   

  	
  DATE:

  	
  03/22/06

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TALECRIS BIOTHERAPEUTICS LTD

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BY:

  	
  /s/ Alberto Martinez

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NAME:

  	
  Alberto Martinez

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TITLE:

  	
  President - CEO

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DATE:

  	
  03/22/06

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BAYER INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BY:

  	
  /s/ Philip Blake

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NAME:

  	
  Philip Blake

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TITLE:

  	
  President - CEO

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DATE:

  	
  March 28, 2006

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Authorized Signatory

  	
   

  
	
   

  	
   

  	
   

  	
  Authorized Signatory

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Doug Grant

  	
   

  
	
   

  	
   

  	
   

  	
  Doug Grant, VP, Hematology/Cardiology 

  	
   

  
																	



 


 


6 of 6