Exhibit 10.28.2


 


Agreement No. #805-2005


 


FURTHER ASSIGNMENT AND EXTENSION AGREEMENT


 


THIS FURTHER ASSIGNMENT AND EXTENSION 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 KIG 4J5

CANADA


 


(hereinafter
referred to as “CBS”)


 


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”)


 


 


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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 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 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 Fractionation
Services and Commercial Products effective April 1, 2005 (the “Restated
Agreement”);


 


5)                                      Bayer
Canada, Bayer US, and CBS 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.


 


 


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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                               CBS 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
CBS 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 CBS and Bayer Canada from and against any and all loss or damage
(including legal fees and expenses) which may be suffered or sustained by CBS
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 CBS 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.


 


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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 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;


 


(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.


 


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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.


 


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(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.


 


	
  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:

  	
  03/20/06

  	
   

  
	
   

  	
   

  
	
  CANADIAN BLOOD SERVICES  

  	
  TALECRIS BIOTHERAPEUTICS, INC.

  
	
   

  	
   

  
	
  BY:

  	
  /s/ Pauline Port  

  	
   

  	
  BY:

  	
  /s/ Alberto Raul Martinez

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NAME:

  	
  Pauline Port

  	
   

  	
  NAME:

  	
  Alberto Raul Martinez  

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TITLE:

  	
  VP Corporate Services &CFO

  	
   

  	
   TITLE:

  	
  President and Chairman

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DATE:

  	
  2006-03-22

  	
   

  	
  DATE:

  	
  03/20/06

  	
   

  
	
   

  	
   

  	
   

  
	
  CANADIAN BLOOD SERVICES

  	
  BAYER INC.

  
	
   

  	
   

  
	
  BY:

  	
  /s/ Graham Sher  

  	
   

  	
  BY:

  	
  /s/ Daniel Apel

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NAME:

  	
  Graham Sher

  	
   

  	
  NAME:

  	
  Daniel Apel

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TITLE:

  	
  Chief Executive Officer

  	
   

  	
   TITLE:

  	
  Chief Financial Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DATE:

  	
  2006/3/23

  	
   

  	
  DATE:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BAYER INC.

  
	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Doug Grant

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NAME:

  	
  Doug Grant

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   TITLE:

  	
  VP Hematology/Cardiology

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DATE:

  	
   

  	
   

  



 


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