Exhibit 10.34.3


***TEXT OMITTED AND SUBMITTED SEPARATELY


PURSUANT TO CONFIDENTIAL TREATMENT REQUEST


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


 


THIS
AMENDMENT No. 2 (“Agreement”) is made and entered into as of July 18, 2007
by and between Talecris BioTherapeutics, Inc. (“Talecris), Bayer Biologicals,
Inc. and Bayer Healthcare LLC (“Bayer”), and certain European Marketing
Authorization Holders (collectively the “Parties”).


WHEREAS,
on March 30, 2005 Talecris, Bayer and Bayer Biologicals S.r.l. executed a
Distribution Agreement and subsequently amended on April 1, 2006
(collectively the “Original Distribution Agreement”) under which Talecris
products would be distributed in Europe;


WHEREAS,
the term under the Original Distribution Agreement has concluded;


WHEREAS,
Talecris continues to rely on certain Distributors to assist it in the
distribution of products, B.Biologicals and the Distributors are willing to
continue to assist Talecris beyond the term of the Original Distribution
Agreement;


WHEREAS,
Talecris has provided assurance it will replace all Distributors during the
period from April 1, 2007 to December 31, 2007 (“Additional Term”),
except as stated herein;


NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained
herein, the Parties agree to amend the Original Distribution Agreement as
follows:


1.             Article I (Term) is replaced
with “This Agreement shall terminate on December 31, 2007” (“Termination
Date”).


2.             This Agreement will be deemed to
have been in full force and effect as of April 1, 2007 (“Commencement
Date”).


3.             The Distributors obligated by the
terms of this Agreement are those operating in the countries set forth in
Exhibit A (“Remaining Distributors”). No other Distributors will have
obligations under the tenns of this Agreement.


4.


(i)            Upon thirty (30) days written notice
by Talecris to any Distributor on Exhibit A (or such lesser period as Talecris
and the applicable Distributor may agree) Talecris may terminate this Agreement
effective the last day of the month in which the thirtieth day falls as
pertains to any specific Remaining Distributor receiving such notice, provided,
however, if Talecris has not provided such notice to all Distributors listed on
Exhibit A by November 30, 2007, such Distributors will be deemed to have
been served with such thirty (30) days notice of termination. For avoidance of
doubt the term Remaining Distributors as used in this Agreement shall include
only those Distributors listed on Exhibit A whose obligations have not been
terminated under the terms of this Section 4.


(ii)           The Termination of this Agreement
with respect to any individual Remaining Distributor prior to December 31,
2007 will be treated under Section 17.4 as a termination only with respect
to that individual Distributor. On December 31, 

















2007
Section 17.4 will become applicable to all Remaining Distributors who have
not previously terminated the Agreement.


5.             For purposes of the Additional
Term, there shall be no Required Amount, Initial Forecast, other Forecast, or
Target Net Sales that shall pertain to or obligate any of the Parties
hereunder. Neither Bayer nor any of the Remaining Distributors shall be
obligated to deliver any Forecast during the Additional Term.


6.             [***]


7.             For purposes of the Additional Term
the amount of reimbursement of fixed SG&A costs and actual P&I under
Section 6.1(iv) shall not be adjusted based on the volume of sales,
provided, however, no Distributor shall materially increase its P&I
expenditures over the levels of expenditures in the prior twelve (12) months.


8.             For purposes of the Additional
Term, (i) Section 6.1(ii)(a) shall be deemed stricken;
(ii) Section 17.4(iii) shall only apply on and after the
Termination Date to any Remaining Distributor in Norway, provided the
Distributor’s obligation to assist and cooperate with Talecris under
Section 17.4(iii) shall terminate on March 31, 2007 and in no
event will Bayer, B. Biologicals or any Distributor be obligated to assist
Talecris after that date, (iii) the reference in Section 19 to
Exhibit J is stricken and replaced with Exhibit B, as attached hereto and Bayer
and the Remaining Distributors shall have the same obligations with respect to
the execution of Exhibit B under this Agreement as they had with respect to the
execution of Exhibit J under the Original Distribution Agreement.


9.             Except as expressly stated in this
Agreement, the Original Distribution Agreement remains in full force and
effect.


	
   

  	
  TALECRIS BIOTHERAPEUTICS, INC.

  
	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Authorized Signatory

  
	
   

  	
  NAME:

  	
  Authorized Signatory

  
	
   

  	
  TITLE:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BAYER HEALTHCARE, LLC

  
	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Authorized Signatory

  
	
   

  	
  NAME:

  	
  Authorized Signatory

  
	
   

  	
  TITLE:

  	
   

  
				



 


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2


 

















EXHIBIT A


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EXHIBIT B


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***CONFIDENTIAL TREATMENT
REQUESTED