Exhibit 10.33.2


 


***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 is made and entered into as of July 18, 2007 by and between Bayer
HealthCare LLC (“Bayer”) and Talecris Biotherapeutics, Inc.
(“Talecris”).


 


WHEREAS, Bayer and Talecris entered into a
Master Services Agreement as of March 31, 2005, which was subsequently amended
and restated, effective April 1, 2006. The said Master Services Agreement, as
amended and restated, is hereinafter referred to as the “Agreement”.


 


WHEREAS, Bayer and Talecris have agreed to
extend and further amend the Agreement.


 


NOW, THEREFORE, in
consideration of the mutual covenants and agreements contained herein, Bayer
and Talecris agree to amend the Agreement as follows, effective as of April 1,
2007 (“Commencement Date”).


 


1.                                      The
term of the Agreement will be extended until December 31, 2007 and will
terminate effective that date.


 


2.                                      Exhibits
A, B, C, and E shall have no force and effect on and after the Commencement
Date. Exhibit D is replaced by Amended Exhibit D as attached.


 


3.                                      Talecris
shall pay Bayer the following amounts for the services described in Amended
Exhibit D:


 


a.                                       [***]


 


b.                                      [***]


 


c.                                       [***]


 


4.                                      Sections
2.7(c), 2.7(d), 2.7(e), and 2.8 are hereby stricken and shall have no future
force and effect.


 


5.                                      Bayer
and Talecris will exert reasonable commercial efforts to accomplish the
transfer of Marketing Authorizations as described on Schedule
A of this Agreement. It is recognized that the month target for
transfer as shown on Schedule A
may be affected by factors beyond the reasonable control of the Parties and
that failure to achieve a transfer in the particular month(s) identified for
transfer will not constitute a breach of the Agreement, provided commercially
reasonable efforts have been exerted. However, in no event will the failure of
Talecris to achieve all of the transfers on or before December 31, 2007 justify
or require an extension of the term of this Agreement.


 


6.                                      Talecris
will on or before the first Business Day of each month provide to Bayer a
written report disclosing the progress made in achieving the target transfer
dates.


 


7.                                      This
Agreement shall be deemed to have been in effect since the Commencement Date.


 


8.                                      Except
as expressly stated in this Amendment, the Agreement remains in full force and
effect.


 






***CONFIDENTIAL TREATMENT REQUESTED


 


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IN WITNESS
WHEREOF, the Parties have caused this Amendment to be signed by their
respective officers thereunto duly authorized, all as of the date first written
above.


 


	
  TALECRIS BIOTIIERAPEUTICS INC.

  	
   

  	
  BAYER HEALTHCARE LLC

  
	
   

  	
   

  	
   

  
	
  BY:

  	
   /s/ BRUCE NOGALES

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  BY:

  	
   /s/ HANS BISHOP

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  NAME:

  	
   BRUCE NOGALES

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  NAME:

  	
   HANS BISHOP

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TITLE:

  	
   VP, INTERNATIONAL COMMERCIAL

  	
   

  	
  TITLE:

  	
   PRESIDENT
  HEMATOLOGY/CARDIOLOGY

  
															



 


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Amended Exhibit D


 


[***]


 






***CONFIDENTIAL TREATMENT REQUESTED


 


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Schedule A


 


[***]


 






***CONFIDENTIAL TREATMENT REQUESTED


 


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