] Shares TALECRIS BIOTHERAPEUTICS HOLDINGS CORP. COMMON STOCK (PAR VALUE $0.01 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • September 21st, 2009 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • New York
TALECRIS BIOTHERAPEUTICS HOLDINGS CORP., as Company and THE SUBSIDIARIES NAMED HEREIN as Subsidiary Guarantors 7.75% SENIOR NOTES DUE 2016Talecris Biotherapeutics Holdings Corp. • October 21st, 2009 • Pharmaceutical preparations • New York
This INDENTURE dated as of October 21, 2009, is by and among Talecris Biotherapeutics Holdings Corp., a Delaware corporation (the “Company”), the Subsidiary Guarantors listed on the signature pages hereto, and The Bank of New York Mellon Trust Company, N.A., national banking association, as trustee (the “Trustee”).
THIRD RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 19th, 2009 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • North Carolina
THIS EMPLOYMENT AGREEMENT between Talecris Biotherapeutics Holdings Corporation (the “Company”) and Lawrence D. Stern (the “Executive”) (together, the “Parties”) was effective as of April 1, 2005 (the “Effective Date”) and was amended and restated as of April 1, 2007 (the “Original Restatement Date”), with all terms retroactive to such date, was hereby amended and restated as of January 1, 2009, and is hereby further amended and restated as of April 1, 2009 (the “Third Restatement Date”).
Talecris Biotherapeutics Holdings Corp. 7.75% Senior Notes due 2016Registration Rights Agreement • October 21st, 2009 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • New York
PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
EMPLOYMENT AGREEMENTEmployment Agreement • September 24th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • North Carolina
EMPLOYMENT AGREEMENT (“Agreement”) dated as of September 5, 2006 between Talecris Biotherapeutics Holdings Corporation (the “Company”) and John Gaither (the “Executive”) (together, the “Parties”).
SUPPLY AGREEMENT BY AND BETWEEN BAYER HEALTHCARE LLC BIOLOGICAL PRODUCTS DIVISION BERKELEY, CALIFORNIA AND TALECRIS BIOTHERAPEUTICS, INC. RALEIGH, NORTH CAROLINASupply Agreement • September 11th, 2009 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • New York
THIS SUPPLY AGREEMENT (this “Agreement”) is entered into as of March 31, 2005 (the “Effective Date”), by and between Bayer HealthCare LLC, Biological Products Division (“Bayer”) and Talecris Biotherapeutics, Inc. (f/k/a NPS BioTherapeutics, Inc.) (“Supplier,” along with Bayer, the “Parties”).
PROLASTIN DIRECTSM AMENDED AND RESTATED SERVICES AGREEMENTAnd Restated Services Agreement • September 11th, 2009 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • North Carolina
THIS AMENDED AND RESTATED SERVICES AGREEMENT (“Agreement”) is made and entered into as of this 1st day of January, 2009 (the “Effective Date”) by and between TALECRIS BIOTHERAPEUTICS, INC., a Delaware corporation (“Talecris”), and CENTRIC HEALTH RESOURCES, INC., a Delaware corporation (“CHR”). Talecris and CHR may each be referred to herein as a “party” or collectively as the “parties”.
CONTRACT FRACTIONATION SERVICES AND COMMERCIAL PRODUCTS AGREEMENTContract Fractionation Services and Commercial Products Agreement • September 11th, 2009 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • Ontario
NOW THEREFORE in consideration of the premises, covenants and agreements contained herein and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
Talecris BiotherapeuticsTalecris Biotherapeutics Holdings Corp. • July 23rd, 2008 • Pharmaceutical preparations
As you know, Talecris Biotherapeutics (“Talecris”) has agreed to purchase Bayer’s Plasma Business. When the purchase is completed (the “Closing”) we want you to be a part of the Talecris team. The purpose of this letter is to confirm the basic terms of your employment with Talecris.
MASTER CONSULTING AND ADVISORY SERVICES AGREEMENTMaster Consulting and Advisory Services Agreement • September 11th, 2009 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • New York
THIS MASTER CONSULTING AND ADVISORY SERVICES AGREEMENT (the “Agreement”) is made and entered into effective as of this 18th day of July, 2008 (the “Effective Date”), by and between CERBERUS OPERATIONS AND ADVISORY COMPANY LLC, a Delaware limited liability company with offices at 299 Park Avenue, New York, New York 10171 (“COAC”), and TALECRIS BIOTHERAPEUTICS HOLDINGS CORP., a Delaware corporation, with offices at 4101 Research Commons, 79 T.W. Alexander Drive, Research Triangle Park, North Carolina 27709, on behalf of itself and any of its wholly owned subsidiaries which may sign and Engagement Letter as hereinafter defined (“Talecris”). For purposes of this Agreement, COAC and Talecris each may be referred to individually as a “Party” and together, as the “Parties”.
VOTING AGREEMENT CONTRATO DE COMPROMISOS RELATIVOS AL VOTOVoting Agreement • June 10th, 2010 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • Delaware
Talecris and the Shareholder shall be hereinafter referred to, jointly, as the “Parties” and, each of them, as a “Party”. Talecris y el Accionista serán referidos, conjuntamente, como las “Partes” y cada uno de ellos como una “Parte”.
AGREEMENT ***TEXT OMITTED AND SUBMITTED SEPARATELY PURSUANT TO CONFIDENTIAL TREATMENT REQUEST UNDER 17 C.F.R. SECTIONS 200.80(b)(4) AND 230.406 BETWEEN AND AMONGST HÉMA-QUÉBEC AND TALECRIS BIOTHERAPEUTICS LTD. AND TALECRIS BIOTHERAPEUTICS INC.Fractionation Services and Commercial Products Agreement • September 11th, 2009 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • Ontario
NOW THEREFORE in consideration of the premises, covenants and agreements contained herein and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
SECOND AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 24th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • New York
THIS SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) is entered into on June , 2007 by and among IBR-BYR L.L.C., a Louisiana limited liability company (“IBR BYR”), International BioResources, L.L.C., a Louisiana limited liability company (the “Parent”), IBR Plasma Centers, L.L.C., a Louisiana limited liability company (“IBR PC” and, collectively with IBR BYR and the Parent, the “Acquired Asset Entities”), Talecris Biotherapeutics Holdings Corp., a Delaware corporation (“Holdings”), and Talecris Plasma Resources, Inc., a Delaware corporation (the “Buyer”). The Buyer, Holdings and the Acquired Asset Entities sometimes are referred to collectively herein as the “Parties.”
SECOND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 2nd, 2009 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • New York
THIS EMPLOYMENT AGREEMENT between Talecris Biotherapeutics Holdings Corporation (the “Company”) and Lawrence D. Stern (the “Executive”) (together, the “Parties”) was effective as of April 1, 2005 (the “Effective Date”) and was amended and restated as of April 1, 2007 (the “Original Restatement Date”), with all terms retroactive to such date, and is hereby amended and restated as of January 1, 2009 (the “Second Restatement Date”).
Lawrence D. SternYour Employment Agreement • June 8th, 2010 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations
Your employment agreement (“Agreement”) dated as of September 05, 2006 and amended and restated as of September 5, 2008 and again as of November 6, 2008, between you and Talecris Biotherapeutics Holdings Corp. (the “Company”) expires as of September 4, 2010.
Third Amendment to Plasma Sale/Purchase AgreementPlasma Sale/Purchase Agreement • October 19th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations
This Third Amendment to Plasma Sale/Purchase Agreement (the “Third Agreement”) is made and entered into by and between ZLB Bioplasma Inc., a Delaware corporation doing business as ZLB Plasma Services (“ZLB”), having an address at 5201 Congress Avenue Suite 220, Boca Raton, Florida 33487, and Talecris Biotherapeutics, Inc., a Delaware Corporation (“Talecris”), having an address at 8368 U.S. Highway 70W, Clayton, North Carolina 27520. This Third Amendment is made effective as of January 1, 2006 (the “Effective Date”).
SECOND EXTENSION AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • July 2nd, 2009 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations
Talecris Biotherapeutics Holdings Corporation (the “Company”) and Lawrence D. Stern (the “Executive”) (together, the “Parties”) are parties to an employment agreement (the “Employment Agreement”) effective as of April 1, 2005 and amended and restated as of April 1, 2007, and further amended and restated as of January 1, 2009, and further amended as of March 30, 2009. This amendment shall be effective as of May 21, 2009 (“Extension Date”).
ASSET PURCHASE AGREEMENT BY AND AMONG IBR-BYR L.L.C., INTERNATIONAL BIORESOURCES, L.L.C.,Asset Purchase Agreement • September 24th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • New York
This Asset Purchase Agreement (this “Agreement”) is made and entered into on October 31, 2006, by and among IBR-BYR L.L.C., a Louisiana limited liability company (“IBR BYR”), International BioResources, L.L.C., a Louisiana limited liability company (the “Parent”), IBR Plasma Centers, L.L.C., a Louisiana limited liability company (“IBR PC” and, collectively with IBR BYR and the Parent, the “Acquired Asset Entities”), Talecris Biotherapeutics Holdings Corp., a Delaware corporation (“Holdings”), and Talecris Plasma Resources, Inc., a Delaware corporation (the “Buyer”). The Buyer, Holdings and the Acquired Asset Entities sometimes are referred to collectively herein as the “Parties.”
PLASMA SALE/PURCHASE AGREEMENTPlasma Sale/Purchase Agreement • July 21st, 2009 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • Delaware
This Plasma Sale/Purchase Agreement and its Schedules (the “Agreement”) is entered into as of August 12, 2008 by and between ZLB Bioplasma Inc., a Delaware corporation doing business as ZLB Plasma, having an address at 5201 Congress Avenue, Suite 220, Boca Raton, Florida 33487 (“ZLB”), and Talecris Biotherapeutics, Inc., a Delaware corporation, having an address at 8368 U.S. Highway 70W, Clayton, NC 27520 (“Talecris”). ZLB and Talecris are at times referred to in this Agreement individually as a “Party” and/or collectively as the “Parties.”
EUROPEAN PRODUCT SALES AGREEMENT (PHASE I) BY AND BETWEEN BAYER BIOLOGICALS S.R.L. MILAN, ITALY AND TALECRIS BIOTHERAPEUTICS, GMBH FRANKFURT, GERMANYEuropean Product Sales Agreement • October 19th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations
This AMENDED AND RESTATED EUROPEAN PRODUCT SALES AGREEMENT (PHASE 1) (this “Agreement”) is entered into as of April 1, 2007 (“Effective Date”), by and between Talecris Biotherapeutics, GmbH, (“Talecris GmbH”) of Frankfurt, Germany and Bayer Biologicals S.r.l., Viale Certosa 130, Milan, Italy, Companies Register C.C.I.A.A. Milano n 1717/97 (“Rosia,” along with Talecris GmbH, the “Parties”). This Agreement, unless terminated earlier pursuant to Article 13 of this Agreement, will expire on December 31, 2008.
September 15, 2006Talecris Biotherapeutics Holdings Corp. • August 19th, 2009 • Pharmaceutical preparations
FURTHER ASSIGNMENT AND EXTENSION AGREEMENTAssignment and Extension Agreement • October 19th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • Ontario
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:
Lawrence D. SternYour Employment Agreement • June 8th, 2010 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations
Your employment agreement (“Agreement”) dated as of September 14, 2005 and amended and restated as of October 10, 2008 between you and Talecris Biotherapeutics Holdings Corp. (the “Company”) expires as of October 9, 2010.
ContractTalecris Biotherapeutics Holdings Corp. • October 19th, 2007 • Pharmaceutical preparations
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”).
RETAINED INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • September 24th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • New York
This Retained Intellectual Property License Agreement, dated as of March 31, 2005 (this “Agreement”), is by and between Bayer Healthcare LLC, a limited liability company organized under the laws of the State of Delaware (“Bayer”), and Talecris Biotherapeutics, Inc. (f/k/a NPS BioTherapeutics, Inc.), a corporation organized under the laws of the Sate of Delaware (“Newco”).
TALECRIS BIOTHERAPEUTICS HOLDINGS CORP. 2009 LONG-TERM INCENTIVE PLANShares Award Agreement • February 23rd, 2011 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • Delaware
This Award is conditioned on your execution of this Award Agreement within twenty (20) days after the Grant Date specified in Section 1 below. By executing this Award Agreement, you will be irrevocably agreeing that all of your rights under this Award will be determined solely and exclusively by reference to the terms and conditions of the Plan, subject to the provisions set forth below. As a result, you should not execute this Award Agreement until you have carefully considered the terms and conditions of the Plan and this Award, plus the information disclosed within the attached Plan prospectus and (ii) consulted with your personal legal and tax advisors about all of these documents.
Second Amendment to Plasma Sale/Purchase AgreementPlasma Sale/Purchase Agreement • October 19th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations
This Second Amendment to Plasma/Sale Purchase Agreement (the “Second Amendment”) is made and entered into, effective as of October 13, 2005 (the “Effective Date”), by and between ZLB Bioplasma Inc., doing business as ZLB Plasma Services (“ZLB”) and Talecris Biotherapeutics, Inc., a Delaware Corporation, having an address at 8368 U.S. Highway 70W, Clayton, North Carolina 27520 (“Talecris”), successor in interest to Bayer Healthcare L.L.C.
ESCROW AGREEMENTEscrow Agreement • September 24th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • New York
DISTRIBUTION AGREEMENTDistribution Agreement • October 19th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations
THIS DISTRIBUTION AGREEMENT (this “Agreement”) is entered into as of March 31, 2005 (the “Effective Date”) by and between Talecris BioTherapeutics, Inc. (f/k/a NPS BioTherapeutics, Inc. (“Newco”), Bayer Biologicals S.r.l. (“B.Biologicals”) and, Bayer Healthcare LLC, and such Distributors as may hereinafter execute Exhibit J which is attached hereto. Newco, B.Biologicals and each Distributor (as listed on Exhibit A and upon execution of Exhibit J) (each a “Distributor”) are collectively hereinafter referred to as the “Parties”.
SUPPLY AGREEMENT BY AND BETWEEN BAYER HEALTHCARE LLC BIOLOGICAL PRODUCTS DIVISION BERKELEY, CALIFORNIA AND TALECRIS BIOTHERAPEUTICS, INC. RALEIGH, NORTH CAROLINASupply Agreement • October 19th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • New York
THIS SUPPLY AGREEMENT (this “Agreement”) is entered into as of March 31, 2005 (the “Effective Date”), by and between Bayer HealthCare LLC, Biological Products Division (“Bayer”) and Talecris Biotherapeutics, Inc. (f/k/a NPS BioTherapeutics, Inc.) (“Supplier,” along with Bayer, the “Parties”).
REVOLVING CREDIT AGREEMENT dated as of December 6, 2006 among TALECRIS BIOTHERAPEUTICS HOLDINGS CORP. TALECRIS BIOTHERAPEUTICS, INC. PRECISION PHARMA SERVICES, INC. and TALECRIS PLASMA RESOURCES, INC. as Borrowers, The Lenders Party Hereto, WACHOVIA...Revolving Credit Agreement • September 24th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • New York
REVOLVING CREDIT AGREEMENT dated as of December 6, 2006 (as it may be amended or modified from time to time, this “Agreement”), among TALECRIS BIOTHERAPEUTICS HOLDINGS CORP., a Delaware corporation, TALECRIS BIOTHERAPEUTICS, INC., a Delaware corporation, PRECISION PHARMA SERVICES, INC., a Delaware corporation, TALECRIS PLASMA RESOURCES, INC., a Delaware corporation, the Lenders party hereto, WELLS FARGO FOOTHILL, INC., as Collateral Agent, and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, Issuing Bank and Swingline Lender.
ContractTalecris Biotherapeutics Holdings Corp. • October 19th, 2007 • Pharmaceutical preparations
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”).
JOINT FILING AGREEMENT OF Ampersand 1999 Limited Partnership Ampersand 2001 Limited Partnership AMP-99 Management Company Limited Liability Company AMP-01 Management Company Limited Liability CompanyJoint Filing Agreement • February 16th, 2010 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations
The undersigned persons agree and consent pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, as of the date set forth below, to the joint filing on their behalf of the Schedule 13G, including any and all amendment thereto, to which this Exhibit is attached, in connection with their beneficial ownership of the common stock of Talecris Biotherapeutics Holdings Corp. at December 31, 2009 and agree that such statement is filed on behalf of each of them.
STOCKHOLDERS AGREEMENT among TALECRIS BIOTHERAPEUTICS HOLDINGS CORP. TALECRIS HOLDINGS, LLC and BAYER HEALTHCARE LLC AND ITS AFFILIATES PARTY HERETO Dated as of March 31, 2005Stockholders Agreement • August 19th, 2009 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • Delaware
STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of March 31, 2005 (the “Effective Date”), among TALECRIS BIOTHERAPEUTICS HOLDINGS CORP., a Delaware corporation (the “Company”), TALECRIS HOLDINGS, LLC, a Delaware limited liability company (“Talecris LLC”), BAYER HEALTHCARE LLC, a Delaware limited liability company (“Bayer”), and the Affiliates of Bayer listed on Schedule I hereto (together with Bayer, the “Bayer Parties”). Talecris LLC and the Bayer Parties are collectively referred to as the “Stockholders”. Capitalized terms not defined herein have the meanings assigned to them in the Joint Contribution Agreement (as defined below).
FIRST LIEN TERM LOAN CREDIT AGREEMENT dated as of December 6, 2006 among TALECRIS BIOTHERAPEUTICS HOLDINGS CORP. TALECRIS BIOTHERAPEUTICS, INC. PRECISION PHARMA SERVICES, INC. and TALECRIS PLASMA RESOURCES, INC. as Borrowers, The Lenders Party Hereto,...First Lien Term Loan Credit Agreement • September 24th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • New York
FIRST LIEN TERM LOAN CREDIT AGREEMENT dated as of December 6, 2006 (as it may be amended or modified from time to time, this “Agreement”), among TALECRIS BIOTHERAPEUTICS HOLDINGS CORP., a Delaware corporation, TALECRIS BIOTHERAPEUTICS, INC., a Delaware corporation, PRECISION PHARMA SERVICES, INC., a Delaware corporation, TALECRIS PLASMA RESOURCES, INC., a Delaware corporation, the Lenders party hereto, and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent.
