AMENDMENT NO. 2 TO AGREEMENT NO. 200600447 BETWEEN AMGEN USA INC. AND FRESENIUS MEDICAL CARE HOLDINGS, INC.

Exhibit 10.3

CONFIDENTIAL TREATMENT

AMENDMENT NO. 2 TO AGREEMENT NO. 200600447
BETWEEN AMGEN USA INC. AND FRESENIUS MEDICAL CARE HOLDINGS, INC.

This Amendment No. 2 (“Amendment No. 2”) to Agreement No. 200600447 (the “Agreement”) is being entered into by and among Amgen USA Inc. (“Amgen”), a wholly-owned subsidiary of Amgen Inc.; Amgen Inc.; and Fresenius Medical Care Holdings, Inc. (“FMCH”) (Amgen and FMCH each a “Party” and together, the “Parties”). This Amendment No. 2 shall be effective ten (10) days after the last party has executed this Amendment No. 2 (“Amendment No. 2 Effective Date”).

WHEREAS, Amgen and FMCH have entered into that certain Sourcing & Supply Agreement No. 200600447, effective on October 1, 2006; and

WHEREAS, Amgen and FMCH mutually desire to amend the Agreement as stated below.

NOW, THEREFORE, in consideration of the premises and the mutual promises and undertakings herein contained, the parties hereto agree as follows:

Section 1.  Definitions; References.  Unless otherwise specifically defined herein, each term used herein, which is defined in the Agreement, shall have the meaning assigned to such term in the Agreement. Except as amended and supplemented hereby, all of the terms of the Agreement are incorporated herein by reference, shall remain and continue in full force and effect and are hereby ratified and confirmed in all respects.

Section 2.  [*]

Section 3.  [*]

Section 4.  [*]

Section 5.  [*]

Section 6.  [*]

Section 7.  [*]

Section 8.  [*]

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Agreement No. 200600447 — Amend No. 2 Ver. FMCHA2_053107_1306E

Fax No. 000-000-0000 ACIS 00000                  

XXXXXXXXXXXX TREATMENT

AMENDMENT NO. 2 TO AGREEMENT NO. 200600447
BETWEEN AMGEN USA INC. AND FRESENIUS MEDICAL CARE HOLDINGS, INC.

All other terms and conditions of the Agreement remain unchanged and in full force and effect.

The Parties have executed this Amendment No. 2 by their designated representatives set forth below.

AMGEN USA INC.		FRESENIUS MEDICAL CARE HOLDINGS, INC.
By: /s/  Xxxx Xxxxxxxx		By: /s/  Xxxxxx X. XxXxxxx
Name (print):Xxxx Xxxxxxxx		Name (print): Xxxxxx X. XxXxxxx
Title: Executive Director, Pricing & Contracts		Title: Vice President
Date: June 4, 2007		Date: June 4, 2007
AMGEN INC. with respect to certain provisions of the Agreement as set forth in the Agreement
By: /s/  Xxxxx Xxxxxx
Name (print): Xxxxx Xxxxxx
Title: General Manager
Date: June 4, 2007

Agreement No. 200600447 — Amend No. 2 Ver. FMCHA2_053107_1306E

Fax No. 000-000-0000 ACIS 10518