[*****] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
Braintree Laboratories, Inc.
60 Columbian Street West
Braintree, MA 02185-0929
5800 Park of Commerce Boulevard, N.W.
Boca Raton, FL 33487
Reference is made to the Asset Purchase Agreement dated as of June 23, 2003 (the “Purchase Agreement”) between
Braintree Laboratories, Inc. (“Braintree”) and Nabi Biopharmaceuticals (“Nabi”) pursuant to which Braintree sold to Nabi certain
assets related to PhosLo ® and to the Promissory Note issued by Nabi to Braintree on August 4, 2003 in the original principal
amount of $25,000,000 (the “Note”).
In connection with the proposed transfer by Nabi to Fresenius USA Manufacturing, Inc. (“Fresenius”) of certain assets
related to PhosLo pursuant to the terms of an Asset Purchase Agreement dated October 11, 2006 between Nabi and Fresenius
(the “Fresenius Sale”), Nabi and Braintree have agreed to provide certain accommodations to each other as follows:
1. Effective upon the closing of the Fresenius Sale, Section 7.5(a)(iii) of the Purchase Agreement shall be automatically
amended by deleting the reference therein to “$[*************]” and inserting in lieu thereof “$[*************]” and
Section 7.5(a)(iv) of the Purchase Agreement shall be automatically amended by deleting the reference therein to
“$[*************]” and inserting in lieu thereof “$[************].”
2. Concurrently with the closing of the Fresenius Sale, Braintree and Nabi shall sign and become a party to the Escrow
Agreement attached hereto as Exhibit A and in connection therewith, Nabi shall deposit in the escrow established pursuant to
such agreement $10,840,580.73, representing all amounts owing to Braintree to under Section 2.2(a)(iii) of the Purchase
Agreement and under the Note.
3. In all other respects, the Purchase Agreement and the Note shall remain unmodified and in full fo