SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT
THIS SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT , dated as of the 14th day of November, 2006 (this
“Amendment” ), is between Nabi Biopharmaceuticals, a Delaware corporation (the “Seller” ), and Fresenius USA
Manufacturing, Inc., a Delaware corporation (the “Buyer” ), and amends the Asset Purchase Agreement (the “Purchase
Agreement” ), dated as of October 11, 2006, by and between the Buyer and the Seller.
Pursuant to the Purchase Agreement, the Buyer agreed to purchase from the Seller, and the Seller agreed to sell to the
Buyer, the Seller’s PhosLo Business.
The Buyer and the Seller desire to amend the Purchase Agreement as provided herein.
STATEMENT OF AGREEMENT
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Capitalized Terms . Capitalized terms used herein without definition shall have the meanings given to them in the
Section 2. ASN Milestone . Section 3.11(b)(iv) of the Purchase Agreement is hereby amended by substituting the amount
“$3,000,000” for the amount “$2,500,000.”
Section 3. ASN Costs . The Seller hereby agrees to pay up to $[********] of the costs listed on Schedule 1 hereto, which
are the costs of the PhosLo Business to be incurred in connection with the 2006 meeting of the American Society of
Nephrology. If more than $[********] of such costs are paid by the Seller, the Buyer shall reimburse such costs to the Seller,
up to a maximum amount of $[*******], promptly upon request therefor. If the aggregate amount of the Seller’s payments
hereunder total less than $[********], the Seller shall, promptly upon the request of the Buyer, pay such shortfall to the Buyer
as reimbursement of certain other expenses of the Buyer with respect to such meeting, so that the Seller’s payments hereunder
Section 4. Effectiveness of this Amendment . This Amendment shall be effective upon execution hereof by the parties
Section 5. Effect of