This Consulting Agreement (this "Agreement") is entered into as of May 1, 2000 (the "Effective Date") between
Baxter International Inc., a Delaware corporation (the "Company"), and Arnold J. Levine, Ph.D. (the
WHEREAS, the Company desires to obtain the benefit of the Consultant's knowledge and experience by
retaining the Consultant, and the Consultant desires to accept such position, upon the terms and subject to the
conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein, the adequacy
and sufficiency of which are hereby acknowledged, the Company and the Consultant hereby agree as follows:
1. Term of Agreement. The Company hereby agrees to retain the Consultant as a consultant, and the Consultant
hereby agrees to be retained by the Company, upon the terms and subject to the conditions hereof for the period
(the "Consulting Period") commencing on the Effective Date and ending on the date which is the tenth annual
anniversary of the Effective Date, unless earlier terminated pursuant to Section 5 hereof.
2. Consulting Services. During the Consulting Period, the Consultant shall make himself available to perform
consulting services with respect to the businesses conducted by the Company. Such consulting services shall be
related to such matters as the Chief Executive Officer of the Company may designate from time to time. The
Consultant shall comply with reasonable requests for the Consultant's consulting services and shall devote
reasonable time and his reasonable best efforts, skill and attention to the performance of such consulting services,
including travel reasonably required in the performance of such consulting services.
3. Independent Contractor Status. The Consultant shall perform the consulting services described in Section 2
hereof as an independent contractor without the power to bind or represent the Company for any purpose
whatsoever. The Consultant shall not, by v