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Exhibit 10.40
[*****] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.
Execution Copy
Braintree Laboratories, Inc.
60 Columbian Street West
Braintree, MA 02185-0929
Nabi Biopharmaceuticals
5800 Park of Commerce Boulevard, N.W.
Boca Raton, FL 33487
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Re:
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Asset Purchase Agreement dated as of
June 23, 2003 between Braintree Laboratories, Inc. and Nabi
Biopharmaceuticals
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Gentlemen:
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 b
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