TRANSITION SERVICES AGREEMENT

Exhibit 10.2

TRANSITION SERVICES AGREEMENT

THIS TRANSITION SERVICES AGREEMENT (this “ Agreement ”), is entered into as of December 4, 2007 (the “ Effective Date ”), by and among Nabi Biopharmaceuticals, a Delaware corporation (“ Seller ”), and Biotest Pharmaceuticals Corporation, a Delaware corporation (“ Buyer ”, and with Seller, each a “ Party ”, and collectively, the “ Parties ”).

WHEREAS , Seller and Buyer are parties to that certain Asset Purchase Agreement dated as of September 11, 2007 (“ Asset Purchase Agreement ”), pursuant to which, Seller agreed to sell to Buyer, and Buyer agreed to acquire from Seller, the Purchased Assets (as defined in the Asset Purchase Agreement);

WHEREAS , in connection with the Asset Purchase Agreement, Seller and Buyer desire to enter into, and are entering into, this Agreement for the purpose of setting forth the terms and conditions pursuant to which Seller will use commercially reasonable efforts to provide, or to cause to be provided, certain services and transition assistance to Buyer in connection with its acquisition of the Purchased Assets and Buyer will use commercially reasonable efforts to provide, or to cause to be provided, certain services and transition assistance to Seller; and

NOW, THEREFORE , in consideration of the premises, the covenants and agreements contained in this Agreement and the Asset Purchase Agreement, and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, Seller and Buyer agree as follows:

ARTICLE 1

DEFINITIONS AND REFERENCES

Capitalized terms used in this Agreement and not defined herein shall have the meanings given to such terms in the Asset Purchase Agreement.

Unless the context of this Agreement otherwise requires: (a) words of any gender include each other gender; (b) words using the singular or plural number also include the plural or singular number, respectively; (c) the terms “hereof,” “herein,” “hereby” and derivative or similar words refer to this entire Agreement; (d) all references herein to “Articles” or “Sections” are to Articles or Sections of this Agreement; (e) the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”; and (f) references to a Person are also to its successors and permitted assigns.

ARTICLE 2

BUYER TRANSITION ASSISTANCE

Subject to the terms and conditions of this Agreement, Seller shall use commercially reasonable efforts to provide, or to cause to be provided, to Buyer the services set forth in Exhibit A (“ Buyer Transition Services ”) from and after the Effective Date until the earlier of (a) six (6) months following the Effective Date, or (b) Buyer’s written notice to Seller advising Seller that the Buyer Transition Services, or any certain component thereof, are no longer required by Buyer (the “ Buyer Transition Period ”). To the extent that a Seller Shared Use Asset was not split or segregated by Closing pursuant to Section 6.7(d) of the Asset Purchase Agreement, Seller agrees to use commercially reasonable efforts to allow Buyer to continue to use such Seller Shared Use Asset during the Term (as defined in Section 8.1 below), passing through to Buyer any costs and any benefits directly related to Buyer’s use of such Seller Shared Use Asset, and to continue to work in good faith during the Term to split or segregate such Seller Shared Use Asset. For the avoidance of doubt, Buyer shall have the right to terminate one or more specific Buyer Transition Services prior to the date that is six (6) months following the Effective Date, while continuing other Buyer Transition Services.

Seller warrants that it will perform the Buyer Transition Services in a professional and workmanlike manner and, where applicable, Seller shall use reasonable efforts to perform the Buyer Transition Service in accordance with Seller’s past practices and standard operating procedures prior to the Closing, provided , however , that Seller shall not be obligated to hire additional employees or engage any outside contractors or external resources to perform any requested Buyer Transition Service. If Buyer requests Buyer Transition Services that would require Seller to hire additional employees or engage any outside contractors or external resources for performance of such services, Seller will promptly notify Buyer and the Parties will discuss in good faith terms under which Seller shall provide such Buyer Transition Services, provided, that absent agreement otherwise by the Parties, the requested services will not be provided. Seller’s provision of the Buyer Transition Services during the Buyer Transition Period shall not confer upon Seller, or imply or be construed as vesting in Seller, any ownership or management rights with respect to the Purchased Assets, and, subject to the Asset Purchase Agreement as amended by that certain Letter Agreement between the Parties with respect to certain Florida regulatory matters, Buyer shall at all times after the Effective Time be the owner of the Purchased Assets with all the rights of, and responsibility for, the management and ownership of the Purchased Assets and all activities ancillary or incident thereto.

Seller shall, and shall cause its respective employees to, comply with all Applicable Laws in connection with the provision of the Buyer Transition Services.

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Seller shall keep complete, accurate and detailed records in connection with this Agreement and all matters associated with Seller’s rendering of Buyer Transition Services. Such records shall be kept in sufficient detail to permit independent audit of such records. Seller shall, at Buyer’s request and expense, make such records available upon reasonable notice during business hours for examination by Buyer, its legal representatives, or its independent certified public accountants or auditors as designated by Buyer and approved by Seller, which approval shall not be unreasonably withheld or delayed.

Buyer acknowledges that Seller has provided considerable transition services during the period between execution of the Asset Purchase Agreement and the Closing (the “ Pre-Closing Transition Services ”). The Pre-Closing Transition Services have been provided at the request of and subject to the direction and oversight of Buyer.

Seller will provide office space and administrative support, as reasonably requested by Buyer, for Buyer personnel and outside consultants in connection with Buyer’s clinical and regulatory transition activities (including meetings between Seller personnel and Buyer personnel).

ARTICLE 3

SELLER TRANSITION ASSISTANCE

Subject to the terms and conditions of this Agreement, Buyer shall use commercially reasonable efforts to provide, or to cause to be provided, to Seller the services set forth in Exhibit B (“ Seller Transition Services ”) from and after the Effective Date until the earlier of (a) six (6) months following the Effective Date, or (b) Seller’s written notice to Buyer advising Buyer that the Seller Transition Services, or any certain component thereof, are no longer required by Seller (the “ Seller Transition Period ”). To the extent that a Buyer Shared Use Asset was not split or segregated by Closing pursuant to Section 6.7(d) of the Asset Purchase Agreement, Buyer agrees to use commercially reasonable efforts to allow Seller to continue to use such Buyer Shared Use Asset during the Term, passing through to Seller any costs and any benefits directly related to Seller’s use of such Buyer Shared Use Asset, and to continue to work in good faith during the Term to split or segregate such Buyer Shared Use Asset. For the avoidance of doubt, Seller shall have the right to terminate one or more specific Seller Transition Services prior to the date that is six (6) months following the Effective Date, while continuing other Seller Transition Services.

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Buyer warrants that it will perform the Seller Transition Services in a professional and workmanlike manner and, where applicable, Buyer shall use reasonable efforts to perform the Seller Transition Services in accordance with Seller’s past practices and standard operating procedures prior to the Closing, provided , however , that Buyer shall not be obligated to hire additional personnel or engage any outside contractors or external resources to perform any requested Seller Transition Service. If Seller requests Seller Transition Services that would require Buyer to hire additional personnel or engage any outside contractors or external resources for performance of such services, Buyer will promptly notify Seller and, absent agreement otherwise by the Parties, the requested services will not be provided. Buyer’s provision of the Seller Transition Services during the Seller Transition Period shall not confer upon Buyer, or imply or be construed as vesting in Buyer, any ownership or management rights with respect to the Excluded Assets, and Seller shall at all times be the owner of the Excluded Assets with all the rights of, and responsibility for, the management and ownership of the Excluded Assets and all activities ancillary or incident thereto.

Buyer shall, and shall cause its respective employees to, comply with all Applicable Laws in connection with the provision of the Seller Transition Services.

Buyer shall direct Seller’s former employees or other accounting employees to (i) invoice payors with respect to unbilled Accounts Receivable in a manner and on a timetable consistent with Seller’s operations prior to Closing, (ii) use commercially reasonably efforts to collect Accounts Receivable for the benefit of Seller in a manner consistent with Seller’s practices as of the Effective Date, and (iii) prepare and deliver to Seller periodic billing and collection reports consistent with Seller’s practices as of the Effective Date. All amounts collected by Buyer with respect to Accounts Receivable of the Seller will be remitted to Seller no later than five (5) Business Days after such amount was received by Buyer.

Buyer shall keep complete, accurate and detailed records in connection with this Agreement and all matters associated with Buyer’s rendering of Seller Transition Services. Such records shall be kept in sufficient detail to permit independent audit of such records. Buyer shall, at Seller’s request and expense, make such records available upon reasonable notice during business hours for examination by Seller, its legal representatives, or its independent certified public accountants or auditors as designated by Seller and approved by Buyer, which approval shall not be unreasonably withheld or delayed.

Buyer will provide, consistent with past Seller practices, reasonable office space and reasonable administrative support on reasonable notice during regular business hours at Buyer’s Boca Raton facility for Seller’s outside audit team (currently Ernst &

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Young), Seller’s outside Sarbanes-Oxley consultant (currently AFS) and certain Seller personnel in connection with the completion of the audit of Seller’s financial statements for the fiscal year ending December 31, 2007, Seller’s compliance activities under the Sarbanes-Oxley Act of 2002 (“ Sarbanes-Oxley ”), and the preparation of financial statements and reports to be filed with the Securities and Exchange Commission (“ SEC ”) under the Securities Exch