NEXELL THERAPEUTICS INC
SUBLICENSE AGREEMENT OF THE SECOND BD
<DOCUMENT>
<TYPE>EX-10.91
<SEQUENCE>6
<FILENAME>dex1091.txt
<DESCRIPTION>SUBLICENSE AGREEMENT OF THE SECOND BD
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.91

                             SUBLICENSE AGREEMENT
                                    OF THE
                             SECOND BD SUBLICENSE

     This SUBLICENSE AGREEMENT OF THE SECOND BD SUBLICENSE ("Agreement"), dated
                                                             ---------
as of August 31, 2001 ("Effective Date") is entered into by and between Baxter
                        --------------
Healthcare Corporation, a Delaware corporation having its principal place of
business at One Baxter Parkway, Deerfield, Illinois 60015 ("Baxter"), and Nexell
                                                            ------
of California, Inc. f/k/a BIT Acquisition Corporation, a Delaware corporation
having its principal place of business at Nine Parker, Irvine, California 92618
("Nexell").
  ------

                                   RECITALS

     WHEREAS, Baxter and Nexell entered into a certain Second BD Sublicense
Agreement, dated December 17, 1997 (the "Second BD Sublicense"), annexed as
                                         --------------------
Exhibit A hereto, under which Baxter granted to Nexell certain rights under that
certain License Agreement between Baxter and Becton, Dickenson and Company
("Becton"), dated June 1, 1993 (the "Second BD License").
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     WHEREAS, the parties desire to reaffirm the Second BD Sublicense and each
party's respective rights and obligations thereunder.

     WHEREAS, Nexell desires to sublicense to Baxter certain rights under the
Second BD Sublicense in order to enable Baxter to perform its sales, marketing
and distribution obligations under that certain Distribution and License
Agreement by and between Nexell and Baxter dated as of August 31, 2001 (the
"Distribution and License Agreement").
 ----------------------------------

                                   AGREEMENT

     NOW THEREFORE, for good and valuable consideration, including the promises
contained herein, the parties do hereby agree to be bound as follows:

1.   Definitions

     1.1  Terms Defined in the Second BD Sublicense. Capitalized terms not
          -----------------------------------------
          otherwise defined herein shall have the meanings given them in the
          Second BD Sublicense.

     1.2  As used herein, the following terms shall have the specified meaning:

          (a)  "Cell Lines" shall mean the cell lines specified in Schedule
                ----------                                         --------
               1.2(a).
               ------
          (b)  "Licensed Intellectual Property" shall mean any intellectual
                ------------------------------
               property comprising the intellectual property licensed under the
               Second BD Sublicense.
<PAGE>

          (c)  "Non-Compete Agreement" shall mean the Non-Competition and
                ----------------------
               Confidentiality Agreement, by and among Baxter, Nexell, and VIMRx
               Pharmaceuticals Inc., dated as of December 18, 1997, as amended.

          (d)  "Products" shall have the meaning ascribed to it in the
                --------
               Distribution and License Agreement.

          (e)  "Product Categories" shall have the meaning ascribed to it in the
                ------------------
               Distribution and License Agreement.

          (f)  "Supply Agreement" shall mean the Supply Agreement by and between
                ----------------
               Baxter and Nexell dated as of August 31, 2001.

2.   Reaffirmation of the Second BD Sublicense and Second BD License

     2.1  Baxter agrees that this Agreement is subject to the terms and
          conditions of the Second BD Sublicense and the Second BD License, all
          the terms of which are hereby incorporated by reference into this
          Agreement. The parties agree that this Agreement shall be interpreted
          in a manner so as to be consistent with the Second BD Sublicense and
          the Second BD License.

     2.2  Nexell agrees that this Agreement is subject to the terms and
          conditions of the Second BD License and the Second BD Sublicense
          including, without limitation, Nexell's obligations under Sections
          2.2, 4, 5.1, 6.1, and 8.4 of the Second BD Sublicense.

     2.3  Baxter agrees to pay, perform, discharge or otherwise satisfy, or
          cause to be paid, performed, discharged or otherwise satisfied the
          obligations under the Second BD License arising on or after the date
          hereof with respect to any Products sold by Baxter by transmitting any
          and all payments and reports directly to Becton, with simultaneous
          written notice thereof to Nexell.

3.   License Grant by Nexell to Baxter

     3.1  License. Nexell hereby grants to Baxter: (i) an exclusive (even as to
          -------
          Nexell), worldwide license under the Licensed Intellectual Property to
          market and sell the Products, and any components thereof; (ii) an
          exclusive (except as to Nexell), worldwide license under the Licensed
          Intellectual Property to make, have made and import the Products, and
          any components thereof; (iii) an exclusive (even as to Nexell)
          worldwide license under the Licensed Intellectual Property to use the
          Products and components solely for the distribution purpose set forth
          in Section 5 of the Distribution and License Agreement; and (iv) an
          exclusive (except as to Nexell), worldwide license under the Licensed
          Intellectual Property for internal research and development purposes
          (including clinical trials) to improve Products for Ex Vivo Cell
          Processing (as such term is defined in the Non-Compete Agreement) (the
          "License"). The foregoing license rights shall not include the right
           -------
          for Baxter to use the Licensed Intellectual Property to practice Ex
          Vivo Cell Processing commercially. Either party shall have the right
          to sublicense its rights

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<PAGE>

          described in this Section 3.1, provided such party has obtained the
          other party's prior written consent (such consent not to be
          unreasonably withheld or delayed) and any such sublicensee agrees to
          be bound by the terms and conditions of this Agreement and the Non-
          Compete Agreement (the terms of which shall be binding upon any
          sublicensee in the same manner and to the same extent such terms bind
          the applicable licensor).

     3.2  Maintenance of Cell Lines. Baxter shall at all times endeavor to keep
          -------------------------
          the Cell Lines secure and safe from loss and damage in such a manner
          as Baxter shall determine in accordance with Baxter's Standard
          Operating Procedures System (as such term is defined in the Supply
          Agreement) and consistent with Baxter's efforts to protect its own
          cell lines. Upon transferring any portion of a master or working cell
          bank to Nexell, or to Nexell's designee, at Nexell's request, Baxter
          shall conduct viability testing prior to shipment of such master or
          working cell bank and shall retain reports of such testing for
          Nexell's inspection. Nexell shall assume full responsibility for
          shipping such master or working cell banks and all such shipments
          shall be FOB the facilities where such master or working cell banks
          are kept by Baxter. Notwithstanding anything to the contrary set forth
          in this Section 3.2, Baxter shall have no obligation to maintain any
          Cell Line, at its expense, if Baxter elects, in its sole discretion,
          to cease selling such Cell Line. In such an event, Baxter shall notify
          Nexell and Nexell shall inform Baxter as to how Baxter should dispose
          of any such Cell Line.

4.   Notification of Payments and Reports

     Each party shall notify the other party of any payment, royalty payment,
FDA marketing approval and first commercial sale in each country where such sale
is made and shall provide the other party with copies of any payment or report
transmitted to Becton concurrent with the transmittal of same to Becton.

5.   Nexell's Rights to Avoid Termination of the Second BD Sublicense;
     Termination; Non-Modification; Exclusivity

     5.1  Baxter shall provide Nexell with written notice within three (3)
          business days of the occurrence of any of the following:

          (a)  Failure to meet its royalty payment obligations under the Second
               BD License and the Second BD Sublicense;

          (b)  Baxter's material breach of any other obligation under the Second
               BD License;

          (c)  Receipt of any notification or other communication relating or
               otherwise referring to Baxter's alleged breach of its
               responsibilities under the Second BD License or threatening
               termination of the Second BD License.

     5.2  After receipt of notice under Section 5.1 above, or, in the event that
          Nexell, in good faith, after consultation with Baxter, reasonably
          believes that the Second BD

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<PAGE>

          License will be terminated absent action by Nexell, Nexell may, at its
          option, take such actions it considers to be reasonably necessary in
          order to avoid such termination. To the extent Nexell advances
          payments on Baxter's behalf, such payment shall be considered a loan
          to Baxter. Interest on the amount advanced shall accrue and be payable
          from the date advanced at a rate of 1% per month (or the highest rate
          allowed by law, if lower) compounded annually, until fully paid
          (including full payment of such interest).

     5.3  Final Notice to Cure. In the event Nexell exercises its rights under
          --------------------
          Section 5.2 above, Nexell shall be entitled to terminate this
          Agreement, provided, Nexell serves Baxter with thirty (30) days prior
          notice of its intention to terminate, and gives Baxter the opportunity
          to cure the breach which necessitated Nexell's action under Section
          5.2 above, including the payment of any fees, plus interest, due and
          owing to Nexell, and/or a reimbursement of Nexell's costs and expenses
          incurred by Nexell in exercising its rights under Section 5.2 above.

     5.4  Early Termination. Nexell may terminate this Agreement if a final,
          non-appealable decision is rendered by an arbitrator or a court of
          competent jurisdiction holding that Baxter has materially breached its
          obligations under Section 2 of the Non-Compete Agreement after having
          been given at least 180 days notice of such breach by Nexell. In
          addition, upon the termination of the Distribution and License
          Agreement in accordance with its terms, this Agreement shall
          automatically terminate.

     5.5  Termination for Baxter Bankruptcy. This Agreement and the license
          ---------------------------------
          granted hereunder shall automatically terminate, without further
          action of any kind by Nexell, upon bankruptcy, insolvency, assignment
          for the benefit of creditors or other act of insolvency by, or against
          Baxter.

     5.6  Non-Modification. Except as expressly permitted herein, neither party
          ----------------
          shall take any action to amend, extend, terminate or otherwise modify
          the terms and conditions of, or the rights and obligations of the
          parties to, the Second BD Sublicense without the prior written consent
          of the other party.

     5.7  Exclusivity. To the extent that Baxter becomes a non-exclusive
          -----------
          marketing, sales and distribution entity with regard to any Products
          Category(ies) in specified countries under the Distribution and
          License Agreement, Baxter shall similarly convert into a non-exclusive
          marketing, sales and distribution entity for the same Product
          Category(ies) in the same countries pursuant to this Agreement.

6.   Enforcement of Licensed Intellectual Property Rights

     Baxter and Nexell shall each, promptly, but in no event no later than
thirty (30) days after receipt of notice thereof, notify the other of any patent
nullity actions, oppositions, reexaminations, any declaratory judgment actions
or any alleged or threatened infringement of patents or patent applications or
misappropriation or violation of any Licensed Intellectual Property, or if
Baxter or Nexell, or any of their respective Affiliates, shall be named as a

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<PAGE>

defendant in a legal proceeding by a third party alleging infringement,
misappropriation or violation of a patent or other intellectual property right
as a result of the manufacture, production, use, distribution or sale of any
Product or of any other information or notification regarding the Licensed
Intellectual Property.

     6.1  Baxter and Nexell shall cooperate in any action taken by a third party
          solely involving a nullity action, opposition, reexamination or any
          other action taken by such third party alleging the invalidity or
          unenforceability of any Licensed Intellectual Property. Both parties
          agree to share equally in the cost of the defense of such Licensed
          Intellectual Property.

     6.2  Baxter shall have the first right to respond to, defend or prosecute
          any actions taken to defend any alleged or threatened infringement,
          misappropriation or any other violation by a third party of Baxter's
          rights under the license granted in Section 3.1 of this Agreement. It
          is understood that such action may include defending against a nullity
          action or similar action or causes of action taken by such third party
          in such proceedings or actions. Nexell agrees to cooperate with Baxter
          and its legal counsel, join in suits or actions that may be brought by
          Baxter, at Baxter's request, allow itself to be named as a party, at
          Baxter's request, and be available at Baxter's reasonable request to
          be an expert witness or otherwise to assist in such proceedings. If
          Baxter elects to respond to, defend, prosecute or settle any such
          actions, challenges, infringements, misappropriations or proceedings
          by a third party alleging infringement, misappropriation or violation
          of Baxter's rights as described above then: (i) Baxter shall bear all
          legal fees and other costs and expenses associated with such response
          or defense, including those incurred by Nexell at Baxter's request;
          and (ii) Baxter shall keep all amounts recovered from third parties in
          connection with such response or defense. Furthermore, Baxter shall
          have the right to license such Licensed Intellectual Property in
          connection with any settlement of any such claim, with the prior
          written consent of Nexell (such consent not to be unreasonably
          withheld or delayed). Baxter shall have six (6) months to elect to
          respond to, defend or prosecute any such allegations of infringement,
          misappropriation or violation of rights. If Baxter declines to respond
          to, defend or prosecute any such action within such six (6) month
          period, then Nexell shall have the right to elect to bring any
          necessary action to defend or prosecute any such allegations of
          infringement, misappropriation or violation of rights. Notwithstanding
          anything to the contrary set forth in this Section 6.2, it is
          understood that nothing contained in this Section 6.2 shall limit,
          impose any additional obligation on or otherwise alter Nexell's
          obligation to indemnify Baxter under the Distribution and License
          Agreement or this Agreement.

     6.3  For any such actions against a third party alleging any infringement,
          misappropriation or violation of rights that are not included under
          the rights granted to Baxter under the license granted in Section 3.1
          of this Agreement, Nexell shall have six (6) months to elect to
          respond to, defend or prosecute any such allegations of infringement,
          misappropriation or violation of rights. If Nexell declines to make
          any such election within such six (6) month period, then

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<PAGE>

          Nexell hereby grants Baxter automatically the exclusive right to elect
          to bring any necessary action to defend or prosecute any such
          allegations of infringement, misappropriation or violation of rights.
          If Baxter elects to do so, then Nexell's license grant to Baxter under
          the license granted in Section 3.1 of this Agreement shall be deemed
          to be amended to include an exclusive license to take whatever actions
          are necessary for Baxter (and solely for the purpose of the foregoing)
          to respond to, defend or prosecute any such actions to enforce such
          rights, including the right to seek past damages. In connection
          therewith, Nexell agrees to cooperate with Baxter and its legal
          counsel, join in suits or actions that may be brought by Baxter, at
          Baxter's request, allow itself to be named as a party, at Baxter's
          request, and be available at Baxter's reasonable request to be an
          expert witness or otherwise to assist in such proceedings. Baxter
          shall bear all legal fees and other costs and expenses associated with
          such response or defense, including those incurred by Nexell at
          Baxter's request, and Baxter shall keep all amounts recovered from
          third parties in connection with such response or defense.
          Furthermore, Baxter shall have the right to license such Licensed
          Intellectual Property in connection with any settlement of any such
          claim, with the prior written consent of Nexell (such consent not to
          be unreasonably withheld or delayed). Notwithstanding anything to the
          contrary set forth in this Section 6.3, it is understood that nothing
          contained in this Section 6.3 shall limit, impose any additional
          obligation on or otherwise alter Nexell's obligation to indemnify
          Baxter under the Distribution and License Agreement or this
          Agreement..

7.   Dispute Resolution

     7.1  Provisional Remedies. The procedures specified in this Section 7 shall
          --------------------
          be the sole and exclusive procedures for the resolution of disputes
          between the parties arising out of or relating to this Agreement;
          provided, however, that a party, without prejudice to these
          --------  -------
          procedures, may seek a preliminary injunction or other provisional
          relief if, in its sole judgment, such action is deemed necessary to
          avoid irreparable damage or to preserve the status quo. During such
          action, the parties will continue to participate in good faith in the
          procedures specified in this Section 7.

     7.2  Negotiations Between Executives. The parties will attempt in good
          -------------------------------
          faith to resolve any claim or controversy arising out of or relating
          to the execution, interpretation or performance of this Agreement
          (including the validity, scope and enforceability of the provisions
          contained in this Section 7) promptly by negotiations between
          executives who have authority to settle the controversy and who are at
          a higher level of management than the persons with direct
          responsibility for the administration of this Agreement.

     7.3  Arbitration. In the event that any dispute arising out of or relating
          -----------
          to this Agreement or its breach, termination or validity has not been
          resolved after good faith negotiation pursuant to the procedures of
          Section 7.2, such dispute shall upon written notice by either party to
          the other, be finally settled by arbitration administered by the
          Center for Public Resources in accordance with the

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<PAGE>

          provisions of its Commercial Arbitration Rules and the United Stated
          Federal Arbitration Act, as modified below:

          (a)  The arbitration shall be heard by a panel of three (3)
               independent and impartial arbitrators, all of whom shall be
               selected from a list of neutral arbitrators supplied by the
               Center for Public Resources. From such list, each of Baxter and
               Nexell shall select one (1) arbitrator, and the arbitrators so
               selected shall select a third. The panel shall designate one (1)
               among them to serve as chair.

          (b)  The arbitration proceedings shall be conducted in Los Angeles
               County or Orange County in the State of California.

          (c)  Any party may seek interim or provisional remedies under the
               Federal Rules of Civil Procedure and the United States Federal
               Arbitration Act as necessary to protect the rights or property of
               the party pending the decision of the arbitrators.

          (d)  The parties shall allow and participate in limited discovery for
               the production of documents and taking of depositions, which
               shall be conducted in accordance with the Commercial Arbitration
               Rules of the Center for Public Resources. All discovery shall be
               completed within sixty (60) days following the filing of the
               answer or other responsive pleading. Unresolved discovery
               disputes shall be brought to the attention of the chair of the
               arbitration panel and may be disposed of by the chair.

          (e)  Each party shall have up to fifty (50) hours to present evidence
               and argument in a hearing before the panel of arbitrators,
               provided that the chair of the panel of arbitrators may establish
               such longer times for presentations as the chair deems
               appropriate.

          (f)  The arbitration award shall be rendered by the arbitrators within
               fifteen (15) business days after conclusion of the hearing of the
               matter, shall be in writing and shall specify the factual and
               legal basis for the award. Judgment thereon may be entered in any
               court having jurisdiction thereof.

          (g)  The arbitrators are empowered to order money damages in
               compensation for a party's actual damages, specific performance
               or other appropriate relief to cure a breach; provided, however,
                                                             --------  -------
               that the arbitrators will have no authority to award special,
               punitive or exemplary damages, or other money damages that are
               not measured by the prevailing party's actual damages.

     7.4  Performance During Dispute. Each party is required to continue to
          --------------------------
          perform its obligations under this Agreement pending final resolution
          of any dispute arising out of or relating to this Agreement, unless to
          do so would be commercially impossible or impractical under the
          circumstances.

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<PAGE>

8.   General

     8.1  Provisions Contrary to Law/Severability. In performing this Agreement,
          ---------------------------------------
          the parties hereto shall comply with all applicable laws. Nothing in
          this Agreement shall be construed so as to require the violation of
          any law, and wherever there is a conflict between any provision of
          this Agreement and any applicable law, the applicable law shall
          prevail. In the event any provision of this Agreement conflicts with
          any applicable law or is otherwise determined by an arbitrator or
          court having valid jurisdiction thereof to be unenforceable, the
          affected provision of this Agreement shall be deemed to have been
          modified to the extent necessary so as not to conflict with the
          applicable law or to be unenforceable or, if such modification is not
          possible, such provision shall be deemed to have been deleted
          herefrom, without affecting, impairing or invalidating the remaining
          provisions of this Agreement.

     8.2  Foreign Government Approval or Registration. If this Agreement or any
          -------------------------------------------
          associated transaction is required by the law of any nation to be
          either approved or registered with any governmental authority, or any
          agency or political subdivision thereof, Baxter shall assume all legal
          obligations to do so. In connection therewith, Nexell shall cooperate
          and assist with all reasonable requests by Baxter.

     8.3  Export Control. Each party shall observe all applicable United States
          --------------
          and foreign laws with respect to the transfer of Products and related
          technical data to foreign nations, countries and other sovereign
          states.

     8.4  Notices. All notices required under this Agreement shall be in
          -------
          writing, and all such notices and other written communications
          (including product orders and invoices) shall be delivered either by
          hand, by a nationally recognized overnight delivery service (with
          delivery charges prepaid), by first class, registered or certified
          United States mail (postage prepaid), or by facsimile transmission
          (provided that in the case of facsimile transmission, a confirmation
          copy of the notice shall be delivered by hand, by a nationally
          recognized overnight delivery service (with charges prepaid), or by
          first class, registered or certified United States mail (postage
          prepaid) within two (2) days of facsimile transmission), addressed to
          each party as follows:

          If to Baxter, such notices and any other written communications shall
          be delivered to:

          Baxter Healthcare Corporation
          Oncology
          One Baxter Parkway
          Deerfield, Illinois 60015
          Attention: Cindy Collins - General Manager
          Telecopy:  (847) 948-4684

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<PAGE>

          With copies to:

          Baxter Healthcare Corporation
          P.O. Box 15210
          Irvine, California  92623-5210
          Attention: Michael Schiffer, Esq. - Chief Patent Counsel
          Telecopy:  (949) 474-6330

          and

          Baxter Healthcare Corporation
          Baxter Biosciences
          One Baxter Parkway
          Deerfield, Illinois 60015
          Attention: President - Venture Management
          Telecopy:  (847) 940-6271

          If to Nexell, such notices and any other written communications shall
          be delivered to:

          Nexell of California, Inc.
          Nine Parker
          Irvine, California 92618
          Attention: President and CEO
          Telecopy:  (949) 470-6645

          With copies to:

          Bryan Cave LLP
          700 Thirteenth Street, N.W.
          Washington, D.C. 20005
          Attention: Eric F. Stoer, Esq.
          Telecopy:  (202) 508-6200

          and to:

          Nexell Therapeutics Inc.
          Nine Parker
          Irvine, California 92618
          Attention: Chairman
          Telecopy:  (949) 470-6645

          or such other address as any such party may designate in writing and
          delivered to the other party hereto pursuant to this Section 8.4. All
          such notices or other written communications shall be deemed to have
          been received by the addressee if delivered by: hand or by a
          nationally recognized overnight delivery service

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<PAGE>

          (with delivery charges prepaid) at the time of delivery; by first
          class, registered or certified United States mail (postage prepaid),
          three (3) business days after delivery thereof to the United States
          Postal Service; or by facsimile transmission, at the time of
          transmission.

     8.5  Force Majeure. Neither party to this Agreement shall be liable for
          -------------
          delay or failure in the performance of any of its obligations
          hereunder if such delay or failure is due to causes beyond its
          reasonable control, including acts of God, fires, earthquakes, strikes
          and labor disputes, acts of war, civil unrest or intervention of any
          governmental authority, but any such delay or failure shall be
          remedied by such party as soon as is reasonably possible. A party's
          lack of financial resources to effect its performance hereunder shall
          not be considered a force majeure event.

     8.6  Limitation of Liability. IN NO EVENT, WHETHER AS A RESULT OF BREACH OF
          -----------------------
          CONTRACT, TORT LIABILITY (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL
          EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, PUNITIVE,
          EXEMPLARY OR LIQUIDATED DAMAGES.

     8.7  Use of Names. Neither party shall be permitted to use the name of the
          ------------
          other in any promotional materials or advertising related to the
          Products without the prior written consent of the other or as
          permitted by the Distribution and License Agreement or Supply
          Agreement.

     8.8  Assignment. Nexell shall not assign its rights or obligations under
          ----------
          this Agreement to any party during the term of the Distribution and
          License Agreement and Supply Agreement without the prior written
          consent of Baxter. Notwithstanding the foregoing, and subject to the
          terms of the Stockholders Agreement, Nexell may assign its rights
          under this Agreement in the event of a sale, merger or other business
          combination of Nexell with or into another business, provided that
          Nexell obtains the advance written consent of Becton. Baxter may
          assign its rights and obligations hereunder to any party without prior
          notice to or consent of Nexell. Subject to the foregoing, this
          Agreement shall inure to the benefit of and be binding on the parties'
          permitted successors and assigns.

     8.9  Waivers and Modifications. The failure of any party to insist on the
          -------------------------
          performance of any obligation hereunder shall not be deemed to be a
          waiver of such obligation. Waiver of any breach of any provision
          hereof shall not be deemed to be a waiver of any other breach of such
          provision or any other provision. No waiver, modification, release or
          amendment of any obligation under or provision of this Agreement shall
          be valid or effective unless in writing signed by the other party to
          be bound by such waiver, modification, release or amendment.

     8.10 Choice of Law and Jurisdiction. This Agreement shall be governed by
          ------------------------------
          and construed in accordance with the internal laws of the State of
          Delaware, without application of conflicts of law principles, and,
          subject to Section 8.9, each party

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<PAGE>

          hereby submits to the jurisdiction and venue of any state or federal
          court in the State of Delaware. To the extent permissible by law, each
          of the parties hereby waives, releases and agrees not to assert, and
          agrees to cause its Affiliates to waive, release and not assert, any
          rights such party or its Affiliates may have under any foreign law or
          regulation that would be inconsistent with the terms of this Agreement
          as governed by Delaware law.

     8.11 Independent Parties. By virtue of this Agreement, neither party
          -------------------
          constitutes the other as its agent (except as may otherwise be
          expressly provided herein), partner, joint venturer, or legal
          representative and neither party has express or implied authority to
          bind the other in any manner whatsoever.

     8.12 Entire Agreement. This Agreement and the Non-Compete Agreement,
          ----------------
          together with the Second BD Sublicense and the Exhibits and Schedules
          annexed thereto, and the Asset Purchase Agreement dated as of August
          3, 2001 by and among Baxter, Nexell and Nexell Therapeutics Inc., and
          all agreements contemplated thereby (including the agreements noted on
          Schedule 5.15 thereof as continuing in effect), constitute the entire
          agreement between the parties as to the subject matter hereof, and all
          prior negotiations, representations, agreements and understandings are
          merged into, extinguished by and completely expressed by this
          Agreement and the other agreements referred to above.

     8.13 Indemnification. Baxter shall defend, indemnify and hold Nexell and
          ---------------
          its Affiliates harmless from and against any and all claims, suits and
          expenses, including reasonable attorney expenses, arising out of or
          relating to (i) Baxter's breach of this Agreement and (ii) any claim
          for property damage, personal injury or death arising out of the
          manufacture, use, sale or other disposition of any products that use
          the Licensed Intellectual Property by Baxter, its Affiliates or
          sublicensees; provided, however, that in the event that any product is
                        --------  -------
          a Product, the indemnification provisions in the Distribution and
          License Agreement shall exclusively govern any claim. Nexell shall
          defend, indemnify and hold Baxter and its Affiliates harmless from and
          against any and all claims, suits and expenses, including reasonable
          attorney expenses, arising out of or relating to Nexell's breach of
          this Agreement.

     8.14 Counterparts. This Agreement may be executed in any number of
          ------------
          counterparts with the same effect as if all parties had signed the
          same document. All such counterparts shall be deemed an original,
          shall be construed together, and shall constitute one and the same
          instrument.

     8.15 Rules of Construction. In this Agreement, unless a clear contrary
          ---------------------
          intention appears:

          (a)  The singular number includes the plural number and vice versa;

          (b)  Reference to any party includes such party's permitted successors
               and assigns;

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<PAGE>

          (c)  Reference to any gender includes the other gender;

          (d)  Reference to any Section, Exhibit or Schedule means such section
               of this Agreement, exhibit to this Agreement or schedule to this
               Agreement, as the case may be, and references in any section or
               definition to any clause means such clause of such section or
               definition;

          (e)  "Herein," "hereunder," "hereof," "hereto," and words of similar
               import shall be deemed references to this Agreement as a whole
               and not to any particular section or other provision of this
               Agreement;

          (f)  "Including" (and with the correlative meaning "include") means
               including without limiting the generality of any description
               preceding such term;

          (g)  Relative to the determination of any period of time, "from" means
               "from and including," "to" means "to but excluding" and "through"
               means "through and including";

          (h)  Reference to any law (including statutes and ordinances) means
               such law as amended, modified, codified or reenacted, in whole or
               in part, and in effect from time to time, including rules and
               regulations promulgated thereunder;

          (i)  Accounting terms used herein shall have the meanings historically
               attributed to them by Baxter International Inc., a Delaware
               corporation, and its subsidiaries prior to the date hereof;

          (j)  In the event of any conflict between any of the provisions of the
               body of this Agreement and any exhibit or schedule hereto, the
               provisions of the body of this Agreement shall control;

          (k)  The headings contained in this Agreement have been inserted for
               convenience of reference only, and are not to be used in
               construing this Agreement; and

          (l)  Any rule of construction or interpretation which might otherwise
               require this Agreement to be construed or interpreted against
               either party shall not apply to any construction or
               interpretation hereof.

             [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

                                       12
<PAGE>

     IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first set forth above.

                                             BAXTER HEALTHCARE CORPORATION



                                               By:  /s/
                                                  ------------------------------
                                                Timothy B. Anderson
                                                Senior Vice President, Corporate
                                                Strategy and Development


                                             NEXELL OF CALIFORNIA, INC.



                                               By:  /s/
                                                  ------------------------------
                                                William A. Albright, Jr.
                                                President

                                       13

</TEXT>
</DOCUMENT>
