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Arnold J. Levine, Ph.d. Consulting Agreement

This is an actual contract by Baxter International.
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Sectors: Health Products and Services
Governing Law: United States
Effective Date: May 01, 2000
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Exhibit 10.28 --------------------------------------------------------------------------------


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 "Consultant").

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 virtue of being a consultant hereunder, be eligible to receive any employee benefits for which officers or other employees of the Company are eligible at any time. The Consultant hereby acknowledges his separate responsibility for all federal and state withholding taxes, Federal Insurance Contribution Act taxes and workers' compensation and unemployment compensation taxes, if applicable, and agrees to indemnify and hold the Company harmless from any claim or liability therefor.

4. Compensation. As compensation for the consulting services to be performed by the Consultant hereunder, the Consultant shall upon the completion of each year during the Consulting Period earn the right to receive, subject to Section 4 of the Restricted Stock Award Agreement attached hereto as Exhibit 1 (the "Restricted Stock"), 1,000 of the restricted shares of Company common stock described in the Restricted Stock Award on the anniversary of the Effective Date. The Company shall reimburse the Consultant, in accordance with the Company's policies and procedures,


for all proper expenses incurred by the Consultant in providing consulting services hereunder.

5. Termination.

(a) This Agreement may be terminated at any time by the Company upon
written notice to the Consultant, or by the Consultant upon written notice
to the Company at which time the Restricted Stock earned by the Consultant
shall vest or be forfeited as specified in Section 4 of the Restricted
Stock Award Agreement.

(b) In the event of termination by the Company pursuant to paragraph (a)
above or termination due to Disability (as defined in the Restricted Stock
Award Agreement) or death, the Consultant shall earn for the year in which
such termination occurred a pro rata share of the 1,000 shares which would
have been earned by the Consultant pursuant to Section 4 hereof upon the
completion of such year, and the Company shall reimburse the Consultant for
expenses incurred by the Consultant pursuant to Section 4 hereof prior to
the date of such termination. Such pro rata share shall be determined by
multiplying 1,000 by a fraction, the numerator of which is the number of
months beginning on May 1 and ending on the date the Company terminates the
Consultant's employment (rounding up to the next month), and the
denominator of which is 12.

6. Noncompetition; Nonsolicitation.

(a) The Consultant acknowledges that during the Consulting Period he will
become familiar with trade secrets and other confidential information
concerning the Company and its subsidiaries and that his services will be
of special, unique and extraordinary value to the Company and its

(b) The Consultant agrees that during the Consulting Period he shall not
(i) in any manner, directly or indirectly, induce or attempt to induce any
employee of the Company or any of its subsidiaries to terminate or abandon
his or her employment for any purpose whatsoever or (ii) in connection with
any business, in which the Consultant was involved or had knowledge, being
conducted by, or contemplated by, the Company or any of its subsidiaries
during the Consulting Period in any geographic area in which the Company or
any of its subsidiaries is then conducting such business, call on, service,
solicit or otherwise do business with any customer of the Company or any of
its subsidiaries.

(c) If, at any time of enforcement of this Section 6, a court or an
arbitrator holds that the restrictions stated herein are unreasonable under
circumstances then existing, the parties hereto agree that the maximum
period, scope or geographical area reasonable under such circumstances
shall be substituted for the stated period, scope or area and that the
court or arbitrator shall be allowed to revise the restrictions contained
herein to cover the maximum period, scope and area permitted by law. This
Agreement shall not authorize a court or arbitrator to increase or broaden
any of the restrictions in this Section.

7. Confidentiality. The Consultant shall not, at any time during the Consulting Period or thereafter, make use of or disclose, directly or indirectly, any (i) trade secret or other confidential or secret information of the Company or of any of its


subsidiaries or (ii) other technical, business, proprietary or financial information of the Company or of any of its subsidiaries not available to the public generally or to the competitors of the Company or to the competitors of any of its subsidiaries ("Confidential Information"), except to the extent that such Confidential Information (a) becomes a matter of public record or is published in a newspaper, magazine or other periodical available to the general public, other than as a result of any act or omission of the Consultant, (b) is required to be disclosed by any law, regulation or order of any court or regulatory commission, department or agency, provided that the Consultant gives prompt notice of such requirement to the Company to enable the Company to seek an appropriate protective order, or (c) is necessary to perform properly the Consultant's duties under this Agreement. Promptly following the termination of the Consulting Period, the Consultant shall surrender to the Company all records, memoranda, notes, plans, reports, computer tapes and software and other documents and data which constitute Confidential Information which he may then possess or have under his control (together with all copies thereof).

8. Enforcement. The parties hereto agree that the Company and its subsidiaries would be damaged irreparably in the event that any provision of Section 6 or 7 of this Agreement were not performed in accordance with its terms or were otherwise breached and that money damages would be an inadequate remedy for any such nonperformance or br
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