AGREEMENT FOR PURCHASE AND SALE OF ASSETS



                                 BY AND BETWEEN



                                      NABI



                                       AND



                                   CSL LIMITED



                                 June 25th, 2001





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                           AGREEMENT FOR PURCHASE AND

                                 SALE OF ASSETS



     THIS AGREEMENT FOR PURCHASE AND SALE OF ASSETS (this "Agreement") is made

and entered into effective as of June 25th, 2001 by and between Nabi, a Delaware

corporation (the "Seller"), and CSL Limited, A.C.N. 051 588 348, an Australian

Capital Territory corporation (the "Buyer").



                                   BACKGROUND



     The Seller owns and operates 47 antibody collection centers at various

sites throughout the United States (the "Centers") and the testing laboratory

identified on Appendix A attached hereto (the "Laboratory") (collectively the

"Transferred Antibody Collection Business"). The Buyer desires to purchase from

the Seller the assets, properties and rights described herein and to assume from

the Seller the liabilities described herein, and the Seller desires to sell such

assets, properties and rights and to have such liabilities assumed, all on the

terms and conditions set forth herein.



     NOW, THEREFORE, in consideration of the foregoing premises and the mutual

covenants, agreements, representations and warranties contained herein, the

parties hereto agree as follows:



                                   ARTICLE 1

                           PURCHASE AND SALE OF ASSETS



     1.1. Assets To Be Transferred. Except as otherwise provided in Section 1.2

below and subject to the terms and conditions of this Agreement, at the Closing

(as hereinafter defined) the Seller shall sell, assign, transfer, convey and

deliver to the Buyer, and the Buyer shall purchase, acquire and accept from the

Seller, all of the Seller's right, title and interest in and to the following

assets, with such changes, deletions or additions thereto as may occur from the

date hereof to the Closing in the ordinary course of business and consistent

with the terms and conditions of this Agreement (collectively, the "Assets"):



     (a) those certain parcels of real property listed on Schedule 1.1(a)

attached hereto (including all buildings, improvements and structures located

thereon and all appurtenances thereto) (collectively, the "Owned Properties");



     (b) all of the leasehold interests and rights of the Seller (the "Leasehold

Interests") under the tenant space leases, ground leases and other leases of

real property listed on Schedule 1.1(b) attached hereto (collectively, the

"Leases") (the Owned Properties and the Leasehold Interests are hereinafter

referred to collectively as the "Real Properties" and individually as a "Real

Property");



     (c) except to the extent set forth on Schedule 1.1(c) attached hereto (the

parties agree that such list is not final and is subject to mutual discussion

and approval prior to



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Closing), all fixtures, furnishings, furniture, office supplies, tools,

machinery and equipment owned or leased by the Seller, located on the Real

Properties or at the Laboratory and used in the operation of the Centers and the

Laboratory (collectively, the "Equipment");



     (d) all fixed assets, other than Equipment owned or leased by the Seller,

located on the Real Properties or at the Laboratory and used in the operation of

the Centers and the Laboratory (collectively, the "Fixed Assets");



     (e) all the plasma inventories and related supplies identified on Schedule

1.1(e) attached hereto (the "Plasma Inventory") and all inventories of general

production supplies located on the Real Properties and used in the operation of

the Centers and the Laboratory as they are currently being operated (the

"Supplies Inventory");



     (f) those certain contracts, agreements, arrangements and/or commitments

listed on Schedule 1.1(f) attached hereto (the "Contracts");



     (g) the licenses and permits identified on Schedule 1.1(g) attached hereto

(except for those relating to hepatitis B programs);



     (h) all business and financial records and personnel and donor records

relating exclusively to the Assets or the Centers or the Laboratory (the "Books

and Records");



     (i) the assets identified on Schedule 1.1(i) attached hereto (the "Other

Assets");



     (j) the Seller's proprietary data bases, donor lists and records, donor

center technical guides, quality control and training manuals, specialty guides

and standard operating procedures with respect to the operations of the Centers

and the Laboratory (the "Transferred Intellectual Property"); and



     (k) good will related to the Transferred Antibody Collection Business.



     In addition, at the Closing, the Seller shall execute and deliver (i) the

Laboratory Subleases dated as of the Closing Date substantially in the form

attached hereto as Exhibit A (the "Laboratory Subleases"), (ii) the Testing

Contracts dated as of the Closing Date substantially in the form attached hereto

as Exhibits B-1 and B-2 (the "Testing Contracts") (the parties agree that the

form, terms and conditions of the Testing Contracts are not final and are

subject to mutual discussion and approval prior to Closing) and (iii) the DMS

Sublicense dated as of the Closing Date substantially in the form attached

hereto as Exhibit C (the "DMS Sublicense").



     1.2. Excluded Assets. The Seller is not selling, assigning, transferring or

conveying to the Buyer any assets, rights or properties of the Seller not

specifically referred to in Section 1.1. Without limiting the foregoing, the

following assets, rights and properties are excluded from the transactions

contemplated in this Agreement (the "Excluded Assets"):





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     (a) the Seller's cash and bank accounts other than cash on hand at the

Centers which, though not included in the Assets, will be made available to the

Buyer and accounted for in the adjustments contemplated by Section 3.2(b);



     (b) the Seller's accounts receivable including, without limitation,

intra-company accounts receivable from other divisions of the Seller and

accounts receivable from subsidiaries and affiliates of the Seller and amounts

owed to the Seller by or claims by the Seller against third parties, including

any right or claim to refunds or deposits (other than those for which the Seller

is reimbursed by the Buyer pursuant to Section 3.2(b);



     (c) subject to the provisions of Section 7.1, any right, title and interest

in and to the trade name "Nabi" and all related trademarks, service marks and

other registrations;



     (d) subject to the provisions of Section 7.5, and except for the

Transferred Intellectual Property, all intellectual property, software, patents,

trade secrets, know-how and other information proprietary to the Seller (the

"Retained Intellectual Property"); and



     (e) the Seller's rights and obligations arising out of or related to that

certain Plasma Purchase Agreement between the Seller and Bayer Corporation dated

as of 1 January 1995, as amended (the "Bayer Supply Agreement").



     1.3. Assignment of Assets.



     (a) To the extent that any lease, contract, agreement, sales or purchase

order, commitment, property interest, qualification or other Asset described in

Section 1.1, and not otherwise excluded in Section 1.2, that is to be sold,

assigned, transferred or conveyed to, or assumed by, the Buyer hereby cannot be

sold, assigned, transferred, conveyed or assumed without the approval, consent

or waiver of any third person (including any government or governmental unit),

or if such sale, assignment, transfer, conveyance or assumption would constitute

a breach thereof or a violation of any law, decree, order, regulation or other

governmental edict, this Agreement shall not (unless and until such consent,

approval or waiver is obtained) constitute a sale, assignment, transfer,

conveyance or assumption thereof, or an attempted sale, assignment, transfer,

conveyance or assumption thereof; provided, however, that the Seller shall make

arrangements reasonably satisfactory to the Buyer to provide the benefits of any

such lease, contract, agreement, sales or purchase order, commitment, property

interest, qualification or other Asset described in Section 1.1 to the Buyer at

no additional cost and on no less favorable terms than would be the case if such

sale, assignment, transfer or conveyance could be accomplished as contemplated

by this Agreement, so long as doing so shall not require the Seller to make any

financial concessions to any third party which the Buyer has not agreed in

writing to reimburse.



     (b) The Seller shall not be obligated to sell, assign, transfer or convey

to the Buyer any of its rights and obligations in and to a particular Asset

without first obtaining all approvals, consents or waivers necessary to effect

such sale, assignment, transfer or conveyance with respect to such particular

Asset. The Seller shall use good faith efforts, and



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the Buyer shall cooperate with the Seller, to obtain all necessary approvals,

consents or waivers, and to resolve any impracticalities of transfer referred to

in Section 1.3(a) necessary to sell, assign, transfer or convey the Assets to

the Buyer as soon as practicable; provided, however, that the Seller shall not

be obligated to make any financial concessions to any third party from whom such

approval, consent or waiver is requested; and provided further, that in

obtaining such consents, the Seller shall not, without the Buyer's prior written

consent, agree or enter into any material modification or amendment to any

contract, lease or other agreement relating to any of the Assets.



     1.4. Obtaining Permits and Licenses. The Buyer shall be responsible for

obtaining all permits and licenses required by any governmental agency with

respect to the Centers, the Laboratory or the Assets after the Closing. The

Seller will cooperate reasonably with the Buyer in obtaining such permits and

licenses. At the Closing, to the extent permitted by law, the Seller shall

transfer such permits and licenses to the Buyer. To the extent that any such

permits or licenses cannot be lawfully transferred to the Buyer, the Seller

shall have the right to cancel such non-transferable permits or licenses or any

bonds, guarantees or undertakings by the Seller now applicable to the Centers,

the Laboratory or the Assets; provided, however, that to the extent permitted by

law the Seller shall allow the Buyer to operate under such permits and licenses

for a term of one hundred eighty (180) days following the Closing, and the

Seller shall make no such cancellation during such time.



                                   ARTICLE 2

                       LIABILITIES AND OBLIGATIONS ASSUMED



     2.1. Assumed Liabilities and Obligations. At the Closing, the Buyer shall

assume and shall thereafter pay, discharge and perform in the ordinary course

all obligations arising after the Closing Date (as hereinafter defined) (a)

under the Leases, Contracts and the other items (the "Assumed Obligations")

listed in the Assumed Obligations Schedule attached as Schedule 2.1(a) hereto

(the "Assumed Obligations Schedule") and (b) liabilities to employees as

described on Schedule 2.1(b) attached hereto (the "Assumed Employee

Liabilities"). In addition, at the Closing the Buyer shall execute and deliver

the Laboratory Sublease, the Testing Contracts and the DMS Sublicense.



     2.2. No Other Liabilities or Obligations Assumed. The Buyer does not assume

and shall not be liable for any liabilities or obligations of the Seller other

than as set forth in Section 2.1. The Seller shall remain responsible for all

liabilities and obligations related to the Transferred Antibody Collection

Business arising prior to the Closing Date except for the Assumed Employee

Liabilities.



                                   ARTICLE 3

                                  THE CLOSING



     3.1 Closing and Closing Date. The term "Closing" shall mean the closing of

the transactions contemplated by this Agreement. The Closing shall take place at

the offices of Nutter, McClennen & Fish, LLP, One International Place, Boston,

Massachusetts, at 10:00



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A.M., local time, on Tuesday, August 28th, 2001, or on the fifth (5th) business

day after the conditions set forth in ARTICLE 8 have been satisfied or waived,

whichever is earlier, or at such other date, place and time as may be agreed

upon by the parties, it being understood that the parties shall endeavor to

close at the earliest practicable date, time being of the essence of this

Agreement. The term "Closing Date" shall mean the date the Closing takes place

and the transactions provided for herein shall be effective as of the close of

business on the Closing Date.



     3.2. Purchase Price.



     (a) In full consideration of the sale, transfer, assignment, conveyance and

delivery of the Assets, and subject to the terms and conditions of this

Agreement, the Buyer shall pay to the Seller at the Closing the amount of One

Hundred Fifty Two Million Dollars (US$152,000,000) (the "Purchase Price"),

subject to adjustment as hereinafter provided in this ARTICLE III, by wire

transfer of immediately available funds to the bank account or accounts

specified by the Seller for such purpose.



     (b) The following items are to be adjusted between the Buyer and the Seller

as of 11:59 p.m. of the day immediately preceding the Closing Date with respect

to the Real Properties.

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