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Strategies & Market Trends : Mr. Pink's Picks: selected event-driven value investments -- Ignore unavailable to you. Want to Upgrade?

To: Wayne Rumball who wrote (2995)	9/16/1998 3:50:00 PM
From: RockyBalboa	Read Replies (1) \| Respond to of 18998

For the contingenty rights see: www4.edgar-online.com Look for: PROSPECTUS COMMON STOCK, PAR VALUE $1 PER SHARE CONTINGENT PAYMENT RIGHTS "..and (B) one Contingent Payment Right (each a "CPR") (the consideration referred to in these clauses (A) and (B) is hereinafter referred to as the "Merger Consideration"). Each CPR will represent the right to receive a pro rata portion of five percent of the Net Sales (as defined) of Products (as defined), not to exceed $2.00 per CPR. See "Description of the CPRs." And: DESCRIPTION OF THE CONTINGENT ... RIGHTS OF HOLDERS OF THE CPR CERTIFICATES. Until March 15, 2008, Baxter shall pay to the holder of an outstanding CPR on March 15 and September 15 of each year (or if such day is not a Business Day, without accruing any interest, on the next succeeding Business Day), beginning March 15, 1999, or if such day is not a Business Day, without accruing any interest, on the next Business Day (as the same may be extended, each a "Payment Date"), for each CPR represented, a pro rata portion of the Contingent Payment with respect to the Payment Measuring Period ended immediately prior to such Payment Date, unless the CPRs shall have been redeemed as provided for in the CPR Agreement; provided, that in no event shall the aggregate of all Contingent Payments with respect to each CPR exceed $2.00 and, provided, further, that in no event shall Baxter be required to a make a payment on any Payment Date in an amount less than $0.05 per CPR and such amounts which would otherwise be payable on such Payment Date shall (x) be aggregated with the amount payable with respect to the next Payment Measuring Period and (y) not bear interest except on a Default Payment Date. .... Christian