exv10w4

Exhibit 10.4


	CONFIDENTIAL TREATMENT
		Amgen USA, Inc.
		One Amgen Center Drive
		Thousand Oaks, CA 91320-1799
March 22, 2007		805-447-1000
		www.amgen.com

Fresenius Medical Care Holdings, Inc.

920 Winter Street

Waltham, MA 02451

Attn: Robert McGorty

Re: Amendment No. 3 to Sourcing & Supply Agreement No. 200600447 dated October 1, 2006

Dear Mr. McGorty:

This letter has been written to evidence the agreement reached by Amgen USA Inc. (“Amgen”) and Fresenius Medical Care Holdings, Inc. (“FMCH”) to modify and formally amend the above-referenced Agreement (the “Agreement”) by and between Amgen and FMCH for the purchase of EPOGEN^® and Aranesp^® effective October 1, 2006. Unless otherwise specifically defined in this letter, each term used herein shall have the meaning assigned to such term in the Agreement.

[*]

If you have any questions or comments, please feel free to contact your Account Manager, Keith Woods at (800) 232-9997 ext 38152. We look forward to receiving a signed copy of this amendment letter.

Sincerely,

AMGEN USA, INC.

Neil Bankston

Executive Director, Pricing & Contracts


Agreement No. 200600447 — Amend No. 3	Ver. FMCHA3_032207f.DOC


ACIS 10518	Fax No. 805-376-8558

CONFIDENTIAL TREATMENT

ACKNOWLEDGED AND AGREED:

Fresenius Medical Care Holdings, Inc.

/s/ Ronald J. Kuerbitz

Name: Ronald J. Kuerbitz


	Title:	Executive Vice President

Date: March 29, 2007

Amgen Inc.

/s/ Helen Torley

Name: Helen Torley


	Title:	Vice President and General Manager

Date: April 23, 2007


cc:	Amgen Inc. General Counsel

Keith Woods

Fresenius Medical Care Holdings, Inc. — General Counsel

***

(see attached file: FMCHA3_Addendum D_032207F)


Agreement No. 200600447 — Amend No. 3	Ver. FMCHA3_032207f.DOC


ACIS 10518	Fax No. 805-376-8558