News Release

BAXTER TO SIGNIFICANTLY EXPAND ITS INJECTABLE DRUG PORTFOLIO AND MANUFACTURING CAPABILITY WITH ACQUISITION OF ESI LEDERLE

Baxter Reaffirms Hemophilia Market Opportunity Following International Congress

DEERFIELD, Ill., June 10, 2002 -- Baxter Healthcare Corporation announced today that it has signed a definitive agreement to acquire the majority of ESI Lederle (ESI), a division of Wyeth, for approximately $305 million.

Under the agreement, Baxter will acquire ESI Lederle's generic injectable products and patent-expired branded products, such as Phenergan® (promethazine), Ativan® (lorazepam), heparin, midazolam and fentanyl to expand its anesthesia and critical care portfolio. Baxter also will acquire a 330,000-square-foot facility for manufacturing injectable, small-volume drugs located in Cherry Hill, New Jersey, and approximately 1,000 new employees will join Baxter primarily in manufacturing, research and development, and sales and marketing.

ESI Lederle is a leading manufacturer and distributor of injectable drugs used in the U.S. hospital market, and it offers a complete range of sterile injectable manufacturing capabilities, including ampules and vials.

"This is a great strategic fit, and offers us immediate opportunity for sustainable growth. ESI Lederle's broad injectable drug portfolio and manufacturing capabilities complement and leverage our strong quality foundation and longstanding relationships with anesthesia and critical care providers," said Harry M. Jansen Kraemer, Jr., Baxter's chairman and chief executive officer. "We expect to effectively integrate ESI Lederle's injectable drug portfolio into our medication delivery business, and expand the business as we've done in the past with our successful acquisition and integration of Ohmeda Pharmaceutical Products and Cook Pharmaceutical."

"The vertical integration of ESI Lederle's manufacturing capabilities provide a reliable, cost-effective, quality manufacturing source of small volume parenterals, vials and ampules not currently available elsewhere within Baxter," explained David F. Drohan, senior vice president and president of Baxter's Medication Delivery business. "The vertical integration and broader injectable drug portfolio make this acquisition a win-win for Baxter and for our customers."

Closing of the transaction is subject to approval of regulatory authorities. Baxter expects that the acquisition will be non-dilutive in 2003 and accretive in subsequent years.

Baxter Expects More Than 20 Percent Annual Growth in Hemophilia Sales with Increased Treatment

Following the recent meeting of the World Federation of Haemophilia in Seville, Spain, Baxter reaffirmed its positive outlook for continued growth in the market for Factor VIII, which is used in the treatment of hemophilia.

Hemophilia A is caused by the absence or severe deficiency of Factor VIII, a protein in human blood critical for proper blood coagulation. More than 300,000 people worldwide have hemophilia. Patients can experience spontaneous, uncontrolled internal bleeding that often is associated with pain, debilitation, chronic joint destruction and if left untreated, the risk of death. People with hemophilia infuse themselves with clotting factors on average three times a month, unless they are on a preventive regimen, in which case they may infuse as often as four times per week. Barring complications, clinicians today expect a near normal life expectancy for persons with hemophilia, provided that they receive proper treatment.

"Dozens of abstracts were presented at the World Federation of Haemophilia Congress demonstrating the benefits of preventive treatment and the resulting reduction of complications from the disease and higher quality of life. This is great news for patients and their families throughout the world," said Thomas Glanzmann, senior vice president and president of Baxter's BioScience business. "As a result, we continue to expect Baxter's sales of Factor VIII to increase more than 20 percent annually, from approximately $800 million today to more than $2 billion by 2005."

At the Congress, Baxter announced the launch of the BAXJECT needleless transfer device, a safer, faster and easier way to prepare hemophilia medication without the use of sharp needles or fear of accidental injury. The BAXJECT device reduces the time it takes to prepare Factor VIII clotting therapy for infusion, allowing patients to more freely go about their lives. The company also presented preliminary data from its completed Phase III clinical trial of Baxter's next generation recombinant hemophilia treatment, which is produced without any added human plasma or albumin. Baxter expects to submit its regulatory filing for this new recombinant Factor VIII with the U.S. Food and Drug Administration before the end of this month.

Baxter's Medication Delivery business offers a single source for medication delivery products and services, including drug delivery, intravenous solutions, sets, infusion pumps, parenteral nutrition products, anesthesia devices and pharmaceutical agent.

Baxter's BioScience business develops and produces therapeutic proteins from plasma and through recombinant methods to treat hemophilia, immune deficiencies and other blood-related disorders, as well as vaccines and biosurgery products.

Baxter Healthcare Corporation is the principal domestic operating subsidiary of Baxter International Inc. (NYSE: BAX), a global health care company that, through its subsidiaries, provides critical therapies for people with life-threatening conditions. Baxter's bioscience, medication delivery and renal products and services are used to treat patients with some of the most challenging medical conditions, including cancer, hemophilia, immune deficiencies, infectious diseases, kidney disease and trauma.

Baxter executives will be conducting a conference call for investors at 8:00 a.m. CDT today. The conference call can be accessed live or via replay following the call from a link on Baxter's website at www.baxter.com.

This news release contains forward-looking statements that involve risks and uncertainties, including technological advances in the medical field, product demand and market acceptance, the effect of economic conditions, actions of regulatory bodies, the impact of competitive products and pricing, foreign currency exchange rates and other risks detailed in the company's filings with the Securities and Exchange Commission. These forward-looking statements are based on estimates and assumptions made by management of the company and are believed to be reasonable, though are inherently uncertain and difficult to predict. Actual results or experience could differ materially from the forward-looking statements.

(Ativan and Phenergan are registered trademarks of ESI Lederle)

FOR ADDITIONAL INFORMATION:

	Media Contacts: Deborah Spak, 847-948-2349   Investor Contacts: Neville Jeharajah, 847-948-2875 Mary Kay Ladone, 847-948-3371