News Release

BAXTER COMPLETES ITS ACQUISITION OF ESI LEDERLE

Deal Will Significantly Expand Its Injectable Drug Portfolio
and Manufacturing Capability

DEERFIELD, Ill., December 20, 2002 -- Baxter Healthcare Corporation announced today that it has completed its acquisition of the majority of ESI Lederle (ESI), a division of Wyeth, for approximately $305 million in cash.

Through this transaction, Baxter acquired ESI Lederle's generic injectable products and patent-expired branded products, such as PHENERGAN (promethazine hydrochloride injection USP), ATIVAN (lorazepam injection USP CIV), heparin sodium injection USP, ampicillin sulbactam injection USP, cefoxitin injection and fentanyl citrate injection USP CII, to expand its anesthesia and critical care portfolio. Baxter also acquired a 330,000-square-foot facility for manufacturing injectable, small-volume drugs located in Cherry Hill, New Jersey, and approximately 1,000 employees focused primarily in manufacturing, research and development, and sales and marketing now join the Baxter team. Wyeth retained the ESI manufacturing facility in West Chester, Pennsylvania.

Baxter was required by the Federal Trade Commission to divest several products and terminate certain other distribution agreements that overlapped with ESI products. Baxter will relinquish its exclusive marketing and distribution rights to Gensia Sicor for metoclopramide injection USP, pancuronium injection and vecuronium injection pharmaceutical products.

Mayne Group Limited, through its subsidiary Faulding Pharmaceutical Co., will acquire the rights to two products that were in ESI Lederle's development pipeline: ESI's generic pharmaceutical, propofol injectable emulsion (including patent rights for this product), and the rights to fluconazole. Baxter has marketed and distributed Gensia Sicor's generic propofol injectable emulsion since its approval in 1999, and will continue to do so through an extended alliance agreement with Gensia Sicor. Baxter expects to close the transaction with Mayne Group Limited before the end of 2002.

In accordance with Generally Accepted Accounting Principles, a portion of the purchase price will be allocated to in-process research and development, which will result in a charge in the fourth quarter.

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 agents.

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.

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 Wyeth and are used under license by Baxter Healthcare Corporation.)

FOR ADDITIONAL INFORMATION:

	Media Contacts: Deborah Spak, 847-948-2349 Jan Hoedebecke 847-948-3220 Investor Contacts: Neville Jeharajah, Baxter, 847-948-2875 Mary Kay Ladone, Baxter, 847-948-3371