Item 8.01. Other Events.
On February 23, 2009, Baxter International Inc. (the "Company") entered into an Underwriting Agreement, with Deutsche Bank Securities Inc. and UBS Securities LLC, as representatives of the underwriters named in Schedule I to the Underwriting Agreement, relating to the sale by the Company of $350,000,000 aggregate principal amount of 4.000% Senior Notes due March 1, 2014 (the "Notes"). The Notes were registered under the Registration Statement on Form S-3 (Registration No. 333-136224) that the Company filed with the Securities and Exchange Commission on August 2, 2006. The Company is filing the exhibits filed as part of this Current Report on Form 8-K in connection with such Registration Statement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.

1.1 Underwriting Agreement, dated February 23, 2009, among Deutsche Bank Securities Inc. and UBS Securities LLC, acting on behalf of themselves and the other underwriters named in Schedule I thereto, and the Company.

4.1 Fourth Supplemental Indenture, dated as of February 26, 2009, between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to J.P. Morgan Trust Company, National Association), as Trustee (including form of 4.000% Senior Notes due 2014).

5.1 Opinion of David P. Scharf

23.1 Consent of David P. Scharf (included as part of Exhibit 5.1).

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