Item 8.01. Other Events.
On August 17, 2009, Baxter International Inc. (the "Company") entered into an Underwriting Agreement with Banc of America Securities LLC, J.P. Morgan Securities Inc. and RBS Securities Inc., as representatives of the underwriters named in the prospectus supplement filed with the Securities and Exchange Commission on August 18, 2009, relating to the sale by the Company of $500,000,000 aggregate principal amount of 4.500% Senior Notes due August 15, 2019 (the "Notes"). The Notes were registered under the Registration Statement on Form S-3 (Registration No. 333-160966) that the Company filed with the Securities and Exchange Commission on July 31, 2009. 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.
4.1 Fifth Supplemental Indenture, dated as of August 20, 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 4.500% Senior Notes due 2019).

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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