Exhibit 10.15

ESCROW AGREEMENT

THIS ESCROW AGREEMENT (this “Escrow Agreement”) is made this        day of November, 2006, by and among:

(A)                              IBR-BYR L.L.C., a Louisiana limited liability company (“IBR BYR”), IBR Plasma Centers, L.L.C., a Louisiana limited liability company (“IBR PC”), and International BioResources, L.L.C., a Louisiana limited liability company (the “Parent”, together with IBR PC and IBR BYR, the “Acquired Asset Entities”);

(B)                                Talecris Plasma Resources, Inc., a Delaware corporation (the “Buyer”), and Talecris Biotherapeutics Holdings Corp., a Delaware corporation (“Holdings”); and

(C)                                J.P. Morgan Trust Company, National Association, a national banking association (the “Escrow Agent”).

The Acquired Asset Entities, the Buyer, Holdings and the Escrow Agent may be referred to herein singly as a “Party” and collectively as the “Parties.”  Capitalized terms used, but not defined, herein shall have the meanings given them in the Asset Purchase Agreement, dated October 31, 2006, by and among the Acquired Asset Entities, the Buyer and Holdings (the “Purchase Agreement”).

BACKGROUND

WHEREAS, pursuant to the Purchase Agreement, the Acquired Asset Entities, the Buyer and Holdings desire to establish an escrow account in order to facilitate the payment of certain indemnification claims that may be made by the Buyer or Holdings against the Acquired Asset Entities pursuant to Section 8 of the Purchase Agreement;

WHEREAS, the Purchase Agreement provides that certain of the Validation Payments and the Milestone Payments payable by the Buyer or Holdings to the Parent thereunder shall be paid to the Escrow Agent to be held in escrow and distributed in accordance with the terms and conditions of this Escrow Agreement and the Purchase Agreement; and

WHEREAS, the Parties desire that the Escrow Agent serve as escrow agent to implement the terms of the Purchase Agreement, and the Escrow Agent desires to so serve, all in accordance with the terms and conditions of this Escrow Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants contained herein, as well as in the Purchase Agreement, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

1.                                       Effect of Agreement. The Escrow Agent is not a party to the Purchase Agreement. Therefore, the duties and responsibilities of the Escrow Agent shall be determined solely by the express provisions of this Escrow Agreement, and no additional duties or responsibilities of the Escrow Agent shall be implied. Without limiting the generality of the foregoing, the Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any written notice, instruction or request furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented by the proper Party or Parties, and the Escrow Agent may rely, and shall be protected in acting or refraining from acting, upon any such written notice, instruction or request.

2.                                       Creation of the Escrow Account. There is hereby created and established with the Escrow Agent an escrow account, account number 304901520 (the “Escrow Account”), to be held in the custody of the Escrow Agent in accordance with this Escrow Agreement.

3.                                       Escrow Property.

(a)                                  During the term of this Escrow Agreement, pursuant to Sections 2(c)(ii) and 2(c)(iii) of the Purchase Agreement, the Buyer or Holdings may deliver 50% of each Validation Payment and all Milestone Payments (the “Escrow Payments” and each an “Escrow Payment”) to the Escrow Agent for deposit in the Escrow Account, to be distributed in accordance with Section 4 below. All Escrow Payments made by Holdings in restricted Holdings Common Stock shall be accompanied by a written notice to the Escrow Agent and the Acquired Asset Entities setting forth the number of shares issued, as well as the aggregate and per share prices at which such shares were issued (including a statement as to whether such shares were issued at the Agreed Upon Price then in effect or at the Discounted IPO Price). The Escrow Agent shall acknowledge receipt of each Escrow Payment and any accompanying notice by written notice to the Buyer, Holdings and the Acquired Asset Entities.

(b)                                 The Escrow Payments, together with any dividends or distributions or sales proceeds thereof and any interest or other income earned thereon, are referred to herein as “Escrow Property.”  Escrow Property shall not be subject to lien or attachment by any creditor of any Party hereto, and shall be used solely for the purpose set forth in this Escrow Agreement and in the Purchase Agreement. Unless and until any shares of Holdings Common Stock held as Escrow Property are distributed to Holdings pursuant to Section 4(a) below, the record owner of such shares shall be eligible to exercise all voting rights with respect thereto as if such shares were not held in escrow. The Escrow Agent warrants and undertakes that, unless specifically authorized to do so in accordance with the terms and provisions of this Escrow Agreement, it will not release, distribute or expend any portion of the Escrow Property.

(c)                                  During the term of this Escrow Agreement, any cash Escrow Property shall be invested and reinvested by the Escrow Agent in the investment(s) indicated on Schedule 1 or such other investments as shall be directed in writing jointly by the Buyer and Holdings, on the one hand, and the Acquired Asset Entities, on the other hand, and as shall be reasonably acceptable to the Escrow Agent. All investment orders involving U.S. Treasury obligations, commercial paper and other direct investments (as permitted in accordance with this Section 3(c)) will be executed through the facilities of the Escrow Agent’s own trading or capital markets operations or those of any affiliated entity. Periodic statements for the Escrow Account will be provided to the Buyer, Holdings and the Acquired Asset Entities. The Escrow Agent shall have the right to liquidate any investments held in the Escrow Account (other than any Holdings Common Stock, which shall only be sold or liquidated in accordance with Section 3(d) hereof) in order to provide funds necessary to make required payments under this Escrow Agreement. All interest or any other income earned with respect to such investments shall be retained as part of the Escrow Property until distributed in accordance with Section 4 below. As between the Buyer and Holdings, on the one hand, and the Acquired Asset Entities, on the other hand, all interest or any other income earned with respect to such investments shall be paid to the Acquired Asset Entities unless required to be paid to the Buyer pursuant to Section 4 below in respect of Buyer Distribution Claims in excess of the Escrow Payments. For tax reporting purposes, all such income shall be allocated to the Acquired Asset Entities.

(d)                                 To the extent permitted under Applicable Law, the Stockholders Agreement and any other agreement entered into pursuant to the Purchase Agreement, the Acquired Asset Entities may sell any and all Holdings Common Stock held as Escrow Property hereunder to an unaffiliated third party for cash so long as (i) the Acquired Asset Entities shall have given the Escrow Agent, the Buyer and Holdings the Requisite Notice (defined below), and (ii) the amount of gross cash proceeds from such sale

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equals or is greater than the product of (x) the number of shares of Holdings Common Stock to be so sold and (y) the lesser of the Agreed Upon Price then in effect and the Discounted IPO Price (such product, the “Aggregate Issuance Price”); provided, however, that clause (ii) shall be inapplicable to a sale pursuant to Section 3.08 of the Stockholders Agreement. As a condition to the closing of such sale, the Acquired Asset Entities shall require that all cash proceeds from such sale be paid into the Escrow Account, and thereafter the Escrow Agent shall retain as Escrow Property such proceeds until such time as the Acquired Asset Entities may withdraw them pursuant to Section 4(b). Any fees, commissions, costs and expenses incurred or payable in connection with such sale of Holdings Common Stock shall be borne by and paid directly by the Acquired Asset Entities and shall not be paid using Escrow Property. The “Requisite Notice” means a notice setting forth the number of shares of Holdings Common Stock proposed to be sold, the prospective purchaser of such shares and the price and other terms on which the Acquired Asset Entities propose to make such sale, and given (A) at least five (5) Business Days prior to the date of sale, in the case where the shares to be sold are shares of restricted Holdings Common Stock, or (B) as promptly as practicable, but at least one Business Day, prior to the date of sale, in the case where the shares to be sold are shares of freely-tradable Holdings Common Stock, and in each case otherwise in accordance with Section 7 hereof.

(e)                                  To the extent permitted under Applicable Law, the Stockholders Agreement and any other agreement entered into pursuant to the Purchase Agreement, if at any time any of the Acquired Asset Entities determines to distribute or transfer any shares of Holdings Common Stock issued or issuable under the Purchase Agreement to its members of the Acquired Asset Entities or any other Permitted Transferee (as defined in the Stockholders Agreement), then as a condition to such distribution or transfer each such member and Permitted Transferee shall execute a counterpart signature page to this Escrow Agreement, whereupon such member or Permitted Transferee shall be deemed to be an Acquired Asset Entity for purposes of this Agreement upon satisfaction of the Escrow Agent’s account opening requirements provided in Section 11(a) and such other conditions as the Escrow Agent may reasonably require in accordance with Applicable Law, and each such member and Permitted Transferee shall have all of the rights and obligations of an Acquired Asset Entity hereunder as if such member or Permitted Transferee were an original party hereto. If a distribution or transfer of Holdings Common Stock occurs as contemplated in this Section 3(e) such that a member of an Acquired Asset Entity or Permitted Transferee becomes a party to this Escrow Agreement, then any subsequent distribution of the Escrow Property pursuant to Section 4 will be subject to allocation among the parties to this Escrow Agreement at such time in accordance with the percentage of the Holdings Common Stock held of record by each such party (as reflected in the stock certificates then held by the Escrow Agent). If the Escrow Property is then held in cash, the Escrow Agent may rely on a joint instrument signed by such parties to this Escrow Agreement, certifying to the Escrow Agent as to the allocation of the Escrow Property among such parties.

4.                                       Distribution of Escrow Property. The Escrow Agent shall pay and deliver the Escrow Property as follows:

(a)                                  If the Buyer or Holdings seeks to recover any Escrow Property pursuant to Section 8 of the Purchase Agreement during the period of this Escrow Agreement, it shall notify the Escrow Agent in writing of the grounds for such distribution of Escrow Property (a “Buyer Distribution Claim”) and the amount of the Escrow Property sought from the Escrow Agent (a “Buyer Claim Notice”), with a copy to the Acquired Asset Entities. The Escrow Agent shall pay the Buyer or Holdings, as applicable, the amount set forth in such Buyer Claim Notice from the Escrow Property on the tenth (10th) Business Day following Escrow Agent’s receipt of such Buyer Claim Notice unless the Acquired Asset Entities give written notice to the Buyer or Holdings, as applicable, and the Escrow Agent (a “Seller Counter Notice”) disputing in good faith either (i) the existence or basis of the Buyer Distribution Claim or (ii) the amount of such Buyer Distribution Claim contained in the Buyer Claim Notice (in which case the Seller Counter

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Notice shall set forth the dollar amount of the Acquired Asset Entities’ good faith determination of the Buyer Distribution Claim). If a Seller Counter Notice with respect to a Buyer Claim Notice is received by the Escrow Agent and the Buyer or Holdings, as applicable, on or before 5:00 PM New York, NY time on the tenth (10th) Business Day after the receipt by the Acquired Asset Entities of such Buyer Claim Notice, the Escrow Agent shall do the following:

(A)                              If the Seller Counter Notice disputes the existence or basis of the Buyer Distribution Claim, then the Escrow Agent will retain the Escrow Property that is the subject of such disputed Buyer Distribution Claim contained in the Buyer Claim Notice and distribute such Escrow Property only in accordance and consistent with either: (x) a final non-appealable order, decree or judgment of a court of competent jurisdiction or (y) a joint written instruction from the Buyer or Holdings, on the one hand, and the Acquired Asset Entities, on the other hand, regarding such Escrow Property.

(B)                                If the Seller Counter Notice disputes only the amount of a Buyer Distribution Claim, and not the basis or existence of such claim, then the Escrow Agent will (x) distribute the Escrow Property to the Buyer or Holdings, as applicable, relating to the undisputed amount of such Buyer Distribution Claim contained in such Buyer Claim Notice promptly following the receipt of such Seller Counter Notice, and (y) distribute the Escrow Property relating to the disputed amount of any Buyer Distribution Claim contained in such Buyer Claim Notice only in accordance and consistent with either: (1) a final non-appealable order, decree or judgment of a court of competent jurisdiction or (2) a joint written instruction from the Buyer or Holdings, on the one hand, and the Acquired Asset Entities, on the other hand, regarding such Escrow Property.

(b)                                 If the Acquired Asset Entities shall determine in good faith that the amount of Escrow Property exceeds the applicable Cap Amount during the period of this Escrow Agreement (including, without limitation, as a result of the reduction of the Cap Amount as of the 18-Month Anniversary), then the Acquired Asset Entities may notify the Escrow Agent in writing of such determination (a “Seller Distribution Claim”) and the amount of the Escrow Property sought from the Escrow Agent (a “Seller Claim Notice”), with a copy to the Buyer and Holdings. The Escrow Agent shall pay the Acquired Asset Entities, as applicable, the amount set forth in such Seller Claim Notice from the Escrow Property on the tenth (10th) Business Day following Escrow Agent’s receipt of such Seller Claim Notice unless the Buyer or Holdings give written notice to the Acquired Asset Entities and the Escrow Agent (a “Buyer Counter Notice”) disputing in good faith either (i) the existence or basis of the Seller Distribution Claim or (ii) the amount of such Seller Distribution Claim contained in the Seller Claim Notice (in which case the Buyer Counter Notice shall set forth the dollar amount of the Buyer’s and Holdings’ good faith determination of the Seller Distribution Claim). If a Buyer Counter Notice with respect to a Seller Claim Notice is received by the Escrow Agent and the Acquired Asset Entities on or before 5:00 PM New York, NY time on the tenth (10th) Business Day after the receipt by the Buyer and Holdings of such Seller Claim Notice, the Escrow Agent shall do the following:

(A)                              If the Buyer Counter Notice disputes the existence or basis of the Seller Distribution Claim, then the Escrow Agent will retain the Escrow Property that is the subject of such disputed Seller Distribution Claim contained in the Seller Claim Notice and distribute such Escrow Property only in accordance and consistent with either: (x) a final non-appealable order, decree or judgment of a court of competent jurisdiction or (y) a joint written instruction from the Buyer or Holdings, on the one hand, and the Acquired Asset Entities, on the other hand, regarding such Escrow Property.

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(B)                                If the Buyer Counter Notice disputes only the amount of a Seller Distribution Claim, and not the basis or existence of such claim, then the Escrow Agent will (x) distribute the Escrow Property to the Acquired Asset Entities relating to the undisputed amount of such Seller Distribution Claim contained in such Seller Claim Notice promptly following the receipt of such Buyer Counter Notice, and (y) distribute the Escrow Property relating to the disputed amount of any Seller Distribution Claim contained in such Seller Claim Notice only in accordance and consistent with either: (1) a final non-appealable order, decree or judgment of a court of competent jurisdiction or (2) a joint written instruction from the Buyer or Holdings, on the one hand, and the Acquired Asset Entities, on the other hand, regarding such Escrow Property.

(c)                                  Any court order referenced in Section 4(a) or Section 4(b) above shall be accompanied by a legal opinion by counsel for the presenting party (with a copy to the other parties to be given concurrently) reasonably satisfactory to Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent shall act on and promptly disburse such Escrow Property in accordance with such court order and legal opinion furnished pursuant to Section 4(a) or Section 4(b) above without further question.

(d)                                 Notwithstanding the foregoing, the Escrow Property, less an amount equal to claims for which a Buyer Claim Notice has been given but which remain unpaid or with respect to which a Seller Counter Notice has been delivered, shall be released on                           , 2009 [i.e., the thirtieth (30th) month anniversary of the Closing Date].

(e)                                  If any Escrow Property to be released by the Escrow Agent pursuant to Section 4(a) or Section 4(b) above shall be in the form of Holdings Common Stock, then the number of shares to be released from the Escrow Account to the Buyer and Holdings shall be equal to the quotient obtained by dividing (i) the amount of the Buyer Distribution Claim (or portion thereof) or the Seller Distribution Claim (or portion thereof), as the case may be, being paid by (ii) the Fair Market Value, as calculated by the Buyer or Holdings, on the one hand, or the Acquired Asset Entities, on the other hand, as applicable, subject to the procedures set forth in Section 4(a) or Section 4(b) above, as applicable. “Fair Market Value” means, with respect to a share of Holdings Common Stock, (i) as of any date of determination prior to the closing date of an initial public offering of Holdings Common Stock (the “IPO Date”), the Agreed Upon Price as then in effect plus interest thereon, at the rate of 8% per annum, calculated on the basis of the actual days elapsed from the date of issuance of such share of Holdings Common Stock to the date of such release (the “Interest-Adjusted Price”), (ii) as of any date of determination on or following the IPO Date through the date of expiration of the underwriters’ lock-up agreement entered into by the Acquired Asset Entities or their respective Affiliates in connection with such initial public offering of Holdings Common Stock (the “Lock-Up Expiration Date”), the higher of the Interest-Adjusted Price and the then current Market Price of a share of Holdings Common Stock, and (iii) as of any date after the Lock-Up Expiration Date, the then current Market Price of a share of Holdings Common Stock. “Market Price” means the average for the thirty consecutive trading days immediately preceding the date of determination of (i) the daily closing price of Holdings Common Stock as reported by the principal securities exchange on which the Holdings Common Stock is then listed, or (ii) if not listed on any such exchange, the daily closing bid prices or last trade prices of the Holdings Common Stock as reported in the over-the-counter market or electronic bulletin board, or (iii) if not so reported, the average of the daily bid and ask prices of any market makers for the Holdings Common Stock as reported in the “pink sheets” by Pink Sheets LLC, or (iv) if not so reported, the fair market value of the Holdings Common Stock as determined by Holdings’ Board of Directors.

(f)                                    At any time that the Escrow Agent shall be required to retain a fraction of a share of Holdings Common Stock in accordance with the value mechanism in Section 4(e), the Escrow Agent

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shall round up to the next whole number. Consequently, the number of shares of Holdings Common Stock to be released shall be rounded down to the next whole number.

(g)                                 Subject to the terms of Section 4 of this Agreement, in the event of a distribution of Escrow Property pursuant to Section 4, the Escrow Agent’s sole obligation with respect to the distribution of the shares of Holdings Common Stock shall be to deliver the stock certificate(s) representing such shares and any related stock powers to the party or parties entitled to receive such distribution; provided, however, that if the stock certificate(s) held by the Escrow Agent do(es) not represent the exact number of shares to be distributed to the party or parties entitled to receive such distribution (such certificate(s), collectively, the “Old Certificates”), then the Escrow Agent shall (i) instruct Holdings (or its designated stock transfer agent) to issue new stock certificates representing the exact number of shares of Holdings Common Stock to be distributed to the party or parties entitled to receive such distribution and/or to be retained by the Escrow Agent following such distribution (such certificates, collectively, the “New Certificates”), (ii) concurrently with Holdings’ (or its designated stock transfer agent’s) delivery of the New Certificates to the Escrow Agent, exchange the Old Certificates for the New Certificates; and (iii) promptly deliver New Certificates to the party or parties entitled to receive such distribution and/or retain New Certificates that are not subject to such distribution, as the case may be. Notwithstanding the foregoing, Holdings shall not be required to issue and deliver to the Escrow Agent a New Certificate for any shares of Holdings Common Stock it or any of its Affiliates may be entitled to receive hereunder. In connection with a distribution or transfer contemplated in Section 3(e), the Escrow Agent shall (i) instruct Holdings (or its designated stock transfer agent) to issue one or more new stock certificates in the name of the member(s) or other Permitted Transferree(s) to whom such shares were distributed or transferred, and (ii) concurrently with Holdings’ (or its designated stock transfer agent’s) delivery of the such new stock certificate(s) to the Escrow Agent, exchange the old stock certificate(s) (together with executed counterpart(s) to this Escrow Agreement from such member(s) or other Permitted Transferree(s)) for the new stock certificates. The Escrow Agent shall have no liability whatsoever for any error, delay or failure to act by Holdings (or its designated stock transfer agent), including without limitation any error, delay or failure in the delivery of such shares of Holdings Common Stock. If at any time the Escrow Agent or Holdings requests a duly executed stock power from the Acquired Asset Entities or any transferee thereof, the Acquired Asset Entities or such transferee shall provide Escrow Agent with such stock power as soon as practical.

5.                                       Escrow Period; Termination of Escrow. The escrow period shall commence on the date hereof and shall end on the date on which all of the Escrow Property shall have been distributed in accordance with Section 4 hereof.

6.                                       Fees. The Buyer and Holdings shall, jointly and severally, be responsible for, and each agrees (i) to pay to the Escrow Agent upon execution of this Escrow Agreement and from time to time thereafter (in accordance with Schedule 2 attached hereto) the entirety of the Escrow Agent’s administrative fee as described in Schedule 2 attached hereto, and (ii) to pay or reimburse the Escrow Agent upon request for all reasonable expenses, disbursements and advances, including reasonable attorneys’ fees and reasonable expenses, incurred or made by it in connection with the preparation, execution, performance, delivery, modification and termination of this Escrow Agreement. The Escrow Agent shall have, and is hereby granted, a prior lien upon any property, cash, or assets of the Escrow Property, with respect to its unpaid fees, nonreimbursed expenses and unsatisfied indemnification rights, superior to the interests of any other persons or entities. The Escrow Agent shall have and is hereby granted the right to set off and deduct any unpaid fees, nonreimbursed expenses or unsatisfied indemnification rights from any cash Escrow Property.

7.                                       Notices. All notices, consents, waivers, and other communications under this Escrow Agreement must be in writing and will be deemed to have been duly given when: (a) delivered by hand (with written

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confirmation of receipt); (b) sent by facsimile (with written confirmation of receipt), provided that a copy is mailed by registered mail, return receipt requested; or (c) when received by the addressee, if sent by a nationally recognized overnight delivery service (receipt requested), in each case to the appropriate addressee and facsimile numbers set forth below (or to such other addressee and facsimile numbers as a party may designate by notice to the other parties):

If to the Acquired Asset Entities:

International BioResources, L.L.C.

1100 Camellia Boulevard

Suite 201

Lafayette, Louisiana  70508

Fax:  (337) 931-6248

Attention:  Rodney Savoy

and

International BioResources, L.L.C.

1200 Camellia Boulevard

Suite 203

Lafayette, Louisiana  70508

Fax:  (337) 216-6644

Attention:  Ben Blanchet