December 13, 2004
Further step to sharpen HealthCare focus

Bayer To Divest its Plasma Products Business To US Investors Cerberus and Ampersand

Kogenate® product line will remain in Bayer’s portfolio



Leverkusen
- Bayer AG today announced that an agreement has been signed to
contribute the assets of its worldwide plasma products business to NPS
BioTherapeutics, Inc., a newly formed corporation controlled by affiliates of
Cerberus Capital Management, L.P., New York, and Ampersand Ventures, Wellesley,
Massachusetts. The total consideration to be received by Bayer amounts to
approximately US $590 million (approx. EUR 450 million), including cash, a 10
percent equity interest in NPS BioTherapeutics, Inc., retention of selected
working capital items and contingent payments of up to US$ 60 million. The
transaction is expected to close in the first half of 2005 and is subject to
regulatory approvals.

"Divesting the plasma business is another important step in the repositioning
of our health care business," commented Werner Wenning, CEO of Bayer AG. "In
the future we will focus increasingly on our competencies in the consumer
health business, on innovative medicines for humans and animals, and on
high-performance diagnostic systems. Our acquisition of the OTC business of
Roche and the pharmaceuticals alliance with Schering-Plough underscore the new
strategic alignment."

The agreement covers the products, facilities and employees representing the
plasma portion of Bayer HealthCare's Biological Products Division. The
recombinant factor VIII business, comprising the Kogenate® product line for the
treatment of hemophilia A, is not part of the transaction and will remain in
Bayer HealthCare's portfolio.

"Kogenate® is one of the most valuable and strategically important products in
the Bayer HealthCare portfolio. It is integral to our long-term strategy as we
continue to realign our business, and allows us to build on our leadership
position in the global hemophilia market," said Arthur Higgins, Chairman of the
Executive Committee of Bayer HealthCare.

Sales of Bayer's plasma products in the first nine months of 2004 amounted to
EUR 481 million. Key products include Polyglobin®, Gamimune® N and Gamunex® for
the treatment of immunodeficiency disorders, and Prolastin® for the treatment
of congenital pulmonary emphysema. The plasma business unit, headquartered in
Research Triangle Park, North Carolina, United States, employs approximately
1,600 people in the U.S.

"We are excited to invest in a company with the industry's deepest product
pipeline, excellent manufacturing expertise, leadership in pathogen safety
research, and an unwavering commitment to its patients," said Larry Stern, a
member of the Cerberus Operations Group and Chairman of NPS BioTherapeutics,
Inc.. Mr. Stern continued, "As part of this strategy, NPS BioTherapeutics will
also acquire Precision Pharma Services, which currently provides fractionation
services to the Bayer Plasma business. New focused ownership, in partnership
with existing management, will further leverage NPS BioTherapeutics' leadership
position in the industry. We are committed to growing and strengthening the
business while facilitating even better support of the care provider and
patient community."


About Bayer
Bayer is a research-based, growth-oriented, global enterprise that plans to
concentrate in the future on its core competencies in the fields of health
care, nutrition and innovative materials. It is therefore intended to place
substantial parts of the existing chemicals and polymers activities into the
new company, Lanxess, to be listed on the stock exchange by the beginning of
2005. The Bayer Group is committed to the principles of sustainable development
- with economic growth, ecological integrity and social responsibility accorded
equal priority in its corporate activities throughout the world. In 2003, Bayer
employed some 115,400 people and had sales of EUR 28.6 billion. Capital
expenditures amounted to EUR 1.7 billion, the R& D budget to EUR 2.4 billion.
For more information on Bayer, go to www.bayer.com.

Bayer HealthCare AG, a subgroup of Bayer AG with sales of approximately 8.9
billion Euro in 2003 is one of the world's leading, innovative companies in the
health care and medical products industry.

The company combines the global activities of the divisions Animal Health,
Biological Products, Consumer Care, Diabetes Care, Diagnostics and
Pharmaceuticals. 34,600 people are employed by Bayer HealthCare worldwide.

Our aim is to discover and manufacture innovative products that will improve
human and animal health worldwide. Our products enhance well-being and quality
of life by diagnosing, preventing and treating disease.

About Cerberus Capital Management, L.P.
Founded in 1992, Cerberus Capital Management, L.P. is a New York based private
investment firm, which manages in excess of $14 billion of investment capital.
Together with its affiliates, Cerberus owns a controlling interest in over 40
companies in a diverse array of businesses around the world, including
operations in North America, Europe, and Asia. Cerberus is a value-oriented
investor that seeks returns in partnership with its management teams through
long-term, profitable operating performance.

About Ampersand Ventures
Ampersand, a private equity investment firm founded in 1988 as a spin-off of
PaineWebber, is dedicated to building equity value through active
collaboration. Ampersand pursues a stage-independent investment strategy across
a broad range of industrial technology sectors. The majority of the firm's
capital has been invested in a portfolio of corporate spin-offs, expansion
financings, middle-market leveraged buyouts and turnaround recapitalizations.
Ampersand, which has been an active investor in the blood products sector since
1995, is the majority owner of Precision Pharma, a contract fractionator that
currently provides plasma fractionation services to Bayer.


Forward-looking statements<br/>
This news release contains forward-looking statements based on current
assumptions and forecasts made by Bayer Group management. Various known and
unknown risks, uncertainties and other factors could lead to material
differences between the actual future results, financial situation, development
or performance of the company and the estimates given here. These factors
include those discussed in our public reports filed with the Frankfurt Stock
Exchange and with the U.S. Securities and Exchange Commission (including our
Form 20-F). The company assumes no liability whatsoever to update these
forward-looking statements or to conform them to future events or developments.

















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