Common use of Upon a Change of Control Clause in Contracts

Upon a Change of Control. In addition to the rights and duties set forth in Section 12.4 below, BioMarin and Genzyme shall have the following rights and duties upon termination of this Agreement pursuant to Section 12.2.3 above: (a) the terminating Party shall have the exclusive, irrevocable and, except as provided in Section 12.3.3(d), royalty-free right and license, with the right to grant sublicenses, to develop, make, have made, use, offer for sale, sell, have sold, import and export Aldurazyme, and the non-terminating Party shall execute such documents and take all action as may be necessary or desirable to effect the foregoing; provided, that any license granted hereunder shall be subject to the obligation of the terminating Party to use commercially reasonable and diligent efforts to develop and market Collaboration Products pursuant to such license; (b) the non-terminating Party shall assign and transfer all of its interest in BioMarin/Genzyme LLC to the terminating Party, and the terminating Party may dissolve BioMarin/Genzyme LLC in its sole discretion; provided that in the event that BioMarin is the non-terminating Party, it shall also cause BioMarin Genetics to assign and transfer all of its interest in BioMarin/Genzyme LLC to Genzyme; (c) all licenses or rights granted pursuant to Article 3 or Article 4, as the case may be, shall be revoked and, if BioMarin/Genzyme LLC is dissolved, any applicable Regulatory Approval, “Orphan Drug” designations and clinical data owned or licensed by BioMarin/Genzyme LLC and any trademarks owned or licensed by BioMarin/Genzyme LLC shall be assigned or licensed to the terminating Party; and (d) the terminating Party (the “Offeror”) shall, pursuant to the conditions set forth in this Section 12.3.3(d), give the other Party (Genzyme in the case BioMarin is terminating or the BioMarin Companies in the case Genzyme is terminating, in either case the “Offeree”) at the time of termination written notice of the Offeror’s intention to purchase Offeree’s entire interest in and to (i) Aldurazyme as of the date of termination and (ii) the Percentage Interest of the net asset value of BioMarin/Genzyme LLC as of the date of termination (the “Notice of Offer”). The Notice of Offer shall state therein the specific price, terms and conditions under which the Offeror agrees to purchase Offeree’s entire interest in and to (i) Aldurazyme as of the date of termination and (ii) the Percentage Interest of the net asset value of BioMarin/Genzyme LLC as of the date of termination; provided, however, that the purchase price shall be paid in cash, publicly-traded and registered securities or as the Parties otherwise agree. The Offeree shall then have ninety (90) days (the “Acceptance Period”) from the receipt of the Notice of Offer to give notice (the “Notice of Acceptance”) of the Offeree’s intention to accept the offer of the Offeror and shall sell Offeree’s entire interest in and to (i) Aldurazyme as of the date of termination and (ii) the Percentage Interest of the net asset value of BioMarin/Genzyme LLC as of the date of termination to Offeror for the price and upon such terms and conditions as set forth in the Notice of Offer. In the event the Offeree gives such Notice of Acceptance, a closing shall be held within ninety (90) days of the receipt of the Notice of Acceptance by the Offeror. In the event the Offeree elects not to accept the Offeror’s offer to purchase, by giving the Offeror written notice thereof, or by failing to give the appropriate Notice of Acceptance within the Acceptance Period, the Offeree shall thereby automatically be bound to purchase Offeror’s entire interest in and to (i) Aldurazyme as of the date of termination and (ii) the Percentage Interest of the net asset value of BioMarin/Genzyme LLC as of the date of termination for the same price (as adjusted for Percentage Interest, if necessary) and upon such terms and conditions as specified in the Notice of Offer. In such event, a closing shall be held within ninety (90) days of the earlier to occur of the expiration of the Acceptance Period and the date of receipt of the written rejection, whichever is the first to occur. In addition to any other remedies provided by this Agreement, in the event the Offeree rejects the offer contained in the Notice of Offer, but thereafter fails for any reason to timely close as provided herein above, the Offeree shall, by such failure to close, be deemed to have accepted the original offer contained in the Notice of Offer, and shall thereafter sell Offeree’s entire interest in and to (i) Aldurazyme as of the date of termination and (ii) the Percentage Interest of the net asset value of BioMarin/Genzyme LLC as of the date of termination to the Offeror pursuant to the terms of the Notice of Offer. For purposes of Sections 12.3.3 (a)-(c) above, the Party purchasing the other Party’s interest in (i) Aldurazyme and (ii) the Percentage Interest of the net asset value of BioMarin/Genzyme LLC shall be deemed to be the terminating Party and the other Party shall be deemed to be the non-terminating Party.

Upon a Change of Control. In addition to the rights and ------------------------ duties set forth in Section 12.4 Sections 13.4 and 13.5 below, BioMarin and Genzyme shall have the following rights and duties upon termination of this Agreement pursuant to Section 12.2.3 13.2.4 above: (a) the terminating Party shall have the exclusive, irrevocable and, except as provided in Section 12.3.3(d13.3.4(d), royalty-free right and license, with the right to grant sublicenses, under the non-terminating Party's Patent Rights, Technology and Manufacturing Know-How to develop, make, have made, use, offer for sale, sell, have sold, import and export AldurazymeCollaboration Products in the Territory and in the Field, and the non-terminating Party shall execute such documents and take all action as may be necessary or desirable to effect the foregoing; provided, that any license granted hereunder shall be subject to the obligation of the terminating Party to use commercially reasonable and diligent efforts to develop and market Collaboration Products pursuant to such license; (b) the non-terminating Party shall assign and transfer all of its interest in BioMarin/Genzyme LLC to the terminating Party, and the terminating Party may dissolve BioMarin/Genzyme LLC in its sole discretion; provided that in the event that BioMarin is the non-terminating Party, it shall also cause BioMarin Genetics to assign and transfer all of its interest in BioMarin/Genzyme LLC to Genzyme; (c) all licenses or rights granted pursuant to Article 3 or Article 4, as the case may be, shall be revoked and, if BioMarin/Genzyme LLC is dissolved, any applicable Regulatory Approval, “"Orphan Drug” " designations and clinical data owned or licensed by BioMarin/Genzyme LLC and any trademarks owned or licensed by BioMarin/Genzyme LLC shall be assigned or licensed to the terminating Party; and (d) the terminating Party (the “"Offeror”") shall, pursuant to the ------- conditions set forth in this Section 12.3.3(d13.4(d), give the other Party (Genzyme in the case BioMarin is terminating or the BioMarin Companies in the case Genzyme is terminating, in either case the “"Offeree”") at the time of termination written ------- notice of the Offeror’s 's intention to purchase Offeree’s 's entire interest in and to (i) Aldurazyme the Collaboration Products as of the date of termination and (ii) the Percentage Interest of the net asset value of BioMarin/Genzyme LLC as of the date of termination (the “"Notice of Offer”"). The Notice of Offer shall state --------------- therein the specific price, terms and conditions under which the Offeror agrees to purchase Offeree’s 's entire interest in and to (i) Aldurazyme the Collaboration Products as of the date of termination and (ii) the Percentage Interest of the net asset value of BioMarin/Genzyme LLC as of the date of termination; provided, however, that the purchase price shall be paid in cash, publicly-traded and registered securities or as the Parties otherwise agree. The Offeree shall then have ninety (90) days (the “"Acceptance Period”") from the receipt of the Notice of Offer to ----------------- give notice (the “"Notice of Acceptance”") of the Offeree’s 's intention to accept -------------------- the offer of the Offeror and shall sell Offeree’s 's entire interest in and to (i) Aldurazyme the Collaboration Products as of the date of termination and (ii) the Percentage Interest of the net asset value of BioMarin/Genzyme LLC as of the date of termination to Offeror for the price and upon such terms and conditions as set forth in the Notice of Offer. In the event the Offeree gives such Notice of Acceptance, a closing shall be held within ninety (90) days of the receipt of the Notice of Acceptance by the Offeror. In the event the Offeree elects not to accept the Offeror’s 's offer to purchase, by giving the Offeror written notice thereof, or by failing to give the appropriate Notice of Acceptance within the Acceptance Period, the Offeree shall thereby automatically be bound to purchase Offeror’s 's entire interest in and to (i) Aldurazyme the Collaboration Products as of the date of termination and (ii) the Percentage Interest of the net asset value of BioMarin/Genzyme LLC as of the date of termination for the same price (as adjusted for Percentage Interest, if necessary) and upon such terms and conditions as specified in the Notice of Offer. In such event, a closing shall be held within ninety (90) days of the earlier to occur of the expiration of the Acceptance Period and the date of receipt of the written rejection, whichever is the first to occur. In addition to any other remedies provided by this Agreement, in the event the Offeree rejects the offer contained in the Notice of Offer, but thereafter fails for any reason to timely close as provided herein above, the Offeree shall, by such failure to close, be deemed to have accepted the original offer contained in the Notice of Offer, and shall thereafter sell Offeree’s 's entire interest in and to (i) Aldurazyme the Collaboration Products as of the date of termination and (ii) the Percentage Interest of the net asset value of BioMarin/Genzyme LLC as of the date of termination to the Offeror pursuant to the terms of the Notice of Offer. For purposes of Sections 12.3.3 13.3.4 (a)-(c) above, the Party purchasing the other Party’s 's interest in (i) Aldurazyme the Collaboration Products and (ii) the Percentage Interest of the net asset value of BioMarin/Genzyme LLC shall be deemed to be the terminating Party and the other Party shall be deemed to be the non-terminating Party.

Upon a Change of Control. In addition to the rights and ------------------------ duties set forth in Section 12.4 Sections 13.4 and 13.5 below, BioMarin Genzyme and Genzyme Aptein shall have the following rights and duties upon termination of this Agreement the Program pursuant to Section 12.2.3 13.2.4 above: (a1) all licenses granted pursuant to Article 3 shall be revoked (except for the License Rights, which shall remain in full force and effect unless such rights shall have been terminated pursuant to Section 13.6), the terminating Party shall have obtain from the exclusive, non-terminating Party the irrevocable and, except as provided in Section 12.3.3(d), royalty-free right and license, with the right to grant sublicenses, under the non-terminating Party's Patent Rights, Technology and Manufacturing Know-How to develop, make, have made, use, offer for sale, sell, have sold, import and export AldurazymeCollaboration Products in the Field and in the Territory, and the non-non- terminating Party shall execute such documents and take make all action as may be necessary or desirable to effect affect the foregoing; provided that such license shall be for the same level of exclusivity as the rights granted with respect thereto under Section 3.1; and provided, further, that any license granted hereunder shall be subject to the obligation of the terminating Party to use commercially reasonable and diligent efforts to develop and market Collaboration Products pursuant to such license; (b2) the non-terminating Party shall assign and transfer all of its interest in BioMarin/Genzyme LLC to the terminating Partyany Regulatory Approvals filed, and the terminating Party may dissolve BioMarin/Genzyme LLC in its sole discretion; provided that "orphan drug" designations in the event that BioMarin is the non-terminating Party, it shall also cause BioMarin Genetics to assign and transfer all of its interest in BioMarin/Genzyme LLC to Genzyme; (c) all licenses or rights granted pursuant to Article 3 or Article 4, as the case may be, shall be revoked and, if BioMarin/Genzyme LLC is dissolved, any applicable Regulatory Approval, “Orphan Drug” designations Field and clinical data owned or licensed by BioMarin/Genzyme LLC licensed, and any trademarks owned or licensed by BioMarin/Genzyme LLC the non-terminating Party or its Affiliates shall be (i) assigned or exclusively licensed to the terminating PartyParty or any Third Party or Affiliate designated by such Party until such time as the terminating Party or its designee is qualified to hold such Regulatory Approvals, "orphan drug" designations or trademarks under the applicable provisions of the Regulatory Scheme and (ii) transferred or assigned to the terminating Party or its designee, as appropriate, as soon as practicable thereafter, provided, however, that in any country where such transfer or assignment is not possible, the breaching Party shall use commercially reasonable and diligent efforts to ensure that the non-breaching Party has the benefit of such Regulatory Approvals and Aorphan drug" designations and to this end consents to any regulatory authority cross-referencing to the data and information on file with any regulatory authority as may be necessary; and (d3) the terminating Party (the “"Offeror”") shall, ------- pursuant to the conditions set forth in this Section 12.3.3(d13.3.4(c), give the other Party (Genzyme in the case BioMarin is terminating or the BioMarin Companies in the case Genzyme is terminating, in either case the “"Offeree”") at the time of termination written notice of the Offeror’s 's ------- intention to purchase Offeree’s 's entire interest in and to (i) Aldurazyme as of the date of termination and (ii) the Percentage Interest of the net asset value of BioMarin/Genzyme LLC as of the date of termination Program (the “"Notice of Offer”"). The Notice of Offer shall state therein the specific price, --------------- terms and conditions under which the Offeror agrees to purchase Offeree’s 's entire interest in and to (i) Aldurazyme as of the date of termination and (ii) the Percentage Interest of the net asset value of BioMarin/Genzyme LLC as of the date of terminationProgram; provided, however, that the purchase price shall be paid in cash, publicly-traded and (to the extent permitted by applicable law) registered securities securities, or as the Parties otherwise agree. The Offeree shall then have ninety (90) days [***] (the “"Acceptance Period”") from the receipt of the Notice of Offer to ----------------- give notice (the “"Notice of Acceptance”") of the Offeree’s 's intention to accept -------------------- the offer of the Offeror and shall sell the Offeree’s 's entire interest in and to (i) Aldurazyme as of the date of termination and (ii) Program to the Percentage Interest of the net asset value of BioMarin/Genzyme LLC as of the date of termination to Offeror for the price and upon such terms and conditions as set forth in the Notice of Offer. In the event the Offeree gives such Notice of Acceptance, a closing shall be held within ninety thirty (9030) days of the receipt of the Notice of Acceptance by the Offeror. In the event the Offeree elects not to accept the Offeror’s 's offer to purchase, by giving the Offeror written notice thereof, or by failing to give the appropriate Notice of Acceptance within the Acceptance Period, the Offeree shall thereby automatically be bound to purchase Offeror’s 's entire interest in and to (i) Aldurazyme as of the date of termination and (ii) the Percentage Interest of the net asset value of BioMarin/Genzyme LLC as of the date of termination Program for the same price (as adjusted for Percentage Interestthe Parties' respective interest in the Program, if necessary) and upon such terms and conditions as specified in the Notice of Offer; provided, however, that if the Notice to Offer provides for a cash payment by Genzyme, the Offeree may defer the cash payment to Offeror for a period not to exceed [***] from the expiration of the Acceptance Period, with any amount so deferred bearing interest at the Prime Rate reported from time to time by the Chase Manhattan Bank, New York, New York, from the expiration of the Acceptance Period to the date payment is made. In such event, a closing shall be held within ninety thirty (9030) days of the earlier to occur of the expiration of the Acceptance Period and the date of receipt of the written rejection, whichever is the first to occur. In addition to any other remedies provided by this Agreement, in the event the Offeree rejects the offer contained in the Notice of Offer, but thereafter fails for any reason to timely close as provided herein above, the Offeree shall, by such failure to close, be deemed to have accepted the original offer contained in the Notice of Offer, and shall thereafter sell thereafter sell Offeree’s 's entire interest in and to (i) Aldurazyme as of the date of termination and (ii) the Percentage Interest of the net asset value of BioMarin/Genzyme LLC as of the date of termination Program to the Offeror pursuant to the terms of the Notice of Offer. For purposes of Sections 12.3.3 (a)-(c) aboveSection 2.3 and this Section 13.3.4, the Party purchasing the other Party’s 's interest in (i) Aldurazyme and (ii) the Percentage Interest of the net asset value of BioMarin/Genzyme LLC Program shall be deemed to be the terminating Party and the other Party party shall be deemed to be the non-non- terminating Party.

Upon a Change of Control. In addition to the rights and duties set forth in Section 12.4 below, BioMarin and Genzyme shall have the following rights and duties upon termination of this Agreement pursuant to Section 12.2.3 above: (a) the terminating Party shall have the exclusive, irrevocable and, except as provided in Section 12.3.3(d), royalty-free right and license, with the right to grant sublicenses, to develop, make, have made, use, offer for sale, sell, have [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. sold, import and export Aldurazyme, and the non-terminating Party shall execute such documents and take all action as may be necessary or desirable to effect the foregoing; provided, that any license granted hereunder shall be subject to the obligation of the terminating Party to use commercially reasonable and diligent efforts to develop and market Collaboration Products pursuant to such license; (b) the non-terminating Party shall assign and transfer all of its interest in BioMarin/Genzyme LLC to the terminating Party, and the terminating Party may dissolve BioMarin/Genzyme LLC in its sole discretion; provided that in the event that BioMarin is the non-terminating Party, it shall also cause BioMarin Genetics to assign and transfer all of its interest in BioMarin/Genzyme LLC to Genzyme; (c) all licenses or rights granted pursuant to Article 3 or Article 4, as the case may be, shall be revoked and, if BioMarin/Genzyme LLC is dissolved, any applicable Regulatory Approval, “Orphan Drug” designations and clinical data owned or licensed by BioMarin/Genzyme LLC and any trademarks owned or licensed by BioMarin/Genzyme LLC shall be assigned or licensed to the terminating Party; and (d) the terminating Party (the “Offeror”) shall, pursuant to the conditions set forth in this Section 12.3.3(d), give the other Party (Genzyme in the case BioMarin is terminating or the BioMarin Companies in the case Genzyme is terminating, in either case the “Offeree”) at the time of termination written notice of the Offeror’s intention to purchase Offeree’s entire interest in and to (i) Aldurazyme as of the date of termination and (ii) the Percentage Interest of the net asset value of BioMarin/Genzyme LLC as of the date of termination (the “Notice of Offer”). The Notice of Offer shall state therein the specific price, terms and conditions under which the Offeror agrees to purchase Offeree’s entire interest in and to (i) Aldurazyme as of the date of termination and (ii) the Percentage Interest of the net asset value of BioMarin/Genzyme LLC as of the date of termination; provided, however, that the purchase price shall be paid in cash, publicly-traded and registered securities or as the Parties otherwise agree. The Offeree shall then have ninety (90) days (the “Acceptance Period”) from the receipt of the Notice of Offer to give notice (the “Notice of Acceptance”) of the Offeree’s intention to accept the offer of the Offeror and shall sell Offeree’s entire interest in and to (i) Aldurazyme as of the date of termination and (ii) the Percentage Interest of the net asset value of BioMarin/Genzyme LLC as of the date of termination to Offeror for the price and upon such terms and conditions as set forth in the Notice of Offer. In the event the Offeree gives such Notice of Acceptance, a closing shall be held within ninety (90) days of the receipt of the Notice of Acceptance by the Offeror. In the event the Offeree elects not to accept the Offeror’s offer to purchase, by giving the Offeror written notice thereof, or by failing to give the appropriate Notice of Acceptance within the Acceptance Period, the Offeree shall thereby automatically be bound to purchase Offeror’s entire interest in and to (i) Aldurazyme as of the date of [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. termination and (ii) the Percentage Interest of the net asset value of BioMarin/Genzyme LLC as of the date of termination for the same price (as adjusted for Percentage Interest, if necessary) and upon such terms and conditions as specified in the Notice of Offer. In such event, a closing shall be held within ninety (90) days of the earlier to occur of the expiration of the Acceptance Period and the date of receipt of the written rejection, whichever is the first to occur. In addition to any other remedies provided by this Agreement, in the event the Offeree rejects the offer contained in the Notice of Offer, but thereafter fails for any reason to timely close as provided herein above, the Offeree shall, by such failure to close, be deemed to have accepted the original offer contained in the Notice of Offer, and shall thereafter sell Offeree’s entire interest in and to (i) Aldurazyme as of the date of termination and (ii) the Percentage Interest of the net asset value of BioMarin/Genzyme LLC as of the date of termination to the Offeror pursuant to the terms of the Notice of Offer. For purposes of Sections 12.3.3 (a)-(c) above, the Party purchasing the other Party’s interest in (i) Aldurazyme and (ii) the Percentage Interest of the net asset value of BioMarin/Genzyme LLC shall be deemed to be the terminating Party and the other Party shall be deemed to be the non-terminating Party.

Upon a Change of Control. In addition to the rights and ------------------------ duties set forth in Section 12.4 Sections 13.4 and 13.5 below, BioMarin and Genzyme shall have the following rights and duties upon termination of this Agreement pursuant to Section 12.2.3 13.2.4 above: (a) the terminating Party shall have the exclusive, irrevocable and, except as provided in Section 12.3.3(d13.3.4(d), royalty-free right and license, with the right to grant sublicenses, under the non-terminating Party's Patent Rights, Technology and Manufacturing Know-How to develop, make, have made, use, offer for sale, sell, have sold, import and export AldurazymeCollaboration Products in the Territory and in the Field, and the non-terminating Party shall execute such documents and take all action as may be necessary or desirable to effect the foregoing; provided, that any license granted hereunder shall be subject to the obligation of the terminating Party to use commercially reasonable and diligent efforts to develop and market Collaboration Products pursuant to such license;; [* CONFIDENTIAL TREATMENT REQUESTED] (b) the non-terminating Party shall assign and transfer all of its interest in BioMarin/Genzyme LLC to the terminating Party, and the terminating Party may dissolve BioMarin/Genzyme LLC in its sole discretion; provided that in the event that BioMarin is the non-terminating Party, it shall also cause BioMarin Genetics to assign and transfer all of its interest in BioMarin/Genzyme LLC to Genzyme; (c) all licenses or rights granted pursuant to Article 3 or Article 4, as the case may be, shall be revoked and, if BioMarin/Genzyme LLC is dissolved, any applicable Regulatory Approval, “"Orphan Drug” " designations and clinical data owned or licensed by BioMarin/Genzyme LLC and any trademarks owned or licensed by BioMarin/Genzyme LLC shall be assigned or licensed to the terminating Party; and (d) the terminating Party (the “"Offeror”") shall, pursuant to the ------- conditions set forth in this Section 12.3.3(d13.4(d), give the other Party (Genzyme in the case BioMarin is terminating or the BioMarin Companies in the case Genzyme is terminating, in either case the “"Offeree”") at the time of termination written ------- notice of the Offeror’s 's intention to purchase Offeree’s 's entire interest in and to (i) Aldurazyme the Collaboration Products as of the date of termination and (ii) the Percentage Interest of the net asset value of BioMarin/Genzyme LLC as of the date of termination (the “"Notice of Offer”"). The Notice of Offer shall state --------------- therein the specific price, terms and conditions under which the Offeror agrees to purchase Offeree’s 's entire interest in and to (i) Aldurazyme the Collaboration Products as of the date of termination and (ii) the Percentage Interest of the net asset value of BioMarin/Genzyme LLC as of the date of termination; provided, however, that the purchase price shall be paid in cash, publicly-traded and registered securities or as the Parties otherwise agree. The Offeree shall then have ninety (90) days (the “"Acceptance Period”") from the receipt of the Notice of Offer to ----------------- give notice (the “"Notice of Acceptance”") of the Offeree’s 's intention to accept -------------------- the offer of the Offeror and shall sell Offeree’s 's entire interest in and to (i) Aldurazyme the Collaboration Products as of the date of termination and (ii) the Percentage Interest of the net asset value of BioMarin/Genzyme LLC as of the date of termination to Offeror for the price and upon such terms and conditions as set forth in the Notice of Offer. In the event the Offeree gives such Notice of Acceptance, a closing shall be held within ninety (90) days of the receipt of the Notice of Acceptance by the Offeror. In the event the Offeree elects not to accept the Offeror’s 's offer to purchase, by giving the Offeror written notice thereof, or by failing to give the appropriate Notice of Acceptance within the Acceptance Period, the Offeree shall thereby automatically be bound to purchase Offeror’s 's entire interest in and to (i) Aldurazyme the Collaboration Products as of the date of termination and (ii) the Percentage Interest of the net asset value of BioMarin/Genzyme LLC as of the date of termination for the same price (as adjusted for Percentage Interest, if necessary) and upon such terms and conditions as specified in the Notice of Offer. In such event, a closing shall be held within ninety (90) days of the earlier to occur of the expiration of the Acceptance Period and the date of receipt of the written rejection, whichever is the first to occur. In addition to any other remedies provided by this Agreement, in the event the Offeree rejects the offer contained in the Notice of Offer, but thereafter fails for any reason to timely close as provided herein above, the Offeree shall, by such failure to close, be deemed to have accepted the original offer contained in the Notice of Offer, and shall thereafter sell Offeree’s 's entire interest in and to (i) Aldurazyme the Collaboration Products as of the date of termination and (ii) the Percentage Interest of the net asset value of BioMarin/Genzyme LLC as of the date of termination to the Offeror pursuant to the terms of the Notice of Offer. For purposes of Sections 12.3.3 13.3.4 (a)-(c) above, the Party purchasing the other Party’s 's interest in (i) Aldurazyme the Collaboration Products and (ii) the Percentage Interest of the net asset value of BioMarin/Genzyme LLC shall be deemed to be the terminating Party and the other Party shall be deemed to be the non-terminating Party.

Upon a Change of Control. In addition to the rights and duties set forth in Section 12.4 Sections 13.4 and 13.5 below, BioMarin RenaGel, Inc. shall have the following rights and GelTex and Genzyme shall have the following rights and duties upon termination of this Agreement pursuant to Section 12.2.3 13.2.4 above: (a) the terminating Party shall have obtain from the exclusive, non-terminating Party the exclusive and irrevocable and, except as provided in Section 12.3.3(d), royalty-free right and license, with the right to grant sublicenses, under the non-terminating Party's Patent Rights, Technology and Manufacturing Know-How to develop, make, have made, use, offer for sale, sell, have sold, import and export AldurazymeCollaboration Products in the Territory and in the Field, and the non-terminating Party shall execute such documents and take all action as may be necessary or desirable to effect affect the foregoing; provided, that any license granted hereunder shall be subject to the obligation of the terminating Party to use commercially reasonable and diligent efforts to develop and market Collaboration Products pursuant to such license; (b) the non-terminating Party shall assign and transfer all of its interest in BioMarin/Genzyme RenaGel LLC to the terminating Party, and the terminating Party may dissolve BioMarin/Genzyme RenaGel LLC in its sole discretion; , provided that in the event that BioMarin GelTex is the non-terminating Party, it shall also cause BioMarin Genetics RenaGel, Inc. to assign and transfer all of its interest in BioMarin/Genzyme RenaGel LLC to Genzyme; (c) all licenses or rights granted pursuant to Article 3 or Article 4, as the case may be, shall be revoked and, if BioMarin/Genzyme * Confidential Treatment requested for information omitted and filed separately with the SEC. 37 RenaGel LLC is dissolved, the sublicense under the Nittobo License (if obtained) and any applicable Regulatory Approval, “Orphan Drug” designations Approval and clinical data owned or licensed by BioMarin/Genzyme RenaGel LLC and any trademarks owned or licensed by BioMarin/Genzyme RenaGel LLC shall be assigned or licensed to the terminating Party; and; (d) the terminating Party (the “Offeror”) shall, pursuant shall become obligated to pay to the conditions set forth in this Section 12.3.3(d), give the other non-terminating Party (Genzyme in the case BioMarin is terminating or the BioMarin Companies in the case Genzyme is terminating, in either case the “Offeree”) an amount equal to *********** plus interest thereon at the Base Rate of interest declared from time to time by The First National Bank of termination written notice of the Offeror’s intention to purchase Offeree’s entire interest Boston in and to (i) Aldurazyme as of the date of termination and (ii) the Percentage Interest of the net asset value of BioMarin/Genzyme LLC as of the date of termination (the “Notice of Offer”). The Notice of Offer shall state therein the specific priceBoston, terms and conditions under which the Offeror agrees to purchase Offeree’s entire interest in and to (i) Aldurazyme as of the date of termination and (ii) the Percentage Interest of the net asset value of BioMarin/Genzyme LLC as of the date of termination; provided, however, that the purchase price shall be paid in cash, publicly-traded and registered securities or as the Parties otherwise agree. The Offeree shall then have ninety (90) days (the “Acceptance Period”) Massachusetts from the receipt of the Notice of Offer to give notice (the “Notice of Acceptance”) of the Offeree’s intention to accept the offer of the Offeror and shall sell Offeree’s entire interest in and to (i) Aldurazyme as of the date of termination and (ii) the Percentage Interest of the net asset value of BioMarin/Genzyme LLC as of the date of termination to Offeror for the price and upon such terms and conditions as set forth in the Notice of Offer. In the event the Offeree gives such Notice of Acceptance, a closing shall be held within ninety (90) days of the receipt of the Notice of Acceptance by the Offeror. In the event the Offeree elects not to accept the Offeror’s offer to purchase, by giving the Offeror written notice thereof, or by failing to give the appropriate Notice of Acceptance within the Acceptance Period, the Offeree shall thereby automatically be bound to purchase Offeror’s entire interest in and to (i) Aldurazyme as of the date of termination and (ii) the Percentage Interest of the net asset value of BioMarin/Genzyme LLC as of the date of termination for the same price (as adjusted for Percentage Interest, if necessary) and upon such terms and conditions as specified in the Notice of Offer. In such event, a closing shall be held within ninety (90) days of the earlier to occur of the expiration of the Acceptance Period and the date of receipt of the written rejection, whichever is the first to occur. In addition to any other remedies provided by this Agreement, in the event the Offeree rejects the offer contained in the Notice of Offer, but thereafter fails for any reason to timely close as provided herein above, the Offeree shall, by such failure to close, be deemed to have accepted the original offer contained in the Notice of Offer, and shall thereafter sell Offeree’s entire interest in and to (i) Aldurazyme as of the date of termination and (ii) the Percentage Interest of the net asset value of BioMarin/Genzyme LLC as of the date of termination to the Offeror pursuant to date payment is made (the "CHANGE OF CONTROL BUYOUT AMOUNT"), payable on the terms and conditions and in accordance with the scheduled of payments set forth in Section 13.3.1.(d), mutatis mutandis; and (e) in any event, if Genzyme has not paid all of the Notice payments described in Section 4.1 on or before the date of Offer. For purposes termination, termination of Sections 12.3.3 (a)-(c) abovethis Agreement shall not relieve Genzyme of its obligation to pay any such unpaid amount at such time as it becomes due and payable in accordance with the schedule set forth in Section 4.1, the Party purchasing the other Party’s interest in (i) Aldurazyme and (ii) the Percentage Interest of the net asset value of BioMarin/Genzyme LLC shall be deemed to be if GelTex is the terminating Party and such payments remain unpaid after they have become due and payable, GelTex shall have the other Party shall be deemed right to be offset the non-terminating Partyroyalty payments otherwise due to Genzyme pursuant to clause (d) above in an amount equal to the outstanding payments due and payable to GelTex pursuant to Section 4.1 hereof.

Upon a Change of Control. In addition to the rights and duties set forth in Section 12.4 Sections 13.4 and 13.5 below, BioMarin Genzyme and Genzyme Aptein shall have the following rights and duties upon termination of this Agreement the Program pursuant to Section 12.2.3 13.2.4 above: (a) all licenses granted pursuant to Article 3 shall be revoked (except for the License Rights, which shall remain in full force and effect unless such rights shall have been terminated pursuant to Section 13.6), the terminating Party shall have obtain from the exclusive, non-terminating Party the irrevocable and, except as provided in Section 12.3.3(d), royalty-free right and license, with the right to grant sublicenses, under the non-terminating Party’s Patent Rights, Technology and Manufacturing Know-How to develop, make, have made, use, offer for sale, sell, have sold, import and export AldurazymeCollaboration Products in the Field and in the Territory, and the non-terminating Party shall execute such documents and take all action as may be necessary or desirable to effect affect the foregoing; provided that such license shall be for the same level of exclusivity as the rights granted with respect thereto under Section 3.1; and provided, further, that any license granted hereunder shall be subject to the obligation of the terminating Party to use commercially reasonable and diligent efforts to develop and market Collaboration Products pursuant to such license; (b) the non-terminating Party shall assign and transfer all of its interest in BioMarin/Genzyme LLC to the terminating Partyany Regulatory Approvals filed, and the terminating Party may dissolve BioMarin/Genzyme LLC in its sole discretion; provided that “orphan drug” designations in the event that BioMarin is the non-terminating Party, it shall also cause BioMarin Genetics to assign and transfer all of its interest in BioMarin/Genzyme LLC to Genzyme; (c) all licenses or rights granted pursuant to Article 3 or Article 4, as the case may be, shall be revoked and, if BioMarin/Genzyme LLC is dissolved, any applicable Regulatory Approval, “Orphan Drug” designations Field and clinical data owned or licensed by BioMarin/Genzyme LLC licensed, and any trademarks owned or licensed by BioMarin/Genzyme LLC the non-terminating Party or its Affiliates shall be (i) assigned or exclusively licensed to the terminating Party; and (d) Party or any Third Party or Affiliate designated by such Party until such time as the terminating Party (or its designee is qualified to hold such Regulatory Approvals, “orphan drug” designations or trademarks under the “Offeror”) shall, pursuant to the conditions set forth in this Section 12.3.3(d), give the other Party (Genzyme in the case BioMarin is terminating or the BioMarin Companies in the case Genzyme is terminating, in either case the “Offeree”) at the time of termination written notice applicable provisions of the Offeror’s intention to purchase Offeree’s entire interest in and to (i) Aldurazyme as of the date of termination Regulatory Scheme and (ii) transferred or assigned to the Percentage Interest of the net asset value of BioMarin/Genzyme LLC terminating Party or its designee, as of the date of termination (the “Notice of Offer”). The Notice of Offer shall state therein the specific priceappropriate, terms and conditions under which the Offeror agrees to purchase Offeree’s entire interest in and to (i) Aldurazyme as of the date of termination and (ii) the Percentage Interest of the net asset value of BioMarin/Genzyme LLC soon as of the date of terminationpracticable thereafter; provided, however, that in any country where such transfer or assignment is not possible, the purchase price breaching Party shall use commercially reasonable and diligent efforts to ensure that the non-breaching Party has the benefit of such Regulatory Approvals and “orphan drug” designations and to this end consents to any regulatory authority cross-referencing to the data and information on file with any regulatory authority as may be necessary; and (c) the terminating Party shall become obligated to pay to the non-terminating Party [***]. The CoC Buyout Amount shall consist solely of the following: (1) a royalty on annual Net Sales of each Collaboration Product [***], on an incremental basis, at the following rates (it being understood that the terminating Party shall be paid responsible for all Third Party royalties associated with the sale of such Collaboration Product): Portion of Net Sales of Collaboration Product in casheach calendar year Royalty Rate Less than [***] [***] Equal to or greater than [***] but less than [***] [***] Equal to or greater than [***] but less than [***] [***] Greater than [***] [***] The CoC Buyout Royalty, publicly-traded and registered securities or as shall not, however, be payable on any Collaboration Product during the [***] following the First Commercial Sale of such Collaboration Product; and (2) a cash payment in an amount to be determined by the Parties otherwise agreein good faith and payable on the effective date of termination. The Offeree shall then have ninety (90) days (If both Parties agree it is practicable they will commence good faith discussions regarding the “Acceptance Period”) from amount of such cash payment, prior to the receipt completion of a transaction that would trigger a Party’s right to terminate the Program pursuant to Section 13.2.4, upon the request of the Notice of Offer to give notice (the “Notice of Acceptance”) of the Offeree’s intention to accept the offer of the Offeror and shall sell Offeree’s entire interest in and to (i) Aldurazyme as of the date of Party which would have such termination and (ii) the Percentage Interest of the net asset value of BioMarin/Genzyme LLC as of the date of termination to Offeror for the price and upon such terms and conditions as set forth in the Notice of Offerright. In the event the Offeree gives Parties are unable to agree upon the amount of such Notice of Acceptance, a closing shall be held cash payment within ninety one hundred and twenty days (90120) days of the receipt effective date of termination, then such amount shall be determined by an investment banking firm selected by mutual agreement of the Notice Parties with such determination being based on a calculation of Acceptance the difference, if any, obtained by subtracting the probabilized net present value of the CoC Buyout Royalty (calculated on the effective date of termination) from the CoC Buyout Amount. The costs and expenses incurred in connection with such determination shall be shared equally by the Offeror. In the event the Offeree elects not to accept the Offeror’s offer to purchase, by giving the Offeror written notice thereof, or by failing to give the appropriate Notice of Acceptance within the Acceptance Period, the Offeree shall thereby automatically be bound to purchase Offeror’s entire interest in and to (i) Aldurazyme as of the date of termination and (ii) the Percentage Interest of the net asset value of BioMarin/Genzyme LLC as of the date of termination for the same price (as adjusted for Percentage Interest, if necessary) and upon such terms and conditions as specified in the Notice of Offer. In such event, a closing shall be held within ninety (90) days of the earlier to occur of the expiration of the Acceptance Period and the date of receipt of the written rejection, whichever is the first to occur. In addition to any other remedies provided by this Agreement, in the event the Offeree rejects the offer contained in the Notice of Offer, but thereafter fails for any reason to timely close as provided herein above, the Offeree shall, by such failure to close, be deemed to have accepted the original offer contained in the Notice of Offer, and shall thereafter sell Offeree’s entire interest in and to (i) Aldurazyme as of the date of termination and (ii) the Percentage Interest of the net asset value of BioMarin/Genzyme LLC as of the date of termination to the Offeror pursuant to the terms of the Notice of Offer. For purposes of Sections 12.3.3 (a)-(c) above, the Party purchasing the other Party’s interest in (i) Aldurazyme and (ii) the Percentage Interest of the net asset value of BioMarin/Genzyme LLC shall be deemed to be the terminating Party and the other Party shall be deemed to be the non-terminating PartyParties.

Upon a Change of Control. In addition to the rights and duties set forth in Section 12.4 Sections 13.4 and 13.5 below, BioMarin Genzyme and Genzyme Aptein shall have the following rights and duties upon termination of this Agreement the Program pursuant to Section 12.2.3 13.2.4 above: (a) all licenses granted pursuant to Article 3 shall be revoked (except for the License Rights, which shall remain in full force and effect unless such rights shall have been terminated pursuant to Section 13.6), the terminating Party shall have obtain from the exclusive, non-terminating Party the irrevocable and, except as provided in Section 12.3.3(d), royalty-free right and license, with the right to grant sublicenses, under the non-terminating Party’s Patent Rights, Technology and Manufacturing Know-How to develop, make, have made, use, offer for sale, sell, have sold, import and export AldurazymeCollaboration Products in the Field and in the Territory, and the non-terminating Party shall execute such documents and take all action as may be necessary or desirable to effect affect the foregoing; provided that such license shall be for the same level of exclusivity as the rights granted with respect thereto under Section 3.1; and provided, further, that any license granted hereunder shall be subject to the obligation of the terminating Party to use commercially reasonable and diligent efforts to develop and market Collaboration Products pursuant to such license; (b) the non-terminating Party shall assign and transfer all of its interest in BioMarin/Genzyme LLC to the terminating Partyany Regulatory Approvals filed, and the terminating Party may dissolve BioMarin/Genzyme LLC in its sole discretion; provided that “orphan drug” designations in the event that BioMarin is the non-terminating Party, it shall also cause BioMarin Genetics to assign and transfer all of its interest in BioMarin/Genzyme LLC to Genzyme; (c) all licenses or rights granted pursuant to Article 3 or Article 4, as the case may be, shall be revoked and, if BioMarin/Genzyme LLC is dissolved, any applicable Regulatory Approval, “Orphan Drug” designations Field and clinical data owned or licensed by BioMarin/Genzyme LLC licensed, and any trademarks owned or licensed by BioMarin/Genzyme LLC the non-terminating Party or its Affiliates shall be (i) assigned or exclusively licensed to the terminating Party; and (d) Party or any Third Party or Affiliate designated by such Party until such time as the terminating Party (or its designee is qualified to hold such Regulatory Approvals, “orphan drug” designations or trademarks under the “Offeror”) shall, pursuant to the conditions set forth in this Section 12.3.3(d), give the other Party (Genzyme in the case BioMarin is terminating or the BioMarin Companies in the case Genzyme is terminating, in either case the “Offeree”) at the time of termination written notice applicable provisions of the Offeror’s intention to purchase Offeree’s entire interest in and to (i) Aldurazyme as of the date of termination Regulatory Scheme and (ii) transferred or assigned to the Percentage Interest of the net asset value of BioMarin/Genzyme LLC terminating Party or its designee, as of the date of termination (the “Notice of Offer”). The Notice of Offer shall state therein the specific priceappropriate, terms and conditions under which the Offeror agrees to purchase Offeree’s entire interest in and to (i) Aldurazyme as of the date of termination and (ii) the Percentage Interest of the net asset value of BioMarin/Genzyme LLC soon as of the date of terminationpracticable thereafter; provided, however, that in any country where such transfer or assignment is not possible, the purchase price breaching Party shall use commercially reasonable and diligent efforts to ensure that the non-breaching Party has the benefit of such Regulatory Approvals and “orphan drug” designations and to this end consents to any regulatory authority cross-referencing to the data and information on file with any regulatory authority as may be necessary; and (c) the terminating Party shall become obligated to pay to the non-terminating Party [***]. The CoC Buyout Amount shall consist solely of the following: (1) a royalty on annual Net Sales of each Collaboration Product [***], on an incremental basis, at the following rates (it being understood that the terminating Party shall be paid responsible for all Third Party royalties associated with the sale of such Collaboration Product): Less than [***] [***] Equal to or greater than [***] but less than [***] [***] Equal to or greater than [***] but less than [***] [***] Greater than [***] [***] The CoC Buyout Royalty, shall not, however, be payable on any Collaboration Product during the [***] following the First Commercial Sale of such Collaboration Product; and (2) a cash payment in cash, publicly-traded and registered securities or as an amount to be determined by the Parties otherwise agreein good faith and payable on the effective date of termination. The Offeree shall then have ninety (90) days (If both Parties agree it is practicable they will commence good faith discussions regarding the “Acceptance Period”) from amount of such cash payment, prior to the receipt completion of a transaction that would trigger a Party’s right to terminate the Program pursuant to Section 13.2.4, upon the request of the Notice of Offer to give notice (the “Notice of Acceptance”) of the Offeree’s intention to accept the offer of the Offeror and shall sell Offeree’s entire interest in and to (i) Aldurazyme as of the date of Party which would have such termination and (ii) the Percentage Interest of the net asset value of BioMarin/Genzyme LLC as of the date of termination to Offeror for the price and upon such terms and conditions as set forth in the Notice of Offerright. In the event the Offeree gives Parties are unable to agree upon the amount of such Notice of Acceptance, a closing shall be held cash payment within ninety one hundred and twenty days (90120) days of the receipt effective date of termination, then such amount shall be determined by an investment banking firm selected by mutual agreement of the Notice Parties with such determination being based on a calculation of Acceptance the difference, if any, obtained by subtracting the probabilized net present value of the CoC Buyout Royalty (calculated on the effective date of termination) from the CoC Buyout Amount. The costs and expenses incurred in connection with such determination shall be shared equally by the Offeror. In the event the Offeree elects not to accept the Offeror’s offer to purchase, by giving the Offeror written notice thereof, or by failing to give the appropriate Notice of Acceptance within the Acceptance Period, the Offeree shall thereby automatically be bound to purchase Offeror’s entire interest in and to (i) Aldurazyme as of the date of termination and (ii) the Percentage Interest of the net asset value of BioMarin/Genzyme LLC as of the date of termination for the same price (as adjusted for Percentage Interest, if necessary) and upon such terms and conditions as specified in the Notice of Offer. In such event, a closing shall be held within ninety (90) days of the earlier to occur of the expiration of the Acceptance Period and the date of receipt of the written rejection, whichever is the first to occur. In addition to any other remedies provided by this Agreement, in the event the Offeree rejects the offer contained in the Notice of Offer, but thereafter fails for any reason to timely close as provided herein above, the Offeree shall, by such failure to close, be deemed to have accepted the original offer contained in the Notice of Offer, and shall thereafter sell Offeree’s entire interest in and to (i) Aldurazyme as of the date of termination and (ii) the Percentage Interest of the net asset value of BioMarin/Genzyme LLC as of the date of termination to the Offeror pursuant to the terms of the Notice of Offer. For purposes of Sections 12.3.3 (a)-(c) above, the Party purchasing the other Party’s interest in (i) Aldurazyme and (ii) the Percentage Interest of the net asset value of BioMarin/Genzyme LLC shall be deemed to be the terminating Party and the other Party shall be deemed to be the non-terminating PartyParties.