EXHIBIT 10.28.2
FIRST AMENDMENT
TO SECURITY AGREEMENT
This FIRST AMENDMENT TO SECURITY AGREEMENT is dated as of December 15, 1997
(this "First Amendment"), by GENZYME TRANSGENICS CORPORATION, a Massachusetts
corporation with its principal place of business at Xxxx Xxxxxxxx Xxxx,
Xxxxxxxxxx, XX 00000, TSI CORPORATION, ARGUS RESEARCH LABORATORIES, INC.,
TRANSGENIC INVESTMENTS, INC., GTC XXXXX LABORATORIES, INC. (formerly TSI Xxxxx
Laboratories, Inc.), TSI WASHINGTON LABORATORIES, INC., TSI REDFIELD
LABORATORIES, INC., HEALTH SCIENCES RESEARCH INCORPORATED, TSI HOLDINGS, INC.,
BIODEVELOPMENT LABORATORIES, INC. and GTC CANCER VACCINES, INC. (each of GTC and
such other corporations, a "Grantor" and collectively, the "Grantors") in favor
of GENZYME CORPORATION, a Massachusetts corporation having its principal offices
at Xxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000 (the "Guarantor"). All
capitalized terms used herein, unless otherwise defined, shall be defined as
provided in the Credit Agreement (as defined below).
WHEREAS, the Grantors entered into a Revolving Credit Agreement dated as of
July 3, 1995 (as the same may have been from time to time amended, modified or
supplemented) with The First National Bank of Boston (the "Bank") (hereinafter
referred to as the "Credit Agreement") pursuant to which the Bank makes loans,
advances and other extensions of credit to the Grantors;
WHEREAS, the Guarantor entered into that certain Guaranty dated July 3,
1995 (the "Guaranty") pursuant to which the Guarantor guaranteed the obligations
of the Grantors to the Bank;
WHEREAS, it was a condition of the Guarantor's execution of the Guaranty
that the Grantors execute and deliver to the Guarantor the Security Agreement
dated July 3, 1995 pursuant to which the Grantors assigned, conveyed, mortgaged,
pledged, hypothecated and transferred to the Guarantor, and thereby granted to
the Guarantor a security interest in such Grantor's right, title and interest in
certain collateral (the "Security Agreement");
WHEREAS, the Guarantor has consented to, and Genzyme Transgenics
Corporation ("GTC") and the The TSI Center for Diagnostic Products ("CDP") have
effected a merger of, CDP with and into GTC such that the separate corporate
existence of CDP has ceased and all the issued and outstanding stock of CDP,
which was pledged under the Security Agreement, has been cancelled;
WHEREAS, the Guarantor has consented to, and TSI Corporation has effected,
the transfer from TSI Corporation to TSI Holdings, Inc. ("TSI Holdings") of all
the issued and outstanding shares of common stock of TSI Redfield Laboratories,
Inc. and TSI Washington
Laboratories, Inc. ("TSI Washington"), which shares are pledged under the
Security Agreement, on the condition that the Security Agreement be amended to
include TSI Holdings as a party; and
WHEREAS, the Guarantor has consented to, and TSI Washington has effected,
the transfer of certain of its assets to GTC Cancer Vaccines, Inc. ("GCV"),
pursuant to a Technology Transfer Agreement dated as of October 17, 1997 entered
into by and between TSI Washington and GCV, on the condition that the Security
Agreement be amended to include GCV as a party;
NOW, THEREFORE, in consideration of the mutual agreements contained herein
and other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto hereby agree as follows:
Section 1. Amendment to Exhibit A of the Security Agreement. Exhibit A
of the Security Agreement is hereby deleted in its entirety and the attached
Exhibit A is substituted in place thereof.
Section 2. Amendment to Exhibit B of the Security Agreement. Exhibit B
of the Security Agreement is hereby deleted in its entirety and the attached
Exhibit B is substituted in place thereof.
Section 3. Effect of Amendment; Ratification, Etc. Except as expressly
amended hereby, the Security Agreement and all documents, instruments and
agreements related thereto are hereby ratified and confirmed in all respects and
shall continue in full force and effect. The Security Agreement and this First
Amendment shall be read and construed as a single agreement. All references in
the Security Agreement or any related agreement or instrument to the Security
Agreement shall hereafter refer to the Security Agreement as amended hereby.
Section 4. No Waiver. Nothing contained herein shall constitute a
waiver of, impair or otherwise affect any obligations of, the Grantors or any
rights of the Guarantor consequent thereon.
Section 5. Counterparts. This First Amendment may be executed in one
or more counterparts, each of which shall be deemed an original but which
together shall constitute one and the same instrument.
Section 6. Governing Law. THIS FIRST AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS
(WITHOUT REFERENCE TO CONFLICT OF LAWS).
-2-
IN WITNESS WHEREOF, each of the parties hereto has caused this First
Amendment to Security Agreement to be executed and delivered by its duly
authorized officer on the date first set forth above.
GENZYME CORPORATION
By: /s/ Xxxx X. Xxxxxx
-----------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President and Treasurer
GENZYME TRANSGENICS CORPORATION
By: /s/ Xxxx X. Xxxxx
-----------------------------
Xxxx X. Xxxxx
Vice President, Treasurer and
Assistant Secretary
TSI CORPORATION
By: /s/ Xxxx X. Xxxxx
-----------------------------
Xxxx X. Xxxxx
Vice President, Treasurer and
Assistant Secretary
GTC XXXXX LABORATORIES, INC.
(formerly TSI Xxxxx Laboratories, Inc.)
By: /s/ Xxxx X. Xxxxx
-----------------------------
Xxxx X. Xxxxx
Vice President, Treasurer and
Assistant Secretary
-3-
TSI WASHINGTON LABORATORIES, INC.
By: /s/ Xxxx X. Xxxxx
-----------------------------
Xxxx X. Xxxxx
Vice President, Treasurer and
Assistant Secretary
TSI REDFIELD LABORATORIES, INC.
By: /s/ Xxxx X. Xxxxx
-----------------------------
Xxxx X. Xxxxx
Vice President, Treasurer and
Assistant Secretary
ARGUS RESEARCH LABORATORIES, INC.
By: /s/ Xxxx X. Xxxxx
-----------------------------
Xxxx X. Xxxxx
Vice President, Treasurer and
Assistant Secretary
HEALTH AND SCIENCES RESEARCH INCORPORATED
By: /s/ Xxxx X. Xxxxx
-----------------------------
Xxxx X. Xxxxx
Vice President, Treasurer and
Assistant Secretary
TRANSGENIC INVESTMENTS, INC.
By: /s/ Xxxx X. Xxxxx
-----------------------------
Xxxx X. Xxxxx
Vice President, Treasurer and
Assistant Secretary
-4-
TSI HOLDINGS, INC.
By: /s/ Xxxx X. Xxxxx
-----------------------------
Xxxx X. Xxxxx
Vice President, Treasurer and
Assistant Secretary
GTC CANCER VACCINES, INC.
By: /s/ Xxxx X. Xxxxx
-----------------------------
Xxxx X. Xxxxx
Vice President, Treasurer and
Assistant Secretary
BIODEVELOPMENT LABORATORIES, INC.
By: /s/ Xxxx X. Xxxxx
-----------------------------
Xxxx X. Xxxxx
Vice President, Treasurer and
Assistant Secretary
-5-
EXHIBIT A
Securities
No. of Certificate
Issuer Shares Number Holder
------ ------ ------------ ------
GTC Cancer Vaccines, Inc. 100 1 Genzyme Transgenics
Corporation
Genzyme Transgenics Securities 100 1 Genzyme Transgenics
Corporation Corporation
SMI Genzyme Ltd. 1,000 1A-0003 Genzyme Transgenics
100 2C-0005 Corporation
100 2C-0006
100 2C-0007
100 2C-0008
500 4B-0001
50 4D-0002
10 4E-0009
10 4E-0010
5 4F-0002
1 4G-0005
1 4G-0006
1 4G-0007
1 4G-0008
TSI Corporation 100 1 Genzyme Transgenics
100 2 Corporation
Health and Sciences Research
Corporation 3,000 8 TSI Corporation
TSI Holdings, Inc. 3,000 1 TSI Corporation
2,100 2
Transgenic Investments, Inc. 1,000 C-1 TSI Corporation
Argus Research Laboratories, Inc. 260 2 TSI Holdings, Inc.
Exhibit A -- page 1
Biodevelopment Laboratories, Inc. 100 102 TSI Holdings, Inc.
GTC Xxxxx Laboratories, 4,500,000 C-2 TSI Holdings, Inc.
Inc. (formerly known as
"TSI Xxxxx Laboratories, Inc.")
TSI Redfield Laboratories, Inc. 1,000 2 TSI Holdings, Inc.
TSI Washington Laboratories, Inc. 1,000 2 TSI Holdings, Inc.
Exhibit A -- page 0
XXXXXXX X
Xxxxxxxxx Xxxxx xx Xxxxxxxx
Xxxxx Research Laboratories, Inc.
000 Xxxxxx Xxxxx, Xxxxxxxx X
Xxxxxxx, Xxxxxxxxxxxx 00000
Biodevelopment Laboratories, Inc.
00-00 Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Genzyme Transgenics Corporation
Xxxx Xxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
GTC Cancer Vaccines, Inc.
c/o Genzyme Transgenics Corporation
Xxxx Xxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Transgenic Investments, Inc.
c/o Delaware Trust Capital
Management
000 Xxxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxxxxxx, Xxxxxxxx 00000
TSI Corporation
00 Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxxxx 00000
TSI Holdings, Inc.
c/o Genzyme Transgenics Corporation
Xxxx Xxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
GTC Xxxxx Laboratories, Inc.
00 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxxxx 00000
TSI Redfield Laboratories, Inc.
000 Xxxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
TSI Washington Laboratories, Inc.
0 Xxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Exhibit B -- page 1
