Exhibit 99.1
AMENDMENT NO. 2
Effective March 29, 1996, Genzyme Transgenics Corporation ("GTC") and
Genzyme Corporation ("Genzyme") entered into a Convertible Debt and
Development Funding Agreement (the "Agreement"), which Agreement continues in
full force and effect.
RECITALS
A. Pursuant to Section 2.1 of the Agreement, GTC granted to Genzyme
certain Co-Marketing Rights related to AT-III as defined therein.
B. Pursuant to Section 2.3(b) of the Agreement, such Co-Marketing
Rights shall terminate upon failure of Genzyme to enter into a Supply
Agreement with GTC by March 31, 1997.
C. The parties have been negotiating the terms of a business
relationship between GTC and Genzyme relating to AT-III, which negotiations
are continuing.
D. To permit further negotiation without terminating such Co-Marketing
Rights, the parties wish to amend the Agreement to extend the period during
which the parties must enter into such business relationship for three months
to and including June 30, 1997.
NOW THEREFORE, in view of the above recitals and in consideration of the
mutual covenants set forth herein, the parties hereby agree as follows:
1. Sections 1.10, 1.11(a), 2.3(b), 2.3(c), 2.3(d) and 2.6 are each
individually amended to change the date March 31, 1997 to June 30,
1997.
2. Section 2.4. is amended to read as follows:
2.4 Development and Supply Agreement. Subject to Section 2.3
above, prior to and including June 30, 1997, GTC and Genzyme shall
negotiate in good faith to enter into an exclusive development and
supply agreement pursuant to which GTC may become the exclusive
manufacturing source of transgenic AT-III to be sold by Genzyme
pursuant to its Co-Marketing Rights (the "Supply Agreement"). The
Supply Agreement shall be on substantially the terms set forth in a
letter dated February 27, 1997 from Xxx xxx Xxxx to Xxxxx X.
Xxxxxxxx, including the "Summary of proposed terms" attached
thereto. Notwithstanding the foregoing and in lieu of negotiating a
Supply Agreement, either party may propose to the other party and
the other party shall negotiate in good faith an alternative
business relationship between GTC and Genzyme concerning AT-III
which may include, without limitation, an equity investment by
Genzyme in GTC and the establishment between Genzyme and GTC to
other commercially reasonable arrangements with regard to the
development, commercial production, and sale of AT-III. The Supply
Agreement or such other arrangement agreed upon by GTC and Genzyme
shall be subject to the prior review and approval of a committee of
the Board of Directors of GTC, which committee shall not include any
officers or directors of Genzyme.
Amendment No. 2
Page 2
3. All other terms and conditions of the Agreement remain unmodified
and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2
to be executed as an instrument under seal in their respective corporate
names by their respective authorized representatives on a date no later than
March 31, 1997.
GENZYME CORPORATION GENZYME TRANSGENICS
CORPORATION
By:/s/Xxxxx Xxxxx By: /s/Xxxx X. Xxxxx
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Title: Vice President Title: Vice President
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Date: 3/31/97 Date: 3/31/97
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