PLEDGE AGREEMENTPledge Agreement • May 1st, 2002 • Genzyme Transgenics Corp • Biological products, (no disgnostic substances) • Massachusetts
PLEDGE AGREEMENT (this "Agreement"), dated as of March 27, 2002, by GENZYME TRANSGENICS CORPORATION, a Massachusetts corporation ("Company"), a Massachusetts corporation, to SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, 2221 Washington Street, Suite 200, Newton, Massachusetts 02462, doing business under the name "Silicon Valley East" (the "Secured Party").
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION ASTERISKS DENOTE SUCH OMISSIONS LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 1st, 2002 • Genzyme Transgenics Corp • Biological products, (no disgnostic substances) • Washington
This LOAN AND SECURITY AGREEMENT (this "Agreement") dated as of March 27, 2002, between SILICON VALLEY BANK, a California chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462, doing business under the name "Silicon Valley East" ("Bank") and GENZYME TRANSGENICS CORPORATION, a Massachusetts corporation ("Borrower"), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
QuickLinks -- Click here to rapidly navigate through this documentSubordinated Secured Promissory Note • May 1st, 2002 • Genzyme Transgenics Corp • Biological products, (no disgnostic substances) • Massachusetts
This instrument is subject to the terms of a Subordination Agreement dated the date hereof by and between Genzyme Corporation and Silicon Valley Bank.
Genzyme Transgenics Corporation 175 Crossing Boulevard, Suite 410 Framingham, MA 01702Stock Repurchase Agreement • May 1st, 2002 • Genzyme Transgenics Corp • Biological products, (no disgnostic substances) • Massachusetts
This is a binding letter agreement between Genzyme Corporation ("Genzyme"), and Genzyme Transgenics Corporation ("GTC") describing the terms and conditions pursuant to which GTC is purchasing 2,820,000 shares of its common stock (the "GTC Common Stock") from Genzyme.
NEGATIVE PLEDGE AGREEMENTNegative Pledge Agreement • May 1st, 2002 • Genzyme Transgenics Corp • Biological products, (no disgnostic substances)
This Negative Pledge Agreement is made as of March 27, 2002, by and between GENZYME TRANSGENICS CORPORATION ("Borrower") and SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462, doing business under the name "Silicon Valley East" ("Bank").
