0001047469-10-007933 Sample Contracts

LIMITED PARTNERSHIP AGREEMENT OF GENZYME THERAPEUTIC PRODUCTS LIMITED PARTNERSHIP DATED as of JULY 1, 2006
Limited Partnership Agreement • September 7th, 2010 • Genzyme Therapeutic Products Limited Partnership • Biological products, (no disgnostic substances) • Massachusetts

THE PARTNERSHIP INTERESTS EVIDENCED BY THIS AGREEMENT OF LIMITED PARTNERSHIP HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT AS PROVIDED HEREIN.

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AMENDMENT NO. 1 TO LIMITED PARTNERSHIP AGREEMENT
Limited Partnership Agreement • September 7th, 2010 • Genzyme Therapeutic Products Limited Partnership • Biological products, (no disgnostic substances)

THIS AMENDMENT NO. 1 (this “Amendment”), dated as of June 15, 2010, amends the Limited Partnership Agreement of Genzyme Therapeutic Products Limited Partnership (the “Original Agreement”), dated as of July 1, 2006, by and between Genzyme Therapeutic Products Corporation, a Massachusetts corporation (“GTPC”), and Genzyme Corporation, a Massachusetts corporation (collectively, the “Partners”). Each capitalized term used but not otherwise defined in this Amendment shall have the meaning ascribed to such term in the Original Agreement.

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