0001193125-06-203626 Sample Contracts

KEEPWELL AGREEMENT
Keepwell Agreement • October 5th, 2006 • GTC Biotherapeutics Inc • Biological products, (no disgnostic substances) • New York

THIS KEEPWELL AGREEMENT (this “Agreement”) dated as of this September 29, 2006 is being entered into by Laboratoire Francais du Fractionnement et des Biotechnologies, a French société anonyme, having offices at 3, avenue des Tropiques, Les Ulis, 91958 Courtaboeuf, France (“LFB SA”) for the benefit of GTC Biotherapeutics, Inc., a Massachusetts corporation, having offices at 175 Crossing Boulevard, Framingham, Massachusetts 01702, USA (“GTC”).

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STOCK AND NOTE PURCHASE AGREEMENT by and between GTC Biotherapeutics, Inc. and LFB Biotechnologies S.A.S.U. September 29, 2006
Stock and Note Purchase Agreement • October 5th, 2006 • GTC Biotherapeutics Inc • Biological products, (no disgnostic substances) • Massachusetts

This Stock and Note Purchase Agreement (this “Agreement”) dated as of September 29, 2006 is made by and between GTC Biotherapeutics, Inc., a Massachusetts corporation, (the “Company”), and LFB Biotechnologies, a société par actions simplifiée unipersonnelle established under the laws of France (the “Purchaser”).

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