AMENDED AND RESTATED EXECUTIVE CHANGE IN CONTROL AGREEMENTExecutive Change in Control Agreement • August 7th, 2008 • GTC Biotherapeutics Inc • Biological products, (no disgnostic substances) • Massachusetts
This Amended and Restated Executive Change in Control Agreement (this “Agreement”) is dated as of July 23, 2008 by and between GTC Biotherapeutics, Inc. (the “Company”), a Massachusetts corporation with its principal executive offices at 175 Crossing Boulevard, 4th Floor, Suite 410, Framingham, MA 01702-9322; and Richard A. Scotland (“Executive”) hereby amends and restates in its entirety that Executive Change in Control Agreement dated August 1, 2006 between the Company and the Executive.
MANAGEMENT AGREEMENTManagement Agreement • August 7th, 2008 • GTC Biotherapeutics Inc • Biological products, (no disgnostic substances) • Massachusetts
This Management Agreement, dated as of July 23, 2008, among GTC Biotherapeutics, Inc., a Massachusetts corporation (together with its affiliates and subsidiaries, “GTC”) with its principal offices at 175 Crossing Blvd., Framingham, MA 01702, and Harry M. Meade (the “Employee”), with a residence in Newton, Massachusetts, hereby replaces in its entirety that Employment Agreement dated March 27, 1996 between GTC (under its former name of Genzyme Transgenics Corporation) and the Employee.
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (John B. Green)Employment Agreement • August 7th, 2008 • GTC Biotherapeutics Inc • Biological products, (no disgnostic substances) • Massachusetts
This Second Amended and Restated Agreement (“Agreement”), effective as of July 23, 2008, by and between John B. Green (the “Employee”) and GTC Biotherapeutics, Inc. (“GTC”, and together with its controlled affiliates and subsidiaries, the “Company”), a Massachusetts corporation, hereby amends and restates, in its entirety, that certain Amended and Restated Employment Agreement dated as of August 28, 1997, as amended on September 21, 1998 (the “Original Amended and Restated Agreement”), by and between GTC (under its former name of Genzyme Transgenics Corporation) and the Employee.
AMENDED AND RESTATED JOINT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT BY AND AMONG GTC BIOTHERAPEUTICS, INC. AND LFB-BIOTECHNOLOGIES S.A.S.U. AND LFB/GTC LLC AND LFB BIOTECHNOLOGIES INC. June 30, 2008Joint Development and Commercialization Agreement • August 7th, 2008 • GTC Biotherapeutics Inc • Biological products, (no disgnostic substances) • New York
This Amended and Restated Joint Development and Commercialization Agreement (this “Agreement”) is entered into as of June 30, 2008 (the “Restatement Date”), by and among GTC Biotherapeutics, Inc., a Massachusetts corporation, having offices at 175 Crossing Boulevard, Framingham, Massachusetts 01702, USA (“GTC”); LFB Biotechnologies S.A.S.U., a société par actions simplifiée unipersonnelle, having offices at 3, avenue des Tropiques, Les Ulis, 91958 Courtaboeuf, France (“LFB Biotech”); LFB/GTC LLC, a New York limited liability corporation, having offices at 175 Crossing Boulevard, Framingham, Massachusetts 01702, USA (“LFB/GTC LLC”) and LFB Biotechnologies Inc., a Delaware corporation having a registered office at 2711 Centerville Road, Suite 400, Wilmington, Delaware (“LFB-US”). GTC, LFB Biotech, LFB-US and LFB/GTC LLC are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
ContractWarrant Agreement • August 7th, 2008 • GTC Biotherapeutics Inc • Biological products, (no disgnostic substances) • Massachusetts
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER PROVISIONS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN THE CASE OF AN EXEMPTION, ONLY IF THE ISSUER HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION OF THIS SECURITY UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 7th, 2008 • GTC Biotherapeutics Inc • Biological products, (no disgnostic substances) • Massachusetts
This Amended and Restated Executive Employment Agreement (this “Agreement”) is entered into effective as of July 23, 2008 (the “Effective Date”) by and between GTC Biotherapeutics, Inc. (“GTC”, and together with its controlled affiliates and subsidiaries, the “Company”), a Massachusetts corporation with its principal executive offices at 175 Crossing Boulevard, 4th Floor, Suite 410, Framingham, MA 01702-9322; and Geoffrey F. Cox (“Executive”), with a residence in Boston, Massachusetts hereby amends and restates, in its entirety, that Executive Employment Agreement dated as of July 17, 2001 (the “Original Employment Agreement”), by and between GTC (under its former name of Genzyme Transgenics Corporation) and Executive.
ContractWarrant Agreement • August 7th, 2008 • GTC Biotherapeutics Inc • Biological products, (no disgnostic substances) • Massachusetts
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER PROVISIONS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN THE CASE OF AN EXEMPTION, ONLY IF THE ISSUER HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION OF THIS SECURITY UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.
