0001193125-10-168672 Sample Contracts

Re: Separation Agreement
Separation Agreement • July 28th, 2010 • GTC Biotherapeutics Inc • Biological products, (no disgnostic substances) • Massachusetts

The purpose of this letter agreement (the “Agreement”) is to set forth the terms of your separation from GTC Biotherapeutics, Inc. (the “Company”). Payment of the Separation Pay described below is contingent on your agreement to and compliance with the terms of this Agreement. This Agreement shall become effective on the eighth (8th) day following your acceptance of it as provided below (the “Effective Date”).

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FOURTH AMENDMENT TO AMENDED AND RESTATED SECURITY AGREEMENT
Security Agreement • July 28th, 2010 • GTC Biotherapeutics Inc • Biological products, (no disgnostic substances) • Massachusetts

THIS FOURTH AMENDMENT (the “Amendment”) is made as of June 15, 2010 by and between GTC Biotherapeutics, Inc., a Massachusetts corporation (the “Debtor”), and LFB Biotechnologies, S.A.S., a société par actions simplifiée established under the laws of France (the “Secured Party”).

FOURTH AMENDMENT TO MORTGAGE, SECURITY AGREEMENT AND FIXTURE FILING
Fixture Filing • July 28th, 2010 • GTC Biotherapeutics Inc • Biological products, (no disgnostic substances)

THIS FOURTH AMENDMENT TO MORTGAGE, SECURITY AGREEMENT AND FIXTURE FILING (this “Amendment”) is made as of the 15th day of June, 2010, by and between GTC BIOTHERAPEUTICS, INC., a Massachusetts corporation, formerly known as GENZYME TRANSGENICS CORPORATION, having an address of 175 Crossing Boulevard, Suite 410, Framingham, Massachusetts 01702 (the “Grantor”), and LFB BIOTECHNOLOGIES S.A.S., having an address of 3, avenue des Tropiques, LES ULIS, 91940 Courtaboeuf - FRANCE (the “Grantee”).

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