Exhibit 2.1  
  LICENSE AND ASSET PURCHASE AGREEMENT  DATED AS OF MARCH 30, 2009  BETWEEN  GENZYME CORPORATION,  AND  BAYER SCHERING PHARMA AG   
  
 [**] = Portions of
this exhibit have been omitted pursuant to a confidential treatment request. An
unredacted version of this exhibit has been filed separately with the
Commission.


1.
  DEFINITIONS
  12.
  LICENSE
  OF ASSETS
  262.1.
  Licenses
  and Related Provisions
  262.2.
  Know-How
  Transfer
  342.3.
  Transfer
  of Licensed IP
  352.4.
  Covenant
  Not to Sue and [**]
  352.5.
  Consents
  Under In-License Agreements
  352.6.
  No
  Rights in SOT Assets
  363.
  PURCHASE
  AND SALE OF ASSETS; ASSIGNMENT AND ASSUMPTION OF LIABILITIES
  363.1.
  Purchase
  and Sale; Assignment and Assumption
  363.2.
  Consents
  373.3.
  Consent
  Costs
  374.
  CONSIDERATION
  384.1.
  Oncology
  Products
  384.2.
  Alemtuzumab
  MS
  434.3.
  Payment
  Provisions
  454.4.
  Records;
  Audit
  475.
  CLOSING
  485.1.
  The
  Closing
  485.2.
  Closing
  Deliveries
  485.3.
  Conveyance
  of Acquired Assets
  506.
  REPRESENTATIONS
  AND WARRANTIES OF BAYER
  506.1.
  Organization
  506.2.
  Power
  and Authorization
  516.3.
  Authorization
  of Governmental Authorities
  516.4.
  Noncontravention
  516.5.
  Financial
  Information
  526.6.
  Inventory
  526.7.
  Absence
  of Certain Developments
  526.8.
  Assets
  536.9.
  Real
  Property
  536.10.
  Intellectual
  Property
  53  
 [**] = Portions of this
exhibit have been omitted pursuant to a confidential treatment request. An
unredacted version of this exhibit has been filed separately with the
Commission.


TABLE OF CONTENTS, Continued  Page6.11.
  Legal
  Compliance; Permits; Regulatory Matters
  586.12.
  Tax
  Matters
  606.13.
  Employee
  Benefit Plans
  616.14.
  Environmental
  Matters
  636.15.
  Contracts
  636.16.
  Customers
  646.17.
  Employees
  656.18.
  Litigation;
  Governmental Orders
  676.19.
  No
  Brokers
  677.
  REPRESENTATIONS
  AND WARRANTIES OF GENZYME
  677.1.
  Organization
  677.2.
  Power
  and Authorization
  677.3.
  Authorization
  of Governmental Authorities
  687.4.
  Noncontravention
  687.5.
  No
  Brokers
  688.
  COVENANTS
  698.1.
  Closing
  698.2.
  Operation
  of Bayer Business
  698.3.
  Notices
  and Consents
  708.4.
  Genzymes
  Access to Premises; Information
  728.5.
  Notice
  of Developments
  728.6.
  Exclusivity
  728.7.
  Transaction
  Expenses
  738.8.
  Confidentiality
  738.9.
  Publicity
  758.10.
  [**]and Non-Solicitation
  758.11.
  Employment
  778.12.
  Transfer
  of Certain Funds Received Post-Closing
  828.13.
  Access
  to Records and Employees and Assistance with Financial Statements After
  Closing
  83  
 [**] = Portions of
this exhibit have been omitted pursuant to a confidential treatment request. An
unredacted version of this exhibit has been filed separately with the
Commission.  ii


TABLE OF CONTENTS, Continued  Page8.13.1
  Access
  838.13.2
  2008
  Financial Statements
  838.13.3
  SEC
  Financial Statements
  838.14.
  Transfer
  of Permits
  848.15.
  Finished
  Licensed Products
  858.16.
  Rebates,
  Chargebacks, Returns and Other Adjustments
  858.17.
  Joint
  Transition Team
  878.18.
  Transition
  Assets
  888.19.
  Leukine
  Bulk Drug Substance Manufacturing
  888.20.
  Joint
  Contracts
  888.21.
  Hospira
  Agreement Amendment
  888.22.
  Further
  Assurances
  898.23.
  NewCo
  899.
  INTELLECTUAL
  PROPERTY AND OTHER COVENANTS
  909.1.
  Filing,
  Prosecution and Maintenance of Licensed Patents and Licensed Trademarks
  909.2.
  Enforcement
  of Licensed IP
  919.3.
  Claimed
  Infringement of Third Party Rights
  939.4.
  Other
  Infringement Resolutions
  949.5.
  Diligence
  959.6.
  Covenant
  in Support of License
  9510.
  CONDITIONS
  TO GENZYMES OBLIGATIONS AT THE CLOSING
  9510.1.
  Representations
  and Warranties
  9510.2.
  Performance
  9510.3.
  Compliance
  Certificate
  9510.4.
  No
  Material Adverse Change
  9610.5.
  Qualifications
  9610.6.
  Absence
  of Litigation
  9610.7.
  Consents,
  etc.
  9610.8.
  Permits
  96  
 [**] = Portions of
this exhibit have been omitted pursuant to a confidential treatment request. An
unredacted version of this exhibit has been filed separately with the
Commission.  iii


TABLE OF CONTENTS, Continued  Page10.9.
  Ancillary
  Agreements
  9610.10.
  Release
  9610.11.
  Financial
  Statements
  9611.
  CONDITIONS
  TO BAYERS OBLIGATIONS AT THE CLOSING
  9711.1.
  Representations
  and Warranties
  9711.2.
  Performance
  9711.3.
  Compliance
  Certificate
  9711.4.
  Qualifications
  9711.5.
  Absence
  of Litigation
  9711.6.
  Ancillary
  Agreements
  9811.7.
  Confirmation
  of Release
  9812.
  TERMINATION
  9812.1.
  Termination
  of Agreement
  9812.2.
  Effect
  of Termination
  9912.3.
  Termination
  by Bayer For Cause
  9913.
  INDEMNIFICATION
  10213.1.
  Indemnification
  by Bayer
  10213.2.
  Indemnification
  by Genzyme
  10313.3.
  Time
  for Claims
  10413.4.
  Third
  Party Claims
  10513.5.
  Remedies
  Cumulative
  10713.6.
  Exclusive
  Remedy
  10713.7.
  Limitation
  of Liability
  10713.8.
  Insurance
  10713.9.
  Insurance
  Recoveries
  10813.10.
  Disclaimer
  10814.
  TAX
  MATTERS
  10814.1.
  Tax
  Sharing Agreements
  10814.2.
  Certain
  Taxes and Fees
  10814.3.
  Rev.
  Proc. 2004-53
  109  
 [**] = Portions of
this exhibit have been omitted pursuant to a confidential treatment request. An
unredacted version of this exhibit has been filed separately with the
Commission.  iv


TABLE OF CONTENTS, Continued  Page14.4.
  Tax
  Record Retention; Cooperation on Tax Matters
  10914.5.
  Apportionment
  of Ad Valorem Taxes
  10914.6.
  Assignment
  of Agreement
  11015.
  MISCELLANEOUS
  11015.1.
  Notices
  11015.2.
  Succession
  and Assignment
  11215.3.
  Amendments
  and Waivers
  11315.4.
  Entire
  Agreement
  11415.5.
  Counterparts
  11415.6.
  Severability
  11415.7.
  Headings
  11415.8.
  Construction
  11415.9.
  Governing
  Law
  11515.10.
  Dispute
  Resolution
  11515.11.
  Arbitration
  11615.12.
  Jurisdiction;
  Venue; Service of Process
  11815.13.
  Specific
  Performance
  11915.14.
  Waiver
  of Jury Trial
  11915.15.
  Certain
  Rules of Construction
  11915.16.
  Third
  Party Beneficiaries
  120  
 [**] = Portions of
this exhibit have been omitted pursuant to a confidential treatment request. An
unredacted version of this exhibit has been filed separately with the
Commission.  v


LICENSE AND ASSET PURCHASE AGREEMENT  This
License and Asset Purchase Agreement, dated as of March 30, 2009 (the Execution
Date), (as amended or otherwise modified, the Agreement), is
between Genzyme Corporation (Genzyme) and Bayer Schering Pharma AG (Bayer).  RECITALS  WHEREAS,
Bayer wishes to license certain assets of the Bayer Business (as defined
herein) and to sell certain other assets of the Bayer Business to Genzyme, and
Genzyme wishes to license certain assets and purchase other assets from Bayer,
as specified herein, which relate to the Bayer Business, all on the terms and
conditions set forth in this Agreement; and  WHEREAS,
the parties also intend to execute and deliver other agreements
contemporaneously with the Closing which will further the intent of the parties
that Bayer shall license certain assets and sell certain assets and Genzyme
shall license certain assets and purchase certain assets, principally, the
Distribution and Development Agreement, the Purchase and Sale Agreement, the
Fludara Supply Agreement, the Leukine Tolling Agreement, the Transition
Services Agreement, the Pharmacovigilance Agreement, the Marketing
Authorization Agency Agreement and the Distribution Agreement(s).  AGREEMENT  NOW
THEREFORE, in consideration of the premises and mutual promises herein made,
and in consideration of the representations, warranties and covenants herein
contained, Genzyme and Bayer hereby agree as follows:  1.          DEFINITIONS.  As
used herein, the following terms will have the following meanings:  2008
Financial Statements is defined in Section 8.13.2.  AAA
Rules is defined in Section 15.11.1.  Acquired
Assets means all of the right, title and interest of Bayer and its
Affiliates in and to all the business, properties and assets of whatever kind
and nature, real or personal, tangible or intangible, owned, leased, licensed,
used or held for use or license by or on behalf of Bayer and/or its Affiliates
that are exclusively used in or exclusively used for the conduct of the Bayer
Business, including:  (a)   all rights under Contractual Obligations, including those listed
on Schedule 6.15(a) (collectively, but excluding any Contractual
Obligation which is a Retained Asset, the Transferred Contracts);  
 [**] = Portions of
this exhibit have been omitted pursuant to a confidential treatment request. An
unredacted version of this exhibit has been filed separately with the Commission.  1


(b)   all Inventory;  (c)   the Business Domain Names;  (d)   all Permits that are capable of being transferred from Bayer or
its Affiliate to Genzyme or its Affiliateunder
applicable Legal Requirements, and all rights of Bayer or any of its Affiliates
under such Permits and any and all pending applications relating to any such
Permits (the Transferred Permits);  (e)   all claims, causes of action, choses in action and rights of
recovery arising from the operation of the Bayer Business or in respect of the
Licensed Products;  (f)   all customer, distributor, supplier and mailing lists, drawings,
notebooks, specifications and creative materials, whether written or
electronically stored or however otherwise recorded, maintained or stored,
including research and development reports and records, pre-clinical studies,
manufacturing documents (including drug master files, batch records, Master
Batch Records, deviations, OOS investigations, CAPA, material specifications,
and product-specific standard operating procedures), clinical protocols,
clinical studies, pre-clinical and clinical data, results and analyses used in
or resulting from any pre-clinical study or clinical trial of any Licensed
Product, all regulatory files (together with all correspondence associated with
such regulatory files), copies of the approved label components to the extent
available, all labeling decision documents, and each Licensed Products safety
database, marketing materials, customer master files, sales records for each
product by account, written and electronic training manuals and modules,
speaker slide kits, sales/demand forecasts, and all files and written
correspondence exclusively related to the Business-Specific Licensed IP and the
Business Domain Names, in each case, exclusively related to any Licensed
Products; and  (g)   to the extent they are assignable under applicable Legal
Requirements, all Actions and rights to sue at law or in equity against any
Person relating to any Business Domain Name or Business-Specific Licensed IP,
including the right to recover for past infringement and the right to seek
equitable and legal relief and receive all proceeds and damages therefrom
arising prior to, on, or after the Closing Date.  Notwithstanding
the above, the Acquired Assets do not include any assets listed in clause (b) of
the definition of Retained Assets that are exclusively used in or exclusively
used for the conduct of the Bayer Business.  In addition to the
foregoing, the Acquired Assets include all of the right, title and interest
of Bayer and its Affiliates in and to the cellular phone numbers of Hired
Employees.  Action
means any claim, action, cause of action, chose in action or suit (whether in
contract or tort or otherwise), litigation (whether at law or in equity,
whether civil or criminal), controversy, assessment, arbitration, examination,
audit, investigation, hearing, charge,  
 [**] = Portions of
this exhibit have been omitted pursuant to a confidential treatment request. An
unredacted version of this exhibit has been filed separately with the
Commission.  2


complaint, demand, notice or proceeding to,
from, by or before any Governmental Authority or arbitrator(s).  Adjusted
Expiration Date is defined in Section 8.16.5(a).  Affiliate
means, with respect to any Person, any other Person that, directly or
indirectly, through one or more intermediaries controls, is controlled by, or
is under common control with, such Person. 
For purposes of this definition, control means the possession, direct
or indirect, of the power to direct or cause the direction of the management
and policies of a Person, whether through ownership of voting securities or
general partnership or managing member interests, by contract or
otherwise.  Without limiting the
generality of the foregoing, a Person shall be deemed to control any other
Person in which it owns, directly or indirectly, a majority of the ownership
interests.  NewCo shall be deemed to be
an Affiliate of Bayer.  Agreement
is defined in the Preamble.  Alemtuzumab
MS means Campath intended for use in multiple sclerosis.  Alemtuzumab
MS Business means any research, development, manufacturing, marketing,
distribution and selling of Alemtuzumab MS and its Improvements.  Alemtuzumab
MS Milestone Payments is defined in Section 4.2.2.  Alemtuzumab
MS Royalty Payments is defined in Section 4.2.1.  Ancillary Agreements means (a) the Distribution and
Development Agreement, (b) the Purchase and Sale Agreement, (c) the
Fludara Supply Agreement, (d) the Leukine Tolling Agreement, (e) the
Transition Services Agreement, (f) the Pharmacovigilance Agreement, (g) the
Marketing Authorization Agency Agreement, (h) the Quality Assurance Agreement,
(i) the NewCo Agreement(s) and (j) IT Services Agreement and any
other Contractual Obligation by and between Bayer or its Affiliates on the one
hand and Genzyme or its Affiliates on the other hand related to or in
furtherance of the transactions contemplated by this Agreement.  Apportioned
Taxes is defined in Section 14.5.1.  Approved
Alemtuzumab MS means Alemtuzumab MS after approval by a Governmental
Authority for use in multiple sclerosis.  Arbitration
Notice is defined in Section 4.1.3(e).  Assumed
Liabilities means the following Liabilities of Bayer or any of its
Affiliates (to the extent such Liabilities would have been the Liabilities of
Bayer or any of its Affiliates if the Contemplated Transactions were not
consummated):  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibithas been filed separately
with the Commission.  3


(a)           all Liabilities arising after the Closing under the
Transferred Contracts, other than Liabilities arising out of or directly or
indirectly relating to any breach, default or action or omission of Bayer or
any of its Affiliates occurring prior to the Closing;  (b)           all Liabilities under any purchase order that constitutes
a Transferred Contract for the purchase of any products or services ordered
thereby which have not been delivered or performed on or prior to the Closing
Date;  (c)           all Liabilities arising after the Closing for the payment
of royalties under any In-License Agreement pursuant to Section 4.1.4;  (d)           all Liabilities with respect to Business Employees and
their beneficiaries which are or become Genzymes responsibility pursuant to Section 8.11
hereof.  (e)           all obligations to provide replacement Licensed Products
under any warranties applicable to Licensed Products sold by the Bayer Business
prior to the Closing; and  (f)            all Liabilities arising after Closing with respect to
Acquired Assets (except with regard to the sale, distribution, or use of
Licensed Product or Inventory by any Person) (other than (i) as set forth
in clause (a) above or (ii) arising out of or directly or indirectly
relating to any breach, default or action or omission of Bayer or any of its
Affiliates occurring prior to the Closing); and  (g)           all Liabilities exclusively related to the Business
arising after the Closing out of Joint Contracts as specified in Section 8.21,
other than Liabilities arising out of or directly or indirectly relating to any
breach, default or action or omission of Bayer or any of its Affiliates.  Audit
Opinion is defined in Section 8.13.3.  Audited
Financial Statements is defined in Section 8.13.3.  Auditor
Consents is defined in Section 8.13.3.  Average
Age is defined in Section 8.16.5(a).  Bayer
is defined in the Preamble.  Bayer
Business means the Business to the extent conducted by Bayer and its
Affiliates prior to or as of the Closing Date, either directly or indirectly
through an extension of rights that Bayer Controls to contractors (including
distributors) or licensees.  Bayer
Parent is defined in the Preamble.  Bayer
Employee Plan is defined in Section 6.13.1.  Bayer
Improvements means any of the following:  
 [**] = Portions of
this exhibit have been omitted pursuant to a confidential treatment request. An
unredacted version of this exhibit has been filed separately with the
Commission.  4


(a) with
respect to Fludara, any [**] prior to the Closing Date;  (b) with
respect to Leukine, any [**] with the corresponding [**], that (i) was
[**] or (ii) [**] and the Closing Date; and  (c) with
respect to Campath, any [**] prior to the Closing Date [**], that (i) has
[**], (ii) has [**],  (iii) has [**], and (iv) that [**].  Bayer
Indemnified Person is defined in Section 13.2.1.  Bayer
Rebate Liability is defined in Section 8.16.1.  Bayer
Welfare Plan is defined in Section 8.11.3.  Bayers
Knowledge means the actual knowledge of any of the individuals holding the
positions set forth on Schedule 1A.  Business
means the Campath Business, the Fludara Business, the Leukine Business and the
Alemtuzumab MS Business.  Business
Day means any weekday other than a weekday on which banks in New York, New
York or Frankfurt, Germany are authorized or required to be closed.  Business
Domain Names means the internet domain names exclusively relating to the
Bayer Business, including those listed on Schedule 1B.  Business
Employee means each regular employee of Bayer or any of its Affiliates who
devotes [**] or more of his or her work time to the sale and/or marketing of
Fludara, Leukine and/or Campath or devoted [**] or more of his or her work time
to the sale and/or marketing of Fludara, Leukine and/or Campath on [**] and
remains employed by Bayer or any of its Affiliates.  The term Business Employee does not include
any Leukine Employee.  Business-Specific
Licensed Copyrights means all works of authorship (including advertising,
marketing and promotional materials, artwork, labeling, and other works of
authorship), and all copyrights, moral rights and other rights and interests
thereto throughout the Territory, whether or not registered, that are Controlled
by Bayer or any of its Affiliates, that are exclusively related to the Licensed
Products and that are used exclusively in, had been used exclusively in and are
currently exclusive to, or were developed exclusively for and are currently
exclusive to, the Bayer Business.  Business-Specific
Licensed IP means the Business-Specific Licensed Copyrights,
Business-Specific Licensed Know-How, Business-Specific Licensed Patents and
Business-Specific Licensed Trademarks.  Business-Specific
Licensed Know-How means Know-How Controlled by Bayer or any of its
Affiliates that (a) is exclusively related to the inventions claimed in
the Business-Specific  
 [**] = Portions of
this exhibit have been omitted pursuant to a confidential treatment request. An
unredacted version of this exhibit has been filed separately with the
Commission.  5


Licensed Patents, or (b) is exclusively
related to the Licensed Products and is used exclusively in, had been used
exclusively in and is currently exclusive to, or was developed exclusively for
and are currently exclusive to, the Bayer Business, or (c) was developed
exclusively for the Licensed Products in the course of performance of the
development plan under the DDA.  For clarity
purposes any [**] as defined in the [**] is included in the Business-Specific
Licensed Know-How.   Business-Specific
Licensed Patents means any Patent Rights Controlled by Bayer or its
Affiliates that are exclusively related to the Licensed Products and (a) claim
inventions that are used exclusively in, had been used exclusively in and are
currently exclusive to, or were developed exclusively for and are currently
exclusive to, the Bayer Business or (b) claim inventions developed in the
course of performance of the development plan under the DDA.  The Business-Specific Licensed Patents
include those Patent Rights set forth on Schedule 1C and any Patent
Rights that directly or indirectly claim priority to such Patent Rights
(including continuations-in-part, but only to the extent the claims in the
continuations-in-part claim inventions to subject matter that is exclusively
related to the Licensed Products and used exclusively in, had been used
exclusively in and is as of the Closing Date exclusive to, or was developed
exclusively for and is currently exclusive to, the Bayer Business and to the
extent such inventions either (a) were disclosed and described in the
Patent Rights filed prior to the Closing Date or (b) are included in
Business-Specific Licensed Know-How as such Know-How existed on the Closing
Date).  Business-Specific
Licensed Trademarks means the United States or foreign trademarks and
service marks, the goodwill associated therewith, and all registrations and
applications relating thereto, that are Controlled by Bayer or any of its
Affiliates, that are exclusively related to the Licensed Products and that are
used exclusively in, had been used exclusively in and are currently exclusive
to, or were developed exclusively for and are currently exclusive to, the Bayer
Business.  The Business-Specific Licensed
Trademarks include those trademarks set forth on Schedule 1D.  Campath
means the humanized antibody directed against CD-52 known as Campath 1H, and
any product containing such antibody as an active ingredient.  Campath
Business means the research, development, manufacturing, marketing,
distribution and selling of Campath and its Improvements for all fields of use
except for the field of treatment of multiple sclerosis.  Campath
Oncology means Campath excluding Approved Alemtuzumab MS.  Chargeback
Liability Shift Date is defined in Section 8.16.2.  Claim
is defined in Section 15.10.1.  Closing
is defined in Section 5.1.  Closing
Date means the date on which the Closing actually occurs.  
 [**] = Portions of
this exhibit have been omitted pursuant to a confidential treatment request. An
unredacted version of this exhibit has been filed separately with the
Commission.  6


Closing
Domestic Inventory Schedule is defined in Section 4.1.3(b).  Closing
Foreign Inventory Schedule is defined in Section 4.1.3(c).  Code
means the U.S. Internal Revenue Code of 1986, as amended.  Combination
Product means any product that comprises a Licensed Product and at least
one of the following, either packaged together or in the same formulation:  a drug delivery device or a clinically active
therapeutic, prophylactic or diagnostic ingredient or component that is not a
Licensed Product.  Combination
Sale is defined in the definition of Net Sales.  Compensation
means, with respect to any Person, all salaries, wages, compensation,
remuneration (cash or in-kind), bonuses and benefits of any kind or character
whatever (including issuances or grants of equity interests), made directly or
indirectly by Bayer or an Affiliate to such Person or Affiliates of such
Person.  Confidential
Disclosure Agreement means that certain Confidential Disclosure Agreement
entered into as of April 14, 2008 by and between Bayer Healthcare
Pharmaceuticals Inc. including its Affiliates and Genzyme Corporation including
its Subsidiaries, as amended on May 14, 2008.  Confidential
Information is defined in Section 8.8.3.  Confidentiality
Date is defined in Section 8.8.1.  Contemplated
Transactions means, collectively, the transactions contemplated by this
Agreement, including (a) the licenses of the Licensed IP, the sale of the
Acquired Assets, and the assignment and assumption of the Assumed Liabilities
and (b) the execution, delivery and performance of the Ancillary
Agreements.  Contractual
Obligation means, with respect to any Person, any contract, agreement,
plan, mortgage, lease, license, commitment, promise, undertaking, arrangement
or understanding, whether written or oral and whether express or implied, or
other document or instrument to which or by which such Person is a party or
otherwise subject or bound or to which or by which any property, business,
operation or right of such Person is subject or bound.  Control
or Controlled means, with respect to any Intellectual Property right,
possession by a party (including its Affiliates) of the right (whether by
ownership, license or otherwise) to grant to another party a license or a
sublicense under such Intellectual Property right without violating the terms
of any agreement or other arrangement with any third party.  Days
of Channel Inventory is defined in Section 8.16.1.  DDA
means that certain Distribution and Development Agreement entered into as of  
 [**] = Portions of
this exhibit have been omitted pursuant to a confidential treatment request. An
unredacted version of this exhibit has been filed separately with the
Commission.  7


August 23, 1999 by and between Genzyme
and Bayer, as amended, including those amendments dated as of December 19,
2000, January 20, 2003 and November 23, 2004.  Direct
Employment Costs shall mean [**] inclusive of any [**] or any other [**].  Disclosed
Contract is defined in Section 6.15.2.  Dispute
Escalation Notice is defined in Section 15.10.2.  Dispute
Notice is defined in Section 4.1.3(d).  Disputed
Item is defined in Section 4.1.3(d).  Distribution
and Development Agreement is defined in Section 5.2(g)(i).  Domain
Name Assignment Documentation is defined in Section 5.2(c).  Domestic
Count is defined in Section 4.1.3(b).  Drug
Laws means the Federal Food, Drug, and Cosmetic Act, the Public Health
Service Act, the United States anti-kickback statute, or the regulations and
regulatory guidance promulgated thereunder or similar Legal Requirements of any
foreign jurisdiction, including
those relating to good laboratory practices, good clinical practices, adverse
event reporting, good manufacturing practices, advertising and promotion,
recordkeeping, and filing of reports.  EMEA
means the European Medicines Agency, or any successor agency with
responsibilities comparable to those of the European Medicines Agency.  Employee
Benefit Plan is defined in Section 6.13.1.  Employment
Offer shall mean offers of employment on Equivalent Employment Terms to at
least [**] of the Business Employees listed on Schedule 6.17.1 (as updated five
(5) Business Days prior to the Closing Date).  For purposes of calculating the [**] test,
all Business Employees who transfer by operation of non-U.S. Legal Requirement
to Genzyme or any of its Affiliates (i) shall be included in the [**] and (ii) shall
be included in the [**] only if [**].  Encumbrance
means any charge, claim, condition, equitable interest, lien, license, option,
pledge, security interest, mortgage, right of way, easement, encroachment,
servitude, right of first offer or first refusal, buy/sell agreement and any
other restriction or covenant with respect to, or condition governing the use,
construction, voting (in the case of any security or equity interest),
transfer, receipt of income or exercise of any other attribute of ownership.  Enforceable
means, with respect to any Contractual Obligation stated to be Enforceable by
or against any Person, that such Contractual Obligation is a legal, valid and
binding obligation of such Person enforceable by or against such Person in
accordance with its terms, except to the extent that enforcement of the rights
and remedies created thereby is subject to bankruptcy,  
 [**] = Portions of
this exhibit have been omitted pursuant to a confidential treatment request. An
unredacted version of this exhibit has been filed separately with the
Commission.  8


insolvency, reorganization, moratorium and
other similar laws of general application affecting the rights and remedies of
creditors and to general principles of equity (regardless of whether
enforceability is considered in a proceeding in equity or at law).  Environmental
Laws means any Legal Requirement relating to (a) releases or
threatened releases of Hazardous Substances, (b) pollution or protection
of public health or the environment or worker safety or health or (c) the
manufacture, handling, transport, use, treatment, storage, or disposal of
Hazardous Substances.  Equivalent
Employment Terms means (a) with respect to Business Employees other
than Non-U.S. Business Employees, employment terms [**] to those received by
such Business Employees from Bayer or any of its Affiliates immediately prior
to the Execution Date, and (b) with respect to Non-U.S. Business Employees
whose principal place of employment is in a particular country, employment
terms [**] to (i) those received by such Non-U.S. Business Employees whose
principal place of employment is in such country from Bayer or any of its
Affiliates immediately prior to the Execution Date or, if applicable, (ii) those
required to be provided by any Legal Requirement.  Equivalent
Offer Employees shall mean Business Employees who receive an offer of
employment on Equivalent Employment Terms from Genzyme or any of its
Affiliates.  ERISA
is defined in Section 6.13.1.  ERISA
Affiliate is defined in Section 6.13.1.  Excluded
Bayer Liabilities means (a) all Liabilities of Bayer or any of its
Affiliates for Taxes for any taxable period and all Liabilities of Bayer or any
of its Affiliates for Taxes relating to the Bayer Business, the Acquired
Assets, the Business-Specific Licensed IP or the Shared Licensed IP (subject to
Sections 14.2 and 14.5) for any taxable period or portion thereof ending on or
before the Closing Dateand (b) the
following Liabilities of Bayer or any of its Affiliates that are not
specifically included in the definition of Assumed Liabilities:  (i)    all Liabilities of Bayer or any of its Affiliates arising prior
to the Closing that give rise to Permitted Encumbrances on the Acquired Assets;  (ii)   all Liabilities of Bayer or any of its Affiliates to or with
respect to Business Employees and their beneficiaries to the extent provided in
Section 8.11 hereof.  (iii)  all Liabilities of Bayer or any of its Affiliates in respect of all
payables of the Bayer Business as of the Closing Date, including intercompany
payables among Bayer and its Affiliates;  (iv)  all indebtedness of Bayer or any of its Affiliates;  (v)   all reasonable costs and expenses (other than time spent by
Genzymes or its Affiliates personnel) incurred by Genzyme or any of its
Affiliates in connection with  
 [**] = Portions of
this exhibit have been omitted pursuant to a confidential treatment request. An
unredacted version of this exhibit has been filed separately with the
Commission.  9


the obligations assumed by
Genzyme pursuant to clause (e) of the definition of Assumed Liabilities;  (vi)  all Liabilities of Bayer or any of its Affiliates that are
attributable to certain sales of products of the Bayer Business made by Bayer
or any of its Affiliates prior to the Closing as calculated pursuant to Section 8.16;  (vii) all claims, Actions or Losses arising from products sold by Bayer or
an Affiliate prior to the Closing;  (viii)   all Liabilities arising prior to the Closing
with respect to Acquired Assets (other than those included within the
definition of Assumed Liabilities) or with respect to Retained Assets except as
otherwise specified in Section 8.20 with respect to Joint Contracts;  (ix)  all Liabilities arising from violations or alleged violations by Bayer
or its Affiliates of applicable Legal Requirements relating to reimbursement,
pricing, kickbacks or submissions of any false claims relating to the conduct
of the Bayer Business prior to Closing; and  (x)   all Liabilities of Bayer or any of its Affiliates that arise prior
to the Closing, including from operation of the Bayer Business, that are not (i) specifically
included in the definition of Assumed Liabilities, (ii) described in
clauses (i) through (ix) in this definition of Excluded Bayer
Liabilities or (iii) described in clauses (a) through (i) in the
definition of Excluded Genzyme Liabilities);  in
each case, except to the extent Bayer is entitled to indemnification therefor
(as limited by the monetary and other limitations set forth in Article 13)
or such Liability is otherwise expressly allocated under this Agreement or an
Ancillary Agreement.  Nothing in this
Agreement shall be interpreted as imposing on Bayer any Liability for personal
injury arising from the sale, distribution, or use of any Licensed Product or
Inventory after the Closing Date except to the extent Genzyme is entitled to
indemnification under this Agreement or an Ancillary Agreement or as expressly
allocated to Bayer under this Agreement or an Ancillary Agreement.  Excluded
Genzyme Liabilities means:  (a)           all Liabilities of Genzyme or any of its Affiliates for
Taxes arising out of the operation of the Business for (i) any taxable
period beginning after the Closing Date and (ii) with respect to any
taxable period that begins on or before the Closing Date and ends after the
Closing Date, the portion of such taxable period that begins after the Closing
Date, subject to Sections 14.2 and 14.5;  (b)           all Liabilities of Genzyme or any of its Affiliates that
give rise on or after the Closing to Permitted Encumbrances on the Acquired
Assets;  
 [**] = Portions of
this exhibit have been omitted pursuant to a confidential treatment request. An
unredacted version of this exhibit has been filed separately with the
Commission.  10


(c)           all Liabilities of Genzyme or any of its Affiliates to or
with respect to Business Employees and their beneficiaries to the extent
provided in Section 8.11 hereof;  (d)           all Liabilities of Genzyme or any of its Affiliates in
respect of all payables of the Business to the extent arising after Closing,
including intercompany payables among Genzyme and its Affiliates;  (e)           all indebtedness of Genzyme or any of its Affiliates;  (f)            all Liabilities that are attributable to certain sales of
Licensed Products made by Genzyme or any of its Affiliates after the Closing,
including those that are labeled with an NDC number of Bayer or any of its
Affiliates as calculated pursuant to Section 8.16; and  (g)           all claims, Actions or Losses arising from products sold
by Genzyme or any of its Affiliates after the Closing; and  (h)           Liabilities arising from violations or alleged violations
by Genzyme or its Affiliates of applicable Legal Requirements relating to
reimbursement, pricing, kickbacks or submissions of any false claims relating
to the conduct of the Business after Closing;  in
each case, except to the extent Genzyme is entitled to indemnification therefor
(as limited by the monetary and other limitations set forth in Article 13)
or such Liability is otherwise expressly allocated under this Agreement or an
Ancillary Agreement.  Exclusive
Period means, for a product, that period for which Bayer has a
non-competition obligation under Section 8.10.1 for such product.  Execution
Date is defined in the Preamble.  FDA
means the United States Food and Drug Administration, or any successor agency
in the United States with responsibilities comparable to those of the United
States Food and Drug Administration.  First
Oncology Milestone Threshold is defined in Section 4.1.6.  Fludara
means products containing fludarabine phosphate as an active ingredient.  Fludara
Business means any research, development, manufacturing, marketing,
distribution and selling of Fludara and its Improvements for all fields of use.  Fludara
Supply Agreement is defined in Section 5.2(g)(iii).  Foreign
Count is defined in Section 4.1.3(c).  FTC
means the United States Federal Trade
Commission, or any successor agency in the United States with responsibilities
comparable to those of the United States Federal Trade Commission.  
 [**] = Portions of
this exhibit have been omitted pursuant to a confidential treatment request. An
unredacted version of this exhibit has been filed separately with the
Commission.  11


Fully
Loaded Standard Cost means, (a) with respect to the items set forth
in Schedule 1E, the amounts set forth in such Schedule and (b) with
respect to each other type of Inventory, (i) all direct costs actually
accrued or incurred by Bayer to purchase or manufacture (including finishing
processes such as packaging, labeling and other preparation, quality assurance,
quality control and other testing, storage and shipping) Inventory including
the costs of labor, employee benefits, raw materials, supplies, services and
other resources directly consumed or used in the conduct of the applicable
activity and any fees payable to any third party to the extent attributable to
the purchase or manufacture of such Inventory and (ii) all indirect costs
(including costs of facilities, utilities, insurance and facility and equipment
depreciation and other overhead allocations) to the extent directly or
indirectly related to the applicable activity, allocated based upon the
proportion of such costs and time directly attributable to the support of the
applicable activity (such allocation to be consistent with the allocation
percentages historically applied by Bayer prior to the Execution Date to the
extent consistent with applicable accounting standards).  All such cost determinations for raw
materials and purchased goods shall be made in accordance with Bayers standard
accounting practices under International Financial Reporting Standards as
consistently practiced by Bayer and used in the accounting reports and shall be
supported by appropriate documentation. 
All such cost determinations for all other items of inventory shall be
made in accordance with Bayers standard costs as consistently practiced by
Bayer and shall be supported by appropriate documentation.  For the avoidance of doubt, the computation
of Fully Loaded Standard Cost will exclude any and all costs and expenses
relating to the manufacturing facility to be transferred to Genzyme under the
Purchase and Sale Agreement.  GAAP
means generally accepted accounting principles in the United States as in
effect from time to time.  GEIA
is defined in Section 6.10.9.  Genzyme
is defined in the Preamble.  Genzyme
DC Plan is defined in Section 8.11.6.  Genzyme
Employee Plan is defined in Section 8.11.5.  Genzyme
Improvements means any of the following made or acquired by or on behalf
of Genzyme or its Affiliates:  (a) with
respect to Fludara, any [**];  (b) with
respect to Leukine, any [**] with the corresponding [**]; and  (c) with
respect to Campath, any [**], that (i) has [**], (ii) has [**], 
(iii) has [**], and (iv) that [**].  Genzyme
Indemnified Person is defined in Section 13.1.1.  Go
Decision means a decision by Bayer to initiate pre-clinical development of
a drug  
 [**] = Portions of
this exhibit have been omitted pursuant to a confidential treatment request. An
unredacted version of this exhibit has been filed separately with the
Commission.  12


candidate and generate the data required for
the first clinical trial of such drug candidate, which decision corresponds to
the decision that is currently designated by Bayer as D3.  Governmental
Authority means any government or any agency, bureau, board, commission,
court, department, political subdivision, tribunal, or other instrumentality of
any government (including any regulatory or administrative agency), whether
federal, state or local, domestic or foreign, and including any multinational
authority or non-governmental authority which licenses or authorizes or may
license or authorize the manufacturing, distribution, marketing or sale of a
Licensed Product.  The term, Governmental
Authority, shall not include medical facilities or institutions of higher
education including colleges or universities.  Governmental
Order means any order, writ, judgment, injunction, decree, stipulation,
ruling, determination or award entered by or with any Governmental Authority or
arbitrator(s).  Hazardous
Substance means any pollutant, crude oil distillate or any fraction
thereof, any petroleum-based substance, contaminant or toxic or hazardous
material (including toxic mold or any other hazardous biological contaminant),
substance or waste.  Hired
Employees is defined in Section 8.11.1(b).  Hospira
Agreement means that certain Supply Agreement, dated May 12, 2001,
between Berlex Laboratories (formerly Immunex Corporation) and Hospira
Worldwide, Inc. (formerly Abbott Laboratories), as amended December 28,
2004 and December 8, 2005.  HSR
Act means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.  IFRS
is defined in Section 8.13.2.  Improvements
means Bayer Improvements and Genzyme Improvements.  In-License
Agreement means any Contractual Obligation entered into prior to the
Closing Date under which a third party has granted Bayer or its Affiliate any
Intellectual Property rights related to the Licensed Products.  In-Licensed
IP is defined in Section 2.1.4(b).  Indemnified
Party means, with respect to any Indemnity Claim, the party or Person
asserting such claim under Section 13.1 or 13.2, as the case may be.  Indemnifying Party means, with respect to any Indemnity Claim,
the Genzyme Indemnified Person or the Bayer Indemnified Person under Section 13.1
or 13.2, as the case may be, against whom such claim is asserted.  Indemnity
Basket is defined in Section 13.1.2.  Indemnity
Claim means a claim for indemnity under Section 13.1 or 13.2, as the
case may  
 [**] = Portions of
this exhibit have been omitted pursuant to a confidential treatment request. An
unredacted version of this exhibit has been filed separately with the
Commission.  13


be.  Independent Auditor is defined in Section 8.13.3.  Infringement Claim is defined in Section 9.3.1.  Intellectual Property means intellectual property rights of
every kind and nature throughout the world, however denominated, including all
rights and interests pertaining to or deriving from:  (a)           Patent Rights and Know-How;  (b)           trademarks, trade names, service
marks, service names, brands, trade dress and logos, domain names, and the
goodwill and activities associated therewith;  (c)           copyrights, works of authorship,
rights of privacy and publicity, moral rights, and similar proprietary rights
of any kind or nature, in all media now known or hereafter created; and  (d)           any and all registrations,
applications, recordings, licenses, statutory rights, common-law rights and
rights under Contractual Obligations relating to any of the foregoing.  Invention
and Confidentiality Agreements is defined in Section 6.10.9.  Inventory
means (a) all labeled or unlabeled vials of Campath, wherever located, (b) all
finished goods inventory of Fludara and Leukine, wherever located, that has
been Released by Bayer or its Affiliates and, (c) in the case of Leukine,
all raw materials, work-in-process, packed/not released products, purchased
goods, goods in transit (not including goods in transit to third parties),
goods off premises (including materials subject to process and goods held in
storage), goods on consignment and other materials and supplies used
exclusively for Leukine, including packaging.  Inventory
Referee is defined in Section 4.1.3(e).  Inventory
Schedule and Inventory Schedules are defined in
Section 4.1.3(d).  Joint
Contract is defined in Section 8.20.  Joint
Permit is defined in Section 8.14.1.  Joint
Transition Team is defined in Section 8.17.  Know-How
means inventions, business and technical information, know-how and materials,
including technology, software, instrumentation, devices, data, compositions,
formulas, biological materials, assays, reagents, constructs, compounds,
discoveries, procedures, processes, practices, protocols, methods, techniques,
results of experimentation or testing, knowledge, trade secrets, skill and
experience, in each case whether or not patentable or copyrightable.  
 [**] = Portions of
this exhibit have been omitted pursuant to a confidential treatment request. An
unredacted version of this exhibit has been filed separately with the
Commission.  14


Legal
Requirement means any United States federal, state or local or foreign
law, statute, standard, ordinance, code, rule, regulation, resolution or
promulgation, or any Governmental Order, or any license, franchise, permit or
similar right granted under any of the foregoing, or any similar provision
having the force or effect of law.  Leukine
means the product that contains the active ingredient generically known as
Sargramostim (i.e., that contains modified human granulocyte macrophage-colony
stimulating factor produced by recombinant DNA technology).  Leukine
Business means any research, development, marketing, manufacturing,
distribution and selling of Leukine and its Improvements for all fields of use.  Leukine
Employee is defined in the Purchase and Sale Agreement.  Leukine
Plant is defined in the Purchase and Sale Agreement.  Leukine
Tolling Agreement is defined in Section 5.2(g)(iv).  Liability
means, with respect to any Person, any liability or obligation of such Person
whether known or unknown, whether asserted or unasserted, whether determined,
determinable or otherwise, whether absolute or contingent, whether accrued or
unaccrued, whether liquidated or unliquidated, whether incurred or
consequential, whether due or to become due and whether or not required under
GAAP to be accrued on the financial statements of such Person.  Licensed
Copyrights means the Business-Specific Licensed Copyrights and the Shared
Licensed Copyrights.  Licensed
IP means the Business-Specific Licensed IP and the Shared Licensed IP.  Licensed
Know-How means the Business-Specific Licensed Know-How and the Shared
Licensed Know-How.  Licensed
Patents means the Business-Specific Licensed Patents and the Shared
Licensed Patents.  Licensed
Products means Fludara and any Improvements thereto; Leukine and any
Improvements thereto; and Campath and any Improvements thereto.  Licensed
Trademarks means the Business-Specific Licensed Trademarks and the Shared
Licensed Trademarks.  Losses
means any loss, cost, Liability or expense, Tax, settlement, damage of any
kind, judgment, obligation, charge, fee, fine, penalty, interest, court cost
and/or administrative and reasonable attorneys fees, reasonable expert fees,
reasonable consulting fees, and reasonable disbursements (at all levels,
including appellate), but excluding all indirect corporate and administrative
overhead costs.  Losses shall be
decreased to take into account any Tax benefit  
 [**] = Portions of
this exhibit have been omitted pursuant to a confidential treatment request. An
unredacted version of this exhibit has been filed separately with the
Commission.  15


actually received by the Indemnified Parties
or their Affiliates arising from the incurrence or payment of the relevant
indemnified item and increased by the amount of any Tax cost actually incurred
by the Indemnified Parties or their Affiliates on account of the accrual and
receipt of the related indemnification payment.  Major
Market Countries means the United States, Germany, France, Italy,
Spain and United Kingdom.  Marketing
Authorization Agency Agreement is defined in Section 5.2(g)(vii).  Material
Adverse Effect means any change, effect or circumstance that, individually
or in the aggregate with all other changes, effects and circumstances is or
would reasonably be expected to be, materially adverse to the Oncology Products
Business or the Alemtuzumab MS Business as operated as of the Execution Date by
Bayer or its Affiliates, (including the Acquired Assets, Business-Specific
Licensed IP, and Assumed Liabilities), disregarding any changes, effects or
circumstances to the extent they arise out of (a) a deterioration in the
economy in general in the United States or any country in which such Oncology
Products Business or Alemtuzumab MS Business is conducted, so long as any such
deterioration does not have a disproportionate impact on such Oncology Products
Business or Alemtuzumab MS Business (including the Acquired Assets, Business-Specific
Licensed IP, and Assumed Liabilities), (b) an outbreak or escalation of
hostilities involving the United States or any member state of the European
Union, the declaration by the United States or any member state of the European
Union of a national emergency or war, or the occurrence of any acts of
terrorism, so long as any of the foregoing do not have a disproportionate
impact on such Oncology Products Business or Alemtuzumab MS Business (including
the Acquired Assets, Business-Specific Licensed IP, and Assumed Liabilities), (c) a
change in Legal Requirements or (d) the announcement of the Contemplated
Transactions (including a loss of customers, suppliers, distributors, service
providers or employees to the extent attributable thereto).  Material
Default is defined in Section 12.3.1.  Material
Country means the Major Market Countries and Japan, China, Brazil, Poland,
Canada, Romania, Hungary, Turkey, Czech Republic, Australia, Netherlands and
Mexico.  Maximum
Indemnity Cap is defined in Section 13.1.2.  Milestone
Buyout Payment is defined in Section 4.2.3.  Milestone
Payments means, collectively, the Alemtuzumab MSMilestone Payments and the Oncology Product Milestone Payments.  NDC
means National Drug Code.  Net
Combination Sale Amount is defined in the definition of Net Sales.  Net
Sales means the gross invoiced sales amount of Licensed Products billed by
Genzyme  
 [**] = Portions of
this exhibit have been omitted pursuant to a confidential treatment request. An
unredacted version of this exhibit has been filed separately with the
Commission.  16


or its Affiliates or Sublicensees, in each
case to independent third parties, including to distributors and end-users, for
the sale or other commercial disposition of Licensed Products in the Territory,
plus the amounts of any royalties paid to Genzyme pursuant to any Out-License Agreement
included in the Transferred Contracts, less the following items as applicable
to such Licensed Products to the extent actually taken or incurred with respect
to such sale (the Permitted Deductions) and all in accordance with
standard allocation procedures, allowance methodologies and accounting methods
consistently applied, in accordance with GAAP (except as otherwise provided
below):  (a)   credits or allowances for returns, rejections
or recalls (due to spoilage, damage, expiration of useful life or otherwise),
retroactive price reductions or billing corrections;  (b)   separately itemized invoiced freight, postage,
shipping and insurance, handling and other transportation costs;  (c)   sales, use, value added and other similar
taxes (excluding income taxes), tariffs, customs duties, surcharges and other
governmental charges levied on the production, sale, transportation, delivery
or use of the Licensed Products in the Territory that are incurred at time of
sale or are directly related to the sale;  (d)   any quantity, cash or other trade discounts,
rebates, returns, refunds, charge backs, fees, credits or allowances (including
amounts incurred in connection with government-mandated rebate and discount
programs, third party rebates and charge backs, and hospital buying group/group
purchasing organization administration fees and payor organizations),
distribution fees, sales commissions paid to third parties, retroactive price
reductions and billing corrections; and  (e)   deductions for bad debts.  In
the case of deductions for bad debts, the adjustment amount will be based on
actual bad debts incurred and written off as uncollectible by Genzyme in a
quarter, net of any recoveries of previously written off bad debts from current
or prior quarters.  Notwithstanding
the foregoing, the following will not be included in Net Sales: (i) Genzymes
transfer of Licensed Product to an Affiliate (unless such sale is a final
sale), (ii) Licensed Product provided by Genzyme or its Affiliate for
administration to patients enrolled in clinical trials or distributed through a
not-for-profit foundation at no or nominal charge to eligible patients, (iii) commercially
reasonable quantities of Licensed Product used as samples to promote additional
Net Sales and (iv) Transplant Sales as defined in the Distribution and
Development Agreement.  Notwithstanding
the foregoing, in the event a Licensed Product is sold as a Combination Product
or together with one or more products for a single invoiced amount (in each
case, a Combination Sale), the Net Sales amount for the Licensed
Product sold in such a Combination Sale shall be that portion of the gross
amount invoiced for such Combination Sale (less all  
 [**] = Portions of
this exhibit have been omitted pursuant to a confidential treatment request. An
unredacted version of this exhibit has been filed separately with the
Commission.  17


Permitted Deductions) determined as follows:  Except
as provided below, the Net Sales amount for a Combination Sale will equal the gross
amount invoiced for the Combination Sale, reduced by the Permitted Deductions
(the Net Combination Sale Amount), multiplied by the fraction A/(A+B),
where A is the wholesale acquisition cost charged by Genzyme, its Affiliates or
Sublicensees, as applicable, in the country where such Combination Sale occurs,
of the Licensed Product contained in the Combination Product if sold as a
separate product in such country by Genzyme, its Affiliates or Sublicensees, as
applicable, and B is the aggregate of the wholesale acquisition cost charged by
Genzyme, its Affiliates or Sublicensees, as applicable, in such country, of
such other products or active ingredients/components, as the case may be,
included in the Combination Product if sold separately in such country by
Genzyme, its Affiliates or Sublicensees, as applicable.  In
the event that Genzyme, its Affiliates or Sublicensees sell the Licensed
Product included in a Combination Sale as a separate product in a country, but
do not separately sell all of the other products or active
ingredients/components, as the case may be, included in such Combination Sale
in such country, the calculation of Net Sales resulting from such Combination
Sale shall be determined by multiplying the Net Combination Sale Amount by the
fraction A/C where Ais the
wholesale acquisition cost charged by Genzyme, its Affiliates or its
Sublicensees, as applicable, in the country where such Combination Sale occurs,
of the Licensed Product contained in the Combination Product if sold as a
separate product in such country by Genzyme, its Affiliates or its
Sublicensees, as applicable, andCis the wholesale acquisition cost charged
by Genzyme, its Affiliates or its Sublicensees, as applicable, in such country
for the entire Combination Sale.  In
the event that Genzyme, its Affiliates or its Sublicensees do not sell the
Licensed Product included in a Combination Sale as a separate product in the
country where such Combination Sale occurs, but do separately sell all of the
other products or active ingredients/components, as the case may be, included
in the Combination Sale in such country, the calculation of Net Sales resulting
from such Combination Sale shall be determined by multiplying the Net
Combination Sale Amount by the fraction (C-D)/C, where C is the wholesale
acquisition cost charged by Genzyme, its Affiliates or its Sublicensees, as
applicable, in the country where such Combination Sale occurs, of the entire
Combination Sale, and D is the aggregate of the wholesale acquisition cost
charged by Genzyme, its Affiliates or Sublicensees, as applicable, in such
country, of such other products or active ingredients/components, as the case
may be, included in the Combination Product if sold separately in such country
by Genzyme, its Affiliates or its Sublicensees, as applicable.  If
the calculation of Net Sales resulting from a Combination Sale in a country
cannot be determined by any of the foregoing methods, the calculation of Net
Sales for such Combination Sale shall be determined between the parties in good
faith negotiations.  NewCo
is defined in Section 8.23.  NewCo
Agreements is defined in Section 5.2(g)(ix).  
 [**] = Portions of
this exhibit have been omitted pursuant to a confidential treatment request. An
unredacted version of this exhibit has been filed separately with the
Commission.  18


Nonassigned
Asset is defined in Section 3.2.2.  Non-Exclusive
Period means, for a product, that period after which Bayers
non-competition obligation under Section 8.10.1 for such product has
expired.  Non-Retained
Employees is defined in Section 8.11.1(c).  Non-U.S.
Business Employees means all Business Employees based outside of the
United States.  Notice
of Dispute is defined in Section 15.10.2.  Offer
Employees is defined in Section 8.11.1(a).  Oncology Product means each of (a) Fludara
and any Improvements thereto, (b) Leukine and any Improvements thereto and
(c) Campath Oncology and any Improvements thereto.  Oncology Products Business means the
Campath Business, the Fludara Business and the Leukine Business taken as a
whole.  Oncology Product Milestone Paymentsis defined inSection 4.1.6.  Oncology Product Royalty Paymentsis defined inSection 4.1.5.  Oncology Year Oneis defined in Section 4.1.6.  Oncology Year Twois defined in Section 4.1.6.  Oncology Year Threeis defined in Section 4.1.6.  Ordinary
Course of Business means an action taken by any Person in the ordinary
course of such Persons business which is consistent with the past customs and
practices of such Person given the circumstances and which is taken in the
ordinary course of the normal day-to-day operations of such Person given the
circumstances, but in all cases, without taking into consideration the
Contemplated Transactions.  Organizational
Documents means, with respect to any Person (other than an individual),
(a) the certificate or articles of incorporation or organization
and any joint venture, limited liability company, operating or partnership
agreement and other similar documents adopted or filed in connection with the
creation, formation or organization of such Person and (b) all by-laws and
similar instruments relating to the organization or governance of such Person,
in each case, as amended or supplemented.  Other
Key Countries means Russia, Japan, China, Brazil, Poland and Canada.  Out-License
Agreement means any Contractual Obligation entered into prior to the
Closing Date under which Bayer or its Affiliate has granted to any third party
rights with respect  
 [**] = Portions of
this exhibit have been omitted pursuant to a confidential treatment request. An
unredacted version of this exhibit has been filed separately with the
Commission.  19


to the Bayer Business, including rights with
respect to the Business-Specific Licensed IP, Business Domain Names or any
Licensed Product.  The Out-License
Agreements in existence as of the Closing Date are identified on Schedule
6.10.1 and Schedule 6.10.2  Outside
Date is defined in Section 12.1(b).  Overlap
Period is defined in Section 8.16.5(b).  Patent
Rights means (a) all patents, patent applications and similar
government-issued rights (e.g.,utility
models) protecting inventions in any country or jurisdiction however
denominated, (b) all priority applications, international applications,
divisionals, continuations, substitutions, continuations-in-part of and any
applications claiming priority to any of the foregoing and (c) all patents
and similar government-issued rights (e.g.,
utility models) protecting inventions issuing on any of the foregoing
applications, together with all registrations, reissues, renewals,
re-examinations, confirmations, supplementary protection certificates, and
extensions of any of (a), (b) or (c).  Payment
Period is defined in Section 4.3.1.  Permits
means, with respect to any Person, any license, franchise, permit, consent,
approval, right, privilege, certificate or other similar authorization issued
by, or otherwise granted or required by, any Governmental Authority to which or
by which such Person is subject or bound or to which or by which any property,
business, operation or right of such Person is subject or bound, including all
approvals, licenses or permits required by any Governmental Authority to
market, offer, sell, distribute, import and export Licensed Products.  Permitted
Deductions is defined in the definition of Net Sales.  Permitted
Encumbrance means (a) statutory liens for current Taxes, special
assessments or other governmental charges not yet due and payable, (b) mechanics,
materialmens, carriers, workers, repairers and similar statutory liens
arising or incurred in the Ordinary Course of Business which liens are not yet
due and payable, (c) deposits or pledges made in connection with, or to
secure payment of, workers compensation, unemployment insurance, old age
pension programs mandated under applicable Legal Requirements or other social
security and (d) restrictions on the transfer of securities arising under
federal and state securities laws.  Person
means any individual or corporation, association, partnership, limited
liability company, joint venture, joint stock or other company, business trust,
trust, organization, university, college, Governmental Authority or other
entity of any kind.  Pharmacovigilance
Agreement is defined in Section 5.2(g)(vi).  Prohibited
Asset is defined in the definition of Retained Assets.  Purchase
and Sale Agreement is defined in Section 5.2(g)(ii).  
 [**] = Portions of
this exhibit have been omitted pursuant to a confidential treatment request. An
unredacted version of this exhibit has been filed separately with the
Commission.  20


Qualifications
is defined in Section 15.11.2.  Qualified
Assignment is defined in Section 15.2(e).  Quality
Assurance Agreement is defined in Section 5.2(g)(viii).  Rebate
True Up Payment is defined in Section 8.16.1.  Regulatory
Clearance Amendment is defined in Section 8.3.4.  Released
with respect to any product means the completion of the manufacturing of such
product with the release by quality operations of such product from quarantined
product to finished goods for sale, in accordance with Bayers standard
quality assurance and quality control procedures.  Representative
means, with respect to any Person, any director, officer, employee, agent,
consultant, advisor, or other representative of such Person, including legal
counsel, accountants, and financial advisors.  Retained
Assets means, except to the extent rights and/or licenses are specifically
granted to Genzyme under this Agreement or any Ancillary Agreement, all right,
title and interest of Bayer and its Affiliates of whatever kind and nature,
real or personal, tangible or intangible, owned, leased, licensed, used or held
for use or license in (a) all assets other than Acquired Assets and (b) all
of the assets listed below even if they would otherwise be included in the
definition of Acquired Assets:  (i)         all cash, cash equivalents, money market funds and mutual
funds in the bank or other depository accounts of Bayer or any of its
Affiliates, including all interest and dividends receivable with respect
thereto;  (ii)        all accounts receivable;  (iii)       any assets which would be conveyed to Genzyme at the Closing
under the Purchase and Sale Agreement were the closing under such agreement to
occur on the Closing Date and any asset required by Bayer to perform its
obligations under any Ancillary Agreements that, absent such Ancillary
Agreements, would constitute Acquired Assets;  (iv)       the Licensed IP;  (v)        the Retained IP;  (vi)       the In-License Agreements;  (vii)      the Campath distribution rights granted to Bayer pursuant to
the DDA or the Distribution and Development Agreement;  
 [**] = Portions of
this exhibit have been omitted pursuant to a confidential treatment request. An
unredacted version of this exhibit has been filed separately with the
Commission.  21


(viii)     the corporate names of Bayer or any of its
Affiliates;  (ix)        all rights of Bayer under this Agreement or any Ancillary
Agreement;  (x)         all rights in, under and with respect to the assets, any
administrative service contracts or funding arrangements associated with any
Employee Benefit Plan of Bayer and any of its Affiliates;  (xi)        all rights in and under insurance policies of Bayer and any
of its Affiliates;  (xii)       all corporate seals, minute books, charter documents,
corporate stock record books, registers of other securities, copies of original
tax and financial records (the originals of which will be delivered to Genzyme
as part of the Acquired Assets to the extent related to the Acquired Assets) of
Bayer or any of its Affiliates, and such other books and records as pertain
only to the organization, existence, share capitalization or debt financing of
Bayer or any of its Affiliates;  (xiii)      all Contractual Obligations in respect of
indebtedness for borrowed money or any guarantee of the Liabilities of another
Person;  (xiv)     in each case, except for any item in this paragraph (xiv) that
is also described in paragraph (g) of the definition of Acquired Asset,
all prepayments, rights to refunds, rights of set off, defenses, affirmative
defenses, rights of defense and rights of recoupment arising from the operation
of the Bayer Business prior to the Closing or in respect of Licensed Products
sold prior to the Closing; and all claims, causes of action, choses in action
and rights of recovery pending or threatened in writing at or prior to the
Closing Date;  (xv)      all land, equipment (movable and fixed), machinery, automobiles
and other physical assets related to the manufacture or transportation of any
Licensed Product, other than any Inventory;  (xvi)     the agreements identified in Schedule 1F;  (xvii)    All Inventory that is not included within
the physical count of Inventory performed pursuant to Section 4.1.3 in
accordance with the procedures set forth on Exhibit 4.1.3;  (xviii)   all Contractual Obligations, Inventory
and other assets and/or rights which Genzyme is not permitted to acquire or
license as part of the Contemplated Transactions, or further use or transfer of
which in Genzymes hands would be prohibited following the Closing, in each
case under applicable Legal Requirements without a valid Permit issued by a
Governmental Authority, including the U.S. Treasury Departments Office of
Foreign Assets Control, unless Genzyme holds a Permit or other authorization
permitting it to acquire  
 [**] = Portions of
this exhibit have been omitted pursuant to a confidential treatment request. An
unredacted version of this exhibit has been filed separately with the
Commission.  22


such assets at the time of
the Closing or further use or transfer such asset after the Closing (any assets
described in this clause (xviii), a Prohibited Asset);  (xix)      all Contractual Obligations solely between or among Bayer and
any of its Affiliates or between or among Bayers Affiliates;  (xx)       all Contractual Obligations of Bayer or its Affiliates
providing for the employment or consultancy with an individual on a full-time,
part-time, consulting or other basis or otherwise providing any Compensation or
other benefits to any Business Employee, other than any such Contractual
Obligations assumed by or transferred to Genzyme or any of its Affiliates
pursuant to Section 8.11 of this Agreement or pursuant to applicable Legal
Requirements; and  (xxi)      Joint Contracts and Joint Permits.  Retained
IP means all Intellectual Property Controlled by Bayer or its Affiliates prior
to or after the Closing that is not Business Domain Names.  Retained
Marks is defined in Section 2.1.5(e).  Retained
Names and Marks is defined in Section 2.1.5(c).  Retained
Trade Dress is defined in Section 2.1.5(f)  Royalty
Payments is defined in Section 4.3.1.  Scheduled
Employees means the Business Employees described on Schedule 1G.  SEC
is defined in Section 8.13.2.  SEC
Financial Statements is defined in Section 8.13.3.  Second
Oncology Milestone Threshold is defined in Section 4.1.6.  Severance
Payments shall mean [**] payments exclusive of any [**] or any other [**].  Severed
Employees is defined in Section 8.11.2(b).  Shared
Licensed Copyrights means all works of authorship (including advertising,
marketing and promotional materials, artwork, labeling, and other works of
authorship) and all copyrights, moral rights and other rights and interests
thereto throughout the Territory, except for the Shared Licensed Trade Dress,
whether or not registered, that are Controlled by Bayer or any of its
Affiliates other than Business-Specific Licensed Copyrights that are related to
the Licensed Products and that have been used in, or developed with the
identified intent that it would be useful in, the Bayer Business.  Shared
Licensed IP means the Shared Licensed Copyrights, Shared Licensed
Know-How,  
 [**] = Portions of
this exhibit have been omitted pursuant to a confidential treatment request. An
unredacted version of this exhibit has been filed separately with the
Commission.  23


Shared Licensed Patents, Shared Licensed
Trade Dress and Shared Licensed Trademarks.  Shared
Licensed Know-How means Know-How Controlled by Bayer or any of its
Affiliates, other than Business-Specific Licensed Know-How, that are related to
the Licensed Products and that have been used in, or developed with the
identified intent that it would be useful in, the Bayer Business.  Shared
Licensed Patents means any Patent Rights Controlled by Bayer or its Affiliates,
other than Business-Specific Licensed Patents that claim inventions that are
related to the Licensed Products and that have been used in, or developed with
the identified intent that it would be useful in, the Bayer Business.  The Shared Licensed Patents include those
Patent Rights set forth on Schedule 1H and any Patent Rights that
directly or indirectly claim priority to such Patent Rights (including
continuations-in-part but only to the extent the claims in the
continuations-in-part claim inventions to the subject matter that is related to
the Licensed Products and that as of the Closing Date has been used in, or
developed with the identified intent that it would be useful in, the Bayer
Business and to the extent such inventions either (a) were disclosed and
described in the Patent Rights filed prior to the Closing Date or (b) are
included in Shared Licensed Know-How as such Know-How existed on the Closing
Date).  Shared Licensed Trade Dressmeans the trade dress
design that is Controlled by Bayer or its Affiliates, and that is used in the
Bayer Business on the packaging as is shown in Schedule 1I.  The trade dress design is a gentle (flat)
concave horizontal wave, said wave (i) begins on the edge of one side of
the package and proceeds to the opposite edge of said side of the package,
wherein the wave ends at the edges of the package; (ii) the end of the
wave at one edge of the package is higher than at the other edge; (iii) said
wave covers only the lower part of the package; (iv) the bottom of the
wave is in a dark color and the upper part of the wave is in a lighter color; (v) the
wave is crisscrossed horizontally with a white strip design; and wherein the
trade dress can be of any color and does not include the wording or other
symbols or marks on the package.  For
clarity, color alone does not constitute Shared Licensed Trade Dress.  Shared Licensed Trademarksmeans all United States or
foreign trademarks, and all registrations and applications relating thereto,
that are Controlled by Bayer or any of its Affiliates, other than
Business-Specific Licensed Trademarks, and that are used in the Bayer
Business.  The Shared Licensed Trademarks
include those trademarks set forth on Schedule 1J.  Solvent
is defined in Section 15.2(g).  SOT
Order is defined in Section 2.6.  Sublicensee
means any third party to which Genzyme or its Affiliates grants, after the
Closing Date, any or all of the rights licensed by Bayer to Genzyme under
Section 2.1.1; provided, however, that distributors who
purchase Licensed Products from Genzyme, its Affiliates or its Sublicensees in
order to resell such Licensed Product shall not be considered Sublicensees.  Subsidiary
means, with respect to any specified Person, any other Person of which such  
 [**] = Portions of
this exhibit have been omitted pursuant to a confidential treatment request. An
unredacted version of this exhibit has been filed separately with the
Commission.  24


specified Person will, at the time, directly
or indirectly, (a) own at least fifty percent (50%) of the outstanding
capital stock (or other shares of beneficial interest) entitled to vote
generally, (b) hold at least fifty percent (50%) of the partnership,
limited liability company, joint venture or similar interests or (c) be a
general partner, managing member or joint venturer.  Tax
or Taxes means (a) any and all federal, state, local, or foreign
income, gross receipts, license, payroll, employment, excise, severance, stamp,
occupation, premium, windfall profits, environmental, customs duties, capital
stock, franchise, profits, withholding, social security (or similar, including
FICA), unemployment, disability, real property, personal property, sales, use,
transfer, registration, escheat obligation, value added, alternative or add-on
minimum, estimated, or other tax of any kind or any charge of any kind in the
nature of (or similar to) taxes whatsoever, including any interest, penalty, or
addition thereto, whether disputed or not and (b) any liability for the
payment of any amounts of the type described in clause (a) of this
definition as a result of being a member of an affiliated, consolidated,
combined or unitary group for any period, as a result of any tax sharing, tax
allocation indemnification agreement, arrangement or understanding, or as a
result of being liable for another Persons Taxes as a transferee or successor,
by contract or otherwise.  Tax
Return means any return, declaration, report, claim for refund or
information return or statement relating to Taxes, including any schedule or
attachment thereto, and including any amendment thereof.  Term
means the period commencing on the Closing Date and continuing until Genzyme is
no longer required to make any payments to Bayer in accordance with
Section 4 hereof.  Termination
Date is defined in Section 12.1.  Territory
means all the countries of the world.  Third
Oncology Milestone Threshold is defined in Section 4.1.6.  Third
Party Agreement means any In-License Agreement or Out-License Agreement
other than In-License Agreements and Out-License Agreements that are
Transferred Contracts.  Third
Party Claim is defined in Section 13.4.1.  Transaction
Expenses is defined in Section 8.7.  Transferred
Contracts is defined in the definition of Acquired Assets.  Transferred
Inventory means Inventory included within the Acquired Assets.  Transferred
Permits is defined in the definition of Acquired Assets.  Transition
Assets is defined in Section 8.18.  
 [**] = Portions of
this exhibit have been omitted pursuant to a confidential treatment request. An
unredacted version of this exhibit has been filed separately with the
Commission.  25


Transition
Services Agreement is defined in Section 5.2(g)(v).  Unassigned
Confidentiality Agreement is defined in Section 8.8.4.  Unaudited
Financial Statements is defined in Section 8.13.3.  Union
is defined in Section 6.17.3.  VAT
is defined in Section 4.3.5(a).  WARN
Act is defined in Section 8.11.7.  [**]
means the [**], dated as of [**], between [**].  [**]
means the [**], dated as of [**], between [**].  2.          LICENSE OF ASSETS  2.1.          Licenses and Related Provisions.  2.1.1             Licenses. 
Subject to Section 2.1.2, 12.3 and 15.2, effective at the time of,
and contingent upon the occurrence of, the Closing:  (a)        For the Business-Specific Licensed IP:  Bayer hereby grants to Genzyme an exclusive
(even as to Bayer), perpetual, irrevocable (subject to Section 12.3 and,
with respect to the Business-Specific Licensed Trademarks, Section 2.1.5),
transferable (as specified in Section 15.2), license, with the right to
sublicense through multiple tiers (except to the extent such sublicensing in
prevented in any In-License Agreement, and as provided in Section 2.1.2(a)),
under the Business-Specific Licensed IP, as it exists on the Closing Date, to
research, develop, make, have made, use, sell, offer for sale, have sold,
import and export Licensed Products and to otherwise practice and exploit the
Business-Specific Licensed IP, as it exists on the Closing Date, in the
Territory for all fields of use.  For
clarity and without limitation, the foregoing license is granted only to the
extent Bayer and its Affiliates have rights in the Business-Specific Licensed
IP.  (b)        For the Shared Licensed IP:  (i)         Bayer hereby grants to Genzyme a perpetual, irrevocable
(subject to Section 12.3), transferable (as specified in
Section 15.2), license, with the right to sublicense (except to the extent
such sublicensing is prevented in any In-License Agreement, and as provided in Section 2.1.2(b)),
under the Shared Licensed Patents, Shared Licensed Know-How, and Shared
Licensed Copyrights, as they all exist on the Closing Date, solely to research,
develop, make, have made, use, sell, offer for sale, have sold, import and
export Licensed Products in the Territory. 
The license granted in this Section 2.1.1(b)(i) shall be
exclusive for a  
 [**] = Portions of
this exhibit have been omitted pursuant to a confidential treatment request. An
unredacted version of this exhibit has been filed separately with the
Commission.  26


Licensed Product during the
Exclusive Period for such Licensed Product, and such license shall convert,
without any further action by any party, to a non-exclusive license during the
Non-Exclusive Period for such Licensed Product. 
For clarity and without limitation, the foregoing license is granted
only to the extent Bayer and its Affiliates have rights in the Shared Licensed
Patents, Shared Licensed Know-How, and Shared Licensed Copyrights.  (ii)        Subject to the terms and conditions of Section 2.1.5,
Bayer hereby grants to Genzyme a limited, non-exclusive, non-transferable
license, without the right to sublicense, under the Shared Licensed Trademarks
and Shared Licensed Trade Dress solely to market, distribute and sell Licensed
Products in the Territory for the time period specified and as further set
forth in Section 2.1.5. 
Notwithstanding any grant of a license to use the terms Schering or Scher
alone or in combination with another term, these terms cannot, by Genzyme be
used in or imported into the United States or Canada under any conditions.  (c)        Notwithstanding paragraphs (a) and (b) above, no
Prohibited Asset will be licensed to Genzyme hereunder, and to the extent a
Prohibited Asset is excluded from the license to Genzyme pursuant to this
paragraph (c), such asset shall be excluded from the definition of Licensed IP
and the various individual definitions comprising the Licensed IP.  2.1.2             Sublicensee Obligation.  (a)        For the Business-Specific Licensed IP, Genzyme may grant
sublicenses (including multiple tier sublicenses) without Bayers consent; provided,
however, that (i) Genzyme will be fully responsible for the
performance of such Sublicensees hereunder, (ii) each such sublicense
shall permit Bayer to audit the Sublicensee on substantially the same terms as
those set forth in Section 4.4 and (iii) each Sublicensee of any
commercial rights shall agree to diligence requirements no less than those
specified in Section 9.5 to the extent applicable to the activities to be
undertaken by such Sublicensee. 
Notwithstanding the foregoing, Genzyme shall not have the right to grant
sublicenses through multiple tiers to the extent such sublicenses are limited
pursuant to the In-License Agreements set forth on Schedule 2.1.2(a).  (b)        For the Shared Licensed Patents, Shared Licensed Know-How,
and Shared Licensed Copyrights, Genzyme may grant sublicenses (i) with
Bayers prior written consent, (ii) without Bayers consent to a Genzyme
Affiliate, or (iii) without Bayers consent only if the Shared Licensed
Patents, Shared Licensed Know-How, and Shared Licensed Copyrights is sublicensed
with and to no greater scope than a sublicense of the Business-Specific
Licensed IP through a [**]; provided, however, that in either
case (A) Genzyme shall be fully responsible for the performance of such
Sublicensees hereunder, (B) each such sublicense shall permit Bayer to
audit the Sublicensee on substantially the same terms as those set forth in
Section 4.4, (C) each  
 [**] = Portions of
this exhibit have been omitted pursuant to a confidential treatment request. An
unredacted version of this exhibit has been filed separately with the
Commission.  27


Sublicensee of any
commercial rights shall agree to diligence requirements no less than those
specified in Section 9.5 to the extent applicable to the activities to be
undertaken by such Sublicensee and (D) Genzyme provides notice to Bayer of
said sublicense, including the names and contact information of each
Sublicensee and the scope and purpose of the sublicense.  Notwithstanding the foregoing, Genzyme shall
not have the right to grant sublicenses through multiple tiers to the extent
such sublicenses are limited pursuant to the In-License Agreements set forth on
Schedule 2.1.2(b).  (c)        Notwithstanding Section 12.3.4, any sublicense granted
by Genzyme to an Affiliate will automatically terminate upon termination of
this Agreement.  2.1.3             Retained Rights.  (a)        Bayer retains the non-exclusive, non-transferable right under
the Business-Specific Licensed IP only to the extent necessary for Bayer to perform
its obligations under this Agreement and the Ancillary Agreements.  This retained right may be licensed by Bayer
as reasonably necessary in Bayers sole discretion for Bayer to perform its
obligations under the Ancillary Agreements, provided, however,
that (i) Bayer will, or will cause its Affiliates to, be fully responsible
for the performance of such sublicensees and (ii) Bayer promptly provides
notice to Genzyme of each such sublicense, including the names and contact
information of each sublicensee and the scope and purpose of the sublicense.  (b)        Bayer retains the non-exclusive, non-transferable right under
the Business-Specific Licensed IP related to the manufacturing and supply of
Fludara to the extent necessary for Bayer to perform its supply obligations and
grant the rights granted by Bayer under the agreements entered into by Bayer
prior to the Execution Date as set forth in Schedule 2.1.3(b).  (c)        For the purpose of clarity, subject to the [**], and
notwithstanding anything else to the contrary in this Agreement, Bayer may use
the inventions claimed in the Business-Specific Licensed Patents to the same
extent as a non-licensed third party would be legally permitted to use such
inventions.  (d)        Subject to the [**], Bayer retains all rights to use, license
and commercially exploit the Shared Licensed IP for all purposes other than
those exclusively licensed to Genzyme during the Exclusive Period, and for all
purposes, without limitation, during the Non-Exclusive Period.  2.1.4             Third Party Agreements.  (a)        Generally. 
Bayer covenants that it will not, and will cause its Affiliates not to,
in each case, without Genzymes prior written consent (which consent, with
regard to the Shared Licensed IP, shall not be unreasonably withheld) agree,
consent or acquiesce to any amendment, supplement or other modification to or
any termination  
 [**] = Portions of
this exhibit have been omitted pursuant to a confidential treatment request. An
unredacted version of this exhibit has been filed separately with the
Commission.  28


of any existing Third Party
Agreement, or take any action under a Third Party Agreement with respect to: (i) the
Business-Specific Licensed IP licensed thereunder and (ii) the Shared
Licensed IP licensed thereunder (to the extent such actions affect Genzymes
exclusive rights in the Shared Licensed IP). 
Bayer will, and will cause its Affiliates, to exercise its rights
relating to the Business-Specific Licensed IP and to the Shared Licensed IP
(with regard to the Shared Licensed IP, to the extent such actions affect
Genzymes exclusive rights in the Shared Licensed IP) under any Third Party
Agreement in consultation with Genzyme and in a manner that is consistent with
the terms of this Agreement, and in consultation with Genzyme, take all
commercially reasonable actions necessary to maintain and enforce such rights
with respect to the Business-Specific Licensed IP and to the Shared Licensed IP
(with regard to the Shared Licensed IP, to the extent such actions affect
Genzymes exclusive rights in the Shared Licensed IP) under Third Party
Agreements.  (b)        In-Licenses. 
Bayer agrees to keep Genzyme fully informed of the rights that Bayer or
any of its Affiliates has with respect to the any Business-Specific Licensed IP
and to the Shared Licensed IP (with regard to the Shared Licensed IP, to the
extent such rights affect Genzymes exclusive rights in the Shared Licensed IP)
that has been licensed to Bayer or its Affiliates under an In-License Agreement
that is not a Transferred Contract (the In-Licensed IP).  Bayer will, and will cause its Affiliates to,
take all actions reasonably requested by Genzyme in respect of these rights, as
well as provide to Genzyme all material information and copies of material
correspondence and other material documents received from the other parties to
such In-License Agreements.  Bayer will,
and will cause its Affiliates to, immediately notify Genzyme of (i) any
event of which Bayer is aware that affects in any material respect the rights
granted to Bayer under an In-License Agreement that are, in turn, sublicensed
to Genzyme pursuant to this Agreement or (ii) receipt by Bayer of any
written notice received under any Third Party Agreement, including any of
breach or termination of any Third Party Agreement.  Bayer will, and will cause its Affiliates to,
promptly furnish Genzyme with copies of all reports and other communications
that Bayer or any of its Affiliates furnishes to the other parties to the
In-License Agreements that relate in any material respect to the Business or
the rights granted to Genzyme under this Agreement, and to the extent any such
reports or communication relate to the efforts of Genzyme under this Agreement,
Bayer will, and will cause its Affiliates to, give Genzyme a reasonable
opportunity to review and comment upon such reports or communications before
they are transmitted to the other parties to the In-License Agreements.  2.1.5             Trademark and Trade Dress Control.  (a)        Quality Control. 
The quality of the Licensed Products sold by Genzyme under or in
connection with the Licensed Trademarks and Shared Licensed Trade Dress must be
of a sufficiently high quality to be generally comparable to the quality of
products sold by Bayer under the Licensed Trademarks and Shared Licensed Trade
Dress prior to the Closing Date.  At the
reasonable request of Bayer, not more  
 [**] = Portions of
this exhibit have been omitted pursuant to a confidential treatment request. An
unredacted version of this exhibit has been filed separately with the
Commission.  29


frequently than annually,
Genzyme will send Bayer samples of the Licensed Products sold by Genzyme under
the Licensed Trademarks and Shared Licensed Trade Dress.  (i)         In the event that Genzyme materially breaches this
Section 2.1.5(a) with respect to a Business-Specific Licensed
Trademark and fails to cure such breach within sixty (60) days after Bayer
notifies Genzyme in writing of such breach, Bayer may terminate the license to
such Business-Specific Licensed Trademark under Section 2.1.1 by delivery
to Genzyme of a written notice of termination. 
If Genzyme disputes in good faith the existence or materiality of an alleged
breach specified in a notice provided by Bayer pursuant to this
Section 2.1.5, and provides notice to Bayer of such dispute within the
sixty (60) day period following the date that Bayer notified Genzyme of the
breach, Bayer will not have the right to terminate the license to such Business-Specific
Licensed Trademark unless and until the existence of such material breach has
been finally determined in accordance with the dispute resolution provisions of
Sections 15.10 and 15.13 and Genzyme fails to cure such breach within
twenty (20) Business Days following such determination.  It is understood and acknowledged that during
the pendency of such dispute, the license to such Business-Specific Licensed
Trademark will remain in effect.  The
foregoing termination right will be Bayers sole and exclusive remedy for a
breach of this Section 2.1.5(a)(i) to the extent it relates to a
Business-Specific Licensed Trademark.  (ii)        In the event that Genzyme materially breaches this
Section 2.1.5 with respect to a Shared Licensed Trademark or Shared
Licensed Trade Dress and fails to cure such breach within sixty (60) days after
Bayer notifies Genzyme in writing of such breach, Bayer may terminate the
license to such Shared Licensed Trademark and Shared Licensed Trade Dress under
Section 2.1 by delivery to Genzyme of a written notice of
termination.  In addition to the
foregoing termination rights, Bayer shall retain any other rights and remedies
it has in law and/or equity with respect to a breach related to a Shared Licensed
Trademark and Shared Licensed Trade Dress.  (b)        Special Rights. 
Genzymes license to use the Shared Licensed Trademarks and Shared
Licensed Trade Dress that are the corporate names of Bayer or any of its
Affiliates or any other name, logo, trade dress, abbreviation, word or
combination thereof of corporate identification is subject to the terms,
conditions, and limitations set forth below. 
It is hereby agreed that Genzyme may utilize, at its sole option, the
following items:  (i)         Without limitation of time, Genzyme may use manuals,
technical specifications, descriptive literature and catalogs and similar
materials related to the Bayer Business and bearing the name or marks or trade
dress of Bayer or any of its Affiliates; provided, however, that
the name, marks and trade dress shall be stamped or overprinted with one or
more names or marks or trade dress of Genzyme not confusingly similar thereto
as soon as practicable, and in any event,  
 [**] = Portions of
this exhibit have been omitted pursuant to a confidential treatment request. An
unredacted version of this exhibit has been filed separately with the
Commission.  30


no later than (A) [**]
days after delivery by Bayer or its Affiliates of such materials to be used by
Genzyme in the U.S., and (B) [**] days after delivery by Bayer or its
Affiliates of such materials to be used by Genzyme outside the U.S.  (ii)        Genzyme shall, subject to applicable Legal Requirements, have
a period of [**] months after the Closing Date within which to use the corporate
names, trade dress and identification (including NDC numbers) of Bayer and its
Affiliates pertaining to the Bayer Business.  (iii)       Notwithstanding the foregoing, Genzyme shall, subject to
applicable Legal Requirements, have the right to sell any products of the
Business in the [**] month period after the Closing Date that are in bags or
other containers bearing any of the corporate names or trade dress or
identification (including NDC numbers) of Bayer or any of its Affiliates, so
long as such products are not outdated and so long as products sold by Genzyme
after [**] months following the Closing Date are not packaged in bags or other
containers that bear such names, marks, trade dress or codes; provided, however,
that Genzyme may continue to use the corporate names or trade dress or
identification (including NDC numbers) of Bayer or its Affiliates beyond such
period to the extent required by applicable Legal Requirements as a result of
Bayer (or its Affiliate) manufacturing a Licensed Product or holding a Permit
relating to a Licensed Product.  (iv)       Notwithstanding the foregoing, Genzyme shall diligently pursue
in good faith obtaining its own names, marks, trade dress and NDC numbers
pertaining to the Business.  (c)        Use of Retained Names and Marks.  Notwithstanding any other provision of this
Agreement to the contrary (except for the limited rights granted in
Section 2.1.1(b)(ii) and the rights specified in
Section 2.1.5(b)), no interest in or right to use the name Bayer or Scher
or any other corporate indication of Bayer or its Affiliates (including any
logo, trademark, trade dress, trade name or domain name containing the
component Bayer or Bay or Scher or any derivation thereof, including but
not limited to the wave line design and the logo Bayer-Cross consisting of
the word Bayer written in the shape of a cross (with or without a circle)) and
the representative samples of the trademarks, trademark applications and trade
dress set forth on Schedule 2.1.5(c) hereto, as such Schedule shall
be amended for additions as of the Closing Date consistent with the foregoing
description (collectively, the Retained Names and Marks), is being
transferred pursuant to the Contemplated Transactions and the use of any
Retained Names and Marks shall cease as provided in Section 2.1.5, and
Genzyme promptly thereafter will remove or obliterate and cease to use all the
Retained Names and Marks from its signs and unused inventory of purchase
orders, invoices, sales orders, labels, letterheads, shipping documents, and
other items and materials of the Business and otherwise, and will not use or
put into use after the Closing Date any such items and materials that  
 [**] = Portions of
this exhibit have been omitted pursuant to a confidential treatment request. An
unredacted version of this exhibit has been filed separately with the
Commission.  31


bear any Retained Names and
Marks (or any name, mark, trade dress or logo confusingly similar thereto),
except as provided in Section 2.1.5. 
Furthermore, except as contemplated by the Transition Services
Agreement, Genzyme will not use the name Bayer as a domain or e-mail address
component without undue delay after the Closing Date; provided, however,
that incoming emails shall be forwarded by Bayer or its Affiliates to new email
addresses for a period of ninety (90) days after the Closing Date.  The parties agree that Bayer shall have no
responsibility for claims by third parties arising out of, or relating to, the
use of any Retained Names and Marks by Genzyme after the Closing Date.  This Agreement shall not preclude Genzyme
from making non-trademark use of the Retained Names and Marks for purposes of
historical reference, or as required by Legal Requirements, or as reasonably
necessary in connection with activities before Governmental Authorities.  (d)        Use of Retained Names and Marks.  Genzyme shall not change or modify the
Retained Names and Marks or use the Retained Names and Marks in any modified
form.  The authorization set forth in
Section 2.1.5 in no way provides Genzyme any rights in or authorization to
use any other confusingly similar trademarks, service marks, trade names, trade
dress or other similar property or rights of Bayer.  (e)        Genzyme shall not at any time, (i) knowingly use any
logo, trademark, trade name or domain name containing the component Bayer or Bay
or Scher or any derivation thereof, including but not limited to the logo Bayer-Cross
consisting of the word Bayer written in the shape of a cross (with or without a
circle) all as set forth on Schedule 2.1.5(e) (collectively the Retained
Marks) in any way that would impair the validity of such Retained Marks as
proprietary trademarks, service marks, trade names and/or trade dress in any jurisdiction,
(ii) take any action which would impair Bayers ownership of any Retained
Marks or their legality or enforceability, (iii) register, or cause to be
registered, in Genzymes name or the name of another, any of the Retained Marks
or any other trademarks, names, logos, symbols, trade dress or designs they
know to be confusingly similar to the Retained Marks, (iv) use, display,
advertise or promote any trademarks, names, logos, symbols, trade dress or
designs they know to be confusingly similar to any of the Retained Marks in any
jurisdiction, or (v) use any of the Retained Marks as part of a corporate
or trade name of any business organization. 
Genzyme shall not challenge the validity of the Retained Marks or Bayers
ownership thereof in any form or manner. 
All goodwill deriving from the use of the Retained Marks by Genzyme
pursuant to the terms of Section 2.1.5 of this Agreement or arising out of
the terms of Section 2.1.5 of this Agreement shall accrue solely and
exclusively to Bayer and its Affiliates.  (f)         For a period of [**] years from the Closing Date, Genzyme
shall not, (i) knowingly use any logo or trade dress containing the wave
line design or any derivation thereof, as set forth in the definition of Shared
Licensed Trade Dress and on Schedule 2.1.5(f) (collectively the Retained
Trade Dress) in any way that would impair the validity of such Retained Trade
Dress as proprietary trademarks, service  
 [**] = Portions of
this exhibit have been omitted pursuant to a confidential treatment request. An
unredacted version of this exhibit has been filed separately with the
Commission.  32


marks, trade names and/or
trade dress in any jurisdiction, (ii) take any action which would impair
Bayers ownership of any Retained Trade Dress or their legality or
enforceability, (iii) register, or cause to be registered, in Genzymes
name or the name of another, any of the Retained Trade Dress or any other
trademarks, names, logos, symbols, trade dress or designs they know to be
confusingly similar to the Retained Trade Dress, (iv) use, display,
advertise or promote any trademarks, names, logos, symbols, trade dress or
designs they know to be confusingly similar to any of the Retained Trade Dress
in any jurisdiction, (v) use any of the Retained Trade Dress as part of a
corporate or trade name of any business organization, or (vi) challenge
the validity of the Retained Trade Dress or Bayers ownership thereof in any
form or manner.  All goodwill deriving
from the use of the Retained Trade Dress by Genzyme pursuant to the terms of Section 2.1.5
of this Agreement or arising out of the terms of Section 2.1.5 of this
Agreement shall accrue solely and exclusively to Bayer and its Affiliates.  For avoidance of doubt, upon expiration of
the [**] year period in this Section 2.1.5(f), Genzyme shall have no
greater rights in the wave line design than any unrelated third party would
have.  2.1.6             No Implied Rights; Future IP.  Genzyme acknowledges and agrees that:  (a)        No rights or licenses of Intellectual Property rights are
conveyed to Genzyme other than those expressly provided in this Agreement and
the Ancillary Agreements, and except as expressly provided in this Agreement
and the Ancillary Agreements, no such conveyance or license of rights will be
implied or deemed to have been made.  (b)        Except as provided in Section 2.5,no rights or licenses are conveyed to
Genzyme with respect to any Intellectual Property rights owned or Controlled by
any third party that is not an Affiliate of Bayer as of the Closing Date
(regardless of whether such third party later becomes an Affiliate of Bayer).  (c)        For purposes of clarity:  (i)         The license granted in Section 2.1.1(a) under the
Business-Specific Licensed IP is granted as the Business-Specific Licensed IP
exists at the Closing Date, and does not grant any license to Genzyme with
respect to a Patent Right claiming an invention made after the Closing Date,
Know-How developed after the Closing Date, any copyright to a work created after
the Closing Date, or any trademark adopted after the Closing Date.  For further clarity, (A) the license
granted by Bayer under the Business-Specific Licensed Patents does include
Patent Rights filed and issued after the Closing Date (1) if such Patent
Rights directly or indirectly claim priority to a Business-Specific Licensed
Patents that was filed prior to the Closing Date (including
continuations-in-part but only to the extent the claims in the
continuations-in-part claim inventions to subject matter that is exclusively
related to the Licensed Products and used exclusively in, had been used
exclusively in and are as of the Closing Date exclusive to, or was  
 [**] = Portions of
this exhibit have been omitted pursuant to a confidential treatment request. An
unredacted version of this exhibit has been filed separately with the
Commission.  33


developed exclusively for
and is currently exclusive to, the Bayer Business and that was disclosed and
described in a Business-Specific Licensed Patents that was filed prior to the
Closing Date) or (2) to the extent such Patent Rights claim an invention
that was contained within Business-Specific Licensed Know-How as the
Business-Specific Licensed Know-How existed prior to the Closing Date; (B) the
license granted under the Business-Specific Licensed Copyrights does include
any registrations filed and issued after the Closing Date that relate to
copyrightable works created prior to the Closing Date, and (C) the license
granted under the Business-Specific Licensed Trademarks does include any
applications and registrations filed and issued after the Closing Date that
relate to BusinessSpecific Licensed Trademarks adopted prior to the Closing
Date.  (ii)        The license granted in Section 2.1.1(b) under the
Shared Licensed IP is granted as the Shared Licensed IP exists at the Closing
Date, and does not grant any license with respect to a Patent Right claiming an
invention made after the Closing Date, Know-How developed after the Closing
Date, any copyright to a work created after the Closing Date, or any trademark
adopted after the Closing Date.  For
further clarity, (A) the license granted under the Shared Licensed Patents
does include Patent Rights filed and issued after the Closing Date (1) if
such Patent Rights directly or indirectly claim priority to a Shared Licensed
Patents that was filed prior to the Closing Date (including
continuations-in-part but only to the extent the claims in the
continuations-in-part claim inventions to subject matter that is related to the
Licensed Products and that as of the Closing Date has been used in, or
disclosed with the identified intent that it would be useful in, the Bayer
Business and that is disclosed and described in a Shared Licensed Patents that
was filed prior to the Closing Date or (2) to the extent that such Patent
Rights claim any inventions contained within Shared Licensed Know-How as the
Shared Licensed Know-How existed prior to the Closing Date); and (B) the
license granted under the Shared Licensed Copyrights does include any
registrations filed and issued after the Closing Date that relate to
copyrightable works created prior to the Closing Date.  2.2.          Know-How Transfer. 
To enable Genzyme to exercise the rights granted under this Agreement,
Bayer will promptly deliver or otherwise provide to Genzyme and its
Representatives Licensed Know-How within the possession or Control of Bayer or
any of its Affiliates.  Without limiting
the generality of the foregoing, and without limiting the delivery and
provision of Licensed Know-How pursuant to the Purchase and Sale Agreement,
Leukine Tolling Agreement or Fludara Supply Agreement, as described in the
Transition Services Agreement, Bayer will promptly deliver, make available or
otherwise provide to Genzyme Licensed Know-How in accordance with the
requirements and timelines determined by the Joint Transition Team.  Additionally, on a commercially reasonable
schedule and in a commercially reasonable format to be agreed upon by the
parties, Bayer will deliver to Genzyme copies of documents, files, diagrams,
specifications, designs, schematics, reports, records, laboratory notebooks,
data, materials, prototypes, test devices, models and simulations, or other
written, graphic, biologic, or other tangible material in  
 [**] = Portions of
this exhibit have been omitted pursuant to a confidential treatment request. An
unredacted version of this exhibit has been filed separately with the
Commission.  34


Bayers or its Affiliates possession in any
media, to the extent it discloses or embodies Licensed Know-How.  For a period of [**] months after the Closing
Date, as requested by Genzyme from time to time, qualified personnel from Bayer
familiar with the applicable Licensed Know-How, to the extent Bayer still
employs such personnel, will meet or participate in telephone conference calls
with personnel from Genzyme at such times, and in the case of in-person
meetings, at such venues, to be agreed upon by the parties as reasonably
necessary to exchange knowledge necessary to fully transfer all Licensed
Know-How.  2.3.          Transfer of Licensed IP.  During the Term, neither Bayer nor any of its
Affiliates will transfer or assign its right, title or interest in any
Business-Specific Licensed IP to any third party, other than in connection with
an assignment of this Agreement as a whole in accordance with
Section 15.2.  2.4.          Covenant Not to Sue and[**].  (a)        Bayer hereby covenants that it shall not, and shall cause its
Affiliates not to, sue or commence or prosecute any Action against Genzyme or
any of its Affiliates, or their successors, assigns or Sublicensees, for [**]
on or after the Closing Date (other than [**]), or voluntarily assist any other
Person in doing any of the foregoing, but such covenant shall only apply to the
extent such [**] for Genzyme to [**] as of the Closing Date. [**] after Closing
under which [**]; provided, however, if Genzyme has provided
written notice to Bayer that [**], and if [**] then after the date of such
written notice [**].  (b)        After the Closing Date, if Genzyme requests [**] that is [**]
as of the Closing Date, and if Bayer [**] on the date of Genzymes written
request, and if such [**], then Bayer and Genzyme will [**].  Such [**].  (c)        After the Closing Date, Genzyme may request from Bayer [**],
and if Bayer [**] on the date of Genzymes written request, then Bayer and
Genzyme will [**].  Such [**]; provided,
however, at Bayers sole discretion, [**].  (d)        As used in this Section 2.4 the word necessary shall
mean that there is at that time [**].  (e)        For clarity, except as expressly provided in this Section 2.4,
Bayer shall be free to sue Genzyme for [**].  2.5.          Consents Under In-License Agreements.  2.5.1             Bayer will, and will cause its Affiliates to, use, both
prior to and for a period of [**] days after the Closing, commercially
reasonable efforts to obtain, and Genzyme will use commercially reasonable
efforts to assist and cooperate with Bayer in connection therewith, the consent
of the licensors under the In-License Agreements identified on Schedule 2.5
to sublicense to Genzyme the Intellectual Property rights licensed to Bayer or
its Affiliates thereunder, it being understood that to the extent the  
 [**] = Portions of this
exhibit have been omitted pursuant to a confidential treatment request. An
unredacted version of this exhibit has been filed separately with the
Commission.  35


foregoing requires any
action by Bayer or any of its Affiliates that would affect the Business after
the Closing, such action will require the prior written consent of Genzyme,
which consent will not be unreasonably withheld or delayed.  Upon obtaining each requisite consent (but
not before then), such Intellectual Property licensed to Bayer or its
Affiliates under the applicable In-License Agreement will become Licensed IP.  2.5.2             To the extent a third party requires consideration in
exchange for a consent to be obtained by Bayer for the sublicense to Genzyme of
Intellectual Property licensed to Bayer pursuant to an In-License Agreement
identified on Schedule 2.5, the payment of such consideration will be
[**], except:  (a)   if a third party requires a resolution of a dispute with Bayer
prior to providing a consent, [**]; provided, however, Bayer shall have sole
discretion in resolving such dispute;  (b)   if a third party requires a resolution of any dispute with Genzyme
prior to providing a consent, [**]; provided, however, Genzyme shall have sole
discretion in resolving such dispute.  (c)   if such agreement is a non-exclusive license to Shared Licensed IP
and licensor requires a fee for the license, [**].  If Bayer can avoid obtaining a consent
required pursuant to Section 2.5.1 by assigning the underlying In-License
Agreement rather than granting a sublicense under such In-License Agreement,
and Bayer elects to obtain such consent to assignment, then [**] for any
consideration required to be paid for such consent.  2.6.          No Rights in SOT Assets.  Notwithstanding anything to the contrary in
this Agreement, Genzyme is not acquiring any right, title or interest in
the Campath SOT Assets (as such term is defined in the Decision and Order of
the FTC relating to the resolution of the case known as In the Matter of Gorilla Corporation and ILEX
Oncology, Inc.(FTC File No. 041-0083) (the SOT Order))
and Bayer is not licensing or transferring to Genzyme any of Bayers
right, title or interest, if any, in the Campath SOT Assets (as such term is
defined in the SOT Order), under this Agreement or any of the Ancillary
Agreements.  3.          PURCHASE AND SALE OF ASSETS; ASSIGNMENT AND ASSUMPTION OF
LIABILITIES.  3.1.          Purchase and Sale; Assignment and Assumption.  3.1.1             Purchase and Sale.  Upon the terms and subject to the conditions
contained herein, at the Closing, Bayer will, and will cause its Affiliates, to
sell, assign, transfer, convey and deliver to Genzyme, and Genzyme will
purchase from Bayer and its Affiliates, the Acquired Assets, free and clear of
any Encumbrances other than Permitted Encumbrances, in exchange for the payment
of the consideration described in Section 4 and the assumption by Genzyme
of the Assumed Liabilities.  
 [**] = Portions of
this exhibit have been omitted pursuant to a confidential treatment request. An
unredacted version of this exhibit has been filed separately with the
Commission.  36


3.1.2             Assumed Liabilities.  Upon the terms and subject to the conditions
contained herein, at the Closing, Bayer will, and will cause its Affiliates to,
assign to Genzyme, and Genzyme will assume, the Assumed Liabilities.  3.2.          Consents.  3.2.1             This Agreement does not constitute an agreement to
assign or transfer any Transferred Contract, Transferred Permit or other
Acquired Asset that is not assignable or transferable without the consent of or
action by another Person (other than Bayer or any of its Affiliates) or action
by a Governmental Authority, to the extent that such consent has not been given
or such action has not been taken prior to the Closing; provided, however,
that Bayer will, and will cause its Affiliates to, use, both prior to and after
the Closing, commercially reasonable efforts to obtain, and Genzyme will assist
and cooperate with Bayer in connection therewith, all necessary consents to the
assignment and transfer thereof, it being understood that to the extent the
foregoing requires any action by Bayer or any of its Affiliates that would
affect the Business after the Closing, such action will require the prior
written consent of Genzyme.  Upon
obtaining the requisite third party consents thereto, such Transferred
Contract, Transferred Permit or other Acquired Asset will be transferred and
assigned to Genzyme hereunder.  3.2.2             With respect to any Transferred Contract, Transferred
Permit or other Acquired Asset that is not transferred or assigned to Genzyme
at the Closing by reason of Section 3.2.1 (a Nonassigned Asset),
after the Closing and until the requisite consent is obtained and the foregoing
is transferred and assigned to Genzyme, Bayer will, and will cause its
Affiliates to, take commercially reasonable efforts to provide to Genzyme the
benefits thereof (or substantially comparable benefits) and will enforce, at
the request of and for the account of Genzyme, any rights of Bayer or any of
its Affiliates arising thereunder against any Person, including the right to
elect to terminate in accordance with the terms thereof upon the advice of
Genzyme.  If Genzyme is provided with
benefits of any Nonassigned Asset, Genzyme will perform, at the direction of
Bayer or its Affiliate, as applicable, the obligations of Bayer or its
Affiliate thereunder.  Notwithstanding
anything to the contrary set forth herein, to the extent that any Assumed
Liability relates to any Nonassigned Asset, such Assumed Liability will not be
deemed to be an Assumed Liability unless and until such Nonassigned Asset is transferred
and assigned to Genzyme or Genzyme obtains the benefit of such Nonassigned
Asset under this Section 3.2.2, at which point such Liability will become
an Assumed Liability hereunder.  The
provisions of this Section 3.2 will in no way be deemed to be a waiver on
the part of Genzyme of the closing condition set forth in Section 10.7.  3.3.          Consent Costs. 
To the extent a third party requires consideration in exchange for (a) a
consent to be obtained by Bayer, as set forth on Schedule 6.4 or (b) a
consent to be obtained by Genzyme, as set forth on Schedule 7.4, the
payment of such consideration will be [**], except:  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  37


(i)         if such consideration to a third party was explicitly set
forth as a requirement for a consent in the underlying Contractual Obligation
with such third party or was known by the party to the Contractual Obligation
as of the Execution Date, the cost of obtaining the consent will be [**];  (ii)        if a third party requires a resolution of a dispute with
respect to the underlying Contractual Obligation prior to providing a consent,
the party to the Contractual Obligation is [**] resolution of such dispute; and  (iii)       if Bayer can avoid obtaining a consent required in connection
with the transfer of a Contractual Obligation by sublicensing to Genzyme the
rights granted to Bayer under the underlying Contractual Obligation rather than
assigning such Contractual Obligation, and Bayer elects to obtain such consent,
then [**].  With regard to consideration
paid to a third party in exchange for a consent that is to be [**], the party
to the underlying Contractual Obligation that is required to use commercially
reasonable efforts to obtain such consent pursuant to Section 8.3 will
control the negotiations with such third party, but may only agree to an amount
of consideration to be paid to such third party with the consent of the other
party hereto, which consent will not be unreasonably withheld or delayed.  4.          CONSIDERATION  4.1.          Oncology Products.  4.1.1Pre-Existing Payment Obligation. 
Notwithstanding anything to the contrary in this Agreement or any
Ancillary Agreement, the parties shall make payments due as of the Closing Date
under the[**], except as set forth in Section 4.1.2.  4.1.2             Inventory Payment.  Subject to the terms and conditions of this
Agreement, at the Closing, Genzyme will pay to Bayer an amount equal to [**] at
the Closing (such amount determined in accordance with Section 4.1.3(a) and
subject to true-up in accordance with that Section).  4.1.3             Estimated Inventory and True Up.  (a)   On the day that is five (5) Business Days prior to the
Closing Date, Bayer shall prepare and deliver to Genzyme a schedule that sets
forth by item, location, quantity, expiration date, lot number and [**] (i) Bayers
estimate of the Inventory located in the United States and (ii) Bayers
estimate of the Inventory located outside of the United States, in accordance
with the procedures set forth in Exhibit 4.1.3.  These must be Bayers good faith estimates of
the indicated items.  (b)   Bayer shall conduct a physical count of the Inventory located in
the United States (the Domestic Count) on the Closing Date, and
Genzyme and/or its  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  38


designee, which may be an
independent accounting firm, shall have the right to observe such count, in
accordance with the procedures set forth in Exhibit 4.1.3 in order
to determine the quantity of all items of such Inventory. Based upon such
physical count and documented Inventory in transit, Bayer shall prepare and
deliver to Genzyme a schedule, by item, location, quantity, expiration date,
lot number and [**], of the Inventory represented by the Domestic Count (the Closing
Domestic Inventory Schedule) within thirty (30) days after Closing.  Leukine Inventory with an expiration date
[**] months after the Closing Date and Campath and Fludara Inventory with an
expiration date [**] months after the Closing Date will not be counted in the
Domestic Count.  (c)   Bayer shall conduct a physical count of the Inventory located
outside the United States (the Foreign Count) on the Closing Date, and
Genzyme and/or its designee, which may be an independent accounting firm, shall
have the right to observe such count, in accordance with the procedures set
forth in Exhibit 4.1.3 in order to determine the quantity of all
items of such Inventory.  Based upon such
physical count and documented Inventory in transit, Bayer shall prepare and
deliver to Genzyme a schedule, by item, location, quantity, expiration date,
lot number and [**], of the Inventory represented by the Foreign Count (the Closing
Foreign Inventory Schedule) within thirty (30) days after Closing.  Leukine Inventory with an expiration date
[**] months after the Closing Date and Campath and Fludara Inventory with an
expiration date [**] months after the Closing Date will not be counted in the
Foreign Count.  (d)   The Closing Foreign Inventory Schedule and Closing Domestic
Inventory Schedule (each, an Inventory Schedule and, together, the Inventory
Schedules) will be final, conclusive and binding on the parties unless
Genzyme provides a written notice (a Dispute Notice) to Bayer no later
than [**] days after delivery of both Inventory Schedules setting forth in
reasonable detail (a) any item on the Inventory Schedules which Genzyme
believes has not been prepared in accordance with this Agreement (each, a Disputed
Item), (b) the correct amount of each Disputed Item and (c) the
correct amount of the applicable items of the Inventory based solely on the
correct amount of each Disputed Item. 
Any item or amount to which no dispute is raised in the Dispute Notice
will be final, conclusive and binding on the parties.  Bayer shall provide Genzyme with full access
to all records and work papers that form the basis for the information included
in the Inventory Schedules.  Absent
manifest error, Genzyme may not dispute the quantity of Inventory located at a
location where Genzyme elected to not observe the count or arrange for a
designee to observe the count unless (i) the [**] of the Inventory located
at such location as set forth in the estimates described in Section 4.1.3(a) is
[**] and (ii) the quantity of Inventory reported by Bayer to exist at such
location varies by more than [**] or [**].  (e)   Bayer and Genzyme will attempt to resolve the matters raised in a
Dispute Notice in good faith.  Fifteen
(15) Business Days after delivery of the Dispute  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  39


Notice, either Bayer or
Genzyme may provide written notice (an Arbitration Notice) to the
other that it elects to submit the disputed items to an arbitrator (the Inventory
Referee), who must be a certified public accountant at Ernst &
Young, KPMG, Deloitte, PricewaterhouseCoopers or any other
internationally-recognized auditing firm to which the parties mutually
agree.  If Bayer and Genzyme cannot agree
on an Inventory Referee within fifteen (15) Business Days after an Arbitration
Notice is provided, Bayer and Genzyme will petition the American Arbitration
Association to assign an Inventory Referee which meets the criteria described
above as soon as practicable (but in any event no later than the twentieth
(20th) Business Day after such Arbitration Notice is provided).  On the fifth (5th) Business Day following
appointment of an Inventory Referee, Bayer will submit the Inventory Schedule
to the Inventory Referee (if applicable, as amended following discussions with
Genzyme) with a copy to Genzyme, and Genzyme will submit the Dispute Notice (if
applicable, as amended following discussions with the Bayer) to the Inventory
Referee with a copy to Bayer.  The
Inventory Referee will resolve the dispute pursuant to such procedures that he
establishes and deems fair and equitable, provided, however, that
Bayer and Genzyme must each be afforded an opportunity to provide a written
submission in support of its position and to advocate for its position
personally before the Inventory Referee, in the presence of the other
party.  If the Inventory Referee requires
in-person presentations, such presentations will be made in the New York
metropolitan area.  (f)    The Inventory Referee will promptly review only those items and
amounts specifically set forth and objected to in the Dispute Notice submitted
to him and resolve the dispute in accordance with this Agreement.  Each of the parties to this Agreement agrees
to use its commercially reasonable efforts to cooperate with the Inventory
Referee and to cause the Inventory Referee to resolve any dispute no later than
thirty (30) Business Days after selection of the Inventory Referee.  The decision of the Inventory Referee with
respect to any such dispute will be final, conclusive and binding on the
parties.  (g)   The fees and expenses of the Inventory Referee will be borne by
Genzyme if the aggregate [**] of the Inventory transferred at Closing as
finally determined by the Inventory Referee is closer to the aggregate [**] of
the Inventory transferred at Closing presented by Bayer to the Inventory
Referee (i.e. assuming all Disputed Items are resolved in Bayers favor) than
the aggregate [**] of the Inventory transferred at Closing presented by Genzyme
to the Inventory Referee (i.e. assuming all Disputed Items are resolved in Genzymes
favor).  The fees and expenses of the
Inventory Referee will be borne by Bayer if the aggregate [**] of the Inventory
transferred at Closing as finally determined by the Inventory Referee is closer
to the aggregate [**] of the Inventory transferred at Closing presented by
Genzyme to the Inventory Referee (i.e. assuming all Disputed Items are resolved
in Genzymes favor) than the aggregate [**] of the Inventory transferred at
Closing presented by Bayer to the Inventory Referee (i.e. assuming all Disputed
Items are resolved in Bayers favor). 
Notwithstanding the above, if the Inventory Referee  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  40


concludes that the fee
allocation set forth in this paragraph (g) would be inequitable under the
circumstances, the Inventory Referee may specify a percentage of fees and
expenses to be borne by each party.  (h)   Once the Inventory Schedules are final, conclusive and binding and
any items raised in a Dispute Notice have been resolved, if the finally
determined aggregate [**] of the Inventory transferred at Closing is less than
the amount paid to Bayer at Closing pursuant to Section 4.1.2, Bayer shall
pay the difference to Genzyme by wire transfer within thirty (30) days.  If the finally determined aggregate [**] of
the Inventory transferred at Closing was greater than the amount paid to Bayer
at Closing pursuant to Section 4.1.2, Genzyme shall pay Bayer the
difference by wire transfer within thirty (30) days.  (i)    If on the last day of the month which is at least [**] days
following the Closing Date Genzyme has not sold Leukine Transferred Inventory
with an expiration date of [**] months [**], Bayer will refund the aggregate
[**] thereof to Genzyme, provided, however, that since the
Closing Date Genzyme has, on a country-by-country basis, used its commercially
reasonable efforts to sell Leukine Transferred Inventory prior to Leukine
purchased under the Leukine Tolling Agreement. 
If on the last day of the month which is at least [**] days following
the Closing Date Genzyme has not sold Fludara Transferred Inventory with an
expiration date of [**] months [**], Bayer will refund the aggregate [**]
thereof to Genzyme, provided, however, that since the Closing
Date Genzyme has, on a country-by-country basis, used its commercially
reasonable efforts to sell Fludara Transferred Inventory prior to Fludara
purchased under the Fludara Supply Agreement. 
If on the last day of the month which is at least [**] days following
the Closing Date Genzyme has not sold Campath Transferred Inventory with an
expiration date of [**] months [**], Bayer will refund the aggregate [**]
thereof to Genzyme, provided, however, that since the Closing
Date, Genzyme has, on a country-by-country basis, used its commercially
reasonable efforts to sell Campath Transferred Inventory prior to Campath
manufactured by Genzyme after the Closing Date. 
Any Transferred Inventory which is the subject of a refund shall be
promptly destroyed [**], and a certificate of destruction shall be provided to
Bayer.  Genzyme shall promptly return any
refund to Bayer to the extent Genzyme sells any Transferred Inventory which was
the subject of a refund prior to its destruction.  (j)    If Genzyme designates PricewaterhouseCoopers or a foreign
affiliate of such firm to serve as its designee to observe an inventory count,
and the performance of such service for Genzyme would, as determined by such
firm, create a conflict of interest that cannot be resolved through creation of
an ethical barrier between relevant client teams or other similar measures,
Genzyme will observe, or select an alternate designee to observe, such
inventory count.  4.1.4             Royalties under In-License Agreements.  From and after the Closing Date,  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  41


Genzyme or its Affiliate
hereby agrees to make the monetary payments owed to third parties pursuant to
the In-License Agreements (other than payments attributed to sales made or
reimbursement of development activities performed prior to the Closing), by
either making such payments directly to such third parties or reimbursing Bayer
for making such payments.  4.1.5             Royalty Payments. 
In accordance with the terms and conditions of this Agreement, Genzyme
or its Affiliate will make royalty payments to Bayer by paying a percentage of
Net Sales in the Territory of the Oncology Products as set forth below
(collectively, the Oncology Product Royalty Payments):  Oncology Product
  
  Percentage of Net SalesFludara
  
  [**]%
  through calendar year [**];
  [**]%
  during and after calendar year [**]Leukine
  
  [**]%
  through calendar year [**];
  [**]%
  during and after calendar year [**]Campath
  Oncology
  
  [**]%  Genzyme will make such
Oncology Product Royalty Payments until the earlier of(a) the aggregate of all Oncology Product Royalty
Payments equalling US $500 million or (b) eight (8) years from the
Closing Date, at which time Genzymes obligation to make any such Oncology
Product Royalty Payments will terminate.  4.1.6             Milestone Payments.  In accordance with the terms and conditions
of this Agreement, within [**] days after the achievement of each of the
following indicated events collectively by Genzyme, its Affiliate or
Sublicensee, Genzyme will pay to Bayer the following milestone payments (the Oncology
Product Milestone Payments):  Event
  
  AmountIf Net Sales of the Oncology Products in the
  Territory collectively reach US $[**] (First Oncology Milestone Threshold)
  in Oncology Year One
  
  US
  $
  [**]If Net Sales of the Oncology Products in the
  Territory collectively reach US $[**] (Second Oncology Milestone Threshold)
  in Oncology Year Two
  
  US
  $
  [**]If Net Sales of the Oncology Products in the Territory
  collectively reach US $[**] (Third Oncology Milestone Threshold) in
  Oncology Year Three
  
  US
  $
  [**]  Wherein
for Section 4.1.6:  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  42


(a)   If the First Oncology Milestone Threshold is reached in any
contiguous twelve (12) month period between [**] and [**], Oncology Year One
will be the first twelve (12) month period between [**] and [**] in which the
First Oncology Milestone Threshold is reached. 
If the First Oncology Milestone Threshold is not met in any contiguous
twelve (12) month period between [**] and [**], then Oncology Year One will be
designated as calendar year [**].  (b)   If the First Oncology Milestone Threshold is reached in Oncology
Year One, then Oncology Year Two will be the twelve (12) month period
following Oncology Year One.  If the
First Oncology Milestone Threshold is not reached in Oncology Year One,
Oncology Year Two will be the first contiguous twelve (12) month period between
[**] and [**] in which the Second Oncology Milestone Threshold is reached; provided,
however, if the Second Oncology Milestone Threshold is not reached in
any contiguous twelve (12) month period between [**] and [**], then Oncology
Year Two will be designated as calendar year [**].  (c)   If the First Oncology Milestone Threshold is reached in Oncology
Year One, then Oncology Year Three will be the contiguous twelve (12) month
period following Oncology Year Two.  If
the First Oncology Milestone Threshold is not reached in Oncology Year One and
the Second Oncology Milestone Threshold is reached in Oncology Year Two, then
Oncology Year Three will be the contiguous twelve (12) month period following
Oncology Year Two.  If the First Oncology
Milestone Threshold is not reached in Oncology Year One and the Second Oncology
Milestone Threshold is not reached in Oncology Year Two, then Oncology Year
Three will be the first contiguous twelve (12) month period between [**] and
[**] in which the Second Oncology Milestone Threshold is reached.  (d)   Each of the three (3) Oncology Product Milestone Payments
under this Section 4.1.6 will only be payable the first time such
milestone is reached.  4.2.          Alemtuzumab MS.  4.2.1             Royalty Payments. 
In accordance with the terms and conditions of this Agreement, Genzyme
will make royalty payments to Bayer by paying a percentage of Net Sales in the
Territory of Approved Alemtuzumab MS as set forth below (collectively, the Alemtuzumab
MS Royalty Payments):  Aggregate Payments to Bayer
  
  Percentage of Net SalesAggregate royalty payments to Bayer on Net Sales
  of Approved Alemtuzumab MS is less than or equal to US $[**]
  
  [**]
  %Aggregate royalty payments to Bayer on Net Sales
  of Approved Alemtuzumab MS is greater than US $[**] and less than or equal to
  US $[**]
  
  [**]
  %  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  43


Genzyme will not be
obligated to make any Alemtuzumab MS Royalty Payments or record any Net Sales
in the Territory of Approved Alemtuzumab MS until the earlier of (i) FDA
approval or (ii) marketing approval by the EMEA of Alemtuzumab MS.  Genzyme will make such Alemtuzumab MS Royalty
Payments until the earlier of(a) the
aggregate of allAlemtuzumab MSRoyalty Payments equalling US $1.25 billion or (b) ten (10) years
from the date of first commercial sale ofAlemtuzumab MSafter FDA approval ormarketing approval by the
EMEA, at which time Genzymes
obligation to make suchAlemtuzumab MSRoyalty Payments will terminate.  4.2.2             Milestone Payments.  In accordance with the terms and conditions
of this Agreement, including Section 4.2.3 below, within [**] days after
the end of the calendar year in which the following indicated events are
achieved collectively by Genzyme, its Affiliates or Sublicensees, Genzyme will
pay to Bayer the following milestone payments (the Alemtuzumab MSMilestone Payments):  Event
  
  AmountIf
  Net Sales of Approved Alemtuzumab MS in the Territory reach US $[**] in any
  contiguous twelve (12) month period between [**] and [**]
  
  [**]%
  of Net Sales of Approved Alemtuzumab MS in the Territory in the first such
  twelve (12) month periodIf
  Net Sales of Approved Alemtuzumab MS in the Territory reach US $[**] in any
  contiguous twelve (12) month period between [**] and [**]
  
  [**]%
  of Net Sales of Approved Alemtuzumab MS in the Territory in the first such
  twelve (12) month periodIf
  Net Sales of Approved Alemtuzumab MS in the Territory reach US $[**] in any
  contiguous twelve (12) month period from [**] and [**]
  
  [**]%
  of Net Sales of Approved Alemtuzumab MS in the Territory in the first such
  twelve (12) month periodIf
  Net Sales of Approved Alemtuzumab MS in the Territory reach US $[**] in any
  contiguous twelve (12) month period from [**] and [**]
  
  [**]%
  of Net Sales of Approved Alemtuzumab MS in the Territory in the first such
  twelve (12) month period  If
any of the four (4) milestones in Section 4.2.2 is met in [**] during
the [**] time period specified for such milestone, then the [**] where such
milestone is reached shall be used to determine Net Sales with regard to the
applicable Alemtuzumab MS Milestone Payment. 
Each of the four (4) Alemtuzumab MSMilestone
Payments under this Section 4.2.2 will only be payable the first time such
milestone is reached.  4.2.3             Milestone Buyout Option.  In lieu of paying the Alemtuzumab MSMilestone Payments under Section 4.2.2, Genzyme has the option
exercisable in its sole discretion within [**] days of the end of calendar year
2020, to make a one-time payment  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  44


to Bayer equal to [**] of
the annual Net Sales in the Territory of Approved Alemtuzumab MS in calendar
year 2020 (the Milestone Buyout Payment); provided, however,
that the Milestone Buyout Payment will not be less than US $[**] nor greater
than US $900 million, regardless of the actual annual Net Sales in the
Territory of Approved Alemtuzumab MS in calendar year 2020.  Upon paying the Milestone Buyout Payment,
Genzymes obligation to make any Alemtuzumab MSMilestone
Payments under Section 4.2.2 will terminate.  4.3.          Payment Provisions.  4.3.1             Royalty Payment Reports and Payments.  For as long as Genzyme is obligated to make
Oncology Product Royalty Payments pursuant to Section 4.1.5 or Alemtuzumab
MS Royalty Payments pursuant to Section 4.2.1 (collectively, the Royalty
Payments), within [**] days after the last day of each calendar quarter,
Genzyme will deliver to Bayer a report of Net Sales of each respective Licensed
Product by Genzyme, its Affiliates and Sublicensees during the preceding
quarterly period (any such period, a Payment Period), with all Royalty
Payments, if any, due for the Payment Period covered by such report being due
no later than [**] days after the last day of such Payment Period.  Such reports shall be Genzymes Confidential
Information and subject to Bayers non-disclosure and non-use obligations under
Section 8.8.3.  4.3.2             Payment Method.  (a)   Royalty Payments under this Agreement will be made by Genzyme or
its Affiliates in (i) U.S. Dollars for the portion of such Royalty Payment
attributable to Net Sales invoiced by Genzyme or its Affiliates in a currency
other than Euros and (ii) Euros for the portion of such Royalty Payment
attributable to Net Sales invoiced by Genzyme or its Affiliates in Euros, by
wire transfer to a bank account designated by Bayer.  (b)   Milestone Payments under this Agreement will be made by Genzyme or
its Affiliates in (i) U.S. Dollars for the portion of the applicable
milestone threshold attributable to Net Sales invoiced by Genzyme or its
Affiliates in a currency other than Euros and (ii) Euros for the portion
of the applicable milestone threshold attributable to Net Sales invoiced by
Genzyme or its Affiliates in Euros, by wire transfer to a bank account
designated by Bayer.  (c)   The Milestone Buyout Payment, if any, will be made by Genzyme or
its Affiliates in (i) U.S. Dollars for the portion of the underlying Net
Sales that are invoiced by Genzyme or its Affiliates in a currency other than
Euros and (ii) Euros for the portion of the underlying Net Sales that are
invoiced by Genzyme or its Affiliates in Euros, by wire transfer to a bank
account designated by Bayer.  (d)   The payment for Transferred Inventory set forth in Section 4.1.2
will be made by Genzyme or its Affiliates in (i) U.S. Dollars for Leukine
and Fludara  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  45


Inventory, wherever it is
located, and for Campath Inventory located in the United States and (ii) Euros
for Campath Inventory located outside of the United States, by wire transfer to
a bank account designated by Bayer.  4.3.3             Exchange Rate. 
Net Sales calculated under this Agreement will be computed for each
calendar quarter with Net Sales invoiced in a currency other than Euro or U.S.
Dollars converted into U.S. Dollars in accordance with GAAP, using the average
of the relevant exchange rates for each month of such quarter based on the
rates published by Bloomberg for such month. 
In the event that Bloomberg does not publish an exchange rate for the
conversion of any given currency into U.S. Dollars or Euros for any given month
or longer period, or if Bloomberg ceases to publish such rate, then the rates
published by the European Central Bank on its web site (http://www.ecb.int)
shall be used for the purposes of calculating rates for the currency
conversion.  For purposes of calculating (a) the
U.S. Dollar-based payment limitations and thresholds for Royalty Payments, (b) the
U.S. Dollar-based milestone thresholds and limitations and (c) the U.S.
Dollar-based amount of the Milestone Buyout Payment, Net Sales invoiced in Euro
will be converted into U.S. Dollars in the same manner as described for
non-Euro currencies in the first sentence of this Section 4.3.3.  With each quarterly Royalty Payment, Genzyme
will provide to Bayer a report detailing, with respect to the applicable
quarter, the contribution of Net Sales invoiced (x) during such quarter
and (y) during such quarter and all previous quarters to the Net Sales
thresholds for determination of when Milestone Payments are payable pursuant to
Sections 4.1.6, 4.2.2 or 4.2.3 and for determination of when royalties will no
longer be payable pursuant to Section 4.1.5 or 4.2.1, in each case
converted into U.S. Dollars in accordance with this Agreement.  The computation and determination of U.S.
Dollar based payment limitations and thresholds, Milestone Payments, if any,
and the Milestone Buyout Payment, if any, will be based on the exchange rates
used in such reports and not at those of the day of payment.  4.3.4             Withholdings. 
Any income Tax or other Tax which Genzyme is required by applicable
Legal Requirements to withhold or pay to a Governmental Authority with respect
to monies payable under this Agreement will be deducted from the amount of such
payments and paid to the relevant Governmental Authority.  Any amounts actually deducted, withheld or
paid pursuant to the foregoing sentence will be treated for all purposes of
this Agreement as paid to the Person in respect of which such withholding,
deduction or payment was made.  If
Genzyme or any of its Affiliates is required to make any such payment,
deduction or withholding, Genzyme will notify Bayer of such requirement thirty
(30) days prior to the first time any particular type of payment requires such
payment, deduction or withholding, and thereafter with respect to each
subsequent payment of that type, indicate the details of the payment, deduction
or withholding in its report to Bayer accompanying the payment with respect to
which such payment, deduction or withholding has been made.  Upon written request from Bayer, Genzyme will
promptly provide (or cause to be provided) to Bayer a certificate or other
documentary evidence establishing the payment to the relevant Governmental
Authority of any amount withheld or deducted by Genzyme or its Affiliates.  No deduction shall be made or a reduced
amount shall be deducted if Genzyme or its paying Affiliate is timely  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  46


furnished with the necessary
documents prescribed by applicable Legal Requirement in a form reasonably
satisfactory to Genzyme identifying that the payment is exempt from Tax or
subject to a reduced Tax rate.  Genzyme
(and its Affiliates) and Bayer will reasonably cooperate in completing and
filing documents required under the provisions of any applicable Tax treaty or
under any other applicable Legal Requirement, in order to enable Genzyme to
make such payments to Bayer without any deduction or withholding, or any
reduced deduction or withholding, if possible.  4.3.5             VAT.  (a)   All agreed remunerations are considered to be net of value added
tax (VAT).  Subject to the
provisions of this Section 4.3.5, VAT applies additionally as legally
owed, payable after receipt of a correct invoice, which meets all requirements
according to the applicable VAT Legal Requirements.  If any documents or information are required
to invoice the delivery of goods or services exempt from VAT and these documents
or information can only be provided by Genzyme, Genzyme shall promptly provide
these documents or information referring to provisions of the applicable
law.  If any of these documents or
information are not provided duly or are incomplete Bayer shall invoice plus
VAT if required and owed by applicable VAT-law. 
For the avoidance of doubt, Bayer and Genzymes current understanding of
the Legal Requirements is that VAT does not apply under current Legal
Requirements to transfers to Genzyme or a Luxembourg Affiliate of Genzyme
(including a Swiss branch of a Luxembourg Affiliate) in connection with the
Contemplated Transactions.  (b)   If permitted locally, at the request of Genzyme, Bayer and Genzyme
shall take all reasonable steps to ensure that the transfer of the Acquired
Assets shall be subject to specific local VAT legislation which permits not
effectively taxing such transfers with VAT. 
In that event, Bayer and Genzyme agree to cooperate as much as possible
to ensure that non-taxation will apply locally.  (c)   In the event Section 4.3.5(b) is not applicable, Bayer
and Genzyme agree to cooperate in finding and implementing acceptable solutions
for both parties that mitigate or eliminate the burdens that are caused by
charging VAT amounts, including cash flow losses, irrecoverable amounts of
local VAT, interest and other financing costs, administrative costs and
compliance costs.  Such solutions will
extend to, but are not limited to, causing the Acquired Assets to be physically
shipped to a different location.  4.4.          Records; Audit. 
Genzyme will, and will cause its Affiliates to, keep and maintain for
[**] years after the relevant calendar quarter complete and accurate books and
records in sufficient detail so that Net Sales and payments made hereunder can
be properly calculated.  No more
frequently than once during each calendar year during the Term and once during
the [**] year period thereafter, Genzyme will permit Bayers auditors from
Ernst & Young, KPMG, Deloitte, PricewaterhouseCoopers or any other
auditing firm to which Genzyme has  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  47


no reasonable objection, and with at least
[**] days advance notice at any time during normal business hours, accompanied
at all times, to inspect, audit and copy reasonable amounts of relevant
accounts and records of Genzyme and its Affiliates and reports submitted to
Genzyme and its Affiliates from Sublicensees, for the sole purpose of verifying
the accuracy of the calculation of payments to Bayer pursuant to this
Section 4.  The accounts, records
and reports related to any particular period of time may only be audited one
time under this Section 4.4.  Bayer
will cause its auditors not to provide Bayer with any copies of such accounts,
records or reports and not to disclose to Bayer any information other than
information relating solely to the accuracy of the accounting and payments made
by Genzyme pursuant to this Section 4. 
Bayer will cause its auditors to promptly provide a copy of their report
to Genzyme.  If such audit determines
that payments are due to Bayer, Genzyme will pay to Bayer any such additional
amounts within [**] days after the date on which such auditors written report
is delivered to Genzyme and Bayer, unless such audit report is disputed by
Genzyme, in which case the dispute will be resolved in accordance with Section 15.10.  If such audit determines that Genzyme has
overpaid any amounts to Bayer, Bayer will refund any such overpaid amounts to
Genzyme within [**] days after the date on which such auditors written report
is delivered to Genzyme and Bayer.  Any
such inspection of records will be at Bayers expense unless such audit
discloses a deficiency in the payments made by Genzyme (whether for itself or
on behalf of its Affiliates) of more than [**] of the aggregate amount payable
for the relevant period, in which case Genzyme will bear the cost of such
audit.  Each of the parties agrees that
all information subject to review under this Section 4.4 is Genzymes
Confidential Information that is subject to Bayers confidentiality and non-use
obligations under Section 8.8.3, and Bayer agrees that it will cause its
accounting firm to also retain all such information subject to the
non-disclosure and non-use restrictions of Section 8.8.3 or similar (but
no less stringent) obligations of confidentiality and non-use customary in the
accounting industry.  5.          CLOSING  5.1.          The Closing. 
The licenses granted in Section 2.1.1 will take effect, and the
purchase and sale of the Acquired Assets and the assumption of the Assumed
Liabilities (the Closing) will take place, at the offices of
Fulbright & Jaworski L.L.P. in Washington, D.C., within five (5) Business
Days following the satisfaction or waiver of the conditions set forth in
Sections 10 and 11 that may be satisfied or waived prior to Closing, or at such
other place and on such other date as Genzyme and Bayer may agree in writing,
in each case, subject to the satisfaction or waiver of the conditions set forth
in Sections 10 and 11.  Except as
otherwise provided in Section 12, the failure to consummate the purchase
and sale provided for in this Agreement on the date and time and at the place
specified herein will not relieve any party to this Agreement of any obligation
under this Agreement.  For all purposes,
the Closing shall be effective as of 11:59 pm on the Closing Date.  5.2.          Closing Deliveries. 
The parties will take the actions set forth in this Section 5.2 at
the Closing, in each case subject to satisfaction or waiver of the conditions
set forth in Sections 10 and 11.  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  48


(a)   Genzyme will deliver to Bayer the consideration described in
Section 4.1.2 by wire transfer of immediately available federal funds to
the account designated in writing to Genzyme, which account Bayer will
designate not fewer than five (5) Business Days prior to the scheduled
Closing Date.  (b)   Bayer will, and will cause its Affiliates who own or Control
Acquired Assets to, execute one or more bills of sale, in a form reasonably
acceptable to Genzyme, with respect to all tangible personal property included
in the Acquired Assets.  (c)   Bayer will, and will cause its Affiliates who own or Control
Acquired Assets to, execute one or more domain name assignments in
substantially the form attached hereto as Exhibit 5.2(c) (collectively,
the Domain Name Assignment Documentation).  (d)   Bayer will, and will cause its Affiliates to, execute one or more
assignments to contribute the Business Specific Licensed IP and assign the
Distribution and Development Agreement into the NewCo(s).  (e)   Genzyme and Bayer will execute and deliver letters to the FDA with
regard to transferring any Transferred Permit granted or administered by the
FDA.  (f)   Bayer will, and will cause its Affiliates who own or Control
Acquired Assets to, and Genzyme will, execute a U.S. instrument of assignment
and assumption in form and substance reasonably acceptable to the parties with
respect to the Assumed Liabilities, Transferred Contracts, Transferred Permits,
and other Acquired Assets that are not tangible personal property to be
transferred under U.S. Legal Requirements, a German instrument of assignment
and assumption in form and substance reasonably acceptable to the parties with
respect to the Assumed Liabilities, Transferred Contracts, Transferred Permits,
and other Acquired Assets that are not tangible personal property to be
transferred under German Legal Requirements, and such other instruments as will
be reasonably requested by Genzyme to vest in Genzyme title in and to the other
Acquired Assets, in accordance with the provisions hereof.  (g)   Genzyme and Bayer will, or will cause their respective Affiliates
to, as appropriate, execute and deliver to each other the following:  (i)          the Distribution and Development Agreement in substantially
the form attached hereto as Exhibit 5.2(g)(i) (the Distribution
and Development Agreement);  (ii)         the Purchase and Sale Agreement in substantially the form
attached hereto as Exhibit 5.2(g)(ii) (the Purchase and
Sale Agreement);  (iii)        the Fludara Commercial Supply Agreement in substantially the  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  49


form attached hereto as Exhibit 5.2(g)(iii) (the
Fludara Supply Agreement);  (iv)       the Leukine Manufacturing Tolling Agreement in substantially
the form attached hereto as Exhibit 5.2(g)(iv) (the Leukine
Tolling Agreement);  (v)        the Transition Services Agreement in substantially the form
attached hereto as Exhibit 5.2(g)(v) (the Transition
Services Agreement);  (vi)       the Pharmacovigilance Agreement in a form to be mutually
agreed by the Parties (the Pharmacovigilance Agreement);  (vii)      the Marketing Authorization Agency Agreement in a form to be
mutually agreed by the Parties (the Marketing Authorization Agency
Agreement);  (viii)     the Quality Assurance Agreement in a form
to be mutually agreed by the Parties (the Quality Assurance Agreement);
and  (ix)       one or more agreements as to each NewCo to be mutually agreed
by the parties and substantially in accordance with the terms attached hereto
at Schedule 8.23 (NewCo Agreements).  (h)   The parties will deliver the various certificates, instruments and
documents required of each of them under Sections 10 and 11.  5.3.         Conveyance of Acquired Assets.  Bayer and Genzyme will negotiate in good
faith prior to Closing and will establish a delivery schedule for the transfer
and conveyance of the Acquired Assets to Genzyme on and after the Closing Date
in light of their present condition and location and the operational needs of
the Bayer Business and the most efficient method of transferring. Bayer will
deliver the Acquired Assets as required by such schedule.  6.          REPRESENTATIONS AND WARRANTIES OF BAYER.  In
order to induce Genzyme to enter into and perform this Agreement and to
consummate the Contemplated Transactions, Bayer hereby represents and warrants
to Genzyme, as of the date hereof and as of the Closing Date, as follows:  6.1.         Organization. 
Bayer and any of its Affiliates that will be a party to any Ancillary
Agreement is (a) duly organized, validly existing and to the extent such
concept is applicable in a jurisdiction, is in good standing under the laws of
the jurisdiction of its organization and (b) is duly qualified to do
business and to the extent such concept is applicable in a jurisdiction, in
good standing in each jurisdiction where the nature of the activities conducted
by it or the character of the property owned by it make such qualification
necessary, except for those jurisdictions where the failure to be so qualified
does not constitute a Material Adverse Effect.  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  50


6.2.         Power and Authorization.  The execution, delivery and performance by
Bayer and its Affiliates of this Agreement and each Ancillary Agreement to
which Bayer or such Affiliate is (or will be) a party and the consummation of
the Contemplated Transactions are within the power and authority of Bayer and
any such Affiliate and have been duly authorized by all necessary corporate,
limited liability company or other applicable entity action on the part of
Bayer and any such Affiliate.  This
Agreement and each Ancillary Agreement to which Bayer or any of its Affiliates
is (or will be) a party (a) has been (or, in the case of Ancillary
Agreements to be entered into at, prior to or after the Closing, will be) duly
executed and delivered by Bayer or any such Affiliate and (b) assuming the
due execution and delivery by Genzyme is (or, in the case of Ancillary
Agreements to be entered into at or prior to the Closing, will be) a legal,
valid and binding obligation of Bayer and any such Affiliate, enforceable
against Bayer and such Affiliates, as applicable, in accordance with its terms,
except as that enforceability may be (i) limited by any applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
the enforcement of creditors rights generally and (ii) subject to general
principles of equity (regardless of whether that enforceability is considered
in a proceeding in equity or at law). 
Each of Bayer and any of its Affiliates that will be a party to any
Ancillary Agreement has the full power and authority necessary to own and use
its assets related to the Bayer Business and carry its relevant portion of the Bayer
Business.  6.3.         Authorization of Governmental Authorities.  Except as disclosed on Schedule 6.3,
and ignoring for this purpose the Permits and Section 3.2, no action by
(including any authorization, consent or approval), or in respect of, or filing
with, any Governmental Authority in any Material Country is required for, or in
connection with (a) the authorization, execution, delivery and performance
by Bayer or any of its Affiliates of this Agreement and each Ancillary
Agreement to which Bayer or any of its Affiliates is (or will be) a party or (b) the
consummation of the Contemplated Transactions by Bayer or any of its
Affiliates.  6.4.         Noncontravention. 
Except as disclosed on Schedule 6.4, and ignoring for this
purpose Section 3.2, neither the execution, delivery and performance by
Bayer or any of its Affiliates of this Agreement or any Ancillary Agreement to
which it is (or will be) a party nor the consummation of the Contemplated
Transactions will:  (a)        assuming the taking of any action by (including any
authorization, consent or approval), or in respect of, or any filing with, any
Governmental Authority, in each case, with respect to Permits or as disclosed
on Schedule 6.3, violate any Legal Requirement applicable to Bayer or
any of its Affiliates in any Material Country;  (b)        result in a breach or violation of, or default under, any
Contractual Obligation of Bayer or any of its Affiliates;  (c)        require any action by (including any authorization, consent
or approval) or in respect of (including notice to) any Person under any
Contractual Obligation of Bayer or any of its Affiliates;  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  51


(d)        result in the creation or imposition of a material
Encumbrance upon, or the forfeiture of, any Acquired Asset, any
Business-Specific Licensed IP or Shared Licensed IP (with regard to the Shared
Licensed IP, to the extent it would affect Genzymes rights to such Shared
Licensed IP under this Agreement); or  (e)        result in a breach or violation of, or default under, the
Organizational Documents of Bayer or any of its Affiliates.  6.5.         Financial Information.  The financial information disclosed on Schedule
6.5 (a) is complete and correct in all material respects and was
derived from the books and records of the Business, (b) has been prepared
in a manner designed to reflect International Financial Reporting Standards,
consistently applied, using good faith allocations of overhead and other
expense items applicable to both the indicated Licensed Product and products
other than the indicated Licensed Product where applicable, and (c) fairly
presents, in all material respects, the results of operations of the Licensed
Products as a whole for the indicated periods.  6.6.         Inventory.  Schedule
6.6 sets forth the level of shipments of Licensed Products in each of the
last two (2) calendar quarters of 2008 and 2007.  The Transferred Inventory is usable and
saleable as of the Closing Date in the Ordinary Course of Business.  6.7.         Absence of Certain Developments.  6.7.1            Since September 30, 2008 (except as otherwise noted
in subsection (g)), the Bayer Business has been conducted in the Ordinary
Course of Business and, except for the matters disclosed on Schedule 6.7.1:  (a)   there has been no material loss, destruction, damage or eminent
domain taking (in each case, whether or not insured) affecting the Bayer
Business or any Acquired Asset (or any asset that would have been an Acquired
Asset if not previously lost, destroyed, damaged or taken) or any material
transfer of Acquired Assets, Business-Specific Licensed IP, Shared Licensed IP
(with regard to the Shared Licensed IP, to the extent such material transfer by
Bayer or any of its Affiliates of Bayer would affect Genzymes rights to such
Shared Licensed IP under this Agreement), or assets or Intellectual Property or
right that would have been an Acquired Asset or Business-Specific Licensed IP
if not previously transferred, other than sales of Inventory in the Ordinary
Course of Business;  (b)   neither Bayer nor any of its Affiliates has materially increased
the Compensation payable or paid or altered the timing or methods of such
payments, whether conditionally or otherwise, to any Business Employee other
than in the Ordinary Course of Business;  (c)   neither Bayer nor any of its Affiliates has entered into, amended,
terminated or otherwise modified any Transferred Contract required to be
disclosed on Schedule 6.15(a) (or any Contractual Obligation that
would have qualified as such had it not been previously terminated);  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  52


(d)   neither Bayer nor any of its Affiliates has made, changed or
revoked any material Tax election with respect to the Bayer Business, elected
or changed any method of accounting for Tax purposes with respect to the Bayer
Business, settled any Action in respect of Taxes with respect to the Bayer
Business or entered into any Contractual Obligation in respect of Taxes with
respect to the Bayer Business;  (e)   neither Bayer nor any of its Affiliates has, with respect to the
Bayer Business, terminated or closed any material facility;  (f)   neither Bayer nor any of its Affiliates has entered into any
Contractual Obligation to do any of the things referred to elsewhere in this
Section 6.7;  (g)   Neither Bayer nor any of its Affiliates has, since December 1,
2008, terminated, reduced the Compensation of or otherwise engaged in a course
of conduct with respect to Business Employees, in each case to such an extent
or in such a manner that has had or would reasonably be expected to have a
Material Adverse Effect;and  (h)   no event or circumstance has occurred which constitutes a Material
Adverse Effect.  6.7.2            Schedule 6.7.2 sets forth:  (a)   The advertising and promotion spending for the Licensed Products (i) for
the twelve month period ending December 31, 2007, (ii) for the six (6) month
period ending June 30, 2008, and (iii) for the twelve (12) month
period ending December 31, 2008; and  (b)   The number of sales or field personnel (FTE) assigned to the
Licensed Products as of December 31, 2007, June 30, 2008 and December 31,
2008 (i) in the United States, and (ii) the Major Market Countries.  6.8.         Assets.  Bayer
and any of its Affiliates which holds Acquired Assets has good and marketable
title to, or, in the case of property held under a lease, license or other
Contractual Obligation, an Enforceable leasehold interest in, or right to use,
all of the Acquired Assets.  Except as disclosed
on Schedule 6.8, none of the Acquired Assets is subject to any
Encumbrance which is not a Permitted Encumbrance.  6.9.         Real Property. 
There is no real property or leasehold interest in real property
included in the Acquired Assets.  6.10.       Intellectual Property.  6.10.1          Business Domain Names.  Schedule 6.10.1 identifies as of the
Execution Date and will be updated to identify as of the Closing Date (a) all
Business Domain Names (b) any pending application for a Business Domain
Name and (c) any Contractual  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  53


Obligation relating to any
Business Domain Name.  For each such
Business Domain Name or application therefor, Schedule 6.10.1 sets forth
the registrant, registrar and administrative contact names for the registrant
and registrar, the expiration date, and whether the domain is active.  True, accurate and complete copies of all
such registrations and applications, in each case, as amended, or otherwise
modified and in effect, have been made available to Genzyme.  6.10.2          Licensed IP.  (a)        Part A of Schedule 6.10.2 identifies as of the
Execution Date and will be updated to identify as of the Closing Date a
complete and accurate list of (i) all registered Business-Specific
Licensed Copyrights, registered Business-Specific Licensed Trademarks and
issued Business-Specific Licensed Patents, (ii) each pending application
with respect to any Business-Specific Licensed IP specified in (i) above, (iii) each
Out-License Agreement pertaining to the Business-Specific Licensed IP and each
item of Business-Specific Licensed Copyrights, Business-Specific Licensed
Trademarks and Business-Specific Licensed Patents thereto, and (iv) each
In-License Agreement pertaining to the Business-Specific Licensed IP and each
item of Business-Specific Licensed Copyrights, Business-Specific Licensed Trademarks
and Business-Specific Licensed Patents subject thereto.  True, accurate and complete copies of all
such registrations, issuances, applications, Out-License Agreements and
In-License Agreements, in each case, as amended, or otherwise modified and in effect,
have been made available to Genzyme.  (b)        Part B of Schedule 6.10.2 identifies as of the
Execution Date and will be updated to identify as of the Closing Date (A) a
complete and accurate list of (i) all registered Shared Licensed
Copyrights and issued Shared Licensed Patents, (ii) each pending
application with respect to any Shared Licensed Copyrights and Shared Licensed
Patents specified in (i) above, (iii) each Out-License Agreement
pertaining to the Shared Licensed Copyrights and Shared Licensed Patents and
each item of Shared Licensed Copyrights and Shared Licensed Patents subject
thereto, and (iv) each In-License Agreement pertaining to the Shared
Licensed Copyrights and Shared Licensed Patents and each item of Shared
Licensed Copyrights and Shared Licensed Patents subject thereto and (B) representative
samples of the (i) Shared Licensed Trademarks and (i) Shared Licensed
Trade Dress.  True, accurate and complete
copies of all such registrations, issuances, applications, Out-License
Agreements and In-License Agreements, in each case, as amended, or otherwise
modified and in effect, have been made available to Genzyme.  (c)        For each issued or filed Licensed Patent, Schedule 6.10.2
sets forth as of the Execution Date and will be updated to set forth as of the
Closing Date, the country, title,
patent number (if issued), application number, filing date, issue date,
inventors, and any continuity relationship (such as continuation,
continuation-in-part, divisional) with respect to any other Patent Right.  For each registered Shared Licensed
Trademark, Schedule 6.10.2 sets forth as of the Execution Date and will
be updated to set forth as of  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  54


the Closing Date, a representative sample of the mark, and
for each registered Business-Specific Licensed Trademark, Schedule 6.10.2
sets forth the mark, country of registration, registration number (if issued),
application number, filing date, issue date, and the description of goods or
services covered.  For each registered
Licensed Copyright, Schedule 6.10.2 sets forth as of the Execution Date
and will be updated to set forth as of the Closing Date, the title of the work of authorship, the
country, and the registration number and registration date if registered or the
application date if filed but unregistered. 
For the Shared Licensed Trade Dress, Schedule 6.10.2 sets forth a
representative sample of this trade dress.  6.10.3          Third Party Agreements.  Other than the Third Party Agreements
identified on Schedule 6.10.1 and Schedule 6.10.2, as of the
Execution Date and as updated as of the Closing Date, there are no options, licenses, agreements, or covenants of
any kind relating to the Business-Specific Licensed IP or Business Domain
Names.  Except as provided in an
Out-License Agreement identified on Schedule 6.10.2, as of the Execution
Date and as updated as of the Closing Date,
neither Bayer nor its Affiliates are obligated to indemnify any Person against
a charge of infringement of Intellectual Property with respect to the Licensed
Products.  Each Third Party Agreement and
its amendments (i) assuming any such Third Party Agreement and any
amendments thereto are Enforceable against the third party or parties that are
party to such Third Party Agreement, constitutes an Enforceable Contractual
Obligation of Bayer or its Affiliates party thereto, and is in full force and
effect, and subject to Schedules 6.3 and 6.4, will continue to be
in full force and effect on identical terms immediately following the Closing
and (ii) represents the complete agreement and understanding between Bayer
or its Affiliates and the other respective party or parties thereto relating to
the Intellectual Property that is the subject of such Contractual
Obligation.  Bayer or its Affiliate has
performed in all material respects all of its obligations under each of the Third
Party Agreements and Bayer or its Affiliates are not (with or without the lapse
of time or the giving of notice, or both) in breach or default in any material
respect under any Third Party Agreement and, to Bayers Knowledge, no other
party to any such Contractual Obligation is (with or without the lapse of time
or the giving of notice, or both) in breach or default in any material respect
thereunder.  To Bayers Knowledge, each
Third Party Agreementconstitutes
an Enforceable Contractual Obligation of the third party or parties that are
party thereto.  None of the other parties
to the Third Party Agreements has given any written notice to or made a written
claim against Bayer or its Affiliates with respect to any breach or default
under the Third Party Agreements.  Except
for required consents to assign the agreements set forth on Schedules  6.3
and 6.4, the entry into and consummation of the Contemplated
Transactions will not give the counterparty to any Third Party Agreement the
right to terminate such Third Party Agreement and will not give rise to any
other right of such counterparty with respect to the Business-Specific Licensed
IP or Business Domain Names.  Complete
and correct copies of the Third Party Agreements (including all amendments,
supplements and waivers thereto) have been delivered to Genzyme.  6.10.4          Title.  Except as specified on Schedule 6.10.1
or Schedule 6.10.2, Bayer or its Affiliate identified on Schedule
6.10.1 or Schedule 6.10.2, as applicable, owns and  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  55


possesses all rights, title,
and interests in and to (a) the Business Domain Names and (b) the
Business-Specific Licensed IP, without Encumbrances other than Permitted
Encumbrances, except to the extent the Business-Specific Licensed IP identified
on Schedule 6.10.2 is subject to an In-License Agreement as indicated on
Schedule 6.10.2.  Except as
specified on Schedule 6.10.2, Bayer or its Affiliate identified on Schedule 6.10.2,
as applicable, possesses all rights, title and interests in the Shared Licensed
IP necessary for Bayer and its Affiliates to grant Genzyme the licenses granted
in Section 2.1.1 under the Shared Licensed IP.  The license to Genzyme in Section 2.1.1
does not violate in any material respect the terms of any Third Party Agreement
or any other agreement Bayer or any of its Affiliates has with a third
party.  Bayer Controls all Know-How
developed or received by Bayer or any of its Affiliates from a third party that
is used in the Bayer Business and has sufficient legal and/or beneficial title
and rights to grant the license set forth in Section 2.1.1 to Genzyme
under such Know-How and the grant of such license does not violate in any
material respect any agreements Bayer or any of its Affiliates has with any
third party.  6.10.5          Validity and Enforceability.  Except as specified on Schedules 6.7.1 and
6.10.5, to Bayers Knowledge, the registered or issued Business-Specific
Licensed IP is subsisting, valid and enforceable (or, in the case of
applications for Patent Rights, are pending).  6.10.6          Orders.  Except as specified on Schedules 6.10.6
and 6.10.10, no Licensed IP owned by Bayer or its Affiliates is subject to
any outstanding Governmental Order, and no Action is pending or, to Bayers
Knowledge, threatened, that challenges the legality, validity, Enforceable
nature of, use or ownership of such Licensed IP.  In addition, to Bayers Knowledge, no
Licensed IP licensed to Bayer or its Affiliates is subject to any outstanding
Governmental Order, and no Action is pending or threatened, that challenges the
legality, validity, Enforceable nature of, use or ownership of such Licensed IP
and there is no outstanding Governmental Order that restricts Bayer from
granting to Genzyme the licenses granted in Section 2.1.1.  6.10.7          Infringement and Misappropriation.  To Bayers Knowledge, the conduct of the
Bayer Business will not interfere with, infringe upon, misappropriate (or any
other terms in jurisdictions other than the United States that have similar
meaning) any Intellectual Property rights of third parties.  Except as set forth on Schedule 6.10.7A
neither Bayer nor any of its Affiliates has received any charge, complaint,
claim, demand, notice mentioning a third party Patent Right or notice alleging
any such interference, infringement or misappropriation (or any other terms in
jurisdictions other than the United States that have similar meaning)
(including any claim that Bayer or its Affiliate must license or refrain from
using any Intellectual Property of any third party in connection with the
conduct of the Bayer Business).  Except
as set forth on Schedule 6.10.7B, to Bayers Knowledge, no third party
is infringing upon or misappropriated any Business-Specific Licensed IP or
Business Domain Name.  6.10.8          Royalties.  Except as disclosed on Schedule 6.10.8,
there are no contracts  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  56


which require the payment of
royalties by Bayer or its Affiliates with respect to the sales of Licensed
Products.  For each contract disclosed on
Schedule 6.10.8, Schedule 6.10.8 sets forth the date on
which such royalty was first paid and the royalty rate being paid by Bayer as
of the Execution Date.  6.10.9          Employees and Consultants.  Except as disclosed on Schedule 6.10.9
and except to the extent Licensed Products include Genzyme Improvements, all
current and former employees, agents and consultants of Bayer or its Affiliates
who have made material contributions to the development of the Licensed
Products or who have had access in any material respect to Bayers confidential
and proprietary information with respect to the Licensed Products or the Bayer
Business, have entered into Enforceable Contractual Obligations with Bayer or
its Affiliate whereby (a) Bayer or its Affiliate is entitled to all
ownership rights (except to the extent prevented by applicable Legal
Requirements related to employees rights in and to their own inventions made
in the course of their employment) in any Intellectual Property relating to the
Bayer Business, that the employee, agent, or consultant may have invented,
discovered, originated, made, or conceived while working for Bayer or its
Affiliates, and all such ownership rights are duly assigned to Bayer or its
Affiliate, and (b) the employee, agent, or consultant agrees, subject to
applicable Legal Requirements, to hold and maintain in confidence all
confidential and proprietary information of Bayer or its Affiliate (Invention
and Confidentiality Agreements). 
Bayers and its Affiliates general practice has been to require all
employees, agents and consultants who contributed to the development of
Licensed Products, except to the extent Licensed Products include Genzyme
Improvements, or who have had access to Bayers or its Affiliates confidential
and proprietary information with respect to the Licensed Product to enter into
Invention and Confidentiality Agreements. 
Schedule 6.10.9 identifies each Business-Specific Licensed Patent
which names at least one inventor covered by the German Employees Invention
Act (GEIA) who has not waived his or her rights according to Articles
14 and 16 of the GEIA.  In each such
Business-Specific Licensed Patent where Bayer decided to pursue a patent
application and/or patent, Bayer has (x) properly claimed the underlying
invention in such patent application or patent in compliance with Article 6(1) of
the GEIA or (y) entered into a contract with such inventor wherein the
rights to the invention are transferred to Bayer.  In each such scheduled Business-Specific
Licensed Patent where Bayer has decided not to pursue or to abandon a patent or
patent application in any country, Bayer has properly informed any inventor who
has not waived his right according to Article 14(2) GEIA in
accordance with Article 14(2) of the GEIA.  No such informed inventor has notified Bayer
that he or she intends to pursue his or her rights in such invention.  6.10.10       Litigation.  Except as specified on Schedule 6.10.10,
to Bayers Knowledge, no Actions concerning the Licensed IP or Business Domain
Names are currently pending or are, to Bayers Knowledge, threatened, that if
determined adversely to Bayer would have a Material Adverse Effect on the
Contemplated Transactions or would impair in any material respect Genzymes
rights under the license granted in Section 2.1.1.  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  57


6.10.11       Completeness.  The In-License Agreements that by their terms
may be sublicensed (and therefore will be sublicensed) to Genzyme at Closing
pursuant to this Agreement are listed in Schedule 6.10.11A.  The In-License Agreements that by their terms
may not be sublicensed to Genzyme pursuant to this Agreement without the
consent of the licensor are listed in Schedule 6.10.11B.  To Bayers knowledge, other than the (a) Intellectual
Property licensed pursuant to the In-License Agreements listed on Schedule
6.10.11B, (b) the Business-Specific Licensed IP and (c) the
Business Domain Names, there is no other Intellectual Property that is
exclusively related to the Licensed Product and is used exclusively in, had
been used exclusively in and is currently exclusive to, or was developed
exclusively for and is currently exclusive to the Bayer Business.  To Bayers knowledge, other than the
Intellectual Property (a) in the In-License Agreements listed in Schedule
6.10.11B and (b) the Shared Licensed IP (other than the
Business-Specific Licensed IP and the Business Domain Names) there is no other
Intellectual Property that relates to the Licensed Products that has been used
in or developed with the identified intent that it would be useful in the Bayer
Business.  6.11.       Legal Compliance; Permits; Regulatory Matters.  6.11.1          Compliance.  Subject to the qualifications set forth in
Sections 6.11.2 and 6.11.3, neither Bayer nor any of its Affiliates, in each
case with respect to the Bayer Business, has since January 1, 2008, been
in material breach or violation of, or material default under (a) its
Organizational Documents or (b) any material Legal Requirement.  6.11.2          Permits.  Except as set forth on Schedule 6.11.2, to
Bayers knowledge, Bayer and each Affiliate which conducts a portion of the
Bayer Business has been duly granted in the Major Market Countries and Other
Key Countries, and to Bayers Knowledge, in all other countries, all material
Permits under all Legal Requirements necessary for the conduct of the Bayer
Business.  Schedule 6.11.2
lists as of the Execution Date and shall be updated to list as of the Closing
Date each material Permit and pending application therefor used (or intended
for use in, in the case of pending applications) in the Bayer Business,
including all Permits pursuant to which Bayer or any of its Affiliates is
authorized or licensed to manufacture, market or sell a Licensed Product.  Except as disclosed on Schedule 6.11.2,
with respect to the Major Market Countries and Other Key Countries, and to
Bayers Knowledge, all other countries, (a) such Permits are valid and in
full force and effect, (b) neither Bayer nor any of its Affiliates is in
material breach or violation of, or material default under, any such Permit,
(c) Bayer and each Affiliate has filed all material reports, notifications
and filings with, and has paid all regulatory fees to, the applicable
Governmental Authority necessary to maintain all of such Permits in full force
and effect, and (d) since January 1, 2008, neither Bayer nor any of
its Affiliates has received written notice to the effect that a Governmental
Authority was or is considering the withdrawal, suspension, termination,
revocation or cancellation of any such Permit.  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  58


6.11.3           Regulatory and Related Matters.  (a)   Except as disclosed on Schedule 6.11.3,
and except with respect to claims made in promotional or advertising materials
that have been either withdrawn or are no longer used and for which Genzyme and
its Affiliates will not be responsible, neither Bayer nor any of its Affiliates
has, since January 1, 2008 and with respect to the Bayer Business, in the
Major Market Countries and Other Key Countries, and to Bayers Knowledge, in
all other countries, received any (i) written notice from the FDA or any
other Governmental Authority, including the Office of Inspector General, any
United States Attorney, the Department of Justice or any attorney general of
any jurisdiction, alleging any violation of any Drug Law, The False Claims Act
(31 U.S.C. § 37293733) or false claims acts under state Legal
Requirements, commencing or indicating an intention to conduct an
investigation, audit, or review; (ii) notice of inspectional observation
(including those recorded on form FDA 483), establishment inspection report,
warning letter, penalty, fine, sanction, request for recall or other remedial
action; or (iii) other written documents issued by the FDA or any other
Governmental Authority alleging lack of compliance with any Drug Law by Bayer,
any of its Affiliates, or Persons who are otherwise performing services for the
benefit of Bayer or any of its Affiliates.  (b)   Bayer has, with respect to the Bayer Business, delivered or made
available to Genzyme all material correspondence and meeting minutes received
from or sent to the FDA and any other similar foreign Governmental Authorities
in Major Market Countries and Other Key Countries since January 1, 2008,
with respect to the Bayer Business, including any and all notices of
inspectional observations, establishment inspection reports and any other
material documents received by Bayer or any of its Affiliates since January 1,
2008 from the FDA or similar foreign Governmental Authorities which relate to
Bayers compliance in any material respect with regulatory requirements of the
FDA or similar foreign Governmental Authorities.  (c)   Except with respect to claims made in promotional or advertising
materials or statements made by sales representatives to physicians or other
customers, that have been either withdrawn, resolved or are no longer used, and
for which Genzyme and its Affiliates will not be responsible, neither Bayer nor
any of its Affiliates, nor to Bayers Knowledge, agent of Bayer or its
Affiliates, has, with respect to the Bayer Business, made an untrue statement
of a material fact or fraudulent statement to the FDA or any other Governmental
Authority or to any physician or customer, failed to disclose a material fact
required to be disclosed to the FDA or any other Governmental Authority or to
any physician or customer, or committed any material act, made any material
statement, or failed to make any material statement, that would reasonably be
expected to provide a basis for the FDA to invoke its policy respecting Fraud,
Untrue Statements of Material Fact, Bribery, and Illegal Gratuities, set forth
in FDAs Compliance Policy Guide Sec. 120.100 (CPG 7150.09). Neither Bayer nor
any of its Affiliates, nor to Bayers Knowledge, any agent, or subcontractor of
Bayer or any of its Affiliates has, with  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  59


respect to the Bayer
Business, (i) been convicted of any crime or engaged in any conduct that
would reasonably be expected to result in or that has resulted in permanent
debarment or disqualification by any Governmental Authority and (ii) any
knowledge of facts that would lead to a false claim, or other proceedings or
debarment, and to Bayers Knowledge there are no proceedings pending or
threatened that would result in criminal liability or permanent debarment or
disqualification by any Governmental Authority, in each case above, which
criminal liability or permanent debarment or disqualification would reasonably
be expected to be material to the Bayer Business.  For the avoidance of doubt, the fact that a
violation of Drug Laws has been admitted or proved, which violation is related
to claims made in promotional or advertising materials or statements made by
sales representatives to physicians or other customers, which have been either
withdrawn, resolved or are no longer used, will not be considered to be
material for the purposes of this Section 6.11.3(c), and will be
considered to be material, if at all, only if the said claims will affect
Genzyme and/or the conduct of the Business following Closing.  (d)   Neither Bayer nor any of its Affiliates, nor any director,
officer, employee or, to Bayers Knowledge, agent of Bayer or any of its
Affiliates, has, with respect to the Bayer Business, (a) used any funds
for contributions, gifts, entertainment or other expenses in violation in any
material respect of applicable Legal Requirements, (b) paid any bribe,
kickback or other similar payment, directly or indirectly, to any foreign
government officials or employees in violation in any material respect of the
Foreign Corrupt Practices Act of 1977 or other applicable Legal Requirement, (c) made
any other payment of any kind in violation in any material respect of any Legal
Requirement, to secure any improper advantage for the Bayer Business, or (d) knowingly
incorrectly recorded any transactions in any of the foregoing categories on the
books and records of Bayer or any of its Affiliates.  (e)   Bayer and each Affiliate has since January 1, 2008, with
respect to the Bayer Business, complied in all material respects with the state
marketing code of conduct required by the states of California and Nevada.  (f)    Except as disclosed on Schedule 6.11.3, to Bayers
Knowledge, as of the Execution Date, no Person has made a filing with (i) a
Governmental Authority or (ii) a non-Governmental Authority with authority
to issue a Permit to permit the manufacturing, distribution, marketing or sale
of a pharmaceutical product seeking approval to manufacture, distribute, market
or sell a generic form of Oral Fludara in the Territory.  6.12.        Tax Matters. 
Except as set forth on Schedule 6.12:  6.12.1           There are no Encumbrances with
respect to Taxes uponany
Acquired Asset, the Business-Specific Licensed IP or the Shared Licensed IP
(with respect to the  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  60


Shared Licensed IP, to the extent such Encumbrances affect Genzymes
rights to such Shared Licensed IP under this Agreement),other than for
current Taxes not yet due and payable.  6.12.2           Each of Bayer and its Affiliates has,
with respect to the Bayer Business, deducted, withheld and timely paid to the
appropriate Governmental Authority all material Taxes required to be deducted,
withheld or paid in connection with any amounts paid or owing to any employee,
and each of Bayer and its Affiliates has complied in all material respects with
all reporting and recordkeeping requirements.  6.12.3           None of theAcquired Assets, the Business-Specific Licensed IP or
the Shared Licensed IP (with respect to the Shared Licensed IP, to the extent
such Encumbrances affect Genzymes rights to such Shared Licensed IP under this
Agreement)constitutes a United States real property interest within the meaning
of Section 897(c) of the Code or the Bayer Affiliate transferring or
licensing suchAcquired Asset,
Business-Specific Licensed IP or Shared Licensed IPis not a foreign person
within the meaning of Section 1445(a) of the Code.  6.12.4           There are no written proposed
reassessments of any of theAcquired
Assets, the Business-Specific Licensed IP or the Shared Licensed IP (with
respect to the Shared Licensed IP, to the extent such Encumbrances affect
Genzymes rights to such Shared Licensed IP under this Agreement).  6.13.        Employee Benefit Plans.  6.13.1           Schedule 6.13.1 sets
forth a complete and accurate list, as of the Execution Date, of all Employee
Benefit Plans maintained, or contributed or required to be contributed to, by
Bayer, any of Bayers Affiliates or any of their ERISA Affiliates (together,
the Bayer Employee Plans).  For
purposes of this Agreement, the following terms shall have the following
meanings:  (i) Employee Benefit
Plan means any employee pension benefit plan (as defined in
Section 3(2) of ERISA), any employee welfare benefit plan (as
defined in Section 3(1) of ERISA), and any other plan, program,
arrangement, scheme or agreement involving direct or indirect compensation or
fringe benefits, including all types of insurance coverage, severance benefits,
sick/disability benefits, automobile benefits, deferred compensation, bonuses,
stock options, stock purchase, phantom stock, stock appreciation, profit
sharing or other forms of incentive compensation, pension or post-retirement
compensation, retiree medical or life insurance, social security, savings plans
or schemes, vacation, education, adoption, and all unexpired severance
agreements, in each case for the benefit of, or relating to, any Business Employee
or dependents or beneficiaries thereof; (ii) ERISA means the
Employee Retirement Income Security Act of 1974; and (iii) ERISA
Affiliate means any entity which is a member of (A) a controlled
group of corporations (as defined in Section 414(b) of the Code),
(B) a group of trades or businesses under common control (as defined in
Section 414(c) of the Code) or (C) an affiliated service group
(as defined under Section 414(m) of the Code or the regulations under
Section 414(o) of the Code),  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  61


any of which includes or
included Bayer.  6.13.2           Bayer has made available to Genzyme (a) a
complete and accurate summary of the material terms of each Bayer Employee
Benefit Plan, and (b) where applicable, the most recent summary plan
description or similar summary and standard terms and conditions referencing
any Bayer Employee Plan.  6.13.3No
lien has been imposed on the Acquired Assets pursuant to Section 302 or
4068 of ERISA or Section 412 of the Code, and no fact exists that would
reasonably be expected to give rise to any such lien.  6.13.4           All the Bayer Employee Plans that are
intended to be qualified under Section 401(a) of the Code have
received from the IRS determination or opinion letters (in each case, on which
Bayer may rely as to all provisions of the Bayer Employee Plan currently in
effect, except with respect to any such provision as to which the remedial
amendment period as determined under Section 401(b) of the Code
remains open) to the effect that such Bayer Employee Plans are qualified and
the plans and trusts related thereto are exempt from federal income taxes under
Sections 401(a) and 501(a), respectively, of the Code; and no such
determination letter has been revoked and, to Bayers Knowledge, no such
revocation has been threatened;
and no such Bayer Employee Plan has been amended or to Bayers Knowledge
operated since the date of its most recent determination letter or application
therefor in any manner, which, if not corrected, would reasonably be expected
to adversely affect its qualificationwith respect to Hired Employees.  6.13.5           None of Bayer, any of its Affiliates
or any of their ERISA Affiliates hasincurred
any liability under Title IV of ERISA with respect to any of the following
plans that would reasonably be expected to become a liability of Genzyme or any
Genzyme Affiliate by reason of the consummation of the Contemplated
Transactions:(a)  a defined benefit plan (as defined in
ERISA §3(35)) or any other Employee Benefit Plan which was ever subject to
Section 412 of the Code or Title IV of ERISA, (b)  a multiemployer
plan (as defined in Section 4001(a)(3) of ERISA), (c) a multiple
employer plan (as defined in Section 413 of the Code), or (d) a multiple
employer welfare arrangement (as defined in Section 3(40) of ERISA).  6.13.6           Except as otherwise disclosed on Schedule
6.13.6, none of the Bayer Employee Plans promises or provides retiree
medical, life or other retiree welfare benefits to any Person, except as
required by applicable Legal Requirements.  6.13.7           Except as otherwise disclosed on Schedule
6.13.7, (a) Business Employees who are offered employment by Genzyme
in accordance with Section 8.11 and become Hired Employees and (b) Non-U.S.
Business Employees who transfer automatically to Genzyme due to any applicable
Legal Requirement,are not and would
not be eligible for or entitled to severance or any termination-related
benefits under any Bayer Employee Plan.  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  62


6.13.8           With respect to each Bayer Employee
Plan, Bayer and its Affiliates have complied in all material respects with any
contribution, Tax, social security, notification and filing requirements and
obligations under applicable Legal Requirements as they relate to Non-U.S.
Business Employees, except for failures to so comply that would not become
Liabilities of Genzyme.  6.14.        Environmental Matters. 
Except as set forth in Schedule 6.14, Bayer and each Affiliate
is, and has been, in material compliance with all Environmental Laws with
respect to the Bayer Business.  6.15.        Contracts.  6.15.1           Contracts.  (a)        Schedule 6.15(a) sets forth as of the Execution
Date and will be updated to set forth as of the Closing Date each Transferred
Contract described below:  (i)    any Contractual Obligation (or group of related Contractual
Obligations) the performance of which involves annual payments to or by Bayer
and its Affiliates in the aggregate in excess of $[**], other than any
Contractual Obligation which by its terms can be terminated upon no greater
than sixty (60) days notice without material penalty or any further obligation
or Liability to Bayer or any of its Affiliates;  (ii)   any licenses of Intellectual Property;  (iii)  any Contractual Obligation consisting of a partnership, limited
liability company or joint venture agreement;  (iv)  any Contractual Obligation that limits or purports to limit the
ability of any Person to compete in any line of business, with any other Person
or in any geographic area, other than employment agreements entered into in the
Ordinary Course of Business;  (v)   any Contractual Obligation with any Governmental Authority; and  (vi)  any Contractual Obligation not listed above that is material to the
Bayer Business; and  (b)        Schedule 6.15(b) sets forth as of the Execution
Date and will be updated to set forth as of the Closing Date each Joint
Contract described below:  (i)    any Joint Contract in which the aggregate payments attributable
to the Bayer Business exceeds $[**] in the aggregate;  (ii)   any Joint Contract that, with regard to the Bayer Business, limits
or purports  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  63


to limit the ability of any
Person to compete in the Business, with any other Person or in any geographic
area; and  (iii)  any Joint Contract not listed above that is material to the Bayer
Business.  Except for the Contractual
Obligations described on Schedule 6.15(c), Bayer has made available to
Genzyme true, accurate and complete copies of each written Contractual
Obligation required to be listed on Schedules 6.15(a) and 6.15(b),
in each case, as amended or otherwise modified and in effect.  Bayer has made available to Genzyme a written
summary setting forth the terms and conditions of each oral Contractual
Obligation required to be listed on Schedules 6.15(a) and 6.15(b).  6.15.2           Enforceability, etc.  Each Contractual Obligation required to be
disclosed on Schedule 6.10.1 (Business Domain Names), 6.10.2
(Business-Specific Licensed IP), 6.15 (Contracts) or 6.16
(Customers) and which is a Transferred Contract or Joint Contract (each, a Disclosed
Contract) is Enforceable against Bayer or its Affiliate (assuming for this
purpose that such Contractual Obligation is Enforceable against the
counterparties to such Contractual Obligation) and is in full force and effect,
and, subject to obtaining any necessary consents disclosed in Schedule 6.3
or Schedule 6.4, will continue to be so Enforceable and in full
force and effect on substantially identical terms immediately following the
Closing.  To Bayers Knowledge, each
Disclosed Contractconstitutes in
all material respects an Enforceable Contractual Obligation of the counterparty
or counterparties that are party thereto.  6.15.3           Breach, etc.  Neither Bayer nor any of its Affiliates nor,
to Bayers Knowledge, any other party to any Disclosed Contract, is in material
breach or material violation of, or material default under any Disclosed
Contract, or intends to commit any of the foregoing.  6.16.        Customers.  Schedule
6.16 sets forth a complete and accurate list of (a) the top twenty
(20) customers in the United States for each of the Licensed Products in 2008;
and (b) for each other country in the Territory, the top ten (10) customers
for each of the Licensed Products in 2008. 
Schedule 6.16 indicates the existing Contractual Obligations
(other than purchase orders entered into in the Ordinary Course of Business)
with each listed customer.  The
relationships of the Bayer Business with the customers in the Major Market
Countries and the Other Key Countries and to Bayers Knowledge, all other
countries, required to be listed on Schedule 6.16 are good
commercial working relationships and none of such customers has, since September 30,
2008, canceled, terminated or otherwise materially altered (including any
material reduction in the rate or amount of sales or purchases or material
increase in the prices charged or paid, as the case may be) or notified the
Bayer Business in writing of any intention to do any of the foregoing or
otherwise threatened in writing to cancel, terminate or materially alter
(including any material reduction in the rate or amount of sales or purchases,
as the case may be) its relationship with the Bayer Business.  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  64


6.17.        Employees.  6.17.1           Schedule 6.17.1 sets forth a
list, complete and accurate as of the Execution Date, of all Business
Employees, showing for each: (a) name, (b) entity by which employed, (c) hire
date or adjusted service date, if applicable, (d) current job title,
principal place of employment and position classification or grade [**], (e) actual
base salary, bonus, commission, and other remuneration (whether cash or
in-kind) provided during or otherwise due from calendar year 2008, (f) when
available, 2009 annual base salary rate and 2009 target bonus or other
incentive compensation, as well as any other remuneration (whether cash or
in-kind) due in 2009, (g) whether there[**], (h) whether the Business
Employee is [**]; (i) [**]; (j) identification of any [**] and (k) whether
the Business Employee is [**].  Schedule 6.17.1
also identifies each Business Employee with managerial or senior administrative
responsibilities and [**].To
Bayers Knowledge, there are no other current or former employees or
consultants of Bayer or its Affiliates having the right to return to work in a
Business Employee position or the right to be reinstated or re-engaged in such
position or to be regarded as a Business Employee.  Except as disclosed on Schedule 6.17.1,
to Bayers Knowledge, no Business Employee has any plans to terminate
employment with Bayer or its Affiliates. 
Schedule 6.17.1will be updated by Bayer no later than every[**]days between the Execution Date and Closing Date to reflect any
changes in the information included therein since the Execution Date or the
previous update, as applicable, and finally,[**]Business Days prior to the Closing Date, and each updated list will
contain complete and accurate information as of its update.  6.17.2           Schedule 6.17.2 sets forth, as
of the Execution Date, (i) a complete list of all independent contractors
and temporary employees currently performing services relating to the Bayer
Business or under contract to perform such future services relating to the
Bayer Business who does or will devote [**] or more of his or her work time to
such business, and (ii) the start date, type of services to be provided,
estimated completion date, and pay rate of such workers.  All such individuals have acknowledged in
writing that they are not employees of Bayer or of any of its Affiliates and
are not entitled to any employee Compensation, all in compliance with
applicable Legal Requirements.  Accurate
and complete copies of all such written agreements with any such independent
contractor have been provided to Genzyme.  6.17.3           None of Bayer or any of its
Affiliates is the subject of any proceeding asserting that Bayer or any of its
Affiliates has committed an unfair or unlawful labor practice or seeking to
compel it to bargain with any labor union, trade union, works council, employee
representatives group or labor organization (collectively, Union) with
regard to any Business Employee.  There
are no pending or, to Bayers Knowledge, threatened labor strikes, disputes,
walkouts, work stoppages, slow-downs, lockouts, grievances or complaints
involving any Business Employee or any former Non-U.S. Business Employee.  Neither Bayer nor any of its Affiliates
presently is, nor has it been since December 1, 2008, a party to or bound
by any collective bargaining agreement or Union contract covering any Business
Employee other than as set forth in Schedule 6.17.3, and no
collective bargaining or Union agreement that would affect any Business
Employee is being negotiated by Bayer or any of its Affiliates.  To Bayers  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  65


Knowledge, no Union
organizing campaign or activity with respect to non-Union Business Employees is
ongoing, pending or threatened.  6.17.4           To Bayers Knowledge, Bayer and its
Affiliates have timely paid to all Business Employees all Compensation due and
payable to such Business Employees. 
Bayer and its Affiliates have complied since December 1, 2008 in
all material respects and are currently in compliance in all material respects
with all applicable Legal Requirements respecting employment, immigration,
occupational health and safety, and wages and hours, in each case, with respect
to their current and former Business Employees. 
There are no Actions pending or, to Bayers Knowledge, threatened
against Bayer or its Affiliates involving any current or former Business
Employee. To Bayers Knowledge, there have been no workplace accidents,
injuries, or exposures in the last twelve (12) months involving any Business
Employee which are likely to result in, but have not yet resulted in, a claim
for workers compensation payments or benefits. 
Bayer and its Affiliates (a) have withheld and reported all amounts
required by Legal Requirements or by contract to be withheld and reported with
respect to wages, salaries, and other payments to Business Employees and former
Business Employees; (b) are not liable for any arrears of wages or any
Taxes or any interest, fine, or penalty for failure to comply with any of the
foregoing; and (c) are not liable for any payment to any trust or other
fund governed by or maintained by or on behalf of any Governmental Authority
with respect to unemployment compensation benefits, social security, or other
benefits or obligations for Business Employees or former Business Employees.  6.17.5           Schedule 6.17.5 lists as of
the Execution Date and will be updated to list as of the Closing Date each
written Contractual Obligation with or relating to any Business Employee,
including but not limited to any Contractual Obligation (a) under which
the amount or timing of benefits are contingent, or the terms are altered or
contingent, upon the occurrence of a transaction involving Bayer or its
Affiliates of the nature of any Contemplated Transaction; (b) providing
any term of employment, termination notice period, conditions of termination,
employment conditions modification requirements, redundancy scheme or
Compensation guarantee; or (c) providing severance or other benefits upon
or after the termination of employment of such Business Employee or the
transfer of such Business Employee to a different employer as a result of any
transaction involving Bayer or its Affiliates of the nature of any Contemplated
Transaction.  Except as set forth in Schedule
6.17.5, or, with respect to Non-U.S. Business Employees, as otherwise
provided by applicable Legal Requirements, all Business Employees are employed
at-will by Bayer or its Affiliates.  6.17.6           Within the one (1) year period
prior to the Closing Date, Bayer and its Affiliates have not (a) given
notice of a redundancy to the relevant authority or body, or consulted any
Union under any applicable Legal Requirement with regard to making any Non-U.S.
Business Employees redundant or (b) been party to the transfer of an
undertaking as defined in the applicable Legal Requirements or failed to comply
in any material respect with a duty to inform and consult a Union under
applicable Legal Requirements.  The
details of any arrangement or practice regarding redundancy  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  66


payments, with a
contractual, customary or discretionary payment above the statutory payment
level are set forth on Schedule 6.17.6.  6.17.7           Since December 1, 2008 and as of
the Execution Date, Bayer and its Affiliates have not, without the consent of
Genzyme, terminated the employment of, or reassigned to another position that
does not support the Bayer Business, any employee who was a Non-U.S. Business
Employee at the time of such termination or reassignment.  6.18.        Litigation; Governmental Orders.  Except as disclosed on Schedule 6.18,
there is no Action to which Bayer or an Affiliate is a party (either as
plaintiff or defendant) or to which the Acquired Assets are subject pending, or
to Bayers Knowledge, threatened, in each case with respect to the Bayer
Business.  Except as disclosed on Schedule
6.18, there is no Action which, to Bayers Knowledge, Bayer or any of its
Affiliates intends to initiate with respect to the Bayer Business.  Except as disclosed on Schedule 6.18,
no Governmental Order has been issued and remains in force which is applicable
to the Bayer Business or any Acquired Asset.  6.19.        No Brokers. 
Neither Bayer nor any of its Affiliates has any Liability of any kind
to, or is subject to any claim of, any broker, finder or agent in connection
with the Contemplated Transactions other than those which will be borne by
Bayer or an Affiliate.  7.          REPRESENTATIONS AND WARRANTIES OF GENZYME.  In
order to induce Bayer to enter into and perform this Agreement and to
consummate the Contemplated Transactions, Genzyme hereby represents and
warrants to Bayer, as of the date hereof and as of the Closing Date, that:  7.1.          Organization. 
Genzyme and any Affiliate of Genzyme that will be a party to any
Ancillary Agreement is (a) duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization and (b) is
duly qualified to do business and in good standing in each jurisdiction where
the nature of the activities conducted by it or the character of the property
owned by it make such qualification necessary, except for those jurisdictions
where the failure to be so qualified does not have a material adverse effect on
Genzyme.  7.2.          Power and Authorization.  The execution, delivery and performance by
Genzyme and its Affiliates of this Agreement and each Ancillary Agreement to
which Genzyme or such Affiliate is (or will be) a party and the consummation of
the Contemplated Transactions are within the power and authority of Genzyme and
any such Affiliate and have been duly authorized by all necessary corporate
action on the part of Genzyme and any such Affiliate.  This Agreement and each Ancillary Agreement
to which Genzyme or an Affiliate is (or will be) a party (a) has been (or,
in the case of Ancillary Agreements to be entered into at, prior to or after
the Closing, will be) duly executed and delivered by Genzyme or its Affiliate
and (b) assuming the due execution and delivery by Bayer is (or in the
case of Ancillary Agreements to be entered into at, prior to or after the
Closing, will be) a legal, valid and  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  67


binding obligation of Genzyme or its
Affiliate, enforceable against Genzyme or its Affiliate in accordance with its
terms, except as that enforceability may be (i) limited by any applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
the enforcement of creditors rights generally and (ii) subject to general
principles of equity (regardless of whether that enforceability is considered
in a proceeding in equity or at law). 
Each of Genzyme and each Affiliate that will be a party to any Ancillary
Agreement has the full power and authority necessary to own and use the
Acquired Assets and the Licensed IP related to the Business that is held by it
as of the Closing Date and carry on its relevant portion of Business.  7.3.          Authorization of Governmental Authorities.  Except as disclosed on Schedule 7.3,
no action by (including any authorization, consent or approval), or in respect
of, or filing with, any Governmental Authority in any Material Country is
required for, or in connection with (a) the authorization, execution,
delivery and performance by Genzyme or any of its Affiliates of this Agreement
and each Ancillary Agreement to which it is (or will be) a party or (b) the
consummation of the Contemplated Transactions by Genzyme or any of its
Affiliates.  7.4.          Noncontravention. 
Except as disclosed on Schedule 7.4 or as would not reasonably be
expected to have a material adverse effect on the ability of Genzyme and its
Affiliates to consummate the Contemplated Transactions on a timely basis,
neither the execution, delivery and performance by Genzyme or any of its
Affiliates of this Agreement or any Ancillary Agreement to which Genzyme or any
of its Affiliates is (or will be) a party nor the consummation of the
Contemplated Transactions will:  (a)        assuming the taking of any action by (including any
authorization, consent or approval) or in respect of, or any filing with, any
Governmental Authority, in each case, as disclosed on Schedule 7.3,
violate any provision of any Legal Requirement applicable to Genzyme or any of
its Affiliates in any Material Country;  (b)        result in a breach or violation of, or default under, any
Contractual Obligation of Genzyme or any of its Affiliates;  (c)        require any action by (including any authorization, consent
or approval) or in respect of (including notice to), any Person under any
Contractual Obligation; or  (d)        result in a breach or violation of, or default under, the
Organizational Documents of Genzyme or any of its Affiliates.  7.5.          No Brokers. 
Neither Genzyme nor any of its Affiliates has any Liability of any kind
to, and is not subject to any claim of, any broker, finder or agent with
respect to the Contemplated Transactions other than those which will be borne
by Genzyme or any of its Affiliates.  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  68


8.          COVENANTS.  8.1.          Closing. 
Bayer will, and will cause its Affiliates to, and Genzyme will, each use
commercially reasonable efforts to cause all of the conditions to the
consummation of the Contemplated Transactions to be satisfied as soon as
practicable.  8.2.          Operation of Bayer Business.  8.2.1             Conduct of Bayer Business.  From the Execution Date until the Closing
Date, Bayer will, and will cause its Affiliates to:  (a)   conduct the Bayer Business only in the Ordinary Course of
Business;  (b)   use its commercially reasonable efforts to (i) preserve its
material contractual and non-contractual business relationships with third
parties (including licensors, suppliers, distributors and customers), including
the maintenance and renewal of any contractual business relationships with
hospitals that purchase Leukine or Fludara, and (ii) to maintain in full
force and effect all Permits used in the Bayer Business;  (c)   as it relates to the Bayer Business, inform Genzyme promptly (i) after
receipt of any material non-written or any written communication between Bayer
and its Affiliates, on the one hand, and the FDA or any similar foreign
Governmental Authority, on the other hand, or inspections of any manufacturing
facility or clinical trial site and where reasonably practicable before giving
any written submission to the FDA or any similar foreign Governmental
Authority, and (ii) where possible prior to making any material change to
a study protocol, adding new trials, making any material change to a
manufacturing plan or process, making a material change to a development
timeline or initiating, or making a material change to, promotional or
marketing materials or activities;  (d)   (i) not terminate any Business Employee other than
termination for cause orfor poor performance, (ii) not
encourage or incent any Business Employee to leave the employ of Bayer or any
of its Affiliates or to transfer to a position such that the individual would
no longer be a Business Employee, (iii) not hire any new Business Employee
except to replace a former Business Employee who has voluntarily left the
employ of Bayer or any of its Affiliates or was terminated for cause or poor
performance, (iv) not transfer an employee to the Bayer Business such that
such transferred employee becomes a Business Employee, unless to replace a
former Business Employee who has voluntarily left the employ of Bayer or any of
its Affiliates or was terminated for cause or poor performance and (v) not
transfer a Business Employee to another position such that such transferred
employee is no longer a Business Employee;  (e)   maintain the level of shipments of each Licensed Product shipped
to customers at levels appropriate given prevailing business conditions and
Ordinary Course of Business and not release a level of products into the market
that would  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  69


reflect anything other than
customer-generated demand in the Ordinary Course of Business;  (f)    consult with Genzyme prior to taking any action or entering into
any transaction that could reasonably be expected to be of material strategic
importance to the Business; and  (g)   file all clinical trial information and updates and other similar
filings required under the Food and Drug Administration Amendments Act of 2007,
as amended, and any other national clinical trial registry, on a timely basis,
to the extent such filings relate to the Bayer Business.  For the avoidance of doubt,
Bayer shall be relieved of any obligations to comply with any pre-Closing
covenants in this Agreement to the extent any such failure to comply is due to
Bayers compliance with the restrictions applicable to Business Employees set
forth in Section 8.2.1(d) above.  8.2.2             Genzymes Consent.  Without limiting the generality of
Section 8.2.1, without the written consent of Genzyme, which consent shall
not be unreasonably withheld, between the Execution Date and the Closing Date,
Bayer will not, and will cause its Affiliates not to, (except as expressly
required by this Agreement) take or omit to take any action which, if taken or
omitted to be taken between September 30, 2008 and the Execution Date,
would have been required to be disclosed on Schedule 6.7.1.  8.2.3             Control of Bayer Business.  Nothing contained in this Agreement shall
give Genzyme, directly or indirectly, the right to control or direct Bayers
operations prior to the Closing, to the extent such right would violate
applicable Legal Requirements.  Prior to
the Closing, Bayer shall exercise, consistent with the terms and conditions of
this Agreement, complete control and supervision over its operations.  8.3.          Notices and Consents.  8.3.1             Bayer. 
Bayer will, and will cause its Affiliates to, give all notices to, make
all filings with and use its commercially reasonable efforts to obtain all
authorizations, consents or approvals from, any Governmental Authority or other
Person that are set forth on Schedule 6.3 and Schedule 6.4 or as
otherwise reasonably requested by Genzyme.  8.3.2             Genzyme. 
Genzyme will give all notices to, make all filings with and use its
commercially reasonable efforts to obtain all authorizations, consents or
approvals from, any Governmental Authority or other Person that are set forth
on Schedule 7.3 and Schedule 7.4 or as otherwise reasonably
requested by Bayer.  8.3.3             HSR Act. 
In addition to and without limiting the foregoing, Bayer and Genzyme
will (a) take promptly all actions necessary to prepare any filings, or
cause their ultimate parent entities as that term is defined in the HSR Act
or relevant regulations to  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  70


promptly prepare any filings
required of any of them under the HSR Act or other
antitrust or competiton Legal Requirements or as required by the SOT Order;
(b) make such filings at the time directed by Genzyme (with reasonable
advance notice to Bayer); (c) use commercially reasonable efforts to
comply at the earliest practicable date with any request for additional
information received by any of them from the FTC or the Antitrust Division of
the Department of Justice or any other Governmental Authority with authority
regarding antitrust or competition matters; and (d) reasonably cooperate with
each other in connection with the preparation and making of any such filings
and the clearance of the Contemplated Transactions under antitrust or
competition Legal Requirements. 
Notwithstanding the foregoing, nothing in this Agreement shall require Genzyme
or Bayer or any of their respective Subsidiaries or Affiliates to sell, hold
separate, license or otherwise dispose of any assets or conduct their business
in a specified manner, or agree or proffer to sell, hold separate, license or
otherwise dispose of any assets or conduct their business in a specified
manner, or permit or agree to the sale, holding separate, licensing or other
disposition of, any assets of Genzyme or Bayer or any of their respective
Subsidiaries or Affiliates, whether as a condition to obtaining any approval
from, or to avoid potential litigation or administrative action by, a
Governmental Authority or any other Person or for any other reason.  Each party agrees to notify the other party
promptly of any material communication from a Governmental Authority regarding
the Contemplated Transactions.  Without
limiting the generality of the foregoing, each party shall provide to the other
party (or its Representatives) upon request copies of all correspondence and
written productions between such party and any Governmental Authority relating
to the Contemplated Transactions.  The
parties may, as they deem advisable, designate any competitively sensitive
materials provided to the other party under this Section 8.3.3 as outside
counsel only.  Such materials and the
information contained therein shall be given only to outside counsel of the
recipient and will not be disclosed by such outside counsel to employees,
officers, or directors of the recipient without the advance consent of the party
providing such materials.  Subject to
Legal Requirements, the parties will consult and cooperate with each other in
connection with any analyses, appearances, presentations, memoranda, briefs,
arguments, and proposals made or submitted to any Governmental Authority
regarding the Contemplated Transactions by or on behalf of any party.  8.3.4             Modifications in Response to Requirements from
Governmental Authorities. 
Notwithstanding anything else in this Agreement, if (a) a
Governmental Authority with authority to administer or make determinations
under antitrust or competition Legal Requirements requires as a condition to
clearance of the Contemplated Transactions under applicable Legal Requirements
that this Agreement and/or an Ancillary Agreement be amended (a Regulatory
Clearance Amendment) only to (i) reduce the rights licensed or assets
transferred to Genzyme hereunder or under an Ancillary Agreement, (ii) increase
the payments to Bayer hereunder or under an Ancillary Agreement and/or (iii) increase
the obligations of Genzyme hereunder or under an Ancillary Agreement and does
not (A) increase the obligations of Bayer hereunder or under an Ancillary
Agreement or (B) result in what Bayer determines, in its sole discretion
exercised in good faith, is an unacceptable risk of non-compliance by Bayer  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  71


with applicable Drug Laws
and (b) Genzyme requests Bayer to amend this Agreement to implement a
Regulatory Clearance Amendment, Bayer agrees to enter into good faith
negotiations with Genzyme and amend this Agreement to reflect the Regulatory
Clearance Amendment.  8.4.          Genzymes Access to Premises; Information.  8.4.1             Access. 
Subject to applicable Legal Requirements, from the Execution Date until
the Closing Date, Bayer will, and will cause its Affiliates to, permit Genzyme
and its Representatives to have access (at reasonable times and upon reasonable
notice) to those employees involved in the operation of the Bayer Business and
consultants who conduct or have conducted the Bayer Business, all principal
suppliers and customers of the Bayer Business, and to all premises, properties,
books, records (excluding income Tax records), purchase order records,
information and estimates regarding the amounts of each Licensed Product held
by wholesalers, distributors and other resellers, contracts, financial and
operating data and information and documents pertaining to the Bayer Business
and print and make copies of such books, records, contracts, data, information
and documents as Genzyme or its Representatives may reasonably request, so long
as each such recipient is under an obligation to keep such information
confidential.  For the avoidance of
doubt, neither Bayer nor its Affiliates will be required to create records nor
to compile data that it has not otherwise created or compiled.  8.4.2             Financial Information.  From the Execution Date until the Closing
Date, Bayer will, and will cause its Affiliates to, cooperate and provide
reasonable assistance to Genzyme in the preparation of financial statements
necessary for Genzyme to comply with Legal Requirements related to securities.  8.5.          Notice of Developments.  From the Execution Date until the Closing
Date, Bayer will give Genzyme prompt written notice upon Bayer or any of its
Affiliates becoming aware of any material development affecting the Acquired
Assets, Assumed Liabilities or Bayer Business, or any event or circumstance
that has resulted or would reasonably be expected to result in a breach of, or
material inaccuracy in, any of Bayers representations and warranties; provided,
however, that no such disclosure will be deemed to prevent or cure any
such breach of, or inaccuracy in, amend or supplement any Schedule to, or
otherwise disclose any exception to, any of the representations and warranties
set forth in this Agreement.  8.6.          Exclusivity. 
From the Execution Date until the Closing, Bayer will not, and will
cause its Affiliates and Representatives not to, directly or indirectly:
(a) solicit, initiate, or encourage the submission of any proposal or
offer from any Person relating to, or enter into or consummate any transaction
relating to, the acquisition of all or a material portion of the Bayer Business
or any of the Licensed Products (to the extent it is not Shared Licensed IP) or
any similar transaction or alternative to the Contemplated Transactions or (b) participate
in any discussions or negotiations regarding, furnish any information with
respect to, assist or participate in, or facilitate in any other manner any
effort or attempt by any Person to do or seek any of the foregoing.  Bayer will notify Genzyme promptly if any
Person makes any  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  72


proposal, offer, inquiry or contact with
respect to any of the foregoing (whether solicited or unsolicited).  For clarity purposes, the restrictions in
this Section 8.6 do not apply to any of Bayers activities with respect to
the Shared Licensed IP, which do not breach the licenses granted in Section 2.1.1(b).  8.7.          Transaction Expenses.  Except as otherwise provided in Section 3.3,
with respect to the costs and expenses (including legal, accounting,
consulting, advisory and brokerage) incurred in connection with the
Contemplated Transactions (such costs and expenses, the Transaction
Expenses), each party will bear its own Transaction Expenses.  8.8.          Confidentiality.  8.8.1             Existing CDA. 
The parties hereby agree that the Confidential Disclosure Agreement
shall remain in full force and effect until the earlier of the Closing Date or
the date this Agreement is terminated pursuant to Section 12.1 (the Confidentiality
Date).  In the event the
Confidentiality Date occurs before April 14, 2009, the parties hereby
agree that the Confidential Disclosure Agreement will terminate upon the
consummation of the Closing.  In the
event that the Confidentiality Date occurs after April 14, 2009, the
parties hereby agree that the one (1) year term referenced in
Section 5 of the Confidential Disclosure Agreement shall be extended until
the Closing Date.  8.8.2             Confidentiality of Bayer and its Affiliates.  From and after the Closing Date, information
contained within the Business-Specific Licensed IP or the Acquired Assets and
Assumed Liabilities, will be Genzymes Confidential Information and subject to
the non-disclosure and non-use restrictions set forth in Section 8.8.3
below and in the Confidential Disclosure Agreement.  8.8.3             Non-Disclosure and Non-Use.  (a)   Confidential Information. 
Genzyme and Bayer agree that the terms and conditions of this Agreement
and the Ancillary Agreements, any activities conducted in connection with or
pursuant to this Agreement or the Ancillary Agreements, and information
disclosed by either party in accordance with this Agreement or the Ancillary
Agreements or in the course of performance under the Ancillary Agreements,
including the performance and receipt of services under the Transition Services
Agreement (Confidential Information) will be used and disclosed by the
receiving party only to perform its obligations and exercise its rights under
this Agreement and the Ancillary Agreements and/or to conduct the
Business.  Information relating to the Acquired
Assets, Licensed Products (to the extent it is not Shared Licensed IP) and
Business-Specific Licensed IP will be considered the Confidential Information
of Genzyme.  Information relating to the
Shared Licensed IP will be considered the Confidential Information of Bayer and
its Affiliates.  The terms and conditions
of this Agreement will be considered the Confidential Information of the
parties to the Agreement, as if all parties were receiving parties.  Notwithstanding the foregoing, Confidential
Information will  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  73


not include:  (i)         information (other than information relating to the Acquired
Assets, Licensed Products (to the extent it is not Shared Licensed IP) and
Business-Specific Licensed IP) that the receiving party can establish was
already known by the receiving party (other than under an obligation of
confidentiality) at the time of disclosure by the disclosing party;  (ii)        information that the receiving party can establish was
generally available to the public or otherwise part of the public domain at the
time of its disclosure to the receiving party; or  (iii)       information that the receiving party can establish became
generally available to the public or otherwise part of the public domain after
its disclosure or development, as the case may be, other than through any act
or omission of the receiving party or any of its Affiliates.  (b)   Authorized Disclosure and Use.  Notwithstanding the foregoing provisions of
Subsection (a), each party may disclose Confidential Information belonging
to the other party to the extent such disclosure is reasonably necessary to:  (i)         prosecute or defend an Action;  (ii)        comply with applicable Legal Requirements and stock exchange rules (including
the rules and regulations of the Securities and Exchange Commission); or  (iii)       make filings and submissions to, or correspond or communicate
with, any Governmental Authority.  In
the event a party deems it reasonably necessary to disclose Confidential
Information belonging to the other party pursuant to clauses (i), (ii) or (iii) of
this Section 8.8.3, the disclosing party will (unless prohibited by
applicable Legal Requirements) give reasonable advance notice of such
disclosure to the other party, consult with the other party with regard to the
disclosure of Confidential Information and take all reasonable measures to
ensure confidential treatment of such information.  Each party will promptly notify the other
party upon becoming aware of any misappropriation or unauthorized disclosure or
use of the other partys Confidential Information.  8.8.4             Enforcement of Confidentiality Agreements.  If Genzyme has a reasonable good faith belief
that Bayer or any of its Affiliates may have a written confidentiality
agreement with respect to the Bayer Business or a written non-competition
agreement that would protect the Bayer Business, in each case other than a
Transferred Contract (each, an Unassigned Confidentiality Agreement),
and that a third party may have breached such agreement, then Genzyme may
notify Bayer in writing, specifying the  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  74


basis of such reasonable good
faith belief (with respect to both Bayer or its Affiliates confidentiality
agreement and with respect to the third partys breach).  If Bayer does not believe that the basis
provided by Genzyme is sufficient, it shall request additional information from
Genzyme.  If the parties do not agree on
the sufficiency, Genzyme can seek dispute resolution.  If Bayer accepts Genzymes basis as
sufficient or if after dispute resolution it is determined that Genzymes basis
is sufficient, Bayer will, and will cause its Affiliates (a) to use
commercially reasonable efforts to determine if such an Unassigned
Confidentiality Agreement exists; (b) to the extent Bayer is aware that
such Unassigned Confidentiality Agreement exists and to the extent permitted by
such Unassigned Confidentiality Agreement, Bayer will, and will cause its
Affiliates to, confirm for Genzyme that the Unassigned Confidentiality
Agreement specified by Genzyme contains such confidentiality and/or
non-competition covenants; (c) provide Genzyme with a copy of the
Unassigned Confidentiality Agreement (which may be redacted in good faith by
Bayer with regard to non-Business-related information), and (d) use
commercially reasonable efforts to provide Genzyme with assistance as
reasonably requested by Genzyme in order to enjoin, restrain or obtain specific
performance against, or for Genzyme to recover damages from, such counterparty
or counterparties for any breach, suspected breach or anticipatory breach of
such confidentiality or non-compete requirement.  In lieu of providing assistance as reasonably
requested by Genzyme as described in the preceding sentence, Bayer may instead
elect to seek specific performance against or recover damages (which, if
received, would be paid over to Genzyme net of Bayers reasonable out-of-pocket
enforcement expenses) from such counterparty or counterparties.  If Bayer elects for Genzyme to seek to
enforce any such agreement, it will, or will cause its Affiliates to, assign to
Genzyme, to the extent they can be assigned, such rights thereunder that are
necessary for Genzyme to seek such enforcement. 
Notwithstanding the foregoing, nothing in this Section 8.8.4 shall
require [**].  8.9.          Publicity. 
The parties have agreed to the press releases attached as Exhibit 8.9.  Afterthe date hereof, the parties hereto may make public disclosures
regarding the transactions contemplated by this Agreement provided such
disclosure is consistent withExhibit 8.9,as such Exhibit may be amended from time to time
by the mutual written consent of Genzyme and Bayer, or other information
previously publicly disclosed in compliance herewith.  The provisions of this
Section 8.9 will not prohibit (a) any disclosure required by any
applicable Legal Requirements, GAAP or the rules of The Nasdaq Global Market
(in which case the disclosing party will provide the other parties with the
opportunity to review in advance the disclosure) or (b) any disclosure
made in connection with the enforcement of any right or remedy relating to this
Agreement or the Contemplated Transactions.  8.10.[**]and Non-Solicitation.  8.10.1           From and after the Closing Date [**]
will not, and will cause its Affiliates not to, [**] (including through any
[**], either directly or indirectly without the prior written consent of [**]
any (a) [**] following the Closing Date, (b) [**] following
the Closing Date, or (c) except as expressly permitted in Article 10
of the [**] following  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  75


first commercial sale of
[**] after regulatory approval thereof by the FDA or the EMEA.  [**] hereby represents and warrants that as
of the Execution Date and the Closing Date neither [**] nor any of its
Affiliates has made a [**] with respect to [**].  If [**] acquires a Person which is in the
business of [**] following the consummation of any such acquisition; provided,
however, if such business is acquired [**] and its Affiliates shall be
required to [**] for its most recently completed fiscal year.  8.10.2           If the Closing does not occur, for a
period of [**] from the Execution Date, Genzyme will not, and will cause its
Affiliates not to, solicit, recruit, offer employment to, employ, engage as a
consultant, lure or entice away, or in any other manner persuade or attempt to
persuade, any Business Employee or other employee of Bayer or an Affiliate with
whom Genzyme has had contact in connection with the Contemplated Transactions
hereby to leave the employ of Bayer or any of its Affiliates, provided, however,
that this Section 8.10.2 does not preclude Genzyme or any of its
Affiliates from employing any such employee who (a) seeks employment with
Genzyme in response to a general advertisement or other similar method not
specifically directed towards employees of Bayer or its Affiliates, (b) responds
to a solicitation by an independent recruiting firm, (c) has first
contacted Genzyme on his or her own initiative or (d) was terminated by
Bayer or an Affiliate prior to commencement of subsequent employment
discussions between Genzyme and such employee.  8.10.3           Each party acknowledges that the
other party could be irreparably harmed by any breach of this Section 8.10
and agrees, on its own behalf and on behalf of its Affiliates, that the
limitations set forth in Sections 8.8 (Confidentiality), 8.10.1 ([**]) and
8.10.2 (Non-Solicitation) are reasonable and properly required for the adequate
protection of Genzyme and Bayer.  Each
party further acknowledge and agrees, on its own behalf and on behalf of its
Affiliates, that the remedy at law for any breach or threatened breach by them
of the agreements contained in Sections 8.8, 8.10.1 or 8.10.2 will be
inadequate and agrees that the other party, in the event of such breach or
threatened breach, in addition to all other remedies available for such breach
or threatened breach (including a recovery of damages), may seek a preliminary
or permanent injunctive relief without being required to prove as an element of
its case the lack of an adequate remedy of law or to post a bond or other
undertaking.  This Section 8.10.3
constitutes an independent and severable covenant and if any or all of the
provisions of this Section 8.10.3 are held to be unenforceable for any
reason whatsoever, it will not in any way invalidate or affect the remainder of
this Agreement which will remain in full force and effect.  The parties intend for the covenants of
Sections 8.8, 8.10.1 and 8.10.2 to be enforceable to the maximum extent
permitted by Legal Requirements.  In the
event that the covenants contained in Section 8.10.1 and 8.10.2, are more
restrictive than permitted by applicable Legal Requirements, the parties agree that
the covenants contained in Section 8.10.1 and 8.10.2 shall be enforceable
and enforced to the extent permitted by applicable Legal Requirements.  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  76


8.11.        Employment.  8.11.1           Genzyme Employment Offers.  (a)   As soon as practicable after the Execution Date and from time to
time thereafter, Bayer will, and will cause its Affiliates to, make reasonable
arrangements for Genzyme to contact the Business Employees for the purpose of
determining whether Genzyme will offer employment to any such Business
Employees following and contingent upon the Closing.  Genzyme, in its sole discretion, will or will
cause its Affiliates to, as soon as reasonably practicable after the Execution
Date and prior to the anticipated Closing Date, offer employment to (i) any
or all Business Employees and (ii) any additional employees of the Bayer
Business to the extent mutually agreed by the parties, which offers will be on terms and conditions consistent with Genzymes
human resources (including compensation and benefits) practices and policies (provided, however,
that any employment offers will be contingent upon and may not take effect
until the Closing).  Business Employees
and other employees of the Bayer Business who are offered employment by Genzyme
or its Affiliates are referred to herein as Offer Employees.  (b)   All offers to hire by Genzyme or its Affiliates are subject to the
Offer Employees completion and submission to Genzyme or its Affiliates, as may
be applicable, of (A) Genzymes or its Affiliates agreement relating to
confidentiality, nonsolicitation, noncompetition and Intellectual Property; (B) Genzymes
or its Affiliates employment application; (C) Form I-9 or similar
document for any non-U.S. employee; and (D) any other documents required
to be submitted by other similarly situated employees of Genzyme or its
Affiliates as a pre-condition to employment with Genzyme or its
Affiliates.  Offer Employees who accept
an offer of employment by Genzyme or an Affiliate of Genzyme will become
employees of Genzyme or its Affiliates (Hired Employees), if at all,
on or as of: (x) the date immediately following the Closing Date, if such
Offer Employees are then actively at work; (y) the date immediately
following the Closing Date, if such Offer Employees are then absent from work
due to vacation or jury duty and return to active employment immediately
following the end of the vacation or the completion of jury duty, as the case
may be; or (z) the date such Offer Employees return to active employment,
in the case of Offer Employees who, on the Closing Date, are absent from work
due to short-term disability, maternity leave, military leave or other
authorized leave of absence with a right to return to their jobs, and who
return to active employment within the time required under the original terms
and conditions applicable to such absence, and within [**] days after the
Closing, subject to any applicable Legal Requirement.  At their expense, Bayer will, and will cause
its Affiliates to, continue to provide the applicable leave and related leave
benefits to any Offer Employee on a type of leave described in the immediately
preceding clause (z) in accordance with the original terms and conditions
applicable to such leave and any applicable Legal Requirement.  
 [**] = Portions of this exhibit have been omitted
pursuant to a confidential treatment request. An unredacted version of this
exhibit has been filed separately with the Commission.  77


(c)   Notwithstanding anything to the contrary contained herein, if the
employment of a Non-U.S. Business Employee or any other employee of Bayer or
its Affiliates transfers to Genzyme or any of its Affiliates by operation of
applicable non-U.S. Legal Requirements as a result of the Contemplated
Transactions and Genzyme retains such individual as an employee (such that
he/she is not or does not become a Non-Retained Employee, as defined below),
then such individual will be deemed to be an Offer Employee and a Hired
Employee and Genzyme will comply or cause its Affiliates to comply in all
material respects with the provisions of applicable non-Legal Requirements with
respect to such transfer of employment status. 
With respect to any such transfer of employment, Bayer will, and will
cause its Affiliates to, comply in all material respects with all requirements
imposed on it or them by applicable non-U.S. Legal Requirements.  Any Non-U.S. Business Employees whose
employment transfers to Genzyme or any of its Affiliates by operation of applicable
non-U.S. Legal Requirements as a result of the Contemplated Transactions and
whose employment is terminated by Genzyme or its Affiliates as of the Closing
Date or within [**] days thereafter shall not be Offer Employees or Hired
Employees and are referred to herein as Non-Retained Employees;
provided, however, that in order to be treated as a Non-Retained Employee,
Genzyme or its Affiliates must, within [**] Business Days prior to the Closing
Date, notify Bayer or its Affiliates in writing of all Business Employees who
are or will become Non-Retained Employees.  (d)   Bayer agrees to, and will cause its Affiliates to, (a) not
impede or interfere in Genzymes recruitment efforts with respect to the Offer
Employees, including without limitation, to lure or entice or in any other
manner persuade or attempt to persuade any Offer Employees to not accept
employment with Genzyme or any of its Affiliates; and (b) on the Closing
Date, terminate the employment of the Offer Employees who have accepted
employment with Genzyme (except for those Offer Employees on a leave as
described in clause (z) of Section 8.11.1(b), whose employment shall
be terminated by Bayer or its Affiliates immediately prior to the date, if any,
upon which each such Offer Employee becomes a Hired Employee).  Without Genzymes written consent, Bayer will
not, and will cause its Affiliates not to, solicit, recruit, offer employment
to, employ, or engage as a consultant any Offer Employee described in the
preceding sentence, or lure or entice or in any other manner persuade or attempt
to persuade any Offer Employee described in the preceding sentence to not
accept employment with or leave the employ of Genzyme or any of its Affiliates,
as applicable, for a period of [**] after the Closing Date.  For the avoidance of doubt, neither Bayer nor
its Affiliates will be required to terminate the employment of any Non-U.S.
Business Employee who transfers to Genzyme or any of its Affiliates by
operation of applicable non-US Legal Requirement.  8.11.2           Payments.  (a)   Subject to Section 8.11.2(b), Bayer and its Affiliates will
be solely  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  78


responsible for and agree to
compensate each Business Employee for [**], including (i) any payments due
to such Business Employees for any [**]; (ii) [**]], including payments,
if any, to any Business Employee relating to [**], as well any payments, [**]
of Bayer or any of its Affiliates; and (iii) amounts for any [**] as of
the Closing Date. Bayer will also pay, and will cause its Affiliates to pay, (x) [**],
and (y) [**], based on each Hired Employees [**], in each case when and
if any [**].  (b)   If Genzyme and its Affiliates collectively do not make an
Employment Offer, (i) Genzyme shall pay to Bayer [**] made by Bayer or its
Affiliates, consistent with the severance policy or practice and employee
agreements of Bayer and its Affiliates (in each case as set forth on Schedule
6.17.5 or any applicable Legal Requirement, to those Business Employees
included on Schedule 6.17.1 (as updated [**] Business Days prior to the
Closing Date) who (x) are not Hired Employees, (y) do not transfer to
Genzyme or its Affiliates by operation of applicable non-U.S. Legal
Requirement, and (z) are terminated by Bayer and its Affiliates as of or
within [**] days after the Closing Date (collectively, the Severed
Employees); provided, however, that Genzymes reimbursement
obligation will not exceed [**], and (ii) Bayer shall pay to Genzyme [**]
made by Genzyme or its Affiliates to Non-Retained Employees for any periods in
excess of [**] months following the Closing Date up to any limits under
applicable Legal Requirements.  If
Genzyme and its Affiliates collectively make an Employment Offer, Bayer shall
be solely responsible for any [**] to any Severed Employees and shall pay
Genzyme for any [**] paid by Genzyme or its Affiliates to any Non-Retained
Employees up to any limits under applicable Legal Requirements.  Bayer agrees to notify Genzyme of each
Severed Employee whose employment is terminated by Bayer or its Affiliates
during the [**] day period after the Closing Date, within two (2) Business
Days after such employees termination. 
For the purpose of this subparagraph (b) and Section 8.11.1(c),
a Non-U.S. Business Employee will be deemed to be terminated within [**] days
after the Closing if a party provides notice of termination within such
[**]-day period but, because of applicable non-U.S. Legal Requirements, is
unable to complete the employment termination process until a date that is
after the end of such [**]-day period. 
Notwithstanding the foregoing, each of Bayer and Genzyme shall share
equally [**] made to any Non-Retained Employees with a principal place of
employment in Italy listed on Schedule 6.17.1 as updated [**] Business Days
prior to the Closing Date.  (c)   At the Closing, Genzyme and Bayer will prepare an estimate of any
Severance Payment payable by Genzyme and any payments owed by Bayer to Genzyme
pursuant to this Section 8.11.  The
net amount of such estimates will be promptly paid by the party owing the
same.  After [**] months after the
Closing Date, Genzyme and Bayer will review actual payments made by the parties
to Business Employees and adjust the amounts payable by either party pursuant
to this Section 8.11.  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  79


8.11.3           Bayer Welfare Plans.  Immediately following the Closing Date, each
Hired Employee (and, to the extent applicable, their dependents and
beneficiaries) shall cease to be covered by Bayer and its Affiliates employee
welfare benefit plans (except to the extent the Hired Employee or any covered
dependent elects continuation coverage under COBRA), including plans, programs,
policies, and arrangements which provide medical, dental hospitalization or
drug coverage, life and accident insurance, workers compensation coverage, and
health care reimbursement and disability coverage, whether or not insured
(collectively, the Bayer Welfare Plans), in accordance with the
applicable Bayer Welfare Plans.  Bayer
shall retain responsibility for all welfare benefit claims incurred by Hired
Employees on or prior to the Closing Date. 
For purposes of this subsection, a claim is deemed incurred for medical,
dental, hospital and drug benefits and reimbursement benefits, when the services
or products generating such expenses are performed or provided to the Hired
Employee or a covered dependent; for life and accident insurance, when the
death, injury, or dismemberment of the Hired Employee or other covered
dependent occurred; for disability insurance, upon the occurrence of the
accident, injury, illness, or disabling effect.  8.11.4           Benefits for Hired Employees.
Immediately following the Closing Date, Hired Employees (and, to the extent
applicable, their dependents and beneficiaries) shall be eligible to
participate in Genzyme Employee Plans (as hereinafter defined) in accordance
with the terms of such plans, and in fringe and other employee benefitsthat are consistent with those offered to similarly situated employees
of Genzyme or its Affiliates, as the case may be.Any
modifications or terminations of any Genzyme Employee Plans and other such
benefits that may be made by Genzyme and its Affiliates after the Closing Date
will be applied to all similarly situated employees of Genzyme or its
Affiliates, including Hired Employeesand, to the extent
applicable, their dependents and beneficiaries,as the case may be.  8.11.5Genzymes Employee Plans. 
Immediately following the Closing Date, Genzyme shall cause the Hired
Employees to receive full credit for prior service with Bayer and/or its
Affiliates to the extent such service was credited under the Bayer Employee
Plans as of the Closing Date, for purposes of eligibility and vesting under any
comparable Genzyme Employee Plans (as hereinafter defined), and for the purpose
of determining benefit levels under any comparable Genzyme Employee Plan or
policy relating to vacation, sick time and any other paid-time-off program or
severance, except where such credit would result in a duplication of benefits.
In addition, Genzyme and its Affiliates shall recognize for purposes of annual
deductible and out-of-pocket limits payable during the plan year in which the
Closing Date occurs under the Genzyme Employee Plans, all deductible and
out-of-pocket expenses paid by such Hired Employee through the Closing Date
through medical and dental plans of Bayer or its Affiliates in the plan year in
which the Closing Date occurs. Any pre-existing condition exclusions, evidence
of insurability provisions, waiting period requirements, or other similar provisions
under the Genzyme Employee Plans providing supplemental life insurance or long
term disability insurance coverage or benefits shall apply to Hired Employees
based in the United States and their covered beneficiaries and dependents to
the extent that such  
 [**] = Portions of this exhibit have been omitted pursuant to a
confidential treatment request. An unredacted version of this exhibit has been
filed separately with the Commission.  80


conditions or requirements apply to any newly hired
U.S. employees of Genzyme or its Affiliates.  All other Genzyme Employee
Plans in which Hired Employees based in the United States are eligible to
participate do not impose any limitations relating to pre-existing conditions
for such Hired Employees and their covered beneficiaries and dependents. 
Where required by any applicable non-U.S. Legal Requirement, or where
reasonably feasible and permitted by the applicable Genzyme Employee Plan,
Genzyme shall waive, and shall cause its Affiliates to waive, any limitations
on benefits relating to pre-existing conditions for Hired Employees based
outside of the United States and their covered beneficiaries and dependents to
the same extent such limitations have been waived or satisfied under any Bayer
Employee Plan as of the Closing Date.  For purposes of this Agreement, the
term Genzyme Employee Plan means, to the extent applicable, any employee
pension benefit plan (as defined in Section 3(2) of ERISA), any employee
welfare benefit plan (as defined in Section 3(1) of ERISA), and any
other plan, agreement or arrangement providing insurance coverage, severance
benefits, disability benefits or vacation pay for the benefit of, or relating
to, any Hired Employee.If, within [**] months following the Closing Date,
Genzyme or any of its Affiliates causes the involuntary termination (other than
termination for cause, as defined in the applicable agreement, policy or plan
of Genzyme or any of its Affiliates, or in good faith by Genzyme or any of its
Affiliates) of a Hired Employees employment, then the terminated Hired
Employee will be entitled to receive cash severance payments that are no less
favorable than those described on Schedule 8.11.5.  8.11.6           Genzyme Defined Contribution Plan.
Genzyme currently maintains a qualified defined contribution plan (the Genzyme DC Plan)
that contains provisions necessary for the acceptance of direct rollovers of
non-Roth amounts from Hired Employees based in the United States.  The Genzyme DC Plan will accept rollovers (in
the form of cash and notes relating to plan participant loans) of eligible
rollover distributions, as defined in the Code and applicable regulations,
that any Hired Employee is eligible to receive from any qualified defined
contribution plan that is a Bayer Employee Plan to the extent permitted under
the provisions of the Genzyme DC Plan. 
The parties will (and will cause their respective applicable Affiliates
to) cooperate with each other to enable such direct rollovers to occur before
any Hired Employee participant loans under the qualified defined contribution
Bayer Employee Plan become defaulted. 
Bayer acknowledges that the Genzyme DC Plan accepts rollovers only of
non-Roth contributions.  Genzyme will
accept rollovers into the Genzyme DC Plan of up to a maximum of three (3) plan
loans (based on one plan loan having been initiated per calendar year) per
Hired Employee participant from a qualified defined contribution Bayer Employee
Plan; provided, however, that Hired Employee participants shall not be
permitted to initiate a new loan under the Genzyme DC Plan until all
outstanding loans are paid in full.  Genzyme shall not, and nothing in
this Agreement shall be construed to, require Genzyme to amend the terms of the
Genzyme DC Plan or alter the Genzyme DC Plans administration to accept Roth
rollover contributions from a qualified defined contribution Bayer Employee
Plan.  8.11.7           WARN Act.  Bayer and its Affiliates shall be responsible
for providing or  
 [**] = Portions of this exhibit have been omitted pursuant to a
confidential treatment request. An unredacted version of this exhibit has been
filed separately with the Commission.  81


discharging any and all
notifications, benefits, and liabilities to Business Employees and Governmental
Authorities under the Federal Workers Adjustment and Retraining Notification
Act (WARN Act) or by any other Legal Requirement relating to plant
closings, mass layoffs, or employee separations or severance pay that are first
required to be provided or discharged on or prior to the Closing Date, and
Genzyme and its Affiliates shall be responsible for providing any notice
required pursuant to the WARN Act with respect to a plant closing, layoff, or
employee separation or severance pay relating to the Hired Employees after the
Closing Date.  Bayer and its Affiliates
shall retain responsibility for any continuation coverage obligations under
COBRA or any other applicable Legal Requirements that are triggered on or prior
to the Closing Date with respect to all Business Employees and their covered
dependents.  Genzyme and its Affiliates
shall be responsible for any continuation coverage obligations under COBRA or
any other applicable Legal Requirements that are triggered after the Closing
Date with respect to the Hired Employees and their covered dependents.  8.11.8           No Third Party Beneficiaries.  No provision of this Section 8.11 will
create any third party beneficiary rights in any Business Employee, Offer
Employee, Hired Employee or Scheduled Employee or other Person (including any
heir, beneficiary, executor, administrator or representative of, or any Person
claiming through, any of the foregoing).  8.11.9           Consultations and Assistance.  Each of Bayer and Genzyme shall use
commercially reasonable efforts to timely conduct, and shall cause their
respective Affiliates to use commercially reasonable efforts to timely conduct,
all consultations with Unions representing Non-U.S. Business Employees and
consultations with individual Non-U.S. Business Employees, in each case, to the
extent required by applicable non-U.S. Legal Requirements to consummate the
Contemplated Transactions.  In addition,
Bayer shall use commercially reasonable efforts to promptly provide, and shall
cause its Affiliates to use commercially reasonable efforts to promptly
provide, any assistance and information reasonably requested by Genzyme or its
Affiliates to enable Genzyme and its Affiliates to conduct any such consultations
and to otherwise comply with any applicable non-U.S. Legal Requirements with
respect to employment matters in connection with the Contemplated Transactions.  8.12.        Transfer of Certain Funds Received Post-Closing.  With respect to any and all amounts received
or collected by Bayer or any of its Affiliates from and after the Closing
attributable to, or in respect of, the Business (other than with respect to a
Retained Asset), Bayer will provide notice of such receipt or collection to
Genzyme (including information included with such payment or otherwise within
Bayers possession with respect to such payment, including invoice and/or
remittance information) and pay monthly to Genzyme any and all such amounts so
received or collected by wire transfer of immediately available funds to an
account specified by Genzyme or by other means acceptable to Genzyme. With
respect to any and all amounts received or collected by Genzyme or any of its
Affiliates from and after the Closing attributable to, or in respect of, any
Retained Asset, Genzyme will provide notice of such receipt or collection to
Bayer (including information included with such  
 [**] = Portions of this exhibit have been omitted pursuant to a
confidential treatment request. An unredacted version of this exhibit has been
filed separately with the Commission.  82


payment or otherwise within Bayers
possession with respect to such payment, including invoice and/or remittance
information) and pay monthly to Bayer any and all such amounts so received or
collected by wire transfer of immediately available funds to an account
specified by Bayer or by other means acceptable to Bayer.  8.13.        Access to Records and Employees and Assistance with
Financial Statements After Closing.  8.13.1              Access.  Except as agreed in Section 14.4, for a
period of [**] years after the Closing Date, the parties will afford one
another and their respective Representatives reasonable access to all of the
books and records related to the Bayer Business to the extent that such access
may reasonably be required by the requesting party or parties in connection
with Tax matters or Actions (excluding litigation between Genzyme or any
Affiliate of Genzyme, on the one hand, and Bayer or any Affiliate of Bayer, on
the other hand) relating to the Bayer Business prior to the Closing Date.  Such access will be afforded upon receipt of
reasonable advance notice and during normal business hours, and the requesting
party will not be responsible for any costs or expenses incurred by them
pursuant to this Section 8.13, except for reasonable out-of-pocket
expenses incurred by the party of whom the request was made.  If Genzyme or Bayer desire to dispose of any
of such books and records prior to the expiration of such [**] year period,
such party will, prior to such disposition, give the other party a reasonable
opportunity, at such partys expense, to segregate and remove such books and
records as such party may select.  8.13.2              2008 Financial Statements.  From and after the Execution Date, Bayer
will, and will cause its Affiliates to, prepare an unaudited income statement
(the 2008 Financial Statements) for the Blue Business for the full
calendar year 2008 in accordance with Regulation S-X and in a manner designed
to reflect International Financial Reporting Standards (IFRS) as soon
as reasonably practicable.  For a period
of three (3) years after the Closing Date, Bayer and its Affiliates will
provide reasonable assistance to Genzyme in the preparation of financial
statements necessary for Genzyme to comply with applicable Legal
Requirements.  Genzyme will reimburse
Bayer for reasonable costs (which will include the cost of any external support
Bayer may utilize to assist or prepare the 2008 Financial Statements) incurred
by Bayer for Bayers activities pursuant to this Section 8.13.2.  Reasonable supporting documentation for this
purpose does not require Bayer to provide detailed time sheets for internal
costs, but does require a reasonable break-down of internal costs such that
Genzyme may generally substantiate the internal costs for which Bayer seeks
reimbursement hereunder.  8.13.3              SEC Financial Statements.  If Genzyme determines in good faith after
consultation with Genzymes independent auditor that based on the information
set forth in the 2008 Financial Statements, Genzyme would be required to file
with the SEC pursuant to Rule 3-05 of Regulation S-X audited annual
financial statements of the Bayer Business (the Audited Financial
Statements) and/or unaudited quarterly financial statements of the Bayer
Business (the Unaudited Financial Statements) for the periods  
 [**] = Portions of this exhibit have been omitted pursuant to a
confidential treatment request. An unredacted version of this exhibit has been
filed separately with the Commission.  83


specified by Rule 3-05 of Regulation S-X
(any Audited Financial Statements together with any Unaudited Financial
Statements, the SEC Financial Statements), Bayer will deliver to
Genzyme as soon as reasonably practicable the SEC Financial Statements.  The SEC Financial Statements will be (a) prepared
in accordance with the books and records of the Bayer Business, (b) prepared
in accordance with Regulation S-X and GAAP, unless IFRS is acceptable for
Genzymes filing of the SEC Financial Statements with the SEC, in which case
the SEC Financial Statements will be prepared in accordance with IFRS and (c) in
the case of the Audited Financial Statements, accompanied by an opinion (the Audit
Opinion) of PricewaterhouseCoopers LLP, Deloitte Touche Tohmatsu LLP,
KPMG, LLP or Ernst & Young LLP (the Independent Auditor),
which opinion complies with Regulation S-X. 
Bayer will use its commercially reasonable efforts to cause the
Independent Auditor to provide to Genzyme the consents requested by Genzyme no
later than [**] Business Days prior to the Closing (the Auditor Consents)
to permit the inclusion of the Audit Opinion with respect to the Audited
Financial Statements in Genzymes reports and registration statements filed
with the SEC for periods required under applicable Legal Requirements. Genzyme
will reimburse Bayer for Bayers reasonable costs (which will include the cost
of any external support Bayer may utilize to assist or prepare the SEC
Financial Statements) incurred by Bayer supported by reasonable documentation
for Bayers activities pursuant to this Section 8.13.3.  Reasonable supporting documentation for this
purpose does not require Bayer to provide detailed time sheets for internal
costs, but does require a reasonable break-down of internal costs such that
Genzyme may generally substantiate the internal costs for which Bayer seeks
reimbursement hereunder.  8.14.        Transfer of Permits.  8.14.1           Promptly after the Execution Date,
the parties will collaborate to determine a timetable and procedure for the
transfer or re-issuance to Genzyme of all Permits used in the Bayer
Business.  The parties shall, and shall
cause their Affiliates to, use commercially reasonable efforts to (a) provide
the required notices to, and/or obtain the authorizations, approvals, consents
or waivers from, Governmental Authorities and third parties in order to
transfer all Transferred Permits to Genzyme or its Affiliates, and/or to enable
Genzyme or its Affiliates to obtain its or their own substitute Permits for the
Bayer Business, and (b) to the extent permitted under applicable Legal
Requirements and/or the issuing body of a Permit, allow Genzyme or its
Affiliates to distribute, market, import and sell Licensed Products from and
after the Closing while the applicable Permit remains held by Bayer or an
Affiliate or until Genzyme or its Affiliates can obtain its or their own
Permit.  With respect to all Permits that
relate in part to the Bayer Business and in part to businesses of Bayer and its
Affiliates other than the Bayer Business (the Joint Permits), each of
Genzyme and Bayer shall use commercially reasonable efforts in seeking separate
Permits for each such business.  8.14.2           If a Transferred Permit is not
transferred at Closing or Genzyme or its designee has not obtained a substitute
Permit required to distribute, market, import and sell a Licensed Product in a
country at the time of the Closing, then, in accordance with  
 [**] = Portions of this exhibit have been omitted pursuant to a
confidential treatment request. An unredacted version of this exhibit has been
filed separately with the Commission.  84


the timetable and procedure
determined by the parties, at the request of Genzyme, the parties shall use
commercially reasonable efforts to (a) enter into such contractual
relationships with one another and/or, as appropriate, their respective
Affiliates, and (b) do, execute, acknowledge and deliver all such further
acts and other instruments and papers as may be reasonably required or
appropriate, to enable the uninterrupted marketing, distribution, importation
and sale of Licensed Products after the Closing in each country in which Licensed
Products were marketed, distributed or sold prior to the Closing in a manner
that allows Genzyme to record the revenue from such sale immediately after
Closing, and in which Genzyme has confirmed it or its Affiliate wishes to
continue to market, distribute, import and sell following the expiration of the
periods referred to below.  Any such
contractual arrangement must be consistent with applicable Legal Requirements
and the applicable Permit, and not require Bayer to establish new procedures,
structures or organizations than those in effect as of Closing and provide for
indemnification of Bayer and, as applicable, its Affiliates.  8.14.3           Genzyme will, or will cause its
Affiliates to, use commercially reasonable efforts to apply for transfers of
Permits or issuances of substitute Permits as promptly as practicable following
Closing and in any event, within [**] months after the Closing, provided,
however, that in [**], Genzyme will, or will cause its Affiliates to, use
commercially reasonable efforts to apply for transfers of Permits or issuances
of substitute Permits within [**] months after the Closing; provided, further,
that such period in any country may be extended by an additional period [**]
months if (a) a delay in transfer, revocation, re-issuance or issuance of
a Permit is due to the actions of an unrelated third party or is related to a
relationship between Bayer and a third party or Governmental Authority that
existed prior to Closing, or (b) Bayer agrees to such extension, such
agreement not to be unreasonably withheld.  8.14.4           For the avoidance of doubt, this Section 8.14
shall not apply to Permits necessary for the performance of Bayer and its
Affiliates under the Purchase and Sale Agreement, the Leukine Tolling Agreement
and the Fludara Supply Agreement, which Permits shall be governed by those
agreements.  8.15.        Finished Licensed Products.  After the Closing, Bayer agrees, and shall
cause its Affiliates to agree to, destroy all finished Licensed Products
Inventory that is not Transferred Inventory under this Agreement, at the sole
expense of Bayer, except for any finished Licensed Products Inventory that
Bayer or any of its Affiliates is required to retain pursuant to Legal
Requirements.  Bayer shall provide
Genzyme with a certificate of destruction of such finished Licensed Products
Inventory.  8.16.        Rebates, Chargebacks, Returns and Other Adjustments.  Responsibility for returns, rebates,
chargebacks, cash discounts and fees for services paid to wholesalers and
distributors will be allocated between Bayer and Genzyme in accordance with
this Section 8.16, except as may otherwise be required by applicable Legal
Requirement.  Sections 8.16.1 through
8.16.5 apply to such items generated in the United States and in each other
country where such allocation methods may reasonably be applied.  In each other country where the  
 [**] = Portions of this exhibit have been omitted pursuant to a
confidential treatment request. An unredacted version of this exhibit has been
filed separately with the Commission.  85


allocation methods cannot be reasonably
applied, the parties will work in good faith to determine an alternative
allocation method in accordance with the principles set forth herein.  8.16.1           Rebates.  All rebates calculated against periods
entirely preceding the Closing date shall be the sole responsibility of
Bayer.  All rebates calculated against
periods including or following the Closing Date will be the sole responsibility
of Genzyme, except that Bayer will make a payment to Genzyme to account for the
portion of the quarter in which the Closing occurred during which Bayer owned
the Business and the amount of inventory in the wholesale and distribution
channels at the Closing.  Calculation of
this payment will be based on the application of a ratio, being the [**], plus
the [**], divided by the [**], stated as follows:  [**]  The Rebate True Up
Payment will be equal to the product of (i) the [**] and (ii) the
[**].  The Days of Channel Inventory on
the Closing Date will be determined, to the extent practicable, on the basis of
appropriate documentation and substantiation and, in circumstances where
substantiation is not practicable, the reasonable, good faith estimate of the
parties.  If the Parties cannot agree on
the Days of Channel Inventory after an exchange of supporting documents and a
meeting of the Parties the matter will be resolved in accord with Section 15.10.  The Rebate True Up Payment will be due and
payable on the last day of the second quarter which begins after the Closing
Date (for example, for a closing that occurs in the second quarter, the Rebate
True Up Payment would be the last Business Day of the fourth quarter).  The parties will collaborate in good faith
from and after the Execution Date to the date the Rebate True Up Payment is due
to determine the Days of Channel Inventory and the amount of the Rebate True Up
Payment in accordance with this Section 8.16.1.  This calculation must be performed separately
on a Licensed Product-by-Licensed Product basis.  8.16.2           Chargebacks.  The obligations of the parties for
chargebacks will be allocated based on the setting of a Chargeback Liability
Shift Date with chargebacks on wholesaler invoices to their customers dated
before the Chargeback Liability Shift Date being the obligation of
Bayer, and chargebacks on wholesaler invoices to their customer sent on or
after that date being the responsibility of Genzyme.  The Chargeback Liability Shift Date shall be
[**].  Whether an invoice falls before or
after the Chargeback Liability Shift Date shall be determined by reference to
the date on the wholesaler invoice to its customer.  This analysis will be done on an
invoice-by-invoice basis for each Licensed Product.  Genzyme will pay all chargebacks which become
due after the Closing Date (except to the extent Bayer does so on Genzymes
behalf under the Transition Services Agreement), and will invoice Bayer [**]
for the chargebacks for which Bayer is responsible.  8.16.3           Cash Discounts.  The obligation for cash discounts shall be
based on the date of the invoice to the customer.  Each cash discount on invoices which are
dated on or before the Closing Date will be the responsibility of Bayer.  Each cash discount on  
 [**] = Portions of this exhibit have been omitted pursuant to a
confidential treatment request. An unredacted version of this exhibit has been
filed separately with the Commission.  86


invoices which are dated
after the Closing Date are the responsibility of Genzyme.  8.16.4           Fees for Service.  If a wholesaler, distributor or
retailer is entitled to a fee-for-service delivered over time (e.g. inventory
management services) such fee will be pro-rated between Bayer and Genzyme based
on the relative portion of such period falling before or after the Closing
Date.  8.16.5           Returns.  Any return from a production lot of Licensed
Product, [**] of which was sold by Bayer, will be the sole responsibility of
Bayer.  Any return from a production lot
of Licensed Product, [**] of which was sold by Genzyme, will be the sole
responsibility of Genzyme.  Any return
from a production lot sold partially by Bayer and partially by Genzyme shall be
shared by Bayer and Genzyme as described below.  (a)The average
dating of inventory of a Licensed Product manufactured in a production lot sold
partially by Bayer and partially by Genzyme at the time of sale by Bayer or an
Affiliate over [**] expressed in months to expiry will be determined as of the
Closing Date (the Average Age) and added to the Closing Date to
determine an Adjusted Expiration Date. 
For example, if the Average Age is [**] months and Closing occurs on
[**], the Adjusted Expiration Date will be [**] of the following year.  (b)The period extending from
[**] months before the Adjusted Expiration Date to [**] months after the
Adjusted Expiration Date will be the Overlap Period.  Any return of a Licensed
Product prior to the Overlap Period will be the sole responsibility of
Bayer.  Any return of a Licensed Product
after the Overlap Period will be the sole responsibility of Genzyme.  Responsibility for any return of a Licensed
Product during the Overlap Period will be [**]. 
The Average Age will be determined, to the extent practicable, on the basis
of appropriate documentation and substantiation, and in circumstances where
substantiation is not practicable, the reasonable, good faith estimate of the
parties.  8.17.        Joint Transition Team. 
Within five (5) Business Days following the Execution Date, Bayer
and Genzyme shall establish a joint transition team (the Joint Transition
Team).  The Joint Transition Team
shall be co-chaired by the team leaders of each of Bayer and Genzyme as
mutually agreed between the Parties.  The
Joint Transition Team will be responsible for global coordination and oversight
of transition activities across all functions between the Execution Date and
Closing.  Within ten (10) Business
Days following the Execution Date, the Joint Transition Team will first meet to
establish a schedule of key meetings, milestones and deliverables, a plan for
providing Genzyme access to Bayer personnel and information and a schedule of
any other tasks related to the transition of the Bayer Business from Bayer to
Genzyme.  Between the Execution Date and
the Closing, the Joint Transition Team will (1) collaborate to, as soon as
practicable, (a) identify any Service (as defined in the Transition
Services Agreement) that cannot be provided by Bayer due to Legal Requirements
or Contractual Obligations, and (b) identify the Services that Genzyme  
 [**] = Portions of this exhibit have been omitted pursuant to a
confidential treatment request. An unredacted version of this exhibit has been
filed separately with the Commission.  87


will utilize, and (2) coordinate to
finalize the compensation for Services in accordance with the Transition
Services Agreement.  Each of Bayer and
Genzyme agrees to cause its respective representatives on the Joint Transition
Team to use commercially reasonable efforts to fulfill its obligations under
this Section 8.17 and otherwise facilitate the Contemplated
Transactions.  The Joint Transition Team
shall hold weekly meetings or teleconferences unless otherwise mutually agreed.  8.18.        Transition Assets. 
To the extent Bayer or its Affiliates requires the use of any Acquired
Asset to perform its obligations under any of the Ancillary Agreements (the Transition
Assets), Bayer will inform Genzyme of such need and Genzyme will make such
Transition Assets available to Bayer for this purpose for the period of time
Bayer requires such Transition Assets to perform its obligations under any of
the Ancillary Agreements.  8.19.        Leukine Bulk Drug Substance Manufacturing.  From the Execution Date until the Closing
Date, Bayer will, and will cause its Affiliates to, use commercially reasonable
efforts to manufacture Leukine Bulk Drug Substance in accordance with the
amounts and timeline set forth on Schedule 8.19.  8.20.        Joint Contracts. 
With respect to any Contractual Obligations with third parties relating
in part to the Bayer Business and in part to the businesses of Bayer and its
Affiliates other than the Bayer Business (each, a Joint Contract),
Genzyme will attempt to enter into a separate Contractual Obligation with the
counterparty or counterparties to such Joint Contract with respect to the
portion of such Joint Contract exclusively related to the Bayer Business on the
same terms and conditions applicable to the Bayer Business.  If Genzyme is unable to replace with a
separate Contractual Obligation the portion of a Joint Contract exclusively
related to the Bayer Business, Bayer will, and will cause its Affiliates to, if
permitted by the terms of such Joint Contract, take commercially reasonable
efforts to provide to Genzyme the benefits under such Joint Contract
exclusively related to the Business and will enforce, at the request of and for
the account of Genzyme, any rights of Bayer or any of its Affiliates arising
under such Joint Contract exclusively related to the Business, until the stated
expiration of such Joint Contract, without regard to any available renewal
options with respect to the Business.  In
such event, the benefits and obligations under such Joint Contract exclusively
related to the Business shall be for the account of Genzyme, and the remaining
benefits and obligations shall be retained by Bayer and its Affiliates.  Bayer and each of its Affiliates that are
parties to any Joint Contract shall perform their obligations thereunder so as
not to create a material default. 
Neither Bayer nor its Affiliates will be obligated to extend credit to
Genzyme under a Joint Contract.  8.21.        Hospira Agreement Amendment.  Bayer will, and will cause its Affiliates to,
use commercially reasonable efforts to negotiate, execute and deliver an
amendment to the Hospira Agreement that is not materially inconsistent with the
proposed terms shared with Genzyme prior to the Execution Date.  Bayer or its affiliates may make immaterial
amendments, modifications or extensions to the Hospira Agreement without
Genzymes consent.  Bayer will not, and
will cause its Affiliates not to, make material amendments, modifications, or
extensions to the Hospira Agreement without Genzymes consent, such  
 [**] = Portions of this exhibit have been omitted pursuant to a
confidential treatment request. An unredacted version of this exhibit has been
filed separately with the Commission.  88


consent not to be unreasonably withheld.  8.22.        Further Assurances.From and after the Closing Date,
upon the request of either Bayer or Genzyme, each of the parties hereto will,
and will cause their Affiliates to, do, execute, acknowledge and deliver all
such further acts, assurances, deeds, assignments, transfers, conveyances and
other instruments and papers as may be reasonably required or appropriate to
carry out the Contemplated Transactions. 
Bayer will, and will cause its Affiliates to, provide all cooperation
reasonably requested by Genzyme in connection with any effort by Genzyme to
establish, perfect, defend, or enforce its rights in or to the Acquired Assets,
including executing further consistent assignments, transfers, pledges and
releases, and causing its Representatives and agents to provide good faith
testimony by affidavit, declaration, deposition or other means.  Bayer will, and will cause its Affiliates to,
refer all customer inquiries relating to the Bayer Business to Genzyme from and
after the Closing.  Bayer will, and will
cause its Affiliates and its and their respective Representatives to, cooperate
and assist Genzyme with an orderly transition of the Bayer Business and
Acquired Assets to Genzyme.  Bayer will
not, and will cause its Affiliates not to, take any action that is designed or
intended to have the effect of discouraging any lessor, licensor, supplier,
distributor or customer of the Bayer Business or other Person with whom the
Bayer Business has a relationship from maintaining the same relationship with
the Business after the Closing as it maintained prior to the Closing.  8.23.        NewCo.  In order to
[**], prior to Closing, Bayer and Genzyme shall form at least one special
purpose vehicle (each a NewCo) into which Bayer shall immediately
prior to Closing (a) contribute the Business-Specific Licensed IP, which
at Closing will be licensed by NewCo to Genzyme in accordance with Section 2.1.1(a) of
this Agreement (or another license agreement between NewCo and Genzyme); (b) license
the Shared Licensed IP to NewCo, which at Closing will be licensed by NewCo to
Genzyme in accordance with Section 2.1.1 of this Agreement, and (c) assign
the Distribution and Development Agreement, and, in Bayers sole discretion,
any Ancillary Agreements (subject to the terms and conditions of such Ancillary
Agreements).  NewCo shall have the right
to claim payments due to Bayer under Article 4 of this Agreement that are
associated with the foregoing contributions, licenses and assignment(s).  Bayer may select the Federal Republic of
Germany as the jurisdiction of organization or formation of any such NewCo(s) without
Genzymes consent and/or may select any alternative jurisdiction(s) subject
to Genzymes consent if the formation of NewCo in such alternative jurisdiction(s) results
in [**] as compared to the [**] provided for in a NewCo organized under the
laws of the Federal Republic of Germany in accordance with the terms set forth
on Schedule 8.23 or would have adverse Tax consequences to Genzyme as
compared to the Tax consequences to Genzyme of having NewCo organized in the
Federal Republic of Germany.  Should
Bayer determine that a NewCo shall be formed or organized under the laws of the
Federal Republic of Germany, then such German NewCo shall be organized in
accordance with the term sheet set forth in Schedule 8.23.  Should Bayer determine that a NewCo should be
organized under the laws of any other country, then such NewCo shall be
organized on comparable terms and conditions as set forth in Schedule 8.23.  
 [**] = Portions of this exhibit have been omitted pursuant to a
confidential treatment request. An unredacted version of this exhibit has been
filed separately with the Commission.  89


9.          INTELLECTUAL PROPERTY AND OTHER COVENANTS.  9.1.          Filing, Prosecution and Maintenance of Licensed Patents
and Licensed Trademarks.  9.1.1             Responsibility.  (a)        Business-Specific Licensed IP.  From and after Closing, Genzyme, through
counsel of its choosing and at its sole discretion and expense, will be
responsible for and have control over obtaining, prosecuting (including any
interferences, reissue proceedings, re-examinations and oppositions), and
maintaining throughout the Territory the Business-Specific Licensed Patents and
Business-Specific Licensed Trademarks. 
Genzyme shall keep Bayer informed regarding the prosecution and
maintenance of the Business-Specific Licensed Patents and Business-Specific
Licensed Trademarks, and Bayer will cooperate with Genzyme in regard to the
prosecution and maintenance thereof. 
Genzyme may, in its sole discretion, elect not to pursue patent
protection for any Business-Specific Licensed Patent or trademark registration
for any Business-Specific Licensed Trademark in one or more countries in the
Territory.  If Genzyme intends to abandon
or let go any Patent Right within the Business-Specific Licensed Patents set
forth on Schedule 6.10.9, for which Bayer would have a legal obligation
under the German Law on Employees Inventions to provide the inventor(s) the
right to pursue patent protection for such Patent Right, Genzyme shall provide
Bayer written notice of such intent in sufficient time to provide the inventor(s) the
opportunity to take over the prosecution and/or maintaining of such Patent
Rights.  If the inventor(s) take
over such obligations, rights granted to Genzyme with respect to such Patent
Right will revert to the inventor(s) to the extent provided under the
German Law on Employees Inventions. 
Except as provided in this Section 9.1.1(a), Bayer will have no
right to take any actions to prosecute or maintain throughout the Territory the
Business-Specific Licensed Patents and Business-Specific Licensed Trademarks.  (b)        Shared Licensed Patents.  From and after Closing, Bayer, through
counsel of its choosing and at its sole discretion and expense, will be
responsible for and have control over obtaining, prosecuting (including any
interferences, reissue proceedings, re-examinations and oppositions) and
maintaining throughout the Territory the Shared Licensed Patents and Shared
Licensed Trademarks.  For a Shared
Licensed Patent that covers a Licensed Product during the Exclusive Period for
such Licensed Product, Bayer shall keep Genzyme informed regarding the
prosecution and maintenance of such Shared Licensed Patent and give Genzyme a
reasonable opportunity to provide timely comments for Bayers consideration on
draft filings and correspondence relating to such prosecution or
maintenance.  For a Shared Licensed
Patent that covers a Licensed Product during the Non-Exclusive Period, Bayer
shall have no obligation to keep Genzyme informed regarding the prosecution and
maintenance of such Shared Licensed Patent. 
Bayer may, in its sole discretion, elect not to pursue patent protection
for any Shared Licensed Patent in one or more  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  90


countries in the
Territory.  Genzyme will have no right to
take any actions to prosecute or maintain throughout the Territory the Shared
Licensed Patents or Shared Licensed Trademarks.  9.1.2             Cooperation. 
Bayer will: (a) make its Representatives reasonably available to
Genzyme (or to Genzymes authorized Representatives), to the extent reasonably
necessary to enable Genzyme to undertake patent prosecution and trademark
registration of the Business-Specific Licensed Patents and Business-Specific
Licensed Trademarks; (b) at the reasonable request of Genzyme, cooperate
with Genzyme in gaining patent term extensions and trademark registration
renewals wherever applicable to Business-Specific Licensed Patents and Business-Specific
Licensed Trademarks that are subject to this Agreement; and (c) use its
commercially reasonable and diligent efforts to minimize or avoid interference
with the prosecution and maintenance of the Business-Specific Licensed Patents
and Business-Specific Licensed Trademarks. 
Genzyme will reimburse Bayer for Bayers reasonable out-of-pocket
expenses in complying with this Section 9.1.2; provided, however,
that Bayer provides Genzyme with invoices or other reasonable documentation
evidencing such expenses on a timely basis after the incurrence of such
expense.  9.1.3             Notwithstanding the rights granted to Genzyme in Section 9.1
related to the filing, prosecution and maintenance of Licensed Patents and
Licensed Trademarks, such rights shall be subject to any and all limitations
contained in any In-License Agreement related to the Intellectual Property
licensed under such In-License Agreement.  9.2.          Enforcement of Licensed IP.  9.2.1             Notification. 
Each party will promptly report in writing to the other party any (a) known
or suspected third party infringement of any Licensed Patents, Licensed
Trademarks, Shared Licensed Trade Dress or Licensed Copyrights, or (b) unauthorized
use or misappropriation of any Licensed Know-How or other Confidential Information
by a third party of which it becomes aware, and will provide the other party
with all available evidence supporting such infringement or unauthorized use or
misappropriation.  9.2.2             Right to Enforce.  (a)        Genzyme will have the sole and exclusive right, but not the
obligation, to take any reasonable measures it deems appropriate to stop
activities in the Territory infringing the Business-Specific Licensed Patents,
Business-Specific Licensed Trademarks or Business-Specific Licensed Copyrights
or the use without proper authorization of any Business-Specific Licensed
Know-How, including (a) initiating or prosecuting an infringement or other
appropriate Action against or (b) granting adequate rights and licenses
necessary for continuing such activities in the Territory to any third party
who at any time has infringed, or is suspected of infringing, any
Business-Specific Licensed Patents, Business-Specific Licensed Trademarks or
Business-Specific Licensed Copyrights or has used or is suspected of using
without  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  91


proper authorization the
Business-Specific Licensed Know-How. 
Without the written consent of Genzyme, Bayer will have no right to take
any reasonable measures to stop any infringement of the Business-Specific
Licensed Patents, Business-Specific Licensed Trademarks or Business-Specific
Licensed Copyrights or the use without proper authorization of the
Business-Specific Licensed Know-How.  (b)        Bayer will have the first right, but not the obligation, to
take any reasonable measures it deems appropriate to stop activities in the
Territory infringing the Shared Licensed Patents or Shared Licensed Copyrights
or the use without proper authorization of any Shared Licensed Know-How, in
each case in connection with a Persons manufacture, use, sale, offering for
sale, or importation of Licensed Products, including (a) initiating or
prosecuting an infringement or other appropriate Action against or (b) granting
adequate rights and licenses necessary for continuing such activities in the
Territory to any such Person.  During the
Exclusive Period, if Bayer does not initiate any such measures within [**] days
of receiving written notice from Genzyme of such activities (or within a
reasonable shorter time period if a shorter period to take action is required
by applicable Legal Requirements to avoid the loss of legal rights), then
Genzyme will have the second right, but not the obligation, to take any
reasonable measures it deems appropriate to stop such activities; provided,
however, Genzyme must coordinate and consult with Bayer regarding such
measures and will not take any measures, without the written permission of
Bayer, which permission will not be unreasonably withheld.  It shall be reasonable for Bayer to withhold
such permission if Bayer reasonably believes such measures will affect the
protection that any Shared Licensed IP affords Bayer; provided, however,
the mere likelihood that a defendant would allege that the asserted Shared
Licensed Patents or Shared Licensed Copyrights is invalid or unenforceable
shall not be sufficient grounds for Bayer to withhold permission.  If either party brings a suit or action under
this Section 9.2.2(b), during the Exclusive Period, the other party will
have the right, at its expense, to retain its own counsel to monitor such
Action.  Neither party will have the
right to settle any infringement or misappropriation Action under this Section 9.2.2(b) in
a manner that diminishes the rights or interests of the other party without the
express written consent of such other party; provided, however
that the grant by Genzyme of a sublicense under the Shared Licensed Patents or
Shared Licensed Copyrights in accordance with this Agreement will not be
considered to diminish the rights of Bayer, and the grant by Bayer of a license
under the Shared Licensed IP that is not in conflict with the exclusive rights
granted to Genzyme in Section 2.1.1 will not be considered to diminish the
rights of Genzyme.  In addition, (i) Genzyme
will not settle any such Action in a manner that admits the invalidity or
unenforceability of any Shared Licensed IP without obtaining the prior written
consent of Bayer and (ii) during the Exclusive Period, Bayer will not
settle any such Action in a manner that admits the invalidity or
unenforceability of any Shared Licensed Patents or Shared Licensed Copyrights
without obtaining the prior written consent of Genzyme.  (c)        For clarity, all rights to enforce the Shared Licensed
Trademarks or Shared  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  92


Licensed Trade Dress shall
be within the sole discretion of Bayer and nothing in this Section 9.2
shall be construed to grant Genzyme any rights to enforce or license any Shared
Licensed Trademarks or Shared Licensed Trade Dress.  9.2.3             Procedures and Expenses.  The party with the right to take action
pursuant to Section 9.2.2 will have the sole right to select counsel for
any Action brought by it and will pay all expenses of such Action, including
attorneys fees and court costs.  If
required under applicable Legal Requirements in order for such party to
initiate and/or maintain such Action, or if such party is unable to initiate or
prosecute such Action solely in its own name or it is otherwise advisable to
obtain an effective legal remedy, in each case, at such partys request, the
other party will join as a party to the Action and will execute and cause its
Affiliates to execute all documents necessary for a party to initiate an Action
to prosecute and maintain such Action. 
In addition, at a partys request, the other party will provide
reasonable assistance in connection with such Action and the reasonable
out-of-pocket expenses of the party providing assistance shall be reimbursed by
the party requesting such assistance.  9.2.4             Recoveries. 
If a party obtains from a third party infringer, in connection with an
Action brought pursuant to Section 9.2.2, any damages, license fees,
royalties or other compensation (including any amount received in settlement of
such Action), then any amounts recovered will first be applied to the
reimbursement of each partys reasonable costs, expenses and legal fees,
including amounts one party has reimbursed to the other.  The remaining balance shall be retained by
Genzyme, but will be considered Net Sales and subject to Genzymes payment
obligations under Article 4.  The
party bringing such Action pursuant to Section 9.2.2 will bear all payments
awarded against or agreed to be paid by such party pursuant to such Action,
including any costs or expenses incurred that exceed the amounts recovered by
such party.  9.2.5             Notwithstanding the rights granted to Genzyme in Section 9.2
related to the enforcement of Licensed IP, such rights shall be subject to any
and all limitations contained in any In-License Agreement related to the
Intellectual Property licensed under such In-License Agreement.  9.3.          Claimed Infringement of Third Party Rights.  9.3.1             Notice.  In
the event that a third party at any time provides written notice of a claim to,
or brings an Action against any party, or any of such partys respective
Affiliates or sublicensees, claiming infringement of its Patent Rights or
unauthorized use or misappropriation of its Know-How, based upon the
development, manufacture or commercialization of Licensed Products in the
Territory (Infringement Claim), such party will promptly notify the
other party of the Infringement Claim or the commencement of such action, suit
or proceeding, enclosing a copy of the Infringement Claim and all papers
served.  Each party agrees to make
available to the other party its advice and counsel regarding the technical
merits of any such claim at no cost to the other party and to offer reasonable
assistance to the other party at no cost to the other party.  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  93


9.3.2             Defense of Infringement Claim; Declaratory Judgment
Actions.  (a)        As between Bayer and Genzyme, Genzyme will have the sole and
exclusive right, but not the obligation, to control the defense of any
Infringement Claim brought against Genzyme or any of its Affiliates or
sublicensees arising out of the development, manufacture or commercialization
of Licensed Products in the Territory. 
As between Bayer and Genzyme, Bayer will have the sole and exclusive
right, but not the obligation, to control the defense of any Infringement Claim
brought against Bayer or any of its Affiliates or licensees (other than
Genzyme) arising out of the development, manufacture or commercialization of
Licensed Products in the Territory. 
Neither party will settle any such Action in a manner that (i) admits
that any Licensed Product infringes or misappropriates a third partys
Intellectual Property or (ii) agrees to any injunction or other equitable
remedy binding the other party without obtaining the prior written consent of
the other party, which consent will not be unreasonably withheld or
delayed.  In addition, if applicable
prior to the initiation of an Infringement Claim, either party has the right,
but not the obligation, to bring a declaratory judgment action relating to any
third party Patent Right that such third party has alleged is infringed by the
development, manufacture or commercialization of Licensed Products in the
Territory; provided, however, neither party shall bring such
declaratory judgment action without first consulting with the other party.  (b)        The party controlling the defense of an Infringement Claim or
bringing a declaratory judgment action will have the sole and exclusive right
to select counsel for such Infringement Claim or such declaratory judgment
action.  The party controlling the
defense of an Infringement Claim or bringing a declaratory judgment Action will
keep the other party informed, and will from time to time consult with the
other party regarding the status of any such Action and will upon request
provide the other party with copies of all documents filed in, and all written
communications relating to, any suit brought in connection with such Action.  The other party will also have the right to
participate and be represented in any such Action, at its own expense.  9.4.          Other Infringement Resolutions.  In the event of a dispute or potential
dispute that has not ripened into a demand or Action of the types described in
Section 9.2 and Section 9.3 (e.g., Actions seeking declaratory
judgments and revocation proceedings), the same principles governing control of
the resolution of the dispute, consent to settlements of the dispute, and
implementation of the settlement of the dispute will apply.  Each party will immediately notify the other
party of any certification of which it becomes aware filed pursuant to 21
U.S.C. § 355(b)(2)(A) or § 355(j)(2)(A)(vii) (or any amendment or
successor statute thereto) or declaratory judgment action filed by a third
party claiming that a Licensed Patent is invalid or that infringement of such
Licensed Patent will not arise from the development, manufacture, use or sale
of any product by a third party.  The provisions
of Section 9.2 will thereafter apply as if such third party were an
infringer or suspected infringer.  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  94


9.5.          Diligence. 
Genzyme shall, directly and through its Affiliates and sublicensees, to
use commercially reasonable efforts to commercialize Fludara, Leukine and
Campath, each as a whole, in the Major Market Countries in its approved
indications.  For the purposes of this
Section 9.5, commercially reasonable efforts means, with respect to the
commercialization of each Licensed Product, at any given time as the case may
be, efforts reasonably used by Genzyme or its Affiliates (giving due
consideration to relevant industry standards) for Genzymes own products
(including internally developed, acquired and in-licensed products) with
similar commercial potential at a similar stage in their lifecycle (assuming
continuing development of such product), taking into consideration their
safety, tolerability and efficacy, [**], the extent of market exclusivity,
patent protection, cost to develop the product, promotable claims, health
economic claims, the approved indications and the regulatory and reimbursement
structure involved.  This
Section 9.5 shall have no further force or effect with respect to each of
Fludara, Leukine and Campath once Genzyme no longer has any obligation to make
payments to Bayer with respect to Net Sales of such Licensed Product under this
Agreement.  9.6.          Covenant in Support of License.  Following the Closing, Bayer will not, and
will cause its Affiliates not to, take any action that would cause any of the
following representations to be false: Sections 6.4 (Non-Contravention) and
6.10.4 (Title).  10.        CONDITIONS TO GENZYMES OBLIGATIONS AT THE CLOSING.  The
obligations of Genzyme to consummate the Closing are subject to the fulfillment
of each of the following conditions:  10.1.        Representations and Warranties.  The representations and warranties of Bayer
contained in this Agreement and in any document, instrument or certificate
delivered hereunder (a) that are not qualified by materiality or Material
Adverse Effect will be true and correct at and as of the Execution Date and the
Closing with the same force and effect as if made as of the Execution Date or
the Closing, as applicable, except where the failure to be true and correct
would not be reasonably expected to have a Material Adverse Effect  or a material adverse effect on the ability
of Bayer to consummate the Contemplated Transactions or perform its obligations
under this Agreement or the Ancillary Agreements, and (b) that are
qualified by materiality or Material Adverse Effect will be true and correct in
all respects at and as of the Execution Date and the Closing with the same
force and effect as if made as of the date hereof or the Closing, as
applicable, in each case, other than representations and warranties that
expressly speak only as of a specific date or time, which will be true and
correct to the extent described above as of such specified date or time.  10.2.        Performance. 
Bayer will have performed and complied with, in all material respects,
all agreements, obligations and covenants contained in this Agreement that are
required to be performed or complied with by it at or prior to the Closing.  10.3.        Compliance Certificate.  Bayer will have delivered to Genzyme a
certificate as to the matters set forth in Sections 10.1, 10.2 and 10.4 having
been satisfied.  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  95


10.4.        No Material Adverse Change.  Since the Execution Date, there will not have
occurred a Material Adverse Effect.  10.5.        Qualifications. 
Any applicable waiting periods (and any extensions thereof) under the
HSR Act will have expired or otherwise been terminated and any applicable
waiting periods (and any extensions thereof), permissions or clearances under
the Legal Requirements relating to competition or antitrust relating to the
Contemplated Transactions in the Material Countries (including any necessary
consent under, modification to or termination of the SOT Order) shall have been
terminated or received, as applicable. 
No provision of any material applicable Legal Requirement and no
Governmental Order, in each case in the Material Countries, will prohibit the
consummation of any of the Contemplated Transactions.  10.6.        Absence of Litigation. 
No Action brought by a Governmental Authority will be pending or
threatened in writing which could result in a Governmental Order (nor will
there be any Governmental Order in effect) (a) which would prevent
consummation of any of the Contemplated Transactions, (b) which would
result in any of the Contemplated Transactions being rescinded following
consummation, (c) which would limit or otherwise adversely affect Genzymes
right to own the Bayer Business or to operate all or any material portion of
either the Bayer Business or the Acquired Assets or of Genzymes business or
assets or that any of its Affiliates or (d) would compel Genzyme or any of
its Affiliates to dispose of all or any material portion of either the Bayer
Business or the Acquired Assets or the business or assets of Genzyme or any of
its Affiliates.  10.7.        Consents, etc. 
All actions by (including any authorization, consent or approval) or in
respect of (including notice to), or filings with, any Governmental Authority
or other Person that are required to consummate the Contemplated Transactions
that are set forth on Schedule 10.7 will have been obtained or made, and
no such authorization, consent or approval will have been revoked.  10.8.        Permits. 
Genzyme will have obtained or otherwise have the right to use or have
the benefit of (including pursuant to Section 8.14) all material Permits
required to operate the Bayer Business that are not Transferred Permits
assigned at the Closing.  10.9.        Ancillary Agreements. 
Each of the Ancillary Agreements to which Genzyme and/or any of its
Affiliates is party will have been duly executed and delivered to Genzyme by
each of the other parties thereto, and each such agreement will be in full
force and effect in accordance with its terms.  10.10.      Release.  Genzyme shall have received a release of
claims executed by Bayer in the form attached hereto as Exhibit 10.10.  10.11.      Financial Statements.  Genzyme will have received the 2008 Financial
Statements and, if Genzyme determines pursuant to Section 8.13.3 that SEC
Financial Statements are required, Bayer will have delivered the SEC Financial
Statements to Genzyme, and have  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  96


caused to be delivered to Genzyme the Audit
Opinion and Auditor Consents.  11.        CONDITIONS TO BAYERS OBLIGATIONS AT THE CLOSING.  The
obligations of Bayer to consummate the Closing are subject to the fulfillment
of each of the following conditions:  11.1.        Representations and Warranties.  The representations and warranties of Genzyme
contained in this Agreement and in any document, instrument or certificate
delivered hereunder (a) that are not qualified by materiality will be true
and correct at and as of the Execution Date and the Closing with the same force
and effect as if made as of the Execution Date or the Closing, as applicable,
except where the failure to be true and correct would not be reasonably
expected to have a material adverse effect on the ability of Genzyme to
consummate the Contemplated Transactions or perform its obligations under this
Agreement or the Ancillary Agreements and (b) that are qualified by
materiality will be true and correct in all respects at and as of the Execution
Date and the Closing with the same force and effect as if made as of the
Execution Date or the Closing, as applicable, in each case, other than
representations and warranties that expressly speak only as of a specific date
or time, which will be true and correct to the extent described above as of
such specified date or time.  11.2.        Performance. 
Genzyme will have performed and complied with, in all material respects,
all agreements, obligations and covenants contained in this Agreement that are
required to be performed or complied with by Genzyme at or prior to the Closing.  11.3.        Compliance Certificate.  Genzyme will have delivered to Bayer a
certificate as to the matters set forth in Sections 11.1 and 11.2.  11.4.        Qualifications. 
Any applicable waiting periods (and any extensions thereof) under the
HSR Act will have expired or otherwise been terminated and any applicable
waiting periods (and any extensions thereof), permissions or clearances under
the Legal Requirements relating to competition or antitrust relating to the
Contemplated Transactions in the Material Countries shall have been terminated
or received, as applicable.  No provision
of any material applicable Legal Requirement and no Governmental Order, in each
case in the Material Countries, will prohibit the consummation of any of the
Contemplated Transactions.  11.5.        Absence of Litigation. 
No Action brought by a Governmental Authority will be pending or
threatened in writing which could result in a Governmental Order, nor will
there be any Governmental Order in effect (except as contemplated by Section 8.3.4),
(a) which would prevent consummation of any of the Contemplated
Transactions, (b) which would result in any of the Contemplated
Transactions being rescinded following consummation (and no such Governmental
Order will be in effect), (c) which would prevent or otherwise adversely
affect Genzymes right to own the Bayer Business or to operate all or any
material portion of either the Bayer Business or the Acquired Assets or (d) would
compel Genzyme or any of its Affiliates to dispose of all or any material
portion of either the Bayer Business or  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  97


the Acquired Assets.  11.6.        Ancillary Agreements. 
Each of the Ancillary Agreements to which Bayer and/or any of its
Affiliates is a party will have been duly executed and delivered to Bayer by
each of the other parties thereto and each such Agreement will be in full force
and effect in accordance with its terms.  11.7.        Confirmation of Release.  Bayer shall have received a release of claims
executed by Genzyme in the form attached hereto as Exhibit 11.7.  12.        TERMINATION.  12.1.        Termination of Agreement.  This Agreement may be terminated (the date on
which the Agreement is terminated, the Termination Date) at any time
prior to the Closing:  (a)        by mutual written consent of Genzyme and Bayer;  (b)        by either Genzyme or Bayer by providing written notice to the
other at any time after the date that is [**] months after the Execution Date
(the Outside Date) if the Closing has not occurred by reason of the
failure of any condition set forth in Section 10, in the case of Genzyme,
or Section 11, in the case of Bayer, to be satisfied (unless such failure
is the result of one or more breaches or violations of, or inaccuracy in any
covenant, agreement, representation or warranty of this Agreement by the party
seeking to terminate the Agreement);  (c)        by either Bayer or Genzyme if a final nonappealable
Governmental Order permanently enjoining, restraining or otherwise prohibiting
the Closing has been issued by a Governmental Authority of competent
jurisdiction;  (d)        by Genzyme if either (i) there has been a breach of, or
inaccuracy in, any representation or warranty of Bayer contained in this
Agreement as of the Execution Date or as of any subsequent date (other than
representations or warranties that expressly speak only as of a specific date
or time, with respect to which Genzymes right to terminate will arise only in
the event of a breach of, or inaccuracy in, such representation or warranty as
of such specified date or time), or (ii) Bayer has breached or violated in
any material respect any of its covenants and agreements contained in this
Agreement, in the case of either (i) or (ii) which breach or
violation would give rise, or could reasonably be expected to give rise, to a
failure of a condition set forth in Section 10 and cannot be or has not
been cured on or before the earlier of (1) [**] Business Days before the
Outside Date or (2) [**] days after Genzyme notifies Bayer of such breach
or violation, provided, however, that for clause (2), if the
parties mutually agree on a plan for cure within such [**] day period, then
such date may be extended as set forth in the mutually agreed cure plan.  (e)        by Bayer if either (i) there has been a breach of, or
inaccuracy in, any representation or warranty of Genzyme contained in this
Agreement as of the Execution  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  98


Date or as of any subsequent
date (other than representations or warranties that expressly speak only as of
a specific date or time, with respect to which Bayers right to terminate will
arise only in the event of a breach of, or inaccuracy in, such representation
or warranty as of such specified date or time), or (ii) Genzyme has
breached or violated in any material respect any of its covenants and
agreements contained in this Agreement, in the case of either (i) or (ii) which
breach or violation would give rise, or could reasonably be expected to give
rise, to a failure of the condition set forth in Section 11 and cannot be
or has not been cured on or before the earlier of (1) [**] Business Days
before the Outside Date or (2) [**] days after Bayer notifies Genzyme of
such breach or violation, provided, however, that for clause (2),
if the parties mutually agree on a plan for cure within such [**] day period,
then such date may be extended as set forth in the mutually agreed cure plan.  12.2.        Effect of Termination. 
In the event of the termination of this Agreement pursuant to
Section 12.1, this Agreement  other than the provisions of Sections 6.19,
(No Brokers), 7.5 (No Brokers), 8.7 (Transaction Expenses),
8.8 (Confidentiality), 8.8.4 (Publicity), 8.10.1 (Non-Solicitation),
12.2 (Effect of Termination), 13 (Indemnification), 15 (Miscellaneous) and
Section 1 (to the extent any terms defined therein are used in the above
listed Sections)  will then be null and void and have no further force and
effect and all other rights and Liabilities of the parties hereunder will
terminate without any Liability of any party to any other party, except for
Liabilities arising in respect of breaches under this Agreement by any party on
or prior to the Termination Date.  12.3.        Termination by Bayer For Cause.  12.3.1           Material Default.  After Closing, if a Material Default (as
defined below) continues for a period of [**] days after Bayer has delivered
written notice to Genzyme stating the specific Material Default and citing this
Section 12.3.1, then subject to Section 12.3.2 below, Bayer may
terminate this Agreement by providing written notice to Genzyme and all
Acquired Assets as defined in this Agreement transferred to Genzyme (to the
extent such assets remain in existence and to the extent of the then right,
title and interest of Genzyme or its Affiliates in such assets) and all
licenses granted to Genzyme under this Agreement or any Ancillary Agreement and
all other rights granted to Genzyme hereunder or thereunder shall automatically
terminate and revert to Bayer and Genzyme shall, and shall cause its Affiliates
to, execute all documents reasonably requested by Bayer to support such
reversions.  It shall be a Material
Default by Genzyme under this Section 12.3 if any of the following
occurs:  (a)   Genzyme fails to timely pay any Royalty Payments under Sections
4.1.4, 4.1.5 or 4.2.1 under the terms specified in this Agreement;  (b)   Genzyme fails to timely pay any Milestone Payments under Sections
4.1.6 or 4.2.2 under the terms specified in this Agreement;  (c)   Genzyme files a petition under Chapter 7 of the U.S. Bankruptcy
Code  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  99


seeking to liquidate its
assets for the benefit of creditors prior to the date on which Genzyme no
longer has any obligation to make royalty and milestone payments to Bayer pursuant
to Sections 4.1.6 or 4.2.2;  (d)   (i) Genzyme stops selling an Oncology Product in a country or
countries and (ii) such action would eliminate at least [**] of the Net
Sales of the Oncology Products Business (calculated as the sales of the
Oncology Product in such country or countries as a percentage of total Net
Sales of the Oncology Products Business, in each case during the fiscal quarter
prior to the fiscal quarter in which Genzyme stopped selling such Oncology
Product), unless Genzyme stopped selling such Oncology Product in such country
or countries because (A) the Oncology Product in question poses a safety
risk to patients; (B) a regulatory authority of competent jurisdiction in
the country or countries in question has ordered Genzyme to cease sales or
suspended or revoked Genzymes authorization to sell such Oncology Product; (C) of
a prolonged and continuous disruption of the supply of the Oncology Product in
question for reasons beyond Genzymes reasonable control and Genzyme is unable,
after commercially reasonable efforts, to secure a continued supply; (D) the
sale of the Oncology Product in question infringes intellectual property as
determined by a court or by mutual agreement of the parties and Genzyme, after
commercially reasonable efforts, is unable to obtain a license to such
intellectual property, (E) such action is done to [**], or (F) any (I) act
of God, act of the public enemy, insurrection, riot, sabotage, strike,
work-stoppage or other labor dispute or natural disaster or (II) explosion,
fire or flood not resulting from the negligence of Genzyme, any of which
prevents Genzyme from selling a Licensed Product; provided, further, that this
paragraph (d) will no longer apply after Genzyme has made payments to
Bayer aggregating $[**] with respect to Net Sales of Oncology Products; or  (e)   Genzyme fails to purchase the Leukine Plant in material breach of
the Purchase and Sale Agreement.  12.3.2           Disputes Regarding Material
Defaults. If Genzyme disputes in good faith the existence of a Material
Default specified in a notice provided by Bayer pursuant to Section 12.3.1
above, and provides notice to Bayer of such dispute within the [**] day period
following the date Bayer notifies Genzyme of the Material Default, Bayer will
not have the right to terminate this Agreement unless and until the existence
of such Material Default by Genzyme has been determined by a final arbitration
award that is no longer subject to appeal or other review in accordance with
the dispute resolution provisions of Sections 15.10 and 15.11, and Genzyme
fails to cure such Material Default or satisfy the arbitration award or
judicial order or judgment within [**] Business Days following such
determination.  It is understood and acknowledged
that during the pendency of such dispute, all the terms and conditions of this
Agreement will remain in effect and the parties will continue to perform all of
their respective obligations hereunder.  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  100


12.3.3           Expiration of Termination Clause.  Section 12.3 shall have no further force
or effect once Genzyme no longer has any obligation to make payments to Bayer
with respect to the Net Sales under this Agreement.  12.3.4Survival of Sublicenses.  (a)   At the request of Genzyme, and subject to Bayers consent, which
consent will not be unreasonably withheld, delayed, or conditioned, Bayer will
enter into a written agreement with any Genzyme Sublicensee under which Bayer
will commit that if this Agreement is terminated under Section 12.3, Bayer
will, subject to paragraph (b) below, provide such Sublicensee with a
direct license on substantially the same terms as the Sublicensee has as a
Sublicensee of Genzyme, so that the Sublicensee would be put in the same position
as it was prior to the Agreement being terminated.  (b)In the event the Agreement is terminated by Bayer under Section 12.3,
at the request of the Sublicensee and subject to Bayers consent, Bayer will extend such a direct
license to the Sublicensee.  Bayer will
not unreasonably deny such consent if (i) such Sublicensee (a) is in
good standing and (b) is not an Affiliate of Genzyme; (ii) such
direct license will not increase Bayers obligations; and (iii) such
direct license does not adversely affect Bayers commercial interests.  12.3.5           Effect
of Termination.  In the event of
termination pursuant to Section 12.3, the covenants contained in Sections
2.5 (Consents under In-License Agreements), 3.2 (Consents), 8.3.1 (Notice and
Consents  Bayer), 8.3.2 (Notices and Consents  Genzyme), 8.4 (Genzymes
Access to Premises; Information), 8.8 (Confidentiality), 8.14 (Transfer of
Permits), 8.16 (Rebates, Chargebacks, Returns and Other Adjustments), 8.20
(Joint Contracts) and 8.22 (Further Assurances) of Bayer and its Affiliates
shall become covenants of Genzyme and its Affiliates and vice versa.  Further, in the event this Agreement is
terminated pursuant to this Section 12.3 at a time when future payments
may become due and payable to Bayer pursuant to Section 4.1.5 or 4.1.6,
and if at such time Genzyme has secured continuing supply of Leukine, whether
through operation of the production facilities transferred to Genzyme under the
Purchase and Sale Agreement, a supply arrangement with a third party or otherwise,
at the election of Bayer made within[**]days of such termination, the parties will
enter into good faith negotiations with each other for the[**]months following effective delivery of such
notice to secure for Bayer continued supply of Leukine on commercially
reasonable terms.  Such continued supply
shall be accomplished, at the election of Genzyme, through conveyance to Bayer
of the Leukine Plant or a supply agreement with Genzyme or a third party.  If Genzyme elects to convey to Bayer the
Leukine Plant, then commercially reasonable terms shall include at a minimum a[**]; and if Genzyme elects to enter, or to
cause a third party to enter, a supply agreement with Bayer, the commercially
reasonable terms shall include at a minimum[**]. 
Notwithstanding the foregoing, in each case if a significant investment
has been made in either capital or process improvements at the Leukine Plant or
process improvements with respect to the manufacture of Leukine, then  
 [**] = Portions of this exhibit have been omitted pursuant to a
confidential treatment request. An unredacted version of this exhibit has been
filed separately with the Commission.  101


the minimum purchase price or supply terms,
respectively, specified in this Section 12.3.5 will be adjusted to reflect
such investment.  13.        INDEMNIFICATION.  13.1.        Indemnification by Bayer.  13.1.1           Indemnification.  Subject to the limitations set forth in this
Section 13, Bayer will indemnify and hold harmless Genzyme and each of its
Affiliates, and the Representatives and Affiliates of each of the foregoing
Persons (each, a Genzyme Indemnified Person), from, against and in
respect of any and all Losses, incurred or suffered by the Genzyme Indemnified
Persons or any of them as a result of, arising out of or directly or indirectly
relating to:  (a)   any breach of, or inaccuracy in, any representation or warranty
made by Bayer in this Agreement;  (b)   any breach or violation of any covenant or agreement of Bayer (including
under this Section 13) in this Agreement;  (c)   any Excluded Bayer Liability; or  (d)   any fraud or intentional misrepresentation of Bayer or any of its
Affiliates.  13.1.2           Monetary Limitations.  Bayer will have no obligation to indemnify
the Genzyme Indemnified Persons in respect of Losses arising from the breach
of, or inaccuracy in, any representation or warranty pursuant to
Section 13.1.1(a) or breach of any covenant or agreement to be
performed prior to the Closing pursuant to Section 13.1.1(b) with
respect to claims brought after the Closing, unless the aggregate amount of all
such Losses incurred or suffered by the Genzyme Indemnified Persons exceeds
$[**] (the Indemnity Basket) [**]. 
Further, Bayers aggregate liability in respect of claims for
indemnification arising from the breach of, or inaccuracy in, any
representation or warranty pursuant to Section 13.1.1(a) and claims
brought after the Closing arising from the breach of any covenant or agreement
to be performed prior to the Closing pursuant to Section 13.1.1(b), will
not exceed [**] (i) [**] or (ii) $[**] (such amount, the Maximum
Indemnity Cap); and Genzyme Indemnified Persons shall be limited to
recovering from Bayer in respect of claims for indemnification arising from the
breach of, or inaccuracy in, any representation or warranty pursuant to Section 13.1.1(a) and
claims brought after the Closing arising from the breach of any covenant or
agreement to be performed prior to the Closing pursuant to Section 13.1.1(b),
(x) [**] and (y) [**].  Except
as provided in Section 13.1.3, the monetary limitations contained in this
Section 13.1.2 will not apply to (1) claims for indemnification
pursuant to [**], or (2) claims based upon fraud or intentional
misrepresentation.  Except as provided in
Section 13.1.3, claims for indemnification pursuant to [**] are not
subject to the monetary limitations set forth in this Section 13.1.2.  
 [**] = Portions of this exhibit have been omitted pursuant to a
confidential treatment request. An unredacted version of this exhibit has been
filed separately with the Commission.  102


13.1.3           Lost Profits.  BAYER AND ITS AFFILIATES SHALL HAVE NO
LIABILITY FOR ANY CLAIM BY GENZYME OR ITS AFFILIATES FOR ANY LOST PROFITS
ARISING UNDER THIS AGREEMENT, EXCEPT TO THE EXTENT SPECIFICALLY PERMITTED UNDER
THIS SECTION 13.1.3.  The recovery
for any amounts of lost profits from Bayer and its Affiliates under this
Agreement and any Ancillary Agreements shall be applied against the Maximum
Liability Cap.  Lost profits will be
recoverable under this Agreement and the Ancillary Agreements from Bayer only
to the extent the total of (x) [**] plus (y) [**], do not exceed the
Maximum Indemnity Cap.  For purposes of
this provision, that portion of any Loss arising under the Agreement or any
Ancillary Agreement constituting lost profits damages will be subject to the
Maximum Indemnity Cap, as provided herein, even in cases where other portions
of such Loss will not be subject to the Maximum Indemnity Cap.  The parties acknowledge and agree that the
limitations of this Section 13.1.3 will not apply with respect to any
Third Party Claim or any Liability with respect to Bayers fraud or criminal
acts.  13.2.        Indemnification by Genzyme.  13.2.1           Indemnification.  Subject to the limitations set forth in this
Section 13, Genzyme will indemnify and hold harmless Bayer and its
Affiliates, and the Representatives and Affiliates of each of the foregoing
Persons (each, a Bayer Indemnified Person), from, against and in
respect of any and all Losses incurred or suffered by the Bayer Indemnified
Persons or any of them as a result of, arising out of or relating to, directly
or indirectly:  (a)   any breach of, or inaccuracy in, any representation or warranty
made by Genzyme in this Agreement;  (b)   any breach or violation of any covenant or agreement of Genzyme
(including under this Section 13) in or pursuant to this Agreement;  (c)   any Assumed Liability;  (d)   any Excluded Genzyme Liability; or  (e)   any fraud or intentional misrepresentation of Genzyme or any of
its Affiliates.  13.2.2           Monetary Limitations.  Genzyme will have no obligation to indemnify
the Bayer Indemnified Persons in respect to Losses arising from the breach of,
or inaccuracy in, an representation or warranty pursuant to Section 13.2.1(a) and
the breach of any covenant or agreement to be performed prior to the Closing
pursuant to Section 13.2.1(b) with respect to claims brought after
the Closing unless and until the aggregate amount of all such Losses incurred
or suffered by the Bayer Indemnified Persons exceeds [**].  Further, Genzymes aggregate liability in
respect of claims for indemnification arising from the breach of, or inaccuracy
in, an representation or warranty pursuant to  
 [**] = Portions of this exhibit have been omitted pursuant to a
confidential treatment request. An unredacted version of this exhibit has been
filed separately with the Commission.  103


Section 13.2.1(a) and
claims brought after the Closing arising from the breach of any covenant or
agreement to be performed prior to the Closing pursuant to Section 13.1.1(b) will
not exceed [**]; provided, however, that, except as provided in Section 13.2.3,
the foregoing limitations will not apply to (a) claims for indemnification
pursuant to [**] or (b) claims based upon fraud or intentional
misrepresentation.  Except as provided in
Section 13.2.3, claims for indemnification pursuant to [**] are not
subject to the limitations set forth in this Section 13.2.2.  13.2.3           Lost Profits.  GENZYME AND ITS AFFILIATES SHALL HAVE NO
LIABILITY FOR ANY CLAIM BY BAYER OR ITS AFFILIATES FOR ANY LOST PROFITS ARISING
UNDER THIS AGREEMENT, EXCEPT TO THE EXTENT SPECIFICALLY PERMITTED UNDER THIS SECTION 13.2.3.  The recovery for any amounts of lost profits
from Genzyme and its Affiliates under this Agreement and any Ancillary
Agreements shall be applied against the Maximum Liability Cap.  Lost profits will be recoverable under this
Agreement and the Ancillary Agreements from Genzyme only to the extent the
total of (x) [**] plus (y) [**], do not exceed the Maximum Indemnity
Cap.  For purposes of this provision,
that portion of any Loss arising under the Agreement or any Ancillary Agreement
constituting lost profits damages will be subject to the Maximum Indemnity Cap,
as provided herein, even in cases where other portions of such Loss will not be
subject to the Maximum Indemnity Cap. 
The parties acknowledge and agree that the limitations of this Section 13.2.3
will not apply with respect to any Third Party Claim or any Liability with
respect to Genzymes fraud or criminal acts.  13.3.        Time for Claims. 
All representations and warranties and all covenants, to the extent
required to be performed prior to the Closing, set forth herein will survive
the Closing for the time period set forth below, provided, however,
that no claim may be made or suit instituted seeking indemnification pursuant
to Section 13.1.1(a) or 13.2.1(a) of this Agreement or with
respect to breach of covenants or agreements to be performed prior to the
Closing pursuant to Sections 13.1.1(b) or 13.2.1(b) of this
Agreement, unless the claiming party provides notice as specified in
Section 15.1 within the following time periods:  (a)   [**], in the case of any breach of, or inaccuracy in, the
representations and warranties set forth in Sections 6.1 (Organization),
6.2 (Power and Authorization), 6.4(e) (Breach of Organizational
Documents), 6.8 (Assets), 6.10.4 (Intellectual Property; Title), 6.19 (No
Brokers), 7.1 (Organization), 7.2 (Power and Authorization), 7.4(d) (Breach
of Organizational Documents) or 7.5 (No Brokers);  (b)   [**], in the case of any claim or suit based upon fraud or
intentional misrepresentation;  (c)   [**] in the case of any breach of, or inaccuracy in, the
representations and warranties set forth in Section 6.12 (Tax Matters);
and  (d)   [**] after the Closing Date, in the case of any breach of, or
inaccuracy in,  
 [**] = Portions of this exhibit have been omitted pursuant to a confidential
treatment request. An unredacted version of this exhibit has been filed
separately with the Commission.  104


any other representation and
warranty in this Agreement or breach of any covenant, to the extent required to
be performed prior to the Closing Date (other than covenants relating to Taxes,
with are not subject to the limitations of this Section 13.3).  [**].  No claim for Loss by Genzyme shall be deemed
to have survived, and shall be deemed waived, if written notice has not been
provided to Bayer within one year of actual knowledge of such Loss by the
Genzyme individuals set forth on Schedule 13.3(A).  No claim for Loss by Bayer shall be deemed to
have survived, and shall be deemed waived, if written notice has not been
provided to Genzyme within one year of actual knowledge of such Loss by the
Bayer individuals set forth on Schedule 13.3(B).  For avoidance of doubt,
claims will be deemed to have been made within the survival period if a reasonably
complete description of the claim based upon the facts available at the time is
presented by the party seeking indemnification to the Indemnifying Party within
the specified time period herein.  13.4.        Third Party Claims.  13.4.1           Notice of Claim.  If any third party notifies an Indemnified
Party with respect to any matter (a Third Party Claim) that may give
rise to an Indemnified Claim against an Indemnifying Party under this
Section 13, then the Indemnified Party will promptly give written notice to
the Indemnifying Party; provided, however, that no delay on the
part of the Indemnified Party in notifying the Indemnifying Party will relieve
the Indemnifying Party from any obligation under this Section 13, except
to the extent such delay actually and materially prejudices the Indemnifying
Party.  13.4.2           Assumption of Defense, etc.  The Indemnifying Party will be entitled to
participate in the defense of any Third Party Claim (including a claim for
Taxes) that is the subject of a notice given by the Indemnified Party pursuant
to Section 13.4.1.  In addition, the
Indemnifying Party will have the right to defend the Indemnified Party against
the Third Party Claim with counsel of its choice reasonably satisfactory to the
Indemnified Party so long as (a) the Indemnifying Party gives written
notice to the Indemnified Party within [**] calendar days after the Indemnified
Party has given notice of the Third Party Claim that the Indemnifying Party
will indemnify the Indemnified Party from and against the entirety of any and
all Losses the Indemnified Party may suffer resulting from, arising out of,
relating to, in the nature of, or caused by the Third Party Claim; (b) the
Third Party Claim involves only money damages and does not seek an injunction
or other equitable relief against the Indemnified Party; (c) the
Indemnified Party has not been advised by counsel that an actual or potential
conflict exists between the Indemnified Party and the Indemnifying Party in
connection with the defense of the Third Party Claim; (d) the Third Party
Claim does not relate to or otherwise arise in connection with Taxes or any
criminal or regulatory enforcement Action;(e) settlement of an adverse judgment with respect to or the
Indemnifying Partys conduct of the defense of the Third Party Claim is not, in
the good faith judgment of the Indemnified  
 [**] = Portions of this exhibit have been omitted pursuant to a
confidential treatment request. An unredacted version of this exhibit has been
filed separately with the Commission.  105


Party, reasonably likely to be materially adverse to the Indemnified
Partys reputation or continuing business interests (including its
relationships with current or potential customers, suppliers or other parties
material to the conduct of its business);and (f) the
Indemnifying Party conducts the defense of the Third Party Claim actively and
diligently.  The Indemnified Party may
retain separate co-counsel at its sole cost and expense and participate in the
defense of the Third Party Claim; provided, however, that the
Indemnifying Party will pay the fees and expenses of separate co-counsel
retained by the Indemnified Party that are incurred prior to Indemnifying Partys
assumption of control of the defense of the Third Party Claim.  13.4.3           Limitations on Indemnifying Party.  The Indemnifying Party will not consent to
the entry of any judgment or enter into any compromise or settlement with
respect to the Third Party Claim without the prior written consent of the
Indemnified Party unless such judgment, compromise or settlement (a) provides
for the payment by the Indemnifying Party of money as sole relief for the
claimant; (b) results in the full and general release of the Genzyme
Indemnified Persons or Bayer Indemnified Persons, as applicable, from all
liabilities arising or relating to, or in connection with, the Third Party
Claim; and (c) involves no finding or admission of any violation of Legal
Requirements or the rights of any Person and no effect on any other claims that
may be made against the Indemnified Party. 
Notwithstanding any provision to the contrary in Section 13.4.2 and
13.4.3, Bayer shall have the full and unrestricted right to defend, with counsel
of its own choosing, any Action and negotiate and settle any Action initiated
against it by any Governmental Authority which may in Bayers judgment,
exercised in good faith, materially affect operations and activities of Bayer
beyond the Business, even though such defense or settlement may or will also
affect the Business, provided, however, that, if permitted by
applicable Legal Requirements, Bayer notifies Genzyme of any such Action, keeps
Genzyme apprised of material developments with respect to such Action and
consults with Genzyme regarding such Action from time to time and nothing in
this sentence excuses Bayer from performing its obligations under this
Agreement or under the Ancillary Agreements.  13.4.4           Indemnified Partys Control.  If the Indemnifying Party does not deliver
the notice contemplated by clause (a) of Section 13.4.2 within [**]
calendar days after the Indemnified Party has given notice of the Third Party
Claim, or otherwise at any time fails to conduct the defense of the Third Party
Claim actively and diligently, the Indemnified Party may defend and may consent
to the entry of any judgment or enter into any compromise or settlement with
respect to, the Third Party Claim in any manner it may deem appropriate (and
the Indemnified Party need not consult with, or obtain any consent from, the
Indemnifying Party in connection therewith). 
If such notice is given on a timely basis and the Indemnifying Party
conducts the defense of the Third Party Claim actively and diligently but any
of the other conditions in Section 13.4.2 is or becomes unsatisfied, the
Indemnified Party may defend, and may consent to the entry of any judgment or
enter into any compromise or settlement with respect to, the Third Party Claim;
provided, however, that the Indemnifying Party will not be bound
by the entry of any such judgment consented to, or any such compromise or
settlement effected, without  
 [**] = Portions of this exhibit have been omitted pursuant to a
confidential treatment request. An unredacted version of this exhibit has been
filed separately with the Commission.  106


its prior written consent
(which consent will not be unreasonably withheld or delayed).  In the event that the Indemnified Party
conducts the defense of the Third Party Claim pursuant to this
Section 13.4.4, the Indemnifying Party will (a) advance the
Indemnified Party promptly and periodically for the costs of defending against
the Third Party Claim (including reasonable attorneys fees and expenses) and (b) remain
responsible for any and all other Losses that the Indemnified Party may incur
or suffer resulting from, arising out of, relating to, in the nature of or
caused by the Third Party Claim to the fullest extent provided in this
Section 13.  13.4.5           Consent to Jurisdiction Regarding
Third Party Claim.  Genzyme and
Bayer, each in its capacity as an Indemnifying Party, hereby consents to the
non-exclusive jurisdiction of any court in which any Third Party Claim may be
brought against any Indemnified Party for purposes of any claim which such
Indemnified Party may have against such Indemnifying Party pursuant to this
Agreement in connection with such Third Party Claim, and in furtherance
thereof, the provisions of Section 15.12 are incorporated herein by
reference, mutatis mutandis.  13.5.        Remedies Cumulative. 
The rights of each Genzyme Indemnified Person and Bayer Indemnified
Person under this Section 13 are cumulative, and each Genzyme Indemnified
Person and Bayer Indemnified Person, as the case may be, will have the right in
any particular circumstance, in its sole discretion, to enforce any provision
of this Section 13 without regard to the availability of a remedy under
any other provision of this Section 13. 
However, in no event shall either party be entitled to recover the same
Loss more than once.  13.6.        Exclusive Remedy.  FROM AND AFTER THE CLOSING, AND EXCEPT AS SET
FORTH IN SECTION 8.10.3 AND 15.13, THE INDEMNIFICATION PROVISIONS PROVIDED
IN THIS SECTION 13 SHALL BE THE SOLE AND EXCLUSIVE REMEDIES OF THE PARTIES
FOR RESOLUTION OF THE MATTERS SPECIFIED IN SECTIONS 13.1.1 AND 13.2.1,
EXCEPT FOR INDEMNIFICATION RELATED TO A PARTYS (A) FRAUD OR (B) CRIMINAL
ACTS.  13.7.        Limitation of Liability.  NO PARTY SHALL BE LIABLE TO ANY OTHER PARTY
FOR ANY CLAIMS FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, BUSINESS
INTERRUPTION, EXEMPLARY OR INDIRECT DAMAGES, ARISING UNDER STATUTE, IN
TORT, OR CONTRACT.  NO PARTY SHALL BE
LIABLE TO ANY OTHER PARTY FOR ANY CLAIMS FOR LOST PROFITS ARISING UNDER STATUTE, IN
TORT, OR IN CONTRACT IF THE CLOSING DOES NOT OCCUR.  THE FOREGOING LIMITATION WILL NOT APPLY TO
LIMIT ANY PARTYS LIABILITY WITH RESPECT TO (A) A THIRD PARTY CLAIM, (B) FRAUD
OR (C) CRIMINAL ACTS.  13.8.        Insurance.  During the Term of this Agreement and for a
period of at least [**] years following the expiration or earlier termination
of the Term of this Agreement, each of Bayer and Genzyme shall maintain, at its
sole cost and expense, general liability insurance, including product liability
coverage, with bodily injury, death and property damage limits, in  
 [**] = Portions of this exhibit have been omitted pursuant to a
confidential treatment request. An unredacted version of this exhibit has been
filed separately with the Commission.  107


such amounts and with such
scope of coverage as is consistent with drug industry standards.  Each of Bayer and Genzyme shall have its
insurance carrier furnish to the other party certificates stating that all
insurance required under this Agreement is in force.  Such certificates shall indicate any
deductible and self-insured retention and the effective expiration dates of the
policies.  All certificates are to
stipulate that the other party shall be given thirty (30) days written notice
of all cancellation, non-renewal or material changes in policy.  Each of Bayer and Genzyme shall be named as
an additional insured on all insurance policies obtained by the other party in
accordance with this Section 13.8. 
Each of Bayer and Genzyme also agrees to waive and will use its
commercially reasonable efforts to require its insurers to waive all rights of
subrogation against each others Affiliates and Representatives on all of the
foregoing coverages.  13.9.        Insurance Recoveries.  If an Indemnified Party has acquired insurance
in compliance with Section 13.8 or otherwise, and such coverage is
available to offset Losses incurred or suffered by such Indemnified Party, such
Indemnified Party shall not be entitled to indemnification from the
Indemnifying Party for such Losses under Article 13 to the extent such
Indemnified Party has actually received cash payments from such insurers, net
of any reasonably expected increase in premiums resulting therefrom.  In each such instance, the Indemnified Party
shall use its commercially reasonable efforts to recover for some or all of
such Losses under applicable insurance policies.  13.10.      Disclaimer.  EACH PARTY MAKES NO REPRESENTATIONS OR
WARRANTIES, EXPRESS OR IMPLIED, OTHER THAN THOSE EXPRESSLY MADE IN THIS
AGREEMENT.  ALL OTHER WARRANTIES, EXPRESS
OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED.  14.        TAX MATTERS  14.1.        Tax Sharing Agreements.  All Tax sharing agreements or similar agreements
and all powers of attorney that relate in any way tothe Acquired Assets, the Business-Specific Licensed IP
or the Shared Licensed IP (with regard to the Shared Licensed IP, to the extent
they would affect Genzymes rights to such Shared Licensed IP under this
Agreement)or the Bayer Business will be terminated prior to the Closing or
amended so that they no longer apply tothe Acquired Assets, the Business-Specific Licensed IP or the Shared
Licensed IP (with regard to the Shared Licensed IP, to the extent they would
affect Genzymes rights to such Shared Licensed IP under this Agreement)or the Business
and, after the Closing, no such agreement or power of attorney will have any
effect onthe Acquired Assets, the
Business-Specific Licensed IP or the Shared Licensed IP (with regard to the
Shared Licensed IP, to the extent they would affect Genzymes rights to such
Shared Licensed IP under this Agreement)or the Business.  14.2.        Certain Taxes and Fees.  Subject to Section 4.3.5,  and except as otherwise provided in the
Purchase and Sale Agreement, all transfer, documentary, sales, use, stamp,  
 [**] = Portions of this exhibit have been omitted pursuant to a
confidential treatment request. An unredacted version of this exhibit has been
filed separately with the Commission.  108


registration, excise and other similar Taxes
(but excluding income Taxes), and any conveyance fees or recording charges
incurred in connection with the Contemplated Transactions, will be [**].  Bayer will file (or caused to be filed) all
necessary Tax Returns and other documentation with respect to all such Taxes,
fees and charges and, if required by applicable law, Genzyme will (and will
cause its Affiliates to) join in the execution of any such Tax Returns and
other documentation.  The Parties hereby (a) acknowledge
that section 82.04.500 of the Revised Code of Washington expresses the
legislative intent that the Washington business and occupation tax be imposed
upon persons engaged in business and be considered an item of overhead and (b) agree
that section 82.04.500 of the Revised Code of Washington to the contrary
notwithstanding, Genzyme shall [**] pursuant to the terms of this Section 14.2.  14.3.        Rev. Proc. 2004-53. 
Genzyme will determine whether to implement either the standard or the
alternate procedure set forth in Revenue Procedure 2004-53, and Bayer will
cooperate in such implementation.  14.4.        Tax Record Retention; Cooperation on Tax Matters.  Each of Genzyme, Bayer and their respective
Affiliates will retain all Tax records relating to the Bayer Business,the Acquired Assets, the Business-Specific Licensed IP
or the Shared Licensed IP (with regard to the Shared Licensed IP, to the extent
they would affect Genzymes rights to such Shared Licensed IP under this
Agreement)until the expiration of the applicable statute of limitations
(including any extensions thereof). 
Genzyme, Bayer and their respective Affiliates will cooperate fully, as
and to the extent reasonably requested by the other party, in connection with
any Tax matters relating to the Bayer Business,the Acquired Assets, the Business-Specific Licensed IP or the Shared
Licensed IP (with regard to the Shared Licensed IP, to the extent they would
affect Genzymes rights to such Shared Licensed IP under this Agreement)(including by
the provision of reasonably relevant records or information).  The party requesting such cooperation will
pay the reasonable out-of-pocket expenses of the other party.  14.5.        Apportionment of Ad Valorem Taxes.  14.5.1           All real property taxes, personal
property taxes, and similar ad valorem obligations levied with respect tothe Acquired Assets, the Business-Specific Licensed IP
or the Shared Licensed IP (with regard to the Shared Licensed IP, to the extent
it would affect Genzymes rights to such Shared Licensed IP under this
Agreement)for a taxable period that includes (but does not end on) the Closing
Date (collectively, the Apportioned Taxes) will be apportioned between
Bayer and Genzyme (or, as appropriate, their respective Affiliates) based on
the number of days of the taxable period prior to the Closing Date and the
number of days in the full taxable period. 
Bayer, or, as appropriate, its Affiliates, will be liable for the
proportionate amount of Apportioned Taxes attributable to days before or on the
Closing Date and Genzyme, or, as appropriate, its Affiliates, will be liable
for the proportionate amount attributable to days after the Closing Date.  
 [**] = Portions of this exhibit have been omitted pursuant to a
confidential treatment request. An unredacted version of this exhibit has been
filed separately with the Commission.  109


14.5.2           Apportioned Taxes will be timely
paid, and all applicable filings, reports and returns will be filed as provided
by applicable Legal Requirements.  The
paying party will be entitled to reimbursement from the non-paying party in
accordance with Section 14.5.1. 
Upon payment of Apportioned Taxes, the paying party will present a
statement to the non-paying party setting forth the amount of the reimbursement
to which the paying party is entitled under Section 14.5.1 together with
such supporting evidence as is reasonably necessary to calculate the amount to
be reimbursed.  The non-paying party will
reimburse the paying party no later than [**] Business Days after the
presentation of  the statement.  Any payment not made within that time will
bear interest from the payment due date until, but excluding, the date of the
payment at an annual rate equal to the Prime Rate as published in The Wall
Street Journal, East Coast Edition, in effect from time to time during the
applicable period.  Such interest will be
payable at the same time as the payment to which it relates and will be
calculated daily on the basis of a year of 365 days without compounding.  14.6.        Assignment of Agreement.  The parties agree that if a partys
assignment of this Agreement or any of its rights, interests or obligations
hereunder (or any other designation of another person to perform any payment
obligation of the party) creates any additional Tax obligations or Tax
Liabilities for the non-assigning party or its Affiliates (including any new or
increased Tax withholding obligation by the assigning party or any of its
Affiliates on payments made under this Agreement), the assigning party will
reimburse the non-assigning party or its Affiliates for any such additional Tax
obligations or Liabilities created by the assignment, and shall gross-up the
non-assigning party or its Affiliate for additional Taxes resulting from
reimbursements, until the non-assigning party or its Affiliates is made
whole.  In the case of a new or increased
Tax withholding obligation, the assigning party shall pay to the non-assigning
party or its Affiliate the full amount of the payment that would have been due
prior to the new or increased withholding obligation, and the assigning party
shall nevertheless be responsible to withhold and pay the amount to required by
applicable Legal Requirements to the appropriate Governmental Authority.  The reimbursement, gross-up and payment
obligations pursuant to this Section 14.6 will be reduced by any Tax
benefit actually received by the non-assigning party or its Affiliates (whether
in the year of payment or a future period).  15.        MISCELLANEOUS  15.1.        Notices.  All
notices, requests, demands, claims and other communications required or
permitted to be delivered, given or otherwise provided under this Agreement
must be in writing and must be delivered, given or otherwise provided:  (a)   by hand (in which case, it will be effective upon delivery);  (b)   by facsimile (in which case, it will be effective upon receipt of
confirmation of good transmission); or  (c)   by overnight delivery by a nationally recognized courier service
(in which  
 [**] = Portions of this exhibit have been omitted pursuant to a
confidential treatment request. An unredacted version of this exhibit has been
filed separately with the Commission.  110


case, it will be effective
on the Business Day after being deposited with such courier service);  in
each case, to the address (or facsimile number) listed below:  ·
  If
  to Bayer, to it at:Bayer Schering Pharma AGBerlin 13342 GermanyTelephone
  number:
  +49-30-468-1111Facsimile
  number:
  +49-30-468-15305Attention:
  Chairman
  of the Board of Management·
  with
  a copy to:Bayer Schering Pharma AGBerlin 13342 GermanyTelephone
  number:
  +49-30-468-1111Facsimile
  number:
  +49-30-468-15305Attention:
  General
  Counsel·
  with
  a copy to:Fulbright &
  Jaworski L.L.P.801
  Pennsylvania Avenue, NWWashington,
  DC 20004Telephone
  number:
  202-662-0200Facsimile
  number:
  202-662-4643Attention:
  Marilyn
  Mooney, Esq.·
  If
  to Genzyme, to it:Genzyme
  Corporation500
  Kendall SquareCambridge,
  MA 02142Telephone
  number:
  617-252-7500Facsimile
  number:
  617-252-7600Attention:
  President,
  Oncology and Multiple Sclerosis·
  with
  a copy to:Genzyme
  Corporation500
  Kendall SquareCambridge,
  MA 02142  
 [**] = Portions of this exhibit have been omitted pursuant to a
confidential treatment request. An unredacted version of this exhibit has been
filed separately with the Commission.  111


Telephone
  number:
  617-252-7500Facsimile
  number:
  617-252-7600Attention:
  General
  Counsel  Each
of the parties to this Agreement may specify different address or facsimile
number by giving notice in accordance with this Section 15.1 to each of
the other parties hereto.  15.2.        Succession and Assignment.  Subject to subsections (a) through (g) below,
this Agreement will be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns, each of which
such successors and permitted assigns will be deemed to be a party hereto for
all purposes hereof.  (a)           No party may assign, delegate or otherwise transfer either
this Agreement or any of its rights, interests, or obligations hereunder
without the prior written approval of the other parties.  (b)           Notwithstanding subsection (a) each party, upon
providing the other parties written notice, may without the consent of the
other parties, (i) assign any or all of its rights and interests hereunder
to one or more of its Affiliates and/or designate one or more of its Affiliates
to be a purchaser of some or all of the Acquired Assets, an assumer of some or
all of the Assumed Liabilities or a licensee of some or all of the Licensed IP,
(ii) designate one or more of its Affiliates to perform its obligations
hereunder, in each case, so long as the assigning party is not relieved of any
Liability hereunder and so long as any such Affiliate remains such partys
Affiliate; provided, however, that such Affiliate assignee(s) provide
the other parties with written acknowledgement of and agreement to the
assigning partys obligations under the Agreement that were assigned to it.  (c)           Notwithstanding Subsection (a), Genzyme, upon
providing Bayer prior written notice, may without the consent of Bayer, assign
and delegate to a third party the licenses to the Business-Specific Licensed IP
granted in Section 2.1.1(a), and all rights and obligations related to the
Business-Specific Licensed IP, so long as Genzyme is not relieved of any
Liability hereunder and such assignment is a Qualified Assignment.  (d)           Notwithstanding Subsection (a) each party (or
its permitted successive assignees or transferees hereunder), upon providing
the other parties prior written notice, may without the consent of the other
parties, assign or transfer this Agreement as a whole to an entity that
succeeds to all or substantially all of the business or assets of such party or
in the case of Genzyme, substantially all of the Licensed Products, in each
case, so long as the assigning party is not relieved of any Liability hereunder
and such assignment is a Qualified Assignment.  
 [**] = Portions of this exhibit have been omitted pursuant to a
confidential treatment request. An unredacted version of this exhibit has been
filed separately with the Commission.  112


(e)           For the purposes of this Agreement, a Qualified
Assignment means any transaction that:  (i)is made in
compliance with applicable Legal Requirements, including securities, tax and
corporation laws;  (ii)includes the
assignees written acknowledgement of and agreement to all of the assigning
partys obligations under the Agreement;  (iii)is made to an
assignee that is, and will be after giving effect to the relevant assignment
will be, Solvent;  (iv)is made to an
assignee that is not subject at the time of such assignment to any order,
decree or petition providing for (A) the winding-up or liquidation of such
Person, (B) the appointment of a receiver over the whole or part of the
assets of such Person or (C) the bankruptcy or administration of such Person;
and  (v)is not a
voidable fraudulent conveyance; and  (vi)has been made
in compliance with Section 14.6.  (f)            Notwithstanding subsections (e)(i) through (v) above,
(i) each party may at any time assign its rights, interests and
obligations provided for hereunder to any Person by merger or (ii) with
the prior written consent of the other parties.  (g)           For purposes of this Section 15.2, Solvent
means, with respect to any Person as on any date of determination, that as of
such date, (i) the value of the assets of such Person is greater than the
total amount of liabilities (including contingent and unliquidated liabilities)
of such Person, (ii) such Person is able to pay all liabilities of such
Person as such liabilities mature and (iii) such Person does not have
unreasonably small capital.  In computing
the amount of contingent or unliquidated liabilities at any time, such
liabilities shall be computed at the amount that, in light of all the facts and
circumstances existing at such time, represent the amount that can reasonably
be expected to become an actual or matured liability.  In computing the value of the assets of a
Person, the value shall be determined in the context of current facts and
circumstances affecting such Person.  15.3.        Amendments and Waivers.  No amendment or waiver of any provision of
this Agreement will be valid and binding unless it is in writing and signed, in
the case of an amendment, by each party hereto, or in the case of a waiver, by
the party against whom the  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  113


waiver is to be effective.  No waiver by any party of any breach or
violation or, default under or inaccuracy in any representation, warranty,
agreement or covenant hereunder, whether intentional or not, will be deemed to
extend to any prior or subsequent breach, violation, default of, or inaccuracy
in, any such representation, warranty, agreement or covenant hereunder or
affect in any way any rights arising by virtue of any prior or subsequent such
occurrence.  No delay or omission on the
part of any party in exercising any right, power or remedy under this Agreement
will operate as a waiver thereof.  15.4.        Entire Agreement. 
This Agreement, together with the other Ancillary Agreements and any
documents, instruments and certificates explicitly referred to herein,
constitutes the entire agreement among the parties hereto with respect to the
subject matter hereof and supersedes any and all prior discussions,
negotiations, proposals, undertakings, understandings and agreements, whether
written or oral, with respect thereto.  15.5.        Counterparts. 
This Agreement may be executed in any number of counterparts, each of
which will be deemed an original, but all of which together will constitute but
one and the same instrument.  This
Agreement will become effective when duly executed by each party hereto.  15.6.        Severability. 
Any term or provision of this Agreement that is invalid or unenforceable
in any situation in any jurisdiction will not affect the validity or
enforceability of the remaining terms and provisions hereof or the validity or
enforceability of the offending term or provision in any other situation or in
any other jurisdiction.  In the event
that any provision hereof would, under applicable Legal Requirements, be
invalid or unenforceable in any respect, each party hereto intends that such
provision will be construed by modifying or limiting it so as to be valid and
enforceable to the maximum extent compatible with, and possible under,
applicable Legal Requirements.  15.7.        Headings.  The
headings contained in this Agreement are for convenience purposes only and will
not in any way affect the meaning or interpretation hereof.  15.8.        Construction. 
The parties have participated jointly in the negotiation and drafting of
this Agreement.  In the event an
ambiguity or question of intent or interpretation arises, this Agreement will
be construed as if drafted jointly by the parties and no presumption or burden
of proof will arise favoring or disfavoring any party by virtue of the
authorship of any of the provisions of this Agreement.  The parties intend that each representation,
warranty and covenant contained herein will have independent significance.  If any party has breached or violated, or if
there is an inaccuracy in, any representation, warranty, agreement or covenant
contained herein in any respect, the fact that there exists another
representation, warranty, agreement or covenant relating to the same subject
matter (regardless of the relative levels of specificity) which the party has
not breached or violated, or in respect of which there is not an inaccuracy,
will not detract from or mitigate the fact that the party has breached or
violated, or there is an inaccuracy in, the first representation, warranty,
agreement or covenant.  Provisions in
this Agreement relating to jurisdiction, venue, governing law or other aspects
of dispute resolution that expressly refer to the negotiation or  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  114


performance of this
Agreement are not intended to alter the application of principles under New
York law relating to the construction or interpretation of contracts.  15.9.        Governing Law. 
Except as otherwise expressly provided for in this Agreement, this
Agreement, the rights of the parties and all Actions arising in whole or in
part under or in connection with this Agreement or the negotiation or performance
hereof, will be governed by and construed in accordance with the domestic
substantive laws of the State of New York, without giving effect to any choice
or conflict of law provision or rule that would cause the application of
the laws of any other jurisdiction.  15.10.      Dispute Resolution.  15.10.1         Prior to initiating arbitration,
Genzyme and Bayer will negotiate in good faith to resolve, pursuant to the
procedures described in Section 15.10.2, any dispute, controversy,
difference or Action asserted by a Bayer Indemnified Person against Genzyme or
by a Genzyme Indemnified Person against Bayer arising out of or related to this
Agreement or the negotiation or performance hereof (a Claim),
including any Claim for indemnification pursuant to Article 13 hereof, but
excluding any Claim for indemnification between the Parties governed by Section 13.4.5.  Notwithstanding the foregoing, either party
may apply to any court having jurisdiction pursuant to Section 15.12
without negotiating to resolve the Claim pursuant to Section 15.10.2 with
respect to any Action seeking preliminary or emergency injunctive relief in
accordance with Section 15.11.11 or any Action seeking equitable relief as
contemplated by Sections 8.10.3 or 15.13.  15.10.2         Bayer or Genzyme may give the other
party written notice of a Claim not resolved in the normal course of business (Notice
of Dispute).  Within [**] Business
Days after delivery of such Notice of Dispute, executives of Bayer and Genzyme
who have authority to settle the Claim shall agree to meet at a mutually
acceptable time and place, and thereafter as often as they reasonably deem
necessary, to consult and negotiate with each other in good faith and,
recognizing their mutual interests, attempt to reach a just and equitable
solution satisfactory to such parties. 
If the Claim has not been resolved within [**] days of the first meeting
of such executives (or, if the parties are unable to mutually agree upon an
acceptable time and place to meet, within [**] days of the disputing partys
Notice of Dispute), Genzyme or Bayer may, by notice to the other party (Dispute
Escalation Notice), refer the Claim to the respective officers of the
parties designated below.  For Bayer:
  Chief Executive OfficerFor Genzyme:
  Chief Executive Officer  Such officers shall
negotiate in good faith to resolve the Claim in a manner satisfactory to
Genzyme and Bayer within [**] days of the Dispute Escalation Notice.  In the event the  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  115


Claim is not resolved within
such [**] day period, either party may initiate arbitration pursuant to Section 15.11.  15.11.      Arbitration.  15.11.1         Subject to Sections 15.10.1 and
15.10.2, any Claim required pursuant to Section 15.10.1 to be negotiated
pursuant to Section 15.10.2, or any other claim or dispute that the
parties agree in writing to arbitrate, shall be settled by arbitration
administered by the American Arbitration Association in accordance with the
then current Commercial Rules of the American Arbitration Association
including the Procedures for Large, Complex Commercial Disputes (including the Optional
Rules for Emergency Measures of Protection) (AAA Rules), except
that any such arbitration must be conducted in accordance with the remainder of
this Section 15.11.  Except as
expressly limited by Section 15.11.7, the arbitrators shall have the authority
to grant any equitable and legal remedies that would be available in any
judicial proceeding instituted to resolve a disputed matter.  15.11.2         Number and Selection of Arbitrators.  The number of arbitrators shall be three (3),
who shall be selected as follows:  each
of Bayer, on the one hand, and Genzyme on the other hand, shall choose one (1) arbitrator
within [**] Business Days of either initiating or receiving notice of an
arbitration (as the case may be), and those party-appointed arbitrators shall
unanimously select one (1) chairman arbitrator within [**] Business Days
of the appointment of the last party-appointed arbitrator, who shall be a
lawyer admitted to practice in New York for at least fifteen (15) years, and
who is experienced with disputes in merger and acquisition transactions (Qualifications).  If the party-appointed arbitrators are unable
to agree upon the selection of the third arbitrator within [**] Business Days
of the appointment of the last party appointed arbitrator, such chairman
arbitrator shall be selected by the AAA within [**] Business Days and shall
have Qualifications.  15.11.3         Place and Language of Arbitration.  The place of arbitration shall be New York,
New York, at a suitable venue to be agreed by the parties and arbitrators
within [**] Business Days of the appointment of the chairman arbitrator.  The proceedings shall be conducted in the
English language.  15.11.4         Binding Decision.  The decision and award of the arbitral
tribunal shall be made by majority decision and shall be final, nonappealable
and binding on the parties hereto and their successors and assigns.  The arbitral award shall be accompanied by a
reasoned opinion.  15.11.5         Allocation of Costs.  The decision and award of the arbitral
tribunal shall include a decision regarding the allocation of costs relating to
any such arbitration.  For purposes of
this subsection, costs shall include reasonable attorneys fees and
reasonable experts fees actually incurred with respect to the arbitration
proceeding.  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  116


15.11.6         Interest.  The arbitral award may include both pre-and
post-award interest, at a rate to be determined by the arbitral tribunal.  15.11.7         Limitation of Damages.  The arbitral tribunal shall be empowered to
award damages only to the extent of actual damages suffered, and only to the
extent consistent with Section 13.7.  15.11.8         Period for Arbitration.  (a)   The arbitration shall be completed no later than [**] after the
selection of the chairman arbitrator, unless the chairman arbitrator
determines, at the request of any party or on his or her own initiative, that
such time period should be extended, in which case such time period may not be
extended beyond an additional [**] months.  (b)   Notwithstanding any provision of the AAA Rules: (i) each of
Genzyme and Bayer shall be permitted to serve up to twenty (20)
interrogatories, and to take at least five (5) depositions of the other
party, in addition to exchange of documents, exhibits and information as
provided for in the AAA Rules, on dates and locations to be mutually agreed
upon (or, failing such agreement, as the chairman arbitrator shall select after
hearing from the parties); (ii) any documents not in English that are
produced by a party shall be accompanied by a translation into English, which
translation shall not be binding upon the other party or the arbitrators; (iii) each
of Genzyme and Bayer covenant and agree that it shall produce documents,
information, and deposition and hearing witnesses, as required by this Section 15.11.8
and as otherwise required by the AAA Rules; and (iv) subpoenas to
non-parties, for production of documents and/or for testimony, shall be issued
at the request of a party, up to ten (10) subpoenas per party.  The parties will make their respective
employees, and will use commercially reasonable efforts to make their former
employees, available for depositions and hearing testimony as requested by the
other parties.  15.11.9         Enforcement of Judgment.  Judgment on the arbitral award may be entered
in any court having jurisdiction thereof.  15.11.10       Confidentiality.  Except as required by Legal Requirements or
as required for recognition and enforcement of the arbitral decision and award,
neither a party nor an arbitrator may disclose the existence, content or
results of any arbitration hereunder without the prior written consent of the
parties.  Any documents submitted to the
arbitrators shall be kept confidential and shall not be disclosed, except that
any such documents may be disclosed in connection with any Action to collect
the award, or if any such documents are discoverable or admissible in any
Action in court contemplated by this Agreement.  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  117


15.11.11       Enforcement; Interim Measures;
Equitable Relief.  Notwithstanding
the provisions of Section 15.11, each party may apply to any court having
jurisdiction pursuant to Section 15.12.1 (a) to enforce the
arbitration provisions of this Agreement, (b) to seek provisional
injunctive relief so as to maintain the status quo (including, but not limited
to, maintaining the confidentiality of any arbitration proceedings and
non-public information) until the final arbitration award is rendered and is
finally judicially confirmed if challenged judicially, or the dispute is
otherwise resolved, or (c) to seek equitable relief as contemplated by Section 8.10.3
or 15.13.  15.12.      Jurisdiction; Venue; Service of
Process.  15.12.1         Jurisdiction.  Subject to the provisions of Sections 13.4.5,
15.10.1, 15.11 and 15.13, each party to this Agreement, by its execution
hereof, unless otherwise prohibited by applicable Legal Requirements (a) hereby
irrevocably submits to the exclusive jurisdiction of the state courts ofthe State of New York in the Borough of
Manhattan and to the United States District Court for the Southern District of
New York for the purpose of any Action between the parties arising in whole or
in part under or in connection with this Agreement or the negotiation or
performance hereof, (b) hereby waives and agrees not to assert, by way of
motion, as a defense or otherwise, in any such Action, any claim that it is not
subject personally to the jurisdiction of the above-named courts, that its
property is exempt or immune from attachment or execution, that any such Action
brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be
transferred or removed to any court other than one of the above-named courts,
or should be stayed by reason of the pendency of some other proceeding in any
court other than one of the above-named courts, or that this Agreement or the
subject matter hereof may not be enforced in or by such court and (c) to
the extent that an Action can be commenced in a court and not an arbitration,
agrees not to commence any such Action in any court other than before one of
the above-named courts.  Notwithstanding
the previous sentence, a party may commence any Action in a court other than
the above-named courts (i) for the purpose of enforcing an order or
judgment issued by one of the above-named courts and (ii) for the purposes
of asserting a cross-claim, counterclaim, third party action or similar forms
of action for indemnification under this Agreement in any Action commenced by
the other parties (subject to this Section 15.12.1), by any third party,
or by any Governmental Authority.  15.12.2         Venue.  Each party waives any claim and will not
assert that venue should properly lie in any other location within the selected
jurisdiction.  15.12.3         Service of Process.  Each party hereby (a) consents to
service of process in and commencement of any arbitration as permitted under the
AAA Rules; (b) consents to service of process in any Action between the
parties arising in whole or in part under or in connection with this Agreement
in any manner permitted by New York law, (c) agrees that service of
process made in accordance with clause (a) or (b) or made pursuant to
Section 15.1, will constitute good and valid service of process in any
Action and (d) waives and agrees not to assert (by way of motion, as a
defense, or otherwise) in any  
 [**] = Portions of this exhibit have been omitted
pursuant to a confidential treatment request. An unredacted version of this
exhibit has been filed separately with the Commission.  118


Action any claim that
service of process made in accordance with clause (a), (b) or (c) does
not constitute good and valid service of process.  15.13.      Specific Performance.  Each of the parties acknowledges and agrees
that the other parties would be damaged irreparably in the event any of the
provisions of this Agreement are not performed in accordance with their
specific terms or otherwise are breached or violated.  Accordingly, each of the parties agrees that,
without posting a bond or other undertaking, the other parties may seek an
injunction or injunctions to prevent breaches or violations of the provisions
of this Agreement and to enforce specifically this Agreement and the terms and
provisions hereof in any Action instituted in any court specified in
Section 15.12.1 or in an arbitration proceeding pursuant to Section 15.11.  An Action for specific performance as
provided herein shall not preclude a party from pursuing any other remedy to
which such party may be entitled, at law or in equity, in accordance with the
terms of this Agreement.  Each party
further agrees that, in the event of any Action for specific performance in
respect of such breach or violation, it will not assert that the defense that a
remedy at law would be adequate provided, however, each party
also agrees that any party can assert any other defense it may have other than
the defense of adequate remedy at law. 
The provisions of this Section 15.13 shall not apply to any Action
based upon any Section of this Agreement where the remedy sought is the
payment of money.  15.14.      Waiver of Jury Trial.  TO THE
EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, THE PARTIES
HEREBY WAIVE, AND COVENANT THAT THEY WILL NOT ASSERT (WHETHER AS PLAINTIFF,
DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN
WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE
NEGOTIATION OR PERFORMANCE HEREOF OR ANY OF THE CONTEMPLATED TRANSACTIONS,
WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT,
TORT OR OTHERWISE.  THE PARTIES AGREE
THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS
WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG
THE PARTIES IRREVOCABLY TO WAIVE ITS RIGHT TO TRIAL BY JURY IN ANY PROCEEDING
WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED
TRANSACTIONS AND THAT ANY SUCH TRIAL WILL INSTEAD BE TRIED IN A COURT OF
COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.  15.15.      Certain Rules of Construction.  Except as otherwise explicitly specified to
the contrary, (a) references to a Section, Article, Exhibit or
Schedule means a Section or Article of, or Schedule or Exhibit to
this Agreement, unless another agreement is specified, (b) the word including
will be construed as including without limitation, (c) references to a
particular statute or regulation include all rules and regulations
thereunder and any predecessor or successor statute, rules or regulation,
in each case as amended or otherwise modified from time to time, (d) words
in the singular or plural form include the plural and  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  119


singular form, respectively, (e) references
to a particular Person include such Persons successors and assigns to the
extent not prohibited by this Agreement and (f) the words shall and will
will have the same meaning.  15.16.      Third Party Beneficiaries.  Except as specifically provided herein, all
rights, benefits and remedies under this Agreement are solely intended for the
benefit of Genzyme and Bayer, and no third party shall have any rights
whatsoever to (i) enforce any obligation contained in this Agreement; (ii) seek
a benefit or remedy for any breach of this Agreement; or (iii) take any
other action relating to this Agreement under any legal theory, including but
not limited to, actions in contract, tort (including but not limited to negligence,
gross negligence and strict liability), or as a defense, setoff or counterclaim
to any action or claim brought or made by the parties.  [Remainder of Page is Intentionally Blank.]  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  120


IN
WITNESS WHEREOF, each of the undersigned has executed this Agreement as an
agreement under seal as of the date first above written.  BAYER SCHERING PHARMA AGBy:
  /s/
  Andreas FibigName:
  Andreas FibigTitle:
  Chief Executive OfficerBy:
  /s/
  Gunnar RiemanName:
  Gunnar RiemanTitle:
  Member of the BoardGENZYME CORPORATIONBy:
  /s/
  Mark J. EnyedyName:
  Mark J. EnyedyTitle:
  President, Oncology & Multiple Sclerosis  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.


Omitted Schedules to License and
Asset Purchase Agreement  Schedule 1A  Bayers Knowledge Schedule 1B  Business Domain Names Schedule 1C  Business-Specific Licensed Patents Schedule 1D  Business-Specific Licensed Trademarks Schedule 1E  Fully Loaded Standard Costs Schedule 1F  Retained Contracts Schedule 1G  Scheduled Employees Schedule 1H  Shared Licensed Patents Schedule 1I  Shared Licensed Trade Dress Schedule 1J  Shared Licensed Trademarks Schedule 2.1.2(a)  In-License Agreements Limiting Sublicensing of
Business-Specific Licensed IP Schedule 2.1.2(b)  In-License Agreements Limiting Sublicensing of
Shared Licensed IP Schedule 2.1.3(b)  Business-Specific Licensed IP Retained Rights Schedule 2.1.5(c)  Retained Names and Marks Schedule 2.1.5(e)  Retained Marks Schedule 2.1.5(f)  Retained Trade Dress Schedule 2.5  Consents Under In-License Agreements Schedule 6.3  Authorization of Governmental Authorities (Bayer) Schedule 6.4  Noncontravention (Bayer) Schedule 6.5  Financial Information Schedule 6.6  Inventory Schedule 6.7.1  Absence of Certain Developments Schedule 6.7.2  Advertising and Promotion Spending and Sales FTEs Schedule 6.8  Assets Schedule 6.10.1  Business Domain Names Schedule 6.10.2 Part A  Business-Specific Licensed IP Schedule 6.10.2 Part B  Shared Licensed IP Schedule 6.10.5  Validity and Enforceability Schedule 6.10.6  Orders Schedule 6.10.7A  Infringement and Misappropriation Schedule 6.10.7B  Third Party Infringement and Misappropriation Schedule 6.10.8  Royalties Schedule 6.10.9  Employees and Consultants Schedule 6.10.10  Litigation Schedule 6.10.11A  Completeness (In-Licenses That May Be
Sublicensed Without Consent) Schedule 6.10.11B  Completeness (In-Licenses That May Not Be
Sublicensed Without Consent) Schedule 6.11.2  Permits Schedule 6.11.3  Regulatory and Related Matters Schedule 6.12  Tax Matters Schedule 6.13.1  Employee Benefit Plans Schedule 6.13.6  Bayer Employee Plans Schedule 6.13.7  Severance and Termination-Related Benefits Schedule 6.14  Environmental Matters Schedule 6.15(a)  Transferred Contracts Schedule 6.15(b)  Joint Contracts Schedule 6.15(c)  Contractual Obligations Not Provided Schedule 6.16  Customers Schedule 6.17.1  Business Employees Schedule 6.17.2  Independent Contractors and Temporary Employees Schedule 6.17.3  Union Contracts Schedule 6.17.5  Business Employee Contracts Schedule 6.17.6  Redundancy Payments Schedule 6.18  Litigation; Governmental Orders  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.


Schedule 7.3  Authorization of Governmental Authorities (Genzyme) Schedule 7.4  Noncontravention (Genzyme) Schedule 8.11.5  Hired Employee Severance Schedule 8.19  Leukine Bulk Drug Substance Manufacturing Plan Schedule 8.23  NewCo Term Sheet Schedule 10.7  Consents Schedule 13.3A  Time for Claims (Genzyme) Schedule 13.3B  Time for Claims (Bayer)  Genzyme Corporation agrees to furnish supplementally a copy of any
omitted schedule to the Commission upon request.  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.


GENZYME CORPORATION 500 KENDALL STREET CAMBRIDGE, MA 
02142  Amended
and Restated as of December 7, 2009 and Effective as of May 29, 2009  Bayer Schering Pharma AG Berlin 13342 Germany  Re:License and Asset Purchase
Agreement (the License Agreement), dated as of March 30, 2009, between
Genzyme Corporation (Genzyme) and Bayer Schering Pharma AG (Bayer)  Ladies
and Gentlemen:  As
we have discussed, several changes to the License Agreement and the Fludara
Commercial Supply Agreement, dated the date hereof, by and between Bayer
Schering Pharma AG and Genzyme (the Fludara Supply Agreement), are
necessary to reflect, among other things, the recent agreement of Genzyme and
Bayer regarding the transfer of Inventory to Genzyme at and after the Closing,
including with respect to the countries listed on Exhibit A to this
letter (each, an Agency Model Country).  Terms capitalized but not defined in this
letter agreement are used as defined in the License Agreement.  A.Inventory Other
than Agency Model Inventory  Any
payment made by Genzyme Limited (for Ex-US-inventory) and any payment made by
Genzyme (for US-inventory) to Bayer at Closing pursuant to Section 4.1.2
of the License Agreement made at [**] with respect to Inventory other than
Agency Model Inventory (as defined below) (such Inventory is referred to as Non
Agency Inventory) will not be a payment made for the purchase of such
Inventory, but will instead serve as a deposit (the Non Agency Inventory
Deposit) held by Bayer to secure the payment obligations of Genzyme and
Genzymes Affiliates to Bayer and Bayers Affiliates described below with
respect to such Inventory.  These
payments and respective repayments shall be made in USD for US-inventory and in
EUR for inventory of all other countries. 
On or promptly following the Closing (and in any event, no later than
the fifth day after the Closing), Bayer shall and shall cause each Bayer
Affiliate which holds Non Agency Inventory to deliver to Genzyme or a Genzyme
Affiliate (as designated on Exhibit B) an invoice with respect to
the Non Agency Inventory it transferred to Genzyme or a Genzyme Affiliate at
the Closing.  The price for Non Agency
Inventory as set forth on such invoice shall be [**] of such Inventory as
reflected on the local books and records of Bayer or the applicable Bayer
Affiliate in the applicable local currency as of the Closing Date (the Local
Prices).  Such invoices shall
require payment by Genzyme or the applicable Genzyme Affiliate by the 30thday following the Closing Date.  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.


·On or before
the 30thday after the Closing Date, Genzyme shall, and
shall cause each Genzyme Affiliate designated on Exhibit B to, pay the
Local Prices set forth on each invoice plus any value-added or similar Tax (VAT)
set forth thereon to Bayer or the applicable Bayer affiliate.  ·Upon payment in
full of the invoices by Genzyme and its Affiliates, Bayer shall release the Non
Agency Inventory Deposit to Genzyme Limited (for Ex-US-inventory) and Genzyme
Corp. (for US-inventory).  ·Bayer shall
then pay to Genzyme Limited (for Ex-US-inventory) and Genzyme Corp. (for US-inventory)
an amount equal to the difference (Difference Amount) between (a) the
[**] set forth on the invoices described above and (b) the [**] of the Non
Agency Model Inventory invoiced as described above, in the case of both (a) and
(b) converted into Euros (except USA) as of the Closing Date at the
exchange rates published by Bloomberg or the European Central Bank (consistent
with the procedures described in Section 4.3.3 of the License Agreement)
or vice versa.  ·In any country
where the Parties agree that a local purchase agreement is required by law or
is advantageous under local law and enter into a definitive local purchase
agreement on or after the Closing Bayer shall pay to Genzyme Limited any amount
(excluding VAT) paid by a Genzyme Affiliate to a Bayer Affiliate according to
such local purchase agreement at Local Prices converted into Euro as of the
Closing Date at the exchange rates published by Bloomberg or the European
Central Bank (consistent with the procedures described in Section 4.3.3 of
the License Agreement) except to the extent the local purchase price pertains
to the purchase of any assets other than Acquired Assets.   After the Closing if either Party determines
in good faith that a local agreement would be of reasonable benefit to it under
the requirements of any country, it may request that the other Party execute
such an agreement provided the agreement has commercially reasonable terms and
is consistent with this Agreement, the License Agreement, and the Fludara
Supply Agreement, such request not to be unreasonably refused.   All agreements executed after the Closing
consistent with this provision shall be subject to approval of Genzyme and
Bayer, such approval not to be unreasonably withheld.  At
the time the Inventory Schedules become final, conclusive and binding pursuant
to Section 4.1.3 of the License Agreement, and in lieu of the payments
described in Section 4.1.3(h) of the License Agreement, Bayer/ Bayer
affiliates shall provide Genzyme/ Genzyme affiliates with a revised invoice
setting forth the final amount of Non Agency Inventory transferred and the
Local Prices.  Genzyme/ Genzyme
affiliates and Bayer/ Bayer affiliates shall, promptly pay the additional
amount due on such invoices to Bayer/ Bayer affiliates or repay to Genzyme/
Genzyme affiliates the overpayment indicated on such invoices.  In addition, the Difference Amount
described in the third bullet above will be recomputed based on the final [**]
paid by Genzyme and its Affiliates to Bayer/ Bayer affiliates and the final
[**] for Non Agency Inventory transferred to Genzyme and its Affiliates at the
Closing.  Following such recomputation,
Genzyme shall pay or shall require Genzyme Limited (for Ex-US-inventory) to pay
and Genzyme Corp. (for US-inventory) shall pay to Bayer, or Bayer shall pay to
Genzyme Limited (for Ex-US-inventory) and Genzyme Corp. (for US-inventory), as
applicable, the  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.


difference between the recomputed Difference
Amount described above and the original Difference Amount that was paid
initially.  For avoidance of doubt the Parties
agree that in the event of a dispute under this Agreement the Inventory Referee
shall address only issues he or she is permitted to address under the License
Agreement.  Any
payments of invoices that have to be made from Bayer/Bayer Affiliate to Genzyme/
Genzyme Affiliate under the parties planned transition procedure whereby after
the Closing, in certain countries, Genzyme or an Affiliate of Genzyme will sell
inventory of the Business to Bayer or an Affiliate of Bayer and Bayer or an
Affiliate of Bayer will immediately then resell such inventory to the customer
of the Business (the Buy/Sell-Model) due to the purchase of inventory
for resale to any final customer shall not become due prior to receipt of the
respective invoice payment from such final customer.  For
avoidance of doubt, all provisions as agreed under this section A. (other than
the preceding paragraph, which apply only to countries employing the Buy/Sell-Model)
shall apply for all inventory transfers both for countries where the Buy/Sell-Model
applies and for countries under Genzyme Direct Model and the United States.  For
the avoidance of doubt, the gross invoiced sales amount billed by either
Genzyme, Bayer or any of their Affiliates to any final customer under the
Buy/Sell-Model (but not the amount billed to Genzyme by Bayer) shall be within
the definition of Net Sales in the License Agreement and in that certain
License Agreement between Alcafleu Management GmbH & Co. KG (Alcafleu)
and Genzyme (Alcafleu License Agreement) (such amount adjusted as set
forth in the definition of Net Sales).  B.Agency Model
Inventory  Notwithstanding
Section 3.1.1 of the License Agreement, Bayers and its Affiliates
rights, title and interest (referred to as legal title) in all Inventory
intended for sale in an Agency Model Country (Agency Model Inventory)
will not be transferred to Genzyme or an Affiliate of Genzyme at Closing.  Although legal title to Agency Model
Inventory will not be transferred at the Closing, Agency Model Inventory will
be included within the definition of Transferred Inventory for the
purposes of the inventory count provisions of Section 4.1.3 (but not the
payment adjustment provisions thereof). 
Physical custody of such Inventory may transfer to Genzyme at or after
the Closing at a different time than legal title transfers.  In case of physical cross border transfer
this is subject to Bayers approval which shall not be unreasonably withheld.  At
Closing, Genzyme shall pay or shall have Genzyme Limited (for Ex-US-inventory)
pay to Bayer EUR [**], which represents Bayers good faith estimate of the
Inventory balance in the Agency Model Countries as of [**] (the Agency
Inventory Deposit), and neither party will make the payments described in Section 4.1.2
and 4.1.3 with respect to Agency Model Inventory.  Exhibit C sets forth on
country-by-country basis, the components of the Agency Inventory Deposit.  The Agency Inventory Deposit will serve as a
deposit held by Bayer to secure Genzymes/ Genzyme affiliates payment
obligations to Bayer/ Bayer affiliates on the Hand Over Date (as defined below)
with respect to Agency Model Inventory. 
At the time the Inventory Schedules are delivered to Genzyme pursuant to
Section 4.1.3 of the License  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.


Agreement, the Agency Inventory Deposit will
be increased (Genzyme/Genzyme Limited pays Bayer) or decreased (Bayer pays
Genzyme/Genzyme Limited), as appropriate, to an amount equal to the aggregate
[**] of Agency Model Inventory as set forth on the Inventory Schedules.  From
and after the Closing, Bayer will remit to Genzyme Limited any amounts actually
collected by Bayer and its Affiliates from customers (excluding VAT) of the
Business with respect to net sales made by Bayer and its Affiliates after the
Closing consistent with the procedures outlined in Section 8.12 of the
License Agreement.  Bayer may deduct from
such payments the following amounts:  a)with respect to
Agency Model Country Inventory in existence at the Closing Date that is sold to
generate such net sales (with such deductions being taken in the month of the
sale, not the month of the collection), the [**] of such Inventory sold;  b)with respect to
Agency Model Supplied Product supplied after the Closing Date under the Fludara
Supply Agreement that is sold to generate such net sales (with such deductions
being taken in the month of the sale, not the month of the collection), the
amount which would be due and owing Bayer under the Fludara Supply Agreement
with respect to such product had delivery been made to Genzyme or Genzyme
Limited in accordance with such agreement at the Packaging Facilities (as
defined under the Fludara Supply Agreement) plus all [**] the Agency Model
Country;  c)all [**] (as
defined in the Transition Services Agreement) incurred in making the sale of
Inventory referred to in (a) and (b) above [**] that would otherwise
be due and payable to Bayer by Genzyme under the Transition Services Agreement;  d)all [**]
incurred in providing any labeling, packaging or other manufacturing services
or other services (other than mentioned in letter c)) [**] with regard to
Campath supplied after the Closing Date that is sold to generate such net sales
(with such deductions being taken in the month of the sale, not the month of
the collection), plus the [**] if such Campath product was [**] after the
Closing Date; and  e)any applicable
withholding taxes (Section 4.3.4. License Agreement applies mutatis mutandis).  Any
costs deducted by Bayer under this paragraph shall not be included in costs
Bayer seeks to recover under the Transition Services Agreement.  In the event the foregoing deductions result
in a negative amount (i.e. a payment owed to Bayer by Genzyme) in any month
before or after the Hand Over Date, Genzyme will or will cause an affiliate to
instead remit such amount to Bayer.  In
the case of Agency Model Supplied Product supplied under the Fludara Supply
Agreement, notwithstanding anything to the contrary in the Fludara Supply
Agreement, prior to the Hand Over Date for a country, legal title to Fludara
that would otherwise be purchased by Genzyme or Genzyme Limited under the
Fludara Supply Agreement and which is designated by Genzyme as being intended
for sale in an Agency Model Country will not pass to Genzyme or  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.


Genzyme Limited, but will instead pass to the
local Bayer Affiliate or local distributor, as applicable, and Genzyme or
Genzyme Limited, as applicable, shall not be required to pay for such product
at that time.  Except as described above,
any Fludara Agency Model Supplied Product will still be treated as Product
delivered to and sold to Genzyme or an Affiliate under the Fludara Supply Agreement
and Product sold by Bayer on behalf of Genzyme shall be treated as Product sold
by Genzyme into the market for purposes of the Fludara Supply Agreement, and
for the avoidance of doubt, Genzyme and Bayer respectively shall have all
rights and obligations with respect to such Products as set forth therein.  After
consultation with Bayer, Genzyme will designate the date at which it will
accept to purchase Inventory then held by Bayer / Bayer Affiliate (the Hand
Over Date) for each Agency Model Country by delivery of written notice
thereof to Bayer as soon as reasonably practicable prior to the applicable Hand
Over Date.  Thereafter, Bayer will, and
will cause its Affiliates to, sell to Genzyme or its designated Affiliate at
the applicable Hand Over Date, all Inventory then held by Bayer or an Affiliate
(including any Fludara supplied by Bayer and any Campath supplied by Genzyme
after the Closing as described below  such Fludara and Campath Inventory is
referred to as Agency Model Supplied Product) intended for sale in the
applicable Agency Model Country, free and clear of any Encumbrances, other than
Permitted Encumbrances.  The provisions
of Section 4.1.2 and 4.1.3 of the License Agreement, as modified above
with respect to Non Agency Model Inventory, will apply with respect to the
count associated with any such transfer of Agency Model Inventory as if the
applicable Hand Over Date was the Closing Date (provided that in the last
sentence of Section 4.1.3(c) of the License Agreement, Closing Date
shall mean May 29, 2009 and not the Hand Over Date) and the Agency Model
Inventory being transferred on such Hand Over Date to Genzyme constituted all
of the Inventory described in such sections. 
Notwithstanding the above, if the Hand Over Date occurs later than the
adjustment dates set forth in Section 4.1.3(i) of the License
Agreement that would entitle Genzyme to a refund, then Genzyme shall not be
obligated to purchase any Agency Model Inventory to which Genzyme would
otherwise be entitled to receive a refund under Section 4.2.3(i).  At the Hand Over Date, Genzyme will be
required to pay: (i) for any Agency Model Supplied Product supplied under
the Fludara Supply Agreement that is transferred to Genzyme at such time and
with respect to which Bayer has not taken a deduction referred in paragraph b)
above, and (ii) for any Agency Model Supplied Product that is Campath that
is transferred to Genzyme at such time and with respect to which Bayer has not
taken a deduction referred to in paragraph d) above.  Further, on the applicable Hand Over Date,
the portion of the Agency Model Deposit that pertained to the applicable Agency
Model Country will be repaid to Genzyme Limited.  To
ensure that the intent of the parties as set forth in the License Agreement is
properly implemented in the Agency Model Countries and the Buy/Sell Model
Countries after the modifications described above:  ·paragraphs (f) and
(g) in the definition of Excluded Genzyme Liabilities will include all
Liabilities that are attributable to sales of all Products and inventory,
including those made by Bayer, or an Affiliate of Bayer after the Closing for
the benefit of Genzyme pursuant to the Transition Services Agreement, the
License Agreement, or this Agreement;  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.


·paragraph (h) in
the definition of Excluded Genzyme Liabilities will refer to the conduct of
the Business by Genzyme or Bayer on Genzymes behalf after Closing;  ·in the event
that Bayer is determined by a taxing authority to be liable for income tax, or
tax in lieu of income tax such as gross receipts tax, and Bayer and/or its
Affiliates did not actually receive the income or gross receipts on which such
tax was based, and such tax would not have arisen but for the Agency Model,
then Genzyme shall reimburse Bayer for such tax.  Notwithstanding the
foregoing, Genzyme shall not reimburse Bayer in connection for any transfer
pricing adjustments imposed by taxing authorities that arise from Bayers
internal transfer pricing; and  ·the gross
invoiced sales amount of Agency Model Inventory and Agency Model Supplied
Products billed by either Genzyme or Bayer or any of their Affiliates shall be
included within the definition of Net Sales (adjusted as set forth in the
definition of Net Sales) in the License Agreement and the Alcafleu License
Agreement.  In
the case of any casualty or other insured loss of Agency Model Inventory for
which Genzyme has paid Bayer, Bayer will remit to Genzyme any insurance
proceeds it receives in respect thereof.  Prior
to the applicable Hand Over Date, Bayer will, and will cause its Affiliates to,
keep Genzyme reasonably informed of the amount of Campath and Fludara Inventory
they hold that is intended for sale in Agency Model Countries from time to time
in accordance with the reporting requirements under the Transition Services
Agreement.  Prior
to the Hand Over Date, Genzyme will, from time to time, supply additional
Campath inventory to Bayer at no charge such that such Bayer or Bayer Affiliate
may satisfy its obligations under the Transition Services Agreement and
hereunder.  Genzyme
or Genzyme Limited shall place orders under the Fludara Supply Agreement for
the supply of Fludara to all countries, including the Agency Model Countries,
in accordance with the terms of that Fludara Supply Agreement.  In
accordance with Section 3.6 of the Transition Services Agreement, Bayer
and Genzyme acknowledge that, regardless of the circumstances or the sales
model that may be relied upon by the parties, any sales activities conducted
after the Closing must comply with Legal Requirements (including without
limitation United States trade compliance rules and regulations)
applicable to Genzyme and Bayer.  In this
regard, Bayer confirms that it will not engage in any sales activities relating
to any Oncology Product in the countries of Cuba, Iran, Sudan and Syria,
with the sole exception of sales activities in Iran involving Campath Oncology
with the parties listed on Exhibit D to this letter agreement
following prior authorization from Genzyme that such sales may be made.  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.


C.Application Provisions  1.Allocation of
Risks.  Aspects of this letter
agreement are being executed by Bayer as an accommodation for Genzyme and its
affiliates.  As a result Genzyme and
Genzyme Limited, jointly and severally, have agreed that except as set forth
below, it will bear all risks of loss or liability under the License Agreement,
the Ancillary Agreements or otherwise, associated with or arising from Bayers
and Genzymes or their Affiliates conduct hereunder with respect to the Agency
Model as if Genzyme or its Affiliates had taken legal and physical possession
of all of Inventory on the Closing Date (or Fludara Inventory purchased under
the Fludara Supply Agreement prior to the Hand Over Date upon delivery of such
Inventory to the specified location) and had thereafter sold or otherwise
transferred that Product in its own name. 
The risks and liabilities assumed by Genzyme and Genzyme Limited,
jointly and severally, under this Agreement with respect to the Agency Model
and Buy/Sell-Model arrangements, include but are not limited to risks of
product loss, spoilage, damage or destruction, product liability risks,
regulatory risks, and commercial risks (including the risk of customer failure
to take delivery or pay for product). 
For avoidance of doubt, except as set forth below, the Parties agree
that any Liabilities or Loss arising from sales of Licensed Product to third
parties by Bayer or any Affiliate of Bayer under the terms of this Agreement
shall be treated as sales by Genzyme for purposes of the License Agreement and
all Ancillary Agreements.  Except as set
forth below, Genzyme shall fully indemnify and hold harmless Bayer and its
Affiliates, their officers, employees, directors and agents from all
Liabilities and Losses arising from Bayers performance of the activities
specified in this Letter Agreement with respect to the Agency Model and the
Buy/Sell Model.  Nothing set forth herein
will be deemed to waive Genzymes rights to indemnification from Bayer under
the License Agreement or an Ancillary Agreement provided however any Genzyme
claim for indemnification from Bayer shall not arise merely because Bayer now
acts in the capacity of seller of Product in accordance with the terms of this
Agreement.  Further, nothing set forth
herein shall require Genzyme to indemnify Bayer for its or its Affiliates
breach of this Agreement, the License Agreement or any Ancillary Agreement or
Bayers or its Affiliates gross negligence, willful misconduct or criminal act
in performance of its obligations under this Agreement the License Agreement,
or any Ancillary Agreement.  2.Regulatory
Matters.  Nothing in Letter Agreement
shall be deemed to restrict or prevent Bayer from taking any action it regards
as reasonably necessary to comply with all applicable Legal Requirements.  Bayer will not be required to make any
filing, present any request, nor to undertake any action or to omit to take any
action under this Agreement with respect to any Governmental Authority in any
country, that in Bayers judgment, exercised in good faith, would likely have
the effect of damaging Bayers or Bayers Affiliates existing or future
business reputation or commercial interests in any country.  3.Term.  The obligations of Bayer and its Affiliates
to sell Licensed Products under the Buy/Sell Model or in Agency Model Countries
as described above shall terminate by country on the applicable Hand Over Date
with respect to such  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.


country; provided that all such obligations shall terminate no later
than May 29, 2010, unless otherwise expressly agreed by the parties in
writing.  D.Section 12.3
of the License Agreement  The
parties agree that:  ·references to this
Agreement in subsections (a) and (b) of Section 12.3.1 of the
License Agreement shall be replaced by references to the License Agreement (Alcafleu
License Agreement) between Genzyme and Alcafleu Management GmbH &
Co. KG (Alcafleu);  ·the reference to
Bayer pursuant to Sections 4.1.6 or 4.2.2 in subsection (c) of Section 12.3.1
shall be replaced with to Alcafleu pursuant to Sections 4.1.6 or 4.2.2 of the
Alcafleu License Agreement;  ·the reference
to payments to Bayer aggregating $[**] with respect to Net Sales of Oncology
Products in the proviso at the end of subsection (d) of Section 12.3.1
shall be replaced with payments to Alcafleu aggregating $[**] with respect to
Net Sales of Oncology Products;  ·references to Bayer
with respect to the Net Sales under this Agreement in Section 12.3.3 of
the License Agreement shall be replaced with Alcafleu with respect to the Net
Sales under the Alcafleu License Agreement;  ·the reference
to future payments may become due and payable to Bayer pursuant to Section 4.1.5
or 4.1.6 in Section 12.3.5 shall be replaced with future payments may
become due and payable to Alcafleu pursuant to Section 4.1.5 or 4.1.6 of
the Alcafleu License Agreement; and  ·the following
definitions are added to Section 1 of the License Agreement:  15.17.Alcafleu
is defined in Section 12.3.1.  15.18.Alcafleu
License Agreement is defined in Section 12.3.1.  E.Indemnification  The
parties desire to have the right to indemnification under the Alcafleu License
Agreement that is identical to their right to recovery under the License
Agreement.  Accordingly, the parties
agree to amend Article 13 of the License Agreement as follows:  In
Section 13.1 of the License Agreement:  ·the phrase, or
by Alcafleu in the Alcafleu License Agreement shall be added at the end of
subsection (a) of Section 13.1.1 of the License Agreement;  ·the phrase, or
of Alcafleu in the Alcafleu License Agreement shall be added to the end of
subsection (b) of Section 13.1.1 of the License Agreement;  ·references to
Bayer in Section 13.1.2 of the License Agreement shall be replaced by
references to Bayer or Alcafleu; and  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.


·Section 13.1.2
of the License Agreement shall be further amended at the end of clause (1) of
the second-to-last sentence thereof by adding the phrase, or the corresponding
sections of the Alcafleu License Agreement.  In
Section 13.2 of the License Agreement:  ·the phrase, or
by Genzyme in the Alcafleu License Agreement shall be added at the end of
subsection (a) of Section 13.2.1 of the License Agreement;  ·the phrase, or
of Genzyme in the Alcafleu License Agreement shall be added to the end of
subsection (b) of Section 13.2.1 of the License Agreement; and  ·Section 13.2.2
of the License Agreement shall be further amended at the end of clause (a) of
the second-to-last sentence thereof by adding the phrase, or the corresponding
sections of the Alcafleu License Agreement.  In
Section 13.1.3 of the License Agreement:  ·the reference
to Bayers fraud or criminal acts in the last sentence of Section 13.1.3
shall be replaced with Bayers or Alcafleus fraud or criminal acts.  The
parties further agree that references to PARTY or PARTIES under Sections
13.6, 13.7, and 13.10 shall be deemed to include Alcafleu.  F.Miscellaneous  A
breach of this Letter Agreement shall be treated as a breach of the License
Agreement.  Nothing
in this Agreement shall be construed to relieve Genzyme of any obligations
under the Leukine Tolling Agreement and the Fludara Commercial Supply Agreement
to comply with the minimum volume requirements and the forecast and purchase
requirements.  This
Letter Agreement will automatically terminate upon termination of the License
Agreement.  The
notice, assignment, and dispute resolution provisions of Section 15
(Sections 15.1, 15.2, 15.3, 15.9, 15.10, 15.11, 15.12, 15.13, and 15.14) of the
License Agreement shall apply to this letter agreement.  [Remainder of Page Intentionally
Left Blank]  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.


If
the foregoing is in accordance with our agreement, please acknowledge the same
by signing below.  GENZYME
  CORPORATIONBy:
  /s/
  Mark J. EnyedyName:
  Mark J. EnyedyTitle:
  President, Oncology and Multiple SclerosisAccepted
  and agreed:BAYER
  SCHERING PHARMA AGBy:
  /s/
  Joachim NeippName:
  Joachim NeippTitle:
  President Financial OperationsBy:
  /s/
  Steffen SchroederName:
  Steffen SchroederTitle:
  Legal Counsel  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.


GENZYME CORPORATION 500 KENDALL STREET CAMBRIDGE, MA 
02142  May 29,
2009  Bayer
Schering Pharma AG Berlin
13342 Germany  Re:License and Asset Purchase
Agreement (the License Agreement), dated as of March 30, 2009, between
Genzyme Corporation (Genzyme) and Bayer Schering Pharma AG (Bayer)  Ladies
and Gentlemen:  The
following arrangements reflect the agreements of each of Bayer and Genzyme with
respect to the formation of Alcafleu Management GmbH & Co. KG (Alcafleu).  Each
of Bayer and Genzyme approves the 
License Agreement between Alcafleu and Genzyme (Alcafleu License
Agreement) in the form attached hereto.  Bayer
agrees that Genzymes performance of an obligation under the Alcafleu License
Agreement shall constitute performance of the identical obligation under the
License Agreement.  For example, and
without limiting the generality of the foregoing, Genzymes payment to Alcafleu
of amounts due under Section 4.1.4, 4.1.5, 4.1.6, 4.2, and 4.3 shall
constitute performance of Genzymes obligations under the same sections of the
License Agreement.  Bayer
will cause Alcafleu and Lilienthalstraße Nr. 4 GmbH, the general partner of
Alcafleu, to comply with the SPV Documents; provided however, if such
compliance requires an action that may not be taken without the consent of
Genzyme or one of its Affiliates, then Bayer will not be obligated to cause
Alcafleu or Alcafleu GmbH to take such action until such consent is
obtained.  For the purposes of this
letter agreement, the SPV Documents mean (i) the Partnership
Agreement of Alcafleu, (ii) the Shareholders Agreement dated as of May 29,
2009 among Bayer, Genzyme, and Genzyme Luxembourg S.a.r.l. relating to Alcafleu
(the Shareholders Agreement), (iii) the Articles of Association
of Lilienthalstraße Nr. 4 GmbH, (iv) the Partnership Interest Sale and
Purchase Agreement between Bayer and Genzyme Luxembourg S.a.r.l. relating to
Alcafleu, (v) the Contribution and License Agreement dated as of May 29,
2009 between Bayer and Alcafleu, and (vi) the Alcafleu License
Agreement.  In addition, subject to the
rights of Alcafleu under Section 8.7 of the Partnership Agreement, Bayer
shall cause Alcafleu not to assign the Alcafleu License Agreement or the
Distribution and Development Agreement to any Person (including any Bayer
Affiliate) without the prior written approval of Genzyme, so long as Genzyme or
any of its Affiliates (or their successors or permitted assigns) is a party to
such agreements.  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.


Bayer
and Genzyme further agree to execute the Distribution and Development Agreement
set forth at Exhibit 5.2(g)(i) of the License Agreement immediately
prior to Bayers execution of the Contribution and License Agreement between
Bayer and Alcafleu and thus immediately prior to Closing of the License
Agreement.  In the event Closing of the
License Agreement does not occur within one business day of the execution of
the Distribution and Development Agreement, then such agreement shall be null
and void.  In
addition, Genzyme approves and consents to the assignment as of the Closing
Date by Bayer to Alcafleu of Bayers rights and obligations under Article 4
of the License Agreement.  [Remainder of Page Intentionally
Left Blank]   
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.


If
the foregoing is in accordance with our agreement, please acknowledge the same
by signing below.  GENZYME
  CORPORATIONBy:
  /s/
  Earl M. Collier, Jr.Name:
  Earl M. Collier, Jr.Title:
  Executive Vice PresidentAccepted
  and agreed:BAYER
  SCHERING PHARMA AGBy:
  /s/
  Joachim NeippName:
  Joachim NeippTitle:
  Vice President Financial OperationsBy:
  /s/ Martin EisenhauerName: Martin EisenhauerTitle:
  Legal Counsel  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.


LICENSE
AGREEMENT  DATED
AS OF MAY 29, 2009  BETWEEN  GENZYME
CORPORATION  AND  ALCAFLEU
MANAGEMENT GMBH & CO. KG 
  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.


TABLE OF
CONTENTS  Page1.
  DEFINITIONS
  12.
  LICENSE
  OF ASSETS
  132.1.
  Licenses
  and Related Provisions
  132.2.
  Know-How
  Transfer
  232.3.
  Transfer
  of Licensed IP
  232.4.
  [INTENTIONALLY
  OMITTED]
  232.5.
  [INTENTIONALLY
  OMITTED]
  232.6.
  No
  Rights in SOT Assets
  233.
  [INTENTIONALLY
  OMITTED]
  244.
  CONSIDERATION
  244.1.
  Oncology
  Products
  244.2.
  Alemtuzumab
  MS
  264.3.
  Payment
  Provisions
  274.4.
  Records;
  Audit
  305.
  [INTENTIONALLY
  OMITTED]
  316.
  REPRESENTATIONS
  AND WARRANTIES OF ALCAFLEU
  316.1.
  Organization
  316.2.
  Power
  and Authorization
  316.3.
  Authorization
  of Governmental Authorities
  316.4.
  Noncontravention
  316.5.
  [Intentionally
  Omitted]
  326.6.
  [Intentionally
  Omitted]
  32  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  i


TABLE OF
CONTENTS (continued)  Page6.7.
  [Intentionally
  Omitted]
  326.8.
  [Intentionally
  Omitted]
  326.9.
  [Intentionally
  Omitted]
  326.10.
  Intellectual
  Property
  326.11.
  [Intentionally
  Omitted]
  336.12.
  [Intentionally
  Omitted]
  336.13.
  [Intentionally
  Omitted]
  336.14.
  [Intentionally
  Omitted]
  336.15.
  [Intentionally
  Omitted]
  336.16.
  [Intentionally
  Omitted]
  336.17.
  [Intentionally
  Omitted]
  336.18.
  [Intentionally
  Omitted]
  336.19.
  [Intentionally
  Omitted]
  337.
  REPRESENTATIONS
  AND WARRANTIES OF GENZYME
  337.1.
  Organization
  337.2.
  Power
  and Authorization
  347.3.
  Authorization
  of Governmental Authorities
  347.4.
  Noncontravention
  347.5.
  [Intentionally
  Omitted]
  348.
  COVENANTS
  348.1.
  [Intentionally
  Omitted]
  348.2.
  [Intentionally
  Omitted]
  34  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  ii


TABLE OF
CONTENTS (continued)  Page8.3.
  [Intentionally
  Omitted]
  358.4.
  [Intentionally
  Omitted]
  358.5.
  [Intentionally
  Omitted]
  358.6.
  [Intentionally
  Omitted]
  358.7.
  [Intentionally
  Omitted]
  358.8.
  Confidentiality
  358.9.
  [Intentionally
  Omitted]
  368.10.
  [Intentionally
  Omitted]
  368.11.
  [Intentionally
  Omitted]
  368.12.
  [Intentionally
  Omitted]
  368.13.
  [Intentionally
  Omitted]
  368.14.
  [Intentionally
  Omitted]
  378.15.
  [Intentionally
  Omitted]
  378.16.
  [Intentionally
  Omitted]
  378.17.
  [Intentionally
  Omitted]
  378.18.
  [Intentionally
  Omitted]
  378.19.
  [Intentionally
  Omitted]
  378.20.
  [Intentionally
  Omitted]
  378.21.
  [Intentionally
  Omitted]
  378.22.
  Further
  Assurances
  378.23.
  [Intentionally
  Omitted]
  37  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  iii


TABLE OF
CONTENTS (continued)  Page9.
  INTELLECTUAL
  PROPERTY AND OTHER COVENANTS
  379.1.
  Filing,
  Prosecution and Maintenance of Licensed Patents and Licensed Trademarks
  379.2.
  Enforcement
  of Licensed IP
  389.3.
  Claimed
  Infringement of Third Party Rights
  419.4.
  Other
  Infringement Resolutions
  429.5.
  Diligence
  429.6.
  Covenant
  in Support of License
  4310.
  CONDITIONS
  TO GENZYMES OBLIGATIONS AT THE CLOSING
  4311.
  [Intentionally
  Omitted]
  4312.
  TERMINATION
  4312.1.
  [Intentionally
  Omitted]
  4312.2.
  [Intentionally
  Omitted]
  4312.3.
  Termination
  by Alcafleu For Cause
  4313.
  INDEMNIFICATION
  4413.1.
  [Intentionally
  Omitted]
  4413.2.
  [Intentionally
  Omitted]
  4413.3.
  [Intentionally
  Omitted]
  4413.4.
  [Intentionally
  Omitted]
  4413.5.
  [Intentionally
  Omitted]
  4413.6.
  [Intentionally
  Omitted]
  4413.7.
  [Intentionally
  Omitted]
  4413.8.
  [Intentionally
  Omitted]
  44  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  iv


TABLE OF
CONTENTS (continued)  Page13.9.
  [Intentionally
  Omitted]
  4413.10.
  Disclaimer
  4414.
  TAX
  MATTERS
  4414.1.
  Tax
  Sharing Agreements
  4414.2.
  Certain
  Taxes and Fees
  4514.3.
  [Intentionally
  Omitted]
  4514.4.
  Tax
  Record Retention; Cooperation on Tax Matters
  4514.5.
  Apportionment
  of Ad Valorem Taxes
  4514.6.
  Assignment
  of Agreement
  4615.
  MISCELLANEOUS
  4615.1.
  Notices
  4615.2.
  Succession
  and Assignment
  4815.3.
  Amendments
  and Waivers
  5015.4.
  Entire
  Agreement
  5015.5.
  Counterparts
  5015.6.
  Severability
  5015.7.
  Headings
  5115.8.
  Construction
  5115.9.
  Governing
  Law
  5115.10.
  Dispute
  Resolution
  5115.11.
  Arbitration
  5215.12.
  Jurisdiction;
  Venue; Service of Process
  54  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  v


TABLE OF
CONTENTS (continued)  Page15.13.
  Specific
  Performance
  5515.14.
  Waiver
  of Jury Trial
  5615.15.
  Certain
  Rules of Construction
  5615.16.
  Third
  Party Beneficiaries
  56  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  vi


LICENSE AGREEMENT  This License Agreement (the Agreement),
dated as of May 29, 2009 (the Effective Date), is between Genzyme
Corporation (Genzyme) and Alcafleu Management GmbH & Co. KG (Alcafleu).  RECITALS  WHEREAS, Bayer Schering
Pharma AG (Bayer) and Genzyme entered into that certain License and Asset
Purchase Agreement on March 30, 2009 (the LAPA ) in which section
8.23 required Bayer to form Alcafleu and to assign certain assets to Alcafleu
and to license certain assets to Alcafleu; and  WHEREAS, as part of such
transaction, Alcafleu would subsequently license both the assigned assets and
licensed assets to Genzyme under the exact same terms and conditions that
Genzyme was licensed under the LAPA.  AGREEMENT  NOW THEREFORE, in
consideration of the premises and mutual promises herein made, and in
consideration of the representations, warranties and covenants herein
contained, Genzyme and Alcafleu hereby agree as follows:  1.             DEFINITIONS.  Terms not otherwise defined
herein shall have those meanings set forth in the LAPA.  As used herein, the following terms will have
the following meanings:  AAA Rules is
defined in Section 15.11.1.  Action means any
claim, action, cause of action, chose in action or suit (whether in contract or
tort or otherwise), litigation (whether at law or in equity, whether civil or
criminal), controversy, assessment, arbitration, examination, audit,
investigation, hearing, charge, complaint, demand, notice or proceeding to,
from, by or before any Governmental Authority or arbitrator(s).  Affiliate means,
with respect to any Person, any other Person that, directly or indirectly,
through one or more intermediaries controls, is controlled by, or is under
common control with, such Person.  For
purposes of this definition, control means the possession, direct or indirect,
of the power to direct or cause the direction of the management and policies of
a Person, whether through ownership of voting securities or general partnership
or managing member interests, by contract or otherwise.  Without limiting the generality of the
foregoing, a Person shall be deemed to control any other Person in which it
owns, directly or indirectly, a majority of the ownership interests.  Alcafleu shall be deemed to be an Affiliate
of Bayer.  Agreement is
defined in the Preamble.  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  1


Alcafleu  is
defined in the Preamble.  Alemtuzumab MS
means Campath intended for use in multiple sclerosis.  Alemtuzumab MS Business
means any research, development, manufacturing, marketing, distribution and
selling of Alemtuzumab MS and its Improvements.  Alemtuzumab MS Milestone
Payments is defined in Section 4.2.2.  Alemtuzumab MS Royalty
Payments is defined in Section 4.2.1.  Ancillary Agreements
means (a) the Distribution and Development Agreement, (b) the
Purchase and Sale Agreement, (c) the Fludara Supply Agreement, (d) the
Leukine Tolling Agreement, (e) the Transition Services Agreement,
(f) the Pharmacovigilance Agreement, (g) the Marketing Authorization
Agency Agreement, (h) the Quality Assurance Agreement, (i) the
Alcafleu Agreement(s) and (j) IT Services Agreement and any other
Contractual Obligation by and between Bayer or its Affiliates on the one hand
and Genzyme or its Affiliates on the other hand related to or in furtherance of
the transactions contemplated by this Agreement.  Apportioned Taxes
is defined in Section 14.5.1.  Approved Alemtuzumab MS
means Alemtuzumab MS after approval by a Governmental Authority for use in
multiple sclerosis.  Bayer
means Bayer Schering Pharma AG.  Bayer Business
means the Business to the extent conducted by Bayer and its Affiliates prior to
or as of the Closing Date, either directly or indirectly through an extension
of rights that Bayer Controls to contractors (including distributors) or
licensees.  Bayer Improvements
means any of the following:  (a)           with respect to Fludara, any [**] prior to the Closing
Date;  (b)           with respect to Leukine, any [**] with the corresponding
[**], that (i) was [**] or (ii) [**] and the Closing Date; and  (c)           with respect to Campath, any [**] prior to the Closing
Date [**], that (i) has [**], (ii) has [**],  (iii) has
[**], and (iv) that [**].  Business means the
Campath Business, the Fludara Business, the Leukine Business and the
Alemtuzumab MS Business.  Business Day means
any weekday other than a weekday on which banks in New York, New York or
Frankfurt, Germany are authorized or required to be closed.  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  2


Business-Specific
Licensed Copyrights means all works of authorship (including advertising,
marketing and promotional materials, artwork, labeling, and other works of
authorship), and all copyrights, moral rights and other rights and interests
thereto throughout the Territory, whether or not registered, that are
Controlled by Bayer or any of its Affiliates, that are exclusively related to
the Licensed Products and that are used exclusively in, had been used
exclusively in and are currently exclusive to, or were developed exclusively
for and are currently exclusive to, the Bayer Business.  Business-Specific
Licensed IP means the Business-Specific Licensed Copyrights,
Business-Specific Licensed Know-How, Business-Specific Licensed Patents and
Business-Specific Licensed Trademarks.  Business-Specific
Licensed Know-How means Know-How Controlled by Bayer or any of its
Affiliates that (a) is exclusively related to the inventions claimed in
the Business-Specific Licensed Patents, or (b) is exclusively related to
the Licensed Products and is used exclusively in, had been used exclusively in
and is currently exclusive to, or was developed exclusively for and are
currently exclusive to, the Bayer Business, or (c) was developed
exclusively for the Licensed Products in the course of performance of the
development plan under the DDA.  For
clarity purposes any [**] as defined in the [**] is included in the
Business-Specific Licensed Know-How.  Business-Specific Licensed
Patents means any Patent Rights Controlled by Bayer or its Affiliates that
are exclusively related to the Licensed Products and (a) claim inventions
that are used exclusively in, had been used exclusively in and are currently
exclusive to, or were developed exclusively for and are currently exclusive to,
the Bayer Business or (b) claim inventions developed in the course of
performance of the development plan under the DDA.  The Business-Specific Licensed Patents
include those Patent Rights set forth on Schedule 1C of the LAPA and any
Patent Rights that directly or indirectly claim priority to such Patent Rights
(including continuations-in-part, but only to the extent the claims in the
continuations-in-part claim inventions to subject matter that is exclusively
related to the Licensed Products and used exclusively in, had been used
exclusively in and is as of the Closing Date exclusive to, or was developed
exclusively for and is currently exclusive to, the Bayer Business and to the
extent such inventions either (a) were disclosed and described in the
Patent Rights filed prior to the Closing Date or (b) are included in
Business-Specific Licensed Know-How as such Know-How existed on the Closing
Date).  Business-Specific
Licensed Trademarks means the United States or foreign trademarks and
service marks, the goodwill associated therewith, and all registrations and
applications relating thereto, that are Controlled by Bayer or any of its
Affiliates, that are exclusively related to the Licensed Products and that are
used exclusively in, had been used exclusively in and are currently exclusive
to, or were developed exclusively for and are currently exclusive to, the Bayer
Business.  The Business-Specific Licensed
Trademarks include those trademarks set forth on Schedule 1D of the
LAPA.  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  3


Campath means the
humanized antibody directed against CD-52 known as Campath 1H, and any product
containing such antibody as an active ingredient.  Campath Business
means the research, development, manufacturing, marketing, distribution and
selling of Campath and its Improvements for all fields of use except for the
field of treatment of multiple sclerosis.  Campath Oncology
means Campath excluding Approved Alemtuzumab MS.  Claim is defined in
Section 15.10.1.  Closing shall have
the meaning given that term in the LAPA.  Closing Date shall
have the meaning given that term in the LAPA.  Combination Product
means any product that comprises a Licensed Product and at least one of the
following, either packaged together or in the same formulation:  a drug delivery device or a clinically active
therapeutic, prophylactic or diagnostic ingredient or component that is not a
Licensed Product.  Combination Sale is
defined in the definition of Net Sales.  Confidential Information
is defined in Section 8.8.3.  Contractual Obligation
means, with respect to any Person, any contract, agreement, plan, mortgage,
lease, license, commitment, promise, undertaking, arrangement or understanding,
whether written or oral and whether express or implied, or other document or
instrument to which or by which such Person is a party or otherwise subject or
bound or to which or by which any property, business, operation or right of
such Person is subject or bound.  Control or Controlled
means, with respect to any Intellectual Property right, possession by a party
(including its Affiliates) of the right (whether by ownership, license or
otherwise) to grant to another party a license or a sublicense under such
Intellectual Property right without violating the terms of any agreement or
other arrangement with any third party.  Dispute Escalation
Notice is defined in Section 15.10.2.  Effective Date is
defined in the Preamble.  EMEA means the
European Medicines Agency, or any successor agency with responsibilities
comparable to those of the European Medicines Agency.  Encumbrance means
any charge, claim, condition, equitable interest, lien, license, option,
pledge, security interest, mortgage, right of way, easement, encroachment,
servitude, right of first offer or first refusal, buy/sell agreement and any
other restriction or covenant with respect to, or condition governing the use,
construction, voting (in the case of any security or equity interest),
transfer, receipt of income or exercise of any other attribute of ownership.  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  4


Exclusive Period
means, for a product, that period for which Bayer has a non-competition
obligation under Section 8.10.1 of the LAPAfor such product.  FDA means the
United States Food and Drug Administration, or any successor agency in the
United States with responsibilities comparable to those of the United States
Food and Drug Administration.  First Oncology Milestone
Threshold is defined in Section 4.1.6.  Fludara means
products containing fludarabine phosphate as an active ingredient.  Fludara Business
means any research, development, manufacturing, marketing, distribution and
selling of Fludara and its Improvements for all fields of use.  Fludara Supply Agreement
is defined in Section 5.2(g)(iii) of the LAPA.  GAAP means
generally accepted accounting principles in the United States as in effect from
time to time.  Genzyme is defined
in the Preamble.  Genzyme Improvements
means any of the following made or acquired by or on behalf of Genzyme or its
Affiliates:  (a)           with respect to Fludara, any [**];  (b)           with respect to Leukine, any [**] with the corresponding
[**]; and  (c)           with respect to Campath, any [**], that (i) has
[[**], (ii) has [**], (iii) has [**], and (iv) that [**].  Governmental Authority
means any government or any agency, bureau, board, commission, court,
department, political subdivision, tribunal, or other instrumentality of any
government (including any regulatory or administrative agency), whether
federal, state or local, domestic or foreign, and including any multinational
authority or non-governmental authority which licenses or authorizes or may
license or authorize the manufacturing, distribution, marketing or sale of a
Licensed Product.  The term, Governmental
Authority, shall not include medical facilities or institutions of higher
education including colleges or universities.  Governmental Order
means any order, writ, judgment, injunction, decree, stipulation, ruling,
determination or award entered by or with any Governmental Authority or
arbitrator(s).  Improvements means
Bayer Improvements and Genzyme Improvements.  In-License Agreement
means any Contractual Obligation entered into prior to the Closing Date under
which a third party has granted Bayer or its Affiliate any Intellectual
Property rights related to the Licensed Products.  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  5


In-Licensed IP is
defined in Section 2.1.4(b).  Infringement Claim
is defined in Section 9.3.1.  Intellectual Property
means intellectual property rights of every kind and nature throughout the
world, however denominated, including all rights and interests pertaining to or
deriving from:  (a)           Patent Rights and Know-How;  (b)           trademarks, trade names, service marks, service names,
brands, trade dress and logos, domain names, and the goodwill and activities
associated therewith;  (c)           copyrights, works of authorship, rights of privacy and
publicity, moral rights, and similar proprietary rights of any kind or nature,
in all media now known or hereafter created; and  (d)           any and all registrations, applications, recordings,
licenses, statutory rights, common-law rights and rights under Contractual
Obligations relating to any of the foregoing.  Inventory means
(a) all labeled or unlabeled vials of Campath, wherever located,
(b) all finished goods inventory of Fludara and Leukine, wherever located,
that has been Released by Bayer or its Affiliates and, (c) in the case of
Leukine, all raw materials, work-in-process, packed/not released products,
purchased goods, goods in transit (not including goods in transit to third
parties), goods off premises (including materials subject to process and goods
held in storage), goods on consignment and other materials and supplies used
exclusively for Leukine, including packaging.  Joint Transition Team
shall have the meaning given such term in the LAPA.  Know-How means
inventions, business and technical information, know-how and materials,
including technology, software, instrumentation, devices, data, compositions,
formulas, biological materials, assays, reagents, constructs, compounds,
discoveries, procedures, processes, practices, protocols, methods, techniques,
results of experimentation or testing, knowledge, trade secrets, skill and
experience, in each case whether or not patentable or copyrightable.  LAPA is defined in
the first Whereas clause.  Legal Requirement
means any United States federal, state or local or foreign law, statute,
standard, ordinance, code, rule, regulation, resolution or promulgation, or any
Governmental Order, or any license, franchise, permit or similar right granted
under any of the foregoing, or any similar provision having the force or effect
of law.  Leukine means the
product that contains the active ingredient generically known as Sargramostim
(i.e., that contains modified human granulocyte macrophage-colony stimulating factor
produced by recombinant DNA technology).  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  6


Leukine Business
means any research, development, marketing, manufacturing, distribution and
selling of Leukine and its Improvements for all fields of use.  Liability means,
with respect to any Person, any liability or obligation of such Person whether
known or unknown, whether asserted or unasserted, whether determined,
determinable or otherwise, whether absolute or contingent, whether accrued or
unaccrued, whether liquidated or unliquidated, whether incurred or consequential,
whether due or to become due and whether or not required under GAAP to be
accrued on the financial statements of such Person.  Licensed Copyrights
means the Business-Specific Licensed Copyrights and the Shared Licensed
Copyrights.  Licensed IP means the
Business-Specific Licensed IP and the Shared Licensed IP.  Licensed Know-How
means the Business-Specific Licensed Know-How and the Shared Licensed Know-How.  Licensed Patents
means the Business-Specific Licensed Patents and the Shared Licensed Patents.  Licensed Products
means Fludara and any Improvements thereto; Leukine and any Improvements
thereto; and Campath and any Improvements thereto.  Licensed Trademarks
means the Business-Specific Licensed Trademarks and the Shared Licensed
Trademarks.  Material Country
means the Major Market Countries and Japan, China, Brazil, Poland, Canada,
Romania, Hungary, Turkey, Czech Republic, Australia, Netherlands and Mexico.  Material Default is
defined in Section 12.3.1.  Milestone Buyout Payment
is defined in Section 4.2.3.  Milestone Payments
means, collectively, the Alemtuzumab MSMilestone
Payments and the Oncology Product Milestone Payments.  NDC means National
Drug Code.  Net Combination Sale
Amount is defined in the definition of Net Sales.  Net Sales means the
gross invoiced sales amount of Licensed Products billed by Genzyme or its
Affiliates or Sublicensees, in each case to independent third parties,
including to distributors and end-users, for the sale or other commercial
disposition of Licensed Products in the Territory, plus the amounts of any
royalties paid to Genzyme pursuant to any Out-License Agreement included in the
Transferred Contracts, less the following items as applicable to such Licensed
Products to the extent actually taken or incurred with respect to such sale
(the Permitted Deductions) and all in accordance with standard
allocation procedures, allowance  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  7


methodologies and accounting methods
consistently applied, in accordance with GAAP (except as otherwise provided
below):  (a)           credits or allowances for returns, rejections or recalls
(due to spoilage, damage, expiration of useful life or otherwise), retroactive
price reductions or billing corrections;  (b)           separately itemized invoiced freight, postage, shipping
and insurance, handling and other transportation costs;  (c)           sales, use, value added and other similar taxes (excluding
income taxes), tariffs, customs duties, surcharges and other governmental
charges levied on the production, sale, transportation, delivery or use of the
Licensed Products in the Territory that are incurred at time of sale or are
directly related to the sale;  (d)           any quantity, cash or other trade discounts, rebates,
returns, refunds, charge backs, fees, credits or allowances (including amounts
incurred in connection with government-mandated rebate and discount programs,
third party rebates and charge backs, and hospital buying group/group
purchasing organization administration fees and payor organizations),
distribution fees, sales commissions paid to third parties, retroactive price
reductions and billing corrections; and  (e)           deductions for bad debts.  In the case of deductions
for bad debts, the adjustment amount will be based on actual bad debts incurred
and written off as uncollectible by Genzyme in a quarter, net of any recoveries
of previously written off bad debts from current or prior quarters.  Notwithstanding the
foregoing, the following will not be included in Net Sales: (i) Genzymes
transfer of Licensed Product to an Affiliate (unless such sale is a final
sale), (ii) Licensed Product provided by Genzyme or its Affiliate for
administration to patients enrolled in clinical trials or distributed through a
not-for-profit foundation at no or nominal charge to eligible patients,
(iii) commercially reasonable quantities of Licensed Product used as
samples to promote additional Net Sales and (iv) Transplant Sales as
defined in the Distribution and Development Agreement.  Notwithstanding the
foregoing, in the event a Licensed Product is sold as a Combination Product or
together with one or more products for a single invoiced amount (in each case,
a Combination Sale), the Net Sales amount for the Licensed Product
sold in such a Combination Sale shall be that portion of the gross amount
invoiced for such Combination Sale (less all Permitted Deductions) determined
as follows:  Except as provided below,
the Net Sales amount for a Combination Sale will equal the gross amount
invoiced for the Combination Sale, reduced by the Permitted Deductions (the Net
Combination Sale Amount), multiplied by the fraction A/(A+B), where A is
the wholesale acquisition cost charged by Genzyme, its Affiliates or
Sublicensees, as applicable, in the country where such Combination Sale occurs,
of the Licensed Product contained in the Combination  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  8


Product if sold as a separate product in such
country by Genzyme, its Affiliates or Sublicensees, as applicable, and B is the
aggregate of the wholesale acquisition cost charged by Genzyme, its Affiliates
or Sublicensees, as applicable, in such country, of such other products or
active ingredients/components, as the case may be, included in the Combination
Product if sold separately in such country by Genzyme, its Affiliates or
Sublicensees, as applicable.  In the event that Genzyme,
its Affiliates or Sublicensees sell the Licensed Product included in a
Combination Sale as a separate product in a country, but do not separately sell
all of the other products or active ingredients/components, as the case may be,
included in such Combination Sale in such country, the calculation of Net Sales
resulting from such Combination Sale shall be determined by multiplying the Net
Combination Sale Amount by the fraction A/C where Ais the wholesale acquisition cost charged by Genzyme, its
Affiliates or its Sublicensees, as applicable, in the country where such
Combination Sale occurs, of the Licensed Product contained in the Combination
Product if sold as a separate product in such country by Genzyme, its
Affiliates or its Sublicensees, as applicable, andCis the
wholesale acquisition cost charged by Genzyme, its Affiliates or its
Sublicensees, as applicable, in such country for the entire Combination Sale.  In the event that Genzyme,
its Affiliates or its Sublicensees do not sell the Licensed Product included in
a Combination Sale as a separate product in the country where such Combination
Sale occurs, but do separately sell all of the other products or active
ingredients/components, as the case may be, included in the Combination Sale in
such country, the calculation of Net Sales resulting from such Combination Sale
shall be determined by multiplying the Net Combination Sale Amount by the
fraction (C-D)/C, where C is the wholesale acquisition cost charged by Genzyme,
its Affiliates or its Sublicensees, as applicable, in the country where such
Combination Sale occurs, of the entire Combination Sale, and D is the aggregate
of the wholesale acquisition cost charged by Genzyme, its Affiliates or
Sublicensees, as applicable, in such country, of such other products or active
ingredients/components, as the case may be, included in the Combination Product
if sold separately in such country by Genzyme, its Affiliates or its
Sublicensees, as applicable.  If the calculation of Net
Sales resulting from a Combination Sale in a country cannot be determined by
any of the foregoing methods, the calculation of Net Sales for such Combination
Sale shall be determined between the parties in good faith negotiations.  Non-Exclusive Period
means, for a product, that period after which Bayers non-competition obligation
under Section 8.10.1 of the LAPAfor
such product has expired.  Notice of Dispute
is defined in Section 15.10.2.  Oncology Product means each of (a) Fludara and any Improvements thereto,
(b) Leukine and any Improvements thereto and (c) Campath Oncology and
any Improvements thereto.  Oncology
Product Milestone Paymentsis defined inSection 4.1.6.  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  9


Oncology
Product Royalty Paymentsis defined inSection 4.1.5.  Oncology
Products Business means the Campath Business, the Fludara Business and the
Leukine Business taken as a whole.  Oncology
Year Oneis defined in Section 4.1.6.  Oncology
Year Twois defined in Section 4.1.6.  Oncology
Year Threeis defined in Section 4.1.6.  Organizational Documents
means, with respect to any Person (other than an individual), (a) the
certificate or articles of incorporation or organization and any joint
venture, limited liability company, operating or partnership agreement and
other similar documents adopted or filed in connection with the creation,
formation or organization of such Person and (b) all by-laws and similar
instruments relating to the organization or governance of such Person, in each
case, as amended or supplemented.  Patent Rights means
(a) all patents, patent applications and similar government-issued rights
(e.g.,utility models) protecting
inventions in any country or jurisdiction however denominated, (b) all
priority applications, international applications, divisionals, continuations,
substitutions, continuations-in-part of and any applications claiming priority
to any of the foregoing and (c) all patents and similar government-issued
rights (e.g., utility models)
protecting inventions issuing on any of the foregoing applications, together
with all registrations, reissues, renewals, re-examinations, confirmations,
supplementary protection certificates, and extensions of any of (a), (b) or
(c).  Payment Period is
defined in Section 4.3.1.  Permitted Deductions
is defined in the definition of Net Sales.  Person means any
individual or corporation, association, partnership, limited liability company,
joint venture, joint stock or other company, business trust, trust,
organization, university, college, Governmental Authority or other entity of
any kind.  Qualifications is
defined in Section 15.11.2.  Qualified Assignment
is defined in Section 15.2(e).  Representative
means, with respect to any Person, any director, officer, employee, agent,
consultant, advisor, or other representative of such Person, including legal
counsel, accountants, and financial advisors.  Retained Marks is
defined in Section 2.1.5(e).  Retained Names and Marks
is defined in Section 2.1.5(c).  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  10


Retained Trade Dress
is defined in Section 2.1.5(f)  Royalty Payments is
defined in Section 4.3.1.  Second Oncology
Milestone Threshold is defined in Section 4.1.6.  Shared Licensed
Copyrights means all works of authorship (including advertising, marketing
and promotional materials, artwork, labeling, and other works of authorship)
and all copyrights, moral rights and other rights and interests thereto
throughout the Territory, except for the Shared Licensed Trade Dress, whether
or not registered, that are Controlled by Bayer or any of its Affiliates other
than Business-Specific Licensed Copyrights that are related to the Licensed
Products and that have been used in, or developed with the identified intent
that it would be useful in, the Bayer Business.  Shared Licensed IP
means the Shared Licensed Copyrights, Shared Licensed Know-How, Shared Licensed
Patents, Shared Licensed Trade Dress and Shared Licensed Trademarks.  Shared Licensed Know-How
means Know-How Controlled by Bayer or any of its Affiliates, other than
Business-Specific Licensed Know-How, that are related to the Licensed Products
and that have been used in, or developed with the identified intent that it
would be useful in, the Bayer Business.  Shared Licensed Patents
means any Patent Rights Controlled by Bayer or its Affiliates, other than
Business-Specific Licensed Patents that claim inventions that are related to
the Licensed Products and that have been used in, or developed with the
identified intent that it would be useful in, the Bayer Business.  The Shared Licensed Patents include those
Patent Rights set forth on Schedule 1H of the LAPA and any Patent Rights
that directly or indirectly claim priority to such Patent Rights (including
continuations-in-part but only to the extent the claims in the
continuations-in-part claim inventions to the subject matter that is related to
the Licensed Products and that as of the Closing Date has been used in, or
developed with the identified intent that it would be useful in, the Bayer
Business and to the extent such inventions either (a) were disclosed and
described in the Patent Rights filed prior to the Closing Date or (b) are
included in Shared Licensed Know-How as such Know-How existed on the Closing
Date).  Shared Licensed Trade Dressmeans the
trade dress design that is Controlled by Bayer or its Affiliates, and that is
used in the Bayer Business on the packaging as is shown in Schedule 1I
of the LAPA.  The trade dress design is a
gentle (flat) concave horizontal wave, said wave (i) begins on the edge of
one side of the package and proceeds to the opposite edge of said side of the
package, wherein the wave ends at the edges of the package; (ii) the end
of the wave at one edge of the package is higher than at the other edge;
(iii) said wave covers only the lower part of the package; (iv) the
bottom of the wave is in a dark color and the upper part of the wave is in a lighter
color; (v) the wave is crisscrossed horizontally with a white strip
design; and wherein the trade dress can be of any color and does not
include the wording or other symbols or marks on the package.  For clarity, color alone does not constitute
Shared Licensed Trade Dress.  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  11


Shared Licensed Trademarksmeans all
United States or foreign trademarks, and all registrations and applications
relating thereto, that are Controlled by Bayer or any of its Affiliates, other
than Business-Specific Licensed Trademarks, and that are used in the Bayer
Business.  The Shared Licensed Trademarks
include those trademarks set forth on Schedule 1J of the LAPA.  Solvent is defined
in Section 15.2(g).  SOT Order is
defined in Section 2.6.  Sublicensee means
any third party to which Genzyme or its Affiliates grants, after the Closing
Date, any or all of the rights licensed by Alcafleu to Genzyme under
Section 2.1.1; provided, however, that distributors who
purchase Licensed Products from Genzyme, its Affiliates or its Sublicensees in
order to resell such Licensed Product shall not be considered Sublicensees.  Tax or Taxes
means (a) any and all federal, state, local, or foreign income, gross
receipts, license, payroll, employment, excise, severance, stamp, occupation,
premium, windfall profits, environmental, customs duties, capital stock,
franchise, profits, withholding, social security (or similar, including FICA),
unemployment, disability, real property, personal property, sales, use,
transfer, registration, escheat obligation, value added, alternative or add-on
minimum, estimated, or other tax of any kind or any charge of any kind in the
nature of (or similar to) taxes whatsoever, including any interest, penalty, or
addition thereto, whether disputed or not and (b) any liability for the
payment of any amounts of the type described in clause (a) of this
definition as a result of being a member of an affiliated, consolidated,
combined or unitary group for any period, as a result of any tax sharing, tax
allocation indemnification agreement, arrangement or understanding, or as a
result of being liable for another Persons Taxes as a transferee or successor,
by contract or otherwise.  Term means the
period commencing on the Closing Date and continuing until Genzyme is no longer
required to make any payments to Alcafleu in accordance with Section 4
hereof.  Territory means all
the countries of the world.  Third Oncology Milestone
Threshold is defined in Section 4.1.6.  Third Party Agreement
means any In-License Agreement or Out-License Agreement other than In-License
Agreements and Out-License Agreements that are Transferred Contracts.  Third Party Claim
is defined in Section 13.4.1.  Transferred Inventory
means Inventory included within the Acquired Assets.  VAT is defined in Section 4.3.5(a).  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  12


[**] means the [**], dated as of [**], between [**]  2.             LICENSE OF ASSETS  2.1.          Licenses
and Related Provisions.  2.1.1.       Licenses.  Subject to Section 2.1.2, 12.3 and 15.2,
effective at the time of, and contingent upon the occurrence of, the Closing:  (a)           For
the Business-Specific Licensed IP: 
Alcafleu hereby grants to Genzyme an exclusive (even as to Alcafleu),
perpetual, irrevocable (subject to Section 12.3 and, with respect to the
Business-Specific Licensed Trademarks, Section 2.1.5), transferable (as
specified in Section 15.2), license, with the right to sublicense through
multiple tiers (except to the extent such sublicensing in prevented in any
In-License Agreement, and as provided in Section 2.1.2(a)), under the
Business-Specific Licensed IP, as it exists on the Closing Date, to research,
develop, make, have made, use, sell, offer for sale, have sold, import and
export Licensed Products and to otherwise practice and exploit the
Business-Specific Licensed IP, as it exists on the Closing Date, in the
Territory for all fields of use.  For
clarity and without limitation, the foregoing license is granted only to the
extent Alcafleu and its Affiliates have rights in the Business-Specific
Licensed IP.  (b)           For
the Shared Licensed IP:  (i)            Alcafleu
hereby grants to Genzyme a perpetual, irrevocable (subject to
Section 12.3), transferable (as specified in Section 15.2), license,
with the right to sublicense (except to the extent such sublicensing is
prevented in any In-License Agreement, and as provided in Section 2.1.2(b)),
under the Shared Licensed Patents, Shared Licensed Know-How, and Shared
Licensed Copyrights, as they all exist on the Closing Date, solely to research,
develop, make, have made, use, sell, offer for sale, have sold, import and
export Licensed Products in the Territory. 
The license granted in this Section 2.1.1(b)(i) shall be
exclusive for a Licensed Product during the Exclusive Period for such Licensed
Product, and such license shall convert, without any further action by any
party, to a non-exclusive license during the Non-Exclusive Period for such
Licensed Product.  For clarity and
without limitation, the foregoing license is granted only to the extent
Alcafleu and its Affiliates have rights in the Shared Licensed Patents, Shared
Licensed Know-How, and Shared Licensed Copyrights.  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  13


(ii)           Subject
to the terms and conditions of Section 2.1.5, Alcafleu hereby grants to
Genzyme a limited, non-exclusive, non-transferable license, without the right
to sublicense, under the Shared Licensed Trademarks and Shared Licensed Trade
Dress solely to market, distribute and sell Licensed Products in the Territory
for the time period specified and as further set forth in
Section 2.1.5.  Notwithstanding any
grant of a license to use the terms Schering or Scher alone or in
combination with another term, these terms cannot, by Genzyme be used in or
imported into the United States or Canada under any conditions.  (c)           Notwithstanding
paragraphs (a) and (b) above, no Prohibited Asset will be licensed to
Genzyme hereunder, and to the extent a Prohibited Asset is excluded from the
license to Genzyme pursuant to this paragraph (c), such asset shall be excluded
from the definition of Licensed IP and the various individual definitions
comprising the Licensed IP.  2.1.2.       Sublicensee
Obligation.  (a)           For
the Business-Specific Licensed IP, Genzyme may grant sublicenses (including
multiple tier sublicenses) without Alcafleus consent; provided, however,
that (i) Genzyme will be fully responsible for the performance of such
Sublicensees hereunder, (ii) each such sublicense shall permit Alcafleu to
audit the Sublicensee on substantially the same terms as those set forth in
Section 4.4 and (iii) each Sublicensee of any commercial rights shall
agree to diligence requirements no less than those specified in Section 9.5
to the extent applicable to the activities to be undertaken by such
Sublicensee.  Notwithstanding the
foregoing, Genzyme shall not have the right to grant sublicenses through
multiple tiers to the extent such sublicenses are limited pursuant to the
In-License Agreements set forth on Schedule 2.1.2(a) of the LAPA.  (b)           For
the Shared Licensed Patents, Shared Licensed Know-How, and Shared Licensed
Copyrights, Genzyme may grant sublicenses (i) with Alcafleus prior
written consent, (ii) without Alcafleus consent to a Genzyme Affiliate,
or (iii) without Alcafleus consent only if the Shared Licensed Patents,
Shared Licensed Know-How, and Shared Licensed Copyrights is sublicensed with
and to no greater scope than a sublicense of the Business-Specific Licensed IP
through a [**]; provided, however, that in either case
(A) Genzyme shall be fully responsible for the performance of such
Sublicensees hereunder, (B) each such sublicense shall permit Alcafleu to
audit the Sublicensee on substantially the same terms as those set forth in
Section 4.4, (C) each Sublicensee of any commercial rights shall
agree to diligence requirements no less than those specified in  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  14


Section 9.5 to the extent applicable to the activities to be
undertaken by such Sublicensee and (D) Genzyme provides notice to Alcafleu
of said sublicense, including the names and contact information of each
Sublicensee and the scope and purpose of the sublicense.  Notwithstanding the foregoing, Genzyme shall
not have the right to grant sublicenses through multiple tiers to the extent such
sublicenses are limited pursuant to the In-License Agreements set forth on Schedule
2.1.2(b) of the LAPA.  (c)           Notwithstanding
Section 12.3.4, any sublicense granted by Genzyme to an Affiliate will
automatically terminate upon termination of this Agreement.  2.1.3.       Retained
Rights.  (a)           Alcafleu
retains the non-exclusive, non-transferable (except for the right to license
Bayer) right under the Business-Specific Licensed IP only to the extent
necessary for Alcafleu or its Affiliates to perform their obligations under
this Agreement, the LAPA and the Ancillary Agreements.  This retained right may be licensed by
Alcafleu or Bayer as reasonably necessary in Alcafleus or Bayers sole
discretion for Alcafleu or its Affiliates to perform their obligations under
this Agreement, the LAPA and the Ancillary Agreements, provided, however,
that (i) Alcafleu will, or will cause its Affiliates to, be fully
responsible for the performance of such sublicensees and (ii) Alcafleu
promptly provides notice to Genzyme of each such sublicense, including the
names and contact information of each sublicensee and the scope and purpose of
the sublicense.  (b)           Alcafleu
retains the non-exclusive, non-transferable right under the Business-Specific
Licensed IP related to the manufacturing and supply of Fludara to the extent
necessary for Alcafleu or its Affiliates to perform their supply obligations
and grant the rights granted by Bayer under the agreements entered into by
Bayer prior to the execution date of the LAPA as set forth in Schedule 2.1.3(b) of
the LAPA.  (c)           For
the purpose of clarity, subject to the [**] of the LAPA, and notwithstanding
anything else to the contrary in this Agreement, Alcafleu and its Affiliates
may use the inventions claimed in the Business-Specific Licensed Patents to the
same extent as a non-licensed third party would be legally permitted to use
such inventions.  (d)           Subject
to the [**] of the LAPA, Bayer and its Affiliates retains all rights to use,
license and commercially exploit the Shared Licensed IP for all purposes other
than those exclusively licensed to Genzyme during the Exclusive Period, and for
all purposes, without limitation, during the Non-Exclusive Period.  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  15


2.1.4.      Third
Party Agreements.  (a)           Generally.  Alcafleu covenants that it will not, and will
cause its Affiliates not to, in each case, without Genzymes prior written
consent (which consent, with regard to the Shared Licensed IP, shall not be
unreasonably withheld) agree, consent or acquiesce to any amendment, supplement
or other modification to or any termination of any existing Third Party
Agreement, or take any action under a Third Party Agreement with respect to:
(i) the Business-Specific Licensed IP licensed thereunder and
(ii) the Shared Licensed IP licensed thereunder (to the extent such
actions affect Genzymes exclusive rights in the Shared Licensed IP).  Alcafleu will, and will cause its Affiliates,
to exercise its rights relating to the Business-Specific Licensed IP and to the
Shared Licensed IP (with regard to the Shared Licensed IP, to the extent such
actions affect Genzymes exclusive rights in the Shared Licensed IP) under any
Third Party Agreement in consultation with Genzyme and in a manner that is
consistent with the terms of this Agreement, and in consultation with Genzyme,
take all commercially reasonable actions necessary to maintain and enforce such
rights with respect to the Business-Specific Licensed IP and to the Shared
Licensed IP (with regard to the Shared Licensed IP, to the extent such actions
affect Genzymes exclusive rights in the Shared Licensed IP) under Third Party
Agreements.  (b)           In-Licenses.  Alcafleu agrees to keep Genzyme fully
informed of the rights that Alcafleu or any of its Affiliates has with respect
to the any Business-Specific Licensed IP and to the Shared Licensed IP (with
regard to the Shared Licensed IP, to the extent such rights affect Genzymes
exclusive rights in the Shared Licensed IP) that has been licensed to Alcafleu
or its Affiliates under an In-License Agreement that is not a Transferred
Contract (the In-Licensed IP). 
Alcafleu will, and will cause its Affiliates to, take all actions
reasonably requested by Genzyme in respect of these rights, as well as provide
to Genzyme all material information and copies of material correspondence and
other material documents received from the other parties to such In-License
Agreements.  Alcafleu will, and will
cause its Affiliates to, immediately notify Genzyme of (i) any event of
which Alcafleu is aware that affects in any material respect the rights granted
to Alcafleu under an In-License Agreement that are, in turn, sublicensed to
Genzyme pursuant to this Agreement or (ii) receipt by Alcafleu of any
written notice received under any Third Party Agreement, including any of
breach or termination of any Third Party Agreement.  Alcafleu will, and will cause its Affiliates
to, promptly furnish Genzyme with copies of all reports and other
communications that Alcafleu or any of its Affiliates furnishes to the other
parties to the In-License Agreements that relate in any material respect to the
Business or the rights granted to Genzyme under this Agreement, and to the
extent any  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  16


such reports or communication relate to the efforts of Genzyme under
this Agreement, Alcafleu will, and will cause its Affiliates to, give Genzyme a
reasonable opportunity to review and comment upon such reports or
communications before they are transmitted to the other parties to the
In-License Agreements.  2.1.5.      Trademark
and Trade Dress Control.  (a)           Quality
Control.  The quality of the Licensed
Products sold by Genzyme under or in connection with the Licensed Trademarks
and Shared Licensed Trade Dress must be of a sufficiently high quality to be
generally comparable to the quality of products sold by Bayer under the
Licensed Trademarks and Shared Licensed Trade Dress prior to the Closing
Date.  At the reasonable request of
Alcafleu or Bayer, not more frequently than annually, Genzyme will send
Alcafleu and Bayer samples of the Licensed Products sold by Genzyme under the
Licensed Trademarks and Shared Licensed Trade Dress.  (i)            In
the event that Genzyme materially breaches this Section 2.1.5(a) with
respect to a Business-Specific Licensed Trademark and fails to cure such breach
within sixty (60) days after Alcafleu and/or Bayer notifies Genzyme in writing
of such breach, Alcafleu and/or Bayer may terminate the license to such
Business-Specific Licensed Trademark under Section 2.1.1 by delivery to
Genzyme of a written notice of termination. 
If Genzyme disputes in good faith the existence or materiality of an
alleged breach specified in a notice provided by Alcafleu and/or Bayer pursuant
to this Section 2.1.5, and provides notice to Alcafleu and Bayer of such
dispute within the sixty (60) day period following the date that Alcafleu
and/or Bayer notified Genzyme of the breach, Alcafleu and Bayer will not have
the right to terminate the license to such Business-Specific Licensed Trademark
unless and until the existence of such material breach has been finally
determined in accordance with the dispute resolution provisions of
Sections 15.10 and 15.13 and Genzyme fails to cure such breach within
twenty (20) Business Days following such determination.  It is understood and acknowledged that during
the pendency of such dispute, the license to such Business-Specific Licensed
Trademark will remain in effect.  The
foregoing termination right will be Alcafleus and Bayers sole and exclusive
remedy for a breach of this Section 2.1.5(a)(i) to the extent it
relates to a Business-Specific Licensed Trademark.  (ii)           In
the event that Genzyme materially breaches this Section 2.1.5 with respect
to a Shared Licensed Trademark or  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  17


Shared Licensed Trade Dress and fails to cure such breach within sixty
(60) days after Alcafleu and/or Bayer notifies Genzyme in writing of such
breach, Alcafleu and/or Bayer may terminate the license to such Shared Licensed
Trademark and Shared Licensed Trade Dress under Section 2.1 by delivery to
Genzyme of a written notice of termination. 
In addition to the foregoing termination rights, Alcafleu and Bayer
shall retain any other rights and remedies either has in law and/or equity with
respect to a breach related to a Shared Licensed Trademark and Shared Licensed
Trade Dress.  (b)           Special
Rights.  Genzymes license to use the
Shared Licensed Trademarks and Shared Licensed Trade Dress that are the
corporate names of Bayer or any of its Affiliates or any other name, logo,
trade dress, abbreviation, word or combination thereof of corporate
identification is subject to the terms, conditions, and limitations set forth
below.  It is hereby agreed that Genzyme
may utilize, at its sole option, the following items:  (i)            Without
limitation of time, Genzyme may use manuals, technical specifications,
descriptive literature and catalogs and similar materials related to the Bayer
Business and bearing the name or marks or trade dress of Bayer or any of its
Affiliates; provided, however, that the name, marks and trade
dress shall be stamped or overprinted with one or more names or marks or trade
dress of Genzyme not confusingly similar thereto as soon as practicable, and in
any event, no later than (A) [**] days after delivery by Bayer or its
Affiliates of such materials to be used by Genzyme in the U.S., and
(B) [**] days after delivery by Bayer or its Affiliates of such materials
to be used by Genzyme outside the U.S.  (ii)           Genzyme
shall, subject to applicable Legal Requirements, have a period of [**] months
after the Closing Date within which to use the corporate names, trade dress and
identification (including NDC numbers) of Bayer and its Affiliates pertaining
to the Bayer Business.  (iii)          Notwithstanding
the foregoing, Genzyme shall, subject to applicable Legal Requirements, have
the right to sell any products of the Business in the [**] month period after
the Closing Date that are in bags or other containers bearing any of the
corporate names or trade dress or identification (including NDC numbers) of
Bayer or any of its Affiliates, so long as such products are not outdated and
so long as products sold by Genzyme after  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  18


[**] months following the Closing Date are not packaged in bags or
other containers that bear such names, marks, trade dress or codes; provided,
however, that Genzyme may continue to use the corporate names or trade
dress or identification (including NDC numbers) of Bayer or its Affiliates
beyond such period to the extent required by applicable Legal Requirements as a
result of Bayer (or its Affiliate) manufacturing a Licensed Product or holding a
Permit relating to a Licensed Product.  (iv)          Notwithstanding
the foregoing, Genzyme shall diligently pursue in good faith obtaining its own
names, marks, trade dress and NDC numbers pertaining to the Business.  (c)           Use
of Retained Names and Marks.  Notwithstanding
any other provision of this Agreement to the contrary (except for the limited
rights granted in Section 2.1.1(b)(ii) and the rights specified in
Section 2.1.5(b)), no interest in or right to use the name Bayer or Scher
or any other corporate indication of Bayer or its Affiliates (including any
logo, trademark, trade dress, trade name or domain name containing the
component Bayer or Bay or Scher or any derivation thereof, including but
not limited to the wave line design and the logo Bayer-Cross consisting of
the word Bayer written in the shape of a cross (with or without a circle)) and
the representative samples of the trademarks, trademark applications and trade
dress set forth on Schedule 2.1.5(c) of the LAPA, as such Schedule
shall be amended for additions as of the Closing Date consistent with the
foregoing description (collectively, the Retained Names and Marks), is
being transferred pursuant to the Contemplated Transactions and the use of any
Retained Names and Marks shall cease as provided in Section 2.1.5, and
Genzyme promptly thereafter will remove or obliterate and cease to use all the
Retained Names and Marks from its signs and unused inventory of purchase
orders, invoices, sales orders, labels, letterheads, shipping documents, and
other items and materials of the Business and otherwise, and will not use or
put into use after the Closing Date any such items and materials that bear any
Retained Names and Marks (or any name, mark, trade dress or logo confusingly
similar thereto), except as provided in Section 2.1.5.  Furthermore, except as contemplated by the
Transition Services Agreement, Genzyme will not use the name Bayer as a
domain or e-mail address component without undue delay after the Closing Date; provided,
however, that incoming emails shall be forwarded by Bayer or its
Affiliates to new email addresses for a period of ninety (90) days after the
Closing Date.  The parties agree that
neither Bayer nor its Affiliates shall has any responsibility for claims by
third parties arising out of, or relating to, the use of any Retained Names and
Marks by Genzyme after the Closing Date. 
This Agreement shall not preclude Genzyme from making non-trademark use
of the  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  19


Retained Names and Marks for purposes of historical reference, or as
required by Legal Requirements, or as reasonably necessary in connection with
activities before Governmental Authorities.  (d)           Use
of Retained Names and Marks.  Genzyme
shall not change or modify the Retained Names and Marks or use the Retained
Names and Marks in any modified form. 
The authorization set forth in Section 2.1.5 in no way provides
Genzyme any rights in or authorization to use any other confusingly similar
trademarks, service marks, trade names, trade dress or other similar property
or rights of Alcafleu or Bayer.  (e)           Genzyme
shall not at any time, (i) knowingly use any logo, trademark, trade name
or domain name containing the component Bayer or Bay or Scher or any
derivation thereof, including but not limited to the logo Bayer-Cross
consisting of the word Bayer written in the shape of a cross (with or without a
circle) all as set forth on Schedule 2.1.5(e) of the LAPA
(collectively the Retained Marks) in any way that would impair the
validity of such Retained Marks as proprietary trademarks, service marks, trade
names and/or trade dress in any jurisdiction, (ii) take any action which
would impair Alcafleus or Bayers ownership of any Retained Marks or their
legality or enforceability, (iii) register, or cause to be registered, in
Genzymes name or the name of another, any of the Retained Marks or any other
trademarks, names, logos, symbols, trade dress or designs they know to be
confusingly similar to the Retained Marks, (iv) use, display, advertise or
promote any trademarks, names, logos, symbols, trade dress or designs they know
to be confusingly similar to any of the Retained Marks in any jurisdiction, or
(v) use any of the Retained Marks as part of a corporate or trade name of
any business organization.  Genzyme shall
not challenge the validity of the Retained Marks or Alcafleus or Bayers
ownership thereof in any form or manner. 
All goodwill deriving from the use of the Retained Marks by Genzyme
pursuant to the terms of Section 2.1.5 of this Agreement or arising out of
the terms of Section 2.1.5 of this Agreement shall accrue solely and
exclusively to Bayer and its Affiliates.  (f)            For
a period of [**] years from the Closing Date, Genzyme shall not,
(i) knowingly use any logo or trade dress containing the wave line design
or any derivation thereof, as set forth in the definition of Shared Licensed
Trade Dress and on Schedule 2.1.5(f) of the LAPA (collectively the Retained
Trade Dress) in any way that would impair the validity of such Retained
Trade Dress as proprietary trademarks, service marks, trade names and/or trade
dress in any jurisdiction, (ii) take any action which would impair
Alcafleus or Bayers ownership of any Retained Trade Dress or their legality
or enforceability, (iii) register, or cause to be registered, in Genzymes
name or the name of another, any of  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  20


the Retained Trade Dress or any other trademarks, names, logos,
symbols, trade dress or designs they know to be confusingly similar to the
Retained Trade Dress, (iv) use, display, advertise or promote any
trademarks, names, logos, symbols, trade dress or designs they know to be
confusingly similar to any of the Retained Trade Dress in any jurisdiction,
(v) use any of the Retained Trade Dress as part of a corporate or trade
name of any business organization, or (vi) challenge the validity of the
Retained Trade Dress or Alcafleus or Bayers ownership thereof in any form or
manner.  All goodwill deriving from the
use of the Retained Trade Dress by Genzyme pursuant to the terms of Section 2.1.5
of this Agreement or arising out of the terms of Section 2.1.5 of this
Agreement shall accrue solely and exclusively to Bayer and its Affiliates.  For avoidance of doubt, upon expiration of
the [**] year period in this Section 2.1.5(f), Genzyme shall have no
greater rights in the wave line design than any unrelated third party would
have.  2.1.6.      No
Implied Rights; Future IP.  Genzyme
acknowledges and agrees that:  (a)           No
rights or licenses of Intellectual Property rights are conveyed to Genzyme
other than those expressly provided in this Agreement, the LAPA and the
Ancillary Agreements, and except as expressly provided in this Agreement, the
LAPA and the Ancillary Agreements, no such conveyance or license of rights will
be implied or deemed to have been made.  (b)           Except
as provided in Section 2.5 of the LAPA,no
rights or licenses are conveyed to Genzyme with respect to any Intellectual
Property rights owned or Controlled by any third party that is not an Affiliate
of Alcafleu or Bayer as of the Closing Date (regardless of whether such third
party later becomes an Affiliate of Alcafleu or Bayer).  (c)           For
purposes of clarity:  (i)            The
license granted in Section 2.1.1(a) under the Business-Specific
Licensed IP is granted as the Business-Specific Licensed IP exists at the
Closing Date, and does not grant any license to Genzyme with respect to a
Patent Right claiming an invention made after the Closing Date, Know-How
developed after the Closing Date, any copyright to a work created after the
Closing Date, or any trademark adopted after the Closing Date.  For further clarity, (A) the license
granted by Alcafleu under the Business-Specific Licensed Patents does include
Patent Rights filed and issued after the Closing Date (1) if such Patent
Rights directly or indirectly claim priority to a Business-Specific Licensed
Patents  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  21


that was filed prior to the Closing Date (including
continuations-in-part but only to the extent the claims in the
continuations-in-part claim inventions to subject matter that is exclusively
related to the Licensed Products and used exclusively in, had been used exclusively
in and are as of the Closing Date exclusive to, or was developed exclusively
for and is currently exclusive to, the Bayer Business and that was disclosed
and described in a Business-Specific Licensed Patents that was filed prior to
the Closing Date) or (2) to the extent such Patent Rights claim an
invention that was contained within Business-Specific Licensed Know-How as the
Business-Specific Licensed Know-How existed prior to the Closing Date;
(B) the license granted under the Business-Specific Licensed Copyrights
does include any registrations filed and issued after the Closing Date that
relate to copyrightable works created prior to the Closing Date, and
(C) the license granted under the Business-Specific Licensed Trademarks
does include any applications and registrations filed and issued after the
Closing Date that relate to BusinessSpecific Licensed Trademarks adopted prior
to the Closing Date.  (ii)           The
license granted in Section 2.1.1(b) under the Shared Licensed IP is
granted as the Shared Licensed IP exists at the Closing Date, and does not
grant any license with respect to a Patent Right claiming an invention made
after the Closing Date, Know-How developed after the Closing Date, any
copyright to a work created after the Closing Date, or any trademark adopted
after the Closing Date.  For further
clarity, (A) the license granted under the Shared Licensed Patents does
include Patent Rights filed and issued after the Closing Date (1) if such
Patent Rights directly or indirectly claim priority to a Shared Licensed
Patents that was filed prior to the Closing Date (including
continuations-in-part but only to the extent the claims in the
continuations-in-part claim inventions to subject matter that is related to the
Licensed Products and that as of the Closing Date has been used in, or
disclosed with the identified intent that it would be useful in, the Bayer
Business and that is disclosed and described in a Shared Licensed Patents that
was filed prior to the Closing Date or (2) to the extent that such Patent
Rights claim any inventions contained within Shared Licensed Know-How as the
Shared Licensed Know-How existed prior to the Closing Date); and (B) the
license granted under the Shared Licensed Copyrights does include any
registrations filed and issued after the Closing Date that relate to
copyrightable works created prior to the Closing Date.  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  22


2.2.         Know-How
Transfer.  To enable Genzyme to
exercise the rights granted under this Agreement, Alcafleu shall cause Bayer to
promptly deliver or otherwise provide to Genzyme and its Representatives
Licensed Know-How within the possession or Control of Bayer or any of its
Affiliates.  Without limiting the
generality of the foregoing, and without limiting the delivery and provision of
Licensed Know-How pursuant to the Purchase and Sale Agreement, Leukine Tolling
Agreement or Fludara Supply Agreement, as described in the Transition Services
Agreement, Alcafleu shall cause Bayer to promptly deliver, make available or
otherwise provide to Genzyme Licensed Know-How in accordance with the requirements
and timelines determined by the Joint Transition Team.  Additionally, on a commercially reasonable
schedule and in a commercially reasonable format to be agreed upon by the
parties, Alcafleu shall cause Bayer to deliver to Genzyme copies of documents,
files, diagrams, specifications, designs, schematics, reports, records,
laboratory notebooks, data, materials, prototypes, test devices, models and
simulations, or other written, graphic, biologic, or other tangible material in
Bayers or its Affiliates possession in any media, to the extent it discloses
or embodies Licensed Know-How.  For a
period of [**] months after the Closing Date, as requested by Genzyme from time
to time, qualified personnel from Bayer familiar with the applicable Licensed Know-How,
to the extent Bayer still employs such personnel, will meet or participate in
telephone conference calls with personnel from Genzyme at such times, and in
the case of in-person meetings, at such venues, to be agreed upon by the
parties as reasonably necessary to exchange knowledge necessary to fully
transfer all Licensed Know-How.  2.3.         Transfer
of Licensed IP.  During the Term,
neither Alcafleu nor any of its Affiliates will transfer or assign its right,
title or interest in any Business-Specific Licensed IP to any third party,
other than in connection with an assignment of this Agreement as a whole in
accordance with Section 15.2.  2.4.         [INTENTIONALLY OMITTED]  2.5.         [INTENTIONALLY OMITTED]  2.6.         No
Rights in SOT Assets. 
Notwithstanding anything to the contrary in this Agreement, Genzyme is
not acquiring any right, title or interest in the Campath SOT Assets (as
such term is defined in the Decision and Order of the FTC relating to the
resolution of the case known as In the
Matter of Gorilla Corporation and ILEX Oncology, Inc.(FTC File
No. 041-0083) (the SOT Order)) and Alcafleu is not licensing or
transferring to Genzyme any of Alcafleus right, title or interest, if
any, in the Campath SOT Assets (as such term is defined in the SOT Order),
under this Agreement or any of the Ancillary Agreements.  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  23


3.             [INTENTIONALLY OMITTED]  4.             CONSIDERATION  4.1.         Oncology
Products.  4.1.1.      [Intentionally Omitted]  4.1.2.      [Intentionally Omitted]  4.1.3.      [Intentionally Omitted]  4.1.4.      Royalties
under In-License Agreements.  From
and after the Closing Date, Genzyme or its Affiliate hereby agrees to make the
monetary payments owed to third parties pursuant to the In-License Agreements
(other than payments attributed to sales made or reimbursement of development
activities performed prior to the Closing), by either making such payments
directly to such third parties or reimbursing Alcafleu for making such
payments.  4.1.5.      Royalty
Payments.  In accordance with the
terms and conditions of this Agreement, Genzyme or its Affiliate will make royalty
payments to Alcafleu by paying a percentage of Net Sales in the Territory of
the Oncology Products as set forth below (collectively, the Oncology
Product Royalty Payments):   Oncology
  Product
  
  Percentage of Net SalesFludara
  
  [**]% through calendar
  year [**];
  [**]% during and after
  calendar year [**]Leukine
  
  [**]% through calendar
  year [**];
  [**]% during and after
  calendar year [**]Campath Oncology
  
  [**]%  Genzyme will make such
Oncology Product Royalty Payments until the earlier of(a) the aggregate of all Oncology Product Royalty
Payments equalling US $500 million or (b) eight (8) years from the
Closing Date, at which time Genzymes obligation to make any such Oncology
Product Royalty Payments will terminate.  4.1.6.      Milestone
Payments.  In accordance with the
terms and conditions of this Agreement, within [**] days after the achievement
of each of the following indicated events collectively by Genzyme, its
Affiliate or Sublicensee, Genzyme will pay to Alcafleu the following milestone
payments (the Oncology Product Milestone Payments):  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  24


Event
  
  AmountIf
  Net Sales of the Oncology Products in the Territory collectively reach US
  $[**] (First Oncology Milestone Threshold) in Oncology Year One
  
  US $
  [**]If
  Net Sales of the Oncology Products in the Territory collectively reach US
  $[**] (Second Oncology Milestone Threshold) in Oncology Year Two
  
  US $
  [**]If
  Net Sales of the Oncology Products in the Territory collectively reach US
  $[**] (Third Oncology Milestone Threshold) in Oncology Year Three
  
  US $
  [**]  Wherein for Section 4.1.6:  (a)           If
the First Oncology Milestone Threshold is reached in any contiguous twelve (12)
month period between [**] and [**], Oncology Year One will be the first
twelve (12) month period between [**] and [**] in which the First Oncology
Milestone Threshold is reached.  If the
First Oncology Milestone Threshold is not met in any contiguous twelve (12)
month period between [**] and [**], then Oncology Year One will be designated
as calendar year [**].  (b)           If
the First Oncology Milestone Threshold is reached in Oncology Year One, then Oncology
Year Two will be the twelve (12) month period following Oncology Year
One.  If the First Oncology Milestone
Threshold is not reached in Oncology Year One, Oncology Year Two will be the
first contiguous twelve (12) month period between [**] and [**] in which the
Second Oncology Milestone Threshold is reached; provided, however,
if the Second Oncology Milestone Threshold is not reached in any contiguous
twelve (12) month period between [**] and [**], then Oncology Year Two will be
designated as calendar year [**].  (c)           If
the First Oncology Milestone Threshold is reached in Oncology Year One, then Oncology
Year Three will be the contiguous twelve (12) month period following Oncology
Year Two.  If the First Oncology
Milestone Threshold is not reached in Oncology Year One and the Second Oncology
Milestone Threshold is reached in Oncology Year Two, then Oncology Year Three
will be the contiguous twelve (12) month period following Oncology Year
Two.  If the First Oncology Milestone
Threshold is not reached in Oncology Year One and the Second Oncology Milestone
Threshold is not reached in Oncology Year Two, then Oncology Year Three will be
the first contiguous twelve (12) month  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  25


period between [**] and [**] in which the Second Oncology Milestone
Threshold is reached.  (d)           Each
of the three (3) Oncology Product Milestone Payments under this
Section 4.1.6 will only be payable the first time such milestone is
reached.  4.2.         Alemtuzumab
MS.  4.2.1.      Royalty
Payments.  In accordance with the
terms and conditions of this Agreement, Genzyme will make royalty payments to
Alcafleu by paying a percentage of Net Sales in the Territory of Approved
Alemtuzumab MS as set forth below (collectively, the Alemtuzumab MS Royalty
Payments):   Aggregate Payments to Alcafleu
  
  Percentage of Net SalesAggregate
  royalty payments to Alcafleu on Net Sales of Approved Alemtuzumab MS is less
  than or equal to US $[**]
  
  [**]
  %Aggregate
  royalty payments to Alcafleu on Net Sales of Approved Alemtuzumab MS is
  greater than US $[**] and less than or equal to US $[**]
  
  [**]
  %  Genzyme will not be
obligated to make any Alemtuzumab MS Royalty Payments or record any Net Sales
in the Territory of Approved Alemtuzumab MS until the earlier of (i) FDA
approval or (ii) marketing approval by the EMEA of Alemtuzumab MS.  Genzyme will make such Alemtuzumab MS Royalty
Payments until the earlier of(a) the
aggregate of allAlemtuzumab MSRoyalty Payments equalling US $1.25 billion or (b) ten (10) years
from the date of first commercial sale ofAlemtuzumab MSafter FDA approval ormarketing approval by the
EMEA, at which time Genzymes
obligation to make suchAlemtuzumab MSRoyalty Payments will terminate.  4.2.2.      Milestone
Payments.  In accordance with the
terms and conditions of this Agreement, including Section 4.2.3 below,
within [**] days after the end of the calendar year in which the following
indicated events are achieved collectively by Genzyme, its Affiliates or
Sublicensees, Genzyme will pay to Alcafleu the following milestone payments
(the Alemtuzumab MSMilestone
Payments):  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  26


Event
  
  AmountIf Net Sales of Approved
  Alemtuzumab MS in the Territory reach US $[**] in any contiguous twelve (12)
  month period between [**] and [**]
  
  [**]% of Net Sales of
  Approved Alemtuzumab MS in the Territory in the first such twelve (12) month
  periodIf Net Sales of Approved
  Alemtuzumab MS in the Territory reach US $[**] in any contiguous twelve (12)
  month period between [**] and [**]
  
  [**]% of Net Sales of
  Approved Alemtuzumab MS in the Territory in the first such twelve (12) month
  periodIf Net Sales of Approved
  Alemtuzumab MS in the Territory reach US $[**] in any contiguous twelve (12)
  month period from [**] and [**]
  
  [**]% of Net Sales of
  Approved Alemtuzumab MS in the Territory in the first such twelve (12) month
  periodIf Net Sales of Approved
  Alemtuzumab MS in the Territory reach US $[**] in any contiguous twelve (12)
  month period from [**]and [**]
  
  [**]% of Net Sales of
  Approved Alemtuzumab MS in the Territory in the first such twelve (12) month
  period  If any of the four (4) milestones
in Section 4.2.2 is met in [**] during the [**] time period specified for
such milestone, then the [**] where such milestone is reached shall be used to
determine Net Sales with regard to the applicable Alemtuzumab MS Milestone
Payment.  Each of the four (4) Alemtuzumab
MSMilestone Payments under
this Section 4.2.2 will only be payable the first time such milestone is
reached.  4.2.3.       Milestone
Buyout Option.  In lieu of paying the
Alemtuzumab MSMilestone Payments under
Section 4.2.2, Genzyme has the option exercisable in its sole discretion
within [**] days of the end of calendar year 2020, to make a one-time payment
to Alcafleu equal to [**]of the annual Net Sales in the Territory of Approved
Alemtuzumab MS in calendar year 2020 (the Milestone Buyout Payment); provided,
however, that the Milestone Buyout Payment will not be less than US
$[**] nor greater than US $900 million, regardless of the actual annual Net
Sales in the Territory of Approved Alemtuzumab MS in calendar year 2020.  Upon paying the Milestone Buyout Payment,
Genzymes obligation to make any Alemtuzumab MSMilestone
Payments under Section 4.2.2 will terminate.  4.3.          Payment
Provisions.  4.3.1.       Royalty
Payment Reports and Payments.  For as
long as Genzyme is obligated to make Oncology Product Royalty Payments pursuant
to Section 4.1.5 or Alemtuzumab MS Royalty Payments pursuant to
Section 4.2.1 (collectively, the Royalty Payments), within [**]
days after the last day of each  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  27


calendar quarter, Genzyme will deliver to Alcafleu a report of Net
Sales of each respective Licensed Product by Genzyme, its Affiliates and
Sublicensees during the preceding quarterly period (any such period, a Payment
Period), with all Royalty Payments, if any, due for the Payment Period
covered by such report being due no later than [**] days after the last day of
such Payment Period.  Such reports shall
be Genzymes Confidential Information and subject to Alcafleus non-disclosure
and non-use obligations under Section 8.8.3.  4.3.2.       Payment
Method.  (a)           Royalty
Payments under this Agreement will be made by Genzyme or its Affiliates in
(i) U.S. Dollars for the portion of such Royalty Payment attributable to
Net Sales invoiced by Genzyme or its Affiliates in a currency other than Euros
and (ii) Euros for the portion of such Royalty Payment attributable to Net
Sales invoiced by Genzyme or its Affiliates in Euros, by wire transfer to a
bank account designated by Alcafleu.  (b)           Milestone
Payments under this Agreement will be made by Genzyme or its Affiliates in
(i) U.S. Dollars for the portion of the applicable milestone threshold
attributable to Net Sales invoiced by Genzyme or its Affiliates in a currency
other than Euros and (ii) Euros for the portion of the applicable
milestone threshold attributable to Net Sales invoiced by Genzyme or its
Affiliates in Euros, by wire transfer to a bank account designated by Alcafleu.  (c)           The
Milestone Buyout Payment, if any, will be made by Genzyme or its Affiliates in
(i) U.S. Dollars for the portion of the underlying Net Sales that are
invoiced by Genzyme or its Affiliates in a currency other than Euros and
(ii) Euros for the portion of the underlying Net Sales that are invoiced
by Genzyme or its Affiliates in Euros, by wire transfer to a bank account
designated by Alcafleu.  (d)           [Intentionally Omitted]  4.3.3.       Exchange
Rate.  Net Sales calculated under
this Agreement will be computed for each calendar quarter with Net Sales
invoiced in a currency other than Euro or U.S. Dollars converted into U.S.
Dollars in accordance with GAAP, using the average of the relevant exchange
rates for each month of such quarter based on the rates published by Bloomberg
for such month.  In the event that
Bloomberg does not publish an exchange rate for the conversion of any given
currency into U.S. Dollars or Euros for any given month or longer period, or if
Bloomberg ceases to publish such rate, then the rates published by the European
Central Bank on its web site (http://www.ecb.int) shall be used for the
purposes of calculating rates for the currency conversion.  For purposes of calculating (a) the U.S.
Dollar-based payment limitations and thresholds for Royalty Payments,  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  28


(b) the U.S. Dollar-based milestone thresholds and limitations and
(c) the U.S. Dollar-based amount of the Milestone Buyout Payment, Net
Sales invoiced in Euro will be converted into U.S. Dollars in the same manner
as described for non-Euro currencies in the first sentence of this Section 4.3.3.  With each quarterly Royalty Payment, Genzyme
will provide to Alcafleu a report detailing, with respect to the applicable
quarter, the contribution of Net Sales invoiced (x) during such quarter
and (y) during such quarter and all previous quarters to the Net Sales
thresholds for determination of when Milestone Payments are payable pursuant to
Sections 4.1.6, 4.2.2 or 4.2.3 and for determination of when royalties will no
longer be payable pursuant to Section 4.1.5 or 4.2.1, in each case
converted into U.S. Dollars in accordance with this Agreement.  The computation and determination of U.S.
Dollar based payment limitations and thresholds, Milestone Payments, if any,
and the Milestone Buyout Payment, if any, will be based on the exchange rates
used in such reports and not at those of the day of payment.  4.3.4.       Withholdings.  Any income Tax or other Tax which Genzyme is
required by applicable Legal Requirements to withhold or pay to a Governmental
Authority with respect to monies payable under this Agreement will be deducted
from the amount of such payments and paid to the relevant Governmental
Authority.  Any amounts actually
deducted, withheld or paid pursuant to the foregoing sentence will be treated
for all purposes of this Agreement as paid to the Person in respect of which
such withholding, deduction or payment was made.  If Genzyme or any of its Affiliates is
required to make any such payment, deduction or withholding, Genzyme will
notify Alcafleu of such requirement thirty (30) days prior to the first time
any particular type of payment requires such payment, deduction or withholding,
and thereafter with respect to each subsequent payment of that type, indicate
the details of the payment, deduction or withholding in its report to Alcafleu
accompanying the payment with respect to which such payment, deduction or
withholding has been made.  Upon written
request from Alcafleu, Genzyme will promptly provide (or cause to be provided)
to Alcafleu a certificate or other documentary evidence establishing the
payment to the relevant Governmental Authority of any amount withheld or
deducted by Genzyme or its Affiliates. 
No deduction shall be made or a reduced amount shall be deducted if
Genzyme or its paying Affiliate is timely furnished with the necessary
documents prescribed by applicable Legal Requirement in a form reasonably
satisfactory to Genzyme identifying that the payment is exempt from Tax or
subject to a reduced Tax rate.  Genzyme
(and its Affiliates) and Alcafleu will reasonably cooperate in completing and
filing documents required under the provisions of any applicable Tax treaty or
under any other applicable Legal Requirement, in order to enable Genzyme to
make such payments to Alcafleu without any deduction or withholding, or any
reduced deduction or withholding, if possible.  4.3.5.       VAT.  All agreed remunerations are considered to be
net of value added tax (VAT).  VAT applies additionally as
legally owed, payable after  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  29


receipt of a correct invoice, which meets all requirements according to
the applicable VAT Legal Requirements.  For the avoidance of doubt,
Alcafleu and Genzymes current understanding of the Legal Requirements is that
VAT does not apply under current Legal Requirements to transfers to Genzyme or
a Luxembourg Affiliate of Genzyme (including a Swiss branch of a Luxembourg
Affiliate) in connection with the Contemplated Transactions.  Alcafleu and Genzyme agree to cooperate in
finding and implementing acceptable solutions for all parties that mitigate or
eliminate VAT costs, including administrative and compliance costs.  4.4.          Records;
Audit.  Genzyme will, and will cause
its Affiliates to, keep and maintain for [**] years after the relevant calendar
quarter complete and accurate books and records in sufficient detail so that
Net Sales and payments made hereunder can be properly calculated.  No more frequently than once during each calendar
year during the Term and once during the [**] year period thereafter, Genzyme
will permit Alcafleus auditors from Ernst & Young, KPMG, Deloitte,
PricewaterhouseCoopers or any other auditing firm to which Genzyme has no
reasonable objection, and with at least [**] days advance notice at any time
during normal business hours, accompanied at all times, to inspect, audit and
copy reasonable amounts of relevant accounts and records of Genzyme and its
Affiliates and reports submitted to Genzyme and its Affiliates from
Sublicensees, for the sole purpose of verifying the accuracy of the calculation
of payments to Alcafleu pursuant to this Section 4.  The accounts, records and reports related to
any particular period of time may only be audited one time under this
Section 4.4.  Alcafleu will cause
its auditors not to provide Alcafleu with any copies of such accounts, records
or reports and not to disclose to Alcafleu any information other than
information relating solely to the accuracy of the accounting and payments made
by Genzyme pursuant to this Section 4. 
Alcafleu will cause its auditors to promptly provide a copy of their
report to Genzyme.  If such audit
determines that payments are due to Alcafleu, Genzyme will pay to Alcafleu any
such additional amounts within [**] days after the date on which such auditors
written report is delivered to Genzyme and Alcafleu, unless such audit report
is disputed by Genzyme, in which case the dispute will be resolved in
accordance with Section 15.10.  If
such audit determines that Genzyme has overpaid any amounts to Alcafleu,
Alcafleu will refund any such overpaid amounts to Genzyme within [**] days
after the date on which such auditors written report is delivered to Genzyme
and Alcafleu.  Any such inspection of
records will be at Alcafleus expense unless such audit discloses a deficiency
in the payments made by Genzyme (whether for itself or on behalf of its
Affiliates) of more than [**] of the aggregate amount payable for the relevant
period, in which case Genzyme will bear the cost of such audit.  Each of the parties agrees that all
information subject to review under this Section 4.4 is Genzymes
Confidential Information that is subject to Alcafleus confidentiality and
non-use obligations under Section 8.8.3, and Alcafleu agrees that it will
cause its accounting firm to also retain all such information subject to the
non-disclosure and non-use restrictions of Section 8.8.3 or similar (but
no less stringent) obligations of confidentiality and non-use customary in the
accounting industry.  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  30


5.             [INTENTIONALLY OMITTED]  6.             REPRESENTATIONS AND
WARRANTIES OF ALCAFLEU.  In order to induce Genzyme
to enter into and perform this Agreement, Alcafleu hereby represents and
warrants to Genzyme, as of the Effective Date, as follows:  6.1.          Organization.  Alcafleu is (a) duly organized, validly
existing and to the extent such concept is applicable in a jurisdiction, is in
good standing under the laws of the jurisdiction of its organization and
(b) duly qualified to do business and to the extent such concept is
applicable in a jurisdiction, in good standing in each jurisdiction where the
nature of the activities conducted by it or the character of the property owned
by it make such qualification necessary, except for those jurisdictions where
the failure to be so qualified would not have a material adverse effect on
Alcafleu.  6.2.          Power
and Authorization.  The execution,
delivery and performance by Alcafleu of this Agreement is within the power and
authority of Alcafleu and have been duly authorized by all necessary entity
action on the part of Alcafleu.  This
Agreement (a) has been duly executed and delivered by Alcafleu and
(b) assuming the due execution and delivery by Genzyme is  a legal, valid and binding obligation of
Alcafleu, enforceable against Alcafleu in accordance with its terms, except as
that enforceability may be (i) limited by any applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors rights generally and (ii) subject to general
principles of equity (regardless of whether that enforceability is considered
in a proceeding in equity or at law).  6.3.          Authorization
of Governmental Authorities.  No
action by (including any authorization, consent or approval), or in respect of,
or filing with, any Governmental Authority in any Material Country is required
for, or in connection with the authorization, execution, delivery and
performance by Alcafleu of this Agreement.  6.4.          Noncontravention.  Except with respect to the In-License
Agreements, the execution, delivery and performance by Alcafleu will not:  (a)           assuming
the taking of any action by (including any authorization, consent or approval),
or in respect of, or any filing with, any Governmental Authority violate any
Legal Requirement applicable to Alcafleu in any Material Country;  (b)           result
in a breach or violation of, or default under, any Contractual Obligation of
Alcafleu;  (c)           require
any action by (including any authorization, consent or approval) or in respect
of (including notice to) any Person under any Contractual Obligation of
Alcafleu or its Affiliates;  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  31


(d)           result
in the creation or imposition of a material Encumbrance upon, or the forfeiture
of, any Business-Specific Licensed IP or Shared Licensed IP (with regard to the
Shared Licensed IP, to the extent it would affect Genzymes rights to such
Shared Licensed IP under this Agreement); or  (e)           result
in a breach or violation of, or default under, the Organizational Documents of
Alcafleu or its Affiliates.  6.5.          [Intentionally Omitted]  6.6.          [Intentionally Omitted]  6.7.          [Intentionally Omitted]  6.8.          [Intentionally Omitted]  6.9.          [Intentionally Omitted]  6.10.        Intellectual
Property.  6.10.1.     [Intentionally Omitted]  6.10.2.     [Intentionally Omitted]  6.10.3.     [Intentionally Omitted]  6.10.4.     Title.  Except as specified on Schedule 6.10.2
of the LAPA, Alcafleu owns and possesses all rights, title, and interests in
and to the Business-Specific Licensed IP to the same extent as Bayer or its
Affiliates owned the Business Specific Licensed IP prior to the contribution of
the Business Specific Licensed IP to Alcafleu pursuant to the Contribution and
License Agreement between Bayer and Alcafleu entered into immediately prior to
the execution of this Agreement, without Encumbrances other than Permitted
Encumbrances, except to the extent the Business-Specific Licensed IP identified
on Schedule 6.10.2 of the LAPA is subject to an In-License Agreement as
indicated on Schedule 6.10.2 of the LAPA.  Except as specified on Schedule 6.10.2
of the LAPA, Alcafleu or its Affiliate identified on Schedule 6.10.2 of
the LAPA, as applicable, possesses all rights, title and interests in the
Shared Licensed IP necessary for Alcafleu and its Affiliates to grant Genzyme
the licenses granted in Section 2.1.1 under the Shared Licensed IP.  The license to Genzyme in Section 2.1.1
does not violate in any material respect the terms of any Third Party Agreement
or any other agreement Alcafleu or any of its Affiliates has with a third
party.  Alcafleu or Bayer Controls all
Know-How developed or received by Bayer or any of its Affiliates from a third
party that is used in the Bayer Business and Alcafleu has sufficient legal
and/or beneficial title and rights to grant the  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  32


license set forth in Section 2.1.1 to Genzyme under such Know-How
and the grant of such license does not violate in any material respect any
agreements Alcafleu or any of its Affiliates has with any third party.  6.10.5.          [Intentionally Omitted]  6.10.6.          [Intentionally Omitted]  6.10.7.          [Intentionally Omitted]  6.10.8.          [Intentionally Omitted]  6.10.9.          [Intentionally Omitted]  6.10.10.        [Intentionally Omitted]  6.10.11.        [Intentionally Omitted]  6.11.        [Intentionally Omitted]  6.12.        [Intentionally Omitted]  6.13.        [Intentionally Omitted]  6.14.        [Intentionally Omitted]  6.15.        [Intentionally Omitted]  6.16.        [Intentionally Omitted]  6.17.        [Intentionally Omitted]  6.18.        [Intentionally Omitted]  6.19.        [Intentionally Omitted]  7.             REPRESENTATIONS AND
WARRANTIES OF GENZYME.  In order to induce Alcafleu
to enter into and perform this Agreement, Genzyme hereby represents and
warrants to Alcafleu, as of the Effective Date, that:  7.1.          Organization.  Genzyme is (a) duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
organization and (b) duly qualified to do business and in good standing in
each jurisdiction where the nature of the activities conducted by it or the
character of the property owned by it make such qualification necessary, except
for those jurisdictions where the failure to be so qualified does not have a
material adverse effect on Genzyme.  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  33


7.2.          Power
and Authorization.  The execution,
delivery and performance by Genzyme of this Agreement is within the power and
authority of Genzyme and has been duly authorized by all necessary corporate
action on the part of Genzyme.  This
Agreement (a) has been duly executed and delivered by Genzyme and
(b) assuming the due execution and delivery by Alcafleu is a legal, valid
and binding obligation of Genzyme enforceable against Genzyme in accordance
with its terms, except as that enforceability may be (i) limited by any
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors rights generally and (ii) subject
to general principles of equity (regardless of whether that enforceability is
considered in a proceeding in equity or at law).  Genzyme has the full power and authority
necessary to use the Licensed IP related to the Business that is held by it as
of the Closing Date and carry on its relevant portion of Business.  7.3.          Authorization
of Governmental Authorities.  Except
as disclosed on Schedule 7.3 of the LAPA, no action by (including any
authorization, consent or approval), or in respect of, or filing with, any
Governmental Authority in any Material Country is required for, or in
connection with the authorization, execution, delivery and performance by
Genzyme.  7.4.          Noncontravention.  Except as disclosed on Schedule 7.4 of
the LAPA, the execution, delivery and performance by Genzyme of this Agreement
will:  (a)           assuming
the taking of any action by (including any authorization, consent or approval)
or in respect of, or any filing with, any Governmental Authority, in each case,
as disclosed on Schedule 7.3 of the LAPA, violate any provision of any
Legal Requirement applicable to Genzyme or any of its Affiliates in any Material
Country;  (b)           result
in a breach or violation of, or default under, any Contractual Obligation of
Genzyme or any of its Affiliates;  (c)           require
any action by (including any authorization, consent or approval) or in respect
of (including notice to), any Person under any Contractual Obligation; or  (d)           result
in a breach or violation of, or default under, the Organizational Documents of
Genzyme or any of its Affiliates.  7.5.          [Intentionally Omitted]  8.             COVENANTS.  8.1.          [Intentionally Omitted]  8.2.          [Intentionally Omitted]  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  34


8.3.          [Intentionally Omitted]  8.4.          [Intentionally Omitted]  8.5.          [Intentionally Omitted]  8.6.          [Intentionally Omitted]  8.7.          [Intentionally Omitted]  8.8.          Confidentiality.  8.8.1.       [Intentionally Omitted]  8.8.2.       [Intentionally Omitted]  8.8.3.       Non-Disclosure
and Non-Use.  (a)           Confidential
Information.  Genzyme and Alcafleu
agree that the terms and conditions of this Agreement, any activities conducted
in connection with or pursuant to this Agreement, the LAPA or the Ancillary
Agreements, and information disclosed by either party in accordance with this
Agreement, the LAPA or the Ancillary Agreements or in the course of performance
under the LAPA or Ancillary Agreements, including the performance and receipt
of services under the Transition Services Agreement (Confidential
Information) will be used and disclosed by the receiving party only to
perform its obligations and exercise its rights under this Agreement, the LAPA
and the Ancillary Agreements and/or to conduct the Business.  Information relating to Licensed Products (to
the extent it is not Shared Licensed IP) and Business-Specific Licensed IP will
be considered the Confidential Information of Genzyme.  Information relating to the Shared Licensed
IP will be considered the Confidential Information of Alcafleu and its
Affiliates.  The terms and conditions of
this Agreement will be considered the Confidential Information of the parties
to the Agreement, as if all parties were receiving parties.  Notwithstanding the foregoing, Confidential
Information will not include:  (i)            information
(other than information relating to the Licensed Products (to the extent it is
not Shared Licensed IP) and Business-Specific Licensed IP) that the receiving
party can establish was already known by the receiving party (other than under
an obligation of confidentiality) at the time of disclosure by the disclosing
party;  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  35


(ii)           information
that the receiving party can establish was generally available to the public or
otherwise part of the public domain at the time of its disclosure to the receiving
party; or  (iii)          information
that the receiving party can establish became generally available to the public
or otherwise part of the public domain after its disclosure or development, as
the case may be, other than through any act or omission of the receiving party
or any of its Affiliates.  (b)           Authorized
Disclosure and Use.  Notwithstanding
the foregoing provisions of Subsection (a), each party may disclose
Confidential Information belonging to the other party to the extent such
disclosure is reasonably necessary to:  (i)            prosecute
or defend an Action;  (ii)           comply
with applicable Legal Requirements and stock exchange rules (including the
rules and regulations of the Securities and Exchange Commission); or  (iii)          make
filings and submissions to, or correspond or communicate with, any Governmental
Authority.  In the event a party deems
it reasonably necessary to disclose Confidential Information belonging to the
other party pursuant to clauses (i), (ii) or (iii) of this
Section 8.8.3, the disclosing party will (unless prohibited by applicable
Legal Requirements) give reasonable advance notice of such disclosure to the
other party, consult with the other party with regard to the disclosure of
Confidential Information and take all reasonable measures to ensure
confidential treatment of such information. 
Each party will promptly notify the other party upon becoming aware of
any misappropriation or unauthorized disclosure or use of the other partys
Confidential Information.  8.8.4.       [Intentionally Omitted]  8.9.          [Intentionally Omitted]  8.10.[Intentionally Omitted]  8.11.        [Intentionally Omitted]  8.12.        [Intentionally Omitted]  8.13.        [Intentionally Omitted]  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  36


8.14.        [Intentionally Omitted]  8.15.        [Intentionally Omitted]  8.16.        [Intentionally Omitted]  8.17.        [Intentionally Omitted]  8.18.        [Intentionally Omitted]  8.19.        [Intentionally Omitted]  8.20.        [Intentionally Omitted]  8.21.        [Intentionally Omitted]  8.22.        Further
Assurances.  From and after the
Effective Date, upon the request of either Alcafleu or Genzyme, each of the
parties hereto will, and will cause their Affiliates to, do, execute,
acknowledge and deliver all such further acts, assurances, deeds, assignments,
transfers, conveyances and other instruments and papers as may be reasonably
required or appropriate to carry out the transactions contemplated by this
Agreement.  8.23.        [Intentionally Omitted]  9.             INTELLECTUAL
PROPERTY AND OTHER COVENANTS.  9.1.          Filing,
Prosecution and Maintenance of Licensed Patents and Licensed Trademarks.  9.1.1.       Responsibility.  (a)           Business-Specific
Licensed IP.  From and after Closing,
Genzyme, through counsel of its choosing and at its sole discretion and
expense, will be responsible for and have control over obtaining, prosecuting
(including any interferences, reissue proceedings, re-examinations and
oppositions), and maintaining throughout the Territory the Business-Specific
Licensed Patents and Business-Specific Licensed Trademarks.  Genzyme shall keep Alcafleu informed
regarding the prosecution and maintenance of the Business-Specific Licensed
Patents and Business-Specific Licensed Trademarks, and Alcafleu will cooperate
with Genzyme in regard to the prosecution and maintenance thereof.  Genzyme may, in its sole discretion, elect
not to pursue patent protection for any Business-Specific Licensed Patent or
trademark registration for any Business-Specific Licensed Trademark in one or
more countries in the Territory.  If
Genzyme intends to abandon or let go any Patent Right  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  37


within the Business-Specific Licensed Patents set forth on Schedule
6.10.9 of the LAPA, for which Alcafleu and/or Bayer would have a legal
obligation under the German Law on Employees Inventions to provide the
inventor(s) the right to pursue patent protection for such Patent Right,
Genzyme shall provide Alcafleu and Bayer written notice of such intent in
sufficient time to provide the inventor(s) the opportunity to take over
the prosecution and/or maintaining of such Patent Rights.  If the inventor(s) take over such
obligations, rights granted to Genzyme with respect to such Patent Right will
revert to the inventor(s) to the extent provided under the German Law on
Employees Inventions.  Except as
provided in this Section 9.1.1(a), Alcafleu will have no right to take any
actions to prosecute or maintain throughout the Territory the Business-Specific
Licensed Patents and Business-Specific Licensed Trademarks.  (b)           [Intentionally Omitted]  9.1.2.       Cooperation.  Alcafleu will: (a) make its
Representatives reasonably available to Genzyme (or to Genzymes authorized
Representatives), to the extent reasonably necessary to enable Genzyme to
undertake patent prosecution and trademark registration of the
Business-Specific Licensed Patents and Business-Specific Licensed Trademarks;
(b) at the reasonable request of Genzyme, cooperate with Genzyme in
gaining patent term extensions and trademark registration renewals wherever
applicable to Business-Specific Licensed Patents and Business-Specific Licensed
Trademarks that are subject to this Agreement; and (c) use its
commercially reasonable and diligent efforts to minimize or avoid interference
with the prosecution and maintenance of the Business-Specific Licensed Patents
and Business-Specific Licensed Trademarks. 
Genzyme will reimburse Alcafleu for Alcafleus reasonable out-of-pocket
expenses in complying with this Section 9.1.2; provided, however,
that Alcafleu provides Genzyme with invoices or other reasonable documentation
evidencing such expenses on a timely basis after the incurrence of such
expense.  9.1.3.       Notwithstanding
the rights granted to Genzyme in Section 9.1 related to the filing,
prosecution and maintenance of Licensed Patents and Licensed Trademarks, such
rights shall be subject to any and all limitations contained in any In-License
Agreement related to the Intellectual Property licensed under such In-License
Agreement.  9.2.          Enforcement
of Licensed IP.  9.2.1.       Notification.  Each party will promptly report in writing to
the other party any (a) known or suspected third party infringement of any
Licensed Patents, Licensed Trademarks, Shared Licensed Trade Dress or Licensed
Copyrights, or (b) unauthorized use or misappropriation of any Licensed
Know-How or other Confidential Information by a third party of which it becomes  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  38


aware, and will provide the other party with all available evidence
supporting such infringement or unauthorized use or misappropriation.  9.2.2.       Right
to Enforce.  (a)           Genzyme
will have the sole and exclusive right, but not the obligation, to take any
reasonable measures it deems appropriate to stop activities in the Territory
infringing the Business-Specific Licensed Patents, Business-Specific Licensed
Trademarks or Business-Specific Licensed Copyrights or the use without proper
authorization of any Business-Specific Licensed Know-How, including
(a) initiating or prosecuting an infringement or other appropriate Action
against or (b) granting adequate rights and licenses necessary for
continuing such activities in the Territory to any third party who at any time
has infringed, or is suspected of infringing, any Business-Specific Licensed
Patents, Business-Specific Licensed Trademarks or Business-Specific Licensed
Copyrights or has used or is suspected of using without proper authorization
the Business-Specific Licensed Know-How. 
Without the written consent of Genzyme, Alcafleu will have no right to
take any reasonable measures to stop any infringement of the Business-Specific
Licensed Patents, Business-Specific Licensed Trademarks or Business-Specific
Licensed Copyrights or the use without proper authorization of the
Business-Specific Licensed Know-How.  (b)           Alcafleu
and/or Bayer will have the first right, but not the obligation, to take any
reasonable measures it deems appropriate to stop activities in the Territory
infringing the Shared Licensed Patents or Shared Licensed Copyrights or the use
without proper authorization of any Shared Licensed Know-How, in each case in
connection with a Persons manufacture, use, sale, offering for sale, or
importation of Licensed Products, including (a) initiating or prosecuting
an infringement or other appropriate Action against or (b) granting
adequate rights and licenses necessary for continuing such activities in the
Territory to any such Person.  During the
Exclusive Period, if Alcafleu and/or Bayer does not initiate any such measures
within [**] days of receiving written notice from Genzyme of such activities
(or within a reasonable shorter time period if a shorter period to take action
is required by applicable Legal Requirements to avoid the loss of legal
rights), then Genzyme will have the second right, but not the obligation, to
take any reasonable measures it deems appropriate to stop such activities; provided,
however, Genzyme must coordinate and consult with Alcafleu and Bayer
regarding such measures and will not take any measures, without the written
permission of Bayer, which permission will not be unreasonably withheld.  It shall be reasonable for Alcafleu and/or
Bayer to withhold such permission if Alcafleu and/or Bayer reasonably believes
such measures will affect the  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  39


protection that any Shared Licensed IP affords Alcafleu and/or Bayer; provided,
however, the mere likelihood that a defendant would allege that the
asserted Shared Licensed Patents or Shared Licensed Copyrights is invalid or
unenforceable shall not be sufficient grounds for Alcafleu and/or Bayer to
withhold permission.  If either party
brings a suit or action under this Section 9.2.2(b), during the Exclusive
Period, the other party will have the right, at its expense, to retain its own
counsel to monitor such Action.  Neither
party will have the right to settle any infringement or misappropriation Action
under this Section 9.2.2(b) in a manner that diminishes the rights or
interests of the other party without the express written consent of such other
party; provided, however that the grant by Genzyme of a
sublicense under the Shared Licensed Patents or Shared Licensed Copyrights in
accordance with this Agreement will not be considered to diminish the rights of
Alcafleu and/or Bayer, and the grant by Alcafleu of a license under the Shared
Licensed IP that is not in conflict with the exclusive rights granted to
Genzyme in Section 2.1.1 will not be considered to diminish the rights of
Genzyme.  In addition, (i) Genzyme
will not settle any such Action in a manner that admits the invalidity or
unenforceability of any Shared Licensed IP without obtaining the prior written
consent of Bayer and (ii) during the Exclusive Period, Alcafleu will not
settle any such Action in a manner that admits the invalidity or
unenforceability of any Shared Licensed Patents or Shared Licensed Copyrights
without obtaining the prior written consent of Genzyme.  (c)           [Intentionally Omitted]  9.2.3.       Procedures
and Expenses.  The party with the
right to take action pursuant to Section 9.2.2 will have the sole right to
select counsel for any Action brought by it and will pay all expenses of such
Action, including attorneys fees and court costs.  If required under applicable Legal
Requirements in order for such party to initiate and/or maintain such Action,
or if such party is unable to initiate or prosecute such Action solely in its
own name or it is otherwise advisable to obtain an effective legal remedy, in
each case, at such partys request, the other party will join as a party to the
Action and will execute and cause its Affiliates to execute all documents
necessary for a party to initiate an Action to prosecute and maintain such
Action.  In addition, at a partys
request, the other party will provide reasonable assistance in connection with
such Action and the reasonable out-of-pocket expenses of the party providing
assistance shall be reimbursed by the party requesting such assistance.  9.2.4.       Recoveries.  If a party obtains from a third party
infringer, in connection with an Action brought pursuant to Section 9.2.2,
any damages, license fees, royalties or other compensation (including any
amount received in settlement of such Action), then any amounts recovered will
first be applied to the  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  40


reimbursement of each partys reasonable costs, expenses and legal
fees, including amounts one party has reimbursed to the other.  The remaining balance shall be retained by
Genzyme, but will be considered Net Sales and subject to Genzymes payment
obligations under Article 4.  The
party bringing such Action pursuant to Section 9.2.2 will bear all
payments awarded against or agreed to be paid by such party pursuant to such
Action, including any costs or expenses incurred that exceed the amounts
recovered by such party.  9.2.5.       Notwithstanding
the rights granted to Genzyme in Section 9.2 related to the enforcement of
Licensed IP, such rights shall be subject to any and all limitations contained
in any In-License Agreement related to the Intellectual Property licensed under
such In-License Agreement.  9.3.          Claimed
Infringement of Third Party Rights.  9.3.1.       Notice.  In the event that a third party at any time
provides written notice of a claim to, or brings an Action against any party,
or any of such partys respective Affiliates or sublicensees, claiming
infringement of its Patent Rights or unauthorized use or misappropriation of
its Know-How, based upon the development, manufacture or commercialization of
Licensed Products in the Territory (Infringement Claim), such party
will promptly notify the other party of the Infringement Claim or the
commencement of such action, suit or proceeding, enclosing a copy of the
Infringement Claim and all papers served. 
Each party agrees to make available to the other party its advice and
counsel regarding the technical merits of any such claim at no cost to the
other party and to offer reasonable assistance to the other party at no cost to
the other party.  9.3.2.       Defense
of Infringement Claim; Declaratory Judgment Actions.  (a)           As
between Alcafleu and Genzyme, Genzyme will have the sole and exclusive right,
but not the obligation, to control the defense of any Infringement Claim
brought against Genzyme or any of its Affiliates or sublicensees arising out of
the development, manufacture or commercialization of Licensed Products in the
Territory.  As between Alcafleu and
Genzyme, Alcafleu will have the sole and exclusive right, but not the
obligation, to control the defense of any Infringement Claim brought against
Alcafleu or any of its Affiliates or licensees (other than Genzyme) arising out
of the development, manufacture or commercialization of Licensed Products in
the Territory.  Neither party will settle
any such Action in a manner that (i) admits that any Licensed Product
infringes or misappropriates a third partys Intellectual Property or
(ii) agrees to any injunction or other equitable remedy binding the other
party without obtaining the prior written consent of the other party, which
consent will not be unreasonably withheld or delayed.  In addition, if applicable prior to the
initiation of an Infringement Claim, either party has  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  41


the right, but not the obligation, to bring a declaratory judgment
action relating to any third party Patent Right that such third party has
alleged is infringed by the development, manufacture or commercialization of
Licensed Products in the Territory; provided, however, neither
party shall bring such declaratory judgment action without first consulting
with the other party.  (b)           The
party controlling the defense of an Infringement Claim or bringing a
declaratory judgment action will have the sole and exclusive right to select
counsel for such Infringement Claim or such declaratory judgment action.  The party controlling the defense of an
Infringement Claim or bringing a declaratory judgment Action will keep the
other party informed, and will from time to time consult with the other party
regarding the status of any such Action and will upon request provide the other
party with copies of all documents filed in, and all written communications
relating to, any suit brought in connection with such Action.  The other party will also have the right to
participate and be represented in any such Action, at its own expense.  9.4.          Other
Infringement Resolutions.  In the event
of a dispute or potential dispute that has not ripened into a demand or Action
of the types described in Section 9.2 and Section 9.3 (e.g., Actions
seeking declaratory judgments and revocation proceedings), the same principles
governing control of the resolution of the dispute, consent to settlements of
the dispute, and implementation of the settlement of the dispute will
apply.  Each party will immediately
notify the other party of any certification of which it becomes aware filed
pursuant to 21 U.S.C. § 355(b)(2)(A) or § 355(j)(2)(A)(vii) (or any
amendment or successor statute thereto) or declaratory judgment action filed by
a third party claiming that a Licensed Patent is invalid or that infringement
of such Licensed Patent will not arise from the development, manufacture, use
or sale of any product by a third party. 
The provisions of Section 9.2 will thereafter apply as if such
third party were an infringer or suspected infringer.  9.5.          Diligence.  Genzyme shall, directly and through its
Affiliates and sublicensees, to use commercially reasonable efforts to
commercialize Fludara, Leukine and Campath, each as a whole, in the Major
Market Countries in its approved indications. 
For the purposes of this Section 9.5, commercially reasonable
efforts means, with respect to the commercialization of each Licensed Product,
at any given time as the case may be, efforts reasonably used by Genzyme or its
Affiliates (giving due consideration to relevant industry standards) for
Genzymes own products (including internally developed, acquired and
in-licensed products) with similar commercial potential at a similar stage in
their lifecycle (assuming continuing development of such product), taking into
consideration their safety, tolerability and efficacy, [**], the extent of
market exclusivity, patent protection, cost to develop the product, promotable
claims, health economic claims, the approved indications and the regulatory and
reimbursement structure involved.  This
Section 9.5 shall have no further force or effect with respect to  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  42


each of Fludara, Leukine and Campath once Genzyme no longer has any
obligation to make payments to Alcafleu with respect to Net Sales of such
Licensed Product under this Agreement.  9.6.          Covenant
in Support of License.  Covenant in
Support of License.  Following the
Closing, Alcafleu will not, and will cause its Affiliates not to, take any
action that would cause any of the following representations to be false:
Sections 6.4 (Non-Contravention) and 6.10.4 (Title).  10.           CONDITIONS TO
GENZYMES OBLIGATIONS AT THE CLOSING.  11.           [INTENTIONALLY OMITTED]  12.           TERMINATION.  12.1.        [Intentionally Omitted]  12.2.        [Intentionally Omitted]  12.3.        Termination
by Alcafleu For Cause.  12.3.1.     [Intentionally Omitted]  12.3.2.     [Intentionally Omitted]  12.3.3.     [Intentionally Omitted]  12.3.4.     Survival
of Sublicenses.  (a)           At
the request of Genzyme, and subject to Alcafleus consent, which consent will
not be unreasonably withheld, delayed, or conditioned, Alcafleu will enter into
a written agreement with any Genzyme Sublicensee under which Alcafleu will
commit that if this Agreement is terminated under Section 12.3 of the
LAPA, Alcafleu will, subject to paragraph (b) below, provide such
Sublicensee with a direct license on substantially the same terms as the
Sublicensee has as a Sublicensee of Genzyme, so that the Sublicensee would be
put in the same position as it was prior to the Agreement being terminated.  (b)           In
the event the Agreement is terminated by Alcafleu under Section 12.3 of
the LAPA, at the request of the Sublicensee and subject to Alcafleus consent,
Alcafleu will extend such a direct license to the Sublicensee.  Alcafleu will not unreasonably deny such
consent if (i) such Sublicensee (a) is in good standing and
(b) is not an Affiliate of Genzyme; (ii) such direct license will not
increase Alcafleus obligations; and  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  43


(iii) such direct license does not adversely affect Alcafleus
and/or Bayers commercial interests.  12.3.5.     [Intentionally Omitted]  13.           INDEMNIFICATION.  Any indemnification for
claims or losses hereunder shall be governed by Article 13 of the LAPA.  13.1.        [Intentionally Omitted]  13.2.        [Intentionally Omitted]  13.3.        [Intentionally Omitted]  13.4.        [Intentionally Omitted]  13.5.        [Intentionally Omitted]  13.6.        [Intentionally Omitted]  13.7.        [Intentionally Omitted]  13.8.        [Intentionally Omitted]  13.9.        [Intentionally Omitted]  13.10.      Disclaimer.  EACH PARTY
MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OTHER THAN THOSE
EXPRESSLY MADE IN THIS AGREEMENT.  ALL
OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE
HEREBY DISCLAIMED.  14.           TAX MATTERS  14.1.        Tax
Sharing Agreements.  All Tax sharing
agreements or similar agreements and all powers of attorney that relate in any
way tothe Business-Specific
Licensed IP or the Shared Licensed IP (with regard to the Shared Licensed IP,
to the extent they would affect Genzymes rights to such Shared Licensed IP
under this Agreement)will be terminated prior to the Closing or amended
so that they no longer apply tothe
Business-Specific Licensed IP or the Shared Licensed IP (with regard to the
Shared Licensed IP, to the extent they would affect Genzymes rights to such
Shared Licensed IP under this Agreement)and, after the Closing, no
such agreement or power of attorney will have any effect onthe Business-Specific Licensed IP or the Shared  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  44


Licensed IP (with regard to
the Shared Licensed IP, to the extent they would affect Genzymes rights to
such Shared Licensed IP under this Agreement)or the Business.  14.2.        Certain
Taxes and Fees.  Subject to Section 4.3.5,  and except as otherwise provided in the
Purchase and Sale Agreement, all transfer, documentary, sales, use, stamp,
registration, excise and other similar Taxes (but excluding income Taxes), and
any conveyance fees or recording charges incurred in connection with the
Contemplated Transactions, will be [**]. 
Alcafleu and/or Bayer will file (or caused to be filed) all necessary
Tax Returns and other documentation with respect to all such Taxes, fees and
charges and, if required by applicable law, Genzyme will (and will cause its
Affiliates to) join in the execution of any such Tax Returns and other
documentation.  14.3.        [Intentionally Omitted]  14.4.        Tax
Record Retention; Cooperation on Tax Matters.  Each of Genzyme, Alcafleu and their
respective Affiliates will retain all Tax records relating tothe Business-Specific Licensed IP or the Shared
Licensed IP (with regard to the Shared Licensed IP, to the extent they would
affect Genzymes rights to such Shared Licensed IP under this Agreement)until the
expiration of the applicable statute of limitations (including any extensions
thereof).  Genzyme, Alcafleu and their
respective Affiliates will cooperate fully, as and to the extent reasonably
requested by the other party, in connection with any Tax matters relating to
the Alcafleu Business,the
Business-Specific Licensed IP or the Shared Licensed IP (with regard to the
Shared Licensed IP, to the extent they would affect Genzymes rights to such
Shared Licensed IP under this Agreement)(including by the provision
of reasonably relevant records or information). 
The party requesting such cooperation will pay the reasonable
out-of-pocket expenses of the other party.  14.5.        Apportionment
of Ad Valorem Taxes.  14.5.1.     All
real property taxes, personal property taxes, and similar ad valorem
obligations levied with respect tothe
Business-Specific Licensed IP or the Shared Licensed IP (with regard to the
Shared Licensed IP, to the extent it would affect Genzymes rights to such
Shared Licensed IP under this Agreement)for a taxable period that
includes (but does not end on) the Closing Date (collectively, the Apportioned
Taxes) will be apportioned between Alcafleu and/or Bayer and Genzyme (or,
as appropriate, their respective Affiliates) based on the number of days of the
taxable period prior to the Closing Date and the number of days in the full
taxable period.  Alcafleu, or, as
appropriate, its Affiliates, will be liable for the proportionate amount of
Apportioned Taxes attributable to days before or on the Closing Date and
Genzyme, or, as appropriate, its Affiliates, will be liable for the
proportionate amount attributable to days after the Closing Date.  14.5.2.     Apportioned
Taxes will be timely paid, and all applicable filings, reports and returns will
be filed as provided by applicable Legal Requirements.  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  45


The paying party will be entitled to reimbursement from the non-paying
party in accordance with Section 14.5.1. 
Upon payment of Apportioned Taxes, the paying party will present a
statement to the non-paying party setting forth the amount of the reimbursement
to which the paying party is entitled under Section 14.5.1 together with
such supporting evidence as is reasonably necessary to calculate the amount to
be reimbursed.  The non-paying party will
reimburse the paying party no later than [**] Business Days after the
presentation of  the statement.  Any payment not made within that time will
bear interest from the payment due date until, but excluding, the date of the
payment at an annual rate equal to the Prime Rate as published in The Wall
Street Journal, East Coast Edition, in effect from time to time during the
applicable period.  Such interest will be
payable at the same time as the payment to which it relates and will be
calculated daily on the basis of a year of 365 days without compounding.  14.6.        Assignment
of Agreement.  The parties agree that
if a partys assignment of this Agreement or any of its rights, interests or
obligations hereunder (or any other designation of another person to perform
any payment obligation of the party) creates any additional Tax obligations or
Tax Liabilities for the non-assigning party or its Affiliates (including any
new or increased Tax withholding obligation by the assigning party or any of
its Affiliates on payments made under this Agreement), the assigning party will
reimburse the non-assigning party or its Affiliates for any such additional Tax
obligations or Liabilities created by the assignment, and shall gross-up the
non-assigning party or its Affiliate for additional Taxes resulting from
reimbursements, until the non-assigning party or its Affiliates is made
whole.  In the case of a new or increased
Tax withholding obligation, the assigning party shall pay to the non-assigning
party or its Affiliate the full amount of the payment that would have been due
prior to the new or increased withholding obligation, and the assigning party
shall nevertheless be responsible to withhold and pay the amount to required by
applicable Legal Requirements to the appropriate Governmental Authority.  The reimbursement, gross-up and payment
obligations pursuant to this Section 14.6 will be reduced by any Tax
benefit actually received by the non-assigning party or its Affiliates (whether
in the year of payment or a future period).  15.           MISCELLANEOUS  15.1.        Notices.  All notices, requests, demands, claims and
other communications required or permitted to be delivered, given or otherwise
provided under this Agreement must be in writing and must be delivered, given
or otherwise provided:  (a)           by
hand (in which case, it will be effective upon delivery);  (b)           by
facsimile (in which case, it will be effective upon receipt of confirmation of
good transmission); or  
 [**] = Portions of this exhibit have been omitted
pursuant to a confidential treatment request. An unredacted version of this
exhibit has been filed separately with the Commission.  46


(c)           by
overnight delivery by a nationally recognized courier service (in which case,
it will be effective on the Business Day after being deposited with such
courier service);  in each case, to the address
(or facsimile number) listed below:  ·
  If to Alcafleu, to it at:Alcafleu Management
  GmbH & Co KGLilienthalstraße Nr. 415732 Schönefeld, Ortsteil
  WaltersdorfGermanyTelephone number:Facsimile number:Attention:·
  with a copy to:Fulbright &
  Jaworski L.L.P.801 Pennsylvania Avenue,
  NWWashington, DC 20004Telephone number:
  202-662-0200Facsimile number:
  202-662-4643Attention:
  Marilyn Mooney, Esq.·
  If to Genzyme, to it:Genzyme Corporation500 Kendall SquareCambridge, MA 02142Telephone number:
  617-252-7500Facsimile number:
  617-252-7600Attention:
  President, Oncology and
  Multiple Sclerosis  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  47


·
  with a copy to:Genzyme Corporation500 Kendall SquareCambridge, MA 02142Telephone number:
  617-252-7500Facsimile number:
  617-252-7600Attention:
  General Counsel  Each of the parties to this
Agreement may specify different address or facsimile number by giving notice in
accordance with this Section 15.1 to each of the other parties hereto.  15.2.       Succession
and Assignment.  Subject to
subsections (a) through (g) below, this Agreement will be binding
upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns, each of which such successors and permitted
assigns will be deemed to be a party hereto for all purposes hereof.  (a)           No
party may assign, delegate or otherwise transfer either this Agreement or any
of its rights, interests, or obligations hereunder without the prior written
approval of the other parties.  (b)           Notwithstanding
subsection (a) each party, upon providing the other parties written
notice, may without the consent of the other parties, (i) assign any or
all of its rights and interests hereunder to one or more of its Affiliates,
(ii) designate one or more of its Affiliates to perform its obligations
hereunder, in each case, so long as the assigning party is not relieved of any
Liability hereunder and so long as any such Affiliate remains such partys
Affiliate; provided, however, that such Affiliate assignee(s) provide
the other parties with written acknowledgement of and agreement to the
assigning partys obligations under the Agreement that were assigned to it; and
provided  further, however, that subject to the rights of
Alcafleu under Section 8.7 of the Partnership Agreement of Alcafleu,
Alcafleu shall not assign this Agreement to any Affiliate without the prior
written approval of Genzyme.  (c)           Notwithstanding
Subsection (a), Genzyme, upon providing Alcafleu prior written notice, may
without the consent of Alcafleu, assign and delegate to a third party the
licenses to the Business-Specific Licensed IP granted in Section 2.1.1(a),
and all rights and obligations related to the Business-Specific Licensed IP, so
long as Genzyme is not relieved of any Liability hereunder and such assignment
is a Qualified Assignment.  (d)           Notwithstanding
Subsection (a), and subject to the restrictions in the Partnership
Agreement of Alcafleu and the  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  48


Sharedholders Agreement dated as of May 29, 2009 among Bayer,
Genzyme and Genzyme Luxembourg S.a.r.l. related to Alcafleu, each party (or its
permitted successive assignees or transferees hereunder), upon providing the
other parties prior written notice, may without the consent of the other
parties, assign or transfer this Agreement as a whole to an entity that
succeeds to all or substantially all of the business or assets of such party or
in the case of Genzyme, substantially all of the Licensed Products, in each
case, so long as the assigning party is not relieved of any Liability hereunder
and such assignment is a Qualified Assignment.  (e)           For
the purposes of this Agreement, a Qualified Assignment means any
transaction that:  (i)            is
made in compliance with applicable Legal Requirements, including securities,
tax and corporation laws;  (ii)           includes
the assignees written acknowledgement of and agreement to all of the assigning
partys obligations under the Agreement;  (iii)          is
made to an assignee that is, and will be after giving effect to the relevant
assignment will be, Solvent;  (iv)          is
made to an assignee that is not subject at the time of such assignment to any
order, decree or petition providing for (A) the winding-up or liquidation
of such Person, (B) the appointment of a receiver over the whole or part
of the assets of such Person or (C) the bankruptcy or administration of
such Person; and  (v)           is
not a voidable fraudulent conveyance; and  (vi)          has
been made in compliance with Section 14.6.  (f)            Notwithstanding
subsections (e)(i) through (v) above, (i) subject to the
restrictions in the Partnership Agreement of Alcafleu and the Shareholders
Agreement dated as of May 29, 2009 among Bayer, Genzyme and Genzyme
Luxembourg S.a.r.l related to Alcafleu, each party may at any time assign its
rights, interests and obligations provided for hereunder to any Person by
merger or (ii) with the prior written consent of the other parties.  (g)           For
purposes of this Section 15.2, Solvent means, with respect to any
Person as on any date of determination, that as of such date, (i) the
value of the assets of such Person is greater than the total amount of
liabilities (including contingent and unliquidated liabilities) of such  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  49


Person, (ii) such Person is able to pay all liabilities of such
Person as such liabilities mature and (iii) such Person does not have
unreasonably small capital.  In computing
the amount of contingent or unliquidated liabilities at any time, such
liabilities shall be computed at the amount that, in light of all the facts and
circumstances existing at such time, represent the amount that can reasonably
be expected to become an actual or matured liability.  In computing the value of the assets of a
Person, the value shall be determined in the context of current facts and
circumstances affecting such Person.  15.3.       Amendments
and Waivers.  No amendment or waiver
of any provision of this Agreement will be valid and binding unless it is in
writing and signed, in the case of an amendment, by each party hereto, or in
the case of a waiver, by the party against whom the waiver is to be
effective.  No waiver by any party of any
breach or violation or, default under or inaccuracy in any representation,
warranty, agreement or covenant hereunder, whether intentional or not, will be
deemed to extend to any prior or subsequent breach, violation, default of, or
inaccuracy in, any such representation, warranty, agreement or covenant
hereunder or affect in any way any rights arising by virtue of any prior or
subsequent such occurrence.  No delay or
omission on the part of any party in exercising any right, power or remedy
under this Agreement will operate as a waiver thereof.  15.4.       Entire
Agreement.  This Agreement, together
with the LAPA, other Ancillary Agreements and any documents, instruments and
certificates explicitly referred to herein, constitutes the entire agreement
among the parties hereto with respect to the subject matter hereof and
supersedes any and all prior discussions, negotiations, proposals,
undertakings, understandings and agreements, whether written or oral, with
respect thereto.  15.5.       Counterparts.  This Agreement may be executed in any number
of counterparts, each of which will be deemed an original, but all of which
together will constitute but one and the same instrument.  This Agreement will become effective when
duly executed by each party hereto.  15.6.       Severability.  Any term or provision of this Agreement that
is invalid or unenforceable in any situation in any jurisdiction will not
affect the validity or enforceability of the remaining terms and provisions
hereof or the validity or enforceability of the offending term or provision in
any other situation or in any other jurisdiction.  In the event that any provision hereof would,
under applicable Legal Requirements, be invalid or unenforceable in any
respect, each party hereto intends that such provision will be construed by
modifying or limiting it so as to be valid and enforceable to the maximum
extent compatible with, and possible under, applicable Legal Requirements.  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  50


15.7.       Headings.  The headings contained in this Agreement are
for convenience purposes only and will not in any way affect the meaning or
interpretation hereof.  15.8.       Construction.  The parties have participated jointly in the
negotiation and drafting of this Agreement. 
In the event an ambiguity or question of intent or interpretation
arises, this Agreement will be construed as if drafted jointly by the parties
and no presumption or burden of proof will arise favoring or disfavoring any
party by virtue of the authorship of any of the provisions of this
Agreement.  The parties intend that each
representation, warranty and covenant contained herein will have independent
significance.  If any party has breached
or violated, or if there is an inaccuracy in, any representation, warranty,
agreement or covenant contained herein in any respect, the fact that there
exists another representation, warranty, agreement or covenant relating to the
same subject matter (regardless of the relative levels of specificity) which
the party has not breached or violated, or in respect of which there is not an
inaccuracy, will not detract from or mitigate the fact that the party has
breached or violated, or there is an inaccuracy in, the first representation,
warranty, agreement or covenant. 
Provisions in this Agreement relating to jurisdiction, venue, governing
law or other aspects of dispute resolution that expressly refer to the
negotiation or performance of this Agreement are not intended to alter the application
of principles under New York law relating to the construction or interpretation
of contracts.  15.9.       Governing
Law.  Except as otherwise expressly
provided for in this Agreement, this Agreement, the rights of the parties and
all Actions arising in whole or in part under or in connection with this
Agreement or the negotiation or performance hereof, will be governed by and
construed in accordance with the domestic substantive laws of the State of New
York, without giving effect to any choice or conflict of law provision or rule that
would cause the application of the laws of any other jurisdiction.  15.10.     Dispute
Resolution.  15.10.1. Prior
to initiating arbitration, Genzyme and Alcafleu will negotiate in good faith to
resolve, pursuant to the procedures described in Section 15.10.2, any
dispute, controversy, difference or Action asserted by Alcafleu against Genzyme
or by Genzyme against Alcafleu arising out of or related to this Agreement or
the negotiation or performance hereof (a Claim).  Notwithstanding the foregoing, either party
may apply to any court having jurisdiction pursuant to Section 15.12
without negotiating to resolve the Claim pursuant to Section 15.10.2 with
respect to any Action seeking preliminary or emergency injunctive relief in
accordance with Section 15.11.11 or any Action seeking equitable relief as
contemplated by Section 15.13.  15.10.2. Alcafleu
or Genzyme may give the other party written notice of a Claim not resolved in
the normal course of business (Notice of Dispute).  Within [**] Business Days after delivery of
such Notice of Dispute, executives of Alcafleu and Genzyme who have authority
to settle the Claim shall  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  51


agree to meet at a mutually acceptable time and place, and thereafter
as often as they reasonably deem necessary, to consult and negotiate with each
other in good faith and, recognizing their mutual interests, attempt to reach a
just and equitable solution satisfactory to such parties.  If the Claim has not been resolved within
[**] days of the first meeting of such executives (or, if the parties are
unable to mutually agree upon an acceptable time and place to meet, within [**]
days of the disputing partys Notice of Dispute), Genzyme or Alcafleu may, by
notice to the other party (Dispute Escalation Notice), refer the Claim
to the respective officers of the parties designated below.  For Alcafleu:
  Chairman
  of the Board of Management,Bayer
  Schering Pharma AGFor Genzyme:
  Chief
  Executive Officer  Such officers shall
negotiate in good faith to resolve the Claim in a manner satisfactory to
Genzyme and Alcafleu within [**] days of the Dispute Escalation Notice.  In the event the Claim is not resolved within
such [**] day period, either party may initiate arbitration pursuant to Section 15.11.  15.11.     Arbitration.  15.11.1. Subject
to Sections 15.10.1 and 15.10.2, any Claim required pursuant to Section 15.10.1
to be negotiated pursuant to Section 15.10.2, or any other claim or
dispute that the parties agree in writing to arbitrate, shall be settled by
arbitration administered by the American Arbitration Association in accordance
with the then current Commercial Rules of the American Arbitration
Association including the Procedures for Large, Complex Commercial Disputes
(including the Optional Rules for Emergency Measures of Protection) (AAA
Rules), except that any such arbitration must be conducted in accordance
with the remainder of this Section 15.11. 
Except as expressly limited by Section 15.11.7, the arbitrators
shall have the authority to grant any equitable and legal remedies that would
be available in any judicial proceeding instituted to resolve a disputed
matter.  15.11.2. Number
and Selection of Arbitrators.  The
number of arbitrators shall be three (3), who shall be selected as
follows:  each of Alcafleu, on the one
hand, and Genzyme on the other hand, shall choose one (1) arbitrator
within [**] Business Days of either initiating or receiving notice of an
arbitration (as the case may be), and those party-appointed arbitrators shall
unanimously select one (1) chairman arbitrator within [**] Business Days
of the appointment of the last party-appointed arbitrator, who shall be a
lawyer admitted to practice in New York for at least fifteen (15) years, and
who is experienced with disputes in merger and acquisition transactions (Qualifications).  If the party-appointed arbitrators are unable
to agree upon the selection of the third arbitrator within [**] Business Days
of the appointment of the last party appointed arbitrator, such  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
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chairman arbitrator shall be selected by the AAA within [**] Business
Days and shall have Qualifications.  15.11.3. Place
and Language of Arbitration.  The
place of arbitration shall be New York, New York, at a suitable venue to be
agreed by the parties and arbitrators within [**] Business Days of the
appointment of the chairman arbitrator. 
The proceedings shall be conducted in the English language.  15.11.4. Binding
Decision.  The decision and award of
the arbitral tribunal shall be made by majority decision and shall be final,
nonappealable and binding on the parties hereto and their successors and
assigns.  The arbitral award shall be
accompanied by a reasoned opinion.  15.11.5. Allocation
of Costs.  The decision and award of
the arbitral tribunal shall include a decision regarding the allocation of
costs relating to any such arbitration. 
For purposes of this subsection, costs shall include reasonable
attorneys fees and reasonable experts fees actually incurred with respect to
the arbitration proceeding.  15.11.6. Interest.  The arbitral award may include both pre-and
post-award interest, at a rate to be determined by the arbitral tribunal.  15.11.7. Limitation
of Damages.  The arbitral tribunal
shall be empowered to award damages only to the extent of actual damages
suffered, and only to the extent consistent with Section 13.7 of the LAPA.  15.11.8. Period
for Arbitration.  (a)           The
arbitration shall be completed no later than [**] after the selection of the
chairman arbitrator, unless the chairman arbitrator determines, at the request
of any party or on his or her own initiative, that such time period should be
extended, in which case such time period may not be extended beyond an
additional [**] months.  (b)           Notwithstanding
any provision of the AAA Rules: (i) each of Genzyme and Alcafleu shall be
permitted to serve up to twenty (20) interrogatories, and to take at least five
(5) depositions of the other party, in addition to exchange of documents,
exhibits and information as provided for in the AAA Rules, on dates and
locations to be mutually agreed upon (or, failing such agreement, as the
chairman arbitrator shall select after hearing from the parties); (ii) any
documents not in English that are produced by a party shall be accompanied by a
translation into English, which translation shall not be binding upon the other
party or the arbitrators; (iii) each of Genzyme and Alcafleu covenant and
agree that it shall produce documents, information, and deposition and hearing
witnesses, as required by this Section 15.11.8 and as otherwise required
by  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  53


the AAA Rules; and (iv) subpoenas to non-parties, for production
of documents and/or for testimony, shall be issued at the request of a party,
up to ten (10) subpoenas per party. 
The parties will make their respective employees, and will use
commercially reasonable efforts to make their former employees, available for
depositions and hearing testimony as requested by the other parties.  15.11.9. Enforcement
of Judgment.  Judgment on the
arbitral award may be entered in any court having jurisdiction thereof.  15.11.10.               Confidentiality.  Except as required by Legal Requirements or
as required for recognition and enforcement of the arbitral decision and award,
neither a party nor an arbitrator may disclose the existence, content or
results of any arbitration hereunder without the prior written consent of the
parties.  Any documents submitted to the
arbitrators shall be kept confidential and shall not be disclosed, except that
any such documents may be disclosed in connection with any Action to collect
the award, or if any such documents are discoverable or admissible in any
Action in court contemplated by this Agreement.  15.11.11.               Enforcement;
Interim Measures; Equitable Relief. 
Notwithstanding the provisions of Section 15.11, each party may
apply to any court having jurisdiction pursuant to Section 15.12.1
(a) to enforce the arbitration provisions of this Agreement, (b) to
seek provisional injunctive relief so as to maintain the status quo (including,
but not limited to, maintaining the confidentiality of any arbitration
proceedings and non-public information) until the final arbitration award is
rendered and is finally judicially confirmed if challenged judicially, or the
dispute is otherwise resolved, or (c) to seek equitable relief as
contemplated by Section 15.13.  15.12.     Jurisdiction;
Venue; Service of Process.  15.12.1. Jurisdiction.  Subject to the provisions of Sections
15.10.1, 15.11 and 15.13, each party to this Agreement, by its execution
hereof, unless otherwise prohibited by applicable Legal Requirements
(a) hereby irrevocably submits to the exclusive jurisdiction of the state
courts ofthe State of New York in
the Borough of Manhattan and to the United States District Court for the
Southern District of New York for the purpose of any Action between the parties
arising in whole or in part under or in connection with this Agreement or the
negotiation or performance hereof, (b) hereby waives and agrees not to
assert, by way of motion, as a defense or otherwise, in any such Action, any
claim that it is not subject personally to the jurisdiction of the above-named
courts, that its property is exempt or immune from attachment or execution,
that any such Action brought in one of the above-named courts should be
dismissed on grounds of forum non conveniens,
should be transferred or removed to any court other than one of the above-named
courts, or should be stayed by reason of the pendency of  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  54


some other proceeding in any court other than one of the above-named
courts, or that this Agreement or the subject matter hereof may not be enforced
in or by such court and (c) to the extent that an Action can be commenced
in a court and not an arbitration, agrees not to commence any such Action in
any court other than before one of the above-named courts.  Notwithstanding the previous sentence, a
party may commence any Action in a court other than the above-named courts
(i) for the purpose of enforcing an order or judgment issued by one of the
above-named courts and (ii) for the purposes of asserting a cross-claim,
counterclaim, third party action or similar forms of action for indemnification
under this Agreement in any Action commenced by the other parties (subject to
this Section 15.12.1), by any third party, or by any Governmental
Authority.  15.12.2. Venue.  Each party waives any claim and will not
assert that venue should properly lie in any other location within the selected
jurisdiction.  15.12.3. Service
of Process.  Each party hereby
(a) consents to service of process in and commencement of any arbitration
as permitted under the AAA Rules; (b) consents to service of process in
any Action between the parties arising in whole or in part under or in
connection with this Agreement in any manner permitted by New York law,
(c) agrees that service of process made in accordance with clause (a) or
(b) or made pursuant to Section 15.1, will constitute good and valid
service of process in any Action and (d) waives and agrees not to assert
(by way of motion, as a defense, or otherwise) in any Action any claim that
service of process made in accordance with clause (a), (b) or (c) does
not constitute good and valid service of process.  15.13.     Specific
Performance.  Each of the parties
acknowledges and agrees that the other parties would be damaged irreparably in
the event any of the provisions of this Agreement are not performed in accordance
with their specific terms or otherwise are breached or violated.  Accordingly, each of the parties agrees that,
without posting a bond or other undertaking, the other parties may seek an
injunction or injunctions to prevent breaches or violations of the provisions
of this Agreement and to enforce specifically this Agreement and the terms and
provisions hereof in any Action instituted in any court specified in
Section 15.12.1 or in an arbitration proceeding pursuant to Section 15.11.  An Action for specific performance as
provided herein shall not preclude a party from pursuing any other remedy to
which such party may be entitled, at law or in equity, in accordance with the
terms of this Agreement.  Each party further
agrees that, in the event of any Action for specific performance in respect of
such breach or violation, it will not assert that the defense that a remedy at
law would be adequate provided, however, each party also agrees that any party
can assert any other defense it may have other than the defense of adequate
remedy at law.  The provisions of this Section 15.13
shall not apply to any Action based upon any Section of this Agreement
where the remedy sought is the payment of money.  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  55


15.14.     Waiver
of Jury Trial.  TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT
CANNOT BE WAIVED, THE PARTIES HEREBY WAIVE, AND COVENANT THAT THEY WILL NOT
ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY
JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH
THIS AGREEMENT OR THE NEGOTIATION OR PERFORMANCE HEREOF OR ANY OF THE
CONTEMPLATED TRANSACTIONS, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND
WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.  THE PARTIES AGREE THAT ANY OF THEM MAY FILE
A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING,
VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE
ITS RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING
TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS AND THAT ANY SUCH
TRIAL WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE
SITTING WITHOUT A JURY.  15.15.     Certain
Rules of Construction.  Except
as otherwise explicitly specified to the contrary, (a) references to a
Section, Article, Exhibit or Schedule means a Section or Article of,
or Schedule or Exhibit to this Agreement, unless another agreement is
specified, (b) the word including will be construed as including
without limitation, (c) references to a particular statute or regulation
include all rules and regulations thereunder and any predecessor or
successor statute, rules or regulation, in each case as amended or
otherwise modified from time to time, (d) words in the singular or plural
form include the plural and singular form, respectively, (e) references to
a particular Person include such Persons successors and assigns to the extent
not prohibited by this Agreement and (f) the words shall and will will
have the same meaning.  15.16.     Third
Party Beneficiaries.  Bayer shall be
considered a third party beneficiary of this Agreement.  Except as specifically provided herein, all
rights, benefits and remedies under this Agreement are solely intended for the
benefit of Genzyme and Alcafleu, and no third party shall have any rights whatsoever
to (i) enforce any obligation contained in this Agreement; (ii) seek
a benefit or remedy for any breach of this Agreement; or (iii) take any
other action relating to this Agreement under any legal theory, including but
not limited to, actions in contract, tort (including but not limited to
negligence, gross negligence and strict liability), or as a defense, setoff or
counterclaim to any action or claim brought or made by the parties.  [Remainder of Page is Intentionally Blank.]  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  56


IN WITNESS WHEREOF, each of
the undersigned has executed this Agreement as an agreement under seal as of
the date first above written.  ALCAFLEU
  MANAGEMENT GMBH & CO. KGBy:
  /s/ Michael FredrichName: Michael FredrichTitle: Managing DirectorBy:
  /s/ Wolfgang AbmusName: Wolfgang AbmusTitle: Managing DirectorGENZYME
  CORPORATIONBy:
  /s/ Earl M. CollierName: Earl M. CollierTitle: Executive Vice
  President  
 [**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.  57