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                                                                    Exhibit 10.3

                          PURCHASE AND SUPPLY AGREEMENT

                                     BETWEEN

                               GENZYME CORPORATION
                                        &
                             INVITROGEN CORPORATION

                               CONTRACT # SPM-254


                      JANUARY 1, 2005 TO DECEMBER 31, 2007

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TABLE OF CONTENTS:

1. Definitions

2. Scope

3. Term

4. Payment Terms

5. Products and Pricing

6. Release of Orders

7. Forecasting, Purchase Orders and Supply Obligations

8. Biosurgery Products

9. Security of Supply

10. Acceptance; Rejection; Pre-shipment Samples

11. Certificate of Analysis; Other Documentation

12. Storage; Delivery

13. Manufacturing Obligations; Warranties

14. Other Obligations

15. Termination

16. SBA Socio-Economic Reporting

17. Confidentiality

18. Insurance

19. Work on Genzyme's Premises and Security

20. Research Product Warranties

21. Authorized use of Research Products

22. Regulatory

23. Export Control

24. Indemnification

25. Compliance Laws

26. Limitation of Liability

27. 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.

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28. Jurisdiction

29. Severability; Remedies; Waiver;

30. Notices

31. Advertising

32. Statutes and Executive Orders

33. Survival

34. Additional or Inconsistent Terms

35. Entire Agreement

36. General Provisions

The following Attachments are attached to this Purchase and Sale Agreement and
made a part hereof:

ATTACHMENT A: Global Buying Entities.

ATTACHMENT B1: Listing and prices of Custom Manufactured Products.

ATTACHMENT B2: Listings and prices of Biosurgery Products.

ATTACHMENT B3: Listing and prices of Research Products.

ATTACHMENT B4: Listing of Standard Custom Products

ATTACHMENT C: Specifications, Certificates of Analysis, [**] and Herd Management

ATTACHMENT D: List of Account Managers

ATTACHMENT E: Genzyme Accounts Payable Contacts

ATTACHMENT F: Supplemental Product Amendment for Biosurgery Products

ATTACHMENT G: GENZYME Materials and Materials Specifications

ATTACHMENT H: [**] Protocols

ATTACHMENT I: Biosurgery Refrigeration & Transportation Requirements

ATTACHMENT J: Supplemental Product Amendments

ATTACHMENT K: Change Notification Process

ATTACHMENT L: Certification of Suitability of Monographs of the European
Pharmacopoeia

[**] = 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-
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                          PURCHASE AND SUPPLY AGREEMENT

This Purchase and Supply Agreement (the "AGREEMENT") effective January 1, 2005
("EFFECTIVE DATE") is between Invitrogen Corporation ("SUPPLIER"), a Delaware
corporation with a principal place of business at 1600 Faraday Avenue, Carlsbad,
CA 92008 and Genzyme Corporation ("GENZYME"), a Massachusetts corporation with a
principal place of business at One Kendall Square, Cambridge, MA 02139.

                                    RECITALS:

     A.      GENZYME and Life Technologies, Inc. ("LIFE") were parties to a
             Supply Agreement effective January 1, 1999 ("ORIGINAL AGREEMENT"),
             whereby Life supplied certain products to GENZYME (GENZYME contract
             number C-194). The Original Agreement expired on December 31, 2001.

     B.      SUPPLIER and GENZYME are parties to that certain Contract
             Manufacture Agreement effective March 17, 1996 for the supply of
             Biosurgery Products to GENZYME ("BIOSURGERY AGREEMENT").

     C.      On September 14, 2000, Life was acquired by and merged into
             SUPPLIER. GENZYME desires to have SUPPLIER continue supplying
             products similar to those supplied under the Original Agreement and
             the Biosurgery Agreement. SUPPLIER is willing to supply such
             products.

     D.      By entering into this new Agreement, GENZYME and SUPPLIER desire to
             (i) renew and extend the supply relationship established by the
             Original Agreement; and (ii) terminate the Biosurgery Agreement as
             of the Effective Date, replacing such agreement with this
             Agreement; provided, however, that the Supplemental Product
             Amendments entered into under the Biosurgery Agreement shall not be
             terminated, and shall be incorporated herein as described in
             Section 8.2.

     NOW THEREFORE, in consideration of the premises and the mutual covenants
and agreements contained herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
intending to be legally bound agree as follows:

1.   Definitions:

     1.1     "AFFILIATE" shall mean any entity or person that, directly or
             indirectly, controls, is controlled by, or is under common control
             with another person. A person shall be deemed to control another
             person if the controlling person possesses, directly or indirectly,
             the power to direct or cause the direction of the management or
             policies of the controlled person, whether through ownership of
             stock, the power to elect or appoint the board of directors or
             trustees, by contract, or otherwise.

     1.2     "BIOPRODUCTION" means any materials that are procured to a GENZYME
             part number and specification as contained in ATTACHMENT B1 and B2.

     1.3     "FDA" means the U.S. Food and Drug Administration.

     1.4     "PURCHASE ORDER" means any purchase order that GENZYME either
             itself or through a Buying Entity completes and delivers to
             SUPPLIER either directly or through one of its Affiliates listed in
             ATTACHMENT D in accordance with Section 6.

     1.5     "QSR" means regulations set forth in FDA's Quality System
             Regulations at 21 C.F.R. Part 820.

[**] = 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-
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     1.6     "SPECIFICATIONS" means the' procedures, test results, requirements,
             criteria, specifications, standards and other data relating to the
             manufacture and supply of Products, as more particularly set forth
             on ATTACHMENT C.

     1.7     "STERILE" means that any Product described as Sterile has been
             manufactured in compliance with medical device QSR's through
             aseptic processing to a sterility assurance level of 10-3.

     1.8     "THIRD PARTY" means any person or entity other than GENZYME,
             SUPPLIER, their respective Affiliates, and a Buying Entity.

2.   SCOPE:

     2.1     PRODUCTS. The products ("PRODUCTS"), individually or collectively,
             to be bought and sold by GENZYME from SUPPLIER are any of the
             following:

             2.1.1      "CUSTOM MANUFACTURED PRODUCTS", as set forth more
                        particularly on ATTACHMENT B 1, and which are:
                        [**]

             2.1.2      SUPPLIER's research products, as set forth in SUPPLIER's
                        then-current U.S. Catalog, and its Affiliates'
                        then-current written catalogs ("RESEARCH PRODUCTS"),
                        including research products supplied under on-site
                        stocking programs.

             2.1.3      SUPPLIER's biosurgery products listed on ATTACHMENT B2
                        [**] (collectively, "BIOSURGERY PRODUCTS").

Products excludes services, custom products not listed above, and software
products.

     2.2     Buying Entities. Only GENZYME and an entity listed on ATTACHMENT A
             (each a "BUYING ENTITY") may place Purchase Orders for Products
             under this Agreement.

             2.2.1      An entity not listed on ATTACHMENT A may not place
                        Purchase Orders, either for itself or on behalf of any
                        other party, and is not entitled to the benefits of this
                        Agreement.

             2.2.2      A GENZYME Affiliate or other entity may only become a
                        Buying Entity by a written amendment of ATTACHMENT A
                        signed by SUPPLIER and GENZYME. Removal of an entity
                        from ATTACHMENT A requires only written notice from
                        GENZYME to that Buying Entity and to SUPPLIER.

             2.2.3      GENZYME warrants and represents to SUPPLIER that the
                        Buying Entities listed on ATTACHMENT A, are Affiliates
                        of GENZYME. If, at any time during this Agreement, any
                        entity listed on ATTACHMENT A ceases to be a GENZYME
                        Affiliate, then GENZYME shall so notify SUPPLIER, and
                        such entity shall be removed from ATTACHMENT A and shall
                        no longer be a Buying Entity.

             2.2.4      Removal of a Buying Entity from ATTACHMENT A shall not,
                        alone, release such Buying Entity from its obligations
                        hereunder.

             2.2.5      GENZYME and SUPPLIER each acknowledge and agree that the
                        terms and conditions of this Agreement shall apply to
                        all Purchase Orders submitted by GENZYME or any of the
                        Buying Entities during the Term of this Agreement. Where
                        the terms of this Agreement conflict with any such
                        Purchase Order, this Agreement shall govern.

             2.2.6      The placement of a Purchase Order by a Buying Entity
                        constitutes such Buying Entity's acceptance that the
                        terms and conditions of this Agreement govern such
                        Purchase Order and agreement to abide by this Agreement.

             2.2.7      SUPPLIER shall provide GENZYME with a list of all
                        SUPPLIER Affiliates who are selling Products subject to
                        this Agreement (together with SUPPLIER, "SELLING
                        ENTITIES"). The acceptance of a Purchase Order by a
                        Selling Entity constitutes

[**] = 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.

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                        such Selling Entity's agreement (i) that the terms and
                        conditions of this Agreement govern such Purchase Order;
                        and (ii) to abide by the applicable terms and conditions
                        of Agreement. SUPPLIER shall also provide GENZYME with
                        written notice in due commercial course of any companies
                        acquired by SUPPLIER during the term of this Agreement,
                        any new product offerings, and new discounts or other
                        promotional offerings.

             2.2.8      The only role of the Buying Entities and Selling
                        Entities under this Agreement is to facilitate the
                        ordering, delivery and payment process on a
                        multinational level. No Buying Entity or Selling Entity
                        shall be liable under this Agreement except as expressly
                        stated herein. GENZYME and SUPPLIER shall each be fully
                        liable and responsible for all supply, delivery,
                        quality, payment, warranty, security, insurance, use,
                        indemnity, and other commitments under this Agreement,
                        regardless of which Buying Entity or Selling Entity
                        (respectively) placed or accepted a Purchase Order, or
                        received or delivered Products.

3.   TERM:

     This Agreement shall be effective on the Effective Date and continue until
     December 31, 2007 (the "INITIAL TERM"). Upon expiration of the Initial
     term, this Agreement shall automatically renew for successive one year
     terms unless it is terminated by either party pursuant to this Article 3 or
     as otherwise provided herein. Each party may terminate this Agreement after
     the Initial Term has expired by providing the other party with at least six
     (6) months written notice.

4.   PAYMENT TERMS:

     4.1     NON-U.S. PURCHASES. Non-U.S. Buying Entities shall receive invoices
             from, and payment on invoices shall be made to, the Selling Entity
             corresponding to the territory in which such Buying Entity is
             located. Such non-U.S. invoices shall be stated in the currency of
             the invoicing Selling Entity or the Buying Entity, as such parties
             may determine from time to time.

     4.2     PAYMENT. Except as described in Section 4.3, invoices shall be paid
             within thirty (30) days of receipt, provided that all invoices
             shall include at least the following information: Buying Entity
             account number, Purchase Order number, Product description,
             quantity of Product desired, unit cost and extended cost of
             Product, invoice number, and applicable Product part number.

     4.3     CONSOLIDATED INVOICES. SUPPLIER shall provide upon GENZYME's
             request consolidated monthly invoices for each U.S. Buying Entity.
             All such consolidated invoices shall be paid in full within the
             last date specified, provided that the parties agree on the amount
             invoiced. Consolidated invoices shall be submitted in Excel format
             and shall contain at least the following information: Buying Entity
             account number; Purchase Order number; Product description;
             quantity of Product; unit cost and extended cost of Product;
             invoice number; and applicable Product part number.

     4.4     INVOICE DISPUTES. In the event GENZYME disputes an invoice amount,
             GENZYME shall notify SUPPLIER within fifteen (15) days of the date
             of receipt of such invoice, may withhold payment of the disputed
             amount, and shall pay the undisputed portion of such invoice by
             such fifteenth (15th) days. The parties shall negotiate in good
             faith how to address the disputed portion of the invoice.

5.   PRODUCTS AND PRICING:

     5.1     GENZYME BIOPRODUCTION PRODUCTS AND PRICING.

[**] = 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-
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             [**]

     5.2     PROCESS DEVELOPMENT GENZYME & SUPPLIER SUPPORT.

             SUPPLIER understands that GENZYME needs the freedom to operate
             regarding the future development of mammalian cell base
             technologies. Therefore GENZYME may elect to work with Vendors
             whose skill set and know-how best suit GENZYME's timelines and or
             other requirements. GENZYME may use a reasonable effort to provide
             SUPPLIER an opportunity re: the above needs by using SUPPLIER's
             catalogue products, custom products, and or optimized IP platforms
             to address the cell culture needs of GENZYME during the course of
             this Agreement, so long as SUPPLIER can meet GENZYME's timelines,
             budgets and other requirements for the project. [**]

     5.3     [**]

             [**]

     5.4     PRICE AND PAYMENT TERMS FOR [**] BATCHES.
             The pricing for the [**] is set forth in ATTACHMENT B1. Delivery of
             the [**] will be consistent with terms outlined in Section 10.1 of
             the Supply Agreement. [**]

     5.5     CURRENCY EXCHANGES.
             For the purposes of calculating rebates as described in Sections
             5.3 and 5.7, SUPPLIER shall convert sales to Buying Entities from
             local currency to dollars using the methods it uses to convert all
             of its other foreign revenues, provided only that such methods
             comply with US generally accepted accounting principles. SUPPLIER
             currently uses the exchange rates posted at www.oanda.com; if that
             source changes SUPPLIER will report that source and the rate at the
             close of the respective quarter.

     5.6     PRICE AND PAYMENT TERMS FOR [**] BATCHES.

             [**]

USDA Website-//www.ams.usda.gov/LSMNpubs/pdfmonthly/pharm.pdf

     5.7     PRICING FOR RESEARCH PRODUCTS.
             Current US prices for SUPPLIER Research Products are set forth in
             SUPPLIER's current catalog ( "List Price"). Each Selling Entity has
             a different catalog and the List Prices may vary by country. [**]

             [**]

     5.8     GENZYME/ SUPPLLER- [**] PROGRAM - RESEARCH PRODUCTS.
             There are two levels of [**] status, with qualifications for each
             detailed below. In exchange for each level of [**] status, SUPPLIER
             will offer the stated price concessions.

             5.8.1   [**] - LEVEL 1. Within 60 days of signing the contract,
             GENZYME and authorized Buying Entities will provide SUPPLIER and
             Selling Entities access to its end users for the purpose of
             promoting SUPPLIER's products and services [**]

             5.8.2   [**]

[**] = 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.

                                       -7-
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             5.8.3   If SUPPLIER provides specific product, seminars and or
             special product pricing information during the year, GENZYME may
             list these in the Science and Research newsletter, as time and
             space allow. SUPPLIER will be given an annual expected schedule of
             newsletters.

             GENZYME Science and Research Procurement may sponsor product shows
             and technical meetings. Timing, content and location of these
             product shows to be mutually agreed to and SUPPLIER must provide at
             least a three (3) week advance notice request to GENZYME Science
             and Research Procurement.

             In exchange for its [**] status, Level 1, with respect to Research
             Products, addition discounts on Research Products are provided as
             listed in ATTACHMENT B3, Section A.

     5.9     [**] - LEVEL II QUALIFICATION.

             5.9.1   GENZYME will provide spend visibility on a quarterly basis
             for selected life science reagents by product category which
             SUPPLIER and GENZYME mutually agree too. GENZYME and SUPPLIER will
             agree as to the form and format of this data and the method of
             reporting.

             5.9.2   [**]

     5.10    GROWTH INCENTIVE ADJUSTMENTS.

             5.10.1  If GENZYME purchases a company that has not done business
             with SUPPLIER historically, the growth incentive charts will not
             change and any new purchases from the acquired company can be
             applied to the growth incentive tiers. If GENZYME purchases a
             company that has done business with SUPPLIER historically, the
             growth incentive tiers will be adjusted by adding the acquired
             companies' historical volume to Tier 1. Each Tier will then be
             adjusted upward by the same percent as current tiers.

             5.10.2  Adjustments to the growth incentives for GENZYME resulting
             from GENZYME's acquisition of a company that is presently procuring
             products from SUPPLIER will be reviewed and approved by both
             parties prior to any adjusts in the tiered rebates.

             5.10.3  If SUPPLIER purchases any company that GENZYME has bought
             from historically the growth incentive rebates will be reviewed by
             both SUPPLIER and GENZYME and adjusted accordingly.

     5.11    CONTINGENCY MANUFACTURING SITE AND DISASTER RECOVERY PLAN.
             Outlined below is the current long-term manufacturing capacities
             reflective both the US and Scotland Sites.

             5.11.1  [**]

             5.11.2  [**]

             5.11.3  Contingency Manufacturing Site and Disaster Recovery Plan
             Scotland Facility [Inchinnan]:

             Plant capacity: currently staffed to run 5 days per week at two
             shifts per day; 24/7 provides ample expansion capabilities

             Based on above workweek, the current Inchinnan capacity
             approximates:

[**] = 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-
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             [**]

6.   RELEASE OF ORDERS:

     6.1     PURCHASE ORDER PLACEMENT. GENZYME shall have no obligation to order
             any Product by virtue of this Agreement alone. In the event that
             GENZYME orders Products hereunder, GENZYME shall issue a Purchase
             Order to SUPPLIER stating, at a minimum, the description and
             quantity of the Product(s) being ordered and the required date(s)
             for delivery of such Product(s). No Product shall be delivered
             prior to receipt of an applicable Purchase Order (whether
             electronically, by telephone, or fax). Purchase Orders for Custom
             Manufactured Products and Biosurgery Products shall be sent by hard
             copy or email only. In the event GENZYME does not receive a written
             notice of acceptance or rejection of a Purchase Order within five
             (5) business days of the Purchase Order date, acceptance of the
             Purchase Order by SUPPLIER shall be conclusively presumed.

     6.2     ELECTRONIC ORDERS. Purchase Orders placed and acknowledgments sent
             under this Agreement may be sent in writing or by electronic means
             in a mutually agreed upon platform. The parties agree that:
             6.2.1 The electronically transmitted Purchase Orders shall be
             deemed to satisfy any legal formalities requiring that agreements
             be in writing.
             6.2.2 Neither party shall contest the validity or enforceability of
             any such electronic transmission under any applicable statute of
             frauds.
             6.2.3 Computer maintained records when produced in hard copy form
             shall constitute business records and shall have the same validity
             as any other generally recognized business records.

     6.3     21 CFR PART 11 COMPLIANCE. SUPPLIER and GENZYME each represent and
             warrant to the other that each is developing its electronic
             transmission and computer maintained records/security to bring such
             transmission, records, and security into compliance with the
             requirements of 21 CFR Part 11.

7.   FORECASTING. PURCHASE ORDERS AND SUPPLY OBLIGATIONS:

     7.1     FORECASTS. [**]

     7.2     PURCHASE ORDER REQUIREMENTS: SUPPLY OBLIGATIONS.

             7.2.1      GENZYME shall issue Purchase Orders for Products as
                        follows: (i) for Custom Manufactured Products and [**]
                        (after [**] has been approved by GENZYME for use in its
                        bioproduction process) [**] months prior to the
                        requested delivery date(s); (ii) for [**] and [**], [**]
                        months prior to the requested delivery date(s); (iii)
                        for Biosurgery Products (excluding [**]), [**] weeks
                        prior to the requested delivery dates.

             7.2.2      Each Purchase Order shall specify at a minimum the
                        amount of each Product required, the delivery dates and
                        location and any other ordering terms. Each Purchase
                        Order shall constitute a binding obligation on GENZYME
                        to take and pay for the Product specified therein
                        subject to the terms of this Agreement.

             7.2.3      [**]

             7.2.4      DELAY OF DELIVERY: GENZYME may delay deliveries under an
                        outstanding Purchase Order upon providing written notice
                        to SUPPLIER no less than (i) [**] days before the
                        scheduled delivery date for Custom Manufactured
                        Products, and (ii) [**] days before the scheduled
                        delivery date for Biosurgery Products. Such delays shall
                        be at no additional charge to GENZYME. The maximum
                        duration of any delay of [**] and Biosurgery Products
                        shall be [**] months from the date 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.

                                       -9-
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                        GENZYME's notification of acceptance of the pre-shipment
                        sample for the applicable Product (or, if no
                        pre-shipment sample is sent, then from the original date
                        of delivery of such Product); the maximum duration of
                        any delay of [**] or [**] shall be [**] months from date
                        of the Purchase Order.

8.   BIOSURGERY PRODUCTS:

     8.1     RAW MATERIALS FOR BIOSURGERY PRODUCTS. Prior to or on even date
             with its submission of a Purchase Order for Biosurgery Products,
             GENZYME shall deliver to SUPPLIER a sufficient amount of the
             materials set forth in ATTACHMENT G ("MATERIALS") to enable
             SUPPLIER to manufacture the amount of Biosurgery Products set forth
             in such Purchase Order. In the event that Materials are lost or
             destroyed due to SUPPLIER's negligence or misconduct, SUPPLIER will
             reimburse GENZYME for its direct out-of-pocket costs of the
             Materials and the associated shipping costs.

             8.1.1      If GENZYME delays delivery of the necessary Materials,
                        the affected Purchase Order delivery date(s) may be
                        extended for the duration equal to such delay.

             8.1.2      The parties acknowledge that SUPPLIER's manufacture of
                        Biosurgery Products manufactured using Materials is
                        conditional upon the Materials meeting certain
                        specifications ("MATERIALS SPECIFICATIONS") as set forth
                        on ATTACHMENT G. GENZYME shall accompany each delivery
                        of Materials with Certificates of Analysis confirming
                        that the delivered Materials meet the Materials
                        Specifications, along with instructions for proper
                        storage and handling of the Materials.

             8.1.3      GENZYME acknowledges that if the Materials do not
                        conform to the Materials Specifications upon their
                        delivery to SUPPLIER, then SUPPLIER's manufacture of the
                        Biosurgery Products may be adversely affected. [**]

             8.1.4      Upon the parties' agreement with respect to the amount
                        of Materials necessary to manufacture Biosurgery
                        Products, GENZYME has the right to instruct SUPPLIER
                        that excess Materials be disposed of by SUPPLIER, in
                        which case GENZYME will reimburse SUPPLIER a disposal
                        fee to cover SUPPLIER's expense in destroying such
                        Material and other reasonable costs associated with the
                        disposal of the materials.

             8.1.5      SUPPLIER will provide reports to GENZYME prior to the
                        close of each month with respect to delivered Material
                        which will include: ending inventory, receipts, new
                        reserves, and usage details.

     8.2     OTHER BIOSURGERY PRODUCTS. The parties may enter into future
             agreements from time to time to add additional Biosurgery Products
             to ATTACHMENT B2. Biosurgery Products may only be added to this
             Agreement by execution of the Amendment form attached hereto as
             ATTACHMENT F ("SUPPLEMENTAL PRODUCT AMENDMENT" or SPA), to which a
             Certificate of Analysis and sample label for such product shall be
             attached. Supplemental Product Amendments that are currently
             effective between the parties as of the Effective Date are
             identified on ATTACHMENT J, are incorporated by reference herein,
             and the products described thereunder shall be Biosurgery Products
             hereunder, provided that where the terms of this Agreement conflict
             with the terms of any Supplemental Product Amendment, the terms of
             this Agreement shall govern. Each Supplemental Product Amendment
             entered into after the Effective Date shall be attached hereto as
             ATTACHMENTS F1, F2, and so on.

     8.3     PURCHASE ORDERS. Following receipt of a Purchase Order for a
             biosurgery product that is not subject to a SPA, SUPPLIER and
             GENZYME shall review execute an SPA in the form attached hereto as
             ATTACHMENT F to incorporate such Biosurgery Product. SUPPLIER will
             not manufacture and deliver to GENZYME any Biosurgery Product that
             is not subject to an executed SPA. SUPPLIER shall use commercially
             reasonable and good faith efforts to meet GENZYME's Purchase Orders
             and delivery requirements for

[**] = 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-
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             Biosurgery Products. If SUPPLIER is unable for any reason to supply
             any portion of the total demand for Biosurgery Products specified
             in a Purchase Order that exceeds the then-applicable, accepted
             GENZYME Forecast, SUPPLIER may allocate its available supply among
             any or all customers on such basis as SUPPLIER may deem fair and
             practical, without liability for any failure of performance that
             may result therefrom.

     8.4     TERMINATION OF SUPPLY OF BIOSURGERY PRODUCTS.

             8.4.1      If GENZYME cannot offer its services as a result of
                        action by the FDA, and the FDA's requirements cannot be
                        satisfied within [**], GENZYME may terminate SUPPLIER's
                        supply of Biosurgery Products hereunder by providing
                        [**].

             8.4.2      Each party may terminate the supply of Biosurgery
                        Products hereunder without cause [**] written notice to
                        the other party. Such termination shall not affect the
                        supply of Products other than Biosurgery Products.

9.   SECURITY OF SUPPLY:

     9.1     CUSTOM MANUFACTURED PRODUCTS. Upon GENZYME's request in a written
             or electronic Purchase Order, SUPPLIER shall commence manufacture
             of an inventory of Custom Manufactured Products (in the quantity
             (ies) set forth below) that are Pre-Approved Finished Goods
             (defined below), custom manufactured and stored in accordance with
             the applicable Specifications, and held on reserve inventory for
             the purpose of security of supply ("Security of Supply").
             Submission of such initial Purchase Order obligates GENZYME to take
             delivery of the Security of Supply. Upon completion of the
             manufacture of the Security of Supply, SUPPLIER shall roll over
             such Security of Supply into its delivery of Custom Manufactured
             Products under the next-occurring Purchase Order on a
             first-in-first out-basis. At all times during the term of this
             Agreement, SUPPLIER shall maintain the inventory dedicated for
             Security of Supply in the following quantities and at the following
             locations:

                        (i)  [**]
                        (ii) [**]

             9.1.1      UNAPPROVED FINISHED GOODS. "UNAPPROVED FINISHED GOODS"
                        means a Custom Manufactured Product which is tested,
                        approved, packaged and labeled in accordance with the
                        applicable Specifications for delivery to GENZYME by
                        SUPPLIER, but which GENZYME has not tested to confirm
                        conformity to the applicable Specifications.

             9.1.2      PRE-APPROVED FINISHED GOODS. For GENZYME to approve a
                        lot of [**] as Security of Supply, SUPPLIER shall send
                        GENZYME a sample of such lot within [**] of receiving
                        GENZYME's Purchase Order requesting such Security of
                        Supply. Upon receipt of GENZYME's notification of
                        acceptance of a pre-shipment sample of [**] as
                        conforming to the applicable Specifications, the lot
                        from which preshipment sample was taken shall be
                        "Pre-Approved Finished Goods" for purposes of this
                        Section 9.1.

             9.1.3      FORM OF PACKAGING AND STORAGE CONDITIONS. The Security
                        of Supply of [**] shall be maintained in [**] unless
                        otherwise reasonably requested by GENZYME no less than
                        [**] in advance. The Security of Supply of [**] shall be
                        maintained in [**], unless otherwise reasonably
                        requested by GENZYME no less than [**] in advance.

             9.1.4      ORDERING SECURITY OF SUPPLY. GENZYME may, at any time,
                        request delivery of all or part of the Security of
                        Supply by placing a Purchase Order therefor ("SECURITY

[**] = 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-
<Page>

                        SUPPLY ORDER"). SUPPLIER shall deliver such Security of
                        Supply within[**] of receipt of such Security Supply
                        Order.

             9.1.5      REPLENISHMENT OF SECURITY OF SUPPLY. If GENZYME takes
                        delivery of the entire inventory dedicated to Security
                        of Supply pursuant to this Section 9.1, SUPPLIER shall
                        use fully replenish the Security of Supply as follows:
                        [**]

     9.2     BACK-UP MANUFACTURING FACILITY: SUPPLIER has two manufacturing
             locations for [**]. In the event the primary manufacturing location
             becomes or would become incapable of manufacturing Custom
             Manufactured Products, SUPPLIER will use every available
             opportunity to manufacture in the alternate location; provided
             however, that manufacture in the Scotland facility must be approved
             by GENZYME in advance.

     9.3     [**]

10.  ACCEPTANCE: REJECTION: PRE-SHIPMENT SAMPLES:

     10.1    [**]. SUPPLIER will test a sample of each lot of [**] in accordance
             with its Specifications prior to shipment of the full lot of [**].
             SUPPLIER will provide GENZYME with a pre-shipment sample of [**]
             within [**] of the Purchase Order date. Such pre-shipment sample
             shall be [**] derived from one (1) lot of [**]. Upon receipt of
             such sample, GENZYME will have [**] to retest the sample in
             accordance with the [**] Specifications, and will notify SUPPLIER
             within such time whether the sample complies with the [**]
             Specifications. Within [**] of receipt of GENZYME's acceptance of
             such pre-shipment sample, SUPPLIER shall ship the full order of
             [**] from its New Zealand facility to its U.S. facility, and
             SUPPLIER'S U.S. facility will then deliver such [**] to the GENZYME
             location specified on the Purchase Order on or by the applicable
             delivery date. GENZYME's failure to provide timely notice of
             acceptance or rejection of the sample may result in a delay in
             delivery, and if so, will relieve SUPPLIER of breach with respect
             to a Purchase Order delivery late.

             10.1.1     If GENZYME determines that the [**] sample does not
                        comply with the [**] Specifications, GENZYME shall
                        provide evidence to SUPPLIER supporting the claim. If
                        SUPPLIER agrees that the [**] sample does not comply
                        with the [**] Specifications, SUPPLIER shall provide a
                        sample from a replacement batch of [**] within [**]
                        after written notification of such rejection.

             10.1.2     If SUPPLIER'S assays confirm that the [**] samples are
                        in compliance with the Specifications, but GENZYME's
                        assays determine that the samples are not in compliance
                        with the Specifications, SUPPLIER and GENZYME will
                        investigate the discrepancy and attempt to reach a
                        reasonable settlement.

             10.1.3     Prior to the next-scheduled shipment of [**], SUPPLIER
                        will provide to GENZYME a Certificate of Analysis (COA)
                        with respect to such shipment to allow GENZYME to
                        determine the appropriate GENZYME location for the
                        shipment to be shipped.

     10.2    [**] AS A BIOSURGERY PRODUCT.

             10.2.1     PRE-SHIPMENT SAMPLES. Prior to delivering [**] as a
                        Biosurgery Product under a Purchase Order, SUPPLIER will
                        use commercially reasonable efforts to provide GENZYME
                        with a pre-qualification sample of [**] meeting the
                        Specifications derived from at least one (1) lot of
                        [**].

             10.2.2     INVENTORY. In response to GENZYME's Purchase Order for
                        [**] as a Biosurgery Product, SUPPLIER will maintain an
                        inventory [**] equal to the amount set forth in such
                        Purchase Order, at no obligation to GENZYME, for [**]
                        from the date of delivery of the preshipment sample in
                        accordance with Section 10.2.1.

[**] = 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.

                                      -12-
<Page>

             10.2.3     ACCEPTANCE/REJECTION OF SAMPLE. If GENZYME rejects the
                        sample of [**] in such [**] period, then SUPPLIER will
                        provide a new sample of [**] from different lot; GENZYME
                        acknowledges that such rejection may affect the delivery
                        date of [**], notwithstanding any other provision
                        herein. If GENZYME does not notify SUPPLIER of
                        acceptance or rejection of the sample of [**] within
                        such time period, then SUPPLIER shall have no obligation
                        to fill the corresponding Purchase Order. If GENZYME
                        notifies SUPPLIER of acceptance of the sample within the
                        time period, then SUPPLIER shall ship the amount of [**]
                        set forth in the Purchase Order, at GENZYME's
                        instruction, either: (i) promptly in its entirety; or
                        (ii) in installments over a period not to exceed [**].
                        If such installments are instructed by GENZYME to be
                        delivered within [**] from notification of acceptance,
                        then the price for such [**] shall be as the price
                        existed on the date of the applicable Purchase Order;
                        and if such installments are instructed by GENZYME to be
                        delivered beyond [**] from notification of acceptance,
                        then the price for [**] shall be subject to change as
                        described in Section 5.6.

     10.3    ALL BIOSURGERY PRODUCTS.

             10.3.1     SHORTAGES: PATENT DEFECTS. Immediately upon receipt of a
                        Biosurgery Product, GENZYME shall inspect same, and
                        notify SUPPLIER of any claims for shortages, patent
                        defects or damages, and shall hold any such Biosurgery
                        Product pending receipt of SUPPLIER's written
                        instructions regarding disposition. The failure of
                        GENZYME to notify SUPPLIER within five (5) days after
                        receipt shall constitute confirmation that the
                        Biosurgery Product delivered was in the correct
                        quantity, and that there were no patent defects or
                        damages in the packaging containers. SUPPLIER will
                        notify GENZYME if the delivery reflects an overage in
                        excess of one hundred ten percent (110%) of the amount
                        requested in the Purchase Order within thirty (30) days
                        of the day of manufacture; and acceptance of such
                        overage will be at the sole discretion of GENZYME at the
                        original Purchase Order price.

             10.3.2     COMPLIANCE WITH THE SPECIFICATIONS. GENZYME shall have
                        thirty (30) days from the date of receipt of Biosurgery
                        Products to confirm compliance of such Biosurgery
                        Products with the Biosurgery Product Specifications
                        (latent defects). The failure of GENZYME to notify
                        SUPPLIER in writing that any Biosurgery Product was not
                        in compliance with the Biosurgery Product Specifications
                        shall constitute GENZYME's final acceptance of the
                        Biosurgery Product.

             10.3.3     CURE. If GENZYME rejects a Biosurgery Product as not
                        complying with the Biosurgery Product Specifications
                        subject to Section 8.1.3, then SUPPLIER will use
                        commercially reasonable efforts to deliver to GENZYME a
                        replacement lot of the Biosurgery Product. The
                        replacement lot( s) size will be the same size as the
                        rejected lot, unless otherwise agreed to by the parties,
                        and will be priced at the same unit price as the failed
                        lot. SUPPLIER will fully reimburse GENZYME for GENZYME's
                        out of pocket cost of any raw materials consumed in the
                        failed lot.

     10.4    CUSTOM MANUFACTURED PRODUCT ACCEPTANCE

             10.4.1     RECEIPT AND TESTING OF CUSTOM MANUFACTURED PRODUCT. All
                        Custom Manufactured Product shipped shall be accompanied
                        by quality control certificates of analysis (as set
                        forth in Section 11) signed by a duly authorized
                        official of SUPPLIER confirming that each batch of
                        Custom Manufactured Product covered by such certificate
                        meets the Specification's release requirements and shall
                        be deemed accepted by GENZYME unless GENZYME, acting
                        reasonably and in good faith, shall give written notice
                        of rejection (hereafter referred to as a "REJECTION
                        NOTICE") to SUPPLIER within sixty (60) days after
                        receipt of the Custom Manufactured Product by, on behalf
                        of, or for the account of 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.

                                      -13-
<Page>

             10.4.2     REJECTION NOTICE. The Rejection Notice shall state in
                        reasonable detail (sufficient to enable) SUPPLIER to
                        identify the nature of the problem, the reason why the
                        Custom Manufactured Product is not acceptable. Any
                        Rejection Notice shall be accompanied by copies of all
                        written reports relating to tests, studies or
                        investigations performed to that date by or for GENZYME
                        on the Custom Manufactured Product rejected. GENZYME
                        shall have the right but not the obligation, to return
                        the rejected Custom Manufactured Product to SUPPLIER at
                        SUPPLIER's cost, and title to and risk of loss
                        associated with the rejected Custom Manufactured Product
                        shall transfer to SUPPLIER upon receipt by SUPPLIER of
                        the rejected Custom Manufactured Product.

             10.4.3     RETURN OF CUSTOM MANUFACTURED PRODUCT. Upon receipt of
                        such Rejection Notice, SUPPLIER may require GENZYME to
                        return the rejected Custom Manufactured Product or
                        samples thereof (at SUPPLIER's cost) to SUPPLIER for
                        further testing, in which event such Custom Manufactured
                        Product or samples thereof as the case may be, shall be
                        returned by GENZYME to SUPPLIER. Upon receipt of the
                        rejected Custom Manufactured Product title to and risk
                        of loss associated with the rejected Custom Manufactured
                        Product shall transfer to SUPPLIER. If it is later
                        determined that GENZYME was not justified in rejecting
                        the Custom Manufactured Product, GENZYME shall reimburse
                        SUPPLIER for the costs of the return, as well as any
                        other costs or expenses incurred by SUPPLIER as a result
                        of the rejection or return and retest and title to and
                        risk of loss associated with such Custom Manufactured
                        Product shall transfer to GENZYME upon placement of the
                        Custom Manufactured Product on the designated carrier by
                        SUPPLIER.

             10.4.4     DISPUTE RESOLUTION. GENZYME's basis for rejection shall
                        be conclusive unless SUPPLIER notifies GENZYME, within
                        thirty-five (35) days of receipt of the Rejection Notice
                        that it disagrees with such rejection. In the event of
                        GENZYME's receipt of such a notice by SUPPLIER,
                        representative samples of the Custom Manufactured
                        Product in question shall be submitted to a mutually
                        acceptable independent laboratory or consultant for
                        analysis or review, the costs of which shall ultimately
                        be paid by the party that is determined by the
                        independent laboratory or consultant to have been
                        incorrect in its determination of whether the Product
                        should be rejected. Should the fees associated with the
                        work conducted by the independent laboratory or
                        consultant be due upfront, each of GENZYME and SUPPLIER
                        shall each pay fifty percent (50%) of such upfront fees,
                        and the party that is determined by the independent
                        laboratory or consultant to have been incorrect in its
                        determination shall then reimburse the other party.

             10.4.5     PAYMENT OBLIGATIONS SUSPENDED FOR REJECTED CUSTOM
                        MANUFACTURED PRODUCT. If any order of Custom
                        Manufactured Products is rejected by GENZYME under
                        Section 10.4, GENZYME's duty to pay all amounts payable
                        to SUPPLIER in respect of the rejected Custom
                        Manufactured Product shall be suspended until such time
                        as it is determined by an independent laboratory or
                        consultant that the Custom Manufactured Products in
                        question should not have been rejected by GENZYME. If
                        only a portion of an order is rejected, only the duty to
                        pay the amount allocable to such portion shall be
                        suspended.

11.  CERTIFICATE OF ANALYSIS: OTHER DOCUMENTATION:

     A Certificate of Analysis will accompany Custom Manufactured Products and
     Biosurgery Products. SUPPLIER will accompany a Research Product with a
     Certificate of Analysis upon GENZYME's reasonable advanced written request.
     [**] and [**] shipments will also be accompanied with a certificate of
     country of origin, expiration date, and batch number.

12.  STORAGE: DELIVERY:

[**] = 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-
<Page>

     12.1    PACKAGING. All Products shall be packaged, marked and otherwise
             prepared for shipment by SUPPLIER in accordance with the
             Specifications, or if there are no such specifications for a
             particular Product, SUPPLIER will use reasonable commercial
             packaging practices. SUPPLIER shall mark on containers all
             necessary handling, loading and shipping instructions. An itemized
             packing list setting forth all Products shipped shall be included
             with each shipment. SUPPLIER shall store and transport Biosurgery
             Products in accordance with the specification set forth on
             ATTACHMENT I.

     12.2    STORAGE. [**]

     12.3    SHIPMENT. With respect to Custom Manufactured Products and
             Biosurgery Products, SUPPLIER shall arrange and prepay for shipping
             to GENZYME or the Buying Entity (as applicable), GENZYME or the
             Buying Entity shall reimburse SUPPLIER for such shipping charges,
             and title and risk of loss for such Custom Manufactured Products
             and Biosurgery Products shall pass to GENZYME or the Buying Entity
             (as applicable) upon delivery to GENZYME or Buying Entity (as
             applicable). With respect to Research Products, SUPPLIER shall ship
             such Research Products using the GENZYME Federal Express account
             number specified by GENZYME, and title and risk of loss for such
             Research Products shall pass to GENZYME or the Buying Entity (as
             applicable) upon delivery to Federal Express.

     12.4    DELIVERY DATES. Delivery of Custom Manufactured Products and
             Biosurgery Products (subject to Section 8.3), shall be [**] late
             and no more than [**] early from agreed upon delivery date. If
             SUPPLIER is unable to deliver a Custom Manufactured Product or
             Biosurgery Product within this agreed upon time frame, SUPPLIER
             will, if requested by GENZYME or its Buying Entity, ship such
             product the fastest commercial manner available, at SUPPLIER'S
             expense. SUPPLIER will ship any Research Products not available at
             time of receipt of a Purchase Order by next-day delivery.

13.  MANUFACTURING OBLIGATIONS: WARRANTIES:

     13.1    CUSTOM MANUFACTURED PRODUCTS. SUPPLIER shall manufacture each
             Custom Manufactured Product in accordance with the Custom
             Manufactured Product Specifications, as set forth on ATTACHMENT C1.
             C2. C3 and ATTACHMENT C4.

     13.2    SPECIFICATIONS: DISCONTINUATION. SUPPLIER shall not change any
             Specifications for, or discontinue the manufacture of, Custom
             Manufactured Products or Biosurgery Products without GENZYME's
             prior written agreement, which shall not be unreasonably withheld,
             except as may be required to comply with applicable laws and
             regulations and regulatory authority requirements, in which case
             SUPPLIER shall notify GENZYME and provide GENZYME with information
             regarding such change in accordance with the Change Notification
             Process set forth on attached ATTACHMENT K. Furthermore, SUPPLIER
             may make changes to or discontinue manufacture of Custom
             Manufactured Product and Biosurgery Product manufacturing process
             only in accordance with the Change Notification Process set forth
             on attached ATTACHMENT K.

     13.3    BIOSURGERY PRODUCTS. Biosurgery Products supplied to GENZYME shall
             be under a GENZYME label, as incorporated in the Specifications
             and/or applicable Supplemental Product Amendment. GENZYME shall
             have no rights to use any trademark or logo of SUPPLIER in the
             promotion, sale or distribution of its products or services.
             SUPPLIER does not warrant that Biosurgery Product labeling
             designated by GENZYME meets any applicable regulatory requirement.

     13.4    CUSTOM MANUFACTURED PRODUCTS WARRANTY. Each Custom Manufactured
             Product shipped hereunder shall, at the time it is made delivered
             to GENZYME or any Buying Entity:

[**] = 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-
<Page>

             13.4.1     Meet such Custom Manufactured Product's Specifications;

             13.4.2     Be manufactured in accordance with all applicable laws
                        and regulations;

             13.4.3     Be conveyed to GENZYME or the Buying Entity with good
                        title; and

             13.4.4     Not be adulterated or misbranded.

             EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, INCLUDING IN
             SECTIONS 24 (INDEMNIFICATION) AND 26 (LIMITATION OF LIABILITY)
             HEREOF, GENZYME'S REMEDY FOR ANY BREACH OF THE FOREGOING WARRANTIES
             SHALL BE, AT GENZYME'S DISCRETION, EITHER REPLACEMENT OF THE
             NON-CONFORMING CUSTOM MANUFACTURED PRODUCT OR, IF SUPPLIER CANNOT
             REPLACE SUCH CUSTOM MANUFACTURED PRODUCT, REFUND OF THE CUSTOM
             MANUFACTURED PRODUCT PRICE.

     13.5    SUPPLIER BIOSURGERY PRODUCT WARRANTY. SUPPLIER warrants to GENZYME
             that each Biosurgery Product shall at the time it is made available
             to GENZYME or a Buying Entity (as applicable):

             13.5.1     Meet the relevant Biosurgery Specifications attached
                        hereto as ATTACHMENT B2, F and G;

             13.5.2     Be manufactured in substantial compliance with QSR or
                        other similar requirements to the extent that such other
                        applicable requirements have been incorporated into the
                        Biosurgery Product Specifications at the time of
                        manufacture of the Biosurgery Product;

             13.5.3     Be packaged and shipped to GENZYME in a manner
                        consistent with the Biosurgery Product Specifications
                        attached hereto as ATTACHMENT B2, F and G;

             13.5.4     Not be sold by SUPPLIER over a GENZYME label to Third
                        Parties for any purpose.

     13.6    STERILITY. The determination as to whether each batch of a
             Biosurgery Product is Sterile by the procedures defined in the
             Biosurgery Product Specifications provides a small, but non-zero
             probability that each and every container of a Biosurgery Product
             produced as part of a batch of a Biosurgery Product, which batch is
             in compliance with the Biosurgery Product Specifications, is not
             Sterile. Biosurgery Product packaging and aseptic filling process
             has not been qualified by the SUPPLIER to achieve or maintain a
             defined sterility assurance level.

             SUPPLIER DISCLAIMS ANY WARRANTY THAT EACH AND EVERY CONTAINER OF
             BIOSURGERY PRODUCT SHALL BE STERILE.

     13.7    GENZYME ACKNOWLEDGEMENTS.

             13.7.1     GENZYME acknowledges that SUPPLIER has not qualified
                        Biosurgery Products for any human or animal diagnostic
                        or therapeutic application.

             13.7.2     GENZYME acknowledges that SUPPLIER has no responsibility
                        with respect to whether components in the end product of
                        any GENZYME therapeutic or diagnostic process are
                        suitable for GENZYME's intended use, or for use in any
                        other process using a Biosurgery Product which is
                        practiced by GENZYME or any other party and which
                        involves the health of a human.

             13.7.3     EXCEPT AS OTHERWISE SET FORTH IN SECTION 24
                        (INDEMNIFICATION) HEREOF, GENZYME'S SOLE REMEDY FOR ANY
                        BREACH OF THE FOREGOING WARRANTIES REGARDING BIOSURGERY
                        PRODUCTS SHALL BE, AT GENZYME'S-DISCRETION, EITHER
                        REPLACEMENT OF THE NON-CONFORMING BIOSURGERY PRODUCT OR,
                        IF SUPPLIER CANNOT REPLACE SUCH BIOSURGERY PRODUCT,
                        REFUND OF THE BIOSURGERY PRODUCT PRICE PAID.

[**] = 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-
<Page>

     13.8    BIOSURGERY PRODUCT ISSUES. SUPPLIER shall notify GENZYME or the
             applicable Buying Entity in writing immediately upon learning: (i)
             that a Biosurgery Product delivered hereunder fails to meet the
             Biosurgery Product Specifications; or (ii) of a deviation of the
             Biosurgery Product batch records which could impact product
             quality; and in each case initiate an investigation and implement
             corrective action where commercially reasonably appropriate.

     13.9    GENZYME BIOSURGERY PRODUCT WARRANTIES. GENZYME warrants that:

             13.9.1     It has now and will maintain the technical and other
                        requisite competencies to determine the suitability of
                        the Biosurgery Products for the uses to which GENZYME or
                        its customers will put such Biosurgery Products;

             13.9.2     the Biosurgery Product Specifications have been
                        determined by GENZYME to be adequate to confirm the
                        suitability of the Biosurgery Product, its packaging and
                        labeling supplied hereunder for the uses to which such
                        Biosurgery Product will be put by GENZYME or its
                        customers;

             13.9.3     it shall ship Biosurgery Products in furtherance of its
                        provision of service to its customers only under
                        GENZYME's label;

             13.9.4     GENZYME's processes are structured and will be operated
                        only in a manner in which the use of any Biosurgery
                        Product which is not Sterile shall be detected by
                        GENZYME prior to any use of the Biosurgery Product;

             13.9.5     It shall perform diligently sufficient incoming
                        inspection to satisfy its obligations under this
                        Agreement and under all applicable laws, rules and
                        regulations.

     13.10   LIMITATION OF WARRANTIES. SUPPLIER's warranties herein are personal
             to the purchaser of Biosurgery Products, and shall not be construed
             as running to the benefit of any Buying Entity's distributors or
             its or their customers.

     13.11   WARRANTY DISCLAIMER. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH
             HEREIN, SUPPLIER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH
             RESPECT TO ANY PRODUCT, AND SUPPLIER DISCLAIMS ALL OTHER
             WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION THE
             IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
             PURPOSE. SUPPLIER PROVIDES NO REPRESENTATIONS OR WARRANTIES THAT
             THE PRODUCTS ARE SUITABLE FOR USE IN ANY THERAPEUTIC OR DIAGNOSTIC
             PROCESS FOR HUMANS AND ANIMALS.

     13.12   HERD MANAGEMENT. SUPPLIER agrees to conduct its Herd Management in
             conformance with the [**] Processing Protocols attached hereto as
             ATTACHMENT H to this Agreement.

     13.13   TRACEABILITY. SUPPLIER will ensure traceability to the original
             manufacturer of each raw material used in the manufacture of Custom
             Manufactured Products and Biosurgery Products

     13.14   SITE AUDIT. SUPPLIER will, within sixty (60) days of GENZYME's
             reasonable written request, allow GENZYME to inspect that portion
             of SUPPLIER's manufacturing facilities in which SUPPLIER
             manufactures Products, provided that GENZYME signs SUPPLIER'S
             standard site visit confidentiality agreement. SUPPLIER will work
             with GENZYME's audit team to secure a mutually agreeable date for
             such audit, respond to any reasonable questions, and take any
             compliance issues that may arise into consideration.

     13.15   REGULATORY INSPECTION. SUPPLIER shall provide written notification
             of all inspections from any regulatory agencies that specifically
             apply to Custom Manufactured Products and Biosurgery Products
             within thirty (30) days of SUPPLIER's receipt of notice of such
             inspections. These inspections include: ISO, FDA, EC, HPB, and MCA.
             SUPPLIER 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.

                                      -17-
<Page>

             inform GENZYME within twenty-four (24) hours should any regulatory
             or ISO approval be withdrawn for Custom Manufactured Products and
             Biosurgery Products, if there are any recalls of items provided to
             GENZYME, or if any regulatory agency initiates any enforcement
             action against the SUPPLIER with respect to Custom Manufactured
             Products and Biosurgery Products.

14.  OTHER OBLIGATIONS:

     14.1    TECHNICAL SEMINARS. SUPPLIER and GENZYME's Science and Research
             Corporate Purchasing group will, from time to time, discuss the
             provision of technical seminars by SUPPLIER at a central GENZYME
             location.

     14.2    QUARTERLY BUSINESS REVIEWS. SUPPLIER will conduct quarterly
             business reviews coordinated with designated GENZYME personnel, to
             monitor GENZYME's forecasts, business progress, on-time delivery
             (of product listed in ATTACHMENTS B1, B2 and B4) and cost savings.
             Such business reviews will review all areas of SUPPLIER'S business
             that is directly related to GENZYME. SUPPLIER will supply such
             business reviews to GENZYME no later than forty-five (45) days
             after the close of the previous business quarter for international,
             and thirty (30) days after the close of the previous business
             quarter for domestic, and the parties will meet to discuss such
             business reviews at a GENZYME location no later than sixty (60)
             days after the close of each calendar quarter.

     14.3    ACCOUNT ADMINISTRATION: GENZYME and SUPPLIER will assign a primary
             individual to manage such party's account established by this
             Agreement. Each party may request a change of the other party's
             account manager upon written notice of at least ninety (90) days to
             the other party, at which point the parties shall attempt to
             resolve the issue.

     14.4    GOVERNMENT APPLICATIONS.

             14.4.1     SUPPLIER will cooperate with GENZYME by supporting any
                        FDA applications with appropriate technical information
                        available at that time to SUPPLIER.

             14.4.2     GENZYME shall have the sole responsibility to obtain any
                        government authorizations necessary to test, distribute
                        or sell materials that use or incorporate the Biosurgery
                        Products.

             14.4.3     To the extent that GENZYME determines that applications
                        to and approval from the FDA or other governmental
                        authority are necessary for a Biosurgery Product,
                        SUPPLIER will cooperate fully with GENZYME by providing
                        available technical information about the Biosurgery
                        Product to GENZYME for incorporation in GENZYME's
                        application

             14.4.4     Should GENZYME request SUPPLIER to provide proof of
                        manufacture of a Biosurgery Product to a regulatory
                        authority, SUPPLIER shall cooperate and supply
                        information in response to such request. GENZYME shall
                        reimburse any reasonable out of pocket expenses incurred
                        by SUPPLIER in complying with GENZYME's request.

             14.4.5     With respect to supply of Biosurgery Products for use in
                        a European or other non-U.S. country, all of the
                        provisions of this Section 14.4 and of Section 13.5
                        shall be construed to encompass the various equivalent
                        (or most nearly equivalent) regulatory agencies and
                        regulations applicable, to the extent that any
                        requirements of such other authorities which are
                        different than those of the U.S. government have been
                        incorporated by mutual written agreement in amended
                        Biosurgery Product Specifications. The parties shall
                        negotiate in good faith using reasonable efforts any
                        modifications to the provisions hereof occasioned by
                        virtue of the supply of Biosurgery Products to a
                        European country. The parties acknowledge and agree that
                        because Biosurgery Products to be supplied to European
                        countries pursuant to this Agreement is to be under a
                        GENZYME label, the primary responsibility lies with
                        GENZYME to identify the 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.

                                      -18-
<Page>

                        of the laws and regulations of each such country, and to
                        communicate such requirements to SUPPLIER in order to
                        amend the Biosurgery Product Specifications
                        appropriately.

15.  TERMINATION:

     15.1    TERM. The term of this Agreement is set forth in Section 3.

     15.2    TERMINATION FOR BREACH. If one party defaults in the performance,
             or fails to perform any of its material obligations under this
             Agreement, and such default is not remedied, or significant
             progress is not made towards resolving such default, within sixty
             (60) days written notice from the non-defaulting party, then the
             nondefaulting party shall have the right to terminate this
             Agreement and avail itself of any and all rights and remedies to
             which it may be entitled by law or in equity.

     15.3    TERMINATION FOR BANKRUPTCY. Each party may terminate this Agreement
             effective immediately without liability upon written notice to the
             other if anyone of the following events occurs:

             15.3.1     the other files a voluntary petition in bankruptcy or an
                        involuntary petition is filed against it;

             15.3.2     the other is adjudged bankrupt;

             15.3.3     a court assumes jurisdiction of the assets of the other
                        under federal reorganization act;

             15.3.4     a trustee or receiver is appointed by a court for all or
                        a substantial portion of the assets of the other;

             15.3.5     the other becomes insolvent or suspends business; or

             15.3.6     the other makes an assignment of its assets for the
                        benefit of its creditors.

     15.4    TERMINATION FOR INFRINGEMENT OR VIOLATION OF LAW. Each party may
             terminate this Agreement, or may terminate supply of a particular
             Product under this Agreement, upon sixty (60) days written notice
             to the other party if it would constitute a violation of law for
             the terminating party or its relevant Affiliate (i.e., a Buying
             Entity or Selling Entity, as applicable) to fulfill its obligations
             hereunder without (i) infringing the intellectual property of a
             Third Party, breaching federal or other governmental regulations,
             including but not limited to FDA requirements; or (ii) violating
             any law.

     15.5    EFFECT OF TERMINATION OR EXPIRATION.

             15.5.1     PURCHASE ORDERS. Upon termination or expiration of this
                        Agreement, GENZYME either itself or through its Buying
                        Entities shall (i) take delivery of and pay for all
                        Products under any Purchase Order outstanding as of the
                        date of termination; (ii) take delivery of and pay for
                        all Biosurgery Products manufactured in reliance upon
                        the binding portion of the relevant forecast; (iii) each
                        Buying Entity shall not be relieved of the obligation to
                        purchase all Products for which it has placed Purchase
                        Orders; (iv) purchase all Products held in inventory as
                        of the date of termination by or for SUPPLIER pursuant
                        to the security of supply provision in Sections 9.1 or
                        10.2; and (v) SUPPLIER either itself or through its
                        Selling Entity will fulfill all Purchase Orders
                        submitted to SUPPLIER either itself or through its
                        Selling Entity prior to the effective date of
                        termination. In the event of any termination of this
                        Agreement, GENZYME shall be responsible for taking
                        delivery of Custom Manufactured Products and Biosurgery
                        Products under any outstanding Purchase Order only if
                        such Custom Manufactured Product 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.

                                      -19-
<Page>

                        Biosurgery Product has entered the manufacturing process
                        at the time of termination.

             15.5.2     SUPPLY STOCK AND RAW MATERIALS. If this Agreement is
                        terminated by GENZYME for any reason, or if the
                        Agreement is terminated by SUPPLIER on account of breach
                        by GENZYME, GENZYME will purchase (i) all Custom
                        Manufactured Products and Biosurgery Products that may
                        reside in SUPPLIER inventory under outstanding Purchase
                        Orders and as set forth in Sections 9.1 or 10.2; and
                        (ii) any raw material (including [**]) purchased by or
                        for SUPPLIER specifically for manufacture of any Custom
                        Manufactured Product or Biosurgery Product in accordance
                        with an outstanding Purchase Order and/or, in the case
                        of Biosurgery Products, in accordance with the
                        the-binding portion of GENZYME's forecast. GENZYME may
                        request that SUPPLIER provide cost justification to
                        support such reimbursement. No termination shall relieve
                        GENZYME of its obligation to purchase all Products for
                        which it has placed Purchase Orders.

             15.5.3     BIOSURGERY PRODUCTS. In the event of GENZYME's
                        termination of this Agreement for reason other than
                        SUPPLIER's breach or bankruptcy, and unless otherwise
                        agreed to by the parties, GENZYME shall accept delivery
                        and pay for all Biosurgery Products for which SUPPLIER
                        has commenced manufacture under the then-current GENZYME
                        Forecast, and GENZYMES shall reimburse SUPPLIER for its
                        direct, out-of-pocket costs of raw materials purchased
                        to manufacture such Biosurgery Products to the extent
                        such costs were authorized in writing by GENZYME and
                        SUPPLIER cannot reasonably use raw materials.

16.  SBA SOCIO-ECONOMIC REPORTING:

     GENZYME encourages SUPPLIER to use the following subcontractors and
     suppliers among its sources of supply, as defined by the Fair Labor
     Standards Act: Small Business, Small Disadvantaged, Service Disabled
     Veteran Owned, Woman Owned, HubZoned Small Business, and Veteran Owned.
     SUPPLIER shall supply GENZYME with SUPPLIER's Vendor Diversification Plan
     upon GENZYME's written request.

17.  CONFIDENTIALITY:

     17.1    NONUSE AND NONDISCLOSURE OBLIGATIONS. Each party shall maintain as
             confidential and shall not disclose, copy nor use for purposes
             other than the performance of this Agreement, any information which
             relates to the other party's business affairs, trade secrets,
             technology, research and development, pricing, or the terms of this
             Agreement ("CONFIDENTIAL INFORMATION") and each agrees to protect
             that Confidential Information of the other with the same degree of
             care it exercises to protect its own confidential information.

     17.2    Exceptions. "Confidential Information" shall not include any
             information that:

             17.2.1     is within the public domain prior to the time of the
                        disclosure hereunder or thereafter becomes within the
                        public domain other than as a result of disclosure by
                        the receiving party in violation of this Agreement;

             17.2.2     was in the possession of the receiving party on or
                        before the date of disclosure hereunder, as evidenced by
                        records, however maintained;

             17.2.3     is acquired by a party hereto from a Third Party not
                        under an obligation of confidentiality;

             17.2.4     the receiving Party must disclose by law, order,
                        subpoena, or regulation of a governmental agency or a
                        court of competent jurisdiction, provided the other
                        party receives prior written notice of such disclosure;
                        or

             17.2.5     is hereafter independently developed by a party without
                        reference to or reliance upon the other party's
                        Confidential Information, as evidenced by records,
                        however maintained.

[**] = 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-
<Page>

     17.3    INJUNCTIVE RELIEF. Breach of this Section 17 by one party may cause
             irreparable damage to the other party and, therefore, the injured
             party shall have the right to seek equitable and injunctive relief,
             and to recover the amount of damages (including reasonable
             attorney's fees and expense) incurred in connection with such
             disclosure and/or unauthorized use.

     17.4    EFFECT UPON TERMINATION OR EXPIRATION. Upon expiration or
             termination of this Agreement, each party agrees to return to the
             other or destroy all Confidential Information of the other, as the
             other party may request. The obligations of confidentiality and
             nonuse set forth in this Section 17 shall survive expiration or
             termination of this Agreement.

18.  INSURANCE:

     18.1    INSURANCE COVERAGE. SUPPLIER, as its own expense, shall procure and
             maintain during the Initial Term, insurance policies with the
             following minimum coverages ("INSURANCE").

             (a) [**]

             (b) [**]

             (c) [**]

     18.2    PREMIUMS: PRIMARY COVERAGE. GENZYME shall not be liable for the
             payment of any premium or assessments with respect to any of the
             Insurance. GENZYME and each Buying Entity and their successors and
             assigns (and their officers, directors, employees, agents, and
             designees) shall be named as additional insured relative to
             SUPPLIER'S performance of services and other activities on or about
             the premises of each GENZYME or its Buying Entity. The Insurance
             shall be primary for all purposes to other insurance coverage,
             whether such other insurance is stated to be primary, contributory,
             excess, contingent or otherwise, as respects any and all liability,
             loss, claims, damages or expense arising out of the negligence or
             alleged negligence of SUPPLIER or a Selling Entity.

19.  WORK ON GENZYME'S PREMISES AND SECURITY:

     19.1    PREMISES RULES. SUPPLIER'S employees shall, when on GENZYME'S
             premises, conduct themselves in such a manner that the work does
             not interfere with the operation of GENZYME'S business, and
             strictly comply with all of GENZYME'S written rules for on-premises
             work.

     19.2    VEHICLE SEARCH. For security purposes, all vehicles, persons and
             materials of or from SUPPLIER and its subcontractors, employees,
             agents, representatives or invitees entering or exiting the
             premises of GENZYME are subject to search upon request of any
             representative of the Corporate Security Department of GENZYME.

     19.3    LOSS OR THEFT. Any instances of theft or loss under this Agreement
             involving SUPPLIER or any of its personnel, employees, agents,
             representatives, subcontractors or invitees of which SUPPLIER
             becomes aware shall be immediately reported to GENZYME.

20.      RESEARCH PRODUCT WARRANTIES:

[**] = 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-
<Page>

     The SUPPLIER warrants to GENZYME that each Research Product shall conform
     substantially to the description of such Research Product as provided in
     the applicable catalog as referenced in Section 2.1.2 above and literature
     accompanying the Research Products until their respective expiration dates
     or, if no expiration date is provided, for six (6) months from the date of
     the Buying Entity's receipt of the Research Products. SUPPLIER warrants
     that all Research Products delivered hereunder will be new, of the grade
     and quality specified by SUPPLIER, free from material defects in design,
     material and workmanship, will conform to delivered samples and written
     descriptions, and will be free of liens and encumbrances. The warranties
     shall survive any delivery, inspection, payment or acceptance of the
     Products. At its expense, SUPPLIER shall replace Research Products not
     conforming to the foregoing warranties. GENZYME'S SOLE REMEDY FOR ANY
     BREACH OF THE FOREGOING WARRANTIES SHALL BE REPLACEMENT OF THE
     NON-CONFORMING RESEARCH PRODUCT OR, IF SUPPLIER CANNOT REPLACE SUCH
     RESEARCH PRODUCT, REFUND OF THE RESEARCH PRODUCT PRICE PAID.

21.  AUTHORIZED USES OF RESEARCH PRODUCTS:

     Except as otherwise agreed in writing by an authorized representative of
     SUPPLIER, the purchase and sale of Research Products hereunder only conveys
     to GENZYME the non-transferable right for only GENZYME to use the purchased
     quantity of Research Products in compliance with the applicable intended
     use statement, limited use statement or limited label license, if any, in
     SUPPLIER's written catalogs or more recent Research Product literature or
     on the label or other documentation accompanying the Research Products (all
     such statements or licenses being incorporated herein by reference as if
     set forth herein in their entirety). Unless otherwise expressly indicated
     in SUPPLIER's written catalogs or more recent Research Product literature,
     or on the label or other documentation accompanying the Research Products,
     GENZYME may use the Research Products for research use only and not for any
     other purpose including, but not limited to, commercial purposes, in vitro
     diagnostic purposes, ex vivo or in vivo therapeutic purposes,
     investigational use, in foods, drugs, devices or cosmetics of any kind, or
     for consumption by or use in connection with or administration or
     application to humans or animals.

     GENZYME acknowledges that the Research Products have not been tested by or
     for SUPPLIER for safety or efficacy except as expressly stated in
     SUPPLIER'S written catalogs or more recent product literature, or on the
     label or other documentation accompanying the Research Products. Without
     limiting the foregoing restrictions, GENZYME warrants to SUPPLIER that
     should GENZYME use the goods for any use other than research, GENZYME shall
     conduct all necessary tests, comply with all applicable regulatory
     requirements, issue all appropriate warnings and information to subsequent
     purchasers and/or users and be responsible for obtaining any required
     intellectual property rights.

     GENZYME agrees to comply with instructions for use of the Research
     Products, if any, and not to misuse the Research Products. GENZYME also
     agrees to inform its employees of the risks, if any, involved in using or
     handling the Research Products and to train and equip them to handle the
     Research Products safely. SUPPLIER will label all hazardous shipments in
     accordance with HAZMA T standards.

     GENZYME realizes that because SUPPLIER'S goods are intended primarily for
     research purposes, they may not be on the Toxic Substances Control Act
     (TSCA) inventory. GENZYME assumes responsibility to ensure that purchased
     Research Products are approved for use under TSCA, if applicable.

     GENZYME has the responsibility to conduct any research necessary to learn
     the hazards involved for any of GENZYME'S uses of Research Products and to
     warn GENZYME'S customers, employees and any auxiliary personnel (such as
     freight handlers, etc.) of any risks

[**] = 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-
<Page>

     involved in GENZYME's use or handling of the Research Products. GENZYME
     agrees to comply with instructions for use of the Research Products, if
     any, and not to misuse the Research Products. If GENZYME is to repackage,
     re-label or use a Research Product as a starting material or component of
     other products, GENZYME will make commercially reasonable efforts to
     qualify the Research Products for such applications, and comply with all
     applicable laws and regulations relating to labeling or providing other
     communications to customers. GENZYME also agrees to make commercially
     reasonable efforts to inform its employees of the risks, if any, involved
     in using or handling the Research Products and to train and equip them to
     handle the Research Products safely. SUPPLIER will label all hazardous
     shipments in accordance with HAZMAT standards.

22.  [**] TRANSMISSIBLE SPONGIFORM ENCEPHALOPATHY COMPLIANCE. SUPPLIER warrants
     that in the event that any Product that contains or is defined as being a
     ruminant derived material(s) and/or material(s) derived from animals which
     are susceptible to infection with transmissible spongiform encephalopathy
     through the oral route, it shall provide GENZYME with a current Certificate
     of Suitability (as defined in European Pharmacopoeia Monograph 2001: 1483,
     Products With Risk of Transmitting Agents of Animal Spongiform
     Encephalopathies - a sample of which is contained in ATTACHMENT L).
     SUPPLIER shall be responsible for advising GENZYME of any changes to the
     Certificate of Suitability in writing, and shall also provide an updated
     copy of the Certificate of Suitability as soon as it becomes available.
     SUPPLIER shall be responsible for identifying the Certificate of
     Suitability 10 number and its expiration date on any Certificate of
     Analysis for materials of Animal Origin (defined below). Within a
     commercially reasonable time after receipt of GENZYME's written request,
     SUPPLIER shall provide GENZYME with a Letter of Origin stating whether raw
     materials used in the manufacture of a Product are synthetic or plant
     derived, or if Animal Origin, whether the raw materials meet the
     Certificate of Suitability requirements. Material shall be deemed of
     "Animal Origin" if it is derived from animal tissues, cells, or body
     fluids; an "animal" is defined as a higher eukaryotic organism, including
     mammals (to include humans), fish, birds, reptiles, amphibians, insects,
     mollusks, etc. Animal Origin does not include lower eukaryotic organisms
     (including without limitation higher plants, fungi, protozoa and algae);
     nor does it include prokaryotic organisms (including without limitation
     bacteria or blue-green algae).

23.  EXPORT CONTROL:

     Neither SUPPLIER nor GENZYME shall export or re-export, either directly or
     indirectly, any technical data relating to Products, incorporating the
     other party's Confidential Information or any Product in contravention of
     any laws or regulations of the United States, including but not limited to
     the United States Export Administration Act of 1979 as amended, the Trading
     With the Enemy Act, and the regulations of the U.S. Departments of
     Commerce, Defense, State, Energy and Treasury, pursuant thereto.

24.  INDEMNIFICATION:

     24.1    [**]

     24.2    [**]

     24.3    [**]

     24.4    [**]

25.  COMPLIANCE WITH LAWS:

     Each party represents and warrants that in the performance of this
     Agreement, it and its relevant Affiliates (i.e., Selling Entities and
     Buying Entities) shall comply with all applicable federal, state and local
     laws, ordinances, rules, and regulations (including without limitation, and
     if applicable,

[**] = 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-
<Page>

     40 CFR 720.3(ee)). Each party agrees to indemnify and hold harmless the
     other from any and all liabilities, claims, demands, losses, costs, damages
     or expenses regardless of the nature of same to the extent they arise from
     any Third Party claim against such party for its or its relevant
     Affiliate's failure to comply with such laws, ordinances, rules or
     regulations.

26.  LIMITATION OF LIABILITY:

     Except for claims arising under Sections 17 (Confidentiality), neither
     party shall be liable to the other for any indirect, incidental, special or
     consequential damages (including, without limitation, any damages arising
     from loss of use or lost business revenue, profits or goodwill) arising in
     connection with this Agreement, whether in an action in contract, tort,
     strict liability, warranty, or negligence even if advised of the
     possibility of such damages. [**]

27.  ASSIGNMENT:

     The terms and provisions of this Agreement shall inure to the benefit of,
     and be binding upon, GENZYME, SUPPLIER, and their respective successor and
     assigns, including pursuant to a merger or consolidation; further, each
     party may, without the consent of the other, assign its rights and
     interests, and delegate its obligations hereunder, effective upon written
     notice thereof to the other party: (a) to an Affiliate if such Affiliate
     assumes all of the obligations of the assigning party hereunder and this
     Agreement remains binding upon the assignor, or (b) to any entity that
     acquires all or substantially all of the assets of a party to which this
     Agreement pertains, or which is the surviving entity in a merger or
     consolidation, if such entity assumes in writing all of the obligations of
     a party hereunder. Any attempt to assign or delegate any portion of this
     Agreement in violation of this Section 27 shall be null and void. Subject
     to the foregoing, any reference to GENZYME or SUPPLIER hereunder shall be
     deemed to include the successors thereto and assigns thereof.

28.  JURISDICTION:

     This Agreement is deemed to be made under and shall be interpreted in
     accordance with the laws of the Commonwealth of Massachusetts.

29.  SEVERABILITY: REMEDIES: WAIVER:

     In the event that anyone or more provisions contained in this Agreement
     shall be held by a court of competent jurisdiction to be invalid, illegal
     or unenforceable in any respect, the validity, legality and enforceability
     of the remaining provisions contained herein shall not in any way be
     affected or impaired thereby.

     The remedies contained herein are cumulative and in addition to, any other
     remedies at law or equity. A failure to enforce, or waiver of a breach of,
     any provision of this Agreement shall not constitute a waiver of any other
     breach or of such provisions.

30.  NOTICES:

     All notices under this Agreement shall be in writing, properly addressed
     and shall be deemed to have been duly given or received upon the earlier of
     (i) if by personal service, when actually received, (ii) five business days
     after sending by registered or certified mail, return receipt requested,
     (iii) one business day after sending via a next business day commercial
     delivery service, and such service obtains the signature of a
     representative of the recipient; or (iv) one (1) day after transmission by
     facsimile. Any notices not addressed as follows shall be deemed not to have
     been give or received.

[**] = 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-
<Page>

     For notices to SUPPLIER regarding forecasts or operation of this Agreement:

TO SUPPLIER (CUSTOM MANUFACTURED PRODUCTS):   TO SUPPLIER (BIOSURGERY PRODUCTS):
Invitrogen Corporation                        Invitrogen Corporation
3175 Staley Road                              3175 Staley Road
Grand Island, NY 14072                        Grand Island, NY  14072
Attention: Arun Singhal                       Attention:  Rick McAvoy
Tel: 716-774-6769                             Tel:  716-774-6959
Fax: 716-774-6811                             Fax:  716-774-6811

TO GENZYME:                                   WITH A COPY TO:
Patti Nardi                                   Douglas Hunt
Director, Supply Management                   Associate Director, CQS
Genzyme Corporation                           Genzyme Corporation
PO Box 9322                                   PO Box 9322
Framingham, MA 01701-9322                     Framingham, MA  01701-9322

                                              WITH A COPY TO:
                                              Legal Department of Genzyme
                                              One Kendall Square
                                              Cambridge, MA 02139

For notices to SUPPLIER regarding interpretation, terms, termination, or breach
of this Agreement, all notices shall be sent via mail or commercial delivery
service:

TO INVITROGEN:                                WITH A COPY TO:
Invitrogen Corporation                        Invitrogen Corporation
1600 Faraday Avenue                           1600 Faraday Avenue
Carlsbad, CA 92008                            Carlsbad, CA 92008
Attention: Contracts Department               Attention: General Counsel
Tel: 760-603-7200                             Tel: 760-603-7200
Fax: 760-476-6326                             Fax: 760-476-6326

TO GENZYME:                                   WITH A COPY TO:
Patti Nardi                                   Douglas Hunt
Director, Supply Management                   Associate Director
Genzyme Corporation                           Genzyme Corporation
PO Box 9322.                                  PO Box 9322
Framingham, MA 01701-9322                     Framingham, MA  01701-9322

                                              WITH A COPY TO:
                                              Legal Department of Genzyme
                                              15 Pleasant Street Connector
                                              Framingham, MA 10701

Notices to Buying Entities under this Agreement shall be delivered to those
entities at the locations and addresses identified on ATTACHMENT A.

31.  ADVERTISING:

     Without the prior written consent of each party's representative as
     designated in Section 30, and except as permitted under Section 17, neither
     GENZYME nor SUPPLIER shall in any manner advertise, publish, or disclose to
     any Third Party the terms of 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.

                                      -25-
<Page>

32.  STATUTES AND EXECUTIVE ORDERS:

     The following statutes and Executive Orders ("EO's") together with
     Regulations issued hereunder are made a part of this Agreement:

             -          Equal Opportunity (41 C.R.R. 60-14, EO 11246),
             -          Employment of Disabled Veterans, and Veterans of Vietnam
                        ERA (Sec. 60-250.4 of Title 41 C.F.R.)
             -          Employment of the handicapped (sec. 60-741.4 of title 41
                        C.F.R., EO 11758)

33.  SURVIVAL:

     All rights and obligations of the parties set forth herein that expressly
     or by their nature survive the expiration or termination of this Agreement
     (including, without limitation, rights and obligations under outstanding
     Purchase Orders) shall continue in full force and effect subsequent to and
     notwithstanding the expiration or termination of this Agreement until they
     are satisfied or by their nature expire and shall bind the parties and
     their legal representatives, successors, and permitted assigns. Without
     limiting the foregoing, any of the provisions of this Agreement and/or its
     Attachments dealing with Delivery, Payment, Warranty, Authorized Use,
     Confidential Information and Advertising, Intellectual Property Indemnity,
     Compliance with Laws, and Sections 2.2.8, 26, 28, 30, 34, 35, 36.4, 36.5
     and 36.6=shall survive termination of this Agreement.

34.  ADDITIONAL OR INCONSISTENT TERMS:
     Any terms or conditions set forth in any invoice provided to GENZYME by
     SUPPLIER or in any order provided to SUPPLIER by GENZYME (including,
     without limitation, Purchase Orders) which is in any way different from,
     inconsistent with or in addition to the terms and conditions set forth
     herein will not become a part of this Agreement or be binding upon GENZYME
     or SUPPLIER.

35.  ENTIRE AGREEMENT:
     This Agreement and its Attachments constitute the entire agreement between
     the parties relating to the subject matter hereof, and supersedes and
     replaces all prior agreements, written or oral; between the parties
     regarding Products (including, without limitation, the Biosurgery
     Agreement). Any modification or waiver of any provision must be made in
     writing and signed by authorized representatives of each party.

36.  GENERAL PROVISIONS.

     36.1    NON-EXCLUSIVITY. SUPPLIER is not, and nothing in this Agreement
             shall imply that SUPPLIER or Selling Entities are GENZYME's or
             Buying Entities' exclusive manufacturer or supplier of Products.
             GENZYME and Buying Entities are not, and nothing in this Agreement
             shall imply that GENZYME or Buying Entities are, SUPPLIER's
             exclusive purchaser of Products.

     36.2    FORCE MAJEURE. Notwithstanding anything contained in this Agreement
             to the contrary, and except for the obligation to make payment in
             any event other than war or civil disturbance, neither GENZYME nor
             SUPPLIER shall be liable for or considered to be in breach of this
             Agreement as a result of failure or delay in fulfilling its
             obligations under this Agreement where such failure or delay is due
             either in whole or in part to any act of God, war, civil
             disturbance, strike, labor dispute, fire, storm, earthquake,
             shortage of power, labor, materials, or transport or act of any
             government or other competent authority or any other circumstance
             beyond the reasonable control of GENZYME or SUPPLIER (as the case
             may be). This Agreement shall be deemed suspended as long as and to
             the extent that any such cause prevents or delays its performance.
             After sixty (60) cumulative days of such suspension on the part of
             one party, the other party may, at

[**] = 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-
<Page>

             its sole discretion, terminate its obligations under this Agreement
             with respect to the particular Product delayed by such force
             majeure, without further liability.

     36.3    INDEPENDENT CONTRACTOR. SUPPLIER shall furnish Products to GENZYME
             as an independent contractor and not as an employee or agent of
             GENZYME. Except as expressly stated herein, SUPPLIER may not act
             for, bind, or represent GENZYME in any manner.

     36.4    HEADINGS. Headings used herein are for descriptive purposes only
             and shall not control or alter the meaning of this Agreement as set
             forth in the text.

     36.5    SEVERABILITY. Should one or more of the provisions contained in
             this Agreement be held invalid, illegal or unenforceable by a court
             or tribunal with jurisdiction to do so, then the validity, legality
             and enforceability of the remaining provisions contained herein
             shall not be affected or impaired thereby, unless the absence of
             the invalidated provision(s) adversely affect the parties'
             substantive rights. In such instance, the parties shall use their
             best efforts to replace the invalid, illegal or unenforceable
             provision(s) with valid, legal and enforceable provision(s) which,
             insofar as practical, implement the purposes of this Agreement.

     36.6    NO AMENDMENT: WAIVER. This Agreement shall not be amended except by
             an instrument in writing executed by both parties. Failure of
             either party at any time to enforce any of the provisions of this
             Agreement shall not be deemed to be a waiver of such or any other
             provision hereof.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives.

Invitrogen Corporation (SUPPLIER)           GENZYME CORPORATION (GENZYME)

By:                                         By:
    -----------------------------------         ------------------------------
Name:                                       Mark Bamforth       Date
      ---------------------------------

Title:                                      Title: SVP, Corporate Operations
       --------------------------------

[**] = 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-
<Page>

                                  ATTACHMENT A

                       GENZYME AUTHORIZED BUYING ENTITIES

<Table>
<S>                        <C>                        <C>                        <C>
GENZYME                    Genzyme                    Genzyme                    Genzyme
CORPORATION *              Corporation                Corporation                Corporation
(Headquarters)             31 New York                51 New York                76 New York
500 Kendall Street         Avenue                     Avenue                     Avenue
Cambridge, MA              Framingham, MA             Framingham, MA             Framingham, MA
02142                      01701-9322                 01701-9322                 01701-9322
Telephone: 617-            Telephone: 508-            Telephone: 508-            Telephone: 508-
252-7500                   424-4300                   424-4300                   424-4300
Fax: 617-252-7600          Fax: 508-872-4091          Fax: 508-872-4091          Fax: 508-424-4066

Genzyme                    Genzyme                    Genzyme                    Genzyme
Corporation                Corporation                Corporation                Corporation
80 New York                11 Pleasant Street         One Mountain Road          45 New York
Avenue                     Connector                  Framingham, MA             Avenue
Framingham, MA             PO Box 9322                01701-9322                 Framingham, MA
01701-9322                 Framingham, MA             Telephone: 508-            01701-9322
Telephone: 508-            01701-9322                 872-8400                   Telephone: 508-
424-4300                   Telephone: 508-            Fax: 508-872-9080          424-4300
Fax: 508-424-4066          872-8400                                              Fax: 508-872-4091
                           Fax: 508-872-9080

Genzyme                    Genzyme                    Genzyme                    Genzyme
Corporation                Corporation                Corporation                Corporation
74 New York                78 New York                15 Pleasant Street         5 Mountain Road
Avenue                     Avenue                     Connector                  Framingham, MA
Framingham, MA             Framingham, MA             PO Box 9322                01701-9322
01701-9322                 01701-9322                 Framingham, MA             Telephone: 508-
Telephone: 508-            Telephone: 508-            01701-9322                 872-8400
424-4300                   424-4300                   Telephone: 508-            Fax: 508-872-9080
Fax: 508-424-4066          Fax: 508-872-4091          872-8400
                                                      Fax: 508-872-9080

GENZYME                    Genzyme
CORPORATION                Corporation
(Diagnostics               (Diagnostics
Business Unit              Business Unit
Headquarters)              Location)
One Kendall Square         6659 Top Gun
Cambridge, MA              San Diego, CA
02139                      92121
Telephone: 617-            Telephone:  858-
252-7500                   452-3198
Fax: 617-252-7600          Fax: 858-452-3258
</Table>

<Page>

<Table>
<S>                        <C>                        <C>                        <C>
GENZYME                    GENZYME
CORPORATION                PHARMACEUTICALS
(Pharmaceuticals           Sygena Facility
Business Unit              Eichenweg 1
Headquarters)              CH 4410 Liestal
500 Kendall Street         SWITZERLAND
Cambridge, MA              Telephone: 011-41-
02142                      061-906-5959
Telephone: 617-            Fax: 011-41-061-
252-7500                   906-5958
Fax: 617-252-7600

GENZYME                    Genzyme                    Genzyme
CORPORATION                Corporation                Corporation
(Biosurgery Division       (Biosurgery Division       (Biosurgery Division
Headquarters)              Location)                  Location)
500 Kendall Street         64 Sidney Street           65 Railroad Avenue
Cambridge, MA              Cambridge, MA              Ridgefield, NJ
02142                      02139                      07657
Telephone: 617-            Telephone: 617-
252-7500                   494-8484
Fax: 617-252-7600          Fax: 617-494-6561

GENZYME                    Genzyme                    Genzyme                    Genzyme
CORPORATION                Corporation                Corporation                Corporation
(Genetics Business         (Genetics Business         (Genetics Business         (Genetics Business
Unit Headquarters)         Unit Location)             Unit Location)             Unit Location)
Metro West Place           2000 Vivigen Way           One Corporate              6991 E. Camelback
15 Pleasant Street         Santa Fe, NM               Drive                      Road
Connector                  87505                      Yonkers, NY                Suite B295
PO Box 9322                Telephone: 505-            10701-6807                 Scottsdale, AZ
Framingham, MA             438-1111                   Telephone: 914-            85251
01701-9322                 Fax: 505.A38-1120          969-3399                   Telephone: 602-
Telephone: 508-                                       Fax: 914-969-2019          675-0250
872-8400                                                                         Fax: 602-675-0210
Fax: 508-872-5663

Genzyme                    Genzyme                    Genzyme
Corporation                Corporation                Corporation
(Genetics Business         (Genetics Business         (Genetics-
Unit Location)             Unit Location)             Pasadena)
10421 University           1054 Town &                11 West Del Mar
Center Drive #100          Country Road               Pasadena, CA
Tampa, FL 33612-           Orange, CA 92868           91105
6422                       Telephone: 714-            Telephone: 800-
Telephone: 813-            245-9259                   255-1616
979-9442                   Fax: 714-245-9259
Fax: 813-972-4632
</Table>

<Page>

<Table>
<S>                        <C>                        <C>                        <C>
Genzyme Genetics           Genzyme Genetics           Genzyme Genetics           Genzyme Genetics
I m path                   Impath                     Impath                     Impath
521 West 5ih St.           Receiving Location         Receiving Location         Receiving Location
New York NY 10019          5340 Alia Rd.              5300 McConnell             625 West 55th St.
                           Los Angeles CA             Ave.                       5th Floor
                           90066                      Los Angeles, CA            New York, NY
                                                      90066                      10019

Genzyme Genetics           Genzyme Genetics
I m path                   I m path
Receiving Location         Receiving Location
518 West 58th St.          810 East Hammond
5th Floor                  In.
New York, NY               Phoenix, AZ 85034
10019

GENZYME DRUG               GENZYME
DISCOVERY AND              GLYCOBIOLOGY
DEVELOPMENT                RESEARCH INSTITUTE
153 Second Avenue          800 Research
Waltham, MA                Parkway, Suite 200
01254                      Oklahoma City, OK
Telephone: 781-            73104
290-5890                   Telephone: 405-
Fax: 781-290-5890          271-8144
                           Fax: 405-271-1030

GBL WEST MAILING           GENZYME LTD                GENZYME                    GENZYME FLANDERS
50 Gibson Drive            37 Hollands Road           WATERFORD                  NV
Kings Hill, West           Haverhill                  IDA Business Park          Cipalstraat 8
Mailing                    Suffolk CB9 8PU            Kilmeadan Road             B-2440 Geel
Kent ME194AF               UNITED KINGDOM             Waterford                  BELGIUM
UNITED KINGDOM             Telephone: 011-44-         IRELAND                    Telephone: 011-32-
Telephone: 011-44-         1440-703-522               Telephone: 011-            1456-4911
1732-22-0022               Fax: 011-44-1440-          353-51-594-100             Fax: 011-32-1456-
Fax: 011-44-1732-          707-783                    Fax: 011-353-51-           4916
22-0024                                               594-105

GENZYME (FORMERLY          GENZYME (FORMERLY
SANGSTAT)                  SANGSTAT)
58,Avenue                  1541, Avenue
Debourg                    Marcel Merieux
B.P. 7055                  69280 Marcy
F-69348 Lyon               L'Etoile
Cedex 07                   FRANCE
FRANCE                     Telephone: +33 (0)4
Telephone: +33 (0)4        37 22 58 1 0
37 28 16 88                Fax +33 (0)4 37 22
Fax: +33 (0)4 37 28        5898
1695
</Table>

<Page>

                                  ATTACHMENT B1

                          CUSTOM MANUFACTURED PRODUCTS

                            ATTACHED TO THE 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.

<Page>

                                  ATTACHMENT B2

                               BIOSURGERY PRODUCTS

                            ATTACHED TO THE 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.

<Page>

                                  ATTACHMENT B3

                                RESEARCH PRODUCTS

                            ATTACHED TO THE 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.

<Page>

                                  ATTACHMENT D

                     LIST OF ACCOUNT MANAGERS FOR INVITROGEN

<Table>
<S>                                          <C>                                        <C>
UNITED STATES                                BELGIUM

Invitrogen Corporation 1600                  Pieters, Stefan                            Telephone vert commandes:
Faraday Avenue                               Sr Account Manager                         0800 23 20 79
PO Box 6482                                  Hoogwegel71 B-8470                         Fax vert commandes:
Carlsbad, California 92008                   Gistel Gistel, Belgium                     0800 13 58 13
Phone: (760) 603-7200 FAX:                   +32 59 27 39 76                            Order Enquiries:
(760) 602-6500                                                                          Email: serviceclients@invitroqen.com

Rich Allred                                  Gielen, Kurt                               Euro Tech-LinesM - 0800 91 83 92
(800) 955-6288 x61423                        Technical Sales Representative Graaf       Email: eurotech@invitroqen.com
                                             de Theuxlaan 25 Heusden-Zolder
Andrews, Rick                                Belgium 3550                               General Web Enquiries:
BioProduction Specialist                     +3247531 0397                              Email: eurowebinfo@invitroqen.com
972-396-5396
                                                                                        GERMANY
                                             .V. Invitrogen SA
Customer Service Darlene                     Hundelgemsesteenweg 284 9820               Miebach, Anton
Adams                                        Merelbeke                                  Senior Account Manager Westfeldgasse 19
716) 774-6642                                Phone: 09 272 5599                         Koeln 0-5 1143
Grand Island, New York                       FAX: 09 272 5598                           Germany
                                             Email: euroinfo@)invitroqen.com            +49 2203 982245

U.S. Electronic (Web) Orders Hours of        FREE PHONE ORDERS:                         Invitrogen GmbH
operation: 8:00 AM - 8:00 PM EST             0800 14894                                 Technologiepark Karlsruhe Emmy-
Phone: (800) 955- 6288, Option 3,            ORDERING ENQUIRIES:                        Noether Strasse 10
x46029                                       Email: ordersbel@invitroqen.com            76131 Karlsruhe
FAX: (800) 331-2286                                                                     Email: euroinfo@invitrogen.com
Email: catalog@invitrogen.com                Technical Information:
                                             Euro Tech-LinesM - 0800 16369 Email:       Gebi.ihrenfreie Bestellungen:
U.S. Supply Center Orders Hours of           eurotech@)invitroqen.com                   Tel: 0800 083 09 02
operation: 8:00 AM - 8:00 PM EST             General Web Enquiries:                     Fax: 0800 083 34 35
Phone: (800) 955-6288, Option 3, x45430      Email: eurowebinfo@invitroqen.co ill       Order Enquiries:
FAX: (800) 331-2286                                                                     Email: orders germanv@invitrogen.co ill
Email: suppycenters@invitrogen.
com                                                                                     Technical Enquiries:
                                                                                        Euro Tech-LinesM - 0800 181 54 50
U.S. Custom Primer Orders Hours of           CANADA                                     Email: eurotech@invitrogen.com
operation: 8:00 AM - 8:00 PM EST
Phone: (800) 955-6288, Option 3,             Invitrogen Canada Inc. 2270                General Web Enquiries:
x46636                                       Industrial St Burlington, Ontario          Email: eurowebinfo@invitrogen.com
FAX: (800) 331-2286                          L7P 1A1
Email: primers@invitrogen.com                Phone: 1-800-263-6236 FAX:                 UNITED KINGDOM
                                             1-00-387-1007
                                                                                        Invitrogen Ltd
                                                                                        3 Fountain Drive
                                                                                        Inchinnan Business Park Paisley
                                                                                        UK
                                                                                        PA4 9RF
                                                                                        Phone: 0141 8146100
                                                                                        FAX: 0141 814 6260
                                                                                        Email: euroinfo@invitrogen.com
</Table>

<Page>

<Table>
<S>                                          <C>                                        <C>
U.S. TECHNICAL SERVICES                      FRANCE
Hours of operation: 9:00 AM - 8:00           Invitrogen SARL                            Free Phone Orders:
PM EST                                       BP 96                                      0800 269 210
FAO/ASK US                                   95613 Cergy Pontoise Cedex                 Free Fax Orders:
Phone: (800) 955-6288                        Phone: 01 34 32 31 00
FAX: (800) 352-1468                          FAX: 01 30 37 50 07
Email: tech service@invitrogen.com           Email: euroinfo@invitrogen.com
</Table>

<Page>

                                  ATTACHMENT E

                        GENZYME ACCOUNTS PAYABLE CONTACTS

US Invoices. Unless otherwise specified, all US invoices (with the exception of
EDI invoices as referenced below) shall be sent by mail to the following
address:

GENZYME Corporation
P.O. Box 9322
Framingham, MA 01701-9322 USA

International Invoices. Unless otherwise specified, all non-US (International)
Invoices shall be sent to applicable GENZYME locations at the appropriate
address specified in Attachment A.

<Page>

                                  ATTACHMENT F

             SUPPLEMENTAL PRODUCT AMENDMENT FOR BIOSURGERY PRODUCTS

Pursuant to Section 8.2 of that certain PURCHASE AND SUPPLY AGREEMENT entered
into by and between Genzyme Corporation ("GENZYME") and Invitrogen Corporation
("Invitrogen") dated December -' 2003.

SUPPLIER agrees to manufacture for the Biosurgery Division of GENZYME the
following Biosurgery product (referred to herein as the "Biosurgery Product," ,
subject to the warranties and limitations set forth herein. The Biosurgery
Product formulation and packaging components are attached.

SUPPLIER will manufacture the Biosurgery Product in accordance with
specifications attached here (the "Specifications"). SUPPLIER's warranty's for
the Biosurgery Products are as set forth in the Purchase and Supply Agreement. A
copy of the Certificate of Analysis that defines the Specifications is attached.

In witness whereof each of the parties has caused its authorized representative
to execute this Supplemental Product Amendment on the date specified below.


Invitrogen Corporation                                Genzyme Corporation

Name:                                   Name:
     --------------------------------        -----------------------------------

Signature:                              Signature:
          ---------------------------             -----------------------------

Title:                                  Title:
      -------------------------------         ---------------------------------

Date:                                   Date:
     --------------------------------        ----------------------------------

<Page>

                                  ATTACHMENT G

                                GENZYME MATERIALS

                          AND MATERIALS SPECIFICATIONS

                            ATTACHED TO THE 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.

<Page>

                                  ATTACHMENT J

            SUPPLEMENTAL PRODUCT AMENDMENTS ATTACHED TO THE 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.

<Page>

                                  ATTACHMENT L

    CERTIFICATION OF SUITABILITY OF MONOGRAPHS OF THE EUROPEAN PHARMACOPOEIA

                            ATTACHED TO THE 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.

<Page>

                                                               COUNCIL OF EUROPE
                                                        EUROPEAN DIRECTORATE FOR
                                                        THE QUALITY OF MEDICINES

                                      CERTIFICATION OF SUITABILITY OF MONOGRAPHS
                                                   OF THE EUROPEAN PHARMACOPOEIA

                    CERTIFICATION NO. RO-CEP 2000-171-REV. 03

Name of the substance:
DONOR BOVINE SERUM
(New Zealand Origin)

Name of Holder:
INVITROGEN CORPORATION
3175 Staley Road
USA - 14072 Grand Island, New York

Sites of production:
Main Site:
INVITROGEN NEW ZEALAND LIMITED
18-24 Botha Road
NZ-Penrose, Auckland

Backup or overflow sites:
INVITROGEN CORPORATION               INVITROGEN LIMITED
3175 Staley Road                     3 Fountain Drive, Inchinnan Business Park
USA - 14072 Grand Island, New York   GB - Paisley PA4 9RF Scotland

              THIS CERTIFICATE SUPERSEDES THE PREVIOUS CERTIFICATE
                             R0-CEP 2000-171-REV 02

After examination of the information provided on the origin of raw material(s)
and type of tissue(s) used an d on the manufacturing process for this substance
on the sites of production mentioned above, NZ - Penrose, Auckland, USA - 14072
Grand Island, New York and GB-Paisley PA4 9RF Scotland, we certify that the
substance DONOR BOVINE SERUM meets the criteria described in the monograph
Products with risk of transmitting agents of animal spongiform encephalopathies
(no. 1483, Ph. Eur. 4th Ed. And any subsequently revised version).

- country of origin of source materials:                New Zealand
- nature of animal tissues used in manufacture:         Bovine blood

The submitted dossier must be updated every five years or after any significant
modification of the manufacturing method, the country(ies) or origin or the
nature of the tissues used that may alter the risk of transmitting animal
spongiform encephalopathy agents or require changing the specifications of the
monograph.

Manufacture of the substance shall take place in accordance with a suitable
quality assurance system such as GMP and ISO 9001, and in accordance with the
dossier submitted.

Failure to comply with these provisions will render this certificate void.

The certificate is valid provided that there has been no deterioration in the
TSE status of the country(ies) of origin of the source material.

<Page>

This certificate is granted within the framework of the procedure established by
the European Pharmacopoeia Commission [Resolution AP-CSP (93) 5 as amended] for
a period of five years starting from 15 December 2000. Moreover, it is granted
according to the provisions of Directive 2001/83/EC and Directive 2001/82/EC and
any subsequent amendment, and the related guidelines.

THIS CERTIFICATE HAS 41 LINES ONLY.


                                             /s/ Dr. A. Artiges
                                      -----------------------------------
                                      Dr. A. Artiges
                                      Director of Quality of Medicines

Strasbourg, 26 February 2003

Declaration of access (TO BE FILLED IN MY THE CERTIFICATE HOLDER UNDER THEIR OWN
RESPONSIBILITY)


       INVITROGEN CORPORATION, as holder of the certificate of suitability
                  RO-CEP 2000-171-Rev 03 for DONOR BOVINE SERUM

Hereby authorizes
                  --------------------------------------------------------------
                            (name of the pharmaceutical company)

to use the above-mentioned certificate of suitability in support of their
application(s) for the following Marketing Authorisation(s): (name of product(s)
and marketing number(s), if known)


Date and signature (of the CEP holder):