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Exhibit 10.3  


 
  NEGATIVE PLEDGE AGREEMENT    
  



        This Negative Pledge Agreement is made as of March 27, 2002, by and between GENZYME TRANSGENICS CORPORATION
("Borrower") and SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California
95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462, doing business under the name "Silicon Valley East"
("Bank"). 


        In
connection with, among other documents, the Loan and Security Agreement (the "Loan Documents") being concurrently executed herewith between Borrower and Bank, Borrower agrees as
follows: 



	1.
	Except
for the granting of licenses of the Borrower's Intellectual Property in the ordinary course of Borrower's business, and other licensing, partnership or joint ventures entered
into in the ordinary course of Borrower's business, Borrower has not, and shall not, sell, transfer, assign, mortgage, pledge, lease, grant a security interest in, or encumber any of Borrower's
Intellectual Property (as defined below)



	2.
	Borrower
has not, and shall not, enter into a negative pledge agreement, or similar agreement, affecting the rights of the Intellectual Property with any other party.



	3.
	It
shall be an event of default under the Loan Documents between Borrower and Bank if there is a breach of any term of this Negative Pledge Agreement.



	4.
	As
used herein,



	a.
	"Intellectual
Property" means:



	(i)
	Any
and all Copyrights;



	(ii)
	Any
and all trade secrets, and any and all intellectual property rights in computer software and computer software products now or hereafter existing,
created, acquired or held;



	(iii)
	Any
and all design rights which may be available to Borrower now or hereafter existing, created, acquired or held;



	(iv)
	All
Mask Works or similar rights available for the protection of semiconductor chips;



	(v)
	All
Patents;



	(vi)
	Any
Trademarks;



	(vii)
	Any
and all claims for damages by way of past, present and future infringements of any of the rights included above, with the right, but not the
obligation, to sue for and collect such damages for said use or infringement of the intellectual property rights identified above;



	(viii)
	All
licenses or other rights to use any of the Copyrights, Patents, Trademarks, or Mask Works and all license fees and royalties arising from such
use to the extent permitted by such license or rights; and



	(ix)
	All
amendments, extensions, renewals and extensions of any of the Copyrights, Trademarks, Patents, or Mask Works; and



	(x)
	All
proceeds and products of the foregoing, including without limitation all payments under insurance or any indemnity or warranty payable in respect of
any of the foregoing. 









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	b.
	"Copyrights"
means any and all copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work thereof, whether
published or unpublished and whether or not the same also constitutes a trade secret, now or hereafter existing, created, acquired or held.



	c.
	"Mask
Works" means all mask work or similar rights available for the protection of semiconductor chips, now owned or hereafter acquired;



	d.
	"Patents"
means all patents, patent applications and like protections including without limitation improvements, divisions, continuations, renewals, reissues, extensions and
continuations-in-part of the same.



	e.
	"Trademarks"
means any trademark and servicemark rights, whether registered or not, applications to register and registrations of the same and like protections, and the entire goodwill
of the business of Borrower connected with and symbolized by such trademarks. 





	5.
	Capitalized
terms used but not otherwise defined herein shall have the same meaning as in the Loan Documents.



	6.
	The
laws of the Commonwealth of Massachusetts shall apply to this Agreement. BORROWER ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, UNCONDITIONALLY, THE
NON-EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE COMMONWEALTH OF MASSACHUSETTS IN ANY ACTION, SUIT, OR PROCEEDING OF ANY KIND, AGAINST IT WHICH
ARISES OUT OF OR BY REASON OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT IF FOR ANY REASON BANK CANNOT AVAIL ITSELF OF THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS, BORROWER ACCEPTS JURISDICTION OF
THE COURTS AND VENUE IN SANTA CLARA COUNTY, CALIFORNIA. NOTWITHSTANDING THE FOREGOING, THE BANK SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST THE BORROWER OR ITS PROPERTY IN THE
COURTS OF ANY OTHER JURISDICTION WHICH THE BANK DEEMS NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL OR TO OTHERWISE ENFORCE THE BANK'S RIGHTS AGAINST THE BORROWER OR ITS PROPERTY.



	7.
	This
Agreement shall become effective only when it shall have been executed by Borrower and Bank (provided, however, in no event shall this Agreement become effective until signed by
an officer of Bank in California). 



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        EXECUTED as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. 



	 	 	BORROWER:
	

 	
 	

GENZYME TRANSGENICS CORPORATION
	

 	
 	

By:	
 	

/s/  JOHN B. GREEN      
 Name: John B. Green

Title: Senior Vice President
	

 	
 	
BANK:
	

 	
 	

SILICON VALLEY BANK

d/b/a SILICON VALLEY EAST
	

 	
 	

By:	
 	

/s/  MICHAEL J. HAREWICK      
 Name: Michael J. Harewick

Title: Senior Vice President
	

 	
 	
SILICON VALLEY BANK
	

 	
 	

By:	
 	

/s/  MAGGIE GARCIA      
 Name: Maggie Garcia

Title: Assistant Vice President

(Signed in Santa Clara, California)




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NEGATIVE PLEDGE AGREEMENT