exv10w11









    Exhibit 10.11



 




    IN THE
    YEAR TWO THOUSAND TWO



 




    On the
    fourth of November



 




    APPEARED



 



    Before us, TOM VERBIST, Esq., Notary Public based in Geel:



 



    1. The PROVINCE OF ANTWERP, with offices at
    2018 Antwerp, Koningin Elisabethlei 22, represented herein by:
    Mr. Walter Alfons QUADENS, director at the Antwerp
    Provincial Executive, residing at 3120 Tremelo, Meiboomlaan 25
    (ID card number
    149-0024555-86,
    national ID number 38.07.21.193-24), acting pursuant to the
    power of attorney granted by the Provincial Executive in its
    meeting of September 5, 2002 and acting in fulfillment of a
    resolution made by the Provincial Council of October 1,
    2002. A certified true copy of both the Provincial
    Executive’s power of attorney and of the resolution made by
    the Provincial Council will remain attached to the current deed
    (Annexes 1 and 2).



 



    Hereinafter referred to as “the Lessor”,



 



    2. The corporation GENZYME FLANDERS, having
    its registered office at 2440 Geel, Cipalstraat 8, registered in
    the Turnhout trade register under number 92.191 and for Value
    Added Tax purposes under number 475.955.046, established
    pursuant to the deed executed before Notary Public Luc Talloen
    in Louvain on October 30, 2001, published by extract in the
    appendix to the Belgian Bulletin of Acts, Orders and Decrees
    dated November 17, 2001, with number
    20011117-029,
    whose articles of incorporation were amended recently pursuant
    to the extraordinary general meeting for which the minutes were
    drawn up by Notary Public Luc Talloen in Louvain on
    March 29, 2002, published by extract in the appendix to the
    Belgian Bulletin of Acts, Orders and Decrees dated May 1,
    2002, under number
    20020501-313:



 



    Represented herein by: Mrs. Lutgarde SULS, financial
    controller (ID card number
    002-0621711-93,
    national ID number 571004), residing at 2100 Antwerp-Deurne,
    Bisschoppenhoflaan 173, pursuant to the authentic power of
    attorney executed before the undersigned notary public on
    October 18, 2002, of which a copy will be submitted for
    entry purposes.



 



    Hereinafter referred to as “the Lessee”.



 



    The aforementioned parties requested the executing notary to
    draw up the deed pertaining to the lease agreement they
    concluded as follows:



 




    PRELIMINARY
    EXPLANATION



 



    Pursuant to the deed executed before the undersigned notary
    public with intervention of Notary Public Luc Talloen in Louvain
    on November 15, 2001, the corporation PHARMING, having its
    registered offices at 2440 Geel, Cipalstraat 8, registered in
    the Turnhout trade register under number 80.379 and for Value
    Added Tax purposes under number 458.398.640, transferred all of
    its rights and obligations resulting from the deed executed
    before Notary Public Luc Moortgat in Geel on June 25, 1998
    pertaining to the lease establishment in its favor by the
    Province of Antwerp on the real property described below, to the
    corporation GENZYME FLANDERS NV/SA, lessee for the purposes of
    this document.



 




    Description
    of real property



 




    City of
    GEEL



 



    A parcel of land located at Eyckevelden and Cipalstraat,
    registered according to title at the land registry as District
    K, number 46, 44/A, 44/B, 45/A, 47/B, 48/G/portion, 48/H/portion
    and according the most recent land registry certificate as
    District K, number 46, 44/B, 45/A, 47/B, 48/M, 48/P, and 44/E,
    with a total area according to title and land register of 2
    hectares, sixty-seven ares, ninety-four centiares (2 ha 67 a 94
    ca).





    

    1








 







    In addition, under the same deed, the aforementioned corporation
    PHARMING transferred all of its constructions erected under the
    lease it was granted to the corporation GENZYME FLANDERS NV/SA,
    in this document referred to as the Lessee.



 



    Pursuant to correspondence dated October 17 and
    November 14, 2001 from the Province of Antwerp in its
    capacity of Lessor, the latter communicated its agreement with
    this transfer of the lease and the constructions erected.



 




    LEASE
    AMENDMENTS AND LEASE ESTABLISHMENT



 




    Article 1:
    Lease Amendment — Lease Establishment.



 



    With this document the Lessor and the Lessee agree to extend the
    lease agreement between them pertaining to the above mentioned
    property, also including the property described
    below under #2., established pursuant to the
    aforementioned authentic deed executed before Notary Public Luc
    Moortgat in Geel on June 25, 1998 and transferred to the
    Lessee pursuant to a deed executed before the undersigned notary
    public with the intervention of Notary Public Luc Talloen in
    Louvain on November 15, 2001, as explained below. The terms
    and conditions thereof will be amended in accordance with the
    provisions of this deed.



 



    Subsequently, the Lessor grants to the Lessee a lease, accepted
    by the latter, in accordance with the provisions of the Law of
    January 10, 1824, subject to the amendments resulting from
    the current deed, to the real property described below
    under #1. and #3.



 




    CITY OF
    GEEL, third district



 



    1. Parcels of land, registered at the land registry
    according to a recent land registry extract as District K,
    numbers 44/D and 69/C/portion, with a measured area of
    fifty-nine ares, fourteen centiares (59 a 14 ca).



 



    2. Parcels of land, registered at the land registry
    according to a recent land registry extract as District K,
    numbers 44/B, 44/E, 45/A, 46, 47/B, 48/M, and 48/P, with a
    measured area of two hectares, sixty-seven ares, ninety-four
    centiares (2 ha 67 a 94 ca).



 



    3. Parcels of land, registered at the land registry
    according to a recent land registry extract as District K,
    numbers 52/D and 52/F, with a measured area of forty-eight ares,
    ninety-three centiares (48 a 93 ca).



 



    As these properties are shown respectively under “Lot
    1”, “Lot 2” and “Lot 3” on a survey
    plan dated January 31, 2002, drafted by Mr. Van Roy,
    provincial surveyor, which plan remained attached to a deed of
    power of attorney executed before the undersigned Notary Public
    on October 18, 2002, referred to above, and as these
    properties mentioned below have already been referred to as
    “the Property”.



 



    We repeat once again, as necessary, that the constructions on
    the property described above under #2. already belong to
    the Lessee pursuant to the above mentioned authentic deed
    executed before the undersigned notary public with the
    intervention of Notary Public Luc Talloen in Louvain, on
    November 15, 2001.



 




    Property
    origin.



 



    The Lessor confirms to be the owner of the previously described
    real property as follows:



 


			
	 	    • 
	
    partially (at the time the lots in Section K, numbers 47,
    48A, 67, 51, 52A/ex, 53A/ex, and 54C/ex) pursuant to a purchase
    instrument executed before the governor of the Province of
    Antwerp, Mr. Richard Declerck, on March 19, 1957, at
    the time acquired from the Commissie van Openbare Onderstand
    (Welfare Commission) in Geel, transferred at the only mortgage
    office operating at that time in Turnhout on March 20 and
    recorded in Book 4301, number 50;

	 
	 	    • 
	
    partially (at the time the lot in Section K, number
    69) pursuant to a public auction before notaries public
    Jean Verbist in Geel and Modest Moortgat in Geel on
    August 28, 1963, transferred at the only mortgage office
    operating at that time in Turnhout on October 25, and
    recorded in Book 5129, number 28, acquired from Mr. CLAES
    Jean-François;






    

    2








 






 


			
	 	    • 
	
    partially (at the time the lots in Section K, numbers 52B,
    53B and 54E) pursuant to a purchase instrument executed before
    the governor of the Province of Antwerp, on December 20,
    1963, acquired from the Commissie van Openbare Onderstand
    (Welfare Commission) in Geel;

	 
	 	    • 
	
    partially (old local road, without land registry number)
    pursuant to a purchase instrument executed before the governor
    of the Province of Antwerp, on May 20, 1966, acquired from
    the municipality of Geel;

	 
	 	    • 
	
    partially (at the time the lot in Section K, number 55B)
    pursuant to a purchase instrument executed before the governor
    of the Province of Antwerp, on June 28, 1966, acquired from
    Mr. SPRENGERS Robert;

	 
	 	    • 
	
    partially (at the time the lot in Section K, number 48C/ex)
    pursuant to an exchange instrument executed before the governor
    of the Province of Antwerp, on November 30, 1966, acquired
    from Mr. LORNOY Gregorius;

	 
	 	    • 
	
    partially (at the time the lots in Section K, numbers 44
    and 45, 68 and 46) pursuant to expropriation judgments
    pronounced by the Justice of the Peace in Mol on May 11,
    1967 against Mr. DE PEUTER José, Mr. VAN
    ROOSBROECK Joseph and Mr. VAN SANT Alphonsus, granted at
    the competent registration office on May 12, 1967, with the
    mention not to register, however included under
    177-1/15-1967.




 




    Article 2:
    Condition of a property — Easements.



 



    The property is made available to the Lessee on an “as
    is” basis, with all its visible and invisible defects, with
    all joint properties and easements, which could be related to
    the property. The Lessor confirms he knows the property and does
    not require any additional description.



 



    The Lessor, represented as referred to above, declares he is not
    aware of any easements, with the exception of the easement
    included in the aforementioned lease establishment deed dated
    June 25, 1998, and reproduced verbatim hereinafter
    (translation from Dutch):



 



    “In this regard, the Lessor states that a purchase
    instrument executed before the governor of the Province of
    Antwerp, Mr. Richard Declerck, on March 19, 1957, at
    the time acquired from the Commissie van Openbare Onderstand
    (Welfare Commission) in Geel, transferred at the only mortgage
    office operating at that time in Turnhout on March 20 and
    recorded in Book 4301, number 50, includes the following
    conditions, literally reproduced hereafter insofar as they are
    still in effect:



 



    In this respect it is explicitly stipulated that the lots
    sold have Right of Road System along the existing
    easement road referred to in yellow on the aforementioned
    plan”.



 



    The Lessee is subrogated to the rights and obligations referred
    to in the above mentioned provisions, as far as applicable and
    related to the property, and the current clause cannot grant any
    rights to third parties in addition to the rights resulting from
    regular and expired titles or from the law.



 




    Article 3:
    Destination of the Property.



 



    The Lessor makes available the land to be used for the
    establishment of a company specialized in technology or a
    company providing support or services to said firm.



 



    The Lessee is not allowed to modify this destination without
    prior, explicit, written authorization from the Lessor, under
    penalty of termination by operation of law of this lease
    agreement and the transfer by operation of law to the Lessor of
    the title to the buildings erected.



 




    Article 4:
    Duration of the Lease.



 



    With respect to the property described above
    under #2. the Lessor and the Lessee agree to extend
    the existing lease (established pursuant to the above mentioned
    deed on June 25, 1998 for fifty consecutive years) to
    ninety-nine (99) consecutive years, ending on June 24,
    2097.





    

    3








 







    Regarding the properties described above
    under #1. and #3. the lease is granted for an
    indivisible period starting today and ending on June 24,
    2097.



 




    Article 5:
    Lease Compensation.



 


		
	
    1)  
	
    For
    the real property under #1. and #3.




 



    The lease related to the real properties mentioned
    under #1. and #3. is granted and accepted subject to
    an annual rent of fifty Belgian Francs (BEF 50) (EUR 1.24) per
    square meter, i.e. in total thirteen thousand three hundred
    ninety-four Euros and ninety-three cents (EUR 13,394.93) (base
    rent).



 



    The total amount is calculated using the area as indicated on
    the plan referred to in Art. 1, and the rates, established by
    the Antwerp Provincial Executive during its meeting of
    December 12, 1996.



 



    Said rent is adjusted annually on the expiry date based on the
    consumer price index, where the new rent is obtained by
    multiplying the base rent with a fraction where the denominator
    is made up of the index of the month prior to the coming into
    effect of this contract (i.e. the month of October 2002), and
    the numerator is made up of the index of the month prior to the
    adjustment.



 



    The rent is due within two months after the annual expiry date.
    In the absence of payment within the period established, arrears
    of interest based on the annual legal interest rate will be
    payable by operation of law and without prior notice of default,
    calculated per month of delay and where each month started is
    counted as a complete month.



 


		
	
    2)  
	
    For
    the real property under #2.




 



    The lease related to the real property mentioned under #2.
    is granted and accepted subject to an annual rent as agreed upon
    in Article 4 of the above mentioned lease establishment
    deed with respect to this property, executed before Notary
    Public Luc Moortgat in Geel on June 25, 1998.



 



    For taxation purposes, the annual rent is established at
    thirty-two francs per square meters (base canon indexed to date).



 




    Article 6:
    Transfer of the Lease.



 



    Without prior, written authorization from the Lessor, the Lessee
    is not allowed to transfer his lease in whole or in part, for
    value or for no consideration. He is also not permitted to lease
    out the real property acquired on a lease or to encumber said
    property with an easement or any other right in favor of a third
    party without obtaining the aforementioned authorization,
    subject to the provisions in Article 7 and 8 of this
    agreement.



 




    Article 7:
    Building rights.



 



    The Lessor hereby grants to the Lessee the right to grant
    building rights regarding the leased grounds, however only
    subject to including the following conditions in the building
    rights establishment deed:



 


			
	 	    • 
	
    the superficiary is not allowed to mortgage either the building
    rights, or the constructions erected based on this right;

	 
	 	    • 
	
    the superficiary undertakes to respect the destination, referred
    to in Article 3 of this lease agreement;

	 
	 	    • 
	
    the term for which the building rights are granted must not
    exceed the end date of this lease agreement; in any event, the
    building rights end by operation of law when this lease
    agreement ends by the lapse of the term, except when a new lease
    agreement is concluded at that time with the Province;

	 
	 	    • 
	
    the title to the constructions erected pursuant to the building
    rights is vested in the superficiary, in this case the Lessee,
    at the expiry of the building rights;

	 
	 	    • 
	
    while the building rights are in effect, the superficiary is not
    allowed to sell the constructions erected pursuant to these
    building rights without prior written authorization by the
    Lessor under this document.






    

    4








 






 




    Article 8:
    Mortgage.



 



    The Lessor is only allowed to mortgage his lease provided that:



 



    1. the mortgage serves as a security for an investment
    credit, that the credit does not exceed eighty percent (80%) of
    the amount of the initial investment value and the term of said
    credit never exceeds the term of said lease agreement;



 



    2. In the mortgage establishment instrument, a clause is
    included where the mortgagee commits towards the Lessor:



 



    a. to impose on the buyer the obligations agreed upon in
    this lease agreement when realizing a mortgage;



 



    b. to first ask the Lessor whether he agrees with the
    buyer’s identity and activity, on the understanding that he
    can only refuse for a valid reason. The parties agree that
    non-conformity of the planned activity of the new Lessee with
    the urban development prescriptions for the area in question,
    will be a valid reason for a refusal by the Lessor;



 



    c. to find an acquiring party of the lease within two years
    after the realization of the mortgage, in the absence whereof
    the lease is terminated by operation of law.



 




    Article 9:
    Constructions to be erected.



 



    The Lessee has the right to erect buildings and to plant on the
    grounds, on their own initiative and conserving the exclusive
    title to the buildings until the end of the lease contract.



 



    If at the end of the contract the Lessee did not find an
    acquiring party for the buildings erected by or transferred to
    him or if the existing lease is not extended, the Lessor may
    choose to either take over the buildings without any obligation
    to pay compensation to the Lessee for their value or to request
    that the buildings be demolished at the expense and for the
    account of the Lessee.



 




    Article 10.
    Maintenance and repairs.



 



    The Lessee must maintain the real property described in
    Article 1 and perform all repairs required, if necessary.
    The Lessor is not held to any repairs.



 




    Article 11.
    Termination by operation of law.



 



    In the event of the Lessee’s dissolution, bankruptcy or
    liquidation, the lease established by means of the current
    contract terminates by operation of law. However, the lease
    remains in effect in favor of the mortgagee and the superficiary
    if the lease is subject to a mortgage or if building rights were
    established to the property subject to a lease.



 




    Article 12.
    Costs.



 



    All costs, charges and fees pertaining to this agreement are
    borne by the Lessee.



 



    All taxes of any kind levied or to be levied on the leased
    property and the buildings to be erected are to be borne
    entirely by the Lessee.



 




    Article 13:
    Urban Development Regulations.



 



    The Lessor declares that for the property, referred to in the
    current agreement, no building permit has been issued to him.
    Regarding the possibility to build on the leased lot or to erect
    on the lot any fixed or movable structure, the Lessor
    communicated that by letter dated September 9, 1989, the
    Urban Development Office (Bestuur van Stedenbouw) reported that
    the Technologiezone lots in principle can be divided into lots
    for Small and Medium-Size Enterprises, only intended for
    computer science and complementary activities.



 



    The Lessee’s attention is drawn to the fact that no
    construction or any fixed or movable structure may be erected on
    the property as long as no building permit is obtained.





    

    5








 







    In a letter dated June 21, 2002, of which the Lessee
    previously confirmed having received a copy, the city of Geel
    among other things informed the executing notary public that:



 


			
	 	    • 
	
    according to the Herentals-Mol regional plan, the property is
    located in “areas for community facilities and public
    use”;

	 
	 	    • 
	
    the property is subject to a BPA (Bijzonder Plan van Aanleg or
    Special Planning Scheme) “Technologiezone M.B.
    01-03-2002”;

	 
	 	    • 
	
    no urban development violations have been noted for the property;

	 
	 	    • 
	
    no non-expired environmental permit applies to the property;

	 
	 	    • 
	
    the area is located within the boundaries of an archeological
    site;

	 
	 	    • 
	
    the property is located in the proximity of a regional road
    (express way);

	 
	 	    • 
	
    the property is adjacent to the registered watercourse Laerloop
    number 25, managed by the Water Management Department of the
    Antwerp Provincial Executive, located at Koningin Elisabethlei
    22.




 



    The aforementioned watercourse “Laerloop 25” falls
    under the “old atlas” category. The Lessee confirms
    having a copy of the memo drafted by the Provincial Executive
    pertaining to “Obligations and mandates to be observed by
    adjoining landowners or riparians pursuant to the regulations
    related to unnavigable,
    non-classified
    watercourses subject to the provincial regulation of
    October 27, 1955 (old atlas watercourses)”.



 



    The undersigned notary public was asked to copy the text below
    in the current deed from verbal information provided by the
    Instituut voor het Archeologisch Patrominium (the Belgian
    Institute for Archeological Heritage): “If the owner
    intends to disrupt the soil of the lot (even by using deep
    ploughs, if applicable), the plans must first be submitted to
    the I.A.P. for advice and the work may be supervised from an
    archeological point of view.”



 



    With respect to the applicable environmental permit(s) (dated
    October 9, 1997 — reference
    9700298) regarding the property described above under 2.,
    the Lessor states that — pursuant to Article 42,
    paragraph 2 of Vlarem I — the transfer of this
    (these) environmental permit(s) by the aforementioned
    corporation PHARMING to itself was reported: to the city of Geel
    on November 13, 2001, and to the province of Antwerp on
    November 14, 2001.



 



    In a letter to the undersigned notary dated July 4, 2002,
    the Ministry of the Flemish Community, Antwerp Roads and Traffic
    Department, District and Regie 114 Geel, reported the following
    with respect to the real property registered with the land
    registry office as District K numbers 52/D and 69/C:



 



    “The aforementioned properties are located along the R14
    and the N126 roads:



 



    At the level of the R14, the following regulations apply:



 


			
	 	    • 
	
    the current property limit is maintained without any
    changes.

	 
	 	    • 
	
    the area of the back extension is established at 8.00
    meters.

	 
	 	    • 
	
    no expropriations have been planned.

	 
	 	    • 
	
    no direct access to the R14 will be allowed.

	 
	 	    • 
	
    the assignee renounces any complaint related to inconvenience
    caused by the R14, in particular any complaint regarding sound
    pollution.




 



    At the level of the N126 (Diestseweg), the following
    regulations apply:



 


			
	 	    • 
	
    the designed building line is located at 9.00 meters from the
    axis of the road.

	 
	 	    • 
	
    the area of the back extension is established at 8.00
    meters.

	 
	 	    • 
	
    no expropriations have been planned.”






    

    6








 






 



    The undersigned notary public reports that no work or activities
    referred to in Article 99 of the Flemish Decree pertaining
    to the organization of environmental planning may be performed
    on the property to which the current deed is related, if no
    urban development permit has been obtained.



 



    Said Article 99 is as follows (free translation from Dutch):



 



    No person is allowed to do the following without prior urban
    development permit:



 



    1° To build, erect one or more fixed structures on a
    lot, to demolish, rebuild, renovate or expand an existing fixed
    structure or existing construction, with the exception of upkeep
    or maintenance activities [not related to the stability];



 



    [2° To deforest within the meaning of the forest decree
    dated June 13, 1990 all areas covered with trees, as
    referred to in Article 3, par. 1 and 2 of said decree;]



 



    [3° To cut down tall trees, individually, in a group or
    growing in a line, insofar as they are not part of the areas
    covered with trees within the meaning of Article 3, par. 1
    and par. 2 of the forest decree of June 13, 1990;]



 



    4° To considerably change the soil relief;



 



    5° To usually use, prepare or organize a lot for:



 



    a) storage of used or scrapped vehicles, of any
    material, or waste;



 



    b) parking of vehicles, cars or trailers;



 



    c) the installation of one or more movable structures
    which could be used for living purposes, such as trailers,
    campers, scrapped vehicles, tents;



 



    d) the installation of one or more movable structures or
    rolling stock mainly used for advertising purposes;



 



    6° To partially or completely change the main purpose of
    built-on real property in view of a new purpose, insofar as this
    change of function is included in a list of function changes
    requiring a permit, to be established by the Flemish
    government;



 



    7° To change the number of living facilities in a
    building used to house a family or a single person, irrespective
    of the fact whether it is a single-family dwelling, an
    apartment, an apartment building, a bachelor or a furnished or
    unfurnished room;



 



    8° To install or change ads or signs;



 



    9° To build or change recreational grounds, including
    golf courts, soccer pitches, tennis courts and swimming
    pools.



 



    To build and erect fixed structures, as referred to in the
    first paragraph, item #1, means to erect a building or a
    construction or to place a structure, even made from non-durable
    material, built into the ground, attached to the ground or
    supported on the ground for stability reasons, and intended to
    stay without being moved, even if it can be taken apart, moved
    or is completely underground. This also includes the functional
    assembling of material to create a fixed structure or
    construction, and the hardening of a surface.



 



    Upkeep and maintenance activities [not related to stability]
    include activities performed to maintain the use of a building
    unchanged for the future and secure it by improving, repairing
    or replacing eroded or worn-out material or parts. [This does
    not include activities related to the constructive elements of
    the building, such as:



 



    1° Replacing trusses or supporting beams of a roof, with
    the exception of local repairs;



 



    2° Completely or partially renovating or replacing
    exterior walls, with or without recovering existing bricks.]





    

    7








 







    Tall trees as referred to in the first paragraph,
    item #3 mean all trees with a one-meter circumference at a
    height of 1 meter above the ground level.



 



    A considerable relief change as referred to in the first
    paragraph, item #4 includes, without being limited to, each
    addition,
    pile-up,
    excavation or deepening changing the nature or function of the
    land.



 



    Without prejudice to the first paragraph, item #5,
    section c, no urban development permit is required for camping
    with movable structures on a campground within the meaning of
    the decree dated March 3, 1993 pertaining to the statute of
    the grounds for recreational outdoor stays.



 



    § 2. The Flemish government may draw up a list of
    activities, actions and changes for which no urban development
    permit is required because of their nature
    and/or
    scope, contrary to the provisions of § 1.



 



    § 3. A provincial and a municipal urban development
    permit may complement the activities, actions and changes
    requiring a permit, referred to in § 1. They may also
    introduce the requirement of an urban development permit for the
    activities and actions exempted from permits in application of
    § 2.



 




    Article 14:
    Soil decontamination.



 


		
	
    1)  
	
    For
    the properties described under #1. and #3.




 



    1. The Lessor declares that no structure is/was
    located
    and/or an
    activity is/was performed included in the list of structures and
    activities which may cause soil contamination, as referred to in
    Art. 3, first paragraph of the Soil Decontamination Decree, on
    the lots registered with the land registry office as District K
    numbers 44/D, 69/C, 52/D and 52/F.



 



    2. The Lessor declares that before signing the
    agreement the Lessee was informed of the content of the soil
    certificates issued by OVAM on February 24, 2002 in
    accordance with Art.  36, first paragraph of the
    aforementioned decree.



 



    Said soil certificates stipulate:



 



    “For this cadastral lot, no data are available in the
    register of contaminated soils.



 



    Note: As of October 1, 1996, lots where a structure is
    or was erected or an activity is or was performed included in
    the list as referred to in Article 3, first paragraph of
    the Soil Decontamination Decree can only be transferred if an
    orienting study has been submitted to OVAM in advance with
    reference to the transfer.



 



    This certificate replaces all previously issued
    certificates.”



 



    3. The Lessor declares to be satisfied with the
    above statements and to accept the properties in their current
    condition.



 



    With respect to the properties, the Lessor states that he is not
    aware of any soil contamination which could cause damage to the
    Lessee or to third parties, or which could result in a soil
    decontamination obligation or risk management, in use
    restrictions or in other measures which may be imposed by the
    government.



 



    4. The Lessee hereby confirms being aware that he
    may claim the nullity of a transfer which took place without
    complying with all provisions of Article 36 referred to
    above. If necessary, he states that he will confirm the
    previously concluded agreement or renounce each claim of nullity
    which could be made pursuant to Art. 36, fourth paragraph of the
    aforementioned Decree pertaining to the current lease agreement.



 


		
	
    2)  
	
    For
    the property described under #2.




 



    The Lessor hereby declares that, since the property described
    above under item #2 is only subject to a change of the
    terms and conditions of the existing lease agreement
    (established pursuant to the aforementioned deed dated
    June 25, 1998), it is not required to comply with the
    obligations imposed under Art. 37 ff. of the above mentioned
    Soil Decontamination Decree: it is not a transfer of land in
    accordance with Art. 18 of the Soil Decontamination Decree.





    

    8








 








    Article 15:
    Breaches committed by Lessee.



 



    Any breach committed by the Lessee of the obligations resulting
    from the provisions of the current deed, by operation of law,
    will result in the nullification of the lease, without prejudice
    to the Lessor’s right to claim damages, if the occasion
    arises.



 



    If the lease is encumbered with a mortgage or if building rights
    were established on the leased property, the Lessor only has the
    right to claim damages, in the event of a breach committed by
    the Lessee.



 




    Article 16:
    Mortgage



 



    The Lessor states that the leased property is free and
    unencumbered from any debt, entries, privileges and rights of
    mortgage, as well as from all incriminating transfers, with the
    exception of the following entry pertaining to the
    property described above under #2.:



 


			
	 	    • 
	
    the ex officio entry done at the second mortgage office in
    Turnhout on December 6, 2001 under number
    77-I-06/12/2001-9020,
    in favor of the aforementioned corporation PHARMING and the
    third party debtors of all outstanding debts, against GENZYME
    FLANDERS NV/SA, Lessee under this transaction, for an amount of
    ten million five hundred fifty thousand Euros (EUR 10,550,000.00)




 



    and for the lease transfer charges estimated at five percent
    (5%), on the lease on the property described above under
    item #2 with the constructions built on it, pursuant to the
    aforementioned deed executed before the undersigned notary
    public with intervention of notary public Luc Talloen in Louvain
    on November 15, 2001.



 



    The Lessee states he is completely aware of this ex officio
    entry and releases the Lessor and the executing notary public
    from any obligation to provide further information in this
    respect.



 




    Article 17:
    Release from ex officio entry



 



    The land and mortgage registrar is released from taking all ex
    officio entries pursuant to this deed, for whatever reason,
    after the executing notary public informed the parties of its
    bearing.



 




    Article 18:
    Residence



 



    To execute this deed, the parties choose the following
    residence: for the Lessee: in Geel at Cipalstraat 8; and for the
    Lessor, at the Provinciehuis, Koningin Elisabethlei 22, in 2018
    Antwerp.



 




    FINAL
    PROVISIONS.



 



    1. The parties confirm that they have been duly
    informed by the executing notary public regarding the rights,
    obligations and mandates resulting from the current deed and
    that they received impartial advice from him. They declare they
    deem this deed with all its related rights and obligations to be
    balanced and that they explicitly accept it.



 



    2. The executing notary public confirms that the
    parties’ identity was confirmed to him by means of the
    documents required by law and submitted by parties.



 



    WHEREOF DEED, executed in Geel, at our office, on the above
    mentioned date, and after a complete reading and explanation,
    acknowledged by all parties, signed by the parties and us, the
    notary public.



 



    (followed by the signatures)



 



    Registered in Geel on November 18, 2002 five pages and
    five deliveries Reg. 5 part 561 folio 30 box 7. Received:
    four thousand four hundred eighty-eight Euros and ninety-seven
    cents (€ 4,488.97). For the senior inspector. The senior
    auditor. (signed) I. GILIS.”





    

    9








 








    IN THE
    YEAR TWO THOUSAND TWO



 




    On the
    eighteenth of October



 




    APPEARED:



 



    Before us, TOM VERBIST, Esq., Notary Public based in Geel:



 



    The corporation GENZYME FLANDERS, having its registered
    office at 2440 Geel, Cipalstraat 8, registered in the Turnhout
    trade register under number 92.191 and for Value Added Tax
    purposes under number 475.955.046, established under the name
    GENZYME FLANDERS NV/SA pursuant to the deed executed before
    Notary Public Luc Talloen in Louvain on October 30, 2001,
    published by extract in the appendix to the Belgian Bulletin of
    Acts, Orders and Decrees dated November 17, 2001, with
    number
    20011117-29,
    whose articles of incorporation were amended recently pursuant
    to the extraordinary general meeting for which the minutes were
    drawn up by Notary Public Luc Talloen in Louvain on
    March 29, 2002, published by extract in the appendix to the
    Belgian Bulletin of Acts, Orders and Decrees dated May 1,
    2002, under number
    20020501-313:



 



    Represented herein by: Mr. Erik Theophiel Frank
    Antoon TAMBUYZER, residing in Oud-Heverlee
    (Sint-Joris-Weert), Oude Nethensebaan 31/A, acting in his
    capacity of Chief Executive Officer, in accordance with Art. 12
    of the articles of incorporation, and appointed to this position
    by virtue of the extraordinary general meeting held immediately
    after establishing the above mentioned articles of incorporation
    on October 30, 2001, published by extract in the appendix
    to the Belgian Bulletin of Acts, Orders and Decrees dated
    November 21, 2001, under number
    20011121-666.



 



    Hereinafter invariably referred to as “the
    Mandator”.



 




    PRELIMINARY
    EXPLANATION



 



    Pursuant to the deed executed before the undersigned notary
    public with intervention of Notary Public Luc Talloen in Louvain
    on November 15, 2001, recorded at the second mortgage
    office in Turnhout on December 6, 2001, under number
    77-T-06/12/01-9019,
    the corporation PHARMING, having its registered offices at 2440
    Geel, Cipalstraat 8, registered in the Turnhout trade register
    under number 80.379 and for Value Added Tax purposes under
    number 458.398.640, transferred all of its rights and
    obligations resulting from the deed executed before Notary
    Public Luc Moortgat in Geel on June 25, 1998 pertaining to
    the lease establishment in its favor by the PROVINCE OF ANTWERP
    on the real property described below, to the corporation GENZYME
    FLANDERS NV/SA, appearing party for the purposes of this
    document.



 




    City of
    GEEL



 



    A parcel of land located at Eyckevelden and Cipalstraat,
    registered according to title at the land registry as District
    K, number 46, 44/A, 44/B, 45/A, 47/B, 48/G/portion, 48/H/portion
    and according the most recent land registry certificate as
    District K, number 46, 44/B, 45/A, 47/B, 48/M, 48/P, and 44/E,
    with a total area according to title and land register of 2
    hectares, sixty-seven ares, ninety-four centiares (2 ha 67 a 94
    ca).



 



    In particular the real property described below under
    item #2.



 



    In addition, under the same deed, the aforementioned corporation
    PHARMING transferred all of its constructions erected under the
    lease it was granted to the corporation GENZYME FLANDERS NV/SA,
    in this document referred to as the Appearing party.



 




    2. POWER
    OF ATTORNEY



 



    The corporation GENZYME FLANDERS NV/SA, represented as referred
    to above, subsequently stated it appoints the following
    person(s) as special mandatories:



 



    1. Mrs. Lutgarde SULS, accountant, residing at 2100
    Antwerp-Deurne, Bisschoppenhoflaan 173,



 



    2.





    

    10








 







    Hereinafter referred to as “the
    Mandatory”,



 



    With the authority to act separately and individually.



 



    Whom he mandates to do the following on his behalf and on his
    account:



 



    To amend the conditions of the existing aforementioned
    lease agreement regarding the property described below under
    item #2 and to conclude a lease agreement with the PROVINCE
    OF ANTWERP regarding the properties described below under
    item #1. and #3.



 




    CITY OF
    GEEL, third district



 



    1. Parcels of land, registered at the land registry
    according to a recent land registry extract as District K,
    numbers 44/D and 69/C/portion, with a measured area of
    fifty-nine ares, fourteen centiares (59 a 14 ca).



 



    2. Parcels of land, registered at the land registry
    according to a recent land registry extract as District K,
    numbers 44/B, 44/E, 45/A, 46, 47/B, 48/M, and 48/P, with a
    measured area of two hectares, sixty-seven ares, ninety-four
    centiares (2 ha 67 a 94 ca).



 



    3. Parcels of land, registered at the land registry
    according to a recent land registry extract as District K,
    numbers 52/D and 52/F, with a measured area of forty-eight ares,
    ninety-three centiares (48 a 93 ca).



 



    As these properties are shown respectively under “Lot
    1”, “Lot 2” and “Lot 3” on a survey
    plan dated January 31, 2002, drafted by Mr. Van Roy,
    provincial surveyor, the plan which is included in this deed
    (Annex 1).



 




    Property
    origin



 



    The constructions on the property described above under #2.
    already belong to the Lessee pursuant to the above mentioned
    authentic deed executed before the undersigned notary public
    with the intervention of Notary Public Luc Talloen in Louvain,
    on November 15, 2001.



 



    The properties described above under #1., 2. (without
    constructions) and #3. are owned by the PROVINCE OF ANTWERP
    as follows:



 


			
	 	    • 
	
    partially (at the time the lots in Section K, numbers 47,
    48A, 67, 51, 52A/ex, 53A/ex, and 54C/ex) pursuant to a purchase
    instrument executed before the governor of the Province of
    Antwerp, Mr. Richard Declerck, on March 19, 1957, at
    the time acquired from the Commissie van Openbare Onderstand
    (Welfare Commission) in Geel, transferred at the only mortgage
    office operating at that time in Turnhout on March 20 and
    recorded in Book 4301, number 50;

	 
	 	    • 
	
    partially (at the time the lot in Section K, number
    69) pursuant to a public auction before notaries public
    Jean Verbist in Geel and Modest Moortgat in Geel on
    August 28, 1963, transferred at the only mortgage office
    operating at that time in Turnhout on October 25, and
    recorded in Book 5129, number 28, acquired from Mr. CLAES
    Jean-François;

	 
	 	    • 
	
    partially (at the time the lots in Section K, numbers 52B,
    53B and 54E) pursuant to a purchase instrument executed before
    the governor of the Province of Antwerp, on December 20,
    1963, acquired from the Commissie van Openbare Onderstand
    (Welfare Commission) in Geel;

	 
	 	    • 
	
    partially (old local road, without land registry number)
    pursuant to a purchase instrument executed before the governor
    of the Province of Antwerp, on May 20, 1966, acquired from
    the municipality of Geel;

	 
	 	    • 
	
    partially (at the time the lot in Section K, number 55B)
    pursuant to a purchase instrument executed before the governor
    of the Province of Antwerp, on June 28, 1966, acquired from
    Mr. SPRENGERS Robert;






    

    11








 






 


			
	 	    • 
	
    partially (at the time the lot in Section K, number 48C/ex)
    pursuant to an exchange instrument executed before the governor
    of the Province of Antwerp, on November 30, 1966, acquired
    from Mr. LORNOY Gregorius;

	 
	 	    • 
	
    partially (at the time the lots in Section K, numbers 44
    and 45, 68 and 46) pursuant to expropriation judgments
    pronounced by the Justice of the Peace in Mol on May 11,
    1967 against Mr. DE PEUTER José, Mr. VAN
    ROOSBROECK Joseph and Mr. VAN SANT Alphonsus, granted at
    the competent registration office on May 12, 1967, with the
    mention not to register, however included under
    177-1/15-1967.




 



    For the fees/compensation, and for the accounts and under the
    terms and conditions to be agreed upon by the Mandatory;



 



    To determine the origin of the property; to make all statements;
    to agree on all provisions pertaining to easements and joint
    properties;



 



    To determine the start of the usufruct and establish the place,
    method and terms of payment of the compensation, fees and all
    accessory items; to grant all warranties, privileges and
    mortgages as a security for payments or the execution of
    agreements; to enter into an agreement, to reach a settlement
    and to arrive at a compromise;



 



    If one or more of the above mentioned legal acts were performed
    by an agent, to approve and ratify these;



 



    To perform all legal acts for the above mentioned purpose, to
    sign all deeds and documents, to substitute, to choose residence
    and in general to do all that would be required or useful, even
    if it is not explicitly mentioned.



 




    FINAL
    PROVISIONS.



 



    1. The Appearing party confirms that he has been duly
    informed by the executing notary public regarding the rights,
    obligations and mandates resulting from the current deed and
    that he received impartial advice from him. He declares that he
    deems this deed with all its related rights and obligations to
    be balanced and that he explicitly accepts it.



 



    2. The executing notary public confirms that the
    Appearing party’s identity was confirmed to him by means of
    the documents required by law.



 



    WHEREOF DEED, executed in Geel, at our office, on the above
    mentioned date, and after a complete reading and explanation,
    acknowledged by the Appearing party, signed by the Appearing
    party and us, the notary public.



 



    (followed by the signatures)



 



    Registered in Geel on October 25, 2002 two pages and no
    deliveries Reg. 5 part 560 folio 30 box 15. Received:
    twenty-five Euros (€ 25.00). For the senior inspector. The
    senior auditor. (singed) I. GILIS.





    

    12