exv10w10







 




    Exhibit 10.10



 




    THE YEAR
    TWO THOUSAND AND ONE



 




    On the
    fifteenth of November



 



    Before me, Tom VERBIST, notary in Geel, with the
    contribution of notary Luc TALLOEN, notary in Leuven.



 




    APPEARED:



 



    [handwritten:] 647/76



 



    1. The public limited company PHARMING, with
    registered office in 2440 Geel, Cipalstraat 8, registered in the
    trade register of Turnhout under number 80.379 and with the tax
    services under VAT number 458.398.640,



 



    Incorporated in accordance with the deed passed by notary
    Jean-Philippe Lagae in Brussels on five July nineteen hundred
    and ninety six, announced in an excerpt from the Appendix to the
    Belgian Government Gazette of twenty four July under number
    19960724-628,



 



    Of which the articles of association was amended several times
    and the last time in accordance with the deed passed by notary
    Luc Moortgat in Geel on eighteen December two thousand,
    announced in the Appendix to the Belgian Government Gazette of
    ten January two thousand and one under number
    20010110-497,



 



    Duly represented here by:



 



    1. Mr LENAERTS Luc, company auditor, with registered
    offices at 2460 Kasterlee, Tielen, Gierlebaan, 65, and



 



    2. Mr Noël DEVOS, lawyer, with registered office at
    2440 Geel, Diestseweg 155,



 



    Trading in their capacity of commissioners concerning suspension
    and appointed in this function by the Chamber of Commerce in
    Turnhout in accordance with a ruling made on twenty two August
    two thousand and one, discussed in the prior explanation below.



 



    Hereinafter referred to as “the
    transferee”.



 



    [handwritten:] 728/173



 



    2. The public limited company GENZYME FLANDERS
    NV/SA, with registered office at 2440 Geel, Cipalstraat, 8,
    incorporated according to the deed passed before the
    abovementioned notary Luc Talloen in Leuven on thirty October
    two thousand and one, of which a copy was filed with the
    Registrar of the Chamber of Commerce in Turnhout on seven
    November following,



 



    Represented here by: Mr Erik Theophiel Frank Antoon
    TAMBUYZER, residing at Oud-Heverlee *Sint-Joris-Weert), Oude
    Nethensebaan 31/A, acting in his capacity as managing director
    in accordance with article twelve of the articles of
    association, and appointed in this position by the general
    meeting held immediately after said articles of incorporation
    and Board of Directors held on nine November two thousand and
    one, appointment filed at the registrar of the Chamber of
    Commerce in Turnhout on twelve November two thousand and one.



 



    Hereinafter referred to as
    “acquirer”.



 




    PRIOR
    EXPLANATION —
    STATEMENTS.



 



    1. In accordance with the ruling of the Chamber of Commerce
    in Turnhout dated twenty two August two thousand and one, a
    preliminary suspension of payment was awarded to the public
    limited company PHARMING, abovementioned transferee, based on
    the Act of seventeen July nineteen hundred and ninety






    

    1








 







    seven concerning the court composition. At the same ruling, the
    following persons were appointed as commissioners for this
    suspension: Mr Luc LENAERTS, and Mr Noël DEVOS, both
    mentioned above.



 



    2. In accordance with the private agreement dated twenty
    eight September two thousand and one, the public limited company
    PHARMING, represented as said, based on article 41 of the
    Act of seventeen July nineteen hundred and ninety seven
    concerning the court composition, concluded the agreement below
    with GENZYME CORPORATION, company subject to the law of the
    Delaware state, with registered office at One Kendal Square,
    Cambridge, Massachusetts 02139 USA, trading in the name and for
    the account of the company GENZYME FLANDERS NV/SA, buyer in this
    case, as upon incorporation; and this subject to the cumulative
    suspensive conditions of:



 


			
	 	    • 
	
    The approval by the Chamber of Commerce in Turnhout in
    application of article 41 of the Act of seventeen July
    nineteen hundred and ninety seven,

	 
	 	    • 
	
    The approval of the transfer of the ground lease by the Antwerp
    Province, in accordance with article 5 of the deed, passed
    before notary Moortgat in Geel on twenty five June nineteen
    hundred and ninety eight,

	 
	 	    • 
	
    The approval by the Board of Directors of GENZYME
    CORPORATION, and

	 
	 	    • 
	
    The acquisition of a favorable soil report for the grounds that
    form the subject of the agreement.




 



    3. In accordance with the ruling of thirty October two
    thousand and one (role number B/0136), the Chamber of Commerce
    in Turnhout approved the transfer as described in said agreement
    dated twenty eight September two thousand and one, and the
    commissioners are authorized to perform all the activities
    necessary to execute this transfer. The preliminary execution
    was approved with this ruling.



 



    4. In accordance with the deed passed by undersigned notary
    Luc TALLOEN in Leuven on thirty October two thousand and one,
    the public limited company GENZYME FLANDERS NV/SA, previously
    mentioned acquirer, incorporated and the commitments concluded
    for account of and in the name of the company in corporation
    since one September two thousand and one are specifically taken
    over.



 



    With this, the company GENZYME FLANDERS NV/SA, represented as
    said by its managing director Mr Erik TAMBUYZER, once again
    specifically take over, in accordance with article 60 of
    the Company Code, all rights and obligations resulting from said
    agreement dated twenty eight September two thousand and one,
    concluded for its account and its name by GENZYME CORPORATION,
    so that this agreement is deemed having been concluded by it
    originally.



 



    5. With this, the company GENZYME FLANDERS NV/SA, said
    acquirer, finally declare, without reservation, to accept said
    ruling of the Chamber of Commerce in Turnhout dated thirty
    October two thousand and one.



 



    6. The other previously mentioned suspensive conditions
    were fulfilled as follows:



 


			
	 	    • 
	
    The approval of the transfer of the ground lease by the Antwerp
    Province, in accordance with article 5 of the deed passed
    by notary Moortgat in Geel on twenty five June nineteen hundred
    and ninety eight, was granted to the transferee in the documents
    dated seventeen October and fourteen November two thousand and
    one,

	 
	 	    • 
	
    The approval of the Board of Directors of GENZYME CORPORATION
    was granted at its meeting held on four October two thousand and
    one, and communicated in the document dated eight October two
    thousand and one,

	 
	 	    • 
	
    That the favorable soil report for the grounds, which form the
    subject of this agreement, was obtained on six November two
    thousand and one.




 



    From this, all suspensive conditions were fulfilled on
    fourteen November two thousand and one.





    

    2








 







    6. The transferee and the acquirer both specifically
    declare that they fully want to explain said ruling dated thirty
    October last year and the company GENZYME FLANDERS NV/SA commits
    to provisionally enforce the ruling.



 



    Both parties declare having been fully informed by their counsel
    and undersigned notaries about the consequences of any reform of
    said ruling.



 



    Further, both parties asked undersigned notaries to conclude the
    agreement dated twenty eight September two thousand and one as
    included in said ruling and to declare it authentic.



 



    Starting from this specific request, the undersigned notaries
    declared everything that follows authentic.



 



    [circled:]



 


		
	
    1.  
	
    TRANSFER
    OF COMMERCIAL ENTERPRISE




 



    The company PHARMING, previously called the transferee, hereby
    transfer the commercial enterprise described below to the
    company GENZYME FLANDERS NV/SA, previously mentioned acquirer,
    who specifically accepts this, subject to the general and
    special terms and conditions mentioned below.



 




    Description
    of the commercial enterprise



 




    City
    Geel



 



    A commercial enterprise, being an enterprise for research,
    development and marketing of genetically modified animals and
    products thereof, operated in Geel, Cipalstraat 3 and under
    number 80.379 and with the Tax department under VAT number
    458.398.640.



 




    Composition



 



    Said commercial enterprise generally includes all
    physical and non-physical assets, including the full
    client-base, the commercial installation, the biological basic
    material, the trade name, the sign, the outstanding debtors; the
    material and the furniture, and goods in stock, with the
    exception of the goods specifically excluded below.



 



    This commercial enterprise specifically includes the following:



 


			
	 	    • 
	
    The ingredients mentioned in an inventory included in the
    valuation report — nr. 1.200.3.278 Official Report of
    the NV Troostwijk, dated eleven July last year, which is added
    to this deed, and that will be registered with it;

	 
	 	    • 
	
    The rent and lease agreement for the movable and immovable
    property, in so far as these can be transferred and when
    applicable, upon agreement of the lessor; here parties
    specifically agree that buyer will take all the necessary steps
    to take over the abovementioned rent and lease agreements; the
    transferee will provide the necessary cooperation in this,
    without any possible remedy of the acquirer against the
    transferee in case of refusal;

	 
	 	    • 
	
    The transfer of the ground lease agreement, including the
    constructions described below, as set out below.




 



    The following goods of the transferee are specifically excluded
    from this transfer:



 


			
	 	    • 
	
    The cash;

	 
	 	    • 
	
    The investment- and call accounts at financial institutions;

	 
	 	    • 
	
    All outstanding debtors, with the exception of any claims from
    authorities and government institutions due to subsidies;

	 
	 	    • 
	
    Outstanding guarantees;

	 
	 	    • 
	
    the refunds on finances, Value Added Tax and other organisms;






    

    3








 






 


			
	 	    • 
	
    the outstanding debts, with the exception of debts concerning
    which is determined otherwise;

	 
	 	    • 
	
    goods in leasing or with reservation of title or those belonging
    to third parties;




 




    Mortgage
    situation of the trading concern



 



    The transferor declares expressly that the aforementioned
    trading concern is free of any lien, mortgage inscription,
    transfer or annotation.



 




    Special
    terms and conditions of transfer of the trading
    concern.



 



    1. All the components of the trading concern will be sold
    in their present state without any guarantee concerning visible
    or invisible faults. The purchaser declares in this regard that
    it expressly waives any claim against vendor and its directors
    concerning Article 1643 of the Belgian Civil Code.



 



    2. The transferor and the directors in respect of
    postponement/suspension may not be held liable for any current
    contracts there may be and do not give any guarantee concerning
    the maintenance or execution of such.



 



    3. The transferee has acquired the ownership, the risk
    and the beneficial right of the trading concern, as of today.



 



    4. The transferee bears and pays all taxes on the business
    operation and the costs of all utilities as of today.



 



    5. The transferee is bound to take over all insurance
    contracts relating to the transferred assets as of today.



 



    6. Registration of transfer of environmental permit.
    Pursuant to Article 42§ 2 of Vlarem I, the
    acquisition by transferee of all existing environmental permits
    is registered with:



 


			
	 	    • 
	
    to the municipality of Geel on the Thirteenth of November two
    thousand and One, according to a registration of the Thirteenth
    of November two thousand and One the municipality of Geel
    communicated that it has received a registration concerning the
    acquisition of the property by the transferee;

	 
	 	    • 
	
    to the Province of Antwerp pursuant to a receipt dated the
    Fourteenth of November two thousand and One.




 



    [handwritten:]
    647/76                    
    [circled:] 2. LONG LEASE TRANSFER 



 




    A/TRANSFER
    OF RIGHT OF LONG LEASE



 



    The transferor hereby declares expressly that it transfers to
    the transferee all the rights and duties ensuing from the deed
    passed before Notary Luc Moortgat of Geel, on the twenty-fifth
    of June, nineteen hundred and ninety-Eight concerning the
    vesting of the long lease for the benefit of the transferor by
    the Province of Antwerp on the real estate described below,
    subject to the particular and general terms and conditions cited
    below, which terms and conditions the transferee accepts.



 




    Description
    of the real estate given in long lease.



 




    Municipality
    of GEEL



 



    A parcel of land located on Eyckvelden and Cipalstraat, listed
    in the land register according to District K numbers 46, 44/A,
    44/B, 45/A, 47/B, 48G/part, 48/H/part and according to the
    recent land register extract District K numbers 46, 44/B, 45/A,
    47/B, 48/M, 48/P and 44/E, with a total surface area according
    to the title and land register of two hectares, sixty-seven
    ares, ninety four centiares (2ha 67a 94ca).





    

    4








 








    Origin
    of ownership



 



    The aforementioned land belongs to the Province of Antwerp as
    follows:



 


			
	 	    • 
	
    in part as a consequence of a purchase made by the Governor of
    the Province of Antwerp; Mr Richard Declerk, on the nineteenth
    of March nineteen Fifty seven, acquiring it from the then
    Commissie van Openbare Onderstand of Geel recorded in the
    then sole mortgage office of Turnhout, on the twentieth of March
    and then in Book 4301 number 50, and

	 
	 	    • 
	
    in part as a consequence of the verdict of confiscation issued
    by the Justice of the Peace of the Canton of Mol, of the
    Eleventh of May nineteen hundred and Sixty seven, submitted to
    the authorized registration office on the following Twelfth of
    may, with the annotation not to register it but to list it
    177-1/15-1967.




 




    B/TRANSFER
    OF THE BUILDINGS CONSTRUCTED BY THE TRANSFEROR



 



    The transferor hereby declares expressly that it transfers to
    the transferee all the buildings described below, insofar as
    these are its property, and that it has itself constructed or
    had constructed on the aforementioned land — which it
    owns in long lease as said above -, together with its right of
    long lease, according to the particular and general terms and
    conditions cited below.



 



    [handwritten:] 647/76



 




    Municipality
    of GEEL



 



    Real estate complex with appurtenances, these being a factory
    under construction, temporary offices and infrastructure,
    without land, located on De Cipalstraat, 8, all of this
    registered in the land register according to the recent land
    register extract District K numbers 46 (field), 44/B (building
    land) , 45/A(building land), 47/B (building land), 48/M (road),
    48/P (building land)and 44/E (industrial buildings), with a
    total surface area according to the title and land register of
    two hectares, sixty-seven ares, ninety four centiares (2ha 67a
    94ca).



 




    C/SPECIAL
    TERMS AND CONDITIONS TRANSFER RIGHT OF LONG LEASE AND
    BUILDINGS



 


		
	
    1.  
	
    Agreement
    Province of Antwerp — grantor of long lease.




 



    By virtue of documents of the Province of Antwerp in its
    capacity as granter of long lease on the seventeenth of October
    and fourteenth of November, two thousand and one, this authority
    communicated its consent with the transfer of the right of long
    lease and of the constructed buildings, in accordance with
    Articles 5 and 6 of the aforementioned deed of vesting of
    the long lease passed before Notary Luc Moortgat of Geel, on the
    twenty-fifth of June, nineteen hundred and ninety-eight.



 


		
	
    2.  
	
    Transfer
    of the long lease.




 



    The transferee has, as of today, fully assumed the place of the
    transferor concerning all rights and duties ensuing from the
    aforementioned deed of vesting long lease rights passed before
    Notary Luc Moortgat of Geel, on the twenty-fifth of June,
    nineteen hundred and ninety-eight, and such without any claim in
    this respect on the transferor.



 



    The transferee hereby stated that it is fully aware of all the
    stipulations contained in this deed and has received a copy of
    it in advance.



 



    Said long lease was signed for a term of fifty years to
    take effect on the twenty-fifth of June, nineteen hundred and
    ninety-eight and to terminate on the twenty-fifth of June, two
    thousand and forty-eight.



 



    The transferor hereby states that the annual ground rent of
    eight hundred and three thousand and eight hundred and twenty
    Belgian Francs (BEF 803,320) is indexed, now amounting to eight
    hundred and fifty-four thousand and eighty three Belgian Francs
    (BEF 854,083) (EUR21,172.17).





    

    5








 






		
	
    3.  
	
    Transfer
    of buildings.




 



    The aforementioned buildings, these being a factory under
    construction, temporary offices and infrastructure, were sold
    according to the waiving of any right and further according to
    the following terms and conditions:



 



    1. Free of any encumbrances concerning expenses,
    debts, privileges, mortgage rights and impediments of any form;



 



    2. In the state and the condition in which it found
    itself at the time when the aforementioned agreement became
    definite on the twenty-eighth of September two thousand and One,
    with all visible and invisible faults, without any guarantee
    concerning the state of the ground and the underground or the
    above indicated surface; any difference, even if it be
    one/twentieth or more, shall be to the benefit or detriment of
    the purchaser, without any claim against the vendor.



 



    3. With all subjective and objective, visible and
    invisible, permanent and temporary rights, easements,
    with all communities, according to which they benefit or are
    disadvantaged.



 



    The transferor, represented as said above, declares that it has
    not vested any easements to the benefit or detriment of the
    goods hereby sold and to have no knowledge of such easements
    with the exception of the easement included in the
    aforementioned deed of vesting of long lease right passed before
    Notary Luc Moortgat of Geel, on the twenty-fifth of June,
    nineteen hundred and ninety-Eight, and cited literally below:



 



    “The granter of the long lease hereby declares that a
    deed of purchase passed before the Governor of the Province of
    Antwerp, Mr Richard Declerk, on the nineteenth of March nineteen
    Fifty seven, to have acquired this from the then Commissie van
    Openbare Onderstand, of Geel, recorded in the then sole mortgage
    office of Turnhout, on the Twentieth of March and then in Book
    4301 number 50, contain the following provisos, copied literally
    below insofar as they are still in force:



 



    In this context, it is expressly stipulated that the parcels
    sold have a right of way along the existing easement
    passage as on the aforementioned plan, marked in yellow”



 



    The purchaser is subrogated in the rights and duties contained
    in the aforementioned provisos, insofar as these still apply and
    relate to the sold goods, without this clause being able to
    grant more rights to third parties than those result from the
    regular and non-extinct legal titles.



 



    4. The purchaser shall be responsible as of today for
    payment of all taxes and duties that the sold goods are
    and shall be subject to, including road tax and other taxes due.



 



    5. Transfer of ownership-risk-use. The purchaser
    obtains the ownership, as well as the risk of the sold goods, as
    of today. It also obtains the enjoyment and free use as of today.



 



    6. Insurance.



 



    Purchaser is obliged to take over all existing insurance
    policies concerning the sold goods as of today.



 



    7. If the goods hereby sold should be subjected to
    expropriation, new layout, urbanization requirements or other
    government rulings and regulations, the purchaser must act in
    accordance with subject itself to all laws, existing and to be
    introduced, rulings and decrees of the competent authorities
    without being entitled to make any claim on the vendor or hold
    the vendor liable for loss of land.



 



    8. The vendor declares that it is not aware that the goods
    in question, the subject of this sale, will be subjected or
    liable to protection measures, in accordance with the
    legislation concerning ancient buildings, urban or village view
    and landscapes.



 



    9. The vendor has declared:



 



    a) that the real estate transferred is not listed on an
    inventory concerning a levy on vacant property and neglect of
    buildings and dwellings;





    

    6








 







    b) that it has not been officially informed or warned by an
    administrative deed that the goods, will be placed on the
    inventory, except in the case of a founded dispute;



 



    c) that the goods have not been declared unfit for
    habitation, nor that a conformity declaration has been refused;



 



    d) the currently transferred real estate is not located in
    a special zone as declared by the Government of Flanders;



 



    e) that there is no pre-emptive right existing by virtue of
    any law, decree or a convention.



 



    10. Post-intervention file. In reply to the question
    posed by the notary who drew up the deed of whether a
    post-intervention file had been drawn up for the sold goods, the
    vendor replied in the negative. He confirmed that the building
    work was started before the First of May, two thousand so that
    the Royal Decree of the Twenty Fifth of January, two thousand
    and One concerning the placement temporary or mobile buildings
    was not yet in force. From this ensues that neither the
    composition of a post-intervention file nor the intervention of
    a safety coordinator is necessary. He, further, confirmed that
    the delivery of this building work had not yet taken place.



 


		
	
    4.  
	
    Urban
    building.




 



    The transferor declared that the real estate is not subject to
    the legislation concerning land consolidation of country
    estates. The transferor further declared that the goods were not
    subject, as far as he is aware, to any form of planned
    expropriation.



 



    The transferor declared that no assurance can be given
    concerning the possibility to carry out work
    and/or
    actions on the goods in question concerning which the
    aforementioned Article 99 of the Flemish decree concerning
    the organization of spatial planning.



 



    In a letter of the Eleventh of October Two thousand and One,
    concerning which the transferee acknowledges that it has
    received a copy, the Municipality of Geel has communicated,
    among other things, to the notary drawing up the deed that:



 


			
	 	    • 
	
    according to the zoning plan Herentals-Mol the goods are located
    in:




 


			
	 	    • 
	
    land register plots District K numbers 46 and 47/B, 48/P partly
    in areas for community facilities and public use and partly in a
    park area (behind),

	 
	 	    • 
	
    land register parcels District K numbers 44/E, 44/B, 45/A and
    48/M: in areas for community facilities and public use and
    partly in a park area,




 


			
	 	    • 
	
    No urban construction offences are known to have been committed
    in respect of the goods.

	 
	 	    • 
	
    The goods have not been located in a special layout plan,

	 
	 	    • 
	
    Environmental permits have been issued for the goods,

	 
	 	    • 
	
    The goods are located within the borders of an archeological
    site,

	 
	 	    • 
	
    The goods adjoin the “registered watercourse number 25
    Laarloop” the management of which is currently in the hands
    of the Dienst Waterbeleid of the provincial government of
    Antwerp, Koningin Elisabethlei, 22, 2018 Antwerp. This
    watercourse falls within the category “old atlas”. The
    transferee hereby acknowledges that he has been handed by the
    notary recording the proceedings the memo compiled by the
    Provincial administration concerning “Verplichtingen en
    lasten die rusten op boordeigenaars of aangelanden ingevolge de
    reglementering op onbevaarbare niet geklasseerde waterlopen
    waarop het provinciaal reglement van 27 oktober 1955 van
    toepassing is (waterlopen oude atlas)” (obligations and
    duties of adjoining or abutting landowners concerning the
    regulations in respect of non classified watercourses subject to
    the provincial regulations of October 27, 1955
    (watercourses old atlas))






    

    7








 






 



    From the oral information provided by the Institute of
    Archaeological Patrimony the Undersigned Notary was informed and
    requested to include the following text in this deed of sale and
    purchase: “In the case that the owner is planning to
    carry out any intervention in the soil of the plot, (even an
    activity such as deep ploughing), the plans must be submitted
    beforehand to the I.A.P. for advice and, if necessary, the work
    will be supervised by an archaeologist”.



 



    On the request of the Notary drawing up the deed, the
    Municipality of Geel communicated by a letter dated the
    nineteenth of October two thousand and One that the following
    building permits had been issued for the transferred goods:



 


			
	 	    • 
	
    on the thirteenth of October nineteen hundred and ninety-seven
    for the construction of a pharmaceutical production unit
    (ref.12.551)

	 
	 	    • 
	
    on the twelfth of July nineteen hundred and ninety-nine for the
    expansion of a building for the biopharmaceutical unit
    (ref.13.058) and on the same day for the erection of office
    containers (ref. 13.106);

	 
	 	    • 
	
    on the thirteenth of June two thousand for the construction of
    office containers (ref. 13.647).




 



    Purchaser declares that in the context of the due diligence
    procedure the required investigations and verifications were
    conducted concerning the buildings in accordance with the
    permits and construction.



 



    The Notary drawing up the deed communicated that no works or
    activities as referred to in Article 99 of the Flemish
    Decree concerning the organization of Planning Organization, may
    be carried out on the goods that are referred to in this deed,
    as long as no planning permission has been received.



 



    This Article 99 reads as follows:



 



    Article 99 § 1. Without prior planning
    permission, it is not permitted to:



 



    1. construct, place one or more permanent structures on
    the land, refurbish, rebuild or extend, with the exception of
    upkeep or maintenance work that does not relate to the
    stability;



 



    2. deforest in the sense of the forest decree of
    June 13, 1990 of any surface covered with trees as referred
    to in Article 3 § 1 and § 2 of that
    decree;



 



    3. fell tall trees, standing alone, in groups or in
    rows, insofar thy are not part of any surface covered with trees
    as referred to in Article 3 § 1 and § 2
    of the forest decree of June 13,1990;



 



    4. change radically the relief of the soil;



 



    5. normally use, construct or lay out a ground for:



 



    a) the storage of used or obsolete vehicles, of any
    materials, equipment or waste;



 



    b) the parking of vehicles, trucks or trailers;



 



    c) the placement of one or more temporary units that
    could be used as a dwelling such as caravans, campers, obsolete
    vehicles, tents;



 



    d) the placement of one or more temporary units or
    rolling equipment that could be used mainly for advertising
    purposes;



 



    6. the entire or partial modification of the main
    function of the real estate built on with a view to a new
    function, insofar as this function occurs on a list of function
    changes requiring permits compiled by the Flemish government;



 



    7. change the number of dwelling units in a building
    that is designated for housing of a family or a single person,
    irrespective of whether it refers to a single family dwelling,
    an apartment building, flats, a studio or a furnished or
    unfurnished room.



 



    8. place or change publicity boards or sign boards.





    

    8








 







    9. construct or change recreational sites, including a
    golf course, a football field, a tennis court, a swimming
    pool.



 



    The construction and placement of permanent structures, as
    referred to in Clause 1, 1, is to be understood the
    construction of a building or the construction and placement of
    a structure, even if made of non durable materials, inserted in
    the ground, fixed on the ground or supported on the ground for
    the purpose of stability, and intended to remain standing at
    that location, even if it can be dismantled, removed or if it is
    fully underground. This includes also the assembly of materials
    resulting in a fixed structure or construction, and the
    placement of surfaces.



 



    Under upkeep and maintenance work that does not concern the
    stability is to be understood the safeguarding of the unaltered
    use of the building in future by means of modernization, repair
    work or replacement of eroded or worn materials or parts. Under
    this, works are not included that relate to the structural
    elements of the building, such as:



 



    1. the replacement of trusses or bearing beams of the
    roof, with the exception of local repairs;



 



    2. The entire or partial rebuilding or replacement of
    outside walls, even with the recovery of the existing stones.



 



    With tall trees as referred to in the first clause, 3, is
    intended any tree that at the height of 1 meter above the
    surface has a tree trunk circumference of 1 meter.



 



    With considerable change in the relief as referred to in the
    first clause 4, is intended, among other things, any
    supplementation, raising, digging out or deepening that alters
    the nature and the function of the terrain.



 



    Without prejudice to the first clause, 5, c, no urban
    planning permit is required for camping with a mobile structure
    on a camping site in the sense of the decree of March 3,
    1993 about the stature of the terrains for open air recreational
    lodging.



 



    § 2. The Flemish government can determine the list
    of the works, activities and changes for which, due to the
    nature
    and/or
    scope, in deviation of § 1, no urban planning permit
    is required.



 



    § 3. A provincial and a municipal urban planning
    regulation can supplement the work, activities and modifications
    requiring a permit, as cited in § 1. They can also
    introduce urban planning permits for the activities exempted
    with the application of § 2.



 



    Finally, the seller declares that the bush decree is not
    applicable to the goods that form the subject of this deed.



 


		
	
    5.  
	
    Soil
    cleaning decree




 



    1. The transferee declares that:



 


			
	 	    • 
	
    an establishment has been incorporated on the part of the
    grounds that form the subject of this deed, namely the premises
    cadastred as region K numbers 46, 47/B and 48/P and 44/E,
    and/or an
    activity that was performed that is included in the list of
    establishments and activities that could lead to soil pollution,
    as meant in article 3 § 1 of the Soil cleaning
    decree and

	 
	 	    • 
	
    that on other premises, namely the premises cadastred in region
    K number 44/B, 45/A and 48/M, there was no establishment
    and/or
    activity was/were included in the list of establishes and
    activities that could lead to soil pollution, as meant in
    article 3 § 1 of the Soil cleaning decree.




 



    2. The seller declares that he has complied with the
    obligations imposed by articles 37 and so forth of said
    Soil cleaning decree. This means that for the premises cadastred
    as Region K numbers 46, 47/B, 48/P and 44/E:



 


			
	 	    • 
	
    An orientated soil study will be performed under supervision of
    the non-profit association LISEC on twenty five October two
    thousand and one,






    

    9








 






 


			
	 	    • 
	
    It is the Seller’s intention to transfer it to OVAM as per
    the document dated twenty six October two thousand and one,

	 
	 	    • 
	
    A report of the orientated soil study will be added to this
    document,

	 
	 	    • 
	
    From the soil reports below, it seems that no describing soil
    study will need to be performed, and that the transfer may
    continue.




 



    3. The seller declares that the buyer was informed
    about the content of the soil report issued by the OVAM on six
    November two thousand and one before the signing of this
    document, in accordance with article 36 § 1 of
    said Decree.



 



    The soil reports for the premises situated in region K number
    44/B, 45/A and 48/M (references
    R-562871/2,
    3 and 5) each states:



 



    “There is no data available about these premises in the
    register of polluted grounds. Comment:



 



    The grounds where the establishment is situated or where an
    activity is performed as included in the list meant in
    article 3 § 1 of the soil cleaning decree can,
    from one October nineteen hundred and ninety six, may only be
    transferred if an orientated study was presented to the OVAM,
    stating the transfer.



 



    This report replaces all previous reports.”



 



    The soil reports for the premises situated in region K number
    46, 47/B and 48/P (references
    R-562871/1.4,
    and 6) each states:



 



    “There are no data available about these premises in the
    register of polluted grounds.



 



    With the orientation soil study of the Business premises of
    “Pharming NV, Cipalstraat, 8, 2440 Geel”, performed by
    Lisec vzw on
    10/25/2001,
    where this cadastral premises is situated, there was increased
    concentrations in relation to the background value without a
    level being exceeded with this that could have serious
    consequences for humans or the environment.



 



    In accordance with the soil cleaning decree, it is not
    necessary to proceed with the soil cleaning.



 



    Comment:



 



    The grounds where the establishment is situated or where an
    activity is performed as included in the list meant in
    article 3 § 1 of the soil cleaning decree can,
    from one October nineteen hundred and ninety six, may only be
    transferred if an orientated study was presented to the OVAM,
    stating the transfer.



 



    This report replaces all previous reports.”



 



    The soil report for the premises cadastrally known as region
    K number 44/E (reference R-562871/7) states:



 



    “This cadastral premises is included in the register of
    polluted grounds.



 



    The evaluation of the severity is based on the orientated
    soil study “Orientated soil study Business premises
    Pharming NV, Cipalstraat, 8, 2440 Geel”, performed by Lisec
    vzw o
    10/25/2001,
    where the cadastral premises was included.



 



    From this it seems that concentrations were found where the
    quality of the soil is directly or indirectly negatively
    influenced or could be negatively influenced.



 



    In the view of the characteristics of the soil and the
    functions that it serves as indicated in said report, there are
    no signs of serious indications that forms historical soil
    pollution.



 



    Based on this, it is not necessary to proceed to soil
    cleaning, in accordance with the soil cleaning decree.





    

    10








 







    Comment:



 



    1. The grounds where the establishment is situated or
    where an activity is performed as included in the list meant in
    article 3 § 1 of the soil cleaning decree can,
    from one October nineteen hundred and ninety six, may only be
    transferred if an orientated study was presented to the OVAM,
    stating the transfer.



 



    2. If the identity of the owner
    and/or user
    was changed in the meanwhile, this must be communicated
    immediately to OVAM, always while stating our reference.



 



    This report replaces all previous reports.”



 



    4. The buyer declares that the agrees to the
    abovementioned statements and to accept the sold goods in their
    current condition.



 



    The seller declares, concerning the sold goods, that he is not
    aware of any soil pollution in accordance with the
    abovementioned report — that could lead to losses for
    the buyer or any third party, or that could lead to a cleaning
    obligation, to limited use or to other measures that could be
    imposed by the government in this regard.



 



    The buyer declares that he indemnifies the seller from any
    obligation for indemnification resulting from any soil pollution
    that could lead to a cleaning obligation or other measures that
    may be imposed by the authorities, and that the seller should
    have been aware of.



 



    5. The buyer declares that he is aware of the fact
    that he could order the nullification of a transfer that took
    place without all the stipulations from article 36 having
    been complied with. He declares that, when necessary, to confirm
    the previously concluded agreement and to surrender any claim
    for nullification that he could possibly institute based on
    article 36 § 4 of said Decree concerning this
    sale.



 




    3.
    GENERAL TERMS AND CONDITIONS OF TRANSFER



 



    1. The acquirer declares being fully informed about
    every related or not related to the sale. The transferee
    declares that a “due diligence” was performed.



 



    The acquirer confirms that he is informed about all property
    restrictions and rights of third parties. The seller and his
    commissioners cannot be held liable for the absence of certain
    goods that should be present in accordance with the bookkeeping
    or the inventory.



 



    2. All documents, plans and computer programs, which
    either belongs to the commercial fund or concerns the building
    if the immovable property and that are in the possession of the
    transferee must be handed to the acquirer.



 



    3. The acquirer will provide a room with all
    secretarial functions to the commissioners concerning the
    suspension and promises the cooperation of his employees, until
    the end of their assignment.



 


		
	
    4.  
	
    PRICE




 



    After the reading and listening to article 203 of the
    Registration fees Act, parties declare that this transfer is
    allowable and approved, providing that the price stated
    hereinafter, being the commitment of the acquirer:



 



    A/ The acquirer takes all outstanding debt over
    and commit to pay these within ninety days after being
    authorized to do so by the Chamber of Commerce (dated thirty
    October two thousand and one), with the exception of any
    intercompany-claims, being any debt to the public limited
    company PHARMING GROUP, the private limited company (governed by
    Dutch law) PHARMING TECHNOLOGIES, the private limited company
    (governed by Dutch law) PHARMING INTELLECTUAL PROPERTIES in a
    state of bankruptcy, the private limited company (governed by
    Dutch law) BROEKMAN INSTITUUT, the company governed by the law
    of the United States PHARMING HEALTHCARE Inc. And the private
    limited company (governed by Dutch law) PHARMING.





    

    11








 







    B/ The acquirer takes over all commitments toward the
    public limited liability company ARTEC, with registered
    offices in 2018 Antwerp, Van Peltstraat, 21, resulting from an
    applicable judicial ruling, in accordance with a procedure
    instituted by the summons of twenty eight June two thousand
    before the Chamber of Commerce in Turnhout for the hearing of
    twelve July two thousand and one.



 



    Further, the acquirer takes over all the commitments towards
    Mr D’AGNOLO Claudio, residing at 2920 Kalmthout,
    Vredelaan, 17, resulting from the summons of the transferee
    dated twenty eight May two thousand and one to appear before the
    Chamber of Commerce in Turnhout at the meeting of eleven June
    two thousand and one.



 



    The acquirer will, at its own expense and risk, continues with
    both procedures in the name of the transferee, or make an
    arrangement with the claimant and indemnify the transferee from
    all principal claims, costs and interests resulting from these
    procedures.



 



    C/ The acquirer had not recruited of the Pharming group
    and will not appoint any personnel of the Pharming group or
    conclude an employment contract with them. The commits to take
    all employment contracts of the transferee, as determined
    in the C.A.O. 32bis.



 



    In addition to this, the acquirer commits keep all the employees
    currently employed by the transferee in accordance with an
    indefinite employment contract, who are employed in Geel, until
    at least thirty October two thousand and two, unless in case of
    dismissal due to compelling reasons.



 



    D/ The acquirer will take over all commitments concerning
    the subsidies, granted by the “Institution for the
    Promotion of Innovation through Science and Technology in
    Flanders”, abbreviated “I.W.T.”, with its
    registered offices in Brussels Bisschoffsheimlaan and for the
    capital contributions of the Flemish Region.



 


		
	
    5.  
	
    Obligation
    transferee concerning the transgene rabbits.




 



    Concerning these rabbits, the acquirer receives all the rights
    and obligations of the transferee, without having any claim
    against the latter for this.



 



    [handwritten:] OFF



 




    OFFICIAL
    REGISTRATION



 



    In order to guarantee to payment of the abovementioned price and
    with the exclusion of any other monetary obligation that must
    still be performed, the mortgage registrar, who is requested to
    do this, will do an official registrations with the transfer of
    this deed for a total amount of eight million
    Euro (8,000,000 EUR) (322,719.200 BEF). For this
    balance, the seller retains the right to a conventional
    registrations.



 



    The undersigned notaries confirm that, in accordance with this
    decree the registration must be limited to eight million Euro
    (8,000,000 EUR) and that for the remaining obligations mentioned
    in this deed, the mortgage registrar is discharged from all
    official registrations.



 




    EXPENSES-LIABILITIES



 



    All expenses and liabilities of this decree are the
    responsibility of the acquirer.



 



    If VAT was due on this, for any reason whatsoever, this must be
    paid by the acquirer, as well as all other taxes and levies that
    could be levied on the transfer.



 




    SPECIAL
    STIPULATION



 



    Only the Belgian law is applicable; only the Chamber of Commerce
    in Turnhout has jurisdiction.





    

    12








 








    DECLARATION
    PRO FISCO



 



    1. Transfer of constructions. In application of
    article 159/8o

    of the Registration fee Act, the parties declare that parties
    allowed this sale in the scope of the VAT Act concerning the
    constructions.



 



    In this regard, the seller declared:



 



    1o That

    is he as VAT-payer is not registered as a professional seller,
    or that he, in the view of this sale for the VAT capacity opted
    as can be seen from the declaration in accordance with article
    one, paragraph one of the Royal Decree number fourteen of three
    June nineteen hundred and seventy, submitted on twenty four
    October two thousand and one at the regional office of the VAT
    in Geel, which declaration was registered under the file number
    12/2001;



 



    2o that

    the first collection for the immovable level of the
    constructions related to this sale, which took place on twenty
    one September two thousand and one (as can be seen from the
    document addressed to the instrumental notary by the Flanders
    Tax department, Property tax, in the document of twelve October
    two thousand and one, of which the acquirer declares having
    received a copy before this date).



 



    3o that

    the ground, where these summarized constructions were erected,
    is not also transferred, since the transferee only has a ground
    lease, as explained above, so that there are no outstanding
    registration fees and as such the ground value will not be
    estimated.



 



    Both parties declare that the constructions, in so far as this
    is necessary, pro fisco estimated at ten million five hundred
    and fifty thousand Euro (10,550,000 EUR) (425,585,950 BEF).



 


		
	
    2.  
	
    Transfer
    of everything.




 



    This transfer takes place in accordance with article 11 of
    the VAT Act on the sale of the fixed property and investments.



 


		
	
    3.  
	
    Transfer
    of the ground lease




 



    The liabilities pro fisco of the transfer of the ground
    lease are estimated on five percent (5%).



 




    DECLARATION
    CONCERNING VAT



 



    The executing notary confirms that he read articles 62
    § 2 and 73 § 1 of the VAT Act to the parties.



 



    When asked about his capacity as tax payer registered for VAT,
    the seller declared that he was subject to payment of VAT under
    number 458.398.640.



 




    FINAL
    STIPULATIONS



 



    1. The parties confirm that the undersigned notary also
    duly informed them about the rights, obligations and liabilities
    resulting from this deed and that he provided impartial advice
    to them. They declare that they will maintain and expressly
    approve all rights and obligations related to it.



 



    2. The executing notary confirms that the parties’
    identities have been verified by him according to the documents
    required by the law and presented to the parties.



 



    OF WHICH DEED, passed in Geel, at the office, on the
    abovementioned dated, and after integral reading and
    explanation, acknowledged by all parties, and signed by the
    parties and us, Notaries.



 



    (Signatures follow)



 



    Registered in Geel, on November 22,
    2001.  Seven pages, nine copies. Reg.5
    part 559 folio 16 block 2. Received: eighty three
    thousand seven hundred and one franc (=83,701 BEF). For the
    first present inspector, the first present verifier, (witness),
    I Gilis.



 



    (Appendices follow)





    

    13