**Exhibit10.35**

 

RETENTION AGREEMENT

 

This Retention Agreement is made as of March 13, 2003by and between Transkaryotic Therapies, Inc., a Delaware company (the“Company”), and Daniel E. Geffken (the “Executive”).

 

RECITALS

 

WHEREAS, the Company and the Executive are parties tothat certain Employment Agreement, dated as of February 20, 1997 (the “OriginalAgreement”);

 

WHEREAS, the Executive has the right pursuant toSection 6(d) of the Original Agreement to terminate his employment with theCompany at any time upon 60 days prior written notice; and

 

WHEREAS, in order to induce the Executive to remainwith the Company, the Company and the Executive desire to amend certain termsand provisions of the Original Agreement.

 

NOW, THEREFORE, in consideration of the premises andfor other good and valuable consideration, the receipt and sufficiency of whichare hereby acknowledged, the parties agree as follows:

 

1.             Termination ofEmployment.  Notwithstanding theterms and provisions of the Original Agreement, including without limitation,Section 6(d), the Executive may terminate his employment under the OriginalAgreement, as amended by this Agreement (the “Employment Arrangement”), for anyreason upon at least one (1) day prior written notice at any time on or afterApril 1, 2003 (the date of termination of the Executive’s employment pursuantto this Section 1 or Section 6(a)(iii) of the Original Agreement being the“Termination Date”).

 

2.             SeveranceBenefits.  Upon the termination ofthe Executive’s employment pursuant to Section 1 hereof, the Company shallprovide, and the Executive shall receive, the following benefits:

 

(a)           TheCompany shall pay to the Executive the compensation and benefits otherwisepayable to the Executive under Sections 3 and 5 of the Original Agreement andall accrued but unused vacation through the Termination Date in a mannerconsistent with the Company’s policies on the date hereof.

 

(b)           TheCompany shall pay the Executive severance pay equal to $321,900.  Such severance pay (less applicable federaland state taxes and withholdings) shall be paid in a single lump sum no laterthan five (5) business days after the Termination Date.

 

(c)           TheExecutive may elect to continue group medical insurance pursuant to the federal“COBRA” law, 29 U.S.C. §1161 etseq.  All premium costs for COBRA continuation shall be paid by theExecutive.

 

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(d)           TheExecutive shall retain all home office equipment (including cellular telephone)currently located or primarily used at the Executive’s residence.

 

(e)           TheCompany shall continue to provide cellular telephone service to the Executivefor sixty (60) days following the Termination Date at the Company’s cost andconsistent with the manner in which the Company provided cellular telephoneservice to the Executive prior to the Termination Date.

 

(f)            TheExecutive hereby agrees that the Executive is not entitled to any airplanetickets under the Company airplane tickets benefit program.

 

(g)           TheCompany shall provide the Executive, at the Company’s expense, with executiveoutplacement services through Essex Partners for the twelve (12) months fromand after the Termination Date (the “Severance Period”); provided, however,that if the Executive does not engage Essex Partners, upon the request of theExecutive at any time within 120 days following the Termination Date, theCompany shall pay  the Executive asingle lump sum payment of $15,000.

 

(h)           TheCompany shall provide the Executive all Company contributions for which he iseligible under his 401(k) plan and deferred compensation arrangement for 2003,through the Termination Date.

 

(i)            Companyshall forward BioWorld to the Executive’s home e-mail address on a daily basisand shall forward BioCentury to his home e-mail address each Monday, in each case from the Termination Dateuntil the Company has received notice that the Executive has commenced newemployment.

 

3.             UnemploymentClaims.  The Company shall notcontest any unemployment claims made by the Executive.

 

4.             References.  The Company shall direct any and allrequests for references relating to the Executive by third parties to Mr.Jonathan Leff, a member of the Company’s Board of Directors, or such otherofficer or director of the Company as the Executive shall request. No one otherthan Mr. Leff or the officer or director requested by the Executive shallprovide a reference on behalf of the Company. All references for the Executiveprovided by Mr. Leff or such officer or director requested by the Executive shallbe favorable.

 

5.             Covenant Not toCompete or Interfere.

 

(a)           Section10(a) of the Original Agreement be and hereby is amended by deleting the firstsentence of Section 10(a) in its entirety and inserting in lieu thereof thefollowing sentence:

 

“(a)  Subjectto Section 10(b) below, during the term of this Agreement and the period endingtwenty-four (24) months from and after the termination of the Executive’semployment hereunder, the Executive shall not engage in any business (whetheras an officer, director, owner, employee, partner, consultant,

 

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advisor or other direct or indirect participant)engaged in the research, development or sale of products for the treatment oflysosomal storage disorders (the “Restricted Business”). Without limiting theforegoing, the Executive and the Company agree for purposes of this Section10(a) that BioMarin Pharmaceutical Inc., Amgen Inc. or Genzyme Corporation andany subsidiary of the foregoing named corporations which were such on theeffective date of this Agreement are engaged in the Restricted Business. Forpurposes of this Section 10(a), a “subsidiary” means only a corporation whichis more than 50% owned by one of the corporations named in the preceding sentence.”

 

(b)           Section6(a)(ii) of the Original Agreement is hereby amended by deleting clause (b)thereof regarding the Executive’s death and providing that termination for“Cause” may be effected in accordance with current clause (a), (c) or (e)thereof only if there is a failure to cure after 30 days’ written notice fromthe Company specifying in reasonable detail the nature of the “Cause.”

 

(c)           Section10(b) of the Original Agreement is hereby amended to provide that, if theEmployment Arrangement is terminated for any reason other than a termination bythe Company for “Cause” in accordance with Section 6(a)(ii) of the EmploymentArrangement, the provisions of Section 10(a) of the Original Agreement, asamended hereby, shall apply only until the expiration of the Severance Period.

 

6.             ConsultingServices.  The Executive may providesuch consulting services to the Company as the parties shall from time to timeagree.  The Executive shall becompensated for all such services at the rate of $250 per hour, provided thatin-person meetings shall be compensated at the greater of such hourly rate or$1000 per day, and for all reasonable out-of-pocket expenses.

 

7.             Indemnification.  In connection with the execution of thisAgreement, the Company and the Executive shall enter into an indemnificationagreement in the form attached hereto as Exhibit A.

 

8.             Notices.  Any notice required or permitted to be givenunder this Agreement to the Executive shall be sufficient if in writing and ifhand delivered or consigned for overnight delivery to a national courierservice or sent by certified or registered mail to his residence, or in thecase of the Company, to Transkaryotic Therapies, Inc., 700 Main Street,Cambridge, MA 02139, Attention: Board of Directors, or to such other offices oraddresses as the Company or the Executive shall designate from time to time bynotice to the other party.  Any noticegiven hereunder shall be effective on the earliest of (a) the date on which itis hand delivered or (b) the next business day after it is consigned to anational courier service or (c) three (3) days after it is deposited in theUnited States mails, postage prepaid.

 

9.             Waiver of Breach.  A waiver by the Company or the Executive ofa breach of any provision of this Agreement by the other party shall notoperate or be construed as a waiver of any subsequent breach by the otherparty.

 

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10.           Governing Law.  This Agreement shall be governed by andconstrued and enforced in accordance with the internal laws of the Commonwealthof Massachusetts.

 

11.           Expenses.  The Company shall reimburse the Executivefor the reasonable fees and expenses of his counsel, not to exceed $18,000 inthe aggregate, in connection with the negotiation of this Agreement and allrelated agreements.

 

12.           No OtherModification.  Except as set forthherein, the terms and provisions of the Original Agreement remain in full forceand effect.

 

13.           Entire Agreement.  This Agreement, together with the OriginalAgreement and the Indemnification Agreement, contain the entire agreement ofthe parties and supersede any prior understandings or agreements between theExecutive and the Company, excluding only the Executive’s rights under hisdeferred compensation arrangement with the Company and under the Company’sgroup health and welfare and retirement plans and the Executive’s rights withrespect to any stock options granted him by the Company, each as in existenceon the effective date hereof, all of which shall remain in full force andeffect in accordance with their terms. This Agreement may be changed only by an agreement in writing signed bythe party against whom enforcement of any waiver, change, modification,extension or discharge is sought.

 

***[Remainder of Page Intentionally Left Blank]***

 

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IN WITNESS WHEREOF, the parties have executed thisAgreement as of the date first above written.

 

**TRANSKARYOTIC THERAPIES, INC.**

 

 
| By:                                                               | /s/ Michael J. Astrue                 |   |
|-------------------------------------------------------------------|---------------------------------------|--------|
|                                                              | Michael J. Astrue                     |   |
|                                                              | President and Chief Executive Officer |   |
|                                                              |                                  |   |
|                                                              |                                  |   |
| **EXECUTIVE**                                                     |                                  |
|                                                              |                                  |   |
|                                                              |                                  |   |
|         /s/  Daniel E. Geffken |                                  |
| Daniel E. Geffken                                                 |                                  |
|                                                                   |                                       |        |  |

 

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