**Exhibit 10.34**

INDEMNIFICATION AGREEMENT

 

This Agreement is made as of the 13th day of March2003, by and between Transkaryotic Therapies, Inc., a Delaware corporation (the“Corporation”), and Daniel E. Geffken (the “Indemnitee”), an officer of theCorporation.

 

WHEREAS, it is essential to the Corporation to retainand attract as directors and officers the most capable persons available, and

WHEREAS, the substantial increase in corporatelitigation subjects directors and officers to expensive litigation risks at thesame time that the availability of directors’ and officers’ liability insurancehas been severely limited, and

 

WHEREAS, it is now and has always been the expresspolicy of the Corporation to indemnify its directors and officers, and

 

WHEREAS, the Indemnitee does not regard the protectionavailable under the Corporation’s Certificate of Incorporation, as amended todate, and insurance as adequate in the present circumstances, and may not bewilling to serve or continue to serve as an officer without adequateprotection, and

 

WHEREAS, the Corporation desires the Indemnitee toserve, or continue to serve, as an officer of the Corporation.

 

NOW THEREFORE, the Corporation and the Indemnitee dohereby agree as follows:

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# 1.             Agreementto Serve.  The Indemnitee agrees toserve or continue to serve as an officer of the Corporation for so long as theIndemnitee is duly elected or appointed or until such time as the Indemniteetenders a resignation in writing.

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# 2.             Indemnificationand Advancement.  Indemnitee shallbe, and is entitled to all the benefits of indemnification set forth in ArticleVIII of the Certificate of Incorporation of the Corporation, including withoutlimitation provisions concerning advancement of attorneys fees and relatedexpenses, in effect at the time this Indemnification Agreement is executed.

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# 3.             Selectionof Counsel for Certain Matters. With regard to proceedings, inquiries or investigations, if any,involving government agencies and self-regulatory organizations, including butnot limited to congressional committees, sub-committees or staff, the U.S.Securities and Exchange Commission, the U.S. Food and Drug Administration, theU.S. Department of Health and Human Services and the NASD, Indemnitee hasselected Ropes & Gray as his counsel for all such matters and the executionof this Indemnification Agreement by the Corporation shall constituteratification of Indemnitee’s selection of independent counsel for thesepurposes and an acknowledgement of the Corporation’s intent to advance paymentsfor attorneys’ fees and expenses to the Indemnitee to the extent provided  under all relevant authority includingArticle VIII of the Certificate of Incorporation and Delaware law.

 

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INWITNESS WHEREOF, the Parties hereto have caused this Agreement to be dulyexecuted as of the day and year first above written.

 

 

|   |   |   | TRANSKARYOTIC  THERAPIES, INC. |
|--------|--------|--------|--------------------------------|
|   |   |   |                           |   |
|   |   |   | By:                            |     /s/ | Michael J. Astrue |
|   |   |   |                           |   |
|   |   |   | Name:                          | Michael  J. Astrue |
|   |   |   |                           |   |
|   |   |   | Title:                         | President  and Chief |
|   |   |   |                           | Executive  Officer |
|   |   |   |                           |   |
|   |   |   | INDEMNITEE:                    |
|   |   |   |                           |   |
|   |   |   |                           | /s/ | Daniel E. Geffken |
|   |   |   |                           |   |
|   |   |   | Name:                          | Daniel  E. Geffken |
|   |   |   | Title:                         | Senior  Vice President, Finance and |
|   |   |   |                           | Chief  Financial Officer |
|        |        |        |                                |  |  |  |  |  |

 

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