**Exhibit 10.39**

**ConfidentialMaterials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.**

**LICENSEAGREEMENT** made the 28 day of February, 2003

**BETWEEN**:

**WOMEN’SAND CHILDREN’S HOSPITAL**, a non-profit institution incorporated in SouthAustralia and of 72 King William Road, North Adelaide, South Australia (“**Licensor**”);

**AND**:

**TRANSKARYOTICTHERAPIES, INC.** 700 Main Street, Cambridge, Massachusetts (“**Licensee**”).

**WHEREAS**:

A.                                  Licensor has power togrant rights in respect of certain technology.

B.                                   The parties desire thatLicensor shall grant to Licensee a License to make, use, distribute and sellthe technology upon the terms hereinafter appearing.

**WHEREBY IT IS AGREED** as follows:

# 1.         RECITALS

The matters referred to in the recitals are true and correct in everymaterial particular and shall form part of this Agreement.

# 2.         INTERPRETATION

In this Agreement:

2.1.       “**Affiliate**” means:

            2.1.1     A company that is theparent company of Licensee;

            2.1.2     A company that is asubsidiary of the parent company of Licensee;

            2.1.3     A company that is asubsidiary of Licensee;

            2.1.4     A director of Licensee;

2.2.                           “**Commencement Date**” means February 28, 2003.

2.3.                           “**Field**” is the treatment of certainmucopolysaccharidosis (“**MPS**”) namely MPS I, II, IIIA and IIIB bymeans of gene therapy and/or protein replacement therapy, [**].

2.4.                           “**Know How**” means allspecifications, and quality control procedures and other technical or commercialknowledge or information whether patentable or not of the Unit in relation tothe Field in existence on the date of this Agreement or which come intoexistence as a result of the funded research under the Research Agreementduring the continuance of this Agreement.

2.5.                           “**License**” means theauthorities in this Agreement granted to Licensee under Clauses 3 through 5inclusive of this Agreement.

2.6.                           “**Licensor**” means Women’s andChildren’s Hospital and includes its successors and permitted assigns.

2.7.                           “**Licensee**” means TranskaryoticTherapies, Inc. and includes its successors and permitted assigns.

2.8.                           “**Net Sales Value**” shall meanthe invoiced amount billed on sales of Products in final packaging form made byLicensee, its Affiliates, or its sublicensees to an unrelated third party, lessthe following:

a)                                      amountsrefunded or credited for Products which were rejected, damaged, or returned;

b)                                     import, export, excise,and sales taxes; and

c)                                     credits, rebates and quantityor cash discounts.

The transfer of Products by Licensee or anyof its Affiliates to another Affiliate of Licensee or a sublicensee should notbe considered a sale; in such cases Net Sales shall be determined based on theinvoiced sales price by the Affiliate or sublicensee to the customer less theabove deductions.

If any Product is sold as a combination offunctional elements, the Net Sales Value shall be calculated by multiplying thenet sales price of the combination product by the fraction A over A+B, in which“A” is the standard fully absorbed cost of the product portion of thecombination, and “B” is the standard fully-absorbed cost of the otherfunctional elements of the combination, with such costs being determined inaccordance with generally accepted accounting practices. An example of acombination product is a medical device consisting of genetically modifiedcells held immobile by a permeable matrix composed of polymeric molecules,where the matrix is the product portion and the cells are the other functionalelement of the combination product.

2.9.                           “**Past Funded IP**” means allintellectual property rights developed as a result of the conduct of allresearch by the Unit prior to the Commencement Date pursuant to the 1996Research Agreement [**].

2.10.                    “**Past Non-Funded IP**” means allintellectual property rights developed as a result of any research conducted bythe Unit prior to the Commencement Date, other than pursuant to the 1996Research Agreement, [**].

2.11.                    “**Patents**” means any and allpatents and patent applications in the Field in Australia and throughout theworld which Licensor presently owns or controls or under which Licensor has theright to grant sub-licenses or that hereafter result from the funded researchunder the Research Agreement (or in respect of which the Research Agreementotherwise obliges Licensor to grant a license to Licensee), including patentscomprised in the Past Funded IP and the Past Non-Funded IP.  Patents as of the date of this Agreement arelisted in Exhibit A attached hereto. The expression “patents and patentapplications” shall, without limitation, extend to and include petty patents,inventors’ certificates, utility patents, patents of importation, patents ofconfirmation, patents of improvements, patents of addition, utility models andsubstitutions, extensions, re-issues, renewals, divisions, continuations orcontinuations-in-part thereof or therefor. References to “patents” and to “patent applications” shall extend toinclude, mutatis mutandis, any other intellectual property rights which may beof relevance including any registered designs, copyrights or trademarks.

2.12.                    “**Processes**” means the processes, methods ofmanufacture and procedures covered by Valid Claims of Patents or which utilizeTechnical Information.

2.13.                    “**Products**” means products whose manufacture,use or sale is covered by Valid Claims of Patents or which utilize TechnicalInformation, Past Funded IP or Past Non-Funded IP.

2.14.                    “**Research**” has the samemeaning specified for such term in the Research Agreement.

2.15.                    “**Research Agreement**” means thewritten Research Agreement between the parties entered into on or about thedate of this agreement relating to mucopolysaccharidosis research.

2.16.                    “**Settlement Agreement**” meansthe written Settlement Agreement between the parties entered into on or aboutthe date of this agreement relating to the 1996 Research Agreement and the 1996License Agreement.

2.17.                    “**Technical Information**” meansprocesses, methods of manufacture and procedures of Licensor relating to theField and in respect of which Licensor is obliged, pursuant to the ResearchAgreement, to grant Licensee a license.

2.18.                    “**Term**” means the period fromthe date of this Agreement to the day of expiry of the last surviving Patent,subject to early termination as provided in this Agreement.

2.19.                    “**Territory**” means [**].

2.20.                    “**Therapy**” excludes testing,screening and diagnosis.

2.21.     [**].

2.22.                    “**Valid Claim**” means a claim ofan issued Patent which has not been declared invalid or unenforceable by acourt of competent jurisdiction or an administrative agency from which noappeal can be or is taken.

2.23.                    “**1996 Research Agreement**”means the written Research Agreement between the parties dated 1 July 1996relating to mucopolysaccharidosis research.

2.24.                    “**1996 Licence Agreement**” meansthe written Licence Agreement between the parties dated 1 July 1996, as amendedon 1 July 1998.

# 3.         LICENSEGRANT

3.1.                           In relation to Patents,Technical Information, Processes and Products arising from the Research, inconsideration of the timely performance of all warranties and agreements inthis Agreement given or made by Licensee, Licensor hereby grants to Licenseeand Licensee hereby accepts an exclusive, worldwide license to such Patents andTechnical Information, with the right to grant sublicenses, to make and havemade, to use and have used, to sell and have sold such Products, and topractise and otherwise use such Processes for the duration of the Term subjectto and upon the terms in this Agreement.

 

3.2                              In relation to patents, technicalinformation, processes and products [**] within the Field during the term ofthe Research Agreement, which would be Patents, Technical Information,Processes and Products if they arose from the Research, in consideration of thetimely performance of all warranties and agreements in this Agreement given ormade by Licensee, Licensor hereby grants to Licensee and Licensee herebyaccepts an exclusive, worldwide license within the Field to such patents andtechnical information, with the right to grant sublicenses, to make and havemade, to use and have used, to sell and have sold such products, and topractise and otherwise use such processes for the duration of the Term subjectto and upon the terms in this Agreement.

 

In the event that any third party shallpropose to:

 

(i)                 sponsor research at Licensor in the Field; or

 

(ii)               enter into an academic research collaboration with Licensor

 

during the term of the Research Agreement,then Licensor shall promptly give notice of such proposal to Licensee.  Licensee shall review the proposed research,cognizant of the mutual goal of Licensor and Licensee to advance research inthe Field and commercialize Products. Licensee shall notify Licensor within thirty (30) days whether it iswilling to enter into negotiations with such third party regarding thedisposition of any patents, technical information, processes and productsarising from such third party-funded research or academic researchcollaboration.  In the event thatLicensee agrees to enter into negotiations with such third party, Licenseeshall negotiate in good faith, but nothing contained herein shall requireLicensee to come to agreement with such third party.

 

Alternatively,Licensor may enter into an academic research collaboration during the term ofthe Research Agreement with any third party (such as a university or othernon-profit research institution) provided that it:

 

(a)               notifies Licensee of the identity of the third party and obtainsLicensee’s consent to enter into the collaboration with that third party (suchconsent not to be unreasonably withheld, and provided that a failure byLicensee to respond to the request for consent within 30 days of the date ofthe request shall constitute consent); 

 

and

                                                 (b)        obtains a written undertaking from the third party thatLicensee will obtain an exclusive, worldwide license within the Field to anypatents, technical information, processes and products arising from suchcollaboration during the term of the Research Agreement.

3.3                               In relation to Patents,Technical Information, Processes and Products comprising or arising from thePast Funded IP, Licensor hereby grants to Licensee and Licensee hereby acceptsan exclusive, worldwide license to such Patents and Technical Information, withthe right to grant sublicenses, to make and have made, to use and have used, tosell and have sold such Products, and to practise and otherwise use suchProcesses for the duration of the Term subject to and upon the terms in thisAgreement.

3.4                               In relation to Patents,Technical Information, Processes and Products comprising or arising from thePast Non-Funded IP, Licensor hereby grants to Licensee and Licensee herebyaccepts an exclusive, worldwide license within the Field to such Patents andTechnical Information, with the right to grant sublicenses, to make and havemade, to use and have used, to sell and have sold such Products, and topractise and otherwise use such Processes for the duration of the Term subjectto and upon the terms in this Agreement.

# 4.         NATURE OFLICENSE

4.1.                           The rights granted toLicensee are an exclusive right within the Territory (and, in the case of therights granted to Licensee pursuant to clauses 3.2 and 3.4, within the Fieldonly) to manufacture, use, sell and supply or procure the manufacture, use,sale and supply under sub-License of Products.

4.2.                           The rights hereby grantedshall commence on the date of this Agreement and shall terminate on theexpiration of the Term, subject to early termination as herein provided.

4.3.                           Subject to the Licensor’srights to use the Patents and Technical Information for research purposes,Licensor shall not itself exercise or grant the same or equivalent rights toany other third party, except in the case of the License being converted tonon-exclusive status pursuant to Clause 6.4, without the consent in writing ofLicensee first had and obtained, which consent Licensee may in its absolutediscretion refuse.

# 5.         PATENTS,TRADEMARKS AND KNOW HOW

For the purposes of the License, Licensorhereby grants to Licensee:

5.1.                           An exclusive right (inthe case of the rights granted to Licensee pursuant to clauses 3.2 and 3.4,within the Field only) to use the intellectual or industrial property thesubject of the Patents and Technical Information.

5.2.                           Exclusive access (in thecase of the rights granted to Licensee pursuant to clauses 3.2 and 3.4, withinthe Field only) to instruction manuals and drawings and specifications or otherwritten or machine-readable technical material clearly explaining the subjectof the Patents and Technical Information.

5.3.                           Non-exclusive access (inthe case of the rights granted to Licensee pursuant to clauses 3.2 and 3.4,within the Field only) to all other Know How of Licensor in relation to thesubject of the Patents and Technical Information.

# 6.         DUEDILIGENCE OBLIGATIONS

 

6.1                              Licensee and Licensor acknowledge andagree that they both intend to bring high quality, safe and effective productsto patients suffering from MPS disorders. The Parties acknowledge and agree that the Parties shall communicateregularly in order to identify ways of achieving the mutual goal of bringingthese products to market as promptly as possible.  Licensee agrees that when high quality, safe and effectiveproducts are ready for commercialization in Licensee’s reasonable discretion,Licensee shall use its reasonable commercial efforts, consistent with soundbusiness practices, to commercialize, market and promote (by itself or bysub-licensees) Products covered by this Agreement within major markets withinthe Territory [**].  In the event thatLicensee determines that it cannot or will not commercialize a Product withinall or part of the Territory, it shall promptly notify Licensor at which pointLicensee shall [**].  Licensee shallkeep Licensor properly informed as to its development and commercialisationactivities and give to Licensor such information as Licensor may reasonablyrequest in relation to such activities. If Licensee is found (pursuant to clause 22 or by a Court) to havebreached its obligations under this clause 6, Licensor's sole remedy shall beto notify Licensee of its intention to convert the license under clause 3 to anon-exclusive license, to the extent it relates to the MPS disorder in respectof which the breach was committed, unless within ninety (90) days ofnotification by Licensor, Licensee remedies its failure.  If Licensor elects to convert the licenseinto non-exclusive status, then the royalty rate set forth in clause 14 onProducts for the applicable MPS disorder shall be reduced by [**] percent.  The Parties agree that nothing in thisclause 6 obliges Licensee to do anything that, at that time, it reasonablybelieves to be unethical.

 

6.2                              As a sign of its good faithintentions in relation to the development of Products capable ofcommercialisation (“Development Process”),Licensee agrees that if research proposals submitted to the Licensee by theLicensor from time to time or the results of the Research indicate that furtherresearch would be beneficial to the Development Process, then Licensee willgive due consideration to providing Licensor with additional funding for thepurpose of undertaking that research.

# 7.         RECORDS

7.1.                           Licensee shall keepcomplete records of all production and sales of Products and all orders andinquiries for orders received.

7.2.                           After Licensee makes itsfirst commercial sale of a Product, Licensee shall within one month of theexpiration of each March, June, September and December prepare and supply toLicensor a report of the conduct of the License during the preceding quarter.Such report shall include:

7.2.1                  quantities of Productsmanufactured distinguishing between different types of Products;

7.2.2                  quantities and salesvalues of Products sold distinguishing between different types of Products;

7.2.3                  sub-licenses granted;

7.2.4                  gross proceeds of theLicense (broken down into Net Sales Values of Products sold and royalties andlicense fees paid by sub-licensees); and

7.2.5                  royalties payable byLicensee in respect of such period.

# 8.         PRODUCTWARRANTIES

Licensee shall ensure that all Productssupplied in carrying on the License by Licensee are constructed of suitablematerials and are suitable for the purposes for which the Products areintended.

# 9.         COMPLIANCEWITH LAWS AND TECHNICAL STANDARDS

At its own expense Licensee shall promptlyidentify and ensure compliance with all applicable laws and industry standardsand shall forthwith obtain all necessary governmental or industry standards andapprovals relevant to the production and supply of Products in the Territory.

# 10.       INSPECTIONAND ACCESS

The Licensee shall permit the Licensor toexamine the Licensee’s books and records periodically during regular businesshours upon reasonable notice for the purpose only and to the extent necessaryto verify any sales provided pursuant to this Agreement. Any such examinationwill be made at the expense of the Licensor by an independent registered orcompany auditor who is reasonably acceptable to the Licensee and who shallreport to the Licensor only the amount of royalties due and payable hereunder.The Licensor agrees that any report (and any payment made pursuant thereto)submitted more than one year preceding the date of any such examination shallbe conclusively presumed to be correct. In the event that the auditordetermines that an inaccuracy in the sales report resulted in more than a fivepercent (5 %) deficiency in royalty payments to Licensor, Licensee shall pay(i) the costs of the audit and (ii) such deficiency in royalties within thirty(30) days from the date Licensee receives the audit report.

# 11.       REPORTS

The parties shall promptly exchange alltechnical reports respectively produced or procured by either of them inrespect of the development of therapeutic products for MPS I, II, IIIA andIIIB. Licensee shall present a detailed, written progress report covering thedevelopment of therapeutic products for MPS I, II, IIIA and IIIB to Professor JohnHopwood on the occasion of his annual visit to Licensee. Should anyinaccuracies, inconsistencies, omissions, errors or faults be found in thespecifications or use of the Processes, the party aware of same shall as soonas practicable notify the other party of same.

# 12.       COOPERATION

Each party shall give such reasonableassistance, cooperation and information to the other as shall be required toassist that party to carry out its obligations under this Agreement.

# 13.       INTELLECTUALAND INDUSTRIAL PROPERTY

13.1.                    Licensor to the best of itsknowledge warrants that it has the right to enter into this Agreement and noprovision of this Agreement will violate, conflict or infringe upon any rightswhatsoever of any person, firm or corporation.

13.2.                    Neither party shall during thecontinuance of this Agreement or thereafter use, divulge or communicate to anyperson whomsoever any confidential information concerning the other party orthe practices, dealings, transactions or affairs of the other party which mayhave been acquired by the party pursuant to the performance of this Agreement,save as required by law.

13.3.                    Licensee shall imprint or cause tobe imprinted on all relevant written materials supplied hereunder and allcopies thereof a copyright notice to the effect that the said materials aresubject to copyright and are confidential and are not to be disclosed to othersor publicly disseminated.

13.4.                    Licensee shall imprint or cause tobe imprinted on all Products the subject of a patent manufactured or suppliedunder this Agreement a patent notice to the effect that the same are subject topatent rights.

13.5.                    Licensee shall not do or commit anyact or omission whereby patent or other rights of Licensor in respect of thesubject matter of the Patents and Technical Information may become prejudiced,void or voidable.

13.6.                    Under the Research Agreement,Licensor has agreed to license any patents or patent applications invented, discoveredor created in the course of the Research to Licensee, subject to the terms andconditions of this License Agreement. In such event, the parties will amend Exhibit A and any suchadditional patents or patent applications will be treated as Patents hereunder.

13.7.                    Each party may defend any actionbrought against it alleging that the Patents, the Technical Information or theLicense infringes patent or other rights belonging to a third party.

13.8.                    Licensee shall, at its reasonablediscretion, notify Licensor of any infringement of the Patents and TechnicalInformation in the Territory by third parties (“**Infringement**”).  Licensor has the obligation to diligentlyprosecute any Infringement.  If Licensorfails to meet such obligation, Licensee shall have the right, but not theobligation, upon five (5) days written notice, to take control of theprosecution of an Infringement and bear the costs of such proceedings.  The Party that meets the obligation ofprosecuting any Infringement (i) shall be entitled to all damages and costs (ifany) awarded against third parties in favor of Licensee or Licensor, and (ii)shall have the control and conduct of all negotiations for settlement orcompromise of such proceedings.

13.9.                    In relation to the filing,prosecution and maintenance of Patents:

                                                 (a)        Licensee shall be responsible for thepreparation, filing, prosecution and maintenance of all patent applications andPatents in Australia, the United States, and in those other countries selectedby Licensee.  Prosecution shall beconducted by attorneys selected and supervised by Licensee, to which Licensorhas no reasonable objection.  Licenseewill keep Licensor apprised as to the status of each of the patent applicationsand Patents.

(b)                                Licensee shall beresponsible for all costs associated with the prosecution and maintenance ofthe licensed Patents.  These costs shallbe billed directly to Licensee by associated attorneys.

(c)                                each party shall givesuch reasonable assistance, cooperation and information to the other as shallbe required to assist that party to carry out its obligations under thisAgreement.

# 14.       PAYMENTS

14.1.                    Licensee in considerationof the use of the Patents and Technical Information shall pay to Licensor:

14.1.1              royalties in an amountequal to [**] percent ([**]%) of the Net Sales Value of Products sold orconsumed by Licensee and its sub-licensees in countries within the Territorywhere such sale or consumption is covered by a Valid Claim of any Patent;

14.1.2              for a period commencingon the date of the first commercial sale of a Product, and ending uponexpiration or termination of this Agreement, royalties in an amount equal to[**] percent ([**]%) of the Net Sales Value of Products sold or consumed byLicensee and its sub-licensees in countries within the Territory where suchsale or consumption is not covered by a Valid Claim but utilizes TechnicalInformation. In the event that a third party sells such a Product in a countrywithin the Territory where such sale or consumption is not covered by a ValidClaim, then the royalty paid to Licensor will be an amount equal to [**]percent ([**] %) of the Net Sales Value of Products sold or consumed byLicensee and its sublicensees.

14.2.                    It is acknowledged thatProducts may be sold by the Licensee in combination with or incorporated intosome other product incorporated into some other functional element. (Productwhen in combination with another functional element is herein called“combination products”). If a combination product is sold for a single price,any amount received by the Licensee from the sale thereof will be apportionedto the constituent part or parts thereof which constitute Product and to theconstituent part or parts which constitute functional element. Only that partof any amount received by the Licensee which is apportioned to Product willrepresent Net Sales Value and attract royalty. The basis of any apportionmentwill be as described in Clause 2.8.

14.3.                    Royalties shall becalculated quarterly for each of the three (3) month periods ended March, June,September and December and shall be payable within one (1) month of the end ofeach three (3) month period and payment shall be accompanied by the Reportreferred to in Clause 7.3

14.4.                    If at any time during theTerm the Licensee discovers that any product or process manufactured, sold,exercised or used by the Licensee or any of its sub-licensees or any method ofmanufacture of same or use thereof being the same subject of the Licenseinfringes claims of any unexpired patent, patent application or otherintellectual property right owned by a third party, then the Licensee maynegotiate with such third party for a License on such terms as the Licenseeconsiders appropriate. If the terms of settlement with any such third partyinclude a royalty bearing license, then the royalties otherwise payable underthis Agreement shall be reduced by the royalty or other payment paid to suchthird party. The offset in royalty should not be more than fifty percent (50%)of the total royalty payable by Licensee to Licensor.

14.5.                    All royalties and signingfees shall when payable be converted into the currency of Australia on thebasis of the weighted average exchange rate applicable on the first and lastdays of each quarter. All payments shall, subject to deduction of withholdingor other taxes Licensee is required by law to withhold, be paid in AustralianDollars by telegraphic transfer in clear funds to Licensor’s account atAdelaide or to such other bank or place as Licensor may from time to timenominate in writing.

14.6.                    If Licensee shall defaultin the due and punctual payment of any amount payable herein to Licensor andthat default is continuing for a period of thirty (30) days then and withoutlimiting any other right or remedy, Licensee shall be liable to pay defaultinterest at the current London Inter Bank Offer Rate plus three per centum (3%), adjusted monthly, on the outstanding amount until paid.

# 15.       INDEMNITY

Licensee shall defend, indemnify and holdharmless Licensor from and against any and all damages and liability, includingreasonable legal fees, costs and disbursements it may incur as a result ofproduct liability, trademark infringement, product recall or any other claimsnot specifically excluded elsewhere in this Agreement or events arising frommanufacture, sale or distribution of the Products by Licensee or itssub-licensees. Commencing on the date of first use of a Product in humans,Licensee shall at all times maintain in full force and effect a generalliability policy of insurance with product hazard coverage regarding the saleof the Products and the supply of Services by Licensee in a commerciallystandard amount and Licensee shall, on an annual basis, and at the writtenrequest of the Licensor furnish Licensor a certificate confirming suchcoverage.

# 16.       LEGALRELATIONSHIP

Nothing herein expressed or implied shall bedeemed to create any partnership or agency between the parties for theproduction, marketing or exploitation of the Patents or Technical Informationor otherwise. Neither party shall hold any of its agents, contractors,employees or servants to be the agent, contractor, employee or servant of theother party. Neither party shall pledge the credit of the other party nor enterinto contracts on its behalf. Each party shall indemnify and hold harmless theother party and any company related to the other party from any claims, demandsor liabilities with respect to damage to property or personal injury or deathof employees, contractors or agents of the indemnity or its own relatedcompanies while in or about the premises, plant or site of operations of theother party or any company related to the other party.

# 17.       THIRDPARTIES

17.1.                    This Agreement extends toand binds the parties and their respective successors and permitted assigns.

17.2.                    A party shall not assignor charge the benefits and obligations on that party’s part to be enjoyed orobserved herein to any person, firm or corporation without the prior consent inwriting of the other party (which consent shall not be unreasonably withheld)and the undertaking in writing by the assignee to be bound by this Agreement sofar as applicable.

17.3.                    Licensee may appointsub-licensees subject to Licensor ensuring that such sublicensee is not tradingin a country for which Australia has trade or diplomatic sanctions in place. Ifno such sanctions exist, Licensee is not required to obtain approval forappointment of sublicensees. Licensee agrees to ensure that no potentialsub-licensee is in litigation with Licensor at the time of the granting of asublicense.  Licensee agrees to provideLicensor with contact details for each sublicensee within 2 weeks ofentering into a sublicense agreement with that sublicensee, and will promptlynotify Licensor of any change in such contact details.

# 18.       NO WAIVER

No failure or delay on the part of a party toexercise any right or remedy hereunder shall operate as a waiver thereof norshall any single or partial exercise of any such right or remedy preclude anyother further exercise thereof or the exercise of any other right or remedyhereunder.

# 19.       FORCE MAJEURE

The parties shall not be liable for anyfailure to perform or observe any term of this Agreement if performance orobservance has been delayed, hindered, restricted or prevented by anycircumstance not within the direct control of the parties including, withoutlimiting the generality of the foregoing, Acts of God, strikes, lock-outs orother industrial disturbances, war hostilities or the threat or apprehensionthereof or any interruption to the supply of materials or information or anyaccident or breakdown of machinery or the making of emergency or essentialrepairs thereto or compliance with any valid order of any governmental orpublic authority and the time or times for performances of the obligations onthe respective parties’ parts to be performed herein shall be extended by aperiod equal to each such period of delay provided that such party shallforthwith give notice to the other party in accordance with the provisions ofthis Agreement and shall endeavor to remove or remedy the cause thereof withall due diligence and expedition.

# 20.       TERMINATION

The License shall immediately terminate uponthe occurrence of any of the following events:

20.1.                    Upon the expiration ofthe Term; or

20.2.                    If a party fails toperform or observe any of the obligations and undertakings on its part to beperformed herein and that party fails to remedy such breach within sixty (60)days of notice from the other party requiring the alleged breach to beremedied, such notice giving adequate particulars of the alleged breach and ofthe intention of the party giving notice to terminate the License forthwithupon expiration of the required remedy period; or

20.3.                    If a party enters intoliquidation (other than for the purposes of reconstruction) or if an order ismade or a resolution is passed for the winding up of a party or placing a partyunder official management or if a receiver or receiver and manager of theundertaking or property of a party or any part thereof shall be appointed; or

20.4.                    If the Licensee shallhave provided to the Licensor six months prior written notice of its intentionto terminate the License with respect to any one or more (including all)countries or Products, such termination to be effective on and from the date oftermination specified in that notice. Such termination shall relieve the Licensee from any obligations to payroyalties accruing from sales of Products the subject of such termination aftersuch termination or accruing from sales of Products in the country or countriesthe subject of the termination after such termination (as the case may be) butshall not relieve the Licensee of any obligations to pay royalties due oraccrued with respect to sales prior to the date of termination.  Termination of this Agreement with respectto any one or more (including all) countries or Products shall not affect anyother rights or obligations of a party which may have accrued prior totermination with respect to such country or countries or Product or Products.

20.5.                    Governmental diplomaticdevelopments or actions by any country or state adversely influencing thesubstantial performance or observance of any of the material terms of thisAgreement, without compensation to either party provided that any terminationof the License pursuant to this Clause shall be without prejudice to the rightsof either party against the other party which may have accrued up to andincluding the date of such termination.

20.6.                    Upon the happening of anyother event specified in this Agreement as terminating the Agreement.Termination of this Agreement shall not affect any rights or obligations of aParty which may have accrued prior to termination, including the payment ofroyalties due or accrued with respect to sales made prior to or after the dateof termination.

20.7.                    Any sublicenses grantedby Licensee during the term of this Agreement shall survive termination, andLicensor will be entitled to receive any consideration, including royalties, dueto Licensee thereunder, and shall have the right to terminate any suchsublicenses upon sixty (60) days notice of a material breach of the sublicensewhich is not cured prior to expiration of such period, and further providedthat Licensor will not assume, and will not be liable for, any representations,warranties or obligations of Licensee to any sublicensees.

# 21.       SALE ANDRETURN ON TERMINATION

Licensee shall immediately upon terminationof the License:

21.1.                    Complete any orders forthe sale of products that the Licensee has contracted to supply;

21.2.                    Offer for sale toLicensor at its value all and several of the Products that Licensee is nototherwise contracted to supply; and

21.3.                    Return to Licensor thespecifications of the subject matter of the Patents or Technical Information ineye or machine-readable form and all copies thereof;

 in thepossession or control of Licensee.

# 22.       ARBITRATION

If during the term of this Agreement or atany time thereafter any claim or dispute shall arise between the parties as totheir respective rights or obligations under this Agreement, such matter shallbe referred for final determination to an arbitrator in London, United Kingdom,to be appointed pursuant to the Rules of the London Court of InternationalArbitration. The arbitrator shall receive written and verbal submissions fromthe parties within the time appointed by the arbitrator and the arbitratorshall give reasonable consideration to such submissions before making adetermination. The arbitrator shall determine the matter in dispute for reasonsgiven in writing and shall dispatch a copy thereof to each party. Anydetermination made by the arbitrator pursuant to this Clause shall be final andbinding on the parties and may be entered in and enforced by any court ofcompetent jurisdiction. The costs and expenses of the arbitrator shall be borneequally between the parties. If this Clause shall be adjudicated as invalid,void or unenforceable by any Court of competent authority, then this Clauseshall be severed and deleted from this Agreement without prejudicing oraffecting the validity and enforceability of the remainder of this Agreement.

# 23.       CONFIDENTIALINFORMATION

In order to facilitate commercialization ofthe Products, the Parties shall disclose confidential information relevant tothe Research and either Party may disclose other confidential information suchas scientific engineering, economic, commercial or other technical data or information,biological materials, all methods, processes and procedures or know-how(hereinafter together “Confidential Information”) owned or controlled by it tothe other (the disclosing party being referred to as the “Disclosing Party”,and the receiving party as the “Receiving Party”).

23.1.                    In consideration of suchdisclosure, the Receiving Party agrees to maintain as confidential any and allInformation received from the Disclosing Party and to hold such Information intrust for the exclusive benefit of the Disclosing Party. Information disclosedby the Disclosing Party shall remain the exclusive property of the DisclosingParty and will be used by the Receiving Party solely for the purpose for whichit was disclosed. The Receiving Party will protect Information received fromthe Disclosing Party with at least the same degree of care as it uses toprotect the Receiving Party’s own Information. The Receiving Party will not useInformation disclosed by the Disclosing Party for itself or others or copy ordisclose such Information to anyone (except the Receiving Party’s employees, ona need-to-know basis).

The foregoingrestrictions on use and disclosure shall not apply to any Information of theDisclosing Party that:

23.1.1               was known to theReceiving Party prior to its disclosure to the Receiving Party by theDisclosing Party as evidenced by written documents predating the ReceivingParty’s receipt of such Information; or

23.1.2               is public knowledge atthe time of its disclosure to the Receiving Party or became public knowledgeafter its disclosure to the Receiving Party through no act or omission or onits behalf; or

23.1.3               is lawfully disclosed ormade available to the Receiving Party by a third party having no direct orindirect obligation to the Disclosing Party to maintain the confidentiality ofsuch Information;

23.1.4               is independentlydeveloped by the Receiving Party without the aid or benefit of Informationdisclosed to the Receiving Party by the Disclosing Party; or

23.1.5               is disclosed by the ReceivingParty pursuant to a subpoena lawfully issued by a court or governmental agency providedthat the Receiving Party notifies the Disclosing Party immediately upon receiptof any such subpoena.

The Receiving Party will promptly return tothe Disclosing Party upon request all Information of the Disclosing Party (andany copies, reproductions, digests, abstracts or the like of such Information)in its possession or under its control at the time of such request and destroyany computer entries relating thereto.

# 24.       LIABILITYFOR AFFILIATES

Licensee shall be vicariously responsible forthe obligations and undertakings herein to be observed or performed byAffiliates. Any act or omission by an Affiliate that would, if it had been anact or omission by Licensee, constitute a breach of this Agreement shall bedeemed a breach of this Agreement by Licensee.

# 25.       OTHERDOCUMENTS

The parties shall do all such acts, mattersand things and shall sign or execute and deliver all such documents as may inthe reasonable opinion of Licensor be necessary or expedient to further andmore effectually carry into effect the provisions of this Agreement.

# 26.       OTHERAGREEMENTS

This Agreement, the Research Agreement andthe Settlement Agreement contain the entire agreement between the parties withrespect to the subject matter hereof and the parties agree that this Agreement,the Research Agreement and the Settlement Agreement supersede and prevail overany prior agreement or understanding between the parties.  The parties agree that, to the extent of anyinconsistency between this Agreement and the Research Agreement, the ResearchAgreement will prevail.

# 27.       AMENDMENT

No amendment of this Agreement shall bind theparties unless made in writing expressed to be supplemental to or insubstitution for the whole or a part of this Agreement.

# 28.       NOTICES

A notice to be given or made pursuant to thisAgreement shall be in writing in English and may be signed by the authorizedagent of the party giving same and may be served either:

28.1.     Personally.

28.2.                    By posting the same byregistered or certified mail to a party at its address hereinbefore appearingor at any other address of which prior notification shall have been given bythe addressee prior to the dispatch of the said notice and any notice given bypost shall be deemed to have been received by the addressee at the expirationof fourteen (14) days after the same has been properly posted.

28.3.     By facsimiletransmission:

To Licensor:                                                                      Ms Sophie Lazenkas

LysosomalDiseases Research Unit

Women’s andChildren’s Hospital

72 King WilliamRoad

North Adelaide

South Australia

Tel:  61 8 8161 7101

Fax:  61 8 8161 7100

to Licensee:                                                                         Dr Doug Treco

Senior VicePresident, Research and Development

TranskaryoticTherapies Inc.

700 Main Street

Cambridge, MA02139

Tel:                           1-617-349-0218

Fax:                        1-617-491-7903

or any other facsimile number of which priornotification shall have been given to the sender prior to the transmission ofthe facsimile and any facsimile transmission shall be deemed to have beenserved on the date of transmission by the sender provided that the sender shallreceive confirmation of receipt from the recipient.

# 29.       GOVERNINGLAW

This Agreement shall be governed by the lawsof the United Kingdom and in default of arbitration as hereinbefore referred tothe parties agree by their execution hereof to submit to the non-exclusivejurisdiction of the courts of that nation in respect of all matters arisingunder this Agreement.

# 30.       SEVERANCE

If any provision or part thereof of thisAgreement is or shall be for any reason void, invalid or unenforceable then theremainder thereof shall in no way be affected thereby but shall continue infull force and effect.

# 31.       COSTS

Each party shall bear its own costs of andincidental to the negotiation, preparation and execution of this Agreement.

# 32.       COUNTERPARTS

This Agreement may be executed in twocounterparts each of which shall together constitute but one original document.

 

**INWITNESS** whereof the duly authorised representatives of theparties have signed this Agreement on the day and year first mentioned above.

 
| **SIGNED** by ** **                                              | )                                                                          |
|-----------------------------------------------------------------------|----------------------------------------------------------------------------|
| for and on behalf of **WOMEN’S AND**                             | )                                                                          |
| **CHILDREN’S HOSPITAL**                                          | )   ............................................................ |
| **as its duly  authorised representative**                            | )                                                                          |
| **in the presence  of:**                                              | )                                                                          |
|                                                                  |                                                                       |
|                                                                  |                                                                       |
| **.................................................................** |                                                                       |
| **Witness**                                                           |                                                                       |

 

 
| **SIGNED** by ** **                                              | )                                                                          |
|-----------------------------------------------------------------------|----------------------------------------------------------------------------|
| for and on behalf of **TRANSKARYOTIC**                                | )                                                                          |
| **THERAPIES INC**                                                     | )   ............................................................ |
| **as its duly  authorised representative**                            | )                                                                          |
| **in the presence  of:**                                              | )                                                                          |
|                                                                  |                                                                       |
|                                                                  |                                                                       |
| **.................................................................** |                                                                       |
| **Witness**                                                           |                                                                       |