21.
JURY TRIAL.
COMPANY AND SECURED PARTY (BY ACCEPTANCE
OF THIS AGREEMENT) MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED HEREON, ARISING
OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENTS
CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH OR ANY COURSE OF CONDUCT,
COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY
PARTY, INCLUDING, WITHOUT LIMITATION, ANY COURSE OF CONDUCT, COURSE OF DEALINGS,
STATEMENTS OR ACTIONS OF SECURED PARTY RELATING TO THE ADMINISTRATION OF THE
LOANS OR ENFORCEMENT OF THE LOAN DOCUMENTS, AND AGREE THAT NEITHER PARTY WILL
SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL
CANNOT BE OR HAS NOT BEEN WAIVED. EXCEPT AS PROHIBITED BY LAW, COMPANY HEREBY
WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION ANY SPECIAL,
EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN
ADDITION TO, ACTUAL DAMAGES. COMPANY CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF SECURED PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SECURED
PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER. THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR SECURED PARTY TO
ACCEPT THIS AGREEMENT AND MAKE THE LOANS.
SECTION 22.
Lost Items.
Upon receipt of an affidavit of an officer
of Secured Party as to the loss, theft, destruction or mutilation of this
Agreement or any certificates delivered in connection therewith which is not of
public record, and, in the case of any such loss, theft, destruction or
mutilation, upon cancellation of such Agreement or certificate, the Company will
issue, or cause to be issued, in lieu thereof, a replacement.
6
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
by its proper and duly authorized officer as of the day and year first above
written.
GENZYME TRANSGENICS CORPORATION
By:
/s/
JOHN B. GREEN
Name: John B. Green
Title: Senior Vice President
Accepted:
SILICON VALLEY BANK
By:
/s/
MICHAEL J. HAREWICK
Name: Michael J. Harewick
Title: Senior Vice President
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Schedule 1
Pledge Agreement between Genzyme Transgenics Corporation
and Silicon Valley Bank, as Secured Party
Pledged Shares
Issuer: Genzyme Transgenics Securities Corporation, a Massachusetts security
corporation
Class of Shares: Common
Number of Pledged Shares: 100
Date of Issuance: December 3, 1993
Date of Pledge: March
, 2002
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QuickLinks
PLEDGE AGREEMENT
W I T N E S S E T H
Schedule 1