EXHIBIT 10.32
CONFIDENTIAL TREATMENT REQUESTED
Redacted Portions are indicated by [****]
MEMBERS AGREEMENT
This Members Agreement (this "Agreement") is made effective as of the 1st day of
January, 2008, by and among Genzyme Corporation, a Massachusetts corporation
having its principal place of business at 500 Kendall Square, Cambridge,
Massachusetts 02142 ("Genzyme"); BioMarin Pharmaceutical Inc., a Delaware
corporation having its principal place of business at 105 Digital Drive, Novato,
California 94949 ("BioMarin"); BioMarin Genetics, Inc., a Delaware corporation
and a wholly-owned subsidiary of BioMarin having its principal place of business
at 105 Digital Drive, Novato, California 94949 ("BioMarin Subsidiary"); and
BioMarin/Genzyme LLC, a Delaware limited liability company having its principal
place of business at 500 Kendall Street, Cambridge, Massachusetts 02142 (the
"Company"), of which BioMarin, BioMarin Subsidiary and Genzyme are the only
members. Genzyme, BioMarin, BioMarin Subsidiary and the Company are sometimes
referred to herein individually as a "Party" and collectively as the "Parties".
BioMarin, BioMarin Subsidiary and Genzyme are sometimes referred to herein
individually as a "Member" and collectively as the "Members".
RECITALS
WHEREAS, BioMarin, Genzyme and the Company are parties to a Collaboration
Agreement dated as of September 4, 1998 (the "Original Collaboration Agreement")
pursuant to which BioMarin and Genzyme, through the Company, develop,
manufacture, market and sell Aldurazyme;
WHEREAS, the Parties no longer desire to develop, manufacture, market and sell
Aldurazyme through a joint venture and instead have agreed that: (1) BioMarin
will manufacture Aldurazyme and sell finished product to Genzyme; (2) Genzyme
will label and commercially distribute, market and sell Aldurazyme globally;
(3) each of Genzyme and BioMarin may conduct its own research and development of
Aldurazyme and other Collaboration Products in accordance with the terms of the
Amended and Restated Collaboration Agreement (as defined below) and the
Manufacturing, Marketing and Sales Agreement among BioMarin, Genzyme and the
Company of even date herewith (the "Manufacturing, Marketing and Sales
Agreement"); and (4) the Company will maintain and provide intellectual property
licenses and sublicenses to BioMarin and Genzyme so that they may fulfill their
respective obligations under the Amended and Restated Collaboration Agreement,
the Manufacturing, Marketing and Sales Agreement, and the Fill Agreement among
BioMarin and Genzyme of even date herewith (the "Fill Agreement");
WHEREAS, BioMarin, Genzyme and the Company have entered into an amendment and
restatement of the Original Collaboration Agreement of even date herewith (the
"Amended and Restated Collaboration Agreement") so that hereafter the Company
will no longer engage in commercial activities and will solely (1) hold the
intellectual property relating to Aldurazyme and
license all such intellectual property on the terms set forth in the Amended and
Restated Collaboration Agreement and the Manufacturing, Marketing and Sales
Agreement to BioMarin and Genzyme and (2) engage in research and development
activities that are mutually selected and funded by BioMarin and Genzyme; and
WHEREAS, to effect the foregoing, the Members desire to acquire and assume from
the Company, and the Company desires to transfer and assign to the Members,
certain assets and Liabilities of the Company and its