Exhibit 10.2
MANUFACTURING, MARKETING AND SALES AGREEMENT
THIS MANUFACTURING, MARKETING AND SALES AGREEMENT (this "Agreement") is made
effective as of the 1st day of January, 2008 (the "Effective Date"), by and
among BioMarin Pharmaceutical Inc., a Delaware corporation having its principal
place of business at 105 Digital Drive, Novato, California 94949 ("BioMarin");
Genzyme Corporation, a Massachusetts corporation having its principal place of
business at 500 Kendall Square, Cambridge, Massachusetts 02142 ("Genzyme") and
BioMarin/Genzyme LLC, a Delaware limited liability company having its principal
place of business at 500 Kendall Street, Cambridge, Massachusetts 02142
("BioMarin/Genzyme LLC").
RECITALS
A.
BioMarin, Genzyme and BioMarin/Genzyme LLC
are parties to a Collaboration Agreement dated as of September 4, 1998 (the
"Original Collaboration Agreement") pursuant to which BioMarin and Genzyme
through BioMarin/Genzyme LLC develop, manufacture, market and sell Aldurazyme
(as defined herein).
B.
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 (as
defined herein) in accordance with the terms of this Agreement and the Amended
and Restated Collaboration Agreement (as defined herein); and
(4) BioMarin/Genzyme LLC will maintain and provide intellectual property
licenses and sublicenses to BioMarin and Genzyme so that they may fulfill their
respective obligations under this Agreement, the Amended and Restated
Collaboration Agreement and the Fill Agreement (as defined herein).
C.
BioMarin and Genzyme have amended and
restated the Original Collaboration Agreement so that hereafter BioMarin/Genzyme
LLC 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 herein to BioMarin and Genzyme on the terms set
forth in the Amended and Restated Collaboration Agreement (as defined below) and
(2) and engage in research and development activities that are mutually selected
and funded by BioMarin and Genzyme.
D.
To effect the foregoing, the Parties are
also entering into (1) a separate Fill Agreement of even date herewith pursuant
to which Genzyme will continue to provide fill services for Aldurazyme to
BioMarin (the "Fill Agreement"); (2) the aforementioned amendment and
restatement of the Original Collaboration Agreement of even date herewith (the
[**] = Portions of this exhibit have been omitted pursuant to a confidential
treatment request.
An unredacted version of this exhibit has been filed
separately with the Commission.
"Amended and Restated Collaboration Agreement"); and (3) a Members Agreement of
even date herewith pursuant to which certain current assets and liabilities of
BioMarin/Genzyme LLC and its subsidiaries will be distributed to its Members
(the "Members Agreement").
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises set forth in this
Agreement and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties hereto hereby agree as