EXHIBIT 10.31
CONFIDENTIAL TREATMENT REQUESTED
Redacted Portions are indicated by [****]
AMENDED AND RESTATED COLLABORATION AGREEMENT
THIS AMENDED AND RESTATED COLLABORATION AGREEMENT effective as of January 1,
2008 (the "Agreement") is made by and among Genzyme Corporation, a Massachusetts
corporation having its principal place of business at 500 Kendall Street,
Cambridge, Massachusetts 02142 ("Genzyme"), BioMarin Pharmaceutical, Inc., a
Delaware corporation having its principal place of business at 105 Digital
Drive, Novato, California 94949 ("BioMarin") 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").
Genzyme, BioMarin and BioMarin/Genzyme LLC are sometimes referred to herein
individually as a "Party" and collectively as the "Parties".
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 Manufacturing, Marketing and Sales
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
Manufacturing, Marketing and Sales Agreement and the Fill Agreement (as defined
herein).
C. BioMarin and Genzyme are hereby amending and restating 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 herein
and (2) engage in research and development activities that are mutually selected
and funded by BioMarin and Genzyme.
NOW THEREFORE, in consideration of the premises and of the covenants herein
contained, the Parties mutually agree as follows:
ARTICLE I
DEFINITIONS
For purposes of this Agreement, the terms defined in this Article shall have the
meanings specified below. Certain other capitalized terms are defined elsewhere
in this Agreement.
1.1 "Affiliate" shall mean any corporation or other entity which controls, is
controlled by, or is under common control with a Party. A corporation or other
entity shall be regarded as in control of another corporation or entity if it
owns or directly or indirectly controls more than fifty percent (50%) of the
voting stock or other ownership interest of the other corporation or entity, or
if it possesses, directly or indirectly, the power to direct or cause the
direction of the management and policies of the corporation or other entity