EXHIBIT 10.30
CONFIDENTIAL TREATMENT REQUESTED
Redacted Portions are indicated by [****]
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 "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 follows:
1. DEFINITIONS.
1.1 "Adverse Experience" shall mean any undesirable physical, psychological or
behavioral effect experienced by a human