Exhibit 10.1
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:
[**] = 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.
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,