CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
ASTERISKS DENOTE SUCH OMISSIONS.
GTC BIOTHERAPEUTICS, INC.
PHARMING GROUP N.V.
PHARMING INTELLECTUAL PROPERTY B.V.
THIS LICENSE AGREEMENT (this "AGREEMENT") is effective as of the date of the last signature below
(the "EFFECTIVE DATE") between and among GTC Biotherapeutics, Inc. (formerly Genzyme Transgenics
Corporation) ("GTC"), having a place of business at 175 Crossing Boulevard, Framingham, Massachusetts
01702-9322, U.S.A., and Pharming Group N.V. and Pharming Intellectual Property B.V., having a place of
business at 4 Archimedesweg, 2333 CA Leiden, The Netherlands (Pharming Group N.V. and Pharming
Intellectual Property B.V. collectively referred to herein as "PHARMING") (GTC and Pharming each individually
a "PARTY" and collectively the "PARTIES").
R E C I T A L S
WHEREAS, GTC and Pharming each have substantial programs and interest in the development of transgenic
WHEREAS, GTC and Pharming entered into that certain Agreement dated as of September 21, 1994 between
GTC and Pharming, as amended by the Amendment Agreement dated as of April 23, 1997, the Settlement
Agreement dated April 23, 1997, and the Second Amendment dated August
31, 1999 (the "CROSS LICENSE AGREEMENT");
WHEREAS, contemporaneously with entering into this Agreement, GTC and Pharming are entering into that
certain Amended and Restated License Agreement (the "RESTATED BIOGEN AGREEMENT") which
supercedes, amends, and restates that certain License Agreement dated December 26, 1990 entered into by and
between Biogen, Inc. and Genzyme Corporation, as amended by the Cross-License Agreement;
WHEREAS, the Parties wish to establish hereby a strategic relationship for the more efficient development of
WHEREAS, the Parties now wish to also terminate and supercede the Cross