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This instrument is subject to the terms of a Subordination Agreement dated the date hereof by and between Genzyme
Corporation and Silicon Valley Bank.
SUBORDINATED SECURED PROMISSORY NOTE
For value received, the undersigned Genzyme Transgenics Corporation (" GTC ") promises to pay to Genzyme Corporation
(" Genzyme "), or order, at its office at One Kendall Square, Cambridge, MA 02139, the principal sum of Four Million Seven
Hundred Seventy-Two Thousand Eight Hundred Fifty Dollars ($4,772,850.00) , in two equal installments of Two Million Three
Hundred Eighty-Six Thousand Four Hundred Twenty-Five Dollars ($2,386,425.00) , the first such installment to be due and
payable on April 4, 2005, and the second such installment to be due and payable on April 4, 2006.
1. Interest. The principal amount from time to time outstanding shall bear interest computed at a rate equal to the
LIBOR Rate plus one percent (1.00%) per annum, which interest rate shall change on the date of each change in the LIBOR Rate.
" LIBOR Rate " means the rate for a ninety (90) day period (each such 90-day period a " LIBOR Period ") appearing in The Wall
Street Journal two Banking Days prior to the commencement of such LIBOR Period and effective as of the first day of such
LIBOR Period. The initial LIBOR Period shall commence on the date of this Note. If any LIBOR Period would otherwise end on a
date that is not a Banking Day, such LIBOR Period shall instead end on the next succeeding Banking Day. " Banking Day "
means a day on which commercial banks are open for business in Boston, Massachusetts and, with respect to determinations of
the LIBOR Rate, on which the London interbank market is open. Interest shall be payable in arrears on each of June 30th,
September 30th, December 31st, and March 31st of each year following the date hereof, with the final interest payment due and
payable on the date the final principal paym