HAZARDOUS MATERIALS INDEMNITY AGREEMENT
THIS INDEMNITY AGREEMENT (the "Agreement") is entered into as of the 28th day of December, 1998,
by the undersigned (hereinafter referred to collectively as the "Indemnitors"), in favor of Genzyme Corporation
(the "Mortgagee") with its main office at One Kendall Square, Cambridge, Massachusetts 02139.
Reference is made to the following facts:
A. The Indemnitors have entered into an Amended and Restated Reimbursement Agreement dated as of the date
hereof (as amended from time to time, the "Reimbursement Agreement") pursuant to which the Mortgagee
agreed, subject to the terms and conditions set forth therein, to certain financial accommodations to Genzyme
Transgenics Corporation (the "Accommodations").
B. As a condition to making the Accommodations, Mortgagee requires that Indemnitors agree to indemnify and
hold harmless Mortgagee from any Environmental Claim, any Requirements of Environmental Law, and any
violation of any Environmental Permit, and all Costs (as the foregoing terms are defined in Exhibit A hereto), in
each case, relating to the Premises (as hereinafter defined). Mortgagee would not make the Accommodations
without this Agreement and Indemnitors acknowledge and understand that this Agreement is a material
inducement for Mortgagee's agreement to make the Accommodations.
C. One of the Indemnitors is the owner of each of the parcels described as "Owned Properties" on the attached
Exhibit B and is the tenant under certain leases (the "Leases") listed on Exhibit B, which leases relate to
occupancy of certain real property described as "Leased Properties" on Exhibit B. The Owned Properties and
the Leased Properties are individually and collectively referred to as the "Premises". The other Indemnitors are
affiliates of such owners and tenants.
NOW, THEREFORE, in consideration of the Mortgagee's agreement to make the Accommodations and for
other good and valuable consideration, the receipt and sufficiency of which are hereby