Confidential material omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such
MASTER AGREEMENT RELATING TO THE PRODUCTION
GOAT’S MILK CONTAINING
RECOMBINANT HUMAN ALPHA FETOPROTEIN
BY AND BETWEEN
GTC BIOTHERAPEUTICS, INC.
MERRIMACK PHARMACEUTICALS, INC.
September 9, 2005
THIS AGREEMENT (the “Master Agreement”) is made this 9th day of September, 2005 (the “Effective Date”), by and
between Merrimack Pharmaceuticals, Inc. , a Massachusetts corporation (“Merrimack”) located at 101 Binney Street,
Cambridge, MA 02142 and GTC Biotherapeutics, Inc. , a Massachusetts corporation (“GTC”) located at 175 Crossing
Boulevard, Framingham, MA 01702. (GTC and Merrimack each individually a “Party” and collectively the “Parties”).
WHEREAS, Merrimack is a biotechnology company actively involved in the development of recombinant human alpha
WHEREAS, GTC is a leader in the development of therapeutic proteins in the milk of transgenic animals; and
WHEREAS, on May 11, 1999, Merrimack (then known as Atlantic Biopharmaceuticals, Inc.) and GTC entered into an
agreement under which GTC was to conduct a mouse feasibility study of human alpha fetoprotein (the “May 1999 Agreement”);
WHEREAS, on February 12, 2001, Merrimack and GTC entered into an agreement for the generation of goats transgenic for
human alpha fetoprotein expressed in milk (the “February 2001 Agreement” and together with the May 1999 Agreement, the
“Initial Agreements”); and
WHEREAS, on June 27, 2003, in order to more fully exploit the opportunities for the commercialization of Transgenic
rhAFP, Merrimack and GTC entered into the first definitive (Stage I) agreement for the purpose of producing Transgenic rhAFP
in the milk of transgenic animals for Merrimack’s use in pre-clinical studies, clinical trials and commercial distribution, to be
implemented in three stages through a series of definitive agreements between the Parties (the