GTC Biotherapeutics, Inc. has requested that
the marked portions of this document be accorded
confidential treatment pursuant to Rule 24b-2
promulgated under the Securities Exchange Act
AMENDMENT NO. 14
This is Amendment No. 14, effective September 6, 1997 to the Cooperation Agreement dated September ,
1988, as subsequently amended (the "Amended Agreement") by and between Tufts University acting through its
School of Veterinary Medicine ("TUSVM") and Genzyme Transgenics Corporation ("GTC").
GTC and TUSVM hereby further amend the Amended Agreement as follows:
1. The Budget for Year 5 of the Further Extended Term is attached hereto as Exhibit I.
2. The first sentence of the definition of "Net Sales" as set forth in
Section 1 of the Amended Agreement is changed to read as follows:
"NET SALES - means the `adjusted amount' billed from an arms-length sale to independent third parties of
Transgenic Proteins, derived from animals which, as embryos, were micro-injected by TUSVM with a Genzyme
gene construct as part of the Project, by (i) GTC or an Affiliate (`GTC Direct Net Sales') or (ii) a sublicensee or
a distributor of GTC, or other non-Affiliate seller authorized by GTC to make such sales (individually or
collectively, 'Indirect Net Sales'."
3. The definition of "Distributor Fees" as set forth in Section 1 of the Amended Agreement is changed to read as
"DISTRIBUTOR FEES - means the income stream received by GTC or an Affiliate from a sublicensee or a
distributor as a result of:
(i) license fees,
(ii) royalties, or
(iii) other compensation,
and which derive from the sale or a percentage of the sale of Transgenic Proteins derived from animals which, as
embryos, were micro-injected by TUSVM with a Genzyme gene construct as part of the project.
TUSVM-GTC Cooperation Agreement
4. The expression "GTC Direct Net Sales" is substituted for the expression "IG Direct Ne