Confidential material omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such
MANUFACTURING SERVICE AGREEMENT
This Manufacturing Service Agreement is made and entered into as of September 9, 2005 (the “ Effective Date ”), by and
Merrimack Pharmaceuticals, Inc ., a company organized and existing under the laws of the Commonwealth of Massachusetts,
having its principal place of business at 101 Binney Street, Cambridge, Massachusetts 02142 (“ Merrimack ”), and
GTC Biotherapeutics, Inc. , a corporation organized and existing under the laws of the Commonwealth of Massachusetts,
having its principal place of business at 175 Crossing Boulevard, Framingham, MA 01701-9322 (“ GTC ”).
STATEMENT OF FACTS
Merrimack and GTC have entered into a Master Agreement (dated the date hereof) which sets forth certain business and legal
considerations which will govern this Manufacturing Service Agreement.
Merrimack desires to purchase from GTC, and GTC desires to provide, certain Manufacturing Services relating to the
manufacture of Merrimack Product for the use in Phase I and Phase II clinical trials.
Now, therefore, in consideration of the mutual covenants and agreements contained in the Master Agreement and this
Manufacturing Service Agreement and any Exhibits annexed hereto, the Parties, intending to be legally bound, agree as follows:
INTERPRETATION AND APPLICATION
1.1 Defined Terms . In addition to terms otherwise defined in this Manufacturing Service Agreement, the following terms have
the specified meanings for purposes of this Manufacturing Service Agreement:
“ Breeding ” means the process by which Merrimack’s transgenic animals are impregnated by either natural or artificial
methods and the process by which GTC’s non Tg females are bred with Merrimack’s Tg males, in each case in order to
expand the herd of Merrimack animals or for the production of Source Material
“ Campaign ” means a discreet period of tim