EX-10.31 16 a2152800zex-10_31.txt EXHIBIT 10.31 Exhibit 10.31 EXECUTION COPY NORTH AMERICAN TERMINATION AND TRANSITION AGREEMENT BY AND BETWEEN GENZYME CORPORATION AND WYETH ACTING THROUGH ITS WYETH PHARMACEUTICALS DIVISION NOVEMBER 3, 2004 CONFIDENTIAL NORTH AMERICAN TERMINATION AND TRANSITION AGREEMENT THIS NORTH AMERICAN TERMINATION AND TRANSITION AGREEMENT (THE "AGREEMENT") is entered into as of November 3, 2004 (the "SIGNING DATE") by and between Genzyme Corporation, a Massachusetts corporation ("GENZYME"), and Wyeth, a Delaware corporation, acting through its Wyeth Pharmaceuticals division ("WYETH"). Unless the context clearly requires otherwise, all references to Genzyme and Wyeth shall include any predecessor entity thereto that was a party to the Synvisc Agreements (defined below), including Biomatrix, Inc. ("BIOMATRIX"), in the case of Genzyme, and American Home Products Corporation, acting through its Wyeth-Ayerst Laboratories Division ("AHP"), in the case of Wyeth. Genzyme and Wyeth are referred to individually as a "Party" and collectively as the "Parties." RECITALS WHEREAS, Genzyme and Wyeth are parties to the Synvisc Agreements (defined below) regarding the development, supply and marketing of intra-articular treatments of osteoarthritis by viscosupplementation; WHEREAS, the Parties now desire to terminate the Synvisc Agreements; WHEREAS, Wyeth desires to transfer or license to Genzyme, in some cases, and revert back to Genzyme, in other cases, and Genzyme desires to acquire or license from Wyeth, all of Wyeth's right, title and interest in and to certain of Wyeth's assets relating to the Synvisc Products (defined below); and WHEREAS, Genzyme desires to obtain performance of specified transitional services from Wyeth, and Wyeth is willing to perform such services for Genzyme. NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and agreements contained in this Agreement, the Parties hereby agree as follows: ARTICLE 1 DEFINITIONS The following terms, when capitalized, shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined) as used in this Agreement: 1.1 "AFFILIATE" means, with respect to any person, any person which, directly or indirectly through the ownership of equity securities or through other arrangements, either controls, or is controlled by or is under common control with, such person. A person shall be deemed to be in control of another entity if it owns or controls at least fifty percent (50%) of the equity securities of the subject entity entitled to vote in the election of directors (or, in the case of an entity that is not a corporation, for the election of the corresponding managing authority); PROVIDED, HOWEVER, that a person shall not be deemed to be in control of an entity in which a person owns a majority of the ordinary voting power to elect a majority of the board of directors [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. 1 or other governing board but is restricted from electing such majority by contract or otherwise, until such time as such restrictions are no longer in effect. As used in this Section 1.1, the term "person" shall mean any individual, corporation, partnership, trust, unincorporated organization or a government or any agency or political subdivision thereof. 1.2 "BENEFIT ARRANGEMENT" means the arrangements referenced in Section 6.1(b). 1.3 "CAUSE" shall have the meaning set forth in Section 6.2(b)(ii). 1.4 "CODE" means the Internal Revenue Code of 1986, as amended. 1.5 "CUMULATIVE NET SALES" means the aggregate amount of Synvisc Net Sales during the Term. 1.6 "EMPLOYEES" means those individuals as set forth on SCHEDULE 1.6. 1.7 "EMPLOYEE PLANS" shall have the meaning set forth in Section 6.1(a). 1.8 "ENCUMBRANCE" means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, equitable interest, claim, preference, right of possession, lease, license, encroachment, covenant, infringement, interference, order, right of first refusal, defect, reservation, limitation, impairment, imperfection of title, condition or restriction of any nature, including any restriction on the transfer of any asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset; except any of the foregoing or other matters, individually and in the aggregate, that are not materially adverse to, or materially interfere with, the use of the asset as they are currently or contemplated to be used or their adequacy for such use. "Encumbered" has a correlative meaning. 1.9 "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. 1.10 "ERISA AFFILIATE" means, with respect to any entity, any other entity which, together with such entity, would be treated as a single employer under Section 414 of the Code. 1.11 "FDA" means the United States Food and Drug Administration, or any successor agency thereto. 1.12 "GENZYME COLLABORATION IP" means any and all intellectual property rights licensed to Wyeth pursuant to the terms of the Synvisc Agreements. 1.13 "GENZYME CONFIDENTIAL INFORMATION" means any (a) Information and other information and materials furnished to Wyeth by Genzyme pursuant to the Synvisc Agreements or this Agreement; (b) Information relating solely to the Synvisc Products, which Information was developed by or on behalf of Wyeth in the course of the collaboration under the Synvisc Agreements; and (c) provisions of this Agreement that are the subject of an effective order of the [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. 2 U.S. Securities and Exchange Commission granting confidential treatment pursuant to the Securities Act of 1934, as amended. 1.14 "GENZYME'S SAVINGS PLAN(S)" shall have the meaning set forth in Section 6.3(c). 1.15 "GENZYME'S SPENDING ACCOUNT PLAN" shall have the meaning set forth in Section 6.3(h). 1.16 "GENZYME'S WELFARE PLANS" shall have the meaning set forth in Section 6.3(d). 1.17 "GOVERNMENT CONTRACTS" means the contracts between Wyeth or its Affiliates and governmental agencies with respect to Synvisc Products as set forth on SCHEDULE 1.17. 1.18 "HSR ACT" means the Hart Scott Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder. 1.19 "INFORMATION" means techniques, information, know-how and data relating to commercialization of the Synvisc Products and including (but not limited to) marketing, pricing, distribution, cost, sales and manufacturing data or descriptions. 1.20 "INVENTION" means any patentable invention or discovery relating to the Synvisc Products. 1.21 "KNOW-HOW" means any and all product specifications, processes, product designs, plans, trade secrets, ideas, concepts, manufacturing, engineering and other manuals and drawings, standard operating procedures, flow diagrams, chemical, pharmacological, toxicological, pharmaceutical, physical and analytical, safety, efficacy, stability, quality assurance, quality control and clinical data, technical information, data, research records, compositions, process validation reports, analytical method validation reports, specifications for stability trending and process controls, testing and reference standards for impurities and degradation products, customer and supplier lists and similar data and information, formulation for administration and all other confidential or proprietary technical and business information whether written or oral and in whatever format kept. 1.22 "PATENT" means patents, applications for patent, provisional applications for patent, and any patents issuing therefrom, including any divisions, continuations, continued prosecution applications and continuations-in-part thereof, confirmations, and reexamination certificates, renewals, reissue patents, patent extensions and patent term restorations, and any foreign equivalents of the foregoing or corresponding patents or patent applications, in each case filed anywhere in the Territory. 1.23 "PENSION PLAN" means an employee pension benefit plan (as such term is defined in Section 3(2) of ERISA) that is intended to qualify under Section 401(a) of the Code, is subject to the funding requirements of Section 412 of the Code and is maintained by Sellers or an ERISA Affiliate. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. 3 1.24 "PRODUCT LIABILITY" means a breach of any product warranty (whether express or implied), strict liability in tort, product recall, or any other liability, claim or expense arising from the manufacturing, packaging, labeling (including instructions for use), marketing, distribution or sale of Synvisc Products (whether for clinical study purposes, commercial use or otherwise). 1.25 "SUPPLY AGREEMENT" means that certain Supply Agreement by and between Biomatrix and AHP, dated as of February 7, 1997, as amended. 1.26 "SYNVISC ADVERSE MEDICAL EXPERIENCE" means any medical complaint from a user of the Synvisc Product without regard to whether the medical complaint was related to Synvisc Product use. 1.27 "SYNVISC AGREEMENTS" means the Supply Agreement, the Trademark License Agreement and the U.S. License Agreement. 1.28 "SYNVISC NET SALES" means the total gross invoice price received from the sale of all Synvisc Products by Genzyme, its Affiliates and licensees in the Territory during the Term to non-Affiliated distributors, wholesalers, hospitals, retail pharmacies, patients, physicians, clinics and other Third Party purchasers, less, provided that such items do not exceed reasonable and customary amounts in the Territory, (i) trade, cash and quantity discounts actually allowed and taken with respect to such sales or because of rebates or retroactive price reductions and billing corrections with respect to sales; (ii) tariffs, duties, excises, sales taxes, value added or other taxes imposed upon and paid with respect to such sales (excluding national, state or local taxes based on income); (iii) amounts repaid or credited to third party purchasers by reason of rejections, defects, recalls or return; and (iv) reasonable freight, transportation and insurance expenses actually paid. Such amounts shall be determined from the books and records of Genzyme, its Affiliates and licensees maintained in accordance with generally accepted accounting principles, consistently applied. In the case of any sale or other disposal of Synvisc Product between or among Genzyme and its Affiliates or licensees, for resale, Net Sales shall be calculated as above only on the amount received from the first arm's length sale thereafter to a Third Party. 1.29 "SYNVISC PRODUCT(s)" means (a) hylan gel-fluid 20 (hylan G-F 20), including the product currently known as "Synvisc", (b) all extensions of label claims for such products, including new dosage and presentation forms and packaging improvements therefor, and (c) the bacterially-fermented HA (hylastan SGL-80) product currently under development by Genzyme, sometimes referred to as AVS, in each case for all uses and applications thereof so long as such products are approved for the treatment of osteoarthritis. Synvisc Product does not include any product in which the Synvisc Product described in the foregoing (a), (b) or (c) is used as a carrier for local delivery of a therapeutic agent which is approved by the FDA in the United States of America or the HPB in Canada and is proprietary to Genzyme. 1.30 "TERM" means the period from the Closing Date to June 30, 2012. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. 4 1.31 "TERRITORY" means United States of America, Canada and, solely to the extent Genzyme reacquires for itself rights to Synvisc Products from its licensee in Mexico, Mexico, in each case at any time during the Term. 1.32 "THIRD PARTY(-IES)" means any person or entity other than Genzyme or Wyeth and their respective Affiliates. 1.33 "TRADEMARK LICENSE AGREEMENT" means that certain Trademark License Agreement by and between Biomatrix and AHP dated as of February 7, 1997, as amended. 1.34 "TRANSFERRED EMPLOYEES" shall have the meaning set forth in Section 6.2(a). 1.35 "U.S. LICENSE AGREEMENT" means that certain United States License Agreement by and between Biomatrix and AHP, dated as of February 7, 1997. 1.36 "VISCOSUPPLEMENT PRODUCT" means a locally delivered product derived from Hyaluronan, sodium hyaluronate or any other polymeric biomaterial that is intended to treat the pain associated with osteoarthritis. Viscosupplement Product does not include any product in which Hyaluronan, sodium hyaluronate or any other polymeric biomaterial is used as a carrier for local delivery of a therapeutic agent which is approved by the FDA in the United States of America or the HPB in Canada and is proprietary to Wyeth. 1.37 "WYETH CONFIDENTIAL INFORMATION" means any provisions of this Agreement that are the subject of an effective order of the U.S. Securities and Exchange Commission granting confidential treatment pursuant to the Securities Act of 1934, as amended. 1.38 "WYETH'S PENSION PLAN" shall have the meaning set forth in Section 6.3(b). 1.39 "WYETH'S RETIREE WELFARE PLANS" shall have the meaning set forth in Section 6.3(f). 1.40 "WYETH'S SAVINGS PLAN" shall have the meaning set forth in Section 6.1(e). 1.41 "WYETH'S SESP" shall have the meaning set forth in Section 6.3(c). 1.42 "WYETH'S SPENDING ACCOUNT PLANS" shall have the meaning set forth in Section 6.3(h). 1.43 "WYETH'S SUPPLEMENTAL PLANS" shall have the meaning set forth in Section 6.3(b). 1.44 "WYETH'S WELFARE PLANS" shall have the meaning set forth in Section 6.3(d). 1.45 OTHER DEFINED TERMS. The following terms are defined in the specified sections of this Agreement: [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. 5

DEFINED TERM SECTION ------------ ------- Acquired Assets 3.1 AHP Preamble Assigned Contracts 3.1(g) Associated Parties 15.1(a) Audit Disagreement 7.8(b) Base Pay 6.2(b)(ii) Biomatrix Preamble Claims 15.1(a) Closing 2.5 Closing Date 2.5 Completed Transition 8.1 Damages 13.1 Disabled Employee 6.2(b)(iv) Dispute 17.1 Domain Name 3.1(d) Excluded Assets 3.2 Genzyme Preamble Genzyme HR Policies 6.2(b)(ii) Hiring Transition Period 6.2(b)(iv) Indemnified Party 13.3 Indemnifying Party 13.3 Mandated Health Care Coverage 6.3(g) Party/Parties Preamble Payment Period 7.4(b) Pre-Closing Period 11.1 Promotional Materials 5.7 Released Claims 15.1(a) Salary Continuation Period 6.2(b)(iii) Severance 6.2(b)(ii) Signing Date Preamble Transition Services 8.1 Workers' Compensation Employee 6.2(b)(v) Wyeth Preamble Wyeth Copyrights 3.1(a) Wyeth House Marks 3.1(b) Wyeth Sales Force 11.1(b) Wyeth Trademarks 3.1(b)

ARTICLE 2 TERMINATION OF COLLABORATION AGREEMENTS 2.1 COLLABORATION AGREEMENTS. Effective upon the Closing Date and notwithstanding anything to the contrary contained in any of the Synvisc Agreements, except as [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. 6 otherwise set forth in this Section 2.1, each of the Synvisc Agreements and all verbal understandings relating thereto shall be irrevocably terminated and of no further force and effect, including without limitation, those provisions in the Synvisc Agreements expressly stated to survive termination, and the Parties shall be released from all obligations set forth in the Synvisc Agreements in accordance with the terms of Article 15. Notwithstanding the foregoing to the contrary, those terms of the Synvisc Agreements expressly stated in Sections 13.4 and 16.3 of this Agreement to survive termination (as well as any definitions referenced by such terms) shall remain in full force and effect in accordance with the terms and conditions of this Agreement. 2.2 EFFECTS OF TERMINATION. Without limiting the generality of Section 2.1, upon the Closing Date, all licenses and other rights granted by Genzyme to Wyeth under the Synvisc Agreements will irrevocably terminate immediately and all rights in and to the Genzyme Collaboration IP shall revert immediately to Genzyme. Except as set forth in this Agreement and except for any Transition Services to be provided by Wyeth, Wyeth will have no further right or obligation to develop, manufacture, sell, distribute or otherwise commercialize the Synvisc Products under the Synvisc Agreements from and after the Closing Date, and Genzyme shall be solely responsible for the development, manufacture, transportation, testing, sale, distribution and commercialization of Synvisc Products from and after the Closing Date. Without limiting the generality of the foregoing: (a) CHARGEBACKS. Upon Closing, Genzyme shall be responsible for all customer chargebacks under customer contracts for Synvisc Products sold in the Territory. Genzyme shall be responsible for reimbursing Wyeth for all qualified customer chargebacks received by Wyeth on or after the Closing Date and processed by Wyeth, which chargebacks shall be for the account of Genzyme. (b) RETURNS. Wyeth shall be financially responsible for all qualified returns of Wyeth labeled Synvisc Product sold in the United States prior to the Closing Date, up to a maximum of [**] cumulative credits or refunds to customers for returns of such product. Genzyme shall be financially responsible for all returns of Synvisc Product in excess of [**] of returns. For the avoidance of doubt, all returns in excess of [**] of Wyeth labeled Synvisc Product sold by Wyeth prior to the Closing Date shall be for the account of Genzyme. Returns shall be processed as set forth below. (i) Within five (5) business days after the Closing Date, Wyeth will notify all wholesalers, physicians, clinics, pharmacy chains and pharmacy benefit management companies within Wyeth's customer database that Genzyme has acquired the rights to the Synvisc Products. The notification to be sent by Wyeth shall be reviewed and approved in advance by Genzyme, such approval not to be unreasonably withheld. Such notice will specify that future qualified returns of Synvisc Products after the Closing Date must be returned to Genzyme's return goods processor for credit. (ii) In the event that after the Closing Date, Wyeth (or Wyeth's designated third party processor) receives any qualified returns of Synvisc Product (whether sold by Wyeth or Genzyme), Wyeth shall be responsible for processing such qualified returns and [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. 7 shall refund or credit the purchase price to the customer, subject to subsections (iii) and (iv) below. (iii) In the event that after the Closing Date Genzyme (or Genzyme's designated third party processor) receives any returns of Synvisc Product (whether sold by Wyeth or Genzyme), then Genzyme shall be responsible for processing all such qualified returns of Synvisc Product and for crediting or refunding the purchase price to such customers, at Genzyme's expense; provided, however, that Wyeth shall be financially responsible for qualified returns of Wyeth-labeled Synvisc Product sold in the United States prior to the Closing Date until the amount refunded or credited to customers for such returns totals [**] in the aggregate (the "WYETH RETURN LIABILITY"). (iv) Wyeth shall satisfy the Wyeth Return Liability in the following manner: (A) Wyeth shall provide written documentation to Genzyme of any credit or refund to any customer under subsection (ii) above and the Wyeth Return Liability shall be reduced by the amount refunded to the customer thereunder, and (B) Genzyme shall deduct from the payments due to Wyeth under Section 7.4 the amount of any credit or refund to customers by Genzyme for qualified returns of Wyeth labeled Synvisc Product sold in the United States prior to the Closing Date until the Wyeth Return Liability (as may be adjusted pursuant to (A)) has been met. After the Wyeth Return Liability has been met, any return liability shall be for the account of Genzyme and Genzyme shall reimburse Wyeth for the full amount of the credit or refund made by Wyeth to the customer for qualified returns of Wyeth labeled Synvisc Product sold in the United States by Wyeth prior to the Closing Date. (c) REIMBURSEMENT. Wyeth shall provide Genzyme with an invoice for amounts due under Sections 2.2 (a) and (b) not later than ten (10) days after the end of each calendar quarter with the documentation required to verify the same. Genzyme agrees to reimburse Wyeth in accordance with such Sections within thirty (30) days after the receipt of the invoice and all required documentation. In the event of a dispute over any amounts owed which cannot be resolved between the Parties, the Parties agree to select a reputable independent national accounting firm mutually acceptable to the Parties to determine the actual amounts owed. Such amounts owed shall be no greater than the higher amount nor lower than the lower amount asserted by the Parties. The cost of such accounting firm shall be paid by the Party asserting the amount farthest from the actual amount to be paid as determined by the accountant. The accountant's determination shall be final and binding upon the Parties. 2.3 RETURN OF CONFIDENTIAL INFORMATION AND COLLABORATION INTELLECTUAL PROPERTY. Not later than sixty (60) days following the Closing Date, Wyeth, at its expense, shall return and deliver to Genzyme: (a) all Confidential Information of Genzyme (as defined under the Synvisc Agreements and disclosed thereunder); (b) all tangible embodiments of Genzyme Collaboration IP; and (c) any other Genzyme Confidential Information in the possession or control of Wyeth and its Affiliates, except (i) in all cases, Genzyme Confidential Information and Genzyme Collaboration IP to be used by Wyeth in performance of the Transition Services (but which shall be returned within thirty (30) days after completion of performance of the Transition Services), and (ii) one archival copy of the Genzyme Confidential Information to be retained by legal counsel to allow Wyeth to determine its confidentiality obligations and enforce its rights under [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. 8 this Agreement. If delivery of any of the foregoing materials is not practicable within such sixty (60) day period, the Parties shall in good faith agree upon a reasonable timetable for such delivery. The foregoing delivery will be at Wyeth's expense and in a manner to be mutually agreed upon by the Parties. 2.4 FINANCIAL RECONCILIATION. Within thirty (30) days following the end of the calendar quarter in which the Closing Date occurs, Wyeth shall provide to Genzyme the final accounting of all amounts due and not yet paid under the provisions of the Supply Agreement and the U.S. License Agreement. Simultaneously with the provision of such accounting, if a balance is due Genzyme, Wyeth shall pay to Genzyme all such amounts that are due. If a balance is due Wyeth, Wyeth shall promptly invoice Genzyme, and Genzyme shall pay to Wyeth all such amounts that are due within thirty (30) days of receipt of Wyeth's invoice. 2.5 CLOSING. The closing of the transactions contemplated herein (the "CLOSING") will take place at the offices of Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston, Massachusetts 02109, at a time and on a date to be determined by mutual agreement, which will be during the month of January, 2005 or such later date that the Parties determine that is not more than forty five (45) days prior to the date on which the Parties determine that Wyeth's obligations under SCHEDULE 7.3 can be satisfied. For purposes of this Agreement, "CLOSING DATE" means the date on which the Closing actually takes place. ARTICLE 3 PURCHASE AND SALE OF ASSETS 3.1 PURCHASE AND SALE OF ASSETS. Subject to the terms and conditions set forth herein, Wyeth shall cause to be sold, assigned, transferred, and conveyed to Genzyme, and Genzyme shall purchase and acquire from Wyeth, at the Closing, good and valid title and all other rights and interests in and to the Acquired Assets, free of any Encumbrances, on the terms and subject to the conditions set forth in this Agreement. For purposes of this Agreement, the "ACQUIRED ASSETS" shall mean and include: (a) COPYRIGHTS. All copyrights, copyright registrations and copyright applications to the extent owned by Wyeth and solely embodied in the Acquired Assets (the "WYETH COPYRIGHTS"). Wyeth represents that there are no copyright registrations or copyright applications. (b) TRADEMARKS. All trademarks, design marks, service marks, trade names, trade dress and product packaging, whether registered or not, as well as all registrations and applications for the same that are owned by Wyeth that relate to the Synvisc Products as set forth on SCHEDULE 3.1(b), or any substantially similar variations thereof, and the goodwill of the business symbolized thereby, excluding Wyeth House Marks (collectively the "WYETH TRADEMARKS"). "WYETH HOUSE MARKS" are any trademarks or service marks, and registrations and applications therefor, utilized by Wyeth or planned to be utilized by Wyeth, in whole or in part, in connection with any product (other than the Synvisc Products) or service of Wyeth or [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. 9 any of its Affiliates or that contain the name or any part of the name or logo now or previously used by Wyeth or any of its Affiliates, and the goodwill of the business symbolized thereby. (c) CUSTOMER INFORMATION. The third party payor lists and customer lists, billing records, and reimbursement records related to the Synvisc Product which are listed in SCHEDULE 3.1(c). (d) DOMAIN NAMES. The domain names listed in SCHEDULE 3.1(d) (the "DOMAIN NAMES"). (e) CLINICAL DATA. The existing clinical data relating to the Synvisc Product listed in SCHEDULE 3.1(e). (f) MARKETING AND SALES ASSETS. The Synvisc Product marketing materials, corporate communication materials and sales operations materials listed in SCHEDULE 3.1(f). (g) ASSIGNED CONTRACTS. All rights and obligations on or after the Closing Date under the agreements with Third Parties listed in SCHEDULE 3.1(g) hereof (the "ASSIGNED CONTRACTS"). (h) GENZYME COLLABORATION IP. (i) INVENTORY. All right, title and interest in all inventory of Synvisc Product repurchased by Genzyme pursuant to Section 5.6 of this Agreement. (j) OTHER. Any additional assets related solely to Synvisc Product as the Parties may reasonably identify and agree upon during the Pre-Closing Period. 3.2 EXCLUDED ASSETS. Notwithstanding anything in Section 3.1 to the contrary, the Acquired Assets do not include any assets, rights or interests of Wyeth that are not specifically stated as Acquired Assets including, but not limited to, the following assets, rights or interests of Wyeth (collectively, the "EXCLUDED ASSETS"): (a) contracts or agreements with any Third Party other than the Assigned Contracts; (b) real property and leasehold interests in real property; (c) employment agreements or employees, subject to the provisions of Article 6; (d) any Patents, or Know-How controlled by Wyeth other than the Genzyme Confidential Information and the Information; and (e) accounts receivables for Wyeth labeled Synvisc Product sold by Wyeth prior to the Closing Date. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. 10 3.3 DELIVERY OF ACQUIRED ASSETS. (a) Wyeth will deliver to Genzyme the Acquired Assets (together with any tangible manifestations thereof) within the following time periods. All costs associated with delivery and preparation of the Acquired Assets shall be solely at Wyeth's expense and shall be delivered in a manner mutually agreed by the Parties.

Acquired Assets Delivery Date ------------------------------------------------------------------------------------------------- Trademarks under Section 3.1(b) Within thirty (30) days after the Closing Date Customer Information under Section 3.1(c) In accordance with SCHEDULE 3.1(c) Domain Names under Section 3.1(d) Within thirty (30) days after the Closing Date Clinical Data under Section 3.1(e) Within thirty (30) days after the Closing Date Marketing and Sales Assets under Section 3.1(f) In accordance with SCHEDULE 3.1(f) Assigned Contracts under Section 3.1(g) On the Closing Date Genzyme Collaboration IP On the Closing Date Inventory under Section 3.1(i) In accordance with Section 5.6 and Attachment 1 to SCHEDULE 8.1

(b) In the event that Wyeth discovers any Acquired Assets in its possession within two (2) years following the Closing Date, it shall promptly notify Genzyme and deliver all such Acquired Assets to Genzyme. For the purposes of clarity, it is agreed by the Parties that Wyeth shall have no duty to search for Acquired Assets other than those set forth hereinabove and included in the referenced schedules after the aforementioned delivery dates. ARTICLE 4 TRADEMARK RIGHTS 4.1 PRODUCT TRADEMARKS. Wyeth agrees and acknowledges that from and after the Closing Date, it has no right, title or interest in and to use the trademark "Synvisc", or any mark consisting of the trademark "Synvisc" or the Wyeth Trademarks, nor has it any right, title or interest in and to the goodwill of the business symbolized thereby and any applications and registrations for the same in the Territory. Wyeth shall not adopt, use or register any other domain name, trademark or service mark confusingly similar to the trademark "Synvisc" or the Wyeth Trademarks in the Territory. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. 11 4.2 USE OF WYETH HOUSE MARKS. Other than with respect to existing Synvisc Product inventory purchased by Genzyme pursuant to Section 5.6, Genzyme shall use commercially reasonable efforts to as expeditiously as practicable (but in no event longer than ninety (90) days) revise product labeling and literature, change packaging and stationery, and otherwise discontinue use of the Wyeth House Marks. In no event shall Genzyme use any Wyeth House Marks after the Closing Date in any manner or for any purpose different from the use of such Wyeth House Marks during the ninety (90) day period preceding the Closing. After the Closing Date, Genzyme may use the Wyeth House Marks for a period of six (6) months to sell Synvisc Products included in existing Synvisc Product inventory purchased by Genzyme pursuant to Section 5.6, and shall not be required to sticker any such Synvisc Product inventory unless its is not sold during such six (6) month time period. ARTICLE 5 NON-COMPETITION; NOTIFICATION; CERTAIN COVENANTS 5.1 WYETH COVENANT NOT TO COMPETE. [**] 5.2 SYNVISC ADVERSE MEDICAL EXPERIENCES OBLIGATIONS. Wyeth shall remain responsible for all adverse event follow up, appropriate due diligence, and timely forwarding of adverse event related information to Genzyme Pharmacovigilance in accordance with the Pharmacovigilance Procedures Addendum effective October 29, 2003 for all adverse experiences (including adverse events associated with literature review) received prior to the Closing Date. Notwithstanding the foregoing, from and after the Closing Date, Genzyme shall be solely responsible for all device vigilance activities, including but not limited to: Synvisc Adverse Medical Experiences reporting, including literature review and associated reporting; Synvisc Adverse Medical Experiences follow-up reporting; preparation and submission of all Synvisc Adverse Medical Experiences reports to the regulatory authorities as required by local laws and/or regulations; maintaining the Synvisc Adverse Medical Experiences database for such Synvisc Product; all interactions with health authorities regarding safety; periodic submissions; labeling modifications; safety monitoring and detection; and safety measures (e.g., Dear Doctor Letters, restriction on distribution, etc.). After the Closing Date, to the extent Wyeth receives any information regarding Synvisc Adverse Medical Experiences related to the use of the Synvisc Product (regardless of where occurring), Wyeth shall promptly provide Genzyme with such information within three (3) business days of receipt by Wyeth. 5.3 MEDICAL INFORMATION SERVICES. Wyeth shall remain responsible for responding to any and all medical inquiries received before the Closing Date. Wyeth shall satisfy these requirements within thirty (30) days after the Closing Date. From and after the Closing Date, Genzyme shall be solely responsible for all medical information support related to all medical inquiries received from and after the Closing Date, including but not limited to: provision of standard medical responses, custom creation of medical responses, maintaining a medical inquiry database which captures the nature of the inquiry and the response provided, literature review for relevant Synvisc-related publications and appropriate capture and forwarding of post-marketing adverse events and product complaints. In the event that Wyeth receives any medical inquiry or request related to Synvisc Product after the Closing Date, Wyeth shall promptly refer such inquiry to an individual designated by Genzyme. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. 12 5.4 PRODUCT COMPLAINTS. Product quality complaints shall be handled in accordance with the procedure set forth in Attachment 2 to SCHEDULE 8.1. 5.5 RECALLS OF SYNVISC PRODUCT. (a) With respect to Synvisc Product sold by Wyeth prior to the Closing Date, if Genzyme in good faith determines that a recall of such Synvisc Product in the United States is warranted for medical or safety purposes, Genzyme shall immediately notify Wyeth in writing and shall advise Wyeth of the reasons underlying its determination that a recall is warranted. Genzyme shall be responsible for any recall of all Synvisc Products sold by Wyeth prior to the Closing Date and Genzyme shall at its cost replace any recalled Synvisc Product. Wyeth shall provide any information and assistance as may be reasonably requested by Genzyme to effectuate such recall. Genzyme shall reimburse Wyeth for all direct costs and expenses incurred by Wyeth as a result of providing such information and assistance. Wyeth shall reimburse Genzyme for all direct costs and expenses (including without limitation shipping, quality control testing and notification costs) incurred by Genzyme and its Affiliates as a result of a recall if such recall is the result of the failure of Wyeth to comply with its obligations under the Synvisc Agreements. (b) With respect to Synvisc Product sold by Genzyme on or after the Closing Date, Genzyme shall be responsible for all recalls of such Synvisc Product, at Genzyme's expense. 5.6 INVENTORY REPURCHASE. On the Closing Date, Genzyme shall repurchase from Wyeth all remaining inventory of Synvisc Products held by Wyeth at any location at a price equal to Wyeth's acquisition cost for such inventory, PROVIDED THAT (a) Genzyme shall not be obligated to purchase in excess of three months' supply of such inventory based upon average monthly requirements for sales to customers over the six (6) month period immediately preceding the Closing Date, and (b) Genzyme shall not be obligated to purchase any inventory with an expiration date less than eighteen (18) months from the Closing Date. 5.7 PROMOTIONAL MATERIALS. The Parties agree that Wyeth will use commercially reasonable efforts to delay the printing of sales visual aids, leave items, formulary binders, reprints, direct mail, direct to consumer advertising, Internet postings, and sales reminder aids (collectively, the "PROMOTIONAL MATERIALS") for the Synvisc Product in the United States to permit printing of Promotional Materials with Genzyme's approved trademark usage. Wyeth shall be financially responsible for all costs related to Promotional Materials produced with Genzyme's approved trademark usage, unless the Closing does not occur in which case Genzyme shall be financially responsible for all such costs. 5.8 FORECASTS. (a) Not later than thirty (30) days after the Closing Date, and on the first day of November of each calendar year thereafter during the Term, Genzyme shall provide to Wyeth a non-binding good faith estimate of Synvisc Net Sales by quarter in the Territory for the twelve (12) month period starting on the first day of the following calendar year. Genzyme shall also [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. 13 provide to Wyeth a non-binding revised good faith estimate of Synvisc Net Sales by quarter in the Territory for the balance of the then-current calendar year not later than the first day of February, May and August for each calendar year during the Term. (b) Simultaneously with the delivery of each forecast on each of February 1, May 1, August 1, and November 1, Genzyme shall deliver to Wyeth a report that provides data that Genzyme collects in the normal course of business regarding the inventory of the amount of Synvisc Products held by each of Genzyme, its Affiliates, licensees, distributors and wholesalers. (c) Genzyme shall provide the forecasts and reports set forth in (a) and (b) until the satisfaction of Genzyme's obligation to make payments to Wyeth under Article 7 of this Agreement, and thereafter no further forecasts or reports shall be required. 5.9 FURTHER ASSURANCES. Wyeth agrees to execute, acknowledge and deliver such further instruments, and to do all such other reasonable acts, as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement. 5.10 APPLICABLE LAWS. Wyeth shall comply (and cause its Affiliates to comply) in all material respects with all applicable laws and regulations in Wyeth's performance of the Transition Services. Genzyme shall comply (and cause its Affiliates and use commercially reasonable efforts to require its licensees to comply) in all material respects with all applicable laws and regulations in Genzyme's development, manufacturing and commercialization of the Synvisc Products and in the performance of Genzyme's obligations under this Agreement. ARTICLE 6 EMPLOYEES AND EMPLOYEE BENEFITS 6.1 EMPLOYEE PLANS. Wyeth hereby represents and warrants to Genzyme that: (a) SCHEDULE 6.1(a) sets forth a list of each employee benefit plan (including the retiree life and medical benefit plan), as such term is defined in Section 3(3) of ERISA, which (i) is subject to any provision of ERISA, (ii) is maintained by or contributed to by Wyeth, and (iii) covers Employees (hereinafter referred to collectively as the "EMPLOYEE PLANS"). (b) SCHEDULE 6.1(b) sets forth a list of (x) each management, employment, consulting, or other contract with any individual providing for the retention of personal services involving the payment of [**] , and (y) each plan or arrangement providing for vacation benefits, supplemental nonqualified benefits, severance benefits, bonuses, stock options, stock appreciation or other forms of incentive compensation, compensation or benefits which (i) is not an Employee Plan, (ii) is entered into, maintained or contributed to, as the case may be, by Wyeth, and (iii) covers Employees, and dependents or beneficiaries thereof. Such contracts, plans and arrangements as are described above, copies or descriptions of all of which have been made available to Genzyme, are hereinafter referred to collectively as the "BENEFIT ARRANGEMENTS." [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. 14 (c) Except as set forth on SCHEDULE 6.1(c) neither Wyeth or any of its ERISA Affiliates has incurred any liability under Title IV of ERISA arising in connection with the termination of any Pension Plan which is subject to Title IV of ERISA that could become, after the Closing Date, the liability of Genzyme or any of its ERISA Affiliates. (d) Except as disclosed on SCHEDULE 6.1(d), Wyeth (with respect to the Employees) has not been required, and does not have any obligation, to contribute to a multiemployer plan, as defined in Section 3(37) of ERISA, or to a multiple employer plan (defined as a plan to which two or more employers contribute, at least two of whom are not under common control within the meaning of "common control" as used in Section 4063(a) of ERISA) and do not have or expect to have any withdrawal liability assessed against them with respect to any such multiemployer plan. (e) The Wyeth Savings Plan ("WYETH'S SAVINGS PLAN") is intended to satisfy Section 401(a) and 401(k) of the Code and has received a favorable determination letter from the Internal Revenue Service, which letter is currently in effect with respect to Wyeth's Savings Plan and all amendments thereto through the Closing Date. To the knowledge of Wyeth, nothing has occurred since the issuance of such letter which could reasonably affect its qualification. 6.2 GENZYME'S OBLIGATIONS TO EMPLOYEES. (a) On the Closing Date, the Parties will execute an "Employee Leasing Agreement" substantially in the form of SCHEDULE 6.2(a). Subject to Sections 6.2(c), (d) and (e), Genzyme agrees to offer or to cause an Affiliate of Genzyme to offer to hire each Employee on the Closing Date, in a comparable position, at the same or greater base pay than that enjoyed by such Employee immediately prior to the Closing Date. With respect to each Employee who is not actively at work on the Closing Date due to short-term disability or other authorized leave of absence, such offer shall be contingent upon the Employee offering to return to active employment following the end of such short-term disability or authorized leave of absence and within the [**] period following the Closing Date as more fully set forth in Sections 6.2(c) and (d). All offers to hire are subject to the Employees' completion and submission to Genzyme of (i) Genzyme's agreement related to confidentiality, nonsolicitation, noncompetition and intellectual property (which will be substantially in the form attached hereto as SCHEDULE 6.2(a)(i)), (ii) Genzyme's employment application (which will be substantially in the form attached hereto as SCHEDULE 6.2(a)(ii)), and (iii) Form I-9. Genzyme represents and warrants to Wyeth that all employees of Genzyme must sign the foregoing documents as a pre-condition to employment at Genzyme. Subject to Sections 6.2(c), (d) and (e), the employment of such Employees shall be considered effective and their employment by Wyeth shall terminate and transfer to Genzyme on the Closing Date. Employees who accept employment with Genzyme effective as of the Closing Date, or upon employment pursuant to Sections 6.2(c), (d) and (e), shall hereafter be referred to as the "TRANSFERRED EMPLOYEES." (b) Genzyme shall make the following payments or provide the following notification to Transferred Employees whom it terminates after the Closing Date: [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. 15 (i) After the Closing Date, Genzyme will have sole responsibility for any obligations or liabilities to Transferred Employees under the Worker Adjustment and Retraining Notification Act or similar applicable laws of any jurisdiction relating to any plant closing or mass layoff or as otherwise required by any such applicable law. For the avoidance of doubt, Genzyme shall have no obligation or liability under the Worker Adjustment and Retraining Notification Act or similar applicable laws of any jurisdiction relating to any plant closing or mass layoff or as otherwise required by any such applicable law for any Employee terminated by Wyeth; and (ii) Genzyme shall provide severance payments ("SEVERANCE") to each Transferred Employee whose employment is terminated by Genzyme because of a termination without Cause (as defined herein) or reduction in the workforce or job elimination at any time within the [**] following the Closing Date. Except as set forth below, Severance shall be paid to such Transferred Employee in the form of bi-weekly salary continuation payments and will be calculated: (A) for any such Transferred Employee employed by Genzyme in the position of Clinical Account Executive/MSM, except those certain Transferred Employees set forth in SCHEDULE 6.2(b)(ii)(A), on the basis of [**], or (B) for any such Transferred Employee in the position of Regional Sales Director/District Manager, except for those certain Transferred Employees set forth in SCHEDULE 6.2(b)(ii)(B), and including those certain Transferred Employees set forth in SCHEDULE 6.2(b)(ii)(A), on the basis of [**], or (C) for any such Transferred Employee in the position of Regional Sales Director/District Manager set forth in SCHEDULE 6.2(b)(ii)(B), on the basis of [**]; provided that, in each case, in no event will the Severance exceed [**] of Base Pay. Any Transferred Employee who does not have a job title set forth above shall receive such Severance as shall be determined in good faith by the Parties. For purposes of this Section 6.2, "BASE PAY" shall mean the base salary of the Transferred Employee on the date of termination of employment or the Closing Date, whichever is greater. No such Severance payments shall be made if a Transferred Employee is terminated for Cause. For purposes of this Section 6.2, "CAUSE" shall mean [**]. Genzyme may terminate any Transferred Employee who at the Signing Date or Closing Date (a) is on a Wyeth performance corrective action plan or (b) was given a Wyeth performance rating of [**] at his or her most current performance evaluation ("PLAN EMPLOYEE"), for Failure to Meet Job Expectations, as defined in the Genzyme HR Policies and as such Genzyme HR Policies are generally applied to all Genzyme employees. [**] [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. 16 Genzyme shall also provide Severance payments if a Transferred Employee resigns from employment with Genzyme within [**] after the Closing Date because (a) there is a reduction in the aggregate cash compensation, including eligible targeted bonus, for which he or she is eligible (other than for Cause), (b) a condition of his or her continued employment is assignment to a new sales territory reasonably requiring relocation to a new principal work place/home office, (c) a material reduction in employee benefits offered to him/her compared to similarly situated Genzyme employees, or (d) a material reduction in the nature and extent of his/her job responsibilities after taking into account possible new titles and reporting structures at Genzyme. (iii) During the period during which bi-weekly severance payments are being made pursuant to subsection (ii) above ("SALARY CONTINUATION PERIOD"), Genzyme shall provide continued coverage under Genzyme's medical, dental, and prescription drug plans at the same coverage and contribution level as when the Transferred Employee was employed with Genzyme. The Transferred Employees' rights under the COBRA statute shall attach at the completion of the Salary Continuation Period. In addition, Genzyme shall provide outplacement services to terminated Transferred Employees that are substantially equivalent to those offered by Genzyme to similarly situated employees upon termination. (c) Any Employee who is, as of the Closing Date, disabled within the meaning of the applicable short-term disability plan or policy or the applicable long-term disability plan of Wyeth or its Affiliates ("DISABLED EMPLOYEE") shall not be offered employment by Genzyme effective on the Closing Date. Wyeth shall continue to pay the applicable disability benefits to such Disabled Employee and provide such other benefits as are provided to similarly-situated disabled employees of Wyeth or its Affiliates. If within a period of [**] after the Closing Date (the "HIRING TRANSITION PERIOD") a Disabled Employee provides written notice to Wyeth that such Disabled Employee is no longer disabled within the meaning of both the applicable short-term disability plan or policy and the long-term disability plan of Wyeth or its Affiliates, (i) Wyeth shall notify Genzyme as soon practicable, and (ii) Genzyme shall offer employment to such Disabled Employee in accordance with the provisions of this Section 6.2 that apply to Transferred Employees (other than Disabled Employees or Workers' Compensation Employees (as defined below)) as soon as practicable following such notification and if during the Hiring Transition Period any such Disabled Employee accepts employment with Genzyme he or she shall be a Transferred Employee for all purposes; provided, that, if during the Hiring Transition Period such disability coverage ceases due to death, retirement or other termination of employment by the Disabled Employee, Genzyme shall have no obligation to offer employment to such Disabled Employee. (d) Any Employee who has, as of the Closing Date, incurred an injury or illness which entitles such Employee to workers' compensation or a similar workers' protection claim ("WORKERS' COMPENSATION EMPLOYEE") shall not be offered employment by Genzyme on the Closing Date. Wyeth shall be obligated to provide and liable for any workers' compensation or similar workers' protection claim to such Workers' Compensation Employee. If within the Hiring Transition Period a Workers' Compensation Employee ceases to be entitled to workers' compensation or similar workers' protection benefits, (i) Wyeth shall notify Genzyme as soon as [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. 17 practicable, and (ii) Genzyme shall offer employment to such Workers' Compensation Employee in accordance with the provisions of this Section 6.2 that apply to Employees (other than Disabled Employees or Workers' Compensation Employees) as soon as practicable following such notification and if during the Hiring Transition Period any such Workers' Compensation Employee accepts employment with Genzyme he or she shall be a Transferred Employee for all purposes; provided, that, if during the Hiring Transition Period such workers' compensation or similar workers' protection entitlement ceases due to death, retirement or other termination of employment by the Workers' Compensation Employee, Genzyme shall have no obligation to offer employment to such Workers' Compensation Employee. (e) Any Employee who is, as of the Closing Date, performing services pursuant to the terms of the Employee Leasing Agreement (the "Leased Employees") shall not be offered employment by Genzyme on the Closing Date. Such Leased Employees shall be offered employment by Genzyme at the end of the "Transition Period" (as defined in the Employee Leasing Agreement) with respect to each such Leased Employee, and if the Leased Employee accepts employment with Genzyme, he or she shall be a Transferred Employee for all purposes. 6.3 TREATMENT OF WYETH'S AND GENZYME'S EMPLOYEE PLANS AND BENEFIT ARRANGEMENTS. (a) (i) No assets of any defined benefit Pension Plan, Employee Plan (except as may be otherwise provided in this Article 6) or Benefit Arrangement shall be transferred to Genzyme or any of its Affiliates or to any plan of Genzyme or any of its Affiliates and, except as set forth in this Article 6, Genzyme and its Affiliates shall assume no liability or obligation of Wyeth or any of their Affiliates under any of the Employee Plans, the Benefit Arrangements or the Pension Plans except as set forth in this Article 6. (ii) After the Closing Date Genzyme shall offer Transferred Employees the Employee Benefit Plans and Employee Benefit Arrangements which are the same Employee Benefit Plans and Employee Benefit Arrangements as those provided to similarly situated employees of Genzyme. (iii) Except for the liabilities as set forth on SCHEDULE 6.3(a)(iii), Genzyme shall assume no liability for the Transferred Employees' compensation and bonus relating to events which occurred on or prior to the Closing Date or to actions taken by Wyeth or one of Wyeth's Affiliates, or to consequences which are deemed to have occurred by operation of law as a result of the transactions contemplated herein. (iv) Genzyme agrees to grant to Transferred Employees prior service credit for purposes of sick leave, entitlements, and other policies or arrangements which count service for eligibility or entitlement to benefits. (v) Genzyme shall assume the vacation liability for each Transferred Employee in accordance with Wyeth's vacation policy solely with respect to vacation allocated on January 1, 2005. Immediately after the Closing Date, Wyeth shall provide Genzyme with a [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. 18 schedule reflecting the 2005 vacation allotment for each Transferred Employee less any vacation days taken through the Closing Date ("EARNED WYETH VACATION"). In the event a Transferred Employee terminates employment during 2005 prior to utilizing all of their Earned Wyeth Vacation, Genzyme shall provide pay for the Earned Wyeth Vacation as well as any additional vacation time accrued under Genzyme's 2005 vacation policy. To the extent that the payment to the Transferred Employee for the unused vacation time attributable to the Earned Wyeth Vacation and determined in accordance with the terms of the Wyeth 2005 vacation policy with respect to cash-out of unused vacation exceeds the payment for unused vacation time that Genzyme would have paid to the Transferred Employee under Genzyme's 2005 vacation policy, Wyeth shall reimburse Genzyme for the excess cash-out of unused vacation. Genzyme shall provide Wyeth with a copy of its 2005 vacation policy prior to the Closing Date. For calendar year 2005, Genzyme agrees to provide any Transferred Employee with 20 or more years of service credit to Wyeth with a vacation benefit of 5 weeks (including Earned Wyeth Vacation, if any). Effective January 1, 2006, Genzyme shall accrue vacation for all Transferred Employees under Genzyme's vacation policy giving such Transferred Employees past service credit for their employment with Wyeth. (b) Wyeth shall amend the Wyeth Retirement Plan - United States ("WYETH'S PENSION PLAN") and Wyeth non-qualified supplemental retirement plans ("WYETH'S SUPPLEMENTAL PLANS") to provide that all service completed by the Transferred Employees for Genzyme or its Affiliates after the Closing Date shall be recognized for purposes of vesting and satisfying any requirements for early retirement subsidies for benefits accrued as of the Closing Date under Wyeth's Pension Plan and Supplemental Plans, but Wyeth shall not be required to take such service into account for benefit accrual purposes under Wyeth's Pension Plan and Supplemental Plans. However, Transferred Employees shall not commence receipt of retirement benefits under the Wyeth Pension Plan until he or she terminates employment with Genzyme or its Affiliates. (c) Wyeth shall amend the Wyeth's Savings Plan and Wyeth's supplemental employee savings plan ("WYETH'S SESP") to provide that all Transferred Employees are fully vested in their account balances under Wyeth's Savings Plans and Wyeth's SESP as of the Closing Date. Genzyme maintains qualified savings plan(s) for the benefit of its employees ("GENZYME'S SAVINGS PLAN(s)"). Genzyme shall recognize Transferred Employees' service with Wyeth or their Affiliates for purposes of determining eligibility to participate and vesting of benefits in Genzyme's Savings Plan(s). Wyeth shall allow for distribution from the Wyeth Savings Plan to the Transferred Employees as soon as practicable after the Closing Date and Genzyme shall accept rollovers (including loans outstanding under the Wyeth Savings Plan that are fully compliant with all applicable legal requirements but excluding after-tax contributions) by Transferred Employees of such distributions to Genzyme's Savings Plan(s) which meet the requirements of Section 401(a) of the Code to the extent that any Transferred Employee opts to roll over such distributions. (d) With respect to the Transferred Employees, Wyeth shall retain liability under any group life, accident, worker's compensation, medical, hospitalization, prescription drug, dental, spending account or short-term or long-term disability plan ("WYETH'S WELFARE [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. 19 PLANS"), whether or not insured, for any claims incurred on or prior to the Closing Date, and Genzyme shall assume all liability for any claims arising after the Closing Date under its group life, accident, worker's compensation, medical, hospitalization, prescription drug, dental, spending account or short-term or long-term disability plans ("GENZYME'S WELFARE PLANS"). For purposes of this Section 6.3(d), claims shall be deemed to have arisen: (i) With respect to all death or dismemberment claims, on the actual date of death or dismemberment; (ii) With respect to disability or salary continuance claims, on the day the claimant became disabled or otherwise entitled to salary continuation; (iii) With respect to all hospital, medical, drug or dental claims on the date the service or supply was purchased or received by the claimant; and (iv) With respect to worker's compensation claims that are single-accident specific, on the date of the occurrence, and with respect to all other worker's compensation claims, on the date the claim is made. (e) After the Closing Date, all Transferred Employees shall be eligible to participate in Genzyme's Welfare Plans in accordance with the terms of such plans, and employment with Wyeth or their Affiliates will be taken into account for purposes of determining eligibility to participate and benefits under Genzyme's Welfare Plans; PROVIDED, HOWEVER, that (i) Transferred Employees shall participate under Genzyme's Welfare Plans as of the day after the Closing Date without any waiting periods, without evidence of insurability for such Genzyme's Welfare Plans that are prohibited from discriminating on the basis of insurability under the Health Insurance Portability and Accountability Act of 1996 as amended, and without application of any pre-existing physical or mental condition limitations except to the extent applicable under similar plans maintained by Wyeth; and (ii) Genzyme shall count claims arising during the calendar year on or prior to the Closing Date for purposes of satisfying deductibles, out-of-pocket maximums, and all other similar limitations under Genzyme's Welfare Plans. (f) Wyeth maintains a program of medical and life insurance benefits for certain retired employees ("WYETH'S RETIREE'S WELFARE PLANS"). All Transferred Employees who satisfy the eligibility criteria for benefits under the Wyeth's Retiree Welfare Plans on or prior to the Closing Date shall receive such benefits from the Wyeth's Retiree Welfare Plans following their termination from Genzyme or its Affiliates or any successor thereto in accordance with the terms of the Wyeth's Retiree Welfare Plans as in effect on the date of termination of the Transferred Employee from Genzyme or its Affiliates or successor thereto. However, Transferred Employees who are eligible for medical coverage under Genzyme's medical plan shall receive coverage under Genzyme's medical plan while employed by Genzyme. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. 20 (g) Genzyme shall be responsible for any legally mandated continuation of health care coverage ("MANDATED HEALTH CARE COVERAGE") for all Transferred Employees and/or their covered dependents who have a loss of health care coverage due to a qualifying event (as defined in Section 4980B of the Code) (each, a "RECIPIENT") that occurs after the Closing Date and Wyeth shall remain responsible for any Mandated Health Care Coverage for all Recipients who have a loss of health care coverage due to a qualifying event (as defined in Section 4980B of the Code) that occurs prior to the Closing Date. (h) Wyeth maintains a dependent care spending account plan and a medical spending account plan for the benefit of their employees ("WYETH'S SPENDING ACCOUNT PLANS"). Transferred Employees who are participants in Wyeth's Spending Account Plans shall be permitted to submit claims for expenses incurred during the plan year on or prior to the Closing Date for a period of sixty (60) days after the Closing. Wyeth shall treat the Transferred Employees for purposes of Wyeth's Spending Account Plans the same as Wyeth treats any employee whose employment is terminated by Wyeth. The Transferred Employees will be free to enroll in the medical spending account plan of Genzyme ("GENZYME'S MEDICAL SPENDING ACCOUNT PLAN"). Genzyme shall be responsible for all liabilities for Transferred Employees under Genzyme's Medical Spending Account Plans following the Closing Date. 6.4 STOCK OPTIONS. Wyeth shall be responsible for and incur the costs of stock option compensation for all Transferred Employees with stock options from Wyeth. This includes payments, if any, to Transferred Employees relating to non-exercisable stock options as of the Closing Date. Wyeth shall be liable for any payments, withholding obligations and reporting obligations that arise after the Closing Date under this Section 6.4 under any applicable stock option or stock incentive plan of Wyeth in accordance with its terms. 6.5 NO HIRING OF TRANSFERRED EMPLOYEES. For a period of [**] after the Closing Date, neither Wyeth nor its Affiliates shall hire as an employee (or retain as a consultant or contractor) any Transferred Employee; provided, however, that Wyeth and its Affiliates may hire any Transferred Employee whose employment has been terminated by Genzyme. 6.6 NO THIRD PARTY BENEFICIARIES. No provision of this Agreement shall create any third party beneficiary or other rights in any Employee (including any beneficiary or dependent thereof) or any persons in respect of continued employment with Wyeth, or with any of their Affiliates, and no provision of this Agreement shall create any such rights in any such persons in respect of any benefits that may be provided, directly or indirectly, under any Benefit Plan or Benefit Arrangement, or any plan or arrangement which may be maintained or established by Wyeth or any of their Affiliates. No provision of this Agreement shall constitute a limitation on the right of Genzyme or any Affiliates of Genzyme to terminate any Employee at will. ARTICLE 7 PAYMENTS 7.1 UP-FRONT PAYMENT. In addition to the repurchase of inventory of Synvisc Product pursuant to Section 5.6 and the other payments hereunder, Genzyme shall pay to Wyeth a non-refundable, one-time payment in the amount of ninety-five million dollars ($95,000,000) [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. 21 on the Closing Date as partial consideration for the termination of the Synvisc Agreements, the transfer of the Acquired Assets and the other rights and licenses granted to Genzyme hereunder. 7.2 MILESTONE PAYMENT RELATING TO PRODUCT NET SALES. In addition to the other payments hereunder, within thirty (30) days following the achievement by Genzyme (taking into account all Synvisc Net Sales) of the following milestone during the Term and in the Territory, Genzyme shall pay to Wyeth the non-refundable, one-time payment below:

MILESTONE EVENT AMOUNT Achievement of Synvisc Net Sales during any $ 60,000,000 twelve (12) month period of at least $200,000,000

For the avoidance of doubt, the milestone payment under this Section 7.2 shall be payable only once during the Term, irrespective of the number of additional periods during which the milestone event may be achieved. 7.3 POST-CLOSING PAYMENT. Upon performance of the "Wyeth's Deliverables" in accordance with SCHEDULE 7.3, Genzyme shall pay to Wyeth a one-time, non-refundable payment of twenty million dollars ($20,000,000). 7.4 CONTINGENT PAYMENTS. (a) PAYMENT RATE. With respect to Cumulative Net Sales: (i) thirty percent (30%) of Cumulative Net Sales for that portion of Cumulative Net Sales that is less than or equal to $438,000,000; (ii) fifteen percent (15%) of Cumulative Net Sales for that portion of the total amount of Cumulative Net Sales that is greater than $438,000,000 but less than or equal to $1,100,000,000; and (iii) no payments shall be owed with respect to Cumulative Net Sales that are greater than $1,100,000,000. (b) CONTINGENT PAYMENT REPORTS AND PAYMENTS. Within fifteen (15) days after the last day of each calendar month during the Term, Genzyme shall deliver to Wyeth a true and accurate report of Synvisc Net Sales by Genzyme, its Affiliates and licensees during the preceding calendar month period (any such period, a "PAYMENT PERIOD"), with all contingent payments, if any, due under Section 7.4(a) for the period covered by such report being due within thirty (30) days of the end of the applicable calendar month. Such report shall also include (i) a statement of Cumulative Net Sales as of the end of the Payment Period and (ii) the information necessary for Wyeth to verify "Synvisc Net Sales" during the applicable period on a country-by-country (or such other territory as is reported by a Genzyme licensee) and Synvisc Product-by- Synvisc Product basis. Genzyme shall continue to provide such reports for a period [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. 22 of six (6) months following the satisfaction of Genzyme's obligation to make payments to Wyeth under this Agreement, and thereafter no further reports shall be required. 7.5 PAYMENT METHOD. All payments due to Wyeth under this Agreement shall be made by Genzyme in the United States in U.S. Dollars by wire transfer to a bank account designated by Wyeth. 7.6 EXCHANGE RATE. For any given Payment Period, if any portion of Synvisc Net Sales would be otherwise determined in currency other than U.S. Dollars then, for the purposes of calculating contingent payments due under Section 7.4(a), that portion of Synvisc Net Sales attributable to each type of such currency will be converted to U.S. Dollars in the following manner: (a) Synvisc Net Sales will be determined in its original currency for each of the three (3) months during the Payment Period; then (b) the Synvisc Net Sales values for each month as calculated under Section 7.6(a) will be separately converted into U.S. Dollars based on the average rate of exchange for that month (based on the rates published in the WALL STREET JOURNAL during such month); and then (c) the portion of Synvisc Net Sales attributable to that currency for that Payment Period will be the sum of the three (3) monthly values calculated under Section 7.6(b). 7.7 WITHHOLDINGS. All taxes, assessments and fees of any nature levied or incurred on account of any payments accruing under this Agreement, by national, state or local governments, will be assumed and paid by Genzyme, except taxes levied thereon as income taxes to Wyeth, and if such taxes are required to be withheld by Genzyme by the applicable national, state or local governmental entity, then Genzyme shall deduct such taxes from such payments due to Wyeth and shall pay such taxes on the account of Wyeth, and shall secure and provide to Wyeth a receipt of such payment, together with copies of all pertinent communications from or with such governmental entities with respect thereto. Genzyme agrees to reasonably cooperate with Wyeth in any effort by Wyeth in claiming any exemption from such deductions or withholdings under any double taxation or similar agreement or treaty from time to time in force and in minimizing the amount required to be so withheld or deducted, such cooperation to consist of providing receipts of payment of such withheld tax or other documents reasonably available to Genzyme. 7.8 RECORDS; AUDIT. (a) GENZYME RECORDS. Genzyme will maintain, and cause its Affiliates, and licensees to maintain, complete and accurate records regarding its activities relating to this Agreement (including, without limitation, the means of calculating the amounts which are relevant to the calculation of Synvisc Net Sales under this Agreement), and such records shall be retained and open during reasonable business hours for a period of three (3) years from the creation of individual records for examination or for a longer period of time, if required by applicable law, and not more often than once each calendar year, by an independent certified [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. 23 public accountant that is selected by Wyeth and reasonably acceptable to Genzyme for the sole purpose of verifying the correctness of calculations and classifications of payments made by Genzyme, its Affiliates or licensees, under this Agreement and that is subject to a binding confidentiality and non-use agreement no less restrictive than the terms of Article 14. The auditing expense shall be paid by Wyeth; PROVIDED, HOWEVER, that if the audit reveals an underpayment by Genzyme of amounts due under this Agreement in excess of five percent (5%), Genzyme shall bear and promptly reimburse Wyeth for the auditing expense. In any case, Genzyme shall make any payments necessary to Wyeth to correct any underpayment by Genzyme. Any records or accounting information received from Genzyme, its Affiliates, or licensees shall be Confidential Information for purposes of Article 14. Results of any such audit shall be provided to both Parties, subject to Article 14. (b) AUDIT. If there is a dispute between the Parties solely with respect to the results of the audit performed pursuant to Section 7.8(a), Wyeth may refer the issue (an "AUDIT DISAGREEMENT") to an independent certified public accountant (selected in accordance with Section 7.8(b)(ii)) for resolution. In the event Wyeth refers an Audit Disagreement for resolution, the Parties shall comply with the following procedures: (i) Wyeth shall provide written notice to Genzyme that it is invoking the procedures of this Section 7.8(b). (ii) Within thirty (30) business days of the giving of such notice, the Parties shall jointly select a recognized international accounting firm to act as an independent expert to resolve such Audit Disagreement. (iii) The Audit Disagreement submitted for resolution shall be described by the Parties to the independent expert in writing within ten (10) business days of the selection of such independent expert. (iv) The independent expert shall render a decision on the matter (including a determination with respect to the allocation of costs as described in Section 7.8(c)) as soon as practicable. (v) The decision of the independent expert shall be final and binding, unless such Audit Disagreement involves alleged fraud, breach of this Agreement or construction or interpretation of any of the terms and conditions hereof. (c) COSTS. The cost of the independent expert shall be borne equally by the two parties and the parties shall otherwise bear their own costs associated with participating in the procedure called for in Section 7.8(b). 7.9 LATE PAYMENTS. Genzyme shall pay interest to Wyeth on the aggregate amount of any payments that are not paid on or before the date such payments are due under this Agreement at a rate per annum equal to the lesser of the prime interest rate as reported by Chase Manhattan Bank NA plus three percent (3%), for the applicable period, or the highest rate [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. 24 permitted by applicable law, calculated from such payment was due to the date such payment is made. ARTICLE 8 SERVICES 8.1 TRANSITION SERVICES. Wyeth shall provide and deliver, and as necessary shall cause its Affiliates or relevant Third Parties to provide and deliver, the transition services and items specified on SCHEDULE 8.1 (collectively, the "TRANSITION SERVICES") in each case by the respective dates described on such schedule and in accordance with the terms and conditions of this Agreement. 8.2 SERVICES. It is understood that the performance of the Transition Services may be subject to disruption that may be a consequence of the announcement of this Agreement, but such disruption does not release Wyeth from its obligations to perform such Services in accordance with the terms of this Agreement. 8.3 TRANSITION COORDINATION. As of the Closing Date and for the duration of the Transition Services, each Party shall designate one or more employees to coordinate the management of the Transition Services. At least once every two weeks, these coordinators (or their respective designees) shall meet either in-person or by telephone to assess the progress towards completion of the Transition Services and each will use his or her reasonable efforts to facilitate completion of the Transition Services, including the review of the costs and expenses incurred in connection with the performance of the Transition Services. 8.4 STANDARDS OF PERFORMANCE. Wyeth shall provide (and cause its Affiliates to provide) the Transition Services with at least the same level of skill, quality, care, timeliness, and cost effectiveness as such services, functions, equipment and tasks existed or were performed prior to the Signing Date, if applicable, but in no event with a standard less that commercial reasonableness; and for such services not performed prior to the Signing Date they shall be performed to a standard of no less than commercial reasonableness. Genzyme will make its facilities, equipment, materials and employees available to Wyeth as necessary and reasonably requested by Wyeth for the provision of the Transition Services. ARTICLE 9 REPRESENTATIONS AND WARRANTIES OF WYETH Wyeth represents and warrants as of the Signing Date as follows: 9.1 DUE ORGANIZATION. Wyeth is a corporation duly organized under the laws of the State of Delaware and has all necessary power and authority to conduct its business in the manner in which it is currently being conducted. 9.2 THIRD PARTY AGREEMENTS. Neither Wyeth nor any of its Affiliates has entered into any agreement with any Third Party pursuant to which such Third Party has granted a [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. 25 license, or covenant not to sue or to assert, under such Third Party's Patents, which Patents relate to the research, development, manufacture, use, sale, offer for sale of any Synvisc Products. 9.3 INTELLECTUAL PROPERTY. Wyeth has not granted any sublicense in or to or otherwise Encumbered any of the Genzyme Collaboration IP. 9.4 PROCEEDINGS; ORDERS. (a) There is no pending proceeding, and to the knowledge of Wyeth, no Third Party has threatened by written communication to commence any proceeding: (i) that involves Wyeth and that specifically relates to the Acquired Assets or Wyeth's performance under the Synvisc Agreements; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the execution of this Agreement and the Closing. To the knowledge of Wyeth, no event has occurred, and no claim, dispute or other condition or circumstance exists, that might give rise to or serve as a basis for the commencement of any such proceeding; (b) To the knowledge of Wyeth, there are no pending proceedings that involve Wyeth and that specifically relate to the Synvisc Products other than the product liability proceedings set forth in SCHEDULE 9.4(b); and (c) To the knowledge of Wyeth, there is no judicial or administrative order relating to any Synvisc Products to which Wyeth is subject. 9.5 AUTHORITY; BINDING NATURE OF AGREEMENTS. Wyeth has the power and authority to enter into and to perform its obligations under this Agreement. The execution, delivery and performance by Wyeth of this Agreement have been duly authorized by all necessary corporate action on the part of Wyeth. This Agreement constitutes the legal, valid and binding obligation of Wyeth, enforceable against Wyeth in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. 9.6 NON-CONTRAVENTION; CONSENTS. (a) The consummation or performance of any of the obligations under this Agreement by Wyeth will not (with or without notice or lapse of time): (i) contravene, conflict with or result in a violation of (A) any of the provisions of Wyeth's Certificate of Incorporation or bylaws, or (B) any resolution adopted by Wyeth's Board of Directors (or any committee thereof) or stockholders; (ii) to the knowledge of Wyeth, contravene, conflict with or result in a violation of, any legal requirement or any judicial or administrative order to which Wyeth, or any of the assets owned or used by Wyeth, is subject; or (iii) result in the imposition or creation of any Encumbrance upon or with respect to the Acquired Assets. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. 26 (b) Other than filings under the HSR Act, Wyeth was not, is not and will not be required to make any filing with or give any notice to, or to obtain any consent from, any person prior to the consummation or performance of this Agreement. 9.7 BROKERS. Wyeth has not agreed or become obligated to pay, or has taken any action that might result in any Third Party claiming to be entitled to receive, any brokerage commission, finder's fee or similar commission or fee in connection with this Agreement. 9.8 ADDITIONAL REPRESENTATIONS. (a) Wyeth and its Affiliates have no assets (including without limitation any intellectual property rights, information or materials) related solely to the Synvisc Products other than the Acquired Assets; (b) To the knowledge of Wyeth, all schedules attached to this Agreement are complete and accurate in all material respects; (c) the Acquired Assets are acquired by Genzyme free of any Encumbrances; and (d) the inventory of Synvisc Product to be repurchased by Genzyme pursuant to Section 5.6 has not been adulterated or misbranded by Wyeth and has been stored in accordance with Synvisc Product labeling. 9.9 DISCLAIMER. WYETH MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF INFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE 9. WITHOUT LIMITATION OF THE FOREGOING, AND EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE 9, NOTHING CONTAINED IN THIS AGREEMENT SHALL BE CONSTRUED AS EXTENDING ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE ACQUIRED ASSETS, THE TRANSFERRED INTELLECTUAL PROPERTY OR THE TRANSITION SERVICES. 9.10 SURVIVAL. The representations and warranties set forth in this Article 9 shall expire eighteen (18) months after the Closing Date, with the exception of the representation and warranty set forth in Section 9.7 which shall be perpetual. Any claims made with respect to such representations and warranties (including, without limitation, any claim made under Section 13.1) must be brought prior to the applicable expiration date (if any) for such representation and warranty; PROVIDED, HOWEVER, that such expiration date shall not affect the continued adjudication of such claim brought prior to such applicable expiration date. ARTICLE 10 REPRESENTATIONS AND WARRANTIES OF GENZYME [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. 27 Genzyme represents and warrants as of the Signing Date as follows: 10.1 DUE ORGANIZATION. Genzyme is a corporation duly organized under the laws of the State of Massachusetts, and has all necessary power and authority to conduct its business in the manner in which it is currently being conducted. 10.2 NON-CONTRAVENTION; CONSENTS. (a) The consummation or performance of any of the obligations under this Agreement by Genzyme will not (with or without notice or lapse of time): (i) contravene, conflict with or result in a violation of (A) any of the provisions of Genzyme's Certificate of Incorporation or bylaws or (B) any resolution adopted by Genzyme's Board of Directors (or any committee thereof) or stockholders; or (ii) to the knowledge of Genzyme, contravene, conflict with or result in a violation of any legal requirement or any judicial or administrative order to which Genzyme or any of the assets owned or used by Genzyme is subject. (b) Other than filings under the HSR Act, Genzyme was not, is not and will not be required to make any filing with or give any notice to, or to obtain any consent from, any person prior to the consummation or performance of this Agreement. 10.3 PROCEEDINGS; ORDERS. There is no pending proceeding, and to the knowledge of Genzyme, Genzyme has not received written notice or other communication threatening to commence any proceeding: (i) that involves Genzyme and that relates to or might affect the Acquired Assets or the ability of Genzyme to perform this Agreement; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the execution of this Agreement and the Closing. To the knowledge of Genzyme, no event has occurred, and no claim, dispute or other condition or circumstance exists, that might give rise to or serve as a basis for the commencement of any such proceeding. 10.4 AUTHORITY; BINDING NATURE OF AGREEMENT. Genzyme has the right, power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement by Genzyme have been duly authorized by all necessary corporate action on the part of Genzyme. This Agreement constitutes the legal, valid and binding obligation of Genzyme, enforceable against Genzyme in accordance with its terms, subject to (a) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (b) rules of law governing specific performance, injunctive relief and other equitable remedies. 10.5 BROKERS. Genzyme has not agreed or become obligated to pay, or taken any action that might result in any person or entity claiming to be entitled to receive, any brokerage commission, finder's fee or similar commission or fee in connection with this Agreement. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. 28 10.6 ADDITIONAL REPRESENTATIONS. Genzyme is not engaged in, and has no current plans to commence, a clinical study for the use of a Synvisc Product for any use other than the treatment of osteoarthritis. As of the Signing Date, other than Synvisc Product for use for the treatment of osteoarthritis, Genzyme is not engaged in, and has no current plans to commence, a clinical study for the use of a candidate Viscosupplement Product. 10.7 DISCLAIMER. GENZYME MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF INFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE 10. 10.8 SURVIVAL. The representations and warranties set forth in this Article 10 shall expire eighteen (18) months after the Closing Date, with the exception of the representation and warranty set forth in Section 10.5 which shall be perpetual. Any claims made with respect to such representations and warranties (including, without limitation, any claim made under Section 13.2) must be brought prior to the applicable expiration date (if any) for such representation and warranty; PROVIDED, HOWEVER, that such expiration date shall not affect the continued adjudication of any such claim brought prior to such applicable expiration date. ARTICLE 11 PRE-CLOSING COVENANTS 11.1 PRE-CLOSING COVENANTS OF WYETH. (a) ACCESS. Subject to the provisions of the confidentiality obligations below in Article 14, during the period from the Signing Date through the Closing Date (the "PRE-CLOSING PERIOD"), Wyeth will, after receiving reasonable advance notice from Genzyme, give Genzyme reasonable access (during normal business hours) to Wyeth's facilities, to Wyeth's books and records relating to the Acquired Assets and to the Transferred Employees and will provide Genzyme with such information, data and materials regarding the Acquired Assets and Transferred Employees and any other appropriate matters germane to the subject matter of this Agreement as Genzyme may reasonably request. Such access shall include but not be limited to Wyeth providing Genzyme with the information, data and materials set forth in SCHEDULE 11.1(a) (the "PRE-CLOSING INFORMATION") within a reasonable amount of time but in no event later than the periods set forth in SCHEDULE 11.1(a). After the Closing Date and subject to the confidentiality obligations below in Article 14, Genzyme shall have the right to use the Pre-Closing Information for any purpose related to the Acquired Assets and Transferred Employees. In addition, Wyeth will assist Genzyme in communicating with the Transferred Employees so as to prepare for and facilitate the transition of the Transferred Employees to Genzyme on the Closing Date. All Genzyme employees and agents participating in such facility visits shall comply with all Wyeth written policies and procedures while on Wyeth sites as reasonably notified in advance by Wyeth. (b) CONDUCT OF BUSINESS. Except as contemplated or permitted by this Agreement, or as otherwise approved in writing by Genzyme, during the Pre-Closing Period [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. 29 Wyeth will (i) continue to sell, promote and distribute the Synvisc Product in substantially the same manner as it has been doing so immediately prior to the Signing Date, including maintaining current levels of sales and marketing investment in the Synvisc Products; (ii) continue to share one-half of the clinical study expenses for the hip trial and the Synvisc II pilot study incurred as of the Closing Date; and (iii) use reasonable efforts to retain, and maintain the integrity and value of, the Wyeth sales force and brand team dedicated to the Synvisc Products (the "WYETH SALES FORCE"). [**] During the Pre-Closing Period and after the Closing Date, Wyeth will not provide any severance benefits to any Employee who declines a position with Genzyme which is offered by Genzyme in accordance with Section 6.2(a). Wyeth shall ensure that the transfer of the Acquired Assets and information under this Agreement complies with all applicable privacy, data protection or data transfer laws and regulations including without limitation the Health Insurance Portability and Accountability Act (HIPAA), as amended, and, to the extent that such privacy regulations restrict Wyeth's ability to transfer any Acquired Assets or information to Genzyme hereunder, the Parties will cooperate and share equally any reasonable Third Party costs, if any, in obtaining any required authorizations or consents for such transfer. Wyeth shall use reasonable efforts to obtain any required consents from any Third Party who is a party to the Assigned Contracts for the assignment of the Assigned Contracts to Genzyme effective on the Closing Date. (c) INVENTORY REPORTS. During the Pre-Closing Period, Wyeth shall provide Genzyme with a monthly report of its inventory levels, such report to be substantially in the form attached hereto as SCHEDULE 11.1(c). (d) NEGATIVE COVENANTS. Except as contemplated or permitted by this Agreement or as otherwise approved in writing by Genzyme, during the Pre-Closing Period Wyeth will not (i) license or dispose of any material Acquired Assets, (ii) prematurely terminate or materially amend, grant a sublicense under or assign any of the Assigned Contracts, or (iii) commit a material breach of any Assigned Contract. If Wyeth requests Genzyme's approval of a proposed action that would otherwise result in a breach by Wyeth of this Section 11.1(d), Genzyme will respond promptly to Wyeth's request and will not unreasonably withhold its approval of the proposed action. (e) CONDITIONS. Wyeth will use commercially reasonable efforts (i) to cause the conditions set forth in Section 12.1 to be satisfied on a timely basis and (ii) otherwise to cause the Closing to take place as soon as reasonably practicable. (f) FINANCIAL STATEMENTS. If requested by Genzyme, Wyeth will provide reasonable assistance, as appropriate, and at Genzyme's expense, for Genzyme to produce any audited financial statements or other financial data required by Genzyme to comply with the requirements of the securities laws with respect to the transaction contemplated in this Agreement. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. 30 11.2 PRE-CLOSING COVENANTS OF GENZYME. (a) PRE-CLOSING COMMITMENTS. Genzyme shall use commercially reasonable efforts to minimize the extent and period of Transition Services required by Genzyme, and to be as ready as permitted by applicable law to take over conduct of the Synvisc Product business in the United States as of the Closing Date. (b) CONDITIONS. Genzyme will use commercially reasonable efforts (i) to cause the conditions set forth in Section 12.2 to be satisfied on a timely basis and (ii) otherwise to cause the Closing to take place as soon as reasonably practicable. 11.3 HSR ACT. (a) Each of Genzyme and Wyeth shall, as promptly as practicable after the date hereof, file or supply, or cause to be filed or supplied, all notifications and information required to be filed or supplied pursuant to the HSR Act in connection with the transactions contemplated by this Agreement. Each of Genzyme and Wyeth shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission which is necessary under the HSR Act. As promptly as practicable, Genzyme and Wyeth shall make, or cause to be made, all such other filings and submissions under laws, rules and regulations applicable to them, or to their Affiliates, as may be required for them to consummate the transactions contemplated hereby in accordance with the terms of this Agreement. Genzyme and Wyeth shall keep one another apprised of the status of any communications with, and inquiries or requests for additional information from, any governmental authority, including the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice, and shall comply promptly with any such inquiry or request. Genzyme shall pay the costs of all filing fees under the HSR Act. (b) Each of Genzyme and Wyeth shall use reasonable commercial efforts to resolve any objections that may be asserted by the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice with respect to the transactions contemplated hereby, and shall cooperate with each other to contest any challenges to the transactions contemplated hereby by any such governmental entity. The Parties agree to cooperate and to use their respective reasonable commercial efforts to obtain any government clearances or approvals required for Closing under the HSR Act, to respond to any government requests for information under the HSR Act, and to contest and resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the transactions contemplated by this Agreement under the HSR Act or which is otherwise required to consummate the transactions contemplated by this Agreement. ARTICLE 12 CONDITIONS PRECEDENT TO CLOSING [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. 31 12.1 CONDITIONS PRECEDENT TO GENZYME'S OBLIGATION TO CLOSE. Genzyme's obligation to purchase the Acquired Assets and to take the other actions required to be taken by Genzyme at the Closing and thereafter is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Genzyme, in whole or in part, in writing): (a) ACCURACY OF REPRESENTATIONS. Those representations and warranties of Wyeth set forth in Article 9 shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date. (b) PERFORMANCE OF COVENANTS. Wyeth shall have performed, in all material respects, all covenants required by this Agreement to be performed by Wyeth on or before the Closing Date. (c) HSR ACT. The waiting period (and any extension thereof) applicable to the consummation of the Agreement under the HSR Act applicable to the transactions contemplated hereby shall have expired or been terminated. (d) ADDITIONAL DOCUMENTS. Wyeth shall have executed and delivered such bills of sale, assignments and other instruments as Genzyme may reasonably require as necessary to evidence and effectuate the transfer of the Acquired Assets to Genzyme. (e) NO RESTRAINTS. No injunction or other order preventing the consummation of the transactions contemplated by this Agreement shall have been issued since the Signing Date by any foreign, United States federal or state court of competent jurisdiction and shall remain in effect; and no foreign, United States federal or state law, rule or regulation that makes consummation of the transactions contemplated by this Agreement illegal shall have been enacted or adopted since the Signing Date and shall remain in effect. 12.2 CONDITIONS PRECEDENT TO WYETH'S OBLIGATION TO CLOSE. Wyeth's obligation to sell and transfer the Acquired Assets to Genzyme and to take the other actions required to be taken by Wyeth at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Wyeth, in whole or in part, in writing): (a) ACCURACY OF REPRESENTATIONS. The representations and warranties of Genzyme set forth in Article 10 shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date. (b) PERFORMANCE OF COVENANTS. Genzyme shall have performed, in all material respects, all covenants required by this Agreement to be performed by Genzyme on or before the Closing Date. (c) HSR ACT. The waiting period (and any extension thereof) applicable to the consummation of the Agreement under the HSR Act applicable to the transactions contemplated hereby shall have expired or been terminated. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. 32 (d) NO RESTRAINTS. No injunction or other order preventing the consummation of the transactions contemplated by this Agreement shall have been issued since the Signing Date by any foreign, United States federal or state court of competent jurisdiction and shall remain in effect; and no foreign, United States federal or state, law, rule or regulation that makes consummation of the transactions contemplated by this Agreement illegal shall have been enacted or adopted since the Signing Date and shall remain in effect. (e) ADDITIONAL DOCUMENTS. Genzyme shall have executed and delivered such other documents as Wyeth may reasonably require evidencing Genzyme's assumption of the obligations being assigned to Genzyme pursuant to this Agreement. ARTICLE 13 INDEMNIFICATION 13.1 INDEMNIFICATION BY WYETH. Except as set forth in Section 13.2 hereof, and except to the extent caused by Genzyme's, or its Affiliates' or licensees' negligent, reckless or willful acts or omissions, Wyeth shall indemnify, defend and hold Genzyme and its directors, officers, employees, agents and Affiliates harmless from and against any liabilities, damages, costs or expenses, including reasonable attorneys' fees (collectively, "DAMAGES") incurred or suffered as the result of Third Party claims, demands, or judgments to the extent arising out of or relating to: (a) any material breach of any covenant, agreement, representation or warranty of Wyeth contained in this Agreement, and (b) any Product Liability relating to Synvisc Product sold by Wyeth prior to the Closing but excluding defects introduced into such Synvisc Product by Genzyme in violation of the warranties under the Supply Agreement. The indemnification obligations arising in connection with the breach of any representation or warranty by Wyeth shall expire upon the expiration of the applicable representation or warranty as set forth in Section 9.10 or, if later, with respect to any claim brought under this Section 13.1 prior to the expiration date of the applicable representation or warranty, until the final adjudication of such claim. 13.2 INDEMNIFICATION BY GENZYME. Except as set forth in Section 13.1 hereof, and except to the extent caused by Wyeth's or its Affiliates', or licensees' negligent, reckless or willful acts or omissions, Genzyme shall indemnify, defend and hold Wyeth and its directors, officers, employees, agents and Affiliates harmless from and against any Damages incurred or suffered as the result of Third Party claims, demands, or judgments, to the extent arising out of or relating to: (a) any activities relating to any Synvisc Product, including without limitation the development, manufacture, storage, distribution, promotion, and commercialization of Products, that are performed by or on behalf of Genzyme, its Affiliates, or licensees after the Closing; (b) any Product Liability relating to any Synvisc Product sold by Genzyme after the Closing, and (c) any material breach of any covenant, agreement, representation or warranty of Genzyme contained in this Agreement. The indemnification obligations arising in connection with the breach of any representation or warranty by Genzyme shall expire upon the expiration of the applicable representation or warranty as set forth in Section 10.7, or, if later, with respect to any claim brought under this Section 13.2 prior to the expiration date of the applicable representation and warranty, until the final adjudication of such claim. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. 33 13.3 INDEMNIFICATION PROCEDURE. Each Party will notify the other Party in writing in the event it becomes aware of a claim for which indemnification may be sought hereunder. In case any proceeding (including any governmental investigation) shall be instituted involving any Party in respect of which indemnity may be sought pursuant to this Article 13, such Party (the "INDEMNIFIED PARTY") shall promptly notify the other Party (the "INDEMNIFYING PARTY") in writing and the Indemnifying Party and Indemnified Party shall meet to discuss how to respond to any claims that are the subject matter of such proceeding. The Indemnified Party shall cooperate fully with the Indemnifying Party in defense of such matter. The Indemnifying Party, upon request of the Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and shall pay the fees and expenses of such counsel related to such proceeding. In any such proceeding, the Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (a) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both Parties by the same counsel would be inappropriate due to actual or potential differing interests between them. All such fees and expenses shall be reimbursed as they are incurred. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, but, if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. The Indemnifying Party shall not, without the written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which the Indemnified Party is, or arising out of the same set of facts could have been, a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability on claims that are the subject matter of such proceeding. 13.4 INDEMNIFICATION FOR ACTIVITIES PRIOR TO CLOSING. Except as provided in Section 2.2 of this Agreement, the obligations of the Parties under Article 11 of the U.S. License Agreement and Article 11 of the Supply Agreement (and, solely to the extent necessary to give meaning to such obligations, any representations or warranties contained in these agreements) shall survive termination of the Synvisc Agreements solely with respect to those activities conducted prior to the Closing by either of the Parties. 13.5 INSURANCE. Genzyme shall obtain by the Closing Date and maintain at all times during the three (3) year period thereafter, Products Liability Insurance with reputable and financially secure insurance carriers each having an A.M. Best rating of A-VII or better, to cover its indemnification obligations under Section 13.2, with limits of not less than one million dollars ($1,000,000.00) per occurrence and five million dollars ($5,000,000.00) in the aggregate. Genzyme shall provide Wyeth with a Certificate of Insurance evidencing this coverage within thirty (30) days after the Closing. Genzyme shall have the right to maintain self-insurance with respect to all or a part of its insurance obligations under this Section 13.5. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. 34 ARTICLE 14 CONFIDENTIALITY 14.1 NON-DISCLOSURE AND NON-USE. (a) Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, Wyeth agrees to keep confidential, and not to publish or otherwise disclose or use for any purpose other than as provided for in this Agreement, any Genzyme Confidential Information. (b) Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, Genzyme agrees to keep confidential, and not to publish or otherwise disclose or use for any purpose other than as provided for in this Agreement, any Wyeth Confidential Information. (c) The obligations set forth in the foregoing Sections 14.1 (a) and (b) shall not apply to Confidential Information of a Party to the extent the receiving Party establishes that such Confidential information: (i) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party; (ii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iii) became generally available to the public or otherwise part of the public domain after its disclosure to the receiving Party, and other than through any act or omission of the receiving Party in breach of this Agreement; (iv) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or (v) was independently developed by employees of the receiving Party who had no knowledge of or access to the Confidential Information of the other Party. 14.2 AUTHORIZED DISCLOSURE. (a) Each Party may disclose Confidential Information of the other Party to the extent such disclosure is required by an order of a court or other government agency or is required to comply with applicable governmental regulations, PROVIDED, HOWEVER, that if a Party is required by court order, law or regulation to make any such disclosures of the other Party's Confidential Information it will give reasonable advance notice to the other Party sufficient to allow such other Party to seek confidential treatment of such Confidential Information. (b) Wyeth may disclose Genzyme Confidential Information, without prior notice to Genzyme, (i) in connection with the performance of the Transition Services described [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. 35 in Article 8, to its Affiliates, permitted subcontractors, employees, consultants, representatives or agents who are providing such Transition Services, and (ii) to existing or potential acquirers or merger candidates, each of whom prior to disclosure must be subject to a binding confidentiality agreement. (c) Genzyme may disclose Wyeth Confidential Information, without prior notice to Wyeth, (i) in connection with the research, development, manufacture, use or sale of Synvisc Products or in the performance of this Agreement, to its Affiliates, licensees, employees, consultants, representatives or agents, and (ii) to existing or potential acquirers or merger candidates, potential collaborators, investment bankers, existing or potential investors, venture capital firms or other financial institutions or investors for purposes of obtaining financing, each of whom prior to disclosure must be subject to a binding confidentiality agreement. 14.3 PUBLICITY. The Parties agree that the public announcement of the execution of this Agreement shall be substantially in the form of the press release to be mutually agreed to by the Parties. Any other publication, news release or other written public announcement referring to the other Party relating to this Agreement, or such other Party's performance hereunder or under the Synvisc Agreements, shall first be reviewed and approved by both Parties, which approval shall not be unreasonably withheld; PROVIDED, HOWEVER, that any disclosure which is required by law or by stock exchange regulations as advised by the disclosing Party's counsel may be made without the prior consent of the other Party, although the other Party shall be given prompt notice of any such legally or otherwise required disclosure and to the extent practicable shall provide the other Party an opportunity to comment on the proposed disclosure. ARTICLE 15 MUTUAL RELEASE; LIMITATIONS ON REMEDIES 15.1 MUTUAL RELEASE. (a) DEFINITIONS. (i) The term "ASSOCIATED PARTIES," when used herein with respect to a Party, shall mean and include: (A) such Party's predecessors, successors, executors, administrators, heirs and estate; (B) such Party's past, present and future assigns, directors, officers, employees, agents and representatives; (C) each entity that such Party has the power to bind (by such Party's acts or signature) or over which such Party directly or indirectly exercises control; and (D) each entity of which such Party owns, directly or indirectly, at least 50% of the outstanding equity, beneficial, proprietary, ownership or voting interests. For clarity, the term "Associated Parties" shall include without limitation any and all Affiliates. (ii) The term "CLAIMS" shall mean and include all past, present and future disputes, claims, controversies, demands, rights, obligations, liabilities, actions and causes of action of every kind and nature, including without limitation (A) any unknown, unsuspected or undisclosed claim; (B) any claim or right that may be asserted or exercised in a capacity as a stockholder, director, officer or employee, or in any other capacity; and (C) any claim, right or [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. 36 cause of action based upon any breach of any express, implied, oral or written contract or agreement. (iii) The term "RELEASED CLAIMS," when used herein with respect to a Party, shall mean and include each and every Claim that (A) such Party may have had in the past, may now have or may have in the future against the other Party or its Associated Parties, and (B) has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any circumstance, agreement, activity, action, omission, event or matter occurring or existing on or prior to the Signing Date to the extent such Claim relates to or arises under the Synvisc Agreements; PROVIDED, HOWEVER, that the Released Claims shall exclude: (1) any and all rights to seek and obtain indemnification under this Agreement and the Synvisc Agreements to the extent that such rights expressly survive termination of the Synvisc Agreements pursuant to Section 13.4 of this Agreement; and (2) any and all rights to seek and obtain enforcement of, or a remedy arising out of the breach of, any obligation provided for in this Agreement. (b) RELEASE. Each Party, for itself and for each of its Affiliates, hereby generally, irrevocably, unconditionally and completely releases and forever discharges the other Party and each of the other Party's Associated Parties from, and hereby irrevocably, unconditionally and completely waives and relinquishes, each of such Party's Released Claims. The Parties acknowledge they are aware that they may hereafter discover facts in addition to or different from those now known or believed to be true with respect to the subject matter of this release, but that it is their intention to hereby fully, finally and forever settle and release all such claims, disputes and differences, known or unknown, suspected or unsuspected, that now exist or heretofore have existed between the Parties and that in furtherance of such intention, this release shall remain in effect as a full and complete release notwithstanding the discovery or existence of any such additional or different facts. 15.2 LIMITATION OF REMEDIES. The Parties agree and acknowledge that, effective as of the Closing Date, the termination of the Synvisc Agreements and Genzyme's acquisition of any and all of the rights in and to the Acquired Assets described in Article 3, the transfer of those Acquired Assets pursuant to this Agreement are final and irrevocable and shall in no way be modified, altered or subject to any limitation, notwithstanding any alleged breach by Genzyme of any provision hereunder, any alleged breach or default of any other obligation owed to Wyeth, or termination of all or any portion of this Agreement for any reason. In the event of any dispute arising out of or relating to Genzyme's payment obligations under Article 7 hereunder, Wyeth agrees and understands that its sole and exclusive remedy for any such claim shall be a claim for monetary damages from and against Genzyme and that it hereby waives any and all remedies or claims for equitable or other forms of relief, except for monetary damages. 15.3 CONSEQUENTIAL DAMAGES. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, TREBLE OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY; PROVIDED, HOWEVER, THAT THIS LIMITATION WILL NOT LIMIT THE INDEMNIFICATION OBLIGATION OF SUCH PARTY UNDER THE PROVISIONS OF ARTICLE 13 FOR SUCH DAMAGES [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. 37 CLAIMED BY A THIRD PARTY OR A PARTY'S LIABILITY FOR BREACH OF ITS OBLIGATIONS UNDER ARTICLE 14. 15.4 REMEDIES. Other than as set forth in Section 15.2, nothing in this Agreement will limit either Party's right to seek immediate injunctive or other equitable relief whenever the facts or circumstances would permit a Party to seek such relief in a court of competent jurisdiction. ARTICLE 16 CLOSING; TERM AND TERMINATION 16.1 TERM. Unless terminated prior to Closing under Section 16.2, the terms and conditions of this Agreement will commence on the Signing Date and will continue in full force and effect during the Term, except for certain obligations that are limited in time as specified throughout this Agreement. 16.2 TERMINATION RIGHT. Either Party shall have the right prior to Closing to terminate this Agreement effective immediately upon written notice to the other Party if the Closing does not occur upon the later of (i) the HSR Clearance Date or (ii) March 31, 2005, solely because the conditions in Sections 12.1(c) and 12.2(c) have not been satisfied. After the conditions in Sections 12.1(c) and 12.2(c) have been fulfilled, either Party may terminate this Agreement prior to Closing if, and only if, the other Party is unable to fulfill its other Closing conditions under Sections 12.1 or 12.2, as applicable, and such terminating Party has not waived fulfillment of such other Closing conditions, in each case no later than fifteen (15) business days after the satisfaction of the conditions set forth in Sections 12.1(c) and 12.2(c). Each Party shall be liable and responsible for all costs incurred by such Party in connection with the transactions contemplated by this Agreement in the event of such termination. For avoidance of doubt, neither Party may terminate this Agreement after Closing. As used herein, the term "HSR CLEARANCE DATE" shall mean the earlier of (a) the date on which the United States Federal Trade Commission shall notify Genzyme and Wyeth of early termination of the applicable waiting period under the HSR Act or (b) the day after the date on which the applicable waiting period under the HSR Act expires. 16.3 SURVIVAL. (a) The provisions of Articles 3, 14, and 15 and Sections 2.1, 2.2. 4.1, 6.6, 7.4(b), 7.5, 7.6, 7.7, 7.8, 7.9, 9.7, 10.5, 13.1, 13.2, 13.3, 13.4, 16.3, 17.2, 18.1, 18.3 through 18.12, together with any definitions used or exhibits, schedules, or appendices referenced in the foregoing Articles and Sections, will survive any expiration of this Agreement. (b) In the event of termination of this Agreement as permitted under Section 16.2 above, it shall forthwith be void and have no effect, without liability or obligations as a result of such termination on the part of any Party, its directors, officers or stockholders, except that the provisions of Sections 9.7, 10.5, 16.3, 17.1, 17.2, 18.1 and 18.3 through 18.12 together with any definitions used or exhibits, schedules, or appendices referenced in the foregoing Articles and Sections, will survive such termination. Nothing contained herein shall relieve any Party from liability for any breach of this Agreement occurring before such termination. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. 38 ARTICLE 17 DISPUTE RESOLUTION 17.1 EXECUTIVE OFFICERS. The Parties will try to settle their differences amicably between themselves. If any claim, dispute, or controversy of whatever nature arising out of or relating to this Agreement, including the performance or alleged non-performance of a Par