BMRN » Topics » CONFIDENTIAL TREATMENT REQUESTED

This excerpt taken from the BMRN 10-K filed Feb 27, 2009.

CONFIDENTIAL TREATMENT REQUESTED

STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center">Redacted Portions are indicated by [****]

SIZE="2">DEVELOPMENT AND COMMERCIALIZATION AGREEMENT

THIS DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
(“Agreement”) dated as of January 4, 2009 (“Effective Date”), is entered into between La Jolla Pharmaceutical Company, a Delaware corporation having its principal place of business at 6455 Nancy Ridge Drive,
San Diego, California 92121 (“La Jolla”) and BioMarin CF Limited, an Irish corporation having its registered place of business at 2 Earlsfort Terrace, Dublin 2, Ireland (“BioMarin CF”).

STYLE="margin-top:18px;margin-bottom:0px" ALIGN="center">BACKGROUND

A. La Jolla is developing
a formulation of abetimus sodium (as further defined below, a “Product”) for the treatment of lupus nephritis and systemic lupus erythematosus (“SLE”). La Jolla owns or controls certain patents, know-how and other
intellectual property relating to such Products.

B. BioMarin CF, through its Affiliates, is an established biopharmaceutical company which
focuses its experience and expertise in the development and commercialization of products for the treatment of rare diseases.

C. BioMarin
CF desires to obtain a right to participate fully in the co-development and co-commercialization of Products in the United States, and exclusive rights in the development and commercialization of Products in all other countries except for the
countries in the Asia-Pacific region.

D. La Jolla is willing to grant to BioMarin CF such rights on the terms and conditions set forth in
this Agreement.

E. Concurrently with this Agreement, the Parties or their respective Affiliates are entering into a Securities Purchase
Agreement under which La Jolla shall issue to an Affiliate of BioMarin CF shares of capital stock of La Jolla, all as set forth in such Securities Purchase Agreement (as further defined below, the “Securities Purchase Agreement”).







NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein contained, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

SIZE="2">ARTICLE I

This excerpt taken from the BMRN 10-K filed Feb 28, 2008.

CONFIDENTIAL TREATMENT REQUESTED

FACE="Times New Roman" SIZE="2">Redacted Portions are indicated by [****]

 

FACE="Times New Roman" SIZE="2">AMENDED AND RESTATED COLLABORATION AGREEMENT

 

FACE="Times New Roman" SIZE="2">THIS AMENDED AND RESTATED COLLABORATION AGREEMENT effective as of January 1, 2008 (the “Agreement”) is made by and among Genzyme Corporation, a Massachusetts corporation having its principal place of
business at 500 Kendall Street, Cambridge, Massachusetts 02142 (“Genzyme”), BioMarin Pharmaceutical, Inc., a Delaware corporation having its principal place of business at 105 Digital Drive, Novato, California 94949
(“BioMarin”) and BioMarin/Genzyme LLC, a Delaware limited liability company having its principal place of business at 500 Kendall Street, Cambridge, Massachusetts 02142 (“BioMarin/Genzyme LLC”). Genzyme, BioMarin
and BioMarin/Genzyme LLC are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

 

STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center">RECITALS

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">A. BioMarin, Genzyme and BioMarin/Genzyme LLC are parties to a Collaboration Agreement dated as of September 4, 1998 (the “Original
Collaboration Agreement
”) pursuant to which BioMarin and Genzyme through BioMarin/Genzyme LLC develop, manufacture, market and sell Aldurazyme (as defined herein).

SIZE="1"> 

B. The Parties no longer desire to develop, manufacture, market and sell Aldurazyme through a joint venture and instead have
agreed that: (1) BioMarin will manufacture Aldurazyme and sell finished product to Genzyme; (2) Genzyme will label and commercially distribute, market and sell Aldurazyme globally; (3) each of Genzyme and BioMarin may conduct its own
research and development of Aldurazyme and other Collaboration Products (as defined herein) in accordance with the terms of this Agreement and the Manufacturing, Marketing and Sales Agreement (as defined herein); and (4) BioMarin/Genzyme LLC
will maintain and provide intellectual property licenses and sublicenses to BioMarin and Genzyme so that they may fulfill their respective obligations under this Agreement, the Manufacturing, Marketing and Sales Agreement and the Fill Agreement (as
defined herein).

 

C. BioMarin and Genzyme are hereby amending
and restating the Original Collaboration Agreement so that hereafter BioMarin/Genzyme LLC will no longer engage in commercial activities and will solely (1) hold the intellectual property relating to Aldurazyme and license all such intellectual
property on the terms set forth herein to BioMarin and Genzyme on the terms set forth herein and (2) engage in research and development activities that are mutually selected and funded by BioMarin and Genzyme.







NOW THEREFORE, in consideration of the premises and of the covenants herein contained, the Parties
mutually agree as follows:

 

EXCERPTS ON THIS PAGE:

10-K
Feb 27, 2009
10-K
Feb 28, 2008

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