1 EXHIBIT 10.34 CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. LICENSE AGREEMENTLicense Agreement • October 16th, 1996 • Transkaryotic Therapies Inc • Biological products, (no disgnostic substances) • Delaware
R E C I T A L SRegistration Rights Agreement • August 14th, 2000 • Transkaryotic Therapies Inc • Biological products, (no disgnostic substances) • Delaware
STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT is dated as of the 27th day of October, 1999 by and among Transkaryotic Therapies, Inc., a Delaware corporation with its principal office at 195 Albany Street, Cambridge, MA 02139 (the "COMPANY"),...Stock Purchase Agreement • March 24th, 2000 • Transkaryotic Therapies Inc • Biological products, (no disgnostic substances) • Massachusetts
EXHIBIT 10.37 EMPLOYMENT AGREEMENT AGREEMENT, dated as of May 18, 2000, between Transkaryotic Therapies, Inc., a Delaware corporation (the "Company"), and Michael J. Astrue (the "Executive"). 1. EMPLOYMENT. The Company hereby employs the Executive and...Employment Agreement • August 14th, 2000 • Transkaryotic Therapies Inc • Biological products, (no disgnostic substances) • Massachusetts
ARTICLE I.Lease Agreement • March 31st, 1999 • Transkaryotic Therapies Inc • Biological products, (no disgnostic substances) • Massachusetts
COMMON STOCKTranskaryotic Therapies Inc • December 21st, 2001 • Biological products, (no disgnostic substances) • New York
EXHIBIT 10.36 TRANSKARYOTIC THERAPIES, INC. Incentive Stock Option Agreement Granted Under 2002 Stock Incentive Plan, as amended 1. Grant of Option. This agreement evidences the grant by Transkaryotic Therapies, Inc., a Delaware corporation (the...Incentive Stock Option Agreement • March 16th, 2005 • Transkaryotic Therapies Inc • Biological products, (no disgnostic substances)
1 Exhibit 10.31 COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement (the "Agreement") is entered into as of ___________, 1997, by and among Transkaryotic Therapies, Inc., a Delaware corporation (the "Company") with its principal...Common Stock Purchase Agreement • July 29th, 1997 • Transkaryotic Therapies Inc • Biological products, (no disgnostic substances) • Massachusetts
LEASELease • November 14th, 2000 • Transkaryotic Therapies Inc • Biological products, (no disgnostic substances) • Massachusetts
EXHIBIT 1.1 Transkaryotic Therapies, Inc. 1.25% Convertible Senior Notes due May 15, 2011 Underwriting AgreementTranskaryotic Therapies Inc • April 29th, 2004 • Biological products, (no disgnostic substances) • New York
1 EXHIBIT 10.33 CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • October 16th, 1996 • Transkaryotic Therapies Inc • Biological products, (no disgnostic substances) • Delaware
EXHIBIT 10.33 EMPLOYMENT AGREEMENT AGREEMENT, dated as of February 4, 2000, between Transkaryotic Therapies, Inc., a Delaware corporation (the "Company"), and Joseph G. Habarta, Ph.D. (the "Executive"). 1. EMPLOYMENT. The Company hereby employs the...Employment Agreement • May 12th, 2000 • Transkaryotic Therapies Inc • Biological products, (no disgnostic substances) • Massachusetts
LEASE EXPIRATION DATE: 11:59 p.m. Boston time on the last day of the tenth (10th) Lease Year, unless extended pursuant to Section 3(b) of the Lease. PRIMARY TERM FIXED RENT: The annual Fixed Rent during the Primary Term of the Lease shall be in the...Lease Agreement • April 2nd, 2001 • Transkaryotic Therapies Inc • Biological products, (no disgnostic substances) • Massachusetts
Exhibit 10.33 STOCKHOLDERS' AGREEMENT STOCKHOLDERS' AGREEMENT, dated as of this 12th day of April, 2000, by and among the following Stockholders in TKT Europe - 5S AB, a corporation which will be organized under the laws of Sweden, hereinafter...Stockholders' Agreement • June 15th, 2001 • Transkaryotic Therapies Inc • Biological products, (no disgnostic substances)
ANDRights Agreement • December 14th, 2000 • Transkaryotic Therapies Inc • Biological products, (no disgnostic substances) • Delaware
FORM OF SUBORDINATED INDENTURETranskaryotic Therapies Inc • December 13th, 2000 • Biological products, (no disgnostic substances) • New York
FORM OF SENIOR INDENTUREIndenture • December 13th, 2000 • Transkaryotic Therapies Inc • Biological products, (no disgnostic substances) • New York
TRUSTEE INDENTURETranskaryotic Therapies Inc • May 2nd, 2005 • Biological products, (no disgnostic substances) • New York
1 Exhibit 10.36 Fifth Amendment to Registration Rights Agreement This Fifth Amendment to the Registration Rights Agreement, dated as of October 1, 1996 (the "FIFTH AMENDMENT"), by and among Transkaryotic Therapies, Inc., a Delaware corporation (the...Registration Rights Agreement • October 4th, 1996 • Transkaryotic Therapies Inc • Biological products, (no disgnostic substances) • Delaware
December 23, 1998 Fleet National Bank One Federal Street Boston, MA 02110 Gentlemen: This letter agreement will set forth certain understandings between Transkaryotic Therapies, Inc., a Delaware corporation (the "Borrower") and Fleet National Bank...Transkaryotic Therapies Inc • July 30th, 1999 • Biological products, (no disgnostic substances) • Massachusetts
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 15th, 2003 • Transkaryotic Therapies Inc • Biological products, (no disgnostic substances) • Delaware
This Agreement is made as of the 30th day of April 2003, by and between Transkaryotic Therapies, Inc., a Delaware corporation (the “Corporation”), and Michael J. Astrue (the “Indemnitee”), a director and an officer of the Corporation.
PLACEMENT AGREEMENT ---------------------------Transkaryotic Therapies Inc • July 24th, 1997 • Biological products, (no disgnostic substances) • California
Exhibit 10.30 REIMBURSEMENT AGREEMENT This REIMBURSEMENT AGREEMENT is made as of May 18, 2000, by and between Transkaryotic Therapies, Inc., a Delaware corporation (the "Company") and William H. Pursley (the "Borrower"). WHEREAS, the Borrower has been...Reimbursement Agreement • April 2nd, 2001 • Transkaryotic Therapies Inc • Biological products, (no disgnostic substances)
This REIMBURSEMENT AGREEMENT is made as of May 18, 2000, by and between Transkaryotic Therapies, Inc., a Delaware corporation (the "Company") and William H. Pursley (the "Borrower").
RECITALSPurchase and Sale and Assignment Agreement • April 2nd, 2001 • Transkaryotic Therapies Inc • Biological products, (no disgnostic substances)
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. COMMERCIAL SUPPLY AND PROCESS VALIDATION AGREEMENTSupply and Process Validation Agreement • April 7th, 2003 • Transkaryotic Therapies Inc • Biological products, (no disgnostic substances) • Maryland
THIS COMMERCIAL SUPPLY AGREEMENT (the “Agreement”) is entered into as of this 6th day of December, 1999 by and between TRANSKARYOTIC THERAPIES, INC.,(“TKT”), a Delaware corporation having an address at 195 Albany Street, Cambridge, MA 02139, and CHESAPEAKE BIOLOGICAL LABORATORIES, INC., a Maryland corporation having an address at 1111 South Paca Street, Baltimore, MD 21230 (“CBL”), with respect to the following:
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 27th, 2005 • Transkaryotic Therapies Inc • Biological products, (no disgnostic substances) • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of April 21, 2005, among Transkaryotic Therapies, Inc., a Delaware corporation (the “Company”), Shire Pharmaceuticals Group plc, a public limited company incorporated under the laws of England and Wales (“Parent”), and Sparta Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 2002 • Transkaryotic Therapies Inc • Biological products, (no disgnostic substances) • Massachusetts
AGREEMENT, dated as of March 18, 2001, between Transkaryotic Therapies, Inc., a Delaware corporation (the “Company”), and Renato Fuchs (the “Executive”).
LICENSE AGREEMENTLicense Agreement • December 19th, 2002 • Transkaryotic Therapies Inc • Biological products, (no disgnostic substances) • Delaware
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 15th, 2003 • Transkaryotic Therapies Inc • Biological products, (no disgnostic substances)
This Agreement is made as of the 13th day of March 2003, by and between Transkaryotic Therapies, Inc., a Delaware corporation (the “Corporation”), and Daniel E. Geffken (the “Indemnitee”), an officer of the Corporation.
EXHIBIT 10.1 CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • May 10th, 2004 • Transkaryotic Therapies Inc • Biological products, (no disgnostic substances) • Delaware
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. SERVICES AGREEMENT between LONZA BIOLOGICS PLC and TRANSKARYOTIC THERAPIES, INC.Agreement • November 9th, 2004 • Transkaryotic Therapies Inc • Biological products, (no disgnostic substances) • England and Wales
EXHIBIT 10.35 TRANSKARYOTIC THERAPIES, INC. Nonstatutory Stock Option Agreement Granted Under 2002 Stock Incentive Plan, as amended 1. Grant of Option. This agreement evidences the grant by Transkaryotic Therapies, Inc., a Delaware corporation (the...Transkaryotic Therapies Inc • March 16th, 2005 • Biological products, (no disgnostic substances)
TRANSKARYOTIC THERAPIES, INC. 700 Main Street Cambridge, MA 02139 Phone: (617) 349-0200 April 21, 2005Transkaryotic Therapies Inc • April 27th, 2005 • Biological products, (no disgnostic substances)
This letter is to confirm our agreement that, effective as of the date of this letter, you hereby resign as an officer and an employee of Transkaryotic Therapies, Inc.(the “Company”) and as a member of the Board of Directors of the Company.
April 28, 2003Transkaryotic Therapies Inc • August 12th, 2003 • Biological products, (no disgnostic substances) • Massachusetts
In connection with the termination of your employment with Transkaryotic Therapies, Inc., (the “Company”) on June 30, 2003, you are eligible to receive the severance benefits described in the “Description of Severance Benefits” attached to this letter as Attachment A if you sign and return this letter agreement to Linda Pettingell by May 23, 2003. By signing and returning this letter agreement, you will be entering into a binding agreement with the Company and will be agreeing to the terms and conditions set forth in the numbered paragraphs below, including the release of claims set forth in paragraph 3. Therefore, you are advised to consult with your attorney before signing this letter agreement and you may take up to twenty-one (21) days to do so. If you sign this letter agreement, you may change your mind and revoke your agreement during the seven (7) day period after you have signed it by notifying Linda Pettingell of your revocation in writing. If you do not so revoke, this letter
RETENTION AGREEMENTRetention Agreement • May 15th, 2003 • Transkaryotic Therapies Inc • Biological products, (no disgnostic substances) • Massachusetts
This Retention Agreement is made as of March 13, 2003 by and between Transkaryotic Therapies, Inc., a Delaware company (the “Company”), and Daniel E. Geffken (the “Executive”).
