Negative Pledge Agreement

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Exhibit 10.3

NEGATIVE PLEDGE AGREEMENT


This Negative Pledge Agreement is made as of March 27, 2002, by and between GENZYME TRANSGENICS CORPORATION ("Borrower") and SILICON VALLEY BANK , a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462, doing business under the name "Silicon Valley East" ("Bank").

In connection with, among other documents, the Loan and Security Agreement (the "Loan Documents") being concurrently executed herewith between Borrower and Bank, Borrower agrees as follows: 1. Except for the granting of licenses of the Borrower's Intellectual Property in the ordinary course of Borrower's business, and other licensing, partnership or joint ventures entered into in the ordinary course of Borrower's business, Borrower has not, and shall not, sell, transfer, assign, mortgage, pledge, lease, grant a security interest in, or encumber any of Borrower's Intellectual Property (as defined below)

2. Borrower has not, and shall not, enter into a negative pledge agreement, or similar agreement, affecting the rights of the Intellectual Property with any other party.

3. It shall be an event of default under the Loan Documents between Borrower and Bank if there is a breach of any term of this Negative Pledge Agreement.

4. As used herein,

a. "Intellectual Property" means:

(i) Any and all Copyrights;

(ii) Any and all trade secrets, and any and all intellectual property rights in computer software and computer software products now or hereafter existing, created, acquired or held;

(iii) Any and all design rights which may be available to Borrower now or hereafter existing, created, acquired or held;

(iv) All Mask Works ...