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Exhibit 10.4

Genzyme Transgenics Corporation
175 Crossing Boulevard, Suite 410
Framingham, MA 01702

April 4, 2002

Genzyme Corporation
One Kendall Square
Cambridge, MA 02139
Attn: Henri Termeer, Chairman, President and CEO Re: Repurchase of Genzyme Transgenics Corporation Common Stock from Genzyme Corporation

Ladies and Gentlemen:

This is a binding letter agreement between Genzyme Corporation ("Genzyme"), and Genzyme Transgenics Corporation ("GTC") describing the terms and conditions pursuant to which GTC is purchasing 2,820,000 shares of its common stock (the "GTC Common Stock") from Genzyme.

1. The Stock Repurchase

Pursuant to this Letter Agreement, and effective as of the date hereof, GTC is purchasing from Genzyme 2,820,000 shares of GTC Common Stock identified on Schedule I attached hereto at a purchase price per share equal to $3.385 for an aggregate purchase price of $9,545,700 (the "Purchase Price") comprised of $4,772,850 by wire transfer of immediately available Federal funds and $4,772,850 as provided in Section 2 below.

2. Financing

(a) The Loan. To finance a portion of the Purchase Price, simultaneously with the delivery of this Letter Agreement, Genzyme has provided a loan to GTC in the amount of Four Million Seven Hundred Seventy Two Thousand Eight Hundred Fifty Dollars ($4,772,850) (the "Loan") as evidenced by the Subordinated Secured Promissory Note granted to Genzyme of even date herewith.

3. Lockup

(a) Until the second anniversary of this Letter Agreement, Genzyme agrees that it will not, without the prior written consent of GTC, directly or indirectly, sell, offer or contract to sell, grant any option for the sale of, or otherwise dispose of or transfer, any shares of GTC Common Stock, any shares of GTC Preferred (as that term is defined in Section 4 below), or any security convertible into or exchangeable or exercisable for GTC Common Stock, including, without limitation, convertible debt securities, or any options or warrants to acquire GTC Common Stock (the agreement, the "Lockup").

(b) Notwithstanding the foregoing, in the event of a reduction in the issued and outstanding shares of GTC Common Stock, the Lockup shall not restrict Genzyme from disposing of additional shares of GTC Common Stock or GTC Preferred to the extent necessary to return its percentage ownership in GTC to the percentage prior to such reduction.

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