GTC BIOTHERAPEUTICS INC
EXHIBIT 10.20.1
<DOCUMENT>
<TYPE>EX-10.20-1
<SEQUENCE>6
<FILENAME>a2106144zex-10_201.txt
<DESCRIPTION>EXHIBIT 10.20.1
<TEXT>
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                                                                    CONFIDENTIAL

                                                                 Exhibit 10.20.1

                                                          CONFIDENTIAL TREATMENT

                                    GTC Biotherapeutics, Inc. has requested that
                                the marked portions of this document be accorded
                                   confidential treatment pursuant to Rule 24b-2
                                   promulgated under the Securities Exchange Act


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                            LIMITED LIABILITY COMPANY

                                    AGREEMENT

                                       OF

                                 TAURUS hSA LLC


                       ----------------------------------

                            Dated: December 20, 2002

                           Effective: January 1, 2003

                       ----------------------------------


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                                TABLE OF CONTENTS

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                                                                                                               PAGE
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ARTICLE I       DEFINITIONS........................................................................................1

    1.1     Definitions............................................................................................1

ARTICLE II      FORMATION AND PURPOSE OF THE COMPANY..............................................................11

    2.1     Formation.............................................................................................11

    2.2     Company Name..........................................................................................11

    2.3     Effective Date........................................................................................11

    2.4     Term..................................................................................................11

    2.5     Purpose...............................................................................................11

    2.6     Offices: Registered Agent.............................................................................11

    2.7     Filings...............................................................................................11

    2.8     Execution of Initial Documents........................................................................12

ARTICLE III     CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS; ALLOCATIONS; DISTRIBUTIONS...............................12

    3.1     Capital Contributions.................................................................................12

    3.2     Subsequent Capital Contributions......................................................................12

    3.3     Capital Accounts......................................................................................13

    3.4     Net Profits and Net Loss..............................................................................13

    3.5     Regulatory Allocations................................................................................14

    3.6     Allocation of Tax Items for Federal and State and Local Tax Purposes..................................15

    3.7     Section 754 Election..................................................................................16

    3.8     Distributions.........................................................................................16

    3.9     No Return.............................................................................................17

    3.10    No Interest...........................................................................................17

    3.11    Distributions in Kind.................................................................................17

ARTICLE IV      FINANCIAL MATTERS; INFORMATION....................................................................17

    4.1     Books of Account......................................................................................17

    4.2     Financial Statements and Other Information............................................................18

    4.3     Inspection Rights of Members..........................................................................18

    4.4     Other Information.....................................................................................18

ARTICLE V       TAX MATTERS.......................................................................................18
</Table>

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<Table>
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    5.1     Partnership for Tax Purposes..........................................................................18

    5.2     Tax Matters Member....................................................................................19

    5.3     Tax Elections, Tax Reporting and Accounting Decisions.................................................19

    5.4     Tax Returns...........................................................................................19

    5.5     Withholding...........................................................................................19

ARTICLE VI      GOVERNANCE AND MANAGEMENT OF THE COMPANY..........................................................20

    6.1     Powers of Members.....................................................................................20

    6.2     Management of the Company.............................................................................20

    6.3     Appointment and Removal of the Committee Members......................................................20

    6.4     Meetings of the Management Committee..................................................................21

    6.5     Quorum and Voting.....................................................................................21

    6.6     Procedural Matters of the Management Committee........................................................24

    6.7     Deadlock..............................................................................................25

    6.8     Managers..............................................................................................25

    6.9     Additional Personnel/Services.........................................................................26

    6.10    Initial Focus of Company..............................................................................27

ARTICLE VII     LIABILITY; EXCULPATION; INDEMNIFICATION...........................................................27

    7.1     Liability for Debts of the Company; Limited Liability.................................................27

    7.2     Inapplicability of Certain Doctrines..................................................................28

    7.3     Indemnification.......................................................................................28

    7.4     Procedures............................................................................................28

    7.5     Non-Exclusive Remedy..................................................................................29

    7.6     Continuing Provisions.................................................................................29

ARTICLE VIII    DISSOLUTION AND WINDING UP; RESIGNATION OF A MEMBER...............................................29

    8.1     Dissolution Events....................................................................................29

    8.2     Termination...........................................................................................29

    8.3     Certain Catch-Up Payments.............................................................................31

    8.4     Survival of Rights, Duties and Obligations............................................................33

    8.5     No Resignations by Members............................................................................33

ARTICLE IX      TRANSFERS OF INTERESTS; EXIT STRATEGY; ADMISSION OF MEMBERS.......................................33

    9.1     General Restrictions on Transfer......................................................................33
</Table>

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    9.2     Right of First Offer..................................................................................33

    9.3     Transfers to Third Parties............................................................................34

    9.4     Exit Strategy.........................................................................................34

    9.5     Approvals.............................................................................................36

    9.6     Recognition of Transfer of Member Interests; Additional Members.......................................36

    9.7     Buyback Right.........................................................................................36

ARTICLE X       COMPANY BUSINESS PLAN AND BUDGET..................................................................38

    10.1    Approval of Proposed Company Business Plan and Budget.................................................38

    10.2    Quarterly Company Business Plan and Budget............................................................38

ARTICLE XI........................................................................................................38

ARTICLE XI      MEMBER REPRESENTATIONS AND WARRANTIES; MEMBER COVENANTS...........................................39

    11.1    Member Representations and Warranties.................................................................39

    11.2    Covenant Not to Compete...............................................................................39

    11.3    Future Developments...................................................................................39

    11.4    No Further Obligations................................................................................40

ARTICLE XII     GENERAL PROVISIONS................................................................................41

    12.1    Notices...............................................................................................41

    12.2    Confidential Information..............................................................................42

    12.3    Use of Names..........................................................................................43

    12.4    Entire Agreement; Non-Waiver..........................................................................44

    12.5    Amendments and Waivers................................................................................44

    12.6    Successors and Assigns................................................................................44

    12.7    Resolution of Disputes................................................................................44

    12.8    Further Assurances....................................................................................45

    12.9    Applicable Law........................................................................................45

    12.10   Severability..........................................................................................45

    12.11   Counterparts..........................................................................................45
</Table>

SCHEDULES

Schedule A - GTC Contributed Assets
Schedule B - Percentage Interests
Schedule C - Incurred and Forecasted 2002 Expenses of GTC
Schedule D - Principal Terms of Service Agreements

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                       LIMITED LIABILITY COMPANY AGREEMENT

     This Limited Liability Company Agreement (the "AGREEMENT") of Taurus hSA
LLC, a Delaware limited liability company (the "COMPANY"), dated December 20,
2002 and effective as of January 1, 2003 (the "EFFECTIVE DATE"), is entered into
by and among Fresenius Kabi Holding, Inc., a Delaware corporation ("FRESENIUS
KABI") and GTC Biotherapeutics, Inc., a Massachusetts corporation ("GTC,"
together with Fresenius Kabi, the "MEMBERS").

                                    RECITALS

     WHEREAS, the Members desire to enter into this Agreement in order to set
forth certain matters concerning the ownership and operation of the Company and
their understanding and agreement with respect to certain rights and obligations
of the Members as members of the Company;

     NOW, THEREFORE, in consideration of the premises and of the covenants and
agreements hereinafter set forth, the parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

          1.1     DEFINITIONS.

          (a)     As used in this Agreement, the following terms shall have the
meanings set forth below:

     "ACT" shall mean the Limited Liability Company Act of the State of
Delaware, as amended from time to time.

     "ADJUSTED CAPITAL ACCOUNT DEFICIT" shall mean with respect to any Member
the deficit balance, if any, in a Member's Capital Account at the end of any
Fiscal Year, with the following adjustments: (i) credit to such Capital Account
any amount that such Member is obligated or deemed obligated to restore under
Regulations Section 1.704-1(b)(2)(ii)(c), as well as any additions thereto
pursuant to the next to last sentences of Regulations Sections 1.704-2(g)(1) and
1.704-2(i)(5), after taking into account thereunder any changes during such year
in Company Minimum Gain and in the minimum gain attributable to any Member
Nonrecourse Debt; and (ii) debit to such Capital Account the items described in
Regulations Section 1.704-1(b)(2)(ii)(d)(4),(5) and (6). The foregoing
definition of Adjusted Capital Account Deficit is intended to comply with the
provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted
in a manner consistent with such intent.

     "AFFILIATE" shall mean any partnership, limited liability company,
corporation, trust or other entity or association, directly or indirectly,
through one or more intermediaries, controlling, controlled by, or under common
control with, a Member. The term "control" means the right to exercise, directly
or indirectly, more than fifty percent (50%) of the voting rights attributable
to the controlled corporation, limited liability company, partnership, trust or
other entity or

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association, or the power, directly or indirectly, to direct or cause the
direction of the management or policies of such controlled entity.

     "BUSINESS DAY" shall mean any day except a Saturday, Sunday or other day on
which commercial banking institutions in Boston, Massachusetts or Frankfurt,
Germany, are authorized to close.

     "BUYBACK RIGHT" shall have the meaning set forth in Section 9.7(a).

     "BUYING MANAGING MEMBER" shall have the meaning set forth in
Section 9.7(a).

     "CAPITAL ACCOUNT" shall mean, with respect to any Member, the separate
account that the Company shall establish and maintain for such Member in
accordance with the following provisions:

          (i)     To each Member's Capital Account there shall be credited the
          amount of such Member's cash contributions and the agreed value of
          such Member's non-cash contributions, such Member's distributive share
          of Net Profits and any items in the nature of income or gain specially
          allocated to such Member hereunder, and the amount of any Company
          liabilities assumed by such Member or which are secured by any
          property distributed to such Member.

          (ii)    To each Member's Capital Account there shall be debited the
          Member's distributive share of Net Loss, any items in the nature of
          deductions or losses specially allocated to such Member hereunder, the
          amount of any cash and the Gross Asset Value of any property
          distributed to such Member pursuant to the terms of this Agreement,
          and the amount of any liabilities of such Member assumed by the
          Company or which are secured by any property contributed by such
          Member to the Company.

          (iii)   In the event any interest in the Company is transferred in
          accordance with the terms of this Agreement, then the Transferee shall
          succeed to the Capital Account of the transferor to the extent it
          relates to the transferred interest.

          (iv)    In determining the amount of any liability for purposes of
          subparagraphs (i) and (ii) hereof, there shall be taken into account
          Section 752(c) of the Code and any other applicable provisions of the
          Code and the Regulations.

     The foregoing definition, and the other provisions of this Agreement
relating to the maintenance of Capital Accounts, are intended to comply with
Section 704(b) of the Code and Section 1.704-1(b) of the Regulations and shall
be interpreted and applied in a manner consistent therewith. In the event the
Management Committee determines that it is prudent to modify the manner in which
the Capital Accounts, or any debits or credits thereto, are computed in order to
comply with such Regulations, or in the event this Agreement fails to indicate
the proper Capital Account treatment for a particular item of income, gain,
deduction, loss, or amounts in the nature thereof, the Management Committee may
make proper adjustments to the Members' Capital Accounts, provided that, and
notwithstanding anything in this Agreement to the contrary, the adjustments do
not materially affect the amounts distributable to any Member in accordance with

                                        2
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their underlying economic arrangements as evidenced by the other provisions of
this Agreement. All adjustments shall be made in a way that (i) is consistent
with the underlying economic arrangements of the Members; (ii) maintains
equality between the aggregate governing Capital Accounts of the Members and the
amount of Company capital reflected on the Company's balance sheet, as computed
for book purposes in accordance with Regulations Section 1.704-1(b)(2)(iv)(g);
and (iii) is based, wherever practicable, on federal tax accounting principles.

     "CODE" shall mean the Internal Revenue Code of 1986, as such may be amended
from time to time.

     "COMMITTEE MEMBERS" shall have the meaning set forth in Section 6.3.

     "COMPANY BUSINESS" shall mean (i) the development, manufacture, use,
marketing, sale and overall commercialization of rhSA and products derived from
or utilizing rhSA (excluding fusion proteins) for both Therapeutic and
Non-Therapeutic Uses, (ii) such other business activities as shall be approved
by the Management Committee in accordance herewith and (iii) all activities
necessary in connection with, or incidental to, the foregoing.

     "COMPANY BUSINESS PLAN AND BUDGET" shall mean the Proposed Company Business
Plan and Budget as approved in accordance with Section 10.1.

     "COMPANY MINIMUM GAIN" shall have the same meaning as the term "partnership
minimum gain" as such term is defined in Regulations Sections 1.704-2(b)(2) and
(d)(1).

     "DECREASED PERCENTAGE MEMBER" shall have the meaning set forth in
Section 6.6.

     "DEPRECIATION" shall mean, for each Fiscal Year or other period, an amount
equal to the federal income tax depreciation, amortization or other cost
recovery deduction allowable with respect to an asset for such Fiscal Year or
other period, except that if the Gross Asset Value of an asset differs from its
adjusted basis for federal income tax purposes at the beginning of such Fiscal
Year or other period, Depreciation shall be an amount that bears the same ratio
to such beginning Gross Asset Value as the federal income tax depreciation,
amortization or other cost recovery deduction for such Fiscal Year or other
period bears to such beginning adjusted tax basis; provided, however, that if
the adjusted tax basis for federal income tax purposes of an asset at the
beginning of such Fiscal Year or other period is zero, Depreciation shall be
determined by reference to such beginning Gross Asset Value using any reasonable
means selected by the Management Committee.

     "DISSOLUTION EVENT" shall have the meaning set forth in Section 8.1.

     "ECONOMIC RISK OF LOSS" shall have the meaning specified in Regulations
Section 1.752-2.

     "EXCIPIENT USES" shall mean uses of rhSA for the (galenic) formulation and
stabilization of a drug, usually plasma-derived or recombinant
biopharmaceuticals, where rhSA is a non-biologically active component of that
drug.

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     "EXCLUDED LOSSES" shall mean, with respect to any Losses incurred by an
Indemnified Person, all such Losses arising from, in respect of or in connection
with any criminal conduct, intentionally tortious conduct, willful misconduct,
gross negligence, fraud, knowing violation or contravention of any United States
federal or state or foreign law or any breach of any of the material terms of
this Agreement or any other agreement with the Company to which such Indemnified
Person is a party, in each case on the part of such Indemnified Person or its
Affiliates or any of their respective employees, Committee Members, officers,
directors, shareholders, members, partners, agents or authorized
representatives.

     "EXERCISE DATE" shall have the meaning set forth in Section 9.7(b).

     "EXERCISE NOTICE" shall have the meaning set forth in Section 9.2.

     "EXISTING SERVICE ARRANGEMENTS" shall mean all service agreements and other
arrangements relating to the Field of Interest, including without limitation the
following agreements and arrangements: (i) Exclusive Development and License
Agreement between Advanced Cell Technology, Inc. and GTC dated June 8, 1999;
(ii) Collaboration Agreement between GTC and Pro-Edge, LP (d/b/a Trans Ova
Genetics) dated February 25, 1997, (iii) Process Transfer and Scaleup Agreement
dated November 15, 2001 between Sigma-Aldrich, Inc. and GTC and (iv) Heads of
Agreement dated May 24, 1999 by and between Prometic Biosciences Inc. and GTC,
and all amendments, modifications or supplements to the foregoing.

     "EXIT STRATEGY" shall mean (i) the sale of the Company pursuant to a sale
of all or substantially all equity interests in the Company, a sale of all or
substantially all of the assets of the Company, a merger or a consolidation
("SALE OF COMPANY") to an unaffiliated third party, (ii) a sale by a Member of
all of its Interest or (iii) a liquidation of the Company.

     "FAIR MARKET VALUE" of (i) cash equivalents shall be the face amount
thereof, (ii) marketable securities shall be the last reported sale price
thereof on the principal market on which it traded on the last full trading day
prior to the determination and (iii) any other assets or property shall be the
price that a willing seller would sell and a willing buyer would buy such assets
or property having full knowledge of the facts, and assuming each party acts on
an arm's-length basis with the expectation of concluding the purchase and sale
within a reasonable time.

     "FIELD OF INTEREST" shall have the meaning set forth in Section 11.2.

     "FISCAL YEAR" shall mean the Company's fiscal year, which shall be the
calendar year, unless the Code requires otherwise. The Fiscal Year shall include
any partial year at the inception or liquidation of the Company.

     "FRESENIUS KABI" shall have the meaning set forth in the Recitals and shall
include its permitted Transferees.

     "GAAP" shall mean United States generally accepted accounting principles as
in effect from time to time.

     "GENERAL MANAGER" shall have the meaning set forth in Section 6.8.

                                        4
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     "GROSS ASSET VALUE" shall mean, with respect to any asset, the adjusted
basis of such asset for federal income tax purposes, except that

                  (i) the initial Gross Asset Value of any asset contributed by
          a Member to the Company shall be an amount equal to the Fair Market
          Value of such asset as determined by the Management Committee;

                  (ii) the Gross Asset Values of all Company assets shall be
          adjusted to equal their respective Fair Market Values (taking
          Section 7701(g) of the Code into account) and making concurrent
          adjustments to the Members' Capital Accounts, as provided in
          Section 1.704-1(b)(2)(iv)(f) of the Regulations and as determined by
          the Management Committee to be necessary to reflect the relative
          economic interests of the Members in the Company, as of the following
          times: (a) immediately prior to the admission of a new Member to the
          Company or acquisition by an existing Member of an additional interest
          in the Company, provided that the consideration contributed to the
          Company upon such admission or acquisition is more than a DE MINIMIS
          amount of money or property; (b) immediately prior to the distribution
          by the Company to a Member of more than a DE MINIMIS amount of
          property as consideration for an interest in the Company; and (c)
          immediately prior to the liquidation of the Company within the meaning
          of Section 1.704-1(b)(2)(ii)(g) of the Regulations;

                  (iii) the Gross Asset Value of any Company asset distributed
          to any Member shall be the Fair Market Value of such asset on the date
          of distribution; and

                  (iv) the Gross Asset Value of Company assets shall be
          increased (or decreased) to reflect any adjustments to the adjusted
          basis of such assets pursuant to the Code Section 734(b) or Code
          Section 743(b), but only to the extent that such adjustments are taken
          into account in determining Capital Accounts pursuant to Regulations
          Section 1.704-1(b)(2)(iv)(m) and Net Profits and Net Loss; provided,
          however, that Gross Asset Values shall not be adjusted pursuant to
          this subparagraph (iv) if the Management Committee determines that an
          adjustment pursuant to subparagraph (ii) hereof is necessary or
          appropriate in connection with a transaction that would otherwise
          result in an adjustment pursuant to this subparagraph (iv).

     If the Gross Asset Value of Company assets has been so determined or
adjusted, such Gross Asset Value shall thereafter be adjusted by the
Depreciation taken into account with respect to such asset. The Fair Market
Value of the Company's assets shall be determined by the Management Committee.

     "GTC" shall have the meaning set forth in the Recitals and shall include
its permitted Transferees.

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     "GTC CONTRIBUTED ASSETS" shall mean in cash and certain intellectual
property listed on Schedule A, with an agreed value for purposes of this
Agreement of [****(*)].

     "GOVERNMENTAL ENTITY" shall mean any government or any agency, bureau,
board, commission, court, department, official, political subdivision, tribunal
or other instrumentality of any government, whether federal, national,
provincial, prefectural, state or local, domestic or foreign.

     "IMPROVEMENT(S)" shall mean any improvements, modifications or enhancements
of or to any of the intellectual property owned or controlled by the Company.

     "INDEMNIFIED LOSSES" shall mean any and all Losses incurred or suffered by
any Indemnified Person as a result of or arising from any Third Party
Proceeding; PROVIDED that Indemnified Losses shall not include (i) any Excluded
Losses of such Indemnified Person, (ii) any loss that is incurred or suffered by
an Indemnified Person solely as a result of an allocation of loss, expense or
deduction to any Member's Capital Account pursuant to the terms of this
Agreement or (iii) any loss of profit or return on any Indemnified Person's
direct or indirect investment in the Company (including any diminution in the
value thereof).

     "INDEMNIFIED PERSON" shall mean each Member, each Affiliate of such Member
and each employee, officer, director, shareholder, member, partner, agent or
authorized representative of such Affiliate or Member including, without
limitation, the Managers and Committee Members.

     "INDEPENDENT VALUATION" shall have the meaning set forth in Section 9.2.

     "INITIATING MEMBER" shall have the meaning set forth in Section 9.4.

     "INTEREST" shall have the same meaning as the term "limited liability
company interest," as such term is defined in section 18-101(8) of the Act.

     "INVENTING MEMBER" shall have the meaning set forth in Section 11.3.

     "INVENTION(S)" shall mean any and all proprietary and nonpublic inventions
(whether or not patentable), discoveries, technical data, formulae,
specifications, testing methods, trade secrets, know how, processes, uses,
process information, and other information and biological, chemical or other
materials.

     "LAW" shall mean any constitutional provision, statute or other law, rule,
regulation or interpretation of any Governmental Entity and any decree,
injunction, judgment, order, ruling, assessment or writ.

     "LIQUIDATING MEMBER" shall have the meaning set forth in Section 8.2.

     "LOSSES" shall mean any and all losses, claims, demands, expenses, damages,
costs, judgments, causes of action, assessments, fines, deficiencies, penalties
or other liabilities (including, without limitation, amounts paid in settlement
and reasonable legal expenses).

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(*) Confidential Treatment has been requested for the marked portion.

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     "MAJOR DECISIONS" shall have the meaning set forth in Section 6.5.

     "MANAGEMENT COMMITTEE" shall have the meaning set forth in Section 6.2.

     "MANAGERS" shall have the meaning set forth in Section 6.8.

     "MANAGING MEMBER" shall mean, initially, GTC and Fresenius Kabi, and,
thereafter, any Person who is a Transferee (as defined in Section 9.6) of all
Percentage Interests held by GTC or Fresenius Kabi and who is admitted as a
Member pursuant to Section 9.6.

     "MEMBER" shall mean each Person that is admitted as a member of the Company
on the date hereof as provided herein, and each other Person that becomes a
member of the Company in accordance with the terms of this Agreement and the
Act.

     "MEMBER'S ADDITIONAL INVESTMENT" shall have the meaning set forth in
Section 3.2.

     "MEMBER'S INITIAL VALUE" shall have the meaning set forth in Section 3.2.

     "MEMBER LOAN MINIMUM GAIN" shall have the meaning as the term "partner
nonrecourse debt minimum gain" as such term is defined in Regulation
Section 1.704-2(i)(2).

     "MEMBER NONRECOURSE DEBT" shall have the same meaning as the term "partner
nonrecourse debt" as such term is defined in Regulations Section 1.704-2(b)(4).

     "MEMBER NONRECOURSE DEDUCTIONS" shall have the meaning set forth in
Section 3.5(d).

     "MEMBER OFFICERS" shall have the meaning set forth in Section 6.7.

     "MPI" shall have the meaning set forth in Section 9.7(a).

     "NET PROFITS" and "NET LOSS" shall mean, for each Fiscal Year or other
period, an amount equal to the Company's taxable income or loss for such Fiscal
Year or period, determined in accordance with Code Section 703(a) (for this
purpose, all items of income, gain, loss or deduction required to be stated
separately pursuant to Code Section 703(a)(1) shall be included in taxable
income or loss), with the following adjustments:

                  (1)  in lieu of the depreciation, amortization and/or cost
     recovery deductions taken into account in computing such taxable income or
     loss, there shall be taken into account Depreciation for such Fiscal Year
     or other period;

                  (2)  any income of the Company that is exempt from federal
     income tax and not otherwise taken into account in computing Net Profits or
     Net Loss shall be added to such taxable income or loss;

                  (3)  any expenditures of the Company described in Code
     Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures
     pursuant to Section 1.704-1(b)(2)(iv)(i) of the Regulations, and not
     otherwise taken into account in computing Net Profits or Net Loss, shall be
     subtracted from such taxable income or loss;

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                  (4)  gain or loss resulting from the sale or other disposition
     of Company property with respect to which gain or loss is recognized for
     federal income tax purposes shall be computed by reference to the Gross
     Asset Value of the Company property sold or disposed of, notwithstanding
     that the adjusted tax basis of such Company property differs from its Gross
     Asset Value;

                  (5)  to the extent an adjustment to the adjusted tax basis of
     any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is
     required pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(4) to be
     taken into account in determining Capital Accounts as a result of a
     distribution other than in liquidation of an interest in the Company, the
     amount of such adjustment shall be treated as an item of gain (if the
     adjustment increases the basis of the asset) or loss (if the adjustment
     decreases the basis of the asset) from the disposition of the asset and
     shall be taken into account for purposes of computing Net Profits or Net
     Loss; and

                  (6)  in the event the Gross Asset Value of any Company asset
     is adjusted pursuant to subparagraph (ii) or subparagraph (iii) of the
     definition of Gross Asset Value, the amount of such adjustment shall be
     taken into account as gain or loss from the disposition of such asset for
     purposes of computing Net Profits or Net Loss;

                  (7)  notwithstanding any subparagraphs hereof, any items that
     are specially allocated under this Agreement shall not be taken into
     account in computing Net Profits and Net Loss for any taxable year.

     "NON-EXERCISING MEMBER" shall have the meaning set forth in Section 9.2.

     "NON-INITIATING MEMBER" shall have the meaning set forth in Section 9.4.

     "NON-INVENTING MANAGING MEMBERS" shall have the meaning set forth in
Section 11.3(b).

     "NON-SELLING MEMBER" shall have the meaning set forth in Section 9.2.

     "NON-THERAPEUTIC USES" shall mean any use of rhSA, or products derived from
or utilizing rhSA (excluding fusion proteins) other than Therapeutic Uses. For
the avoidance of doubt, Non-Therapeutic Uses shall include Excipient Uses,
diagnostic uses and cosmetic uses.

     "OFFERED INTEREST" shall have the meaning set forth in Section 9.2.

     "PERCENTAGE FORMULA" shall have the meaning set forth in Section 3.2.

     "PERCENTAGE INTEREST" shall mean, with respect to any Member, the
percentage set forth beside such Member's name on Schedule B, as adjusted from
time to time pursuant to this Agreement.

     "PERSON" shall mean any individual, corporation, company, voluntary
association, partnership, joint venture, limited liability company, trust,
estate, unincorporated organization, governmental authority or other entity.

                                        8
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     "PROCEEDING" shall mean any suit, proceeding, action, arbitration,
investigation or claim by, in or before any court, arbitrator, administrative
tribunal, governmental body or agency or other forum.

     "PROJECT MANAGER" shall have the meaning set forth in Section 6.8.

     "PROPOSED COMPANY BUSINESS PLAN AND BUDGET" shall have the meaning set
forth in Section 10.1.

     "PROPOSED QUARTERLY COMPANY BUSINESS PLAN AND BUDGET" shall have the
meaning set forth in Section 10.2.

     "PROSPECTIVE BUYER" shall have the meaning set forth in Section 9.4.

     "PROSPECTIVE PURCHASE PRICE" shall have the meaning set forth in
Section 9.4.

     "QUALIFIED IPO" shall mean a significant initial public offering of the
Company on a United States or European securities exchange or NASDAQ approved by
the Management Committee.

     "QUARTERLY COMPANY BUSINESS PLAN AND BUDGET" shall mean the Proposed
Quarterly Company Business Plan and Budget as approved in accordance with
Section 10.2.

     "REGULATIONS" shall mean the income tax regulations promulgated under the
Code, whether temporary, proposed or finalized, as such regulations may be
amended from time to time (including corresponding provisions of succeeding
regulations).

     "REGULATORY ALLOCATIONS" shall have the meaning set forth in Section 3.5.

     "REGULATORY APPROVALS" shall mean, with respect to any transaction, all
approvals, consents and clearances required by applicable law to be obtained in
connection with such transaction from United States federal, state and local and
foreign governmental and regulatory authorities.

     "rhSA" shall mean recombinant human albumin (sometimes commonly referred to
as "human serum albumin") derived from transgenic cattle.

     "RIGHT OF FIRST OFFER" shall have the meaning set forth in Section 9.2.

     "RIGHT OF FIRST REFUSAL" shall have the meaning set forth in Section 9.4.

     "SALE OF COMPANY" shall have the meaning set forth in the definition of
"Exit Strategy".

     "SECTION 704(c) PROPERTY" shall mean (1) each item of property which is
contributed to the Company and to which Section 704(c) of the Code or
Section 1.704-3(a)(3) of the Regulations applies, and (2) each item of Company
property which, as contemplated by Section 1.704-1(b)(4)(i) and other analogous
provisions of the Regulations, is governed by the principles of Section 704(c)
of the Code.

                                        9
<Page>

     "SELLING MANAGING MEMBER" shall have the meaning set forth in
Section 9.7(a).

     "SELLING MEMBER" shall have the meaning set forth in Section 9.2.

     "SERVICE AGREEMENTS" shall have the meaning set forth in Section 6.9.

     "SERVICE ARRANGEMENTS" shall have the meaning set forth in Section 11.3.

     "SUSPENDED DIRECTORS" shall have the meaning set forth in Section 6.6.

     "TAG-ALONG NOTICE" shall have the meaning set forth in Section 9.4(b)(1).

     "TAG-ALONG RIGHTS" shall have the meaning set forth in Section 9.4.

     "TAG-ALONG SALE" shall have the meaning set forth in Section 9.4(b)(1).

     "TAG-ALONG SALE DATE" shall have the meaning set forth in
Section 9.4(b)(1).

     "TAG-ALONG SALE NOTICE" shall have the meaning set forth in
Section 9.4(b)(1).

     "TAX CONTROVERSY" shall mean an income tax audit of any tax return of the
Company, the filing of any amended return or claim for refund in connection with
any item of income, gain, loss, deduction or credit reflected on any tax return
of the Company, or any administrative or judicial proceedings arising out of or
in connection with any such audit, amended return, claim for refund or denial of
such claim.

     "TAX DEPRECIATION" shall mean depreciation, accelerated cost recovery, or
modified cost recovery, and any other amortization, deductions allowed or
allowable with respect to any Company assets for federal, or state or local,
income tax purposes.

     "TAX MATTERS MEMBER" shall have the same meaning as the term "tax matters
partner," as such term is defined in section 6231(a)(7) of the Code.

     "TEFRA" shall mean the Tax Equity and Fiscal Responsibility Act of 1982.

     "THERAPEUTIC USES" shall mean the use of rhSA, or products derived from or
utilizing rhSA (excluding fusion proteins), in humans for the treatment or
prevention of diseases and for the treatment of disease symptoms, e.g., in blood
volume replacement, intra- and extra-corporeal liver dialysis and any other
therapeutic application making use of the specific binding properties inherent
to human albumin molecules.

     "THIRD PARTY PROCEEDING" shall mean a Proceeding conducted, brought or
threatened by a Person other than the Company or any Indemnified Person.

     "TOTAL ADDITIONAL INVESTMENT" shall have the meaning set forth in
Section 3.2.

     "TOTAL INITIAL VALUE" shall have the meaning set forth in Section 3.2.

                                       10
<Page>

     "TRANSFER" shall mean any direct or indirect sale, assignment,
distribution, exchange, gift, bequest, pledge, hypothecation, or other
disposition or encumbrance, by operation of law or otherwise.

     "TRANSFEREE" shall have the meaning set forth in Section 9.6.

     "TRANSFER NOTICE" shall have the meaning set forth in Section 9.2.

          (b)     Unless otherwise specified herein, all accounting terms used
herein shall be interpreted, and all accounting determinations hereunder shall
be made, in accordance with GAAP consistently applied.

                                   ARTICLE II

                      FORMATION AND PURPOSE OF THE COMPANY

          2.1     FORMATION. Fresenius Kabi and GTC hereby organize the Company
pursuant to the provisions of the Act. The Members hereby agree that the Company
shall be governed by the terms and conditions of this Agreement and, except as
otherwise provided herein, the Act.

          2.2     COMPANY NAME. The name of the Company shall be "Taurus hSA
LLC." The Management Committee may change the Company's name or the name under
which the Company conducts business at any time in accordance with the
provisions of this Agreement and the Act.

          2.3     EFFECTIVE DATE. This Agreement shall become effective upon
January 1, 2003.

          2.4     TERM. The Company shall have perpetual existence unless
terminated or dissolved earlier in accordance with the terms of this Agreement.

          2.5     PURPOSE. The Company is formed for the object and purpose of,
and the nature of the business to be conducted and promoted by the Company is,
engaging in the Company Business. In furtherance of its purpose, (i) the Company
shall have and may exercise all of the powers now or hereafter conferred by
Delaware law on limited liability companies formed under the Act and (ii) the
Company shall have the power to do any and all acts necessary, appropriate,
proper, advisable, incidental or convenient to or for the protection and benefit
of the Company.

          2.6     OFFICES: REGISTERED AGENT. The principal office of the Company
shall be established and maintained at 175 Crossing Boulevard, Suite 410,
Framingham, Massachusetts 01702, or at such other or additional place or places
as the Management Committee shall determine from time to time. The registered
agent and office of the Company in the State of Delaware shall be Corporation
Service Company, 2711 Centerville Road, Suite 400, Wilmington, County of
New Castle, Delaware 19808. The Company may have other offices, either within or
outside of the State of Delaware, at such place or places as the Management
Committee may from time to time designate or the business of the Company may
require.

                                       11
<Page>

          2.7     FILINGS.

          (a)     Each Manager is hereby designated as an authorized person,
within the meaning of the Act, to execute, deliver and file, or to cause the
execution, delivery and filing of, the certificate of formation of the Company,
any amendments or restatements of the certificate of formation of the Company
and any other certificates, notices, statements or other instruments (and any
amendments or restatements thereof) necessary or advisable for the formation,
qualification or continuation of existence of the Company in all jurisdictions
where such filings are necessary or appropriate for the Company's conduct of its
business.

          (b)     The Members promptly shall execute and deliver such documents
and perform such acts consistent with the terms of this Agreement as may be
reasonably necessary to comply with the requirements of law for the formation,
qualification and continuation of existence of a limited liability company under
the laws of each jurisdiction in which the Company shall conduct business.

          2.8     EXECUTION OF INITIAL DOCUMENTS. Notwithstanding anything else
herein to the contrary, each of the Managing Members hereby approves the
Certificate of Formation of the Company, the Contribution and License Agreement,
the Assignment and Assumption Agreement, and the Assignment of the Fresenius
License Agreement (collectively, the "COMPANY AGREEMENTS"), in the forms
presented to such Members or their representatives; such Company Agreements to
be executed and delivered, and binding with respect to the Company contemplated
hereby, on the date hereof; and agrees hereby that Daniel Woloshen is authorized
by each of the Managing Members to execute and deliver the Company Agreements on
behalf of the Company in such form and to execute and deliver all such other
documents in connection therewith as he shall determine to be necessary or
desirable in his sole discretion, the execution and delivery of the Company
Agreements and such other documents by Mr. Woloshen to be conclusive evidence of
such approval and of his authority to act.

                                   ARTICLE III

                         CAPITAL CONTRIBUTIONS; CAPITAL
                      ACCOUNTS; ALLOCATIONS; DISTRIBUTIONS

          3.1     CAPITAL CONTRIBUTIONS. Upon execution of this Agreement, (i)
Fresenius Kabi shall contribute to the capital of the Company [****(*)] in cash
and (ii) GTC shall contribute to the capital of the Company the GTC Contributed
Assets. The Percentage Interests allocated to each Member shall be as set forth
on Schedule B, as such Percentage Interest may be adjusted from time to time
pursuant to this Agreement. EXCEPT FOR THE CONTRIBUTION BY FRESENIUS KABI OF
[****(*)] AND THE CONTRIBUTION BY GTC OF THE GTC CONTRIBUTED ASSETS, FRESENIUS
KABI AND GTC, RESPECTIVELY, SHALL NOT BE OBLIGATED UNDER ANY CIRCUMSTANCES
WHATSOEVER TO MAKE ANY CONTRIBUTIONS TO THE CAPITAL OF THE COMPANY, TO PROVIDE
THE COMPANY WITH ADDITIONAL FUNDING OR FINANCING OR TO GUARANTEE ANY
INDEBTEDNESS OF THE COMPANY AT ANY TIME OUTSTANDING.

----------
(*) Confidential Treatment has been requested for the marked portion.

                                       12
<Page>

          3.2     SUBSEQUENT CAPITAL CONTRIBUTIONS.Within twenty-five (25)
Business Days of the receipt by the Members of the Quarterly Company Business
Plan and Budget, each Member shall have the right (but not the obligation) to
make a cash contribution to the Company for the Company's budgetary needs set
forth in such Quarterly Company Business Plan and Budget, which contribution
shall be pro rata based on each Member's Percentage Interest. In the event that
within twenty-five (25) Business Days followed by an additional ten (10)
Business Day grace period, a Member elects not to make any or all of such cash
contribution (such Member, a "NON-CONTRIBUTING MEMBER"), the remaining Members
that made such cash contribution shall have the right (but not the obligation)
to make an additional cash contribution in an amount less than or equal to the
shortfall of the Non-Contributing Member. If one or more Members becomes a
Non-Contributing Member, the Percentage Interests shall be adjusted in
accordance with the following formula, as such formula may be amended from time
to time by the Management Committee pursuant to Section 6.5(b) ("PERCENTAGE
FORMULA"):

                                    [****(*)]

          (a)     Incurred and forecasted expenses of GTC for 2002 related to
the development of the Company Business are set forth on Schedule C attached
hereto. GTC and Fresenius Kabi hereby agree that in the event that Fresenius
Kabi does not pay GTC an amount equal to 50% of such expenses, as adjusted to
reflect actual incurred expenses for the third and fourth quarters of 2002,
within twenty-five (25) Business Days followed by an additional ten (10)
Business Day grace period after receipt of written notice from GTC of its final
2002 expenses, such amount shall be treated as an additional capital
contribution by GTC and the Percentage Interests shall be adjusted in accordance
with the Percentage Formula.

          (b)     Third party investors in the Company shall receive a
Percentage Interest in the Company in accordance with the Percentage Formula or
in accordance with any other formula as determined by the Management Committee
pursuant to Section 6.5(b) based on a valuation of the Company as determined by
the Management Committee in its sole discretion.

          3.3     CAPITAL ACCOUNTS. A Capital Account shall be maintained for
each Member.

          3.4     NET PROFITS AND NET LOSS.

          (a)     Net Profits and Net Loss shall be determined and allocated
with respect to each Fiscal Year and at such times as the Gross Asset Value of
any Company assets is adjusted pursuant to the definition of Gross Asset Value.

          (b)     After giving effect to the special allocations set forth in
Section 3.5 below, the Net Profits shall be allocated among the Members in
proportion to their Percentage Interests as in effect at the end of each Fiscal
Year.

----------
(*) Confidential Treatment has been requested for the marked portion.

                                       13
<Page>

          (c)     After giving effect to the special allocations set forth in
Section 3.5 below, Net Losses of the Company shall be allocated:

                  (1)  to the Members in proportion to their positive Capital
     Account balances until such Capital Account balances are reduced to zero;
     and

                  (2)  thereafter, to the Members in proportion to their
     Percentage Interests as in effect at the end of each Fiscal Year.

          3.5     REGULATORY ALLOCATIONS.

          (a)     MINIMUM GAIN CHARGEBACK. If there is a net decrease in Company
Minimum Gain during any Fiscal Year, each Member shall be specially allocated
items of Company income and gain for such year (and, if necessary, subsequent
years) in an amount equal to such Member's share of the net decrease in Company
Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations
pursuant to the previous sentence shall be made in proportion to the respective
amounts required to be allocated to each Member pursuant thereto. The items to
be so allocated shall be determined in accordance with Regulations
Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 3.5(a) is intended to
comply with the "minimum gain chargeback" requirements of Regulations
Section 1.704-2(f) and shall be interpreted consistently therewith.

          (b)     CHARGEBACK ATTRIBUTABLE TO MEMBER NONRECOURSE DEBT. If there
is a net decrease in Member Loan Minimum Gain during any Fiscal Year, each
Member with a share of Member Loan Minimum Gain attributable to such debt at the
beginning of such year shall be specially allocated items of income and gain for
such year (and, if necessary, for subsequent years) in an amount equal to such
Member's share of the net decrease in Company Minimum Gain attributable to such
Member Nonrecourse Debt, determined in accordance with Regulations
Section 1.704-2(i)(4) and (5). Allocations pursuant to the previous sentence
shall be made in proportion to the respective amounts required to be allocated
to each Member pursuant thereto. The items to be so allocated shall be
determined in accordance with Regulations Sections 1.704-2(i)(4) and
1.704-2(j)(i). This Section 3.5(b) is intended to comply with the "partner
minimum gain chargeback" requirements of Regulations Section 1.704-2(i)(4) and
shall be interpreted consistently therewith.

          (c)     QUALIFIED INCOME OFFSET. If any Member unexpectedly receives
any adjustment, allocation or distribution described in Regulations
Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) which results in an Adjusted
Capital Account Deficit for the Member, such Member shall be allocated items of
income and book gain in an amount and manner sufficient to eliminate such
Adjusted Capital Account Deficit as quickly as possible; PROVIDED, that an
allocation pursuant to this paragraph (c) shall be made if and only to the
extent that such Member would have an Adjusted Capital Account Deficit after all
other allocations provided in this Article III have been tentatively made as if
this paragraph (c) were not in the Agreement. This Section 3.5(c) is intended to
constitute a "qualified income offset" as provided by Regulations
Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently herewith.

                                       14
<Page>

          (d)     MEMBER NONRECOURSE DEDUCTIONS. Items of Company loss,
deduction or Section 705(a)(2)(B) expenditures that are attributable to a Member
Nonrecourse Debt ("MEMBER NONRECOURSE DEDUCTIONS") shall be allocated among the
Members who bear the Economic Risk of Loss for such Member Nonrecourse Debt in
the ratio in which they share Economic Risk of Loss for such Member Nonrecourse
Debt. The provision is to be interpreted in a manner consistent with the
requirements of Regulations Sections 1.704-2(b)(4) and (i)(1).

          (e)     LIMITATION ON ALLOCATION OF NET LOSS. To the extent any
allocation of Net Loss or other items of loss or deduction would cause or
increase an Adjusted Capital Account Deficit as to any Member, such allocation
shall be reallocated among the other Members in accordance with their respective
Percentage Interests, subject to the limitations of this paragraph (e).

          (f)     SHARING OF EXCESS NONRECOURSE LIABILITIES. For purposes of
determination of the Members' share of the excess Nonrecourse Liabilities of the
Company for purposes of Section 1.752-3(a)(3) of the Regulations, the Members'
interests in Net Profits as determined pursuant to Section 1.752-3(a)(3) of the
Regulations shall be in accordance with their Percentage Interests as adjusted
from time to time.

          (g)     CURATIVE ALLOCATION. The allocations set forth above in this
Section 3.5 (the "REGULATORY ALLOCATIONS") are intended to comply with certain
requirements of the applicable Regulations promulgated under Code
Section 704(b).  Notwithstanding  any other  provisions of this Article III, the
Regulatory Allocations shall be taken into account in allocating other operating
Net Profits, Net Loss and other items of income, gain, loss and deduction to the
Members for Capital Account  purposes so that, to the extent  possible,  the net
amount of such  allocations  of Net  Profits,  Net Loss and other items shall be
equal to the  amount  that  would  have  been  allocated  to each  Member if the
Regulatory Allocations had not occurred.

          (h)     If there is any adjustment to the taxable income or loss of
the Company as a result of an adjustment made pursuant to Section 482 of the
Code, (1) any deduction to the Company resulting from such adjustment shall be
allocated to the Member or Members whose individual income is increased by
reason of such adjustment, and (2) any income to the Company resulting from such
adjustment shall be allocated to the Member or Members whose individual income
is reduced or whose individual loss is increased by reason of such adjustment.

          3.6     ALLOCATION OF TAX ITEMS FOR FEDERAL AND STATE AND LOCAL TAX
PURPOSES.

          (a)     IN GENERAL. Subject to Sections 1.704-1(b)(4)(i) and
1.704-1(b) (2)(iv)(m) of the Regulations and paragraphs (b), (c) and (e) hereof,
allocations of income, gain, loss, deduction and credit for federal, state and
local tax purposes shall be allocated to the Members in the same manner and
amounts as the book items corresponding to such tax items are allocated for
Capital Account purposes. For the avoidance of doubt, credits arising from
expenditures of the Company shall be allocated to the Members in the same manner
in which Net Losses are allocated to them hereunder.

                                       15
<Page>

          (b)     RECAPTURE INCOME. Notwithstanding paragraph (a), if there is a
gain on any sale, exchange or other disposition of Company assets and all or a
portion of such gain is characterized as ordinary income by virtue of the
recapture rules of Code Section 1245 or 1250, or under the corresponding
recapture rules of state or local income tax law, as the case may be, then, to
the extent possible, such recapture income for United States and state and local
tax purposes shall be allocated to the Members in the ratio that they were
allocated Tax Depreciation previously taken and allowed with respect to the
Company assets being sold or otherwise disposed of.

          (c)     SECTION 754 ADJUSTMENTS. Notwithstanding paragraph (a), any
increase or decrease in the amount of any items of income, gain, loss, deduction
or credit for tax purposes attributable to an adjustment to the basis of Company
assets made pursuant to a valid election or deemed election under
SECTIONS 732(d), 734, 743, and 754 of the Code, and any increase or decrease in
the amount of any item of credit or tax preference attributable to any such
adjustment, shall be allocated to those Members entitled thereto under such law.
Such items shall be excluded in determining the Capital Accounts of the Members,
except as otherwise provided in Section 1.704-1(b)(2)(iv)(m) of the Regulations.

          (d)     SECTION 704(c). Notwithstanding paragraph (a), if the Company
owns or acquires Section 704(c) Property, or if the Tax Matters Member makes an
election referred to in the definition of "Gross Asset Value" herein, then,
solely for tax purposes and not for Capital Account purposes, Tax Depreciation,
and any gain or loss, attributable to such Section 704(c) Property shall be
allocated between or among the Members in a manner that takes into account the
variation between such Gross Asset Value and such adjusted tax basis, in
accordance with the principles of Code Section 704(c) and the Regulations
promulgated thereunder; provided that, in connection with such allocations, the
Tax Matters Member shall have the right to elect either the "traditional method"
as permitted by Section 1.704-3(b) of the Regulations or the "traditional method
with curative allocations" as permitted by Section 1.704-3(c) of the
Regulations.

          3.7     SECTION 754 ELECTION. The Management Committee may, in its
sole discretion, cause the Company to make an election under Section 754 of the
Code.

          3.8     DISTRIBUTIONS.

          (a)     Distributions of cash (other than distributions in liquidation
of the Company with respect to which Section 8.2(d) shall apply) shall be made
as follows:

                  (1)  Up to an amount equal to the Net Profits for the year and
     any Net Profits for prior years to the extent not previously distributed,
     to the Members in an amount equal to the allocation of such Net Profits;
     and

                  (2)  any distributions in excess of distributions made
     pursuant to Section 3.8(a)(1) hereof shall be made in proportion to the
     Members' Percentage Interests after giving effect to all other adjustments
     for the year.

          (b)     Distributions shall be made at such times and in such amounts
as the Management Committee may determine in its sole discretion. In any tax
year in which there are Net Profits, the Management Committee shall distribute
to the Members an amount of cash equal

                                       16
<Page>

to forty-five percent (45%) of the Members' respective share of Net Profits (as
determined under Section 3.4) for such tax year by means of quarterly
distributions.

          3.9     NO RETURN. Except as provided herein or by law, no Member
shall have any right to withdraw any part of such Member's Capital Account or to
demand or receive the return of any of such Member's Capital Contributions from
the Company.

          3.10    NO INTEREST. No interest shall be paid by the Company on
amounts contributed to the Company pursuant to this Agreement or on balances in
Members' Capital Accounts.

          3.11    DISTRIBUTIONS IN KIND.

          (a)     Except as otherwise provided in Section 8.2(d) and (e), the
Company shall not distribute any assets in kind unless approved by the
Management Committee. Except as otherwise provided in Section 8.2(d) and (e),
such property distributions in kind shall be distributed based on the Fair
Market Value of such property in the same proportions as if cash were
distributed.

          (b)     If any Company asset is distributed in kind (including
pursuant to Article VIII), the Members' Capital Accounts shall be adjusted for
the items of income and loss that would have been realized by the Company if the
distributed asset had been sold for its Fair Market Value on the date of
distribution (as determined by the Management Committee in its discretion). The
method of allocating such items of income or loss shall be determined by the
other provisions of this Agreement.

          (c)     No distribution in kind of the GTC Contributed Assets shall be
made to a Member other than GTC, and such a distribution shall not be made
without the prior approval of GTC.

                                   ARTICLE IV

                         FINANCIAL MATTERS; INFORMATION

          4.1     BOOKS OF ACCOUNT. Appropriate records and books of account of
the Company shall be maintained by the Company in accordance with GAAP
consistently applied. Such records and books of account, together with a copy of
this Agreement and of the certificate of formation of the Company, shall at all
times be maintained at such place of business of the Company as shall have been
notified to each of the Members. The books of account and the records of the
Company shall be audited as of the end of each Fiscal Year by Pricewaterhouse
Coopers unless and until another firm of independent public accountants is
selected by the Management Committee. Each Member shall have the right to (a)
have access to the facilities and officers of the Company, and (b) not more than
once per quarter, have a private audit of the Company books and records
conducted at reasonable times and after reasonable advance notice to the Company
for any purpose reasonably related to such Member's Interest in the Company but
any such private audit shall be at the expense of the Member desiring it, and
shall not be paid for out of Company funds.

                                       17
<Page>

          4.2     FINANCIAL STATEMENTS AND OTHER INFORMATION.

          (a)     Within 90 days after the close of each Fiscal Year there shall
be prepared and submitted to each Member:

                       (1)  (i) a balance sheet of the Company as at the end of
          such Fiscal Year; (ii) statements of the net income or net loss for
          such Fiscal Year; and (iii) a cash flow statement for such Fiscal
          Year; all in reasonable detail and accompanied by a report of the
          independent accountants for the Company as to such financial
          statements presenting fairly the financial position of the Company as
          at the dates indicated, and the results of its operations and cash
          flow for the periods indicated, in conformity with GAAP applied on a
          basis consistent with prior years (except as indicated in the notes
          thereto), and as to such audit having been made in accordance with
          generally accepted auditing standards; and

                       (2)  a statement of such Member's Capital Account,
          including such Member's share of Net Income and Net Loss for such
          Fiscal Year.

          (b)     Within 45 days after then end of each Fiscal Quarter, the
Company will provide quarterly unaudited financial statements to the Members.

          (c)     As soon as practicable following each month, the Company will
provide unaudited monthly summary reports to the Members.

          4.3     INSPECTION RIGHTS OF MEMBERS. Any Managing Member, and any
accountants, attorneys, financial advisers and other representatives of such
Managing Member and its subsidiaries, may, from time to time at such Member's
sole expense, for any reasonable purpose visit and inspect the properties of the
Company, examine (and make copies and extracts of) the Company's books, records
and documents of every kind, and discuss the Company's affairs with its
officers, employees and independent accountants, all at such reasonable times as
such Managing Member may request on reasonable notice, not more than once per
quarter.

          4.4     OTHER INFORMATION. Upon the reasonable request of any Managing
Member, the Company shall, to the extent reasonably practicable without
interfering unduly with the ongoing operation and management of the Company's
business and without imposing any significant expense or cost on the Company,
prepare and furnish, or cause to be prepared and furnished, to each Managing
Member, as soon as practicable following such request, any additional financial
or operating information or reports as are so requested by such Member.

                                    ARTICLE V

                                   TAX MATTERS

          5.1     PARTNERSHIP FOR TAX PURPOSES. The Members agree that it is
their intention that the Company shall be treated as a partnership for
United States federal income tax purposes, and further agree not to take any
position or make any election, in a tax return or otherwise, inconsistent
herewith or inconsistent with any position taken by the Company in any tax
return of the Company. In furtherance of the foregoing, the Company will file as
a

                                       18
<Page>

partnership for United States federal income tax purposes. If a change in
applicable law (including a revenue ruling, revenue procedure or other
administrative pronouncement) would cause the Company not to be treated as a
partnership for United States federal income tax purposes, the Members shall
endeavor in good faith to reach an agreement on restructuring the Company so
that it will be so treated (which may, subject to the following proviso, entail
a merger of the Company into an entity treated as a partnership for federal
income tax purposes); PROVIDED that no Member shall be required to agree to any
restructuring that it reasonably determines would have an adverse effect on the
assets, business, results of operations or condition (financial or other) of, or
otherwise would be adverse to the interests of or cause the incurrence of any
material additional expenditure by, such Member or any Affiliate of such Member.

          5.2     TAX MATTERS MEMBER. The Tax Matters Member of the Company
shall be GTC or any other Member selected by the Management Committee to succeed
it or any of its successors, who shall be subject to the control of the
Management Committee. Each Member, by its execution of this Agreement, consents
to such designation of the Tax Matters Member, and agrees to execute, certify,
acknowledge, deliver, swear to, file and record at the appropriate public
offices such documents as may be necessary or appropriate to evidence such
consent. The Tax Matters Member shall exercise any authority permitted the Tax
Matters Member under the Code and Regulations, provided that nothing herein
shall limit the rights granted Members under the Code and Regulations
(including, without limitation, the right, subject to section 6222 of the Code
and Section 5.1 hereof, to take inconsistent positions).

          5.3     TAX ELECTIONS, TAX REPORTING AND ACCOUNTING DECISIONS.

          (a)     All determinations as to tax elections and tax reporting shall
be made by the Tax Matters Member with the consent of the Management Committee.
All determinations as to accounting policies and significant accounting
principles shall be made by the Management Committee.

          (b)     Notwithstanding the foregoing, the Members agree that the
Company shall elect, for its first taxable year, to have the TEFRA audit rules
apply as permitted by Code Section 6231(a)(1)(B)(ii) and Treasury Regulation
Section 301.6231(a)(1) - 1T(b). The Tax Matters Member is authorized to prepare
the requisite election statement, which should be signed by all persons who are
Members during such year, and file the completed statement with the Company's
federal income tax return for such taxable year.

          5.4     TAX RETURNS. The Tax Matters Member shall, at the cost of the
Company, cause to be prepared and delivered to each Member as soon as
practicable after the end of each Fiscal Year a copy of the Company's federal,
state and local income and other tax returns for said Fiscal Year, with Schedule
K-1 attached to the federal return.

          5.5     WITHHOLDING. The Company shall comply with withholding
requirements under federal, state and local law and shall remit amounts withheld
to and file required forms with the applicable jurisdictions. To the extent the
Company is required to withhold and pay over any amounts to any authority with
respect to distributions or allocations to any Member, the amount withheld shall
be treated as a distribution in the amount of the withholding to that

                                       19
<Page>

Member on the last day of the Company's Fiscal Year for which the amount was
paid, or if earlier, the last day on which such Member held Percentage Interests
in the Company during such Fiscal Year. In the event of any claimed
overwithholding, Members shall have no rights against the Company or any other
Member. If the amount of withholding tax paid by the Company was not withheld
from actual distributions, the Company may, at its option, (i) require the
Member promptly to reimburse the Company such withholding or (ii) reduce any
subsequent distributions to such Member by the amount of such withholding. Each
Member agrees to furnish the Company with any representations and forms as shall
reasonably be requested by the Company to assist it in determining the extent
of, and in fulfilling, its withholding obligations. Each Member agrees to
indemnify and hold harmless the Company and all other Members from and against
any and all liabilities, obligations, damages, deficiencies and expenses
(including reasonable legal and accounting fees) resulting from any tax
liability incurred by the Company attributable to the Company's failure to
withhold taxes on distributions or allocations to such Member.

                                   ARTICLE VI

                    GOVERNANCE AND MANAGEMENT OF THE COMPANY

          6.1     POWERS OF MEMBERS. Pursuant to Section 6.2, the management of
the Company is vested in the Management Committee. The Members shall have power
to exercise only those rights and powers granted to the Members pursuant to the
Act or the express terms of this Agreement. No Member shall have the power to
act for or on behalf of, or bind, the Company.

          6.2     MANAGEMENT OF THE COMPANY. Except as otherwise expressly
provided for herein, the business and affairs of the Company shall be managed
exclusively by and under the direction of a committee of managers established
pursuant to, and with the powers and authority set forth in, this Article VI
(the "MANAGEMENT COMMITTEE"). The Management Committee shall have the sole and
exclusive responsibility and authority for the management, conduct and operation
of the Company's business in all respects and in all matters, except to the
extent that the Management Committee delegates in accordance with this Agreement
any such responsibility or authority to any other committee of Members,
Managers, officers, employees or agents of the Company. The Management Committee
may delegate such general or specific authority to committees of Managing
Members, Managers, officers, employees or agents of the Company as the
Management Committee considers desirable from time to time, and such committees
of Managing Members, Manager, officers, employees or agents of the Company may,
subject to any restraints or limitations imposed by the Management Committee,
exercise the authority granted to them. The Committee Members shall have the
same standard of care and duty of loyalty to the Company and the Members as the
directors of a Delaware corporation have to such corporation and its
stockholders.

                                       20
<Page>

          6.3     APPOINTMENT AND REMOVAL OF THE COMMITTEE MEMBERS.

          (a)     The Management Committee shall be comprised of six (6)
individuals (the "COMMITTEE MEMBERS"). The Committee Members shall be selected
in the manner set forth in this Section 6.3. Subject to Section 6.3(b),
Fresenius Kabi (and any Transferee (as defined in Section 9.6) of such Member
who is a Managing Member) shall initially have the right to designate three (3)
of the Committee Members (one of whom shall be the Project Manager) and GTC (and
any Transferee (as defined in Section 9.6) of such Member who is a Managing
Member) shall initially have the right to designate three (3) of the Committee
Members (one of whom shall be the General Manager), provided however that such
Committee Members shall be a senior executive or senior scientific officer of
the party designating such Committee Member. Any Committee Member who is removed
or resigns pursuant to Section 6.3(b) or Section 6.3(c) shall be replaced in
accordance with this Section 6.3(a), and the Managing Member who appointed such
Committee Member shall be entitled to select the replacement Committee Member
except as specifically set forth herein. The chairperson of the Management
Committee shall be designated by GTC in the first full year of operation of the
Company, by Fresenius Kabi the following year and alternating thereafter on a
year to year basis, provided, however, that a Member shall lose its right to
designate the chairperson for so long as it is a Decreased Percentage Member.
GTC and Fresenius Kabi shall have the right to designate alternate Committee
Members and Committee Members may grant proxies to other Committee Members or to
third parties.

          (b)     Each of the Managing Members may remove and replace any of the
Committee Members designated by it at any time with or without cause by written
notice to the other Committee Members. Except as provided in the preceding
sentence, Committee Members designated by a Managing Member may be removed from
the Management Committee only for cause, and the Managing Member who appointed
such Committee Member shall then be entitled to select a replacement Committee
Member.

          (c)     Any Committee Member may resign at any time by giving written
notice of his resignation to the other Committee Members. A resignation shall
take effect at the time specified therein or, if the time when it shall become
effective shall not be specified therein, immediately upon its receipt, and,
unless otherwise specified therein, the acceptance of a resignation shall not be
necessary to make it effective. Except as otherwise provided herein, upon any
such resignation, the Managing Member who appointed such Committee Member shall
designate a replacement Committee Member.

          6.4     MEETINGS OF THE MANAGEMENT COMMITTEE. The Management Committee
shall hold regular meetings not less than every fiscal quarter at such time and
place as shall be determined by the Management Committee. Special meetings of
the Management Committee may be called at any time by any Committee Member.
Prior written notice of any meeting shall be given by the Company in the manner
specified in Section 12.1 to each Committee Member at least five Business Days
before the date of such meeting.

                                       21
<Page>

          6.5     QUORUM AND VOTING.

          (a)     The affirmative vote of a majority of the Committee Members
entitled to vote (taking into account Section 6.6) shall be required for any act
or decision thereof. No Committee Member shall be disqualified from acting on
any matter because such Committee Member, the Managing Member that designated
him or her or any of such Member's Affiliates has a financial interest in the
matter to be acted upon by the Management Committee. The Management Committee
shall be entitled to vote on all material matters relating to the affairs of the
Company.

          (b)     In addition to the requirements set forth in the first
sentence of Section 6.5(a), and subject to Section 6.6, neither the Company nor
the Management Committee shall take, approve or otherwise ratify any of the
following decisions ("MAJOR DECISIONS") without the affirmative vote of at least
a majority of the Committee Members entitled to vote, including one Committee
Member designated by each of GTC and Fresenius Kabi:

                  (1)   (i) any material change in the business of the Company;
     or (ii) any expansion of the business of the Company beyond the Field of
     Interest;

                  (2)   declaring distributions;

                  (3)   changing the name of the Company;

                  (4)   admitting new Members, except for the transfer of
     Interests to a third party in accordance with the terms provided in
     Article IX;

                  (5)   removing any Committee Member appointed by the Members,
     except that the Member which designated such Committee Member may remove
     such person without complying with this clause;

                  (6)   the expansion of the Management Committee and the
     filling of vacancies created thereby;

                  (7)   establishing any subcommittee of the Management
     Committee;

                  (8)   the appointment or removal of the Managers, except that
     the Member which designated such Manager may remove such person without
     complying with this clause;

                  (9)   the incurrence by the Company of any indebtedness for
     borrowed money, provided that the foregoing shall not apply to indebtedness
     contemplated by any Company Business Plan and Budget;

                  (10)  the grant by the Company of any security interest for
     (a) any indebtedness for borrowed money of the Company or (b) the
     performance of any other material obligation of the Company, other than
     liens granted to trade creditors in the ordinary course of business and
     security interests for any indebtedness allowed or

                                       22
<Page>

     approved pursuant to clause (9) above (which grant shall not require
     Management Committee approval);

                  (11)  the making by the Company of any guarantee of any
     obligation of any person, other than in the ordinary course of business and
     within the parameters of the Company's customary credit arrangements with
     customers and suppliers (which guarantees shall not require Management
     Committee approval);

                  (12)  the grant or issuance, to any Persons other than
     existing Members in accordance with Section 3.2 of this Agreement, of any
     interests in the Company, any obligation convertible into interests in the
     Company, or any warrant, option or right to acquire any of the foregoing;

                  (13)  (i) any material amendment or modification of the
     organizational documents of the Company, including, without limitation,
     changes to Articles III, VIII and IX and Sections 4.3, 6.9, 11.2 and 11.3
     hereof; or (ii) any other amendment or modification of the organizational
     documents of the Company.

                  (14)  approving any capital expenditure in excess of [****(*)]
     not contemplated in any Company Business Plan and Budget;

                  (15)  the authorization of any repurchase of any Interests;

                  (16)  the disposition by the Company in any fiscal year of
     assets which have an aggregate Fair Market Value in excess of [****(*)]
     (dispositions for an aggregate amount under [****(*)] shall not require
     Management Committee approval), except for dispositions in the ordinary
     course of business, including, without limitation, sales of inventory in
     the ordinary course and dispositions contemplated in any Company Business
     Plan and Budget;

                  (17)  the acquisition by the Company, by purchase or
     otherwise, of any business (including the purchase of any interest in or
     equity securities of any business or the purchase of the assets of any
     business as an entirety or substantially an entirety) having a Fair Market
     Value in excess of [****(*)], or the entering into of any agreement,
     commitment or arrangement to make any such acquisition other than any
     acquisition contemplated in any Company Business Plan and Budget
     (acquisitions under [****(*)] shall not require Management Committee
     approval);

                  (18)  the voluntary commencement of any liquidation,
     dissolution or winding-up of the affairs of the Company, or the taking of
     any action in connection therewith;

----------
(*) Confidential Treatment has been requested for the marked portion.

                                       23
<Page>

                  (19)  the determination, election or modification of (a) the
     financial year of the Company, or (b) any material tax or accounting
     practices or policies

                  (20)  any change in the Company's independent auditors;

                  (21)  any transaction with a Member of the Company or an
     Affiliate of a Member of the Company, including any amendment, modification
     or addition to any existing agreement or arrangement with such Member or
     Affiliate;

                  (22)  each Company Business Plan and Budget, Quarterly Company
     Business Plan and Budget and any amendments and modifications thereto;

                  (23)  any investment term sheet to be provided to third party
     investors;

                  (24)  any action that disproportionately and adversely affects
     the rights of any Member under this Agreement;

                  (25)  capital contributions to the Company in excess of
     budgetary needs;

                  (26)  the pursuit of an Exit Strategy (i) based on a
     determination that the forecasted Quarterly Company Business Plan and
     Budget or Company Business Plan and Budget cannot support the continuation
     of the Company, or (ii) for any other reason;

                  (27)  the hiring of any management personnel pursuant to a
     proposal of the Managers.

                  (28)  Any change in the Percentage Formula; and

                  (29)  A decision to pursue a Qualified IPO.

          (c)     Additionally, (i) the making of any election under the Code
that would adversely affect any Managing Member will require the approval of at
least one Committee Member designated by such Member, and (ii) the settlement of
any litigation or Tax Controversy, if and to the extent that such settlement
imposes obligations directly on any Managing Member or any of its Affiliates,
will require the approval of at least one Committee Member designated by such
Member, and (iii) the transfer, license or sublicense of any of the GTC
Contributed Assets, in whole or in part, will require the approval of at least
one Committee Member designated by GTC.

          6.6     PROCEDURAL MATTERS OF THE MANAGEMENT COMMITTEE.

          (a)     Each Committee Member shall have one vote on all matters
presented to the Management Committee for decision or approval, provided however
that in the event that the Percentage Interest of either Managing Member falls
below half of the Percentage Interest of the other Managing Member ("DECREASED
PERCENTAGE MEMBER"), the voting rights of the Committee Members designated by
the Decreased Percentage Member shall be suspended ("SUSPENDED COMMITTEE
MEMBERS") until the Percentage Interest of the Decreased Percentage Member is

                                       24
<Page>

increased to at least half of the Percentage Interest of the other Managing
Member (i.e. a ratio of 1:2), provided further that notwithstanding the
foregoing, Suspended Committee Members shall continue to have the right to vote
with respect to matters set forth in clauses (1)(ii), (4), (5), (8), (12),
(13)(i), (14), (21), (22), (24), (25) and (26)(i) of Section 6.5(b) and
Section 6.5(c). Suspended Committee Members shall continue to have the right to
attend Management Committee meetings.

          (b)     Any action required or permitted to be taken by the Management
Committee may be taken without a meeting, if all of the Committee Members
entitled to vote (taking into account Section 6.6(a)) consent in writing to such
action. Such consent shall have the same effect as a unanimous vote of the
Management Committee.

          (c)     The Management Committee shall cause to be kept a book of
minutes of all of its actions by written consent and its meetings in which there
shall be recorded the time and place of such meeting, whether regular or special
(and if special, how called), the notice thereof given, the names of those
present and the proceedings thereof.

          (d)     The chairperson shall appoint a secretary of the meeting who
shall produce the written minutes of the meeting. The order of business of the
meeting of the Management Committee shall be determined by the chairperson. The
secretary of the meeting may be a person who is not a Committee Member.

          (e)     Committee Members may participate in a meeting of the
Management Committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
one another, and such participation shall constitute presence in person at such
meeting.

          6.7     DEADLOCK. In the event that a matter brought before the
Management Committee cannot be resolved due to the deadlock of the Committee
Members, the matter shall be referred to the Chief Executive Officer of GTC and
the President of Fresenius Kabi (together, the "MEMBER OFFICERS") for
resolution. In the event that the Member Officers are unable to resolve the
matter within forty-five (45) days, at the option of any Managing Member, the
matter shall be submitted to arbitration for resolution in accordance with
Section 12.7.

          6.8     MANAGERS. GTC shall nominate, and the Management Committee
shall approve (such approval not to be unreasonably withheld), the General
Manager, and Fresenius Kabi shall nominate, and the Management Committee shall
approve (such approval not to be unreasonably withheld), the Project Manager
(collectively, the "MANAGERS"). The Managers shall be responsible for overall
implementation of the Management Committee's approved objectives, plans and
budgets for the development of the Company Business. The Managers shall be
responsible for making decisions related to the day-to-day operations of the
Company, including the implementation of the Company Business Plan and Budget
and Quarterly Company Business Plan and Budget for the development and
commercialization of rhSA, provided, however that all decisions listed in
Section 6.5 shall require Management Committee approval. The Managers will
report to the Management Committee as often and at such times as the Management
Committee requests. The Members agree that the initial General Manager shall be
Paul Horan and that the initial Project Manager shall be Wolfram Eichner. The
Managers

                                       25
<Page>

shall serve for a term of two years, renewable by written consent of the Chief
Executive Officer of GTC and the President of Fresenius Kabi. Upon nonrenewal of
such term, resignation or dismissal of a Manager in accordance with this
Agreement, the Managing Member who approved such Manager shall designate a
replacement Manager. In the event the Managers shall be unable to agree on any
decision, such decision shall be presented to the Management Committee for
determination. In addition to any other duties specified in this Agreement, the
specific duties and responsibilities of the Managers shall include the
following:

          (a)     Prepare Proposed Company Business Plan and Budget and Proposed
Quarterly Business Plan and Budget;

          (b)     Manage financial resources and cash burn to approved budget;

          (c)     Raise capital as authorized by the Board of Managers;

          (d)     Write strategic and business plans to be updated on a yearly
basis;

          (e)     Prepare and manage technical, operational and commercial
milestones on a quarterly basis and coordinate activities of development process
to meet such milestones;

          (f)     Manage sales and marketing activities;

          (g)     Manage negotiation and consummation of contracts for purchase
of products or services and strategic alliances;

          (h)     Manage QA/QC activities; and

          (i)     Manage clinical trial activities.

     The General Manager shall have primary responsibility for managing the
activities of the Company relating to Excipient Uses.

     The General Manager and the Project Manager shall communicate regularly
regarding the day-to-day operations of the Company, including the implementation
of the Company Business Plan and Budget and Quarterly Company Business Plan and
Budget for the development and commercialization of rhSA. For the avoidance of
doubt, each Manager shall keep the other Manager fully informed on a periodic
basis and in response to requests for information.

          6.9     ADDITIONAL PERSONNEL/SERVICES.

          (a)     Additional services required for completion of tasks
identified and outlined by the Managers that are in furtherance of the Field of
Interest shall be performed through service agreements with either GTC or
Fresenius Kabi (the "SERVICE AGREEMENTS"), provided that such Service Agreements
are on financial, technical and operational terms not less favorable than could
be obtained from an unaffiliated party on an arm's length basis as reasonably
determined by the Management Committee. The Managers and the Management
Committee shall use their best efforts, that are nonetheless commercially
reasonable, to limit the

                                       26
<Page>

scope of services to be performed under the Service Agreements to activities
that are in furtherance of the Field of Interest.

          (b)     The principal terms of the initial Service Agreement with GTC
are set forth on Schedule D hereto. The initial Service Agreement with GTC shall
be executed and effective no later than February 28, 2003. The initial Service
Agreement with GTC will include GTC's obligation to provide the Company, to the
extent it is able, the benefits of services that relate to the Field of Interest
that are provided to GTC under the Existing Service Arrangements. The Company
and the Managing Members hereby acknowledge and agree that the provision of
services to the Company through GTC under the Existing Service Arrangements may
not otherwise comply with this Agreement, including, without limitation, the
provisions of this Section 6.9(a) or Section 11.3 below.

          (c)     GTC shall be the preferred seller and distributor of the
Company for the Non-Therapeutic Uses of rhSA and Fresenius Kabi shall be the
preferred seller and distributor of the Company for the Therapeutic Uses of
rhSA.

          (d)     The Company shall have the right to negotiate for services
with third party vendors ("VENDORS") even if the same functions could be
provided by GTC or Fresenius Kabi so long as the services agreements or other
arrangements ("VENDOR AGREEMENTS") are approved by the Management Committee.
Unless otherwise negotiated by the Managers in good faith, such Vendor
Agreements shall contain the following intellectual property provisions: (i) any
Inventions made by a Vendor in the course of the service relationship with the
Company shall become the property of the Company and (ii) any Improvements made
by a Vendor in the course of the service relationship with the Company shall
become the property of the Company. The Company will notify Fresenius Kabi and
GTC immediately upon its intention to file a patent application with respect to
such Invention or Improvement. In the event any such Invention or Improvement is
also of interest to GTC or Fresenius Kabi for use outside the Field of Interest,
the Company shall grant to GTC and/or Fresenius Kabi, upon written request, a
fully-paid, royalty-free, worldwide, nonexclusive license, with the right to
grant sublicenses, under such Invention or Improvement for use outside the Field
of Interest only, and shall provide access to any data or materials related to
such Invention or Improvement; PROVIDED, HOWEVER, that if such Invention or
Improvement: (iii) relates to the development or use of transgenic animals for
the production of proteins, peptides and polypeptides for use as
biopharmaceutical products (the "GTC CORE BUSINESS"), the Company shall only
grant such a license exclusively to GTC; or (iv) relates to dialysis, clinical
nutrition, transfusion, infusion, adsorber technology and immune therapy (the
"FRESENIUS CORE BUSINESS"), the Company shall only grant such a license
exclusively to Fresenius.

          6.10    INITIAL FOCUS OF COMPANY. The initial focus of the Company
shall be to pursue Excipient Uses.

                                       27
<Page>

                                   ARTICLE VII

                     LIABILITY; EXCULPATION; INDEMNIFICATION

          7.1     LIABILITY FOR DEBTS OF THE COMPANY; LIMITED LIABILITY.

          (a)     The debts, obligations and liabilities of the Company, whether
arising in contract, tort or otherwise, shall be solely the debts, obligations
and liabilities of the Company, and no Member, in its capacity as such, shall be
obligated personally for any such debt, obligation or liability of the Company.

          (b)     No Member, in its capacity as such, shall have any liability
to the Company, any other Member or to the creditors of the Company. No Manager
or Committee Member shall be liable to the Company or to any Member for any act
performed by such individual within the scope of authority conferred on him or
her by this Agreement, except with respect to any matter as to which he or she
shall have been adjudicated in any proceeding not to have acted in good faith in
the reasonable belief that his or her action was in the best interest of the
Company.

          7.2     INAPPLICABILITY OF CERTAIN DOCTRINES. To the fullest extent
permitted by applicable law (including section 18-1101(c) of the Act), no
Managing Member shall have any fiduciary or similar duty, at law or in equity,
or any liability relating thereto to the Company, or any other Member (or
Affiliate of such Member), with respect to or in connection with the Company or
the Company's business or affairs.

          7.3     INDEMNIFICATION. The Company shall, to the fullest extent
permitted by applicable law, indemnify and hold harmless each Indemnified Person
against any and all Indemnified Losses. Without limiting the generality of the
foregoing, the Company shall indemnify the Managers and Committee Members for
any act performed by them within the scope of authority conferred on them by
this Agreement, except with respect to any matter as to which they shall have
been adjudicated in any proceeding not to have acted in good faith in the
reasonable belief that their action was in the best interest of the Company.

          7.4     PROCEDURES.

          (a)     If any Third Party Proceeding shall be instituted or asserted
or any Indemnified Losses in connection with a Third Party Proceeding shall
arise in respect of which indemnity may be sought by an Indemnified Person
pursuant to Section 7.3, such Indemnified Person shall promptly notify the
Company thereof in writing. Failure to provide notice shall not affect the
Company obligations hereunder except to the extent the Company is actually
prejudiced thereby.

          (b)     The Company shall have the right to participate in and control
the defense of any such Third Party Proceeding and, in connection therewith, to
retain counsel reasonably satisfactory to each Indemnified Person, at the
Company's expense, to represent each Indemnified Person in such Third Party
Proceeding. The Company shall keep the Indemnified Person advised of the status
of such Third Party Proceeding and the defense thereof and shall consider in
good faith recommendations made by the Indemnified Person with respect thereto.

                                       28
<Page>

          (c)     In any such Third Party Proceeding, any Indemnified Person
shall have the right to retain its own counsel at its own expense; PROVIDED that
the fees and expenses of such Indemnified Person's counsel shall be at the
expense of the Company if (i) the Company and such Indemnified Person shall have
mutually agreed to the retention of such counsel, (ii) the Company has failed,
within a reasonable time after having been notified of the existence of an
indemnified claim, to assume the defense of such indemnified claim or (iii)
representation of both parties by the same counsel would, in the reasonable
opinion of the Indemnified Person, be inappropriate due to actual or potential
differing interests between them. It is understood that all fees and expenses
shall be reimbursed as they are incurred.

          (d)     The Company shall not settle any Third Party Proceeding
without the Indemnified Person's written consent (which consent shall not be
unreasonably withheld or delayed if such settlement does not include injunctive
or other relief that affects or relates to the rights or obligations of the
Indemnified Person).

          7.5     NON-EXCLUSIVE REMEDY. The indemnification provided by, or
granted pursuant to, this Article VII shall not be deemed exclusive of, and
shall not limit, any other rights or remedies to which any Indemnified Person
may be entitled or which may otherwise be available to any Indemnified Person at
law or in equity.

          7.6     CONTINUING PROVISIONS. The indemnification provided by, or
granted pursuant to, this Article VII shall continue as to a Person
notwithstanding that such Person has ceased to meet the definition of
Indemnified Person as a result of a Transfer.

                                  ARTICLE VIII

               DISSOLUTION AND WINDING UP; RESIGNATION OF A MEMBER

          8.1     DISSOLUTION EVENTS.

          (a)     The Company shall not be dissolved by the admission of
additional or substitute Members pursuant to Article IX.

          (b)     The Company shall dissolve and commence winding up upon the
first to occur of any of the following events (each a "DISSOLUTION EVENT"):

                  (1)  the bankruptcy of either Managing Member, if the
     remaining Member or Members owning at least a majority of Percentage
     Interest owned by all the remaining Members decide in writing to dissolve
     the Company within 90 days after the occurrence of such event;

                  (2)  the sale of all or substantially all of the Company's
     assets;

                  (3)  the vote of the Management Committee pursuant to
     Section 6.5(b) (18);

                  (4)  the entry of a decree of judicial dissolution pursuant to
     the Act;

                                       29
<Page>

          (c)     The death, retirement, resignation, expulsion or dissolution
of a Member or the occurrence of any other event that terminates the continued
membership of a Member of the Company shall not in and of itself cause a
dissolution of the Company.

          8.2     TERMINATION. Except in the case of the bankruptcy of the Tax
Matters Member, upon the dissolution of the Company, the Tax Matters Member
shall be the liquidating Member (the "LIQUIDATING MEMBER"). The Liquidating
Member shall wind up the business of the Company and terminate the Company as
promptly as practicable thereafter, and each of the following shall be
accomplished:

          (a)     The Liquidating Member shall cause to be prepared a statement
setting forth the assets and liabilities of the Company as of the date of
dissolution, a copy of which statement shall be furnished to all of the Members.

          (b)     The property and assets of the Company shall be liquidated by
the Liquidating Member as promptly as possible, but in an orderly and
businesslike and commercially reasonable manner. Except in the case of a sale of
all or substantially all of the Company's assets, the Liquidating Member (i)
shall not sell the GTC Contributed Assets, and (ii) may, in the exercise of its
business judgment and if commercially reasonable, determine not to sell all or
any portion of the property and assets of the Company, in which event such
property and assets shall be distributed in kind pursuant to subparagraphs
(d)(4) and (e) below.

          (c)     Any Net Profit or Net Loss realized by the Company upon the
sale or other disposition of its assets pursuant to Section 8.2(b) or deemed
realized pursuant to Section 8.2(e) shall be allocated as follows:

                  (1)  Net Loss shall be allocated first to Fresenius Kabi, up
     to the balance in its Capital Account and, thereafter, the balance to GTC;
     and

                  (2)  Net Profits shall be allocated to the Members in
     proportion to their Percentage Interests as of the time of liquidation.

          (d)     Upon the liquidation, sale or other disposition of the Company
or all or substantially all of its assets, the assets of the Company and any
proceeds thereof shall be applied and distributed as follows and in the
following order of priority:

                  (1)  To the payment of (x) the debts and liabilities of the
     Company and (y) the expenses of liquidation;

                  (2)  To the setting up of any reserves which the Liquidating
     Member shall determine to be reasonably necessary for contingent,
     unliquidated or unforeseen liabilities or obligations of the Company or the
     Members arising out of or in connection with the Company. Such reserves
     may, in the discretion of the Liquidating Member, be paid over to a
     national bank or national title company selected by it and authorized to
     conduct business as an escrowee to be held by such bank or title company as
     escrowee for the purposes of disbursing such reserves to satisfy the
     liabilities and obligations described above, and at the expiration of such
     period as the Liquidating Member may

                                       30
<Page>

     reasonably deem advisable, distribute any remaining balance in the manner
     set forth below;

                  (3)  If there is an in-kind distribution to be made of the GTC
     Contributed Assets (which distribution could, in part, be in the form of a
     termination of the licenses thereunder from GTC to the Company and
     consequent reversion of rights under such licenses to GTC), which the
     Company shall make upon GTC's request and not otherwise, such distribution
     to be made solely to GTC, subject to GTC's obligations under Section 8.3;

                  (4)  In the event a distribution is made to GTC pursuant to
     clause (3) above, the next assets available for distribution to be
     distributed to Fresenius Kabi until Fresenius Kabi shall have received a
     distribution in cash in an amount equal to the product of: (i) the Fair
     Market Value of any distribution made to GTC pursuant to clause (3),
     divided by GTC's Percentage Interest, multiplied by (ii) Fresenius Kabi's
     Percentage Interest; and then

                  (5)  To each Member in accordance with its Percentage
     Interest.

     No payment or distribution in any of the foregoing categories shall be made
until all payments in each prior category shall have been made in full. If the
payments due to be made in any of the foregoing categories exceed the remaining
assets available for such purpose, such payment shall be made to the Persons
entitled to receive the same pro rata in accordance with the respective amount
due them. Payments described in clause (5) above may be made in cash or in
assets of the Company in kind. Any asset distributed in kind pursuant to clause
(3) or (5) shall be valued at its Fair Market Value as determined by the
Management Committee, and for all purposes of this Agreement shall be treated as
if such asset had been sold at such value and the net cash proceeds therefrom
distributed to the Member to which the asset was distributed.

          (e)     Notwithstanding the foregoing, if, upon liquidation of the
Company, either Managing Member gives notice to the Management Committee that it
chooses to receive a distribution in kind of a Company asset (other than a GTC
Contributed Asset), the Management Committee shall determine the Fair Market
Value of such asset. The Company shall then distribute such asset to such
Managing Member in accordance with the principles of this Section 8.2 in lieu of
a cash distribution equal to the Fair Market Value of such distributed property;
PROVIDED, however, that if, upon calculation of the amount such Managing Member
is entitled to receive in a liquidating distribution, pursuant to this
Section 8.2, such amount is less than the Fair Market Value of the distributed
asset, such Member shall contribute to the Company an amount of cash equal to
the difference between the Fair Market Value of the distributed asset and the
amount to which such Member is entitled under this Section 8.2. Notwithstanding
the foregoing, in no event shall a contribution or other payment under this
Section 8.2(e) be required of GTC with respect to a distribution to GTC pursuant
to Section 8.2(d)(3); the obligations of GTC with respect to such a
distribution, if any, shall be governed exclusively by Section 8.3.

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          8.3     CERTAIN CATCH-UP PAYMENTS.

          (a)     Upon liquidation of the Company, GTC shall have the following
obligations, which shall survive termination of this Agreement. If the Fair
Market Value of the assets distributed to Fresenius Kabi pursuant to
Section 8.2(d)(4) (the "ACTUAL FRESENIUS DISTRIBUTION") is less than the product
of: (i) the Fair Market Value of any distribution made to GTC pursuant to
8.2(d)(3), divided by GTC's Percentage Interest, and (ii) Fresenius Kabi's
Percentage Interest (the "OWED FRESENIUS DISTRIBUTION"), then GTC shall pay
Fresenius Kabi, in the manner set forth below, an amount (the "CATCH UP AMOUNT")
equal to the lesser of (x) the Owed Fresenius Distribution minus the Actual
Fresenius Distribution and (y) [****(*)]:

                  (1)  GTC shall pay to Fresenius Kabi royalties (the "ROYALTY
     PAYMENTS") equal to [****(*)]; and/or

                  (2)  GTC shall pay to Fresenius Kabi a portion of any
     royalties or proceeds (the "SHARED SALE PROCEEDS") received by GTC or an
     Affiliate in connection with the sale, license, sublicense or other
     disposition to a Third Party of its rights in and to the GTC Contributed
     Assets distributed pursuant to Section 8.2(d)(3) in whole or in part (a
     "DISPOSITION"), including any up-front, milestone, or other lump-sum
     payments received by GTC or an Affiliate in the Disposition, other than (1)
     any milestone or other payments received by GTC or an Affiliate that are in
     consideration for the provision of research and development services and
     (2) any payments for securities of GTC at their Fair Market Value as
     follows:

          (i) [****(*)] of any royalties received; and

          (ii) a percentage of the Shared Sale Proceeds equal to Fresenius
     Kabi's Percentage Interest in the Company as of the date of distribution
     except that in the case of any lump sum payment equal to the total
     consideration received in a Disposition, Fresneius Kabi shall be paid the
     entire outstanding Catch-Up Amount out of such payment.

PROVIDED, HOWEVER, that in no event shall the Royalty Payments and the Shared
Sale Proceeds, in the aggregate, exceed the Catch-Up Amount.

          (b)     For purposes of this Section 8.3, the following terms shall
have the following meanings:

                  (1)  "NET SALES" shall mean the gross amounts received on the
     sale of a Royalty Bearing Product by GTC or any of its Affiliates to a
     non-Affiliate Distributor or End-User, less the following reasonable
     amounts: (a) customary trade, quantity or cash discounts or rebates allowed
     and actually taken; (b) amounts rebated, refunded or credited for rejected
     or returned Royalty Bearing Products or because of retroactive price
     reductions, rebates or chargebacks; (c) government mandated rebates and
     discount programs; (d) sales, use, turnover, excise taxes, or other
     governmental charges levied on

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     or measured by sales, but not franchise or income taxes; and (e) customs
     duties, transportation, freight, shipping and handling charges, and
     insurance costs on shipments to customers. Transfer of a Royalty Bearing
     Product by GTC to an Affiliate, for resale shall not be considered a sale.
     "DISTRIBUTOR" shall mean a Person who buys a Royalty Bearing Product from
     GTC or any of its Affiliates and who sells such Royalty Bearing Product to
     an End User. "END USER" shall mean a purchaser of a Royalty Bearing Product
     whose use or sale of the Royalty Bearing Product results in its
     destruction, loss of activity, loss of resalability, and/or other loss of
     value.

     In the case of a Combination Product, Royalty Bearing Product Net Sales
shall mean the gross amount received by GTC or its Affiliates, on sales of the
Combination Product to a third party less the deductions set forth above,
multiplied by a proration factor that is determined as follows: (i) if all
components of the Combination Product were sold separately during the same or
immediately preceding calendar quarter, the proration factor shall be determined
by the formula [A / (A+B)], where A is the aggregate gross sales price of all
Royalty Bearing Product components during such period when sold separately from
the other active components, and B is the aggregate gross sales price of the
other active components during such period when sold separately from the Royalty
Bearing Product components; or (ii) if all components of the Combination Product
were not sold separately during the same or immediately preceding calendar
quarter, the proration factor shall be determined by the formula [C / (C+D)],
where C is the aggregate fully burdened cost of the Royalty Bearing Product
components during the prior calendar quarter and D is the aggregate fully
burdened cost of the other active components during the prior calendar quarter,
with such costs being determined in accordance with generally accepted
accounting principles. As used herein, "COMBINATION PRODUCT" means a product
that contains a Royalty Bearing Product as one component and at least one other
active component.

                  (2)  "ROYALTY BEARING PRODUCT" shall mean any product or
     service in the Field of Interest.

          (c)     For purposes of Sections 8.2 and 8.3, in any calculation
involving Percentage Interests such percentages shall be expressed as decimals.

          8.4     SURVIVAL OF RIGHTS, DUTIES AND OBLIGATIONS. Termination,
dissolution, liquidation or winding up of the Company for any reason shall not
release any party from liability which at the time of such termination,
dissolution, liquidation or winding up already had accrued to any other party or
which thereafter may accrue in respect to any act or omission prior to such
termination, dissolution, liquidation or winding up.

          8.5     NO RESIGNATIONS BY MEMBERS. Except as provided in Article IX,
no Member shall resign from the Company prior to the dissolution and winding up
of the Company in accordance with this Agreement.

                                   ARTICLE IX

           TRANSFERS OF INTERESTS; EXIT STRATEGY; ADMISSION OF MEMBERS

                                       33
<Page>

          9.1     GENERAL RESTRICTIONS ON TRANSFER. No Transfer may be made by
any Member of its Interest unless (i) such Transfer is approved by all of the
other Members in their sole discretion or (ii) such Transfer is expressly
permitted by this Article IX.

          9.2     RIGHT OF FIRST OFFER. In the event that a Member (the "SELLING
MEMBER") desires to Transfer any or all of its Interest, such Selling Member
shall first deliver to GTC and Fresenius Kabi a written notice (the "TRANSFER
NOTICE") and a valuation analysis ("INDEPENDENT VALUATION") conducted by an
independent investment bank selected by Selling Member and reasonably acceptable
to the other Members (the "NON-SELLING MEMBERS"). Such Transfer Notice shall
specify the terms, including the portion of the Selling Member's Percentage
Interest to be sold ("OFFERED INTEREST") and the purchase price for the Offered
Interest which shall equal a pro rata portion of (based on Percentage Interest)
of the Independent Valuation. Each of the Non-Selling Members shall have the
right and option, at its sole discretion, for thirty (30) days after the later
of (i) delivery of the Transfer Notice or (ii) delivery of the Independent
Valuation, to accept all, but not less than all of its pro rata portion (based
on Percentage Interest) of the Offered Interest at a price equal to the pro rata
portion of the purchase price and other terms stated in the Transfer Notice (the
"RIGHT OF FIRST OFFER"), provided that all of the Offered Interest is accepted
by one or more Non-Selling Members. Such acceptance may be made by delivery of a
written notice to the Selling Member (the "EXERCISE NOTICE") within said thirty
(30) day period, which Exercise Notice shall set forth the maximum portion of
the Percentage Interest that such Non-Selling Member is willing to acquire. If
any Non-Selling Member does not exercise its Right of First Offer
("NON-EXERCISING MEMBER") the portion of the Offered Interest that such
Non-Exercising Member had a right to acquire may be acquired by the other
Non-Selling Members to the extent set forth in its Exercise Notice. If the
Non-Selling Members fail to exercise their Right of First Offer with respect to
the entire Offered Interest, the Selling Member shall be free to seek a third
party buyer to acquire the Offered Interest for a price no less than the
purchase price set forth in the Transfer Notice and on substantially similar
terms as those stated in the Transfer Notice at any time within 180 days after
the expiration of the aforementioned thirty (30) day period. In the event that
the Offered Interest is not sold to a third party at such price and on such
terms during such 180 day period, the right of the Selling Member to Transfer
such Offered Interest shall expire and the obligations of this Section 9.2 shall
be reinstated. Notwithstanding the foregoing, the Right of First Offer shall not
apply to and shall terminate immediately prior to a Qualified IPO.

          9.3     TRANSFERS TO THIRD PARTIES. Subject to Section 9.6, each
Member will have the right to Transfer all (but not less than all) its Interests
to any of its Affiliates upon the prior written consent of the other Members,
such consent not to be unreasonably withheld and such Transfer shall not be
subject to Section 9.2. No Member shall have the right to transfer its Interests
or its rights and obligations under any agreement to any unaffiliated third
party, subject to Section 9.4 and 9.2.

          9.4     EXIT STRATEGY. In the event that the Management Committee
determines that the forecasted business plan cannot support the continuation of
the Company or in any other situation if the Management Committee so decides,
the Management Committee shall begin consideration of an Exit Strategy. If the
Management Committee approves the pursuit of an Exit Strategy (other than
liquidation), and only upon such approval, then the consummation of such Exit
Strategy shall be subject to the following conditions:

                                       34
<Page>

          (a)     Any Managing Member initiating a Sale of the Company as an
Exit Strategy ("INITIATING MEMBER") to an unaffiliated third party ("PROSPECTIVE
BUYER") shall submit the terms and conditions of the proposed Sale of the
Company to the Management Committee for its approval. Such Sale of the Company
shall not be subject to Section 9.2. Upon receiving such approval, the
Initiating Member shall give written notice to the remaining Members
("NON-INITIATING MEMBERS") of such terms and conditions of the Sale of the
Company, including the purchase price ("PROSPECTIVE PURCHASE PRICE") and the
identity of the Prospective Buyer. Each of the Non-Initiating Members shall have
the right ("RIGHT OF FIRST REFUSAL") to purchase its pro rata portion (based on
Percentage Interest) of all (but not less than all) of the Initiating Member's
Interests for the Initiating Member's pro rata portion (based on Percentage
Interest) of the Prospective Purchase Price. Non-Initiating Members shall
exercise such right by delivering an Exercise Notice to the Initiating Member
within thirty (30) days after receipt of the notice from Initiating Member. The
Exercise Notice shall set forth the maximum portion of the Initiating Member's
Interest that such Non-Initiating Member is willing to acquire from the
Initiating Member. If any Non-Initiating Member does not exercise its Right of
First Refusal, the portion of the Interest to which such Member had a right to
acquire, may be acquired by the other Non-Initiating Members on a pro rata basis
(based on Percentage Interests) to the extent set forth in its Exercise Notice.
If Non-Initiating Members fail to exercise their Right of First Refusal with
respect to Initiating Member's entire Interest, the Non-Initiating Members shall
be required to Transfer all of their Interests pursuant to the terms and
conditions of the Sale of the Company to the Prospective Buyer.

          (b)     Any Member seeking to Transfer its entire Interest to a
Prospective Buyer (other than in connection with a Sale of the Company pursuant
to Section 9.4(a) above) shall be a Selling Member and shall be subject to the
Right of First Offer pursuant to Section 9.2 to the extent the Non-Selling
Members consist of one or both of GTC and Fresenius Kabi and solely with respect
to GTC and Fresenius Kabi. In the event that Fresenius Kabi and GTC (to the
extent they are Non-Selling Members) do not exercise their Right of First Offer,
the Selling Member may consummate such Transfer subject to the following:

                  (1)  The Selling Member shall give all Non-Selling Members the
     right to require that the sale by the Member be conditioned upon any
     Prospective Buyer acquiring the entire Interest of the Non-Selling Member
     ("TAG-ALONG SALE"). The Selling Member shall provide each Non-Selling
     Member with written notice ("TAG-ALONG SALE NOTICE") not less than thirty
     (30) days prior to the proposed date of the Tag-Along Sale (the "TAG-ALONG
     SALE DATE"). Each such Tag-Along Sale Notice shall be accompanied by an
     agreement relating to the Tag-Along Sale and shall set forth (i) the name
     and address of the Prospective Buyer, (ii) the proposed amount and form of
     consideration for the Interests and terms and conditions of payment offered
     by the Prospective Buyer, (iii) confirmation that the Prospective Buyer has
     been informed of the "TAG-ALONG RIGHTS" provided for herein and has agreed
     to purchase the Interests of Non-Selling Members in accordance with the
     terms hereof and (iv) the Tag-Along Sale Date. Any Non-Selling Member
     wishing to participate in the Tag-Along Sale shall provide written notice
     (the "TAG-ALONG NOTICE") to the Selling Member no less than fifteen (15)
     days prior to the Tag-Along Sale Date.

                                       35
<Page>

                  (2)  In the event that there is any material change in the
     material terms and conditions of such Tag-Along Sale after such Non-Selling
     Member gives its Tag-Along Notice, then notwithstanding anything herein to
     the contrary, such Non-Selling Member shall have the right to withdraw from
     participation in the Tag-Along Sale. If the Prospective Buyer does not
     consummate the purchase of all of the Interests requested to be included in
     the Tag-Along Sale by any Non-Selling Member on terms and conditions which
     are no more favorable in any material respect to the Selling Member, then
     the Selling Member shall not consummate the Tag-Along Sale of any of its
     Interest to the Prospective Buyer.

                  (3)  If a Tag-Along Notice from any Non-Selling Member is not
     received by the Selling Member prior to the fifteen (15) day period
     specified above, the Selling Member shall have the right to consummate the
     Tag-Along Sale without the participation of the Non-Selling Members, but
     only on terms and conditions which are no more favorable in any material
     respect to the Selling Member than as stated in the Tag-Along Sale Notice
     and only if such Tag-Along Sale occurs on a date within 180 days of the
     Tag-Along Sale Date. If such Tag-Along Sale does not occur within such 180
     day period, the Selling Member's Interest that was subject to such
     Tag-Along Sale shall thereafter continue to be subject to all of the
     restrictions contained in this Agreement.

          9.5     APPROVALS. Notwithstanding any other provision of this
Article IX, no Transfer of Offered Interest will occur unless and until any and
all necessary Regulatory Approvals and third-party approvals have been obtained.
The Members agree to cooperate in the preparation and filing of any and all
reports or other submissions required in connection with obtaining such
Regulatory Approvals and in obtaining any necessary third-party approvals.

          9.6     RECOGNITION OF TRANSFER OF MEMBER INTERESTS; ADDITIONAL
MEMBERS. The Company may, from time to time, upon the approval of the Management
Committee admit additional Members in accordance with Section 6.5(b).
Notwithstanding anything to the contrary in this Agreement, no Transfer or
attempted Transfer of all or any portion of a Member's Interests will be valid
and no purchaser, assignee, transferee or other recipient (a "TRANSFEREE") of
such Interests and no additional Member will be admitted as a Member of the
Company unless (i) in the case of Transferee, such Transfer is in accordance
with this Article IX, (ii) such Transferee or such additional Member shall have
executed and delivered to the Company a counterpart of this Agreement and such
other documents or agreements as shall be reasonably requested by the Company to
confirm such Transferee's or such additional Member's admission as a Member and
its agreement to be bound by the terms of this Agreement (as such Agreement may
be amended, modified or supplemented as the Management Committee may deem
reasonably appropriate to reflect a change or modification of the Company or of
the respective Members hereunder, including such adjustment to Percentage
Interest and in Capital Accounts as may be required), (iii) to the extent
applicable, any Person that ultimately controls such Transferee will have
executed such documents or agreements, in form and substance satisfactory to
each such Member, as will be necessary to confirm such Person's agreement to be
bound by the provisions of this Agreement applicable to the transferor and to
effectuate the assumption by such Person of the rights and obligations of such
transferor under this Agreement, (iv) in the case of additional Members, their
making contributions to the capital of the Company, to the extent provided
herein or otherwise required by the Management Committee and (v) in the case of

                                       36
<Page>

Transferee, such Transfer would not, in the opinion of counsel to the Company,
jeopardize the status of the Company as a partnership for United States federal
income tax purposes. Upon the satisfaction of the foregoing conditions, such
Transferee and additional Member will be admitted to the Company as a Member and
will be listed in the books and records of the Company as a Member, and the
Transferee will succeed to the rights and obligations of the transferor Member
under this Agreement. Immediately following such admission, the transferor will
cease to be a Member of the Company. Anything herein to the contrary
notwithstanding, the Company and the Management Committee shall be entitled to
treat the transferor of Interests as the absolute owner thereof in all respects,
and shall incur no liability for distributions made in good faith to the
transferor, until such time as a Transfer meeting all of the requirements of
this Article IX has been made.

          9.7     BUYBACK RIGHT.

          (a)     [****(*)]

          (b)     [****(*)]

          (c)     The Buyback Right shall not be subject to the Right of First
Offer pursuant to Section 9.2. The Buyback Right may be exercised multiple times
so long as the condition set forth in Section 9.7(a) is satisfied at the time of
such exercise.

          (d)     The Buyback Right is transferable to Affiliates of the
Managing Members. Except for such transfers, the Buyback Right of a Managing
Member is only transferable with the written consent of the other Managing
Member and expires on a Transfer by a Managing Member of its entire Percentage
Interest without such consent.

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                                       37
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                                    ARTICLE X

                        COMPANY BUSINESS PLAN AND BUDGET

          10.1    APPROVAL OF PROPOSED COMPANY BUSINESS PLAN AND BUDGET.

          (a)     At least sixty (60) days prior to the end of each Fiscal Year,
the Managers shall cause to be prepared and presented to the Management
Committee a proposed company business plan and budget (each, a "PROPOSED COMPANY
BUSINESS PLAN AND BUDGET") for the next succeeding Fiscal Year, for
consideration and approval by the Management Committee. The Proposed Company
Business Plan and Budget shall include a comprehensive business plan for the
Therapeutic Uses and Non-Therapeutic Uses. The first such Proposed Company
Business Plan and Budget, for Fiscal Year 2003, shall be agreed to by each of
the Managing Members on or before the sixtieth (60th) day following the
Effective Date. The Members currently anticipate, but do not commit, that the
budgeted amount within the Proposed Company Business Plan and Budget for Fiscal
Year 2003 shall be [****(*)], subject to the availability of third party
financing.

          (b)     The Proposed Company Business Plan and Budget for any Fiscal
Year shall be subject to approval by the Management Committee. The Management
Committee shall approve the Proposed Company Business Plan and Budget as
proposed or with modifications as determined by the Management Committee in its
sole discretion. Upon approval by the Management Committee, at least thirty (30)
days prior to the end of the Fiscal Year, the Management Committee shall provide
such Proposed Company Business Plan and Budget to the Managing Members for their
approval. Upon approval by the Managing Members, it shall become the Company
Business Plan and Budget for such Fiscal Year, subject to changes or
modifications in accordance with the Quarterly Company Business Plan and Budget
under Section 10.2.

          10.2    QUARTERLY COMPANY BUSINESS PLAN AND BUDGET. At least thirty
(30) days prior to the end of each fiscal quarter, the Managers shall cause to
be prepared and submitted to the Management Committee a proposed Company
Business Plan and Budget for the next succeeding fiscal quarter (each, a
"PROPOSED QUARTERLY COMPANY BUSINESS PLAN AND BUDGET"). The Management Committee
shall approve the Proposed Quarterly Company Business Plan and Budget as
proposed or with modifications as determined by the Management Committee in its
sole discretion. Upon approval by the Management Committee and at least fourteen
(14) days prior to the end of the fiscal quarter, the Management Committee shall
provide such Proposed Quarterly Company Business Plan and Budget to the Managing
Members for their approval. Upon approval by the Managing Members, it shall
become the Quarterly Company Business Plan and Budget for such fiscal quarter.

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                                   ARTICLE XI

             MEMBER REPRESENTATIONS AND WARRANTIES; MEMBER COVENANTS

          11.1    MEMBER REPRESENTATIONS AND WARRANTIES. As of the date hereof
(or the date of execution of this Agreement if a Member admitted after the date
hereof), each Member, solely with respect to itself, represents and warrants to
all other Members as follows:

          (a)     The Member (i) has been duly organized and is a validly
existing corporation, limited liability company, limited partnership or general
partnership, and if applicable, is in good standing under the laws of the
jurisdiction of its organization and (ii) has full power and authority to enter
into and perform this Agreement.

          (b)     This Agreement has been duly authorized, executed and
delivered by it and constitutes its valid and binding obligations, enforceable
against it in accordance with its terms except as such enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium and other similar
Laws and equitable principles relating to or limiting creditors' rights
generally.

          11.2    COVENANT NOT TO COMPETE. For as long as a Member has any
Interest in the Company, such Member and its Affiliates shall not directly or
indirectly, own, manage, operate, control, finance or participate in the
ownership, management, operation or control of, any Person other than the
Company which is engaged in the development, manufacture, use, marketing, sale
and commercialization of rhSA and products derived from or utilizing rhSA
(excluding fusion proteins) for both Therapeutic Uses and Non-Therapeutic Uses
(such business, "FIELD OF INTEREST") other than for the benefit of the Company
in accordance with the terms of a Service Arrangement. Notwithstanding the
provisions of this Section 11.2, Members may own no more than five percent (5%)
of the outstanding voting stock of a publicly traded company that acquires,
owns, develops, manages, operates, controls, participates in the management or
control of, maintains, or continues an interest in a Competing Business. If the
provisions of this Section 11.2 should ever be determined by a court of law to
exceed the time or geographic limitations permitted by applicable law, then such
provisions shall be deemed reformed to the maximum time or geographic
limitations permitted by applicable law. In the event of a breach by any Member
of the terms of this Section 11.2, any other Member and any of its Affiliates
shall be entitled to institute legal proceedings to obtain damages for any such
breach or to obtain the specific performance of this Agreement by such Member
and to enjoin such Member from any further violation of this Section 11.2 and to
exercise such remedies cumulatively or in conjunction with all other rights and
remedies provided by law.

          11.3    FUTURE DEVELOPMENTS.

          (a)     Any Invention or Improvement that is made, conceived or
reduced to practice by or on behalf of the Company, or by or on behalf of a
Managing Member in the course of a Managing Member providing services to the
Company pursuant to a written agreement or arrangement (including, without
limitation, pursuant to their respective Service Agreements) (a "SERVICE
ARRANGEMENT"), shall be the exclusive property of the Company, and the Managing
Members hereby assign and agree to assign all of their rights, title and
interest in and to any such

                                       39
<Page>

Inventions or Improvements to the Company; PROVIDED, HOWEVER, that any such
Invention or Improvement that has application outside of the Field of Interest
shall: (i) be owned by GTC if GTC was the Managing Member providing such
services and such Invention or Improvement relates to the GTC Core Business; or
(ii) be owned by Fresnius Kabi if Fresenius Kabi was the Managing Member
providing such services and such Invention or Improvement relates to the
Fresnius Core Business. If any such Invention or Improvement not covered by
clauses (i) or (ii), above, has applicability outside of the Field of Interest,
then the Company shall, upon the written request of the Managing Member that
made such Invention/Improvement, grant such Managing Member a fully-paid,
royalty-free, worldwide, nonexclusive right and license, with the right to grant
sublicenses, in and to such Invention/Improvement, for use outside the Field of
Interest only, and shall provide access to any data or materials related to such
Invention/Improvement; PROVIDED, HOWEVER, that if such Invention/Improvement:
(iii) is made by Fresenius but relates to the GTC Core Business, the Company
shall instead grant such a license exclusively to GTC; or (iv) is made by GTC
but relates to the Fresenius Core Business, the Company shall instead grant such
a license exclusively to Fresenius. The Company and the Managing Members hereby
covenant and agree that any such Service Arrangements shall contain terms and
conditions consistent with all of the foregoing.

          (b)     If a Member of the Company makes, conceives or reduces to
practice, any Invention or Improvement that may have applicability within the
Field of Interest, other than pursuant to a Services Arrangement, then such
Member (the "INVENTING MEMBER"), shall own all right, title and interest in such
Invention and/or Improvement, but shall immediately notify the Company and the
Managing Members (other than the Inventing Member, the "NON-INVENTING MANAGING
MEMBERS"). If requested by any Non-Inventing Managing Member, or by the Company,
then the Inventing Member shall grant to the Company a fully-paid, royalty-free,
worldwide, exclusive right and license, with the right to grant sublicenses, in
and to such Invention and Improvement, for use within the Field of Interest
only, and shall provide the Company access to any data or materials related to
such Invention or Improvement. The Inventing Member shall further notify the
Company and the Non-Inventing Managing Members immediately of a decision to file
a patent application with respect to such Invention or Improvement.

          (c)     For the avoidance of doubt, and without limiting the
foregoing, it is the intention of the Company and the Members to make available
to the Company, by ownership, license or sublicense, all Inventions and
Improvements within the Field of Interest including, without limitation, any
such Inventions or Improvements made by a Member or by a third party service
provider.

          11.4    NO FURTHER OBLIGATIONS. NEITHER MANAGING MEMBER SHALL BE
LIABLE OR OTHERWISE RESPONSIBLE FOR ANY FURTHER CAPITAL OR OTHER CONTRIBUTIONS,
FUNDING, FINANCING, GUARANTEES OR TAX OR OTHER OBLIGATIONS, LOSSES, DEBTS OR
LIABILITIES OF THE COMPANY. TO THAT END, NONE OF THE COMPANY, FRESENIUS KABI, OR
GTC SHALL HAVE THE POWER OR AUTHORITY TO FORCE, COMPEL OR REQUIRE FRESENIUS KABI
OR GTC TO MAKE ANY FURTHER CAPITAL OR OTHER CONTRIBUTIONS, PROVIDE FUNDING,
FINANCING OR GUARANTEES, OR TO BEAR RESPONSIBILITY FOR ANY TAX OR OTHER
OBLIGATIONS, DEBTS OR LIABILITIES OF THE COMPANY.

                                       40
<Page>

                                   ARTICLE XII

                               GENERAL PROVISIONS

          12.1    NOTICES. Wherever provision is made in this Agreement for the
giving of any notice, such notice shall be in writing and shall be deemed to
have been duly given if mailed by first class mail, postage prepaid, addressed
to the party entitled to receive the same or delivered personally to such party
at the address specified below, or if delivered personally, sent by facsimile
transmission or sent by overnight courier. All notices shall be given,

          if to the Company, to:

          Taurus hSA LLC
          c/o GTC Biotherapeutics, Inc.
          175 Crossing Boulevard, Suite 410
          Framingham, MA 01702
          Attention: General Manager
          Facsimile No.: (508) 271-3504

          with a copy to each of the Members;

          if to Fresenius Kabi to:

          Fresenius Kabi Aktiengesellschaft
          Else-Kroner Strasse 1
          Bad Homburg v.d.H.
          Germany
          Attention: President
          Facsimile No.: 011-49-6172-608-2251

          with a copy to:

          Fresenius Aktiengesellschaft
          Else-Kroner Strasse 1
          Bad Homburg v.d.H.
          Germany
          Attention: General Counsel, Law Department
          Facsimile No.: 011-49-6172-608-2251

          if to GTC:

          GTC Biotherapeutics, Inc.
          175 Crossing Boulevard, Suite 410
          Framingham, MA 01702
          Attention: President
          Facsimile No.: (508) 271-3491

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<Page>

          with a copy to:

          Palmer & Dodge LLP
          111 Huntington Avenue
          Boston, MA  02199-7613
          Attention: Nathaniel S. Gardiner, Esq.
          Facsimile No.: 617-227-4420

or to such other address, in any such case, as any party hereto shall have last
designated by notice to the other party. Notice shall be deemed to have been
given on the day that it is so delivered personally or sent by facsimile
transmission and the appropriate confirmation received or, if sent by overnight
courier, shall be deemed to have been given one day after delivery to the
courier company, or if mailed, three days following the date on which such
notice was so mailed.

          12.2    CONFIDENTIAL INFORMATION.

          (a)     Each party shall keep in strict confidence and secrecy all of
the Confidential Information of the other parties and shall not disclose the
same to any person or firm whatsoever during the term of this Agreement and for
a period of five (5) years thereafter, unless such Confidential Information
becomes public knowledge through no act or fault on the part of such party,
except that either party may disclose Confidential Information or any part
thereof,

                  (1)  Subject to the limitations set forth below, to its
     subsidiaries, officers, directors, employees, and agents for the purpose of
     performing its obligations hereunder; or

                  (2)  Pursuant to compulsory legal process or as may otherwise
     be required by applicable Law, but only after having made reasonable
     efforts to secure the court's or other Governmental Entity's order to limit
     production, use and disclosure of said information for the purposes of the
     proceeding and to the narrowest class of disclosure practicable under the
     circumstances.

          (b)     Each party agrees to limit the above-contemplated disclosure
of Confidential Information to only those of its directors, officers, employees
and authorized agents who need to know and whose access to such information is
necessary for the proper discharge of such party's functions and
responsibilities under this Agreement, and further agrees to take all reasonable
safeguards so as to protect the secret and proprietary nature of such
information and to prevent the unauthorized use, reproduction, disclosure or
other dissemination thereof. Prior to disclosing any Confidential Information of
a party hereto, or any part thereof to any of its authorized agents, or to
permitted researchers, the party intending to make such disclosure shall obtain
from each such person an agreement in which such person agrees to keep in strict
confidence and secrecy all of the information disclosed to him or her under the
provisions of this clause. Each party shall be responsible for the disclosure of
any Confidential Information contrary to the provisions of this Section 12.2 by
its directors, officers, employees, authorized agents, and permitted
researchers.

                                       42
<Page>

          (c)     The provisions of this Section 12.2 shall not apply to the
extent of and under the following conditions: (i) the information is
subsequently otherwise legally acquired by a party hereto from a third party
whose disclosure thereof is not in any breach of any applicable confidentiality
obligation; (ii) the information is in or comes into the public domain or is or
becomes generally known in the industry otherwise than by a breach of this
Agreement or any other applicable confidentiality obligation, (iii) prior to
disclosure under this Agreement, the information was already in the possession
of the receiving Member or its Affiliates, provided that such information was
not obtained directly or indirectly from the other party under this Agreement in
confidence; or (iv) the information can be shown by written documents to have
been independently developed by the receiving Member or its Affiliates without
breach of any of the provisions of this Agreement. In the event that any
material disclosure under (i) or (ii) occurs, such party shall after receiving
knowledge thereof promptly notify the other parties of the occurrence of such
event.

          (d)     The parties shall not disclose any material information about
this Agreement without the consent of the other parties. Consent shall not be
required, however, for disclosures to tax authorities, provided, that in
connection with such disclosure, each party agrees to use its reasonable efforts
to secure confidential treatment of such information. Each party shall have the
further right to disclose the terms of this Agreement (i) as required by
applicable Law, including the rules and regulations promulgated by the Frankfurt
Securities and Exchange Commission or the NASDAQ Stock Exchange, provided the
disclosing party provides to the other parties a copy of the information to be
disclosed and subject to the remainder of this clause (d), an opportunity to
comment thereon not less than 5 Business Days (or such shorter period as may be
available under applicable Law) prior to such disclosure, and (ii) to
underwriters, investment, merchant or commercial bankers and financial advisors
in connection with due diligence investigations of the party by any such person.
Any copy of this Agreement required to be disclosed pursuant to item (i) of the
previous sentence shall be redacted to delete Confidential Information to the
maximum extent permitted by Law or the rules of the organizations referred to
therein. If any party determines that a release of such regulatory authority is
required by law it shall, to the extent practicable in light of legal
requirements relating to such release, notify the other parties in writing as
soon as practicable prior to the time of the proposed release. At the other
party's request and before the release (if time permits under applicable Law),
the party seeking disclosure shall consult with the other parties on the
necessity of such disclosure and the text of the proposed release. Nothing in
this Section 12.2 shall preclude the disclosure of this Agreement or the
transactions contemplated hereby to the respective boards of directors or
management committees of the parties for the purpose of obtaining corporate
authorization of this Agreement and such transactions.

          (e)     Each party acknowledges that any violation by it of its
obligations under this Section 12.2 may cause irreparable injury to the other
party for which damages may not be adequate compensation. Therefore, in addition
to all other remedies available at law or in equity, the non-violating party
will be entitled to seek injunctive relief in the event of a violation or
threatened violation of this Section 12.2 by the other party.

          12.3    USE OF NAMES. Neither of Fresenius Kabi nor GTC shall use the
name of the other party in any advertising or any form of publicity, including
press releases, without the prior written consent of the other party.

                                       43
<Page>

          12.4    ENTIRE AGREEMENT; NON-WAIVER. This Agreement and any other
agreement entered into contemporaneously herewith constitute the entire
agreement of the parties hereto and thereto with respect to the subject matter
hereof and thereof, and supersede all other prior agreements or undertakings
with respect thereto, both written and oral. No delay on the part of any party
in exercising any right hereunder shall operate as a waiver thereof, nor shall
any waiver, express or implied, by any party of any right hereunder or of any
failure to perform or breach hereof by any other party constitute or be deemed a
waiver of any other right hereunder or of any other failure to perform or breach
hereof by the same or any other Member, whether of a similar or dissimilar
nature thereof.

          12.5    AMENDMENTS AND WAIVERS. Any provision of the Agreement may be
amended or waived if, and only if, such amendment or waiver is in writing and
signed, in the case of an amendment, by all of the Managing Members and any
other Member which would be materially adversely affected by such amendment, or,
in the case of a waiver, by the party or parties against whom the waiver is to
be effective; PROVIDED that this Agreement shall be deemed amended from time to
time to reflect the admission of any new Member and the adjustment of the
Percentage Interests of the Members resulting from any Transfer, capital
contribution or otherwise, in each case that is made in accordance with the
provisions hereof.

          12.6    SUCCESSORS AND ASSIGNS. The provisions of this Agreement shall
be binding upon the parties hereto and their respective successors and permitted
assigns. This Agreement is for the sole benefit of the parties hereto, their
respective successors and permitted assigns and, to the extent provided in this
Agreement, the Indemnified Persons and, except as otherwise expressly
contemplated herein, nothing herein expressed or implied shall give or be
construed to give any other Person any legal or equitable rights hereunder.

          12.7    RESOLUTION OF DISPUTES. Any dispute arising in connection with
this Agreement that is not resolved pursuant to Section 6.7, including any
question regarding its existence, validity or termination, is to be referred to
and finally resolved by arbitration under the Rules of the Arbitration Court of
the International Chamber of Commerce, Paris (France), which rules are deemed to
be incorporated by reference into this clause, and except for (a) proceedings
commenced to enforce an arbitration award and (b) proceedings commenced for
specific performance of Sections 11.2 and 12.2, each party hereby irrevocably
waives its right to commence any proceedings in any court with respect to any
matter arising under this Agreement. The tribunal shall consist of a sole
arbitrator appointed jointly by the parties. In the case of the parties failing
to choose a sole arbitrator, the tribunal shall consist of three arbitrators,
two of whom shall be appointed by the respective parties and the third
arbitrator shall be appointed jointly by the first two, all three of whom shall
be lawyers. The place of arbitration shall be the location of the defendant in
any proceeding or such other location as the parties shall jointly agree. The
language of the arbitration shall be English. No arbitrator shall be an
Affiliate, employee, officer or director of either party or of their respective
Affiliates, nor shall any Arbitrator have any interest that would be affected in
any material respect by the outcome of the dispute. The decision of the sole
arbitrator or of a majority of the arbitrators, where applicable, shall be final
and binding on the parties and their respective successors and assigns. The
decision shall not be subject to appeal or judicial review except in
circumstances of fraud. The tribunal shall determine the proportions in which
the parties shall pay the costs of the tribunal.

                                       44
<Page>

          12.8    FURTHER ASSURANCES. Each of the Members hereby agrees to
execute and deliver all such other and additional instruments and documents and
to do such other acts and things, at the request of the Management Committee, as
may be reasonably necessary or appropriate to carry out the intent and purposes
of this Agreement.

          12.9    APPLICABLE LAW. This Agreement shall be governed by and
construed under and in accordance with the laws of the State of Delaware without
regard to conflicts of law principles.

          12.10   SEVERABILITY. If any provision of this Agreement shall be
declared to be invalid, illegal or unenforceable, such provision shall survive
to the extent it is not so declared, and the validity, legality and
enforceability of the other provisions hereof shall not in any way be affected
or impaired thereby, unless such action would substantially impair the benefits
to the parties of the remaining provisions of this Agreement.

          12.11   COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.


            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

                                       45
<Page>

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement, or
caused this Agreement to be executed, by their respective duly authorized
officers, on the date first above written.

                                    FRESENIUS KABI HOLDING, INC.


                                    By: /s/ Matthias Fenner
                                       -----------------------------------------
                                       Name: Matthias Fenner
                                       Title: Authorized Representative


                                    GTC BIOTHERAPEUTICS, INC.


                                    By: /s/ Geoffrey F. Cox
                                       -----------------------------------------
                                       Name: Geoffrey F. Cox
                                       Title: Chairman & Chief Executive Officer

                                       46
<Page>

                                   SCHEDULE A

                             GTC CONTRIBUTED ASSETS
                             (INTELLECTUAL PROPERTY)

     GTC shall contribute to the Company the following intellectual property, as
more fully described in, and subject to the provisions of, the Contribution and
License Agreement by and between GTC and the Company dated December 20, 2002 and
effective January 1, 2003:

[****(*)]


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(*) Confidential Treatment has been requested for the marked portion.

                                 Schedule A - 1

<Page>

                                   SCHEDULE B

                              PERCENTAGE INTERESTS


               MEMBER                          PERCENTAGE INTEREST
           -------------------------------------------------------
           Fresenius Kabi                         [****(*)]
           -------------------------------------------------------
               GTC                                [****(*)]
           -------------------------------------------------------


----------
(*) Confidential Treatment has been requested for the marked portion.

                                 Schedule B - 1

<Page>

                                   SCHEDULE C

                  INCURRED AND FORECASTED 2002 EXPENSES OF GTC

[****(*)]


----------
(*) Confidential Treatment has been requested for the marked portion.

                                 Schedule C - 1

<Page>

                                   SCHEDULE D

                      PRINCIPAL TERMS OF SERVICE AGREEMENTS

GTC SERVICE AGREEMENTS

The Company shall have the benefits in the Field of Interest accruing to GTC
pursuant to the Existing Service Arrangements; provided, however that, in the
case of any expenses under the Exclusive Development and License Agreement with
Advanced Cell Technology, the Company shall only have to pay for services
directly related to the Field of Interest.

GTC shall not charge the Company any fees other than passing on fees actually
paid to the third party service providers under the Existing Service
Arrangements, which the Company shall promptly pay.

The Company shall be involved in any renegotiation, modification,
supplementation or amendment of the Existing Service Arrangements. The Company
shall approve any modification, supplement or amendment to any Existing Service
Arrangements that relates primarily to the Field of Interest, and shall be a
party thereto.

The Company shall be a party to any new agreement with a third party involving
the Field of Interest, including without limitation, any agreement entered into
with [****(*)]


----------
(*) Confidential Treatment has been requested for the marked portion.

                                 Schedule D - 1

</TEXT>
</DOCUMENT>
