GENZYME CORP
EXHIBIT 10.47
<DOCUMENT>
<TYPE>EX-10.47
<SEQUENCE>7
<FILENAME>a2073695zex-10_47.txt
<DESCRIPTION>EXHIBIT 10.47
<TEXT>
<Page>

                                                                   EXHIBIT 10.47

*Confidential portions have been omitted and filed separately with the
Commission.

                           TRADEMARK LICENSE AGREEMENT

     THIS TRADEMARK LICENSE AGREEMENT (this "Agreement") is made as of this 7th
day of February, 1997 by and between Biomatrix, Inc., a Delaware corporation
having its principal place of business at 65 Railroad Avenue, Ridgefield, New
Jersey, U.S.A. ("Biomatrix"), and American Home Products Corporation, a Delaware
corporation having its principal place of business at Five Giralda Farms,
Madison, New Jersey 07940, U.S.A., acting through its unincorporated
Wyeth-Ayerst Laboratories division (such entities are together defined herein as
"Wyeth").

     WHEREAS, Biomatrix and Wyeth are parties to that certain International
License Agreement (the "International License Agreement") and United States
License Agreement (the "U.S. License Agreement"), each dated as of February 7,
1997 (together, the "License Agreements"), pursuant to which (i) Biomatrix
agreed to sell and license to Wyeth, and Wyeth agreed to purchase and license
from Biomatrix, Products (as defined in the License Agreements) and Extended
Products and (ii) Biomatrix granted to Wyeth the right and license to use
certain trademarks owned by Biomatrix in any promotional materials used by Wyeth
to market the Products and Extended Products, all on the terms and conditions
set forth in the License Agreements;

     WHEREAS, Biomatrix is the owner of rights in, and the goodwill associated
with, the Trademark (as defined below); and

     WHEREAS, Biomatrix and Wyeth desire to enter into this Agreement for
purposes of licensing Wyeth to use the Trademark in the Territory (as defined in
each of the License Agreements, respectively).

     NOW, THEREFORE, the parties hereto agree as follows:

        1. DEFINITIONS; RULES OF INTERPRETATION

        1.1 Definitions. Unless otherwise specifically provided herein, all
defined terms herein shall have the meanings ascribed them in the License
Agreements in effect on the effective date of this Agreement. For purposes of
this Agreement, the term "Trademark" shall mean (i) the trademark "Synvisc(R)"
and each other mark, trademark or service mark described on Exhibit A hereto,
and (ii) any other marks, trademarks or service marks as may be agreed upon in
writing from time to time by the parties hereto for use by Wyeth in connection
with the promotion, marketing and sale of Products and Extended Products.

                                       -1-
<Page>

        1.2 Rules of Interpretation.

          (a) All definitions (whether set forth herein or by reference) shall
apply equally to both the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. All references herein to Sections shall be
deemed references to Sections of this Agreement unless the context otherwise
requires.

          (b) In the event that any of the terms or provisions of this Agreement
shall be in conflict with or be inconsistent with any of the terms or provisions
of the License Agreements, the terms and provisions of this Agreement shall
govern.

        2. GRANT OF LICENSE; ROYALTY.

        2.1 License. Subject to the terms and conditions of this Agreement,
Biomatrix grants to Wyeth, and Wyeth accepts from Biomatrix, the exclusive,
right and license (without the right to sublicense), for the term of this
Agreement, to use and display, and Wyeth shall use and display, the Trademark
solely in connection with the sale, distribution, marketing, advertising and
promotion of Products and Extended Products in the Field in the Territory. Wyeth
agrees that it shall not use the Trademark at any time outside the Territory or
use any Trademark for any products other than the Products and Extended Products
within the Territory, or for any other purpose except as provided herein.

        2.2 Limitation of Rights. Wyeth shall have the right to use the
Trademark only in the manner and to the extent specifically permitted by this
Agreement. Biomatrix retains all rights not expressly granted to Wyeth in this
Agreement. If Wyeth's license to sell Products or Extended Products terminates
with respect to any country in the Territory then Wyeth's rights to use the
Trademark and all other product specific logos, slogans and other intangibles
used by Wyeth or its Affiliates in association with the sale of Products and
Extended Products (including all registrations relating thereto) shall terminate
with respect to such country and, subject to Wyeth's sell-out rights with
respect to inventory, Wyeth shall (i) immediately with respect to such country
cease using the Trademark and any such logos, slogans, and marketing rights of
Biomatrix or any imitations thereof and (ii) immediately execute and deliver to
Biomatrix any documents or instruments reasonably requested by Biomatrix to give
full effect to the provisions of this Section 2.2.

        2.3 Royalty. In consideration of the license granted to Wyeth in Section
2.1, Wyeth agrees to pay royalties to Biomatrix as follows:

          (a) Wyeth shall pay to Biomatrix royalties in an amount equal to

                                        *

               *Confidential portions have been omitted and filed separately
                with the Commission.

                                       -2-
<Page>

                                        *

          (b) The amount of royalties due hereunder shall be computed quarterly.
Within

                                        *

after the close of each calendar quarter, Wyeth shall pay to Biomatrix in cash
the royalties owed hereunder with respect to such quarter. Each such payment
shall be accompanied by a statement describing in reasonable detail the
calculation of the amount of the accompanying royalty payment.

                                        *

          (c) All royalty payments shall be made in U.S. Dollars. The amount of
Net Revenues paid in another currency shall be converted into U.S. Dollars in
accordance with Section 4 of the International License Agreement.

          2.4. Intangibles. Biomatrix shall have exclusive ownership rights to
the Trademark and all other product specific logos, slogans and other
intangibles relating to the Products and Extended Products possessed or
controlled by Wyeth or any of its Affiliates.

          3. TERM AND TERMINATION. Unless earlier terminated pursuant to this
Paragraph 3, this Agreement shall continue in force, on a country-by-country
basis,

                                        *

Notwithstanding the foregoing, this Agreement may be terminated by Biomatrix at
any time upon written notice thereof to Wyeth upon the occurrence of any of the
following:

               (a) Breach of any duty or obligation of Wyeth hereunder not cured
within

                                        *

after receipt of written notice thereof from Biomatrix;

               (b) Termination of each of the International License and U.S.
License by Biomatrix as a result of Wyeth's breach;

               (c) Termination of each of the International License and U.S.
License by Wyeth;

               (d) Institution by Wyeth of bankruptcy, insolvency, liquidation
or receivership proceedings, or proceedings for reorganization under bankruptcy
or comparable laws;

               (e) Institution against Wyeth of any of the proceedings listed in
(d) above, the effectiveness of which is not stayed or dismissed within sixty
(60) days after such institution;

*Confidential portions have been omitted and filed separately with the
Commission.

                                       -3-
<Page>

               (f) Wyeth's making of a general assignment for the benefit of
creditors; and

               (g) Wyeth's failure to use the Trademark for a material amount of
time in connection with material amounts of sales of Products or Extended
Products.

          4. EFFECTS OF TERMINATION.

          Wyeth shall not have, and hereby waives, any claim for lost profits or
goodwill relating to the termination of this Agreement. Upon the expiration or
termination of this Agreement, Wyeth shall (i) immediately discontinue all use
of the Trademark, its component parts or any colorable imitations thereof, by
itself or in combination with any other words, letter, symbols or designs and
all other logos, slogans, marketing rights and other intangibles (or any
imitations thereof) relating to the Products or Extended Products and (ii)
immediately take all necessary action and execute and deliver to Biomatrix any
documents and instruments reasonably requested by Biomatrix to give full effect
to the provisions of this Section 4, including without limitation those
necessary to remove Wyeth as a registered user and/or a recorded licensee of the
Trademark.

                                        *

Thereafter, Biomatrix shall have the right, but not the obligation,

                                        *

The termination of this Agreement shall not affect any obligation accruing prior
to such termination. In the event that Wyeth fails promptly upon written request
by Biomatrix to comply with any of its agreements in this Section 4, Wyeth
hereby irrevocably consents to Biomatrix's taking any action necessary to give
effect to such agreements.

          5. QUALITY CONTROL

          Throughout the term of this Agreement, Wyeth shall maintain the
quality of products manufactured, sold or distributed under the Trademark at
least at the level of quality maintained for products currently sold and
distributed under the Trademark. Any products sold under the Trademark shall be
made strictly to the same specifications as the Product and/or Extended Product
made by Biomatrix under the Supply Agreement between Biomatrix and Wyeth dated
as of February 7, 1997. If any product sold under the Trademark is not
manufactured by Biomatrix, at least

                                        *

prior to use or distribution thereof, Wyeth shall deliver to Biomatrix for
inspection, testing and/or review samples of product to be sold and all new, or
changes to existing, product signs, labels, packaging materials, advertising and
other materials bearing the Trademark; and Wyeth shall not offer for sale, sell,
distribute or use any such new or changed product or materials without
Biomatrix's express prior written approval. Biomatrix' approval

                                        *

In order to determine Wyeth's compliance with this Paragraph 5, Biomatrix or its
authorized representative may inspect and/or test, at reasonable times and

*Confidential portions have been omitted and filed separately with the
Commission.

                                       -4-
<Page>

under reasonable circumstances, all uses of the Trademark by Wyeth and all
underlying goods. Each product produced or distributed hereunder shall comply
with all applicable laws and regulations and shall conform in all respects to
the sample of such product approved by Biomatrix hereunder. In the event of any
nonconformity or any deterioration in the quality of a product sold under the
Trademark (as determined by Biomatrix in good faith), Biomatrix may, in addition
to other available remedies, by written notice to Wyeth, require that such
product be immediately withdrawn from the market and Wyeth shall promptly cause
such withdrawal.

          6. INTELLECTUAL PROPERTY

          6.1 Use and Display of the Trademarks. Wyeth shall use and display the
Trademark in a conspicuous manner in connection with all Products and Extended
Products. Without limiting the generality of the foregoing:

               (a) Wyeth shall include in all advertising and promotional
material created by or for Wyeth in which the Trademark appears such legends,
markings, and notices (such as "TM" or "(R)" superscript, as appropriate) as
required or permitted by any foreign, federal, state or local law or
regulations.

               (b) Subject to applicable laws and regulations in the Territory,
Wyeth shall ensure that all trade literature, publications and promotional
materials relating to any product sold under the Trademark shall specify the
concept of viscosupplementation and that such concept has been conceived and
introduced by Biomatrix.

               (c) Wyeth shall not use the Trademark or any marks confusingly
similar thereto (i) in connection with any goods or services other than products
made to the specifications for the Products or Extended Products or (ii) as part
of or in connection with the legal name of any Person or the tradename of any
Person;

               (d) Wyeth shall not have the right to use any variation of the
Trademark without Biomatrix's written approval (which approval shall be in
Biomatrix's sole discretion) and, in the event that Biomatrix approves the use
of any variation of a Trademark, such approved variation shall become a
Trademark owned by Biomatrix and governed by the terms of this Agreement;

               (e) Wyeth shall not use the Trademark with any other trademark or
tradename, other than Wyeth's standard "house mark," without Biomatrix's prior
written approval (which approval shall not be unreasonably withheld).

          6.2 Ownership and Maintenance of Trademark. Biomatrix expressly
reserves the sole and exclusive ownership of the Trademark and all rights
relating thereto. Wyeth hereby acknowledges that Biomatrix is the sole and
exclusive owner of the

                                       -5-
<Page>

Trademark. Wyeth shall not question or otherwise challenge, either directly or
indirectly, during the term of this Agreement or after its termination or
expiration, Biomatrix's ownership of, and rights in, the Trademark and the
goodwill associated therewith or the validity of this Agreement. All use of the
Trademark by Wyeth shall inure to the benefit of Biomatrix. Upon Biomatrix's
request, whether during or after the term of this Agreement, Wyeth shall provide
necessary samples and information to permit Biomatrix to effect trademark or
service mark registrations and execute and deliver to Biomatrix any documents
required by Biomatrix to confirm Biomatrix's ownership of the Trademark. Wyeth
shall not at any time, either during or after the term of this Agreement, apply
to register the Trademark, or any mark confusingly similar thereto, as a
trademark or service mark anywhere in the world. The parties shall execute a
short form Trademark license agreement to the extent that it is necessary to
record the Trademark license hereunder in any country in the Territory where
Biomatrix deems such recordation to be necessary or desirable.

          6.3 No Assignment. It is understood and agreed that nothing in this
Agreement will be deemed in any way to constitute an assignment by Biomatrix of
the Trademark or of the goodwill associated therewith, or to give Wyeth any
right, title, or interest in and to the Trademark or the goodwill associated
therewith (except the right to make use thereof as herein provided).

          6.4 Infringements by Third Parties. Wyeth shall notify Biomatrix
promptly of any use by any Person of the Trademark or a mark similar to the
Trademark. Biomatrix in its sole discretion shall decide whether or how to
proceed against a third party infringer. Wyeth shall cooperate fully with
Biomatrix in connection with the prosecution of any claim against any such third
party infringer. If requested by Biomatrix, Wyeth shall join with Biomatrix, at
Biomatrix's expense, in any such action as Biomatrix in its sole discretion may
deem advisable, provided, however, that Wyeth shall have no right to take any
action with respect to the Trademark without Biomatrix's prior written approval,
which approval may be withheld in Biomatrix's sole discretion. The proceeds of
any settlement of, or recovery from, any such action shall belong entirely to
Biomatrix. If Biomatrix declines in writing to bring any action against an
alleged third party infringer, Wyeth may proceed and will bear all expenses of
the action. If necessary for Wyeth to proceed, Biomatrix shall join with Wyeth,
at Wyeth's expense. The proceeds of any settlement of, or recovery from, any
such action initiated by Wyeth shall belong entirely to Wyeth.

          7. INDEMNIFICATION

          7.1 Indemnification by Biomatrix. Biomatrix agrees to defend,
indemnify and hold harmless Wyeth from and against any and all claims of third
parties and liabilities, judgments, penalties, losses, costs, damages and
expenses resulting therefrom, arising from infringement claims by third parties
by reason of

                                        *

In the event of any such claim, upon written request by Biomatrix, Wyeth shall
immediately cease and desist from any and all further use or display of the
Trademark.

            *Confidential portions have been omitted and filed separately with
            the Commission.

                                       -6-
<Page>

          7.2 Indemnification by Wyeth. Wyeth agrees to defend, indemnify and
hold harmless Biomatrix from and against any and all claims of third parties and
liabilities, judgments, penalties, losses, costs, damages and expenses resulting
therefrom, arising by reason of

                                        *

          7.3 Procedures for Indemnification. With respect to any claims falling
within the scope of the foregoing indemnifications:

               (a) Each party agrees to notify the other promptly and in writing
of such claims, and to keep the other fully advised with respect to such claims
and the progress of any legal actions relating thereto in which the other party
is not a participant.

               (b) Biomatrix shall have the sole right to undertake and control
the defense and settlement of any claims relating to the ownership or validity
of the Trademark or of any pending application or registration of the Trademark.
Wyeth shall cooperate fully with Biomatrix in connection with the defense of any
such claims brought by third parties. If requested by Biomatrix, Wyeth shall
join with Biomatrix, at Biomatrix's expense, in any such action as Biomatrix in
its sole discretion shall deem advisable.

               (c) Wyeth shall have the right to participate at its own expense
in the defense of any claim instituted against it, and, if it does so
participate, it shall not have the right to recover against Biomatrix the costs
and expenses (including its attorneys' fees) of its participation in such suit.

               (d) In the event that a party assumes the defense of a claim
against the other party, the party assuming the defense shall not enter into any
compromise or settlement of the claim without the prior written consent of the
other party, which consent shall not be unreasonably withheld.

          8. MISCELLANEOUS PROVISIONS

         8.1 Assignment. The rights and obligations of the parties hereto shall
inure to the benefit of and shall be binding upon the authorized successors and
permitted assigns of each party. Neither party may, without the prior written
consent of the other party, take any of the following actions (collectively
referred to herein as an "Assignment"): (i) assign or transfer its rights or
obligations under this Agreement, (ii) license or sublicense any of its rights
or obligations under this Agreement, or (iii) designate another person to
perform all or part of its obligations under this Agreement or have all or part
of its rights and benefits under this Agreement; provided, however, that a party
may make Assignments to Affiliates of such party or to a successor, by merger,
and provided, further that in the case of an Assignment to an Affiliate the
assigning party shall promptly notify the other party in writing of such

         *Confidential portions have been omitted and filed separately with the
         Commission.

                                       -7-
<Page>

Assignment and shall remain liable (both directly and as guarantor) with respect
to all obligations so assigned. In the event of any permitted Assignment or in
the event that an Affiliate of either party shall exercise rights and/or perform
obligations hereunder pursuant to the terms of this Agreement, the assignee or
Affiliate, as the case may be, shall specifically assume and be bound by the
provisions of the Agreement by executing and agreeing to an assumption agreement
satisfactory to the other party hereto.

          8.2 Governing Law; Specific Performance. (a) This Agreement and the
respective rights and obligations of the parties shall be governed by and
construed in accordance with the internal and substantive laws of the State of
New Jersey, United States of America (without regard to principles of conflicts
of laws). The parties hereby agree that the United Nations Convention on
Contracts for the International Sale of Goods shall not apply to this Agreement
or any other document contemplated hereby. In the event of any dispute touching
or concerning this Agreement, the parties hereby agree to submit such dispute to
their respective chief executive officers or their designees by notice delivered
in accordance with the provisions of Section 8.6 hereof. Each of the parties
agrees that any suit relating to this Agreement may be brought in the courts of
the State of New Jersey or any federal court and service of process in any such
suit being made by mail at the address specified in Section 8.6. Each party
hereby waives any objection that it may now or hereafter have to the venue of
any such suit or any such court or that such suit is brought in an inconvenient
court.

     (b) Injunctive Relief. Each of the parties hereto acknowledges and agrees
that damages will not be an adequate remedy for any material breach or violation
of this Agreement if such material breach or violation would cause immediate and
irreparable harm (an "Irreparable Breach"). Accordingly, in the event of a
threatened or ongoing Irreparable Breach, each party hereto shall be entitled to
seek, in any state or federal court in the State of New Jersey, equitable relief
of a kind appropriate in light of the nature of the ongoing threatened
Irreparable Breach, which relief may include, without limitation, specific
performance or injunctive relief; provided, however, that if the party bringing
such action is unsuccessful in obtaining the relief sought, the moving party
shall pay the non-moving party's reasonable costs, including attorney's fees,
incurred in connection with defending such action. Such remedies shall not be
the parties' exclusive remedies, but shall be in addition to all other remedies
provided in this Agreement.

          8.3 Section Headings. References herein to sections and Exhibits are
to sections and Exhibits to this Agreement. The title of this Agreement and the
section headings contained herein are for convenience of reference only and
shall not define or limit the provisions hereof.

          8.4 Severability. If any term, provision, covenant or condition of
this Agreement is declared to be invalid, void or unenforceable, the remainder
of the provisions shall remain in full force and effect and shall in no way be
affected, impaired or invalidated.

                                       -8-
<Page>

          8.5 Waiver. The failure of either party to require the performance of
any provision of this Agreement by the other party shall not be deemed a waiver
and shall not deprive the party of its full right to require such performance in
the particular instance or at any other time. Any waiver must be in writing
executed by the waiving party.

          8.6 Notices. All communications in connection with this Agreement
shall be in writing and sent by postage prepaid first class mail, courier, or
telefax, and if relating to default, late payment or termination, by certified
mail, return receipt requested, telefax or courier, addressed to each party at
the address above, in the case of Biomatrix, Attn: Chief Executive Officer, with
a copy to: Justin P. Morreale, Esq., Bingham, Dana & Gould LLP, 150 Federal
Street, Boston, Massachusetts 02110, U.S.A., and in the case of Wyeth, 555 East
Lancaster Avenue, St. Davids, Pennsylvania 19087, Attn: Senior Vice President,
Global Business Development, with a copy to American Home Products Corporation,
Five Giralda Farms, Madison, New Jersey 07990, Attn: Senior Vice President and
General Counsel or to such other address as the addressee shall last have
designated by notice to the communicating party. The date of giving any notice
shall be the date of its actual receipt.

          8.7 No Agency or Franchise. This Agreement and the relations hereby
established by and between Biomatrix and Wyeth do not constitute a partnership,
joint venture, agency, franchise or contract of employment between them.

          8.8 Complete Agreement. This Agreement, the Supply Agreement and the
License Agreements embody all of the terms and conditions of the agreement
between the parties with respect to the matters set forth herein and supersedes
any and all prior or contemporaneous agreements, representations, understandings
or discussions of any kind between the parties.

          8.9 Modifications. This Agreement may not be modified or amended
except by writing which refers specifically to this Agreement signed on behalf
of both parties by their duly authorized officers.

          8.10 Other Documents The parties agree to implement this Agreement by
executing or causing to be executed such additional documents and agreements as
may be necessary to fully protect the Trademark and effectively carry out the
terms of this Agreement in accordance with applicable laws and regulations.

          8.11 EU REGULATIONS. It is the intention of the parties hereto that
this Agreement shall at all times qualify for the exemption from the provisions
of Article 85(1) of the Treaty of Rome dated 25 March 1957, as amended, which
either (a) is available under EEC Regulation Number 1983/83, or (b) may
otherwise be available under any other regulations or successor regulation
thereto. In the event that any provision of this Agreement is deemed to violate
the conditions for qualifying for the exemption, set out in whichever of those
regulations may be in effect at the relevant time, or if any such regulation is
amended after the date of this Agreement so as to cause this Agreement to fail
to qualify

                                       -9-
<Page>

for the exemption, the parties hereto agree that they will, as soon as it is
practicable to do so, enter into good faith negotiations to amend this Agreement
as necessary in order to re-qualify for the exemption or notify the Agreement.

          THE PARTIES HERETO, intending to be legally bound, have duly executed
this Agreement on the date first written above.

AMERICAN HOME PRODUCTS CORPORATION


By: /s/ Fred Hassan
  -----------------------------

Title: Executive Vice President
   ----------------------------

BIOMATRIX, INC.

By: /s/ Endre A. Balazs
  ----------------------------
Title: Chief Executive Officer
   ---------------------------

                                      -10-
<Page>

                                    Exhibit A

                                    Trademark

                                        *

          *Confidential portions have been omitted and filed separately with the
           Commission.

                                      -11-
<Page>

<Table>
          <S>        <C>                     <C>              <C>
          Country    Registration No.        Term             Expiration Date
          -------    ----------------        ----             ---------------
</Table>

                                        *

          *Confidential portions have been omitted and filed separately with the
           Commission.

                                      -12-
<Page>

                               FIRST AMENDMENT TO

                           TRADEMARK LICENSE AGREEMENT

     This FIRST AMENDMENT (this "Trademark Amendment Agreement"), is made as of
June 13, 2000 (the "Amendment Effective Date"), by and between Biomatrix, Inc.
("Biomatrix") and American Home Products Corporation, acting through its
unincorporated Wyeth-Ayerst Laboratories division (together "Wyeth") to amend
that certain Trademark License Agreement, dated as of February 7, 1997, by and
between Biomatrix and Wyeth (the "Trademark License Agreement').

     WHEREAS, Biomatrix and Wyeth entered into the Trademark License Agreement
by which Biomatrix granted to Wyeth a license to use certain trademarks owned by
Biomatrix and now the parties wish to amend certain provisions of the Trademark
License Agreement;

     NOW, THEREFORE, in consideration of the mutual promises contained in this
Agreement, and intending to be legally bound thereby, the parties hereto agree
as follows:

     1.   Capitalized terms used in this Trademark Amendment Agreement
          and not otherwise defined shall have the meanings ascribed to such
          terms in the Trademark License Agreement.

     2.   EXHIBIT A to the Trademark License Agreement is hereby deleted in its
          entirety and replaced with EXHIBIT A attached hereto.

     3.   Wyeth agrees promptly to take all such actions as may be required to
          notify any and all government agencies in any Relinquished Countries
          (as defined in the First Amendment to International License Agreement
          between the parties of even date herewith) that Wyeth is no longer a
          distributor of Products and to cause all registrations of the
          Trademark in the name of Wyeth or any affiliate of Wyeth to be
          transferred to Biomatrix or its designee

     4.   This Trademark Amendment Agreement and the respective rights and
          obligations of the parties shall be governed and construed in
          accordance with the internal and substantive laws of the State of New
          Jersey, United States of America (without regard to principles of
          conflicts of laws). This Trademark Amendment Agreement may be executed
          in several identical counterparts, each of which shall be an original,
          but all of which constitute one instrument, and in making proof of
          this Agreement it shall not be necessary to produce or account for
          more than one such counterpart.

     5.   Except as specifically modified hereby, the Trademark License
          Agreement shall remain unmodified and in full force and effect.

<Page>

     IN WITNESS WHEREOF, the parties hereto have executed this Trademark
Amendment Agreement as an instrument under seal as of the date first above
stated.

                 BIOMATRIX, INC.

                 By: /s/ Endre A. Balazs
                    ---------------------------
                 Name:  Endre A. Balazs
                 Title: Chief Executive Officer

                 AMERICAN HOME PRODUCTS CORPORATION

                 By: /s/ Egon E. Berg
                    ---------------------------
                 Name:  Egon E. Berg
                 Title: Vice President

                                       -2-
<Page>

                                    EXHIBIT A

                                    TRADEMARK

SYNVISC(R)

<Table>
<Caption>
COUNTRY           REGISTRATION NO.       TERM                 EXPIRATION DATE
-------           ----------------       ----                 ---------------
<S>               <C>                    <C>                  <C>
United States     1,418,125              20 Yrs.              November 25, 2006

Germany           1,l10,922              10 Yrs.              December 20, 1996

                  (Renewal)              10 Yrs.              December 20, 2006

Greece            127,446                10 Yrs.              July 12, 2005

CTM               Ser. No. 000338731     Published for Opposition

Turkey            180724                                      January 30, 2007

Portugal          314081                 10 Yrs.              September 4, 2006

Poland            170,078                Registration Fee Paid. To issue shortly

Czech Republic    209,939                10 Yrs.              February 24, 2007
</Table>

</TEXT>
</DOCUMENT>
