REPLIGEN CORP (Form: 10-K, Received: 03/15/2012 12:14:40)

REPLIGEN CORPORATION

Date: March 15, 2012

/ S / WALTER C. HERLIHY

Walter C. Herlihy

President and Chief Executive Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

¨	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended

x	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from April 1, 2011 to December 31, 2011

Commission File Number 000-14656

REPLIGEN CORPORATION

(Exact name of registrant as specified in its charter)


Delaware		04-2729386
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

41 Seyon Street, Bldg. 1, Suite 100 Waltham, MA		02453
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (781) 250-0111

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Common Stock, $0.01 Par Value Per Share

Name of Exchange on Which Registered

The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x .

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x .

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No x .

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨ .

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer ¨	Accelerated filer x	Non-accelerated filer ¨	Smaller reporting company ¨
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x .

The aggregate market value of the voting and non-voting common equity held by non-affiliates as of September 30, 2011, the last business day of the registrant’s most recently completed second fiscal quarter, was $100,130,108.

The number of shares of the registrant’s common stock outstanding as of March 6, 2012 was 30,724,757.

Documents Incorporated By Reference

The registrant intends to file a proxy statement pursuant to Regulation 14A within 120 days of the end of the nine month fiscal year ended December 31, 2011. Portions of such proxy statement are incorporated by reference into Part III of this Transition Report on Form 10-K.

Table of Contents



		PAGE

PART I

Item 1.	Business		1

Item 1A.	Risk Factors		12

Item 1B.	Unresolved Staff Comments		22

Item 2.	Properties		22

Item 3.	Legal Proceedings		22

Item 4.	Mine Safety Disclosures		22

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		23

Item 6.	Selected Consolidated Financial Data		25

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		26

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		39

Item 8.	Financial Statements and Supplementary Data		39

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		39

Item 9A.	Controls and Procedures		39

Item 9B.	Other Information		42

PART III

PART IV

Item 15.	Exhibits and Financial Statement Schedules		44

SIGNATURES			48

PART I

Item 1.

BUSINESS

The following discussion of our business contains forward-looking statements that involve risks and uncertainties. When used in this report, the words “intend,” “anticipate,” “believe,” “estimate,” “plan” and “expect” and similar expressions as they relate to us are included to identify forward-looking statements. Our actual results could differ materially from those anticipated in these forward-looking statements and are a result of certain factors, including those set forth under “Risk Factors” and elsewhere in this Annual Report on Form 10-K.

Overview

Repligen Corporation (“Repligen,” the “Company” or “we”) is a leading supplier of critical products used to manufacture biologic drugs. We manufacture Protein A for major life science companies under long term supply agreements and also sell products directly to end users for use in their manufacturing processes. We also apply our expertise in biologic product development to SecreFlo ^TM (RG1068), for which our first new drug application (“NDA”) has been submitted and accepted for priority review by the U.S. Food and Drug Administration (“FDA”) and for which we have submitted a marketing authorization application (“MAA”) to the European Medicines Agency (“EMA”). SecreFlo is a synthetic human hormone being developed by the Company as a novel imaging agent for the diagnosis of pancreatitis and potentially a variety of pancreatic diseases. We also have two early stage central nervous system (“CNS”) rare disease programs underway in Friedreich’s ataxia and spinal muscular atrophy that are advancing into Phase 1 clinical trials. In addition, we have out-licensed certain intellectual property to Bristol-Myers Squibb Company (“Bristol”) from which we receive royalties on their net sales in the United States of their product Orencia ^® .

Corporate Background

We were incorporated in May 1981, under the laws of the State of Delaware. Our principal executive offices are located at 41 Seyon Street, Waltham, Massachusetts 02453 and our telephone number is (781) 250-0111. We also have a manufacturing facility located in Lund, Sweden.

Acquisition of Novozymes Biopharma Sweden AB

On December 20, 2011, pursuant to the terms of the Asset Transfer Agreement, dated as of October 27, 2011 (the “Asset Transfer Agreement”), by and among the Company, Repligen Sweden AB, a company organized under the laws of Sweden and a wholly-owned subsidiary of the Company (“Repligen Sweden”), Novozymes Biopharma DK A/S, a company organized under the laws of Denmark (“Novozymes Denmark”), and Novozymes Biopharma Sweden AB, a company organized under the laws of Sweden and a wholly-owned subsidiary of Novozymes Denmark (“Novozymes Sweden” and, together with Novozymes Denmark, “Novozymes”), we acquired Novozymes’ business headquartered at Novozymes Sweden’s facility in Lund, Sweden and all related operations, including the manufacture and supply of cell culture ingredients and Protein A affinity ligands for use in industrial cell culture, stem and therapeutic cell culture and biopharmaceutical manufacturing (the “Novozymes Biopharma Business”). Pursuant to the Asset Transfer Agreement, Repligen Sweden (a) purchased all of the assets related to the Novozymes Biopharma Business and assumed certain specified liabilities related to the Novozymes Biopharma Business from Novozymes Sweden and (b) purchased contract rights and licenses used in the Novozymes Biopharma Business and other specified assets from Novozymes Denmark (collectively, the “Transferred Business” and the acquisition of the Transferred Business, the “Novozymes Acquisition”). The Novozymes Biopharma Business now operates as Repligen Sweden. We paid a purchase price of 17.0 million Euros (~$22.1 million) plus an additional net working capital adjustment of 3.65 million Euros (~$4.8 million) for a total upfront cash payment of 20.65 million Euros (~$26.9 million) to Novozymes for the Transferred Business upon the consummation of the Novozymes Acquisition. In addition, Novozymes has the right to contingent payments of up to 4.0 million Euros (~$5.2 million) consisting of: (i) an earn-out of 1.0 million Euros (~$1.3 million) if the Transferred Business achieves sales of a minimum quantity of a Novozymes product between January 1, 2012 and December 31,

2012; (ii) two milestone payments of 1.0 million Euros (~$1.3 million) each if sales of certain Novozymes products achieve agreed levels for the combined calendar years 2012 and 2013 and for calendar year 2014, respectively; and (iii) technology transfer payments totaling 1.0 million Euros (~$1.3 million) following the successful transfer of certain Novozymes manufacturing technology.

Change in Fiscal Year

As previously announced, in 2011 we changed our fiscal year end from March 31 to December 31. This Transition Report on Form 10-K reports our financial results for the nine-month period from April 1, 2011 through December 31, 2011, which we refer to as “the nine-month fiscal year ended December 31, 2011” throughout this report. Following this Transition Report, we will report on a twelve-month fiscal year beginning on January 1 and ending on December 31 of each year.

Currently Marketed Products

We currently sell various commercial bioprocessing products based on Protein A and IFG-1 growth factors, as well as a line of pre-packed chromatography columns, which are used in the production of monoclonal antibodies and other biopharmaceutical products.

Products for Biologics Manufacturing

Repligen is a leading manufacturer of a number of bioprocessing products including multiple products based on Protein A, growth factors used in fermentation and a line of pre-packed chromatography columns. Our bioprocessing products are used in the production of biologic drugs which include a wide range of recombinant therapeutic proteins, monoclonal antibodies and vaccines. Demand for our bioprocessing products has grown in concert with the expanding markets for biologics, particularly monoclonal antibodies. Most major pharmaceutical and biotechnology companies have made a significant investment in the development and commercialization of biologic drugs. The global biologics market was valued at approximately $150 billion in 2010 and is expected to grow at a rate in the high single digits annually. Monoclonal antibodies are highly valuable therapeutic agents, examples of which include some of the best-selling drugs in the world such as Enbrel ^® and Remicade ^® for rheumatoid arthritis and other inflammatory disorders, and Rituxan ^® for Non-Hodgkin’s Lymphoma. There are more than 50 approved monoclonal antibody products and 200 product candidates currently in clinical development, most of which are manufactured using Protein A.

For more than ten years, Repligen has been a well-respected global supplier of Protein A, a key consumable used in the purification of monoclonal antibody pharmaceuticals. Through the Novozymes Acquisition, we now manufacture a “native” Protein A product which is used in the production of several of the early blockbuster monoclonal antibody drugs. The combined company now manufactures all five forms of commercial scale Protein A and is well positioned to benefit from the expansion of the biologics market and in particular the growth of the monoclonal antibody market which will create increased demand for Protein A.

To be useful in manufacturing, Protein A is chemically bound to various manufacturers’ proprietary chromatography media or small beads, which provide a rigid support required for processing. This media is then packed by end-users into cylindrical columns. After fermentation of a monoclonal antibody, the broth containing the monoclonal of interest as well as numerous fermentation by-products and contaminants is passed over a column filled with Protein A chromatography media which selectively captures the monoclonal. Protein A has a highly specific affinity for the monoclonal antibody and as a result, the antibody stays bound to the Protein A media and the impurities wash through. After the impurities are washed away, a change in conditions releases the purified antibody. The result is a highly purified and concentrated monoclonal antibody from a single purification step. Further purification steps are usually necessary to increase purity to a level greater than 98%.

The Company manufactures Protein A for major life science companies including GE Healthcare, EMD Millipore, and Life Technologies under long term supply agreements which extend to 2015-2021. Our customers incorporate various

forms of Protein A products into their proprietary chromatography media that they sell directly to the biopharmaceutical industry. The majority of our product sales for the last three years have been sales of Protein A products.

Most biopharmaceuticals are produced in mammalian fermentation supplemented by growth factors. Through the Novozymes Acquisition, the Company acquired four fermentation growth factor products. LONG ^® R3 IGF-I is a growth factor that is more biologically potent than either insulin or native IGF-1 and has been shown to significantly increase recombinant protein production in fermentation applications. LONG ^® R3 IGF-I is sold under a distribution agreement with Sigma-Aldrich Corporation (“Sigma”) which extends to 2021. Sigma has distribution rights for industrial cell culture applications, and the product is currently used in the manufacture of nine commercial biopharmaceuticals. Repligen sells the product for use in stem cell and other cell-based therapies. In addition, we acquired long epidermal growth factor (LONG ^® EGF), transforming growth factor alpha (LONG ^® TGF-a) supplements for serum-free or low serum culture in cell-based therapy application as well as recombinant transferrin (rTransferrin) which has been developed as an iron supplement for cell culture. There may be additional applications for these growth factors in stem cell and other cell-based therapies.

In January 2010, we acquired patented technology from BioFlash Partners, LLC (“BioFlash”) that enables reliable production of pre-packed chromatography columns for the purification of biologic drugs and vaccines. OPUS ^TM columns have the potential to improve manufacturing efficiencies by reducing time for column packing, set-up and cleaning. Based on specific customer feedback and rising market demand for disposable biomanufacturing technologies, we have reengineered and expanded our OPUS product line to include larger scale columns. We recently introduced a new, process-scale product line which is suitable for the production of a broad range of clinical trial material and niche commercial products such as orphan biologics.

Research and Development

We have devoted substantial resources to the research and development of therapeutic and imaging product candidates and our commercial products discussed herein. For the nine-month fiscal year ended December 31, 2011, we spent $9,462,000 on company-sponsored research and development activities. For the fiscal years ended March 31, 2011 and 2010, we spent $12,529,000 and $14,160,000, respectively, on company-sponsored research and development activities.

Development Stage Products

We currently have three active development stage programs underway including our diagnostic imaging program and two early stage central nervous system (“CNS”) rare disease programs. SecreFlo (RG0168, synthetic human secretin) is being developed to be used in combination with magnetic resonance imaging (“MRI”) to improve the detection of pancreatic abnormalities in patients with pancreatitis. SecreFlo has completed a successful pivotal Phase 3 study, and we submitted our first New Drug Application (“NDA”) to the Food and Drug Administration (“FDA”) for SecreFlo in December 2011. The FDA has granted our NDA priority review. Under the Prescription Drug User Fee Act (“PDUFA”), the FDA’s goal for completing a priority review and delivering a decision on marketing approval is reduced to six months, compared to ten months for a standard review. The FDA has assigned a PDUFA goal date of June 21, 2012 to our SecreFlo NDA. In March 2012, we submitted a marketing authorization application (“MAA”) for SecreFlo for review by the European Medicines Agency (“EMA”) in the same initial indication. We also have two early stage rare disease clinical programs underway to evaluate the potential for our product candidates RG3039 and RG2822 to treat spinal muscular atrophy (“SMA”) and Friedreich’s ataxia, respectively.

SecreFlo for Pancreatic Imaging

SecreFlo is a synthetic version of the human hormone secretin. Secretin is a well-known gastrointestinal hormone produced in the small intestine that regulates the function of the pancreas as part of the process of digestion. We have completed a Phase 3 clinical trial evaluating the sensitivity and specificity of SecreFlo in combination with MRI to improve the detection of structural abnormalities of the pancreas relative to MRI alone. Structural abnormalities of the pancreas are often the cause of significant abdominal pain and can be associated

with diseases such as pancreatitis. When the pancreas is at rest and the pancreatic duct is ‘empty’, it is quite narrow and can be hard to visualize by MRI. SecreFlo stimulates secretion of watery fluid into the pancreatic ducts expanding the ducts and enabling them to be more effectively visualized by MRI as this imaging technique images water (water looks white in certain MRI images). Improvement in the detection and delineation of normal and abnormal structures with MRI is attractive for patient care as it can obviate the need for additional and potentially risky procedures such as endoscopy (“ERCP”). The FDA has granted Fast Track designation to the development of SecreFlo. Fast Track is a process designed to facilitate the development and expedite the review of drugs that treat serious diseases and fill an unmet medical need.

Our pivotal Phase 3 clinical trial was initiated in March 2008 and completed in December 2009. This was a multi-center, baseline controlled, single dose study in which 258 patients were enrolled at 23 clinical sites within the United States and Canada. Each patient in the study received an MRI of the pancreas with and without SecreFlo, and separately underwent ERCP as a diagnostic reference. The MRI images were randomized and independently read and reviewed by three central radiologists. The primary objectives of the Phase 3 study were to demonstrate that SecreFlo increases the sensitivity in detecting structural abnormalities of the pancreas by MRI, with minimal loss of specificity. The predetermined criteria for a successful study included the achievement of a statistically significant improvement in sensitivity with minimal loss in specificity from two of the three central radiologists reading the MRI images. In the initial read of the study, one radiologist achieved a statistically significant improvement in sensitivity with SecreFlo, while a second radiologist showed a trend but did not achieve statistical significance. There was minimal loss in specificity for all radiologists. Based on inconsistencies in the analysis of the radiographic images by the three radiologists hired to review the Phase 3 images, we submitted a request to the FDA and the EMA to re-analyze the Phase 3 data set (“Phase 3 re-read”). In May 2010, the FDA and EMA approved our plan for a re-analysis of images obtained from the Phase 3 trial. In March 2011, we announced positive results of the Phase 3 re-read, in which all three independent radiologists achieved a statistically significant improvement in sensitivity (all radiologists p<0.0001) with minimal loss in specificity (<7.5%). All three secondary endpoints were also met, with each demonstrating highly statistically significant improvements (p<0.0001) in image quality, visualization of the main pancreatic duct and diagnostic confidence when compared to MRI alone.

Based on the positive re-read of the Phase 3 data, we filed an NDA with the FDA for SecreFlo on December 21, 2011, with a request for priority review. In February 2012, the FDA granted priority review for this NDA for SecreFlo. Under PDUFA, the FDA’s goal for completing a priority review and delivering a decision on marketing approval is reduced to six months compared to ten months for a standard review. The FDA has assigned a PDUFA goal date of June 21, 2012 for a determination on this NDA for SecreFlo.

In March 2012, we filed an MAA for SecreFlo in the same indication, for potential approval by the EMA. Pending successful validation, the EMA would then require its Committee for Medicinal Products for Human Use (CHMP) to complete a full scientific assessment and deliver its opinion on marketing approval for SecreFlo, a process that is expected to be completed in approximately twelve months.

Pending FDA approval of SecreFlo, we expect to build a commercial infrastructure to support the launch of SecreFlo in the U.S., and we plan to seek to establish one or more partnerships for commercialization of SecreFlo outside the U.S. We have received an Orphan Drug designation from the FDA covering the use of SecreFlo in MRI which, if we are the first company to receive FDA approval for this use of secretin in the U.S., will provide seven years of marketing exclusivity in the U.S. following approval of the NDA.

We believe that there may be additional uses for SecreFlo, and we intend to evaluate whether SecreFlo has the potential to improve the detection of pancreatic cancer in combination with contrast-enhanced MRI or computed tomography (“CT”). We will also seek to acquire products that are complementary to SecreFlo, which we may be able to sell to gastroenterologists or radiologists.

RG3039 for Spinal Muscular Atrophy

We are pursuing development of RG3039 for treatment of patients with spinal muscular atrophy (“SMA”). Our inhibitors have the potential to be first in class treatment for the disease. SMA is an inherited

neurodegenerative disease in which a defect in the survival motor neuron gene (“SMN”) results in low levels of the protein SMN which leads to progressive damage to motor neurons, loss of muscle function and, in many patients, early death. There are approximately 20,000 people worldwide with SMA.

On October 22, 2009, we entered into an exclusive worldwide commercial license agreement (the “FSMA License Agreement”) with Families of Spinal Muscular Atrophy (“FSMA”). Pursuant to the FSMA License Agreement, we obtained an exclusive license to develop and commercialize certain patented technology, and improvements thereon, owned or licensed by FSMA, relating to compounds which may have utility in treating SMA. If all milestones are achieved, total future financial obligations under this agreement, including milestone payments, sublicense fees, and other charges, could total approximately $11,250,000.

In May 2011, we initiated a Phase 1 clinical study of RG3039 in healthy volunteers. We have received an Orphan Drug designation from the FDA for RG3039, which, if we are the first company to obtain market approval for RG3039 for SMA in the United States, will provide seven years of marketing exclusivity in the United States following NDA approval. We have received an Orphan Drug designation from the European Commission for RG3039, which, if granted, and if we are the first company to obtain market approval for RG3039 for SMA in Europe, will provide ten years of marketing exclusivity in Europe following MAA approval. The composition of RG3039 is covered by patent applications in the United States and Europe (see Patents, Licenses and Proprietary Rights section below.)

Histone Deacetylase Inhibitors for Friedreich’s Ataxia, Huntington’s Disease and Memory Disorders

Friedreich’s ataxia is an inherited neurodegenerative disease caused by a single gene defect that results in inadequate production of the protein frataxin. Low levels of frataxin lead to degeneration of both the nerves controlling muscle movements in the arms and legs and nerve tissue in the spinal cord. Symptoms of Friedreich’s ataxia typically emerge between the ages of five and fifteen and often progress to severe disability, incapacitation or loss of life in early adulthood. There are approximately 15,000 patients worldwide with Friedreich’s ataxia. There is currently no treatment for Friedreich’s ataxia.

Repligen is developing RG2833, a class I histone deacetylase (“HDAC”) inhibitor, for the treatment of Friedreich’s ataxia. In May 2010, we filed an Investigational New Drug Application (“IND”) for RG2833 with the FDA which is currently on clinical hold. In July 2011, we filed an application with the Italian Superior Institute of Health, commonly known as the “ISS”, to initiate a Phase 1 study of RG2833 in Italy. We plan to initiate a single, ascending dose Phase 1 study of RG2833 in Friedreich’s ataxia patients in Italy, in the first quarter of 2012. We have developed methods to measure changes in frataxin levels in patient cells for use in our clinical trial which may enable us to gain an early insight into the potential benefit of treating patients with RG2833. We have received an Orphan Drug designation from the FDA for RG2833, which, if we are the first company to obtain market approval for RG2833 for Friedreich’s ataxia in the U.S., will provide seven years of marketing exclusivity in the U.S. following NDA approval. We have also received Orphan Drug designation from the European Commission for RG2833, which, if we are the first company to obtain market approval for RG2833 for Friedreich’s ataxia in Europe, will provide ten years of marketing exclusivity in Europe following MAA approval. The composition of RG2833 is covered by patent applications in the U.S. and Europe (see Patents, Licenses and Proprietary Rights section below.)

Repligen is also exploring the applicability of HDAC inhibitors in the treatment of memory disorders and Huntington’s disease. In 2010, the National Institute of Neurological Disorders and Stroke (“NINDS”) awarded a grant of $6,000,000 over four years to The Scripps Research Institute and Repligen for the development of a novel HDAC inhibitor for Huntington’s disease. Repligen is part of a collaborative network receiving the grant and has the potential to receive $2,900,000 based on successful completion of various milestones during the four year program. The goals of the grant include the identification, characterization, optimization and preclinical GLP toxicology and safety testing of a novel HDAC inhibitor for Huntington’s disease.

Uridine for Bipolar Depression

Bipolar disorder, also known as manic depression, is a chronic illness marked by extreme changes in mood, thought, energy and behavior. Uridine is a biological compound that is essential for multiple biosynthetic

processes including the synthesis of DNA and RNA, the basic hereditary material found in all cells and numerous other factors essential for cell metabolism. Researchers at McLean Hospital previously demonstrated that uridine is active in a well-validated animal model of depression. Literature reports indicate that certain genes that encode for mitochondrial proteins are significantly down-regulated in the brains of bipolar patients. This insight suggested that the symptoms of bipolar disorder may be linked to dysregulation of energy metabolism in the brain.

In March 2006, we initiated a Phase 2a clinical trial of RG2417, an oral formulation of uridine, in patients with bipolar disorder. The study showed a statistically significant improvement in the symptoms of depression in the patients treated with RG2417 when compared to placebo. Our Phase 2a data was reviewed by the FDA and served as the basis for a Phase 2b proof-of-concept clinical trial, which we initiated in November 2008. In March 2011, we announced the results from this Phase 2b study, which did not demonstrate a statistically significant improvement when compared to placebo in treating the symptoms of depression. At this time, we do not plan to invest additional resources in RG2417.

Intellectual Property on CTLA4-Ig

Orencia ^® (CTLA4-Ig) Royalties

CTLA4 is a key regulator of the activity of the immune system. CTLA4 “turns off” the immune system after it has successfully cleared a bacterial or viral infection by blocking the activation of T-cells, the immune cells responsible for initiating an immune response. In the 1990’s, our collaborators at the University of Michigan and the U.S. Navy demonstrated in animal models that a fusion protein consisting of fragments of CTLA4 and an antibody (“CTLA4-Ig”) could be used to treat certain autoimmune diseases. This research finding resulted in the granting of U.S. patent No. 6,685,941 (“the ‘941 Patent”) covering the treatment of certain autoimmune disorders including rheumatoid arthritis with CTLA4-Ig. CTLA4-Ig’s mechanism of action is different from the current therapies for autoimmune disease or organ transplant rejection, thus, it may provide a treatment for patients who are refractory to existing therapies.

In December 2005, the FDA approved Bristol’s application to market CTLA4-Ig, under the brand name Orencia ^® , for treatment of rheumatoid arthritis. In January 2006, Repligen and the University of Michigan jointly filed a lawsuit against Bristol in the United States District Court for the Eastern District of Texas for infringement of the ‘941 Patent. In April 2008, Repligen and the University of Michigan entered into a settlement agreement with Bristol pursuant to which, Bristol made an initial payment of $5 million to us and agreed to pay us royalties on the U.S. net sales of Orencia ^® for any clinical indication at a rate of 1.8% for the first $500 million of annual sales, 2.0% for the next $500 million and 4.0% of annual sales in excess of $1 billion for each year from January 1, 2008 until December 31, 2013.

The ‘941 Patent is owned by the University of Michigan and exclusively licensed to Repligen. In consideration of this exclusive license, Repligen agreed to pay the University of Michigan 15% of all royalty income received from Bristol, after deducting legal expenses. There are no annual or other fees associated with this agreement. As of December 31, 2011, we have paid approximately $5,290,000 to the University of Michigan under this agreement.

Sales and Marketing

We sell our bioprocessing products through our direct sales force, partners such as GE Healthcare, EMD Millipore, Life Technologies, Sigma Aldrich and distributors in certain foreign markets.

In December 2011, we filed an NDA covering the use of SecreFlo in combination with MRI to improve the detection of pancreatic duct abnormalities in patients with pancreatitis. In February 2012, the FDA granted priority review for this NDA for SecreFlo and assigned a PDUFA goal date of June 21, 2012 for completing its review and delivering a decision on marketing approval. Pending regulatory approvals, we plan to build a commercial infrastructure to support the launch of SecreFlo in the U.S. and to establish one or more partnerships for commercialization of SecreFlo outside the U.S.

Segment and Geographic Areas

We have one reportable segment. Segment and geographical information is contained in Note 2, the notes to our consolidated financial statements.

Significant Customers and Geographic Reporting

Customers for our bioprocessing products include major life science companies, diagnostics companies, biopharmaceutical companies and laboratory researchers. For the nine-month fiscal year ended December 31, 2011 and the nine-month period ended December 31, 2010, as well as the fiscal years ended March 31, 2011 and 2010, total revenues from sales to customers in the United States were approximately 48%, 48%, 50% and 57%, respectively. During the same periods, total revenues generated though sales to customers in Sweden were 44%, 45%, 42%, and 36%, respectively. For the nine-month fiscal year ended December 31, 2011 and the nine-month period ended December 31, 2010, as well as the fiscal years ended March 31, 2011 and 2010, royalty revenue from Bristol represented 37%, 37%, 38%, and 43% of total revenues, respectively. Our largest bioprocessing customer accounted for 44%, 45%, 42%, and 36% of total revenues in the nine-month fiscal year ended December 31, 2011 and the nine-month period ended December 31, 2010 as well as the fiscal years ended March 31, 2011 and 2010, respectively.

Employees

As of February 14, 2012, we had 137 employees. Of those employees, 97 were engaged in research, development and manufacturing and 40 were in administrative and marketing functions. Each of our employees has signed a confidentiality agreement. None of our U.S. employees are covered by collective bargaining agreements. We have one collective bargaining agreement that covers our 69 employees in Sweden, comprising 50% of our total workforce. The current collective bargaining agreement expires on March 31, 2013. The Company considers its employee relations to be satisfactory.

Patents, Licenses and Proprietary Rights

Repligen considers patents to be an important element in the protection of our competitive and proprietary position and actively, but selectively, pursues patent protection in the United States and in major countries abroad. As further described below, Repligen owns or has exclusive rights to a number of U.S. patents and U.S. pending patent applications as well as corresponding foreign patents and patent applications. The expiration of key patents owned or licensed by us or the failure of patents to issue on pending patent applications could create increased competition, with potential adverse effects on our business prospects.

Other forms of market protection, including trade secrets, orphan drug status and know-how, are also considered important elements of our proprietary strategy. With regard to protection of trade secrets and know-how, our policy is to require each of our employees, consultants, business partners and major customers to execute confidentiality agreements upon the commencement of an employment, consulting, business relationship, or product related audit with us. These agreements provide that all confidential information developed or made known to the other party during the course of the relationship with us is to be kept confidential and not disclosed to third parties except in specific circumstances. In the case of employees and consultants, the agreements generally provide that all inventions conceived by the individual in the course of rendering services to Repligen shall be our exclusive property.

CTLA4-Ig

The ‘941 patent, covering the use of CTLA4-Ig to treat specific autoimmune disorders including rheumatoid arthritis and multiple sclerosis was issued in February 2004. The patent is assigned to the University of Michigan and the U.S. Navy and is exclusively licensed to Repligen. In April 2008, Repligen granted Bristol an exclusive sublicense to this patent, pursuant to which Bristol pays us royalties on its U.S. net sales of its rheumatoid arthritis drug, Orencia ^® through December 31, 2013.

Protein A

We have developed proprietary technology, trade secrets, and know-how relating to the manufacture of recombinant Protein A at a scale and quality standard which is consistent with the requirements of the biopharmaceutical industry. In April 2010, we were granted U.S. Patent No. 7,691,608 B2, “Nucleic Acids Encoding Recombinant Protein A,” which claims a recombinant gene that encodes a Protein A molecule with an amino acid sequence identical to that of the natural Protein A molecule, which has long been commercialized for bioprocessing applications. This U.S. patent, with the term extension that was granted, will remain in effect until 2028. Foreign equivalents of this patent are being prosecuted outside of the United States.

Spinal Muscular Atrophy

In 2009, Repligen entered into an exclusive license agreement with a non-profit organization, FSMA, for worldwide rights to patent applications related to compositions and methods for the treatment of spinal muscular atrophy. FSMA had funded the development of these compounds and identified a novel enzyme target (“DcpS”) that these compounds inhibit. In 2011, we were granted U.S. Patent Nos. 7,888,366 and 7,985,755, both entitled “2,4 Diaminoquinazolines for Spinal Muscular Atrophy,” with allowed composition claims that cover both the genus and the species of the chemical structures of the lead clinical candidates. Repligen is prosecuting equivalent patent applications abroad.

Histone Deacetylase Inhibitors

Repligen has entered into an exclusive license agreement with The Scripps Research Institute for worldwide rights to a patent application claiming compounds and methods for treating Friedreich’s ataxia with inhibitors of histone deacetylase. We have extended this original work and filed additional patent applications which claim both methods and compositions for treating Friedreich’s ataxia. These patent applications are currently being prosecuted in the United States and abroad.

OPUS

Repligen has recently filed a provisional patent application with the U.S. Patent and Trademark Office which covers certain unique features of our OPUS pre-packed columns. Pending claims that relate to these unique features cover the ease and flexibility of column packing, bed height and cleaning that is improved over existing column designs.

Competition

Our bioprocessing products compete on the basis of quality, performance, cost effectiveness, and application suitability with numerous established technologies. Additional products using new technologies that may be competitive with our products may also be introduced. Many of the companies selling or developing competitive products have financial, manufacturing and distribution resources significantly greater than ours.

The field of drug development is characterized by rapid technological change. New developments are expected to continue at a rapid pace in both industry and academia. There are many companies, both public and private, including large pharmaceutical companies, chemical companies and specialized biotechnology companies, engaged in developing products competitive with products that we have under development. Many of these companies have greater capital, human resources, research and development, manufacturing and marketing experience than we do. They may succeed in developing products that are more effective or less costly than any that we may develop. These competitors may also prove to be more successful than we are in production and marketing. In addition, academic, government and industry-based research groups compete intensely with us in recruiting qualified research personnel, in submitting patent filings for protection of intellectual property rights and in establishing corporate strategic alliances. We cannot be certain that research, discoveries and commercial developments by others will not render any of our programs or potential products noncompetitive.

Manufacturing

Bioprocessing Products

Repligen is a leading supplier of a number of bioprocessing products including multiple products based on Protein A, a line of pre-packed chromatography columns and growth factors used in fermentation. Bioprocessing products are used in the production of biologics which include a wide range of protein-based drugs such as recombinant therapeutic proteins, monoclonal antibodies and vaccines. Demand for our bioprocessing products has grown in concert with the expanding markets for biologics, particularly monoclonal antibodies. There are more than 50 approved monoclonal antibody products and 200 candidates currently in clinical development, most of which are manufactured using Protein A.

For more than 10 years, Repligen has been a well-respected global supplier of Protein A, a key consumable used in the purification of monoclonal antibody pharmaceuticals. The Company manufactures all five forms of commercial scale Protein A including “native” Protein A which is used in the production of many of the early blockbuster monoclonal antibody drugs. The Company manufactures Protein A for major life science companies including GE Healthcare, EMD Millipore, and Life Technologies under long term supply agreements which extend to 2015-2021. Our customers incorporate various forms of Protein A products into their proprietary chromatography media that they sell directly to the biopharmaceutical industry.

We manufacture four cell culture growth factor products which are used primarily to supplement mammalian cell culture. LONG ^® R3 IGF-I is a growth factor that is more biologically potent than either insulin or native IGF-1 and has been shown to significantly increase recombinant protein production in cell culture applications. In addition, we manufacture long epidermal growth factor (LONG ^® EGF), transforming growth factor alpha (LONG ^® TGF-a) supplements for serum-free or low serum culture in cell based therapy application as well as recombinant transferrin (rTransferrin) which has been developed as an iron supplement for cell culture.

In January 2010, we acquired patented technology from BioFlash Partners, LLC (“BioFlash”) that enables reliable production of pre-packed chromatography columns in a format that is ready for use in manufacturing. OPUS columns have the potential to improve manufacturing efficiencies by reducing time for column packing, set-up and cleaning. Based on specific customer feedback and rising market demand for disposable biomanufacturing technologies, we have reengineered and expanded our OPUS product line to include larger scale columns. The current line of OPUS columns is suitable for the production of a broad range of clinical trial material and niche commercial products such as orphan biologics.

We purchase raw materials from more than one commercially established company and believe that the necessary raw materials are currently commercially available in sufficient quantities necessary to meet market demand. We utilize our own facilities in Waltham and Sweden as well as third party contract manufacturing organizations to carry out certain fermentation and recovery operations, while the purification, immobilization, packaging and quality control testing of our bioprocessing products are conducted at our facilities. Our U.S. facility, located Waltham, Massachusetts is ISO 9001 certified and maintains a formal quality system to maintain process control, traceability, and product conformance. Our Sweden facility, located in Lund, is cGMP certified for cell bank manufacturing. We practice continuous improvement initiatives based on routine internal audits as well as external feedback and audits performed by our partners and customers. In addition, we maintain a business continuity management system which focuses on key areas such as contingency planning, security stocks and off-site storage of raw materials and finished goods to ensure continuous supply of our products.

Therapeutic Product Candidates

We currently rely, and expect to continue to rely, upon contract manufacturers for both the procurement of raw materials and the production of our product candidates for use in our clinical trials. Our product candidates will need to be manufactured in a facility and by processes that comply with the FDA’s current good manufacturing practices and other similar regulations. It may take a substantial period of time to begin manufacturing our products in compliance with such regulations. If we are unable to establish and maintain

relationships with third parties for manufacturing sufficient quantities of our product candidates and their components that meet our planned time and cost parameters, the development and timing of our clinical trials may be adversely affected.

Shareholder Rights Plan

In March 2003, the Company adopted a Shareholder Rights Agreement (the “Rights Agreement”). Under the Rights Agreement, the Company distributed certain rights to acquire shares of the Company’s Series A junior participating preferred stock (the “Rights”) as a dividend for each share of common stock held of record as of March 17, 2003. Each share of common stock issued after the March 17, 2003 record date had an attached Right. Under certain conditions involving an acquisition by any person or group of 15% or more of the common stock (20% in the case of a certain stockholder) (“the 15% holder”), each Right permitted the holder (other than the 15% holder) to purchase common stock having a value equal to twice the exercise price of the Right, upon payment of the exercise price of the Right. In addition, in the event of certain business combinations after an acquisition by a person or group of 15% or more of the common stock (20% in the case of a certain stockholder), each Right entitled the holder (other than the 15% holder) to receive, upon payment of the exercise price, common stock having a value equal to twice the exercise price of the Right. The Rights had no voting privileges and, unless and until they became exercisable, were attached to, and automatically traded with, the Company’s common stock. The Rights original termination date was upon the earlier of the date of their redemption or March 2013. On September 8, 2011, the Company amended the Rights Agreement to accelerate the expiration date to September 8, 2011, effectively terminating the Rights Agreement on September 8, 2011.

Government Regulation

The development of drug candidates is subject to regulation in the United States by the FDA and abroad by foreign equivalents. Product development and approval within the FDA regulatory framework usually takes a significant number of years and involves the expenditure of substantial capital resources. Timelines for development are uncertain.

Before clinical testing in the United States of any drug candidate may begin, FDA requirements for preclinical efficacy and safety must be completed. Required toxicity testing typically involves characterization of the drug candidate in several animal species. Safety and efficacy data are submitted to the FDA as part of an IND and are reviewed by the FDA prior to the commencement of human clinical trials.

Clinical trials involve the administration of the drug to human volunteers or patients under the supervision of a qualified investigator, usually a physician, with an FDA-approved protocol. Human clinical trials are typically conducted in three sequential phases:

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Phase 1 clinical trials represent the initial administration of the investigational drug to a small group of human subjects to test for safety (pharmacovigilance), dose tolerability, absorption, biodistribution, metabolism, excretion and clinical pharmacology and, if possible, to gain early evidence regarding efficacy and potential biomarkers.

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Phase 2 clinical trials typically involve a small sample of the actual intended patient population and seek to assess the efficacy of the drug for specific targeted indications, to determine dose tolerance and the optimal dose range, and to gather additional information relating to safety and potential adverse effects.

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Once an investigational drug is found to have some efficacy and an acceptable safety profile in the targeted patient population, Phase 3 clinical trials are initiated to establish further clinical safety and efficacy of the investigational drug in a broader sample of the general patient population at multiple study sites in order to determine the overall risk-benefit ratio of the drug and to provide an adequate basis for product approval. The Phase 3 clinical development program consists of expanded, large-scale studies of patients with the target disease or disorder to obtain definitive statistical evidence of the efficacy and safety of the proposed product.

All data obtained from a comprehensive development program are submitted in an NDA to the FDA and the corresponding agencies in other countries for review and approval. The NDA includes information pertaining to clinical studies and the manufacture of the new drug. Review of an NDA by the FDA can be a time-consuming process, and the FDA may request that we submit additional data or carry out additional studies.

Available Information

We maintain a website with the address www.repligen.com. We are not including the information contained on our website as a part of, or incorporating it by reference into, this Transition Report on Form 10-K. We make available free of charge through our website our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and amendments to these reports, as soon as reasonably practicable after we electronically file such materials with, or furnish such materials to, the Securities and Exchange Commission. Our Code of Business Conduct and Ethics is also available free of charge through our website.

In addition, the public may read and copy any materials that we file with the Securities and Exchange Commission at the Securities and Exchange Commission’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. Also, our filings with the Securities and Exchange Commission may be accessed through the Securities and Exchange Commission’s Electronic Data Gathering, Analysis and Retrieval (EDGAR) system at www.sec.gov.

Item 1A.

RISK FACTORS

Investors should carefully consider the risk factors described below before making an investment decision.

If any of the events described in the following risk factors occur, our business, financial condition or results of operations could be materially harmed. In that case the trading price of our common stock could decline, and investors may lose all or part of their investment. Additional risks and uncertainties that we are unaware of or that we currently deem immaterial may also become important factors that affect Repligen.

This Transition Report on Form 10-K contains forward looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward looking statements as a result of certain factors, including the risks faced by us described below and elsewhere in this Transition Report on Form 10-K.

We may fail to realize benefits estimated from the Novozymes Acquisition.

The success of our acquisition of the Novozymes Biopharma Business will depend, in part, on our ability to realize the anticipated synergies, business opportunities and growth prospects from combining our business with that of the Novozymes Biopharma Business. We may never realize these anticipated synergies, business opportunities and growth prospects. Integrating operations will be complex and will require significant efforts and expenditures. Assumptions underlying estimated benefits may be inaccurate and general industry and business conditions might deteriorate. Our management might have its attention diverted while trying to integrate operations and corporate and administrative infrastructures from the Novozymes Denmark architecture into the correlative Repligen systems. If any of these factors limit our ability to integrate our operations with those of the Novozymes Biopharma Business successfully or on a timely basis, the expectations of future results of operations, including synergies and other benefits expected to result from the Novozymes Acquisition, might not be met.

We incurred, and will continue to incur, significant transaction, integration and other costs in connection with the Novozymes Acquisition and these costs may exceed the realized benefits, if any, of the synergies and efficiencies from the acquisition.

We have already incurred significant transaction costs related to the Novozymes Acquisition. In addition, we are incurring integration costs as we integrate the Novozymes Biopharma Business with our own. Financial, managerial and operational challenges of the Novozymes Acquisition may include:

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challenges associated with managing the larger, more complex, combined business;

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disruption of our ongoing businesses and diversion of management attention;

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difficulties in systems integration, particularly information technology and finance systems, and conforming standards, controls, procedures and policies, business cultures and compensation structures between the entities;

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difficulties in integrating the Novozymes Biopharma Business’ products and technologies;

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disruptions in relationships with customers and suppliers;

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coordinating geographically dispersed organizations;

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risks associated with acquiring intellectual property;

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difficulties in operating the Novozymes Biopharma Business profitably;

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the inability to achieve anticipated synergies, cost savings or growth;

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potential loss of key employees;

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unanticipated costs; and

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potential disputes with Novozymes Denmark.

No assurances can be given that the expected synergies and other benefits of the Novozymes Acquisition will exceed the transaction and integration costs and the costs associated with these potential financial, managerial and operational challenges, or that expected synergies and other benefits will be achieved in the near term or at all.

If intangible assets that we record in connection with the Novozymes Acquisition become impaired, we could have to take significant charges against earnings.

In connection with the accounting for the Novozymes Acquisition, we have recorded a significant amount of intangible assets, including developed technology and customer relationships. Under U.S. GAAP, we must assess, at least annually and potentially more frequently, whether the value of indefinite-lived intangible assets has been impaired. Intangible assets will be assessed for impairment in the event of an impairment indicator. Any reduction or impairment of the value of intangible assets will result in a charge against earnings, which could materially adversely affect our results of operations and shareholders’ equity in future periods.

Our exposure to political, economic and other risks that arise from operating a multinational business has increased dramatically since the consummation of the Novozymes Acquisition.

Our operations and future sales outside of the United States have and will increase dramatically as a result of the Novozymes Acquisition. Risks related to these increased foreign operations include:

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changes in general economic and political conditions in countries where we operate, particularly as a result of recent instability within the European Union;

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being subject to longer payment cycles from customers and experiencing greater difficulties in timely accounts receivable collections;

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being subject to complex and restrictive employment and labor laws and regulations, as well as union and works council restrictions;

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fluctuations in foreign currency exchange rates;

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changes in tax laws or rulings could have an adverse impact on our effective tax rate; and

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required compliance with a variety of foreign laws and regulations.

Our business success depends in part on our ability to anticipate and effectively manage these and other risks to which our exposure has increased following the Novozymes Acquisition. We cannot assure you that these and other related factors will not materially adversely affect our international operations or business as a whole since the consummation of the Novozymes Acquisition.

We may be unable to manage efficiently having become a larger and more geographically diverse organization since the consummation of the Novozymes Acquisition.

Upon acquiring the Novozymes Biopharma Business, we now face challenges inherent in efficiently managing an increased number of employees over large geographic distances, including the need to implement appropriate systems, policies, benefits and compliance programs. Our inability to manage successfully the geographically more diverse (including from a cultural perspective) and substantially larger combined organization could material adversely affect our operating results and, as a result, the market price of our common stock.

The environmental risks of our business have increased dramatically upon the consummation of the Novozymes Acquisition.

Our manufacturing business involves the controlled use of hazardous materials and chemicals and is therefore subject to numerous environmental and safety laws and regulations and to periodic inspections for possible violations of these laws and regulations. The Novozymes Biopharma Business involves the use of

similar hazardous materials as well as Staphylococcus aureus and toxins produced by Staphylococcus aureus. Staphylococcus aureus and the toxins it produces, particularly enterotoxins, can cause severe illness in humans. The costs of compliance with environmental and safety laws and regulations are significant and increased materially following the Novozymes Acquisition. Any violations, even if inadvertent or accidental, of current or future environmental, safety laws or regulations and the cost of compliance with any resulting order or fine could adversely affect our operations.

Pursuing and completing potential acquisitions, in addition to the consummation of the Novozymes Acquisition, could divert management attention and financial resources and may not produce the desired business results.

While we currently do not have commitments or agreements with respect to any acquisitions, as part of our growth strategy, we may make selected acquisitions of complementary businesses, in addition to the Novozymes Acquisition. If we pursue any acquisition, our management, in addition to their operational responsibilities, could spend a significant amount of time and management and financial resources to pursue and integrate any acquired business with our existing business. To fund the purchase price of an acquisition, we might use capital stock, cash or a combination of both. Alternatively, we may borrow money from a bank or other lender. If we use capital stock, our stockholders will experience dilution. If we use cash, our financial liquidity may be reduced. If we take on debt, it may involve agreements that include covenants limiting or restricting our ability to take specific actions such as incurring additional debt, making capital expenditures or declaring dividends. If we raise additional funds through collaboration, strategic alliance and licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies or product candidates, or grant licenses on terms that are not favorable to us. In addition, from an accounting perspective, an acquisition may involve amortization of significant amounts of other intangible assets that could adversely affect our ability to maintain profitability.

Despite the investment of these management and financial resources, an acquisition may not produce the revenue, earnings or business synergies that we anticipated or may produce such synergies less rapidly than anticipated for a variety of reasons, including:

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difficulties in the assimilation of the operations, operational systems deployments, technologies, services, products and personnel of the acquired company;

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failure of acquired technologies and services to perform as expected;

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risks of entering markets in which we have no, or limited, prior experience;

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effects of any undisclosed or potential legal or tax liabilities of the acquired company;

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compliance with additional laws, rules or regulations that we may become subject to as a result of an acquisition that might restrict our ability to operate; and

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the loss of key employees of the acquired company.

We may not be able to successfully address these problems. Our future operating results may depend to a significant degree on our ability to successfully integrate acquisitions and manage operations while controlling expenses and cash outflows.

We face competition from numerous competitors, most of whom have far greater resources than we have, which may make it more difficult for us to achieve significant market penetration.

The bioprocessing and diagnostic market is intensely competitive, subject to rapid change and significantly affected by new product introductions, including biosimilars, and other market activities of industry participants.

Many of our competitors are large, well-capitalized companies with significantly more market share and resources than we have. As a consequence, they are able to spend more aggressively on product development, marketing, sales and other product initiatives than we can. Many of these competitors have:

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significantly greater name recognition;

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established relations with healthcare professionals, customers and third-party payors;

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larger and more established distribution networks;

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additional lines of products and the ability to offer rebates or bundle products to offer higher discounts or other incentives to gain a competitive advantage;

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greater experience in conducting research and development, manufacturing, clinical trials, marketing and obtaining regulatory approval; and

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greater financial and human resources for product development, sales and marketing and patent litigation.

Our current competitors or other companies may at any time develop additional products that compete with our products. If an existing or future competitor develops products that compete with or are superior to our products, our revenue may decline. In addition, some of our competitors may compete by changing their pricing model or by lowering the price of their products. If these competitors’ products were to gain acceptance with healthcare professionals, a downward pressure on prices could result. If prices were to fall, we may not improve our gross margins or sales growth sufficiently to achieve profitability.

We depend on, and expect to continue to depend on, a limited number of customers for a high percentage of our revenues.

As a result, the loss of, or a significant reduction in orders from, any of these customers would significantly reduce our revenues and harm our results of operations. If a large customer purchases fewer of our products, defers orders or fails to place additional orders with us, our revenue could decline, and our operating results may not meet market expectations. In addition, if those customers order our products, but fail to pay on time or at all, our liquidity and operating results could be materially and adversely affected.

Royalty revenue from Bristol-Myers Squibb Company for sales of Orencia ^® could fail to materialize.

Our royalty agreement with Bristol provides for us to receive payments from Bristol based on their net sales of their Orencia ^® product in the United States through December 31, 2013. We have no control over Bristol’s sales and marketing practices for Orencia ^® , and Bristol has no obligation to use commercially reasonable efforts to sell Orencia ^® . Bristol’s sales could be significantly impacted by regulatory and market influences beyond our control, resulting in low or even no royalty revenue for us.

We are dependent on others to develop, conduct clinical trials for, manufacture, market and sell our diagnostic and therapeutic products.

We conduct some of our diagnostic and therapeutic development and manufacturing activities through collaborations. These collaborations include academic medical centers, contracts with vendors and partnerships with major life science companies. Our collaborations are heavily dependent on the efforts and activities of our partners. Our existing and any future collaborations may not be technically or commercially successful. For example, if any of our collaborative partners were to breach or terminate an agreement with us, reduce its funding or otherwise fail to conduct the collaboration successfully, we may need to devote additional internal resources to the diagnostic or therapeutic program that is the subject of the collaboration, scale back or terminate the program or seek an alternative partner, any of which could lead to delays in the development, manufacturing or commercialization of our diagnostic and therapeutic products.

We have limited sales and marketing experience and capabilities.

We are currently preparing to launch commercial sales of SecreFlo, if it is approved by the FDA. We have limited sales, marketing and distribution experience and capabilities and have never launched a commercial therapeutic product. We may, in some instances, rely significantly on sales, marketing and distribution arrangements with our collaborative partners and other third parties. In these instances, our future revenues will be materially dependent upon the success of the efforts of these third parties.

If in the future we determine to perform sales, marketing and distribution functions ourselves, including the commercial launch of SecreFlo, we would face a number of additional risks, including:

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we may not be able to attract and build a significant marketing staff or sales force;

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the cost of establishing a marketing staff or sales force may not be justifiable in light of any product revenues; and

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our direct sales and marketing efforts may not be successful.

Our clinical trials may not be successful and we may not be able to develop and commercialize related products.

In order to obtain regulatory approvals for the commercial sale of our future therapeutic products, we and our collaborative partners will be required to complete extensive clinical trials in humans to demonstrate the safety and efficacy of the products. We have limited experience in conducting clinical trials.

The submission of an IND application may not result in FDA authorization to commence clinical trials. If clinical trials begin, we or our collaborative partners may not complete testing successfully within any specific time period, if at all, with respect to any of our products. Furthermore, we, our collaborative partners, or the FDA, may suspend clinical trials at any time on various grounds, including a finding that the subjects or patients are being exposed to unacceptable health risks. Clinical trials, if completed, may not show any potential product to be safe or effective. Thus, the FDA and other regulatory authorities may not approve any of our potential products for any indication.

The rate of completion of clinical trials is dependent in part upon the rate of enrollment of patients. Patient enrollment is a function of many factors, including the size of the patient population, the proximity of patients to clinical sites, the eligibility criteria for the study, and the existence of competitive clinical trials. Delays in planned patient enrollment may result in increased costs and delays in completion of clinical trials.

We may not obtain regulatory approvals; the approval process is costly and lengthy.

We must obtain regulatory approval for our ongoing development activities and before marketing or selling any of our future therapeutic products. We may not receive regulatory approvals to conduct clinical trials of our products or to manufacture or market our products. In addition, regulatory agencies may not grant such approvals on a timely basis or may revoke previously granted approvals.

The process of obtaining FDA and other required regulatory approvals, such as the approval we are seeking with our NDA submission for SecreFlo, is lengthy and may be expensive. The time required for FDA and other clearances or approvals is uncertain and typically takes a number of years, depending on the complexity and novelty of the product. Our SecreFlo NDA submission to the FDA and MAA submission to the EMA are based on a re-read of our single Phase 3 trial data. The FDA or the EMA may not deem this to be sufficient for approval. Our analysis of data obtained from preclinical and clinical activities is subject to confirmation and interpretation by regulatory authorities, which could delay, limit or prevent regulatory approval. Any delay in obtaining or failure to obtain required clearance or approvals could materially adversely affect our ability to generate revenues from the affected product. We have only limited experience in filing and prosecuting applications necessary to gain regulatory approvals.

We are also subject to numerous foreign regulatory requirements governing the design and conduct of the clinical trials and the manufacturing and marketing of our future products. The approval procedure varies among countries. The time required to obtain foreign approvals often differs from that required to obtain FDA approvals. Moreover, approval by the FDA does not ensure approval by regulatory authorities in other countries (or vice versa).

All of the foregoing regulatory risks also are applicable to development, manufacturing and marketing undertaken by our collaborative partners or other third parties.

Even if we obtain marketing approval, our diagnostic and therapeutic products will be subject to ongoing regulatory review, which may be expensive and may affect our ability to successfully commercialize our products.

Even if we or our collaborative partners receive regulatory approval of a product, such approval may be subject to limitations on the indicated uses for which the product may be marketed, which may limit the size of the market for the product or contain requirements for costly post-marketing follow-up studies. The manufacturers of our products for which we or our collaborative partners have obtained marketing approval will be subject to continued review and periodic inspections by the FDA and other regulatory authorities. The subsequent discovery of previously unknown problems with the product, clinical trial subjects, or with a manufacturer or facility may result in restrictions on the product or manufacturer, including withdrawal of the product from the market.

If we or our collaborative partners fail to comply with applicable regulatory requirements, we may be subject to fines, suspension or withdrawal of regulatory approvals, product recalls, seizure of products, operating restrictions, and criminal prosecution.

If we are unable to obtain, maintain and enforce patents or regulatory exclusivity (orphan drug or new chemical entity exclusivity) for our products, we may not be able to succeed commercially.

We endeavor to obtain and maintain patent and trade secret protection for our products and processes when available in order to protect them from unauthorized use and to produce a financial return consistent with the significant time and expense required to bring our products to market. Our success will depend, in part, on our ability to:

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obtain and maintain patent protection for our products and manufacturing processes;

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preserve our trade secrets;

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operate without infringing the proprietary rights of third parties; and

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secure licenses from others on acceptable terms.

We cannot be sure that any patent applications relating to our products that we will file in the future or that any currently pending applications will issue on a timely basis, if ever. Since patent applications in the United States filed prior to November 2000 are maintained in secrecy until patents issue and since publication of discoveries in the scientific or patent literature often lag behind actual discoveries, we cannot be certain that we were the first to make the inventions covered by each of our pending patent applications or that we were the first to file patent applications for such inventions. Even if patents are issued, the degree of protection afforded by such patents will depend upon the:

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scope of the patent claims;

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validity and enforceability of the claims obtained in such patents; and

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our willingness and financial ability to enforce and/or defend them.

The patent position of biotechnology and pharmaceutical firms is often highly uncertain and usually involves complex legal and scientific questions. Moreover, no consistent policy has emerged in the United States or in many other countries regarding the breadth of claims allowed in biotechnology patents. Patents which may be granted to us in certain foreign countries may be subject to opposition proceedings brought by third parties or result in suits by us, which may be costly and result in adverse consequences for us.

In some cases, litigation or other proceedings may be necessary to assert claims of infringement, to enforce patents issued to us or our licensors, to protect trade secrets, know-how or other intellectual property rights we own or to determine the scope and validity of the proprietary rights of third parties. Such litigation could result in substantial cost to us and diversion of our resources. An adverse outcome in any such litigation or proceeding could have a material adverse effect on our business, financial condition and results of operations.

If our competitors prepare and file patent applications in the United States that claim technology also claimed by us, we may be required to participate in interference proceedings declared by the U.S. Patent and Trademark Office to determine priority of invention, which would result in substantial costs to us.

Since some of our U.S. patents covering recombinant Protein A have expired, we may face increased competition, which could harm our results of operations, financial condition, cash flow and future prospects.

Other companies could begin manufacturing and selling recombinant Protein A in the U.S. and may directly compete with us on certain Protein A products. This may induce us to sell Protein A at lower prices and may erode our market share which could adversely affect our results of operations, financial condition, cash flow and future prospects.

Our freedom to develop our product candidates may be challenged by others, and we may have to engage in litigation to determine the scope and validity of competitors’ patents and proprietary rights, which, if we do not prevail, could harm our business, results of operations, financial condition, cash flow and future prospects.

There has been substantial litigation and other proceedings regarding the complex patent and other intellectual property rights in the pharmaceutical and biotechnology industries. We have been a party to, and in the future may become a party to, patent litigation or other proceedings regarding intellectual property rights.

Other types of situations in which we may become involved in patent litigation or other intellectual property proceedings include:

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We may initiate litigation or other proceedings against third parties to seek to invalidate the patents held by such third parties or to obtain a judgment that our products or services do not infringe such third parties’ patents.

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We may initiate litigation or other proceedings against third parties to seek to enforce our patents against infringement.

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If our competitors file patent applications that claim technology also claimed by us, we may participate in interference or opposition proceedings to determine the priority of invention.

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If third parties initiate litigation claiming that our processes or products infringe their patent or other intellectual property rights, we will need to defend against such claims.

The cost to us of any patent litigation or other proceeding, even if resolved in our favor, could be substantial. Some of our competitors may be able to sustain the cost of such litigation or proceedings more effectively than we can because of their substantially greater financial resources. If a patent litigation or other intellectual property proceeding is resolved in a way that is unfavorable to us, we or our collaborative partners may be enjoined from manufacturing or selling our products and services without a license from the other party and be held liable for significant damages. The failure to obtain any required license on commercially acceptable terms or at all may harm our business, results of operations, financial condition, cash flow and future prospects.

Uncertainties resulting from the initiation and continuation of patent litigation or other proceedings could have a material adverse effect on our ability to compete in the marketplace. Patent litigation and other proceedings may also absorb significant management time, attention and resources.

We may become involved in litigation or other proceedings with collaborative partners, which may be time consuming, costly and could result in delays in our development and commercialization efforts.

We conduct some of our development activities, and conduct most of our commercialization activities, through arrangements with third parties. Any disputes with such partners that lead to litigation or similar proceedings may result in us incurring legal expenses, as well as facing potential legal liability. Such disputes, litigation or other proceedings are also time consuming and may cause delays in our development and commercialization efforts.

We have limited pharmaceutical manufacturing capabilities and are and will continue to be dependent on third party manufacturers.

We have limited pharmaceutical manufacturing experience and no commercial or pilot scale manufacturing facilities for the production of pharmaceuticals. In order to continue to develop pharmaceutical products, apply for regulatory approvals and, ultimately, commercialize any products, we may need to develop, contract for, or otherwise arrange for the necessary manufacturing capabilities.

We currently rely upon third parties to produce material for preclinical and clinical testing purposes and expect to continue to do so in the future. We also expect to rely upon third parties, including our collaborative partners, to produce materials required for the commercial production of certain of our products if we succeed in obtaining the necessary regulatory approvals. We believe that there is no proprietary aspect to the manufacture of our product candidates. However, there are only a limited number of manufacturers that operate under the FDA’s regulations for good manufacturing practices and are capable of and/or are approved to manufacture our product candidates. Timing for the initiation of new manufacturers is uncertain, and, if we are unable to arrange for third party manufacturing of our product candidates on a timely basis, or to do so on commercially reasonable terms, we may not be able to complete development of our product candidates or market them, if they are approved.

The manufacture of products by us and our collaborative partners and suppliers is subject to regulation by the FDA and comparable agencies in foreign countries. Delay in complying or failure to comply with such manufacturing requirements could materially adversely affect the marketing of our products.

If approved, we may not be able to manufacture an adequate supply of SecreFlo for successful commercialization.

We have limited pharmaceutical manufacturing experience and no commercial or pilot scale manufacturing facilities for the production of pharmaceuticals. We will need to develop, contract for, or otherwise arrange for the necessary manufacturing capabilities for SecreFlo, if approved. There are a limited number of manufacturers that operate under the FDA’s regulations for good manufacturing practices and are capable of and/or are approved to manufacture our product candidates, including SecreFlo and there is no guarantee that we will be able to contract with a supplier who will be qualified to manufacture the product to our specifications or such manufacturers will have the manufacturing capacity to meeting anticipated demand for SecreFlo. We cannot assure you that we will be able to contract with any future manufacturer on acceptable terms or that any such supplier will not require capital investment from us in order for them to meet our requirements.

Additionally, changes in the manufacturing process or procedure, including a change in the location where the product is manufactured or a change of a third party manufacturer, may require prior FDA review and approval of the manufacturing process and procedures in accordance with the FDA’s current good manufacturing practices. Any new facility is subject to a pre-approval inspection by the FDA and would again require us to demonstrate product comparability to the FDA. There are comparable foreign requirements. This review may be costly and time consuming and could delay or prevent the launch of a product.

If we are unable to continue to hire and retain skilled personnel, then we will have trouble developing and marketing our products.

Our success depends largely upon the continued service of our management and scientific staff and our ability to attract, retain and motivate highly skilled technical, scientific, management, regulatory, clinical and marketing personnel. Potential employees with an expertise in the field of molecular biology, biochemistry, regulatory affairs and/or clinical development of new drug and biopharmaceutical manufacturing are not generally available in the market and are difficult to attract and retain. We also face significant competition for such personnel from other companies, research and academic institutions, government and other organizations who have superior funding and resources to be able to attract such personnel. The loss of key personnel or our inability to hire and retain personnel who have technical, scientific or regulatory compliance backgrounds could materially adversely affect our product development efforts and our business.

The market may not be receptive to our diagnostic, therapeutic or bioprocessing products upon their introduction.

The commercial success of our diagnostic and therapeutic products will depend upon their acceptance by the medical community and third party payors as being clinically useful, cost effective and safe. The commercial success of certain bioprocessing products, including some products acquired in the Novozymes Acquisition and our OPUS products, will depend upon acceptance by the life science and biopharmaceutical industries. All of the products that we are developing are based upon new technologies or therapeutic approaches. As a result, it is hard to predict market acceptance of our products or changes in third party payor reimbursement practices in the U.S. and abroad.

Other factors that we believe will materially affect market acceptance of our products include:

Diagnostics and therapeutic products:

•

the timing of receipt of marketing approvals and the countries in which such approvals are obtained;

•

the safety, efficacy and ease of administration of our products;

•

the success of physician education programs;

•

the availability of government and third party payor reimbursement of our products;

•

additional data requests from third party payors to support cost effectiveness before reimbursement of our products;

•

competition from products which may offer better safety, efficacy or lower cost;

Bioprocessing products:

•

the integration of certain bioprocessing products acquired from Novozymes into the Company’s bioprocessing product line; and

•

the timing of introductions of products that compete with our chromatography products including our OPUS pre-packed columns.

Healthcare reform measures could adversely affect our business.

The efforts of governmental and third-party payors to contain or reduce the costs of health care may adversely affect the business and financial condition of pharmaceutical and biotechnology companies, including us. Specifically, in both the United States and some foreign jurisdictions, there have been a number of legislative and regulatory proposals to change the health care system in ways that could affect our ability to sell our products profitably. The U.S. Congress passed the America Affordable Health Choices Act of 2009 and is considering a number of proposals that are intended to reduce or limit the growth of health care costs and which could significantly transform the market for pharmaceuticals products. We expect further federal and state proposals and health care reforms to continue to be proposed by legislators, which could limit the prices that can be charged for the products we develop and may limit our commercial opportunity. In the United States, the Medicare Prescription Drug, Improvement, and Modernization Act of 2003, also called the Medicare Modernization Act (the “MMA”) changed the way Medicare covers and pays for pharmaceutical products. These cost reduction initiatives and other provisions of this legislation could decrease the coverage and price that we receive for any approved products and could seriously harm our business. While the MMA applies only to drug benefits for Medicare beneficiaries, private payors often follow Medicare coverage policy and payment limitations in setting their own reimbursement rates, and any reduction in reimbursement that results from the MMA may result in a similar reduction in payments from private payors. The continuing efforts of government and other third-party payors to contain or reduce the costs of health care through various means may limit our commercial opportunity. In addition, the pendency or approval of such proposals could result in a decrease in the price of Repligen’s common stock or limit our ability to raise capital or to enter into collaborations or license rights to our products.

We compete with life science, pharmaceutical and biotechnology companies who are capable of developing new approaches that could make our products and technology obsolete.

The market for therapeutic and commercial products is intensely competitive, rapidly evolving and subject to rapid technological change. Life science, pharmaceutical and biotechnology companies may have substantially greater financial, manufacturing, marketing, and research and development resources than we have. New approaches by these competitors may make our products and technologies obsolete or noncompetitive.

We have incurred substantial losses, we may continue to incur operating losses and we will not be successful until we reverse this trend.

Although the Company had significant net income in fiscal years 2009 and 2008 as a result of the ImClone and Bristol settlements, we have historically incurred operating losses since our founding in 1981. We incurred losses in the nine-month fiscal year ended December 31, 2011 and the fiscal years ended March 31, 2011 and 2010, and we may incur operating losses in the future.

While we generate revenue from bioprocessing product sales and began receiving royalty payments in fiscal year 2009 from Bristol for the net sales of their Orencia ^® product in the United States, this revenue may not be sufficient to cover the costs of our clinical trials, drug development programs or the expansion of our bioprocessing business. We plan to continue to invest in key research and development activities and the expansion of our bioprocessing business. As a result, we will need to generate significant revenues in order to achieve profitability. We cannot be certain whether or when this will occur because of the significant uncertainties that affect our business.

We may need to obtain additional capital resources for our drug development programs, or we may be unable to develop or discover new drugs.

We may need additional long-term financing to develop our drug development programs through the clinical trial process as required by the FDA and to develop our commercial products business. We also may need additional long-term financing to support future operations and capital expenditures, including capital for additional personnel and facilities. If we spend more money than currently expected for our drug development programs and our commercial products business, we may need to raise additional capital by selling debt or equity securities, by entering into strategic relationships or through other arrangements. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions such as incurring additional debt, making capital expenditures or declaring dividends. If we raise additional funds through collaboration, strategic alliance and licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies or product candidates, or grant licenses on terms that are not favorable to us. We may be unable to raise any additional amounts on reasonable terms or when they are needed due to the volatile nature of the biotechnology marketplace. If we are unable to raise this additional capital, we may have to delay or postpone critical clinical studies or abandon other development programs.

We may be exposed to liabilities under the Foreign Corrupt Practices Act, and any determination that we violated the Foreign Corrupt Practices Act could have a material adverse effect on our business.

We are subject to the Foreign Corrupt Practice Act (the “FCPA”) and other laws that prohibit improper payments or offers of payments to foreign governments and their officials and political parties by U.S. persons and issuers as defined by the statute for the purpose of obtaining or retaining business. We have operations, agreements with third parties and make sales in jurisdictions outside of the U.S., which may experience corruption. Our activities in jurisdictions outside of the U.S. create the risk of unauthorized payments or offers of payments by one of our employees, consultants, sales agents or distributors, because these parties are not always subject to our control. These risks have increased following the Novozymes Acquisition. It is our policy to implement safeguards to discourage these practices by our employees. However, our existing safeguards and any future improvements may prove to be less than effective, and the employees, consultants, sales agents or distributors of our Company may engage in conduct for which we might be held responsible. Violations of the

FCPA may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect our business, operating results and financial condition. In addition, the government may seek to hold us liable for successor liability FCPA violations committed by any companies in which we invest or that we acquire.

Our stock price could be volatile, which could cause shareholders to lose part or all of their investment.

The market price of our common stock, like that of the common stock of many other development stage biotechnology companies, is highly volatile. In addition, the stock market has experienced extreme price and volume fluctuations. This volatility has significantly affected the market prices of securities of many biotechnology and pharmaceutical companies for reasons frequently unrelated to or disproportionate to the operating performance of the specific companies. These broad market fluctuations may adversely affect the market price of our common stock.

Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of us, even one that may be beneficial to our stockholders, more difficult and may prevent attempts by our stockholders to replace or remove our current management.

Provisions in our certificate of incorporation and by-laws may delay or prevent an acquisition of us or a change in our management. These provisions include the ability of our board of directors to issue preferred stock without stockholder approval. In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which limits the ability of stockholders owning in excess of 15% of our outstanding voting stock to merge or combine with us. Although we believe these provisions collectively provide for an opportunity to obtain greater value for stockholders by requiring potential acquirers to negotiate with our board of directors, they would apply even if an offer rejected by our board were considered beneficial by some stockholders. In addition, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors, which is responsible for appointing the members of our management.

Item 1B.

UNRESOLVED STAFF COMMENTS

None.

Item 2.

PROPERTIES

We currently lease and occupy approximately 25,000 square feet of space located in Waltham, Massachusetts which serves as our corporate headquarters. We also conduct manufacturing, research and development, marketing and administrative operations at this facility. On July 5, 2011, we entered into an agreement with the landlord to expand the leased premises to approximately 56,000 square feet and to extend the term by eleven years, which, depending on the commencement date of our occupancy of the expanded premises, should expire on or about May 31, 2023. In addition, we lease approximately 10,000 square feet of space at a second location in Waltham for expanded manufacturing and administrative operations. This lease expires on May 31, 2012. Following the completion of the Novozymes Acquisition, we now lease four adjacent buildings in Lund, Sweden totaling approximately 45,000 square feet of space used primarily for manufacturing and administrative operations. The lease for three buildings totaling approximately 41,000 square feet expires on June 30, 2017 while the lease for the fourth building with approximately 4,000 square feet of space expires on September 30, 2019.

During the nine-month fiscal year ended December 31, 2011, we incurred total rental costs for all facilities of approximately $528,000.

Item 3.

LEGAL PROCEEDINGS

From time to time, we may be subject to other legal proceedings and claims in the ordinary course of business. We are not currently aware of any such proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations.

Item 4.

MINE SAFETY DISCLOSURES

Not applicable.

PART II

Item 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock is traded on the Nasdaq Global Market under the symbol “RGEN.” The quarterly high and low closing prices for our common stock are shown in the following tables.


	Nine Months Ended December 31, 2011
	High		Low
First Quarter	$	4.12	$	3.39
Second Quarter	$	3.75	$	3.20
Third Quarter	$	3.51	$	3.11

	Year Ended March 31, 2011
	High		Low
First Quarter	$	3.92	$	3.13
Second Quarter	$	3.56	$	3.15
Third Quarter	$	4.75	$	3.29
Fourth Quarter	$	5.34	$	3.36

Stockholders and Dividends

As of March 6, 2012, there were approximately 628 stockholders of record of our common stock. We have not paid any dividends since our inception and do not intend to pay any dividends on our common stock in the foreseeable future. We anticipate that we will retain all earnings, if any, to support our operations and our proprietary drug development programs. Any future determination as to the payment of dividends will be at the sole discretion of our Board of Directors and will depend on our financial condition, results of operations, capital requirements and other factors our Board of Directors deems relevant.

Equity Compensation Plan Information

See Part III, Item 12 for information regarding securities authorized for issuance under our equity compensation plans.

Issuer Purchases of Equity Securities

In June 2008, the Board of Directors authorized a program to repurchase up to 1.25 million shares of our common stock to be repurchased at the discretion of management from time to time in the open market or through privately negotiated transactions. The repurchase program has no set expiration date and may be suspended or discontinued at any time. For the nine-month fiscal year ended December 31, 2011, the Company repurchased 100,000 shares of common stock, for an aggregate purchase price of $330,867, leaving 657,173 shares remaining under this authorization. We did not repurchase any shares of common stock during the quarter ended December 31, 2011. We did not repurchase any shares of common stock during the fiscal years ended March 31, 2011 and 2010.

LOGO

The information contained in the performance graph shall not be deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission, and such information shall not be incorporated by reference into any future filing under the Securities Act or Exchange Act, except to the extent that Repligen specifically incorporates it by reference into such filing.

Item 6.

SELECTED CONSOLIDATED FINANCIAL DATA

The following selected consolidated financial data are derived from the audited financial statements of Repligen, except for the consolidated financial data at December 31, 2010 and for the nine months then ended which are derived from unaudited financial statements. The selected financial data set forth below should be read in conjunction with our financial statements and the related notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this Transition Report and our Annual Reports on Form 10-K for the fiscal years ended March 31, 2011, 2010 and 2009.


	Nine Months Ended December 31,						Years ended March 31,
	2011			2010			2011			2010			2009			2008
	(In thousands except per share amounts)
Revenue:
Product revenue	$	13,215		$	11,811		$	14,961		$	10,305		$	14,529		$	18,587
Royalty and other revenue		10,235			9,574			12,330			10,666			14,833			709

Total revenue		23,450			21,385			27,291			20,971			29,362			19,296
Operating expenses:
Cost of product revenue		5,157			4,187			5,580			4,159			5,686			6,160
Cost of royalty and other revenue		1,315			1,161			1,537			1,347			1,091			—
Research and development		9,462			8,745			12,529			14,160			12,772			7,241
Selling, general and administrative		9,050			5,580			8,019			7,072			5,933			10,173
Gain on bargain purchase		(427	)		—			—			—			—			—
Net gain from litigation settlement		—			—			—			—			—			(40,170	)

Total operating expenses (income)		24,557			19,673			27,665			26,738			25,482			(16,596	)

(Loss) income from operations		(1,107	)		1,712			(374	)		(5,767	)		3,880			35,892
Investment income		161			287			357			870			1,896			2,051
Interest expense		(28	)		(12	)		(26	)		(2	)		(3	)		(9	)
Other expense		(623	)		—			—			—			—			—

Income (loss) before taxes		(1,597	)		1,987			(43	)		(4,899	)		5,773			37,934
Income tax (benefit) provision		16			—			—			(835	)		27			827

Net income (loss)	$	(1,613	)	$	1,987		$	(43	)	$	(4,064	)	$	5,746		$	37,107

Earnings (loss) per share:
Basic	$	(0.05	)	$	0.06		$	(0.00	)	$	(0.13	)	$	0.19		$	1.20

Diluted	$	(0.05	)	$	0.06		$	(0.00	)	$	(0.13	)	$	0.18		$	1.18

Weighted average shares outstanding:
Basic		30,774			30,778			30,782			30,752			30,958			30,834

Diluted		30,774			30,949			30,782			30,752			31,290			31,321


	As of December 31,						As of March 31,
	2011			2010			2011			2010			2009			2008
				(In thousands)
Balance Sheet Data:
Cash and marketable securities (1)	$	36,025		$	60,285		$	61,503		$	59,146		$	63,961		$	60,589
Working capital		39,431			55,563			51,221			55,024			50,235			49,831
Total assets		76,057			73,099			72,294			71,420			73,755			68,840
Long-term obligations		2,606			617			584			642			82			143
Accumulated deficit		(119,307	)		(115,934	)		(117,965	)		(117,921	)		(113,857	)		(120,577	)
Stockholders’ equity		(65,987	)		68,882			67,087			66,120			69,123			64,107

(1)	Excludes restricted cash of $200 related to our headquarters’ lease arrangement for all years presented.

Item 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Transition Report on Form 10-K contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The forward-looking statements in this Transition Report on Form 10-K do not constitute guarantees of future performance. Investors are cautioned that statements in this Transition Report on Form 10-K that are not strictly historical statements, including, without limitation, statements regarding current or future financial performance, potential impairment of future earnings, management’s strategy, plans and objectives for future operations or acquisitions, clinical trials and results, litigation strategy, product candidate research, development and regulatory approval, selling, general and administrative expenditures, intellectual property, development and manufacturing plans, availability of materials and product and adequacy of capital resources and financing plans constitute forward-looking statements. Such forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated, including, without limitation, the risks identified under the caption “Risk Factors” and other risks detailed in this Transition Report on Form 10-K and our other filings with the Securities and Exchange Commission. We assume no obligation to update any forward-looking information contained in this Transition Report on Form 10-K, except as required by law.

Overview

We are a world-leading supplier of critical biologic products used to manufacture biologic drugs. In December 2011, we acquired certain assets and assumed certain liabilities of Novozymes Biopharma Sweden, AB thereby diversifying and expanding our bioprocessing product offering and customer base, as well as doubling our manufacturing capacity. We also apply our expertise in biologic product development to SecreFlo, for which our first new drug application (“NDA”) has been submitted and accepted for priority review by the U.S. Food and Drug Administration (“FDA”) and for which we have submitted a marketing authorization application (“MAA”) to the European Medicines Agency (“EMA”). SecreFlo is a synthetic version of the human hormone secretin being developed by the Company as a novel imaging agent for use in combination with magnetic resonance imaging (“MRI”) to improve the detection of pancreatic duct abnormalities in patients with pancreatitis. We have begun expending substantial resources on pre-commercialization activities for SecreFlo. If our NDA is approved, we expect these expenditures to increase materially as we seek to commence commercial sales of SecreFlo. We also have two early stage central nervous system (“CNS”) rare disease programs that are advancing through Phase 1 clinical trials in Friedreich’s ataxia and spinal muscular atrophy. In addition, we have out-licensed certain intellectual property from which we receive royalties from Bristol-Myers Squibb Company (“Bristol”) on their net sales in the U.S. of their product Orencia ^® . Total revenue in the nine-month fiscal year ended December 31, 2011 increased as compared to the nine months ended December 31, 2010 and is primarily due to an increase in bioprocessing product sales orders from our single largest customer as well as increased royalty revenue from Bristol as their product Orencia ^® continues to penetrate the market.

and (b) purchased contract rights and licenses used in the Novozymes Biopharma Business and other specified assets from Novozymes Denmark (collectively, the “Transferred Business” and the acquisition of the Transferred Business, the “Novozymes Acquisition”). The Novozymes Biopharma Business now operates as Repligen Sweden. We paid a purchase price of 17.0 million Euros (~$22.1 million) plus an additional net working capital adjustment of 3.65 million Euros (~$4.8 million) for a total upfront cash payment of 20.65 million Euros (~$26.9 million) to Novozymes for the Transferred Business upon the consummation of the Novozymes Acquisition. In addition, Novozymes has the right to contingent payments of up to 4.0 million Euros (~$5.2 million) consisting of: (i) an earn-out of 1.0 million Euros (~$1.3 million) if the Transferred Business achieves sales of a minimum quantity of a Novozymes product between January 1, 2012 and December 31, 2012; (ii) two milestone payments of 1.0 million Euros (~$1.3 million) each if sales of certain Novozymes products achieve agreed levels for the combined calendar years 2012 and 2013 and for calendar year 2014, respectively; and (iii) technology transfer payments totaling 1.0 million Euros (~$1.3 million) following the successful transfer of certain Novozymes manufacturing technology. The Novozymes Acquisition has led to substantial increases in both the size and revenue of the combined company as well as operational costs associated with the combined business.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

While our significant accounting policies are more fully described in the notes to our financial statements, we have identified the policies and estimates below as being critical to our business operations and the understanding of our results of operations. The impact of and any associated risks related to these policies on our business operations are discussed throughout “Management’s Discussion and Analysis of Financial Condition,” including in the “Results of Operations” section, where such policies affect our reported and expected financial results.

Revenue recognition

We generate product revenues from the sale of bioprocessing products to customers in the life science and biopharmaceutical industries. We recognize revenue related to product sales upon delivery of the product to the customer as long as there is persuasive evidence of an arrangement, the sales price is fixed or determinable and collection of the related receivable is reasonably assured. Determination of whether these criteria have been met are based on management’s judgments primarily regarding the fixed nature of the fee charged for the product delivered and the collectability of those fees. We have a few longstanding customers who comprise the majority of revenue and have excellent payment histories and therefore we do not require collateral. We have had no significant write-offs of uncollectible invoices in the periods presented.

At the time of sale, we also evaluate the need to accrue for warranty and sales returns. The supply agreements we have with our customers and related purchase orders identify the terms and conditions of each sale and the price of the goods ordered. Due to the nature of the sales arrangements, inventory produced for sale is tested for quality specifications prior to shipment. Since the product is manufactured to order and in compliance with required specifications prior to shipment, the likelihood of sales return, warranty or other issues is largely diminished. Sales returns and warranty issues are infrequent and have had nominal impact on our financial statements historically.

In April 2008, we settled our outstanding litigation with Bristol and began recognizing royalty revenue from that settlement in fiscal year 2009 for Bristol’s net sales in the United States of Orencia ^® , which is used in the treatment of rheumatoid arthritis. Pursuant to the settlement with Bristol, we recognized royalty revenue of $8,769,000 for the nine-month fiscal year ended December 31, 2011 and $10,251,000 and $8,980,000 for the fiscal years ended March 31, 2011 and 2010, respectively. Revenue earned from Bristol royalties is recorded in the periods when it is earned based on royalty reports sent by Bristol to us. We have no continuing obligations to Bristol as a result of this settlement. Our royalty agreement with Bristol provides that we will receive such royalty payments on sales of Orencia ^® by Bristol through December 31, 2013.

Additionally, during the year ended March 31, 2010, we earned and recognized approximately $1,009,000 in royalty revenue from ChiRhoClin, Inc. (“ChiRhoClin”) for their sales of secretin. Revenue earned from ChiRhoClin royalties was recorded in the periods when it was earned based on royalty reports sent by ChiRhoClin to us. As of December 31, 2009, ChiRhoClin had fulfilled its royalty obligations to us for its sales of secretin. We do not expect to recognize any further royalty revenue from ChiRhoClin.

For the nine-month fiscal year ended December 31, 2011, we recognized approximately $1,466,000 of revenue from sponsored research and development projects under agreements with the Muscular Dystrophy Association, the National Institutes of Health / Scripps Research Institute, the European Friedrich’s Ataxia Consortium for Translational Studies, Go Friedreich’s Ataxia Research (“GoFar”), and the Friedreich’s Ataxia Research Alliance. For the nine months ended December 31, 2010, we recognized $1,102,000 of revenue from sponsored research and development projects under agreements with the Muscular Dystrophy Association, the National Institutes of Health / Scripps Research Institute, GoFar, and the Friedreich’s Ataxia Research Alliance. During the year ended March 31, 2011, we recognized approximately $1,346,000 of revenue from sponsored research and development projects under agreements with the Muscular Dystrophy Association, the National Institutes of Health / Scripps Research Institute, GoFar, and the Friedreich’s Ataxia Research Alliance. In the fiscal year ended March 31, 2011, we also recognized approximately $733,000 in one-time grants under the Qualifying Therapeutic Discovery Project Program, which was created in March 2010 as part of the Patient Protection and Affordability Care Act. In the fiscal year ended March 31, 2010, we recognized approximately $677,000 of revenue from sponsored research and development projects under agreements with the Muscular Dystrophy Association, the Friedreich’s Ataxia Research Alliance and the National Ataxia Foundation.

Research revenue is recognized when the expense has been incurred and services have been performed. Determination of which incurred costs qualify for reimbursement under the terms of our contractual agreements and the timing of when such costs were incurred involves the judgment of management. Our calculations are based upon the agreed-upon terms as stated in the arrangements. However, should the estimated calculations change or be challenged by other parties to the agreements, research revenue may be adjusted in subsequent periods. The calculations have not historically changed or been challenged, and we do not anticipate any significant subsequent change in revenue related to sponsored research and development projects.

There have been no material changes to our initial estimates related to revenue recognition in any periods presented in the accompanying financial statements.

We do not currently have any revenue arrangements with multiple deliverables that would be accounted for pursuant to Accounting Standards Board Update (“ASU”) No. 2009-13, “ Multiple Deliverable Revenue Arrangements ,” (“ASU No. 2009-13”) or arrangements pursuant to which we expect to receive significant milestone payments that would be accounted for under ASU No. 2010-17, “ Revenue Recognition - Milestone Method .”

Inventories

Inventories relate to our bioprocessing business. We value inventory at cost or, if lower, fair market value, using the first-in, first-out method. We review our inventory at least quarterly and record a provision for excess and obsolete inventory based on our estimates of expected sales volume, production capacity and expiration dates of raw materials, work-in-process and finished products. Expected sales volumes are determined based on supply forecasts provided by key customers for the next three to 12 months. We write down inventory that has become obsolete, inventory that has a cost basis in excess of its expected net realizable value, and inventory in excess of expected requirements to cost of product revenue. Manufacturing of bioprocessing finished goods is done to order and tested for quality specifications prior to shipment.

A change in the estimated timing or amount of demand for our products could result in additional provisions for excess inventory quantities on hand. Any significant unanticipated changes in demand or unexpected quality failures could have a significant impact on the value of inventory and reported operating results. During all periods presented in the accompanying consolidated financial statements, there have been no material adjustments related to a revised estimate of inventory valuations.

Business combinations

Amounts paid for acquisitions are allocated to the assets acquired and liabilities assumed, if any, based on their fair values at the dates of acquisition. The fair value of identifiable intangible assets is based on detailed valuations that use information and assumptions determined by management. Any excess of purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill. The fair value of contingent consideration includes estimates and judgments made by management regarding the probability that future contingent payments will be made, the extent of royalties to be earned in excess of the defined minimum royalties, etc. Management updates these estimates and the related fair value of contingent consideration at each reporting period. Changes in the fair value of contingent consideration are recorded in our Statement of Operations.

We use the income approach to determine the fair value of certain identifiable intangible assets including customer relationships and developed technology. This approach determines fair value by estimating after-tax cash flows attributable to these assets over their respective useful lives and then discounting these after-tax cash flows back to a present value. We base our assumptions on estimates of future cash flows, expected growth rates, expected trends in technology, etc. We base the discount rates used to arrive at a present value as of the date of acquisition on the time value of money and certain industry-specific risk factors. We believe the estimated purchased customer relationships and developed technology amounts so determined represent the fair value at the date of acquisition and do not exceed the amount a third party would pay for the assets.

The allocation of consideration transferred for the acquisition of the Novozymes Biopharma Business is preliminary as a result of a preliminary valuation report that includes a preliminary fair value assigned to fixed assets. We intend to finalize the valuation report and the fair value of fixed assets in the near term. As a result, the fair values assigned to intangible assets and fixed assets, and the resulting gain on bargain purchase could change in future reporting periods.

Intangible assets and goodwill

Intangible Assets

We amortize our intangible assets that have finite lives using the straight-line method. Amortization is recorded over the estimated useful lives ranging from 8 to 8.5 years. We review our intangible assets subject to amortization to determine if any adverse conditions exist or a change in circumstances has occurred that would indicate impairment or a change in the remaining useful life. If the carrying value of an asset exceeds its undiscounted cash flows, we will write-down the carrying value of the intangible asset to its fair value in the period identified. In assessing fair value, we must make assumptions regarding estimated future cash flows and discount rates. If these estimates or related assumptions change in the future, we may be required to record impairment charges. We generally calculate fair value as the present value of estimated future cash flows to be generated by the asset using a risk-adjusted discount rate. If the estimate of an intangible asset’s remaining useful life is changed, we will amortize the remaining carrying value of the intangible asset prospectively over the revised remaining useful life.

Goodwill

We test goodwill for impairment on an annual basis and between annual tests if events and circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying value. Events that would indicate impairment and trigger an interim impairment assessment include, but are not limited to current economic and market conditions, including a decline in market capitalization, a significant adverse change in legal factors, business climate or operational performance of the business, and an adverse action or assessment by a regulator. Our annual impairment test date is the last day of our fiscal fourth quarter. For the nine-month fiscal year ended December 31, 2011, the impairment test date was December 31, 2011.

Accrued liabilities

We estimate accrued liabilities by identifying services performed on our behalf, estimating the level of service performed and determining the associated cost incurred for such service as of each balance sheet date. Examples of estimated accrued expenses include:

•

Fees paid to contract manufacturers in conjunction with the production of clinical materials. These expenses are normally determined through a contract or purchase order issued by us;

•

Service fees paid to organizations for their performance in conducting clinical trials. These expenses are determined by contracts in place for those services and communications with project managers on costs that have been incurred as of each reporting date; and

•

Professional and consulting fees incurred with law firms, audit and accounting service providers and other third party consultants. These expenses are determined by either requesting those service providers to estimate unbilled services at each reporting date for services incurred or tracking costs incurred by service providers under fixed fee arrangements.

We have processes in place to estimate the appropriate amounts to record for accrued liabilities, which principally involve the applicable personnel reviewing the services provided. In the event that we do not identify certain costs that have begun to be incurred or we under or over-estimate the level of services performed or the costs of such services, the reported expenses for that period may be too low or too high. The date on which certain services commence, the level of services performed on or before a given date, and the cost of such services often require the exercise of judgment. We make these judgments based upon the facts and circumstances known at the date of the financial statements.

A change in the estimated cost or volume of services provided could result in additional accrued liabilities. Any significant unanticipated changes in such estimates could have a significant impact on our accrued liabilities and reported operating results. There have been no material adjustments to our accrued liabilities in any of the periods presented in the accompanying financial statements.

Stock-based compensation

We use the Black-Scholes option pricing model to calculate the fair value of share-based awards on the grant date.

The expected term of options granted represents the period of time for which the options are expected to be outstanding and is derived from our historical stock option exercise experience and option expiration data. Accordingly, the expected term is presumed to be the midpoint between the vesting date and the end of the contractual term. In addition, for purposes of estimating the expected term, we have aggregated all individual option awards into one group as we do not expect substantial differences in exercise behavior among our employees. The expected volatility is a measure of the amount by which our stock price is expected to fluctuate during the expected term of options granted. We determined the expected volatility based upon the historical volatility of our common stock over a period commensurate with the option’s expected term, exclusive of any events not reasonably anticipated to recur over the option’s expected term. The risk-free interest rate is the implied yield available on U.S. Treasury zero-coupon issues with a remaining term equal to the option’s expected term on the grant date. We have never declared or paid any cash dividends on any of our capital stock and do not expect to do so in the foreseeable future. Accordingly, we use an expected dividend yield of zero to calculate the grant-date fair value of a stock option.

We recognize compensation expense on a straight-line basis over the requisite service period based upon options that are ultimately expected to vest, and accordingly, such compensation expense has been adjusted by an amount of estimated forfeitures. Forfeitures represent only the unvested portion of a surrendered option. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual

forfeitures differ from those estimates. Based on an analysis of historical data, we have calculated an 8% annual forfeiture rate for non-executive level employees, a 3% annual forfeiture rate for executive level employees, and a 0% forfeiture rate for non-employee members of the Board of Directors, which we believe is a reasonable assumption to estimate forfeitures. However, the estimation of forfeitures requires significant judgment and, to the extent actual results or updated estimates differ from our current estimates, such amounts will be recorded as a cumulative adjustment in the period estimates are revised.

For the nine-month fiscal year ended December 31, 2011 and the nine-month period ended December 31, 2010, we recorded stock-based compensation expense of approximately $730,000 and $748,000, respectively, for stock options granted under the Second Amended and Restated 2001 Repligen Corporation Stock Plan (the “2001 Plan”). For the fiscal years ended March 31, 2011 and 2010, we recorded stock-based compensation expense of approximately $1,003,000 and $1,007,000, respectively, for stock options granted under the 2001 Plan.

As of December 31, 2011, there was $1,764,675 of total unrecognized compensation cost related to unvested share-based awards. This cost is expected to be recognized over a weighted average remaining requisite service period of 2.86 years. We expect 939,769 unvested options to vest over the next five years.

RESULTS OF OPERATIONS

The following discussion of the financial condition and results of operations should be read in conjunction with the accompanying consolidated financial statements and the related footnotes thereto.

Revenues

Total revenues for the nine-month fiscal year ended December 31, 2011 and the nine-month period ended December 31, 2010 as well as the fiscal years ended March 31, 2011 and 2010 were comprised of the following:


	Nine months ended December 31,							Year ended March 31,
	2011		2010 (unaudited)		% Change			2011		2010		% Change
	(in thousands, except percentages)
Bioprocessing product revenue	$	13,215	$	11,811		12	%	$	14,961	$	10,305		45	%
Royalty and other revenue		10,235		9,574		7	%		12,330		10,666		16	%

Total revenue	$	23,450	$	21,385		10	%	$	27,291	$	20,971		30	%

Substantially all of our bioprocessing products are based on recombinant Protein A and are sold to customers who incorporate our manufactured products into their proprietary antibody purification systems to be sold directly to the pharmaceutical industry. Monoclonal antibodies are a well-established class of drug with applications in rheumatoid arthritis, asthma and a variety of cancers. Sales of our bioprocessing products are therefore impacted by the timing of large-scale production orders and the regulatory approvals for such antibodies, which may result in significant quarterly fluctuations.

For the nine-month fiscal year ended December 31, 2011, bioprocessing product sales increased by $1,404,000 or 12% as compared to the nine months ended December 31, 2010. Volume increased 14% due to increased demand from certain key customers and other business events, and was offset by a 2% decrease in sales revenue due to changes in the mix of products sold in the nine-month fiscal year ended December 31, 2011 as compared to the nine months ended December 31, 2010. We sell our assorted bioprocessing products at various price points. The mix of products sold varies and impacts the fluctuations in total product revenue and cost of product revenues from period to period.

During the fiscal year ended March 31, 2011, bioprocessing product sales increased by $4,656,000 or 45% as compared to the fiscal year ended March 31, 2010. Volume increased 49% due to increased demand from

certain key customers and other business events, and was offset by a 4% decrease in sales revenue due to changes in the mix of products sold in the fiscal year ended March 31, 2011 as compared to the fiscal year ended March 31, 2010.

Following the completion of the Novozymes Acquisition, we anticipate that bioprocessing product sales will more than double in the year ending December 31, 2012. Our bioprocessing product sales may be subject to quarterly fluctuations due to the timing of large-scale production orders.

Pursuant to the settlement with Bristol, we recognized royalty revenue of $8,769,000 for the nine-month fiscal year ended December 31, 2011 as well as $10,251,000 and $8,980,000 for the fiscal years ended March 31, 2011 and 2010, respectively. For the year ending December 31, 2012, we expect royalty revenues to increase moderately over the prior year as Bristol’s Orencia ^® continues to penetrate the market. The royalty arrangement with Bristol expires on December 31, 2013.

Additionally, during the fiscal year ended March 31, 2010, we earned and recognized approximately $1,009,000 in royalty revenue from ChiRhoClin for their sales of secretin. As of December 31, 2009, ChiRhoClin fulfilled its royalty obligations to us for its sales of our secretin. We do not expect to recognize any further royalty revenue from ChiRhoClin.

For the nine-month fiscal year ended December 31, 2011, we recognized approximately $1,466,000 of revenue from sponsored research and development projects under agreements with the Muscular Dystrophy Association, the National Institutes of Health / Scripps Research Institute, the European Friedrich’s Ataxia Consortium for Translational Studies, GoFar, and the Friedreich’s Ataxia Research Alliance. For the nine months ended December 31, 2010, we recognized $1,102,000 of revenue from sponsored research and development projects under agreements with the Muscular Dystrophy Association, the National Institutes of Health / Scripps Research Institute, GoFar, and the Friedreich’s Ataxia Research Alliance. During the fiscal year ended March 31, 2011, we recognized approximately $1,346,000 of revenue from sponsored research and development projects under agreements with the Muscular Dystrophy Association, the National Institutes of Health / Scripps Research Institute, Go Friedreich’s Ataxia Research GoFar, and the Friedreich’s Ataxia Research Alliance. In the fiscal year ended March 31, 2011, we also recognized approximately $733,000 in one-time grants under the Qualifying Therapeutic Discovery Project Program, which was created in March 2010 as part of the Patient Protection and Affordability Care Act. In the fiscal year ended March 31, 2010, we recognized approximately $677,000 of revenue from sponsored research and development projects under agreements with the Muscular Dystrophy Association, the Friedreich’s Ataxia Research Alliance and the National Ataxia Foundation.

We expect research and license revenues to remain relatively consistent in the year ending December 31, 2012 as the Muscular Dystrophy Association grant related effort continues.

Costs and operating expenses

Total costs and operating expenses for the nine-month fiscal year ended December 31, 2011 and the nine-month period ended December 31, 2010 as well as the fiscal years ended March 31, 2011 and 2010 were comprised of the following:


	Nine months ended December 31,								Year ended March 31,
	2011			2010 (unaudited)		% Change			2011		2010		% Change
	(in thousands, except percentages)
Cost of product revenue	$	5,157		$	4,187		23	%	$	5,580	$	4,159		34	%
Cost of royalty and other revenue		1,315			1,161		13	%		1,537		1,347		14	%
Research and development		9,462			8,744		8	%		12,529		14,160		(12	%)
Selling, general and administrative		9,050			5,580		62	%		8,019		7,072		13	%
Gain on bargain purchase		(427	)		—		—			—		—		—

Total costs and operating expenses	$	24,557		$	19,672		25	%	$	27,665	$	26,738		3	%

For the nine-month fiscal year ended December 31, 2011, cost of product revenue increased $970,000 or 23% as compared to the nine months ended December 31, 2010. This increase is primarily due to a 12% increase in bioprocessing product sales as well as the addition of the Novozymes Biopharma Business which accounts for $76,000 of the cost of product revenue increase.

The increase in cost of product revenue of $1,421,000 or 34% in the fiscal year ended March 31, 2011 as compared to the fiscal year ended March 31, 2010 is primarily due to a 45% increase in bioprocessing product sales and a change in product mix and is partially offset by favorable manufacturing variances.

As noted above, we anticipate revenues to more than double due to the Novozymes Acquisition. As these products are manufactured in a cGMP facility in Sweden, we anticipate gross margins may be lower in the year ending December 31, 2012.

Pursuant to the settlement with Bristol, we must remit 15% of royalty revenue received through the expiration of the agreement in December 2013 to the University of Michigan. For the nine-month fiscal year ended December 31, 2011 and the nine-month period ended December 31, 2010, cost of royalty revenue was $1,315,000 and $1,161,000, respectively. For the fiscal years ended March 31, 2011 and 2010, cost of royalty revenue was $1,537,000 and $1,347,000, respectively. These increases are directly related to the increases in Bristol royalty revenues noted above.

Research and development costs primarily include costs of internal personnel, external pharmacology and toxicology research, clinical trials and the costs associated with the manufacturing and testing of clinical materials. Our NDA for SecreFlo for pancreatic imaging is currently under review by the FDA and our MAA is under review by the EMA. We anticipate spending approximately $3.0 to $4.0 million in research and development related to this program in the year ending December 31, 2012. In addition, we are preparing to initiate a Phase 1 clinical study of RG2833 in patients with Friedreich’s ataxia, and we have initiated a Phase 1 clinical study for RG3039 for spinal muscular atrophy in healthy volunteers. Due to the small size of the Company and the fact that these various programs share personnel and fixed costs, we do not track all of our expenses or allocate any fixed costs by program, and therefore, have not provided an estimate of historical costs incurred by project.

Each of our therapeutic research and development programs is subject to risks and uncertainties, including the requirement to seek regulatory approvals that are outside of our control. For example, our clinical trials may be subject to delays based on our inability to enroll patients at the rate that we expect to meet the schedule for our planned clinical trials. Moreover, the product candidates identified in these research programs, particularly in our early stage programs must overcome significant technological, manufacturing and marketing challenges before they can be successfully commercialized. For example, results from our preclinical animal models may not be replicated in our clinical trials with humans. As a result of these risks and uncertainties, we are unable to predict with any certainty the period in which material net cash inflows from such projects could be expected to commence or the completion dates of these programs.

These risks and uncertainties prevent us from estimating with any certainty the specific timing and future costs of our research and development programs, although historical trends within the industry suggest that expenses tend to increase in later stages of development. Arrangements with commercial vendors and academic researchers accounted for 47% and 51% of our research and development expenses for the nine-month fiscal year ended December 31, 2011 and the nine-month period ended December 31, 2010, respectively. For the fiscal years ended March 31, 2011 and 2010, arrangements with commercial vendors and academic researchers accounted for 47% and 51%, respectively. The outsourcing of such services provides us flexibility to discontinue or increase spending depending on the success of our research and development programs.

For the nine-month fiscal year ended December 31, 2011, research and development expenses increased by $718,000 or 8% as compared to the nine months ended December 31, 2010. This increase is comprised primarily of (1) a $1,939,000 increase in costs associated with drug product manufacturing and other costs associated with

the NDA submission for SecreFlo for MRI imaging of the pancreas, offset by a $500,000 settlement related to this program from a dispute with Parexel International Corporation, the parent company of Perceptive Informatics, Inc. and (2) a $765,000 increase related to RG3039 for spinal muscular atrophy, which includes a $500,000 milestone payment made in April 2011 upon successful filing of our Investigational New Drug Application with the FDA, as well as other costs associated with the initiation of our Phase 1 clinical trial. These increases were partially offset by a $1,344,000 decrease related to RG2417 for the treatment of patients with bipolar disorder as we discontinued this program in March 2011 and a $603,000 decrease related to our Friedreich’s ataxia program as we incurred higher costs in the prior period related to testing and drug substance manufacture in preparation for our upcoming Phase 1 study of RG2833 in adult patients with Friedreich’s ataxia in Europe.

During the fiscal year ended March 31, 2011, research and development expenses decreased by $1,631,000 or 12% as compared to the fiscal year ended March 31, 2010. This decrease is comprised primarily of (1) $1,183,000 related to our secretin program for MRI imaging of the pancreas as the re-analysis of the images obtained from our Phase 3 clinical trial was completed in the fiscal year ended March 31, 2011 and the clinical trial was ongoing in the fiscal year ended March 31, 2010, (2) $629,000 related to our uridine program to treat bipolar depression as we completed our Phase 2b trial in March 2011 and (3) $449,000 related to our Friedreich’s ataxia program. These decreases were partially offset by a $548,000 increase related to our RG3039 program for the treatment of patients with spinal muscular atrophy.

Future research and development expenses are dependent on a number of variables, including the cost and design of clinical trials and external costs such as manufacturing of clinical materials. We expect our research and development expenses in the year ending December 31, 2012 to increase primarily due to the Novozymes Acquisition, drug manufacturing, regulatory and filing fees associated with the regulatory approval of SecreFlo for MRI imaging of the pancreas and continued development and expansion of our OPUS product line. Also in the year ending December 31, 2012, we plan to continue our Phase 1 studies for RG2833 for Friedreich’s ataxia and RG3039 for spinal muscular atrophy.

Selling, general and administrative (“SG&A”) expenses include the costs associated with selling our commercial products and costs required to support our research and development efforts, including legal, accounting, patent, shareholder services, amortization of intangible assets and other administrative functions. In addition, SG&A expenses have historically included costs associated with various litigation matters.

For the nine-month fiscal year ended December 31, 2011, SG&A costs increased by $3,470,000 or 62% as compared to the nine months ended December 31, 2010. This increase is primarily comprised of approximately $1,700,000 in transaction costs related to the Novozymes Acquisition, $380,000 related to commercialization efforts as we prepare to launch SecreFlo for MRI imaging of the pancreas, pending FDA approval, $420,000 due to headcount increases in marketing and business development, including salaries, stock-based compensation and recruiting costs, $410,000 related to business development activities, and $200,000 due to increased development and sales and marketing activities related to our OPUS product line.

In the fiscal year ended March 31, 2011, SG&A costs increased by $947,000 or 13% as compared to the fiscal year ended March 31, 2010. This increase is primarily due to increased personnel expenses of approximately $500,000 due to headcount increases in marketing and business development including salaries, stock-based compensation and recruiting costs, increased investor relations expenses of $150,000, increased patent prosecution costs of $150,000, and increased amortization expense of $150,000 related to the acquisition of the assets of BioFlash Partners, LLC (“BioFlash”).

We expect SG&A expenses to increase in the year ending December 31, 2012 primarily due to the Novozymes Acquisition, commercialization efforts as we prepare to launch SecreFlo for MRI imaging of the pancreas, pending FDA approval, and slightly higher headcount and related personnel expenses.

For the nine-month fiscal year ended December 31, 2011, we recorded a $427,000 gain on bargain purchase related to the Novozymes Acquisition on December 20, 2011.

Investment income

Investment income includes income earned on invested cash balances. Investment income for the nine-month fiscal year ended December 31, 2011 and the nine-month period ended December 31, 2010 was $161,000 and $287,000, respectively. Investment income for the fiscal years ended March 31, 2011 and 2010 was $357,000 and $870,000, respectively. The decrease of $126,000 or 44% for the nine month fiscal year ended December 31, 2011 compared to the nine months ended December 31, 2010 as well as the decrease of $513,000 or 59% in the fiscal year ended March 31, 2011 compared to the fiscal year ended March 31, 2010 are primarily attributable to lower interest rates. We expect interest income to vary based on changes in the amount of funds invested and fluctuation of interest rates.

Provision for (benefit from) income taxes

In the nine-month fiscal year ended December 31, 2011, we recorded a tax provision of $16,000 that is comprised of a $48,000 provision for a deferred tax liability related to goodwill amortization and a $32,000 benefit for a deferred tax asset related to a net operating loss for Repligen Sweden AB.

In the fiscal year ended March 31, 2010, we recorded a tax benefit of approximately $835,000 primarily due to the “Worker, Homeownership, and Business Assistance Act of 2009” (the “Act”) that was enacted in November 2009. Among other things, the Act suspended the limitation on the use of net operating losses to offset alternative minimum tax liabilities, which enabled us to recover $835,000 of alternative minimum taxes paid in prior years. As a result, the Company had an effective tax rate of negative 17.0%.

Liquidity and capital resources

We have financed our operations primarily through sales of equity securities, revenues derived from product sales, and research grants, as well as proceeds and royalties from litigation settlements. Our revenue for the foreseeable future will be limited to our bioprocessing product revenue, royalties from Bristol’s sales of Orencia ^® through December 31, 2013, and research and development grants. Given the uncertainties related to pharmaceutical product development, we are currently unable to reliably estimate when, if ever, our therapeutic product candidates will generate revenue and cash flows.

At December 31, 2011, following the completion of the Novozymes Acquisition, we had cash and marketable securities of $36,025,000 compared to $61,503,000 at March 31, 2011. A deposit for leased office space of $200,000 is classified as restricted cash and is not included in cash and marketable securities total for December 31, 2011 or March 31, 2011.

Cash flows


(In thousands)	Nine months ended December 31,									Year ended March 31,
Cash provided by (used in)	2011			2010			Increase / (Decrease)			2011			2010			Increase / (Decrease)
Operating activities	$	2,311		$	1,788		$	523		$	3,232		$	(2,448	)	$	5,680
Investing activities		(5,011	)		(4,488	)		(523	)		(1,504	)		9,921			(11,425	)
Financing activities		(331	)		(31	)		(300	)		(50	)		12			(62	)

Operating activities

For the nine-month fiscal year ended December 31, 2011, our operating activities provided cash of $2,311,000 reflecting a net loss of $1,613,000 and non-cash charges totaling $1,624,000 including depreciation, amortization, stock-based compensation charges and the gain on bargain purchase. The remaining cash flow provided in operations resulted from favorable changes in various working capital accounts. For the nine months ended December 31, 2010, our operating activities provided cash of $1,788,000 reflecting net income of

$1,987,000 and non-cash charges totaling $2,022,000 including depreciation, amortization, and stock-based compensation charges. The remaining cash flow used in operations resulted from unfavorable changes in various working capital accounts.

For the fiscal year ended March 31, 2011, our operating activities provided cash of $3,232,000 reflecting a net loss of $43,000, which includes non-cash charges totaling $2,683,000 including depreciation, amortization, and stock-based compensation charges. The remaining cash flow provided in operations resulted from favorable changes in various working capital accounts. For the fiscal year ended March 31, 2010, our operating activities consumed $2,448,000 of cash, which reflects a net loss of $4,064,000 and non-cash charges totaling $2,386,000, including depreciation, amortization, and stock-based compensation charges. The remaining cash flow used in operations resulted from unfavorable changes in various working capital accounts.

Investing activities

We place our marketable security investments in high quality credit instruments as specified in our investment policy guidelines. For the nine-month fiscal year ended December 31, 2011, our investing activities consumed $5,011,000 of cash, which is primarily due to the Novozymes Acquisition for $26,884,000 and capital expenditures of $575,000, offset by net redemptions of marketable debt securities of $22,449,000. During the nine months ended December 31, 2010, our investing activities consumed $4,488,000 of cash, which is primarily due to $3,870,000 of net purchases of marketable debt securities, $318,000 of capital expenditures and a $300,000 milestone payment related to our acquisition of the assets of BioFlash.

In the fiscal year ended March 31, 2011, our investing activities consumed $1,504,000 of cash, which is primarily due to net purchases of marketable debt securities of $679,000, a $300,000 milestone payment related to our acquisition of the assets of BioFlash and $525,000 for capital expenditures. For the fiscal year ended March 31, 2010, our investing activities generated $9,921,000 of cash, which was primarily due to net maturities of marketable debt securities of $12,299,000 partially offset by $1,780,000 of cash used to acquire the assets of BioFlash and $597,000 for capital expenditures.

Financing activities

During the nine-month fiscal year ended December 31, 2011, the repurchase of common stock consumed $331,000. Exercises of stock options provided cash receipts of $25,000 in the nine months ended December 31, 2010 as well as $7,000 and $54,000 in the fiscal years ended March 31, 2011 and 2010, respectively.

Off-balance sheet arrangements

We do not have any special purpose entities or off-balance sheet financing arrangements.

Contractual obligations

As of December 31, 2011, we had the following fixed obligations and commitments:


	Payments Due By Period
(In thousands)	Total		Less than 1 Year		1 – 3 Years		3 – 5 Years		More than 5 Years
Operating lease obligations	$	19,968	$	2,123	$	4,589	$	4,578	$	8,678
Purchase obligations (1)		2,326		2,326		—		—		—
Contingent consideration (2)		740		35		135		240		330

Total	$	23,034	$	4,484	$	4,724	$	4,818	$	9,008

(1)	Represents purchase orders for the procurement of raw material for manufacturing as well as clinical materials to support our upcoming trials.

(2)	These minimum contingent consideration amounts relating to acquisitions are recorded in accrued expenses and long term liabilities on our consolidated balance sheets.

Capital requirements

Our future capital requirements will depend on many factors, including the following:

•

the expansion of our bioprocessing business;

•

the ability to sustain sales and profits of our bioprocessing products;

•

the resources required to successfully integrate the Novozymes Biopharma Business and recognize expected synergies;

•

the scope of and progress made in our research and development activities;

•

the success of our clinical studies;

•

our ability to establish one or more partnerships for commercialization of SecreFlo outside the U.S.;

•

our ability to acquire additional products or product candidates;

•

the extent of any share repurchase activity;

•

the success of any proposed financing efforts; and

•

the amount of royalty revenues we receive from Bristol.

Absent acquisitions of additional products, product candidates or intellectual property, we believe our current cash balances are adequate to meet our cash needs for at least the next 24 months. We expect to incur increased expenses in the year ending December 31, 2012. This is primarily due to the Novozymes Acquisition, commercialization efforts as we prepare to launch SecreFlo for MRI imaging of the pancreas, pending regulatory approval, the development and expansion of our OPUS product line, and our ongoing development of RG2833 for Friedreich’s ataxia and RG3039 for spinal muscular atrophy. Our future capital requirements include, but are not limited to, continued investment in our research and development programs, the acquisition of additional products and technologies to complement our manufacturing capabilities, capital expenditures primarily associated with purchases of equipment and continued investment in our intellectual property portfolio.

We plan to continue to invest in our bioprocessing business and in key research and development activities. We actively evaluate various strategic transactions on an ongoing basis, including licensing or acquiring complementary products, technologies or businesses that would complement our existing portfolio of development programs. We continue to seek to acquire such potential assets that may offer us the best opportunity to create value for our shareholders. In order to acquire such assets, we may need to seek additional financing to fund these investments. This may require the issuance or sale of additional equity or debt securities. The sale of additional equity may result in additional dilution to our stockholders. Should we need to secure additional financing to acquire a product, fund future investment in research and development, or meet our future liquidity requirements, we may not be able to secure such financing, or obtain such financing on favorable terms because of the volatile nature of the biotechnology marketplace.

Net operating loss carryforwards

At December 31, 2011, we had net operating loss carryforwards of approximately $58,243,000 and business tax credits carryforwards of approximately $2,196,000 available to reduce future federal income taxes, if any. Additionally, at December 31, 2011, we had net operating loss carryforwards of approximately $4,816,000 and business tax credits carryforwards of approximately $2,986,000 available to reduce future state income taxes, if any. The net operating loss and business tax credits carryforwards will continue to expire at various dates through December 2031. Net operating loss carryforwards and available tax credits are subject to review and possible adjustment by the Internal Revenue Service and may be limited in the event of certain changes in the ownership interest of significant stockholders.

In the fiscal year ended March 31, 2010, we recorded a tax benefit of approximately $835,000 primarily due to the “Worker, Homeownership, and Business Assistance Act of 2009” (the “Act”) that was enacted in November 2009. Among other things, the Act suspended the limitation on the use of net operating losses to offset alternative minimum tax liabilities and enabled us to receive a refund of $835,000 for alternative minimum taxes paid in prior years.

Effects of inflation

Our assets are primarily monetary, consisting of cash, cash equivalents and marketable securities. Because of their liquidity, these assets are not directly affected by inflation. Since we intend to retain and continue to use our equipment, furniture and fixtures and leasehold improvements, we believe that the incremental inflation related to replacement costs of such items will not materially affect our operations. However, the rate of inflation affects our expenses, such as those for employee compensation and contract services, which could increase our level of expenses and the rate at which we use our resources.

Recent accounting pronouncements

In May 2011, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2011-04, “ Fair Value Measurement (Topic 82) —Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs ” (“ASU 2011-04”). The amendments in this update will ensure that fair value has the same meaning in U.S. GAAP and in International Financial Reporting Standards and that their respective fair value measurement and disclosure requirements are the same. This update is effective prospectively for interim and annual periods beginning after December 15, 2011. Early adoption by public entities is not permitted, and the Company is therefore required to adopt this ASU on January 1, 2012. The Company has not completed its review of ASU 2011-04, but it does not expect the adoption to have a material impact on the Company’s results of operations, financial position or cash flows.

In June 2011, the Financial Accounting Standards Board issued ASU No. 2011-05, “ Comprehensive Income (Topic 220): Presentation of Comprehensive Income ” (“ASU 2011-05”), which requires an entity to present total comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. ASU 2011-05 does not change any of the components of comprehensive income, but it eliminates the option to present the components of other comprehensive income as part of the statement of stockholders equity. ASU 2011-05 is effective for us in the first quarter of fiscal year 2012 and will be applied retrospectively. The adoption of this standard will impact our financial statement presentation, but will not have a material impact on our financial position or results of operations.

Item 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest rate risk

We have investments in commercial paper, U.S. Government and agency securities as well as corporate bonds and other debt securities. As a result, we are exposed to potential loss from market risks that may occur as a result of changes in interest rates, changes in credit quality of the issuer or otherwise.

We generally place our marketable security investments in high quality credit instruments, as specified in our investment policy guidelines. A hypothetical 100 basis point decrease in interest rates would result in an approximate $227,000 decrease in the fair value of our investments as of December 31, 2011. We believe, however, that the conservative nature of our investments mitigates our interest rate exposure, and our investment policy limits the amount of our credit exposure to any one issue, issuer (with the exception of U.S. agency obligations) and type of instrument. We do not expect any material loss from our marketable security investments and therefore believe that our potential interest rate exposure is limited.

Foreign exchange risk

Transactions by our subsidiary, Repligen Sweden AB, began on December 20, 2011 and may be denominated in Swedish kronor, British pound sterling, U.S. dollars, or in Euros while the entity’s functional currency is the Swedish krona. Exchange gains or losses resulting from the translation between the transactional currency and the functional currency of Repligen Sweden AB are included in our consolidated statements of operations. The functional currency of the Company is U.S. dollars. Fluctuations in exchange rates may adversely affect our results of operations, financial position and cash flows.

Item 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Financial statements and supplementary data required by Item 8 are set forth at the pages indicated in Item 15(a) below and are incorporated herein by reference.

Item 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

Item 9A.

CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures.

The Company’s management, with the participation of our chief executive officer and principal financial officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on such evaluation, our chief executive officer and principal financial officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective at the reasonable assurance level.

(b) Report of Management on Internal Control Over Financial Reporting.

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles and includes those policies and procedures that:

•

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

•

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

•

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2011. In making this assessment, management used the criteria established in Internal Control—Integrated Framework , issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Management has excluded from our assessment of and conclusion on the effectiveness of internal controls the internal controls of Repligen Sweden AB, which was established in December 2011 to acquire the Novozymes Biopharma Business and is included in the consolidated financial statements of Repligen Corporation as of and for the nine-month fiscal year ended December 31, 2011 constituting $31.8 million and $0.3 million of total and net assets, respectively, as of December 31, 2011, and $0.0 million and $0.3 million of revenues and net income, respectively, for the nine-month fiscal year then ended.

Subject to the foregoing, based on this assessment, our management concluded that, as of December 31, 2011, our internal control over financial reporting is effective based on those criteria. Ernst & Young LLP, the independent registered public accounting firm that audited our financial statements included in this Transition Report on Form 10-K, has issued an attestation report on our internal control over financial reporting as of December 31, 2011.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ REPLIGEN CORPORATION

March 15, 2012

(c) Attestation Report of the Independent Registered Public Accounting Firm.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Repligen Corporation:

We have audited Repligen Corporation’s (the “Company”) internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Repligen Corporation’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As indicated in the accompanying Report of Management on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Repligen Sweden AB, which is included in the December 31, 2011 consolidated financial statements of Repligen Corporation and constituted $31.8 million and $0.3 million of total and net assets, respectively, as of December 31, 2011 and $0.0 million and $0.3 million of revenues and net income, respectively, for the nine-months then ended. Our audit of internal control over financial reporting of Repligen Corporation also did not include an evaluation of the internal control over financial reporting of Repligen Sweden AB.

In our opinion, Repligen Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2011, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Repligen Corporation as of December 31, 2011 and March 31, 2011, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the nine months ended December, 31, 2011 and the fiscal years ended March 31, 2011 and 2010 of Repligen Corporation and our report dated March 15, 2012 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Boston, Massachusetts

March 15, 2012

(d) Changes in Internal Control Over Financial Reporting.

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2011 that have material affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B.

OTHER INFORMATION

None.

PART III

Pursuant to General Instructions G to Form 10-K, the information required for Part III, Items 10, 11, 12, 13 and 14, is incorporated herein by reference from the Company’s proxy statement for the 2012 Annual Meeting of Stockholders.

PART IV

Item 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following documents are filed as part of this Transition Report on Form 10-K:

(a) (1) Financial Statements :

The financial statements required by this item are submitted in a separate section beginning on page 36 of this Report, as follows:


	Page
Report of Independent Registered Public Accounting Firm		53
Consolidated Balance Sheets as of December 31, 2011 and March 31, 2011		54
Consolidated Statements of Operations for the Nine Months Ended December 31, 2011 and 2010 (unaudited) and for the Years Ended March 31, 2011 and 2010		55
Consolidated Statements of Stockholders’ Equity for the Nine Months Ended December 31, 2011 and for the Years Ended March 31, 2011 and 2010		56
Consolidated Statements of Cash Flows for the Nine Months Ended December 31, 2011 and 2010 (unaudited) and for the Years Ended March 31, 2011 and 2010		57
Notes to Consolidated Financial Statements		58

(a) (2) Financial Statement Schedules :

None.

(a) (3) Exhibits :

The Exhibits which are filed as part of this Transition Report or which are incorporated by reference are set forth in the Exhibit Index hereto.

EXHIBIT INDEX


Exhibit Number		Document Description
3.1		Restated Certificate of Incorporation dated June 30, 1992 and amended September 17, 1999 (filed as Exhibit 3.1 to Repligen Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1999 and incorporated herein by reference) (SEC File No. 000-14656).

3.2		Amended and Restated Bylaws (filed as Exhibit 3.2 to Repligen Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003 and incorporated herein by reference) (SEC File No. 000-14656).

3.3		Amendment No. 1 to the Amended and Restated Bylaws (filed as Exhibit 3.1 to Repligen Corporation’s Current Report on Form 8-K filed on December 20, 2011 and incorporated herein by reference).

4.1		Specimen Stock Certificate (filed as Exhibit 4.1 to Repligen Corporation’s Annual Report on Form 10-K for the year ended March 31, 2002 and incorporated herein by reference) (SEC File No. 000-14656).

10.1*		Consulting Agreement, dated November 1, 1981, between Dr. Alexander Rich and Repligen Corporation. (filed as Exhibit 10.2 to Repligen Corporation’s Annual Report on Form 10-K for the year ended March 31, 2002 and incorporated herein by reference) (SEC File No. 000-14656).

10.2*		Employment Agreement, dated March 14, 1996, between Repligen Corporation and Walter C. Herlihy (filed as Exhibit 10.3 to Repligen Corporation’s Annual Report on Form 10-K for the year ended March 31, 2002 and incorporated herein by reference) (SEC File No. 000-14656).

10.3*		Employment Agreement, dated March 14, 1996, between Repligen Corporation and James R. Rusche (filed as Exhibit 10.4 to Repligen Corporation’s Annual Report on Form 10-K for the year ended March 31, 2002 and incorporated herein by reference) (SEC File No. 000-14656).

10.4*		Employment Agreement, dated March 14, 1996, between Repligen Corporation and Daniel P. Witt (filed as Exhibit 10.5 to Repligen Corporation’s Annual Report on Form 10-K for the year ended March 31, 2002 and incorporated herein by reference) (SEC File No. 000-14656).

10.5*		Employment Offer Letter dated February 29, 2008 by and between Repligen Corporation and William Kelly (filed as Exhibit 10.20 to Repligen Corporation’s Annual Report on Form 10-K for the year ended March 31, 2008 and incorporated herein by reference).

10.6*		Repligen Executive Incentive Compensation Plan (filed as Exhibit 10.1 to Repligen Corporation’s Current Report on form 8-K filed on December 14, 2005 and incorporated herein by reference).

10.7*		The Amended 1992 Repligen Corporation Stock Option Plan, as amended (filed as Exhibit 4.2 to Repligen Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000 and incorporated herein by reference) (SEC File No. 000-14656).

10.8*		The Second Amended and Restated 2001 Repligen Corporation Stock Plan (filed as Exhibit 10.1 to Repligen Corporation’s Current Report on Form 8-K filed on September 18, 2008 and incorporated herein by reference).

10.8.1*		The Amended and Restated 2001 Repligen Corporation Stock Option Plan, Form of Incentive Stock Option Agreement (filed as Exhibit 10.14 to Repligen Corporation’s Annual Report on Form 10-K for the year ended March 31, 2005 and incorporated herein by reference).

10.8.2*		The Amended and Restated 2001 Repligen Corporation Stock Plan, Form of Restricted Stock Agreement (filed as Exhibit 10.1 to Repligen Corporation’s Current Report on Form 8-K filed on January 9, 2006 and incorporated herein by reference).


Exhibit Number		Document Description
10.9		Common Stock Purchase Warrant dated April 6, 2007 (filed as Exhibit 4.1 to Repligen Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 and incorporated herein by reference).

10.10#		Manufacturing Transfer Agreement dated as of December 17, 1998 among the Company and Amersham Pharmacia Biotech AB (filed as Exhibit 10.1 to Repligen Corporation’s Quarterly Report on Form 10-Q for the quarter ended December 31, 1998 and incorporated herein by reference) (SEC File No. 000-14656).

10.11#		License Agreement dated as of July 24, 2000 with University of Michigan (filed as Exhibit 10.1 to Repligen Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000 and incorporated herein by reference) (SEC File No. 000-14656).

10.12		Lease Between Repligen Corporation as Tenant and West Seyon LLC as Landlord, 35 Seyon Street, Waltham, MA (filed as Exhibit 10.1 to Repligen Corporation’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2001 and incorporated herein by reference) (SEC File No. 000-14656).

10.13#		License Agreement by and between The Scripps Research Institute and Repligen Corporation dated April 6, 2007 (filed as Exhibit 10.18 to Repligen Corporation’s Annual Report on Form 10-K for the year ended March 31, 2007 and incorporated herein by reference).

10.14#		Settlement and Release Agreement dated April 7, 2008 by and among Repligen Corporation, The Regents of the University of Michigan and Bristol-Myers Squibb Company (filed as Exhibit 10.1 to Repligen Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 and incorporated herein by reference).

10.15#		Strategic Supplier Alliance Agreement dated January 28, 2010 by and between Repligen Corporation and GE Healthcare Bio-Sciences AB (filed as Exhibit 10.17 to Repligen Corporation’s Annual Report on Form 10-K for the year ended March 31, 2010 and incorporated herein by reference).

10.16		First Amendment to Lease, dated July 5, 2011, by and between Repligen Corporation and TC Saracen, LLC (filed as Exhibit 10.1 to Repligen’s Current Report on Form 8-K filed on July 5, 2011 and incorporated herein by reference).

10.17		Asset Transfer Agreement by and among Repligen Corporation, Repligen Sweden AB, Novozymes Biopharma DK A/S and Novozymes Biopharma Sweden AB, dated October 27, 2011 (filed as Exhibit 2.1 to Repligen Corporation’s Current Report on Form 8-K filed on October 28, 2011 and incorporated herein by reference).

10.18+		Lease Between Repligen Sweden AB (as successor-in-interest to Novozymes Biopharma Sweden AB) as Tenant and i-parken i Lund AB as Landlord, St. Lars Vag 47, 220 09 Lund, Sweden.

10.19#+		Amendment No. 1 to Strategic Supplier Alliance Agreement, by and between GE Healthcare Bio-Sciences AB and Repligen Corporation, dated as of October 27, 2011.

10.20#+		Strategic Supplier Alliance Agreement – Contract Manufacturing, by and between GE Healthcare Bio-Sciences AB and Repligen Sweden AB (as successor-in-interest to Novozymes Biopharma Sweden AB), dated as of July 7, 2011.

10.21#+		Amendment to Strategic Supply Alliance Agreement, by and between GE Healthcare Bio-Sciences AB and Repligen Sweden AB (as successor-in-interest to Novozymes Biopharma Sweden AB), dated as of October 27, 2011.

21.1+		Subsidiaries of the Registrant.


Exhibit Number		Document Description

23.1+		Consent of Ernst & Young LLP.

24.1+		Power of Attorney (included on signature page).

31.1+		Rule 13a-14(a)/15d-14(a) Certification.

31.2+		Rule 13a-14(a)/15d-14(a) Certification.

32.1+		Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101^		The following materials from Repligen Corporation on Form 10-K for the nine-month fiscal year ended December 31, 2011, formatted in Extensive Business Reporting Language (XBRL): (i) Consolidated Statements of Operations, (ii) Consolidated Balance Sheets, (iii) Consolidated Statement of Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements, tagged as blocks of text.

#	Confidential treatment obtained as to certain portions.

*	Management contract or compensatory plan or arrangement.

+	Filed herewith.

^	As provided in Rule 406T of Regulation S-T, the XBRL-related information in Exhibit 101 to this Form 10-K is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.

The exhibits listed above are not contained in the copy of the Transition Report on Form 10-K distributed to stockholders. Upon the request of any stockholder entitled to vote at the 2012 annual meeting, the Registrant will furnish that person without charge a copy of any exhibits listed above. Requests should be addressed to Repligen Corporation, 41 Seyon Street, Waltham, MA 02453.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby makes, constitutes and appoints Walter C. Herlihy and William J. Kelly with full power to act without the other, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign any or all amendments to this Form 10-K, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents of any of them, or any substitute or substitutes, lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


Signature	Title	Date

/s/ W ALTER H ERLIHY Walter C. Herlihy, Ph.D.	President, Chief Executive Officer and Director (Principal executive officer)	March 15, 2012

/ S / W ILLIAM J. K ELLY William J. Kelly	Chief Financial Officer (Principal financial and accounting officer)	March 15, 2012

/ S / K AREN D AWES Karen Dawes	Chairperson of the Board	March 15, 2012

/ S / G LENN L. C OOPER Glenn L. Cooper, M.D.	Director	March 15, 2012

/ S / A LFRED L. G OLDBERG Alfred L. Goldberg, Ph.D.	Director	March 15, 2012

/ S / E ARL W. H ENRY Earl W. Henry, M.D.	Director	March 15, 2012

/ S / A LEXANDER R ICH Alexander Rich, M.D.	Director	March 15, 2012

/ S / T HOMAS F. R YAN , J R . Thomas F. Ryan, Jr.	Director	March 15, 2012

EXHIBIT INDEX


Exhibit Number		Document Description
3.1		Restated Certificate of Incorporation dated June 30, 1992 and amended September 17, 1999 (filed as Exhibit 3.1 to Repligen Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1999 and incorporated herein by reference) (SEC File No. 000-14656).

3.2		Amended and Restated Bylaws (filed as Exhibit 3.2 to Repligen Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003 and incorporated herein by reference) (SEC File No. 000-14656).

3.3		Amendment No. 1 to the Amended and Restated Bylaws (filed as Exhibit 3.1 to Repligen Corporation’s Current Report on Form 8-K filed on December 20, 2011 and incorporated herein by reference).

4.1		Specimen Stock Certificate (filed as Exhibit 4.1 to Repligen Corporation’s Annual Report on Form 10-K for the year ended March 31, 2002 and incorporated herein by reference) (SEC File No. 000-14656).

10.1*		Consulting Agreement, dated November 1, 1981, between Dr. Alexander Rich and Repligen Corporation. (filed as Exhibit 10.2 to Repligen Corporation’s Annual Report on Form 10-K for the year ended March 31, 2002 and incorporated herein by reference) (SEC File No. 000-14656).

10.2*		Employment Agreement, dated March 14, 1996, between Repligen Corporation and Walter C. Herlihy (filed as Exhibit 10.3 to Repligen Corporation’s Annual Report on Form 10-K for the year ended March 31, 2002 and incorporated herein by reference) (SEC File No. 000-14656).

10.3*		Employment Agreement, dated March 14, 1996, between Repligen Corporation and James R. Rusche (filed as Exhibit 10.4 to Repligen Corporation’s Annual Report on Form 10-K for the year ended March 31, 2002 and incorporated herein by reference) (SEC File No. 000-14656).

10.4*		Employment Agreement, dated March 14, 1996, between Repligen Corporation and Daniel P. Witt (filed as Exhibit 10.5 to Repligen Corporation’s Annual Report on Form 10-K for the year ended March 31, 2002 and incorporated herein by reference) (SEC File No. 000-14656).

10.5*		Employment Offer Letter dated February 29, 2008 by and between Repligen Corporation and William Kelly (filed as Exhibit 10.20 to Repligen Corporation’s Annual Report on Form 10-K for the year ended March 31, 2008 and incorporated herein by reference).

10.6*		Repligen Executive Incentive Compensation Plan (filed as Exhibit 10.1 to Repligen Corporation’s Current Report on form 8-K filed on December 14, 2005 and incorporated herein by reference).

10.7*		The Amended 1992 Repligen Corporation Stock Option Plan, as amended (filed as Exhibit 4.2 to Repligen Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000 and incorporated herein by reference) (SEC File No. 000-14656).

10.8*		The Second Amended and Restated 2001 Repligen Corporation Stock Plan (filed as Exhibit 10.1 to Repligen Corporation’s Current Report on Form 8-K filed on September 18, 2008 and incorporated herein by reference).

10.8.1*		The Amended and Restated 2001 Repligen Corporation Stock Option Plan, Form of Incentive Stock Option Agreement (filed as Exhibit 10.14 to Repligen Corporation’s Annual Report on Form 10-K for the year ended March 31, 2005 and incorporated herein by reference).

10.8.2*		The Amended and Restated 2001 Repligen Corporation Stock Plan, Form of Restricted Stock Agreement (filed as Exhibit 10.1 to Repligen Corporation’s Current Report on Form 8-K filed on January 9, 2006 and incorporated herein by reference).

10.9		Common Stock Purchase Warrant dated April 6, 2007 (filed as Exhibit 4.1 to Repligen Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 and incorporated herein by reference).


Exhibit Number		Document Description

10.10#		Manufacturing Transfer Agreement dated as of December 17, 1998 among the Company and Amersham Pharmacia Biotech AB (filed as Exhibit 10.1 to Repligen Corporation’s Quarterly Report on Form 10-Q for the quarter ended December 31, 1998 and incorporated herein by reference) (SEC File No. 000-14656).

10.11#		License Agreement dated as of July 24, 2000 with University of Michigan (filed as Exhibit 10.1 to Repligen Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000 and incorporated herein by reference) (SEC File No. 000-14656).
10.12		Lease Between Repligen Corporation as Tenant and West Seyon LLC as Landlord, 35 Seyon Street, Waltham, MA (filed as Exhibit 10.1 to Repligen Corporation’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2001 and incorporated herein by reference) (SEC File No. 000-14656).

10.13#		License Agreement by and between The Scripps Research Institute and Repligen Corporation dated April 6, 2007 (filed as Exhibit 10.18 to Repligen Corporation’s Annual Report on Form 10-K for the year ended March 31, 2007 and incorporated herein by reference).

10.14#		Settlement and Release Agreement dated April 7, 2008 by and among Repligen Corporation, The Regents of the University of Michigan and Bristol-Myers Squibb Company (filed as Exhibit 10.1 to Repligen Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 and incorporated herein by reference).

10.15#		Strategic Supplier Alliance Agreement dated January 28, 2010 by and between Repligen Corporation and GE Healthcare Bio-Sciences AB (filed as Exhibit 10.17 to Repligen Corporation’s Annual Report on Form 10-K for the year ended March 31, 2010 and incorporated herein by reference).
10.16		First Amendment to Lease, dated July 5, 2011, by and between Repligen Corporation and TC Saracen, LLC (filed as Exhibit 10.1 to Repligen’s Current Report on Form 8-K filed on July 5, 2011 and incorporated herein by reference).

10.17		Asset Transfer Agreement by and among Repligen Corporation, Repligen Sweden AB, Novozymes Biopharma DK A/S and Novozymes Biopharma Sweden AB, dated October 27, 2011 (filed as Exhibit 2.1 to Repligen Corporation’s Current Report on Form 8-K filed on October 28, 2011 and incorporated herein by reference).

10.18+		Lease Between Repligen Sweden AB (as successor-in-interest to Novozymes Biopharma Sweden AB) as Tenant and i-parken i Lund AB as Landlord, St. Lars Vag 47, 220 09 Lund, Sweden.

10.19#+		Amendment No. 1 to Strategic Supplier Alliance Agreement, by and between GE Healthcare Bio-Sciences AB and Repligen Corporation, dated as of October 27, 2011.

10.20#+		Strategic Supplier Alliance Agreement – Contract Manufacturing, by and between GE Healthcare Bio-Sciences AB and Repligen Sweden AB (as successor-in-interest to Novozymes Biopharma Sweden AB), dated as of July 7, 2011.

10.21#+		Amendment to Strategic Supply Alliance Agreement, by and between GE Healthcare Bio-Sciences AB and Repligen Sweden AB (as successor-in-interest to Novozymes Biopharma Sweden AB), dated as of October 27, 2011.

21.1+		Subsidiaries of the Registrant.

23.1+		Consent of Ernst & Young LLP.

24.1+		Power of Attorney (included on signature page).

31.1+		Rule 13a-14(a)/15d-14(a) Certification.

31.2+		Rule 13a-14(a)/15d-14(a) Certification.


Exhibit Number		Document Description

32.1+		Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101^		The following materials from Repligen Corporation on Form 10-K for the nine-month fiscal year ended December 31, 2011, formatted in Extensive Business Reporting Language (XBRL): (i) Consolidated Statements of Operations, (ii) Consolidated Balance Sheets, (iii) Consolidated Statement of Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements, tagged as blocks of text.

#	Confidential treatment obtained as to certain portions.

*	Management contract or compensatory plan or arrangement.

+	Filed herewith.

^	As provided in Rule 406T of Regulation S-T, the XBRL-related information in Exhibit 101 to this Form 10-K is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.

INDEX TO FINANCIAL STATEMENTS


	Page
Report of Independent Registered Public Accounting Firm		53
Consolidated Balance Sheets as of December 31, 2011 and March 31, 2011		54
Consolidated Statements of Operations for the Nine Months Ended December 31, 2011 and 2010 (unaudited) and for the Years Ended March 31, 2011 and 2010		55
Consolidated Statements of Stockholders’ Equity for the Nine Months Ended December 31, 2011 and for the Years Ended March 31, 2011 and 2010		56
Consolidated Statements of Cash Flows for the Nine Months Ended December 31, 2011 and 2010 (unaudited) and for the Years Ended March 31, 2011 and 2010		57
Notes to Consolidated Financial Statements		58

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Repligen Corporation:

We have audited the accompanying consolidated balance sheets of Repligen Corporation as of December 31, 2011 and March 31, 2011, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the nine months ended December, 31, 2011 and the years ended March 31, 2011 and 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Repligen Corporation at December 31, 2011 and March 31, 2011, and the consolidated results of its operations, and its cash flows for the nine months ended December, 31, 2011 and the years ended March 31, 2011 and 2010, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Repligen Corporation’s internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 15, 2012 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Boston, Massachusetts

March 15, 2012

REPLIGEN CORPORATION

CONSOLIDATED BALANCE SHEETS


	December 31, 2011			March 31, 2011
Assets
Current assets:
Cash and cash equivalents	$	11,167,745		$	14,203,544
Marketable securities		15,421,436			35,421,520
Accounts receivable, less reserve for doubtful accounts of $10,000		2,825,414			1,259,607
Royalties receivable		3,206,840			2,512,602
Inventories, net		13,363,073			1,953,976
Prepaid expenses and other current assets		910,298			492,767

Total current assets		46,894,806			55,844,016
Property, plant and equipment, at cost:
Leasehold improvements		5,864,797			3,879,130
Equipment		11,402,256			4,426,628
Furniture and fixtures		1,137,802			644,541
Construction in progress		209,860			—

Total property, plant and equipment, at cost		18,614,715			8,950,299
Less: Accumulated depreciation		(7,877,296	)		(6,793,984	)

Property, plant and equipment, net		10,737,419			2,156,315
Long-term marketable securities		9,435,350			11,878,201
Intangible assets, net		7,795,239			1,221,458
Goodwill		994,000			994,000
Restricted cash		200,000			200,000

Total assets	$	76,056,814		$	72,293,990

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	1,422,483		$	930,601
Accrued liabilities		6,041,038			3,692,523

Total current liabilities		7,463,521			4,623,124
Other long-term liabilities		2,469,412			584,162
Long-term deferred tax liability		136,881			—
Commitments and contingencies (Note 5)
Stockholders’ equity:
Preferred stock, $.01 par value, 5,000,000 shares authorized, no shares issued or outstanding		—			—
Common stock, $.01 par value, 40,000,000 shares authorized, 30,714,757 shares at December 31, 2011 and 30,812,257 shares at March 31, 2011 issued and outstanding		307,148			308,123
Additional paid-in capital		184,872,839			184,743,195
Accumulated other comprehensive income		113,627			—
Accumulated deficit		(119,306,614	)		(117,964,614	)

Total stockholders’ equity		65,987,000			67,086,704

Total liabilities and stockholders’ equity	$	76,056,814		$	72,293,990

The accompanying notes are an integral part of these consolidated financial statements.

REPLIGEN CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS


	Nine Months ended December 31,						Years ended March 31,
	2011			2010 (unaudited)			2011			2010
Revenue:
Product revenue	$	13,215,053		$	11,810,869		$	14,961,397		$	10,304,727
Royalty and other revenue		10,235,194			9,573,770			12,329,627			10,666,342

Total revenue		23,450,247			21,384,639			27,291,024			20,971,069
Operating expenses: (1)
Cost of product revenue		5,157,135			4,186,670			5,579,759			4,159,002
Cost of royalty and other revenue		1,315,315			1,160,775			1,537,666			1,347,168
Research and development		9,461,960			8,744,548			12,528,819			14,159,721
Selling, general and administrative		9,050,382			5,580,215			8,018,851			7,071,859
Gain on bargain purchase		(427,478	)		—			—			—

Total operating expenses		24,557,314			19,672,208			27,665,095			26,737,750

(Loss) income from operations		(1,107,067	)		1,712,431			(374,071	)		(5,766,681	)
Investment income		161,053			287,430			356,729			870,043
Interest expense		(27,773	)		(12,683	)		(26,167	)		(1,972	)
Other expense		(623,094	)		—			—			—

(Loss) income before income taxes		(1,596,881	)		1,987,178			(43,509	)		(4,898,610	)
Income tax provision (benefit)		15,744			—			—			(834,766	)

Net (loss) income	$	(1,612,625	)	$	1,987,178		$	(43,509	)	$	(4,063,844	)

Earnings (loss) per share:
Basic	$	(0.05	)	$	0.06		$	(0.00	)	$	(0.13	)

Diluted	$	(0.05	)	$	0.06		$	(0.00	)	$	(0.13	)

Weighted average shares outstanding:
Basic		30,774,467			30,778,430			30,781,881			30,752,041

Diluted		30,774,467			30,949,264			30,781,881			30,752,041

The accompanying notes are an integral part of these consolidated financial statements.

REPLIGEN CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY


	Common Stock						Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit			Stockholders’ Equity
	Number of Shares			Amount			Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit			Stockholders’ Equity
Balance, March 31, 2009		30,741,707		$	307,417		$	182,673,275		$	—	$	(113,857,261	)	$	69,123,431

Net loss													(4,063,844	)		(4,063,844	)
Share-based compensation expense								1,006,798								1,006,798
Exercise of stock options		20,100			201			53,790								53,991

Balance, March 31, 2010		30,761,807		$	307,618		$	183,733,863		$	—	$	(117,921,105	)	$	66,120,376

Net loss													(43,509	)		(43,509	)
Share-based compensation expense								1,003,266								1,003,266
Exercise of stock options		50,450			505			6,066								6,571

Balance, March 31, 2011		30,812,257		$	308,123		$	184,743,195		$	—	$	(117,964,614	)	$	67,086,704

Net loss													(1,612,625	)		(1,612,625	)
Unrealized gain on investments											6,338					6,338
Foreign currency translation adjustment											107,289					107,289

Comprehensive loss																(1,498,998	)

Share-based compensation expense								730,136								730,136
Repurchase and retirement of treasury stock		(100,000	)		(1,000	)		(600,492	)				270,625			(330,867	)
Exercise of stock options		2,500			25											25

Balance, December 31, 2011		30,714,757		$	307,148		$	184,872,839		$	113,627	$	(119,306,614	)	$	65,987,000

The accompanying notes are an integral part of these consolidated financial statements.

REPLIGEN CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Nine Months ended December 31,						Years ended March 31,
	2011			2010 (unaudited)			2011			2010
Cash flows from operating activities:
Net income (loss):	$	(1,612,625	)	$	1,987,178		$	(43,509	)	$	(4,063,844	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		1,274,597			1,274,247			1,674,528			1,378,999
Stock-based compensation expense		730,136			748,235			1,003,266			1,006,798
Deferred tax expense		15,744			—			—			—
Gain on bargain purchase		(427,478	)		—			—			—
Loss on revaluation of contingent consideration		28,182			—			—			—
Loss on disposal of assets		2,826			—			5,597			905
Changes in assets and liabilities:
Accounts receivable		3,551,969			(601,141	)		(689,569	)		(29,259	)
Royalties receivable		(694,238	)		(450,600	)		(216,602	)		(259,200	)
Inventories		(870,252	)		263,570			247,164			212,087
Prepaid expenses and other current assets		(190,007	)		(708,311	)		986,340			(545,522	)
Accounts payable		247,222			(291,824	)		(60,404	)		(931,567	)
Accrued liabilities		243,182			(408,224	)		383,237			782,200
Long-term liabilities		11,487			(25,447	)		(58,285	)		49

Net cash provided by (used in) operating activities		2,310,745			1,787,683			3,231,763			(2,448,354	)

Cash flows from investing activities:
Purchases of marketable securities		(49,465,924	)		(58,095,140	)		(84,329,731	)		(47,038,060	)
Sales of marketable securities		26,290,378			—			—			—
Redemptions of marketable securities		45,624,819			54,225,000			83,650,417			59,336,807
Acquisition of assets of BioFlash Partners, LLC		—			(300,000	)		(300,000	)		(1,780,000	)
Novozymes Acquisition		(26,884,428	)		—			—			—
Purchases of property, plant and equipment		(575,455	)		(317,982	)		(524,666	)		(597,349	)

Net cash (used in) provided by investing activities		(5,010,610	)		(4,488,122	)		(1,503,980	)		9,921,398

Cash flows from financing activities:
Exercise of stock options		25			25,758			6,571			53,991
Repurchase and retirement of treasury stock		(330,867	)		—			—			—
Principal payments under capital lease obligations		—			(56,850	)		(56,850	)		(42,405	)

Net cash (used in) provided by financing activities		(330,842	)		(31,092	)		(50,279	)		11,586

Effect of exchange rate changes on cash and cash equivalents		(5,092	)		—			—			—

Net (decrease) increase in cash and cash equivalents		(3,035,799	)		(2,731,531	)		1,677,504			7,484,630
Cash and cash equivalents, beginning of period		14,203,544			12,526,040			12,526,040			5,041,410

Cash and cash equivalents, end of period	$	11,167,745		$	9,794,509		$	14,203,544		$	12,526,040

Supplemental disclosure of non-cash investing activities:
Contingent consideration transferred in the Novozymes Acquisition	$	1,610,560		$	—		$	—		$	—

Contingent consideration transferred in acquisition of BioFlash Partners, LLC	$	—		$	—		$	—		$	560,000

Supplemental disclosure of cash flow information:
Income taxes refunded	$	—		$	—		$	—		$	(135,157	)

The accompanying notes are an integral part of these consolidated financial statements.

REPLIGEN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Information as of December 31, 2010 and for the nine months then ended is unaudited)

1.	Organization and Nature of Business

Repligen Corporation (“Repligen” or the “Company”) is a world-leading supplier of critical biologic products used to manufacture biologic drugs. The Company also applies its expertise in biologic product development to SecreFlo ^TM , for which the Company’s first new drug application (“NDA”) has been submitted and accepted for priority review by the U.S. Food and Drug Administration (“FDA”) and for which we have submitted a marketing authorization application (“MAA”) to the European Medicines Agency (“EMA”). The Company also has two central nervous system (“CNS”) rare disease clinical programs underway in Friedreich’s ataxia and spinal muscular atrophy. In addition, the Company has out-licensed certain biologics intellectual property from which we receive royalties from Bristol-Myers Squibb Company (“Bristol”) on their net sales in the United States of their product Orencia ^® .

As previously announced, in 2011 the Company changed its fiscal year end from March 31 to December 31. This Transition Report on Form 10-K reports the Company’s financial results for the nine-month period from April 1, 2011 through December 31, 2011, which is referred to as “the nine-month fiscal year ended December 31, 2011” throughout this report. Following this Transition Report, the Company will report on a twelve-month fiscal year beginning on January 1 and ending on December 31 of each year.

The Company is subject to a number of risks typically associated with companies in the biotechnology industry. These risks principally include the Company’s dependence on collaborative arrangements, development by the Company or its competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with the FDA and other governmental regulations and approval requirements, as well as the ability to grow the Company’s business and obtain adequate funding to finance this growth.

2.	Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Repligen Europe Limited and Repligen Sweden AB. All significant intercompany accounts and transactions have been eliminated in consolidation.

Foreign Currency

The Company translates the assets and liabilities of foreign subsidiaries at rates in effect at the end of the reporting period. Revenues and expenses are translated at average rates in effect during the reporting period. Translation adjustments are included in accumulated other comprehensive income.

Revenue Recognition

The Company generates product revenues from the sale of bioprocessing products to customers in the pharmaceutical and process chromatography industries. The Company recognizes revenue related to product

sales upon delivery of the product to the customer as long as there is persuasive evidence of an arrangement, the sales price is fixed or determinable and collection of the related receivable is reasonably assured. Determination of whether these criteria have been met is based on management’s judgments primarily regarding the fixed nature of the fee charged for the product delivered and the collectability of those fees. The Company has a few longstanding customers who comprise the majority of revenue and have excellent payment histories and therefore the Company does not require collateral. The Company has had no significant write-offs of uncollectible invoices in the periods presented.

At the time of sale, the Company also evaluates the need to accrue for warranty and sales returns. The supply agreements the Company has with its customers and related purchase orders identify the terms and conditions of each sale and the price of the goods ordered. Due to the nature of the sales arrangements, inventory produced for sale is tested for quality specifications prior to shipment. Since the product is manufactured to order and in compliance with required specifications prior to shipment, the likelihood of sales return, warranty or other issues is largely diminished. Sales returns and warranty issues are infrequent and have had nominal impact on the Company’s consolidated financial statements historically.

In April 2008, the Company settled its outstanding litigation with Bristol and began recognizing royalty revenue in fiscal year 2009 for Bristol’s net sales in the United States of Orencia ^® , which is used in the treatment of rheumatoid arthritis. Pursuant to the settlement with Bristol (see Note 9), the Company recognized royalty revenue of $8,769,000 for the nine-month fiscal year ended December 31, 2011 as well as $10,251,000 and $8,980,000 for the fiscal years ended March 31, 2011 and 2010, respectively. Revenue earned from Bristol royalties is recorded in the periods when it is earned based on royalty reports sent by Bristol to the Company. The Company has no continuing obligations to Bristol as a result of this settlement. The Company’s royalty agreement with Bristol provides that the Company will receive such royalty payments from Bristol through December 31, 2013.

During the year ended March 31, 2010, the Company earned and recognized approximately $1,009,000 in royalty revenue from ChiRhoClin, Inc. (“ChiRhoClin”) for their sales of secretin. Revenue earned from ChiRhoClin royalties was recorded in the periods when it was earned based on royalty reports sent by ChiRhoClin to the Company. In December 2009, ChiRhoClin fulfilled its royalty obligations to the Company for its sales of secretin. The Company does not expect to recognize any further royalty revenue from ChiRhoClin.

For the nine-month fiscal year ended December 31, 2011, the Company recognized $1,466,000 of revenue from sponsored research and development projects under agreements with the Muscular Dystrophy Association, the National Institutes of Health / Scripps Research Institute, the European Friedrich’s Ataxia Consortium for Translational Studies, Go Friedreich’s Ataxia Research (“GoFar”), and the Friedreich’s Ataxia Research Alliance. For the nine months ended December 31, 2010, the Company recognized $1,102,000 of revenue from sponsored research and development projects under agreements with the Muscular Dystrophy Association, the National Institutes of Health / Scripps Research Institute, GoFar, and the Friedreich’s Ataxia Research Alliance. For the nine months ended December 31, 2010, the Company also recognized approximately $733,000 in one-time grants under the Qualifying Therapeutic Discovery Project Program, which was created in March 2010 as part of the Patient Protection and Affordability Care Act.

In the fiscal year ended March 31, 2011, the Company recognized $1,346,000 of revenue from sponsored research and development projects under agreements with the Muscular Dystrophy Association, the National Institutes of Health / Scripps Research Institute, GoFar, and the Friedreich’s Ataxia Research Alliance. During the year ended March 31, 2011, the Company also recognized approximately $733,000 in one-time grants under the Qualifying Therapeutic Discovery Project Program, which was created in March 2010 as part of the Patient Protection and Affordability Care Act. For the fiscal year ended March 31, 2010, the Company recognized $677,000 of revenue from sponsored research and development projects under agreements with the Muscular Dystrophy Association, the National Institutes of Health / Scripps Research Institute, GoFar, and the Friedreich’s Ataxia Research Alliance.

Research revenue is recognized when the expense has been incurred and services have been performed. Determination of which costs incurred qualify for reimbursement under the terms of the Company’s contractual agreements and the timing of when such costs were incurred involves the judgment of management. The Company’s calculations are based upon the agreed-upon terms as stated in the arrangements. However, should the estimated calculations change or be challenged by other parties to the agreements, research revenue may be adjusted in subsequent periods. The calculations have not historically changed or been challenged and the Company does not anticipate any subsequent change in its revenue related to sponsored research and development projects.

There have been no material changes to the Company’s initial estimates related to revenue recognition in any periods presented in the accompanying consolidated financial statements.

The Company does not have any revenue arrangements with multiple deliverables that would be accounted for pursuant to Accounting Standards Board Update (“ASU”) No. 2009-13, “ Multiple Deliverable Revenue Arrangements ” (“ASU 2009-13”), or arrangements pursuant to which the Company expects to receive significant milestone payments that would be accounted for under ASU No. 2010-17, “ Revenue Recognition- Milestone Method .”

Risks and Uncertainties

The Company evaluates its operations periodically to determine if any risks and uncertainties exist that could impact its operations in the near term. The Company does not believe that there are any significant risks which have not already been disclosed in the consolidated financial statements. A loss of certain suppliers could temporarily disrupt operations, although alternate sources of supply exist for these items. The Company has mitigated these risks by working closely with key suppliers, identifying alternate sources and developing contingency plans.

Comprehensive Income (Loss)

The Company’s total comprehensive income (loss) consists of the following:


	Nine Months ended December 31,					Years ended March 31,
	2011			2010		2011			2010
Net (loss) income	$	(1,612,625	)	$	1,987,178	$	(43,509	)	$	(4,063,844	)
Other comprehensive income:
Unrealized gain on investments		6,338			—		—			—
Foreign currency translation gain		107,289			—		—			—

Comprehensive income (loss)	$	(1,498,998	)	$	1,987,178	$	(43,509	)	$	(4,063,844	)

Cash, Cash Equivalents and Marketable Securities

At December 31, 2011, the Company’s investments included money market funds as well as short-term and long-term marketable securities. Marketable securities are investments with original maturities of greater than 90 days. Long-term marketable securities are securities with maturities of greater than one year. The average remaining contractual maturity of marketable securities at December 31, 2011 is approximately 10.97 months.

Prior to September 30, 2011, the marketable securities were classified as held-to-maturity investments as the Company had the positive intent and ability to hold the investments to maturity. These investments were therefore recorded on an amortized cost basis. As of September 30, 2011, the Company no longer had the intent to hold certain of the marketable securities to maturity due to its intent to liquidate certain securities in October 2011 in connection with the Asset Transfer Agreement with Novozymes Biopharma DK A/S and Novozymes Biopharma Sweden AB, as described in Note 11. The Company reassessed the classification of its marketable

securities portfolio, accordingly, and concluded that the investment portfolio should be classified as available-for-sale. The transfer of held-to-maturity securities to available-for-sale securities was recorded at fair value, with the unrealized gain (loss) reported in other comprehensive income in accordance with Accounting Standards Codification 320-10, Investments-Debt and Equity Securities .

Management reviewed the Company’s investments as of December 31, 2011 and concluded that there are no securities with other than temporary impairments in the investment portfolio. The Company does not intend to sell any investments in an unrealized loss position and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases.

Investments in debt securities consisted of the following at December 31, 2011:


	December 31, 2011
	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss			Fair Value
Marketable securities:
U.S. Government and agency securities	$	8,373,355	$	3,126	$	(233	)	$	8,376,248
Corporate and other debt securities		7,046,222		3,336		(4,370	)		7,045,188

		15,419,577		6,462		(4,603	)		15,421,436
Long-term marketable securities:
U.S. Government and agency securities		8,399,428		2,223		(91	)		8,401,560
Corporate and other debt securities		1,031,443		2,347		—			1,033,790

		9,430,871		4,570		(91	)		9,435,350

Total	$	24,850,448	$	11,032	$	(4,694	)	$	24,856,786

At December 31, 2011, the Company’s investments included six debt securities in unrealized loss positions with a total unrealized loss of approximately $5,000 and a total fair market value of approximately $5,290,000. All investments with gross unrealized losses have been in unrealized loss positions for less than 12 months. The unrealized losses were caused primarily by current economic and market conditions. There was no change in the credit risk of the securities. There were no realized gains or losses on the investments for the nine-month fiscal year ended December 31, 2011 or the fiscal years ended March 31, 2011 and 2010.

Investments in debt securities consisted of the following at March 31, 2011:


	March 31, 2011
	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss			Fair Value
Marketable securities:
U.S. Government and agency securities	$	17,727,581	$	9,189	$	(852	)	$	17,735,918
Corporate and other debt securities		17,693,939		17,417		(4,578	)		17,706,778

		35,421,520		26,606		(5,430	)		35,442,696
Long-term marketable securities:
U.S. Government and agency securities		9,257,798		235		(15,613	)		9,242,420
Corporate and other debt securities		2,620,403		2,731		(1,744	)		2,621,390

		11,878,201		2,966		(17,357	)		11,863,810

Total	$	47,299,721	$	29,572	$	(22,787	)	$	47,306,506

The contractual maturities of debt securities at December 31, 2011 were as follows:


	Amortized Cost		Fair Value
Due in 1 year or less	$	15,419,577	$	15,421,436
Due in 1 to 2 years		9,430,871		9,435,350

	$	24,850,448	$	24,856,786

Fair Value Measurement

In determining the fair value of its assets and liabilities, the Company uses various valuation approaches. The Company employs a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. The fair value hierarchy is broken down into three levels based on the source of inputs as follows:


Level 1	—	Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.
Level 2	—	Valuations based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and models for which all significant inputs are observable, either directly or indirectly.
Level 3	—	Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The availability of observable inputs can vary among the various types of financial assets and liabilities. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for financial statement disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is categorized is based on the lowest level input that is significant to the overall fair value measurement.

The Company’s fixed income investments are comprised of obligations of U.S. government agencies, corporate debt securities and other interest bearing securities. These investments have been initially valued at the transaction price and subsequently valued, at the end of each reporting period, utilizing third party pricing services or other market observable data. The pricing services utilize industry standard valuation models, including both income and market based approaches and observable market inputs to determine value. These observable market inputs include reportable trades, benchmark yields, credit spreads, broker/dealer quotes, bids, offers, current spot rates and other industry and economic events. The Company validates the prices provided by third party pricing services by reviewing their pricing methods and matrices, obtaining market values from other pricing sources, analyzing pricing data in certain instances and confirming that the relevant markets are active. After completing its validation procedures, the Company did not adjust or override any fair value measurements provided by the pricing services as of December 31, 2011.

The Company has no other assets or liabilities for which fair value measurement is either required or has been elected to be applied, other than the liabilities for contingent consideration recorded in connection with the Novozymes Acquisition and the acquisition of the assets of BioFlash Partners, LLC (“BioFlash”). The contingent consideration related to Novozymes is valued using management’s estimates of expected future milestone payments based upon a probability weighted analysis to be paid to Novozymes Biopharma DK A/S. The

contingent consideration related to BioFlash is valued using management’s estimates of royalties to be paid to the former shareholders of BioFlash based on sales of the acquired assets. These valuations are Level 3 valuations as the primary inputs are unobservable. The following table provides a roll forward of the fair value of the contingent consideration:


Balance at March 31, 2011	$	558,484
Additions		1,610,560
Payments		—
Changes in Fair Value		28,182

Balance at December 31, 2011	$	2,197,226

The following fair value hierarchy table presents information about each major category of the Company’s assets measured at fair value on a recurring basis as of December 31, 2011:


	Fair value measurement at reporting date using:
	Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Total
Assets:
Money market funds	$	3,539,038	$	—	$	—	$	3,539,038
U.S. Government and agency securities		513,084		16,264,724		—		16,777,808
Corporate and other debt securities		—		8,078,978		—		8,078,978

Total	$	4,052,122	$	24,343,702	$	—	$	28,395,824

There were no remeasurements to fair value during the nine months ended December 31, 2011 of financial assets and liabilities that are not measured at fair value on a recurring basis.

Inventories

Inventories relate to the Company’s bioprocessing business. The Company values inventory at cost or, if lower, fair market value, using the first-in, first-out method. The Company reviews its inventories at least quarterly and records a provision for excess and obsolete inventory based on its estimates of expected sales volume, production capacity and expiration dates of raw materials, work-in process and finished products. Expected sales volumes are determined based on supply forecasts provided by key customers for the next three to 12 months. The Company writes down inventory that has become obsolete, inventory that has a cost basis in excess of its expected net realizable value, and inventory in excess of expected requirements to cost of product revenue. Manufacturing of bioprocessing finished goods is done to order and tested for quality specifications prior to shipment.

A change in the estimated timing or amount of demand for the Company’s products could result in additional provisions for excess inventory quantities on hand. Any significant unanticipated changes in demand or unexpected quality failures could have a significant impact on the value of inventory and reported operating results. During all periods presented in the accompanying financial statements, there have been no material adjustments related to a revised estimate of inventory valuations.

Work-in-process and finished products inventories consist of material, labor, outside processing costs and manufacturing overhead. Inventories consist of the following:


	December 31, 2011		March 31, 2011
Raw Materials	$	3,563,395	$	944,259
Work-in-process		5,936,578		518,374
Finished products		3,863,100		491,343

Total	$	13,363,073	$	1,953,976

Accrued Liabilities

The Company estimates accrued liabilities by identifying services performed on the Company’s behalf, estimating the level of service performed and determining the associated cost incurred for such service as of each balance sheet date. Examples of estimated accrued expenses include: (1) Fees paid to contract manufacturers in conjunction with the production of clinical materials. These expenses are normally determined through a contract or purchase order issued by the Company; (2) Service fees paid to organizations for their performance in conducting clinical trials. These expenses are determined by contracts in place for those services and communications with project managers on costs which have been incurred as of each reporting date; and (3) Professional and consulting fees incurred with law firms, audit and accounting service providers and other third party consultants. These expenses are determined by either requesting those service providers to estimate unbilled services at each reporting date for services incurred or tracking costs incurred by service providers under fixed fee arrangements.

The Company has processes in place to estimate the appropriate amounts to record for accrued liabilities, which principally involve the applicable personnel reviewing the services provided. In the event that the Company does not identify certain costs that have begun to be incurred or the Company under or over-estimates the level of services performed or the costs of such services, the reported expenses for that period may be too low or too high. The date on which certain services commence, the level of services performed on or before a given date, and the cost of such services often require the exercise of judgment. The Company makes these judgments based upon the facts and circumstances known at the date of the financial statements.

Income Taxes

Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Valuation allowances are provided, if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions using a “more-likely-than-not” threshold for recognizing and resolving uncertain tax positions. The evaluation of uncertain tax positions is based on factors including, but not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position. The Company evaluates this tax position on a quarterly basis. The Company also accrues for potential interest and penalties, related to unrecognized tax benefits in income tax expense.

Depreciation

Depreciation is calculated using the straight-line method over the estimated useful life of the asset as follows:


Classification		Estimated Useful Life
Leasehold improvements		Shorter of the term of the lease or estimated useful life
Equipment		Three to eight years
Furniture and fixtures		Three years

For depreciation of property and equipment, the Company expensed approximately $1,117,000 and $1,141,000 in the nine-month fiscal year ended December 31, 2011 and the nine-month period ended December 31, 2010, respectively, as well as $1,496,000 and $1,349,000 in the fiscal years ended March 31, 2011 and 2010, respectively. These amounts include depreciation of assets recorded under capitalized lease agreements of approximately $82,000 in the nine months ended December 31, 2010 as well as $82,000 and $34,000 in the fiscal years ended March31, 2011 and 2010, respectively. There was no depreciation of assets recorded under capitalized lease agreements in the nine-month fiscal year ended December 31, 2011.

Earnings (Loss) Per Share

The Company reports earnings (loss) per share in accordance with Accounting Standards Codification Topic 260, “ Earnings Per Share ,” which establishes standards for computing and presenting earnings per share. Basic earnings (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income available to common shareholders by the weighted-average number of common shares and dilutive common share equivalents then outstanding. Potential common share equivalents consist of restricted stock awards and the incremental common shares issuable upon the exercise of stock options and warrants. Under the treasury stock method, unexercised “in-the-money” stock options are assumed to be exercised at the beginning of the period or at issuance, if later. The assumed proceeds are then used to purchase common shares at the average market price during the period. Share-based payment awards that entitle their holders to receive non-forfeitable dividends before vesting are considered participating securities and are included in the calculation of basic and diluted earnings per share. Common share equivalents have not been included in the net loss per share computation for the nine-month fiscal year ended December 31, 2011 or for the fiscal years ended March 31, 2011 and 2010 because their effect is anti-dilutive.

A reconciliation of basic and diluted share amounts for the nine-month fiscal year ended December 31, 2011 and the nine-month period ended December 31, 2010 as well as the fiscal years ended March 31, 2011 and 2010 is as follows:


	Nine Months ended December 31,					Years ended March 31,
	2011			2010		2011			2010
Numerator:
Net income (loss)	$	(1,612,625	)	$	1,987,178	$	(43,509	)	$	(4,063,844	)
Denominator:
Basic weighted average common shares outstanding		30,774,467			30,778,430		30,781,881			30,752,041
Weighted average common stock equivalents from assumed exercise of stock options and restricted stock awards		—			170,834		—			—

Diluted weighted average common shares outstanding		30,774,467			30,949,264		30,781,881			30,752,041

Basic net income (loss) per common share	$	(0.05	)	$	0.06	$	(0.00	)	$	(0.13	)

Diluted net income (loss) per common share	$	(0.05	)	$	0.06	$	(0.00	)	$	(0.13	)

At December 31, 2011, there were outstanding options to purchase 2,823,400 shares of the Company’s common stock at a weighted average exercise price of $4.05 per share.

At December 31, 2010, there were outstanding options to purchase 2,566,450 shares of the Company’s common stock at a weighted average exercise price of $4.08 per share. For the nine-month fiscal year ended December 31, 2010, 1,771,100 shares of the Company’s common stock were excluded from the calculation of diluted earnings per share because the exercise prices of the stock options were greater than or equal to the average price of the common shares, and were therefore anti-dilutive.

Diluted weighted average shares outstanding for the nine-month fiscal year ended December 31, 2011 and the fiscal years ended March 31, 2011 and 2010 do not include the impact of 2,823,400, 2,580,600 and 2,318,650 outstanding potential common shares for stock options, respectively, as they would be anti-dilutive. Accordingly, basic and diluted net loss per share are the same for the nine-month fiscal year ended December 31, 2011 and the fiscal years ended March 31, 2011 and 2010.

Segment Reporting

The Company views its operations, makes decisions regarding how to allocate resources and manages its business as one operating segment. As a result, the financial information disclosed herein represents all of the material financial information related to the Company’s principal operating segment.

The following table represents the Company’s total revenue by geographic area (based on the location of the customer):


	Nine Months ended December 31,						Years ended March 31,
	2011			2010			2011			2010
United States		48	%		48	%		50	%		57	%
Sweden		44	%		45	%		42	%		36	%
Other		8	%		7	%		8	%		7	%

Total		100	%		100	%		100	%		100	%

The following table represents the Company’s total assets by geographic area:


	December 31, 2011		March 31, 2011
United States	$	44,223,080	$	72,293,990
Sweden		31,833,734		—

Total	$	76,056,814	$	72,293,990

The following table represents the Company’s long-lived assets by geographic area:


	December 31, 2011		March 31, 2011
United States	$	13,380,836	$	16,449,974
Sweden		15,781,172		—

Total	$	29,162,008	$	16,449,974

Concentrations of Credit Risk and Significant Customers

Financial instruments that subject the Company to significant concentrations of credit risk primarily consist of cash and cash equivalents, marketable securities and accounts receivable. Per the Company’s investment policy, cash equivalents and marketable securities are invested in financial instruments with high credit ratings and credit exposure to any one issue, issuer (with the exception of U.S. treasury obligations) and type of instrument is limited. At December 31, 2011 and 2010 as well as March 31, 2011 and 2010, the Company had no investments associated with foreign exchange contracts, options contracts or other foreign hedging arrangements.

Concentration of credit risk with respect to accounts receivable is limited to customers to whom the Company makes significant sales. While a reserve for the potential write-off of accounts receivable is maintained, the Company has not written off any significant accounts to date. To control credit risk, the Company performs regular credit evaluations of its customers’ financial condition.

Revenue from significant customers as a percentage of the Company’s total revenue is as follows:


	Nine Months ended December 31,						Years ended March 31,
	2011			2010			2011			2010
Orencia ^® Royalties from Bristol		37	%		37	%		38	%		43	%
Bioprocessing Customer A		44	%		45	%		42	%		36	%

Significant accounts receivable balances as a percentage of the Company’s total trade accounts receivable and royalties receivable balances are as follows:


	December 31, 2011			March 31, 2011
Orencia ^® Royalties from Bristol		53	%		56	%
Bioprocessing Customer A		31	%		21	%

Goodwill, Other Intangible Assets and Acquisitions

Acquisitions

Total consideration transferred for acquisitions (see Note 11) is allocated to the assets acquired and liabilities assumed, if any, based on their fair values at the dates of acquisition. The fair value of identifiable intangible assets is based on detailed valuations that use information and assumptions determined by management. Any excess of purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill. The fair value of contingent consideration includes estimates and judgments made by management regarding the probability that future contingent payments will be made and the extent of royalties to be earned in excess of the defined minimum royalties. Management updates these estimates and the related fair value of contingent consideration at each reporting period. Changes in the fair value of contingent consideration are recorded in the consolidated statements of operations.

The Company uses the income approach to determine the fair value of certain identifiable intangible assets including customer relationships and developed technology. This approach determines fair value by estimating after-tax cash flows attributable to these assets over their respective useful lives and then discounting these after-tax cash flows back to a present value. The Company bases its assumptions on estimates of future cash flows, expected growth rates, expected trends in technology, etc. Discount rates used to arrive at a present value as of the date of acquisition are based on the time value of money and certain industry-specific risk factors.

Goodwill

Goodwill is not amortized and is reviewed for impairment at least annually. There was no evidence of impairment to goodwill at December 31, 2011. There were no goodwill impairment charges during the nine-month fiscal year ended December 31, 2011 or the fiscal year ended March 31, 2011.

Other Intangible Assets

Intangible assets are amortized over their useful lives using the estimated economic benefit method, as applicable, and the amortization expense is recorded within selling, general and administrative expense in the statements of operations. Intangible assets and their related useful lives are reviewed at least annually to determine if any adverse conditions exist that would indicate the carrying value of these assets may not be recoverable. More frequent impairment assessments are conducted if certain conditions exist, including a change in the competitive landscape, any internal decisions to pursue new or different technology strategies, a loss of a significant customer, or a significant change in the marketplace, including changes in the prices paid for our products or changes in the size of the market for our products. An impairment results if the carrying value of the asset exceeds the estimated fair value of the asset based on the sum of the future undiscounted cash flows

expected to result from the use and disposition of the asset. If the estimate of an intangible asset’s remaining useful life is changed, the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. The Company continues to believe that its intangible assets are recoverable at December 31, 2011.

Other intangible assets consisted of the following at December 31, 2011:


	Gross Carrying Amount		Accumulated Amortization			Weighted Average Useful Life (in years)
Technology – developed	$	1,413,564	$	(184,402	)		8
Patents		240,000		(57,500	)		8
Customer relationships		6,508,147		(124,570	)		8

Total other intangible assets	$	8,161,711	$	(366,472	)		8

Other intangible assets consisted of the following at March 31, 2011:


	Gross Carrying Amount		Accumulated Amortization			Useful Life (in years)
Technology – developed	$	760,000	$	(110,834	)		8
Patents		240,000		(35,000	)		8
Customer relationships		430,000		(62,708	)		8

Total other intangible assets	$	1,430,000	$	(208,542	)

Amortization expense for amortized intangible assets was approximately $158,000 in the nine-month fiscal year ended December 31, 2011. The Company expects to record amortization expense of approximately $978,000 in each of the next five years.

Stock Based Compensation

The Company uses the Black-Scholes option pricing model to calculate the fair value of share-based awards on the grant date. The following assumptions are used in calculating the fair value of share-based awards:

Expected term —The expected term of options granted represents the period of time for which the options are expected to be outstanding. The expected term is presumed to be the midpoint between the vesting date and the end of the contractual term. In addition, for purposes of estimating the expected term, the Company has aggregated all individual option awards into one group as the Company does not expect substantial differences in exercise behavior among its employees.

Expected volatility —The expected volatility is a measure of the amount by which the Company’s stock price is expected to fluctuate during the expected term of options granted. The Company determines the expected volatility based primarily upon the historical volatility of the Company’s common stock over a period commensurate with the option’s expected term, exclusive of any events not reasonably anticipated to recur over the option’s expected term.

Risk-free interest rate —The risk-free interest rate is the implied yield available on U.S. Treasury zero-coupon issues with a remaining term equal to the option’s expected term on the grant date.

Expected dividend yield —The Company has never declared or paid any cash dividends on any of its capital stock and does not expect to do so in the foreseeable future. Accordingly, the Company uses an expected dividend yield of zero to calculate the grant-date fair value of a stock option.

Estimated forfeiture rates —The Company has applied, based on an analysis of its historical forfeitures, annual forfeiture rates of 8% for awards granted to non-executive level employees and 3% for awards granted to executive level employees to all unvested stock options as of December 31, 2011. The Company reevaluates this analysis periodically and adjusts these estimated forfeiture rates as necessary. Ultimately, the Company will only recognize expense for those shares that vest.

Recent Accounting Pronouncements

In June 2011, the Financial Accounting Standards Board issued ASU No. 2011-05, “ Comprehensive Income (Topic 220): Presentation of Comprehensive Income ” (“ASU 2011-05”), which requires an entity to present total comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. ASU 2011-05 does not change any of the components of comprehensive income, but it eliminates the option to present the components of other comprehensive income as part of the statement of stockholders equity. ASU 2011-05 is effective for the Company in the first quarter of fiscal year 2012 and will be applied retrospectively. The adoption of this standard will impact the Company’s financial statement presentation, but will not have a material impact on its financial position or results of operations.

3.	Income Taxes

For the nine-month fiscal year ended December 31, 2011, the tax provision of $16,000 is comprised of a $48,000 provision for a deferred tax liability related to goodwill amortization and a $32,000 benefit for a deferred tax asset related to a net operating loss for Repligen Sweden AB. For the fiscal year ended March 31, 2011, the Company had no current provisions for federal or state income taxes. For the fiscal year ended March 31, 2010, the tax benefit of ($834,766) is comprised of a current benefit for federal income taxes of ($834,766). The benefit for federal income taxes is due to the “Worker, Homeownership, and Business Assistance Act of 2009” (the “Act”) that was enacted in November 2009. Among other things, the Act suspended the limitation on the use of net operating losses to offset alternative minimum tax liabilities. The Company paid a total of approximately $835,000 of alternative minimum taxes in the fiscal years ended March 31, 2009 and 2008 combined. During the fiscal year ended March 31, 2011, the Company received a refund of approximately $835,000 upon filing its tax return for the fiscal year ended March 31, 2010 and related carry-back claim.

At December 31, 2011, the Company had net operating loss carryforwards of approximately $58,243,000 and business tax credits carryforwards of approximately $2,196,000 available to reduce future federal income taxes, if any. Additionally, at December 31, 2011, the Company had net operating loss carryforwards of approximately $4,816,000 and business tax credits carryforwards of approximately $2,986,000 available to reduce future state income taxes, if any. The net operating loss and business tax credits carryforwards will continue to expire at various dates through December 2031. The net operating loss and business tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and may be limited in the event of certain changes in the ownership interest of significant stockholders.

Our consolidated deferred tax assets (liabilities) consist of the following:


	December 31, 2011			March 31, 2011
Deferred tax assets:
Temporary timing differences	$	4,277,000		$	4,520,000
Net operating loss carryforwards		20,065,000			19,587,000
Tax business credits carryforwards		4,166,000			4,442,000

Total deferred tax assets		28,508,000			28,549,000
Valuation allowance		(28,476,000	)		(28,549,000	)

Net deferred tax assets	$	32,000		$	—
Deferred tax liabilities:
Goodwill	$	(48,000	)	$	—
Acquired intangibles		(89,000	)		—

Net deferred tax assets (liabilities)	$	(105,000	)	$	—

At December 31, 2011 and March 31, 2011, a full valuation allowance has been provided against the U.S. deferred tax assets, as it is uncertain if the Company will realize the benefits of such U.S. deferred tax assets. The valuation allowance increased $73,000 for the nine months ended December 31, 2011.

The reconciliation of the federal statutory rate to the effective income tax rate for the nine-month fiscal year ended December 31, 2011 and the fiscal years ended March 31, 2011 and 2010 is as follows:


	Period Ended,
	December 31, 2011					March 31, 2011					March 31, 2010
Loss before income taxes	$	(1,596,881	)	%		$	(43,509	)	%		$	(4,898,610	)	%

Expected tax (recovery) at statutory rate		(542,939	)	(34.0	)%		(14,793	)	(34.0	)%		(1,665,527	)	(34.0	)%
Adjustments due to:
Difference between U.S. and foreign tax		(19,287	)	(1.2	)%		—		(0.0	)%		—		(0.0	)%
State income and franchise taxes		52,905		3.3	%		96,141		221.0	%		(80,151	)	(1.6	)%
Utilization of loss carryforwards and business tax credits		(68,926	)	(4.3	)%		(66,126	)	(152.0	)%		(934,659	)	(19.1	)%
Transaction costs		240,842		15.1	%		—		0.0	%		—		0.0	%
Gain on bargain purchase		(112,427	)	(7.0	)%		—		(0.0	)%		—		(0.0	)%
Permanent differences		218,989		13.7	%		250,483		575.7	%		255,766		5.2	%
Change in valuation allowance		246,587		15.4	%		(265,706	)	(610.7	)%		1,589,805		32.5	%

Provision (benefit) for income taxes	$	15,744		1.0	%	$	—		(0.0	)%	$	(834,766	)	(17.0	)%

At December 31, 2011 as well as March 31, 2011 and 2010, the Company had no material unrecognized tax benefits.

The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. No interest and penalties have been recognized by the Company to date.

The fiscal years ended March 31, 2007 through March 31, 2011 as well as the nine-month fiscal year ended December 31, 2011 are subject to examination by the federal and state taxing authorities. Currently, a corporate excise tax audit is underway in the Commonwealth of Massachusetts for the fiscal years ended March 31, 2007 and 2008. To date, there are no proposed adjustments and the Company continues to believe no reserve is required under ASC 740 Income Taxes .

4.	Stockholders’ Equity

Common Stock and Warrants

At December 31, 2011, the Company has reserved 2,840,909 shares of common stock pursuant to the Plans, as described below. On April 6, 2007, the Company issued warrants to an individual at Scripps to purchase up to 150,000 shares of common stock at $0.01 per share, as discussed in Note 11. The warrants have a seven-year term and are exercisable based on performance criteria as detailed in the warrant agreement. At this time, the Company does not believe that the performance criteria are probable of being achieved in the near future.

Shareholder Rights Plan

Stock-Based Compensation

The 2001 Plan allows for the granting of incentive and nonqualified options and restricted stock and other equity awards to purchase shares of common stock. Incentive options granted to employees under the 2001 Plan generally vest over a four to five-year period, with 20%-25% vesting on the first anniversary of the date of grant and the remainder vesting in equal yearly installments thereafter. Nonqualified options issued to non-employee directors and consultants under the 2001 Plan generally vest over one year. Options granted under the 2001 Plan have a maximum term of ten years from the date of grant and generally, the exercise price of the stock options equals the fair market value of the Company’s common stock on the date of grant. At December 31, 2011, options to purchase 2,823,400 shares were outstanding under the 2001 Plan and the 1992 Repligen Corporation Stock Option Plan (collectively with the 2001 Plan, the “Plans”). At December 31, 2011, 17,509 shares were available for future grant under the 2001 Plan.

The Company uses the Black-Scholes option pricing model to calculate the fair value of share-based awards on the grant date. The fair value of share-based awards granted during the nine-month fiscal year ended December 31, 2011 and the nine-month period ended December 31, 2010 and during the fiscal years ended March 31, 2011 and 2010 were calculated using the following estimated weighted-average assumptions:


	Nine Months ended December 31,		Years ended March 31,
	2011	2010	2011	2010
Expected term (years)	6.5	6.5	6.5	6.5
Volatility	53.09% - 55.76%	57.58% - 63.60%	55.94% - 63.60%	58.12% - 65.14%
Risk-free interest rate	1.25% - 2.38%	1.81% - 2.62%	1.81% - 2.83%	2.54% - 3.14%
Expected dividend yield	—	—	—	—

The Company measures stock-based compensation cost at the grant date based on the estimated fair value of the award, and recognizes it as expense over the employee’s requisite service period on a straight-line basis. The Company has no awards with market or performance conditions. The Company recognizes stock-based compensation expense based upon options that are ultimately expected to vest, and accordingly, such compensation expense has been adjusted by an amount of estimated forfeitures.

Information regarding option activity for the nine-month fiscal year ended December 31, 2011 under the Plans is summarized below:


	Options Outstanding			Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Options outstanding at April 1, 2011		2,580,600		$	4.15
Granted		350,500			3.35
Exercised		(2,500	)		0.01
Forfeited/cancelled		(105,200	)		4.11

Options outstanding at December 31, 2011		2,823,400		$	4.05		6.19	$	631,199

Options exercisable at December 31, 2011		1,734,900		$	4.08		4.83	$	503,919

Vested and expected to vest at December 31, 2011 (1)		2,674,669		$	4.05		6.08	$	621,540

(1)

This represents the number of vested options as of December 31, 2011 plus the number of unvested options expected to vest as of December 31, 2011 based on the unvested outstanding options at December 31, 2011 adjusted for estimated forfeiture rates of 8% for awards granted to non-executive level employees and 3% for awards granted to executive level employees.

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the closing price of the common stock on December 31, 2011 of $3.47 and the exercise price of each in-the-money option) that would have been received by the option holders had all option holders exercised their options on December 31, 2011.

The weighted average grant date fair value of options granted during the nine-month fiscal year ended December 31, 2011 and the nine-month period ended December 31, 2010 was $1.89 and $1.95, respectively. The weighted average grant date fair value of options granted during the fiscal years ended March 31, 2011 and 2010 was $2.11 and $2.71, respectively. The total fair value of stock options that vested during the nine-month fiscal year ended December 31, 2011 and the nine-month period ended December 31, 2010 was approximately $804,000 and $817,000, respectively. The total fair value of stock options that vested during the fiscal years ended March 31, 2011 and 2010 was approximately $993,000 and $1,067,000, respectively.

As of December 31, 2011, there was $1,764,675 of total unrecognized compensation cost related to unvested share-based awards. This cost is expected to be recognized over a weighted average remaining requisite service period of 2.86 years. The Company expects 939,769 unvested options to vest over the next five years.

5.	Commitments and Contingencies

Lease Commitments

In 2001, the Company entered into a ten-year lease agreement for approximately 25,000 square feet of space located in Waltham, Massachusetts to be used for its corporate headquarters, manufacturing, research and development, and marketing and administrative operations. In July 2011, the Company amended this agreement to expand the lease to cover approximately 56,000 square feet and to extend the term of the lease by eleven years, which, depending on the commencement date of our occupancy of the expanded premises is expected to expire on or about May 31, 2023. In connection with this lease agreement, the Company issued a letter of credit in the amount of $200,000 to the lessor. The letter of credit is collateralized by a certificate of deposit held by the bank that issued the letter of credit. The certificate of deposit is classified as restricted cash in the accompanying balance sheet as of December 31, 2011 and March 31, 2011.

In 2007, the Company entered into a five-year lease agreement for approximately 2,500 square feet of space in Waltham, Massachusetts to provide for expanded manufacturing operations. Adjacent to this space, the Company entered into a two-year lease in 2008 for approximately 7,350 square feet of additional space to be used for expanded manufacturing and administrative operations. Both of these leases expire on May 31, 2012.

Following the completion of the Novozymes Acquisition, the Company now leases four adjacent buildings in Lund, Sweden totaling approximately 45,000 square feet of space used primarily for biologics manufacturing and administrative operations. The lease for three buildings totaling approximately 41,000 square feet expires on June 30, 2017 while the lease for the fourth building with approximately 4,000 square feet of space expires on September 30, 2019.

Obligations under non-cancelable operating leases, including the facility leases discussed above, as of December 31, 2011 are approximately as follows:


Years Ending	Operating Leases
December 31, 2012	$	2,123,000
December 31, 2013		2,296,000
December 31, 2014		2,293,000
December 31, 2015		2,289,000
December 31, 2016		2,289,000
Thereafter		8,677,000

Minimum lease payments	$	19,967,000

Rent expense charged to operations under operating leases was approximately $528,000 and $510,000 for the nine-month fiscal year ended December 31, 2011 and the nine-month period ended December 31, 2010, respectively, and $686,000 and $689,000 for the fiscal years ended March 31, 2011 and 2010, respectively. As of December 31, 2011 and March 31, 2011, the Company had deferred rent liabilities of $15,000 and $27,000, respectively, related to the escalating rent provisions for the Waltham headquarters.

Licensing and Research Agreements

The Company licenses certain technologies that are, or may be, incorporated into its technology under several agreements and also has entered into several clinical research agreements which require the Company to fund certain research projects. Generally, the license agreements require the Company to pay annual maintenance

fees and royalties on product sales once a product has been established using the technologies. The Company has recorded research and development expenses associated with license agreements of approximately $525,000 and $343,000 for the nine-month fiscal year ended December 31, 2011 and the nine-month period ended December 31, 2010, respectively, as well as $374,000 and $643,000 for the fiscal years ended March 31, 2011 and 2010, respectively.

In October 2009, the Company entered into an exclusive worldwide commercial license agreement with Families of Spinal Muscular Atrophy (see Note 10). The initial license fee of $500,000 and a related sublicense fee of $175,000 were charged to research and development expenses in the fiscal year ended March 31, 2010. A related sublicense fee of $65,000 was charged to research and development expenses in the fiscal year ended March 31, 2011. A related milestone payment of $500,000 was charged to research and development expenses in the nine month fiscal year ended December 31, 2011. If all milestones are achieved, total financial obligations under this agreement, including milestone payments, sublicense fees, and other charges, could total approximately $16,000,000. Given the uncertain nature of such a development program, the likelihood that products or services will result from the research program is not known at this time.

Purchase Orders, Supply Agreements and Other Contractual Obligations

In the normal course of business, the Company has entered into purchase orders and other agreement with manufacturers, distributors and others. Outstanding obligations at December 31, 2011 of approximately $2,326,000 are expected to be completed within one year.

6.	Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following:


	December 31, 2011		March 31, 2011
Equipment maintenance and services	$	424,328	$	179,153
Interest receivable		106,695		103,695
Prepaid insurance		251,418		95,233
Clinical and research expenses		13,714		57,630
Other		114,143		57,056

Total	$	910,298	$	492,767

7.	Accrued Liabilities

Accrued liabilities consist of the following:


	December 31, 2011		March 31, 2011
Employee compensation	$	2,741,738	$	1,466,225
Professional fees		871,086		87,634
VAT liabilities		566,542		—
Royalty and license fees		499,776		410,591
Unearned revenue		469,046		660,624
Research and development		142,695		759,450
Other accrued expenses		750,155		307,999

Total	$	6,041,038	$	3,692,523

8.	Employee Benefit Plans

In the U.S., the Repligen Corporation 401(k) Savings and Retirement Plan (the “401(k) Plan”) is a qualified defined contribution plan in accordance with Section 401(k) of the Internal Revenue Code. All U.S. employees over the age of 21 are eligible to make pre-tax contributions up to a specified percentage of their compensation. Under the 401(k) Plan, the Company may, but is not obligated to match a portion of the employees’ contributions up to a defined maximum. The match is calculated on a calendar year basis. The Company matched approximately $102,000 for the nine-month fiscal year ended December 31, 2011 as well as $108,000 and $117,000 for the fiscal years ended March 31, 2011 and 2010, respectively.

In Sweden, the Company contributes to a government-mandated occupational pension plan that is a qualified defined contribution plan. All employees in Sweden are eligible for this pension plan. The Company pays premiums to a third party occupational pension specialist who administers the pension plan. These premiums are based on various factors including each employee’s age, salary, employment history and selected benefits in the pension plan. When an employee terminates or retires, these premium payments cease for that employee and the Company has no further pension-related obligations for that employee. For the period from the completion of the Novozymes Acquisition on December 20, 2011 to December 31, 2011, the Company contributed approximately $10,000 to the pension plan.

9.	Royalty Arrangement with Bristol Myers Squibb Company (“Bristol”)

In 2008, the Company together with the University of Michigan entered into a settlement agreement with Bristol related to alleged patent infringement of a certain patent related to the treatment of rheumatoid arthritis. The settlement provides for Bristol to pay royalties on the United States net sales of Orencia ^® for any clinical indication at a rate of 1.8% for the first $500 million of annual net sales, 2.0% for the next $500 million of annual net sales and 4% of annual net sales in excess of $1 billion for each year from January 1, 2008 until December 31, 2013.

Pursuant to the Bristol Settlement, the Company recognized royalty revenue of $8,769,000 and $7,739,000 for the nine-month fiscal year ended December 31, 2011 and the nine-month period ended December 31, 2010, respectively, as well as $10,251,000 and $8,980,000 for the fiscal years ended March 31, 2011 and 2010, respectively.

The Company must also remit to the University of Michigan 15% of all royalty revenue received from Bristol. Royalty expense was $1,315,000 and $1,161,000 for the nine-month fiscal year ended December 31, 2011 and the nine-month period ended December 31, 2010, respectively, as well as $1,537,000 and $1,347,000 for the fiscal years ended March 31, 2011 and 2010, respectively. This operating expense is included on the statements of operations under the line item “Cost of royalty and other revenue.”

10.

License Agreements

The Scripps Research Institute

On April 6, 2007, the Company entered into an exclusive worldwide commercial license agreement (“License Agreement”) with The Scripps Research Institute (“Scripps”). Pursuant to the License Agreement, the Company obtained a license to use, commercialize and sublicense certain patented technology and improvements thereon, owned or licensed by Scripps, relating to compounds that may have utility in treating Friedreich’s ataxia, an inherited neurodegenerative disease. Research in tissues derived from patients, as well as from mice, indicates that the licensed compounds increase production of the protein frataxin, which suggests potential utility of these compounds in slowing or stopping progression of the disease. There are currently no approved treatments for Friedreich’s ataxia in the U.S.

Pursuant to the License Agreement, the Company agreed to pay Scripps an initial license fee of $300,000, certain royalty and sublicense fees and, in the event that the Company achieves specified developmental and

commercial milestones, certain additional milestone payments. Total future milestone payments, if all milestones were achieved, would be approximately $4,300,000. In addition, the Company issued Scripps and certain of its designees 87,464 shares of the Company’s common stock, which had a value of $300,000 on the date of issuance.

In connection with the License Agreement, the Company issued warrants to an individual at Scripps to purchase up to 150,000 shares of common stock. The warrants have a seven-year term and are exercisable based on performance criteria as detailed in the warrant agreement governing such warrants. No expense has been recorded related to these warrants through December 31, 2011, as none of the performance criteria have been achieved. At this time, the Company does not believe that the performance criteria are probable of being achieved.

The License Agreement with Scripps expires or may be terminated (i) when all of the royalty obligations under the License Agreement expire; (ii) at any time by mutual written consent; (iii) by Scripps if the Company (a) fails to make payments under the License Agreement, (b) fails to achieve certain developmental and commercial objectives, (c) becomes insolvent, (d) is convicted of a felony relating to the manufacture, use or sale of the licensed technology, or (e) defaults in its performance under the License Agreement; or (iv) by the Company upon 90 days written notice.

Families of Spinal Muscular Atrophy

On October 22, 2009, the Company entered into an exclusive worldwide commercial license agreement (“FSMA License Agreement”) with Families of Spinal Muscular Atrophy (“FSMA”). Pursuant to the FSMA License Agreement, the Company obtained an exclusive license to develop and commercialize certain patented technology, and improvements thereon, owned or licensed by FSMA, relating to compounds that may have utility in treating spinal muscular atrophy (“SMA”). SMA is an inherited neurodegenerative disease in which a defect in the survival motor neuron gene (“SMN”) results in low levels of the protein SMN and leads to progressive damage to motor neurons, loss of muscle function and, in many patients, early death.

Pursuant to the License Agreement, the Company paid FSMA an initial license fee of $500,000 and a related sublicense fee of $175,000 in the year ended March 31, 2010. In April 2011, the Company paid an additional $500,000 milestone payment to FSMA. These license fees were recorded as research and development expense in the statements of operations. If all milestones are achieved, total financial obligations under this agreement, including milestone payments, sublicense fees, and other charges, could total approximately $16,000,000. Given the uncertain nature of such a development program, the likelihood that products or services will result from the research program is not known at this time. The Company has therefore ascribed no value to the license or the related liability.

The License Agreement with FSMA expires or may be terminated (i) on the later of: (a) when all related patents have expired or been abandoned, or (b) 10 years following the first commercial sale of a licensed product; (ii) by FSMA if the Company (a) fails to make payments under the License Agreement, (b) fails to use commercially reasonable efforts towards development and commercial objectives, (c) fails to maintain the required insurance or becomes insolvent, or (d) defaults in its performance under the License Agreement.

11.

Acquisitions

Novozymes Biopharma Sweden AB

On December 20, 2011, the Company acquired the Novozymes Biopharma Business from Novozymes, for total consideration transferred of $28,495,000. The terms of the transaction required that the payment be denominated in Euros, but it is reflected here in U.S. dollars for presentation purposes. The Novozymes Acquisition diversifies and expands Repligen’s bioprocessing product offering and customer base while doubling the Company’s manufacturing capacity. The terms of the acquisition included an upfront payment of

$26,884,000 and future potential milestone payments totaling up to €4,000,000, if specific sales targets are met for certain products by various dates ending on December 31, 2014 and upon the transfer of manufacturing processes for certain products. This business will operate as the Company’s newly-formed, wholly-owned subsidiary, Repligen Sweden AB. The €4,000,000 contingent consideration had an initial probability-weighted fair value at acquisition of $1,611,000.

Consideration Transferred

The Company accounted for the Novozymes Acquisition as the purchase of a business under GAAP. Under the acquisition method of accounting, the assets of the Novozymes Biopharma Business were recorded as of the acquisition date, at their respective fair values, and consolidated with those of Repligen. The fair value of the net assets acquired was approximately $28,922,000, which exceeds the total consideration transferred of $28,495,000. Accordingly, the Company recognized the excess of the fair value of the net assets over the purchase price of approximately $427,000 as a gain on bargain purchase that is shown separately within income from operations in the consolidated statements of operations.

The Company believes that it was able to acquire the Novozymes Biopharma Business for less than the fair value of its assets because of (i) the Company’s unique position as a market leader in this industry segment and (ii) the seller’s intent to exit this industry segment, which was only a small part of the seller’s overall business and no longer fit its strategy.

The preparation of the valuation required the use of significant assumptions and estimates. Critical estimates included, but were not limited to, future expected cash flows, including projected revenues and expenses, and the applicable discount rates. These estimates were based on assumptions that the Company believes to be reasonable. However, actual results may differ from these estimates.

The total consideration transferred follows:


Cash consideration	$	26,884,000
Estimated fair value of contingent consideration		1,611,000

Total consideration transferred	$	28,495,000

The fair value of contingent consideration was determined based upon a probability weighted analysis of expected future milestone payments to be made to the seller. The Company could make payments of up to€ 4,000,000 if specific sales targets are met for certain products by various dates ending on December 31, 2014 and upon the transfer of manufacturing processes for certain products. The liability for contingent consideration is included in current and long-term liabilities on the consolidated balance sheets and will be remeasured at each reporting period until the contingency is resolved.

Acquisition related costs are not included as a component of consideration transferred, but are expensed in the periods in which the costs are incurred. The Company incurred approximately $1.7 million in transaction costs related to the Novozymes Acquisition. The transaction costs are included in selling, general and administrative expenses in the consolidated statements of operations.

Fair Value of Net Assets Acquired

The following chart summarizes the allocation of the fair value of assets acquired and liabilities assumed:


Accounts receivable	$	5,088,000
Inventory		10,497,000
Prepaid expenses		195,000
Fixed assets		9,089,000
Customer relationships and acquired technology		6,705,000
Deferred tax liability		(89,000	)
Accounts payable and other liabilities assumed		(2,563,000	)

Net assets acquired	$	28,922,000
Less total consideration transferred		(28,495,000	)

Gain on bargain purchase	$	427,000

The purchase price allocation is preliminary as a result of the fact that the Company has not yet received a final valuation report for the assets acquired and liabilities assumed. Adjustments to the allocation of fair value to the assets acquired and liabilities assumed could occur until such time as the final valuation report has been received.

Revenue, Net Loss and Pro Forma Presentation

Repligen Sweden AB recorded revenue of $4,000 and net income of $282,000 in the period from December 21, 2011 through December 31, 2011.

The Company has included the operating results of Repligen Sweden AB in its consolidated statements of operations since the December 20, 2011 acquisition date. The following table presents unaudited supplemental pro forma information as if the Novozymes Acquisition had occurred as of the first day of each period, April 1, 2011 and April 1, 2010, respectively.


	Nine Months ended December 31,
	2011			2010
Total revenue	$	36,516,279		$	32,330,882
Net loss		(5,987,923	)		(2,083,490	)

This unaudited pro forma financial information is presented for informational purposes only and is not intended to represent or be indicative of the consolidated results of operations of the Company that would have been reported had the acquisition been completed as of the beginning of the periods presented, and should not be taken as being representative of the future consolidated results of operations of the Company.

BioFlash Partners, LLC

On January 29, 2010, the Company acquired the assets of BioFlash Partners, LLC (“BioFlash”), including a technology platform for the production of pre-packed, “plug and play” chromatography columns for total consideration transferred of $2.6 million. This patented technology enables economical production of chromatography columns in a format that is ready for use in the production of a broad range of biopharmaceuticals, including monoclonal antibodies, vaccines and recombinant proteins. The terms of the acquisition included an upfront payment of $1.8 million, a milestone payment of $300,000 payable the earlier of (i) the date on which Repligen receives an acknowledgment executed by a specific customer or (ii) the second anniversary of the acquisition date, and future royalties based on product sales. The milestone payment was made to BioFlash in November 2010.

The Company will manufacture and sell these pre-packed columns under the brand name OPUS. OPUS pre-packed chromatography columns have the potential to improve manufacturing efficiencies by reducing time for column packing, set-up and cleaning.

Consideration Transferred

The Company accounted for the acquisition of the assets of BioFlash as the purchase of a business under GAAP. Under the acquisition method of accounting, the assets of BioFlash were recorded as of the acquisition date, at their respective fair values, and consolidated with those of Repligen. The purchase price was based upon estimates of the fair value of assets acquired. The preparation of the valuation required the use of significant assumptions and estimates. Critical estimates included, but were not limited to, future expected cash flows, including projected revenues and expenses, and the applicable discount rates. These estimates were based on assumptions that the Company believes to be reasonable. However, actual results may differ from these estimates. The Company incurred transaction costs of $90,707 associated with the acquisition of the assets of BioFlash.

The total consideration transferred follows:


Cash consideration	$	1,780,000
Liability for additional payment		300,000
Estimated fair value of contingent consideration		560,000

Total consideration transferred	$	2,640,000

The fair value of contingent consideration was determined based upon a probability weighted analysis of expected future royalty payments (and the fair value of a time-based additional payment) to be made to former shareholders of BioFlash. The liability for contingent consideration is included in current and long-term liabilities on the consolidated balance sheets and will be remeasured at each reporting period until the contingency is resolved.

Allocation of Consideration Transferred

The following chart summarizes the allocation of consideration transferred:


Intangible assets subject to amortization	$	1,430,000
Goodwill		994,000
Equipment		216,000

Total	$	2,640,000

The Company believes that the intangible assets were recorded at fair value at the date of acquisition and do not exceed the amount a third party would pay for the assets. The Company used the income approach to determine the fair value of the amortizable intangible assets.

Various factors contributed to the establishment of goodwill, including the expected business plans and opportunities to introduce future products to BioFlash’s customer base.

12.

Selected Quarterly Financial Data (Unaudited)

The following table contains consolidated statements of operations information for each of the previous eight quarters. The Company believes that the following information reflects all normal recurring adjustments necessary for a fair presentation of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period.


	December 31, 2011			September 30, 2011		June 30, 2011			March 31, 2011			December 31, 2010			September 30, 2010		June 30, 2010		March 31, 2010
	(in thousands, except per share amounts)
Revenue:
Product revenue	$	3,114		$	5,742	$	4,359		$	3,150		$	3,126		$	4,416	$	4,269	$	2,225
Royalty and other revenue		4,051			2,889		3,295			2,756			3,942			2,891		2,741		2,647

Total revenue		7,165			8,631		7,654			5,906			7,068			7,307		7,010		4,872
Operating expenses:
Cost of product revenue		1,511			2,093		1,553			1,393			1,449			1,472		1,266		885
Cost of royalty and other revenue		481			418		416			376			412			377		372		345
Research and development		2,870			3,075		3,517			3,785			2,930			3,119		2,695		3,453
Selling, general and administrative		4,268			2,493		2,289			2,438			1,980			1,813		1,788		1,952
Gain on bargain purchase		(427	)		—		—			—			—			—		—		—

Total operating expenses		8,703			8,079		7,775			7,992			6,771			6,781		6,121		6,635
(Loss) income from operations		(1,538	)		552		(121	)		(2,086	)		297			526		889		(1,763	)
Investment income		43			53		66			69			92			97		99		134
Interest expense		(28	)		—		—			(13	)		(13	)		—		—		—
Other expense		(623	)		—		—			—			—			—		—		—

(Loss) income before income taxes		(2,146	)		605		(55	)		(2,030	)		376			623		988		(1,629	)
Income tax provision		16			—		—			—			—			—		—		—

Net (loss) income	$	(2,162	)	$	605	$	(55	)	$	(2,030	)	$	376		$	623	$	988	$	(1,629	)

Earnings (loss) per share:
Basic	$	(0.07	)	$	0.02	$	(0.00	)	$	(0.06	)	$	0.01		$	0.02	$	0.03	$	(0.05	)

Diluted	$	(0.07	)	$	0.02	$	(0.00	)	$	(0.06	)	$	0.01		$	0.02	$	0.03	$	(0.05	)

Weighted average shares outstanding:
Basic		30,715			30,797		30,812			30,782			30,787			30,780		30,768		30,752

Diluted		30,715			30,934		30,812			30,782			31,005			30,920		30,926		30,752

Exhibit 10.18

Contract transfer of existing lease agreement no. 4301-7722-02 reg. the property situated in Hunnerup 1, Lund

PARTIES


Lanlord		I-Parken in Lund AB (corporate id. no. 556263-8394)

Previous tenant		Novozymes Biopharma AB (corporate id. no. 556727-0830)

Incoming tenant		Repligen Sweden AB (org.nr 556869-0704)

The parties agree as follows:

The incoming tenant, Repligen Sweden AB, takes over starting with 01-01-2012 the lease agreement no. 4301-7722-02 and thus the obligations and other terms and conditions imposed for the tenant under the contract.

In connection with this transfer, the lease agreement is extended until 06-30-2017. The other terms and condition of the agreement remain unchanged.

This transfer is subject to the guarantee commitments set out in Annex 1 of the “ Parent Company ” Repligen Corporation.

The incoming tenant has taken over, read and understood the content of the lease agreement.

The practical transfer of keys, any furniture and others is made between the old and new tenant.

This Agreement has been prepared in three identical copies where each party receives a copy. An English translation of this transfer has been made by the “Parent Company” acc. to Annex 2.


Malmö 2011-12-				Malmö 2011-12-
Novozymes Biopharma AB				Repligen Sweden AB

/s/ Mikael Bundgaard-Nielsen				/s/ Walter Herlihy

Malmö 2011-12-
I-Parken i Lund AB

/s/ Johan Sjostedt

Contract transfer of existing lease agreement no. 4301-7724-07 reg. the property situated in Hunnerup 1, Lund

PARTIES


Lanlord		I-Parken i Lund AB (corporate id. no. 556263-8394)

Previous tenant		Novozymes Biopharma AB (corporate id. no. 556727-0830)

Incoming tenant		Repligen Sweden AB (org.nr 556869-0704)

The parties agree as follows:

The incoming tenant, Repligen Sweden AB, takes over starting with 01-01-2012 the lease agreement no. 4301-7724-07 and thus the obligations and other terms and conditions imposed for the tenant under the contract.

In connection with this transfer, the lease agreement is extended until 06-30-2017. The other terms and condition of the agreement remain unchanged.

This transfer is subject to the guarantee commitments set out in Annex 1 of the “ Parent Company ” Repligen Corporation.

The incoming tenant has taken over, read and understood the content of the lease agreement.

The practical transfer of keys, any furniture and others is made between the old and new tenant.

This Agreement has been prepared in three identical copies where each party receives a copy. An English translation of this transfer has been made by the “Parent Company” acc. to Annex 2.


Malmö 2011-12-				Malmö 2011-12-
Novozymes Biopharma AB				Repligen Sweden AB

/s/ Mikael Bundgaard-Nielsen				/s/ Walter Herlihy

Malmö 2011-12-
I-Parken i Lund AB

/s/ Johan Sjostedt

Contract transfer of existing lease agreement no. 4301-7734-01 reg. the property situated in Hunnerup 1, Lund

PARTIES


Lanlord		I-Parken i Lund AB (corporate id. no. 556263-8394)

Previous tenant		Novozymes Biopharma AB (corporate id. no. 556727-0830)

Incoming tenant		Repligen Sweden AB (org.nr 556869-0704)

The parties agree as follows:

The incoming tenant, Repligen Sweden AB, takes over starting with 01-01-2012 the lease agreement no. 4301-7734-01 and thus the obligations and other terms and conditions imposed for the tenant under the contract.

In connection with this transfer, the lease agreement is extended until 06-30-2017. The other terms and condition of the agreement remain unchanged.

This transfer is subject to the guarantee commitments set out in Annex 1 of the “ Parent Company ” Repligen Corporation.

The incoming tenant has taken over, read and understood the content of the lease agreement.

The practical transfer of keys, any furniture and others is made between the old and new tenant.

This Agreement has been prepared in three identical copies where each party receives a copy. An English translation of this transfer has been made by the “Parent Company” acc. to Annex 2.


Malmö 2011-12-				Malmö 2011-12-
Novozymes Biopharma AB				Repligen Sweden AB

/s/ Mikael Bundgaard-Nielsen				/s/ Walter Herlihy

Malmö 2011-12-
I-Parken i Lund AB

/s/ Johan Sjostedt

Contract transfer of existing lease agreement no. 4301-7804-01 reg. the property situated in Hunnerup 1, Lund

PARTIES


Lanlord		I-Parken i Lund AB (corporate id. no. 556263-8394)

Previous tenant		Novozymes Biopharma AB (corporate id. no. 556727-0830)

Incoming tenant		Repligen Sweden AB (org.nr 556869-0704)

The parties agree as follows:

The incoming tenant, Repligen Sweden AB, takes over starting with 01-01-2012 the lease agreement no. 4301-7804-01 and thus the obligations and other terms and conditions imposed for the tenant under the contract.

In connection with this transfer, the lease agreement is extended until 06-30-2017. The other terms and condition of the agreement remain unchanged.

This transfer is subject to the guarantee commitments set out in Annex 1 of the “ Parent Company ” Repligen Corporation.

The incoming tenant has taken over, read and understood the content of the lease agreement.

The practical transfer of keys, any furniture and others is made between the old and new tenant.

This Agreement has been prepared in three identical copies where each party receives a copy. An English translation of this transfer has been made by the “Parent Company” acc. to Annex 2.


Malmö 2011-12-				Malmö 2011-12-
Novozymes Biopharma AB				Repligen Sweden AB

/s/ Mikael Bundgaard-Nielsen				/s/ Walter Herlihy

Malmö 2011-12-
I-Parken i Lund AB

/s/ Johan Sjostedt


[logo]	LEASING AGREEMENT	Page 5 (4)
THE SWEDISH PROPERTY FEDERATION	FOR NON-RESIDENTIAL PREMISES	No. 4301-7804-00


The undersigned have this day entered into the following Lease Agreement:		An X in a box means that the text following thereafter applies


[logo]	LEASE CONTRACT

Page 1 (2)

	FOR OFFICE SPACE	No. 33001 7722 02

THE SWEDISH PROPERTY OWNERS’ ASSOCIATION

Today, the undersigned have made the following lease agreement: A check in the box

means that the text following is applicable.

Landlord

i-parken i Lund AB

Sign.

556263-8394

Tenant

PIN/org. no.

Sign.

Novozymes Biopharma AB

556627-0830

Address of Office space

etc.

Municipality

Property designation

Lund

Hennerup

Street address

Stairs/house

Apartment no.

S.t Lars v

Condition and use of

the office space

Unless otherwise indicated, the office space with associated facilities is being leased for use as:

Laboratory and office

Size and extent of the office space

Shop area

Office area in

Storage area in

Other area

plan

m ²

plan

m ²

Approx.

3015

plan

m ²

plan

m ²

plan

m ²

Appendix

¨ The extent of the leased office space has been marked on the attached drawing(s).

car access for loading and unloading ¨

¨ place for sign

place for

display stand / machine ¨

parking

space(s) for

¨ car(s)

garage space(s)

for

¨ car(s)

¨ outbuilding

Furnishings,

etc.

The office space is leased

In the event that the lease terminates, the Tenant, unless otherwise agreed, shall

Appendix

Notice

Note that in certain cases, in addition to marking a box with an X, an appendix must be appended to the Agreement in order for the agreement set forth in such appendix to be binding. This applies, for example, with respect to an index clause, a property tax clause and the Tenant’s right to a reduction of rent in conjunction with customary maintenance.

In addition, see Instructions prepared by the organizations.

Swedish Property Federation form no. 12B, prepared in 1998 in consultation with the Swedish Federation of Trade and the Swedish Hotels- and Restaurants Association (SHR). Copying prohibited.


	Initial	Initial

License number: 2160-9981-2121-41. Version no. 6.5. Registered to: Sveareal AB	[initialled]


		LEASING AGREEMENT		Page 6 (4)

		FOR NON-RESIDENTIAL PREMISES		No. 4301-7804-00


The undersigned have this day entered into the following Lease Agreement:		An X in a box means that the text following thereafter applies

without special furnishings intended for the business

with special furnishing intended for the business according to appendix

remove his property and restore the office space to an acceptable condition.

Lease term

From

08/01/2005

Through

11/30/2013

Termination period /

Extension period

Termination of this contract

must occur in writing at least

months

before the expiry of the agreed upon rental months period; otherwise the contract is extended by time.

months
36 each

Rent

SEK

5,600,000 per year, comprising ¨ total rent

x rent excl. rent supplement marked below

Index –

clause

Change of above-mentioned rent occurs in accordance with attached index clause

Appendix

Heating and

hot water

Necessary heating of the office space is arranged for by

Hot water is provided

¨ the Landlord ¨ the Tenant

x the whole year ¨ not at all ¨

Cost

Fuel / heat supplement is paid in accordance with attached clause currently debited by 439000.00 / year

Appendix

Water and

sewage cost

x Water and sewage supplement is paid in accordance with attached clause currently debited by 215000.00 / year

Appendix

Cooling

Ventilation

Costs for operation of special cooling and ventilation

Appendix

facility is compensated in accordance with attached clause

Electricity

included in the rent

x the Tenant has his own subscription

Stairway

cleaning

included in the rent

x to be arranged and paid by the Tenant

Packaging

and waste

collection

included in the rent

¨ to be arranged and paid by the Tenant

~~(however, it is incumbent on the Landlord to provide waste bins and necessary~~

Notice

In addition, see Instructions prepared by the organizations.

Swedish Property Federation form no. 12B, prepared in 1998 in consultation with the Swedish Federation of Trade and the Swedish Hotels- and Restaurants Association (SHR). Copying prohibited.


	Initial	Initial

License number: 2160-9981-2121-41. Version no. 6.5. Registered to: Sveareal AB	[initialled]


		LEASING AGREEMENT		Page 7 (4)

		FOR NON-RESIDENTIAL PREMISES		No. 4301-7804-00


The undersigned have this day entered into the following Lease Agreement:		An X in a box means that the text following thereafter applies

Snow removal

and sanding

included in the rent

to be arranged and paid by the Tenant

Property tax

included in the rent

compensation for this tax is paid according to special agreement

| Appendix

Unanticipated

costs

If, after signing the agreement, unanticipated increases in costs for the property arise due to

a) introduction or increase of outgoing tax specific to the property, fees, or charges which the Parliament, government, municipality, or authority may decide

b) general refurbishment measures or the like on the property which not only concern the office space and which the Landlord is required to perform as a result of a decision of the Parliament, government, municipality, or authority.

the Tenant shall, with effect from the entry of the costs, pay compensation to the Landlord for the accruing share at the office space of the total annual costs for the property.

The office space’s share is 14.9 percent. If the share has not been stated, it is made up of the Tenant’s rent (excl. any VAT) in relation to rents based on the property (excl. any VAT) at the time of the cost increase. For office space not leased, an estimate of the market rent for the office space is thus made.

By tax according to a) above, VAT and property taxes are not intended, to the extent that compensation is paid for this [tax] in accordance with the agreement.

By unanticipated costs, such costs are meant which are not decided by the bodies specified under a) and b), at the time of the agreement’s entry into force. The compensation is paid according to the rules below which relate to the payment of rent.

Value Added Tax (VAT)

x The property owner / Landlord is liable for VAT for renting the office space. In addition to the rent, the Tenant shall compensate applicable VAT on each occasion.

¨ If the property owner / Landlord, after a decision of the Tax Agency, becomes liable for VAT for renting the office space, in addition to the rent, the Tenant shall compensate applicable VAT on each occasion.

The VAT that is paid with the rent is calculated on the specified rent amount as well as, in accordance with the rules for VAT on rent that are in force at the time, on, where applicable in accordance with the lease contract, outgoing supplement and other compensation.

Notice

In addition, see Instructions prepared by the organizations.

Swedish Property Federation form no. 12B, prepared in 1998 in consultation with the Swedish Federation of Trade and the Swedish Hotels- and Restaurants Association (SHR). Copying prohibited.


	Initial	Initial

License number: 2160-9981-2121-41. Version no. 6.5. Registered to: Sveareal AB	[initialled]


		LEASING AGREEMENT		Page 8 (4)

		FOR NON-RESIDENTIAL PREMISES		No. 4301-7804-00


The undersigned have this day entered into the following Lease Agreement:		An X in a box means that the text following thereafter applies

The Property Owner’s Association of Sweden form no. 12 A prepared in 1991 in consultation with the Swedish Trade Federation / Swedish Hotel and Restaurant Association. Reprinting is prohibited. Lic. no.: 2160-3442-6750-20. Version no. 6.0. Licensed to: Realia Fastighets AB.


	LEASE CONTRACT

Page 2 (2)

	FOR OFFICE SPACE	No. 33001 7722 02


	A check in the box means that the text following is applicable.
Rent payment	The rent is paid in advance, without request, no later than the last working day before each x beginning of the quarter ¨ beginning of the month by deposit into		Postal giro no. 4888101-5	Bank giro no. 5480-6419
Interest, payment reminder	In the event of late payment of rent, the Tenant shall pay both interest according to the Interest Rate Act, and compensation for a written payment reminder according to the Act concerning compensation for collection charges, etc. Compensation for reminders is paid with the amount that applies on each occasion, according to the regulation concerning compensation for collection charges, etc.
Maintenance, etc.	¨ The Landlord shall perform and pay for necessary maintenance of the office space and furnishings provided by him	However, the Tenant is responsible for			Appendix
	x The Tenant shall perform and pay for necessary maintenance of floor surfaces, walls, and ceilings, as well as furnishings provided by the Landlord	In addition, the Tenant’s maintenance obligation includes:			Appendix
	¨ The distribution of the maintenance responsibility appears in a separate appendix				Appendix
	The Tenant is not entitled to a reduction of the rent for obstruction or in usufruct during the period during which the Landlord has ordinary maintenance executed on the property or the leased premises. However, it is incumbent upon the Landlord to inform the Tenant in advance of the nature of the work and its extent, as well as when and during what period of time the work is to be performed. In case the tenancy applies to shop premises / trade premises, with operations dependent upon the influx of customers, the

Notice

In addition, see Instructions prepared by the organizations.

Swedish Property Federation form no. 12B, prepared in 1998 in consultation with the Swedish Federation of Trade and the Swedish Hotels- and Restaurants Association (SHR). Copying prohibited.


	Initial	Initial

License number: 2160-9981-2121-41. Version no. 6.5. Registered to: Sveareal AB	[initialled]


		LEASING AGREEMENT		Page 9 (4)

		FOR NON-RESIDENTIAL PREMISES		No. 4301-7804-00


The undersigned have this day entered into the following Lease Agreement:		An X in a box means that the text following thereafter applies


	clause shall be valid only if a special agreement has been made in this regard.
	It is incumbent upon ¨ the Landlord x the Tenant	at his own liability and expense to be responsible for the measures that may be required by insurance companies or construction boards, environmental and health boards, fire authorities, or authorities, after the day of admission, for the office space’s utilization for the intended application. The Tenant shall consult with the Landlord before the measures are taken.
	If the Tenant makes modifications to the office space without the necessary building permits, and as a result of this the Landlord is forced, according to the rules of PBL, to pay building fees or surcharges, the Tenant shall pay the corresponding amount to the Landlord.
Signs, awnings, windows, doors, etc.	The Tenant is entitled, after consultation with the Landlord, to erect signs customary to the business, under the precondition that the Landlord has no reasonable cause to refuse and that the Tenant has obtained the necessary permits from the concerned authorities. When vacating the office space, it is incumbent upon the Tenant to restore the façade to an acceptable condition. In the event of more extensive property maintenance, such as façade renovation, it is incumbent upon the Tenant, at his own expense and without compensation, to disassemble and reassemble signs, awnings, and antennae. The Landlord shall not erect machines and display cases on the outer walls of the office space rented by the Tenant, without the Tenant’s consent, and [he] shall allow the Tenant the optional right to erect machines and display cases on the walls in question.
	¨ The Landlord x The Tenant is responsible for damages to display windows, entrance doors, and signs.
	x The Tenant is obligated to sign and maintain glass insurance on all display windows and entrance doors belonging to the office space.
Locks	It is incumbent upon ¨ the Landlord x the Tenant		to equip the office space with such locks and anti-theft devices as are required for the Tenant’s business or enterprise insurance.
Force majeure	The Landlord exonerates himself from the obligation to perform his part of the agreement and from the obligation to pay for damages if his commitment cannot be fulfilled at all, or only at abnormally high expense, due to war or riot, such work stoppage, blockade, fire, explosion, or intervention by public authorities which the Landlord has no control over and could not foresee.
Security	The precondition for the applicability of this agreement is that a security in the form of a			Appendix
	¨ bank guarantee ¨ security ¨ be deposited no later than
Special				Appendix

Notice

In addition, see Instructions prepared by the organizations.

Swedish Property Federation form no. 12B, prepared in 1998 in consultation with the Swedish Federation of Trade and the Swedish Hotels- and Restaurants Association (SHR). Copying prohibited.


	Initial	Initial

License number: 2160-9981-2121-41. Version no. 6.5. Registered to: Sveareal AB	[initialled]


		LEASING AGREEMENT		Page 10 (4)

		FOR NON-RESIDENTIAL PREMISES		No. 4301-7804-00


The undersigned have this day entered into the following Lease Agreement:		An X in a box means that the text following thereafter applies

provisions

see Appendix

Signature

This contract, which must not be entered into without special consent, has been drafted in two identical copies, of which the parties each received one. The previous agreement between the parties concerning this office space ceases to be valid as of this agreement’s entry into force.

Place/date

[handwritten:] 05/05/31

Place/date

Bagsværd 05/27/05

Landlord

Tenant

[stamp:]

Arne W. Schmidt

i-parken i Lund AB

Novozymes Biopharma AB

Group Director

[signature]

Printed name

Christopher Nilsson

[signature]

[stamp:]

Niels Münter

Legal Counsel

Novozymes A/S

Krogshoejvej 36

DK-2880 Bagsværd

Agreement to

vacate

Due to agreement made on this day, the contract ceases to apply as of until the day on which the Tenant undertakes to vacate.

Place/date

Landlord

Tenant

Transfer

The lease contract above is transferred as of

Incoming Tenant

Outgoing Tenant

PIN/org. no.

Above

transfer

is approved

Place/date

Landlord

Notice

In addition, see Instructions prepared by the organizations.

Swedish Property Federation form no. 12B, prepared in 1998 in consultation with the Swedish Federation of Trade and the Swedish Hotels- and Restaurants Association (SHR). Copying prohibited.


	Initial	Initial

License number: 2160-9981-2121-41. Version no. 6.5. Registered to: Sveareal AB	[initialled]


		LEASING AGREEMENT		Page 11 (4)

		FOR NON-RESIDENTIAL PREMISES		No. 4301-7804-00


The undersigned have this day entered into the following Lease Agreement:		An X in a box means that the text following thereafter applies

The Property Owners’ Association of Sweden form no. 12 A prepared in 1991 in consultation with the Swedish Trade Federation / Swedish Hotel and Restaurant Association. Reprinting is prohibited. Lic. no.: 2160-3442-6750-20. Version no. 6.0. Licensed to: Realia Fastighets AB.


[logo]		INDEX CLAUSE
Page 1 (2)
THE PROPERTY OWNERS’ ASSOCIATION Appendix no. 1		for office space


Concerning	Lease contract no.	in the property
Concerning	33001 7722 02	Hennerup
Landlord	i-parken i Lund AB 556263-8394
Tenant	Novozymes Biopharma AB 556627-0830
Clause	Of the rent amount specified in the contract, 5,600,000 SEK , 100 % or 5,600,000 SEK shall constitute the base rent. During the lease period, an addition to the rent amount shall be paid with respect to changes in the consumer price index (total index with 1980 as the base year), with a certain percent of the base rent, according to the reasons below. • For lease agreements that begin at any time during the period 01/01 – 06/30, the base rent is adjusted to the index value for October of the previous year.

Notice

In addition, see Instructions prepared by the organizations.

Swedish Property Federation form no. 12B, prepared in 1998 in consultation with the Swedish Federation of Trade and the Swedish Hotels- and Restaurants Association (SHR). Copying prohibited.


	Initial	Initial

License number: 2160-9981-2121-41. Version no. 6.5. Registered to: Sveareal AB	[initialled]


		LEASING AGREEMENT		Page 12 (4)

		FOR NON-RESIDENTIAL PREMISES		No. 4301-7804-00


The undersigned have this day entered into the following Lease Agreement:		An X in a box means that the text following thereafter applies


	• For lease agreements that begin at any time during the period 07/01 – 12/31, the base rent is instead adjusted to the index value for October of the same period. • The index value for October, to which the base rent is considered to be adjusted in accordance with the above, constitutes the base number unless otherwise agreed upon as follows by indicating the year. Otherwise agreed upon base number, namely the index value for October 2004. If the index value should rise in relation to the base number in any subsequent October, an addition shall be paid with the percentage by which the index value is changed in relation to the base number. In the continuation, the addition shall be paid in relation to the index changes, whereby the change in rent is calculated on the basis of the percent change between the base number and the index number for the respective October. Outgoing rent, however, shall never be set lower than the rent amount specified in the contract. The change in rent always occurs as of January 1 after the October index occasions the recalculation. The instructions on page 2 are applicable to the agreement.
Signature	Place/date [handwritten:] 05/05/31	Place/date [handwritten:] Bagsværd
	Landlord i-parken i Lund AB	Tenant Novozymes Biopharma AB [signature]
	Landlord i-parken i Lund AB	Printed name [stamp:] Arne W. Schmidt Group Director

Notice

In addition, see Instructions prepared by the organizations.

Swedish Property Federation form no. 12B, prepared in 1998 in consultation with the Swedish Federation of Trade and the Swedish Hotels- and Restaurants Association (SHR). Copying prohibited.


	Initial	Initial

License number: 2160-9981-2121-41. Version no. 6.5. Registered to: Sveareal AB	[initialled]


		LEASING AGREEMENT		Page 13 (4)

		FOR NON-RESIDENTIAL PREMISES		No. 4301-7804-00


The undersigned have this day entered into the following Lease Agreement:		An X in a box means that the text following thereafter applies

[signature]

Tenant

[signature]

Christopher Nilsson

Printed name

[stamp:]

Niels Münter

Legal Counsel

Novozymes A/S

Krogshoejvej 36

DK-2880 Bagsværd

The Landlord’s own entry on base number: 281

The Swedish Property Owners’ Association form no. SE, prepared in 1999 in consultation with the Swedish Trade Federation and the Swedish Hotel and Restaurant Association. The copy of the instructions was revised in May 2002. Reprinting is prohibited.

Lic. no.: 2160-3442-6750-20. Version no. 6.0. Licensed to: Realia Fastighets AB.

Page 2 (2)

Instructions for the Index Clause for Office Space

The Base Rent

Whether the whole or some part of the rent amount specified in this agreement should constitute the base rent is a matter for negotiation, and may otherwise depend on the lease terms (such as, for example, the rent’s size in SEK/m ² and

Notice

In addition, see Instructions prepared by the organizations.

Swedish Property Federation form no. 12B, prepared in 1998 in consultation with the Swedish Federation of Trade and the Swedish Hotels- and Restaurants Association (SHR). Copying prohibited.


	Initial	Initial

License number: 2160-9981-2121-41. Version no. 6.5. Registered to: Sveareal AB	[initialled]


		LEASING AGREEMENT		Page 14 (4)

		FOR NON-RESIDENTIAL PREMISES		No. 4301-7804-00


The undersigned have this day entered into the following Lease Agreement:		An X in a box means that the text following thereafter applies

the year, as well as the other obligations that are incumbent upon the Tenant, etc.).

The Base Number

The index number for October, to which the base rent is considered to be adjusted, makes up the base number unless otherwise indicated by indicating the year (see the provisions on page 1).

A comparison of indices occurs as soon as the year’s October index is published. In recent years, the October index has been published in mid-November.

Calculation of the rent supplement

Calculate the difference between the current October index and the base number.

If the difference is positive, the calculated difference is divided by the base number.

The size of the rent supplement is calculated by this quotient, multiplied by the base rent.

Example

Calculation of rent supplement for the year 2002

The base rent is assumed to be 100,000 SEK/year and is adjusted to the consumer price index (CPI) for October 1999, which is 259.7 (Base number). The October index for the year 2001 is 269.1.

Calculate the difference between the index number 269.1 and 259.7. The difference is positive and adds up to 9.4.

Divide 9.4 by 259.7 and multiply the quotient (without rounding) by the base rent 100,000 SEK. The result is 3,619.56 SEK and constitutes the rent supplement for the year 2002 according to the clause.

Notice

In addition, see Instructions prepared by the organizations.

Swedish Property Federation form no. 12B, prepared in 1998 in consultation with the Swedish Federation of Trade and the Swedish Hotels- and Restaurants Association (SHR). Copying prohibited.


	Initial	Initial

License number: 2160-9981-2121-41. Version no. 6.5. Registered to: Sveareal AB	[initialled]


		LEASING AGREEMENT		Page 15 (4)

		FOR NON-RESIDENTIAL PREMISES		No. 4301-7804-00


The undersigned have this day entered into the following Lease Agreement:		An X in a box means that the text following thereafter applies

Alternative A: If the CPI for October 2001 should instead end up being lower than the year before, e.g. 262.0 (October index for year 2000 was 262.6).

The difference between the assumed 262.0 and the base number 259.7 would still have been positive and added up to 2.3. The quotient between 2.3 and the base number 259.7, multiplied by the base rent 100,000 SEK would have resulted in a rent supplement of 885.63 SEK. The total rent, however, would have been lower than for the year 2001.

Alternative B: If the CPI for October 2001 should instead end up being lower than the base number 259.7, e.g. 259.5.

The difference between 259.5 and the base number 259.7 would have then been negative. No rent supplement should then be paid. The rent amount specified in the agreement should apply.

[initials]


[logo]		INDEX CLAUSE

Page 1 (2)
THE PROPERTY OWNERS’ ASSOCIATION		for office space

Appendix no.

Notice

In addition, see Instructions prepared by the organizations.

Swedish Property Federation form no. 12B, prepared in 1998 in consultation with the Swedish Federation of Trade and the Swedish Hotels- and Restaurants Association (SHR). Copying prohibited.


	Initial	Initial

License number: 2160-9981-2121-41. Version no. 6.5. Registered to: Sveareal AB	[initialled]


		LEASING AGREEMENT		Page 16 (4)

		FOR NON-RESIDENTIAL PREMISES		No. 4301-7804-00


The undersigned have this day entered into the following Lease Agreement:		An X in a box means that the text following thereafter applies


Concerning	Lease contract no.	for the property
Concerning	33001 7722 02	Hennerup

Landlord	i-parken i Lund AB 556263-8394
Tenant	Novozymes Biopharma AB, 556627-0830

Clause	The applicable option is marked with a cross in the box and filled in with the required information. To the extent that the portions of the property that consist of the office space should be/are liable to property taxes, the Tenant shall pay the Landlord compensation for this along with the rent, according to the marked option. x In addition to the rent amount specified in the contract, the Tenant shall annually pay for compensation for his share of outgoing property taxes for the office space on each occasion. The Tenant’s share shall be considered to be 14.9 percent. According to the rules that apply at the time of the signing of the contract, the compensation constitutes 171,605 SEK per year at the start of the lease period. ¨ Compensation for the share of the property taxes accruing at the office space is included in the rent amount specified in the agreement and constitutes SEK at the time of the signing of the agreement. The office space’s share of the property taxes for the office space shall be considered to be percent. The Tenant shall pay compensation for his share of changes that occurred (regardless of the reason for them) in the property taxes for the office space, after the signing of the agreement, to the extent that the taxes exceed the compensation for the property taxes that is included in the rent.

Notice

In addition, see Instructions prepared by the organizations.

Swedish Property Federation form no. 12B, prepared in 1998 in consultation with the Swedish Federation of Trade and the Swedish Hotels- and Restaurants Association (SHR). Copying prohibited.


	Initial	Initial

License number: 2160-9981-2121-41. Version no. 6.5. Registered to: Sveareal AB	[initialled]


		LEASING AGREEMENT		Page 17 (4)

		FOR NON-RESIDENTIAL PREMISES		No. 4301-7804-00


The undersigned have this day entered into the following Lease Agreement:		An X in a box means that the text following thereafter applies


	If the property taxes should happen to decrease/cease, with the result that the Tenant’s share of the compensation is less than the compensation that is included in the rent specified in the agreement, in accordance with the above, however, the rent shall at least amount to the original amount. Other clauses (e.g. index) found in the agreement thus entail that the total rent amount that the Tenant pays is/may be higher than the rent sum specified in the agreement. The Tenant’s share specified above, which shall be unaltered during the rental period, has been calculated according to the following:






	The instructions on page 2 are applicable to the agreement.

Signature	Place/date [handwritten:] 05/05/31	Place/date [handwritten:] Bagsværd 05/27/05
Signature	Landlord i-parken i Lund AB [signature]	Tenant [signature] [signature]

	Christopher Nilsson	Printed name [stamp:] Arne W. Schmidt Group Director Novoyzmes A-S	[stamp:] Niels Münter Legal Counsel Krogshoejvej 36 DK-2880 Bagsværd

Notice

In addition, see Instructions prepared by the organizations.

Swedish Property Federation form no. 12B, prepared in 1998 in consultation with the Swedish Federation of Trade and the Swedish Hotels- and Restaurants Association (SHR). Copying prohibited.


	Initial	Initial

License number: 2160-9981-2121-41. Version no. 6.5. Registered to: Sveareal AB	[initialled]


		LEASING AGREEMENT		Page 18 (4)

		FOR NON-RESIDENTIAL PREMISES		No. 4301-7804-00


The undersigned have this day entered into the following Lease Agreement:		An X in a box means that the text following thereafter applies

Bagsværd

The Swedish Property Owners’ Association form no. 78, prepared in 1995. Section 2 of Instructions, revised in 1997.

Reprinting is prohibited.

Lic. no.: 2160-3442-6750-20. Version no. 6.0. Licensed to: Realia Fastighets AB.

INSTRUCTIONS

Page 2(2)

The clause was formulated in June 1995, i.e. before the time (usually January 1, 1996) from which the property taxes apply for the office space. The clause therefore has a wording that means that this can be introduced into the agreement that is signed before the taxes are paid, as well as in the agreement that is signed when the taxes are actually paid.

The compensation shall compensate for increased administrative costs, regardless of who is actually liable for tax. Property owners / Landlords are liable for tax. If partnerships are property owners / Landlords, according to previous rules, shareholders are liable for tax. The rent supplement would of course yet be paid to the Landlord. After January 1, 1997, however, partnerships, as owners, are liable for property taxes.

Notice

In addition, see Instructions prepared by the organizations.

Swedish Property Federation form no. 12B, prepared in 1998 in consultation with the Swedish Federation of Trade and the Swedish Hotels- and Restaurants Association (SHR). Copying prohibited.


	Initial	Initial

License number: 2160-9981-2121-41. Version no. 6.5. Registered to: Sveareal AB	[initialled]


		LEASING AGREEMENT		Page 19 (4)

		FOR NON-RESIDENTIAL PREMISES		No. 4301-7804-00


The undersigned have this day entered into the following Lease Agreement:		An X in a box means that the text following thereafter applies

According to § 19 of the Rent Act, the rent – with some exceptions – shall be the amount determined in the rent agreement. If the lease period is determined and for at least three years, moreover, a reservation applies that the rent shall be paid by the amount that is determined according to “another basis for calculation,” e.g. adjustment of the index. This also means that the lease term must be determined at least three years before the Landlord shall be able to charge compensation for property taxes, with an amount that can vary according to the change in the tax. Furthermore, the basis for calculation must be specified in the agreement. The clause therefore assumes that the parties will indicate for how large a share of the tax the Tenant must pay compensation.

According to the rules that are applicable at the time of this clause’s preparation, the tax constitutes a certain percent of the assessment value for the office space (both land and buildings). The declaration is reported in the tax information. The Tenant’s share of the tax for the office space can be determined as the relationship between the area that the Tenant rents and the rentable area of the property, or as the relationship between the Tenant’s rent and the total rents on the property.

What rate of calculation the parties select becomes a matter for negotiation. Other bases for calculation can also be used. For the sake of simplicity, however, the Tenant’s share should be unchanged during the lease term and, thus, independent of, for example, how the taxes can continue to be calculated, and any changes in the position of the rent.

It is appropriate, therefore, to indicate at the intended place how the office space’s share has been calculated. If the information relating to this should happen not to be filled in, this shall not mean, however, that the agreement becomes invalid. On a property, various buildings can be found with various values and various types of assessable units (single-family home, apartment building, industrial facility, and special unit). The tax – for which the Tenant shall pay compensation – shall only relate to the building where the office space is located. A building usually refers to each structural body. Required information can be retrieved from the notification of the

Notice

In addition, see Instructions prepared by the organizations.

Swedish Property Federation form no. 12B, prepared in 1998 in consultation with the Swedish Federation of Trade and the Swedish Hotels- and Restaurants Association (SHR). Copying prohibited.


	Initial	Initial

License number: 2160-9981-2121-41. Version no. 6.5. Registered to: Sveareal AB	[initialled]


		LEASING AGREEMENT		Page 20 (4)

		FOR NON-RESIDENTIAL PREMISES		No. 4301-7804-00


The undersigned have this day entered into the following Lease Agreement:		An X in a box means that the text following thereafter applies

decision about general property assessment which the Tax Agency sends to the property owner. The property owner who has problems calculating the Tenant’s share should contact his property owner’s association for assistance.

Fill in the Tenant’s share!

The clause contains two options. In the first, compensation is paid for tax as a rent supplement “alongside” the rent amount specified in the agreement. The tax and the rent supplement disappear automatically. The other option assumes that the parties are in agreement about a certain rent in which, for instance, compensation for the applicable tax is included. If the tax should happen to be raised, regardless of the reason (e.g. high tax rate, increased tax assessment value, etc.) the Tenant shall nevertheless pay compensation for the increased cost. If the tax should happen to disappear, the rent returns to the original amount, i.e. the agreed upon rent (which includes compensation for the initially applicable tax which ceased). Naturally the Tenant shall still pay other rent supplements that occur, such as for changes in the index, changes in fuel costs, etc.

To the extent that the Tenant shall pay a rent supplement for property taxes, the rent supplement should be reported separately on the rent specification.

Mark with cross the option which you have selected. In the option selected, the Tenant’s share and the current amount are indicated. Furthermore, indicate how the Tenant’s share is calculated.

Notice

In addition, see Instructions prepared by the organizations.

Swedish Property Federation form no. 12B, prepared in 1998 in consultation with the Swedish Federation of Trade and the Swedish Hotels- and Restaurants Association (SHR). Copying prohibited.


	Initial	Initial

License number: 2160-9981-2121-41. Version no. 6.5. Registered to: Sveareal AB	[initialled]


		LEASING AGREEMENT		Page 21 (4)

		FOR NON-RESIDENTIAL PREMISES		No. 4301-7804-00


The undersigned have this day entered into the following Lease Agreement:		An X in a box means that the text following thereafter applies

[initials]

[logo]

Page 1 (1)

THE PROPERTY OWNERS’ ASSOCIATION

Appendix no. 3

The undersigned have today made an agreement concerning the following supplement to lease contract no. 33001 7722 02


Landlord		i-parken i Lund AB, 556263-8394

Tenant		Novozymes Biopharma AB, 556627-0830

Property		Hennerup

Supplement		The Tenant shall take over and pay for service of existing and new ventilation and water and sewage plants. Realia (the Landlord) shall provide consumable materials on an ongoing basis. This agreement replaces lease contract 33001 7722 01, 33001 7758 01 and 33001 7759 01.

Notice

In addition, see Instructions prepared by the organizations.

Swedish Property Federation form no. 12B, prepared in 1998 in consultation with the Swedish Federation of Trade and the Swedish Hotels- and Restaurants Association (SHR). Copying prohibited.


	Initial	Initial

License number: 2160-9981-2121-41. Version no. 6.5. Registered to: Sveareal AB	[initialled]


		LEASING AGREEMENT		Page 22 (4)

		FOR NON-RESIDENTIAL PREMISES		No. 4301-7804-00


The undersigned have this day entered into the following Lease Agreement:		An X in a box means that the text following thereafter applies

Notice

In addition, see Instructions prepared by the organizations.

Swedish Property Federation form no. 12B, prepared in 1998 in consultation with the Swedish Federation of Trade and the Swedish Hotels- and Restaurants Association (SHR). Copying prohibited.


	Initial	Initial

License number: 2160-9981-2121-41. Version no. 6.5. Registered to: Sveareal AB	[initialled]


		LEASING AGREEMENT		Page 23 (4)

		FOR NON-RESIDENTIAL PREMISES		No. 4301-7804-00


The undersigned have this day entered into the following Lease Agreement:		An X in a box means that the text following thereafter applies


Christopher Nilsson	Printed name		[stamp:]	Niels Münter
	[stamp:]	Arne W. Schmidt		Legal Counsel
		Group Director
	Novoyzmes A-S
				Krogshoejvej 36 DK-2880
	Bagsværd

(ENGLISH TRANSLATION)


LEASE CONTRACT	Page 1 (2)
	FOR OFFICE SPACE	No. 33001 7722 02
THE SWEDISH PROPERTY OWNERS’ ASSOCIATION
Today, the undersigned have made the following lease agreement:		A check in the box means that the
text following is applicable.

Landlord

i-parken i Lund AB

Sign.

556263-8394

Tenant

PIN/org. no.

Sign.

Novozymes Biopharma AB

556627-0830

Address of Office space etc.

Municipality

Property designation

Lund

Hennerup

Street address

Stairs/house

Apartment no.

S.t Lars v

Condition and use of the office space

Unless otherwise indicated, the office space

Laboratory and office

with associated facilities is being leased for use as:

Size and extent of the office space

Shop area

Office area in

Storage area in

Other area

plan

m ²

plan

m ²

plan

m ²

plan

m ²

plan

m ²

1-4

Approx.

3015

Appendix

¨ The extent of the leased office space has been marked on the attached drawing(s).

car access for loading and unloading

¨ place for sign

place for display stand / machine

parking

space(s) for

garage space(s)

for

¨ car(s)

¨ outbuilding

Furnishings, etc.

The office space is leased

In the event that the lease terminates, the Tenant, unless otherwise agreed, shall remove his property and restore the office space to an acceptable condition.

Appendix

x without special furnishings intended for the business

¨ with special furnishings intended for the business according to appendix

Lease term

From

Through

08/01/2005

11/30/2013

Termination period / Extension period

Termination of this contract

before the expiry of the agreed upon rental

months

must occur in writing at least

9 months

period; otherwise the contract is extended by 36

each time.

Rent

SEK

5,600,000

per year, comprising ¨ total rent x rent excl. rent supplement marked below

Index –

Appendix

Notice

In addition, see Instructions prepared by the organizations.

Swedish Property Federation form no. 12B, prepared in 1998 in consultation with the Swedish Federation of Trade and the Swedish Hotels- and Restaurants Association (SHR). Copying prohibited.


	Initial	Initial

License number: 2160-9981-2121-41. Version no. 6.5. Registered to: Sveareal AB	[initialled]


		LEASING AGREEMENT		Page 24 (4)

		FOR NON-RESIDENTIAL PREMISES		No. 4301-7804-00


The undersigned have this day entered into the following Lease Agreement:		An X in a box means that the text following thereafter applies

clause

x Change of above-mentioned rent occurs in accordance with attached index clause

Heating and hot water

Necessary heating of the office space is arranged for by

Hot water is provided

¨ the Landlord ¨ the Tenant

x the whole year ¨ not at all ¨

Cost

Appendix

x Fuel / heat supplement is paid in accordance with attached clause currently debited by 439000.00 / year

Water and sewage cost

Appendix

x Water and sewage supplement is paid in accordance with attached clause currently debited by 215000.00 / year

Cooling Ventilation

Costs for operation of special cooling and ventilation

Appendix

¨ facility is compensated in accordance with attached clause

Electricity

¨ included in the rent

x the Tenant has his own subscription

Stairway cleaning

¨ included in the rent

x to be arranged and paid by the Tenant

Packaging and waste collection

¨ included in the rent

¨ to be arranged and paid by the Tenant

~~(however, it is incumbent on the Landlord to provide waste bins and necessary~~

Snow removal and sanding

x included in the rent

¨ to be arranged and paid by the Tenant

Property tax

Appendix

¨ included in the rent

x compensation for this tax is paid according to special agreement

Unanticipated costs

If, after signing the agreement, unanticipated increases in costs for the property arise due to

c) introduction or increase of outgoing tax specific to the property, fees, or charges which the Parliament, government, municipality, or authority may decide

d) general refurbishment measures or the like on the property which not only concern the office space and which the Landlord is required to perform as a result of a decision of the Parliament, government, municipality, or authority.

the Tenant shall, with effect from the entry of the costs, pay compensation to the Landlord for the accruing share at the office space of the total annual costs for the property.

By tax according to a) above, VAT and property taxes are not intended, to the extent that compensation is paid for this [tax] in accordance with the agreement.

Value Added Tax (VAT)

x The property owner / Landlord is liable for VAT for renting the office space. In addition to the rent, the Tenant shall compensate applicable VAT on each occasion.


		LEASE CONTRACT

Page 2 (2)


		FOR OFFICE SPACE		No. 33001

7722 02

A check in the box means that the text following is applicable.

Rent payment

The rent is paid in advance, without request, no later than the last working day before each

x beginning of the quarter ¨ beginning of the month by deposit into

Postal giro no.

4888101-5

Bank giro no.

5480-6419

Interest,

payment reminder

In the event of late payment of rent, the Tenant shall pay both interest according to the Interest Rate Act, and compensation for a written payment reminder according to the Act concerning compensation for collection charges, etc. Compensation for reminders is paid with the amount that applies on each occasion, according to the regulation concerning compensation for collection charges, etc.

Notice

In addition, see Instructions prepared by the organizations.

Swedish Property Federation form no. 12B, prepared in 1998 in consultation with the Swedish Federation of Trade and the Swedish Hotels- and Restaurants Association (SHR). Copying prohibited.


	Initial	Initial

License number: 2160-9981-2121-41. Version no. 6.5. Registered to: Sveareal AB	[initialled]


		LEASING AGREEMENT		Page 25 (4)
		FOR NON-RESIDENTIAL PREMISES		No. 4301-7804-00


The undersigned have this day entered into the following Lease Agreement:		An X in a box means that the text following thereafter applies

Maintenance, etc.

¨ The Landlord shall perform and pay for necessary maintenance of the office space and furnishings provided by him

However, the Tenant is responsible for

Appendix

x The Tenant shall perform and pay for necessary maintenance of floor surfaces, walls, and ceilings, as well as furnishings provided by the Landlord

In addition, the Tenant’s maintenance obligation includes:

Appendix

¨ The distribution of the maintenance responsibility appears in a separate appendix

Appendix

The Tenant is not entitled to a reduction of the rent for obstruction or in usufruct during the period during which the Landlord has ordinary maintenance executed on the property or the leased premises. However, it is incumbent upon the Landlord to inform the Tenant in advance of the nature of the work and its extent, as well as when and during what period of time the work is to be performed.

In case the tenancy applies to shop premises / trade premises, with operations dependent upon the influx of customers, the clause shall be valid only if a special agreement has been made in this regard.

It is incumbent upon

¨ the Landlord x the Tenant

at his own liability and expense to be responsible for the measures that may be required by insurance companies or construction boards, environmental and health boards, fire authorities, or authorities, after the day of admission, for the office space’s utilization for the intended application. The Tenant shall consult with the Landlord before the measures are taken.

If the Tenant makes modifications to the office space without the necessary building permits, and as a result of this the Landlord is forced, according to the rules of PBL, to pay building fees or surcharges, the Tenant shall pay the corresponding amount to the Landlord.

Signs, awnings, windows, doors, etc.

The Tenant is entitled, after consultation with the Landlord, to erect signs customary to the business, under the precondition that the Landlord has no reasonable cause to refuse and that the Tenant has obtained the necessary permits from the concerned authorities. When vacating the office space, it is incumbent upon the Tenant to restore the façade to an acceptable condition.

In the event of more extensive property maintenance, such as façade renovation, it is incumbent upon the Tenant, at his own expense and without compensation, to disassemble and reassemble signs, awnings, and antennae.

The Landlord shall not erect machines and display cases on the outer walls of the office space rented by the Tenant, without the Tenant’s consent, and [he] shall allow the Tenant the optional right to erect machines and display cases on the walls in question.

¨ The Landlord x The Tenant is responsible for damages to display windows, entrance doors, and signs.

x The Tenant is obligated to sign and maintain glass insurance on all display windows and entrance doors belonging to the office space.

Locks

It is incumbent upon

¨ the Landlord x the Tenant

to equip the office space with such locks and anti-theft devices as are required for the Tenant’s business or enterprise insurance.

Force majeure

The Landlord exonerates himself from the obligation to perform his part of the agreement and from the obligation to pay for damages if his commitment cannot be fulfilled at all, or only at abnormally high expense, due to war or riot, such work stoppage, blockade, fire, explosion, or intervention by public authorities which the Landlord has no control over and could not foresee.

Security

The precondition for the applicability of this agreement is that a security in the form of a

Appendix

¨ bank guarantee ¨ security ¨ be deposited no later than

Special

provisions

see Appendix

Appendix 3

Signature

Place/date

[handwritten:] 05/05/31

Place/date

Bagsværd 05/27/05

Landlord

i-parken i Lund AB

Tenant

Novozymes Biopharma AB

[stamp:]

Arne W. Schmidt

Group Director

[signature]

Printed name

Christopher Nilsson

[signature]

[stamp:]

Niels Münter

Legal Counsel

Novozymes A/S

Krogshoejvej 36

DK-2880 Bagsværd

Agreement to

vacate

Due to agreement made on this day, the contract ceases to apply as of

until the day on which the Tenant undertakes to vacate.

Place/date

Landlord

Tenant

Transfer

The lease contract above is transferred as of

Notice

In addition, see Instructions prepared by the organizations.

Swedish Property Federation form no. 12B, prepared in 1998 in consultation with the Swedish Federation of Trade and the Swedish Hotels- and Restaurants Association (SHR). Copying prohibited.


	Initial	Initial

License number: 2160-9981-2121-41. Version no. 6.5. Registered to: Sveareal AB	[initialled]


		LEASING AGREEMENT		Page 26 (4)

		FOR NON-RESIDENTIAL PREMISES		No. 4301-7804-00


The undersigned have this day entered into the following Lease Agreement:		An X in a box means that the text following thereafter applies

Incoming Tenant

Outgoing Tenant

PIN/org. no.

Above transfer is approved

Place/date

Landlord


[logo]	INDEX CLAUSE
Page 1 (2)
THE PROPERTY OWNERS’ ASSOCIATION	for office space	Appendix
no. 1


Concerning	Lease contract no.	in the property
Concerning	33001 7722 02	Hennerup

Landlord	i-parken i Lund AB 556263-8394

Tenant	Novozymes Biopharma AB 556627-0830

Clause	Of the rent amount specified in the contract, 5,600,000 SEK, 100 % or 5,600,000 SEK shall constitute the base rent. During the lease period, an addition to the rent amount shall be paid with respect to changes in the consumer price index (total index with 1980 as the base year), with a certain percent of the base rent, according to the reasons below. • For lease agreements that begin at any time during the period 01/01 – 06/30, the base rent is adjusted to the index value for October of the previous year. • For lease agreements that begin at any time during the period 07/01 – 12/31, the base rent is instead adjusted to the index value for October of the same period. • The index value for October, to which the base rent is considered to be adjusted in accordance with the above, constitutes the base number unless otherwise agreed upon as follows by indicating the year. Otherwise agreed upon base number, namely the index value for October 2004. If the index value should rise in relation to the base number in any subsequent October, an addition shall be paid with the percentage by which the index value is changed in relation to the base number. In the continuation, the addition shall be paid in relation to the index changes, whereby the change in rent is calculated on the basis of the percent change between the base number and the index number for the respective October.

Notice

In addition, see Instructions prepared by the organizations.

Swedish Property Federation form no. 12B, prepared in 1998 in consultation with the Swedish Federation of Trade and the Swedish Hotels- and Restaurants Association (SHR). Copying prohibited.


	Initial	Initial

License number: 2160-9981-2121-41. Version no. 6.5. Registered to: Sveareal AB	[initialled]


		LEASING AGREEMENT		Page 27 (4)

		FOR NON-RESIDENTIAL PREMISES		No. 4301-7804-00


The undersigned have this day entered into the following Lease Agreement:		An X in a box means that the text following thereafter applies


	Outgoing rent, however, shall never be set lower than the rent amount specified in the contract. The change in rent always occurs as of January 1 after the October index occasions the recalculation. The instructions on page 2 are applicable to the agreement.
Signature	Place/date [handwritten:] 05/05/31	Place/date [handwritten:] Bagsværd
	Landlord i-parken i Lund AB	Tenant Novozymes Biopharma AB [signature]
		Printed name [stamp:] Arne W. Schmidt Group Director
	[signature] Christopher Nilsson	Tenant [signature]
	[signature] Christopher Nilsson	Printed name [stamp:] Niels Münter Legal Counsel Novozymes A/S Krogshoejvej 36 DK-2880 Bagsværd

The Landlord’s own entry on base number: 281

Lic. no.: 2160-3442-6750-20. Version no. 6.0. Licensed to: Realia Fastighets AB.

Page 2 (2)

Instructions for the Index Clause for Office Space

The Base Rent

Whether the whole or some part of the rent amount specified in this agreement should constitute the base rent is a matter for negotiation, and may otherwise depend on the lease

Notice

In addition, see Instructions prepared by the organizations.

Swedish Property Federation form no. 12B, prepared in 1998 in consultation with the Swedish Federation of Trade and the Swedish Hotels- and Restaurants Association (SHR). Copying prohibited.


	Initial	Initial

License number: 2160-9981-2121-41. Version no. 6.5. Registered to: Sveareal AB	[initialled]


		LEASING AGREEMENT		Page 28 (4)

		FOR NON-RESIDENTIAL PREMISES		No. 4301-7804-00


The undersigned have this day entered into the following Lease Agreement:		An X in a box means that the text following thereafter applies

terms (such as, for example, the rent’s size in SEK/m ² and the year, as well as the other obligations that are incumbent upon the Tenant, etc.).

The Base Number

The index number for October, to which the base rent is considered to be adjusted, makes up the base number unless otherwise indicated by indicating the year (see the provisions on page 1).

A comparison of indices occurs as soon as the year’s October index is published. In recent years, the October index has been published in mid-November.

Calculation of the rent supplement

Calculate the difference between the current October index and the base number.

If the difference is positive, the calculated difference is divided by the base number.

The size of the rent supplement is calculated by this quotient, multiplied by the base rent.

Example

Calculation of rent supplement for the year 2002

The base rent is assumed to be 100,000 SEK/year and is adjusted to the consumer price index (CPI) for October 1999, which is 259.7 (Base number). The October index for the year 2001 is 269.1.

Calculate the difference between the index number 269.1 and 259.7. The difference is positive and adds up to 9.4.

Alternative A: If the CPI for October 2001 should instead end up being lower than the year before, e.g. 262.0 (October index for year 2000 was 262.6).

Notice

In addition, see Instructions prepared by the organizations.

Swedish Property Federation form no. 12B, prepared in 1998 in consultation with the Swedish Federation of Trade and the Swedish Hotels- and Restaurants Association (SHR). Copying prohibited.


	Initial	Initial

License number: 2160-9981-2121-41. Version no. 6.5. Registered to: Sveareal AB	[initialled]


		LEASING AGREEMENT		Page 29 (4)

		FOR NON-RESIDENTIAL PREMISES		No. 4301-7804-00


The undersigned have this day entered into the following Lease Agreement:		An X in a box means that the text following thereafter applies

Alternative B: If the CPI for October 2001 should instead end up being lower than the base number 259.7, e.g. 259.5.

The difference between 259.5 and the base number 259.7 would have then been negative. No rent supplement should then be paid. The rent amount specified in the agreement should apply.


		[initials]
[logo]	INDEX CLAUSE
Page 1 (2)
THE PROPERTY OWNERS’ ASSOCIATION	for office space
Appendix no.


	2
Concerning	Lease contract no.	for the property
	33001 7722 02	Hennerup
Landlord	i-parken i Lund AB 556263-8394
Tenant	Novozymes Biopharma AB, 556627-0830
Clause	The applicable option is marked with a cross in the box and filled in with the required information. To the extent that the portions of the property that consist of the office space should be/are liable to property taxes, the Tenant shall pay the Landlord compensation for this along with the rent, according to the marked option. x In addition to the rent amount specified in the contract, the Tenant shall annually pay for compensation for his share of outgoing property taxes for the office space on each occasion. The Tenant’s share shall be considered to be 14.9 percent. According to the rules that apply at the time of the signing of the contract, the compensation constitutes 171,605 SEK per year at the start of the lease period.

Notice

In addition, see Instructions prepared by the organizations.

Swedish Property Federation form no. 12B, prepared in 1998 in consultation with the Swedish Federation of Trade and the Swedish Hotels- and Restaurants Association (SHR). Copying prohibited.


	Initial	Initial

License number: 2160-9981-2121-41. Version no. 6.5. Registered to: Sveareal AB	[initialled]


		LEASING AGREEMENT		Page 30 (4)

		FOR NON-RESIDENTIAL PREMISES		No. 4301-7804-00


The undersigned have this day entered into the following Lease Agreement:		An X in a box means that the text following thereafter applies


	¨ Compensation for the share of the property taxes accruing at the office space is included in the rent amount specified in the agreement and constitutes SEK at the time of the signing of the agreement.
	The office space’s share of the property taxes for the office space shall be considered to be percent. The Tenant shall pay compensation for his share of changes that occurred (regardless of the reason for them) in the property taxes for the office space, after the signing of the agreement, to the extent that the taxes exceed the compensation for the property taxes that is included in the rent. If the property taxes should happen to decrease/cease, with the result that the Tenant’s share of the compensation is less than the compensation that is included in the rent specified in the agreement, in accordance with the above, however, the rent shall at least amount to the original amount. Other clauses (e.g. index) found in the agreement thus entail that the total rent amount that the Tenant pays is/may be higher than the rent sum specified in the agreement. The Tenant’s share specified above, which shall be unaltered during the rental period, has been calculated according to the following: The instructions on page 2 are applicable to the agreement.
Signature	Place/date [handwritten:] 05/05/31		Place/date [handwritten:] Bagsværd 05/27/05
	Landlord i-parken i Lund AB [signature]	Tenant [signature] [signature]
	Christopher Nilsson	Printed name [stamp:] Arne W. Schmidt Group Director		[stamp:]	Niels Münter Legal Counsel Novoyzmes A-S Krogshoejvej 36 DK-2880 Bagsværd

The Swedish Property Owners’ Association form no. 78, prepared in 1995. Section 2 of Instructions, revised in 1997. Reprinting is prohibited.

Lic. no.: 2160-3442-6750-20. Version no. 6.0. Licensed to: Realia Fastighets AB.

Notice

In addition, see Instructions prepared by the organizations.

Swedish Property Federation form no. 12B, prepared in 1998 in consultation with the Swedish Federation of Trade and the Swedish Hotels- and Restaurants Association (SHR). Copying prohibited.


	Initial	Initial

License number: 2160-9981-2121-41. Version no. 6.5. Registered to: Sveareal AB	[initialled]


		LEASING AGREEMENT		Page 31 (4)

		FOR NON-RESIDENTIAL PREMISES		No. 4301-7804-00


The undersigned have this day entered into the following Lease Agreement:		An X in a box means that the text following thereafter applies

INSTRUCTIONS

Page 2(2)

Notice

In addition, see Instructions prepared by the organizations.

Swedish Property Federation form no. 12B, prepared in 1998 in consultation with the Swedish Federation of Trade and the Swedish Hotels- and Restaurants Association (SHR). Copying prohibited.


	Initial	Initial

License number: 2160-9981-2121-41. Version no. 6.5. Registered to: Sveareal AB	[initialled]


		LEASING AGREEMENT		Page 32 (4)

		FOR NON-RESIDENTIAL PREMISES		No. 4301-7804-00


The undersigned have this day entered into the following Lease Agreement:		An X in a box means that the text following thereafter applies

Fill in the Tenant’s share!

To the extent that the Tenant shall pay a rent supplement for property taxes, the rent supplement should be reported separately on the rent specification.

Mark with cross the option which you have selected. In the option selected, the Tenant’s share and the current amount are indicated. Furthermore, indicate how the Tenant’s share is calculated.

[initials]

[logo]

Page 1 (1)

THE PROPERTY OWNERS’ ASSOCIATION

Appendix no. 3

The undersigned have today made an agreement concerning the following supplement to lease contract no. 33001 7722 02


Landlord		i-parken i Lund AB, 556263-8394

Tenant		Novozymes Biopharma AB, 556627-0830

Property		Hennerup

Supplement		The Tenant shall take over and pay for service of existing and new ventilation and water and sewage plants. Realia (the Landlord) shall provide consumable materials on an ongoing basis.

Notice

In addition, see Instructions prepared by the organizations.

Swedish Property Federation form no. 12B, prepared in 1998 in consultation with the Swedish Federation of Trade and the Swedish Hotels- and Restaurants Association (SHR). Copying prohibited.


	Initial	Initial

License number: 2160-9981-2121-41. Version no. 6.5. Registered to: Sveareal AB	[initialled]


		LEASING AGREEMENT		Page 33 (4)

		FOR NON-RESIDENTIAL PREMISES		No. 4301-7804-00


The undersigned have this day entered into the following Lease Agreement:		An X in a box means that the text following thereafter applies


	This agreement replaces lease contract 33001 7722 01, 33001 7758 01 and 33001 7759 01.
Signature	Place/date [handwritten:] 05/05/31		Place/date [handwritten:] Bagsværd 05/27/05

	Landlord i-parken i Lund AB [signature] Christopher Nilsson	Tenant [signature] [signature]
		Printed name [stamp:] Arne W. Schmidt Group Director		[stamp:]	Niels Münter Legal Counsel Novoyzmes A-S Krogshoejvej 36 DK-2880 Bagsværd

The Swedish Property Owners’ Association Form for free text to be used together with the Property Owners’ Association’s other contract forms.

Lic. no. 2160-3442-6750-20. Version no. 6.0. Licensed to: Realia Fastighets AB.

Notice

In addition, see Instructions prepared by the organizations.

Swedish Property Federation form no. 12B, prepared in 1998 in consultation with the Swedish Federation of Trade and the Swedish Hotels- and Restaurants Association (SHR). Copying prohibited.


	Initial	Initial

License number: 2160-9981-2121-41. Version no. 6.5. Registered to: Sveareal AB	[initialled]


		LEASING AGREEMENT		Page 34(4)

		FOR NON-RESIDENTIAL PREMISES		No. 4301-7804-00


The undersigned have this day entered into the following Lease Agreement:		An X in a box means that the text following thereafter applies

Landlord

I-Parken i Lund AB

National ID/company registration no.

556263-8394

Tenant

Novozymes Biopharma AB

National ID/company registration no.

556627-0830

Tenant (2)

National ID/company registration no.

Premise Address, etc.

Municipality

Lund

Property designation

Hunnerup 1

Street address

S.t Lars Väg 44

Stairs/house

Apartment no.

Billing address:

Box 965, 220 09 LUND

Condition and use of the office space

Unless otherwise indicated, the office space Storage/Changing room

with associated facilities is being leased for use as:

Size and extent of the office space

Shop area

Office area in

Storage area in

Other area

plan

m ²

plan

m ²

plan

m ²

Plan

m ²

Approx.

[hw:] 440

plan

m ²

The indicated areas [signature]

¨ have x Have not been measured jointly prior to the execution of the Agreement

Should the area shown in the Agreement deviate from that actually measured, this does not entitle the Tenant to any repayment of rent nor entitle the Landlord to any increased rent

x The extent of the leased premises is marked on appended plan(s)

Appendix 5

access for cars loading and unloading

place for sign

place for display cabinet / vending machine

parking space(s) for

¨ car(s)

garage space(s)

for cars

Notice

In addition, see Instructions prepared by the organizations.

Swedish Property Federation form no. 12B, prepared in 1998 in consultation with the Swedish Federation of Trade and the Swedish Hotels- and Restaurants Association (SHR). Copying prohibited.


	Initial	Initial

License number: 2160-9981-2121-41. Version no. 6.5. Registered to: Sveareal AB	[initialled]


		LEASING AGREEMENT		Page 35(4)

		FOR NON-RESIDENTIAL PREMISES		No. 4301-7804-00


The undersigned have this day entered into the following Lease Agreement:		An X in a box means that the text following thereafter applies


Furnishings, etc.	The premises are let x without furnishings ¨ with furnishings/fixtures/fittings specific to the Tenant’s use of specific to Tenant’s use of the premises according to appendix the premises Unless otherwise agreed upon, at the termination of the tenancy, the Tenant shall remove all property belonging to him and surrender the premises in acceptable condition. The parties agree to carry out a joint inspection of the premises not later than the last day of the tenancy. If, as a result of the Tenant’s actions – carried out with or without the Landlord’s consent – the premises upon surrender should contain material, which had not previously been agreed that the Landlord should be responsible for, the Tenant shall remove such material or pay the Landlord’s expenses in so doing, including but not limited to, transportation costs, waste disposal taxes and storage charges.	Appendix

Telephone lines	x The Tenant shall pay for the installation of the necessary telephone lines from a connection point designated by the service provider to those points in the premises chosen by the Tenant in consultation with the Landlord.

	¨ The Landlord shall pay for the corresponding installation of lines to the premises. The installation of the lines inside the premises shall be carried out by the Tenant in consultation with the Landlord; the cost, however, to be borne by the Tenant.

Data communication lines	x The Tenant shall pay for the installation of the necessary data communication lines from a connection point designated by the service provider to those points in the premises chosen by the Tenant in consultation with the Landlord.

	¨ The Landlord shall pay for corresponding installation of lines to the premises. The installation of lines inside the premises shall be carried out by the Tenant in consultation with the Landlord; the cost, however, to be borne by the Tenant.

Term of lease	Commencing Up to and including 01/10/2009 09/30/2014

Termination/extension	Notice of termination of this Agreement must be given in writing at least 9 months prior to the expiry of this Agreement. In the absence thereof, this Agreement is extended by a term of 3 years at a time.

Heating and hot water	Requisite heating of the premises is provided by x the Landlord ¨ the Tenant Hot water is provided x throughout the year ¨ not provided

Notice

In addition, see Instructions prepared by the organizations.

Swedish Property Federation form no. 12B, prepared in 1998 in consultation with the Swedish Federation of Trade and the Swedish Hotels- and Restaurants Association (SHR). Copying prohibited.


	Initial	Initial

License number: 2160-9981-2121-41. Version no. 6.5. Registered to: Sveareal AB	[initialled]


		LEASING AGREEMENT		Page 36(4)

		FOR NON-RESIDENTIAL PREMISES		No. 4301-7804-00


The undersigned have this day entered into the following Lease Agreement:		An X in a box means that the text following thereafter applies


Rent	SEK 396,000 Per annum comprising ¨ total rent x rent excl. supplements marked Appendix

Index clause	x Changes to the above-stated rent shall be effected pursuant to the appended index clause	App. 1

Heating and hot water costs	x Fuel/heating supplement payable in accordance with appended clause Special provisions	App 4

Water and sewerage costs	x Water/sewerage supplement payable in accordance with appended clause	App 4

Cooling Ventilation	¨ Costs for the operation of special cooling and ventilation appliances shall be reimbursed in accordance with appended clause	App.

Electricity	¨ included in rent x Tenant has own contract with the provider

Cleaning of stairwell	x included in rent ¨ arranged for and paid for by the Tenant

Notice

In addition, see Instructions prepared by the organizations.

Swedish Property Federation form no. 12B, prepared in 1998 in consultation with the Swedish Federation of Trade and the Swedish Hotels- and Restaurants Association (SHR). Copying prohibited.


	Initial	Initial

License number: 2160-9981-2121-41. Version no. 6.5. Registered to: Sveareal AB	[initialled]


		LEASING AGREEMENT		Page 37(4)

		FOR NON-RESIDENTIAL PREMISES		No. 4301-7804-00


The undersigned have this day entered into the following Lease Agreement:		An X in a box means that the text following thereafter applies


Property taxes		¨ included in rent x reimbursement payable as per special agreement App. 2

Unforeseen costs		Where, following the execution of this Agreement, unforeseen increases in costs arise in relation to the property as a consequence of: a) the introduction of, or increase in taxes, charges or duties levied specifically on the property as a result of decisions taken by the Parliament, Government, municipalities, or other relevant authorities; b) general rebuilding measures or suchlike in respect of the property which do not relate solely to the premises and which the Landlord is obliged to execute as a result of decisions of the Parliament, Government, municipalities or other relevant authorities; The Tenant shall, commencing at the time of the cost increase, reimburse the Landlord in relation to that proportion of the total annual increase in costs for the property represented by the premises. The proportion represented by the premises is 2.222 percent. Where the proportion has not been indicated, it shall be comprised of that proportion of the total rents for premises (excluding any value-added tax) represented by the Tenant’s rent (excluding any value-added tax) at the time of the increase in costs. For unleased premises, the market rent for the premises shall be estimated. ‘Taxes’ in accordance with a) above does not refer to value-added tax and property tax to the extent that reimbursement in respect of this is paid as per agreement. ‘Unforeseen costs’ means such costs as were not decided upon by the authorities as set forth in sections a) and b) at the inception of the Agreement. Reimbursement shall be paid in the same manner as set forth below for rental payments.

Notice

In addition, see Instructions prepared by the organizations.

Swedish Property Federation form no. 12B, prepared in 1998 in consultation with the Swedish Federation of Trade and the Swedish Hotels- and Restaurants Association (SHR). Copying prohibited.


	Initial	Initial

License number: 2160-9981-2121-41. Version no. 6.5. Registered to: Sveareal AB	[initialled]


		LEASING AGREEMENT		Page 38(4)

		FOR NON-RESIDENTIAL PREMISES		No. 4301-7804-00


The undersigned have this day entered into the following Lease Agreement:		An X in a box means that the text following thereafter applies



Value-added tax (VAT)	x The property owner/Landlord is liable to pay value-added tax for the letting of the premises. In addition to rent, the Tenant shall on each occasion pay the VAT currently applicable. ¨ Where, following a decision by the Tax Authorities, the property owner/Landlord becomes liable to pay VAT for the letting of the premises, the Tenant shall on each occasion in addition to the rent pay the VAT currently applicable. The VAT paid together rent shall be calculated on the stated rental amount and where applicable on supplemental charges and other reimbursements paid in accordance with the Agreement, pursuant to the rules applicable at the time in respect of VAT payable on rent. Where the Landlord becomes liable to pay VAT pursuant to the provisions of the Value Added Tax Act as a consequence of the Tenant’s independent actions, such as a subletting of the premises (including subletting to its own company) or assignment, the Tenant shall reimburse the Landlord in full. In addition, the Tenant shall reimburse the Landlord in respect of the increased costs arising as a consequence of the Landlord’s loss of the entitlement to deduct VAT on operating expenses incurred as a consequence of the Tenant’s actions.

Payment of rent	The rent shall be paid in advance without prior demand, not later than the last Postal giro no. Bank giro no. working day prior to the commencement of ¨ each calendar month x each quarter by direct transfer to either of 258-9711 the following accounts

Interest, Payment reminders	Upon delay in the payment of rent, the Tenant shall pay interest in accordance with the Interest Act as well as compensation for written payment reminders in accordance with the Debt Recovery Act, etc. Compensation for payment reminders shall on each occasion be paid in an amount currently applicable pursuant to the Debt Recovery Ordinance, etc.

Maintenance, etc.	¨ The Landlord shall carry out and bear the cost of necessary maintenance of the premises and furnishings/fittings/fixtures supplied by him.	However, the Tenant shall be responsible for	Appendix

Notice

In addition, see Instructions prepared by the organizations.

Swedish Property Federation form no. 12B, prepared in 1998 in consultation with the Swedish Federation of Trade and the Swedish Hotels- and Restaurants Association (SHR). Copying prohibited.


	Initial	Initial

License number: 2160-9981-2121-41. Version no. 6.5. Registered to: Sveareal AB	[initialled]


		LEASING AGREEMENT		Page 39(4)

		FOR NON-RESIDENTIAL PREMISES		No. 4301-7804-00


The undersigned have this day entered into the following Lease Agreement:		An X in a box means that the text following thereafter applies


	¨ The allocation of the maintenance obligations is set forth as per separate appendix.	Appendix

Management and operation	Unless otherwise agreed, the Landlord shall, where applicable, manage, operate, and maintain the public and common areas. The Tenant shall be entitled, without the Landlord’s written consent, to carry out any fitting and/or installation or alteration works within the premises or otherwise within the property, which directly affects the structural components of the building or installations important to the functioning of the property, such as water and sewage, electricity, ventilation systems, etc., which are the property of the Landlord. Sprinkler heads and ventilation equipment may not be covered by any fixtures/fittings by the Tenant in such a manner as to reduce the functioning of such equipment. In conjunction with the performance of fitting out works, the Tenant shall ensure that the functioning of radiators and other heating equipment is maintained in all significant respects.

Inspections	Where any defects and/or deficiencies are found subsequent to an inspection by a relevant authority, in the electrical and sprinkler equipment is the property of the Tenant, the Tenant shall, at his own cost and within the period prescribed by the relevant authority, carry out any measures required. Where the Tenant has not rectified the defects and/or deficiencies within the stated time, the Landlord shall be entitled, at the Tenant’s expense, to carry out such measures as are required by the relevant authority.

Access to certain spaces	The Tenant shall keep areas to which the maintenance to personnel and personnel from the energy utilities, water and sewage utilities, the telephone company, and any like organization must have access to, easily accessible by keeping such areas free of cupboards, crates, goods, or any other obstruction.

Building material specifications	Whether, pursuant to the provisions of this Agreement or otherwise, the Tenant performs maintenance, improvement, or alteration works in respect of the premises, the Tenant shall provide the Landlord, in good time prior to the execution of such work, with specification of the building materials – to the extent such have been prepared – for the products and materials to be used on the premises.

Planning and Building Code (PBL) fines	When the Tenant undertakes alterations to the premises without the requisite construction permit and, as a consequence thereof the Landlord is compelled to pay construction fines or supplemental fees pursuant to the rules set forth in the Planning and Building Code (PBL), the Tenant shall reimburse the Landlord in respect of this.

Reduction of rent	The Tenant shall not be entitled to a reduction in rent for the period during which the Landlord allows work to be carried out in order to place the premises in the agreed condition, or other works specifically set forth in the Agreement.

	¨ The Tenant’s right to a reduction in rent during the Landlord’s performance of customary	Appendix

Notice

In addition, see Instructions prepared by the organizations.

Swedish Property Federation form no. 12B, prepared in 1998 in consultation with the Swedish Federation of Trade and the Swedish Hotels- and Restaurants Association (SHR). Copying prohibited.


	Initial	Initial

License number: 2160-9981-2121-41. Version no. 6.5. Registered to: Sveareal AB	[initialled]


		LEASING AGREEMENT		Page 40(4)

		FOR NON-RESIDENTIAL PREMISES		No. 4301-7804-00


The undersigned have this day entered into the following Lease Agreement:		An X in a box means that the text following thereafter applies

Notice

In addition, see Instructions prepared by the organizations.

Swedish Property Federation form no. 12B, prepared in 1998 in consultation with the Swedish Federation of Trade and the Swedish Hotels- and Restaurants Association (SHR). Copying prohibited.


	Initial	Initial

License number: 2160-9981-2121-41. Version no. 6.5. Registered to: Sveareal AB	[initialled]


		LEASING AGREEMENT		Page 41(4)

		FOR NON-RESIDENTIAL PREMISES		No. 4301-7804-00


The undersigned have this day entered into the following Lease Agreement:		An X in a box means that the text following thereafter applies


Signs, awnings, windows, doors, etc.	Following consultation with the Landlord, the Tenant shall be entitled to display a customary business sign, provided that the Landlord has not reasonably denied the same and that the Tenant has obtained the requisite permit from the relevant authority. Upon surrender of the premises, the Tenant shall restore the facade of the building to an acceptable condition. In conjunction with more extensive property maintenance, such as the renovation of facades, etc, the Tenant shall, at his own cost and without compensation, dismantle and reassemble signs, awnings, and antennas. The Landlord undertakes not to fix vending machines and display cabinets on the exterior walls of the premises let to the Tenant without the Tenant’s consent, and grants to the Tenant an option to fix vending machines and display cabinets on the walls in question.
	¨ The Landlord x The Tenant is liable for any damage due to negligence or malicious intent to
		x windows	¨ display/shop windows	x entrance doors
		x signs	x Damage due to breaking/entering/robbery



	x The Tenant shall purchase and maintain glass insurance with respect to all display/shop windows and entrance doors appurtenant to the premises.

Locks	¨ The Landlord	x The Tenant shall equip the premises with such locks and anti-theft devices as may be required to ensure the validity of the Tenant’s business insurance.



Force majeure		The Landlord shall not be compelled to perform his obligations under this Agreement or pay any damages where, as a consequence of acts of war or riots, work stoppages, blockades, fires, explosions, or intervention by a public authority over which the Landlord has no control and which could not have been foreseen, and the Landlord is prevented entirely from performing his obligations or may only be able to do so at abnormally high cost.



Security	This Agreement is contingent upon the provision of security in the form of a			Appendix

	¨ Bank guarantee	¨ Personal guarantee	¨ To be provided no later than

Special provisions				Appendix

	– Value added tax clause			3

	– Special provisions			4

Notice

In addition, see Instructions prepared by the organizations.

Swedish Property Federation form no. 12B, prepared in 1998 in consultation with the Swedish Federation of Trade and the Swedish Hotels- and Restaurants Association (SHR). Copying prohibited.


	Initial	Initial

License number: 2160-9981-2121-41. Version no. 6.5. Registered to: Sveareal AB	[initialled]


		LEASING AGREEMENT		Page 42(4)

		FOR NON-RESIDENTIAL PREMISES		No. 4301-7804-00


The undersigned have this day entered into the following Lease Agreement:		An X in a box means that the text following thereafter applies


Signature	This Agreement, which may not be registered without specific consent, has been prepared in two identical copies of which each party has received one. All prior agreements between the parties with respect to these premises shall cease to apply commencing on the date of the execution of this Agreement.

	Place/date	Place/date

	[hw:] Malmö 26/03/2009

	Landlord I-Parken i Lund AB [signature]	Tenant Novozymes Biopharma AB [signature]

	Printed name [signature] [stamp:] Peter Olsson [stamp:] Johan Sjöstedt	Printed name [hw:] Mikael [illegible]



Assignment	This Lease Agreement is hereby assigned to commencing
Assignment
	Assignor	Assignee (New Tenant)	National ID/co. registration no.

The above referenced assignment is hereby approved	Place/date	Landlord

Notice

In addition, see Instructions prepared by the organizations.

Swedish Property Federation form no. 12B, prepared in 1998 in consultation with the Swedish Federation of Trade and the Swedish Hotels- and Restaurants Association (SHR). Copying prohibited.


	Initial	Initial

License number: 2160-9981-2121-41. Version no. 6.5. Registered to: Sveareal AB	[initialled]


[logo]	INDEX CLAUSE	Page 1(2)
THE SWEDISH PROPERTY FEDERATION	FOR NON-RESIDENTIAL PREMISES

Appendix no. 1


Concerns	Lease contract no. 4301-7804-00	in the property Hunnerup 1

Landlord	I-Parken i Lund AB, 556263-8394

Tenant	Novozymes Biopharma AB, 556627-0830

Clause	Of the rent amount specified in the contract, 396,000 SEK , 100 % or 396,000 SEK shall constitute the base rent. During the lease period, an addition to the rent amount shall be paid with respect to changes in the consumer price index (total index with 1980 as the base year), with a certain percent of the base rent, according to the reasons below. • For lease agreements that begin at any time during the period 01/01 – 06/30, the base rent is adjusted to the index value for October of the previous year. • For lease agreements that begin at any time during the period 07/01 – 12/31, the base rent is instead adjusted to the index value for October of the same period. • The index value for October, to which the base rent is considered to be adjusted in accordance with the above, constitutes the base number unless otherwise agreed upon as follows by indicating the year. Otherwise agreed upon base number, namely the index value for October 2010. If the index value should rise in relation to the base number in any subsequent October, an addition shall be paid with the percentage by which the index value is changed in relation to the base number. In the continuation, the addition shall be paid in relation to the index changes, whereby the change in rent is calculated on the basis of the percent change between the base number and the index number for the respective October. Outgoing rent, however, shall never be set lower than the rent amount specified in the contract. The change in rent always occurs as of 1 January after the October index occasions the recalculation. The instructions on page 2 are applicable to this agreement.

Signature	Place/date [handwritten:] Malmö 03/26/2009	Place/date

Swedish Property Federation form no. 6EB, prepared in 1999 in consultation with the Swedish Federation of Trade and the Swedish Hotels- and Restaurants Association (SHR).

The examples in the manual were revised in May 2002. Copying prohibited.

Lic. no.: 2160-9981-2121-41. Version no.: 6.5 Licensed to: Sveareal AB


		Landlord		Tenant
		I-Parken i Lund AB		Novozymes Biopharma AB
		I-Parken i Lund AB		Printed name [hw:] MIKAEL BUNDGAARD-NIELSEN

				Tenant

		[signature]		[signature]

		Printed name		Printed name

		Peter Olsson / Johan Sjöstedt

The Landlord’s own entry on base number:

Page 2(2)

Instructions for the Index Clause for Non-Residential Premises

The Base Rent

The Base Number

The index number for October, to which the base rent is considered to be adjusted, makes up the base number unless otherwise indicated by indicating the year (see the provisions on page 1).

A comparison of indices occurs as soon as the year’s October index is published. In recent years, the October index has been published in mid-November.

Calculation of the rent supplement

Calculate the difference between the current October index and the base number.

If the difference is positive, the calculated difference is divided by the base number.

The size of the rent supplement is calculated by this quotient, multiplied by the base rent.

Example

Calculation of rent supplement for the year 2002

The base rent is assumed to be 100,000 SEK/year and is adjusted to the consumer price index (CPI) for October 1999, which is 259.7 (Base number). The October index for the year 2001 is 269.1.

Calculate the difference between the index number 269.1 and 259.7. The difference is positive and adds up to 9.4.

Alternative A: If the CPI for October 2001 should instead end up being lower than the year before, e.g. 262.0 (October index for year 2000 was 262.6).

Alternative B: If the CPI for October 2001 should instead end up being lower than the base number 259.7, e.g. 259.5.

The difference between 259.5 and the base number 259.7 would have then been negative. No rent supplement should then be paid. The rent amount specified in the agreement should apply.

Appendix no. 2


Concerns	Lease contract no. 4301-7804-00	for the property Hunnerup 1

Landlord	I-Parken i Lund AB, 556263-8394

Tenant	Novozymes Biopharma AB, 556627-0830

Clause	The applicable option is marked with a cross in the box and filled in with the required information. To the extent that the portions of the property that consist of the office space should be/are liable to property taxes, the Tenant shall pay the Landlord compensation for this along with the rent, according to the marked option. x In addition to the rent amount specified in the contract, the Tenant shall annually pay for compensation for his share of outgoing property taxes for the office space on each occasion. The Tenant’s share shall be considered to be 2.222 percent. According to the rules that apply at the time of the signing of the contract, the compensation constitutes 38,880 SEK per year at the start of the lease period. ¨ Compensation for the share of the property taxes accruing at the office space is included in the rent amount specified in the agreement and constitutes SEK at the time of the signing of the agreement.

	The office space’s share of the property taxes for the office space shall be considered to be percent. The Tenant shall pay compensation for his share of changes that occurred (regardless of the reason for them) in the property taxes for the office space, after the signing of the agreement, to the extent that the taxes exceed the compensation for the property taxes that is included in the rent. If the property taxes should happen to decrease/cease, with the result that the Tenant’s share of the compensation is less than the compensation that is included in the rent specified in the agreement, in accordance with the above, however, the rent shall at least amount to the original amount. Other clauses (e.g. index) found in the agreement thus entail that the total rent amount that the Tenant pays is/may be higher than the rent sum specified in the agreement. The Tenant’s share specified above, which shall be unaltered during the rental period, has been calculated according to the following:

Swedish Property Federation form no. 7B, prepared in 1995. Point 21. Guidelines revised in 1997. Copying prohibited.

Lic. no.: 2160-9981-2121-41. Version no.: 6.5 Licensed to: Svereal AB


	The instructions on page 2 are applicable to the agreement.

Signature	Place/date [handwritten:] Malmö 03/26/2009	Place/date
	Landlord	Tenant
		Novozymes Biopharma AB

	I-Parken i Lund AB	[signature]
	[signature] [signature]

	Printed name	Printed name
	Peter Olsson / Johan Sjöstedt	[hw:] MIKAEL BUNDGAARD-NIELSEN


INSTRUCTIONS		Page 2(2)

The clause was formulated in June 1995, i.e. before the time (usually 1 January 1996) from which the property taxes apply for the office space. The clause therefore has a wording that means that this can be introduced into the agreement that is signed before the taxes are paid, as well as in the agreement that is signed when the taxes are actually paid.

According to § 19 of the Rent Act, the rent – with some exceptions – shall be the amount determined in the rent agreement. If the lease period is specified, and for a period of at least three years, reservations also apply that the rent shall be paid in the amount determined according to “another basis for calculation,” e.g. adjustment of the index. This also means that the lease term must be determined at least three years before the Landlord shall be able to charge compensation for property taxes, with an amount that can vary according to the change in the tax. Furthermore, the basis for calculation must be specified in the agreement. The clause therefore assumes that the parties will indicate for how large a share of the tax the Tenant must pay compensation.

Fill in the Tenant’s share!

To the extent that the Tenant shall pay a rent supplement for property taxes, the rent supplement should be reported separately on the rent specification.

Mark with cross the option which you have selected. In the option selected, the Tenant’s share and the current amount are indicated. Furthermore, indicate how the Tenant’s share is calculated.

[signature] [signature]

Page 1(1)

Value added tax clause

Appendix no. 3


Concerning	Lease agreement no. 4301-7804-00	Premises Hunnerup 1

Landlord	I-Parken i Lund AB	National ID/company registration no. 556263-8394

Tenant	Novozymes Biopharma AB	National ID/company registration no. 556627-0830

Appendix /Addendum:	VAT clause Article 1 Value added tax clause a) The Tenant shall conduct VAT-liable business on the premises, or shall have the right to receive compensation (a ‘refund’) in pursuance of Chapter 10 of the Swedish VAT Act. b) The Tenant shall on each occasion in addition to the rent pay the VAT as stipulated under currently applicable legislation in relation to Value Added Tax on rent. The VAT shall be paid at the same time as the rent, calculated on the amount of the rent and, where applicable, shall be calculated as per supplementary costs such as (consumer price) index changes, gas/fuel, water supply and sewage, cooling, electricity, ventilation and property taxes, etc. c) The Tenant undertakes to inform the Landlord in the event of any changes to the Tenant’s activity, which could involve the cessation of registration as a VAT-liable business. The change may be due to the Tenant’s activity being deemed no longer liable to Value Added Taxation by a tax or other authority, or may be due to some other action by the Tenant, of whatever nature. In the event of the cessation of the Tenant’s registration as a VAT-liable business, or if the Tenant no longer has the right to a refund in pursuance of Chapter 10 of the Swedish VAT Act, the Tenant shall provide compensation to the Landlord as stipulated below. d) The Tenant is not entitled to wholly or partly assign the leasing rights to the premises to a third party (‘sublet the premises’) in the absence of the written consent of the Landlord. To the extent that the Tenant is allowed to sublet the premises in accordance with written permission from the Landlord providing for such, or if the rent tribunal has given their permission for subletting of the premises, the Tenant shall be required to register this subletting activity for Value Added Tax so that the Landlord does not become liable to pay for a VAT adjustment. As regards all subletting of the premises to a non-VAT-liable business, the Tenant shall provide compensation to the Landlord as stipulated below. e) The Tenant is not entitled to assign the leasing rights to the premises to a third party without the written consent of the Landlord. If specific permission has been retained from the Landlord or the rent tribunal permitting the Tenant to assign the leasing rights to a non-VAT-liable business, the Tenant shall provide compensation to the Landlord as stipulated below. The Tenant shall compensate the Landlord on all occasions where the Tenant has caused the Landlord to become liable to a base VAT amount adjustment, in accordance with the following: • for the amount that the Landlord is obligated to pay for the concept of an adjustment as provided for in Chapter 8(a) of the Swedish VAT Act (1994:200), on adjustments of deductions for base VAT amounts in respect of an investment item. • for the remainder of the lease period and at the same time as usual rent payments, for the amount corresponding to the increased cost incurred by the Landlord as a consequence of the lost right of deduction on the base VAT amount. If the Tenant, with or without the approval of the Landlord, undertakes new construction, extension or renovation work on the premises during the rental period, the Tenant shall submit a written specification of the measures taken, as well as the amounts paid for said measures, to the Landlord. This is required because this evidence may be used as supporting documentation submitted to substantiate a VAT adjustment in pursuance of Chapter 8(a)(2)(4) of the Swedish VAT Act (1994:200).


Signature	Place/date	Place/date

	[hw:] Malmö 26/03/2009


		Landlord		Tenant

		I-Parken i Lund AB		Novozymes Biopharma AB

		[signature] [signature]		[signature]

		[stamp:] Peter Olsson		[stamp:] Johan Sjöstedt


[logo]	LEASING AGREEMENT	Page 7(4)
THE SWEDISH PROPERTY FEDERATION	FOR NON-RESIDENTIAL PREMISES	No. 33001 7724 07


The undersigned have this day entered into the following Lease Agreement:		An X in a box means that the text following thereafter applies

Special provisions

Appendix No. 4


Concerning	Lease agreement no. 4301-7804-00	Premises Hunnerup 1

Landlord	I-Parken i Lund AB	National ID/company registration no. 556263-8394

Tenant	Novozymes Biopharma AB	National ID/company registration no. 556627-0830

Appendix /Addendum:	SB Storage Facilities Article 1 The premises Irrespective of the design and condition of the premises, the Landlord shall have the right to perform any changes justified on the basis of reasons related to the building construction or similar reasons invoked by a relevant authority. Such changes shall be done as per consultation and reasonable regard shall be taken to the Tenant’s wishes before the choice of a technical solution is made. Article 2 Parking spaces Can be let at Q-Park. Article 3 Environmental responsibility If the Tenant engages in environmentally dangerous activity, the Tenant shall inform the Landlord and if the Landlord so requests, shall allow for environmental inspections to be performed on the property and leased premises at his own cost. The environmental inspection shall be performed by a reputable inspection company that has been approved by the Landlord. The results of the inspection shall be immediately provided to the Landlord. If the Tenant conducts activity that leads to an injunction or decision in pursuance of The Swedish Environmental Code or other environmental legislation, the Tenant shall be financially liable to the Landlord for all of his costs and damages incurred as a result of the conducted activity. Article 4 Heating The cost of heating is not included in the rent and the Tenant shall effect payment, as a supplement to the rent, for the amount of, at present, 130 Sq. m/year, which corresponds to the space units of the premises divided per Sq m of surface liable for debiting. A preliminary supplementary fee for 2008 shall be paid in addition to the rent and shall be settled annually on the basis of the actual outcome drawn up by the Landlord. At the time of settlement, the preliminary fee for the following year shall be determined. This cost shall be based on

Notice

In addition, see Instructions prepared by the organizations.

Swedish Property Federation form no. 12B, prepared in 1998 in consultation with the Swedish Federation of Trade and the Swedish Hotels- and Restaurants Association (SHR). Copying prohibited.


License number: 2160-9981-2121-41. Version no. 6.5. Registered to: Sveareal AB	Initial	Initial

	[initialled]


		LEASING AGREEMENT		Page 8(4)
		FOR NON-RESIDENTIAL PREMISES		No. 33001 7724 07


The undersigned have this day entered into the following Lease Agreement:		An X in a box means that the text following thereafter applies

the previous year’s actual outcome.

Article 5 Water

The cost of heating and water is not included in the rent and the Tenant shall effect payment, as a supplement to the rent, for the amount of, at present, 20 Sq. m/year, which corresponds to the space units of the premises divided per Sq m of surface liable for debiting. A preliminary supplementary fee for 2008 shall be paid in addition to the rent and shall be settled annually on the basis of the actual outcome drawn up by the Landlord.

At the time of settlement, the preliminary fee for the following year shall be determined. This cost shall be based on the previous year’s actual outcome.

Article 6 Electricity

The Tenant has their own contract with the provider.

Article 7 Maintenance, etc.

The maintenance to be undertaken by the Tenant shall include service and maintenance of doors.

Article 8 Disclosure obligation

It is of essential importance to the Landlord that the Tenant inform the Landlord in writing of any and each significant change to their activity and, in the event that the Tenant is a body corporate, of any change in ownership.

Article 9 Assignment of leasing rights

Since the Landlord is registered as being liable to pay Value Added Tax (‘VAT-liable’) in respect of renting the rental item, the Tenant is not entitled to wholly or partly assign the leasing rights to the premises to a third party that does not conduct VAT-liable business.

Should the Tenant fail to comply with the above provision, the Landlord shall be entitled to charge

Notice

In addition, see Instructions prepared by the organizations.

Swedish Property Federation form no. 12B, prepared in 1998 in consultation with the Swedish Federation of Trade and the Swedish Hotels- and Restaurants Association (SHR). Copying prohibited.


Notice: This is a translation into English of form no. 12B	Initial	Initial

License number: 2160-3649-09. Version no. 6.5. Registered to: Kungsleden Fastighets AB.	[initialed]


		LEASING AGREEMENT		Page 9(4)
		FOR NON-RESIDENTIAL PREMISES		No. 33001 7724 07


The undersigned have this day entered into the following Lease Agreement:		An X in a box means that the text following thereafter applies

the Tenant for any and all costs that he might incur in relation thereto.

Article 10 Fixtures and fittings work etc.

In the absence of written permission from the Landlord, the Tenant shall not have the right to perform works related to renovations of the interior, fixtures and fittings, or other reconstruction works, either on the property or on the premises.

Article 11 Systematic Fire protection work

It shall be incumbent upon the Tenant to, at his own cost and on his own account, comply with all current requirements stipulated under the Swedish Civil Protection Act (2003:778) and related decrees, regulations and guidelines.

Escape routes may not be blocked.

Article 12 Professional membership where applicable

The Tenant shall be under the obligation to be a member of the professional association active on the given property, and to pay the relevant membership fee, as well as to comply with all decisions taken by this professional association.

Article 13 Surrender of the premises

At the end of the lease, the Tenant is responsible for returning the leased premises in a condition that is clean and in a generally acceptable condition. In the event that the premises are lacking in terms of cleanliness or maintenance, the Landlord shall be entitled to have the premises cleaned and/or repaired at the Tenant’s cost.

At the latest on the day of the termination of the lease, the Tenant shall, at his own cost, remove all of his property such as goods, stocks, signs, etc. Property that has not been removed shall be considered abandoned and shall become the property of the Landlord, for which compensation may not be claimed. The Landlord shall have the right, however, to demand that the Tenant proceed to remove waste, etc., or to have this done at the cost of the Tenant.

No compensation shall be paid for changes, extensions or renovations performed to the premises by the Tenant, unless agreed upon in writing, or following from Chapter 12 Sections 56-60 of the Swedish Land Code.

Article 14 Distribution of responsibility in respect of equipment containing chlorofluorocarbons (CFCs)

The Tenant shall be responsible for, and where applicable, shall assume the Landlord’s responsibility to ensure that equipment containing CFCs used by the Tenant in their activity complies with all requirements stipulated under the Swedish Environmental Code, and in ancillary legislation thereto.

Inter alia, this shall mean that, in pursuance of The Refrigerants Order, the Tenant shall be obligated to ensure compliance with all rules in respect of notification, annual inspection and reporting to authorities.

The Tenant’s obligations shall include maintenance, requisite exchange or new installation of equipment, etc. and notification.

Article 15 Reduction of rent during normal maintenance

The Tenant shall have no right of reduction of the rent due to impediment or detriment of the right of use and enjoyment as a consequence of the Landlord performing normal maintenance or renovation of the rented premises or other parts of the property. However, it shall be incumbent upon the Landlord to inform the Tenant well in advance about the type and scope of the work and when and during which time the work will be performed. The Landlord shall minimize disruptions to the Tenant to the greatest possible extent during the execution of said measures.

Notice

In addition, see Instructions prepared by the organizations.

Swedish Property Federation form no. 12B, prepared in 1998 in consultation with the Swedish Federation of Trade and the Swedish Hotels- and Restaurants Association (SHR). Copying prohibited.


Notice: This is a translation into English of form no. 12B	Initial	Initial

License number: 2160-3649-09. Version no. 6.5. Registered to: Kungsleden Fastighets AB.	(initialed)


		LEASING AGREEMENT		Page 10(4)
		FOR NON-RESIDENTIAL PREMISES		No. 33001 7724 07


The undersigned have this day entered into the following Lease Agreement:		An X in a box means that the text following thereafter applies


Signature	Place/date [hw:] Malmö 03/26/2009	Place/date

	Landlord I-Parken i Lund AB [signature] [signature] [stamp:] Peter Olsson	Tenant Novozymes Biopharma AB [signature]

Notice

In addition, see Instructions prepared by the organizations.

Swedish Property Federation form no. 12B, prepared in 1998 in consultation with the Swedish Federation of Trade and the Swedish Hotels- and Restaurants Association (SHR). Copying prohibited.


Notice: This is a translation into English of form no. 12B	Initial	Initial

License number: 2160-3649-09. Version no. 6.5. Registered to: Kungsleden Fastighets AB.	(initialed)

LEASING AGREEMENT

Page 11(4)

FOR NON-RESIDENTIAL PREMISES

No. 33001 7724 07


The undersigned have this day entered into the following Lease Agreement:		An X in a box means that the text following thereafter applies

Landlord

I-Parken i Lund AB

National ID/company registration no.

556263-8394

Tenant

Novozymes Biopharma AB

National ID/company registration no.

556627-0830

Tenant (2)

National ID/company registration no.

Premise Address, etc.

Municipality

Lund

Property designation

Hunnerup 1

Street address

S.t Lars Väg 49

Stairs/house

Apartment no.

Billing address:

S:t Lars väg 49, 220 07 LUND

Condition and use of the office space

Unless otherwise indicated, the office space with associated facilities is being leased for use as:

Storage/Changing room

Size and extent of the office space

Shop area

Office area in

Storage area in

Other area

plan

m ²

plan

m ²

ca. 361

plan

m ²

Plan

m ²

plan

m ²

The indicated areas

¨ have x Have not been measured jointly prior to the execution of the Agreement

Should the area shown in the Agreement deviate from that actually measured, this does not entitle the Tenant to any repayment of rent nor entitle the Landlord to any increased rent

x The extent of the leased premises is marked on appended plan(s)

Appendix 5

access for cars loading and unloading

place for sign

place for display cabinet / vending machine

parking space(s) for

¨ car(s)

garage space(s) for cars

Notice

In addition, see Instructions prepared by the organizations.

Swedish Property Federation form no. 12B, prepared in 1998 in consultation with the Swedish Federation of Trade and the Swedish Hotels- and Restaurants Association (SHR). Copying prohibited.


Notice: This is a translation into English of form no. 12B	Initial	Initial

License number: 2160-3649-09. Version no. 6.5. Registered to: Kungsleden Fastighets AB.	[initialed]

LEASING AGREEMENT

Page 12(4)

FOR NON-RESIDENTIAL PREMISES

No. 33001 7724 07


The undersigned have this day entered into the following Lease Agreement:		An X in a box means that the text following thereafter applies


Furnishings, etc.	The premises are let		Appendix

	x without furnishings specific to the Tenant’s use of the premises	¨ with furnishings/fixtures/fittings specific to Tenant’s use of the premises according to appendix
	Unless otherwise agreed upon, at the termination of the tenancy, the Tenant shall remove all property belonging to him and surrender the premises in acceptable condition. The parties agree to carry out a joint inspection of the premises not later than the last day of the tenancy. If, as a result of the Tenant’s actions – carried out with or without the Landlord’s consent – the premises upon surrender should contain material, which had not previously been agreed that the Landlord should be responsible for, the Tenant shall remove such material or pay the Landlord’s expenses in so doing, including but not limited to, transportation costs, waste disposal taxes and storage charges.

Telephone lines	x The Tenant shall pay for the installation of the necessary telephone lines from a connection point designated by the service provider to those points in the premises chosen by the Tenant in consultation with the Landlord.

	¨ The Landlord shall pay for the corresponding installation of lines to the premises. The installation of the lines inside the premises shall be carried out by the Tenant in consultation with the Landlord; the cost, however, to be borne by the Tenant.

Data communication lines	x The Tenant shall pay for the installation of the necessary data communication lines from a connection point designated by the service provider to those points in the premises chosen by the Tenant in consultation with the Landlord.

	¨ The Landlord shall pay for corresponding installation of lines to the premises. The installation of lines inside the premises shall be carried out by the Tenant in consultation with the Landlord; the cost, however, to be borne by the Tenant.

Term of lease	Commencing 04/01/2008	Up to and including 03/31/2013

Termination/extension	Notice of termination of this Agreement must be given in writing at least 9 months prior to the expiry of this Agreement. In the absence thereof, this Agreement is extended by a term of 3 years at a time.

Heating and hot water	Requisite heating of the premises is provided by Hot water is provided x throughout the year	x the Landlord ¨ the Tenant ¨ not provided ¨

Notice

In addition, see Instructions prepared by the organizations.

Swedish Property Federation form no. 12B, prepared in 1998 in consultation with the Swedish Federation of Trade and the Swedish Hotels- and Restaurants Association (SHR). Copying prohibited.


Notice: This is a translation into English of form no. 12B	Initial	Initial

License number: 2160-3649-09. Version no. 6.5. Registered to: Kungsleden Fastighets AB.	[initialed]

LEASING AGREEMENT

Page 13(4)

FOR NON-RESIDENTIAL PREMISES

No. 33001 7724 07


The undersigned have this day entered into the following Lease Agreement:		An X in a box means that the text following thereafter applies


Rent	SEK 400,000 Per annum comprising ¨ total rent x rent excl. supplements marked Appendix

Index clause	x Changes to the above-stated rent shall be effected pursuant to the appended index clause			App. 1

Heating and hot water costs	x Fuel/heating supplement payable in accordance with appended clause Special provisions			App 4

Water and sewerage costs	¨ Water/sewerage supplement payable in accordance with appended clause			App

Cooling Ventilation	¨ Costs for the operation of special cooling and ventilation appliances shall be reimbursed in accordance with appended clause			App.

Electricity	¨ included in rent	x Tenant has own contract with the provider

Cleaning of stairwell	x included in rent	¨ arranged for and paid for by the Tenant

Refuse and waste removal	Insofar as the Landlord is responsible for the provision of storage space for refuse/waste, and arranging for the removal of such refuse/waste, it is the Tenant’s responsibility to sort and deposit refuse/waste in the appropriate containers as directed, in their designated place, as well as without recompense contribute towards further and/or additional sorting, as directed by the Landlord. Refuse and waste removal ¨ included in rent ¨ arranged for and paid for by the Tenant x included in rent with respect to the types of refuse/waste indicated below. The Tenant shall be responsible for, and pay for the costs of, collection, sorting, storage and transportation of the categories of refuse/waste not indicated below which are to be found on the Tenants premises.
	x household waste ¨ heavy refuse ¨ compostable waste ¨ newspapers ¨ batteries	¨ fluorescent tubes ¨ metal packaging ¨ clear glass containers ¨ colored glass containers ¨ cardboard packaging	¨ hard plastic packaging ¨ Hazardous waste pursuant to the Hazardous Waste Ordinance (1996:971) ¨ ¨ ¨
Snow clearance and gritting	x included in rent ¨ to be arranged for and paid by the Tenant ¨ as per App.			App.

Notice

In addition, see Instructions prepared by the organizations.

Swedish Property Federation form no. 12B, prepared in 1998 in consultation with the Swedish Federation of Trade and the Swedish Hotels- and Restaurants Association (SHR). Copying prohibited.


Notice: This is a translation into English of form no. 12B	Initial	Initial

License number: 2160-3649-09. Version no. 6.5. Registered to: Kungsleden Fastighets AB.	[initialed]


		LEASING AGREEMENT		Page 14(4)

		FOR NON-RESIDENTIAL PREMISES		No. 33001 7724 07


The undersigned have this day entered into the following Lease Agreement:		An X in a box means that the text following thereafter applies


Property taxes	¨ included in rent x reimbursement payable as per special agreement	App. 2

Unforeseen costs	Where, following the execution of this Agreement, unforeseen increases in costs arise in relation to the property as a consequence of: c) the introduction of, or increase in taxes, charges or duties levied specifically on the property as a result of decisions taken by the Parliament, Government, municipalities, or other relevant authorities; d) general rebuilding measures or suchlike in respect of the property which do not relate solely to the premises and which the Landlord is obliged to execute as a result of decisions of the Parliament, Government, municipalities or other relevant authorities; The Tenant shall, commencing at the time of the cost increase, reimburse the Landlord in relation to that proportion of the total annual increase in costs for the property represented by the premises. The proportion represented by the premises is 1.75 percent. Where the proportion has not been indicated, it shall be comprised of that proportion of the total rents for premises (excluding any value-added tax) represented by the Tenant’s rent (excluding any value-added tax) at the time of the increase in costs. For unleased premises, the market rent for the premises shall be estimated. ‘Taxes’ in accordance with a) above does not refer to value-added tax and property tax to the extent that reimbursement in respect of this is paid as per agreement. ‘Unforeseen costs’ means such costs as were not decided upon by the authorities as set forth in sections a) and b) at the inception of the Agreement. Reimbursement shall be paid in the same manner as set forth below for rental payments.

Notice

In addition, see Instructions prepared by the organizations.

Swedish Property Federation form no. 12B, prepared in 1998 in consultation with the Swedish Federation of Trade and the Swedish Hotels- and Restaurants Association (SHR). Copying prohibited.


Notice: This is a translation into English of form no. 12B	Initial	Initial

License number: 2160-3649-09. Version no. 6.5. Registered to: Kungsleden Fastighets AB.	[initialed]


		LEASING AGREEMENT		Page 15(4)

		FOR NON-RESIDENTIAL PREMISES		No. 33001 7724 07


The undersigned have this day entered into the following Lease Agreement:		An X in a box means that the text following thereafter applies


Value-added tax (VAT)	x The property owner/Landlord is liable to pay value-added tax for the letting of the premises. In addition to rent, the Tenant shall on each occasion pay the VAT currently applicable. ¨ Where, following a decision by the Tax Authorities, the property owner/Landlord becomes liable to pay VAT for the letting of the premises, the Tenant shall on each occasion in addition to the rent pay the VAT currently applicable. The VAT paid together rent shall be calculated on the stated rental amount and where applicable on supplemental charges and other reimbursements paid in accordance with the Agreement, pursuant to the rules applicable at the time in respect of VAT payable on rent. Where the Landlord becomes liable to pay VAT pursuant to the provisions of the Value Added Tax Act as a consequence of the Tenant’s independent actions, such as a subletting of the premises (including subletting to its own company) or assignment, the Tenant shall reimburse the Landlord in full. In addition, the Tenant shall reimburse the Landlord in respect of the increased costs arising as a consequence of the Landlord’s loss of the entitlement to deduct VAT on operating expenses incurred as a consequence of the Tenant’s actions.

Payment of rent	The rent shall be paid in advance without prior demand, not later than the last Postal giro no. Bank giro no. working day prior to the commencement of

	¨ each calendar month x each quarter	by direct transfer to either of the following accounts		5674-6373

Interest, Payment reminders	Upon delay in the payment of rent, the Tenant shall pay interest in accordance with the Interest Act as well as compensation for written payment reminders in accordance with the Debt Recovery Act, etc. Compensation for payment reminders shall on each occasion be paid in an amount currently applicable pursuant to the Debt Recovery Ordinance, etc.

Maintenance, etc.	¨ The Landlord shall carry out and bear the cost of necessary maintenance of the premises and furnishings/fittings/fixtures supplied by him.	However, the Tenant shall be responsible for	Appendix

	x The Tenant shall carry out and bear the cost of necessary maintenance of the surface of floors, walls and ceiling, as well as of furnishings/fittings/fixtures provided by the Landlord.	The Tenant’s maintenance obligation includes		Appendix

	Where the Tenant does not fulfill his maintenance obligations and does not within a reasonable time carry out rectification works following a written demand, then the Landlord shall be entitled to fulfill these obligations at the Tenant’s expense.

Notice

In addition, see Instructions prepared by the organizations.

Swedish Property Federation form no. 12B, prepared in 1998 in consultation with the Swedish Federation of Trade and the Swedish Hotels- and Restaurants Association (SHR). Copying prohibited.


Notice: This is a translation into English of form no. 12B	Initial	Initial

License number: 2160-3649-09. Version no. 6.5. Registered to: Kungsleden Fastighets AB.	[initialed]


		LEASING AGREEMENT		Page 16(4)

		FOR NON-RESIDENTIAL PREMISES		No. 33001 7724 07


The undersigned have this day entered into the following Lease Agreement:		An X in a box means that the text following thereafter applies


	¨	The allocation of the maintenance obligations is set forth as per separate appendix.	Appendix

Management and operation	Unless otherwise agreed, the Landlord shall, where applicable, manage, operate, and maintain the public and common areas. The Tenant shall be entitled, without the Landlord’s written consent, to carry out any fitting and/or installation or alteration works within the premises or otherwise within the property, which directly affects the structural components of the building or installations important to the functioning of the property, such as water and sewage, electricity, ventilation systems, etc., which are the property of the Landlord. Sprinkler heads and ventilation equipment may not be covered by any fixtures/fittings by the Tenant in such a manner as to reduce the functioning of such equipment. In conjunction with the performance of fitting out works, the Tenant shall ensure that the functioning of radiators and other heating equipment is maintained in all significant respects.

Inspections	Where any defects and/or deficiencies are found subsequent to an inspection by a relevant authority, in the electrical and sprinkler equipment is the property of the Tenant, the Tenant shall, at his own cost and within the period prescribed by the relevant authority, carry out any measures required. Where the Tenant has not rectified the defects and/or deficiencies within the stated time, the Landlord shall be entitled, at the Tenant’s expense, to carry out such measures as are required by the relevant authority.

Access to certain spaces	The Tenant shall keep areas to which the maintenance to personnel and personnel from the energy utilities, water and sewage utilities, the telephone company, and any like organization must have access to, easily accessible by keeping such areas free of cupboards, crates, goods, or any other obstruction.

Building material specifications	Whether, pursuant to the provisions of this Agreement or otherwise, the Tenant performs maintenance, improvement, or alteration works in respect of the premises, the Tenant shall provide the Landlord, in good time prior to the execution of such work, with specification of the building materials – to the extent such have been prepared – for the products and materials to be used on the premises.

Planning and Building Code (PBL) fines	When the Tenant undertakes alterations to the premises without the requisite construction permit and, as a consequence thereof the Landlord is compelled to pay construction fines or supplemental fees pursuant to the rules set forth in the Planning and Building Code (PBL), the Tenant shall reimburse the Landlord in respect of this.

Reduction of rent	The Tenant shall not be entitled to a reduction in rent for the period during which the Landlord allows work to be carried out in order to place the premises in the agreed condition, or other works specifically set forth in the Agreement.

	¨	The Tenant’s right to a reduction in rent during the Landlord’s performance of customary	Appendix

Notice

In addition, see Instructions prepared by the organizations.

Swedish Property Federation form no. 12B, prepared in 1998 in consultation with the Swedish Federation of Trade and the Swedish Hotels- and Restaurants Association (SHR). Copying prohibited.


Notice: This is a translation into English of form no. 12B	Initial	Initial

License number: 2160-3649-09. Version no. 6.5. Registered to: Kungsleden Fastighets AB.	[initialed]


		LEASING AGREEMENT		Page 17(4)

		FOR NON-RESIDENTIAL PREMISES		No. 33001 7724 07


The undersigned have this day entered into the following Lease Agreement:		An X in a box means that the text following thereafter applies

Notice

In addition, see Instructions prepared by the organizations.

Swedish Property Federation form no. 12B, prepared in 1998 in consultation with the Swedish Federation of Trade and the Swedish Hotels- and Restaurants Association (SHR). Copying prohibited.


Notice: This is a translation into English of form no. 12B	Initial	Initial

License number: 2160-3649-09. Version no. 6.5. Registered to: Kungsleden Fastighets AB.	[initialed]


		LEASING AGREEMENT		Page 18(4)

		FOR NON-RESIDENTIAL PREMISES		No. 33001 7724 07


The undersigned have this day entered into the following Lease Agreement:		An X in a box means that the text following thereafter applies


Signs, awnings, windows, doors, etc.	Following consultation with the Landlord, the Tenant shall be entitled to display a customary business sign, provided that the Landlord has not reasonably denied the same and that the Tenant has obtained the requisite permit from the relevant authority. Upon surrender of the premises, the Tenant shall restore the facade of the building to an acceptable condition. In conjunction with more extensive property maintenance, such as the renovation of facades, etc, the Tenant shall, at his own cost and without compensation, dismantle and reassemble signs, awnings, and antennas. The Landlord undertakes not to fix vending machines and display cabinets on the exterior walls of the premises let to the Tenant without the Tenant’s consent, and grants to the Tenant an option to fix vending machines and display cabinets on the walls in question.

	¨ The Landlord x The Tenant is liable for any damage due to negligence or malicious intent to
		x windows x display/shop windows x entrance doors x signs x Damage due to breaking/entering/robbery

	x The Tenant shall purchase and maintain glass insurance with respect to all display/shop windows and entrance doors appurtenant to the premises.

Locks	¨ The Landlord	x The Tenant shall equip the premises with such locks and anti-theft devices as may be required to ensure the validity of the Tenant’s business insurance.

Force majeure	The Landlord shall not be compelled to perform his obligations under this Agreement or pay any damages where, as a consequence of acts of war or riots, work stoppages, blockades, fires, explosions, or intervention by a public authority over which the Landlord has no control and which could not have been foreseen, and the Landlord is prevented entirely from performing his obligations or may only be able to do so at abnormally high cost.

Security	This Agreement is contingent upon the provision of security in the form of a ¨ Bank guarantee ¨ Personal guarantee ¨ To be provided no later than		Appendix

Special provisions	- Value added tax clause - Special provisions		Appendix 3 4

Notice

In addition, see Instructions prepared by the organizations.

Swedish Property Federation form no. 12B, prepared in 1998 in consultation with the Swedish Federation of Trade and the Swedish Hotels- and Restaurants Association (SHR). Copying prohibited.


Notice: This is a translation into English of form no. 12B	Initial	Initial

License number: 2160-3649-09. Version no. 6.5. Registered to: Kungsleden Fastighets AB.	[initialed]

LEASING AGREEMENT

Page 19(4)

FOR NON-RESIDENTIAL PREMISES

No. 33001 7724 07


The undersigned have this day entered into the following Lease Agreement:		An X in a box means that the text following thereafter applies


Signature	This Agreement, which may not be registered without specific consent, has been prepared in two identical copies of which each party has received one. All prior agreements between the parties with respect to these premises shall cease to apply commencing on the date of the execution of this Agreement.

	Place/date [hw:] 080317	Place/date [hw:] 080313

	Landlord I-Parken i Lund AB [signature]	Tenant Novozymes Biopharma AB [signature]

	Printed name [stamp:] Peter Olsson [stamp:] Johan Sjöstedt	Printed name [hw:] [illegible]



Agreement with respect to the surrender of the premises	As a consequence of an agreement entered into on this day, the Agreement shall cease to apply commencing at which time the Tenant undertakes to surrender the premises.
	Place/date		Place/date
	Landlord		Tenant

Assignment	This Lease Agreement is hereby assigned to commencing
	Assignor	Assignee (New Tenant)		National ID/co. registration no.

The above referenced assignment is hereby approved	Place/date	Landlord

Notice

In addition, see Instructions prepared by the organizations.

Swedish Property Federation form no. 12B, prepared in 1998 in consultation with the Swedish Federation of Trade and the Swedish Hotels- and Restaurants Association (SHR). Copying prohibited.


Notice: This is a translation into English of form no. 12B	Initial	Initial

License number: 2160-3649-09. Version no. 6.5. Registered to: Kungsleden Fastighets AB.	[initialed]

Appendix no. 2


Concerns	Lease contract no. 33001 7724 07	for the property Hunnerup 1

Landlord	I-Parken i Lund AB, 556263-8394

Tenant	Novozymes Biopharma AB, 556627-0830

Clause	The applicable option is marked with a cross in the box and filled in with the required information. To the extent that the portions of the property that consist of the office space should be/are liable to property taxes, the Tenant shall pay the Landlord compensation for this along with the rent, according to the marked option. x In addition to the rent amount specified in the contract, the Tenant shall annually pay for compensation for his share of outgoing property taxes for the office space on each occasion. The Tenant’s share shall be considered to be 1.75 percent. According to the rules that apply at the time of the signing of the contract, the compensation constitutes 30,620 SEK per year at the start of the lease period. ¨ Compensation for the share of the property taxes accruing at the office space is included in the rent amount specified in the agreement and constitutes SEK at the time of the signing of the agreement. The office space’s share of the property taxes for the office space shall be considered to be percent. The Tenant shall pay compensation for his share of changes that occurred (regardless of the reason for them) in the property taxes for the office space, after the signing of the agreement, to the extent that the taxes exceed the compensation for the property taxes that is included in the rent. If the property taxes should happen to decrease/cease, with the result that the Tenant’s share of the compensation is less than the compensation that is included in the rent specified in the agreement, in accordance with the above, however, the rent shall at least amount to the original amount. Other clauses (e.g. index) found in the agreement thus entail that the total rent amount that the Tenant pays is/may be higher than the rent sum specified in the agreement. The Tenant’s share specified above, which shall be unaltered during the rental period, has been calculated according to the following:

Swedish Property Federation form no. 7B, prepared in 1995. Point 21. Guidelines revised in 1997.

Copying prohibited.

Lic. no.: 2160-9981-2121-41. Version no.: 6.5 Licensed to: Sveareal AB


	The instructions on page 2 are applicable to the agreement.

Signature	Place/date [handwritten:] 080317	Place/date [handwritten:] 080317

	Landlord I-Parken i Lund AB [signature] [signature]	Tenant Novozymes Biopharma AB [signature]

	Printed name [stamp:] Peter Olsson [stamp:] Johan Sjöstedt	Printed name [hw:] [illegible]


INSTRUCTIONS		Page 2(2)

Fill in the Tenant’s share!

To the extent that the Tenant shall pay a rent supplement for property taxes, the rent supplement should be reported separately on the rent specification.

Mark with cross the option which you have selected. In the option selected, the Tenant’s share and the current amount are indicated. Furthermore, indicate how the Tenant’s share is calculated.

[logo]

INDEX CLAUSE

Page 1(2)

THE SWEDISH PROPERTY FEDERATION

FOR NON-RESIDENTIAL PREMISES

Appendix no. 1


Concerns	Lease contract no. 33001 7724 07	in the property Hunnerup 1

Landlord	I-Parken i Lund AB, 556263-8394

Tenant	Novozymes Biopharma AB, 556627-0830

Clause	Of the rent amount specified in the contract, 400,000 SEK , 100 % or 400,000 SEK shall constitute the base rent. During the lease period, an addition to the rent amount shall be paid with respect to changes in the consumer price index (total index with 1980 as the base year), with a certain percent of the base rent, according to the reasons below. • For lease agreements that begin at any time during the period 01/01 – 06/30, the base rent is adjusted to the index value for October of the previous year. • For lease agreements that begin at any time during the period 07/01 – 12/31, the base rent is instead adjusted to the index value for October of the same period. • The index value for October, to which the base rent is considered to be adjusted in accordance with the above, constitutes the base number unless otherwise agreed upon as follows by indicating the year. Otherwise agreed upon base number, namely the index value for October 2007. If the index value should rise in relation to the base number in any subsequent October, an addition shall be paid with the percentage by which the index value is changed in relation to the base number. In the continuation, the addition shall be paid in relation to the index changes, whereby the change in rent is calculated on the basis of the percent change between the base number and the index number for the respective October. Outgoing rent, however, shall never be set lower than the rent amount specified in the contract. The change in rent always occurs as of January 1 after the October index occasions the recalculation. The instructions on page 2 are applicable to this agreement.

Signature	Place/date [handwritten:] Malmö 080317		Place/date [handwritten:] 080313

Swedish Property Federation form no. 6E, prepared in 1999 in consultation with the Swedish Federation of Trade and the Swedish Hotels- and Restaurants Association (SHR).

The examples in the manual were revised in May 2002. Copying prohibited.

Lic. no. 2160-9981-2121-41. Version no.: 6.5 Licensed to: Svereal AB


		Landlord I-Parken i Lund AB		Tenant Novozymes Biopharma AB

				Printed name

		[signature]		Tenant [signature]

		Printed name Peter Olsson / Johan Sjöstedt		Printed name [handwritten:] [illegible]

The Landlord’s own entry on base number: 293.85

Page 2(2)

Instructions for the Index Clause for Non-Residential Premises

The Base Rent

The Base Number

The index number for October, to which the base rent is considered to be adjusted, makes up the base number unless otherwise indicated by indicating the year (see the provisions on page 1).

A comparison of indices occurs as soon as the year’s October index is published. In recent years, the October index has been published in mid-November.

Calculation of the rent supplement

10)

Calculate the difference between the current October index and the base number.

11)

If the difference is positive, the calculated difference is divided by the base number.

12)

The size of the rent supplement is calculated by this quotient, multiplied by the base rent.

Example

Calculation of rent supplement for the year 2002

The base rent is assumed to be 100,000 SEK/year and is adjusted to the consumer price index (CPI) for October 1999, which is 259.7 (Base number). The October index for the year 2001 is 269.1.

Calculate the difference between the index number 269.1 and 259.7. The difference is positive and adds up to 9.4.

Alternative A: If the CPI for October 2001 should instead end up being lower than the year before, e.g. 262.0 (October index for year 2000 was 262.6).

Alternative B: If the CPI for October 2001 should instead end up being lower than the base number 259.7, e.g. 259.5.

The difference between 259.5 and the base number 259.7 would have then been negative. No rent supplement should then be paid. The rent amount specified in the agreement should apply.

Page 1(1)

Value added tax clause

Appendix no. 3


Concerning	Lease agreement no. 33001 7724 07	Premises Hunnerup 1

Landlord	I-Parken i Lund AB	National ID/company registration no. 556263-8394

Tenant	Novozymes Biopharma AB	National ID/company registration no. 556627-0830

Appendix /Addendum:	VAT clause Article 1 Value added tax clause f) The Tenant shall conduct VAT-liable business on the premises, or shall have the right to receive compensation (a ‘refund’) in pursuance of Chapter 10 of the Swedish VAT Act. g) The Tenant shall on each occasion in addition to the rent pay the VAT as stipulated under currently applicable legislation in relation to Value Added Tax on rent. The VAT shall be paid at the same time as the rent, calculated on the amount of the rent and, where applicable, shall be calculated as per supplementary costs such as (consumer price) index changes, gas/fuel, water supply and sewage, cooling, electricity, ventilation and property taxes, etc. h) The Tenant undertakes to inform the Landlord in the event of any changes to the Tenant’s activity, which could involve the cessation of registration as a VAT-liable business. The change may be due to the Tenant’s activity being deemed no longer liable to Value Added Taxation by a tax or other authority, or may be due to some other action by the Tenant, of whatever nature. In the event of the cessation of the Tenant’s registration as a VAT-liable business, or if the Tenant no longer has the right to a refund in pursuance of Chapter 10 of the Swedish VAT Act, the Tenant shall provide compensation to the Landlord as stipulated below. i) The Tenant is not entitled to wholly or partly assign the leasing rights to the premises to a third party (‘sublet the premises’) in the absence of the written consent of the Landlord. To the extent that the Tenant is allowed to sublet the premises in accordance with written permission from the Landlord providing for such, or if the rent tribunal has given their permission for subletting of the premises, the Tenant shall be required to register this subletting activity for Value Added Tax so that the Landlord does not become liable to pay for a VAT adjustment. As regards all subletting of the premises to a non-VAT-liable business, the Tenant shall provide compensation to the Landlord as stipulated below. j) The Tenant is not entitled to assign the leasing rights to the premises to a third party without the written consent of the Landlord. If specific permission has been retained from the Landlord or the rent tribunal permitting the Tenant to assign the leasing rights to a non-VAT-liable business, the Tenant shall provide compensation to the Landlord as stipulated below. The Tenant shall compensate the Landlord on all occasions where the Tenant has caused the Landlord to become liable to a base VAT amount adjustment, in accordance with the following: • for the amount that the Landlord is obligated to pay for the concept of an adjustment as provided for in Chapter 8(a) of the Swedish VAT Act (1994:200), on adjustments of deductions for base VAT amounts in respect of an investment item. • for the remainder of the lease period and at the same time as usual rent payments, for the amount corresponding to the increased cost incurred by the Landlord as a consequence of the lost right of deduction on the base VAT amount. If the Tenant, with or without the approval of the Landlord, undertakes new construction, extension or renovation work on the premises during the rental period, the Tenant shall submit a written specification of the measures taken, as well as the amounts paid for said measures, to the Landlord. This is required because this evidence may be used as supporting documentation submitted to substantiate a VAT adjustment in pursuance of Chapter 8(a)(2)(4) of the Swedish VAT Act (1994:200).

Signature

Place/date

[hw:] 080317

Place/date

[hw:] 080313

Landlord

I-Parken i Lund AB

[signature] [signature]

[stamp:] Peter Olsson

Tenant

Novozymes Biopharma AB

[signature]

[stamp:] Johan Sjöstedt

Page 1(2)

Special provisions

Appendix No. 4


Concerning	Lease agreement no. 33001 7724 07	Premises Hunnerup 1

Landlord	I-Parken i Lund AB	National ID/company registration no. 556263-8394

Tenant	Novozymes Biopharma AB	National ID/company registration no. 556627-0830

Appendix /Addendum:	Special provisions: non-residential premises Article 1 The premises The Landlord will execute and pay for the installation of parquet flooring on floor 2 (approx. 126 Sq. m). Irrespective of the design and condition of the premises, the Landlord shall have the right to perform any changes justified on the basis of reasons related to the building construction or similar reasons invoked by a relevant authority. Such changes shall be done as per consultation and reasonable regard shall be taken to the Tenant’s wishes before the choice of a technical solution is made. Article 2 Heating and water The cost of heating and water is not included in the rent and the Tenant shall effect payment, as a supplement to the rent, for the sum amounting to the space units of the premises divided per Sq m of surface liable for debiting (SEK 118/Sq m/year). A preliminary supplementary fee shall be paid in addition to the rent and shall be adjusted annually on the basis of the actual outcome. At the time of settlement, the preliminary fee for the following year shall be determined. This cost shall be based on the previous year’s actual outcome. Article 3 Electricity The Tenant has their own contract with the provider. Article 4 Disclosure obligation It is of essential importance to the Landlord that the Tenant inform the Landlord in writing of any and each significant change to their activity and, in the event that the Tenant is a body corporate, of any change in ownership. Article 5 Assignment of leasing rights Since the Landlord is registered as being liable to pay Value Added Tax (‘VAT-liable’) in respect of renting the rental item, the Tenant is not entitled to wholly or partly assign the leasing rights to the premises to a third party that does not conduct VAT-liable business. Should the Tenant fail to comply with the above provision, the Landlord shall be entitled to charge the Tenant for any and all costs that he might incur in relation thereto. Article 6 Environmental responsibility If the Tenant engages in environmentally dangerous activity, the Tenant shall inform the Landlord and if the Landlord so requests, shall allow for environmental inspections to be performed on the property and leased premises at his own cost. The environmental inspection shall be performed by a reputable inspection company that has been approved by the

[initialed] [initialed]

Page 2(2)

Landlord. The results of the inspection shall be immediately provided to the Landlord.

If the Tenant conducts activity that leads to an injunction or decision in pursuance of The Swedish Environmental Code or other environmental legislation, the Tenant shall be financially liable to the Landlord for all of his costs and damages incurred as a result of the conducted activity.

Article 7 Fixtures and fittings work etc.

Page 3(2)


	Article 8 Systematic Fire protection work It shall be incumbent upon the Tenant to, at his own cost and on his own account, comply with all current requirements stipulated under the Swedish Civil Protection Act (2003:778) and related decrees, regulations and guidelines. Escape routes may not be blocked. Article 9 Professional membership where applicable The Tenant shall be under the obligation to be a member of the professional association active on the given property, and to pay the relevant membership fee, as well as to comply with all decisions taken by this professional association. Article 10 Surrender of the premises At the end of the lease, the Tenant is responsible for returning the leased premises in a condition that is clean and in a generally acceptable condition. In the event that the premises are lacking in terms of cleanliness or maintenance, the Landlord shall be entitled to have the premises cleaned and/or repaired at the Tenant’s cost. At the latest on the day of the termination of the lease, the Tenant shall, at his own cost, remove all of his property such as goods, stocks, signs, etc. Property that has not been removed shall be considered abandoned and shall become the property of the Landlord, for which compensation may not be claimed. The Landlord shall have the right, however, to demand that the Tenant proceed to remove waste, etc., or to have this done at the cost of the Tenant. No compensation shall be paid for changes, extensions or renovations performed to the premises by the Tenant, unless agreed upon in writing, or following from Chapter 12 Sections 56-60 of the Jordabalk (“Land Code”). Section 11 Distribution of responsibility in respect of equipment containing chlorofluorocarbons (CFCs) The Tenant shall be responsible for, and where applicable, shall assume the Landlord’s responsibility to ensure that equipment containing CFCs used by the Tenant in their activity complies with all requirements stipulated under the Swedish Environmental Code, and in ancillary legislation thereto. Inter alia, this shall mean that, in pursuance of The Refrigerants Order, the Tenant shall be obligated to ensure compliance with all rules in respect of notification, annual inspection and reporting to authorities. The Tenant’s obligations shall include maintenance, requisite exchange or new installation of equipment, etc. and notification. Article 12 Reduction of rent during normal maintenance The Tenant shall have no right of reduction of the rent due to impediment or detriment of the right of use and enjoyment as a consequence of the Landlord performing normal maintenance or renovation of the rented premises or other parts of the property. However, it shall be incumbent upon the Landlord to inform the Tenant well in advance about the type and scope of the work and when and during which time the work will be performed. The Landlord shall minimize disruptions to the Tenant to the greatest possible extent during the execution of said measures.

Signature	Place/date [hw:] Malmö 080317	Place/date [hw:] 080313

	Landlord I-Parken i Lund AB [signature] [signature] [stamp:] Peter Olsson	Tenant Novozymes Biopharma AB [signature] [stamp:] Johan Sjöstedt

Page 1(2)

Page 1(1)

Lease Agreement Appendix

Appendix no. 4


Concerning	Lease agreement no. 33001 7739 01	Premises Hunnerup 1

Landlord	I-Parken i Lund AB	National ID/company registration no. 556263-8394

Tenant	Novozymes Biopharma AB	National ID/company registration no. 556627-0830

[initialed] [initialed]

Page 2(2)

Addendum

The lease period for the above lease agreement is extended from 01/01/2008 up to and including, 12/31/2008.

Termination of the contract shall be done in writing at least 6 months before the end of the new lease period, otherwise the contract is extended automatically by 12 months each time. The amount of the rent increases per annum at a rate of 3% as levied on the current rent (137,143 Swedish kronor) starting on 01/01/2008.

Page 3(2)


Signature	Place/date [hw:] [illegible] 071001	Place/date [hw:] [illegible] 9/28 2007

	Landlord I-Parken i Lund AB [signature] [stamp:] Johan Sjöstedt	Tenant Novozymes Biopharma AB [signature]

Page 4(2)

Page 1(1)

Lease Agreement Appendix

Appendix no.


Concerning	Lease agreement no. 4301-7724-07	Premises Hunnerup 1

Landlord	I-Parken i Lund AB	National ID/company registration no. 556263-8394

Tenant	Novozymes Biopharma AB	National ID/company registration no. 556627-0830

Page 5(2)

Addendum

The parties have today agreed to add the following addendum to this lease agreement.

The lease agreement shall also include signs as indicated in the appended design drawing. All terms and conditions therein shall comply with the above lease agreement.

The price of each sign is 25,000 Swedish kronor (2010 price level as per October 2010 price index) and each sign shall be charged first when it has been set up/installed.

The lease agreement shall remain in effect with no other amendments to the terms and conditions thereof.

Page 6(2)


Signature	Place/date [hw:] Malmö 12/14/2009	Place/date [hw:] [illegible] 11/23/2009

	Landlord I-Parken i Lund AB [signature] [hw:] FREDRIK ANGELDORFF	Tenant [stamp:] Novozymes Biopharma AB [signature]

(ENGLISH TRANSLATION)

The Swedish Property Owners’ Association Form for free text to be used together with the Property Owners’ Association’s other contract forms.

Lic. no. 2160-3442-6750-20. Version no. 6.0. Licensed to: Realia Fastighets AB.

To bldng:


		BRANDSKYDD = FIRE PROTECTION
		HÄNVISNINGAR = INSTRUCTIONS
		FÖRESKRIFTER = REGULATIONS

Exhibit 10.19

AMENDMENT NO. 1 TO STRATEGIC SUPPLIER ALLIANCE AGREEMENT

THIS AMENDMENT NO. 1 (the “ Amendment ”) to that certain Strategic Supplier Alliance Agreement dated as of January 28, 2010 (the “ Supplier Agreement ”), by and between Repligen Corporation, a Delaware corporation (“ Supplier ”), and GE Healthcare Bio-Sciences AB, a company organized under the laws of Sweden (“ GEHC ”), is entered into on October 27, 2011, by and between Supplier and GEHC.

W I T N E S S E T H :

WHEREAS, Supplier expects to enter into an agreement (the “ Purchase Agreement ”) on or about the date hereof, by and among Supplier, Novozymes Biopharma DK A/S, a company organized under the laws of Denmark (“ Novozymes Denmark ”), and the other parties thereto, pursuant to which Novozymes Denmark proposes to sell the manufacturing and supply business of cell culture ingredients and protein A affinity ligands for use in industrial cell culture, stem and therapeutic cell culture and biopharmaceutical manufacturing run by Novozymes Denmark and Novozymes Biopharma Sweden AB, a company organized under the laws of Sweden and a wholly-owned subsidiary of Novozymes Denmark (“ Novozymes Sweden ”), to an affiliate of Supplier (the “ Transaction ”);

WHEREAS, Section 19.8 of Attachment E (General Terms and Conditions) to the Supplier Agreement provides that the Supplier Agreement may be modified only by a writing signed by both Supplier and GEHC; and

WHEREAS, Supplier and GEHC desire to amend the Supplier Agreement and Attachments thereto as provided in this Amendment.

AGREEMENT :

NOW, THEREFORE, in consideration of the mutual agreements herein set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Defined Terms . Capitalized terms used herein, unless otherwise defined herein, shall have the meanings ascribed to them in the Supplier Agreement.

2. Amendment to the Supplier Agreement .

(a) The second paragraph titled “Agreement Term” of Section C of the Supplier Agreement shall be amended and restated in its entirety as follows:

“ Agreement Term: This Agreement shall commence on the Effective Date and, subject to the rights of termination in clause 16 of Attachment E, shall continue until January 28, 2015 (the “Term”); provided that the Term shall continue until December 31, 2021 if the manufacturing and supply business of cell culture ingredients and protein A affinity ligands for use in industrial cell culture, stem and therapeutic cell culture and biopharmaceutical manufacturing run by Novozymes Biopharma DK A/S, a company organized under the laws of Denmark (“Novozymes Denmark”), and Novozymes Biopharma DK A/S, a company organized under the laws of Denmark and a wholly-owned subsidiary of Novozymes Denmark (“Novozymes Sweden”), is transferred to Supplier or an affiliate of Supplier (the “Transaction”) by December 31, 2011 (the

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act; [*] denotes omissions.

“Outside Date”). The Parties shall negotiate eighteen (18) months prior to the expiration of the Term (including any extensions thereof as provided herein) to decide whether to renew this Agreement.”

(b) Attachment C of the Supplier Agreement shall be amended by replacing each of the two (2) occurrences of the phrase “Price ladder 2014” with the phrase “ [*] ”.

“The Supplier and GEHC agree to each use commercially reasonable efforts to define Supplier’s internal contingency arrangements to support GEHC’s continuity of supply regarding both (a) Supplier and its main operating facility as of the date hereof in Waltham, Massachusetts, United States and (b) if the Transaction is consummated, Novozymes Sweden and its main operating facility as of the date hereof in Lund, Sweden in order to meet GEHC’s customers’ requirements for documenting security of supply to the extent reasonably practicable. The Supplier agrees to provide GEHC with a revised draft of such contingency arrangements for review. GEHC agrees to notify the Supplier in writing of any proposed revisions to such draft contingency arrangements within [*] ( [*] ) days of receipt, which proposed revisions shall thereafter be considered by Supplier, and mutually discussed by Supplier and GEHC, each acting reasonably, until promptly resolved; provided that if GEHC fails to deliver any such written notice of any proposed revisions to Supplier within [*] ( [*] ) days of receipt, then GEHC will be deemed to have accepted such contingency arrangements submitted by Supplier.”

3. Effect of Amendment . In the event that the Transaction is not consummated by December 31, 2011, GEHC and Supplier shall each have the right to terminate unilaterally this Amendment by giving the other party hereto written notice no later than fifteen (15) days following such date and, if such notice is delivered, this Amendment and the changes to the Agreement contemplated hereby shall be of no force or effect. The parties hereto agree that except as otherwise set forth herein, all terms of the Supplier Agreement shall remain in full force and effect. In the event of any inconsistency or conflict between the Supplier Agreement and this Amendment, the terms, conditions and provisions of this Amendment shall govern and control.

6. Entire Agreement . This Amendment and the Supplier Agreement, including the Attachments, exhibits, schedules and other documents referred to therein which form a part thereof, contain the entire understanding of the parties hereto with respect to the subject matter contained herein and therein. From and after the execution of a counterpart hereof by the parties hereto, any reference to the Supplier Agreement shall be deemed to be a reference to the Supplier Agreement as amended hereby.

7. Governing Law . This Amendment and any disputes hereunder shall be governed by and construed in accordance with the laws of State of New York without giving effect to the conflict of law principles thereof. The United Nations Convention on Contracts for International Sales of Goods shall not apply to this Amendment.

8. Counterparts . This Amendment may be executed in any number of counterparts and any party hereto may execute any such counterpart, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument. Any signature page delivered by a facsimile machine shall be binding to the same extent as an original signature page with regard to any agreement subject to the terms hereof or any amendment thereto.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed and delivered as of the date first above written.


SUPPLIER :

Repligen Corporation

By:		/s/ Walter Herlihy


Name: Walter Herlihy
Title: Authorized Signatory

GEHC :



General Electric Company on Behalf of its Division, GE Healthcare

By:		/s/ Magnus Lundgren


Name: Magnus Lundgren
Title: Global Sourcing Executive

Exhibit 10.20

STRATEGIC SUPPLIER ALLIANCE AGREEMENT–CONTRACT MANUFACTURING GE HEALTHCARE

PARTIES

GE Healthcare entity (“GEHC”)

GE Healthcare Bio-Sciences AB

Address

Björkgatan 30, 751 84 Uppsala, Sweden

Registration number

556108-1919

Other Party (the “Supplier”)

Novozymes Biopharma Sweden AB

Address

St Lars väg 47, 220 09 Lund

Registration number

556627-0830

AGREEMENT

GEHC REF: 132145

The Parties hereby agree that the following terms and conditions shall apply:

A.	Purpose

GEHC and the Supplier are entering into this Agreement for the outsourcing by GEHC of the manufacture of the Products by the Supplier and thereby replacing the Contract Manufacturing and Purchasing Agreement, dated Sep 1 2005, between the Parties as specified below.

Pursuant to above prerequisites and the terms and condition of this Agreement, the Supplier shall manufacture and sell to GEHC, and GEHC shall purchase from the Supplier the Products, defined in Attachment C (the “ Products ”) in such amounts as GEHC may order from time to time on the terms and conditions set out in the Agreement. GEHC shall pay the price of the Products specified in Attachment C (the “ Prices ”). The Parties have agreed to jointly perform technology transfer projects (“TT Programs”) enabling the Supplier to manufacture Recombinant Products Zäta and rPA as set forth in Attachment L below.

The Parties agree that the scope of the contract manufacturing services performed hereunder (including packaging and quality control) will be specified by Production Documents as defined below.

Effective 12 December 2008 GEHC has granted Supplier’s parent company a license to develop, manufacture, use, sell and have sold nPA (as defined herein), and hereunder to purchase chromatography media and receive working cell banks from GEHC for the practice of the license on the terms of the existing contract manufacturing agreement between GEHC and the Supplier. Said purchasing chromatography media and receiving working cell banks shall be governed by this Agreement, once effective.

B.	Documents

The following attachments are an integral part of this Agreement (the “Attachments”). The provisions of each Attachment shall be incorporated by reference into and deemed to be part of this Agreement. The order of precedence shall be as follows, unless otherwise agreed:

QUALITY & INTEGRITY TERMS

Attachment A – Supplier Quality Requirements

Attachment B – Supplier Integrity Statement

BUSINESS TERMS

Attachment C – Products, Prices, Specifications (if any),

Attachment D – Business Terms

Attachment I – GEHC initial 24 months rolling forecast starting from effective date

Attachment J – Media lead time schedule

GENERAL TERMS

Attachment E – General Terms and Conditions

TECHNICAL TERMS

Attachment F – GEHC Production know-how of the Recombinant Product

Attachment G – GEHC Production know-how Native Products

Attachment H – GEHC Production know-how Lego Products

Attachment K – Production Documents generated by the Supplier

Attachment L – TT Programs

Term

Effective Date: The date of the last of the below signatures

Agreement Term : This Agreement shall commence on the Effective Date and, subject to the rights of termination in clause 16 of Attachment E, shall continue up to 31 ^st of December 2016. The Parties shall negotiate eighteen (18) months prior to the expiration of the Term to decide whether to renew this Agreement.

This Agreement has been duly executed by each of the Parties


Signed for and on behalf of GEHC		Signed for and on behalf of the Supplier

Date: June 30, 2011		Date: 2011 07 07

Signature	/s/ Magnus Lundgren	Signature	/s/ Mikael Bundgaard-Nielsen

Name (capitals)	Magnus Lundgren	Name (capitals)	Mikael Bundgaard-Nielsen

Title	Global Sourcing Executive	Title	Vice President

		Signed for and on behalf of the Supplier
		Date:

		Signature

		Name (capitals)



						Title

Attachment A

Purchased Material Quality Terms

SUPPLIER NAME:

Version No.:

The Parties are committed to quality in the performance of this Agreement. Accordingly, all Products shall conform to the Purchased Material Quality Requirements set forth below.

SECTION 1 – QUALITY SYSTEMS: The Supplier shall maintain a documented quality system, and the Supplier shall be in compliance with ISO9001 or equivalent. Key components of a robust quality system are properly implemented quality procedures for collection and processing defects (parts or services), appropriate statistical techniques to analyze defects and identifying opportunities for corrective and preventive actions, along with evidence of validation that actions are effective in eliminating and preventing further defects. Upon request from GE Healthcare, the Supplier shall provide documented corrective action plans to prevent future deviations from the specification within thirty (30) days from receiving a corrective action request from GE Healthcare.

To ensure products and services provided to GEHC the Supplier shall meet or exceed GEHC requirements, GEHC may audit the Supplier’s quality system at periodic intervals upon 30 days written advance notification, to inspect and observe the Supplier’s manufacture of Products, to audit the Supplier’s quality control and inspection procedures, and to have access to all data and documentation from such control of the Products and to receive samples and make such other investigations as GEHC deems necessary. The Supplier shall reserve the right for GEHC to perform such inspections on the premises of subcontractors engaged by the Supplier, such inspections to be scheduled by the Supplier following reasonable prior notice by GEHC and to be carried out jointly by representatives of both Parties and at the sole expense of GEHC. GEHC’s right of inspection under this head shall not diminish the Supplier’s obligation to deliver Products which comply with the specifications of this Agreement GEHC may also request periodic, joint quality assurance meetings at the Supplier’s facility to discuss and resolve product quality and reliability issues.

SECTION 2 – QUALITY RECORD RETENTION : If the Supplier is required to perform acceptance and release activities per GEHC written agreement or purchase specification, the Supplier shall maintain records of the acceptance and release activities for the services performed and/or products and services delivered to GEHC. These records may include as appropriate test/inspection criteria, revision level of documents/equipment/software used, operating procedures (planning, routing or traveler sheets), dates of test/inspection, and the results. The records required shall be retained at the Supplier and available for GEHC upon reasonable notice in advance, for at least ten (10) years from the date of manufacture and after 10 years retention at Supplier, the required records shall be submitted to GEHC with a written notice of 30 days, unless the Parties agree to extend the retention of the records at the Supplier or discord the record.

SECTION 3 – COMPLIANCE : The Supplier shall comply with the terms of the Purchase Order or purchase agreement with GE Healthcare (“Agreement”). The Supplier shall maintain compliance with any and all laws and government regulations that apply in the manufacturing and delivery of its products or services. Such laws may include, but are not limited to, regulations and directives, labor laws, environmental laws, Custom Trade Partnership Against Terrorism (CTPAT) and product safety laws. The Supplier shall provide GE Healthcare all information requested that is necessary to enable GE Healthcare to comply with the laws and regulations applicable to the GE Healthcare sale and use of GE Healthcare products. As per GE Healthcare purchase specifications or for OEM (Original Equipment Manufacturer! items, the Supplier shall maintain compliance to industry standards and product listings for all Products delivered to GE Healthcare.

SECTION 4 – CHANGE NOTIFICATION:

Product changes affecting specifications, quality, form, fit, function, regulatory compliance, etc. proposed by the Supplier are governed by Attachment E, Section 6.2 hereof Product changes affecting specifications, quality, form, fit, function, regulatory compliance, etc. proposed by GEHC are governed by the terms of Attachment E, Section 6.1 hereof.

SECTION 5 – SPECIFICATIONS : The Supplier is responsible to meet or exceed the part requirements and Specifications as referenced in the Agreement. The Supplier is accountable to ensure that delivered items meet the requirements of the revisions and/or versions specified on the applicable Agreement.

The Supplier shall ensure that GEHC documentation is controlled and distributed with the correct revision level to the appropriate personnel that produce the product for GEHC. The Supplier shall also ensure that all GEHC documentation is treated as proprietary and confidential, unless otherwise agreed.

For GEHC designed Products, the Supplier is responsible for ensuring that all applicable GEHC documentation is provided to all of the Supplier’s Sub-Suppliers involved in the supply of product for GEHC. The Supplier shall ensure that both they and their Sub-Suppliers that use GEHC engineering documentation are maintained in compliance with all accepted Engineering Change Requests/Engineering Change Orders issued by GEHC.

Supplier shall be responsible for the qualification of all new equipment, computer systems and facilities associated with the manufacture, storage or testing of the Products as required.

SECTION 6 – TRAINING:

Supplier shall ensure that all personnel performing the functions to support the critical systems outlined in this Agreement are trained according to Supplier’s internal procedures and processes.

SECTION 7 – SAMPLES

The Supplier shall retain sufficient samples from each of the Products to perform at least two (2) full retests of the agreed Specification for a period of one (1) year after the expiration of the Product Samples shall be stored at or lower than a temperature of minus 15°C and in standard containers. The Supplier shall advise GEHC before disposal of retained samples.

SECTION 8 – PACKAGING AND SHIPPING METHODS : The Supplier shall provide packaging and shipping methods to prevent cosmetic and mechanical damage to the Product. The Supplier shall meet or exceed the detailed specifications of the GEHC packaging requirements found in the Specification

SECTION 9 – ORDER OF PRECEDENCE : This attachment A shall be an addendum to the Strategic Supplier Alliance Agreement (SSAA) between Supplier and GEHC. Any conflict between this Attachment A and the other Attachments of the SSAA regarding the minimum material quality requirements shall be resolved pursuant to the terms of this Attachment A.

By signing below, you agree to the terms hereof and consent to meet all requirements that apply for any and all products and services provided to GE Healthcare.

AGREED TO AND ACCEPTED BY SUPPLIER


SIGNATURE:		/s/ Mikael Bundgaard-Nielsen

PRINTED NAME:		Mikael Bundgaard-Nielsen

TITLE:		Vice President

DATE:		2011 07.07

SUPPLIER NAME		Novozymes Biopharma Sweden AB

SIGNATURE:

PRINTED NAME:

TITLE:

DATE:

SUPPLIER NAME:

AGREED TO AND ACCEPTED BY THE GENERAL ELECTRIC COMPANY ON BEHALF OF ITS DIVISION, GE HEALTHCARE –


SIGNATURE:		/s/ Magnus Lundgren

PRINTED NAME:		Magnus Lundgren

TITLE:		Global Sourcing Executive

DATE:		Jun 30, 2011

Attachment B

Supplier Integrity Statement

Supplier Integrity, Business Conduct, and Compliance Requirements

Supplier agrees (a) to have appropriate policies and governance in place and shall use its best efforts in order to comply with all applicable legal, as well as GEHC policy communicated to the Supplier requirements (including those relating to labor, the environment, health and safety, wages, hours and conditions of employment, occupational safety, discrimination, sexual harassment, immigration, minority owned businesses, intellectual property rights and improper payments); (b) that Supplier is responsible for ensuring that Supplier’s employees, contractors, representatives and sub-suppliers understand and comply with the same legal and GEHC policy (as communicated to the Supplier) requirements; and (c) that the requirements referenced in (a) and (b) above include the following:

(1)	Code of Conduct . Maintain and enforce written company policies requiring high ethical conduct and strict adherence to lawful business practices, including a prohibition against bribery of government officials.

(2)	Labor Matters .

(i)

Employ only workers above the applicable minimum age requirement or the age of 16 whichever is higher.

(ii)

No use of forced, prison or indentured labor, workers subject to any form of compulsion or coercion, or labor in violation of minimum wage, hour of service, or overtime laws in the country of manufacture, and prohibit physical, sexual or psychological harassment or coercion.

(iii)

Allow workers to freely choose whether to organize or join associations for the purpose of collective bargaining as provided by local law.

(iv)

Assure that workers are hired, paid and otherwise subject to terms and conditions of employment based on their ability to do the job, not on the basis of their personal characteristics such as race, national origin, sex, religion, ethnicity, disability, maternity, age, and other characteristics protected by local law; provided, however, that the foregoing does not bar compliance with affirmative preferences that may be required by local law.

(3)

Environmental Compliance . Comply with all applicable environmental laws and regulations, including: (i) maintaining and enforcing required environmental management programs; (ii) establish and maintain safeguards for the continuing compliance with all required environmental permits: and (iii) not permitting any discharge to the environment in violation of law, or that would otherwise have on adverse impact on the environment.

(4)	Health & Safety . Provide workers with a safe workplace that complies with applicable health and safety standards as well as appropriate living conditions.

(5)

Improper Payments and Business Dealings . Not offer or provide, directly or indirectly, anything of value (including cash, illegal political contributions, bribes or kickbacks or other improper payments) to any GEHC employee, representative, customer, government official, or other third party in connection with any GEHC procurement, transaction or business dealing. Prohibitions include offering or providing (directly or indirectly): (i) any consulting, employment or similar position to any GEHC employee (or their family member or significant other) involved with a GEHC procurement: (ii) GEHC employees and representatives with any gifts, other than gifts of nominal value to commemorate or recognize a particular GEHC-supplier business transaction or activity: and/or (iii) GEHC employees and/or representatives with the opportunity to participate in any contest, game or promotion.

(6)

Business Entertainment of GEHC Employees and Representatives . Comply with the business entertainment (including travel and living] policies established and expressly communicated in writing by GEHC and which govern GEHC employees and representatives, including understanding those business entertainment policies of the applicable GEHC component or operation before offering or providing any GEHC employee or representative any form of business entertainment. Never offer to a GEHC employee or representative any form of business entertainment under circumstances that would create the appearance of on impropriety.

(7)

Collusive Conduct and GEHC Procurements . Establish and maintain policies and safeguards and use best efforts to comply with all applicable competition laws, including, but not limited to: (i) not engage in prohibited communications or enter into agreements with competitors that con affect competition; (ii) not share or exchange any price, cost or other competitive information, nor engage in any other collusive conduct with any other third party supplier or bidder to GEHC with respect to any proposed, pending or current GEHC procurement: and (iii) avoid even the appearance of improper conduct.

(8)

Intellectual & Other Property Rights . Respect the intellectual and other property rights of others, including GEHC’s. Only use GEHC information and property (including tools, drawings and specifications! for the purpose for which they are expressly provided and for no other purposes. Take all reasonable steps to safeguard and maintain the confidentiality of GEHC proprietary information, including maintaining it in confidence, only in secure work areas, and not disclose it to any third parties without the prior written permission of GEHC. Observe and respect all GEHC patents, trademarks, trade secrets, and copyrights, as well as comply with such restrictions or prohibitions on their use as GEHC may from time to time establish.

(9)

Export and International Trade Controls & Customs Matters . Establish and maintain policies and safeguards and use best efforts to comply with all applicable import and export control laws and regulations, including those of the United States, and not transfer GEHC technical information to any third party without the

express prior written permission of GEHC. Without limitation to the foregoing: (i) Establish and maintain policies and safeguards and use best efforts to comply with all applicable export controls laws and regulations in the export or re-export of GEHC technical information, including any restrictions on access and use applicable to non-U.S. nationals; and (iii ensure that all invoices and any customs or similar documentation submitted to GEHC or governmental authorities in connection with transactions involving GEHC accurately describe the goods and services provided or delivered and the price thereof. Supplier will also obtain all applicable permits and licenses necessary to perform its obligations under this Agreement, and upon GEHC’s request, will provide GEHC with copies of such permits and licenses. Where Products contain United States components, Supplier will also provide GEHC with details of the United States content value as a percentage of the Product price upon GEHC’s request.

(10)

Privacy . With respect to data and personal information (including information of GEHC employees, its customers, suppliers, business partners, and patient health information handled and processed on behalf of its customers) (collectively, “PI”): (i) Establish and maintain policies and safeguards and use best efforts to comply with all applicable privacy and data protection laws globally, or generally acceptable privacy principles where comprehensive privacy laws are not available; (ii) Establish and maintain policies and safeguards and use best efforts to report any improper use or disclosure of PI, as well as successful security breaches, immediately upon becoming aware; (iii) Establish and maintain policies and safeguards and use best efforts to ensure that any employees, contractors, representatives and sub-suppliers to whom it provides PI and/or access to information systems, agree to the some restrictions and conditions set forth herein: (iv) facilitate audits by making its internal practices, books and records relating to the use and disclosure of PI available to GEHC and government agencies (including, the Secretary of the Department of Health and Human Services) for purposes of determining compliance with applicable laws, rules, and regulations; (v) when requested by GEHC, promptly return or destroy, as well as certify in writing to the return and destruction of, all PI and information in any form that allows access to GEHC information systems, and retain no copies of such PI and information: (vi) safeguard PI upon taking possession or exposure to employees and all third parties; and (vii) ensure that formal security management systems are employed that eliminates the risk of Pl-related security breaches; and (viii) notify GEHC in writing whenever PI will be exported from jurisdictions with data transfer restrictions, or transfer PI to countries without comprehensive data protections laws.

(11)	Money Laundering Prevention . Comply with all applicable anti-money laundering laws and regulations and any reasonable GEHC policies established for money laundering prevention communicated expressly in writing.

(12)	Prohibition of Use of Sub-Suppliers or Third Parties to Evade Requirements . Not use sub-suppliers or other third parties to illegally evade any applicable legal, including those enumerated above.

(13)

Security Measures . Supplier warrants and represents that it will review and if relevant seek to reasonably adopt industry standard security measures which are consistent with accepted programs including the US Customs-Trade Partnership Against Terrorism (“C-TPAT”), the European Union’s Authorized Economic Operator program and other similar programs where applicable…

(14)

Country of Origin . In accordance with and as required by applicable trade and customs laws. Supplier will mark each Product, as well as Product packaging, containers, labels, and invoices, with the country of origin for the Product. Supplier will also provide acceptable and auditable documentation that establishes the country of origin for all Products, including, without limitation and as applicable, certifications of origin for Products qualifying far EFTA/EU and other preferential duty provisions, as applicable.

(15)

Policy Changes . GEHC policy requirements, including those enumerated above, are subject to modification by GEHC at any time. Such modifications shall only apply with regard the Supplier upon communication in writing and provided the Supplier does not object to such modification, which objection shall be mode in writing within 30 days from receipt of the communication. Supplier agrees to contact its GEHC representative if Supplier has any questions about the foregoing and/or their application to particular circumstances.

B.	Products provided by Supplier may be subject to environmental, health and safety laws and regulations. As a result, Supplier agrees to the following without limitation:

(1)	Supplier agrees to comply with all applicable national, EU, state/provincial and local labor, environmental, health and safety laws and regulations in connection with execution of this Agreement.

(2)

Supplier will use all commercially reasonable efforts to establish and maintain an effective program to ensure that the activities of any suppliers it utilizes to provide any chemicals, substances, goods or services that will be incorporated into the Products supplied under this Agreement will be conducted in conformance with applicable law and regulation.

AGREED TO AND ACCEPTED BY SUPPLIER


BY:	/s/ Mikael Bundgaard-Nielsen	BY:

TITLE:	Vice President	TITLE:

DATE:	2011 07.07	DATE:


SUPPLIER NAME:		Novozymes Biopharma Sweden AB

Attachment C

Products, Prices and Specifications


Currency:		SEK

Revision date:		April 4 ^th 2011

The reference to Products shall include the two recombinant Products, 1) Zäta with the GEHC article number 28-4048-76 and 2) rPA with the GEHC article number 28-9932-16 (“Recombinant Products) and the product, serum free Native Protein A, with the GEHC article number 30-6001-21 (“Native Product”) and the product Native Protein A (“Lego Product”). All three types of products; Recombinant Products, Native Product and Lego Product are covered by the term Product.

A.	RECOMBINANT PRODUCT :


Product Name		Zäta
GEHC Article number		28-4048-76
Supplier Article Number		6082-221

Unit size:

[*] Zäta per [*] meaning that the content per [*] shall be [*] . Each [*] shall be labeled with [*] Zäta. For remains achieved during filling the last [*] in each batch the actual quantity in [*] shall be stated on the label.

Price

SEK/ [*]

[

Zäta ( [*] – [*] )

[

Zäta < [*]

[

INCOTERMS : CIP GEHC Uppsala, but for any Purchase Order [*] , the parties shall share equally the freight/insurance costs of such shipment subject to the transport invoice.

Lead time (PO):

[*]

Remaining shelf life upon delivery:

[*]

Level of Suppliers Safety Stock:

The safety stock will be [*] based on the average of the [*] of the at any time valid [*] rolling forecast distributed by GEHC and the [*] consumption by GEHC.

For the first year of Zäta supply, [*] safety stock level shall be based solely on the [*] rolling forecast.

Lead Times for Safety Stock Replenishment:

[*] , the lead time for replenishment of purchased safety stock will be [*] .

Shelf life

[*]

B.	RECOMBINANT PRODUCT:


Product Name		rPA
GEHC Article number		28-9932-16
Supplier Article Number		6082-271

Unit size : [*] rPA per [*] meaning that the content per [*] shall be [*] . Each [*] shall be labeled with [*] rPA. For remains achieved during filling the last [*] in each batch the actual quantity in [*] shall be stated on the label.

Price:

SEK/ [*]

[

Zäta ( [*] – [*] )

[

Zäta < [*]

[

[*]

The above prices are based on the prerequisite that the total yield is around [*] starting from [*] . If the yield in the [*] is proven to be [*] higher or lower, the price shall be [*] .

INCOTERMS : CIP GEHC Uppsala, but for any Purchase Order less than [*] , the parties shall share equally the freight/insurance costs of such shipment subject to the transport invoice

Lead time IPO):

[*]

Remaining shelf life upon delivery:

[*]

Level of Suppliers Safety Stock:

The safety stock will be at least [*] based on the average of the [*] of the at any time valid [*] rolling forecast distributed by GEHC and [*] consumption by GEHC.

For the [*] rPA supply the [*] safety stock level shall be based solely on the [*] rolling forecast.

Shelf life:

[*]

Lead Times for Safety Stock Replenishment:

[*] the lead time for replenishment of purchased safety stock will be [*] .

C.	NATIVE PRODUCT :


Product Name		Serum free Native Protein A (nPA)
GEHC Article number		30-6001-21
Supplier Article Number		6082-220

Unit size : [*] nPA per [*] meaning that the content per [*] shall be [*] . Each [*] shall be labeled with [*] nPA. For remains achieved during filling the last [*] in each batch the actual quantity in [*] shall be stated on the label.

Price: The price on nPA will be [*] .

INCOTERMS : CIP GEHC Uppsala, but for any Purchase Order less than [*] , the parties shall share equally the freight/ insurance costs of such shipment subject to the transport invoice.

Lead time (PO)

[*]

Remaining shelf life upon delivery:

[*]

Level of Supplier’s Safety Stock:

The safety stock will be [*] based on the average of the [*] of the at any time valid [*] rolling forecast distributed by GEHC and the [*] consumption by GEHC

For [*] the safety stock level shall be [*] .

Shelf life

[*]

Lead Times for Safety Stock Replenishment:

[*] , the lead time for replenishment of purchase safety stock will be [*] .

D.	LEGO PRODUCT:


Product Name		Native Protein A (PA)
GEHC Article number		N/A
Supplier Article Number

Specification : [*] .

Price:

The price on PA will be [*]

INCOTERMS : CIP GEHC Uppsala, but for any Purchase Order less than [*] , the parties shall share equally the freight/insurance costs of such shipment subject to the transport invoice.

Lead time (PO):

[*].

Remaining shelf life upon delivery:

[*]

Level of Supplier’s Safety Stock:

[*]

Shelf life:

[*]

Lead Times for Safety Stock Replenishment:

[*]

Special Terms for Lego Product:

a)	Lego Product is delivered as an *[]** .

b)	Each Purchase Order shall be firm and binding for GEHC and be for *[]** of Lego Product.

c)	GEHC will provide the Supplier with *[]** .

***

GENERAL PRICE TERMS:

Recombinant Products and Native Product :

All prices above are per gram and shall apply for deliveries made in the applicable calendar year.

[*] .

In delivery documentation and invoices the stated quantity delivered shall be based on the unit size [*] . For remains achieved during filling the last [*] in each batch the actual quantity in [*] shall be stated on the label, in the delivery note and in the invoice.

Reference samples for the Recombinant Products and the Native Product, covering [*] , to be provided to GEHC in the deliveries [*] .

Gel Prices:

Throughout the period of the Agreement the below prices are [*] .


Protein	Media			*SEK/[]**
ZätA*		[	*]		[	*]
		[	*]		[	*]
		[	*]		[	*]

nPA		[	*]		[	*]
		[	*]		[	*]

rPA		[	*]		[	*]
		[	*]		[	*]

Additional charges : Unless otherwise agreed in this Agreement the Prices include all costs relating to the supply of the Products and GEHC shall not be obliged to reimburse the Supplier for any additional charges or any other costs relating to the supply of the Products that are not specified herein or otherwise agreed in writing by the Parties.

Specifications

GE Healthcare

ANALYTICAL SPECIFICATION RAW MATERIAL

30-6000-60 Ed. AH

Issued by

QA/

Johanna Ejdersund

Approved by

R&D/

Philippe

Busson

Established by

QA/ Kjell Christensson

Valid from

2001-04-15

Supersedes

30-6000-60 Ed.

PAGE 1(1)

rProtein A

Code No: 30-600-60, 28-9932-16

1. Packaging instruction

The package shall be suitable for storage of the material.

2. Terms of transportation

At -18°C or below

3. Storage conditions

Preserve in a well-closed container at or below -18°C.

4. Remaining Shelf life

Shelf life is [*] from the date of manufacture.

5. Other name

rPa – GE Healthcare

6. Formula and mass

Theoretical Mr: 34 318 Dalton calculated from amino acid sequence

7. Description

rProtein A is a recombinant engineered form of Staphylococcus aureus Protein A, produced by fermentation of Escherichia coli . The protein is produced with chemicals and materials of non-animal origin.

The product is supplied as a clear, amber frozen liquid free from particulates.

8. Requirements on properties


Characteristic	Tolerance limit	Test method	Remark

1. Visual examination	*[]**	45-2006-68

2. IgG-binding activity, %	*[]**	04-0008-64

3. Purity by size exclusion chromatography; %	*[]**	04-0008-66

4. SDS-PAGE	*[]**	04-0008-65

5. Protein concentration (A ₂₇₅ ): mg/ml)	*[]**	04-0048-69

6. Microbial contamination, CFU/ml	*[]**	45-2006-39

7. Endotoxin activity EU/mg rProtein A	*[]**	45-0306-72

GE and GE monogram are trademarks of General Electric Company.

GE Healthcare Bio-Sciences AB, General Electric Company

GE Healthcare

ANALYTICAL SPECIFICATION RAW MATERIAL

30-6001-60 Ed. AH

Issued by

QA/ Johanna Ejdersund

Approved by

R&D/ Herbert Baumann

Established by

QA/ Christina

Hult-Roos

Valid from

2010-04-29

Supersedes

30-6001-09 Ed.

Page 1(1)

nProtein A

Code No: 30-6001-09, -20, -21


1. Packaging instruction		The package shall be suitable for storage of the material.

2. Terms of transportation		At or below -18°C.

3. Storage conditions		Preserve in a well-closed container at or below -18°C.

4. Shelf life		Established shelf life is *[]** from the date of manufacture.

5. Formula and mass		Theoretical Mr: 46 762 Dalton calculated from amino acid sequence

6. Description		Protein A is produced from a selected strain of Staphylococcus aureus Protein A. The protein binds to the Fc region of the immunoglobulin G and in some cases to immunoglobulin M and A. The substance is supplied as a clear yellowish or yellow-brown frozen liquid free from particles. The protein is produced with chemicals and materials of non-animal origin.

7. Requirements on properties


Characteristic	Tolerance limit	Test method	Remark

1. Visual examination	*[]**	45-2006-68

2. IgG-binding activity, %	*[]**	04-0008-64

3. Purity by size exclusion chromatography; %	*[]**	04-0008-66

4. SDS-PAGE	*[]**	04-0008-65

5. Protein conc (A ₂₇₅ ): mg/ml)	*[]**	45-2006-14

6. Microbial contamination CFU/ml	*[]**	45-2006-39

7. Endotoxin activity; EU/ml	*[]**	45-0306-72

8. Content of endotoxin B µg/g protein A	*[]**	14-0015-63

GE and GE monogram are trademarks of General Electric Company.

GE Healthcare Bio-Sciences AB, General Electric Company

GE Healthcare

ANALYTICAL SPECIFICATION RAW MATERIAL

14-0037-84 Ed. AD

Issued by

QA/ Elb-Jorde

Approved by

R&D/ J Daicic

Valid from

2008-08-19

Supersedes

14-0037-84 Ed.

Page 1(2)

ZätA protein 905

Code No: 28-4048-76


1. Packaging instruction		The package shall be suitable for storage of the material.

2. Terms of transportation		At or below -18°C.

3. Storage conditions		Preserve in a well-closed container at or below -18°C.

4. Shelf life		Established shelf life is *[]** from the date of manufacture. Final shelf life is to be decided by stability studies.

5. Formula and mass		Theoretical Mr: 26 748 Dalton calculated from amino acid sequence

6. Description		ZätA protein is a recombinant protein produced by a Genetically Modified Organism (GMO) in a fermentation process. The substance is a clear, yellowish frozen liquid free from particulates, supplied in a buffer: 20 mM potassium phosphate 150 mM sodium chloride 2 mM EDTA pH 7.0

		The bulk is to be manufactured according to our Base Method, number 14-0040-44. The protein is produced with chemicals and materials of non-animal origin.

GE Healthcare

ANALYTICAL SPECIFICATION RAW MATERIAL

14-0037-84 Ed. AD


										Page 2(2)

7. Requirements on properties


Characteristic	Tolerance limit	Test method	Remark

1. Visual examination	*[]**	45-2006-68

2. IgG-binding activity, %	*[]**	04-0008-64

3. Purity by size exclusion chromatography; %	*[]**	04-0008-66

4. SDS-PAGE	*[]**	04-0008-65

5. Quantification; mg/ml	*[]**	04-0013-21

6. Microbial contamination CFU/ml	*[]**	45-2006-39 Ed. AB

7. Endotoxin activity EU/mg ZätA protein	*[]**	45-0306-72 Ed. AF

Comment:

GE and GE monogram are trademarks of General Electric Company.

GE Healthcare Bio-Sciences AB, General Electric Company

Attachment D

Business Terms

1.	Specifications

The Products to be supplied in accordance with the terms of this Agreement are set forth in Products and Prices, Attachment C. A technical specification in relation to a specific Product is referred to as the “ Specification ” as set forth in Attachment C.

2.	Delivery documentation

With each shipment the Supplier shall deliver the following documents to GEHC: Certificate of Analysis, Packing slip and the Commercial Invoice.

3.	Prices and Payment Terms

Firm Prices . The Prices of the Products are firm for the Term of this Agreement. Prices are quoted excl. VAT and other taxes.

Taxes . Unless prohibited by law, the Supplier will separately indicate on its Invoice any tax that is required to be imposed on the sale of Products.

Payment Terms . GEHC shall settle any undisputed invoices arising under this Agreement [*] ( [*] ) days after receiving on Invoice prepared in accordance with the terms of this Agreement. Invoices shall be issued upon delivery. All sums to be paid by GEHC under this Agreement shall be in the currency specified in Attachment C. Interest for late payments shall not apply to payments that GEHC contests in good faith and shall in no event exceed applicable statutory interest rate.

[*] .

Invoicing requirements . The Supplier’s Invoices shall contain the GEHC Purchase Order number and other such information as may be required by law or requested from time to time by GEHC. Each cost item shall be specified in the invoice. The stated and delivered quantities shall match between the invoice, actual delivery and in the delivery documentation, based on the use of the unit size as specified in Attachment C. Invoices shall be addressed to GEHC or the GEHC affiliate who has placed the purchase order with the Supplier.

[*]

4.	Components and Materials

At GEHC’s option, GEHC may instruct the Supplier to procure or provide all materials and components necessary for the manufacture of the Products from on approved supplier, in which case an approved suppliers list shall be maintained by the Supplier. Any new suppliers selected by the Supplier in connection with the Agreement must be approved by GEHC, whereupon they may be added to such approved suppliers list. Any verified change of cost of raw materials resulting from GEHC’s instruction to change supplier, shall effect the price of the concerned Product in the same proportion as the change of the Supplier’s production cost of the concerned Product.

5.	Additional Suppliers

The Supplier shall, at GEHC’s written request, provide reasonable assistance to GEHC with regard to GEHC’s efforts to have back-up manufacturing solutions in place for the Products (i) by providing GEHC or such designee with copies of all written embodiments of Production Document (ii) by making relevant personnel available within reason for consultation. Supplier may charge GEHC a reasonable fee for such services which shall be subject to agreement prior to initiation.

6.	Forecast and Commitment

Forecasting . [*] ( [*] ) days before the end of each quarter, GEHC shall submit to the Supplier in writing a [*] month rolling forecast (“Forecast”) broken down by Product ( [*] ) and into calendar quarters. Supplier shall use the Forecast as the basis for its production planning and shall adjust the Safety Stock according to the new Forecast within the agreed lead times. The Forecast shall reflect GEHC’s best estimate of its need for the Products from the Supplier at the time of the submission, subject to section e) below. If GEHC is unable to provide a timely forecast, GEHC shall upon request be granted an extension of [*] ( [*] )days from the original Forecast due date. If the Forecast is not submitted at such time then the second quarter from the previous Forecast will be firm and binding on GEHC and the Supplier.

The Forecast . The [*] of every rolling Forecast provided by GEHC for the Recombinant Product and for the Native Product shall be [*] on GEHC and the Supplier. [*] . Upon receipt of the Forecast, Supplier shall notify GEHC if Supplier is unable to deliver according to said Forecast (including any specific quarter) included in the forecast. Supplier agrees to provide such notification to GEHC within [*] days.

General Supply Commitment . The Supplier shall use its best commercial efforts to manufacture and deliver the Recombinant Product and the Native Product within [*] . To ensure this is upheld, the Forecast will be assessed as described in section 14. In the event that the market demand exceeds this volume, GEHC and Supplier will work together and make best efforts to meet the market demand. If the Supplier should be unable to meet GEHC’s requirements in accordance with the forecast or should fail to accept any orders in excess of the forecast within agreed time limits, the Parties agree GEHC shall be released from such part of its purchase commitment that the Supplier is unable to deliver on the requested delivery times

Purchase Commitment Recombinant Product . As a result of this Agreement, the Supplier will become a preferred supplier of GEHC for the Recombinant Products. The Parties have agreed that the annual deliveries shall be at least [*] ( [*] ) percent of GEHC’s total actual requirements in [*] for the Recombinant Products. For the avoidance of doubt, the annual deliveries of individual Recombinant Products shall not be lower than [*] % of the total annual requirement for any particular Recombinant Product.

The purchase commitment for a Recombinant Product shall start and be calculated at such time the following criteria for the Recombinant Product are met as part of the TT Programs:

[*] ;

[*]

[*] ,

[*]

In the event GEHC should fail to fulfill its purchase obligations hereunder it shall immediately notify Supplier of such failure and as its sole liability immediately issue a purchase order for the missing

quantities upon the Supplier’s written request thereto. The Supplier agrees to maintain the equivalent ability to manufacture the Recombinant Product for GEHC.

If the Supplier during a certain [*] is unable to timely supply the Recombinant Product in quantities specified in GEHC’s Forecast, then GEHC’s purchasing commitment for that quarter shall be reduced with a quantity corresponding to the shortfall.

Purchase commitment Native Product . As a result of this Agreement the Supplier will continue to be the supplier of GEHC for the Native Product. The Parties have agreed that the annual deliveries shall be no less than [*] % of GEHC’s total actual requirements in [*] for the Native Product. GEHC reserves the right to develop alternative sources for the Native Product. In the event that such a project is started GEHC agrees to provide the Supplier with at least [*] months notice prior to the commencement of deliveries from an alternative supplier. In such an event the Parties agree to negotiate in good faith acceptable commercial and project management terms.

No further Obligation . Other than as set out in this Section 6, it is the express understanding of the Parties that GEHC shall have no further obligation to purchase Products exclusively from the Supplier or to purchase any further minimum amount of Products, and may use other suppliers for any and all Products, or similar products in accordance with the stipulated terms herein.

7.	Contract Managers and Communication

Contract Manager . Both the Supplier and GEHC will appoint a contract manager to manage their respective obligations under this Agreement, to act as focal points between the two organizations and review progress on a quarterly basis. The contract manager shall be as specified below or such other person as subsequently communicated to the other Party.

GEHC: [*]

Supplier: [*]

Legal Notices (as set forth in Section 18 in Attachment E) .


GEHC:		Björkgatan 3 751 84 Uppsala, Sweden Fax No. *[]**

Supplier:		St Lars väg 47, 220 09 Lund Fax No:

Crisis Communication . The Supplier must maintain the ability to contact or receive contact from GEHC on a twenty-four (24) hour per day, seven (7) days per week basis in order to communicate and manage crisis situations that threaten to or interrupt the supply chain.

8.	Insurance

During the term of this Agreement and for [*] thereafter each party undertakes to maintain a comprehensive liability insurance policy, products liability inclusive, at terms and conditions customary to the business. Such insurance shall be for on insured sum of not less than [*] Swedish kroner ( [*] SEK) (or the equivalent in USD). Each party shall upon request furnish to the other party a certificate evidencing such insurance.

9.	Safety Stock

The Supplier shall keep a Safety Stock at the Supplier’s premises, corresponding to the minimum set inventory values and the replenishment times in Attachment C.

The inventory levels stated in Attachment C shall be based on the latest [*] Forecast distributed by GEHC. In case a new Forecast leads to replenishment actions for the safety stock the Supplier shall use all commercially reasonable efforts to replenish the Safety Stock as soon as practical and always within the agreed lead times set forth in Attachment C.

The Supplier shall provide GEHC with finished goods inventory levels and Safety Stock levels within [*] days upon request from GEHC

10.	Manufacturing Process

All written manufacturing or production documentation and records relating to the Products are defined as “Production Document(s)”

For avoidance of doubt the know how listed in attachments F, G, H and K and the know-how to be generated as part of the TT Programs, are deemed to be Production Documents and shall be the sole property of GEHC and may be only used for the purpose of manufacturing the Products on behalf of GEHC under this Agreement unless otherwise agreed in writing by the Parties. The Supplier shall document and GEHC shall have access to review all required written manufacturing or production records relating to any of the Products and upon request from GEHC, the Supplier is obliged to send GEHC copies of the requested Production Documents

The Supplier shall always keep and maintain the master list of Production Documents generated by the Supplier, initially stated in Attachment K, and the Supplier shall send upon GEHC’s request on update of any of the documents included in the master list of Production Documents.

The approved validation reports for the completion of the tech transfer under the TT programs will act as baseline documents, over the production process for each of the Recombinant Products showing the starting fermentation volume, the yields for each of the process steps and the expected outcome per purification batch, to be used for example as a base in productivity improvement issues.

11.	Business interruption

The Supplier undertakes to keep GEHC informed about any circumstances that might reasonably impact on the Supplier’s ability to supply the Products, timely and in accordance with applicable quality standards, including any plans to close or divest the business relating to all or any of the Products. If such circumstance should arise or may reasonably be possible to arise the Supplier shall immediately inform GEHC and propose a plan on how to mitigate the consequences thereof. The Parties shall then in good faith conduct negotiations concerning the actions to be taken and the costs to avoid or mitigate the risks.

12.	Reports

Reports:

GEHC will provide Supplier within [*] of the close of each [*] period a report of the total quantity of the Recombinant Products purchased by GEHC from all suppliers during the period.

13.	Performance goals

The purpose of the performance goals are primarily for the Supplier to plan the operations at the Supplier’s site and take preventive initiatives so that the set performance goals con be achieved. The results of the Supplier’s performance in below areas should be a port of the business reviews between the two Parties. While the performance goals are targets and non-achievement of such goals shall not be considered as material breach of contract the Supplier agrees to use all commercially reasonable efforts to achieve the performance goals.

Performance goals – as per GEHC:

1. Deliveries within Specification, agreed lead times and quantities; performance goal is [*] according to the terms in Attachment C

2. Number of complaint reports sent to the Supplier by GEHC; performance goal is [*]

3. Business contingency plan audits and GEHC quality audits performed and with the result approved; performance goal is [*]

14.	Business reviews .

The Parties shall preferably meet face to face and perform quality business reviews [*] with focus on quality, delivery, joint cost savings projects, change requests, forecasts.

The agenda for the [*] business review meetings should cover:

Performance goals – as per GEHC

ii.

Forecast/Commitment

iii.

Purchase commitment, both Parties

iv.

Status on change requests and joint savings projects

Any other businesses

15.

Audit

Supplier shall have the right to have an independent third party reasonably acceptable to GEHC, such as one of the global auditing firms, to conduct an annual audit of GEHC’s records to ensure compliance with GEHC’s commitments according to Section 6d (minimum purchase) in said Section of the Agreement.

16.	Supply of GEHC products for the manufacture of Products

During the term of this agreement the Supplier shall have the right to purchase the following products from GEHC at prices stipulated in Attachment C:


Name		Article No:

*[]**

Delivery conditions: CIP Lead time: Delivery lead times if Purchase Orders are placed in accordance to lead time schedule in Attachment J

Credit term: [*] days from date of invoice

Order handling: all order shall be submitted to [*] and copy to the Contract Managers, together with a declaration of the intended use for the Products.

The sale of the goods to the Supplier shall be subject to GEHC Conditions of Sale and the terms herein.

The products ordered in accordance with this Section may only be used in the manufacture of the Products for delivery to GEHC or products produced by Supplier under license to third party.

17.	Cell banks

The biological starting material used in the fermentation process originates from the cell banks are kept and owned by GEHC. Such material may only be used in connection with the manufacture of the Products and shall be returned to GEHC, alternatively destroyed upon termination of this agreement for whatever reason, unless otherwise agreed by the parties in writing. Supplier shall not disclose or provide such material to any third parties, unless GEHC has given its prior written consent thereto. The Supplier agrees not to sequence, extract or in any other way use the plasmid, the chromosome or any of the DNA codes present in the cell banks.

The Supplier may order starting material at no cost of Supplier according to the following conditions:

Lead time: [*] days, unless otherwise agreed.

Orders: written orders in accordance with form provided by GEHC specifying product, campaign, numbers of vials and requested delivery date. The order will be sent to:

GE Healthcare Bio-Sciences AB

Att: [*]

BL3-2

Björkgatan 30

751 84 UPPSALA

Sweden

tel: [*]

fax: [*]

GEHC will confirm order without delay and provide a notice two weeks before the estimated delivery date.

Supplier shall confirm receipt of the cell bank.

Transportation: GEHC will coordinate with the Supplier to ensure appropriate delivery time and arrangements for the cell banks and will arrange and pay for transportation.

Documentation: The cell banks will be accompanied by a Certificate of Analysis in accordance with the documents listed in Attachment F.

The Supplier shall provide GEHC at the beginning of every [*] a report of the total quantity of seed stock for each of the Products as well as the planned consumption of the seed stock for the following [*] ( [*] ) months. GEHC shall use this information for their internal planning purposes.

Attachment E – General Terms and Conditions

ORDER AND SUPPLY

1.	Purchase Orders

1.1

Purchase Order Contents . GEHC shall issue purchase orders to the Supplier stating the quantity and delivery date for Products (a “ Purchase Order ”) in accordance with the agreed Forecast. The Purchase Orders shall be written and sent through an electronic purchasing system or by fax, e-mail or other agreed method.

1.2

Acceptance of Purchase Order . The Supplier shall be deemed to have accepted a Purchase Order upon receipt from GEHC so long as the terms are consistent with those stated in this Agreement. The Supplier shall confirm compliance with the Purchase Order in writing within [*] ( [*] ) business days of the receipt of Purchase Order.

2.	Transportation; Title and Risk of Loss

2.1	Unless otherwise agreed, Products shall be delivered according to the Incoterms set out in Attachment C

2.2	If the delivery term agreed in Products and Prices in Attachment C or Purchase Order, if any, is an Incoterm such term of delivery shall be construed according to the edition of Incoterms in force at the Effective Date.

3.	Delivery

The Supplier shall deliver the Products on the date and in quantity set forth in the Purchase Order. The Supplier may only deliver prior to the agreed delivery date with the written consent of GEHC. Deliveries shall not be regarded as completed until the Delivery Documentation stated in Attachment D has been provided.

3.2.

The lead time as specified in Attachment C for the Product shall count from the date of issue of the Purchase Order to receipt of the Products at GEHC premises, including receipt of any agreed documentation, provided that such Purchase Orders are within the Forecast. Orders exceeding the Forecast are dealt with by the Parties in accordance with Exhibit D, Section 6c).

3.3

Supplier shall inform GEHC immediately of any reasonably expected delays. Such information shall be in writing and state the cause of the expected delay and when delivery con be expected. In such cases it is Supplier’s duty to take all reasonable steps to minimise the expected delay. GEHC shall grant Supplier an appropriate extension of delivery dates if any delay in delivery is attributable to GEHC’s failure to deliver any necessary technical documents, materials, information to be supplied by GEHC under this Agreement or by reason of GEHC’s instructions or lock of instructions or for any other reason attributable to GEHC or any third parties for which GEHC is responsible.

3.4

GEHC and Supplier hereby agree that upon Supplier’s delay of delivery of any of the Products the following shall apply: If delivery of Products according to a specific order position has not beer, completed as per the last agreed delivery date for that order position then Supplier shall use best commercial efforts to manufacture and deliver the delayed Products as soon as practically possible. For any such delayed part of the Products. GEHC shall be granted a discount of [*] percent ( [*] %) of the agreed purchase price for any part of the order position that is delivered after the last agreed delivery date.

3.5

If Supplier is delayed with [*] ( [*] ) weeks or more counting from the last agreed delivery date, then GEHC shall have the right to cancel the order position concerned or the delayed part thereof with immediate effect provided such cancellation is made not later than [*] ( [*] ) business days after the expiration of the [*] ( [*] ) week period.

3.6

Supplier shall not be responsible for any delay (i) caused by force majeure, (ii) caused by Supplier’s carriers if outside the control of Supplier, (iii) caused by or attributable to GEHC or its carriers or subcontractors, (iv) not attributable to Supplier in connection with applying for, obtaining or presenting the relevant export licenses, or other certificates to be prepared by Supplier according to the terms of this Agreement, or (v) caused by delay of or defects in chromatographic products delivered to Supplier By GEHC.

3.7

The remedies of this Section 3 in relation to delay in delivery caused by Supplier shall be GEHC’s sole remedy in the event of delay, except from the termination rights according to Section 16 below and/or indemnification rights due to the gross negligence or wilful misconduct of Supplier.

4.	Inspection Period

All Products delivered to GEHC by the Supplier must meet the terms and conditions of this Agreement and the related Purchase Order, All Products shall be received subject to GEHC’s acceptance or rejection on or before the end of the Inspection Period. GEHC may reject an entire-order based upon a reasonable sampling of Products. “Inspection Period” means [*] ( [*] ) business days. Partial or total payment by GEHC for Products under this Agreement prior to the end of the Inspection Period shall not constitute its acceptance thereof, nor shall such payment remove the Supplier’s responsibility for any non-conforming items.

The Supplier acknowledges that GEHC’s inspection of the goods may be based on the review of the Certificate of Analysis issued by the Supplier and that GEHC shall not he prevented from raising any claims under the warranty in

clause 11 after the expiration of the Inspection Period.

5.	Safety Stock

Supplier shall maintain at its’ own cost and risk the safety stock agreed as set forth in Attachment C. The safety stock shall be managed in accordance with first in - first out principle.

6.	Changes to Products

6.1.

GEHC Proposed Changes . GEHC may propose changes to the Specification or the manufacturing method for the Products by submitting the proposed changes to the Supplier in writing. The Supplier agrees to use all commercially reasonable efforts to accommodate any such proposals of GEHC and shall respond in writing to GEHC within [*] ( [*] ) business days after receipt of such changes with the following information, as applicable: (a) time required to implement proposed changes; (b) impact of proposed changes on pricing of Product; and (c) impact of proposed changes on the lead time of the Product. If the Parties agree on the changes to the Specification they shall amend this Agreement accordingly. If the Parties fail to agree on the amendments to be made to the Agreement to reflect the changes to the Specification the terms in effect prior to commencement of the negotiations shall remain in full farce and effect and the Supplier shall continue to supply the Product to the existing Specification, but GEHC may in such event terminate the Agreement with regard to such Products with at least 6 months notice.

6.2.

Supplier’s Proposed Changes. The Supplier may propose, a change to the Specifications (including, but not limited to, changes which may affect quality, form, fit, function, reliability, regulatory compliance, safety or interface capability with GEHC products) or a change in its manufacturing and or quality control methods (including, but not limited to changes of sources of materials, changes in manufacturing processes or locations, changes in manufacturing formula, specifications, analytical methods] but the Supplier shall not implement such change without the prior written consent of GEHC, which, shall, not be unreasonably withheld. GEHC agrees to respond within [*] ( [*] ) business days from receipt of notification The Supplier shall make such proposals in writing explaining the reason for the changes and providing reasonable detail sufficient for GEHC to evaluate the proposal. GEHC agrees to use all commercially reasonable efforts to accommodate any such proposals. Upon request of GEHC, the Supplier shall provide samples of the Products manufactured according to the proposed new specification or manufacturing method or quality control method for evaluation purposes. Once the change has

been approved by GEHC the Supplier shall update the Production Documents accordingly and shall promptly send updated versions to GEHC.

6.3.	The Parties shall agree on a format for notice of proposed changes.

7.	Packaging and marking

The Supplier shall be responsible for the safe and suitable packaging and labeling of the Products, for complying with the packaging and marking requirements in the Specifications, if any, and all applicable laws and regulations relating to the packaging, marking and transport of the Products.

8.	Health and Safety

8.1.

The Supplier shall use all reasonable efforts to ensure that all information held by or reasonably available to it regarding any changes occurring after the Effective Date with regard to potential hazards known or believed to exist in the transport, handling, or use of any Products and/or performance of any services shall be received by GEHC in writing prior to delivery of the Products and/or performance of the services.

8.2.	Employees, agents and representatives of the Supplier visiting any of GEHC’s sites shall be subject to such safety and security regulations as may be in force on that site.

9.	Business Contingency Planning

9.1.

Business Contingency Plan . Upon GEHC’s request, the Supplier shall provide to GEHC a summary of Suppliers Business Contingency Plan that outlines the Supplier’s internal contingency arrangements to support GEHC continuity of supply if the Supplier or any of the Supplier’s suppliers are unable to provide Products or components to such Products to GEHC.

9.2.	GEHC shall have the right to carry out audits of the Supplier’s Business Contingency Plan on a regular *[] basis with []* ( *[]** ) days prior notice. Each Party shall bear its own costs during such audits.

10.

Compliance

10.1.

Applicable Laws . The Supplier represents and warrants that its performance under this Agreement and its manufacture of the Products will comply with all applicable laws and regulations, and all conventions and standards issued by relevant authorities and that the Supplier has obtained all applicable permits and licenses necessary to perform its obligations under this Agreement.

10.2.

Assistance . The Supplier shall at GEHC’s request give reasonable assistance necessary to obtain any licenses required by GEHC with respect to the importation, exportation, marketing and use of the Products and provide GEHC with all information in relation to the Products which may be required by any regulatory authority. The Supplier agrees to provide assistance and

support to GEHC as described above and in Section 10.3 - 10.7 below. If such services should go beyond what the Supplier finds reasonable then the Supplier may charge GEHC a reasonable fee for such services provided the Parties agree to it before such services has been conducted.

10.3.

Regulatory Approvals and other Governmental Registrations . GEHC shall be solely responsible for identifying, obtaining, and maintaining at its sole cost and expense all applicable clearances and approvals and approvals that are required for the development, manufacture, or sale of any end products incorporating the Products. The Supplier shall provide GEHC with reasonable support and assistance in obtaining any such approvals, which may include providing test reports and data necessary to meet the country specific regulatory requirements.

10.4.

Regulatory Agency Inquiries . If any other regulatory body with authority over the end products to which the Products form part, provides written notice to the Supplier to inquire about or investigate any Product or conduct any audit or inspection of facilities used for the manufacture, storage or distribution of Products or request any information related to the manufacture of any Product, the Supplier shall give notice thereof to GEHC within one working day of receipt of such contact from the regulatory body.

10.5.

Security Measures . The Supplier agrees that it, if relevant, will adopt industry standard security measures which are consistent with accepted programs including the US Customs-Trade Partnership Against Terrorism (“C-TPAT”), the European Union’s Authorized Economic Operator program and other similar programs where applicable.

10.6.

Export Restrictions . If any Products are subject to export restrictions in the country of manufacture or shipment GEHC shall be solely responsible for any such requirements in connection with the export of the Products. The Supplier shall, if requested by GEHC, support GEHC with information required to establish ECCN and ECN numbers and to obtain export licenses or other certificates or to establish value of US components.

10.7.

Country of Origin . In accordance with GEHC’s request, if required for the sole of Products to GEHC hereunder, the Supplier will mark each Product, and, as appropriate. Product packaging, labels, or invoices with the country of origin for the Product, in accordance with the applicable trade and customs laws. The Supplier will also at the request from GEHC provide reasonable and auditable documentation that establishes the country of origin for a Product and including the raw materials used to manufacture such Product for the whole supply chain, including without limitation, certifications of

origin for Products qualifying for NAFTA or EEA preferential duty provisions, as applicable.

10.8.

Personal Data Protection . With regard to personal data received from GEHC, the Supplier agrees (i) not to use it other than for its intended purpose, (ii) not to disclose it to any third parties, and (iii) not to transfer it to any countries outside the European Union, unless GEHC has given its prior written consent thereto. The Supplier shall use appropriate measures to ensure security and confidentiality of GEHC personal data. Supplier shall notify GEHC in the most expedient time possible and without unreasonable delay of any Security Breach involving any GEHC personal data where “Security Breach” is defined as any event involving an actual, potential or threatened compromise of the security, confidentiality or integrity of the data , including but not limited to any unauthorized access or use. GEHC shall have the right to use personal data received from the Supplier in conformity with applicable data protection laws. Upon termination of this Agreement, for whatsoever reason. Supplier shall stop the Processing of GEHC Personal, unless otherwise agreed by GEHC, and these undertakings shall remain in force until such time as Supplier no longer possesses GEHC Personal Data. For the purpose of this provision the definition of “personal data” is that provided in EU Directive 95/46/EC.

WARRANTY, INDEMNIFICATION AND LIABILITY

11.

Warranty

11.1.

Product Warranty . The Supplier represents and warrants that the Products will:

conform strictly to and be manufactured in accordance with the Specifications referred to in Attachment C and the Production Document:

be free from defects in material and workmanship, whether latent or otherwise.

Supplier does not warrant, represent or in any way undertake any warranties of merchantability or fitness for a particular purpose of any Products.

11.2.

Supplier Intellectual Property Warranty . The Supplier represents and warrants as follows: (i) it owns or has the right to use all of its own Process-Related Technology existing as of the Effective Date that it will use to manufacture the Products and to sell the Products to GEHC; and (ii) neither the Supplier’s equipment nor any of its Process-Related Technology used to manufacture the Products infringes or is alleged to infringe any patent or other proprietary right of any other person.

11.3.

GEHC Intellectual Property Warranty . GEHC represents and warrants as follows: (i) GEHC owns or has the right to use and license to Supplier all of its own Product-Related Technology and/or its own Process-Related Technology; and (ii) the Product-Related

Technology and/or Process-Related Technology that it owns or controls does not infringe and is not alleged to infringe any patent or other proprietary right of any other person in connection with manufacture, use or sale of the Products by GEHC and its direct or indirect customers.

11.4.

Execution and Performance of Agreement . The Supplier represents and warrants that it has the full right, power, and authority to enter into and perform its obligations under this Agreement.

11.5.

Survival of Warranties . The Supplier agrees that (i) the warranties set forth in this section shall survive the inspection, acceptance, and use of the Products by GEHC, its distributors and sub-distributors for a period of the shorter of either [*] ( [*] ) months from completion of delivery of the Purchase Order or the shelf life as specified in Attachment C (“Warranty Period”) and (ii) are in addition to any warranties and remedies to which the Supplier may otherwise agree in writing or which are mandatory by statutory law. The Supplier agrees to extend to GEHC any warranties received from the Supplier’s suppliers. The Supplier warrants Products only as set forth in this Agreement and disclaims all other warranties.

11.6.

Returns . GEHC may return to the Supplier any Product that does not conform to the representations and warranties. Any such Product shall be returned to the Supplier and then once replaced returned to GEHC at Supplier’s expense (including all transportation and insurance). The Supplier will, at its cost, and as soon as reasonably practicable replace the returned Product to bring the Product in conformance with the warranty, and will return the replacement Product as soon as possible, but in any event within thirty (30) days, after receipt of the non-conforming or defective Product. If the Supplier is unable to return the Product within thirty (30) days, the Supplier shall at GEHC’s request provide GEHC a refund as defined in section 11.8 below. In the event of GEHC accepts the refund, this shall be GEHC’s sole remedy with regards to such return.

11.7.

Complaints . Any complaint shall be regarded as having been timely lodged if GEHC notifies the Supplier of the fault at any time during the warranty period. Within [*] weeks after any complaint lodged by GEHC concerning a defective Product the Supplier shall make a reasonably detailed report to GEHC including a root cause analysis and the corrective and preventive action that has been initiated according to the Suppliers standard operating procedure, if warranted by investigation findings.

11.8.

Credits/Refunds . In accordance with this Section 11, the Supplier shall refund GEHC by wire transfer or check for any payment GEHC made with respect to such Product GEHC may elect, at its sole discretion, to take such credit on

any open invoices of the Supplier in the place of such refund.

11.9.

Recalls and Field Corrections . If any recall, product withdrawal or field correction of any end product incorporating the Products is required by a governmental agency or by GEHC for safety or efficacy reasons resulting from the supply by the Supplier of any Product not complying with the warranties included in the Agreement then the Supplier shall bear all costs and expenses, including but not limited to the costs and expenses related to such recall or field correction, communications and meetings with all required regulatory agencies, replacement stock, service labor, installation, travel, notifying customers of such recall and any replacement product to be delivered to those same customers, including shipping costs. To the extent that any such recall or field correction is due in part to the negligent or intentional acts or omissions of GEHC, GEHC shall be responsible for such costs and expenses equitably in proportion to its fault.

11.10.

Testing . In the case of disagreement between the Parties concerning the quality of Products delivered and such disagreement relates to the provisions in this Section 11, a sample shall be submitted to an independent laboratory to be agreed upon by the Parties and the report from such laboratory shall finally settle whether or not the delivery has met the specification or not. The cost for the laboratory shall be borne by the failing party.

11.11.

The Parties agree that the product warranty in Section 11.1 shall not apply with regard to Lego Products. Instead the Supplier represents and warrants that the Lego Product has been subject to the preliminary testing specified in Exhibit H and that the results from such test, nor any other circumstances during the manufacture give reason to believe that the Lego Product may not comply with the Specifications. Any complaints concerning Lego Products shall be submitted not later than ninety (90) days after receipt of Certificate of Analysis. In the event of defective Lego Product, which have been used in the production of GEHC prior to receipt of the Certificate of Analysis, the Supplier agrees to compensate GEHC for direct damage and loss, such as loss of contaminated production batches or cleaning costs, up to a total amount of seven and a half million Swedish kroner (7.500.000 SEK] per calendar year. However, the Supplier shall not be liable to the extent it can verify that the Lego Products have been manufactured strictly in accordance with the manufacturing methods described in Exhibit H and that no preliminary test or any other circumstances have given reason to believe that the Lego Product might be defective.

12.

Indemnification

12.1.

Supplier Indemnity . Subject to Section 14 below, the Supplier agrees to defend, indemnify, protect, and hold harmless GEHC and GEHC’s Affiliates, employees, agents, servants, and representatives from and against any and all claims, damages, losses, liabilities, and expenses of whatever nature, arising out of or relating to: (i) the breach by the Supplier of any material term of this Agreement or (ii) any negligent act or omission, or willful misconduct of the Supplier or its agents, employees, or subcontractors. GEHC shall notify the Supplier of any such claim, suit, or proceeding, and Supplier will assist (at the Supplier’s expense) in the defense of the same.

12.2.

GEHC Indemnity . Subject to Section 14 below, GEHC agrees to defend, indemnify, protect, and hold harmless the Supplier and its Affiliates, employees, agents, servants, and representatives from and against any and all claims, damages, losses, liabilities, and expenses of whatever nature, arising out of or relating to: (i) the breach by GEHC of any material term of this Agreement; (ii) any and all damages, losses, costs and expenses (including, without limitation, reasonable attorney’s fees) arising out of or from any and all successful claims, suits, actions or proceedings for bodily injury, death or property damage or any other injury or damage of any kind whatsoever arising out of GEHC’s or its direct or indirect customers’ promotion, distribution, sale or the use of any of the Products, unless such injury or damage is ascribable to Supplier hereunder; or any negligent act or omission, or willful misconduct of GEHC or its agents, employees, or subcontractors. Supplier shall notify GEHC of any such claim, suit, or proceeding, and GEHC will assist (at GEHC expense) in the defense of the same.

12.3.

Intellectual Property Indemnity . Each party agrees to defend, indemnify, protect, and hold harmless the other Party and its affiliates, employees, agents, servants, and representatives from and against any and all claims, damages, losses, liabilities, and expenses of whatever nature, resulting from a breach of its warranties made in Section 11.2 respectively 11.3. If a party has reason to believe that (i) the use of any its Process-Related Technology is enjoined by a court, it will first use best efforts to either procure the necessary licenses to continue manufacturing under the relevant Process-Related Technology or adjust the manufacturing process at its sole-cost to avoid infringing such third party’s intellectual property (provided that such an adjustment can be made without otherwise breaching the Agreement and (ii) if after using best efforts, the first two options are not commercially reasonable, the other party may terminate the Agreement immediately and be entitled to

prompt reimbursement of unavoidable costs (hereunder unsold Products) incurred until such termination.

CONFIDENTIALITY AND GE PROPERTY

13.

Confidentiality

13.1.

During the Term of this Agreement and the supply agreements preceding this Agreement, each Party (the “Recipient”) may have received or will receive or have access to certain information of the other Party (the “Discloser”) that is Confidential Information of the Discloser. For purposes of this Agreement, “Confidential Information” shall mean any information disclosed by the Discloser to the Recipient, whether technology-related or business-related, whether furnished before or after the Effective Date and irrespective of the form of communication. All written information must be clearly marked using words such as “confidential” or “proprietary” in order to be treated as Confidential Information, unless of apparent confidential nature. The Recipient will protect the Confidential Information with the same degree of care as the Recipient uses for its own similar information, but no less than a reasonable degree of care. Confidential Information may only be used by those employees, contractors and advisors of the Recipient and its affiliates (“Representatives”) who have a need to know such information for the purposes related to this Agreement and who are bound by equivalent confidentiality obligations, and the Recipient shall inform such Representatives of the confidential nature of such Confidential Information and the obligations of the Recipient hereunder. The Recipient shall be responsible for any breach of this Agreement by it or any Representative to the same extent as though such Representatives were Parties hereto. The Parties acknowledge that trade secrets are deemed Confidential Information to be protected indefinitely. The Parties also agree that all other information, including but not limited to technical information (which is not intellectual property rights) and forecasts disclosed during the Term or prior to the formation of this Agreement are deemed Confidential information to be protected during the term and for a period of [*] ( [*] ) years thereafter.

13.2.

Exclusions . The undertakings in clause 13.1 shall not apply to information which:

(a)

is publicly available through no fault of the Recipient;

(b)

the Recipient can show by reasonable written record was in his possession at the time of disclosure and which was not acquired directly or indirectly from the Discloser;

(c)

is rightfully received from a third party with no duty of confidentiality;

(d)

has been developed by the Recipient independently of the Confidential Information received from the Discloser; or

(e)

the Recipient notifies the Discloser is required to be disclosed by the Recipient pursuant to a legally enforceable order, direction or other regulation but any disclosure shall only be so far as necessary to give effect thereto.

13.3.

Return of Confidential Information . All Confidential Information supplied to or acquired by each Party and all copies thereof shall be returned to the other Party within [*] ( [*] ) days after termination of this Agreement. All information consisting of documents, notes and other writings prepared by one Party based on non-public data of the other Party shall be destroyed except for one copy of the Information to be kept in the Recipient’s legal files.

13.4.

Development . The confidentiality terms in this Clause shall not be construed to limit GEHC’s or Suppliers right to independently develop or acquire products without use of the other Parties Confidential information.

13.5.

Restrictions on Use of Design Materials and Know How . During and after the Term the Supplier, unless subject to written agreement between the Parties hereto, shall be prohibited from selling to any third party any Product or equivalent product that is either (i) developed for GEHC under this Agreement; (ii) incorporates any GEHC Confidential Information; or (iii) is specifically designed or configured for use with GEHC’s products using information received or know how developed in connection with this Agreement.

13.6.

Previous undertakings of confidentiality . The Parties agree that the provisions in this Clause 13 shall replace all previous undertakings of confidentiality and shall apply to all Confidential Information whether disclosed in connection with this Agreement or any preceding supply agreement between the Parties concerning any of the Products.

14.

Indirect Loss

In no event shall either Party hereto be liable for any indirect or consequential loss or damage whatsoever in connection with this Agreement.

15.

Technology

15.1.

Definitions .

(a)

“Technology” means any idea, invention, technique, modification, process, or improvement (whether patentable or not), trade secret, industrial design (whether registerable or not), patent, copyright or work of authorship (whether or not copyright protection may be obtained for it), excluding, however, any of the foregoing that is within the public domain.

(b)

“Product-Related Technology” means any Technology owned at any time during the Term (whether owned as of the Effective

Date or thereafter acquired or developed) by either of the ponies that is related directly and solely to the structure of the Products.

(c)

“Process-Related Technology” means any Technology owned at any time during the Term (whether owned as of the Effective Date or thereafter acquired or developed) by either of the parties that is required for the manufacture of the Products.

15.2.

Licenses .

(a)

During the Term and only for the purpose of fulfilling its duties and obligations under the Agreement, GEHC hereby grants to the Supplier a royalty-free and nonexclusive right and license to use any Product-Related Technology or Process-Related Technology owned by GEHC that is necessary or useful to the Supplier for manufacture of the Products. Supplier acknowledges and agrees that no other use shall be mode by the Supplier, its affiliates or authorized contractors of the GEHC Technology without the express written authorization of GEHC.

(b)

After the Term, the Supplier, agrees not to assert any claims whatsoever, whether directly or via its Affiliates, against GEHC, its Affiliates, distributors, customers and contract manufacturers with regard to their possible use of any Process-Related Technology owned by the Supplier that is necessary to GEHC for the manufacture, either directly or through a third party manufacturer, sale, distribution, and use of the Products.

15.3.

Ownership of Technology .

(a)

GEHC Property . All tools, dies, drawings, plans, manufacturing aids, testing or other equipment or materials, and all intellectual property rights in the foregoing, which GEHC furnishes to the Supplier, or which is developed or acquired at GEHC’s expense or at its direction in the performance of work hereunder, shall be GEHC’s property (the “GEHC Property”). The Supplier hereby assigns and agrees to assign to GEHC, all such property. All such GEHC Property shall be safely maintained separate from the Supplier’s property, and marked “Property of General Electric Company.” The Supplier agrees not to substitute any property for GEHC Property and not to use such property except for performance of work hereunder or as authorized in writing by GEHC. The Supplier shall use GEHC Property with all due care, but is held at GEHC’s own risk, and subject to removal by GEHC at its written request.

(b)

GEHC Technology . Including, but not limited to such GEHC Technology listed in Attachment F and G, all GEHC Technology (i) that is provided to the Supplier by and/or on behalf of GEHC or that is used by the

Supplier with respect to the performance of its obligations hereunder and (ii) that was owned by GEHC prior to being provided to the Supplier shall be and remain the property of GEHC. The Supplier shall acquire no right, title or interest in the GEHC Technology as a result of its performance of its obligations hereunder. At GEHC’s request or upon termination or expiration of the Agreement for any reason, the Supplier shall return to GEHC any and all copies of GEHC Technology and remove all copies of such GEHC Technology from the computers and computer networks of the Supplier, save for one copy which may be retained for the purpose of monitoring the Supplier’s compliance with this provision.

(c)

Supplier Technology . All Supplier Technology that is (i) provided to GEHC by and/or on behalf of the Supplier or that is used by the Supplier with respect to the performance of its obligations under the Agreement or (ii) owned by the Supplier prior to the performance of any of its obligations under the Agreement or acquired by the Supplier thereafter shall remain the property of the Supplier. GEHC shall acquire no right, title or interest in any such existing Supplier Technology as a result of the Suppliers performance of its obligations hereunder, except as expressly stated in this Agreement.

(d)

Newly Created Works . All Technology, that is either Product-Related Technology or Process-Related Technology, developed by the Supplier specifically for the Supplier’s manufacture and supply of the Products or otherwise derived from GEHC Technology (collectively, the “Works”) shall also be deemed GEHC Technology and solely owned by GEHC. Such Works shall be considered “works mode for hire” pursuant to the Copyright Act of 1976, as amended, and all intellectual property rights in and to such Works, including any copyright, trade secret and patent rights, shall be solely and exclusively owned by GEHC. The Supplier shall disclose to GEHC in a timely manner any and all Works, and such disclosures by the Supplier shall include a reasonably detailed written description of such Works. To the extent that all applicable intellectual property rights in the Works are not deemed “works made for hire” and transferred and assigned to GEHC by operation of law, the Supplier hereby does and will transfer and assign, and cause its employees and agents to transfer and assign, now and in the future, all right, title and interest in the Works to GEHC. GEHC may transfer such Works to any third party or use the Works for any purpose without further payment to the

Supplier. In the event GEHC decides to file one or more potent applications covering any such Works, the Supplier shall at GEHC’s request and expense assist GEHC in the preparation and prosecution of such patent application(s) and shall execute all documents (and cause its employees or agents to execute all documents) deemed necessary by GEHC for the filing thereof and/or the vesting in GEHC of all title thereto. Such Works shall be deemed GEHC Confidential information under the Agreement.

15.4.

No Rights . The Supplier shall acquire no right, title or interest in any of the trademarks, patents, trade secrets, service marks or copyrights belonging to GEHC. No rights are granted to the Supplier under any GEHC patents, copyrights, trade secrets, or other property rights except as may be expressly agreed to by GEHC in writing. The Supplier shall not use or incorporate into Products any intellectual property of others without their prior written permission.

15.5.

Removal of Marks . The Supplier agrees not to sell, transfer, distribute or otherwise convey any part, component, Product or service bearing or incorporating any GEHC trademark, trade name or service mark, part numbers or other identifiers, including any GEHC packaging, copyrights or code (“GEHC Marks”), to any party other thon to GEHC or any affiliate of GEHC. The Supplier shall not have the right to sell rejected, returned or unpurchased Products to any third parties. The Supplier will defend and indemnify GEHC against any claims, losses, liabilities, costs or expenses that GEHC may incur as a result of the Supplier’s breach of this obligation.

15.6.

Co-operation . The Supplier shall reasonably cooperate with GEHC to secure any intellectual property rights developed under this Agreement by, for example, assisting in the filing and prosecution of patent applications, and executing such documents as GEHC may reasonably request at GE expense.

15.7.

Survival . The obligations under this Clause shall survive the termination of this Agreement.

TERMINATION

16.

Termination

16.1.

This Agreement shall commence on the Effective Date and, subject as hereinafter provided, shall continue in effect until 31 December 2016. Notwithstanding the aforementioned, either party hereto may unilaterally terminate this Agreement, subject to two (2) years prior written notice. 16.2 This Agreement may further be terminated under the following conditions:

Either Party may terminate this Agreement at any time by a notice in writing if the other Party materially defaults in the performance of one or more of its obligations hereunder,

provided that the Agreement shall not be so terminated if the Party in default has cured the default within sixty (60) days after the notice has been given. For the purpose of this provision a) default of payments of any undisputed amounts exceeding [*] Swedish kroner ( [*] SEK) and b) breach by the Supplier of any of the quality requirements in Attachment A shall be considered as a material default.

Either party may terminate this Agreement with immediate effect by a notice in writing if the other party shall file a petition in bankruptcy, or shall be adjudicated bankrupt, or shall take advantage of the insolvency law of any state or country, or shall make an assignment for the benefit of creditors, or shall have a receiver, trustee or other court officer appointed for its property.

16.2.

GEHC shall have the right to terminate the Agreement with not less than six (6) months written notice if the Supplier or any of its Affiliates markets or sells any chromatography media products. A chromatography media product means a product that without further processing can be used to separate macromolecules and cells. For avoidance of doubt, a protein ligand shall not be considered as a chromatography media unless immobilized on a bead or other surface.

16.3.

GEHC shall have the right to terminate the Agreement with not less than six months written notice if the control of the Supplier or its protein manufacturing operation is transferred outside of the Novozymes group of companies.

In case of delay with delivery(ies) or defective Products the below Section shall apply instead of the above Section:

16.4.

In the event:

delivery of Product is delayed with more than [*] ( [*] ) months, or

quality defects in Products, provided Supplier is liable for such defects cf. the Product warranties herein, which GEHC notified Supplier of in writing, have not been corrected within [*] ( [*] ) months.

material breach by the Supplier of the Supplier Integrity Statement in Attachment B provided such breach may reasonably cause reputational risks for GEHC

– GEHC has the right to terminate the Agreement with immediate effect.

17.

Notices

17.1.

All notices expressly required to be in writing (Legal notices) shall be, if required by either party, in English or at least accompanied by a translation into English, and shall be sufficiently served if delivered by hand (including by courier) or if sent by courier, special delivery, registered mail, or pre-paid air mail or by fax. In all cases notices shall be delivered to the respective

Parties at the addresses specified on the front page of this Agreement.

17.2.

A notice shall be deemed to have been received:

(a)

if delivered by hand, at the time of delivery;

(b)

in the case of special delivery or registered mail, two business days after the date of posting;

(c)

in the case of fax, upon completion of transmission.

17.3.

For the avoidance of doubt, notices under this Agreement may not be served by email, unless the Parties agree at the time of service.

18.

Miscellaneous

18.1.

Independent Contractor . The relationship of the Parties hereunder shall be that of independent contractors. Nothing in this Agreement shall be deemed to create a partnership, joint venture, or similar relationship between the Parties, and no Party shall be deemed to be an agent of the other Party.

18.2.

Subcontractors . None of the obligations to be performed by the Supplier under this Agreement shall be performed by any subcontractor or other third party unless such performance shall have been approved by GEHC in writing.

18.3.

Governing Law . This Agreement shall be governed by and construed in accordance with the laws of Sweden without giving effect to the conflict of law principles thereof. The United Notions Convention on Contracts for International Sales of Goods shall not apply to this Agreement.

18.4.

Arbitration . The Parties will attempt to resolve any dispute, controversy or claim relating to this Agreement through good faith negotiations within [*] ( [*] ) days, failing which the dispute shall be finally settled by arbitration in accordance with the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The proceedings shall be held in the English language, if required by any of the Parties. The seat of the arbitration shall be Stockholm. The language of the arbitration shall be English, if requested by either Party. The cost of the arbitration will be shared equally by the Parties. The arbitrator will have the authority to apportion liability between the Parties, but will not have the authority to award any damages or remedies not available under the express terms of this Agreement. With regards to any action for breach of confidentiality or intellectual property obligations, nothing in this section shall preclude either party from seeking interim equitable relief but such request shall not be deemed a waiver of the obligation to arbitrate hereunder.

18.5.

Force Majeure .

(a)

The obligations of either Party hereunder shall be excused or suspended to the extent performance is prevented or delayed by any future condition, which (i) is beyond the reasonable control, and without the fault or negligence, of the Party affected thereby.

(ii) was not foreseeable by such Party at the time this Agreement was entered into, and (iii) could not have been prevented by such Party taking reasonable steps. Such conditions shall include, but not be limited to, war mobilization, riots, fire, explosion, flood, insurrection, embargo, currency restriction, and acts or omissions of governments in their sovereign capacity.

(b)

The Party invoking relief hereunder, shall, within seven (7) days after commencement of the event of force majeure, give written notice thereof and of the anticipated consequences thereof, to the other Party.

(c)

In the event of any case of force majeure, the Party affected thereby shall take all reasonable measures to mitigate and minimize the effect of such case, and to resume as promptly as possible the diligent performance of its obligations under this Agreement, however GEHC shall be permitted during such time to acquire substitute or replacement items from one or more alternative sources. If the delay lasts more than thirty (30) days GEHC may terminate this Agreement and any applicable Purchase Orders.

(d)

Notwithstanding anything in this Agreement to the contrary, no delay or failure of a Party to perform its obligations hereunder shall be excused if and to the extent that it is caused by labour problems of such Party, its subcontractors’ and/or its suppliers such as strikes.

18.6.

Assignment . This Agreement is personal to the Parties and no Party shall without the prior written consent of the other Party, assign this Agreement or any part of it Any such action shall be declared null and void. No Party shall sub-contract or delegate in any manner any or all of its obligations under this Agreement to a third party or agent without the other Party’s consent. Notwithstanding the foregoing, GEHC may assign its rights and obligations under this Agreement without the Supplier’s consent to an affiliate and in conjunction with the transfer of all or substantially all of its business or that part to which this Agreement relates. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective heirs, successors, and permitted assigns. The Supplier may not assign this Agreement to any third parties unless GEHC gives its written consent thereto in writing.

18.7.

Publicity . The Supplier shall not issue any press release or announcement with regard to this Agreement, nor use any of GEHC’s products or its name or trademarks in promotional activity, unless otherwise agreed.

18.8.

Amendment; Waiver; Survival . This Agreement may be modified only by a writing signed by both Parties. Any failure to enforce any provision of

this Agreement is not a waiver of that provision or of either Party’s right to later enforce each and every provision. The terms of this Agreement that by their nature are intended to survive its expiration will continue in full force and effect after its expiration,

18.9.

Severability . If any provision of this Agreement is determined to be legally unenforceable or invalid, it shall not affect the validity or enforceability of the remainder of the Agreement, and the remaining provisions will continue in full force and effect. The Parties will substitute a provision that most closely approximates the economic intent of the invalid provision.

18.10.

Battle of Forms . This Agreement contains the entire agreement and understanding of the Parties and supersedes all prior agreements, understandings or arrangements (both oral and written) relating to the subject matter of this Agreement. For the avoidance of doubt, the Contract Manufacturing and Purchasing Agreement between the Parties effective September 1, 2005, as amended, is hereby terminated. Any Orders placed under this Agreement shall be solely governed by the terms and conditions of this Agreement. No general terms and conditions of either Party referred to in purchase orders, order confirmations or elsewhere shall apply, unless expressly agreed in writing.

18.11.

Affiliate . For the purposes of this Agreement, an Affiliate of a party shall mean any company controlled by or under common control with the relevant party where “control” means direct or indirect ownership of at least 50 percent of the voting stock or interest in a company or control of the composition of the board of directors,

18.12.

Interpretation . In this Agreement, reference to a clause, section or Attachment are, except where otherwise stated, a reference to an Attachment of this Agreement and a clause or section of the relevant Attachment. Clause, section or Attachment headings in this Agreement and any descriptive notes in brackets are for convenience only and shall not affect the construction or interpretation of this Agreement. References to the words “include(s)” or “including” shall be construed without limitation to the generality of the preceding words. Unless the context otherwise requires, references to the singular include the plural and vice versa, references to any gender include all other genders and references to “persons” shall include individuals, bodies corporate, unincorporated associations, businesses and partnerships. Any reference to a day shall be to a calendar day unless specified otherwise. Any reference to a Business Day shall mean any day which is not a Saturday, Sunday or public holiday in the country in which GEHC or its relevant Affiliate or the Supplier is located unless specified otherwise.

Attachment F

GE Technology

Production know-how covering [*] with regard to rPA and ZätA protein, in particular as described in the following documentation.


Documentation – title		GEHC Doc No. (when applicable)

rPA
*[]**

ZätA
*[]**

For avoidance of doubt, the above is not an exhaustive list of GE Technology, but describes certain key elements of the manufacturing process and test methods relating to the Products.

Attachment G.

GE Technology

Production know-how covering [*] with regard to Native Product, in particular as described in the following documentation.


Documentation – title		Doc No
*[]**		·

For avoidance of doubt, the above is not an exhaustive list of GE Technology, but describes certain key elements of the manufacturing process and test methods relating to the Products.

Attachment H.

GE Technology

Production know-how covering [*] with regard to Lego Product, in particular as described in the following documentation.


Documentation – title		Doc No

*[]**

For avoidance of doubt, the above is not an exhaustive list of GE Technology, but describes certain key elements of the manufacturing process and test methods relating to the Products.

Attachment I

GEHC initial [*] rolling forecast starting from effective date

[

Zäta ([*])

[

nPA ([*])

[

rPA ([*])

[

Attachment J

Lead time schedule

[*]

Attachment K: Production Documents generated by the Supplier

The below listed documents represent the top documents in hierarchical document structure and will thus in itself reference to all relevant documents for the Supplier’s production of the respective Products.

The specific documents are:


NZ Doc No		Title
*[]**

Attachment L: TT Programs

rPA

1.	The Parties shall use their respective best efforts to complete the TT Programs without undue delay. The aim with the TT Programs is to transfer GEHC’s manufacturing know-how needed to manufacture the rPA.

2.	The TT Programs consists of the following main activities:

Transfer of analytical and production methods

Implementation, including validation of equipment and raw materials

Validation of process and finished product

Customer approval

On the effective date of this Agreement points 1. and 2. above have been completed, and points 3. and 4. are pending.

3.	Each party will bear its own costs as a general principle. GEHC will pay for any productive material (material validated for use in GEHC production of final products) according to the agreed prices herein.

4.	In case the process does not perform as expected the parties shall in good faith negotiate the cost for the further development needed.

5.	GEHC shall supply Supplier with full documentation of the process and analytical methods including existing validation reports, provided GEHC is allowed to disclose such documentation considering any third party confidentiality obligations.

6.	Approved product from the validation batches performed at Supplier shall be bought by GEHC according to the terms and conditions of this Agreement.

Zäta

1.	The Parties shall use their respective best efforts to complete the TT Programs without undue delay. The aim with the TT Programs is to transfer GEHC’s manufacturing know-how needed to manufacture the Zäta.

2.	The TT Programs consists of the following main activities:

Transfer of analytical and production methods

Implementation including validation of equipment and raw materials

Validation of process and finished product

Customer approval

On the effective date of this Agreement points 1. to 3. have been completed, and point 4. is pending.

3.	Each party will bear its own costs as a general principle. GEHC will pay for any productive material (material validated for use in GEHC production of final products) according to agreed prices herein.

4.	In case the process does not perform as expected the parties shall in good faith negotiate the cost for the development needed.

5.	GEHC shall supply Supplier with full documentation of the process and analytical methods including existing validation reports, provided GEHC is allowed to disclose such documentation considering any third party confidentiality obligations.

6.	Approved product from the validation batches performed at Supplier shall be bought by GEHC according to the terms and conditions of this agreement.

Exhibit 10.21

Amendment to Strategic Supply Alliance Agreement

This Amendment to the Agreement (as defined below) is made effective on October 27, 2011 (“Effective Date”), by and between,

1.	Novozymes Biopharma Sweden AB having its address at St Lars Väg 47, 220 09 Lund (the “Supplier”), and

2.	GE Healthcare Bio-Sciences AB having its address at Björkgatan 30, S-751 84 Uppsala, Sweden (“GEHC”).

Recitals

A.	The Parties have entered into a Strategic Supplier Alliance Agreement (the “Agreement”) effective July 7, 2011 concerning the supplies of certain protein ligands to GEHC.

The manufacturing and supply business of cell culture ingredients and protein A affinity ligands for use in industrial cell culture, stem and therapeutic cell culture and biopharmaceutical manufacturing (the “Business”) run by the Supplier and Novozymes Biopharma DK A/S, a company organized under the laws of Denmark and the sole stockholder of the Supplier (“Novozymes Parent”), is expected to be sold to an affiliate of Repligen Corporation, a corporation organized under the laws of the state of Delaware in the United States (“Repligen”), pursuant to a purchase agreement (the “Purchase Agreement”), entered into on or about the date hereof, by and among Novozymes Parent, Repligen and the other parties thereto (the sale of the Business referred to herein is defined as the “Transaction”).

C.	In connection with the Transaction, the Parties wish to have the Agreement amended in accordance with the provisions below.

Considering the above the Parties have entered into the following amendment to the Agreement (the “Amendment”).

Amendment

For purposes hereof and the Agreement, the term “Transaction” shall mean the sale of the manufacturing and supply business of cell culture ingredients and protein A affinity ligands for use in industrial cell culture, stem and therapeutic cell culture and biopharmaceutical manufacturing business run by Supplier and Novozymes Biopharma DK A/S, a company organized under the laws of Denmark and the sole stockholder of Supplier, to an affiliate of Repligen Corporation, a Delaware corporation (“Repligen”), pursuant to an agreement entered into by and among Novozymes Biopharma DK A/S, Repligen and the other parties thereto. Terms not otherwise defined in this Amendment shall have the meanings defined in the Agreement.

2.	Except as expressly amended herein, all terms and conditions of the Agreement shall remain in full force and effect.

3.	The Amendment shall be effective as from the Effective Date.

4.	Section 9 of Attachment E of the Agreement shall be amended to include a new Section 9.3 as follows:

“If the Transaction is consummated, the Supplier and GEHC agree to each use commercially reasonable efforts to define Supplier’s internal contingency arrangements to support GEHC’s continuity of supply regarding both (a) Supplier and its main operating facility as of the date hereof located in Lund, Sweden (the “Lund Facility”) and (b) Repligen and its main operating facility as of the date hereof located in Waltham, Massachusetts, United States (the “Waltham Facility”) in order to meet GEHC’s customers’ requirements for documenting security of supply to the extent reasonably practicable. If the Transaction is consummated, the Supplier agrees to provide GEHC with a revised draft of such contingency arrangements for review. GEHC agrees to notify the Supplier in writing of any proposed revisions to such draft contingency arrangements within [*] ( [*] ) days of receipt, which proposed revisions shall thereafter be considered by Supplier, and mutually discussed by Supplier and GEHC, each acting reasonably, until promptly resolved; provided that if GEHC fails to deliver any such written notice of any proposed revisions to Supplier within [*] ( [*] ) days of receipt, then GEHC will be deemed to have accepted such contingency arrangements submitted by Supplier.”

5.	Section 9 of Attachment E of the Agreement shall be amended to include a new Section 9.4 as follows:

“Until such year as GEHC and its Affiliates purchase from Supplier hereunder and from Repligen, in the aggregate, less than [*] % of the total combined volume of all Recombinant Products Zata and rPA purchased by GEHC and its Affiliates worldwide, the Supplier hereby covenants that [*] percent ( [*] %) [*] of the total combined volume of Recombinant Products Zata and rPA manufactured at the Lund Facility and the Waltham Facility shall be manufactured at the Lund Facility.”

6.	The first paragraph of Section 16.1 of Attachment E of the Agreement shall be amended and restated in its entirety as follows:

“This Agreement shall commence on the Effective Date and, subject as hereinafter provided, shall continue in effect until December 31, 2016. Notwithstanding the aforementioned, [*] upon [*] ( [*] ) year prior written notice to Supplier, provided that GEHC may not issue such notice [*] until after 31 December 2013.”

7.	Section 16.2 of Attachment E of the Agreement shall be amended and restated in its entirety as follows:

“GEHC shall have the right to terminate the Agreement with eighteen (18) months written notice if the Supplier or any of its Affiliates markets or sells any immobilized chromatography products that (i) is functionally substitutable (based on technical performance) with GEHC´s chromatography products containing the Products (as exemplified by MabSelect and MabSelect SuRe) or (ii) contains Native Products; provided that GEHC prior to termination shall give the Supplier thirty (30) days written

notice of its intent to terminate the Agreement and should the Supplier provide reasonable explanation of compliance or stop selling or marketing such product during the thirty day period, as certified by the Supplier to GEHC in writing, then GEHC shall not have the right to terminate the Agreement referring to such circumstances.”

8.	Subject to and contingent upon the consummation of the Transaction, all references to the “Novozymes group of companies” shall be amended to refer to the “Repligen Corporation group of companies (which includes, for the avoidance of doubt, Repligen Corporation and its wholly owned subsidiaries).

9.	GEHC agrees to waive all rights to terminate the Agreement under Section 16.3 of Attachment E of the Agreement with respect to the Transaction.

10.

Effect of Amendment . In the event that the Transaction is not consummated by December 31, 2011, GEHC and Supplier shall each have the right to terminate unilaterally this Amendment by giving the other party hereto written notice no later than fifteen (15) days following such date and, if such notice is delivered, this Amendment and the changes to the Agreement contemplated hereby shall be of no force or effect. The parties hereto agree that except as otherwise set forth herein, all terms of the Agreement shall remain in full force and effect. In the event of any inconsistency or conflict between the Agreement and this Amendment, the terms, conditions and provisions of this Amendment shall govern and control.

11.

Entire Agreement . This Amendment and the Agreement, including the Attachments, exhibits, schedules and other documents referred to therein which form a part thereof, contain the entire understanding of the parties hereto with respect to the subject matter contained herein and therein. Except as provided herein, from and after the execution of a counterpart hereof by the parties hereto, any reference to the Agreement shall be deemed to be a reference to the Agreement as amended hereby.

12.

Governing Law . This Amendment and any disputes hereunder shall be governed by and construed in accordance with the laws of Sweden without giving effect to the conflict of law principles thereof. The United Nations Convention on Contracts for International Sales of Goods shall not apply to this Amendment.

13.

Counterparts . This Amendment may be executed in any number of counterparts and any party hereto may execute any such counterpart, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument. Any signature page delivered by a facsimile machine shall be binding to the same extent as an original signature page with regard to any agreement subject to the terms hereof or any amendment thereto.

[SIGNATURE PAGES FOLLOW]

This Amendment has been executed in two originals whereof the Parties have taken one each.


NOVOZYMES BIOPHARMA SWEDEN AB		GE HEALTHCARE BIO-SCIENCES AB

By:	/s/ Thomas S. Batchelor	By:	/s/ Magnus Lundgren

Name:	Thomas S. Batchelor	Name:	Magnus Lundgren

Title:	Director, M&A	Title:	Global Sourcing Exeuctive

Date:	27 October, 2011	Date:	27 October, 2011

By:	/s/ Niels Münter

Name:	Niels Münter

Title:	Legal Counsel

Exhibit 21.1

SUBSIDIARIES OF THE REGISTRANT

Repligen Europe Limited

Repligen Sweden AB

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the following:

(1)

Registration Statements (Form S-8 Nos. 333-157168, 333-89140 and 33-62796) pertaining to the Second Amended and Restated 2001 Repligen Corporation Stock Plan, the 2001 Repligen Corporation Stock Option Plan, and the 1992 Repligen Corporation Stock Plan

(2)

Registration Statements (Form S-3 Nos. 333-106109, 333-30383, 333-57951, 333-76005, 333-79611, 333-95641, 333-31728, 333-35056 and 333-36280) of Repligen Corporation

of our reports dated March 15, 2012 with respect to the consolidated financial statements of Repligen Corporation and the effectiveness of internal control over financial reporting of Repligen Corporation, included in this Transition Report (Form 10-K) of Repligen Corporation for the nine months ended December 31, 2011.

/s/ Ernst & Young LLP

Boston, Massachusetts

March 15, 2012

Exhibit 31.1

CERTIFICATION

I, Walter Herlihy, certify that:

1. I have reviewed this Transition Report on Form 10-K of Repligen Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report ) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 15, 2012

/s/ W ALTER C. H ERLIHY

Walter C. Herlihy

Chief Executive Officer and President

(Principal executive officer)

Exhibit 31.2

CERTIFICATION

I, William Kelly, certify that:

1. I have reviewed this Transition Report on Form 10-K of Repligen Corporation;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 15, 2012

/s/ W ILLIAM J. K ELLY

William J. Kelly

Chief Financial Officer

(Principal accounting and financial officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Transition Report of Repligen Corporation (the “Company”) on Form 10-K for the period ending December 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned officers of the Company hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: March 15, 2012	By:	/s/ W ALTER C. H ERLIHY
		Walter C. Herlihy
		Chief Executive Officer and President
		(Principal executive officer)

Date: March 15, 2012	By:	/s/ W ILLIAM J. K ELLY
		William J. Kelly
		Chief Financial Officer
		(Principal financial and accounting officer)