Genzyme

Genzyme Canada Inc. (“Genzyme”) is pleased to provide you with this website ("website") and its content for informational purposes. Please carefully read these Terms and Conditions relating to the use of our website. By using our website, you agree to these Terms and Conditions. If you do not agree to these Terms and Conditions, you may not use our website. We reserve the right to revise these Terms and Conditions or any portion of them at any time without notice by updating this posting. You are bound by any revisions and should periodically visit this page to review the current Terms and Conditions that apply to your use of our website. If you violate any of these Terms, your permission to use the website and any materials (as defined below) automatically terminates and you must immediately destroy any copies you have made of the materials.

Throughout these Terms and Conditions, the words "we," "us," "our" and "Genzyme" refer to Genzyme Canada Inc.

Genzyme authorizes you to view, copy, and reproduce any of the contents of this website, such as text, graphics, images, software, and other content ("materials") provided that you agree to and abide by the terms and conditions contained herein (and in any separate agreement that you enter into with Genzyme).

The materials are protected by copyright under Canadian, United States and international laws. Unauthorized use of the materials may violate copyright, trademark, and other laws. You must retain all copyright and other proprietary notices contained in the original materials on any copy you make of the materials. You may not sell or modify the materials or reproduce, display, publicly perform, distribute, or otherwise use the materials in any way for any public or commercial purpose. The use of the materials on any other website or in a networked computer environment for any purpose is prohibited. Nothing on this website or any website of Genzyme or its affiliates shall be construed as conferring any license under any of Genzyme, its affiliate's or any third party's intellectual property rights, whether by estoppel, implication, or otherwise. Genzyme prohibits the use of any Genzyme trademark, or any related graphic, as a "hot link" to any website unless approved by Genzyme. Any rights not expressly granted by this Agreement are reserved to Genzyme.

Set forth below is a partial list of trademarks and registered Canadian trademarks owned or licensed by, or under the control of, Genzyme or its affiliates. All other products and services mentioned are identified by the trademarks or service marks of their respective companies or organizations. We may add additional marks to this list from time to time at our discretion.

Genzyme®, Cerezyme®, Ceredase®, Pleur-evac®, Thora-Klex®, Tevdek®, and Polydek® are registered trademarks of Genzyme Corporation. AFP3, AFP4, CARTICEL, CONTRAST, DEKLENE, EPICEL, FABRAZYME, GLYPRO, INSIGHT, MASDA, N-GENEOUS, SAPHLITE, SAGETM, SEPRAGEL, SPHERETM, THYROGEN, NEXTSTITCHTM, SAHARATM, IMMOBILIZERTM, SEPRATM, SEPRAMESHTM and SEPRAPACKTM are trademarks of Genzyme Corporation. Renagel® is a registered trademark of GelTex Pharmaceuticals, Inc. Synvisc®, Hylaform®, and Hylashield® are registered trademarks and Hylashield NiteTM, HylasineTM and HsS are trademarks of Genzyme Biosurgery Corporation. Snowden-Pencer® is a registered trademark of Genzyme Surgical Products Corporation. FOCAL and FocalSeal® are trademarks of Focal, Inc. OSOM is a trademark of Wyntek Diagnostics, Inc. AVONEX® is a registered trademark of Biogen, Inc. WelCholTM is a trademark of Sankyo Pharma, Inc. AldurazymeTM is a trademark of BioMarin/Genzyme LLC. HSS® is a registered trademark of Biomatrix Inc.

We have provided links to certain third party websites as a courtesy. By providing these links, we are not endorsing, adopting or agreeing with any of the content of the linked sites or the products or services of that third party. We do not review or control the content of third party sites and that content is not part of our website. We expressly disclaim any responsibility for the content of any third party sites linked to our website or the products or services of that third party. We do not make any representations regarding the content or accuracy of materials on third party websites or the products or services of third parties. We urge you to use discretion when you access any third party sites linked to our website.

Our website may contain forward-looking statements including, among other things, statements about:

estimates of the potential markets for our products and services,

sales and marketing plans;

assessments of competitors and potential competitors;

estimates of the capacity of manufacturing and other facilities to support our products and services;

expected future revenues, operations and expenditures;

allocations of revenues, expenses, liabilities and income tax benefits;

maintenance of financial covenants contained in our credit facility;

potential milestone payments to the former stockholders of Novazyme Pharmaceuticals, Inc.; and

projected cash needs.

Words such as "estimate," "project," "intend," "expect," "believe," "should," "may," "plan," anticipate" and similar expressions are intended to identify forward-looking statements. Forward-looking statements are subject to risks and uncertainties, and actual results may differ significantly from those that are described in the website. These risks and uncertainties include:

our ability to successfully complete preclinical and clinical development of our products and services;

our ability to manufacture sufficient amounts of products for development and commercialization activities;

our ability to obtain, maintain and successfully enforce adequate patent and other proprietary rights protection of our products and services;

the scope, validity and enforceability of patents and other proprietary rights held by third partied and their impact on our ability to commercialize our products and services;

the accuracy of our estimates of the size and characteristics of the markets to be addressed by our products and services, including growth projections;

market acceptance of our products and services;

our ability to identify new patients for our products and services;

the accuracy of our information regarding the products and resources of our competitors and potential competitors;

the content and timing of submissions to and decisions made by the FDA and other regulatory agencies;

the impact of the May 2001 expiration of orphan drug status of Cerezyme® and Ceredase® enzymes on our revenues from these products;

the outcome of ongoing discussions with the FDA in connection with the Biologics License Application submission for FABRAZYME™ enzyme;

our ability to obtain reimbursement for our products and services from third-party payors, and the extent of such coverage;

our ability to expand manufacturing capacity for Renagel® phosphate binder;

our ability to optimize dosing and improve patient compliance with Renagel® phosphate binder;

our ability to manage inventories of Renagel® phosphate binder;

our ability to establish and maintain strategic license, collaboration and distribution arrangements;

the continued funding of our joint ventures;

our ability to successfully increase market penetration for Synvisc® viscosupplementation product as a treatment for osteoarthritis of the knee and to expand its use in other joints;

our ability to increase market penetration in Europe for our FABRAZYME™ enzyme, THYROGEN™ hormone and Renagel® phosphate binder; and

the possible disruption of our operations due to terrorist activities and armed conflict, including as a result of the disruption of operation of our subsidiaries and our customers, suppliers, distributors, couriers, collaborative partners, licensees and clinical trial sites.

More detailed descriptions of these and other risks and uncertainties are set forth in Exhibit 99.2, "Factors Affecting Future Operating Results," to Genzyme Corporation's 2001 Annual Report on Form 10-K as filed with the United States Securities and Exchange Commission, as it may be amended. We encourage you to read and consider carefully each of the risks and uncertainties described in that exhibit and in subsequent reports filed by Genzyme Corporation with the SEC in evaluating the financial condition and results of operations of Genzyme Corporation and its divisions and affiliates, including Genzyme Canada Inc. Please note that Genzyme Corporation and Genzyme Canada Inc. expressly disclaim any duty to update or revise any information contained in Genzyme Corporation’s filings with the SEC, except as may be required by law. In addition, you should read individual statements appearing in Genzyme Corporation's SEC filings with and in the context of the complete documents in which they appear, and any materials incorporated into those documents by reference, rather than as stand-alone documents. Genzyme Corporation and Genzyme Canada Inc. both caution investors and potential investors not to place undue reliance on forward-looking statements.

Genzyme does not warrant that the website will operate error-free or that the website and its server are free of computer viruses and other harmful goods. If your use of the website or the materials results in the need for servicing or replacing equipment or data, Genzyme is not responsible for those costs.

The website and materials are provided on an 'as is' and ‘as available” basis without any express or implied representations, warranties or conditions of any kind. Genzyme and its suppliers, to the fullest extent permitted by law, disclaim all express and implied representations, warranties and conditions, including any representations, warranties and conditions of merchantability, non-infringement of third parties rights, and fitness for a particular purpose. Genzyme and its suppliers give no representations, warranties or conditions about the accuracy, reliability, completeness, or timeliness of the website or the materials, services, software text, graphics, and links.

The website and the materials are intended for educational purposes only, and are not guaranteed to be accurate, complete, or timely. They are not a substitute for actual medical care. Persons requiring diagnosis or treatment, or who have specific questions related to their condition or care, are urged to contact their health care provider. The website is not intended to be a comprehensive or detailed statement concerning the matters addressed; investment, tax, banking, accounting, legal, medical or other professional or expert advice or recommendations; or an offer, solicitation, or recommendation to sell or buy any stock, bond or other financial instrument or any product or service. You should obtain appropriate, qualified professional advice before acting or omitting to act based upon any information provided on or though the website.

The information available on or through the website does not constitute the official version of any disclosure documents required by applicable securities and other laws, and may not be the most current source of information about Genzyme Canada or its affiliates or their products and services.

In an effort to assist patients in identifying medical resources, we have contracted with certain health care institutions that consider themselves to have expertise in the research, diagnosis and treatment of particular diseases or health conditions. These third parties may be mentioned on this website and this website may provide a link to those third party websites. Genzyme makes no representations, warranties or conditions, and expressly disclaims any responsibility for, the information or treatment that you may receive from any listed health care provider.

With respect to prescription drugs and other medications and therapies, the doctor prescribing such drug is advised to check the product information sheet accompanying each drug to verify conditions of use and identify any changes in dosage schedule or contraindications, particularly if the agent to be administered is new, infrequently used or has a narrow therapeutic range. The materials do not constitute medical advice and website users are urged to consult their doctors with any drug or health related questions they may have.

In no event shall Genzyme, its affiliates, suppliers, or any third parties mentioned at this website be liable for any damages whatsoever (including, without limitation, incidental and consequential damages, lost profits, or damages resulting from lost data or business interruption) resulting from the use or inability to use the website and the materials, whether based on warranty, contract, tort, or any other legal theory, and whether or not Genzyme is advised of the possibility of such damages. In no event shall Genzyme's total liability to you for all damages, losses, and causes of action (whether in contract, tort, including without limitation negligence, or otherwise) exceed the amount paid by you, if any, for accessing the website.

The materials may contain inaccuracies or typographical errors. Genzyme makes no representations about the accuracy, reliability, completeness, or timeliness of the materials or about the results to be obtained from using the website or the materials. Although we may update the materials periodically, we do not have any duty to update the materials, and we will not be liable for any failure to update such materials. Your use of the website and the materials is at your own risk. Changes can and will be made to the website and materials and at any time.

Genzyme makes no claims that the materials are appropriate or may be downloaded outside of Canada or the United States. Access to the materials may not be legal by certain persons or in certain countries. If you access the website from outside of Canada or the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.

The order, purchase, and/or sale of any products from Genzyme, its affiliates, and/or their suppliers are subject to the terms and conditions contained in the applicable purchase order or written agreement between the parties.

You agree to defend, indemnify, and hold harmless Genzyme and its affiliates and their respective officers, directors, employees and agents, from and against any and all claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from your use of the website, the materials (including software) or your breach of these Terms and Conditions of Use. Genzyme shall provide notice to you promptly of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit or proceeding.

Our website is controlled from our offices in the Province of Ontario, Canada. These Terms and Conditions of Use and your access to and use of the website and all related matters shall be governed by and construed in accordance with the laws of the Province of Ontario and applicable federal laws of Canada, excluding any rules of private international law or the conflict of laws that would lead to the application of any other laws.

Any action related to these Terms and Conditions of Use shall be brought only in the courts of the Province of Ontario, Canada sitting in the City of Toronto, and you hereby irrevocably submit and attorn to the original and exclusive jurisdiction of those courts in respect of all such actions.

If any provision of these Terms and Conditions of Use is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of these Terms and Conditions of Use shall remain in full force and effect. Any provision of these Terms and Conditions of Use held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. The parties further agree to replace such invalid or unenforceable provision of these Terms and Conditions of Use with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable provision.

These Terms and Conditions of Use represent the entire agreement between you and Genzyme relating to the subject matter herein and shall not be modified except by Genzyme as provided herein or through a written document signed by both parties.

The parties have expressly requested and required that this Agreement and all other related documents be drawn up in the English language. Les parties conviennent et exigent expressÃ©ment que ce Contrat et tous les documents qui s'y rapportent soient rÃ©diges en anglais.


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