SERVICES AGREEMENT

www.gtc-bio.com

SERVICES AGREEMENT

THESE TERMS AND CONDITIONS are agreed to as of this 16th day of July, 2009 (the “Effective Date”) by and between GTC Biotherapeutics, Inc., a Massachusetts corporation with a business address at 175 Crossing Boulevard, Framingham, Massachusetts 01702 (“GTC”) and LFB Biotechnologies S.A.S. a Sociétée par Actions Simplifiée, having offices at 3, avenue des Tropiques, es Ulis, 91940 Courtaboeuf, France (“LFB”). GTC and LFB are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

GTC and LFB have agreed on terms and conditions, pursuant to which GTC will provide certain services for LFB’s benefit

This Agreement establishes all of the terms and conditions under which the GTC shall provide certain services to LFB (“Services”). In general it is expected that LFB will utilize the following resources of GTC:

LFB may utilize the following functions at GTC (“Services”):

In the course of GTC’s provision of the Services LFB may requisition and GTC may arrange for the purchase of services or products from third parties, which are billed directly to GTC (“Requisitioned Purchases”). LFB shall reimburse GTC for the fully billed cost to GTC of any such Requisitioned Purchases.

Except to the extent otherwise included in the cost of Services, GTC shall be entitled to receive from LFB upon the presentation of invoices therefore, payment for its reasonable out-of-pocket expenses incurred in providing such Services, including fees and costs incurred by outside parties or affiliates in the provision of Services

This Agreement shall continue in effect for a period of three (3) years following the Effective Date (the “Initial Term”) and, thereafter, on a year-to-year basis unless terminated upon the occurrence of any one of the following:

The progress of the Services will be discussed during face to face meetings, to be held on an as needed bass. These meetings will be held at GTC’s office in Framingham, MA. All relevant personnel involved from each of the Parties will attend these meetings

In addition to the terms defined in the Agreement, the following terms have the meanings set forth below:

“Confidential Information” does not include information which

For purposes of illustration, the Confidential Information may be contained in various media, including, without limitation, records of research data and observations, records and results of preclinical and clinical trials, patent applications, regulatory filings, computer programs, manuals, plans, drawings, designs, specifications, supply and customer lists, internal financial data and other documents and records of GTC or LFB, whether or not labeled or identified as “Confidential” or prepared in full or in part by GTC or LFB. If either Party shall be obligated to provide testimony or records regarding the other Party in any legal or administrative proceeding, then the other Party shall reimburse the Party providing such records and/or testimony, out-of-pocket costs therefore plus an hourly fee for its employees or representatives equal to the internal fully burdened cost to GTC or such employee or representative.

In performing the Services, GTC shall comply with all business conduct, regulatory, and health and safety guidelines or regulations established by LFB or any governmental authority with respect to LFB’s business.

GTC shall be solely responsible for any and all salaries, fees, state and federal taxes, withholding, FICA, worker’s compensation or other payments due in respect of the compensation paid to GTC by LFB or by GTC to any employee or agent employed by GTC.

GTC shall obtain agreements acceptable to LFB with all employees, companies and advisors who participate in rendering the Services which

All Developments are “works made for hire” and shall remain the exclusive property of LFB. LFB may use or pursue them without restriction or additional compensation. Should any Intellectual Property be developed and/or any patent applications be filed, GTC will retain a non-terminable, fully paid up, non-transferable shop right to said Intellectual Property.

GTC shall promptly and fully disclose to LFB all Developments. GTC shall keep and maintain complete written records of all Developments and of all work or investigations done or carried out by GTC. These records shall be “works made for hire” and shall remain the exclusive property of LFB.

GTC agrees to assign to LFB all of GTC’s right, title and interest in and to any Developments, with the exception of any shop right. During and after the Term, GTC will cooperate fully in obtaining patent and other proprietary protection for such Developments, all in the name of LFB and at LFB’s cost and expense, and, without limitation, shall execute and deliver all requested applications, assignments and other documents, and take such other measures as LFB shall reasonably request, in order to perfect and enforce LFB’s rights in the Developments. GTC appoints LFB and its attorney to execute and deliver any such documents on GTC’s behalf in the event GTC fails to do so.

GTC shall not directly or indirectly publish, disseminate or otherwise disclose, deliver or make available to any third party any Confidential Information, other than in furtherance of the purposes of this Agreement, and only then with the prior written consent of LFB. GTC may disclose the Confidential Information to a governmental authority or by order of a court of competent jurisdiction, provided that such disclosure is subject to all applicable governmental or judicial protection available for like material and reasonable advance notice is given to LFB.

GTC shall not directly or indirectly use any Confidential Information for GTC’s own benefit or for the benefit of any third party.

GTC shall exercise all commercially reasonable precautions to physically protect the integrity and confidentiality of the Confidential Information. GTC will not remove any Confidential Information or copies thereof from LFB’s premises except to the extent necessary to fulfill the Services, and then only with LFB’s prior consent.

Neither Party shall use the name of the other Party or the names of the employees of the other Party in any advertising or sales promotional material or in any publication without prior written permission of such Party.

During the period of Services and for a period of one (1) year thereafter, neither Party shall solicit any person who is a Consultant or is employed by either Party or any affiliate or subsidiary of either Party to terminate such person’s employment by either Party, such affiliate or subsidiary. As used herein, the term “solicit” shall include, without limitation, requesting, encouraging, assisting or causing, directly or indirectly, any such employee or Consultant to terminate such person’s employment by or consultancy to either Party, affiliate or subsidiary.

Each Party warrants and represents to the other that:

All Services will be rendered by GTC as an independent contractor and this Agreement does not create an employer-employee relationship or any agency relationship between LFB and GTC. GTC shall have no rights to receive any employee benefits, such as health and accident insurance, sick leave or vacation which are accorded to regular LFB employees. GTC shall not in any way represent himself to be an employee, partner, joint venturer, agent or officer with or of LFB.

GTC shall secure and maintain in full force and effect throughout the performance of the Services insurance for

GTC undertakes to hold harmless, indemnify and defend LFB from and against any and all claims, damages (including loss of life), liability, costs and expense (including interest and professional fees) that may arise from GTC’s sole negligence or willful misconduct pursuant to this Agreement, issued tasks or any subsequent amendments thereto.

GTC warrants to LFB that services provided hereunder will be performed in a workmanlike manner and will substantially conform to the agreed to specifications at the time of performance. Unless otherwise expressly agreed in writing by GTC, GTC warrants its services for a period of thirty (30) days from the date of performance of services to LFB or its designated receiver of the services. GTC does not warrant results or achievements of services and GTC is not responsible for the work or activity of any non-GTC employed personnel. GTC makes no other warranty, expressed or implied, with respect to the services.

Any notice required or permitted under this Agreement shall be sufficient if in writing and delivered personally or sent by registered or certified mail, if to GTC at:

GTC Biotherapeutics, Inc.

175 Crossing Boulevard, Suite 410

Framingham, MA 01702

Attn: Daniel S. Woloshen, Senior Vice President & General Counsel

or if to LFB at:

LFB Biotechnologies S.A.S.

3, avenue des Tropiques

Les Ulis, 91940 Courtaboeuf, France

Attn: Christian Béchon, President

This Agreement is a personal services agreement, and the rights and obligations hereunder, may not be assigned or transferred by either Party without the prior written consent of the other Party, except that LFB may assign this Agreement to an affiliated company or in connection with the merger, consolidation or sale of all or substantially all of its assets.

In the event that any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and all other provisions shall remain in full force and effect. If any of the provisions of this Agreement are held to be excessively broad, it shall be reformed and construed by limiting and reducing it so as to be enforceable to the maximum extent permitted by law.

Either Party shall be excused from performing its obligations under this Agreement if its performance is delayed or prevented by any event beyond such Party’s reasonable control, including but not limited to, acts of God, fire, explosion, weather, disease, war, insurrection, civil strife, riots, government action, terrorist acts, or power failure, provided that such performance shall be excused only to the extend of and during such disability. Any time specified for completion of

performance of the Agreement falling due during or subsequent to the occurrence of any or such events shall be automatically extended for a period of time equal to the period of such disability. GTC will promptly notify LFB if, by reason of any of the events referred to herein, GTC is unable to meet any such time for performance specified in the Agreement. If any part of the Agreement is invalid as a result of such disability, GTC will, upon written request from LFB, but at LFB’s sole cost and expense, repeat that part of the Agreement affected by the disability.

This Agreement constitutes the entire agreement of the Parties with regard to its subject matter, and supersedes all previous written or oral representations, agreements and understandings between GTC and LFB.

This Agreement may be changed only by a writing signed by both Parties.

This Agreement shall in all events and for all purposes be governed by, and construed in accordance with, the laws of The Commonwealth of Massachusetts.

IN WITNESS WHEREOF, LFB and GTC have signed this Agreement as of the Effective Date