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Delaware		2834		20-0422823
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Julio E. Vega Bingham McCutchen LLP 150 Federal Street Boston, Massachusetts 02110-1726 (617) 951-8000		Patrick O’Brien Ropes & Gray LLP One International Place Boston, Massachusetts 02110-1726 (617) 951-7000

			Proposed Maximum			Amount of
Title of Each Class of			Aggregate Offering			Registration
Securities to be Registered			Price(1)			Fee(2)
Common Stock, $0.01 par value per share			$86,250,000			$9,229

(1)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933.
(2)	Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price.

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The information contained in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

				Underwriting
		Price to		Discounts and		Proceeds to
		Public		Commissions		Amicus
Per Share		$		$		$
Total		$		$		$

MORGAN STANLEY	GOLDMAN, SACHS & CO.

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		Page
Prospectus Summary			1
Risk Factors			7
Special Note Regarding Forward-Looking Statements			31
Use of Proceeds			32
Dividend Policy			32
Capitalization			33
Dilution			35
Selected Financial Data			37
Management’s Discussion and Analysis of Financial Condition and Results of Operations			39
Business			52
Management			80
Certain Relationships and Related Party Transactions			92
Principal Stockholders			95
Description of Capital Stock			98
Shares Eligible for Future Sale			101
Underwriters			104
Legal Matters			107
Experts			107
Where You Can Find More Information			107
Index to Financial Statements			F-1
EX-3.2: FORM OF RESTATED CERTIFICATE OF INCORPORATION
EX-3.3: BY-LAWS
EX-3.4: FORM OF RESTATED BY-LAWS
EX-4.2: SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
EX-4.3: WARRANT TO PURCHASE SHARES OF COMMON STOCK
EX-10.1: 2002 EQUITY INCENTIVE PLAN , AS AMENDED
EX-10.2: 2006 EQUITY INCENTIVE PLAN
EX-10.3: 2006 EMPLOYEE STOCK PURCHASE PLAN
EX-10.4: LICENSE AGREEMENT
EX-10.5: LICENSE AGREEMENT
EX-10.6: EXCLUSIVE LICENSE AGREEMENT
EX-10.7: SUBLEASE AGREEMENT
EX-10.8: AMENDED AND RESTATED EMPLOYMENT AGREEMENT
EX-10.9: LETTER AGREEMENT
EX-10.10: LETTER AGREEMENT
EX-10.11: LETTER AGREEMENT
EX-10.12: LETTER AGREEMENT
EX-10.13: CHANGE IN CONTROL AGREEMENT
EX-10.14: CHANGE IN CONTROL AGREEMENT
EX-10.15: CHANGE IN CONTROL AGREEMENT
EX-10.16: CONSULTING AGREEMENT
EX-10.17: LETTER AGREEMENT
EX-10.18: FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
EX-23.1: CONSENT OF ERNST & YOUNG LLP

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	•	continue our ongoing Phase II clinical trials of Amigal for the treatment of Fabry disease and potentially conduct later-stage clinical trials of Amigal;
	•	initiate two Phase I clinical trials of AT2101 for the treatment of Gaucher disease and potentially conduct later-stage clinical trials of AT2101;
	•	continue our ongoing preclinical development activities of AT2220 for the treatment of Pompe disease and potentially conduct clinical trials of AT2220;
	•	continue the research and development of additional product candidates;
	•	seek regulatory approvals for our product candidates that successfully complete clinical trials;
	•	establish a sales and marketing infrastructure to commercialize products for which we may obtain regulatory approval; and
	•	add operational, financial and management information systems and personnel, including personnel to support our product development efforts and our obligations as a public company.

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	•	the progress and results of our preclinical development activities and clinical trials of Amigal, AT2101 and AT2220;
	•	the scope, progress, results and costs of preclinical development, laboratory testing and clinical trials for our other product candidates;
	•	the costs, timing and outcome of regulatory review of our product candidates;
	•	the number and development requirements of other product candidates that we pursue;
	•	the costs of commercialization activities, including product marketing, sales and distribution;
	•	the emergence of competing technologies and other adverse market developments;
	•	the costs of preparing, filing and prosecuting patent applications and maintaining, enforcing and defending intellectual property related claims;
	•	the extent to which we acquire or invest in businesses, products and technologies; and
	•	our ability to establish collaborations and obtain milestone, royalty or other payments from any such collaborators.

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	•	obtaining supplies of Amigal, AT2101 and AT2220 for completion of our preclinical activities and clinical studies on a timely basis;
	•	successful completion of preclinical studies and clinical trials;
	•	obtaining marketing approvals from the United States Food and Drug Administration, or FDA, and similar regulatory authorities outside the United States;
	•	establishing commercial-scale manufacturing arrangements with third party manufacturers whose manufacturing facilities are operated in compliance with current good manufacturing practice, or cGMP, regulations;
	•	launching commercial sales of the product, whether alone or in collaboration with others;
	•	acceptance of the product by patients, the medical community and third party payors;
	•	competition from other companies and their therapies;
	•	successful protection of our intellectual property rights from competing products in the United States and abroad; and
	•	a continued acceptable safety and efficacy profile of our product candidates following approval.

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	•	our preclinical tests or clinical trials may produce negative or inconclusive results, and we may decide, or regulators may require us, to conduct additional preclinical testing or clinical trials or we may abandon projects that we expect to be promising;
	•	regulators or institutional review boards may not authorize us to commence a clinical trial or conduct a clinical trial at a prospective trial site;
	•	conditions imposed on us by the FDA or any non-U.S. regulatory authority regarding the scope or design of our clinical trials or may require us to resubmit our clinical trial protocols to institutional review boards for re-inspection due to changes in the regulatory environment;
	•	the number of patients required for our clinical trials may be larger than we anticipate or participants may drop out of our clinical trials at a higher rate than we anticipate;

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	•	our third party contractors or clinical investigators may fail to comply with regulatory requirements or fail to meet their contractual obligations to us in a timely manner;
	•	we might have to suspend or terminate one or more of our clinical trials if we, the regulators or the institutional review boards determine that the participants are being exposed to unacceptable health risks;
	•	regulators or institutional review boards may require that we hold, suspend or terminate clinical research for various reasons, including noncompliance with regulatory requirements;
	•	the cost of our clinical trials may be greater than we anticipate;
	•	the supply or quality of our product candidates or other materials necessary to conduct our clinical trials may be insufficient or inadequate or we may not be able to reach agreements on acceptable terms with prospective clinical research organizations; and
	•	the effects of our product candidates may not be the desired effects or may include undesirable side effects or the product candidates may have other unexpected characteristics.

	•	be delayed in obtaining, or may not be able to obtain, marketing approval for one or more of our product candidates;
	•	obtain approval for indications that are not as broad as intended or entirely different than those indications for which we sought approval; or
	•	have the product removed from the market after obtaining marketing approval.

	•	the prevalence and severity of any side effects, including any limitations or warnings contained in a product’s approved labeling;
	•	the efficacy and potential advantages over alternative treatments;
	•	the ability to offer our product candidates for sale at competitive prices;
	•	relative convenience and ease of administration;
	•	the willingness of the target patient population to try new therapies and of physicians to prescribe these therapies;

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	•	the strength of marketing and distribution support and timing of market introduction of competitive products;
	•	publicity concerning our products or competing products and treatments; and
	•	sufficient third party insurance coverage or reimbursement.

	•	a covered benefit under its health plan;
	•	safe, effective and medically necessary;
	•	appropriate for the specific patient;
	•	cost-effective; and
	•	neither experimental nor investigational.

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	•	our inability to recruit and retain adequate numbers of effective sales and marketing personnel;
	•	the inability of sales personnel to obtain access to or persuade adequate numbers of physicians to prescribe our products;
	•	the lack of complementary products to be offered by our sales personnel, which may put us at a competitive disadvantage against companies with broader product lines;
	•	unforeseen costs associated with creating our own sales and marketing team or with entering into a partnering agreement with an independent sales and marketing organization; and
	•	efforts by our competitors to commercialize products at or about the time when our product candidates would be coming to market.

	•	we may not be able to control the amount and timing of resources that our distributors may devote to the commercialization of our product candidates;
	•	our distributors may experience financial difficulties;
	•	business combinations or significant changes in a distributor’s business strategy may also adversely affect a distributor’s willingness or ability to complete its obligations under any arrangement; and

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	•	these arrangements are often terminated or allowed to expire, which could interrupt the marketing and sales of a product and decrease our revenue.

	•	decreased demand for any product candidates or products that we may develop;
	•	damage to our reputation;
	•	regulatory investigations that could require costly recalls or product modifications;
	•	withdrawal of clinical trial participants;
	•	costs to defend the related litigation;
	•	substantial monetary awards to trial participants or patients, including awards that substantially exceed our product liability insurance, which we would then be required to pay from other sources, if available, and would damage our ability to obtain liability insurance at reasonable costs, or at all, in the future;
	•	loss of revenue;
	•	the diversion of management’s attention from managing our business; and
	•	the inability to commercialize any products that we may develop.

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	•	reliance on the third party for regulatory compliance and quality assurance;
	•	limitations on supply availability resulting from capacity and scheduling constraints of the third parties;
	•	impact on our reputation in the marketplace if manufacturers of our products, once commercialized, fail to meet the demands of our customers;
	•	the possible breach of the manufacturing agreement by the third party because of factors beyond our control; and
	•	the possible termination or nonrenewal of the agreement by the third party, based on its own business priorities, at a time that is costly or inconvenient for us.

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	•	our collaboration agreements are likely to be for fixed terms and subject to termination by our collaborators in the event of a material breach or lack of scientific progress by us;
	•	our collaborators are likely to have the first right to maintain or defend our intellectual property rights and, although we would likely have the right to assume the maintenance and defense of our intellectual property rights if our collaborators do not, our ability to do so may be compromised by our collaborators’ acts or omissions; and
	•	our collaborators may utilize our intellectual property rights in such a way as to invite litigation that could jeopardize or invalidate our intellectual property rights or expose us to potential liability.

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	•	we or our licensors were the first to make the inventions covered by each of our pending patent applications;
	•	we or our licensors were the first to file patent applications for these inventions;
	•	others will not independently develop similar or alternative technologies or duplicate any of our technologies;
	•	any patents issued to us or our licensors will provide a basis for commercially viable products, will provide us with any competitive advantages or will not be challenged by third parties;
	•	we will develop additional proprietary technologies that are patentable;
	•	we will file patent applications for new proprietary technologies promptly or at all;
	•	our patents will not expire prior to or shortly after commencing commercialization of a product; or
	•	the patents of others will not have a negative effect on our ability to do business.

	•	We do not hold composition of matter patents covering Amigal and AT2220, two of our three lead product candidates. Composition of matter patents can provide protection for pharmaceutical products to the extent that the specifically covered compositions are important. For our product candidates for which we do not hold composition of matter patents, competitors who obtain the requisite regulatory approval can offer products with the same composition as our products so long as the competitors do not infringe any method of use patents that we may hold.
	•	For some of our product candidates, the principal patent protection that covers, or that we expect will cover, our product candidate is a method of use patent. This type of patent only protects the product when used or sold for the specified method. However, this type of patent does not limit a competitor from making and marketing a product that is identical to our product that is labeled

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		for an indication that is outside of the patented method, or for which there is a substantial use in commerce outside the patented method.

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	•	our failure to demonstrate to the satisfaction of the FDA or comparable regulatory authorities that a product candidate is safe and effective for a particular indication;
	•	the results of clinical trials may not meet the level of statistical significance required by the FDA or comparable regulatory authorities for approval;
	•	our inability to demonstrate that a product candidate’s benefits outweigh its risks;
	•	our inability to demonstrate that the product candidate presents an advantage over existing therapies;
	•	the FDA’s or comparable regulatory authorities’ disagreement with the manner in which we interpret the data from preclinical studies or clinical trials;
	•	the FDA’s or comparable regulatory authorities’ failure to approve the manufacturing processes, quality procedures or manufacturing facilities of third party manufacturers with which we contract for clinical or commercial supplies; and
	•	a change in the approval policies or regulations of the FDA or comparable regulatory authorities or a change in the laws governing the approval process.

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	•	regulatory authorities may require the addition of restrictive labeling statements;
	•	regulatory authorities may withdraw their approval of the product; and
	•	we may be required to change the way the product is administered or conduct additional clinical trials.

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	•	restrictions on such products, manufacturers or manufacturing processes;
	•	warning letters;
	•	withdrawal of the products from the market;
	•	refusal to approve pending applications or supplements to approved applications that we submit;
	•	voluntary or mandatory recall;
	•	fines;
	•	suspension or withdrawal of regulatory approvals or refusal to approve pending applications or supplements to approved applications that we submit;
	•	refusal to permit the import or export of our products;
	•	product seizure or detentions;
	•	injunctions or the imposition of civil or criminal penalties; and
	•	adverse publicity.

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	•	establish a classified board of directors, and, as a result, not all directors are elected at one time;
	•	allow the authorized number of our directors to be changed only by resolution of our board of directors;
	•	limit the manner in which stockholders can remove directors from our board of directors;
	•	establish advance notice requirements for stockholder proposals that can be acted on at stockholder meetings and nominations to our board of directors;
	•	require that stockholder actions must be effected at a duly called stockholder meeting and prohibit actions by our stockholders by written consent;
	•	limit who may call stockholder meetings;
	•	authorize our board of directors to issue preferred stock, without stockholder approval, which could be used to institute a “poison pill” that would work to dilute the stock ownership of a potential hostile acquirer, effectively preventing acquisitions that have not been approved by our board of directors; and
	•	require the approval of the holders of at least 67% of the votes that all our stockholders would be entitled to cast to amend or repeal certain provisions of our charter or bylaws.

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	•	results of clinical trials of our product candidates or those of our competitors;
	•	our entry into or the loss of a significant collaboration;
	•	regulatory or legal developments in the United States and other countries, including changes in the health care payment systems;
	•	variations in our financial results or those of companies that are perceived to be similar to us;
	•	changes in the structure of healthcare payment systems;
	•	market conditions in the pharmaceutical and biotechnology sectors and issuance of new or changed securities analysts’ reports or recommendations;
	•	general economic, industry and market conditions;
	•	results of clinical trials conducted by others on drugs that would compete with our product candidates;
	•	developments or disputes concerning patents or other proprietary rights;
	•	public concern over our product candidates or any products approved in the future;
	•	litigation;
	•	future sales or anticipated sales of our common stock by us or our stockholders; and
	•	the other factors described in this “Risk Factors” section.

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	•	our plans to develop and commercialize Amigal, AT2101 and AT2220;
	•	our ongoing and planned discovery programs, preclinical studies and clinical trials;
	•	our ability to enter into selective collaboration arrangements;
	•	the timing of and our ability to obtain and maintain regulatory approvals for our product candidates;
	•	the rate and degree of market acceptance and clinical utility of our products;
	•	our ability to quickly and efficiently identify and develop product candidates;
	•	the extent to which our scientific approach may potentially address a broad range of diseases across multiple therapeutic areas;
	•	our commercialization, marketing and manufacturing capabilities and strategy;
	•	our intellectual property position; and
	•	our estimates regarding expenses, future revenues, capital requirements and needs for additional financing.

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	•	$           to $           million for clinical development of Amigal for the treatment of Fabry disease;
	•	$           to $           million for clinical development of AT2101 for the treatment of Gaucher disease;
	•	$           to $           million for development of AT2220 for the treatment of Pompe disease;
	•	$           to $           million for research and development activities relating to additional preclinical programs; and
	•	the balance, if any, to fund working capital and other general corporate purposes, which may include the acquisition or licensing of complementary technologies, products or businesses.

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	•	on an actual basis;
	•	on a pro forma basis to give effect, as of March 31, 2006, to our issuance on April 17, 2006 of 21,825,131 shares of series C redeemable convertible preferred stock, the automatic or voluntary exercise upon the completion of this offering of all outstanding warrants to purchase 555,003 shares of series B redeemable convertible preferred stock, and the automatic conversion of all outstanding shares of our redeemable convertible preferred stock into an aggregate of 84,009,190 shares of common stock upon the completion of this offering; and
	•	on a pro forma as adjusted basis to give further effect to our issuance and sale of shares of common stock in this offering at an assumed initial public offering price of $           per share, which is the midpoint of the price range listed on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and offering expenses payable by us.

				As of March 31, 2006
								Pro				Pro Forma
				Actual				Forma				As Adjusted
								(unaudited)
				(in thousands)
Capital lease obligations				$	2,846			$	2,846
	Series A redeemable convertible preferred stock, par value $0.01 per share; 3,333,334 shares authorized, issued and outstanding, actual; no shares authorized, issued or outstanding, pro forma and pro forma as adjusted				2,470				—
	Series B redeemable convertible preferred stock, par value $0.01 per share; 37,025,594 shares authorized, actual, 36,470,591 shares issued and outstanding, actual; no shares authorized, issued or outstanding, pro forma and pro forma as adjusted				30,696				—
	Series C redeemable convertible preferred stock, par value $0.01 per share; 43,650,262 shares authorized, issued and outstanding, actual; no shares authorized, issued or outstanding, pro forma and pro forma as adjusted				27,343				—
Stockholders’ equity:
	Common stock, par value $0.01 per share; 115,000,000 shares authorized, actual and pro forma; 4,635,231 shares issued and outstanding, actual; 88,644,421 shares issued and outstanding, pro forma;            shares authorized and            shares issued and outstanding, pro forma as adjusted				46				886
Additional paid-in capital(1)					2,297				89,938
Accumulated other comprehensive loss					(5	)			(5	)
Deficit accumulated during the development stage					(44,671	)			(44,671	)
		Total stockholders’ equity (deficiency)(1)		$	(42,334	)		$	46,148
		Total capitalization(1)		$	21,021			$	48,994

(1)	A $1.00 increase (decrease) in the assumed initial public offering price of $         per share would increase (decrease) each of cash, and cash equivalents and short-term investments, additional paid-in capital, total stockholders’ equity and total capitalization by approximately $         million, assuming the number of shares offered by us, as set forth on the cover page of

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	this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

	•	14,573,975 shares of common stock issuable upon exercise of options outstanding as of March 31, 2006 at a weighted average exercise price of $0.43 per share;
	•	40,000 shares of common stock issuable upon exercise of a warrant to purchase common stock at an exercise price of $0.75 per share;
	•	an aggregate of                      shares of common stock reserved for future issuance under our 2006 equity incentive plan as of the closing of this offering; and
	•	an aggregate of                      shares of common stock reserved for future issuance under our 2006 employee stock purchase plan as of the closing of this offering.

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Assumed initial public offering price per share			$
	Historical net tangible book value per shares as of March 31, 2006		$
	Increase attributable to the conversion of outstanding preferred stock
	Pro forma net tangible book value per share before this offering
	Increase per share attributable to new investors
Pro forma net tangible book value per share after this offering
Dilution per share to new investors			$

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Total

Shares Purchased

Consideration

Average

Price Per

Number

Percent

Amount

Percent

Share

Existing stockholders

%

%

$

New investors(1)

Total

100

%

100

%

(1)

A $1.00 increase (decrease) in the assumed initial public offering price of $         per share would increase (decrease) the total consideration paid by new investors by $ million and increase (decrease) the percentage of total consideration paid by new investors by approximately     %, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same.

	•	14,573,975 shares of common stock issuable upon exercise of stock options outstanding as of March 31, 2006 at a weighted average exercise price of $0.43 per share;
	•	40,000 shares of common stock issuable upon exercise of a warrant to purchase common stock at an exercise price of $0.75 per share;
	•	an aggregate of                      shares of common stock reserved for future issuance under our 2006 equity incentive plan as of the closing of this offering; and
	•	an aggregate of                      shares of common stock reserved for future issuance under our 2006 employee stock purchase plan as of the closing of this offering.

	•	the percentage of shares of common stock held by existing stockholders will decrease to approximately      % of the total number of shares of our common stock outstanding after this offering; and
	•	the pro forma as adjusted number of shares held by new investors will be increased to                     , or approximately      %, of the total pro forma as adjusted number of shares of our common stock outstanding after this offering.

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				Period from																Three Months Ended								Period from
				February 4, 2002				Year Ended December 31,												March 31,								February 4, 2002
				(inception) to																								(inception) to
				December 31, 2002				2003				2004				2005				2005				2006				March 31, 2006
																				(unaudited)				(unaudited)				(unaudited)
				(in thousands, except shares and per share data)
Statement of Operations Data:
Revenue				$	—			$	—			$	—			$	—			$	—			$	—			$	—
Operating expenses:
	Research and development				1,147				4,433				6,301				13,652				2,238				5,546				30,720
	General and administrative				197				1,005				2,081				6,878				1,178				2,065				12,582
	Impairment of leasehold improvements				—				1,030				—				—				—				—				1,030
	Depreciation and amortization				21				132				146				303				47				199				804
	In-process research and development				418				—				—				—				—				—				418
		Total operating expenses			1,783				6,600				8,528				20,833				3,463				7,810				45,554
		Loss from operations			(1,783	)			(6,600	)			(8,528	)			(20,833	)			(3,463	)			(7,810	)			(45,554	)
Other income (expenses):
	Interest income				13				5				190				610				57				238				1,056
	Interest expense				(6	)			(172	)			(550	)			(82	)			(4	)			(59	)			(869	)
	Loss before tax benefit				(1,776	)			(6,768	)			(8,888	)			(20,305	)			(3,410	)			(7,631	)			(45,367	)
Income tax benefit					—				—				83				612				—				—				695
Net loss					(1,776	)			(6,768	)			(8,805	)			(19,693	)			(3,410	)			(7,631	)			(44,672	)
	Deemed dividend				—				—				—				—				—				(19,424	)			(19,424	)
	Preferred stock accretion				(10	)			(17	)			(126	)			(139	)			(32	)			(41	)			(333	)
Net loss attributable to common stockholders				$	(1,786	)		$	(6,785	)		$	(8,931	)		$	(19,832	)		$	(3,442	)		$	(27,096	)		$	(64,429	)
Net loss attributable to common stockholders per common share—basic and diluted								$	(2.94	)		$	(3.87	)		$	(6.45	)		$	(1.49	)		$	(6.41	)
Weighted-average common shares outstanding—basic and diluted									2,306,541				2,306,541				3,076,649				2,314,804				4,228,564
Unaudited pro forma net loss																$	(19,692	)						$	(7,631	)
Unaudited pro forma basic and diluted net loss per share																$	(0.23	)						$	(0.09	)
Unaudited shares used to compute pro forma basic and diluted net loss per share																	87,085,839								88,237,754

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(1)

In April 2006, we completed the sale of an additional 21,825,131 shares of series C redeemable convertible preferred stock for proceeds of $27.5 million. After evaluating the fair value of our common stock issuable upon conversion by our preferred stockholders, we determined that the issuance of the series C redeemable convertible preferred stock sold in April 2006 resulted in a beneficial conversion feature of $19.4 million which was fully accreted in March 2006 and is recorded as a deemed dividend to preferred stockholders for the three month period ended March 31, 2006.

		As of December 31,
																		As of March 31,
		2002				2003				2004				2005				2006
																		(unaudited)
		(in thousands)
Balance Sheet Data:
Cash and cash equivalents and marketable securities		$	1,341			$	15			$	4,336			$	24,418			$	19,552
Working capital			947				(5,588	)			3,569				22,267				16,006
Total assets			1,919				501				5,073				28,670				23,995
Total liabilities			752				5,776				922				3,327				5,819
Redeemable convertible preferred stock			2,416				2,432				20,014				60,469				60,509
Deficit accumulated during the development stage			(1,775	)			(8,503	)			(17,348	)			(37,040	)			(44,671	)
Total stockholders’ (deficiency)		$	(1,249	)		$	(7,708	)		$	(15,863	)		$	(35,126	)		$	(42,334	)

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	Revenue

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	Research and Development Expense

	•	internal costs associated with our research activities;
	•	payments we make to third party contract research organizations, contract manufacturers, investigative sites, and consultants;
	•	manufacturing development costs;
	•	personnel related expenses, including salaries, benefits, travel, and related costs for the personnel involved in drug discovery and development;
	•	activities relating to regulatory filings and the advancement of our product candidates through preclinical studies and clinical trials; and
	•	facilities and other allocated expenses, which include direct and allocated expenses for rent and maintenance of our facilities, as well as laboratory and other supplies.

Research and

Stage of

Development

Product Candidate

Indication

Development

Expenses(1)

(in thousands)

Third party direct project expenses

Amigal

Fabry Disease

Phase II

$

13,967

AT2101

Gaucher Disease

Phase I

4,207

AT2220

Pompe Disease

Preclinical

810

Total third party expenses

18,984

Internal project costs(2)

Personnel related costs

8,589

Other internal costs

3,146

Total internal project costs

11,735

Total research and development costs

$

30,719

(1)	Cumulative for the period from February 4, 2002 (inception) through March 31, 2006.
(2)	We utilize our internal resources across multiple projects and do not allocate internal costs to specific projects.

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	•	the number of clinical sites included in the trials;
	•	the length of time required to enroll suitable patients;
	•	the number of patients that ultimately participate in the trials; and
	•	the results of our clinical trials.

	General and Administrative Expense

	Beneficial Conversion Feature

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	Interest Income and Interest Expense

	Accrued Expenses

	•	fees owed to contract research organizations in connection with preclinical and toxicology studies and clinical trials;
	•	fees paid to investigative sites in connection with clinical trials;
	•	fees owed to contract manufacturers in connection with the production of clinical trial materials;
	•	fees owed for professional services, and
	•	unpaid salaries, wages, and benefits.

	Adoption of SFAS No. 123(R)

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	Stock-Based Compensation

																Three Months
				Years Ended December 31,												Ended
																March 31,
				2003				2004				2005				2005
Net loss attributable to common stockholders, as reported				$	(6,784,589	)		$	(8,930,924	)		$	(19,830,557	)		$	(3,441,673	)
Add: Non-cash employee compensation					70,340				59,842				364,551				91,138
Less: Total stock-based employee compensation expense determined under the minimum value method for all awards					(76,207	)			(74,499	)			(437,296	)			(109,324	)
Pro forma net loss attributable to common stockholders				$	(6,790,456	)		$	(8,945,581	)		$	(19,903,302	)			(3,459,859	)
Net loss attributable to common stockholders per common share:
	Basic and fully diluted:
		As reported		$	(2.94	)		$	(3.87	)		$	(6.45	)		$	(1.49	)
		Pro forma		$	(2.94	)		$	(3.88	)		$	(6.47	)		$	(1.49	)

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		Three Months
		Ended
		March 31, 2006
Expected stock price volatility			72.70	%
Risk free interest rate			4.59	%
Expected life of options (years)			6.25
Expected annual dividend per share		$	0.00

										Retrospective
										Fair Value
		Number of								Estimate per				Intrinsic Value
Grant Date		Options Granted				Exercise Price				Common Share				per Share
January 2, 2006			17,000			$	0.71			$	1.44			$	0.73
January 12, 2006			5,000			$	0.71			$	1.44			$	0.73
February 6, 2006			5,000			$	0.71			$	1.44			$	0.73
February 9, 2006			23,000			$	0.71			$	1.44			$	0.73
February 13, 2006			7,500			$	0.71			$	1.44			$	0.73
February 22, 2006			35,000			$	0.71			$	1.44			$	0.73
February 28, 2006			5,752,500			$	0.71			$	1.84			$	1.13
March 27, 2006			50,000			$	0.71			$	1.84			$	1.13
			5,895,000

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										Retrospective
										Fair Value				Intrinsic
		Number of				Average				Estimate per				Value
		Options				Exercise				Common				per
Date of 2005 Issuance		Granted				Price				Share				Share
January - May			3,037,037			$	0.09			$	0.31			$	0.22
June - July			1,768,748			$	0.09			$	0.77			$	0.68
August - September			315,500			$	0.22			$	0.95			$	0.73
October - November			2,351,000			$	0.71			$	1.14			$	0.43
December			104,500			$	0.71			$	1.44			$	0.73
			7,576,785

	•	our expected pre-IPO valuation;
	•	a risk-adjusted discount rate associated with the IPO scenario;
	•	the liquidation preferences of our redeemable convertible preferred stock;

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	•	appropriate discount for lack of marketability assuming we remained a private company;
	•	the expected probability of completing IPO versus remaining a private company; and
	•	the estimated timing of a potential IPO.

	Three Months Ended March 31, 2006 Compared to Three Months Ended March 31, 2005

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	Year Ended December 31, 2005 Compared to Year Ended December 31, 2004

	Year Ended December 31, 2004 Compared to Year Ended December 31, 2003

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	Source of Liquidity

										Approximate
Issue		Year				No. Shares				Amount(1)
										(in millions)
Series A Redeemable Convertible Preferred Stock			2002				3,333,334			$	2.5
Series B Redeemable Convertible Preferred Stock			2004, 2005				36,470,591				31.0
Series C Redeemable Convertible Preferred Stock			2005, 2006				43,650,262				55.0
Total							83,454,187			$	88.5

	Cash Flows

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	Funding Requirements

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						Remainder
		Total				2006				2007-2009				2010-2011				2012
Operating lease obligations		$	8,596			$	1,019			$	4,392			$	2,940			$	245
Capital lease obligations			3,341				842				2,491				8				—
Total fixed contractual obligations		$	11,937			$	1,861			$	6,883			$	2,948			$	245

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	•	Amigal for Fabry disease. We are developing Amigal for the treatment of patients with Fabry disease and are currently conducting multiple Phase II clinical studies. We expect to complete enrollment in these studies by the end of 2006 and, assuming positive results from these studies, to initiate a Phase III study in 2007.
	•	AT2101 for Gaucher disease. We are developing AT2101 for the treatment of Gaucher disease. We have filed an IND for AT2101 and expect to initiate Phase I studies in the second half of 2006. If these studies are successful, we plan to initiate a Phase II study in the first half of 2007.
	•	AT2220 for Pompe disease. We are developing AT2220 for the treatment of Pompe disease. We plan to file an IND for AT2220 by the end of 2006.

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	Amigal for Fabry Disease

	Overview

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	Causes of Fabry Disease and Rationale for Use of Amigal

	Fabry Disease Background

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	Classic Fabry Disease

	Later-onset Fabry Disease

	Fabry Disease Market Opportunity

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	Existing Products for the Treatment of Fabry Disease and Potential Advantages of Amigal

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	Amigal Development Activities

	Preclinical Activities

	•	Amigal increased α-GAL enzyme activity in cells derived from a variety of different Fabry disease patients. Over 75 different α-GAL missense mutations have been examined in cell culture assays with the majority showing an increase in α-GAL enzyme activity after incubation with Amigal for several days.
	•	Treatment of normal mice and mice that produce defective human α-GAL resulted in a dose-dependent increase in α-GAL enzyme activity in a variety of tissues including liver, heart, kidney and spleen. The table below summarizes the results of treatment with Amigal in mice that produce a defective human α-GAL.

	Note: Error bars indicate standard error of the mean.

	Phase I Clinical Trials

	•	Single Dose Phase I Study. Our single dose Phase I study was a single center, randomized, dose ranging study in healthy volunteers. The clinical phase began in July 2004 and was completed in

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		November 2004. The study consisted of a total of 32 healthy volunteers divided into four groups of eight subjects. Six subjects in each group received Amigal and two subjects received placebo. All subjects received single doses of 25 mg, 75 mg, 225 mg or 675 mg of Amigal and were evaluated on Day 1 and on Day 8. The primary objective of the study was to evaluate the safety and pharmacokinetics of Amigal in healthy volunteers.
	•	Multi-Dose Phase I Study. Our multi-dose Phase I study was a single center, randomized, dose ranging study in healthy volunteers. The clinical phase began in December 2004 and was completed in January 2005. The study consisted of a total of 16 healthy volunteers divided into two groups of eight subjects. Six subjects in each group received Amigal and two subjects received placebo. All subjects in one group received 50 mg twice a day for seven days, and all subjects in the other group received 150 mg twice a day for seven days. Subjects were evaluated at the beginning of the study, on Day 7 after seven days of treatment and on Day 14 after a seven day washout period. The primary objectives of the study were to evaluate the safety and pharmacokinetics of Amigal in healthy volunteers and to measure the level of α-GAL enzyme activity in white blood cells of healthy volunteers treated with Amigal.
	•	Absorption Phase I Study. Our absorption Phase I study was a single center, randomized, three-way crossover, three-sequence, comparative study in healthy volunteers. The clinical phase began in August 2005 and was completed in September 2005. The study consisted of a total of 15 healthy volunteers divided into three groups of five subjects. All subjects in a group received a single dose of 100 mg of Amigal as a capsule while fasting, as a capsule after a meal or as a solution while fasting. After being evaluated on Day 1 and on Day 8, patients in each group crossed over to one of the other treatments. This was repeated again after the second treatment so that each group of patients received each of the three treatments. The primary objective of the study was to evaluate the bioequivalency between solution and capsule forms and the effect of food on absorption from the capsule.

	Note: Error bars indicate standard error of the mean.

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	Phase II Clinical Trials

	•	Phase II Study 201. We are conducting a Phase II study in which four patients are currently enrolled. The first patient was enrolled in January 2006 and the study is expected to complete enrollment by the end of 2006. The study consists of treatment with Amigal for a period of twelve weeks with a possible extension up to 48 weeks in up to 20 male Fabry disease patients that are naïve to enzyme replacement therapy or have not had enzyme replacement therapy for at least one month. All four patients have received 25 mg of Amigal twice a day for two weeks, followed by 100 mg of Amigal twice a day for two weeks, followed by 250 mg of Amigal twice a day for two weeks and followed by 25 mg of Amigal twice a day for six weeks. These patients are currently receiving 25 mg of Amigal twice a day for the extension phase of this study. Based on the α-GAL activity data observed in the first four patients after 12 weeks of treatment with Amigal, we may amend this protocol to replace the in vitro assay screening criteria with an in vivo drug exposure in which patients would be given Amigal for a short period and then tested to determine if α-GAL activity has increased. We believe this would allow us to enroll a larger segment of patients with mutations likely to respond to treatment with Amigal. We are also considering modifying the dosing regimen for this study.
	•	Phase II Study 202. We are conducting a Phase II study in which we are seeking to enroll patients. The study consists of treatment with Amigal for a period of 24 weeks with a possible extension to 48 weeks in up to eight male Fabry disease patients that are naïve to enzyme replacement therapy. All patients will receive 150 mg of Amigal every other day during the duration of the study.
	•	Phase II Study 203. We are conducting a Phase II study in which we are seeking to enroll patients. The study consists of treatment with Amigal for a period of 12 weeks with a possible extension to 48 weeks in up to eight male Fabry disease patients that are naïve to enzyme replacement therapy. All patients will receive 150 mg of Amigal every other day during the duration of the study.

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	•	Phase II Study 204. We are conducting a Phase II study in which we are seeking to enroll patients. The study consists of treatment with Amigal for a period of 12 weeks with a possible extension to 48 weeks in up to 12 female Fabry disease patients that are naïve to enzyme replacement therapy. Patients will receive 50 mg, 150 mg or 250 mg doses of Amigal every other day for 12 weeks. If the patient participates in the extension phase, the dose for the extension will be determined based on data from the first 12 weeks.

	•	α-GAL activity in white blood cells and skin biopsies;
	•	α-GAL activity in heart and kidney biopsies (not performed in Study 201);
	•	GL-3 in plasma, urine and skin biopsies; and
	•	GL-3 in heart and kidney biopsies (not performed in Study 201).

	•	Enzyme activity in white blood cells remained elevated at levels approximately four-fold higher than baseline. Enzyme activity in skin was increased in two of the four patients. Results of α-GAL enzyme activity levels in skin of the other two patients were inconclusive due to insufficient biopsy sample size.
	•	In addition, GL-3 levels in patient plasma, urine and skin, both before and after 12 weeks of treatment, were in the normal range of healthy individuals.

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	AT2101 for Gaucher Disease

	Overview

	Causes of Gaucher Disease and Rationale for Use of AT2101

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	Gaucher Disease Background

	•	Type I—Chronic Nonneuronopathic Gaucher Disease. Type I Gaucher disease is the most common subtype and symptoms usually first appear in adulthood. Type I Gaucher disease is characterized by the occurrence of an enlarged spleen and liver, anemia, low platelet counts and fractures and bone pain. Patients with Type I Gaucher disease do not experience the neurological features associated with Types II and III Gaucher disease. The clinical severity of Type I Gaucher disease is extremely variable with some patients experiencing the full range of symptoms, while others are asymptomatic throughout most of their lives.
	•	Type II—Acute Neuronopathic Gaucher Disease. Type II Gaucher disease symptoms typically appear in infancy with an average age of onset of about three months. Type II Gaucher disease involves a rapid neurodegeneration with extensive visceral involvement that usually results in death before two years of age, typically due to respiratory complications. The clinical presentation in Type II Gaucher disease is typically more uniform than Type I Gaucher disease.
	•	Type III—Subacute Neuronopathic Gaucher Disease. Type III Gaucher disease symptoms typically first appear in infancy or early childhood and involve some neurological symptoms, along with visceral and bone complications. Age of onset and disease severity can vary widely. Disease progression in Type III Gaucher disease is typically slower than in Type II Gaucher disease.

	Gaucher Disease Market Opportunity

	Existing Products for the Treatment of Gaucher Disease and Potential Advantages of AT2101

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	AT2101 Development Activities

	Preclinical Activities

	•	AT2101 increased GCase enzyme activity in cells derived from Gaucher disease patients with different genetic mutations, including cells with a genetic mutation associated with Type II Gaucher disease.

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	•	In normal mice, oral administration of AT2101 resulted in a dose-dependent increase in GCase activity in the liver, spleen, brain and lung. The table below summarizes the results of administration of AT2101 to normal mice for four weeks.

	Phase I Clinical Trials

	•	Phase Ia Clinical Study. The Phase Ia clinical study will be a single-center, randomized, double-blind, placebo-controlled, dose-escalation, oral-dose study in up to 40 healthy volunteers. The main objectives of the study will be to assess the safety and tolerability of a single oral dose of AT2101 and to evaluate the pharmacokinetics of AT2101 after oral administration. This study will also allow selection of a dose level that will be used in subsequent clinical studies.
	•	Phase Ib Clinical Study. The Phase Ib clinical study is planned to begin approximately 6 weeks after the beginning of the Phase Ia clinical study. This study will be a single-center, randomized, double-blind, placebo-controlled, dose-escalation, multiple dose study to evaluate the safety, tolerability and pharmacokinetics of multiple doses of AT2101 in up to 16 healthy volunteers.

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	AT2220 for Pompe disease

	Overview

	Causes of Pompe Disease and Rationale for Use of AT2220

	Pompe Disease Background

	Pompe Disease Market Opportunity

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	Existing Products for the Treatment of Pompe Disease and Potential Advantages of AT2220

	AT2220 Preclinical Development Activities

	•	AT2220 increased Gaa enzyme activity more than five-fold after incubation with AT2220 in cells derived from Pompe disease patients with different genetic mutations.
	•	Treatment of normal mice with AT2220 resulted in an increase in Gaa activity in the heart, brain, diaphragm and calf. The table below summarizes the results of administration of AT2220 to normal mice for four weeks.

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	•	Focus our initial clinical efforts on developing pharmacological chaperones for certain severe genetic diseases called lysosomal storage disorders. Our most advanced programs are for the treatment of Fabry, Gaucher and Pompe disease. We identify the compounds for these diseases using our proprietary approach. We believe our pharmacological chaperone therapy may have advantages over current therapies. We have focused initially on lysosomal storage disorders for a number of reasons:

	–	the therapeutic targets involved in these diseases are amenable to rapid drug discovery and development using our pharmacological chaperone technology;
	–	the novel mechanisms of action of our product candidates may allow us to better address unmet medical needs in these very debilitating diseases;
	–	the severity of these diseases may permit smaller and more expedited clinical studies; and

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	–	the specialized nature of these markets allows for small, targeted sales and marketing efforts that we can pursue independently.

	•	Rapidly advance our lead programs. We are devoting a significant portion of our resources and business efforts to completing the development of our most advanced product candidates. We plan to complete enrollment in our Phase II clinical studies of Amigal for treatment of Fabry disease and advance this product candidate into a Phase III clinical study in 2007. In addition, we have filed an IND to commence clinical studies of AT2101 for the treatment of Gaucher disease and plan to advance this compound into a Phase II study in the first half of 2007. Also, by the end of 2006 we expect to file an IND for AT2220 for the treatment of Pompe disease. To accomplish these goals, we are building an appropriate medical, clinical and regulatory operations infrastructure. In addition, we are collaborating with physicians, patient advocacy groups, foundations and government agencies in order to assist with the development of our products. We plan to pursue similar activities in future programs.
	•	Leverage our proprietary approach to the discovery and development of additional small molecules. We are focused on the discovery and development of small molecules designed to exert therapeutic effects by acting as pharmacological chaperones. We have steadily advanced these proprietary technologies and built an intellectual property position protecting our discoveries over a number of years. Our technologies span the disciplines of biology, chemistry and pharmacology. We believe many diseases outside of lysosomal storage disorders, such as neurologic diseases and other metabolic diseases, involve misfolded proteins. We also believe that our approach may be broadly applicable. We plan to continue to apply our technologies to discovering and developing treatments for genetic diseases as well as other therapeutic areas.
	•	Build a targeted sales and marketing infrastructure. We plan to establish our own sales and marketing capabilities in the U.S. and potentially in other major markets. We believe that because our current clinical pipeline is focused on relatively rare genetic disorders, we will be able to access the market through a focused, targeted sales force. For example, for Amigal, we believe that the clinical geneticists who are the key specialists in treating Fabry disease are sufficiently concentrated that we will be able to effectively promote the product with our own targeted sales force.

	Patents and Trade Secrets

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	•	We have an exclusive license to five U.S. patents and a pending U.S. application that cover use of Amigal, as well as corresponding foreign applications. U.S. patents relating to Amigal expire in 2018, while the foreign counterpart patents, if granted, would expire in 2019. The patents and the pending applications include claims covering methods of increasing the activity of and preventing the degradation of α-GAL, and methods for the treatment of Fabry disease using Amigal and other specific competitive inhibitors of α-GAL. In addition, we own a pending application directed to specific treatment regimens with Amigal, which may result in a patent that expires in 2027; pending applications directed to synthetic steps related to the commercial process for preparing Amigal, which may result in patents that expire in 2026; and an application for diagnosis of Fabry patients that will respond to treatment with Amigal, which may result in a patent that expires in 2027.
	•	We have an exclusive license to seven U.S. patents and a pending U.S. application, and five foreign patents and one pending foreign application, that cover AT2101 or its use. Two of the U.S. patents relating to AT2101 compositions of matter expire in 2015 and 2016; the five composition of matter foreign patents and one pending foreign application expire in 2015. The other five U.S. patents and one pending application, which claim methods of increasing the activity of and preventing the degradation of GCase, and methods for the treatment of Gaucher disease using AT2101 and other specific competitive inhibitors of GCase, expire in 2018.
	•	We have an exclusive license to three U.S. patents that cover use of AT2220, as well as corresponding foreign applications. The U.S. patents relating to AT2220 expire in 2018, while the foreign counterpart patents, if granted, would expire in 2019. The patents and the pending applications include claims covering methods of increasing the activity of and preventing the degradation of Gaa, and methods for the treatment of Pompe disease using AT2220 and other specific competitive inhibitors of Gaa.

	•	the longer of 17 years from the issue date or 20 years from the earliest effective filing date, if the patent application was filed prior to June 8, 1995; and
	•	20 years from the earliest effective filing date, if the patent application was filed on or after June 8, 1995.

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	License Agreements

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	Trademarks

	Overview

	Major Competitors

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2005

Class of

Sales

Competitor

Indication

Product

Product

Status

(in millions)

Genzyme Corporation

Fabry disease

Fabrazyme

Enzyme Replacement Therapy

Marketed

$

305

Gaucher disease

Cerezyme

Enzyme Replacement Therapy

Marketed

$

932

Pompe disease

Myozyme

Enzyme Replacement Therapy

Marketed

N/A

Gaucher disease

Genz-112638

Substrate Reduction Therapy

Phase I/II

N/A

Shire PLC

Fabry disease

Replagal

Enzyme Replacement Therapy

Marketed

$95

Gaucher disease

GA-GCB

Enzyme Replacement Therapy

Phase I/II

N/A

Actelion, Ltd.

Gaucher disease

Zavesca

Substrate Reduction Therapy

Marketed

$11

	United States Government Regulation

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	The NDA Approval Process

	•	completion of preclinical laboratory tests, animal studies and formulation studies under the FDA’s good laboratory practices regulations;
	•	development of adequate manufacturing and quality control procedures to ensure that clinical supplies meet FDA requirements for identity, strength, quality and purity;
	•	submission to the FDA of an IND for human clinical testing, which must become effective before human clinical studies may begin and which must include independent Institutional Review Board, or IRB, approval at each clinical site before the studies may be initiated;
	•	performance of adequate and well-controlled clinical studies in accordance with Good Clinical Practices, known as GCP, to establish the safety and efficacy of the product for each indication;
	•	submission to the FDA of an NDA;
	•	satisfactory completion of an FDA Advisory Committee review, if applicable;
	•	satisfactory completion of an FDA inspection of the manufacturing facility or facilities at which the product is produced to assess compliance with current good manufacturing practices, or cGMP, to assure that the facilities, methods and controls are adequate to preserve the product’s identity, strength, quality and purity; and
	•	FDA review and approval of the NDA.

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	•	evaluate dosage tolerance and appropriate dosage;
	•	identify possible adverse effects and safety risks; and
	•	provide a preliminary evaluation of the efficacy of the drug for specific indications.

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	Post-Approval Requirements

	Orphan Drug Designation

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	Regulation Outside the United States

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	•	our research and development programs;
	•	the design and implementation of our clinical studies;
	•	market opportunities from a clinical perspective;
	•	new technologies relevant to our research and development programs; and
	•	scientific and technical issues relevant to our business.

Name		Professional Affiliation
Michel Bouvier, M.D., Ph.D.		Professor and Director, Academic Research Group on Therapeutics; Canada Research Chair in Signal Transduction and Molecular Pharmacology; Department of Biochemistry, Faculty of Medicine, University of Montreal
Gregory Fricchione, M.D.		Associate Professor of Psychiatry at the Harvard Medical School; Associate Chief of Psychiatry and Director of the Division of Psychiatry and Medicine and the Division of International Psychiatry at Massachusetts General Hospital in Boston
Bruce Ganem, Ph.D.		Franz and Elisabeth Roessler Professor of Chemistry; J. Thomas Clark Professor of Entrepreneurship and Personal Enterprise, The Johnson School, Cornell University
Arthur L. Horwich, M.D.		Professor of Genetics and Pediatrics, Yale University; Investigator, Howard Hughes Medical Institute
Stuart A. Kornfeld, M.D.		Professor, Department of Medicine, Hematology Division; Professor, Department of Biochemistry & Molecular Biophysics, Washington University Medical School
Gregory A. Petsko, D.Phil., Ph.D.		Gyula and Katica Tauber Professor, Department of Biochemistry and Department of Chemistry and Director, Rosenstiel Basic Medical Sciences Research Center, Brandeis University; Adjunct Professor, Department of Neurology and Center for Neurologic Diseases, Harvard Medical School

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Name		Age				Position
John F. Crowley			39			President and Chief Executive Officer and Director
Matthew R. Patterson			34			Chief Business Officer
Pedro Huertas, M.D., Ph.D.			52			Chief Strategic Officer
David J. Lockhart, Ph.D.			44			Chief Scientific Officer
David Palling, Ph.D.			52			Senior Vice President, Drug Development
Karin Ludwig, M.D.			44			Senior Vice President, Clinical Research
Gregory P. Licholai, M.D.			41			Vice President, Medical Affairs
S. Nicole Schaeffer			38			Vice President, Human Resources and Leadership Development
Douglas A. Branch			49			Vice President, General Counsel and Secretary
Donald J. Hayden(3)			50			Executive Chairman
Alexander E. Barkas, Ph.D.(3)			58			Director
Michael G. Raab(2)(3)			41			Director
James N. Topper, M.D., Ph.D.(1)			44			Director
Stephen Bloch, M.D.(2)			44			Director
Gregory M. Weinhoff, M.D.(1)			35			Director
P. Sherrill Neff(1)			54			Director

(1)	Member of Compensation Committee.
(2)	Member of Audit Committee.
(3)	Member of Nominating/Corporate Governance Committee.

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	•	the class I directors will be                     , and                     , and their term will expire at the annual meeting of stockholders to be held in 2007;
	•	the class II directors will be                     ,                     , and                     , and their term will expire at the annual meeting of stockholders to be held in 2008; and
	•	the class III directors will be                     ,                     and                     and their term will expire at the annual meeting of stockholders to be held in 2009.

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	Audit Committee

	•	appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm;
	•	overseeing the work of our independent registered public accounting firm, including through the receipt and consideration of certain reports from our independent registered public accounting firm;
	•	reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures;
	•	monitoring our internal control over financial reporting, disclosure controls and procedures and code of business conduct and ethics;
	•	establishing policies regarding hiring employees from our independent registered public accounting firm and procedures for the receipt and retention of accounting related complaints and concerns;
	•	meeting independently with our independent registered public accounting firm and management; and
	•	preparing the audit committee report required by Securities and Exchange Commission rules.

	Compensation Committee

	•	reviewing and approving, or making recommendations to our board of directors with respect to, the compensation of our chief executive officer and our other executive officers;
	•	overseeing the evaluation of performance of our senior executives;
	•	overseeing and administering, and making recommendations to our board of directors with respect to, our cash and equity incentive plans;

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	•	calculating potential executive and succession plans; and
	•	reviewing and approving non-routine employment agreements, severance agreements and change in control agreements.

	Nominating and Corporate Governance Committee

	•	recommending to our board of directors the persons to be nominated for election as directors and to each of the board of director’s committees;
	•	conducting searches for appropriate directors;
	•	reviewing the size, composition and structure of our board of directors;
	•	developing and recommending to our board of directors corporate governance principles;
	•	overseeing a periodic self-evaluation of our board of directors and any board committees; and
	•	overseeing compensation and benefits for directors and board committee members.

Name		Position		Base Salary
John F. Crowley		President and Chief Executive Officer		$	400,000
Matthew R. Patterson		Chief Business Officer		$	280,000
David J. Lockhart, Ph.D.		Chief Scientific Officer		$	280,000
Pedro Huertas, M.D., Ph.D.		Chief Strategic Officer		$	281,875
David Palling, Ph.D.		Senior Vice President, Drug Development		$	236,250

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															Long-Term
															Compensation
															Awards
															Shares
															Underlying				All Other
Name and Principal Position			Year				Salary				Bonus				Options				Compensation
John F. Crowley				2005			$	384,872			$	133,334				2,998,773			$	261,000(1	)
	President and Chief Executive Officer
Matthew R. Patterson				2005				250,962				62,500				275,000				—
	Chief Business Officer
David Palling, Ph.D.				2005				225,866				56,250				225,000				—
	Senior Vice President, Drug Development
Pedro Huertas, M.D., Ph.D.				2005				121,629				59,375				894,101				16,929(2	)
	Chief Strategic Officer
Gregory P. Licholai, M.D.				2005				215,827				68,000				803,417				—
	Vice President, Medical Affairs
Norman Hardman, Ph.D.(3)				2005				322,355				—				—				—

(1)	Paid in connection with executive medical expense reimbursement.
(2)	Paid in connection with relocation expense reimbursement, including a related tax gross-up payment.
(3)	Dr. Hardman ceased to be our chief executive officer in January 2005, and ceased being one of our employees in May 2005.

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																		Potential
																		Realizable
																		Value of
		Individual Grants																Assumed
																		Annual Rates
		Number of																of Stock Price
		Securities				Percent of												Appreciation for
		Underlying				Total Options												Option Term(3)
		Options				Granted to				Exercise
		Granted				Employees in				Price Per				Expiration				5%				10%
Name		(#)				Fiscal Year(1)				Share(2)				Date				($)				($)
John F. Crowley			2,248,773				32.6	%		$	.085				1/6/2015
			750,000				10.9	%			.71				10/20/2015
Matthew R. Patterson			275,000				4.0	%			.71				10/20/2015
David Palling, Ph.D.			225,000				3.3	%			.71				10/20/2015
Pedro Huertas, M.D., Ph.D.			724,101				10.5	%			.085				6/9/2015
			20,000				0.3	%			.085				6/9/2015
			150,000				2.2	%			.71				10/20/2015
Gregory P. Licholai, M.D.			603,417				8.7	%			.085				1/3/2015
			200,000				2.9	%			.71				10/20/2015
Norman Hardman, Ph.D.(4)			40,000				—				.085				6/9/2015

(1)	The figures representing percentages of total options granted to employees in the last fiscal year are based on a total of 6,904,785 option shares granted to our employees during fiscal year 2005.
(2)	The exercise price of each option granted was equal to the fair market value of our common stock as valued by our board of directors on the date of grant. The exercise price may be paid in cash, cash equivalents, or in shares of our common stock.
(3)	The dollar amounts under these columns are the result of calculations at rates set by the Securities and Exchange Commission and, therefore, are not intended to forecast possible future appreciation, if any, in the price of the underlying common stock. The potential realizable values are calculated using the assumed initial public offering price of $         per share and assuming that the market price appreciates from this price at the indicated rate for the entire term of each option and that each option is exercised and sold on the last day of its term at the assumed appreciated price.
(4)	Dr. Hardman ceased to be our chief executive officer in January 2005, ceased being one of our employees in May 2005, and in 2005 received an option to purchase 40,000 shares of common stock in connection with his execution of a scientific advisory board agreement with us after he had left our employ.

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										Number of Securities
										Underlying Unexercised								Value of Unexercised
										Options at								In-the-Money Options at
		Shares								December 31, 2005								December 31, 2005
		Acquired on				Value
Name		Exercise (#)				Realized				Exercisable				Unexercisable				Exercisable				Unexercisable
John F. Crowley			41,224				—				13,736				3,108,709
Matthew R. Patterson			—				—				181,025				818,076
David Palling, Ph.D.			—				—				323,409				525,008
Pedro Huertas, M.D., Ph.D.			20,000				—				—				874,101
Gregory P. Licholai, M.D.			—				—				—				803,417
Norman Hardman, Ph.D.(1)			616,367								9,996				30,004

(1)	Dr. Hardman ceased to be our chief executive officer in January 2005, and ceased being one of our employees in May 2005.

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	•	a lump-sum severance payment in an amount equal to 12 times his or her monthly base salary in effect as of the date of the corporate change;
	•	payment of a bonus equal to the bonus earned in the preceding year; and
	•	any outstanding unvested stock options held by the executive will fully vest.

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	2002 Equity Incentive Plan

	2006 Equity Incentive Plan

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	•	for any breach of their duty of loyalty to us or our stockholders;
	•	for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
	•	for voting or assenting to unlawful payments of dividends or other distributions; or
	•	for any transaction from which the director derived an improper personal benefit.

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		Number of Shares of				Number of Shares of
		Series B Redeemable				Series C Redeemable
		Convertible				Convertible
Name		Preferred Stock				Preferred Stock
Entities affiliated with Prospect Venture Partners (1)			7,564,370				7,621,664
Entities affiliated with New Enterprise Associates (2)			7,564,369				7,621,664
Entities affiliated with Frazier Healthcare Ventures (3)			7,564,368				7,621,664
Entities affiliated with Canaan Partners(4)			7,094,582				6,806,250
Entities affiliated with CHL Medical Partners(5)			5,971,870				3,968,254
Entities affiliated with Quaker Bioventures(6)			—				7,936,506
Total			35,759,559				41,576,002

(1)	Includes 113,467 shares of series B redeemable convertible preferred stock (including the automatic exercise of outstanding warrants to purchase 1,701 shares of series B redeemable convertible preferred stock) and 114,326 shares of series C redeemable convertible preferred stock, in each case issued to Prospect Associates II, L.P., and 7,450,903 shares of series B redeemable convertible preferred stock (including the automatic exercise of outstanding warrants to purchase 111,687 shares of series B redeemable convertible preferred stock) and 7,507,338 shares of series C redeemable convertible preferred stock issued to Prospect Venture Partners II, L.P. Dr. Barkas, one of our directors, is a Managing Member of the General Partner of both Prospect Venture Partners II, L.P., and Prospect Associates II, L.P.
(2)	Includes 20,304 shares of series B redeemable convertible preferred stock issued to NEA Ventures 2004, Limited Partnership (including the automatic exercise of outstanding warrants to purchase 304 shares of series B redeemable convertible preferred stock), and 7,544,065 shares of series B redeemable convertible preferred stock (including the automatic exercise of outstanding warrants to purchase 113,083 shares of series B redeemable convertible preferred stock) and 7,621,664 shares of series C redeemable convertible preferred stock issued to New Enterprise Associates 11, L.P. Mr. Raab, one of our directors, is a partner of New Enterprise Associates.
(3)	Includes 38,205 shares of series B redeemable convertible preferred stock (including the automatic exercise of outstanding warrants to purchase 573 shares of series B redeemable convertible preferred stock) and 38,494 shares of series C redeemable convertible preferred stock issued to Frazier Affiliates IV, L.P., and 7,526,163 shares of series B redeemable convertible preferred stock (including the automatic exercise of outstanding warrants to purchase 112,815 shares of series B redeemable convertible preferred stock) and 7,583,170 shares of series C redeemable convertible preferred stock issued to Frazier Healthcare IV, L.P. Dr. Topper, one of our directors, holds the title of General Partner with Frazier Healthcare Ventures.

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(4)	Includes 6,839,178 shares of series B redeemable convertible preferred stock (including the automatic exercise of outstanding warrants to purchase 102,518 shares of series B redeemable convertible preferred stock) and 6,561,226 shares of series C redeemable convertible preferred stock issued to Canaan Equity III, L.P., and 255,404 shares of series B redeemable convertible preferred stock (including the automatic exercise of outstanding warrants to purchase 3,828 shares of series B redeemable convertible preferred stock) and 245,024 shares of series C redeemable convertible preferred stock issued to Canaan Equity III Entrepreneurs, LLC. Dr. Bloch, one of our directors, is a Member of Canaan Equity Partners III, LLC, the sole general partner of Canaan Equity III, L.P. and the sole manager of Canaan Equity III Entrepreneurs, LLC.
(5)	Includes 5,520,337 shares of series B redeemable convertible preferred stock and 3,717,758 shares of series C redeemable convertible preferred stock issued to CHL Medical Partners II, L.P. and 451,533 shares of series B redeemable convertible preferred stock and 250,496 shares of series C redeemable convertible preferred stock issued to CHL Medical Partners II Side Fund, L.P. Dr. Weinhoff, one of our directors, is a Member of the General Partner of both CHL Medical Partners II, L.P. and CHL Medical Partners II Side Fund, L.P.
(6)	Includes 5,952,380 shares of series C redeemable convertible preferred stock issued to Quaker Bioventures, L.P. and 1,984,126 shares of series C redeemable convertible preferred stock issued to Garden State Life Sciences Venture Fund, L.P. Mr. Neff, one of our directors, is a member of the general partner of the general partner of both Quaker Bioventures, L.P. and Garden State Life Sciences Venture Fund, L.P.

						Shares of
						Series B
						Redeemable
						Convertible
		Aggregate Principal				Preferred Stock
		Amount of				Issued upon
Holders of more than 5%		Notes Held				Conversion
CHL Medical Partners II, L.P.		$	5,089,438				5,436,471
CHL Medical Partners Side Fund II, L.P.		$	410,562				445,882

	Registration Rights

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	Director Compensation

	Executive Compensation and Employment Agreements

	Indemnification Agreements

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	•	each of our directors;
	•	each of our executive officers;
	•	each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our common stock; and
	•	all of our directors and executive officers as a group.

							Percentage of Shares
							Beneficially Owned
			Number of Shares				Before				After
Name and Address of Beneficial Owner			Beneficially Owned				Offering				Offering
5% Stockholders
Entities affiliated with Prospect Venture Partners II, L.P.(1)				15,186,034				17.0	%
	435 Tasso Street, Suite 200 Palo Alto, CA 94301
Entities affiliated with New Enterprise Associates(2)				15,186,033				17.0	%
	1119 St. Paul Street Baltimore, MD 21202
Entities affiliated with Frazier Healthcare Ventures (3)				15,186,032				17.0	%
	601 Union, Two Union Square, Suite 3200 Seattle, WA 98101
Entities affiliated with CHL Medical Partners(4)				14,273,457				15.9	%
	1055 Washington Boulevard, 6th Floor Stamford, CT 06901
Entities affiliated with Canaan Partners(5)				13,900,832				15.5	%
	105 Rowayton Avenue Rowayton, CT 06853
Entities affiliated with Quaker Bioventures(6)				7,936,506				8.9	%
	Cira Center 2929 Arch Street Philadelphia, PA 19104-2868

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						Percentage of Shares
						Beneficially Owned
		Number of Shares				Before				After
Name and Address of Beneficial Owner		Beneficially Owned				Offering				Offering
Executive Officers and Directors
John F. Crowley(7)			922,302				1.0	%
David Palling, Ph.D.(8)			404,206				*
Matthew R. Patterson(9)			286,627				*
Gregory P. Licholai, M.D.(10)			238,858				*
Pedro Huertas, M.D., Ph.D.(11)			201,025				*
S. Nicole Schaeffer(12)			50,783				*
David Lockhart, Ph.D.			—
Karin Ludwig, M.D.			—
Douglas Branch(13)			24,996				*
Donald J. Hayden(14)			52,085				*
Alexander E. Barkas, Ph.D.(15)			—				—
Michael G. Raab(16)			—				—
James N. Topper, M.D., Ph.D.(17)			—				—
Stephen Bloch, M.D.(18)			—				—
Gregory M Weinhoff, M.D.(19)			—				—
P. Sherrill Neff(20)			—				—
All directors and executive officers as a group (16 persons)/(21)			2,180,882				2.4	%

	*	Represents beneficial ownership of less than one percent of our outstanding common stock.

	(1)	Consists of 14,958,241 shares held of record by Prospect Venture Partners II, L.P. including 111,687 shares assuming the exercise of outstanding warrants held by Prospect Venture Partners II, L.P., and 227,793 shares held of record by Prospect Associates II, L.P. including 1,701 shares assuming the exercise of outstanding warrants held by Prospect Associates II, L.P. Dr. Barkas, a member of our board of directors and a Managing Member of the General Partner of both Prospect Venture Partners II, L.P. and Prospect Associates II, L.P., disclaims beneficial ownership of the shares held by entities affiliated with Prospect Venture Partners II, L.P. except, to the extent of any pecuniary interest therein.
	(2)	Consists of 15,165,729 shares held of record by New Enterprise Associates 11, Limited Partnership including 113,083 shares assuming the exercise of outstanding warrants held by New Enterprise Associates 11, Limited Partnership, and 20,304 shares held of record by NEA Ventures 2004, Limited Partnership including 304 shares assuming the exercise of outstanding warrants held by NEA Ventures 2004, Limited Partnership. Mr. Raab is a partner of New Enterprise Associates but does not have voting or dispositive power with respect to the shares held by New Enterprise Associates 11, Limited Partnership or NEA Ventures 2004, Limited Partnership and disclaims beneficial ownership of shares held by New Enterprise Associates 11, Limited Partnership, except to the to the extent of his pecuniary interest therein. Mr. Raab has no pecuniary interest in the shares held by NEA Ventures 2004, Limited Partnership.
	(3)	Consists of 15,109,333 shares held of record by Frazier Healthcare IV, L.P. including 112,815 shares assuming the exercise of outstanding warrants held by Frazier Healthcare IV, L.P. and 76,699 shares held of record by Frazier Affiliates IV, L.P. including 573 shares assuming the exercise of outstanding warrants held by Frazier Affiliates IV, L.P. Dr. Topper, a member of our board of directors, holds the title of General Partner with Frazier Healthcare Ventures. In that capacity he shares voting and investment power for the shares held by both Frazier Healthcare IV, L.P. and Frazier Affiliates IV, L.P. Dr. Topper disclaims beneficial ownership of the shares held by entities affiliated with Frazier Healthcare Ventures, except to the extent of any pecuniary interest therein.
	(4)	Consists of 13,297,885 shares held of record by CHL Medical Partners II, L.P. and 975,572 shares held of record by CHL Medical Partners II Side Fund, L.P. Dr. Weinhoff, a member of our board of directors and a Member of the General Partner of both CHL Medical Partners II, L.P. and CHL Medical Partners II Side Fund, L.P., disclaims beneficial ownership of the shares held by entities affiliated with CHL Medical Partners, except to the extent of any pecuniary interest therein.
	(5)	Consists of 13,400,404 shares held of record by Canaan Equity III, L.P. including 102,518 shares assuming the exercise of outstanding warrants held by Canaan Equity III, L.P. and 500,428 shares held of record by Canaan Equity III Entrepreneurs, LLC including 3,828 shares assuming the exercise of outstanding warrants held by Canaan Equity III Entrepreneurs, LLC. Canaan Equity Partners III, LLC, the sole general partner of Canaan Equity III, L.P. and sole manager of Canaan Equity III Entrepreneurs, LLC, has sole voting and disposition power over these shares. The Managers of Canaan Equity Partners, III, LLC are John V. Balen, James C. Furnival, Stephen L. Green, Deepak Kamra, Gregory Kopchinsly, Seth A. Rudnick, Guy M.

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		Russo and Eric A. Young. Dr. Bloch, a member of our board of directors, is a member of Canaan Equity Partners III, LLC. Dr. Bloch does not have sole or shared voting or disposition power over these shares.
	(6)	Consists of 5,952,380 shares held of record by Quaker Bioventures, L.P. and 1,984,126 shares held of record by Garden State Life Sciences Venture Fund, L.P. Mr. Neff, a member of our board of directors and a Member of the General Partner of both Quaker Bioventures, L.P., and Garden State Life Sciences Ventured Fund, L.P. disclaims beneficial ownership of the shares held by entities affiliated with Quaker Bioventures, except to the extent of any pecuniary interest therein.
	(7)	Consists of 281,078 shares issuable upon the exercise of stock options exercisable within 60 days of May 3, 2006, and 641,224 shares held of record. Includes 100,000 shares held of record by MPAJ, LLC, for which Mr. Crowley has sole voting and dispositive power.
	(8)	Consists of 37,711 shares issuable upon the exercise of stock options exercisable within 60 days of May 3, 2006, and 366,495 shares held of record.
	(9)	Consists of 46,627 shares issuable upon the exercise of stock options exercisable within 60 days of May 3, 2006, and 240,000 shares held of record.

(10)	Consists of 37,716 shares issuable upon the exercise of stock options exercisable within 60 days of May 3, 2006, and 201,142 shares held of record.
(11)	Consists of 181,025 shares issuable upon the exercise of stock options exercisable within 60 days of May 3, 2006, and 20,000 shares held of record.
(12)	Consists of 9,522 shares issuable upon the exercise of stock options exercisable within 60 days of May 3, 2006, and 41,261 shares held of record.
(13)	Consists of 24,996 shares issuable upon the exercise of stock options exercisable within 60 days of May 3, 2006.
(14)	Consists of 52,085 shares issuable upon the exercise of stock options exercisable within 60 days of May 3, 2006.
(15)	Dr. Barkas disclaims beneficial ownership of the shares held by affiliates of Prospect Venture Partners II, L.P. except to the extent of his pecuniary interest therein. See footnote 1.
(16)	Mr. Raab disclaims beneficial ownership of the shares held by New Enterprise Associates, except to the extent of his pecuniary interest therein. See footnote 2.
(17)	Dr. Topper disclaims beneficial ownership of the shares held by Frazier Healthcare, except to the extent of his pecuniary interest therein. See footnote 3.
(18)	Dr. Bloch does not have sole or shared voting or dispositive power over shares owned by entities affiliated with Canaan Partners. Dr. Bloch disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. See footnote 5.
(19)	Dr. Weinhoff disclaims beneficial ownership of the shares held by CHL Medical Partners, except to the extent of his pecuniary interest therein. See footnote 4.
(20)	Mr. Neff disclaims beneficial ownership of the shares held by Quaker Bioventures, except to the extent of his pecuniary interest therein. See footnote 6.
(21)	Consists of 670,760 total shares issuable upon the exercise of stock options exercisable within 60 days of May 3, 2006, and 1,510,122 total shares held of record.

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	•	5,507,024 shares of common stock outstanding held by 17 stockholders of record;
	•	3,333,334 shares of series A redeemable convertible preferred stock that are convertible into 3,333,334 shares of common stock;
	•	36,560,108 shares of series B redeemable convertible preferred stock that are convertible into 36,560,108 shares of common stock; and
	•	43,650,262 shares of series C redeemable convertible preferred stock that are convertible into 43,650,262 shares of common stock.

	•	options to purchase 13,552,120 shares of common stock at a weighted average exercise price of $0.48 per share;
	•	warrants to purchase an aggregate of 465,486 shares of series B redeemable convertible preferred stock at an exercise price of $0.85 per share, which warrants are automatically exercised upon the closing of this offering; and
	•	a warrant to purchase 40,000 shares of common stock at an exercise price of $0.75 per share.

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	Delaware Law

	Staggered Board

	Stockholder Action; Special Meeting of Stockholders; Advance Notice Requirements for Stockholder Proposals and Director Nominations

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	Authorized But Unissued Shares

	Super-Majority Voting

	Board Discretion in Considering Certain Offers

	Limitation of Liability

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	Demand Registration Rights

	Form S-3 Registration Rights

	Incidental Registration Rights

	Limitations and Expenses

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	•	1% of the number of shares of our common stock then outstanding, which will equal approximately                      shares immediately after this offering, and
	•	the average weekly trading volume in our common stock on The Nasdaq National Market during the four calendar weeks preceding the date of filing of a Notice of Proposed Sale of Securities Pursuant to Rule 144 with respect to the sale.

	•	the person is not our affiliate and has not been our affiliate at any time during the three months preceding the sale; and
	•	the person has beneficially owned the shares proposed to be sold for at least two years, including the holding period of any prior owner other than our affiliates.

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Name			Number of Shares
Morgan Stanley & Co. Incorporated
Goldman, Sachs & Co.
Pacific Growth Equities, LLC
	Total

		No				Full
		Exercise				Exercise
Per share		$				$
Total		$				$

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	•	offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock or any securities convertible into or exercisable or exchangeable for common stock; or
	•	enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common stock.

	•	during the last 17 days of the 180-day restricted period we issue an earnings release or material news or a material event relating to our company occurs; or
	•	prior to the expiration of the 180-day restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the 180-day period,

	•	the sale of shares to the underwriters;
	•	the issuance by us of shares of common stock upon the exercise of an option or a warrant or the conversion of a security outstanding on the date of this prospectus of which the underwriters have been advised in writing;
	•	the grant of options or the issuance of shares of common stock by us pursuant to equity incentive plans described in this prospectus, provided that the recipient of the option or shares agree to be subject to the restrictions described in this paragraph;
	•	the issuance by us of shares of common stock in connection with any strategic transactions, such as collaboration or license agreements, provided that the recipient of the shares agrees to be subject to the restrictions described in this paragraph;
	•	transactions by any person other than us relating to shares of common stock or other securities acquired in open market transactions after the completion of the offering of the shares;
	•	transfers by any person other than us of shares of common stock or other securities as a bona fide gift or in connection with bona fide estate planning or by intestacy; or
	•	distributions by any person other than by us of shares of common stock or other securities to limited partners, members, stockholders or affiliates of such person;

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Report of Independent Registered Public Accounting Firm		F-2
Balance Sheets as of December 31, 2004, 2005 and March 31, 2006 (unaudited)		F-3
Statements of Operations for the Years ended December 31, 2003, 2004, 2005, the Three Months Ended March 31, 2005 and 2006 (unaudited), and the period from February 4, 2002 (inception) to March 31, 2006 (unaudited)		F-4
Statements of Changes in Stockholders’ Deficiency Period from February 4, 2002 (inception) to December 31, 2002 and the three year period ended December 31, 2005 and the three months ended March 31, 2006 (unaudited)		F-5
Statements of Cash Flows for the Years Ended December 31, 2003, 2004, 2005 and the Three Months Ended March 31, 2005 and 2006 (unaudited) and the period from February 4, 2002 (inception) to March 31, 2006 (unaudited)		F-7
Notes to Financial Statements		F-8

F-1

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	/s/ Ernst & Young LLP

F-2

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											March 31,
			December 31,
															Pro Forma
			2004				2005				2006				(Note 1)
											(unaudited)				(unaudited)
Assets
Current assets:
	Cash and cash equivalents		$	257,036			$	6,449,151			$	10,298,878			$	38,270,631
	Investment in marketable securities			4,078,925				17,969,096				9,253,492				9,253,492
	Prepaid expenses and other current assets			155,383				441,081				278,538				278,538
Total current assets				4,491,344				24,859,328				19,830,908				47,802,661
Property and equipment, net				541,277				3,278,887				3,696,596				3,696,596
Other non-current assets				40,537				531,739				467,338				467,338
			$	5,073,158			$	28,669,954			$	23,994,842			$	51,966,595
Liabilities, redeemable convertible preferred stock and stockholders’ equity (deficiency)
Current liabilities:
	Accounts payable			589,919				906,226				532,866				532,866
	Accrued expenses and other current liabilities			157,820				1,407,025				2,439,732				2,439,732
	Current portion of capital lease obligations			174,545				279,265				852,527				852,527
Total current liabilities				922,284				2,592,516				3,825,125				3,825,125
Capital lease obligations, less current portion				—				734,370				1,993,960				1,993,960
Commitments and contingencies
Series A redeemable convertible preferred stock, $.01 par value; 3,333,334 shares authorized, issued and outstanding at December 31, 2004, 2005 and March 31, 2006 (unaudited) (aggregate liquidation preference $2,500,000 at December 31, 2004, 2005, and March 31, 2006 (unaudited)), zero pro-forma shares outstanding (unaudited)				2,449,321				2,466,214				2,470,437				—
Series B redeemable convertible preferred stock, $.01 par value; 37,025,594 shares authorized and 21,176,472, 36,470,591, and 36,470,591 shares issued and outstanding at December 31, 2004, 2005, and March 31, 2006 (unaudited), respectively (aggregate liquidation preference $18,000,000, $31,000,000, $31,000,000 at December 31, 2004, 2005, and March 31, 2006 (unaudited) respectively), zero pro-forma shares outstanding (unaudited)				17,564,636				30,668,842				30,696,342				—
Series C redeemable convertible preferred stock, $.01 par value; 43,650,262 shares authorized and 21,825,131 shares issued and outstanding at December 31, 2005 and March 31, 2006 (unaudited) (aggregate liquidation preference $27,499,665 at December 31, 2005 and March 31, 2006 (unaudited)), zero pro-forma shares outstanding (unaudited)				—				27,333,758				27,342,646				—
Stockholders’ equity (deficiency):
	Common stock, $.01 par value; 115,000,000 shares authorized and 2,306,541, 4,035,231, 4,635,231, and 66,264,287 shares issued and outstanding at December 31, 2004, 2005, March 31, 2006 (unaudited), and March 31, 2006 Pro Forma (unaudited), respectively			23,065				40,352				46,352				886,444
	Additional paid-in capital			1,604,349				4,436,942				2,296,784				89,937,870
	Accumulated other comprehensive loss			(9,083	)			(16,139	)			(5,320	)			(5,320	)
	Deferred compensation			(133,174	)			(2,546,846	)			—				—
	Deficit accumulated during the development stage			(17,348,240	)			(37,040,055	)			(44,671,484	)			(44,671,484	)
Total stockholders’ equity (deficiency)				(15,863,083	)			(35,125,746	)			(42,333,668	)			46,147,510
			$	5,073,158			$	28,669,954			$	23,994,842			$	51,966,595

F-3

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Table of Contents

																								Period
																								from
																								February 4,
																Three Months Ended								2002
				Years Ended December 31,												March 31,								(inception) to
																								March 31,
				2003				2004				2005				2005				2006				2006
																(unaudited)				(unaudited)				(unaudited)
Revenue				$	—			$	—			$	—			$	—			$	—			$	—
Operating Expenses:
	Research and development				4,433,059				6,300,885				13,651,640				2,238,366				5,545,735				30,719,421
	General and administrative				1,005,416				2,081,203				6,876,883				1,177,779				2,065,467				12,580,823
	Impairment of leasehold improvements				1,029,696				—				—				—				—				1,029,696
	Depreciation and amortization				131,931				145,961				302,832				46,712				199,224				804,088
	In-process research and development				—				—				—				—				—				418,080
		Total operating expenses			6,600,102				8,528,049				20,831,355				3,462,857				7,810,426				45,552,108
Loss from operations					(6,600,102	)			(8,528,049	)			(20,831,355	)			(3,462,857	)			(7,810,426	)			(45,552,108	)
Other income (expenses):
	Interest income				4,878				189,847				609,519				56,976				237,909				1,054,767
	Interest expense				(172,472	)			(550,004	)			(81,776	)			(4,069	)			(58,912	)			(868,955	)
	Loss before tax benefit				(6,767,696	)			(8,888,206	)			(20,303,612	)			(3,409,950	)			(7,631,429	)			(45,366,296	)
Income tax benefit					—				83,015				611,797				—				—				694,812
Net loss					(6,767,696	)			(8,805,191	)			(19,691,815	)			(3,409,950	)			(7,631,429	)			(44,671,484	)
	Deemed dividend																				(19,424,367	)			(19,424,367	)
	Preferred stock accretion				(16,893	)			(125,733	)			(138,742	)			(31,723	)			(40,611	)			(332,699	)
Net loss attributable to common stockholders				$	(6,784,589	)		$	(8,930,924	)		$	(19,830,557	)		$	(3,441,673	)		$	(27,096,407	)		$	(64,428,550	)
Net loss attributable to common stockholders per common share — basic and diluted				$	(2.94	)		$	(3.87	)		$	(6.45	)		$	(1.49	)		$	(6.41	)
Weighted-average common shares outstanding — basic and diluted					2,306,541				2,306,541				3,076,649				2,314,804				4,228,564
Unaudited pro forma net loss												$	(19,691,815	)						$	(7,631,429	)
Unaudited basic and diluted pro forma net loss per share												$	(0.23	)						$	(0.09	)
Unaudited basic and diluted pro forma weighted-average shares outstanding													87,085,839								88,237,754

F-4

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Table of Contents

																Accumulated
				Common Stock								Additional				Other								Deficit Accumulated				Total
												Paid-In				Comprehensive				Deferred				During the Development				Stockholders’
				Shares				Amount				Capital				Loss				Compensation				Stage				Deficiency
Balance at February 4, 2002 (inception)					—			$	—			$	—			$	—			$	—			$	—			$	—
	Issuance of common stock to a consultant				562,041				5,620				78,243				—				—				—				83,863
	Stock issued for in-process research and development				1,742,000				17,420				400,660				—				—				—				418,080
	Deferred compensation				—				—				208,866				—				(208,866	)			—				—
	Amortization of deferred compensation				—				—				—				—				27,348				—				27,348
	Issuance of warrants with financing arrangement				—				—				8,000				—				—				—				8,000
	Accretion of series A redeemable convertible preferred stock				—				—				(10,720	)			—				—				—				(10,720	)
	Net loss				—				—				—				—				—				(1,775,353	)			(1,775,353	)
Balance at December 31, 2002					2,304,041				23,040				685,049				—				(181,518	)			(1,775,353	)			(1,248,782	)
	Stock issued from exercise of options				2,500				25				—				—				—				—				25
	Deferred compensation				—				—				14,138				—				(14,138	)			—				—
	Amortization of deferred compensation				—				—				—				—				70,340				—				70,340
	Issuance of stock warrants with convertible notes				—				—				210,000				—				—				—				210,000
	Issuance of stock options to consultants				—				—				4,434				—				—				—				4,434
	Accretion of series A redeemable convertible preferred stock				—				—				(16,893	)			—				—				—				(16,893	)
	Beneficial conversion feature related to bridge financing				—				—				40,500				—				—				—				40,500
	Net loss				—				—				—				—				—				(6,767,696	)			(6,767,696	)
Balance at December 31, 2003					2,306,541				23,065				937,228				—				(125,316	)			(8,543,049	)			(7,708,072	)
	Deferred compensation				—				—				67,700				—				(67,700	)			—				—
	Amortization of deferred compensation				—				—				—				—				59,842				—				59,842
	Issuance of stock options to consultants				—				—				16,118				—				—				—				16,118
	Accretion of series A redeemable convertible preferred stock				—				—				(16,893	)			—				—				—				(16,893	)
	Accretion of series B redeemable convertible preferred stock				—				—				(108,840	)			—				—				—				(108,840	)
	Issuance of warrants with series B redeemable convertible preferred stock				—				—				421,802				—				—				—				421,802
	Interest waived on converted convertible notes				—				—				192,734				—				—				—				192,734
	Beneficial conversion feature related to bridge financing				—				—				94,500				—				—				—				94,500
	Comprehensive loss:
		Unrealized holding loss on available-for-sale securities			—				—				—				(9,083	)			—				—				(9,083	)
		Net loss			—				—				—				—				—				(8,805,191	)			(8,805,191	)
	Net total comprehensive loss				—				—				—				—				—				—				(8,814,274	)
Balance at December 31, 2004					2,306,541			$	23,065			$	1,604,349			$	(9,083	)		$	(133,174	)		$	(17,348,240	)		$	(15,863,083	)

F-5

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Table of Contents

																Accumulated
				Common Stock								Additional				Other								Deficit Accumulated				Total
												Paid-In				Comprehensive				Deferred				During the Development				Stockholders’
				Shares				Amount				Capital				Loss				Compensation				Stage				Deficiency
Balance at December 31, 2004 (carried forward)					2,306,541				23,065				1,604,349				(9,083	)			(133,174	)			(17,348,240	)			(15,863,083	)
	Stocks issued from exercise of stock options				728,691				7,287				16,641				—				—				—				23,928
	Stocks issued from exercise of warrants				999,999				10,000				65,000				—				—				—				75,000
	Deferred compensation				—				—				2,778,223				—				(2,778,223	)			—				—
	Amortization of deferred compensation				—				—				—				—				364,551				—				364,551
	Non-cash charge for stock options to consultants				—				—				111,471				—				—				—				111,471
	Accretion of series A redeemable convertible preferred stock				—				—				(16,893	)			—				—				—				(16,893	)
	Accretion of series B redeemable convertible preferred stock				—				—				(109,999	)			—				—				—				(109,999	)
	Accretion of series C redeemable convertible preferred stock				—				—				(11,850	)			—				—				—				(11,850	)
	Comprehensive loss:
		Unrealized holding loss on available-for-sale securities			—				—				—				(7,056	)			—				—				(7,056	)
		Net loss			—				—				—				—				—				(19,691,815	)			(19,691,815	)
	Net total comprehensive loss				—				—				—				—				—				—				(19,698,871	)
Balance at December 31, 2005					4,035,231			$	40,352			$	4,436,942			$	(16,139	)		$	(2,546,846	)		$	(37,040,055	)		$	(35,125,746	)
	Stocks issued from exercise of options				600,000				6,000				45,000				—				—				—				51,000
	Reversal of deferred compensation upon adoption of FAS 123(R)				—				—				(2,546,846	)			—				2,546,846				—				—
	Stock-based compensation												331,791																331,791
	Issuance of stock options to consultants				—				—				70,508				—				—				—				70,508
	Accretion of series A redeemable convertible preferred stock				—				—				(4,223	)			—				—				—				(4,223	)
	Accretion of series B redeemable convertible preferred stock				—				—				(27,500	)			—				—				—				(27,500	)
	Accretion of series C redeemable convertible preferred stock				—				—				(8,888	)			—				—				—				(8,888	)
	Beneficial conversion on issuance of Series C redeemable convertible preferred stock				—				—				19,424,367				—				—				—				19,424,367
	Beneficial conversion charge (deemed dividend) on issuance of Series C redeemable convertible preferred stock				—				—				(19,424,367	)			—				—				—				(19,424,367	)
	Comprehensive loss:
		Unrealized gain on available-for-sale securities			—				—				—				10,819				—				—				10,819
		Net loss			—				—				—				—				—				(7,631,429	)			(7,631,429	)
	Net total comprehensive loss				—				—				—				—				—				—				(7,620,610	)
Balance at March 31, 2006 (unaudited)					4,635,231			$	46,352			$	2,296,784			$	(5,320	)		$	—			$	(44,671,484	)		$	(42,333,668	)

F-6

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Table of Contents

																								Period
																								from
																								February 4,
																Three Months Ended								2002
				Years Ended December 31,												March 31,								(inception) to
																								March 31,
				2003				2004				2005				2005				2006				2006
																(unaudited)				(unaudited)				(unaudited)
Operating activities
Net loss				$	(6,767,696	)		$	(8,805,191	)		$	(19,691,815	)		$	(3,409,950	)		$	(7,631,429	)		$	(44,671,484	)
Adjustments to reconcile net loss to net cash used in operating activities:
	Non-cash interest expense				86,666				435,934				—				—				—				525,267
	Depreciation and amortization				131,931				143,293				302,832				46,712				199,224				801,420
	Amortization of non-cash compensation				70,340				59,842				364,551				91,138				—				522,081
	Stock-based compensation				—				—				—				—				315,671				315,671
	Non-cash charge for stock issued to consultants				4,434				16,118				111,471				27,868				86,628				302,514
	Impairment of leasehold improvements				1,029,696				—				—				—				—				1,029,696
	Non-cash charge for in process research and development				—				—				—				—				—				418,080
	Beneficial conversion feature related to bridge financing				40,500				94,500				—				—				—				135,000
Changes in operating assets and liabilities:
Prepaid expenses and other current assets					1,217				(147,664	)			(285,698	)			(17,637	)			162,543				(278,538	)
		Other non-current assets			—				(19,936	)			(491,202	)			(28,813	)			64,401				(488,505	)
		Accounts payable and accrued expenses			1,526,439				(1,008,299	)			1,565,512				422,700				659,347				2,972,598
Net cash used in operating activities					(3,876,473	)			(9,231,403	)			(18,124,349	)			(2,867,982	)			(6,143,615	)			(38,416,200	)
Investing activities
Sale and redemption of marketable securities					—				2,162,275				3,092,620				—				8,726,423				13,981,318
Purchases of marketable securities					(4,956	)			(6,362,527	)			(16,989,847	)			(10,065,364	)			—				(23,357,330	)
Purchases of property and equipment					(1,088,009	)			(227,317	)			(3,040,442	)			(71,230	)			(616,933	)			(5,527,712	)
Net cash (used in) provided by investing activities					(1,092,965	)			(4,427,569	)			(16,937,669	)			(10,136,594	)			8,109,490				(14,903,724	)
Financing activities
Proceeds from issuance of preferred stock, net of issuance costs					—				12,877,598				40,316,115				13,000,000				—				55,598,528
Proceeds from issuance of convertible notes					3,800,000				1,200,000				—				—				—				5,000,000
Payments of capital lease obligations					(152,303	)			(171,914	)			(272,697	)			—				(175,114	)			(772,028	)
Proceeds from exercise of stock options					25				—				23,928				832				51,000				74,953
Proceeds from exercise of warrants					—				—				75,000				—				—				75,000
Proceeds from capital asset financing arrangement					—				—				1,111,787				(50,748	)			2,007,966				3,642,349
Net cash provided by financing activities					3,647,722				13,905,684				41,254,133				12,950,084				1,883,852				63,618,802
Net (decrease) increase in cash and cash equivalents					(1,321,716	)			246,712				6,192,115				(54,492	)			3,849,727				10,298,878
Cash and cash equivalents at beginning of year/ period					1,332,040				10,324				257,036				257,036				6,449,151				—
Cash and cash equivalents at end of year/ period				$	10,324			$	257,036			$	6,449,151			$	202,544			$	10,298,878				10,298,878
Supplemental disclosures of cash flow information
Cash paid during the period for interest				$	45,306			$	19,570			$	481,577			$	3,935			$	34,453			$	549,577
Non-cash activities
Warrant issued with convertible notes				$	—			$	—			$	—			$	—			$	—			$	8,000
Warrant issued with Series B redeemable convertible preferred stock					—				1,802				—				—				—				49,950
Conversion of notes payable to Series B redeemable convertible preferred stock					—				5,000,000				—				—				—				5,000,000
Accretion of redeemable convertible preferred stock					16,893				125,733				138,742				31,723				40,611				332,699

F-7

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Table of Contents

1.	Description of Business

	Corporate Information, Status of Operations, and Management Plans

2.	Summary of Significant Accounting Policies

	Unaudited Interim Financial Statements

	Unaudited Pro Forma Information

F-8

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Table of Contents

	Use of Estimates

	Cash Equivalents

	Investment in Marketable Securities

	Property and Equipment

	Deferred Offering Costs

	Impairment of Long-Lived Assets

F-9

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Table of Contents

	Redeemable Convertible Preferred Stock

	Research and Development Costs

	Concentration of Credit Risk

	Fair Value of Financial Instruments

	Income Taxes

F-10

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Table of Contents

	Comprehensive Loss

	Stock-Based Compensation

F-11

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Table of Contents

																Three Months
				Years Ended December 31,												Ended
																March 31,
				2003				2004				2005				2005
Numerator
Net loss attributable to common stockholders, as reported				$	(6,784,589	)		$	(8,930,924	)		$	(19,830,557	)		$	(3,441,673	)
Add: Non-cash employee compensation					70,340				59,842				364,551				91,138
Less: Total stock-based employee compensation expense determined under the minimum value method for all awards					(76,207	)			(74,499	)			(437,296	)			(109,324	)
Pro forma net loss attributable to common stockholders				$	(6,790,456	)		$	(8,945,581	)		$	(19,903,302	)			(3,459,859	)
Net loss attributable to common stockholders per common share:
	Basic and fully diluted:
		As reported		$	(2.94	)		$	(3.87	)		$	(6.45	)		$	(1.49	)
		Pro forma		$	(2.94	)		$	(3.88	)		$	(6.47	)		$	(1.49	)

		Years Ended December 31,												Three Months
														Ended
		2003				2004				2005				March 31, 2005
Expected term (in years)			6.5				6.5				6.0				6.0
Risk-free interest rate			4.26	%			3.92	%			4.15	%			4.15	%
Dividend yield			0.00	%			0.00	%			0.00	%			0.00	%

F-12

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Table of Contents

		Three Months Ended
		March 31, 2006
Expected stock price volatility			72.70	%
Risk free interest rate			4.59	%
Expected life of options (years)			6.25
Expected annual dividend per share		$	0.00

	Beneficial Conversion Feature

	Basic and Diluted Net Loss Attributable to Common Stockholders per Common Share

F-13

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Table of Contents

															Three Months Ended
			Years Ended December 31,												March 31,
			2003				2004				2005				2005				2006
															(unaudited)				(unaudited)
Historical
Numerator:
	Net loss		$	(6,767,696	)		$	(8,805,191	)		$	(19,691,815	)		$	(3,409,950	)		$	(7,631,429	)
	Deemed dividend			—				—				—				—				(19,424,367	)
	Accretion of series B redeemable convertible preferred stock			(16,893	)			(125,733	)			(138,742	)			(31,723	)			(40,611	)
	Net loss attributable to common stockholders		$	(6,784,589	)		$	(8,930,924	)		$	(19,830,557	)		$	(3,441,673	)		$	(27,096,407	)
Denominator:
	Weighted average common shares outstanding—basic and diluted			2,306,541				2,306,541				3,076,649				2,314,804				4,228,564
Unaudited Pro forma
Numerator:
	Net loss										$	(19,691,815	)						$	(7,631,429	)
Denominator:
	Pro forma weighted average common shares outstanding—basic and diluted											87,085,839								88,237,754

F-14

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Table of Contents

3.	Investments in Marketable Securities

						Gross Unrealized				Gross Unrealized				Fair
		Cost				Gains				Losses				Value
March 31, 2006 (unaudited)
Corporate Bonds		$	9,258,812			$	—			$	(5,320	)		$	9,253,492
December 31, 2005
Corporate Bonds		$	17,985,235			$	—			$	(16,139	)		$	17,969,096
December 31, 2004
Corporate Bonds		$	4,088,008			$	—			$	(9,083	)		$	4,078,925

		December 31,
										March 31,
		2004				2005				2006
										(unaudited)
Due in one year or less			$4,078,925				$17,969,096			$	9,253,492

F-15

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Table of Contents

		December 31,
										March 31,
		2004				2005				2006
										(unaudited)
Less than 12 months			$(9,083)				$(16,139)			$	(5,320	)

4.	Property and Equipment

		December 31,
										March 31,
		2004				2005				2006
										(unaudited)
Computer equipment		$	105,637			$	284,913			$	307,609
Computer software			—				15,921				80,143
Research equipment			737,672				1,790,873				1,929,599
Furniture and fixtures			—				251,703				291,514
Leasehold improvements			—				109,345				1,891,819
Construction in progress			—				1,430,996				—
			843,309				3,883,751				4,500,684
Less accumulated depreciation and amortization			(302,032	)			(604,864	)			(804,088	)
		$	541,277			$	3,278,887				3,696,596

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5.	Accrued Expenses

		December 31,
										March 31,
		2004				2005				2006
										(unaudited)
Accrued construction costs		$	—			$	592,594			$	—
Accrued professional fees			85,930				312,244				57,593
Accrued contract manufacturing & contract research costs			—				53,163				1,796,713
Accrued compensation and benefits			—				14,719				230,185
Accrued facility costs			—				182,303				196,600
Accrued other			71,890				252,002				158,641
		$	157,820			$	1,407,025			$	2,439,732

6.	Capital Structure

F-17

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F-18

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Table of Contents

				Series A								Series B								Series C
				Shares				Amount				Shares				Amount				Shares				Amount
Balance at February 4, 2002 (inception)					—			$	—				—			$	—				—			$	—
	Issuance of Series A at $0.75 per share				3,333,334				2,500,000				—				—				—				—
	Issuance costs				—				(95,185	)			—				—				—				—
	Accretion to redemption value				—				10,720				—				—				—				—
Balance at December 31, 2002					3,333,334				2,415,535				—				—				—				—
	Accretion to redemption value				—				16,893				—				—				—				—
Balance at December 31, 2003					3,333,334				2,432,428				—				—				—				—
	Issuance of Series B at $0.85 per share				—				—				21,176,472				18,000,000				—				—
	Issuance cost				—				—				—				(122,402	)			—				—
	Issuance of warrants with Series B				—				—				—				(421,802	)			—				—
	Accretion to redemption value				—				16,893				—				108,840				—				—
Balance at December 31, 2004					3,333,334				2,449,321				21,176,472				17,564,636				—				—
	Issuance of Series B at $0.85 per share				—				—				15,294,119				13,000,000				—				—
	Issuance cost				—				—				—				(5,793	)			—				—
	Issuance of Series C at $1.26 per share				—				—				—				—				21,825,131			$	27,499,665
	Issuance cost				—				—				—				—				—				(177,757	)
	Accretion to redemption value				—				16,893				—				109,999								11,850
Balance at December 31, 2005					3,333,334				2,466,214				36,470,591				30,668,842				21,825,131				27,333,758
		Accretion to redemption value			—				4,223				—				27,500				—				8,888
Balance at March 31, 2006 (unaudited)					3,333,334			$	2,470,437				36,470,591			$	30,696,342				21,825,131			$	27,342,646

	Bridge Loans for Series B redeemable convertible preferred stock

F-19

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	Common Stock and Stock Options

	Restricted Common Stock Issuances

	Warrants

F-20

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7.	Stock Option Plan

F-21

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Table of Contents

	Stock Options

							Options Outstanding
																			Weighted-
																			Average
																			Grant Date
			Shares								Option Price				Weighted-				Fair Value
			Available				Number				Per Share				Average				or Calculated
			For Grant				of Shares				Range				Exercise Price				Value
Balance at February 4, 2002 (inception)				—				—			$	—			$	—			$	—
	Shares authorized			1,212,611				—				—				—
	Options granted			(961,111	)			961,111				0.01 – 0.08				0.02				0.23
Balance at December 31, 2002				251,500				961,111				0.01 – 0.08				0.02
	Shares authorized			100,000				—
	Options exercised			—				(2,500	)			0.01				0.01
	Options granted			(164,166	)			164,166				0.08				0.08				0.23
Balance at December 31, 2003				187,334				1,122,777				0.01 – 0.08				0.02
	Shares authorized			6,401,492				—
	Options granted			(2,083,882	)			2,083,882				0.08 – 0.09				0.08				0.12
	Options forfeited			6,666				(6,666	)			0.08				0.08
Balance at December 31, 2004				4,511,610				3,199,993				0.01 – 0.09				0.06
	Shares authorized			4,125,000				—
	Options granted			(7,576,785	)			7,576,785				0.09 – 0.71				0.29				0.72
	Options exercised			—				(728,691	)			0.01 – 0.09				0.03
	Options forfeited			769,112				(769,112	)			0.01 – 0.09				0.06
Balance at December 31, 2005				1,828,937				9,278,975				0.01 – 0.09				0.28
	Shares authorized			5,660,897
	Options granted			—				5,895,000				0.71				0.71				1.84
	Options exercised			—				(600,000	)			0.09				0.09
Balance at March 31, 2006 (unaudited)				7,489,834				14,573,975				0.01 – 0.71				0.43
Exercisable at December 31, 2003								116,731
Exercisable at December 31, 2004								221,315
Exercisable at December 31, 2005								930,397
Vested and Exercisable at March 31, 2006								1,213,538

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		Outstanding Options												Exercisable Options
						Weighted Average				Weighted Average								Weighted Average
						Remaining				Exercise								Exercise
Exercise Price per Range		Number				Contractual Life				Price				Number				Price
$0.01			160,000				6.44			$	0.01				132,292			$	0.01
$0.075 - $0.085			6,012,475				8.85			$	0.08				1,081,246			$	0.08
$0.71			8,401,500				9.81			$	0.71				—			$	0.71
			14,573,975												1,213,538

										Retrospective
										Determination of
										Fair Value of
		Number of				Weighted Average				Underlying
2005 Grant Date		Options Granted				Exercise Price				Stock				Intrinsic Value
January - May			3,037,037			$	0.09			$	0.31			$	0.22
June - July			1,768,748			$	0.09			$	0.77			$	0.68
August - September			315,500			$	0.22			$	0.95			$	0.73
October - November			2,351,000			$	0.71			$	1.14			$	0.43
December			104,500			$	0.71			$	1.44			$	0.73
			7,576,785

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		Number of								Fair Value of
Grant Date		Options Granted				Exercise Price				Underlying Stock				Intrinsic Value
January 2, 2006			17,000			$	0.71			$	1.44			$	0.73
January 12, 2006			5,000			$	0.71			$	1.44			$	0.73
February 6, 2006			5,000			$	0.71			$	1.44			$	0.73
February 9, 2006			23,000			$	0.71			$	1.44			$	0.73
February 13, 2006			7,500			$	0.71			$	1.44			$	0.73
February 22, 2006			35,000			$	0.71			$	1.44			$	0.73
February 28, 2006			5,752,500			$	0.71			$	1.84			$	1.13
March 27, 2006			50,000			$	0.71			$	1.84			$	1.13
			5,895,000

8.	401(k) Plan

9.	Leases

	Operating Leases

Years ending December 31:
	2006		$	1,018,859
	2007			1,451,463
	2008			1,470,060
	2009			1,470,060
	2010			1,470,060
	2011 and thereafter			1,715,070
			$	8,595,572

	Capital Leases

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Years ending December 31:
	2006		$	842,013
	2007			1,122,684
	2008			1,056,522
	2009			311,274
	2010			8,317
				3,340,810
	Less payments for interest			(494,323	)
	Total principal obligation			2,846,487
	Less short-term portion			(852,527	)
	Long-term portion		$	1,993,960

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10.	Income Taxes

							December 31,								March 31,
			2003				2004				2005				2006
															(unaudited)
Current deferred tax asset
	Non-cash stock issue to consultants		$	—			$	—			$	63,747			$	91,951
	Others			—				—				32,983				27,663
												96,730				119,614
Non-current deferred tax assets
	Amortization			236,957				198,941				132,097				129,246
	Research tax credit			62,513				730,903				1,344,230				1,572,505
	Net operating loss carryforwards			3,143,749				6,387,827				14,463,790				17,374,472
	Others			42,411				75,165				28,829				22,029
Total deferred tax asset				3,485,630				7,392,836				16,065,676				19,217,866
Non-current deferred tax liability:
	Depreciation			(27,896	)			(29,865	)			(57,027	)			(66,169	)
Total net deferred tax asset				3,457,734				7,362,971				16,008,649				19,151,697
Less valuation allowance				(3,457,734	)			(7,362,971	)			(16,008,649	)			(19,151,697	)
Net deferred tax asset			$	—			$	—			$	—			$	—

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		Year Ended												Three Months Ended
		December 31,												March 31,
		2003				2004				2005				2005				2006
														(unaudited)				(unaudited)
Statutory rate			(34	)%			(34	)%			(34	)%			(34	)%			(34	)%
State taxes, net of federal benefit			(6	)			(6	)			(6	)			(6	)			(6	)
Permanent adjustments			—				—				1				—				—
Non deductible interest			—				1				—				—				—
R&D Credit			—				(5	)			(3	)			(3	)			(3	)
Other			—				(2	)			(1	)			(4	)			2
Benefit sale of NOL			—				1				(3	)			—				—
Valuation allowance			40				44				43				47				41
Net			—	%			(1	)%			(3	)%			—	%			—	%

															Three Months Ended
			Year Ended December 31,												March 31,
			2003				2004				2005				2005				2006
															(unaudited)				(unaudited)
Current payable (benefit):
	Federal		$	—			$	—			$	—			$	—			$	—
	State			—				(83,015	)			(611,797	)			—				—
Deferred:
	Federal			—				—				—				—				—
	State			—				—				—				—				—
	Income tax benefit		$	—			$	(83,015	)		$	(611,797	)		$	—			$	—

11.	In-Process Research and Development

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12.	Selected Quarterly Financial Data (Unaudited)

		Quarter Ended
		March 31				June 30				September 30				December 31
2004
Net loss		$	(3,339,570	)		$	(1,657,368	)		$	(1,047,599	)		$	(2,760,654	)
Net loss attributable to common stockholders		$	(3,343,793	)		$	(1,697,871	)		$	(1,088,102	)		$	(2,801,158	)
Basic and diluted net loss per common share(1)		$	(1.45	)		$	(0.74	)		$	(0.47	)		$	(1.21	)

		Quarter Ended
		March 31				June 30				September 30				December 31
2005
Net loss		$	(3,409,950	)		$	(5,348,166	)		$	(5,215,161	)		$	(5,718,538	)
Net loss attributable to common stockholders		$	(3,441,673	)		$	(5,379,889	)		$	(5,252,809	)		$	(5,756,186	)
Basic and diluted net loss per common share(1)		$	(1.49	)		$	(2.13	)		$	(1.54	)		$	(1.43	)

(1)	Per common share amounts for the quarters and full years have been calculated separately. Accordingly, quarterly amounts do not add to the annual amounts because of differences on the weighted-average common shares outstanding during each period principally due to the effect of the Company’s issuing shares of its common stock during the year.

13.	Subsequent Event (Unaudited)

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Item 13.	Other Expenses of Issuance and Distribution.

Securities and Exchange Commission registration fee			$	9,229
National Association of Securities Dealers, Inc. filing fee			$	9,125
Nasdaq National Market listing fee			$	5,000
Accounting fees and expenses				*
Legal fees and expenses				*
Blue Sky fees and expenses				*
Transfer Agent’s expenses				*
Printing and engraving fees				*
Miscellaneous				*
	Total expenses		$	*

*	To be filed by amendment.

Item 14.	Indemnification of Directors and Officers.

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Item 15.	Recent Sales of Unregistered Securities.

	(a) Issuances of Securities

	1.     On June 20, 2003, the Registrant issued a promissory note in the amount of $936,875 to CHL Medical Partners, II, L.P. The Registrant also issued a promissory note in the amount of

II-2

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	$63,125 to CHL Medical Partners Side Fund II, L.P. The principal outstanding under the notes was converted into shares of series B redeemable convertible preferred stock in May 2004.
	2.     On August 25, 2003, the Registrant issued a promissory note in the amount of $936,875, together with a warrant to purchase 312,291 shares of common stock at an exercise price of $0.075 per share, to CHL Medical Partners II, L.P. The Registrant also issued a promissory note in the amount of $63,125, together with a warrant to purchase 21,042 shares of common stock at an exercise price of $0.075 per share, to CHL Medical Partners Side Fund II, L.P. The principal outstanding under the notes was converted into shares of series B redeemable convertible preferred stock in May 2004. CHL Medical Partners II, L.P. and CHL Medical Partners Side Fund II, L.P. exercised their warrants in August 2005.
	3.     On November 26, 2003, the Registrant issued a promissory note in the amount of $936,875, together with a warrant to purchase 312,291 shares of common stock at an exercise price of $0.075 per share, to CHL Medical Partners II, L.P. The Registrant also issued a promissory note in the amount of $63,125, together with a warrant to purchase 21,042 shares of common stock at an exercise price of $0.075 per share, to CHL Medical Partners Side Fund II, L.P. CHL Medical Partners II, L.P. and CHL Medical Partners Side Fund II, L.P. exercised their warrants in August 2005.
	4.     On February 5, 2004, the Registrant issued a promissory note in the amount of $1,873,750, together with a warrant to purchase 312,291 shares of common stock at an exercise price of $0.075 per share, to CHL Medical Partners II, L.P. The promissory note issued on February 5, 2004 amended and restated in its entirety the promissory note issued to CHL Medical Partners II, L.P. on November 26, 2003. The Registrant also issued a promissory note in the amount of $126,250, together with a warrant to purchase 21,042 shares of common stock at an exercise price of $0.075 per share, to CHL Medical Partners Side Fund II, L.P. The promissory note issued on February 5, 2004 amended and restated in its entirety the promissory note issued to CHL Medical Partners Side Fund II, L.P. on November 26, 2003. CHL Medical Partners II, L.P. and CHL Medical Partners Side Fund II, L.P. exercised their warrants in August 2005.
	5.     On April 19, 2004, the Registrant issued a promissory note in the amount of $2,342,188 to CHL Medical Partners II, L.P. This promissory note amended and restated in its entirety the promissory note issued to CHL Medical Partners II, L.P. on February 5, 2004. The Registrant also issued a promissory note in the amount of $157,812 to CHL Medical Partners Side Fund II, L.P. This promissory note amended and restated in its entirety the promissory note issued to CHL Medical Partners Side Fund II, L.P. on February 5, 2004. The principal outstanding under the notes was converted into shares of Series B convertible preferred stock in May 2004.
	6.     On May 4, 2004 and March 24, 2005, the Registrant issued an aggregate of 36,470,591 shares of our series B redeemable convertible preferred stock at a price of $0.85 per share, together with warrants to purchase an aggregate of 555,003 shares of series B redeemable convertible preferred stock at an exercise price of $0.85 per share, to institutional investors for aggregate cash proceeds of approximately $31 million.
	7.     On August 17, 2005 and April 17, 2006, the Registrant issued an aggregate of 43,650,262 shares of our series C redeemable convertible preferred stock at a price of $1.26 per share to institutional investors for aggregate cash proceeds of approximately $55 million.
	8.     On August 23, 2005, the Registrant issued, pursuant to the exercise of common stock purchase warrants, (i) 936,873 shares of our common stock at a purchase price of $0.075 per share to CHL Medical Partners II, L.P., and (ii) 63,126 shares of our common stock at a purchase price of $0.075 per share to CHL Medical Partners II Side Fund, L.P., for aggregate cash proceeds of approximately $75,000.

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(b)	Stock Option Grants

Item 16.	Exhibits and Financial Statement Schedules.

(a)	Exhibits

Exhibit
Number				Description of Exhibit
	1	.1*		Form of Underwriting Agreement
	3	.1*		Certificate of Incorporation of the Registrant, as amended
	3	.2		Form of Restated Certificate of Incorporation of the Registrant to be effective upon completion of this offering
	3	.3		By-laws of the Registrant
	3	.4		Form of Restated By-laws of the Registrant to be effective upon completion of this offering
	4	.1*		Specimen Stock Certificate evidencing shares of common stock
	4	.2		Second Amended and Restated Investor Rights Agreement, dated as of August 17, 2005, as amended
	4	.3		Warrant to purchase shares of common stock, dated August 28, 2002
	5	.1*		Opinion of Bingham McCutchen LLP
	10	.1		2002 Equity Incentive Plan, as amended
	10	.2		2006 Equity Incentive Plan
	10	.3		2006 Employee Stock Purchase Plan
	10	.4+		License Agreement, dated as of April 15, 2002, by and between the Registrant and Mount Sinai School of Medicine of New York University
	10	.5+		License Agreement, dated as of June 26, 2003, by and between the Registrant and University of Maryland, Baltimore County
	10	.6+		Exclusive License Agreement, dated as of June 8, 2005, by and between the Registrant and Novo Nordisk, A/ S

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Exhibit
Number				Description of Exhibit
	10	.7		Sublease Agreement, dated as of May 12, 2005, by and between the Registrant and Purdue Pharma, L.P.
	10	.8		Amended and Restated Employment Agreement, dated as of April 28, 2006, by and between the Registrant and John F. Crowley
	10	.9		Letter Agreement, dated as of November 9, 2004, by and between the Registrant and Matthew R. Patterson
	10	.10		Letter Agreement, dated as of June 3, 2005, by and between the Registrant and Pedro Huertas, M.D.
	10	.11		Letter Agreement, dated as of December 19, 2005, by and between the Registrant and David Lockhart, Ph.D.
	10	.12		Letter Agreement, dated as of February 2, 2006, by and between the Registrant and Karin Ludwig, M.D.
	10	.13		Change in Control Agreement, dated as of March 6, 2006, by and between the Registrant and David Palling, Ph.D.
	10	.14		Change in Control Agreement, dated as of March 6, 2006, by and between the Registrant and S. Nicole Schaeffer
	10	.15		Change in Control Agreement, dated as of March 6, 2006, by and between the Registrant and Gregory P. Licholai, M.D.
	10	.16		Consulting Agreement, dated as of February 28, 2006, by and between the Registrant and Donald J. Hayden, Jr.
	10	.17		Letter Agreement, dated as of May 15, 2006, by and between the Registrant and Douglas A. Branch
	10	.18		Form of Director and Officer Indemnification Agreement
	23	.1		Consent of Ernst & Young LLP
	23	.2*		Consent of Bingham McCutchen LLP (included in Exhibit 5.1)
	24	.1		Powers of Attorney (included on signature page)

*	To be filed by amendment.

Item 17.	Undertakings

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	(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective.
	(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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	AMICUS THERAPEUTICS, INC.

	By:	/s/ John F. Crowley

	John F. Crowley
	President and Chief Executive Officer

Signature				Title		Date
/s/ John F. Crowley				President, Chief Executive Officer and Director (principal executive officer)		May 17, 2006
/s/ John M. McAdam				Director, Finance and Accounting, and Corporate Controller (principal financial and accounting officer)		May 17, 2006
/s/ Donald J. Hayden				Chairman of the Board		May 17, 2006
/s/ Alexander E. Barkas, Ph.D.				Director		May 17, 2006
/s/ Stephen Bloch, M.D.				Director		May 17, 2006
/s/ P. Sherrill Neff				Director		May 17, 2006
/s/ Michael G. Raab				Director		May 17, 2006
/s/ James N. Topper, M.D., Ph.D.				Director		May 17, 2006
/s/ Gregory M. Weinhoff, M.D.				Director		May 17, 2006

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Exhibit
Number				Description of Exhibit
	1	.1*		Form of Underwriting Agreement
	3	.1*		Certificate of Incorporation of the Registrant, as amended
	3	.2		Form of Restated Certificate of Incorporation of the Registrant to be effective upon completion of this offering
	3	.3		By-laws of the Registrant
	3	.4		Form of Restated By-laws of the Registrant to be effective upon completion of this offering
	4	.1*		Specimen Stock Certificate evidencing shares of common stock
	4	.2		Second Amended and Restated Investor Rights Agreement, dated as of August 17, 2005, as amended
	4	.3		Warrant to purchase shares of common stock, dated August 28, 2002
	5	.1*		Opinion of Bingham McCutchen LLP
	10	.1		2002 Equity Incentive Plan, as amended
	10	.2		2006 Equity Incentive Plan
	10	.3		2006 Employee Stock Purchase Plan
	10	.4+		License Agreement, dated as of April 15, 2002, by and between the Registrant and Mount Sinai School of Medicine of New York University
	10	.5+		License Agreement, dated as of June 26, 2003, by and between the Registrant and University of Maryland, Baltimore County
	10	.6+		Exclusive License Agreement, dated as of June 8, 2005, by and between the Registrant and Novo Nordisk, A/ S
	10	.7		Sublease Agreement, dated as of May 12, 2005, by and between the Registrant and Purdue Pharma, L.P.
	10	.8		Amended and Restated Employment Agreement, dated as of April 28, 2006, by and between the Registrant and John F. Crowley
	10	.9		Letter Agreement, dated as of November 9, 2004, by and between the Registrant and Matthew R. Patterson
	10	.10		Letter Agreement, dated as of June 3, 2005, by and between the Registrant and Pedro Huertas, M.D.
	10	.11		Letter Agreement, dated as of December 19, 2005, by and between the Registrant and David Lockhart, Ph.D.
	10	.12		Letter Agreement, dated as of February 2, 2006, by and between the Registrant and Karin Ludwig, M.D.
	10	.13		Change in Control Agreement, dated as of March 6, 2006, by and between the Registrant and David Palling, Ph.D.
	10	.14		Change in Control Agreement, dated as of March 6, 2006, by and between the Registrant and S. Nicole Schaeffer
	10	.15		Change in Control Agreement, dated as of March 6, 2006, by and between the Registrant and Gregory P. Licholai, M.D.
	10	.16		Consulting Agreement, dated as of February 28, 2006, by and between the Registrant and Donald J. Hayden, Jr.
	10	.17		Letter Agreement, dated as of May 12, 2006, by and between the Registrant and Douglas A. Branch
	10	.18		Form of Director and Officer Indemnification Agreement
	23	.1		Consent of Ernst & Young LLP
	23	.2*		Consent of Bingham McCutchen LLP (included in Exhibit 5.1)
	24	.1		Powers of Attorney (included on signature page)

*	To be filed by amendment.

                                                                     Exhibit 3.2

                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                AMICUS THERAPEUTICS, INC.

     Incorporated pursuant to a Certificate of Incorporation initially filed
    with the Secretary of State of the State of Delaware on February 4, 2002
                    Under the Name Amicus Therapeutics, Inc.


      Amicus Therapeutics, Inc., a Delaware corporation (the "Corporation"),
hereby certifies that this Restated Certificate of Incorporation has been duly
adopted in accordance with the provisions of Sections 228, 242, and 245 of the
General Corporation Law of the State of Delaware (the "DGCL"), and notice
thereof has been given in accordance with the provisions of Section 228 of the
DGCL:

      FIRST: The name of the Corporation is Amicus Therapeutics, Inc.

      SECOND: The address of the Corporation's registered office in the State of
Delaware is c/o Corporation Trust Center, 1209 Orange Street, Wilmington, New
Castle County, Delaware 19801. The registered agent in charge thereof is The
Corporation Trust Company.

      THIRD: The nature of the business and purposes to be conducted or promoted
by the Corporation are as follows:

      To engage in any lawful act or activity for which corporations may be
      organized under the General Corporation Law of the State of Delaware.

      FOURTH: The total number of shares of all classes of capital stock which
the Corporation shall have authority to issue is _____ Million shares,
consisting solely of:

      ______ Million (_______) shares of common stock, par value $.01 per share
      ("Common Stock"); and

      Five Million (5,000,000) shares of preferred stock, par value $.01 per
      share ("Preferred Stock").

      The following is a statement of the powers, designations, preferences,
privileges, and relative rights in respect of each class of capital stock of the
Corporation.

      A. COMMON STOCK.

      1. General. The voting, dividend and liquidation rights of the holders of
Common Stock are subject to and qualified by the rights of the holders of
Preferred Stock.

      2. Voting. The holders of Common Stock are entitled to one vote for each
share held at all meetings of stockholders. There shall be no cumulative voting.

      3. Dividends. Dividends may be declared and paid on the Common Stock from
funds lawfully available therefor if, as and when determined by the board of
directors of the Corporation (the "Board of Directors") and subject to any
preferential dividend rights of any then outstanding shares of Preferred Stock.

      4. Liquidation. Upon the dissolution or liquidation of the Corporation,
whether voluntary or involuntary, holders of Common Stock will be entitled to
receive all assets of the Corporation available for distribution to its
stockholders, subject to any preferential rights of any then outstanding shares
of Preferred Stock.

      B. PREFERRED STOCK.

      Shares of Preferred Stock may be issued from time to time in one or more
series, each of such series to have such powers, designations, preferences, and
relative, participating, optional, or other special rights, if any, and such
qualifications and restrictions, if any, of such preferences and rights, as are
stated or expressed in the resolution or resolutions of the Board of Directors
providing for such series of Preferred Stock. Different series of Preferred
Stock shall not be construed to constitute different classes of shares for the
purposes of voting by classes unless expressly so provided in such resolution or
resolutions.

      Authority is hereby granted to the Board of Directors from time to time to
issue the Preferred Stock in one or more series, and in connection with the
creation of any such series, by resolution or resolutions to determine and fix
the powers, designations, preferences, and relative, participating, optional, or
other special rights, if any, and the qualifications and restrictions, if any,
of such preferences and rights, including without limitation dividend rights,
conversion rights, voting rights (if any), redemption privileges, and
liquidation preferences, of such series of Preferred Stock (which need not be
uniform among series), all to the fullest extent now or hereafter permitted by
the DGCL. Without limiting the generality of the foregoing, the resolution or
resolutions providing for the creation or issuance of any series of Preferred
Stock may provide that such series shall be superior to, rank equally with, or
be junior to the Preferred Stock of any other series, all to the fullest extent
permitted by law. No resolution, vote, or consent of the holders of the capital
stock of the Corporation shall be required in connection with the creation or
issuance of any shares of any series of Preferred Stock authorized by and
complying with the conditions of this Restated Certificate of Incorporation, the
right to any such resolution, vote, or consent being expressly waived by all
present and future holders of the capital stock of the Corporation.

      Any resolution or resolutions adopted by the Board of Directors pursuant
to the authority vested in them by this Article Fourth shall be set forth in a
certificate of designation along with the number of shares of stock of such
series as to which the resolution or resolutions shall apply and such
certificate shall be executed, acknowledged, filed, recorded, and shall become
effective, in accordance with Section 103 of the DGCL. Unless otherwise provided
in any such resolution or resolutions, the number of shares of stock of any such
series to which such resolution or resolutions apply may be increased (but not
above the total number of authorized shares of the class) or decreased (but not
below the number of shares thereof then outstanding) by a certificate likewise
executed, acknowledged, filed and recorded, setting forth a statement that a
specified increase or decrease therein has been authorized and directed by a
resolution or resolutions likewise adopted by the Board of Directors. In case
the number of such shares shall be decreased, the number of shares so specified
in the certificate shall resume the status which they had prior to the adoption
of the first resolution or resolutions. When no shares of any such class or
series are outstanding, either because none were issued or because none remain
outstanding, a certificate setting forth a

resolution or resolutions adopted by the Board of Directors that none of the
authorized shares of such class or series are outstanding, and that none will be
issued subject to the certificate of designations previously filed with respect
to such class or series, may be executed, acknowledged, filed and recorded in
the same manner as previously described and it shall have the effect of
eliminating from the Restate Certificate of Incorporation all matters set forth
in the certificate of designations with respect to such class or series of
stock. If no shares of any such class or series established by a resolution or
resolutions adopted by the Board of Directors have been issued, the voting
powers, designations, preferences and relative, participating, optional or other
rights, if any, with the qualifications, limitations or restrictions thereof,
may be amended by a resolution or resolutions adopted by the Board of Directors.
In the event of any such amendment, a certificate which (i) states that no
shares of such class or series have been issued, (ii) sets forth the copy of the
amending resolution or resolutions and (iii) if the designation of such class or
series is being changed, indicates the original designation and the new
designation, shall be executed, acknowledged, filed, recorded, and shall become
effective, in accordance with Section 103 of the DGCL.

      FIFTH: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation and for defining
and regulating the powers of the Corporation and its directors and stockholders
and are in furtherance and not in limitation of the powers conferred upon the
Corporation by statute:

            (a) The Board of Directors shall be divided into three classes of
      directors, as determined by the Board of Directors, such classes to be as
      nearly equal in number of directors as possible, having staggered
      three-year terms of office, the term of office of the directors of the
      first such class to expire as of the first annual meeting of the
      Corporation's stockholders following the closing of the Corporation's
      first public offering of shares of Common Stock registered pursuant to the
      Securities Act of 1933, as amended, those of the second class to expire as
      of the second annual meeting of the Corporation's stockholders following
      such closing, and those of the third class as of the third annual meeting
      of the Corporation's stockholders following such closing, such that at
      each annual meeting of stockholders after such closing, nominees will
      stand for election to succeed those directors whose terms are to expire as
      of such meeting. Any director serving as such pursuant to this paragraph
      (a) of Article FIFTH may be removed only for cause and only by the vote of
      the holders of a majority of the shares of the Corporation's stock
      entitled to vote for the election of directors.

            (b) Except as the DGCL or the Corporation's by-laws may otherwise
      require, in the interim between annual meetings of stockholders or special
      meetings of stockholders called for the election of directors and/or for
      the removal of one or more directors and for the filling of any vacancy in
      that connection, any vacancies in the Board of Directors, including
      unfilled vacancies resulting from the removal of directors for cause, may
      be filled by the vote of a majority of the remaining directors then in
      office, although less than a quorum, or by the sole remaining director.

            (c) If the office of any director becomes vacant by reason of death,
      resignation, disqualification, removal, failure to elect, or otherwise,
      the remaining directors, although more or less than a quorum, by a
      majority vote of such remaining directors may elect a successor or
      successors who shall hold office for the unexpired term.

            (d) The Board of Directors shall have the power and authority: (i)
      to adopt, amend or repeal the Corporation's by-laws, subject only to such
      limitations, if any, as may be from time to time imposed by other
      provisions of this Restated Certificate of Incorporation, by law, or by
      the Corporation's by-laws; and (ii) to the full extent permitted or not
      prohibited by law, and without the consent of or other action by the
      stockholders, to authorize or create mortgages, pledges or other liens or
      encumbrances upon any or all of the assets, real, personal or mixed, and
      franchises of the Corporation, including after-acquired property, and to
      exercise all of the powers of the Corporation in connection therewith.

      SIXTH: No director of the Corporation shall be personally liable to the
Corporation or to any of its stockholders for monetary damages for breach of
fiduciary duty as a director, notwithstanding any provision of law imposing such
liability; provided, however, that to the extent required from time to time by
applicable law, this Article Sixth shall not eliminate or limit the liability of
a director, to the extent such liability is provided by applicable law, (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the DGCL, or (iv) for any transactions from which the director derived an
improper personal benefit. No amendment to or repeal of this Article Sixth shall
apply to or have any effect on the liability or alleged liability of any
director for or with respect to any acts or omissions of such director occurring
prior to the effective date of such amendment or repeal.

      SEVENTH: The Corporation shall, to the fullest extent permitted by Section
145 of the DGCL and as further provided in its by-laws, each as amended from
time to time, indemnify each person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was, or has agreed to become, a director or officer of the
Corporation, or is or was serving, or has agreed to serve, at the request of the
Corporation, as a director, officer or trustee of, or in a similar capacity
with, another corporation, partnership, joint venture, trust or other enterprise
(including any employee benefit plan), or by reason of any action alleged to
have been taken or omitted in such capacity, against all expenses (including
attorneys' fees), judgements, fines and amounts paid in settlement actually and
reasonably incurred by him or on his behalf in connection with such action, suit
or proceeding and any appeal therefrom.

      Indemnification may include payment by the Corporation of expenses in
defending an action or proceeding in advance of the final disposition of such
action or proceeding upon receipt of an undertaking by the person indemnified to
repay such payment if it is ultimately determined that such person is not
entitled to indemnification under this Article Seventh, which undertaking may be
accepted without reference to the financial ability of such person to make such
repayment.

      The Corporation shall not indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person unless the initiation thereof was approved by the Board of
Directors.

      The indemnification rights provided in this Article Seventh (i) shall not
be deemed exclusive of any other rights to which those indemnified may be
entitled under any law, agreement or vote of stockholders or disinterested
directors or otherwise, and (ii) shall inure to the benefit of the heirs,
executors and administrators of such persons. The Corporation may, to the extent
authorized from time to time by its Board of Directors, grant indemnification
rights to other

employees or agents of the Corporation or other persons serving the Corporation
and such rights may be equivalent to, or greater or less than, those set forth
in this Article Seventh.

      EIGHTH: Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of the Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the Corporation under the
provisions of Section 291 of the DGCL; or on the application of trustees in
dissolution or of any receiver or receivers appointed for the Corporation under
the provisions of Section 279 of the DGCL, order a meeting of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of the
Corporation, as the case may be, to be summoned in such a manner as the said
court directs. If a majority of the number representing three-fourths (3/4ths)
in value of the creditors or class of creditors, and/or of the stockholders or
class of stockholders of the Corporation, as the case may be, agree to any
compromise or arrangement and to any reorganization of the Corporation as a
consequence of such compromise or arrangement, the compromise or arrangement and
the said reorganization shall, if sanctioned by the court to which the said
application has been made, be binding on all creditors or class of creditors,
and/or stockholders or class of stockholders of the Corporation, as the case may
be, and also on the Corporation.

      NINTH: The Board of Directors, when considering a tender offer or merger
or acquisition proposal, may take into account factors in addition to potential
economic benefits to stockholders, including without limitation (i) comparison
of the proposed consideration to be received by stockholders in relation to the
then current market price of the Corporation's capital stock, the estimated
current value of the Corporation in a freely negotiated transaction, and the
estimated future value of the Corporation as an independent entity and (ii) the
impact of such a transaction on the employees, suppliers, and customers of the
Corporation and its effect on the communities in which the Corporation operates.

      TENTH: Any action required or permitted to be taken by the stockholders of
the Corporation may be taken only at a duly called annual or special meeting of
the stockholders, and not by written consent in lieu of such a meeting, in which
such action is properly brought before such meeting. Special meetings of
stockholders may be called only by the Chairman of the Board of Directors, the
President, or a majority of the Board of Directors.

      ELEVENTH: The affirmative vote of the holders of at least sixty seven
percent (67%) of the outstanding voting stock of the Corporation (in addition to
any separate class vote that may in the future be required pursuant to the terms
of any outstanding Preferred Stock) shall be required to amend or repeal the
provisions of Articles Fourth (only to the extent it relates to the authority of
the Board of Directors to issue shares of Preferred Stock in one or more series,
the terms of which may be determined by the Board of Directors), Fifth, Seventh,
Tenth, or Eleventh of this Restated Certificate of Incorporation or to reduce
the numbers of authorized shares of Common Stock or Preferred Stock.


            [The remainder of this page is left intentionally blank.]

      Executed on ____________


                                    AMICUS THERAPEUTICS, INC.


                                    By: _________________________________
                                    Name:
                                    Title:

                                                                     EXHIBIT 3.3

                                     BYLAWS

                                       OF

                            AMICUS THERAPEUTICS, INC.

                                   ARTICLE 1
                                    OFFICES

      SECTION 1.01. Registered Office. The registered office of Amicus
Therapeutics, Inc., a Delaware corporation (the "Company"), in the State of
Delaware shall be located at Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, County of New Castle. The name and address of the
Company's registered agent at such address is The Corporation Trust Company,
Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, 19801.

      SECTION 1.02. Other Offices. The Company may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Company may
require.

      SECTION 1.03. Books. The books of the Company may be kept within or
without the State of Delaware as the Board of Directors may from time to time
determine or the business of the Company may require.

                                    ARTICLE 2

                            MEETINGS OF STOCKHOLDERS

      SECTION 2.01. Time and Place of Meetings. (a) All meetings of stockholders
shall be held at such place, either within or without the State of Delaware, on
such date and at such time as may be determined from time to time by the Board
of Directors (or the Chairman in the absence of a designation by the Board of
Directors).

      (b) The Board of Directors, in its sole discretion, may determine that
such meetings be held solely by means of remote communication, For any meeting
of stockholders to be held by remote communication, the Company shall (i)
implement reasonable measures to verify that each person deemed present and
permitted to vote at the meeting by remote communication is a stockholder or
proxyholder, (ii) implement reasonable measures to provide such stockholders and
proxyholders a reasonable opportunity to participate in the meeting and to vote
on matters submitted to the stockholders, including an opportunity to read or
hear the proceedings of the meeting substantially concurrently with such
proceedings, and (iii) if any stockholder or proxyholder votes or takes other
action at the meeting by means of remote communication, a record of such vote or
other action shall be maintained by the Company.



      SECTION 2.02. Annual Meetings. An annual meeting of stockholders,
commencing with the year 2003 shall be held for the election of directors and
for the transaction of such other business as may properly be brought before
such meeting. Stockholders may, unless the Certificate of Incorporation
otherwise provides, act by written consent to elect directors: provided,
however, that, if such consent is less than unanimous, such action by written
consent may be in lieu of holding an annual meeting only if all of the
directorships to which directors could be elected at an annual meeting held at
the effective time of such action are vacant and arc filled by such action.

      SECTION 2.03. Special Meetings. Special meetings of stockholders for any
proper purpose or purposes may be called at any time by the Board of Directors
or the Chairman of the Board of Directors and shall be called by the Secretary
of the Company whenever the stockholders of record owning a majority of the then
issued and outstanding capital stock of the Company entitled to vote on matters
to be submitted to stockholders of the Company shall request therefor (either by
written instrument signed by a majority, by resolution adopted by a vote of the
majority or by a ballot submitted by electronic transmission, provided that any
such electronic transmission shall set forth or be submitted with information
from which it can be determined that the electronic transmission was authorized
by the stockholder or proxyholder). Any such written request shall state a
proper purpose or purposes of the meeting and shall be delivered to the
President or Secretary of the Company.

      SECTION 2.04. Notice of Meetings and Adjourned Meetings; Waivers of
Notice. (a) Whenever stockholders are required or permitted to take any action
at a meeting, a notice of the meeting of stockholders shall be given which shall
state the hour, means of remote communication, if any, date and place, if any,
thereof, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called shall, and in the case of an annual meeting may,
also be stated in such notice. Unless otherwise provided by law, such notice
shall be delivered either personally or by mail, not less than ten (10) nor
more than sixty (60) days before the date of the meeting, to each stockholder of
record entitled to vote at such meeting. Unless these bylaws otherwise require,
when a meeting is adjourned to another time or place (whether or not a quorum is
present), notice need not be given of the adjourned meeting if the time and
place thereof are announced at the meeting at which the adjournment is taken. At
the adjourned meeting, the Company may transact any business which might have
been transacted at the original meeting. If the adjournment is for more than 30
days, or after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.

      (b) A written waiver of any such notice signed by the person entitled
thereto, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of an individual at a meeting in person, by
proxy, or by remote communication shall constitute a waiver of notice of such
meeting, except when the person attends the meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Business transacted at
any special meeting of stockholders shall be limited to the purposes stated in
the notice.

                                       2


      SECTION 2.05. Quorum. Unless otherwise provided under the Certificate of
Incorporation or these bylaws and subject to Delaware Law, the presence, in
person, by proxy, or by remote communication, of the holders of record of a
majority of the then issued and outstanding capital stock of the Company
entitled to vote at a meeting of stockholders shall be necessary and sufficient
to constitute a quorum for the transaction of business. If, however, such quorum
shall not be present or represented at any meeting of the stockholders, any
officer entitled to preside at or act as secretary of a meeting of stockholders
shall adjourn the meeting, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified.

      SECTION 2.06. Voting and Proxies. (a) Unless otherwise provided in the
Certificate of Incorporation and subject to Delaware Law, the holder of Common
Stock of the Company shall be entitled to one vote for each then issued and
outstanding share of Common Stock held by such stockholder. Any share of
Preferred Stock of the Company, unless otherwise provided for in its certificate
of designation, and any share of capital stock of the Company held by the
Company shall have no voting rights. Unless otherwise provided in Delaware Law,
the Certificate of Incorporation or these bylaws, the affirmative vote of a
majority of the shares of Common Stock of the Company present, in person, by
means of remote communication, or by written proxy, at a meeting of stockholders
and entitled to vote on the subject matter shall be the act of the stockholders.

      (b) Any stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent to a corporate action in writing without a meeting
may authorize another person or persons to act for him by written proxy,
provided that the instrument authorizing such proxy to act shall have been
executed in writing (which shall include faxing, telegraphing or cabling) or by
electronic transmission by the stockholder himself or by such stockholder's duly
authorized attorney and no such proxy shall be voted or acted upon after three
(3) years from its date of authorization, unless the proxy provides for a longer
period.

      SECTION 2.07. Action by Consent. (a) Unless otherwise provided in the
Certificate of Incorporation, any action required to be taken at any annual or
special meeting of stockholders, or any action which may be taken at any annual
or special meeting of stockholders, may be taken without a meeting, without
prior notice and without a vote, if a consent or consents in writing, setting
forth the action so taken, shall be signed by the holders of outstanding capital
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the Company by
delivery to its registered office in Delaware, its principal place of business,
or an officer or agent of the Company having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to the
Company's registered office shall be by hand or by certified or registered mail,
return receipt requested. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing and who, if the action had been
taken at a meeting, would have been entitled to notice of the meeting if the
record date for such meeting had been the date that written consents signed by a
sufficient

                                       3


number of stockholders to take the action were delivered to the Company as
provided in Section 2.07(b).

      (b) Every written consent shall bear the date of signature of each
stockholder who signs the consent, and no written consent shall be effective to
take the corporate action referred to therein unless, within sixty (60) days of
the earliest dated consent delivered in the manner required by this Section and
Delaware Law to the Company, written consents signed by a sufficient number of
holders to take action are delivered to the Company by delivery to its
registered office in Delaware, its principal place of business, or an officer or
agent of the Company having custody of the book in which proceedings of meetings
of stockholders are recorded. Delivery made to the Company's registered office
shall be by hand or by certified or registered mail, return receipt requested.

      (c) A telegram, cablegram or other electronic transmission consenting to
an action to be taken and transmitted by a stockholder or proxyholder, or by a
person or persons authorized to act for a stockholder or proxyholder, shall be
deemed to be written, signed and dated for the purpose of this Section 2.07,
provided that any such telegram, cablegram or other electronic transmission sets
forth or is delivered with information from which the Company can determine (i)
that the telegram, cablegram or other electronic transmission was transmitted by
the stockholder or proxyholder or by a person or persons authorized to act for
the stockholder or proxyholder, and (ii) the date on which such stockholder or
proxyholder or authorized person or persons transmitted such telegram, cablegram
or electronic transmission. The date on which such telegram, cablegram or
electronic transmission is transmitted shall be deemed to be the date on which
such consent was signed. No consent given by telegram, cablegram or other
electronic transmission shall be deemed to have been delivered until such
consent is reproduced in paper form and until such paper form shall be delivered
to the Company by delivery to its registered office, its principal place of
business or an officer or agent of the Company having custody of the book in
which proceedings of meetings of stockholders are recorded. Delivery made to the
Company's registered office for written consents shall be made by hand or by
certified or registered mail, return receipt requested. Notwithstanding the
foregoing limitations on delivery, consents given by telegram, cablegram or
other electronic transmission may be otherwise delivered to the principal place
of business of the Company or to an office or agent of the Company having
custody of the book in which proceedings of meetings of stockholders are
recorded if, to the extent and in the manner provided by resolution of the Board
of Directors.

      (d) Any copy, facsimile or other reliable reproduction of a consent in
writing may be substituted or used in lieu of the original writing for any and
all purposes for which the original writing could be used, provided that such
copy, facsimile or other reproduction shall be a complete reproduction of the
entire original writing.

      SECTION 2.08. Organization. At each meeting of stockholders, the Chairman
of the Board of Directors, if one shall have been elected, or in his absence or
if one shall not have been elected, the director designated by the vote of the
majority of the shareholders present at such meeting, shall act as chairman of
the meeting. The Secretary of the Company (or in his absence or inability to
act, the person whom the chairman of the meeting shall appoint secretary of the
meeting) shall act as secretary of the meeting and keep the minutes thereof.

                                       4


      SECTION 2.09. Order of Business. The order of business at all meetings of
stockholders shall be as determined by the chairman of the meeting.

      SECTION 2.10. Inspectors of Election. (a) The Board of Directors, in
advance of any meeting of the stockholders, may appoint one or more inspectors
to act at the meeting or any adjournment thereof. If any of the inspectors so
appointed shall fail to appear or act or if inspectors shall not have been so
appointed, the person presiding at a meeting of the stockholders may, and on the
request of any stockholder entitled to vote thereat shall, appoint one or more
inspectors. Each inspector, before entering upon the discharge of his or her
duties, shall take and sign an oath faithfully to execute the duties of
inspector at such meeting with strict impartiality and according to the best of
his or her ability.

      (b) The inspectors, if so appointed, shall determine the number of shares
of capital stock outstanding and the voting power of each, the shares
represented at the meeting, the existence of a quorum, and the validity and
effect of proxies, and shall receive votes, ballots or consents, hear and
determine all challenges and questions arising in connection with the right to
vote, count and tabulate all votes, ballots or consents, determine the result,
and do such acts as are proper to conduct the election or vote with fairness to
all stockholders. On request of the person presiding at the meeting or any
stockholder entitled to vote thereat, the inspectors shall make a report in
writing of any challenge, question or matter determined by them and execute a
certificate of any fact found by them. No director or candidate for office shall
act as an inspector of an election of directors.

      SECTION 2.11. Lists of Stockholders. The officer who has charge of the
stock ledger of the Company shall prepare and make, at least ten (10) days
before every meeting of the stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, showing the
address of each stockholder and the number and class of shares held by each.
Nothing contained in this Section 2.11 shall require the Company to include
electronic mail addresses or other electronic contact information on such list.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting for a period of at least ten (10) days prior to the
meeting: (i) on a reasonably accessible electronic network, provided that the
information required to gain access to such list is provided with the notice of
the meeting, or (ii) during ordinary business hours, at the principal place of
business of the Company. In the event that the Company determines to make the
list available on an electronic network, the Company may take reasonable steps
to ensure that such information is available only to stockholders of the
Company. If the meeting is to be held at a place, then the list shall be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present. If the meeting
is to be held solely by means of remote communication, then the list shall also
be open to the examination of any stockholder during the whole time of the
meeting on a reasonably accessible electronic network, and the information
required to access such list shall be provided with the notice of the meeting.

                                       5


                                    ARTICLE 3

                                    DIRECTORS

      SECTION 3.01. General Powers. Except as otherwise provided in Delaware Law
or the Certificate of Incorporation, the business and affairs of the Company
shall be managed by or under the direction of the Board of Directors.

      SECTION 3.02. Number, Election and Term of Office, (a) The number of
directors which shall constitute the whole Board shall be fixed from time to
time by resolution of the Board of Directors but shall not be fewer than three
(3) nor more than twelve (12). The directors shall be elected at the annual
meeting of the stockholders, and each director so elected shall hold office
until Ms successor is elected and qualified or until his earlier death,
resignation or removal Directors need not be stockholders. The Board of
Directors shall initially consist of one (1) director.

      (b) All elections of directors shall be held by written ballot, except as
provided in the Certificate of Incorporation, or Section 2.02 and Section 3.12
herein; if authorized by the Board of Directors, such requirement of a written
ballot shall be satisfied by a ballot submitted by electronic transmission,
provided that any such electronic transmission must either set forth or be
submitted with information from which it can be determined that the electronic
transmission was authorized by the stockholder or proxy holder.

      SECTION 3.03. Quorum and Manner of Acting. Unless the Certificate of
Incorporation or these bylaws require a greater number, a majority of the total
number of directors shall constitute a quorum for the transaction of business,
and the affirmative vote of a majority of the directors deemed to be present at
a meeting at which a quorum is present shall be the act of the Board of
Directors. When a meeting is adjourned to another time or place, if any (whether
or not a quorum is present), notice need not be given of the adjourned meeting
if the time and place thereof are announced at the meeting at which the
adjournment is taken. At the adjourned meeting, (he Board of Directors may
transact any business which might have been transacted at the original meeting.
If a quorum shall not be present at any meeting of the Board of Directors the
directors present thereat shall adjourn the meeting, from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

      SECTION 3.04. Time and Place of Meetings. The Board of Directors shall
hold its meetings at such place, either within or without the State of Delaware,
or by remote communication, and at such time as may be determined from time to
time by the Board of Directors (or the Chairman in the absence of a
determination by the Board of Directors).

      SECTION 3.05. Annual Meeting. The Board of Directors shall meet for the
purpose of organization, the election of officers and the transaction of other
business, as soon as practicable alter each annual meeting of stockholders, on
the same day and at the same place where such annual meeting shall be held.
Notice of such meeting need not be given. In the event such annual meeting is
not so held, the annual meeting of the Board of Directors may be held at such
place either within or without the State of Delaware, or by remote
communication, on such date

                                       6


and at such time as shall be specified in a notice thereof given as hereinafter
provided in Section 3.07 herein or in a waiver of notice thereof signed BY any
director who chooses to waive the requirement of notice.

      SECTION 3.06. Regular Meetings. After the place and time of regular
meetings of the Board of Directors shall have been determined and notice thereof
shall have been once given to each member of the Board of Directors, regular
meetings may be held without further notice being given. Regular meetings shall
be held at least quarterly for each calendar year.

      SECTION 3.07. Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the Board or the President and shall be called
by the Chairman of the Board, President or Secretary on the written request of a
majority of the directors. Notice of special meetings of the Board of Directors
shall be given to each director at least one (1) day before the date of the
meeting in such manner as is determined by the Board of Directors. A written
waiver of any such notice, signed by the director entitled hereto, whether
before or after the time stated therein, shall be deemed equivalent to notice.
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting, except when the director attends the meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened.

      SECTION 3.08. Committees. The Board of Directors may, by resolution passed
by a majority of the whole Board, designate one or more committees, each
committee to consist of one or more of the directors of the Company. The Board
of Directors shall establish and maintain a compensation committee, a budget
committee and an audit committee. The Board of Directors may designate one or
more directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of the committee. In the absence or
disqualification of a member of a committee, the member or members present at
any meeting and not disqualified from voting, whether or not such member or
members constitute a quorum, may unanimously appoint another member of the Board
of Directors to act at the meeting in the place of any such absent or
disqualified member. Any such committee, to the extent provided in the
resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the Company, and may authorize the seal of the Company to be affixed
to all papers which may require it; but no such committee shall have the power
or authority in reference to the following matters: (i) approving or adopting,
or recommending to the stockholders, any action or matter expressly required by
Delaware Law to be submitted to the stockholders for approval, (ii) adopting,
amending or repealing any bylaw of the Company, (iii) amending the Certificate
of Incorporation, (iv) adopting an agreement of merger or consolidation, (v)
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the Company's property and assets, or (vi) recommending to
the stockholders a dissolution of the Company or a revocation of a dissolution
and unless the resolution of the Board of Directors or the Certificate of
Incorporation expressly so provide, no such committee shall have the power or
authority to declare a dividend or to authorize the issuance of stock. Each
committee shall keep regular minutes of its meetings and report the same to the
Board of Directors when required.

                                       7


      SECTION 3.09. Action by Consent. Unless otherwise restricted by the
Certificate of Incorporation or these bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of the Board or committee, as the
case may be, consent thereto in writing or by electronic transmission, and the
writing or writings or electronic transmission or transmissions are filed with
the minutes of the proceedings of the Board, or committee. Such filings shall be
in paper form if the minutes are maintained in paper form and shall be in
electronic form if the minutes are maintained in electronic form.

      SECTION 3.10. Telephonic or Electronic Meetings. Unless otherwise
restricted by the Certificate of Incorporation or these bylaws, members of the
Board of Directors, or any committee designated by the Board of Directors, may
participate in a meeting of the Board of Directors, or such committee, as the
case may be. by means of conference telephone, remote communication, or similar
communications equipment by means of which all persons participating in the
meeting can hear, speak, and/or communicate with each other, and such
participation in a meeting shall constitute presence in person at the meeting.

      SECTION 3.11. Resignation. Any director may resign at any time by giving
written notice to the Board of Directors or to the Secretary of the Company. The
resignation of any director shall take effect upon receipt of notice thereof or
at such later lime as shall be specified in such notice; and unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

      SECTION 3.12. Vacancies. Unless otherwise provided in the Certificate of
Incorporation, vacancies and newly created directorships resulting from any
increase in the authorized number of directors to be elected by all the
stockholders having the right to vote as a single class may be filled by a
majority of the directors then in office, although less than a quorum, or by a
sole remaining director. Whenever the holders of any class or classes of stock
or series thereof are entitled to elect one or more directors by the Certificate
of Incorporation, vacancies and newly created directorships of such class or
classes or series may be filled by a majority of directors elected by such class
or classes or series thereof then in office, or by a sole remaining director so
elected. Each director so chosen shall hold office until his successor is
elected and qualified, or until his earlier death, resignation or removal. If
there are no directors in office, then an election of directors may be held in
accordance with Delaware Law. Unless otherwise provided in the Certificate of
Incorporation, when one or more directors shall resign from the Board of
Directors, effective at a future date, a majority of the directors then in
office shall have the power to fill such vacancy or vacancies, the vote thereon
to take effect when such resignation or resignations shall become effective, and
each director so chosen shall hold office as provided in the filling of other
vacancies.

      SECTION 3.13. Removal. Any director or the entire Board of Directors may
be removed, with or without cause, at any time by the affirmative vote of the
holders of a majority of (he outstanding capital stock of the Company entitled
to vote and the vacancies thus created may be filled in accordance with Section
3.12 herein.

                                       8


      SECTION 3.14. Compensation. Unless otherwise restricted by the Certificate
of Incorporation or these bylaws, the Board of Directors shall have authority to
fix the compensation of directors, including fees and reimbursement of expenses.

                                    ARTICLE 4

                                    OFFICERS

      SECTION 4.01. Principal Officers. The principal officers of the Company
shall be a President and Chief Executive Officer, one or more Vice Presidents, a
Treasurer and a Secretary who shall have the duty, among other things, to record
the proceedings of the meetings of stockholders and directors in a book kept for
that purpose. The Company may also have such other principal officers, including
one or more Controllers, as the Board of Directors may in its discretion
appoint. One person may hold the offices and perform the duties of any two or
more of said offices.

      SECTION 4.02. Election, Term of Office and Remuneration. The principal
officers of the Company shall be elected annually by the Board of Directors at
the annual meeting thereof. Each such officer shall hold office until his
successor is elected and qualified, or until his earlier death, resignation or
removal. The remuneration of all officers of the Company shall be fixed by the
Board of Directors. Any vacancy in any office shall be filled in such manner as
the Board of Directors shall determine.

      SECTION 4.03. Subordinate Officers, In addition to the principal officers
enumerated in Section 4.01 herein, the Company may have one or more Assistant
Treasurers, Assistant Secretaries and Assistant Controllers and such other
subordinate officers, agents and employees as the Board of Directors may deem
necessary, each of whom shall hold office for such period as the Board of
Directors may from time to time determine. The Board of Directors may delegate
to any principal officer the power to appoint and to remove any such subordinate
officers, agents or employees.

      SECTION 4.04. Removal. Except as otherwise permitted with respect to
subordinate officers, any officer may be removed, with or without cause, at any
time, by resolution adopted by the Board of Directors.

      SECTION 4.05. Resignations. Any officer may resign at any time by giving
written notice to the Board of Directors (or to a principal officer if the Board
of Directors has delegated lo such principal officer the power to appoint and to
remove such officer). The resignation of any officer shall lake effect upon
receipt of notice thereof or at such later time as shall be specified in such
notice; and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

      SECTION 4.06. Powers and Duties. The officers of the Company shall have
such powers and perform such duties incident to each of their respective offices
and such other duties as may from time to time be conferred upon or assigned to
them by the Board of Directors.

                                       9


                                    ARTICLE 5

             EXECUTION OF INSTRUMENTS AND DEPOSIT OF CORPORATE FUNDS

      SECTION 5.01. Execution of Instruments Generally. The Board of Directors
may authorize any officer or officers, or agent or agents, to enter into any
contract or execute and deliver any instrument in the name and on behalf of the
Company, and such authorization may be general or confined to specific
instances.

      SECTION 5.02. Borrowing. No loans or advance shall be obtained or
contracted for, by or on behalf of the Company and no negotiable paper shall be
issued in its name, unless and except as authorized by the Board of Directors.
Such authorization may be general or confined to specific instances. Any officer
or agent of the Company thereunto so authorized may obtain loans and advances
for the Company, and for such loans and advances may make, execute and deliver
promissory notes, bonds, or other evidences of indebtedness of the Company. Any
officer or agent of the Company thereunto so authorized may pledge, hypothecate
or transfer as security for the payment of any and all loans, advances,
indebtedness and liabilities of the Company, any and all stocks, bonds, other
securities and other personal property at any time held by the Company, and to
that end may endorse, assign and deliver the same and do every act and thing
necessary or proper in connection therewith.

      SECTION 5.03. Deposits. All funds of the Company not otherwise employed
shall be deposited from time to time to its credit in such banks or trust
companies or with such bankers or other depositories as the Board of Directors
may select, or as may be selected by any officer or officers or agent or agents
authorized so to do by the Board of Directors. Endorsements for deposit to the
credit of the Company in any of its duly authorized depositories shall be made
in such manner as the Board of Directors from time to time may determine.

      SECTION 5.04. Checks, Drafts, etc. All checks, drafts or other orders for
the payment of money. and all notes or other evidences of indebtedness issued in
the name of the Company, shall be signed by such officer or officers or agent or
agents of the Company, and in such mariner, as from time to time shall be
determined by the Board of Directors.

      SECTION 5.05. Proxies. Proxies to vote with respect to shares of stock of
other corporations owned by or standing in the name of the Company may be
executed and delivered from time to time on behalf of the Company by the
President or by any other person or persons thereunto authorized by the Board of
Directors.

      SECTION 5.06. Other Contracts and Instruments. All other contracts and
instruments binding the Company shall be executed in the name and on the behalf
of the Company by those officers, employees or agents of the Company as may be
authorized by the Board of Directors. That authorization may be general or
confirmed to specific instances.

                                       10


                                    ARTICLE 6

                              CERTIFICATES OF STOCK

      SECTION 6.01. Form and Execution of Certificates. The interest of each
stockholder of the Company shall be evidenced by a certificate or certificates
for shares of stock in such form as the Board of Directors may from time to time
prescribe. The certificates of stock of each class shall be consecutively
numbered and signed by the Chairman of the Board, the Chief Executive Officer,
the President or a Vice President, and by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary, and shall bear the
corporate seal or a printed or engraved facsimile thereof. Any or all of the
signatures on the certificate may be a facsimile. The Board of Directors shall
have the power to appoint one or more transfer agents and/or registrars for the
transfer or registration of certificates of stock of any class, and may require
stock certificates to be countersigned or registered by one or more of such
transfer agents and/or registrars.

      SECTION 6.02. Transfer of Shares. The shares of the stock of the Company
shall be transferrable on the books of the Company by the holder thereof in
person or by his or her attorney lawfully constituted, upon surrender for
cancellation of certificates for the same number of shares, with an assignment
and power of transfer endorsed thereon or attached thereto, duly executed, with
such proof or guaranty of the authenticity of the signature as the Company or
its agents may reasonably require. A record shall be made of each transfer.
Whenever any transfer of shares shall be made for collateral security, and not
absolutely, it shall be so expressed in the entry of the transfer if, when the
certificates are presented, both the transferor and transferee request the
Company to do so. The Board of Directors shall have the power and authority to
make such rules and regulations as it may deem necessary or proper concerning
the issue, transfer and registration of certificates for shares of stock of the
Company.

      SECTION 6.03. Closing of Transfer Books. The stock transfer books of the
Company may, if deemed appropriate by the Board of Directors, be closed for such
length of time not exceeding fifty (50) days as the Board may determine,
preceding the date of any meeting of stockholders or the date for the payment of
any dividend or the date for the allotment of rights or the date when the
issuance, change, conversion or exchange of capital stock shall go into effect,
during which time no transfer of stock on the books of the Company may be made.

      SECTION 6.04. Fixing the Record Date. (a) In order that the Company may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which record
date shall not be more than sixty (60) nor less than ten (10) days before the
date of such meeting. If no record date is fixed by the Board of Directors, the
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held. A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting,
provided that the Board of Directors may fix a new record date for the adjourned
meeting.

                                       11


      (b) In order that the Company may determine the stockholders entitled to
consent to corporate action in writing without a meeting, the Board of Directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the Board of Directors, and
which date shall not be more than ten (10) days after the date upon which the
resolution fixing the record date is adopted by the Board of Directors. If no
record date has been fixed by the Board of Directors, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is required by
Delaware Law, shall be the first date on which a signed written consent setting
forth the action taken or proposed to be taken is delivered to the Company by
delivery to its registered office in Delaware, its principal place of business,
or an officer or agent of the Company having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to the
Company's registered office shall be by hand or by certified or registered mail,
return receipt requested. If no record date has been fixed by the Board of
Directors and prior action by the Board of Directors is required by Delaware
Law, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting shall be at the close of business
on the day on which the Board of Directors adopts the resolution taking such
prior action.

      (c) In order that the Company may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
or the stockholders entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful action,
the Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted,
and which record date shall be not more than sixty (60) days prior to such
action. If no record date is fixed, the record date for determining stockholders
for any such purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto.

      SECTION 6.05. Lost or Destroyed Certificates. A new certificate of stock
may be issued in the place of any certificate previously issued by the Company,
alleged to have been lost, stolen, destroyed or mutilated, and the Board of
Directors may, in its discretion, require the owner of such lost, stolen,
destroyed or mutilated certificate, or his or her legal representative, to give
the Company a bond, in such sum as the Board of Directors may direct, in order
to indemnify the Company against any claims that may be made against it in
connection therewith.

                                    ARTICLE 7

                                 INDEMNIFICATION

      SECTION 7.01 Indemnification. (a) A director of the Company shall not be
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director to the fullest extent permitted by Delaware Law.
The foregoing shall not eliminate or limit any liability that may exist with
respect to (i) a breach of the director's duty of loyalty to the Company or its
stockholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) liability under
Section 174 of Delaware Law, or (iv) a transaction from which the director
derived an improper personal

                                       12


benefit.

      (b) (1) Each person (and the heirs, executors or administrators of such
person) who was or is a party or is threatened to be made a party to, or is
involved in any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that such person is or was a director or officer of the Company or is or was
serving at the request of the Company as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise, shall be
indemnified and held harmless by the Company to the fullest extent permitted by
Delaware Law. The right to indemnification conferred in this Article 7 shall
also include the right to be paid by the Company the expenses incurred in
connection with any such proceeding in advance of its final disposition to the
fullest extent authorized by Delaware Law. The right to indemnification
conferred in this Article 7 shall be a contract right.

      (2) The Company may, by action of its Board of Directors, provide
indemnification to such of the employees and agents of the Company to such
extent and to such effect as the Board of Directors shall determine to be
appropriate and authorized by Delaware Law.

      (c) The Company shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against any expense, liability or loss incurred by
such person in any such capacity or arising out of his status as such, whether
or not the Company would have the power to indemnify him against such liability
under Delaware Law.

      (d) The rights and authority conferred in this Article 7 shall not be
exclusive of any other right which any person may otherwise have or hereafter
acquire.

      (c) Neither the amendment nor repeal of this Article 7 nor the adoption of
any provision of these bylaws or the Certificate of Incorporation of the
Company, nor, to the fullest extent permitted by Delaware Law, any modification
of law, shall eliminate or reduce the effect of this Article 7 in respect of any
acts or omissions occurring prior to such amendment, repeal, adoption or
modification.

                                    ARTICLE 8

                               GENERAL PROVISIONS

      SECTION 8.01. Dividends. Subject to limitations contained in Delaware Law
and the Certificate of Incorporation, the Board of Directors may declare and pay
dividends upon the shares of capital stock of the Company, which dividends may
be paid either in cash, in property or in shares of the capital stock of the
Company.

      SECTION 8.02. Year. The fiscal year of the Company shall commence on
January 1 and end on December 31 of each year.

                                       13


      SECTION 8.03. Corporate Seal. The corporate seal shall have inscribed
thereon the name of the Company, the year of its organization and the words
"Corporate Seal, Delaware". The seal may be used by causing it or a facsimile
thereof to be impressed, affixed or otherwise reproduced.

      SECTION 8.04. Voting of Stock Owned by the Company. The Board of Directors
may authorize any person, on behalf of the Company, to attend, vote at and grant
proxies to be used at any meeting of stockholders of any Company (except this
Company) in which the Company may hold stock.

      SECTION 8.05. Amendments. These bylaws or any of them, may be altered,
amended or repealed, or new bylaws may be made, by the stockholders entitled to
vote thereon at any annual or special meeting thereof or by the Board of
Directors.

      SECTION 8.06. Indemnification. The Company shall, to the fullest extent
permitted by the General Corporation Law of the State of Delaware, indemnify
members of the Board of Directors and may, if authorized by the Board, indemnify
its officers, employees and agents and any and all persons whom it shall have
power to indemnify against any and all expenses, liabilities or other matters.

      SECTION 8.07 Notice. (a) Whenever notice is required to be given by law,
the Certificate of Incorporation or these bylaws, such notice may be mailed or
given by a form of electronic transmission consented to by the person to whom
the notice is given. Any such consent shall be revocable by such person by
written notice to the Company. Any such consent shall be deemed revoked if (a)
the Company is unable to deliver by electronic transmission two consecutive
notices in accordance with such consent and (b) such inability becomes known to
the secretary or an assistant secretary of the Company or to the transfer agent
or other person responsible for the giving of notice; provided, however, the
inadvertent failure to treat such inability as a revocation shall not invalidate
any meeting or other action.

      (b) Notice given pursuant to these bylaws shall be deemed given: (i) if
mailed, when deposited in the United States mail, postage pre-paid, addressed to
the person entitled to such notice at his or her address as it appears on the
books and records of the Company, (ii) if by facsimile telecommunication, when
directed to a number at which such person has consented to receive notice;
(iii) if by electronic mail, when directed to an electronic mail address at
which such person has consented to receive notice; (iv) if by a posting on an
electronic network together with separate notice to such person of such specific
posting, upon the later of (A) such posting and (B) the giving of such separate
notice; and (v) if by any other form of electronic transmission, when directed
to such person. An affidavit of the Secretary or an Assistant Secretary or of
the transfer agent or other agent of the Company that the notice has been given
by a form of electronic transmission shall, in the absence of fraud, be prima
facie evidence of the facts stated herein.

      (c) For purposes of these bylaws, "electronic transmission" means any form
of communication, not directly involving the physical transmission of paper,
that creates a record

                                       14


that may be retained, retrieved, and reviewed by a recipient thereof, and that
may be directly reproduced in paper form by such a recipient through an
automated process.

      SECTION 8.08. Waiver of Notice. Whenever notice is required to be given by
law, the Certificate of Incorporation or these bylaws, a waiver thereof
submitted by electronic transmission or in writing signed by the person entitled
to notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of an individual at a meeting, in person, by
written proxy, or by means of remote communication, shall constitute a waiver of
notice of such meeting, except when the person attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened, and the
execution by a person of a consent in writing or by electronic transmission in
lieu of meeting shall constitute a waiver of notice of the action taken by such
consent. Neither the business to be transacted at, nor the purpose of, any
meeting of the stockholders, directors, or members of a committee of the Board
of Directors need be specified in any such waiver or notice.

                                       15

                                                                     Exhibit 3.4

                            AMICUS THERAPEUTICS, INC.

                          AMENDED AND RESTATED BY-LAWS


                              ARTICLE I. - GENERAL.

      1.1.  OFFICES.  The registered office of Amicus Therapeutics, Inc. (the
"Company") shall be in the City of Wilmington, County of New Castle, State of
Delaware.  The Company may also have offices at such other places both within
and without the State of Delaware as the board of directors of the Company
(the "Board of Directors") may from time to time determine or the business of
the Company may require.

      1.2.  SEAL.  The seal, if any, of the Company shall be in the form of a
circle and shall have inscribed thereon the name of the Company, the year of
its organization and the words "Corporate Seal, Delaware."

      1.3.  FISCAL YEAR.  The fiscal year of the Company shall be the period
from January 1 through December 31.

                           ARTICLE II. - STOCKHOLDERS.
                           --------------------------

      2.1.  PLACE OF MEETINGS.  Each meeting of the stockholders shall be
held upon notice as hereinafter provided, at such place as the Board of
Directors shall have determined and as shall be stated in such notice.

      2.2. ANNUAL MEETING. The annual meeting of the stockholders shall be held
each year on such date and at such time as the Board of Directors may determine.
At each annual meeting the stockholders entitled to vote shall elect such
members of the Board of Directors as are standing for election, by plurality
vote by ballot, and they may transact such other corporate business as may
properly be brought before the meeting. At the annual meeting any business may
be transacted, irrespective of whether the notice calling such meeting shall
have contained a reference thereto, except where notice is required by law, the
Company's certificate of incorporation (as amended from time to time, the
"Certificate of Incorporation"), or these by-laws.

      2.3. QUORUM. At all meetings of the stockholders the holders of a majority
of the stock issued and outstanding and entitled to vote thereat, present in
person or represented by proxy, shall constitute a quorum requisite for the
transaction of business except as otherwise provided by law, the Company's
Certificate of Incorporation, or these by-laws. Whether or not there is such a
quorum at any meeting, the chairman of the meeting or the stockholders entitled
to vote thereat, present in person or by proxy, by a majority vote, may adjourn
the meeting from time to time without notice other than announcement at the
meeting. If the adjournment is for more than thirty (30) days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting. At such adjourned meeting, at which the requisite amount of
voting stock shall be represented, any business may be transacted that might
have been transacted if the meeting had been held as originally called. The
stockholders present in person or by proxy at a duly called



meeting at which a quorum is present may continue to transact business until
adjournment, notwithstanding the withdrawal of enough stockholders to leave less
than a quorum.

      2.4. RIGHT TO VOTE; PROXIES. Subject to the provisions of the Company's
Certificate of Incorporation, each holder of a share or shares of capital stock
of the Company having the right to vote at any meeting shall be entitled to one
vote for each such share of stock held by him. Any stockholder entitled to vote
at any meeting of stockholders may vote either in person or by proxy, but no
proxy that is dated more than three years prior to the meeting at which it is
offered shall confer the right to vote thereat unless the proxy provides that it
shall be effective for a longer period. A proxy may be granted by a writing
executed by the stockholder or his authorized agent or by transmission or
authorization of transmission of a telegram, cablegram, or other means of
electronic transmission to the person who will be the holder of the proxy or to
a proxy solicitation firm, proxy support service organization, or like agent
duly authorized by the person who will be the holder of the proxy to receive
such transmission, subject to the conditions set forth in Section 212 of the
Delaware General Corporation Law, as it may be amended from time to time (the
"DGCL").

      2.5. VOTING. At all meetings of stockholders, except as otherwise
expressly provided for by statute, the Company's Certificate of Incorporation or
these by-laws, (i) in all matters other than the election of directors, the
affirmative vote of a majority of shares present in person or represented by
proxy at the meeting and entitled to vote on such matter shall be the act of the
stockholders and (ii) directors shall be elected by a plurality of the votes of
the shares present in person or represented by proxy at the meeting and entitled
to vote on the election of directors.

      2.6. NOTICE OF ANNUAL MEETINGS. Written notice of the annual meeting of
the stockholders shall be mailed to each stockholder entitled to vote thereat at
such address as appears on the stock books of the Company at least ten (10) days
(and not more than sixty (60) days) prior to the meeting. The Board of Directors
may postpone any annual meeting of the stockholders at its discretion, even
after notice thereof has been mailed. It shall be the duty of every stockholder
to furnish to the Secretary of the Company or to the transfer agent, if any, of
the class of stock owned by him and his post-office address, and to notify the
Secretary of any change therein. Notice need not be given to any stockholder who
submits a written waiver of notice signed by him before or after the time stated
therein. Attendance of a stockholder at a meeting of stockholders shall
constitute a waiver of notice of such meeting, except when the stockholder
attends the meeting for the express purpose of objecting, at the beginning of
the meeting, to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the stockholders need be specified
in any written waiver of notice.

      2.7. STOCKHOLDERS' LIST. A complete list of the stockholders entitled to
vote at any meeting of stockholders, arranged in alphabetical order and showing
the address of each stockholder, and the number of shares registered in the name
of each stockholder, shall be prepared by the Secretary and shall be open to the
examination of any stockholder, for any purpose germane to the meeting for a
period of at least ten days before such meeting (i) on a reasonably accessible
electronic network, provided that the information required to gain access to
such list is provided with the notice of the meeting, or (ii) during ordinary
business hours, at the principal place of business of the Company, and said list
shall be produced and kept at the time and place of such meeting during the
whole time of said meeting, and may be inspected by any stockholder who is
present at the place of said meeting, or, if the meeting is to be held solely by
means of remote communication, on a reasonably accessible electronic network and
the information required to access such list shall be provided with the notice
of the meeting.

                                      -2-



      2.8. SPECIAL MEETINGS. Special meetings of the stockholders for any
purpose or purposes, unless otherwise provided by statute, may be called only by
the Chairman of the Board of Directors, the President, or a majority of the
Board of Directors. Any such person or persons may postpone any special meeting
of the stockholders at its or their discretion, even after notice thereof has
been mailed.

      2.9. NOTICE OF SPECIAL MEETINGS. Written notice of a special meeting of
stockholders, stating the time and place and object thereof shall be mailed,
postage prepaid, not less than ten (10) nor more than sixty (60) days before
such meeting, to each stockholder entitled to vote thereat, at such address as
appears on the books of the Company. No business may be transacted at such
meeting except that referred to in said notice, or in a supplemental notice
given also in compliance with the provisions hereof, or such other business as
may be germane or supplementary to that stated in said notice or notices. Notice
need not be given to any stockholder who submits a written waiver of notice
signed by him before or after the time stated therein. Attendance of a
stockholder at a meeting of stockholders shall constitute a waiver of notice of
such meeting, except when the stockholder attends the meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the stockholders need be specified in any written waiver of notice.

      2.10.  INSPECTORS.
             ----------

      1. One or more inspectors may be appointed by the Board of Directors
before or at any meeting of stockholders, or, if no such appointment shall have
been made, the presiding officer may make such appointment at the meeting. At
the meeting for which the inspector or inspectors are appointed, he or they
shall open and close the polls, receive and take charge of the proxies and
ballots, and decide all questions touching on the qualifications of voters, the
validity of proxies, and the acceptance and rejection of votes. If any inspector
previously appointed shall fail to attend or refuse or be unable to serve, the
presiding officer shall appoint an inspector in his place.

      2. At any time at which the Company has a class of voting stock that is
(i) listed on a national securities exchange, (ii) authorized for quotation on
an inter-dealer quotation system of a registered national securities
association, or (iii) held of record by more than 2,000 stockholders, the
provisions of Section 231 of the DGCL with respect to inspectors of election and
voting procedures shall apply, in lieu of the provisions of paragraph 1 of this
Section 2.10.

      2.11. STOCKHOLDERS' CONSENT IN LIEU OF MEETING. Unless otherwise provided
in the Company's Certificate of Incorporation, any action required to be taken
at any annual or special meeting of stockholders of the Company, or any action
that may be taken at any annual or special meeting of such stockholders, may be
taken only at such a meeting, and not by written consent of stockholders.

      2.12. PROCEDURES. For nominations for election to the Board of Directors
or for other business to be properly brought by a stockholder before a meeting
of stockholders, the stockholder must first have given timely written notice
thereof to the Secretary of the Company. To be timely, a notice of nominations
or other business to be brought before an annual meeting of stockholders must be
delivered to the Secretary not less than 120 nor more than 150 days prior to the
first anniversary of the date of the Company's proxy statement delivered to

                                      -3-



stockholders in connection with the preceding year's annual meeting, or if the
date of the annual meeting is more than 30 days before or more than 60 days
after such anniversary, or if no proxy statement was delivered to stockholders
by the Company in connection with the preceding year's annual meeting, such
notice must be delivered not earlier than 90 days prior to such annual meeting
and not later than the later of (i) 60 days prior to the annual meeting or (ii)
10 days following the date on which public announcement of the date of such
annual meeting is first made by the Company. With respect to special meetings of
stockholders, such notice must be delivered to the Secretary not more than 90
days prior to such meeting and not later than the later of (i) 60 days prior to
such meeting or (ii) 10 days following the date on which public announcement of
the date of such meeting is first made by the Company. Such notice must contain
the name and address of the stockholder delivering the notice and a statement
with respect to the amount of the Company's stock beneficially and/or legally
owned by such stockholder, the nature of any such beneficial ownership of such
stock, the beneficial ownership of any such stock legally held by such
stockholder but beneficially owned by one or more others, and the length of time
for which all such stock has been beneficially and/or legally owned by such
stockholder, and information about each nominee for election as a director
substantially equivalent to that which would be required in a proxy statement
pursuant to the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated by the Securities and Exchange Commission thereunder,
and/or a description of the proposed business to be brought before the meeting,
as the case may be.

                            ARTICLE III. - DIRECTORS.
                            ------------------------

      3.1.  NUMBER OF DIRECTORS.
            -------------------

      1. Except as otherwise provided by law, the Company's Certificate of
Incorporation, or these by-laws, the property and business of the Company shall
be managed by or under the direction of the Board of Directors. Directors need
not be stockholders, residents of Delaware, or citizens of the United States.
The use of the phrase "whole board" herein refers to the total number of
directors which the Company would have if there were no vacancies.

      2. The number of directors constituting the full Board of Directors shall
be as determined by the Board of Directors from time to time. The Board of
Directors shall be divided into three classes of directors, as determined by the
Board of Directors, such classes to be as nearly equal in number of directors as
possible, having staggered three-year terms of office, the term of office of the
directors of the first such class to expire as of the first annual meeting of
the Company's stockholders following the closing of the initial public offering
of the Company's common stock, those of the second class to expire as of the
second annual meeting of the Company's stockholders following such closing, and
those of the third class as of the third annual meeting of the Company's
stockholders following such closing, such that at each annual meeting of
stockholders after such closing, nominees will stand for election to succeed
those directors whose terms are to expire as of such meeting. Members of the
Board of Directors shall hold office until the annual meeting of stockholders at
which their respective successors are elected and qualified or until their
earlier death, incapacity, resignation, or removal. Except as the DGCL or the
Company's Certificate of Incorporation may otherwise require, in the interim
between annual meetings of stockholders or special meetings of stockholders
called for the election of directors and/or for the removal of one or more
directors and for the filling of any vacancy in that connection, any vacancies
in the Board of Directors, including unfilled vacancies resulting from the
removal of directors for cause, may be filled by the vote of a majority of the
remaining directors then in office, although less than a quorum, or by the sole
remaining director.

      3. If the office of any director becomes vacant by reason of death,
resignation, disqualification, removal, failure to elect, or otherwise, the
remaining directors, although more or

                                      -4-



less than a quorum, by a majority vote of such remaining directors may elect a
successor or successors who shall hold office for the unexpired term.

      3.2. RESIGNATION. Any director of the Company may resign at any time by
giving written notice to the Chairman of the Board, the President, or the
Secretary of the Company. Such resignation shall take effect at the time
specified therein, at the time of receipt if no time is specified therein and at
the time of acceptance if the effectiveness of such resignation is conditioned
upon its acceptance. Unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

      3.3. REMOVAL. Except as may otherwise be provided by the DGCL or the
Company's Certificate of Incorporation, any director or the entire Board of
Directors may be removed only for cause and only by the vote of the holders of
a majority of the shares of the Company's stock entitled to vote for the
election of directors.

      3.4.  PLACE OF MEETINGS AND BOOKS.  The Board of Directors may hold
their meetings and keep the books of the Company outside the State of
Delaware, at such places as they may from time to time determine.

      3.5. GENERAL POWERS. In addition to the powers and authority expressly
conferred upon them by these by-laws, the Board of Directors may exercise all
such powers of the Company and do all such lawful acts and things as are not by
statute or by the Company's Certificate of Incorporation or by these by-laws
directed or required to be exercised or done by the stockholders.

      3.6. OTHER COMMITTEES. The Board of Directors may designate one or more
committees, by resolution or resolutions passed by a majority of the whole
board; such committee or committees shall consist of one or more directors of
the Company, and to the extent provided in the resolution or resolutions
designating them, shall have and may exercise specific powers of the Board of
Directors in the management of the business and affairs of the Company to the
extent permitted by statute and shall have power to authorize the seal of the
Company to be affixed to all papers that may require it. Such committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the Board of Directors.

      3.7. POWERS DENIED TO COMMITTEES. Committees of the Board of Directors
shall not, in any event, have any power or authority to amend the Company's
Certificate of Incorporation (except that a committee may, to the extent
authorized in the resolution or resolutions providing for the issuance of shares
adopted by the Board of Directors as provided in Section 151(a) of the DGCL, fix
the designations and any of the preferences or rights of such shares relating to
dividends, redemption, dissolution, any distribution of assets of the Company or
the conversion into, or the exchange of such shares for, shares of any other
class or classes or any other series of the same or any other class or classes
of stock of the Company or fix the number of shares of any series of stock or
authorize the increase or decrease of the shares of any series), adopt an
agreement of merger or consolidation, recommend to the stockholders the sale,
lease, or exchange of all or substantially all of the Company's property and
assets, recommend to the stockholders a dissolution of the Company or a
revocation of a dissolution, or to amend the by-laws of the Company. Further, no
committee of the Board of Directors shall have the power or authority to declare
a dividend, to authorize the issuance of stock, or to adopt a certificate of
ownership and merger pursuant to Section 253 of the DGCL, unless the resolution
or resolutions designating such committee expressly so provides.

                                      -5-



      3.8. SUBSTITUTE COMMITTEE MEMBER. In the absence or on the
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of such absent or disqualified
member. Any committee shall keep regular minutes of its proceedings and report
the same to the Board of Directors as may be required by the Board of Directors.

      3.9. COMPENSATION OF DIRECTORS. The Board of Directors shall have the
power to fix the compensation of directors and members of committees of the
Board. The directors may be paid their expenses, if any, of attendance at each
meeting of the Board of Directors and may be paid a fixed sum for attendance at
each meeting of the Board of Directors or a stated salary as director. No such
payment shall preclude any director from serving the Company in any other
capacity and receiving compensation therefore. Members of special or standing
committees may be allowed like compensation for attending committee meetings.

      3.10. REGULAR MEETINGS. No notice shall be required for regular meetings
of the Board of Directors for which the time and place have been fixed. Written,
oral, or any other mode of notice of the time and place shall be given for
special meetings in sufficient time for the convenient assembly of the directors
thereat. Notice need not be given to any director who submits a written waiver
of notice signed by him before or after the time stated therein. Attendance of
any such person at a meeting shall constitute a waiver of notice of such
meeting, except when he attends a meeting for the express purpose of objecting,
at the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
directors need be specified in any written waiver of notice.

      3.11. SPECIAL MEETINGS. Special meetings of the board may be called by the
Chairman of the Board, if any, or the President, on two (2) days notice to each
director, or such shorter period of time before the meeting as will nonetheless
be sufficient for the convenient assembly of the directors so notified; special
meetings shall be called by the Secretary in like manner and on like notice, on
the written request of two or more directors.

      3.12. QUORUM. At all meetings of the Board of Directors, a majority of the
whole board shall be necessary and sufficient to constitute a quorum for the
transaction of business, and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors, except as may be otherwise specifically permitted or provided by
statute, or by the Company's Certificate of Incorporation, or by these by-laws.
If at any meeting of the Board of Directors there shall be less than a quorum
present, a majority of those present may adjourn the meeting from time to time
until a quorum is obtained, and no further notice thereof need be given other
than by announcement at said meeting that shall be so adjourned.

      3.13. TELEPHONIC PARTICIPATION IN MEETINGS. Members of the Board of
Directors or any committee designated by the Board of Directors may participate
in a meeting of the Board of Directors or committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear one another, and participation in a
meeting pursuant to this section shall constitute presence in person at such
meeting.

      3.14. ACTION BY CONSENT. Unless otherwise restricted by the Company's
Certificate of Incorporation or these by-laws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if written consent

                                      -6-



thereto is signed by all members of the Board of Directors or of such committee
as the case may be, and such written consent is filed with the minutes of
proceedings of the Board of Directors or committee.

                             ARTICLE IV. - OFFICERS.
                             ----------------------

      4.1. SELECTION; STATUTORY OFFICERS. The officers of the Company shall be
chosen by the Board of Directors. There shall be a President, a Secretary, and a
Treasurer, and there may be a Chairman of the Board of Directors, one or more
Vice Presidents, one or more Assistant Secretaries, and one or more Assistant
Treasurers, as the Board of Directors may elect. Any number of offices may be
held by the same person, except that the offices of President and Secretary
shall not be held by the same person simultaneously.

      4.2.  TIME OF ELECTION.  The officers above named shall be chosen by
the Board of Directors at its first meeting after each annual meeting of
stockholders.  None of said officers need be a director.

      4.3. ADDITIONAL OFFICERS. The Board of Directors may appoint such other
officers and agents as it shall deem necessary, who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors.

      4.4.  TERMS OF OFFICE.  Each officer of the Company shall hold office
until his successor is chosen and qualified, or until his earlier resignation
or removal.  Any officer elected or appointed by the Board of Directors may
be removed at any time by the Board of Directors.

      4.5.  COMPENSATION OF OFFICERS.  The Board of Directors shall have
power to fix the compensation of all officers of the Company.  It may
authorize any officer, upon whom the power of appointing subordinate officers
may have been conferred, to fix the compensation of such subordinate
officers.

      4.6. CHAIRMAN OF THE BOARD. The Chairman of the Board of Directors shall
preside at all meetings of the stockholders and directors, and shall have such
other duties as may be assigned to him from time to time by the Board of
Directors.

      4.7. PRESIDENT. Unless the Board of Directors otherwise determines, the
President shall be the chief executive officer and head of the Company. Unless
there is a Chairman of the Board, the President shall preside at all meetings of
directors and stockholders. Under the supervision of the Board of Directors, the
President shall have the general control and management of its business and
affairs, subject, however, to the right of the Board of Directors to confer any
specific power, except such as may be by statute exclusively conferred on the
President, upon any other officer or officers of the Company. The President
shall perform and do all acts and things incident to the position of President
and such other duties as may be assigned to him from time to time by the Board
of Directors.

      4.8. VICE-PRESIDENTS. The Vice-Presidents shall perform such of the duties
of the President on behalf of the Company as may be respectively assigned to
them from time to time by the Board of Directors or by the President. The Board
of Directors may designate one of the Vice-Presidents as the Executive
Vice-President, and in the absence or inability of the President to act, such
Executive Vice-President shall have and possess all of the powers and discharge
all of the duties of the President, subject to the control of the Board of
Directors.

                                      -7-



      4.9. TREASURER. The Treasurer shall have the care and custody of all the
funds and securities of the Company that may come into his hands as Treasurer,
and the power and authority to endorse checks, drafts and other instruments for
the payment of money for deposit or collection when necessary or proper and to
deposit the same to the credit of the Company in such bank or banks or
depository as the Board of Directors, or the officers or agents to whom the
Board of Directors may delegate such authority, may designate, and he may
endorse all commercial documents requiring endorsements for or on behalf of the
Company. He may sign all receipts and vouchers for the payments made to the
Company. He shall render an account of his transactions to the Board of
Directors as often as the Board of Directors or the committee shall require the
same. He shall enter regularly in the books to be kept by him for that purpose
full and adequate account of all moneys received and paid by him on account of
the Company. He shall perform all acts incident to the position of Treasurer,
subject to the control of the Board of Directors. He shall when requested,
pursuant to vote of the Board of Directors, give a bond to the Company
conditioned for the faithful performance of his duties, the expense of which
bond shall be borne by the Company.

      4.10. SECRETARY. The Secretary shall keep the minutes of all meetings of
the Board of Directors and of the stockholders; he shall attend to the giving
and serving of all notices of the Company. Except as otherwise ordered by the
Board of Directors, he shall attest the seal of the Company upon all contracts
and instruments executed under such seal and shall affix the seal of the Company
thereto and to all certificates of shares of capital stock of the Company. He
shall have charge of the stock certificate book, transfer book and stock ledger,
and such other books and papers as the Board of Directors may direct. He shall,
in general, perform all the duties of Secretary, subject to the control of the
Board of Directors.

      4.11. ASSISTANT SECRETARY. The Board of Directors or any two of the
officers of the Company acting jointly may appoint or remove one or more
Assistant Secretaries of the Company. Any Assistant Secretary upon his
appointment shall perform such duties of the Secretary, and also any and all
such other duties as the Board of Directors or the President or the Executive
Vice-President or the Treasurer or the Secretary may designate.

      4.12. ASSISTANT TREASURER. The Board of Directors or any two of the
officers of the Company acting jointly may appoint or remove one or more
Assistant Treasurers of the Company. Any Assistant Treasurer upon his
appointment shall perform such of the duties of the Treasurer, and also any and
all such other duties as the Board of Directors or the President or the
Executive Vice-President or the Treasurer or the Secretary may designate.

      4.13. SUBORDINATE OFFICERS. The Board of Directors may select such
subordinate officers as it may deem desirable. Each such officer shall hold
office for such period, have such authority, and perform such duties as the
Board of Directors may prescribe. The Board of Directors may, from time to time,
authorize any officer to appoint and remove subordinate officers and to
prescribe the powers and duties thereof.

                               ARTICLE V. - STOCK.
                               ------------------

      5.1. STOCK. Each stockholder shall be entitled to a certificate or
certificates of stock of the Company in such form as the Board of Directors may
from time to time prescribe. The certificates of stock of the Company shall be
numbered and shall be entered in the books of the Company as they are issued.
They shall certify the holder's name and number and class of shares and shall be
signed by both of (i) any one of the Chairman of the Board, the President or a
Vice-President, and (ii) any one of the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary, and

                                      -8-



may be sealed with the corporate seal of the Company. If such certificate is
countersigned (l) by a transfer agent other than the Company or its employee,
or, (2) by a registrar other than the Company or its employee, the signature of
the officers of the Company and the corporate seal may be facsimiles. In case
any officer or officers who shall have signed, or whose facsimile signature or
signatures shall have been used on, any such certificate or certificates shall
cease to be such officer or officers of the Company, whether because of death,
resignation or otherwise, before such certificate or certificates shall have
been delivered by the Company, such certificate or certificates may nevertheless
be adopted by the Company and be issued and delivered as though the person or
persons who signed such certificate or certificates or whose facsimile signature
shall have been used thereon had not ceased to be such officer or officers of
the Company.

      5.2. FRACTIONAL SHARE INTERESTS. The Company may, but shall not be
required to, issue fractions of a share. If the Company does not issue fractions
of a share, it shall (i) arrange for the disposition of fractional interests by
those entitled thereto, (ii) pay in cash the fair value of fractions of a share
as of the time when those entitled to receive such fractions are determined, or
(iii) issue scrip or warrants in registered or bearer form that shall entitle
the holder to receive a certificate for a full share upon the surrender of such
scrip or warrants aggregating a full share. A certificate for a fractional share
shall, but scrip or warrants shall not unless otherwise provided therein,
entitle the holder to exercise voting rights, to receive dividends thereon, and
to participate in any of the assets of the Company in the event of liquidation.
The Board of Directors may cause scrip or warrants to be issued subject to the
conditions that they shall become void if not exchanged for certificates
representing full shares before a specified date, or subject to the conditions
that the shares for which scrip or warrants are exchangeable may be sold by the
Company and the proceeds thereof distributed to the holders of scrip or
warrants, or subject to any other conditions that the Board of Directors may
impose.

      5.3. TRANSFERS OF STOCK. Subject to any transfer restrictions then in
force, the shares of stock of the Company shall be transferable only upon its
books by the holders thereof in person or by their duly authorized attorneys or
legal representatives and upon such transfer the old certificates shall be
surrendered to the Company by the delivery thereof to the person in charge of
the stock and transfer books and ledgers or to such other person as the
directors may designate by whom they shall be canceled and new certificates
shall thereupon be issued. The Company shall be entitled to treat the holder of
record of any share or shares of stock as the holder in fact thereof and
accordingly shall not be bound to recognize any equitable or other claim to or
interest in such share on the part of any other person whether or not it shall
have express or other notice thereof save as expressly provided by the laws of
Delaware.

      5.4. RECORD DATE. For the purpose of determining the stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, or entitled to receive payment of any dividend or other distribution or
the allotment of any rights, or entitled to exercise any rights in respect of
any change, conversion, or exchange of stock or for the purpose of any other
lawful action, the Board of Directors may fix, in advance, a record date, that
shall not be more than sixty (60) days nor less than ten (10) days before the
date of such meeting, nor more than sixty (60) days prior to any other action.
If no such record date is fixed by the Board of Directors, the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held; the record date for
determining stockholders for any other purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto. A determination of stockholders of record entitled to notice of or to
vote at any meeting of stockholders shall apply to

                                      -9-



any adjournment of the meeting; provided, however, that the Board of Directors
may fix a new record date for the adjourned meeting.

      5.5.  TRANSFER AGENT AND REGISTRAR.  The Board of Directors may appoint
one or more transfer agents or transfer clerks and one or more registrars and
may require all certificates of stock to bear the signature or signatures of
any of them.

      5.6.  DIVIDENDS.
            ---------

      1. Power to Declare. Dividends upon the capital stock of the Company,
subject to the provisions of the Company's Certificate of Incorporation, if any,
may be declared by the Board of Directors at any regular or special meeting,
pursuant to law. Dividends may be paid in cash, in property, or in shares of the
capital stock, subject to the provisions of the Company's Certificate of
Incorporation and the laws of Delaware.

      2. Reserves. Before payment of any dividend, there may be set aside out of
any funds of the Company available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Company, or for such other purpose
as the directors shall think conducive to the interest of the Company, and the
directors may modify or abolish any such reserve in the manner in which it was
created.

      5.7. LOST, STOLEN, OR DESTROYED CERTIFICATES. No certificates for shares
of stock of the Company shall be issued in place of any certificate alleged to
have been lost, stolen, or destroyed, except upon production of such evidence of
the loss, theft, or destruction and upon indemnification of the Company and its
agents to such extent and in such manner as the Board of Directors may from time
to time prescribe.

      5.8. INSPECTION OF BOOKS. The stockholders of the Company, by a majority
vote at any meeting of stockholders duly called, or in case the stockholders
shall fail to act, the Board of Directors shall have power from time to time to
determine whether and to what extent and at what times and places and under what
conditions and regulations the accounts and books of the Company (other than the
stock ledger) or any of them, shall be open to inspection of stockholders; and
no stockholder shall have any right to inspect any account or book or document
of the Company except as conferred by statute or authorized by the Board of
Directors or by a resolution of the stockholders.

              ARTICLE VI. - MISCELLANEOUS MANAGEMENT PROVISIONS.
              -------------------------------------------------

      6.1.  CHECKS, DRAFTS, AND NOTES.  All checks, drafts, or orders for the
payment of money, and all notes and acceptances of the Company shall be
signed by such officer or officers, or such agent or agents, as the Board of
Directors may designate.

      6.2.  NOTICES.
            -------

      1. Notices to directors may, and notices to stockholders shall, be in
writing and delivered personally or mailed to the directors or stockholders at
their addresses appearing on the books of the Company. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram, telecopy or orally, by telephone or in
person.

                                      -10-



      2. Whenever any notice is required to be given under the provisions of any
applicable statute or of the Company's Certificate of Incorporation or of these
by-laws, a written waiver of notice, signed by the person or persons entitled to
said notice, whether before or after the time stated therein or the meeting or
action to which such notice relates, shall be deemed equivalent to notice.
Attendance of a person at a meeting shall constitute a waiver of notice of such
meeting except when the person attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened.

      6.3. CONFLICT OF INTEREST. No contract or transaction between the Company
and one or more of its directors or officers, or between the Company and any
other corporation, partnership, association, or other organization in which one
or more of its directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the Board of Directors of or committee thereof that authorized the contract or
transaction, or solely because his or their votes are counted for such purpose,
if: (i) the material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the Board of Directors or
the committee and the Board of Directors or committee in good faith authorizes
the contract or transaction by the affirmative vote of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or (ii) the material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders of
the Company entitled to vote thereon, and the contract or transaction as
specifically approved in good faith by vote of such stockholders; or (iii) the
contract or transaction is fair as to the Company as of the time it is
authorized, approved, or ratified, by the Board of Directors, a committee or the
stockholders. Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
that authorizes the contract or transaction.

      6.4. VOTING OF SECURITIES OWNED BY THE COMPANY. Subject always to the
specific directions of the Board of Directors, (i) any shares or other
securities issued by any other corporation and owned or controlled by the
Company may be voted in person at any meeting of security holders of such other
corporation by the President of the Company if he is present at such meeting, or
in his absence by the Treasurer of the Company if he is present at such meeting,
and (ii) whenever, in the judgment of the President, it is desirable for the
Company to execute a proxy or written consent in respect to any shares or other
securities issued by any other corporation and owned by the Company, such proxy
or consent shall be executed in the name of the Company by the President,
without the necessity of any authorization by the Board of Directors, affixation
of corporate seal or countersignature or attestation by another officer,
provided that if the President is unable to execute such proxy or consent by
reason of sickness, absence from the United States or other similar cause, the
Treasurer may execute such proxy or consent. Any person or persons designated in
the manner above stated as the proxy or proxies of the Company shall have full
right, power and authority to vote the shares or other securities issued by such
other corporation and owned by the Company the same as such shares or other
securities might be voted by the Company.

                         ARTICLE VII. - INDEMNIFICATION.
                         ------------------------------

      7.1. RIGHT TO INDEMNIFICATION. Each person who was or is made a party or
is threatened to be made a party to or is otherwise involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative (a
"Proceeding"), by reason of being or having been a director or officer of the
Company or serving or having served at the request of the Company as a director,
trustee, officer, employee or agent of another corporation or of a partnership,
joint venture,

                                      -11-



trust or other enterprise, including service with respect to an employee benefit
plan (an "Indemnitee"), whether the basis of such proceeding is alleged action
or failure to act in an official capacity as a director, trustee, officer,
employee or agent or in any other capacity while serving as a director, trustee,
officer, employee or agent, shall be indemnified and held harmless by the
Company to the fullest extent authorized by the DGCL, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Company to provide broader indemnification
rights than permitted prior thereto) (as used in this Article 7, the "Delaware
Law"), against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such Indemnitee in connection
therewith and such indemnification shall continue as to an Indemnitee who has
ceased to be a director, trustee, officer, employee, or agent and shall inure to
the benefit of the Indemnitee's heirs, executors, and administrators; provided,
however, that, except as provided in Section 7.2 hereof with respect to
Proceedings to enforce rights to indemnification, the Company shall indemnify
any such Indemnitee in connection with a Proceeding (or part thereof) initiated
by such Indemnitee only if such Proceeding (or part thereof) was authorized by
the Board of Directors of the Company. The right to indemnification conferred in
this Article 7 shall be a contract right and shall include the right to be paid
by the Company the expenses (including attorneys' fees) incurred in defending
any such Proceeding in advance of its final disposition (an "Advancement of
Expenses"); provided, however, that, if the Delaware Law so requires, an
Advancement of Expenses incurred by an Indemnitee shall be made only upon
delivery to the Company of an undertaking (an "Undertaking"), by or on behalf of
such Indemnitee, to repay all amounts so advanced if it shall ultimately be
determined by final judicial decision from which there is no further right to
appeal (a "Final Adjudication") that such Indemnitee is not entitled to be
indemnified for such expenses under this Article 7 or otherwise.

      7.2. RIGHT OF INDEMNITEE TO BRING SUIT. If a claim under Section 7.1
hereof is not paid in full by the Company within 60 days after a written claim
has been received by the Company, except in the case of a claim for an
Advancement of Expenses, in which case the applicable period shall be 20 days,
the Indemnitee may at any time thereafter bring suit against the Company to
recover the unpaid amount of the claim. If successful in whole or in part in any
such suit, or in a suit brought by the Company to recover an Advancement of
Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be
entitled to be paid also the expense of prosecuting or defending such suit. In
any suit brought by the Indemnitee to enforce a right to indemnification
hereunder (but not in a suit brought by the Indemnitee to enforce a right to an
Advancement of Expenses) it shall be a defense that the Indemnitee has not met
the applicable standard of conduct set forth in the Delaware Law. In addition,
any suit by the Company to recover an Advancement of Expenses pursuant to the
terms of an Undertaking the Company shall be entitled to recover such expenses
upon a Final Adjudication that, the Indemnitee has not met the applicable
standard of conduct set forth in the Delaware Law. Neither the failure of the
Company (including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
suit that indemnification of the Indemnitee is proper in the circumstances
because the Indemnitee has met the applicable standard of conduct set forth in
the Delaware Law, nor an actual determination by the Company (including its
Board of Directors, independent legal counsel, or its stockholders) that the
Indemnitee has not met such applicable standard of conduct, shall create a
presumption that the Indemnitee has not met the applicable standard of conduct
or, in the case of such a suit brought by the Indemnitee, be a defense to such
suit. In any suit brought by the Indemnitee to enforce a right to
indemnification or to an Advancement of Expenses hereunder, or by the Company to
recover an Advancement of Expenses pursuant to the terms of an Undertaking, the
burden of proving that the Indemnitee is not entitled to be indemnified, or to
such Advancement of Expenses, under this Article 7 or otherwise shall be on the
Company.

                                      -12-


      7.3. NON-EXCLUSIVITY OF RIGHTS. The rights to indemnification and to the
Advancement of Expenses conferred in this Article 7 shall not be exclusive of
any other right that any person may have or hereafter acquire under any statute,
the Company's Certificate or Incorporation, by law, agreement, vote of
stockholders or disinterested directors or otherwise.

      7.4. INSURANCE. The Company may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the Company or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Company would have
the power to indemnify such person against such expense, liability or loss under
this Article 7 or under the Delaware Law.

      7.5. INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE COMPANY. The Company
may, to the extent authorized from time to time by the Board of Directors, grant
rights to indemnification, and to the Advancement of Expenses, to any employee
or agent of the Company to the fullest extent of the provisions of this Article
7 with respect to the indemnification and Advancement of Expenses of directors
and officers of the Company.

                           ARTICLE VIII. - AMENDMENTS.
                           --------------------------

      8.1. Amendments. Subject always to any limitations imposed by the
Company's Certificate of Incorporation, these by-laws may be altered, amended,
or repealed, or new by-laws may be adopted, only by (i) the affirmative vote of
the holders of at least a majority of the outstanding voting stock of the
Company, provided that the affirmative vote of the holders of at least 67% of
the outstanding voting stock of the Company shall be required for any such
alteration, amendment, repeal , or adoption that would affect or be inconsistent
with the provisions of Sections 2.11, 2.12, 3.1, 3.3 and this Section 8.1 (in
each case, in addition to any separate class vote that may be required pursuant
to the terms of any then outstanding preferred stock of the Company), or (ii) by
resolution of the Board of Directors duly adopted by not less than a majority of
the directors then constituting the full Board of Directors.


                                      -13-

                                                                     EXHIBIT 4.2

================================================================================

             SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

                                  by and among

                           AMICUS THERAPEUTICS, INC.,

                                      and

                         THE STOCKHOLDERS NAMED HEREIN

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

                             DATED: AUGUST 17, 2005

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

================================================================================

                                      -i-


                               TABLE OF CONTENTS


                                                                           Page
                                                                        --------
                                                                  
1.   Definitions ....................................................    1
2.   Grant Of Rights ................................................    4
3.   Demand Registration ............................................    4
     (a)   Request for Demand Registration for Holders ..............    4
     (b)   Incidental or "Piggy-Back" Rights with Respect to a Demand
           Registration. ............................................    5
     (c)   Effective Demand Registration ............................    5
     (d)   Expenses .................................................    6
     (e)   Underwriting Procedures ..................................    6
     (f)   Selection of Underwriters ................................    6
4    Incidental or "Piggy-Back" Registration ........................    6
     (a)   Request for Incidental Registration ......................    6
     (b)   Expenses. ................................................    7
5.   Form S-3 Registration ..........................................    7
     (a)   Request for a Form S-3 Registration ......................    7
     (b)   Limitations on Form S-3 Registrations ....................    7
     (c)   Expenses .................................................    8
     (d)   No Demand Registration ...................................    8
6.   Holdback Agreements ............................................    8
     (a)   Restrictions on Public Sale by Holders ...................    8
     (b)   Legend ...................................................    9
7.   Registration Procedures ........................................    9
     (a)   Obligations of the Company ...............................    9
     (b)   Seller Information .......................................   11
     (c)   Notice to Discontinue ....................................   11
     (d)   Registration Expenses ....................................   12
8.   Indemnification; Contribution ..................................   12
     (a)   Indemnification by the Company ...........................   12
     (b)   Indemnification by Holders ...............................   13
     (c)   Conduct of Indemnification Proceedings ...................   14
     (d)   Contribution .............................................   14

                                       -i-


                               TABLE OF CONTENTS

                                                                  
9.   Rule 144 .......................................................   15
10.  Limitations on Subsequent Registration Rights; No Inconsistent
     Agreements .....................................................   15
11.  Miscellaneous ..................................................   15
     (a)   Recapitalizations Exchanges, Etc .........................   16
     (b)   Remedies .................................................   16
     (c)   Amendments and Waivers ...................................   16
     (d)   Notices ..................................................   16
     (e)   Successors and Assigns; Third Party Beneficiaries ........   17
     (f)   Counterparts... ..........................................   17
     (g)   Headings .................................................   17
     (h)   Governing Law ............................................   17
     (i)   Entire Agreement .........................................   18
     (j)   Severability .............................................   17
     (k)   Further Assurances .......................................   18
     (l)   Other Agreements .........................................   18
     (m)   Jury Trial Waiver ........................................   18
     (n)   Expenses .................................................   18

                                      -ii-


                           SECOND AMENDED AND RESTATED
                            INVESTOR RIGHTS AGREEMENT

            SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT, dated August
17, 2005 (this "Agreement"), by and among Amicus Therapeutics, Inc,. a Delaware
corporation (the "Company"), the parties listed on Schedule I hereto (the
"Investors") and the parties listed on Schedule II hereto.

            WHEREAS, the Company and certain of the Investors are parties to the
Amended and Restated Investor Rights Agreement, dated May 4, 2004 (the "Existing
Investor Rights Agreement") and hold sufficient voting power to amend the
Existing Investor Rights Agreement (the "Amending Investors"); and

            WHEREAS, pursuant to the Series C Preferred Stock Purchase
Agreement, dated August 17, 2005 (the "Series C Stock Purchase Agreement"), by
and between the Company and each of the parties identified on Schedule  I
thereto, the Company has agreed to issue and sell to such parties an aggregate
of 43,650,262 shares, par value $0.01 per share, of Series C Convertible
Preferred Stock of the Company (the "Series C Preferred Stock"); and

            WHEREAS, in order to induce each of the Investors to purchase its
shares of Series C Preferred Stock, the Company and the Amending Investors are
entering into this Agreement to, among other things, amend and restate the
Existing Investor Rights Agreement in its entirety.

            NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein and for good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties hereto amend and
restate the Existing Investor Rights Agreement as follows:

      1. Definitions. As used in this Agreement the following terms have the
meanings indicated:

      "Agreement" means this Second Amended and Restated Investor Rights
Agreement as the same may be amended, supplemented or modified in accordance
with the terms hereof.

      "Approved Underwriter" has the meaning set forth in Section 3(f) of this
Agreement.

      "Bridge Loan Warrants" mean the warrants to purchase Common Stock issued
pursuant to the Note and Warrant Purchase Agreements.

      "Business Day" means any day other than a Saturday, Sunday or other day on
which commercial banks in the State of Delaware are authorized or required by
law or executive order to close.

      "Closing Price" means, with respect to the Registrable Securities, as of
the date of determination, (a) the closing price per share of a Registrable
Security on such date published in



The Wall Street Journal or, if no such closing price on such date is published
in The Wall Street Journel, the average of the closing bid and asked prices on
such date, as officially reported on the principal national securities exchange
(including, without limitation, The Nasdaq Stock Market, Inc.) on which the
Registrable Securities are then listed or admitted to trading; or (b) if the
Registrable Securities are not then listed or admitted to trading on any
national securities exchange but are designated as national market system
securities by the NASD, the last trading price per share of a Registrable
Security on such date; or (c) if there shall have been no trading on such date
or if the Registrable Securities are not so designated, the average of the
reported closing bid and asked prices of the Registrable Securities on such date
as shown by The Nasdaq Stock Market Inc. (or its successor) and reported by any
member firm of The New York Stock Exchange, Inc. selected by the Company; or (d)
if none of (a), (b) or (c) is applicable, a market price per share determined in
good faith by the Company's Board of Directors. If trading is conducted on a
continuous basis on any exchange, then the closing price shall be at 4:00 P.M.
New York City time.

      "Common Stock" means the Common Stock, par value $0.01 per share, of the
Company or any other capital stock of the Company into which such stock is
reclassified or reconstituted.

      "Company" meaning set forth in the preamble to this Agreement.

      "Company Underwriter" has the meaning set Forth in Section 4(a) of this
Agreement.

      "Demand Registration" has the meaning set forth in Section 3(a) of this
Agreement.

      "Exchange Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the SEC thereunder.

      "GECC" means General Electric Capital Corporation, a Delaware corporation.

      "GECC Warrant" means the warrant to purchase 40,000 shares of Common Stock
at an exercise price of $0.75 per share, issued by the Company to GECC on August
28, 2002.

      "Holder" means any person owning Registrable Securities.

      "Holders' Counsel" has the meaning set forth in Section 7(a)(i) of
this Agreement.

      "Incidental Registration" has the meaning set forth in Section 4(a) of
this Agreement.

      "Indemnified Party" has the meaning set forth in Section 8(c) of this
Agreement.

      "Indemnifying Party" has the meaning set forth in Section 8(c) of this
Agreement.

      "Initial Public Offering" means the initial public offering of the shares
of Common Stock of the Company pursuant to an effective Registration Statement
filed under the Securities Act.

      "Initiating Holders" has the meaning set forth in Section 3(a) of this
Agreement.

      "Inspector" has the meaning set forth in Section 7(a)(vii) of this
Agreement.

                                      -2-


      "Investors" has the meaning set forth in the preamble to this Agreement.

      "IPO Effectiveness Date" means the date upon which the Company closes its
Initial Public Offering.

      "Liabilities" has the meaning set forth in Section 8(a) of this Agreement,

      "Market Price" means, on any date of determination, the average of the
daily Closing Price of the Registrable Securities for the immediately preceding
thirty (30) days on which the national securities exchanges are open for
trading.

      "Mount Sinai" means Mount Sinai School of Medicine of New York University

      "Mount Sinai Shares" means the 1,742,000 shares of Common Stock issued to
Mount Sinai on April 15, 2002 and held by Mount Sinai.

      "NASD" means the National Association of Securities Dealers, Inc.

      "Note and Warrant Purchase Agreements" mean the Note and Warrant Purchase
Agreement dated as of August 25, 2003 and the Note and Warrant Purchase
Agreement November 26, 2003, as amended as of February 5, 2004 and April 20,
2004, between the Company and the investors signatory thereto.

      "Permitted Transferee" has the meaning set forth in Section 2.2 of the
Stockholders Agreement.

      "Person" means any individual, firm, corporation, partnership, limited
liability company, trust, incorporated or unincorporated association, joint
venture, joint stock company, government (or an agency or political subdivision
thereof) or other entity of any kind, and shall include any successor (by merger
or otherwise) of such entity.

      "Records" has the meaning set forth in Section 7(a)(vii) of this
Agreement.

      "Registration Expenses" has the meaning set forth in Section 7(d) of this
Agreement,

      "Registrable Securities" means (a) the Common Stock of the Company issued
or issuable upon conversion of the Series A Preferred Stock, the Series B
Preferred Stock, the Series C Preferred Stock, or upon the conversion of the
Warrants; (b) the Mount Sinai Shares; (c) any Common Stock of the Company issued
as (or issuable upon the conversion or exercise of any warrant, right or other
security which is issued as) a dividend or other distribution with respect to,
or in exchange for or in replacement of the Series A Preferred Stock, Series B
Preferred Stock, Series C Preferred Stock or the Mount Sinai Shares; (d) any
Common Stock acquired (i) by any Investor or Mount Sinai subsequent to the date
hereof or (ii) by CHL Medical Partners II, L.P. or CHL Medical Partners II Side
Fund, L.P. upon the exercise of the Bridge Loan Warrants and (e) the Common
Stock issuable upon the exercise of the GECC Warrant. Notwithstanding the
foregoing, that as to any particular Registrable Securities that have been
issued, such securities shall cease to be Registrable Securities when (i) a
registration statement with respect to the sale of such securities shall have
become effective under the Securities Act and such

                                      -3-


securities shall have been disposed of under such registration statement, (ii)
they shall have been distributed to the public pursuant to Rule 144, (iii) they
shall have been otherwise transferred or disposed of, and new certificates
therefor not bearing a legend restricting further transfer shall have been
delivered by the Company, and subsequent transfer or disposition of them shall
not require their registration or qualification under the Securities Act or any
similar state law then in force, or (iv) they shall have ceased to be
outstanding.

      "Registration Statement" means a registration statement filed by the
Company with the SEC for a public offering and sale of securities of the Company
(other than a registration statement on Form S-8 or Form S-4, or their
successors).

      "S-3 Initiating Holders" has the meaning set forth in Section 5(a) of this
Agreement.

      "S-3 Registration" has the meaning set forth in Section 5(a) of this
Agreement.

      "SEC" means the Securities and Exchange Commission or any similar agency
then administering the Securities Act.

      "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations of the SEC promulgated thereunder.

      "Series A Preferred Stock" means the Series A Convertible Preferred Stock
of the Company, par value $0.01 per share.

      "Series B Preferred Stock" means the Series B Convertible Preferred Stock
of the Company, par value $0.01 per share.

      "Series C Preferred Stock" has the meaning set forth in the preamble to
this Agreement.

      "Stockholders Agreement" means the Second Amended and Restated
Stockholders Agreement, dated the date hereof, as amended from time to time,
among the Company, the Investors, and the other stockholders named therein.

      "Warrants" has means warrants to purchase up to 555,003 shares of Series B
Preferred Stock.

      2. Grant Of Rights. The Company hereby grants Registration Rights to the
Holders upon the terms and conditions set forth in this Agreement.

      3. Demand Registration.

            (a) Request for Demand Registration for Holders. At any time after
the IPO Effectiveness Date, the Holders of a majority of the Registrable
Securities held in the aggregate by all Holders (the "Initiating Holders"), may
make a written request to the Company to register, and the Company shall
register, under the Securities Act (other than pursuant to a Registration
Statement on Form S-4 or S-8 or any successor thereto) (a "Demand
Registration"), the number of Registrable Securities stated in such request;
provided, however, that the Company shall not be obligated to effect (i) more
than two such Demand Registrations under this Section 3(a) and

                                      -4-


(ii) a Demand Registration if the Initiating Holders propose to sell their
Registrable Securities at an aggregate price (calculated based upon the Market
Price of the Registrable Securities on the date of filing of the Registration
Statement with respect to such Registrable Securities) to the public of less
than $5,000,000. For purposes of the preceding sentence, two or more
Registration Statements filed in response to one demand shall be counted as one
Registration Statement. If at the time of any request to register Registrable
Securities pursuant to this Section 3(a), the Company is engaged in a registered
public offering or the Company determines in good faith certifies in writing
that any such registration would require the Company to include disclosure that
would reasonably be expected to have a materially detrimental effect on any
proposal, negotiations or plan by the Company or any of its subsidiaries to
engage in any material acquisition or disposition of assets or any material
merger, consolidation, tender offer, reorganization or similar transaction or
any other material corporate event contemplated by the Company, then the Company
may at its option direct that such request be delayed for a reasonable period
not in excess of three (3) months, such right to delay a request to be exercised
by the Company not more than once in any twelve (12) month period. Each request
for a Demand Registration by the Initiating Holders shall state the amount of
the Registrable Securities proposed to be sold and the intended method of
disposition thereof.

            (b) Incidental or "Piggy-Back" Rights with Respect to a Demand
Registration. Each of the Holders (other than Initiating Holders which have
requested a registration under Section 3(a)) may include its or his Registrable
Securities in any Demand Registration pursuant to this Section 3(b). Within ten
(10) days after the receipt of a request for a Demand Registration from an
Initiating Holder, the Company shall (i) give written notice thereof to all of
the Holders (other than Initiating Holders which have requested a registration
under Section 3(a)) and (ii) subject to Section 3(e), include in such
registration all of the Registrable Securities held by such Holders from whom
the Company has received a written request for inclusion therein within twenty
(20) days of the receipt by such Holders of such written notice referred to in
clause (i) above. Each such request by such Holders shall specify the number of
Registrable Securities proposed to be registered. The failure of any Holder to
respond within such 20-day period referred to in clause (ii) above shall be
deemed to be a waiver of such Holder's rights under this Section 3 with respect
to such Demand Registration, provided that any Holder may waive its rights under
this Section 3 prior to the expiration of such 20-day period by giving written
notice to the Company, with a copy to the Initiating Holders.

            (c) Effective Demand Registration. A registration shall not
constitute a Demand Registration until it has become effective and remains
continuously effective for the lesser of (i) the period during which all
Registrable Securities registered in the Demand Registration are sold and (ii)
120 days; provided, however, that a registration shall not constitute a Demand
Registration if (x) after such Demand Registration has become effective, such
registration or the related offer, sale or distribution of Registrable
Securities thereunder is interfered with by any stop order, injunction or other
order or requirement of the SEC or other governmental agency or court for any
reason not attributable to the Initiating Holders and such interference is not
thereafter eliminated or (y) the conditions specified in the underwriting
agreement, if any, entered into in connection with such Demand Registration are
not satisfied or waived, other than by reason of a failure by the Initiating
Holder.

                                      -5-


            (d) Expenses. The Company shall pay all Registration Expenses in
connection with a Demand Registration, whether or not such Demand Registration
becomes effective.

            (e) Underwriting Procedures. If the Company or the Initiating
Holders holding a majority of the Registrable Securities held by all of the
Initiating Holders so elect, the Company shall use its reasonable best efforts
to cause such Demand Registration to be in the form of a firm commitment
underwritten offering and the managing underwriter or underwriters selected for
such offering shall be the Approved Underwriter selected in accordance with
Section 3(f). In connection with any Demand Registration under this Section 3
involving an underwritten offering, none of the Registrable Securities held by
any Holder making a request for inclusion of such Registrable Securities
pursuant to Section 3 hereof shall be included in such underwritten offering
unless such Holder accepts the terms of the offering as agreed upon by the
Company, the Initiating Holders and the Approved Underwriter, and then only in
such quantity as will not, in the opinion of the Approved Underwriter, have a
material adverse effect on the success of such offering by the Initiating
Holders. If the Approved Underwriter advises the Company that the aggregate
amount of such Registrable Securities requested to be included in such offering
is sufficiently large to have a material adverse effect on the success of such
offering, then the Company shall include in such registration only the aggregate
amount of Registrable Securities that the Approved Underwriter believes may be
sold without any such internal adverse effect and shall reduce the amount of
Registrable Securities to be included in such registration by removing
Registrable Securities owned, first by the Company, second by the entities
listed on Schedule II hereto, Mount Sinai and GECC, pro rata based on the number
of Registrable Securities owned by each such Person and third by all other
Holders, pro rata based on the number of Registrable Securities owned by each
such Holder.

            (f) Selection of Underwriters. If any Demand Registration or S-3
Registration, as the case may be, of Registrable Securities is in the form of an
underwritten the Company shall select and obtain an investment banking firm of
national reputation to act as the managing underwriter of the offering (the
"Approved Underwriter"), provided. however, that the Approved Underwriter shall,
in any case, also be approved by the Initiating Holders or S-3 Initiating
Holders, as the case may be, such approval not to be unreasonably withheld,

      4. Incidental or "Piggy-Back" Registration.

            (a) Request for Incidental Registration. At any time after the IPO
Effectiveness Date, if the Company proposes to file a Registration Statement
under the Securities Act with respect to an offering by the Company for its own
account (other than a Registration Statement on Form S-4 or S-8 or any successor
thereto) or for the account of any stockholder of the Company other than the
Initiating Holders pursuant to a Demand Registration, then the Company shall
give written notice of such proposed filing to each of the Holders at least
twenty (20) days before the anticipated filing date, and such notice shall
describe the proposed registration and distribution and offer such Holders the
opportunity to register the number of Registrable Securities as each such Holder
may request (an "Incidental Registration"). The Company shall use its reasonable
best efforts (within ten (10) days of the notice provided for in the preceding
sentence) to cause the managing underwriter or underwriters in the case of a

                                      -6-


proposed underwritten offering (the "Company Underwriter") to permit each of the
Holders who have requested in writing to participate in the Incidental
Registration to include its or his Registrable Securities in such offering on
the same terms and conditions as the securities of the Company or the account of
such other stockholder, as the case may be, included therein. In connection with
any Incidental Registration under this Section 4(a) involving an underwritten
offering, the Company shall not be required to include any Registrable
Securities in such underwritten offering unless the Holders thereof accept the
terms of the underwritten offering as agreed upon between the Company, such
other stockholders, if any, and the Company Underwriter, and then only in such
quantity as the Company Underwriter believes will not have a material adverse
effect on the success of such offering. If the Company Underwriter determines
that the registration of all or part of the Registrable Securities which the
Holders have requested to be included would have a material adverse effect on
the success of such offering, then the Company shall be required to include in
such Incidental Registration, to the extent of the amount that the Company
Underwriter believes may be sold without causing such adverse effect, first, all
of the securities to be offered for the account of the Company or the account of
any other stockholder at the request of which the Company intends to file a
Registration Statement, as the case may be; second, the Registrable Securities
to be offered for the account of the Holders, pro rata based on the number of
Registrable Securities owned by each such Holder; and third, any other
securities requested to be included in such underwritten offering.

            (b) Expenses. The Company shall bear all Registration Expenses in
connection with any Incidental Registration pursuant to this Section 4, whether
or not such Incidental Registration becomes effective.

      5. Form S-3 Registration.

            (a) Request for a Form S-3 Registration. Upon the Company becoming
eligible for use of Form S-3 (or any successor form thereto) under the
Securities Act in connection with a public resale of its securities, in the
event that the Company shall receive from one or more of the Holders (the "S-3
Initiating Holders"), a written request that the Company register, under the
Securities Act on Form S-3 (or any successor form then in effect) (an "S-3
Registration"), all or a portion of the Registrable Securities owned by such S-3
Initiating Holders, the Company shall give written notice of such request to all
of the Holders (other than S-3 Initiating Holders which have requested an S-3
Registration under this Section 5(a)) at least thirty (30) days before the
anticipated filing date of such Form S-3, and such notice shall describe the
proposed registration and offer such Holders the opportunity to register the
number of Registrable Securities as each such Holder may request in writing to
the Company, given within fifteen (15) days after their receipt from the Company
of the written notice of such registration. With respect to each S-3
Registration, the Company shall, subject to Section 5(b), (i) include in such
offering the Registrable Securities of the S-3 Initiating Holders and (ii)
include such offering the Registrable Securities of the Holders (other than S-3
Initiating Holders which have requested an S-3 Registration under this Section
5(a)) who have requested in writing to participate in such registration on the
same terms and conditions as the Registrable Securities of the S-3 Initiating
Holders included therein.

            (b) Limitations on Form S-3 Registrations. If at the time of any
request to register Registrable Securities pursuant to Section 5(a), the Company
is engaged in a registered

                                      -7-


public offering or if the Company shall in good faith certify in writing that
any such registration would require the Company to include disclosure that would
reasonably be expected to have a materially detrimental effect on any proposal,
negotiations or plan by the Company or any of its subsidiaries to engage in any
material acquisition or disposition of assets or any material merger,
consolidation, tender offer, reorganization or similar transaction or any other
material corporate events, contemplated by the Company, then the Company may at
its option direct that such request be delayed for a reasonable period not in
excess of three (3) months, such right to delay a request to be exercised by the
Company not more than once in any twelve (12) month period. In addition, the
Company shall not be required to effect any registration pursuant to Section
5(a), (i) within ninety (90) days after the effective date of any other
Registration Statement of the Company, (ii) if within the twelve (12) month
period preceding the date of such request, the Company has effected two (2)
registrations on Form S-3 pursuant to Section 5(a), (iii) if Form S-3 is not
available for such offering by the S-3 Initiating Holders or (iv) if the S-3
Initiating Holders, together with the Holders (other than S-3 Initiating Holders
which have requested an S-3 Registration under Section 5(a)) registering
Registrable Securities in such registration, propose to sell their Registrable
Securities at an aggregate price (calculated based upon the Market Price of the
Registrable Securities on the date of filing of the Form S-3 with respect to
such Registrable Securities) to the public of less than $2,500,000.

            (c) Expenses. The Company shall bear all Registration Expenses in
connection with any S-3 Registration pursuant to this Section 5, whether or not
such S-3 Registration becomes effective.

            (d) No Demand Registration. No registration requested by any Holder
pursuant to this Section 5 shall be deemed a Demand Registration pursuant to
Section 3.

      6. Holdback Agreements.

            (a) Restrictions on Public Sale by Holders. In connection with any
public offering, each Holder, if requested by the Company and the underwriters
managing such public offering, shall agree not to sell or otherwise transfer or
dispose of any Registrable Securities or other securities of the Company held by
such Holder (other than those Registrable Securities, if any, included in the
public offering) for a specified period of time determined by the Company and
the underwriters following the effective date of a Registration Statement;
provided, however, that: (i) such agreement shall not exceed 180 days from the
effective date of such registration; (ii) all holders of Common Stock holding
not less than the number of shares of Common Stock held by such Holder
(including shares of Common Stock issuable upon the conversion of Series A
Preferred Stock, Series B Preferred Stock, Series C Preferred Stock or other
convertible or exchangeable securities, or upon the exercise of options,
warrants or other rights) and all officers and directors of the Company enter
into similar agreements; provided, however, that all restrictions set forth in
this Section 6 on all such Holders shall terminate and be of no further force or
effect if any such holder, officer, other Holder, or director is released from,
or otherwise no longer bound by, such restrictions; and (iii) such agreement
shall only apply to the first such Registration Statement covering Common Stock
of the Company to be sold on its behalf to the public in the Initial Public
Offering.

                                      -8-


            (b) Legend. Each certificate representing the Registrable Securities
shall bear a legend substantially in the following form (until such time as such
Registrable Securities cease to be Registrable Securities as set forth herein):

            "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
TERMS OF AN INVESTOR RIGHTS AGREEMENT BETWEEN THE COMPANY AMD THE REGISTERED
OWNER OF THIS CERTIFICATE (OR THE REGISTERED OWNER'S PREDECESSOR IN INTEREST),
AND SUCH AGREEMENT IS AVAILABLE FOR INSPECTION WITHOUT CHARGE AT THE OFFICES OF
THE COMPANY."

      7. Registration Procedures.

            (a) Obligations of the Company. Whenever registration of Registrable
Securities has been requested pursuant to Section 3 or Section 5 of this
Agreement, the Company shall use its reasonable best efforts to cause any such
registration to become and remain effective as soon as practicable, but in any
event not later than forty-five (45) days after it receives a request
thereunder, and whenever registration of Registrable Securities has been
requested pursuant to Section 5 of this Agreement, the Company shall use its
reasonable best efforts to effect the registration and sale of such Registrable
Securities in accordance with, the intended method of distribution thereof as
quickly as practicable, and in connection with any such request under Section 3,
Section 4 or Section 5 of this Agreement, the Company shall, as expeditiously as
possible:

                  (i) prepare and file with the SEC a Registration Statement on
any form for which the Company then qualifies or which counsel for the Company
shall deem appropriate and which form shall be available for the sale of such
Registrable Securities in accordance with the intended method of distribution
thereof, and cause such Registration Statement to become effective; provided,
however, that (x) before filing a Registration Statement or prospectus or any
amendments or supplements thereto, the Company shall provide one counsel
selected by the Holders holding a majority of the Registrable Securities being
registered in such registration ("Holders' Counsel") with an adequate and
appropriate opportunity to review and comment on such Registration Statement and
each prospectus included therein (and each amendment or supplement thereto) to
be filed with the SEC, subject to such documents being under the Company's
control, and (y) the Company shall notify the Holders' Counsel and each seller
of Registrable Securities of any stop order issued or threatened by the SEC and
take all action required to prevent the entry of such stop order or to remove it
if entered;

                  (ii) prepare and file with the SEC such amendments and
supplements to such Registration Statement and the prospectus used in connection
therewith as may be necessary to keep such Registration Statement effective for
the lesser of (x) 120 days and (y) such shorter period which will terminate when
all Registrable Securities covered by such Registration Statement have been
sold, and comply with the provisions of the Securities Act with respect to the
disposition of all securities covered by such Registration Statement during such
period in accordance with the intended methods of disposition by the sellers
thereof set forth in such Registration Statement;

                                      -9-


                  (iii) furnish to each seller of Registrable Securities, prior
to filing a Registration) Statement, at least one copy of such Registration
Statement as is proposed to be filed, and thereafter such number of copies of
such Registration Statement, each amendment and supplement thereto (in each case
including all exhibits thereto), and the prospectus included in such
Registration Statement (including each preliminary prospectus) as each such
seller may reasonably request in order to facilitate the disposition of the
Registrable Securities owned by such seller;

                  (iv) register or qualify such Registrable Securities under
such other securities or "blue sky" laws of such jurisdictions as any seller of
Registrable Securities may request, and to continue such qualification in effect
in such jurisdiction for as long as permissible pursuant to the laws of such
jurisdiction, or for as long as any such seller requests or until all of such
Registrable Securities are sold, whichever is shortest, and do any and all other
acts and things which may be reasonably necessary or advisable to enable any
such seller to consummate the disposition in such jurisdictions of the
Registrable Securities owned by such seller; provided, however, that the Company
shall not be required to (x) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this
Section 7(a)(iv), (y) subject itself to taxation in any such jurisdiction or (z)
consent to general service of process in any such jurisdiction;

                  (v) notify each seller of Registrable Securities at any time
when a prospectus relating thereto is required to be delivered under the
Securities Act, upon discovery that, or upon the happening of any event as a
result of which, the prospectus included in such Registration Statement contains
an untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading and the
Company shall promptly prepare a supplement or amendment to such prospectus and
furnish to each seller of Registrable Securities a reasonable number of copies
of such supplement to or an amendment of such prospectus as may be necessary so
that, after delivery to the purchasers of such Registrable Securities, such
prospectus shall not contain an untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading;

                  (vi) enter into and perform customary agreements (including an
underwriting agreement in customary form with the Approved Underwriter or
Company Underwriter, if any, selected as provided in Section 3, Section 4 or
Section 5, as the case may be) and take such other actions as are prudent and
reasonably required in order to expedite or facilitate the disposition of such
Registrable Securities, including causing its officers to participate in "road
shows" and other information meetings organized by the Approved Underwriter or
Company Underwriter;

                  (vii) make available at reasonable times for inspection by any
seller of Registrable Securities, any managing underwriter participating in any
disposition of such Registrable Securities pursuant to a Registration Statement,
Holders' Counsel and any attorney, accountant or other agent retained by any
such seller or any managing underwriter (each, an "Inspector" and collectively,
the "Inspectors"), all financial and other records, pertinent corporate
documents and properties of the Company and its subsidiaries (collectively, the

                                      -10-


"Records") as shall be reasonably necessary to enable them to exercise their due
diligence responsibility, and cause the Company's and its subsidiaries'
officers, directors and employees, and the independent public accountants of
the Company, to supply all information reasonably requested by any such
Inspector in connection with such Registration Statement;

                  (viii) if such sale is pursuant to an underwritten offering,
obtain a "cold comfort" letter from the Company's independent public accountants
in customary form and covering such matters of the type customarily covered by
"cold comfort" letters as Holders' Counsel or the managing underwriter
reasonably requests;

                  (ix) furnish, at the request of any seller of Registrable
Securities on the date such securities are delivered to the underwriters for
sale pursuant to such registration or, if such securities are not being sold
through underwriters, on the date the Registration Statement with respect to
such securities becomes effective, an opinion, dated such date, of counsel
representing the Company for the purposes of such registration, addressed to the
underwriters, if any, and to the seller making such request, covering such legal
matters with respect to the registration in respect of which such opinion is
being given as the underwriters, if any, and such seller may reasonably request
and are customarily included in such opinions;

                  (x) comply with all applicable rules and regulations of the
SEC, and make available to its security holders, as soon as reasonably
practicable but no later than fifteen (15) months after the effective date of
the Registration Statement, an earnings statement covering a period of twelve
(12) months beginning after the effective date of the Registration Statement, in
a manner which satisfies the provisions of Section 11(a) of the Securities Act
and Rule 158 thereunder;

                  (xi) cause all such Registrable Securities to be listed on
each securities exchange on which similar securities issued by the Company are
then listed, provided that the applicable listing requirements are satisfied;

                  (xii) keep Holders' Counsel advised in writing as to the
initiation and progress of any registration under Section 3, Section 4 or
Section 5 hereunder;

                  (xiii) cooperate with each seller of Registrable Securities
and each underwriter participating in the disposition of such Registrable
Securities and their respective counsel in connection with any filings required
to be made with the NASD; and

                  (xiv) take all other steps reasonably necessary to effect the
registration of the Registrable Securities contemplated hereby.

            (b) Seller Information. The Company may require each seller of
Registrable Securities as to which any registration is being effected to
furnish, and such seller shall furnish, to the Company such information
regarding such seller and the distribution of such securities as the Company may
from time to time reasonably request in writing.

            (c) Notice to Discontinue. Each Holder of Registrable Securities
agrees that, upon receipt of any notice from the Company of the happening of any
event of the kind described in Section 7(a)(v). such Holder shall forthwith
discontinue disposition of Registrable

                                      -11-

Securities pursuant to the Registration Statement covering such Registrable
Securities until such Holder's receipt of the copies of the supplemented or
amended prospectus contemplated by Section 7(a)(v) and, if so directed by the
Company, such Holder shall deliver to the Company (at the Company's expense) all
copies, other than permanent file copies then in such Holder's possession, of
the prospectus covering such Registrable Securities which is current at the time
of receipt of such notice. If the Company shall give any such notice, the
Company shall extend the period during which such Registration Statement shall
be maintained effective pursuant to this Agreement (including, without
limitation, the period referred to in Section 7(a)(ii)) by the number of days
during the period from and including the date of the giving of such notice
pursuant to Section 7(a)(v) to and including the date when sellers of such
Registrable Securities under such Registration Statement shall have received the
copies of the supplemented or amended prospectus contemplated by and meeting the
requirements of Section 7(a)(v).

            (d) Registration Expenses. The Company shall pay all expenses
arising from or incident to its performance of, or compliance with, this
Agreement, including, without limitation, (i) SEC, stock exchange and NASD
registration and filing fees, (ii) all fees and expenses incurred in complying
with securities or "blue sky" laws (including reasonable fees, charges and
disbursements of counsel to any underwriter incurred in connection with "blue
sky" qualifications of the Registrable Securities as may be set forth in any
underwriting agreement), (iii) all printing, messenger and delivery expenses,
(iv) the fees, charges and disbursements of counsel to the Company and of its
independent public accountants and any other accounting fees, charges and
expenses incurred by the Company (including, without limitation, any expenses
arising from any "cold comfort" letters or any special audits incident to or
required by any registration or qualification) and any legal fees, charges and
expenses incurred by the Company and, in the case of a Demand Registration, an
Incidental Registration or an S-3 Registration, the Holders' Counsel, and (v)
any liability insurance or other premiums for insurance obtained in connection
with any Demand Registration or piggy-back registration thereon. Incidental
Registration or S-3 Registration pursuant to the terms of this Agreement,
regardless of whether such Registration Statement is declared effective.
Notwithstanding the foregoing, the Company shall not be obligated to pay the
fees, expenses or charges of any Inspector other than Holders' Counsel. All of
the expenses described in the preceding sentence of this Section 7(d) are
referred to herein as "Registration Expenses." The Holders of Registrable
Securities sold pursuant to a Registration Statement shall bear the expense of
any broker's commission or underwriter's discount or commission relating to
registration and sale of such Holders' Registrable Securities and, subject to
clause (iv) above, shall bear the fees and expenses of their own counsel.

      8. Indemnification; Contribution.

            (a) Indemnification by the Company. The Company agrees to indemnify
and hold harmless each Holder (including each member, partner, officer and
director thereof and legal counsel and independent accountant thereto) and each
Person who or that controls (within the meaning of the Securities Act or the
Exchange Act) such Holder from and against any and all losses, claims, damages,
liabilities and expenses, joint or several (including reasonable costs of
investigation and including any of the foregoing incurred in connection with the
settlement of any commenced or threatened litigation) (collectively,
"Liabilities"), arising out of or based upon any untrue, or allegedly untrue,
statement of a material fact contained in any Registration

                                      -12-

Statement, prospectus or preliminary prospectus or notification or offering
circular (as amended or supplemented if the Company shall have furnished any
amendments or supplements thereto) or arising out of or based upon any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading under the
circumstances such statements were made or any violation or alleged violation by
the Company of the Securities Act, the Exchange Act, any state securities law or
any rule or regulation Promulgated under the Securities Act the Exchange Act or
any state securities laws or otherwise in connection with the offering covered
by such Registration Statement, except insofar as such Liability arises out of
or is based upon any untrue statement or alleged untrue statement or omission or
alleged omission contained in such Registration Statement, preliminary
prospectus or final prospectus in reliance upon information concerning such
Holder furnished in writing to the Company by such holder expressly for use
therein, including, without limitation, the information furnished to the Company
pursuant to Section 7(b) and except insofar as such Liability arises out of such
indemnified person's failure to send or give a copy of the final prospectus, as
the same may be then supplemented or amended, to the person asserting an untrue
statement or alleged untrue statement or omission or alleged omission at or
prior to the written confirmation of the sale of Registrable Securities to such
person if such statement or omission was corrected in such final prospectus so
long as such final prospectus, and any amendments or supplements thereto, have
been furnished to such indemnified person. The Company shall also provide
customary indemnities to any underwriters of the Registrable Securities, their
officers, directors and employees and each Person who controls such underwriters
(within the meaning of Section 15 of the Securities Act) to the same extent as
provided above with respect to the indemnification of the Holders of Registrable
Securities.

            (b) Indemnification by Holders. In connection with any Registration
Statement in which a Holder is participating pursuant to Section 3, Section 4 or
Section 5 hereof, each such Holder shall promptly furnish to the Company in
writing such information with respect to such Holder as the Company may
reasonably request or as may be required by law for use in connection with any
such Registration Statement or prospectus and all information required to be
disclosed in order to make the information previously furnished to the Company
by such Holder not materially misleading or necessary to cause such Registration
Statement not to omit a material fact with respect to such Holder necessary in
order to make the statements therein not misleading. Each Holder agrees to
indemnify and hold harmless the Company, the underwriters, if any, each other
Holder, each Person who controls the Company, any such underwriter or such other
Holder (within the meaning of Section 15 of the Securities Act) and their
respective officers, directors, partners, employees, agents and representatives
for any Liabilities arising out of or based upon any such information with
respect to such Holder furnished in writing to the Company by such Holder
expressly for use in such registration statement or prospectus, including,
without limitation, the information furnished to the Company pursuant to this
Section 8(b) in the event that such information is untrue, omits a material fact
required to be stated therein or necessary to make such information not
misleading under the circumstances; provided, however, that the total amount to
be indemnified by such Holder Pursuant to this Section 8(b) shall be limited to
the net proceeds received by such Holder in the offering to which the
Registration Statement or prospectus relates; provided, further, however, that
no such Holder will be liable for any amount paid in settlement of any such
claim, loss, damage, liability or action if such settlement is effected without
the consent of such Holder, which consent shall not be unreasonably withheld,
conditioned or delayed.

                                      -13-


            (c) Conduct of Indemnification Proceedings. Any Person entitled to
indemnification hereunder (the "Indemnified Party") agrees to give prompt
written notice to the indemnifying party (the "Indemnifying Party") after the
receipt by the Indemnified Party of any written notice of the commencement of
any action, suit, proceeding or investigation or threat thereof made in writing
for which the Indemnified Party intends to claim indemnification or contribution
pursuant to this Agreement; provided, however, that the failure so to notify the
Indemnifying Party shall not relieve the Indemnifying Party of any Liability
that it may have to the Indemnified Party hereunder (except to the extent that
the Indemnifying Party is materially prejudiced or otherwise forfeits material
rights or defenses by reason of such failure). If notice of commencement of any
such action is given to the Indemnifying Party as above provided, the
Indemnifying Party shall be entitled to participate in and, to the extent it may
wish, jointly with any other Indemnifying Party similarly notified, to assume
the defense of such action at its own expense, with counsel chosen by it and
reasonably satisfactory to such Indemnified Party. The indemnified Party shall
have the right to employ separate counsel in any such action and participate in
the defense thereof, but the fees and expenses of such counsel shall be paid by
the Indemnified Party unless (i) the Indemnifying Party agrees to pay the same,
(ii) the Indemnifying Party fails to assume the defense of such action with
counsel reasonably satisfactory to the Indemnified Party or (iii) the named
parties to any such action (including any impleaded parties) include both the
Indemnifying Party and the Indemnified Party and either of such parties has been
advised by its counsel that either (x) representation of such Indemnified Party
and the Indemnifying Party by the same counsel would be inappropriate under
applicable standards of professional conduct or (y) there may be one or more
legal defenses available to the Indemnified Party which are different from or
additional to those available to the Indemnifying Party. In any such case, the
Indemnifying Party shall not have the right to assume the defense of such action
on behalf of such Indemnified Party, it being understood, however, that the
Indemnifying Party shall not be liable for the fees and expenses of more than
one separate firm of attorneys (in addition to any local counsel) for all
similarly situated Indemnified Parties. No Indemnifying Party shall be liable
for any settlement entered into without its written consent, which consent
Shall not be unreasonably withheld. No Indemnifying Party shall, without the
consent of such Indemnified Party, effect any settlement of or consent to the
entry of any judgment of any pending or threatened proceeding in respect of
which such Indemnified Party is a party and indemnity has been sought hereunder
by such Indemnified Party, unless such settlement includes an unconditional
release of such Indemnified Party from all liability for claims that are the
subject matter of such proceeding.

            (d) Contribution. If the indemnification provided for in this
Section 8 from the Indemnifying Party is unavailable to an Indemnified Party
hereunder in respect of any Liabilities referred to therein, then the
Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such Liabilities in such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party and Indemnified Party in connection with the
actions which resulted in such Liabilities, as well as any other relevant
equitable considerations. The relative faults of such Indemnifying Party and
Indemnified Party shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact, has
been made by, or relates to information supplied by, such Indemnifying Party or
Indemnified Party, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such

                                      -14-


action. The amount paid or payable by a party as a result of the Liabilities
referred to above shall be deemed to include, subject to the limitations set
forth in Sections 8(a), 8(b) and 8(c), any legal or other fees, charges or
expenses reasonably incurred by such party in connection with any investigation
or proceeding; provided that the total amount to be contributed by any Holder
shall be limited to the net proceeds received by such Holder in the offering.

The parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 8(d) were determined by pro rata allocation or by any
other method of allocation which does not take account of the equitable
considerations referred to in the immediately preceding paragraph. No Person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any Person who was
not guilty of such fraudulent misrepresentation.

      9. Rule 144. The Company covenants that from and after the earliest of (a)
the IPO Effectiveness Date, (b) the registration by the Company of a class of
securities under Section 12 of the Exchange Act and (c) the issuance by the
Company of an offering circular pursuant to Regulation A under the Securities
Act it shall (i) file any reports required to be filed by it under the Exchange
Act and the Securities Act and (ii) take such further action as each Holder of
Registrable Securities may reasonably request (including providing any
information necessary to comply with Rule 144 under the Securities Act), all to
the extent required from time to time to enable such Holder to sell Registrable
Securities without registration under the Securities Act within the limitation
of the exemptions provided by (A) Rule 144 under the Securities Act, as such
rule may be amended from time to time or (B) any similar rules or regulations
hereafter adopted by the SEC. The Company shall, upon the request of any Holder
of Registrable Securities, deliver to such Holder a written statement as to
whether it has complied with such requirements.

      10. Limitations on Subsequent Registration Rights; No Inconsistent
Agreements.

            (i) The Company shall not, without the prior written consent of the
Investors holding at least 60% of the Registrable Securities held by all
Investors, enter into any other agreement with any holder or prospective holder
of any securities of the Company that would allow such holder or prospective
holder (a) to make a demand registration that could result in such registration
statement being declared effective prior to twelve (12) months after the Initial
Public Offering or (b) to have registration rights that are pari passu with or
superior to the rights granted to the Investors under this Agreement. The
Company represents and warrants that it has not granted to any Person the right
to request or require the Company to register any securities issued by the
Company, other than the rights granted to the Holders herein.

            (ii) The Company shall not enter into any agreement with respect to
its securities that is inconsistent with the rights granted to the Holders in
this Agreement or grant any additional registration rights to any Person or with
respect to any securities which are not Registrable Securities which are prior
in right to or inconsistent with the rights granted in this Agreement,

                                      -15-


      11. Miscellaneous.

            (a) Recapitalizations, Exchanges, Etc. The provisions of this
Agreement shall apply to the full extent set forth herein with respect to (i)
the shares of Common Stock, (ii) any and all shares of voting common stock of
the Company into which the shares of Common Stock are converted, exchanged or
substituted in any recapitalization or other capital reorganization by the
Company and (iii) any and all equity securities of the Company or any successor
or assign of the Company (whether by merger, consolidation, sale of assets or
otherwise) which may be issued in respect of, in conversion of, in exchange for
or in substitution of, the shares of Common Stock and shall be appropriately
adjusted for any stock dividends, splits, reverse splits, combinations,
recapitalizations and the like occurring after the date hereof. The Company
shall cause any successor or assign (whether by merger, consolidation, sale of
assets or otherwise) to enter into an agreement with the Holders on terms
substantially the same as this Agreement as a condition of any such transaction.

            (b) Remedies. The Holders, in addition to being entitled to exercise
all rights granted by law, including recovery of damages, shall be entitled to
specific performance of their rights under this Agreement. The Company agrees
that monetary damages would not be adequate compensation for any loss incurred
by reason of a breach by it of the provisions of this Agreement and hereby
agrees to waive in any action for specific performance the defense that a remedy
at law would be adequate.

            (c) Amendments and Waivers. Except as otherwise provided herein, the
provisions of this Agreement may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given
unless consented to in writing by (i) the Company and (ii) the Investors holding
at least 60% of the aggregate number of shares of Common Stock issued or
issuable upon conversion of the Series A Preferred Stock, the Series B Preferred
Stock and the Series C Preferred Stock owned by all of the Investors; provided,
however, that if any such amendment, modification, supplement, waiver or consent
would adversely change a specifically enumerated right or obligation hereunder
of one or more parties hereto (the "Adversely Affected Parties") in a way that
is adverse to the Adversely Affected Parties and in a manner different from the
manner in which such specifically enumerated right or obligation is changed with
respect to other parties hereto, such amendment or waiver shall also require the
written consent of each such Adversely Affected Party, Any such written consent
shall be binding upon the Company and all of the Holders.

            (d) Notices. All notices, demands and other communications provided
for or permitted hereunder shall be made in writing and shall be made by
registered or certified first- class mail, return receipt requested, facsimile,
courier service or personal delivery:

                        (i)   if to the Company:

                              Amicus Therapeutics, Inc.
                              6 Cedar Brook Drive
                              Cranbury, NJ 08512
                              Facsimile: (732) 745-9769
                              Attention: Chief Executive Officer

                        with a copy to:

                                      -16-


                              Paul, Hastings, Janofsky & Walker LLP
                              1055 Washington Boulevard
                              Stamford, CT 06901-2217
                              Facsimile: (203)359-3031
                              Attention: Elizabeth A. Brower, Esq.

                  (ii) if to any Holder, at its address as it appears on the
record books of the Company.

All such notices, demands and other communications shall be deemed to have been
duly given when delivered by hand, if personally delivered; when delivered by
courier, if delivered by commercial courier service; five (5) Business Days
after being deposited in the mail, postage prepaid, if mailed; and when receipt
is mechanically acknowledged, if sent by facsimile.

            (e) Successors and Assigns; Third Party Beneficiaries. This
Agreement shall inure to the benefit of and be binding upon the heirs, legatees,
legal representatives, successors and permitted assigns of each of the parties
hereto as hereinafter provided. The rights of the Holders set forth in this
Agreement shall be, with respect to any Registrable Security, automatically
transferred to any Person who is the transferee of such Registrable Security.
All of the obligations of the Company hereunder shall survive any such transfer.
Except as provided in Section 8, no Person other than the parties hereto and
their heirs, legatees, legal representatives, successors and permitted assigns
is intended to be a beneficiary of any of the rights granted hereunder.

            (f) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

            (g) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

            (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICTS OF LAW OF ANY JURISDICTION.

            (i) Severability. If any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal
or unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions hereof shall not be in any way impaired, it being intended that all
of the rights and privileges of the Holders shall be enforceable to the fullest
extent permitted by law.

                                      -17-


            (j) Entire Agreement. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein and
in the Series C Stock Purchase Agreement and the Stockholders Agreement. This
Agreement supersedes all prior agreements, understandings, or commitments,
whether oral or written, regarding the subject matter of this Agreement,
including without limitation, the Existing Investor Rights Agreement.

            (k) Further Assurances. Each of the parties shall execute such
documents and perform such further acts as may be reasonably required or
necessary to carry out or to perform the provisions of this Agreement.

            (l) Other Agreements. Nothing contained in this Agreement shall be
deemed to be a waiver of, or release from, any obligations any party hereto may
have under, or any restrictions on the transfer of Registrable Securities or
other securities of the Company imposed by, any other agreement including, but
not limited to, the Series B Stock Purchase Agreement or the Stockholders
Agreement.

            (m) Jury Trial Waiver. To the fullest extent permitted by law, and
as separately bargained-for-consideration, each party hereby waives any right to
trial by jury in any action, suit, proceeding or counterclaim of any kind
arising out of or relating to this Agreement.

            (n) Expenses. The Company shall pay, and hold the Investors and all
holders of Registrable Securities harmless against liability for the payment of
the reasonable fees and expenses incurred with respect to the enforcement of the
rights granted under this Agreement.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                      -18-


      IN WITNESS WHEREOF, the parties hereto have executed this SECOND AMENDED
AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first
paragraph hereof.

                                    AMICUS THERAPEUTICS, INC.,
                                    a Delaware corporation

                                    By: /s/ John Crowley
                                        --------------------------------------
                                        Name: John Crowley
                                        Title: Chief Executive Officer

                                    CHL MEDICAL PARTNERS II, L.P.
                                    By: Collinson, Howe & Lennox II, LLC
                                    Its: General Partner

                                    By: /s/ Gregory M. Weinhoff
                                        --------------------------------------
                                        Name: Gregory M. Weinhoff
                                        Title: Vice President

                                    CHL MEDICAL PARTNERS II, SIDE FUND L.P.
                                    By: Collinson, Howe & Lennox II, LLC
                                    Its: General Partner

                                    By: /s/ Gregory M. Weinhoff
                                        --------------------------------------
                                        Name: Gregory M. Weinhoff
                                        Title: Vice President

                 [SIGNATURE PAGE TO SECOND AMENDED AND RESTATED
                           INVESTOR RIGHTS AGREEMENT]



                                    CANAAN EQUITY III L.P.

                                    By: Canaan Equity Partners III LLC
                                        Member

                                    By: /s/ Seth A. Rudnick
                                        --------------------------------------
                                        Name: Seth A. Rudnick, M.D.
                                        Title:

                                    CANAAN EQUITY III ENTREPRENEURS LLC
                                    By: Canaan Equity Partners III LLC
                                        Member/Manager

                                    By: /s/ Seth A. Rudnick
                                        --------------------------------------
                                        Name: Seth A. Rudnick, M.D.
                                        Title:

                                    NEW ENTERPRISE ASSOCIATES II, LIMITED
                                    PARTNERSHIP
                                    By: NEA Partners II, Limited Partnership
                                    Its: General Partner

                                    By: NEA II GP, LLC
                                    Its: General Partner

                                    By: /s/ Charles W. Newhall III
                                        --------------------------------------
                                        Name: Charles W. Newhall III
                                        Title: General Partner

                 [SIGNATURE PAGE TO SECOND AMENDED AND RESTATED
                           INVESTOR RIGHTS AGREEMENT]



                                    NEA VENTURES 2004, LIMITED PARTNERSHIP

                                    By: /s/ Pamela J. Clark
                                        --------------------------------------
                                        Name: Pamela J. Clark
                                        Title: Vice President

                                    PROSPECT VENTURE PARTNERS II, L,P.
                                    By: Prospect Management Co. II, LLC
                                    Its: General Partner

                                    By: /s/ Alex Barkas
                                        --------------------------------------
                                        Name:
                                        Title:

                                    PROSPECT ASSOCIATES II, L.P.
                                    By: Prospect Management Co. II, LLC
                                    Its: General Partner

                                    By: /s/ Alex Barkas
                                        --------------------------------------
                                        Name:
                                        Title:

                                    RADIUS VENTURE PARTNERS II, L.P.
                                    By: /s/ Radius Venture Partners II, L.P.
                                    Its: General Partner

                                    By: /s/ Jordan Davis
                                        --------------------------------------
                                        Name: JORDAN DAVIS
                                        Title: Managing Member

                 [SIGNATURE PAGE TO SECOND AMENDED AND RESTATED
                           INVESTOR RIGHTS AGREEMENT]



                                    FRAZIER HEALTHCARE IV, L.P.
                                    By: FHM IV, LP
                                    Its: General Partner

                                    By: FHM IV, LLC
                                    Its: General Partner

                                    By: /s/ Nader Naini
                                        -------------------------------------
                                        Name: Nader Naini
                                        Title: Manager

                                    FRAZIER AFFILIATES IV, L.P.
                                    By: FHM IV, LP
                                    Its: General Partner

                                    By: FHM IV, LLC
                                    Its: General Partner

                                    By: /s/ Nader Naini
                                        -------------------------------------
                                        Name: Nader Naini
                                        Title: Manager

                                    HUTTON LIVING TRUST
                                    dated 12/10/96

                                    By: /s/ Wende Hutton
                                        -------------------------------------
                                        Wende Hutton, Trustee

                 [SIGNATURE PAGE TO SECOND AMENDED AND RESTATED
                           INVESTOR RIGHTS AGREEMENT]



                                    QUAKER BIOVENTURES, L.P.

                                    By: Quaker Bioventures Capital, L.P., its
                                    general partner

                                    By: Quaker Bioventures Capital, LLC, its
                                    general partner

                                    By: /s/ R. Eric Emrich
                                        --------------------------------------
                                        Name: R. Eric Emrich
                                        Title: CFO/VP

                                    GARDEN STATE LIFE SCIENCES
                                    VENTURE FUND, L.P.

                                    By: Quaker Bioventures Capital, L.P., its
                                    general partner

                                    By: Quaker Bioventures Capital. LLC, its
                                    general partner

                                    By: /s/ R. Eric Emrich
                                        --------------------------------------
                                        Name: R. Eric Emrich
                                        Title: CFO/VP

                                    DILIP MEHTA

                                    /s/ Dilip Mehta
                                    -----------------------------------------
                                    Dilip Mehta

                 [SIGNATURE PAGE TO SECOND AMENDED AND RESTATED
                           INVESTOR RIGHTS AGREEMENT]



                                  PALO ALTO HEALTHCARE FUND, L.P.

                                  By: Palo Alto Investors, LLC., General Partner

                                  By: Palo Alto Investors, Manager

                                  By: /s/ William L. Edwards
                                      --------------------------------------
                                      William L. Edwards, President

                                  PALO ALTO FUND II, L.P.

                                  By: Palo Alto Investors, LLC., General Partner

                                  By: Palo Alto Investors, Manager

                                  By: /s/ William L. Edwards
                                      --------------------------------------
                                      William L. Edwards, President

                                  MICRO CAP PARTNERS, L.P.

                                  By: Palo Alto Investors, LLC., General Partner

                                  By: Palo Alto Investors, Manager

                                  By: /s/ William L. Edwards
                                      --------------------------------------
                                      William L. Edwards, President

                                  UBTI FREE, L.P.

                                  By: Palo Alto Investors, LLC., General Partner

                                  By: Palo Alto Investors, Manager

                                  By: /s/ William L. Edwards
                                      --------------------------------------
                                      William L. Edwards, President

                 [SIGNATURE PAGE TO SECOND AMENDED AND RESTATED
                           INVESTOR RIGHTS AGREEMENT]



                                   Schedule I
                                    Investors

Canaan Equity III, L.P,

Canaan Equity III Entrepreneurs, LLC

CHL, Medical Partners II, L.P.

CHL, Medical Partners II Side Fund, L.P.

Frazier Healthcare IV, L.P.

Frazier Affiliates IV, L.P.

Hutton Living Trust dated 12/10/96

New Enterprise Associates II, Limited Partnership

Prospect Venture Partners II, L.P.

Prospect Associates II, L.P.

Radius Venture Partners II, L.P.

Dilip Mehta

Quaker Bio Ventures, L.P,

Garden State Life Sciences Venture Fund, L.P.

Micro Cap Partners, L.P.

UBTI Free L.P.

Palo Alto Healthcare Fund, L.P.

Palo Alto Fund II, L.P.



                                   Schedule II

Mount Sinai School of Medicine

General Electric Capital Corporation



                                    AMENDMENT
                                       TO
                           SECOND AMENDED AND RESTATED
                            INVESTOR RIGHTS AGREEMENT

      This AMENDMENT, dated as of May 16, 2006, amends that certain Second
Amended And Restated Investor Rights Agreement, dated as of August 17, 2005 (the
"Investor Rights Agreement"), by and among Amicus Therapeutics, Inc., a Delaware
corporation (the "Company"), and the parties listed on Schedule I thereto and
the parties listed on Schedule II thereto. Capitalized terms used herein without
definition shall have the meaning for such terms as set forth in the Investor
Rights Agreement.

      WHEREAS, the Company and certain of its stockholders are parties to the
Investor Rights Agreement;

      WHEREAS, the undersigned persons represent at least 60% of the shares of
Common Stock issued or issuable upon the conversion of outstanding Series A
Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, together
as a single class, which constitute the persons necessary to effect the
amendments set forth herein; and

      WHEREAS, the Company and the undersigned wish to amend the Investor Rights
Agreement to ensure that the demand registration rights are not permitted to be
exercised prior to the 180 day period following the consummation of the initial
public offering of shares of Common Stock of the Company;

      NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein and for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto amend the Investor
Rights Agreement as follows:

      1. Section 3 (a) of the Investor Rights Agreement is amended by adding the
phrase "the 180-day period following" after the phrase "At any time" and before
"the IPO Effectiveness Date" in the first sentence thereof.

      2. The Investor Rights Agreement, as amended by this Amendment, contains
the entire understanding of the parties, and any reference on or after the date
of this Amendment to the Investor Rights Agreement shall mean such Investor
Rights Agreement as amended by this Amendment. This Amendment shall be binding
on all parties to the Investor Rights Agreement, whether or not such party has
signed below, in accordance with the original terms of the Investor Rights
Agreement.

      3. In all other respects, the Investor Rights Agreement survives the
execution of this Amendment and continues in full force and effect



      IN WITNESS WHEREOF, the undersigned have caused this Amendment to the
Investor Rights Agreement to be duly executed as an instrument under seal as of
the date first set forth above.

                                    AMICUS THERAPEUTICS, INC.

                                    By: /s/ John F. Crowley
                                        -------------------------------------
                                        Name: John F. Crowley
                                        Title: Chief Executive Officer

                                    CANAAN EQUITY III L.P.
                                    By: Canaan Equity Partners III LLC, Member

                                    By: /s/ Guy M. Russo
                                        -------------------------------------
                                        Name: Guy M. Russo
                                        Title: CFO & Administrative Partner

                                    CANAAN EQUITY III ENTREPRENEURS LLC
                                    By: Canaan Equity Partners III LLC,
                                                 Member/Manager

                                    By: /s/ Guy M. Russo
                                        -------------------------------------
                                        Name: Guy M. Russo
                                        Title: CFO & Administrative Partner

                                    CHL MEDICAL PARTNERS II, L.P.
                                    By: Collinson, Howe & Lennox II, LLC,
                                               Its General Partner

                                    By: /s/ Gregory M. Weinhoff
                                        -------------------------------------
                                        Name: Gregory M. Weinhoff
                                        Title: Vice President



                                    CHL MEDICAL PARTNERS II SIDE FUND, L.P.
                                    By: Collinson, Howe & Lennox II, LLC,
                                            Its General Partner


                                    By: /s/ Gregory M. Weinhoff
                                        -------------------------------------
                                        Name: Gregory M. Weinhoff
                                        Title: Vice President

                                    NEW ENTERPRISE ASSOCIATES II, LIMITED
                                    PARTNERSHIP
                                    By: NEA Partners II, Limited Partnership,
                                           Its General Partner

                                    By: /s/ Eugene A. Treinor III
                                        --------------------------------------
                                        Name: Eugene A. Treinor
                                        Title: Manager

                                    NEA VENTURES 2004, LIMITED PARTNERSHIP

                                    By: /s/ Pamela J. Clark
                                        --------------------------------------
                                        Name: Pamela J. Clark
                                        Title: Vice President

                                    PROSPECT VENTURES PARTNERS
                                    By: Prospect Management Co. II, LLC,
                                           Its General Partner

                                    By: /s/ Alex Barkas
                                        --------------------------------------
                                        Name: Alex Barkas
                                        Title: Managing Member



                                    PROSPECT ASSOCIATES II, L.P.
                                    By: Prospect Management Co. II, LLC
                                           Its General Partner

                                    By: /s/ Alex Barkas
                                        --------------------------------------
                                        Name: Alex Barkas
                                        Title: Managing Member

                                    RADIUS VENTURE PARTNERS II, L.P.
                                    By: Radius Venture Partners II, LLC
                                            Its General Partner

                                    By:
                                        --------------------------------------
                                        Name:
                                        Title:

                                    FRAZIER HEALTHCARE IV, L.P.
                                    By: FHM IV, LP, Its General Partner

                                    By: /s/ James Topper
                                        --------------------------------------
                                        Name: James Topper
                                        Title: General Partner

                                    FRAZIER AFFILIATES IV, L.P.
                                    By: FHM IV, LP, Its General Partner

                                    By: /s/ James Topper
                                        --------------------------------------
                                        Name: James Topper
                                        Title: General Partner

                                    HUTTON LIVING TRUST, DATED 12/10/06

                                    By:
                                        --------------------------------------
                                        Name:
                                        Title:



                                    QUAKER BIOVENTURES, L.P.

                                    By: Quaker Bioventures Capital, L.P., Its
                                            General Partner
                                    By: Quaker Bioventures Capital, LLC, Its
                                            General Partner

                                    By: /s/ Sherrill Neff
                                        --------------------------------------
                                        Name: Sherrill Neff
                                        Title: Managing Partner

                                    GARDEN STATE LIFE SCIENCES VENTURE
                                    FUND, L.P.

                                    By: Quaker Bioventures Capital, L.P., Its
                                            General Partner
                                    By: Quaker Bioventures Capital, LLC, Its
                                            General Partner

                                    By: /s/ Sherrill Neff
                                        --------------------------------------
                                        Name: Sherrill Neff
                                        Title: Managing Partner

                                    DILIP MEHTA

                                    ------------------------------------------
                                    Dilip Mehta

                                    PALO ALTO HEALTHCARE FUND, L.P.

                                    By: Palo Alto Investors, LLC, General
                                    Partner
                                    By: Palo Alto Investors, Manager

                                    By:
                                        --------------------------------------
                                        Name:
                                        Title:



                                    PALO ALTO FUND II, L.P.
                                    By: Palo Alto Investors, LLC, General
                                    Partner
                                    By: Palo Alto Investors, Manager

                                    By: ______________________________________
                                    Name:
                                    Title:

                                    MICRO CAP PARTNERS, L.P.
                                    By: Palo Alto Investors, LLC, General
                                    Partner
                                    By: Palo Alto Investors, Manager

                                    By: ______________________________________
                                    Name:
                                    Title:

                                    UBTI FREE, L.P.
                                    By: Palo Alto Investors, LLC, General
                                    Partner
                                    By: Palo Alto Investors, Manager

                                    By: ______________________________________
                                    Name:
                                    Title:

                                                                     EXHIBIT 4.3

                                                                  Execution Copy

NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE OR
DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF
COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS
NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES
AND EXCHANGE COMMISSION.

WARRANT TO PURCHASE 40,000 SHARES OF COMMON STOCK

                                                                 August 28, 2002

THIS CERTIFIES THAT, for value received, GENERAL ELECTRIC CAPITAL CORPORATION
("Holder") is entitled to subscribe for and purchase Forty Thousand (40,000)
shares (the "Shares") of the fully paid and nonassessable Common Stock, par
value $.01 per share (the "Common Stock") of AMICUS THERAPEUTICS, INC., A
DELAWARE corporation (the "Company"), at the Warrant Price (as hereinafter
defined), subject to the provisions and upon the terms and conditions
hereinafter set forth.

1. Warrant Price. The Warrant Price shall initially be Seventy-Five Cents ($.75)
per Share, subject to adjustment as provided in Section 7 below.

2. Conditions to Exercise. The purchase right represented by this Warrant may be
exercised at any time, or from time to time, in whole or in part during the term
commencing on the date hereof and ending at 5:00 P.M. Pacific time on the tenth
anniversary of the date of this Warrant.

3. Method of Exercise; Payment; Issuance of Shares; Issuance of New Warrant.

(a) Cash Exercise. Subject to Section 2 hereof, the purchase right represented
by this Warrant may be exercised by the Holder hereof, in whole or in part, by
the surrender of this Warrant (with a duly executed Notice of Exercise in the
form attached hereto) at the principal office of the Company (as set forth in
Section 18 below) and by payment to the Company, by check, of an amount equal to
the then applicable Warrant Price per share multiplied by the number of Shares
then being purchased. In the event of any exercise of the rights represented by
this Warrant, certificates for the Shares of stock so purchased shall be in the
name of, and delivered to, the Holder hereof, or as such Holder may direct
(subject to the terms of transfer contained herein and upon payment by such
Holder hereof of any applicable transfer taxes). Such delivery shall be made
within 30 days after exercise of the Warrant and at the Company's expense and,
unless this Warrant has been fully exercised or expired, a new Warrant having
terms and conditions substantially identical to this Warrant and representing
the portion of the Shares, if any, with respect to which this Warrant shall not
have been exercised, shall also be issued to the Holder hereof within 30 days
after exercise of the Warrant.



(b) Net Issue Exercise. Holder may also elect to receive Shares equal to the
value of this Warrant (or of any portion thereof remaining unexercised) by
surrender of this Warrant at the principal office of the Company together with
notice of such election, in which event the Company shall issue to Holder the
number of Shares computed using the following formula:

      X = Y (A-B)
          -------
             A

      Where:

      X = the number of Shares to be issued to Holder.

      Y = the number of Shares purchasable under this Warrant (at the date
          of such calculation).

      A = the Fair Market Value of one share of Common Stock (at the date
          of such calculation).

      B = Warrant Price (as adjusted to the date of such calculation).

(c) Fair Market Value. For purposes of this Section 3, Fair Market Value of one
share of the Company's Common Stock shall mean:

      (i) In the event of an exercise in connection with an initial public
      offering, the per share Fair Market Value for the Common Stock shall be
      the offering price at which the underwriters initially sell Common Stock
      to the public; or

      (ii) The average of the closing bid and asked prices of Common Stock
      quoted in the Over-The-Counter Market Summary, the last reported sale
      price quoted on the Nasdaq National Market System ("NMS") or on the
      principal stock exchange on which the Common Stock is listed, whichever
      is applicable, as published in the Western Edition of the Wall Street
      Journal for the ten (10) trading days prior to the date of determination
      of Fair Market Value; or

      (iii) In the event of an exercise in connection with a merger, acquisition
      or other consolidation in which the Company is not the surviving entity,
      the per share Fair Market Value shall be the value to be received per
      share of Common Stock by all holders of the Common Stock in such
      transaction as determined by the Board of Directors; or

      (iv) In any other instance, the per share Fair Market Value shall be as
      determined in good faith by the Company's Board of Directors.

      In the event of 3(c)(iii) or 3(c)(iv), above, the Company's Board of
      Directors shall prepare a certificate, to be signed by an authorized
      officer of the Company, setting forth in reasonable detail the basis for
      and method of determination of the per share Fair Market Value. The Board
      will also certify to the Holder that this per share Fair Market Value will
      be applicable to all holders of the Company's Common Stock. Such
      certification must be made to Holder at least thirty (30) business days
      prior to the proposed effective date of the merger, consolidation, sale,
      or other triggering event as defined in 3(c)(iii) or 3(c)(iv).

(d) Automatic Exercise. To the extent this Warrant is not previously exercised
and the Fair Market Value exceeds the Warrant Price at such time, it shall be
automatically exercised in accordance with Sections 3(b) and 3(c) hereof (even
if not surrendered) immediately before its expiration, involuntary termination
or cancellation.

                                     - 2 -


4. Representations and Warranties of Holder and the Company.

(a) Representations and Warranties by Holder. The Holder represents and warrants
to the Company with respect to this purchase as follows:

      (i) The Holder has substantial experience in evaluating and investing in
      private placement transactions of securities of companies similar to the
      Company so that the Holder is capable of evaluating the merits and risks
      of its investment in the Company and has the capacity to protect its
      interests.

      (ii) Except for transfers to a Holder's affiliates, the Holder is
      acquiring this Warrant and the Shares issuable upon exercise of the
      Warrant (collectively the "Securities") for investment for its own account
      and not with a view to, or for resale in connection with, any distribution
      thereof. The Holder understands that the Securities have not been
      registered under the Securities Act of 1933, as amended (the "Act") by
      reason of a specific exemption from the registration provisions of the Act
      which depends upon, among other things, the bona fide nature of the
      investment intent as expressed herein.

      (iii) The Holder acknowledges that the Securities must be held
      indefinitely unless subsequently registered under the Act or an exemption
      from such registration is available. The Holder is aware of the provisions
      of Rule 144 promulgated under the Act.

      (iv) The Holder is an "accredited investor" within the meaning of
      Regulation D promulgated under the Act.

      (v) The Holder has had an opportunity to discuss the Company's business,
      management and financial affairs with its management and an opportunity to
      review the Company's facilities. The Holder understands that such
      discussions, as well as the written information issued by the Company,
      were intended to describe the aspects of the Company's business and
      prospects which the Company believes to be material but were not
      necessarily a thorough or exhaustive description. The Holder is relying
      solely on its own investigation of the Company's business and prospects
      and not on any representation made by the Company other than as provided
      in Section 4(b) hereof.

(b) Company hereby represents and warrants to Holder that, except as set forth
in the schedule attached to this Warrant as Exhibit A (the "Disclosure
Schedule"), the statements in the following paragraphs of this Section 4(b) are
true and correct as of the date hereof.

            (i) Corporate Organization and Authority. Company (a) is a
corporation duly organized, validly existing, and in good standing in its
jurisdiction of incorporation, (b) has the corporate power and authority to own
and operate its properties and to carry on its business as now conducted and as
proposed to be conducted; and (c) is qualified as a foreign corporation in all
jurisdictions where such qualification is required, except where failure to be
qualified would not have a material adverse effect on the Company.

            (ii) Corporate Power. Company has all requisite legal and corporate
power and authority to execute, issue and deliver the Warrant, to issue the
Common Stock issuable

                                     - 3 -


upon exercise or conversion of the Warrant, and to carry out and perform its
obligations under the Warrant and any related agreements.

            (iii) Authorization; Enforceability. All corporate action on the
part of Company, its officers, directors and shareholders necessary for the
authorization, execution, delivery and performance of its obligations under this
Warrant and for the authorization, issuance and delivery of the Warrant and
Common Stock issuable upon exercise of the Warrant has been and this Warrant
constitutes the legally binding and valid obligation of Company enforceable in
accordance with its terms.

            (iv) Valid Issuance of Warrant and Common Stock. The Warrant has
been validly issued and is free of restrictions on transfer other than
restrictions on transfer set forth herein and under applicable state and federal
securities laws. The Common Stock issuable upon conversion of this Warrant, when
issued, sold and delivered in accordance with the terms of this Warrant for the
consideration expressed herein, will be duly and validly issued, fully paid and
nonassessable, and will be free of restrictions on transfer other than
restrictions on transfer under this Warrant and under applicable state and
federal securities laws. Subject to applicable restrictions on transfer, the
issuance and delivery of the Warrant and the Common Stock issuable upon
conversion of the Warrant are not subject to any preemptive or other similar
rights or any liens or encumbrances except as specifically set forth in the
Company's Certificate of Incorporation or this Warrant. Provided that the Holder
continues to be an "accredited investor" within the meaning of Regulation D
promulgated under the Act, the offer, sale and issuance of the Warrant and
Common Stock, as contemplated by this Warrant, are exempt from the prospectus
and registration requirements of applicable United States federal and state
security laws, and neither Company nor any authorized agent acting on its behalf
has or will take any action hereafter that would cause the loss of such
exemption.

            (v) No Conflict with Other Instruments. The execution, delivery, and
performance of this Warrant will not result in any violation of, be in conflict
with, or constitute a default under, with or without the passage of time or the
giving of notice (a) any provision of Company's Certificate of Incorporation or
by-laws; (b) any provision of any judgment, decree, or order to which the
Company is a party or by which it is bound or an event which results in the
creation of any material lien, charge or encumbrance upon any material assets of
Company; (c) any contract, obligation, or commitment to which Company is a party
or by which it is bound; or (d) any statute, rule, or governmental regulation
applicable to Company.

            (vi) Capitalization. As of the date hereof, the authorized capital
stock of Company consists of 10,000,000 shares of Common Stock, $.01 par value,
of which 2,304,041 shares are issued and outstanding, and 3,333,334 shares of
Preferred Stock, $.01 par value, all of which have been designated Series A
Preferred Stock and are issued and outstanding. The outstanding shares have been
duly authorized and validly issued (including, without limitation, issued in
compliance with applicable federal and state securities laws), are fully paid
and nonassessable and have been issued in compliance with the registration and
prospectus delivery requirements of the Securities Act and the registration and
qualification requirements of all applicable state securities laws, or in
compliance with applicable exemptions therefrom. The Company has reserved 40,000
Shares of Common Stock for issuance upon exercise of this Warrant. Except as set
forth in Section 4(b) of the Disclosure Schedule, there are no outstanding

                                     - 4 -


warrants, options, conversion privileges, preemptive rights or other rights or
agreements to purchase or otherwise acquire or issue any equity securities or
convertible securities of Company, nor has the issuance of any of the aforesaid
rights to acquire securities of Company been authorized.

            (vii) Governmental Consents. No consent, approval, order or
authorization of, or registration, qualification, designation, declaration or
filing with, any federal, state or local governmental authority on the part of
Company is required in connection with the offer, sale or issuance of the
Warrant (and the Common Stock issuable upon the exercise of this Warrant), or
the consummation of any other transaction contemplated hereby, except for the
following: (a) the filing of a notice on Form D under the Act and (b) the
compliance with other applicable state securities laws, which compliance will
have occurred within the appropriate time periods therefore. Provided that the
Holder continues to be an "accredited investor" within the meaning of Regulation
D promulgated under the Act, the offer, sale and issuance of the Warrant and the
Shares of Common Stock in conformity with the terms of this Warrant are exempt
from the registration requirements of the Act and any applicable state laws.

5. LEGENDS.

(a) Each certificate representing the Securities shall be endorsed with the
following legend:

            THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
            OF 1933 AND MAY NOT BE TRANSFERRED UNLESS COVERED BY AN EFFECTIVE
            REGISTRATION STATEMENT UNDER SAID ACT, A "NO ACTION" LETTER FROM THE
            SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO SUCH TRANSFER, A
            TRANSFER MEETING THE REQUIREMENTS OF RULE 144 OF THE SECURITIES AND
            EXCHANGE COMMISSION, OR (IF REASONABLY REQUIRED BY THE COMPANY) AN
            OPINION OF COUNSEL SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY
            SUCH TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

            The Company need not enter into its stock records a transfer of
Securities unless the conditions specified in the foregoing legend are
satisfied. The Company may also instruct its transfer agent not to allow the
transfer of any of the Shares unless the conditions specified in the foregoing
legend are satisfied.

            (b) Removal of Legend and Transfer Restrictions. The legend relating
to the Act endorsed on a certificate pursuant to paragraph 5(a) of this Warrant
shall be removed and the Company shall issue a certificate without such legend
to the Holder of the Securities if (i) the Securities are registered under the
Act and a prospectus meeting the requirements of Section 10 of the Act is
available and such securities are sold pursuant to that registration statement,
or (ii) the Holder provides to the Company an opinion of counsel for the Holder
reasonably satisfactory to the Company, a no-action letter or interpretive
opinion of the staff of the SEC reasonably satisfactory to the Company, or other
evidence reasonably satisfactory to the Company, to the

                                     - 5 -


effect that public sale, transfer or assignment of the Securities may be made
pursuant to Rule 144(k) under the Act or otherwise without registration and
without compliance with any restriction such as Rule 144 under the Act.

6. Condition of Transfer or Exercise of Warrant. It shall be a condition to any
transfer or exercise of this Warrant that at the time of such transfer or
exercise, the Holder shall provide the Company with a representation in writing
that the Holder or transferee, including any affiliate transferee of Holder, is
acquiring this Warrant and the Shares of Stock to be issued upon exercise for
investment purposes only and not with a view to any sale or distribution, or
will provide the Company with a statement of pertinent facts covering any
proposed distribution. As a further condition to any transfer of this Warrant or
any or all of the Shares of Stock issuable upon exercise of this Warrant, other
than a transfer registered under the Act, the Company may request a legal
opinion, in form and substance satisfactory to the Company and its counsel,
reciting the pertinent circumstances surrounding the proposed transfer and
stating that such transfer is exempt from the registration and prospectus
delivery requirements of the Act. The Company shall not require Holder to
provide an opinion of counsel if the transfer is to an affiliate of Holder. Each
certificate evidencing the Shares issued upon exercise of the Warrant or upon
any transfer of the Shares (other than a transfer registered under the Act or
any subsequent transfer of Shares so registered) shall, at the Company's option,
if the Shares are not freely saleable under Rule 144(k) under the Act, contain a
legend in form and substance satisfactory to the Company and its counsel,
restricting the transfer of the Shares to sales or other dispositions exempt
from the requirements of the Act and the transferee shall agree to be bound by
the provisions of this Section 6. As further condition to each transfer, at the
request of the Company, the Holder shall surrender this Warrant to the Company
and the transferee shall receive and accept a Warrant, of like tenor and date,
executed by the Company.

7. Adjustment for Certain Events. The number and kind of securities purchasable
upon the exercise of this Warrant and the Warrant Price shall be subject to
adjustment from time to time upon the occurrence of certain events, as follows:

      (a) Reclassification or Merger. In case of any reclassification or change
of securities of the class issuable upon exercise of this Warrant (other than a
change in par value, or from par value to no par value, or from no par value to
par value, or as a result of a subdivision or combination), or in case of any
merger of the Company with or into another corporation (other than a merger with
another corporation in which the Company is the acquiring and the surviving
corporation and which does not result in any reclassification or change of
outstanding securities issuable upon exercise of this Warrant), the Company, or
such successor or purchasing corporation, as the case may be, shall duly execute
and deliver to the Holder a new Warrant (in form and substance satisfactory to
the Holder of this Warrant), or the Company shall make appropriate provision
without the issuance of a new Warrant, so that the Holder shall have the right
to receive, at a total purchase price not to exceed that payable upon the
exercise of the unexercised portion of this Warrant, and in lieu of the Shares
of Common Stock theretofore issuable upon exercise of this Warrant, the kind and
amount of shares of stock, other securities, money and property receivable upon
such reclassification, change, merger or sale by a Holder of the number of
shares of stock then purchasable under this Warrant, or in the case of such a
merger or sale in which the consideration paid consists all or in part of assets
other than cash or securities of the successor or purchasing corporation or the
parent entity of that successor or

                                     - 6 -


purchasing corporation, at the option of the Holder, the securities of the
successor or purchasing corporation having a value at the time of the
transaction equivalent to the value of the Common Stock purchasable upon
exercise of this Warrant at the time of the transaction. Any new Warrant shall
provide for adjustments that shall be as nearly equivalent as may be practicable
to the adjustments provided for in this Section 7. The provisions of this
subparagraph (a) shall similarly apply to successive reclassifications, changes,
mergers and transfers.

      (b) Subdivision or Combination of Shares. If the Company at any time while
this Warrant remains outstanding and unexpired shall subdivide or combine its
outstanding shares of Common Stock, the Warrant Price shall be proportionately
decreased and the number of Shares issuable hereunder shall be proportionately
increased in the case of a subdivision and the Warrant Price shall be
proportionately increased and the number of Shares issuable hereunder shall be
proportionately decreased in the case of a combination.

      (c) Stock Dividends and Other Distributions. If the Company at any time
while this Warrant is outstanding and unexpired shall (i) pay a dividend with
respect to Common Stock payable in Common Stock, then the Warrant Price shall be
adjusted, from and after the date of determination of shareholders entitled to
receive such dividend or distribution, to that price determined by multiplying
the Warrant Price in effect immediately prior to such date of determination by a
fraction (A) the numerator of which shall be the total number of shares of
Common Stock outstanding immediately prior to such dividend or distribution, and
(B) the denominator of which shall be the total number of shares of Common Stock
outstanding immediately after such dividend or distribution; or (ii) make any
other distribution with respect to Common Stock (except any distribution
specifically provided for in Sections 7(a) and 7(b)), then, in each such case,
provision shall be made by the Company such that the Holder of this Warrant
shall receive upon exercise of this Warrant a proportionate share of any such,
dividend or distribution as though it were the Holder of the number of Shares
then issuable upon exercise of this Warrant as of the record date fixed for the
determination of the shareholders of the Company entitled to receive such
dividend or distribution.

      (d) Adjustment of Number of Shares. Upon each adjustment in the Warrant
Price, the number of Shares purchasable hereunder shall be adjusted, to the
nearest whole share, to the product obtained by multiplying the number of Shares
purchasable immediately prior to such adjustment in the Warrant Price by a
fraction, the numerator of which shall be the Warrant Price immediately prior to
such adjustment and the denominator of which shall be the Warrant Price
immediately thereafter.

8. Notice of Adjustments. Whenever any Warrant Price or the kind or number of
securities issuable under this Warrant shall be adjusted pursuant to Section 7
hereof, the Company shall prepare a certificate signed by an officer of the
Company setting forth, in reasonable detail, the event requiring the adjustment,
the amount of the adjustment, the method by which such adjustment was
calculated, and the Warrant Price and number or kind of shares issuable upon
exercise of the Warrant after giving effect to such adjustment, and shall cause
copies of such certificate to be mailed (by certified or registered mail, return
receipt required, postage prepaid) within thirty (30) days of such adjustment to
the Holder of this Warrant as set forth in Section 18 hereof.

                                     - 7 -


9. Transferability of Warrant. This Warrant is transferable on the books of the
Company at its principal office by the registered Holder hereof upon surrender
of this Warrant properly endorsed, subject to compliance with Section 6 and
applicable federal and state securities laws. The Company shall issue and
deliver to the transferee a new Warrant representing the Warrant so transferred.
Upon any partial transfer, the Company will issue and deliver to the Holder a
new Warrant with respect to the Warrant not so transferred. Holder shall not
have any right to transfer any portion of this Warrant to any direct competitor
of the Company.

10. Registration Rights. The Company agrees to grant certain registration rights
to Holder pursuant to Amendment No. 1 to Investor Rights Agreement dated as of
the date hereof among the Company and the parties set forth therein (the
"Amendment Agreement") with respect to the Shares obtained by Holder upon
exercise of the Warrant.

11. No Fractional Shares. No fractional Share of Common Stock will be issued in
connection with any exercise hereunder, but in lieu of such fractional Share the
Company shall make a cash payment therefor upon the basis of the Warrant Price
then in effect.

12. Charges, Taxes and Expenses. Issuance of certificates for Shares of Common
Stock upon the exercise of this Warrant shall be made without charge to the
Holder for any United States or State of the United States documentary stamp tax
or other incidental expense with respect to the issuance of such certificate,
all of which taxes and expenses shall be paid by the Company, and such
certificates shall be issued in the name of the Holder.

13. No Shareholder Rights Until Exercise. This Warrant does not entitle the
Holder hereof to any voting rights or other rights as a shareholder of the
Company prior to the exercise hereof.

14. Registry of Warrant. The Company shall maintain a registry showing the name
and address of the registered Holder of this Warrant. This Warrant may be
surrendered for exchange or exercise, in accordance with its terms, at such
office or agency of the Company, and the Company and Holder shall be entitled to
rely in all respects, prior to written notice to the contrary, upon such
registry.

15. Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by the
Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant, and, in the case of loss, theft, or
destruction, of indemnity reasonably satisfactory to it, and, if mutilated, upon
surrender and cancellation of this Warrant, the Company will execute and deliver
a new Warrant, having terms and conditions substantially identical to this
Warrant, in lieu hereof.

16. Miscellaneous.

      (a) Issue Date. The provisions of this Warrant shall be construed and
      shall be given effect in all respect as if it had been issued and
      delivered by the Company on the date hereof.

      (b) Successors. This Warrant shall be binding upon any successors or
      assigns of the Company.

                                     - 8 -


      (c) Governing Law. This Warrant shall be governed by and construed in
      accordance with the laws of the State of Connecticut.

      (d) Headings. The headings used in this Warrant are used for convenience
      only and are not to be considered in construing or interpreting this
      Warrant.

      (e) Saturdays, Sundays, Holidays. If the last or appointed day for the
      taking of any action or the expiration of any right required or granted
      herein shall be a Saturday or a Sunday or shall be a legal holiday in the
      State of Connecticut, then such action may be taken or such right may be
      exercised on the next succeeding day not a legal holiday.

      (f) Waiver of Jury Trial. Each of the parties hereto hereby waives to the
      fullest extent permitted by applicable law, any right it may have to a
      trial by jury in respect of any litigation directly or indirectly arising
      out of, under or in connection with this Warrant or the Shares.

      (g) Attorney's Fees. In the event of any dispute between the parties
      concerning the terms and provisions of this Warrant, the party prevailing
      in such dispute shall be entitled to collect from the other party all
      costs incurred in such dispute, including reasonable attorney's fees.

17. No Impairment. The Company will not, by amendment of its Certificate of
Incorporation or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate in order to protect
the rights of the Holder hereof against impairment.

18. Addresses. Any notice required or permitted hereunder shall be in writing
and shall be mailed by overnight courier, registered or certified mail, return
receipt required, and postage prepaid, or otherwise delivered by hand or by
messenger, addressed as set forth below, or at such other address as the Company
or the Holder hereof shall have furnished to the other party.

            If to the Company:       AMICUS THERAPEUTICS, INC.
                                     675 U.S. Highway One
                                     North Brunswick, NJ 08902
                                     Attn: Greg Weinhoff, M.D.

            If to the Holder:        GENERAL ELECTRIC CAPITAL CORPORATION
                                     401, Merritt 7, Suite 23
                                     Norwalk, CT 06851-1177
                                     Attn: Credit Manager

                                     - 9 -


IN WITNESS WHEREOF, AMICUS THERAPEUTICS, INC. has caused this Warrant to be
executed by its officers thereunto duly authorized.

Dated as of August 28, 2002.

                                    By:  /s/ Gregory M. Weinhoff
                                        ----------------------------------------
                                    Name: Gregory M. Weinhoff

                                    Title: President and Chief Executive Officer


NOTICE OF EXERCISE
TO:

1.    The undersigned Warrantholder ("Holder") elects to acquire Shares of
      Common Stock, par value $.01 per share (the "Common Stock")
      of________________________________, (the "Company"), pursuant to
      the terms of the Warrant dated_________________, 200_, (the "Warrant").

2.    The Holder exercises its rights under the Warrant as set forth below:

          ( )   The Holder elects to purchase____________Shares of Common Stock
                as provided in Section 3(a) of the Warrant and tenders

herewith a check in

            the   amount of $___________as payment of the purchase price.

          ( )   The Holder  elects to convert the  purchase  rights into Shares
                of Common Stock as provided in Section 3(b) of the Warrant.

3.    The Holder surrenders the Warrant with this Notice of Exercise.

The Holder represents that it is acquiring the aforesaid Shares of Common Stock
for investment and not with a view to or for resale in connection with
distribution and that the Holder has no intention of distributing or reselling
the Shares.

Please issue a certificate representing the Shares of the Common Stock in the
name of the Holder or in such other name as is specified below:

          Name:
          Address:

          Taxpayer I.D.:

                                                 ______________________________
                                                 (Holder)

                                                 By:___________________________
                                                 Title:________________________
                                                 Date:_________________________




                                                                       Exhibit A

Section 4(b)

AGREEMENTS TO ACQUIRE COMMON STOCK

Total                                                     2,304,041

OPTION GRANTS

Total Option Awards                                         225,111

Preemptive Rights pursuant to the Investor Rights Agreement dated as of April
15, 2002, among the Company and the parties set forth therein.

                                                                    Exhibit 10.1

                           AMICUS THERAPEUTICS, INC.

                           2002 EQUITY INCENTIVE PLAN


1.   Purpose.

     The purpose of this plan (the "Plan") is to secure for Amicus
Therapeutics, Inc. (the "Company") and its stockholders the benefits arising
from capital stock ownership by employees and members of the Board of Directors
of, and consultants and advisors to, the Company and any Parent Corporation, or
Subsidiary (each as defined in Section 14 hereof), who are expected to
contribute to the Company's future growth and success.

2.   Types of Awards and Administration.

     (a)  Types of Awards. Awards pursuant to this Plan shall be authorized by
action of the Board of Directors of the Company (or a Committee designated by
the Board of Directors) and may be (i) incentive stock options ("Incentive
Stock Options") to purchase shares of the Company's Common Stock, par value
$.01 per share ("Common Stock"), meeting the requirements of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), (ii) non-statutory
options to purchase shares of Common Stock, which are not intended to meet the
requirements of Code Section 422 ("Non-Statutory Stock Options" and, together
with Incentive Stock Options, "Options"), or (iii) shares of Common Stock
("Restricted Shares" and, together with "Options", "Awards").

     (b)  Administration. This Plan will be administered by the Board of
Directors of the Company, whose construction and interpretation of the terms
and provisions hereof shall be final and conclusive. The Board of Directors may
in its sole discretion make Awards and authorize the Company to issue shares of
Common Stock pursuant to such Awards, as provided in, and subject to the terms
and conditions of, this Plan. The Board of Directors shall have authority,
subject to the express provisions of this Plan, to construe this Plan and the
respective written agreements setting forth the terms and conditions of an
Award (each, an "Award Agreement"), to prescribe, amend and rescind rules and
regulations relating to this Plan, to determine the terms and provisions of
Award Agreements, which need not be identical, to advance the lapse of any
waiting, forfeiture or installment periods and exercise dates, and to make all
other determinations in the judgment of the Board of Directors necessary or
desirable for the administration of this Plan. The Board of Directors may
correct any defect or supply any omission or reconcile any inconsistency in
this Plan or in any Award Agreement in the manner and to the extent it shall
deem expedient to carry this Plan into effect and it shall be the sole and
final judge of such expediency. No director shall be liable for any action or
determination taken or made in good faith under or with respect to this Plan or
any Award.

     (c)  Delegation of Authority. The Board of Directors may, to the full
extent permitted by law, delegate any or all of its powers under this Plan to a
committee (the "Committee") of two or more directors, and if the Committee is
so appointed all references to the Board of Directors in this Plan shall mean
and relate to such Committee to the extent of the powers so delegated. The
Board of Directors may, from time to time, delegate to the Chief Executive
Officer authority

under this Plan with respect to aggregate numbers of shares to permit specific
Awards by the Chief Executive Officer to employees and consultants of, and
advisors to, the Company, any Parent Corporation or any Subsidiary.

3.   Eligibility.

     Awards shall be made only to persons who are, at the time of grant,
officers, employees or directors of, or consultants or advisors to, (provided,
in the case of Incentive Stock Options, such directors or officers are then
also employees of) the Company or any Parent Corporation or Subsidiary. A
person who has been granted an Award may, if such person is otherwise eligible,
be granted an additional Award or Awards if the Board of Directors shall so
determine.

4.   Stock Subject to Plan.

     Subject to adjustment as provided in Sections 10 and 11 hereof, the
maximum number of shares of Common Stock of the Company which may be issued and
sold pursuant to Awards made under this Plan is 862,611 shares. Such shares may
be authorized and unissued shares or may be shares issued and thereafter
acquired by the Company. If either (i) Restricted Shares are forfeited
following their award under this Plan, or (ii) Options granted under this Plan
are canceled, or expire or terminate for any reason without having been
exercised in full, the forfeited Restricted Shares, or the unpurchased shares
of Common Stock subject to any such Option, as the case may be, shall again be
available for subsequent Awards under this Plan. Restricted Shares, Options and
shares of Common Stock issuable upon exercise of Options granted under this
Plan may be subject to transfer restrictions, repurchase rights or other
restrictions as shall be determined by the Board of Directors.

5.   Award Agreements.

     As a condition to the grant of an Award under this Plan, each recipient of
an Award shall sign an Award Agreement not inconsistent with this Plan in such
form, and providing for such terms and conditions, as the Board of Directors
shall determine at the time such Award is authorized to be granted. Such Award
Agreements need not be identical but shall comply with, and be subject to, the
terms and conditions set forth herein.

6.   Options Generally.

     (a)  Purchase Price. The purchase price per share of Common Stock
deliverable upon the exercise of (i) a Non-Statutory Stock Option may be less
than the fair market value of the Common Stock, and (ii) an Incentive Stock
Option may not be less than the fair market value of the Common Stock, as such
purchase price is determined by the Board of Directors on the date such Option
is authorized to be granted; provided, that in the event that the Common Stock
of the Company becomes registered under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and is publicly traded ("Publicly Traded"), the
fair market value of the Common Stock shall be equal to the closing price of
the Common Stock on the date such Option is authorized to be granted.

                                       2


     (b)  Payment of Exercise Price. Payment of the exercise price of an Option
shall be in cash or, in the sole discretion of the Board of Directors, in shares
of capital stock of the Company held by the Option holder for greater than six
months, or by any other lawful means. The Company may, in its sole discretion,
make loans to an Option holder in an amount equal to all or part of the exercise
price of Options held by such Option holder which such loans may be secured or
unsecured, as agreed upon between the parties at such time; provided, that the
grant of a loan on any occasion to one or more Option holder(s) shall not
obligate the Company to grant loans on any other occasion or to such or any
other Option holder.

     (c)  Option Term. Each Option and all rights thereunder shall expire on
such date as the Board of Directors shall determine on the date such Option is
authorized to be granted, but in no event may any Option remain in effect after
the expiration of ten years from the day on which such Option is granted (or
five years in the case of Options described in paragraph (b) of Section 7
hereof), and such Option shall be subject to earlier termination as provided in
this Plan.

     (d)  Exercise of Options. Each Option shall be exercisable either in full
or in installments at such time or times and during such period as shall be set
forth in the Award Agreement evidencing such Option; provided, however, that,
(i) no Option shall have a term in excess of ten years from the date of grant
(or five years in the case of Options described in paragraph (b) of Section 7
hereof), and (ii) the periods of time following an Option holder's cessation of
employment with the Company, any Parent Corporation or Subsidiary, or service as
a consultant or advisor to the Company, any Parent Corporation or Subsidiary, or
following an Option holder's death or disability, during which an Option may be
exercised, as provided in paragraph (f) below, shall not be included for
purposes of determining the number of shares of Common Stock with respect to
which such Option may be exercised.

     (e)  Rights as a Stockholder. The holder of an Option shall have no rights
as a stockholder with respect to any shares covered by the Option until the date
of issue of a stock certificate to such person for such shares. Except as
otherwise expressly provided in the Plan, no adjustment shall be made for
dividends or other rights for which the record date is prior to the date such
stock certificate is issued.

     (f)  Effect of Cessation of Service. Notwithstanding anything contained in
this Plan to the contrary, no Option may be exercised unless, at the time of
such exercise, the recipient is, and has been continuously since the date of
grant of such recipient's Option, employed by or serving as a director,
consultant or an advisor to, one or more of the Company, a Parent Corporation or
a Subsidiary, except if and to the extent the applicable Award Agreement
provides otherwise (other than with respect to an Incentive Stock Option for
which Section 7 hereof shall apply); provided, however, that in no event may any
Option be exercised after the expiration date of the Option.

     (g)  Transfer Restrictions. Except as otherwise approved by the Board of
Directors, during the life of the holder thereof an Option shall be exercisable
only by or on behalf of such person and no Option granted under the Plan shall
be assignable or transferable by the person to whom it is granted, either
voluntarily or by operation of law, except by will or the laws of descent and
distribution.


                                       3


     (h) Other Awards. Awards of Options may be made alone, in addition to or in
tandem with Awards of Restricted Shares under the Plan.

7.   Incentive Stock Options.

     Options granted under the Plan which are intended to be Incentive Stock
Options shall be specifically designated as Incentive Stock Options and shall be
subject to the following additional terms and conditions:

     (a)  Dollar Limitation. The aggregate fair market value (determined as of
the respective date or dates of the grant) of the Common Stock with respect to
which Incentive Stock Options granted to any employee under the Plan (and under
any other incentive stock option plans of the Company, and any Parent
Corporation and Subsidiary) are exercisable for the first time shall not exceed
$100,000 in any one calendar year. In the event that Section 422 of the Code is
amended to alter the limitation set forth therein so that following such
amendment such limitation shall differ from the limitation set forth in this
paragraph (a), the limitation of this paragraph (a) shall be automatically
adjusted accordingly.

     (b)  10% Stockholder. If any employee to whom an Incentive Stock Option is
to be granted under the Plan is at the time of the grant of such Option the
owner of stock possessing more than 10% of the total combined voting power of
all classes of stock of the Company or of any Parent Corporation or any
Subsidiary, then the following special provisions shall be applicable to the
Incentive Stock Option granted to such individual:

          (i)  the purchase price per share of Common Stock subject to such
     Incentive Stock Option shall not be less than 110% of the fair market value
     thereof at the time of grant; and

          (ii) the exercise period of such Incentive Stock Option shall not
     exceed five years from the date of grant.

Except as modified by the preceding provisions of this Section 7, all the
provisions of the Plan applicable to Options generally shall be applicable to
Incentive Stock Options granted hereunder.

     (c)  Effect of Cessation of Service. No Incentive Stock Option may be
exercised unless, at the time of such exercise, the holder of such Option is,
and has been continuously since the date of grant of such Incentive Stock
Option, employed by one or more of the Company, a Parent Corporation or
Subsidiary, except that if and to the extent the Award Agreement so provides:

          (i)  the Option may be exercised within the period of three months
     after the date the holder of an Option ceases to be employed by the
     Company, a Parent Corporation or a Subsidiary (or within such lesser period
     as may be specified in the Award Agreement) for any reason other than death
     or disability;

          (ii) if the holder of an Option dies while in the employ of the
     Company, a Parent Corporation or a Subsidiary or within three months after
     such holder ceases to be such an employee, the Option may be exercised by
     the person to whom it is transferred


                                       4


     by will or the laws of descent and distribution within the period of one
     year after the date of death (or within such lesser period as may be
     specified in the Award Agreement); and

          (iii) if the holder of an Option becomes disabled (within the meaning
     of Section 22(e)(3) of the Code) while in the employ of the Company, a
     Parent Corporation or a Subsidiary, the Option may be exercised within the
     period of one year after the date the holder ceases to be an employee of
     any of the foregoing entities because of such disability (or within such
     lesser period as may be specified in the option agreement or instrument);

Except as modified by the preceding provisions of this Section 7, all the
provisions of the Plan shall be applicable to Incentive Stock Options granted
hereunder.

8.   Restricted Shares.

     (a)  Awards of Shares. Awards of Restricted Shares may be made under this
Plan on such terms and conditions as the Board of Directors may from time to
time approve. Awards of Restricted Shares may be made alone, in addition to or
in tandem with Awards of Options under this Plan. Subject to the terms of this
Plan, the Board of Directors shall determine the number of Restricted Shares to
be awarded to each recipient and the Board of Directors may impose different
terms and conditions on a Restricted Share Award than on any other Award made to
the same recipient or other Award recipients. Each recipient of Restricted
Shares shall, except in the circumstances described in paragraph (b) below, be
issued one or more stock certificates evidencing such Restricted Shares. Each
such certificate shall be registered in the name of such recipient, and shall
bear an appropriate legend referring to the terms and conditions applicable to
the Restricted Shares evidenced thereby.

     (b)  Forfeiture of Restricted Shares. In making an Award of Restricted
Shares, the Board of Directors may impose a requirement that the recipient must
remain in the employment or service (including service as an advisor or
consultant) of the Company or any Parent Corporation or Subsidiary for a
specified minimum period of time, or else forfeit all or a portion of such
Restricted Shares. In the case of a holder of Restricted Shares whose
relationship with the Company or any Parent Corporation or Subsidiary changes
during the term of any applicable forfeiture period in a manner that does not
constitute a complete separation therefrom (for example, from employee to
consultant or director, or vise versa), the Board of Directors shall have
authority to determine whether or not such change constitutes a cessation of
employment or service for purposes of such requirement. In such case, the
certificate(s) evidencing the Restricted Shares shall be held in custody by the
Company until such Shares are no longer subject to forfeiture.

     (c)  Rights as a Stockholder; Stock Dividends. Subject to any restrictions
set forth in the applicable Award Agreement, a recipient of Restricted Shares
shall have voting, dividend and all other rights of a stockholder of the Company
as of the date such Shares are issued and registered in recipient's name
(whether or not certificates evidencing such Shares are delivered to such
recipient). Except as may otherwise be set forth in the applicable Award
Agreement, stock dividends issued with respect to Restricted Shares shall be
treated as additional Restricted


                                       5


Shares under the applicable Award Agreement and shall be subject to the same
terms and conditions that apply to the Restricted Shares with respect to which
such dividends are issued.

9.   General Award Restrictions.

     (a)  Investment Representations. The Company may require any person to
whom an Award is made, as a condition of such Award, to give written assurances
in substance and form satisfactory to the Company to the effect that such
person is acquiring the Common Stock subject to the Award for such person's own
account for investment and not with any present intention of selling or
otherwise distributing the same, and to such other effects as the Company deems
necessary or appropriate in order to comply with applicable Federal and State
securities laws.

     (b)  Special Conditions to Issuance of Shares. Each Award shall be subject
to the requirement that, if at any time counsel to the Company shall determine
that the listing, registration or qualification of the shares of Common Stock
subject to such Award upon any securities exchange or under any State or
Federal law, or the consent or approval of any governmental or regulatory body,
is necessary as a condition of, or in connection with, the issuance or purchase
of such shares thereunder, such shares may not be issued unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained on conditions acceptable to the Board of Directors. Nothing herein
shall be deemed to require the Company to apply for or to obtain such listing,
registration or qualification.

10.  Recapitalization.

     In the event that the outstanding shares of Common Stock of the Company
are changed into or exchanged for a different number or kind of shares or other
securities of the Company by reason of any recapitalization, reclassification,
stock split, stock dividend, combination or subdivision, appropriate adjustment
shall be made in the number and kind of shares available under this Plan and
under any Options granted under this Plan. Such adjustment to outstanding
Options shall be made without change in the total exercise price applicable to
the unexercised portion of such Options, but a corresponding adjustment in the
applicable Option exercise price per share shall be made. No such adjustment
shall be made which would, within the meaning of any applicable provisions of
the Code, constitute a modification, extension or renewal of any Option or a
grant of additional benefits to the holder of an Option.

11.  Reorganization of the Company.

     In case (i) of any consolidation or merger involving the Company if the
shareholders of the Company immediately before such merger or consolidation do
not own, directly or indirectly, immediately following such merger or
consolidation, more than fifty percent (50%) of the combined voting power of
the outstanding voting securities of the corporation resulting from such merger
or consolidation in substantially the same proportion as their ownership of the
outstanding voting securities of the Company immediately before such merger or
consolidation; (ii) of any sale, lease, license, exchange or other transfer (in
one transaction or a series of related transactions) of all, or substantially
all, of the business and/or assets of the Company; or (iii) any person (as such
term is used in Sections 13(d) and 14(d) of the Exchange Act) shall become

                                       6


(x) the beneficial owner (within the meaning of Rule 13d-3 under the Exchange
Act) of over 50% of the combined voting power of the Company's then outstanding
voting securities entitled to vote generally or (y) a "controlling person" (as
defined in Rule 405 under the Securities Act of 1933, as amended) (a
"Controlling Person") of the Company (each of the events described in the
foregoing clauses (i), (ii) and (iii), a "Reorganization Event"), the Board of
Directors of the Company, or the board of directors of any corporation assuming
the obligations of the Company, shall, as to outstanding Options, either (x)
make appropriate provision for the protection of any such outstanding Options
by the substitution on an equitable basis of appropriate stock of the Company,
or of the merged, consolidated or otherwise reorganized corporation which will
be issuable in respect of the shares of Common Stock of the Company, provided
that no additional benefits shall be conferred upon holders of Options as a
result of such substitution, and the excess of the aggregate fair market value
of the shares subject to any Option immediately after such substitution over
the purchase price thereof is not more than the excess of the aggregate fair
market value of the shares subject to such Option immediately before such
substitution over the purchase price thereof, or (y) upon written notice to the
holders of Options, provide that all unexercised Options must be exercised
within a specified number of days of the date of such notice or they will be
terminated. In any such case, the Board of Directors may, in its discretion,
accelerate the exercise dates of outstanding Options, and the vesting dates of
any Restricted Shares subject to forfeiture.

12. No Special Employment Rights.

     Nothing contained in this Plan or in any Award Agreement shall confer upon
any Award recipient any right with respect to the continuation of such person's
employment by the Company (or any Parent Corporation or Subsidiary) or
interfere in any way with the right of the Company (or any Parent Corporation
or Subsidiary), subject to the terms of any separate agreement to the contrary,
at any time to terminate such employment or to increase or decrease the
compensation of the Award recipient from the rate in existence at the time of
the Award. Whether an authorized leave of absence, or absence in military or
government service, shall constitute termination or cessation of employment for
purposes of this Plan or any Award shall be determined by the Board of
Directors.

13. Other Employee Benefits.

     The amount of any compensation deemed to be received by an employee as a
result of any Award (including the exercise of an Option, or the sale of shares
of Common Stock received upon such exercise or of Restricted Shares) will not
constitute "earnings" with respect to which any other employee benefits of such
employee are determined, including without limitation benefits under any
pension, profit sharing, life insurance or salary continuation plan.

14. Definitions.

     (a)  Subsidiary. The term "Subsidiary" as used in this Plan shall mean any
corporation in an unbroken chain of corporations beginning with the Company if
each of the corporations other than the last corporation in the unbroken chain
owns stock possessing 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain. For purposes
only of Awards of Non-Statutory Options or Restricted Shares, the


                                       7

term "Subsidiary" shall also mean any partnership or limited partnership of
which the Company or any Subsidiary controls 50% or more of the voting power, or
any corporation in an unbroken chain of Subsidiaries if each of the Subsidiaries
other than the last Subsidiary in the unbroken chain either owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations or controls 50% or more of the voting
power of any such partnership or limited partnership in such chain.

     (b)  Parent Corporation. The term "Parent Corporation" as used in this Plan
shall mean any corporation (other than the Company) in an unbroken chain of
corporations ending with the Company if each of the corporations other than the
Company owns stock possessing 50% or more of the combined voting power of all
classes of stock in one of the other corporations in such chain.

     (c)  Employment. The term "employment", as used in this Plan and in any
Award Agreement, shall, unless the context otherwise requires, be defined in
accordance with the provisions of Section 1.421-7(h) of the Federal Income Tax
Regulations (or any successor regulations).

15.  Amendment of this Plan.

     The Board of Directors may at any time and from time to time modify, amend
or terminate this Plan in any respect, except to the extent stockholder approval
is required by law. The termination or any modification or amendment of this
Plan shall not, without the consent of an Award recipient, adversely affect such
Award recipient's rights under any Award Agreement unless such Agreement so
specifies. With the consent of the Award recipient affected, the Board of
Directors may amend outstanding Award Agreements in a manner not inconsistent
with this Plan. The Board of Directors shall have the right to amend or modify
the terms and provisions of this Plan and of any outstanding Incentive Stock
Options granted under this Plan to the extent necessary to qualify any or all
such Options for such favorable Federal income tax treatment (including deferral
of taxation upon exercise) as may be afforded incentive stock options under
Section 422 of the Code.

16.  Withholding.

     The Company's obligation to deliver Restricted Shares awarded, or shares
deliverable upon the exercise of any Option granted, under this Plan shall be
subject to the Award recipient's satisfaction of all applicable Federal, State
and local income and employment tax withholding requirements, and the Award
recipient shall elect to withhold only the minimum statutory taxes.

17.  Duration of this Plan.

     Unless earlier terminated by the Board of Directors, this Plan shall
terminate upon the earlier of (i) the close of business on April 22, 2012 or
(ii) the date on which all shares available for issuance under this Plan shall
have been issued as Restricted Shares or pursuant to the exercise of Options
granted under this Plan and/or are no longer subject to forfeiture pursuant to
the terms of any applicable Award Agreement. If the date of termination is
determined under


                                       8


(i) above, then Awards outstanding on such date shall continue to have force and
effect in accordance with the provisions of the Award Agreements evidencing such
Awards.

                                        Adopted on April 22, 2002 by the
                                        Board of Directors and approved by
                                        stockholders on July 30, 2002.







                                       9

                                                                    EXHIBIT 10.2

                               AMICUS THERAPEUTICS

                           2006 EQUITY INCENTIVE PLAN

1.       PURPOSE

         This Plan is intended to encourage ownership of Common Stock by
employees, consultants and directors of the Company and its Affiliates and to
provide additional incentive for them to promote the success of the Company's
business. The Plan is intended to be an incentive stock option plan within the
meaning of Section 422 of the Code but not all Awards granted hereunder are
required to be Incentive Options.

2.       DEFINITIONS

         As used in the Plan the following terms shall have the respective
meanings set out below, unless the context clearly requires otherwise:

         2.1. "Accelerate", "Accelerated", and "Acceleration", when used with
respect to an Option, means that as of the time of reference such Option will
become exercisable with respect to some or all of the shares of Common Stock for
which it was not then otherwise exercisable by its terms, and, when used with
respect to Restricted Stock, means that the Risk of Forfeiture otherwise
applicable to such Common Stock shall expire with respect to some or all of the
shares of Restricted Stock then still otherwise subject to the Risk of
Forfeiture.

         2.2. "Acquiring Person" means, with respect to any Transaction or any
acquisition described in clause (ii) of the definition of Change of Control, the
surviving or acquiring person or entity in connection with such Transaction or
acquisition, as the case may be, provided that if such surviving or acquiring
person or entity is controlled, directly or indirectly, by any other person or
entity (an "Ultimate Parent Entity") that is not itself controlled by any entity
or person that is not a natural person, the term "Acquiring Person" shall mean
such Ultimate Parent Entity.

         2.3. "Affiliate" means, with respect to any person or entity, any other
person or entity controlling, controlled by or under common control with the
first person or entity.

         2.4. "Applicable Voting Control Percentage" means (i) at any time prior
to the initial public offering of the Company, a percentage greater than fifty
percent (50%) and (ii) at any time from and after the initial public offering of
the Company, twenty percent (20%).

         2.5. "Award" means any grant or sale pursuant to the Plan of Options,
Restricted Stock or Stock Grants.

         2.6. "Award Agreement" means an agreement between the Company and the
recipient of an Award, setting forth the terms and conditions of the Award.

         2.7. "Beneficial Ownership" has the meaning ascribed to such term in
Rule 13d-3, or any successor rule thereto, promulgated by the Securities and
Exchange Commission pursuant to the Exchange Act.

         2.8.     "Board" means the Company's board of directors.



                                     - 2 -


         2.9. "Change of Control" means (i) the closing of any Sale of the
Company Transaction or (ii) the direct or indirect acquisition, in a single
transaction or a series of related transactions, by any person or Group (other
than the Company or a Controlled Affiliate of the Company) of Beneficial
Ownership of previously outstanding shares of capital stock of the Company if
(A) immediately after such acquisition, such person or Group, together with
their respective Affiliates, shall own or hold shares of capital stock of the
Company possessing at least the Applicable Voting Control Percentage of the
total voting power of the outstanding capital stock of the Company, (B)
immediately prior to such acquisition, such person or Group, together with their
respective Affiliates, did not own or hold shares of capital stock of the
Company possessing at least the Applicable Voting Control Percentage of the
total voting power of the outstanding capital stock of the Company, and (C)
within thirty days after the Company is notified or first becomes aware of such
acquisition, whichever is earlier, a majority of the members of the board of
directors of the Company as constituted immediately prior to such acquisition do
not consent in writing to exclude such acquisition from the scope of this
definition.

         2.10. "Code" means the Internal Revenue Code of 1986, as amended from
time to time, or any successor statute thereto, and any regulations issued from
time to time thereunder.

         2.11. "Controlled Affiliate" means, with respect to any person or
entity, any other person or entity that is controlled by such person or entity.

         2.12. "Committee" means any committee of the Board delegated
responsibility by the Board for the administration of the Plan, as provided in
Section 5 of the Plan. For any period during which no such committee is in
existence, "Committee" shall mean the Board and all authority and responsibility
assigned the Committee under the Plan shall be exercised, if at all, by the
Board.

         2.13. "Common Stock" means common stock, par value $0.01 per share, of
the Company.

         2.14. "Company" means Amicus Therapeutics, Inc., a corporation
organized under the laws of the State of Delaware.

         2.15. "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

         2.16. "Grant Date" means the date as of which an Option is granted, as
determined under Section 7.1(a).

         2.17. "Group" has the meaning ascribed to such term in Section 13(d)(3)
of the Exchange Act or any successor section thereto.

         2.18. "Incentive Option" means an Option which by its terms is to be
treated as an "incentive stock option" within the meaning of Section 422 of the
Code.

         2.19. "Market Value" means the value of a share of Common Stock on a
particular date determined by such methods or procedures as may be established
by the Committee. Unless otherwise determined by the Committee, the Market Value
of Common Stock as of any date is the closing price for the Common Stock as
reported on the Nasdaq NMS Quotation System (or on any other national securities
exchange on which the Common Stock is then listed) for that date or, if no
closing price is reported for that date, the closing price on the next preceding
date for which


                                     - 3 -


a closing price was reported. For purposes of Awards granted as of the effective
date of the Company's initial public offering, Market Value shall be the price
at which the Company's Common Stock is offered to the public in its initial
public offering.

         2.20. "Nonstatutory Option" means any Option that is not an Incentive
Option.

         2.21. "Option" means an option to purchase shares of Common Stock.

         2.22. "Optionee" means a Participant to whom an Option shall have been
initially granted under the Plan.

         2.23. "Participant" means any holder of an outstanding Award under the
Plan.

         2.24. "Plan" means this 2006 Equity Incentive Plan of the Company, as
amended and in effect from time to time.

         2.25. "Restricted Stock" means a grant or sale of shares of Common
Stock to a Participant subject to a Risk of Forfeiture.

         2.26. "Restriction Period" means the period of time, established by the
Committee in connection with an Award of Restricted Stock, during which the
shares of Restricted Stock are subject to a Risk of Forfeiture described in the
applicable Award Agreement.

         2.27. "Risk of Forfeiture" means a limitation on the right of a
Participant to retain an Award of Restricted Stock, including a right in the
Company to reacquire such Restricted Stock at less than their then Market Value,
arising because of the occurrence or non-occurrence of specified events or
conditions.

         2.28. "Sale of the Company Transaction" means any Transaction in which
the stockholders of the Company immediately prior to such Transaction, together
with any and all of such stockholders' Affiliates, do not own or hold,
immediately after consummation of such Transaction, shares of capital stock of
the Acquiring Person in connection with such Transaction possessing at least a
majority of the total voting power of the outstanding capital stock of such
Acquiring Person.

         2.29. "Securities Act" means the Securities Act of 1933, as amended.

         2.30. "Stock Grant" means the grant of shares of Common Stock not
subject to restrictions or other forfeiture conditions.

         2.31. "Ten Percent Owner" means a person who owns, or is deemed within
the meaning of Section 422(b)(6) of the Code to own, stock possessing more than
10% of the total combined voting power of all classes of stock of the Company
(or any parent or subsidiary corporations of the Company, as defined in Section
424(e) and (f), respectively, of the Code). Whether a person is a Ten Percent
Owner shall be determined with respect to each Option based on the facts
existing immediately prior to the Grant Date of such Option.

         2.32. "Transaction" means any merger or consolidation of the Company
with or into another person or entity or the sale or transfer of all or
substantially all of the assets of the Company, in each case in a single
transaction or in a series of related transactions.


                                     - 4 -


3.       TERM OF THE PLAN

         Unless the Plan shall have been earlier terminated by the Board, Awards
may be granted under this Plan at any time in the period commencing on the
effective date of approval of the Plan by the Board and ending immediately prior
to the tenth anniversary of the earlier of the adoption of the Plan by the Board
or approval of the Plan by the Company's stockholders. Awards granted pursuant
to the Plan within such period shall not expire solely by reason of the
termination of the Plan. Awards of Incentive Options granted prior to
stockholder approval of the Plan are hereby expressly conditioned upon such
approval, but in the event of the failure of the stockholders to approve the
Plan shall thereafter and for all purposes be deemed to constitute Nonstatutory
Options.

4.       STOCK SUBJECT TO THE PLAN

         Subject to the provisions of Section 8 of the Plan, at no time shall
the number of shares of Common Stock issued pursuant to or subject to
outstanding Awards granted under the Plan (including, without limitation,
pursuant to Incentive Options), nor the number of shares of Common Stock issued
pursuant to Incentive Options, exceed the sum of (a)_______ (________)(1) shares
of Common Stock plus (b) an annual increase to be added on the first day of each
of the Company's future fiscal years equal to the lesser of (i) 1,000,000 shares
of Common Stock or (ii) three percent (3%) of the Company's outstanding equity
on a fully diluted basis immediately after the closing of the IPO. For purposes
of applying the foregoing limitation, (x) if any Option expires, terminates, or
is cancelled for any reason without having been exercised in full, or if any
Award of Restricted Stock is forfeited, the shares not purchased by the
Participant or forfeited by the Participant shall again be available for Awards
thereafter to be granted under the Plan, and (y) if any Option is exercised by
delivering previously owned shares in payment of the exercise price therefor,
only the net number of shares, that is, the number of shares issued minus the
number received by the Company in payment of the exercise price, shall be
considered to have been issued pursuant to an Award granted under the Plan.
Shares of Common Stock issued pursuant to the Plan may be either authorized but
unissued shares or shares held by the Company in its treasury.

5.       ADMINISTRATION

         The Plan shall be administered by the Committee; provided, however,
that at any time and on any one or more occasions the Board may itself exercise
any of the powers and responsibilities assigned the Committee under the Plan and
when so acting shall have the benefit of all of the provisions of the Plan
pertaining to the Committee's exercise of its authorities hereunder; and
provided further that the Committee may delegate to an executive officer or
officers the authority to grant Awards hereunder to employees who are not
officers, and to consultants, in accordance with such guidelines as the
Committee shall set forth at any time or from time to time. Subject to the
provisions of the Plan, the Committee shall have complete authority, in its
discretion, to make or to select the manner of making all determinations with
respect to each Award to be granted by the Company under the Plan in addition to
any other determination allowed the Committee under the Plan including, without
limitation: (a) the employee, consultant or director to receive the Award; (b)
the form of Award; (c) whether an Option (if granted to an employee) will be an
Incentive Option or a Nonstatutory Option; (d) the

- --------

(1) This number will represent 5% of the Company on a fully diluted basis
immediately after the closing of the IPO.


                                     - 5 -


time of granting an Award; (e) the number of shares subject to an Award; (f) the
exercise price of an Option or purchase price for shares of Restricted Stock or
for a Stock Grant and the method of payment of such exercise price or such
purchase price; (g) the term of an Option; (h) the vesting period of shares of
Restricted Stock and any acceleration thereof; (i) the exercise date or dates of
an Option and any acceleration thereof; and (j) the effect of termination of any
employment, consulting or Board member relationship with the Company or any of
its Affiliates on the subsequent exercisability of an Option or on the Risk of
Forfeiture of Restricted Stock. In making such determinations, the Committee may
take into account the nature of the services rendered by the respective
employees, consultants and directors, their present and potential contributions
to the success of the Company and its Affiliates, and such other factors as the
Committee in its discretion shall deem relevant. Subject to the provisions of
the Plan, the Committee shall also have complete authority to interpret the
Plan, to prescribe, amend and rescind rules and regulations relating to it, to
determine the terms and provisions of the respective Award Agreements (which
need not be identical), and to make all other determinations necessary or
advisable for the administration of the Plan. The Committee's determinations
made in good faith on matters referred to in this Plan shall be final, binding
and conclusive on all persons having or claiming any interest under the Plan or
an Award made pursuant hereto.

6.       AUTHORIZATION AND ELIGIBILITY

         The Committee may grant from time to time and at any time prior to the
termination of the Plan one or more Awards, either alone or in combination with
any other Awards, to any employee of or consultant to one or more of the Company
and its Affiliates or to any non-employee member of the Board or of any board of
directors (or similar governing authority) of any Affiliate. However, only
employees of the Company, and of any parent or subsidiary corporations of the
Company, as defined in Sections 424(e) and (f), respectively, of the Code, shall
be eligible for the grant of an Incentive Option. Further, in no event shall the
number of shares of Common Stock covered by Options or other Awards granted to
any one person in any one calendar year (or portion of a year) ending after such
date exceed fifty percent (50%) of the aggregate number of shares of Common
Stock subject to the Plan.

         Each grant of an Award shall be subject to all applicable terms and
conditions of the Plan (including but not limited to any specific terms and
conditions applicable to that type of Award set out in the following Section),
and such other terms and conditions, not inconsistent with the terms of the
Plan, as the Committee may prescribe. No prospective Participant shall have any
rights with respect to an Award, unless and until such Participant has executed
an agreement evidencing the Award, delivered a fully executed copy thereof to
the Company, and otherwise complied with the applicable terms and conditions of
such Award.

7.       SPECIFIC TERMS OF AWARDS

         7.1.   Options.

                  (a) Date of Grant. The granting of an Option shall take place
at the time specified in the Award Agreement. Only if expressly so provided in
the applicable Award Agreement shall the Grant Date be the date on which the
Award Agreement shall have been duly executed and delivered by the Company and
the Optionee.

                  (b) Exercise Price. The price at which shares of Common Stock
may be acquired under each Incentive Option shall be not less than 100% of the
Market Value of


                                     - 6 -


Common Stock on the Grant Date, or not less than 110% of the Market Value of
Common Stock on the Grant Date if the Optionee is a Ten Percent Owner. The price
at which shares may be acquired under each Nonstatutory Option shall not be so
limited solely by reason of this Section.

                  (c) Option Period. No Incentive Option may be exercised on or
after the tenth anniversary of the Grant Date, or on or after the fifth
anniversary of the Grant Date if the Optionee is a Ten Percent Owner. The Option
period under each Nonstatutory Option shall not be so limited solely by reason
of this Section.

                  (d) Exercisability. An Option may be immediately exercisable
or become exercisable in such installments, cumulative or non-cumulative, as the
Committee may determine. In the case of an Option not otherwise immediately
exercisable in full, the Committee may Accelerate such Option in whole or in
part at any time; provided, however, that in the case of an Incentive Option,
any such Acceleration of such Incentive Option would not cause such Incentive
Option to fail to comply with the provisions of Section 422 of the Code or the
Optionee consents to such Acceleration.

                  (e) Effect of Termination of Employment, Consulting or Board
Member Relationship. Unless the Committee shall provide otherwise with respect
to any Option, if the Optionee's employment, consulting or Board member
relationship with the Company and its Affiliates ends for any reason, including
because an entity with which the Optionee has an employment, consulting or Board
member relationship ceases to be an Affiliate of the Company, any outstanding
Option held by a Participant shall cease to be exercisable in any respect not
later than ninety (90) days following that event and, for the period it remains
exercisable following that event, shall be exercisable only to the extent
exercisable at the date of that event. Military or sick leave or other bona fide
leave shall not be deemed a termination of employment, provided that it does not
exceed the longer of ninety (90) days or the period during which the absent
Optionee's reemployment rights, if any, are guaranteed by statute or by
contract.

                  (f) Transferability. Except as otherwise provided in this
subsection (f), Options shall not be transferable, and no Option or interest
therein may be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and distribution.
Except as otherwise provided in this subsection (f), all of a Participant's
rights in any Option may be exercised during the life of the Participant only by
the Participant or the Participant's legal representative. However, the
Committee may, at or after the grant of a Nonstatutory Option, provide that such
Option may be transferred by the recipient to a family member; provided,
however, that any such transfer is without payment of any consideration
whatsoever and that no transfer of an Option shall be valid unless first
approved by the Committee, acting in its sole discretion. For this purpose,
"family member" means any child, stepchild, grandchild, parent, stepparent,
spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including
adoptive relationships, any person sharing the Optionee's household (other than
a tenant or employee), a trust in which the foregoing persons have more than
fifty (50) percent of the beneficial interests, a foundation in which the
foregoing persons (or the Optionee) control the management of assets, and any
other entity in which these persons (or the Optionee) own more than fifty (50)
percent of the voting interests.

                  (g) Method of Exercise. An Option may be exercised by a
Participant giving written notice, in the manner provided in Section 15,
specifying the number of shares of Common Stock with respect to which the Option
is then being exercised. The notice shall be accompanied


                                     - 7 -


by payment in the form of cash or check payable to the order of the Company in
an amount equal to the exercise price of the shares of Common Stock to be
purchased or, subject in each instance to the Committee's approval, acting in
its sole discretion and subject to such conditions, if any, as the Committee may
deem necessary to comply with applicable laws, rules and regulations or to avoid
adverse accounting effects to the Company, by delivery to the Company of (i)
shares of Common Stock having a Market Value equal to the exercise price of the
shares to be purchased, or (ii) the Participant's executed promissory note in
the principal amount equal to the exercise price of the shares to be purchased
and otherwise in such form as the Committee shall have approved. If the Stock is
traded on an established market, payment of any exercise price may also be made
through and under the terms and conditions of any formal cashless exercise
program authorized by the Company entailing the sale of the Stock subject to any
Option in a brokered transaction (other than to the Company). Receipt by the
Company of such notice and payment in any authorized or combination of
authorized means shall constitute the exercise of the Option. Within thirty (30)
days thereafter but subject to the remaining provisions of the Plan, the Company
shall deliver or cause to be delivered to the Participant or his agent a
certificate or certificates for the number of shares then being purchased. Such
shares shall be fully paid and nonassessable. Notwithstanding any of the
foregoing provisions in this subsection (g) to the contrary, (A) no Option shall
be considered to have been exercised unless and until all of the provisions
governing such exercise specified in the Plan and in the relevant Award
Agreement shall have been duly complied with; and (B) the obligation of the
Company to issue any shares upon exercise of an Option is subject to the
provisions of Section 9.1 hereof and to compliance by the Optionee and the
Participant with all of the provisions of the Plan and the relevant Award
Agreement.

                  (h) Limit on Incentive Option Characterization. An Incentive
Option shall be considered to be an Incentive Option only to the extent that the
number of shares of Common Stock for which the Option first becomes exercisable
in a calendar year do not have an aggregate Market Value (as of the date of the
grant of the Option) in excess of the "current limit". The current limit for any
Optionee for any calendar year shall be $100,000 minus the aggregate Market
Value at the date of grant of the number of shares of Common Stock available for
purchase for the first time in the same year under each other Incentive Option
previously granted to the Optionee under the Plan, and under each other
incentive stock option previously granted to the Optionee under any other
incentive stock option plan of the Company and its Affiliates, after December
31, 1986. Any shares of Common Stock which would cause the foregoing limit to be
violated shall be deemed to have been granted under a separate Nonstatutory
Option, otherwise identical in its terms to those of the Incentive Option.

                  (i) Notification of Disposition. Each person exercising any
Incentive Option granted under the Plan shall be deemed to have covenanted with
the Company to report to the Company any disposition of such shares prior to the
expiration of the holding periods specified by Section 422(a)(1) of the Code
and, if and to the extent that the realization of income in such a disposition
imposes upon the Company federal, state, local or other withholding tax
requirements, or any such withholding is required to secure for the Company an
otherwise available tax deduction, to remit to the Company an amount in cash
sufficient to satisfy those requirements.

                  (j) Rights Pending Exercise. No person holding an Option shall
be deemed for any purpose to be a stockholder of the Company with respect to any
of the shares of Common Stock issuable pursuant to his Option, except to the
extent that the Option shall have been exercised with respect thereto and, in
addition, a certificate shall have been issued therefor and delivered to such
holder or his agent.

                                     - 8 -


         7.2.   Restricted Stock.

                  (a) Purchase Price. Shares of Restricted Stock shall be issued
under the Plan for such consideration, in cash, other property or services, or
any combination thereof, as is determined by the Committee.

                  (b) Issuance of Certificates. Subject to subsection (c) below,
each Participant receiving an Award of Restricted Stock shall be issued a stock
certificate in respect of such shares of Restricted Stock. Such certificate
shall be registered in the name of such Participant, and, if applicable, shall
bear an appropriate legend referring to the terms, conditions, and restrictions
applicable to such Award substantially in the following form:

                  The transferability of this certificate and the shares
                  represented by this certificate are subject to the terms and
                  conditions of the Amicus Therapeutics, Inc. 2006 Equity
                  Incentive Plan and an Award Agreement entered into by the
                  registered owner and Amicus Therapeutics, Inc. Copies of such
                  Plan and Agreement are on file in the offices of Amicus
                  Therapeutics, Inc.

                  (c) Escrow of Shares. The Committee may require that the stock
certificates evidencing shares of Restricted Stock be held in custody by a
designated escrow agent (which may but need not be the Company) until the
restrictions thereon shall have lapsed, and that the Participant deliver a stock
power, endorsed in blank, relating to the Common Stock covered by such Award.

                  (d) Restrictions and Restriction Period. During the
Restriction Period applicable to shares of Restricted Stock, such shares shall
be subject to limitations on transferability and a Risk of Forfeiture arising on
the basis of such conditions related to the performance of services, Company or
Affiliate performance or otherwise as the Committee may determine and provide
for in the applicable Award Agreement. Any such Risk of Forfeiture may be waived
or terminated, or the Restriction Period shortened, at any time by the Committee
on such basis as it deems appropriate.

                  (e) Rights Pending Lapse of Risk of Forfeiture or Forfeiture
of Award. Except as otherwise provided in the Plan or the applicable Award
Agreement, at all times prior to lapse of any Risk of Forfeiture applicable to,
or forfeiture of, an Award of Restricted Stock, the Participant shall have all
of the rights of a stockholder of the Company, including the right to vote the
shares of Restricted Stock.

                  (f) Effect of Termination of Employment, Consulting or Board
Member Relationship. Unless otherwise determined by the Committee at or after
grant and subject to the applicable provisions of the Award Agreement, if a
Participant's employment, consulting or Board member relationship with the
Company and its Affiliates ends for any reason during the Restriction Period,
including because an entity with which the Participant has an employment,
consulting or Board member relationship ceases to be an Affiliate of the
Company, all shares of Restricted Stock still subject to Risk of Forfeiture
shall be forfeited or otherwise subject to return to or repurchase by the
Company on the terms specified in the Award Agreement; provided, however, that
military or sick leave or other bona fide leave shall not be deemed a
termination of employment, if it does not exceed the longer of ninety (90) days
or the period during which the absent Participant's reemployment rights, if any,
are guaranteed by statute or by contract.


                                     - 9 -


                  (g) Lapse of Restrictions. If and when the Restriction Period
expires without a prior forfeiture of the Restricted Stock, the certificates for
such shares shall be delivered to the Participant promptly if not theretofore so
delivered.

                  (h) Transferability. Except as otherwise provided in this
subsection (h), shares of Restricted Stock shall not be transferable, and no
share of Restricted Stock or interest therein may be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution. The Committee may, at or after the grant of a
share of Restricted Stock, provide that such share of Restricted Stock may be
transferred by the recipient to a family member; provided, however, that any
such transfer is without payment of any consideration whatsoever and that no
transfer of a share of Restricted Stock shall be valid unless first approved by
the Committee, acting in its sole discretion. For this purpose, "family member"
means any child, stepchild, grandchild, parent, stepparent, spouse, former
spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, or sister-in-law, including adoptive
relationships, any person sharing the initial recipient's household (other than
a tenant or employee), a trust in which the foregoing persons have more than
fifty (50) percent of the beneficial interests, a foundation in which the
foregoing persons (or the initial recipient) control the management of assets,
and any other entity in which these persons (or the initial recipient) own more
than fifty (50) percent of the voting interests.

         7.3.   Stock Grants.

                  (a) In General. Stock Grants shall be issued for such
consideration, in cash, other property or services, or any combination thereof,
as is determined by the Committee. Without limiting the generality of the
foregoing, Stock Grants may be awarded in such circumstances as the Committee
deems appropriate, including without limitation in recognition of significant
contributions to the success of the Company or its Affiliates or in lieu of
compensation otherwise already due. Stock Grants shall be made without
forfeiture conditions of any kind.

                  (b) Issuance of Certificates. Each Participant receiving a
Stock Grant shall be issued a stock certificate in respect of such Stock Grant.
Such certificate shall be registered in the name of such Participant, and, if
applicable, shall bear an appropriate legend referring to the terms, conditions,
and restrictions applicable to such Award substantially in the following form:

                  The transferability of this certificate and the shares
                  represented by this certificate are subject to the terms and
                  conditions of the Amicus Therapeutics, Inc. 2006 Equity
                  Incentive Plan. A copy of such Plan is on file in the offices
                  of Amicus Therapeutics, Inc.

         7.4. Awards to Participants Outside the United States. The Committee
may modify the terms of any Award under the Plan granted to a Participant who
is, at the time of grant or during the term of the Award, resident or primarily
employed outside of the United States in any manner deemed by the Committee to
be necessary or appropriate in order that such Award shall conform to laws,
regulations, and customs of the country in which the Participant is then
resident or primarily employed, or so that the value and other benefits of the
Award to the Participant, as affected by foreign tax laws and other restrictions
applicable as a result of the Participant's residence or employment abroad,
shall be comparable to the value of such an Award to a Participant who is
resident or primarily employed in the United States. An Award may be modified
under this Section 7.4 in a manner that is inconsistent with the express terms
of the Plan, so long as such modifications will not contravene any applicable
law or regulation. The


                                     - 10 -


Committee may establish supplements to, or amendments, restatements, or
alternative versions of the Plan for the purpose of granting and administrating
any such modified Award. No such modification, supplement, amendment,
restatement or alternative version may increase the share limit of Section 4.

8.       ADJUSTMENT PROVISIONS

         8.1. Adjustment for Corporate Actions. All of the share numbers set
forth in the Plan reflect the capital structure of the Company as of
_____________ __, 2006 (i.e., prior to a reverse split anticipated to occur in
connection with the initial public offering of the Company's Common Stock).
Subject to the provisions of Section 8.2, if subsequent to such date the
outstanding shares of Common Stock (or any other securities covered by the Plan
by reason of the prior application of this Section) are increased, decreased, or
exchanged for a different number or kind of shares or other securities, or if
additional shares or new or different shares or other securities are distributed
with respect to such shares of Common Stock or other securities, through merger,
consolidation, sale of all or substantially all the property of the Company,
reorganization, recapitalization, reclassification, stock dividend, stock split,
reverse stock split, or other distribution with respect to such shares of Common
Stock, or other securities, an appropriate and proportionate adjustment will be
made in (i) the maximum numbers and kinds of shares provided in Section 4, (ii)
the numbers and kinds of shares or other securities subject to the then
outstanding Awards, (iii) the exercise price for each share or other unit of any
other securities subject to then outstanding Options (without change in the
aggregate purchase price as to which such Options remain exercisable), and (iv)
the repurchase price of each share of Restricted Stock then subject to a Risk of
Forfeiture in the form of a Company repurchase right.

         8.2. Change of Control. Subject to the applicable provisions of the
Award Agreement, in the event of a Change of Control, the Committee shall have
the discretion, exercisable in advance of, at the time of, or (except to the
extent otherwise provided below) at any time after, the Change of Control, to
provide for any or all of the following (subject to and upon such terms as the
Committee may deem appropriate): (A) the Acceleration, in whole or in part, of
any or all outstanding Options (including Options that are assumed or replaced
pursuant to clause (C) below) that are not exercisable in full at the time the
Change of Control, such Acceleration to become effective at the time of the
Change of Control, or at such time following the Change of Control that the
employment, consulting or Board member relationship of the applicable Optionee
or Optionees with the Company and its Affiliates terminates, or at such other
time or times as the Committee shall determine; (B) the termination of any or
all of the Company's repurchase rights with respect to Restricted Stock Awards,
such termination to become effective at the time of the Change of Control, or at
such time following the Change of Control that the employment, consulting or
Board member relationship with the Company and its Affiliates of the Participant
or Participants that hold such Restricted Stock Awards (or the person to whom
such Restricted Stock Awards were initially granted) terminates, or at such
other time or times as the Committee shall determine; (C) the assumption of
outstanding Options, or the substitution of outstanding Options with equivalent
options, by the acquiring or succeeding corporation or entity (or an affiliate
thereof); or (D) the termination of all Options (other than Options that are
assumed or substituted pursuant to clause (C) above) that remain outstanding at
the time of the consummation of the Change of Control, provided that, the
Committee shall have made the determination to effect such termination prior to
the consummation of the Change of Control and the Committee shall have given, or
caused to be given, to all Participants written notice of such potential
termination at least five business days prior to the consummation of the Change
of Control, and provided, further, that, if the Committee shall have determined
in its sole and


                                     - 11 -


absolute discretion that the Corporation make payment or provide consideration
to the holders of such terminated Options on account of such termination, which
payment or consideration shall be on such terms and conditions as the Committee
shall have determined (and which could consist of, in the Committee's sole and
absolute discretion, payment to the applicable Optionee or Optionees of an
amount of cash equal to the difference between the Market Value of the shares of
Common Stock for which the Option is then exercisable and the aggregate exercise
price for such shares under the Option), then the Corporation shall be required
to make such payment or provide such consideration in accordance with the terms
and conditions so determined by the Committee; otherwise the Corporation shall
not be required to make any payment or provide any consideration in connection
with, or as a result of, the termination of Options pursuant to the foregoing
provisions of this clause (D). The provisions of this Section 8.2 shall not be
construed as to limit or restrict in any way the Committee's general authority
under Sections 7.1(d) or 7.2(d) hereof to Accelerate Options in whole or in part
at any time or to waive or terminate at any time any Risk of Forfeiture
applicable to shares of Restricted Stock. Each outstanding Option that is
assumed in connection with a Change of Control, or is otherwise to continue in
effect subsequent to a Change of Control, will be appropriately adjusted,
immediately after the Change of Control, as to the number and class of
securities and the price at which it may be exercised in accordance with Section
8.1.

         8.3. Dissolution or Liquidation. Upon dissolution or liquidation of the
Company, each outstanding Option shall terminate, but the Optionee (if at the
time he or she has an employment, consulting or Board member relationship with
the Company or any of its Affiliates) shall have the right, immediately prior to
such dissolution or liquidation, to exercise the Option to the extent
exercisable on the date of such dissolution or liquidation.

         8.4. Related Matters. Any adjustment in Awards made pursuant to this
Section 8 shall be determined and made, if at all, by the Committee and shall
include any correlative modification of terms, including of Option exercise
prices, rates of vesting or exercisability, Risks of Forfeiture and applicable
repurchase prices for Restricted Stock, which the Committee may deem necessary
or appropriate so as to ensure that the rights of the Participants in their
respective Awards are not substantially diminished nor enlarged as a result of
the adjustment and corporate action other than as expressly contemplated in this
Section 8. No fraction of a share shall be purchasable or deliverable upon
exercise, but in the event any adjustment hereunder of the number of shares
covered by an Award shall cause such number to include a fraction of a share,
such number of shares shall be adjusted to the nearest smaller whole number of
shares. No adjustment of an Option exercise price per share pursuant to this
Section 8 shall result in an exercise price which is less than the par value of
the Common Stock.

9.       SETTLEMENT OF AWARDS

         9.1. Violation of Law. Notwithstanding any other provision of the Plan
or the relevant Award Agreement, if, at any time, in the reasonable opinion of
the Company, the issuance of shares of Common Stock covered by an Award may
constitute a violation of law, then the Company may delay such issuance and the
delivery of a certificate for such shares until (i) approval shall have been
obtained from such governmental agencies, other than the Securities and Exchange
Commission, as may be required under any applicable law, rule, or regulation and
(ii) in the case where such issuance would constitute a violation of a law
administered by or a regulation of the Securities and Exchange Commission, one
of the following conditions shall have been satisfied:


                                     - 12 -


                  (a) the shares are at the time of the issue of such shares
effectively registered under the Securities Act; or

                  (b) the Company shall have determined, on such basis as it
deems appropriate (including an opinion of counsel in form and substance
satisfactory to the Company) that the sale, transfer, assignment, pledge,
encumbrance or other disposition of such shares or such beneficial interest, as
the case may be, does not require registration under the Securities Act or any
applicable state securities laws.

         9.2. Corporate Restrictions on Rights in Stock. Any Common Stock to be
issued pursuant to Awards granted under the Plan shall be subject to all
restrictions upon the transfer thereof which may be now or hereafter imposed by
the Certificate of Incorporation and the By-laws of the Company, each as amended
and in effect from time to time. Whenever Common Stock is to be issued pursuant
to an Award, if the Committee so directs at the time of grant (or, if such Award
is an Option, at any time prior to the exercise thereof), the Company shall be
under no obligation, notwithstanding any other provision of the Plan or the
relevant Award Agreement to the contrary, to issue such shares until such time,
if ever, as the recipient of the Award (and any person who exercises any Option,
in whole or in part), shall have become a party to and bound by any agreement
that the Committee shall require in its sole discretion. In addition, any Common
Stock to be issued pursuant to Awards granted under the Plan shall be subject to
all stop-transfer orders and other restrictions as the Committee may deem
advisable under the rules, regulations and other requirements of any stock
exchange upon which the Common Stock is then listed, and any applicable federal
or state securities laws, and the Committee may cause a legend or legends to be
put on any such certificates to make appropriate reference to such restrictions.

         9.3. Investment Representations. The Company shall be under no
obligation to issue any shares covered by an Award unless the shares to be
issued pursuant to Awards granted under the Plan have been effectively
registered under the Securities Act or the Participant shall have made such
written representations to the Company (upon which the Company believes it may
reasonably rely) as the Company may deem necessary or appropriate for purposes
of confirming that the issuance of such shares will be exempt from the
registration requirements of that Act and any applicable state securities laws
and otherwise in compliance with all applicable laws, rules and regulations,
including but not limited to that the Participant is acquiring shares for his or
her own account for the purpose of investment and not with a view to, or for
sale in connection with, the distribution of any such shares.

         9.4. Registration. If the Company shall deem it necessary or desirable
to register under the Securities Act or other applicable statutes any shares of
Common Stock issued or to be issued pursuant to Awards granted under the Plan,
or to qualify any such shares of Common Stock for exemption from the Securities
Act or other applicable statutes, then the Company shall take such action at its
own expense. The Company may require from each recipient of an Award, or each
holder of shares of Common Stock acquired pursuant to the Plan, such information
in writing for use in any registration statement, prospectus, preliminary
prospectus or offering circular as is reasonably necessary for such purpose and
may require reasonable indemnity to the Company and its officers and directors
from such holder against all losses, claims, damage and liabilities arising from
such use of the information so furnished and caused by any untrue statement of
any material fact therein or caused by the omission to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances under which they were made.


                                     - 13 -


         9.5. Lock-Up. Without the prior written consent of the Company or the
managing underwriter in any public offering of shares of Common Stock, no
Participant shall sell, make any short sale of, loan, grant any option for the
purchase of, pledge or otherwise encumber, or otherwise dispose of, any shares
of Common Stock during the one hundred-eighty (180) day period commencing on the
effective date of the registration statement relating to any underwritten public
offering of securities of the Company. The foregoing restrictions are intended
and shall be construed so as to preclude any Participant from engaging in any
hedging or other transaction that is designed to or reasonably could be expected
to lead to or result in, a sale or disposition of any shares of Common Stock
during such period even if such shares of Common Stock are or would be disposed
of by someone other than such Participant. Such prohibited hedging or other
transactions would include, without limitation, any short sale (whether or not
against the box) or any purchase, sale or grant of any right (including without
limitation any put or call option) with respect to any shares of Common Stock or
with respect to any security that includes, relates to, or derives any
significant part of its value from any shares of Common Stock. Without limiting
the generality of the foregoing provisions of this Section 9.5, if, in
connection with any underwritten public offering of securities of the Company,
the managing underwriter of such offering requires that the Company's directors
and officers enter into a lock-up agreement containing provisions that are more
restrictive than the provisions set forth in the preceding sentence, then (a)
each Participant (regardless of whether or not such Participant has complied or
complies with the provisions of clause (b) below) shall be bound by, and shall
be deemed to have agreed to, the same lock-up terms as those to which the
Company's directors and officers are required to adhere; and (b) at the request
of the Company or such managing underwriter, each Participant shall execute and
deliver a lock-up agreement in form and substance equivalent to that which is
required to be executed by the Company's directors and officers.

         9.6. Placement of Legends; Stop Orders; Etc. Each share of Common Stock
to be issued pursuant to Awards granted under the Plan may bear a reference to
the investment representations made in accordance with Section 9.3 in addition
to any other applicable restrictions under the Plan, the terms of the Award and,
if applicable, under any agreement between the Company and any Optionee and/or
Participant, and to the fact that no registration statement has been filed with
the Securities and Exchange Commission in respect to such shares of Common
Stock. All certificates for shares of Common Stock or other securities delivered
under the Plan shall be subject to such stock transfer orders and other
restrictions as the Committee may deem advisable under the rules, regulations,
and other requirements of any stock exchange upon which the Common Stock is then
listed, and any applicable federal or state securities law, and the Committee
may cause a legend or legends to be placed on any such certificates to make
appropriate reference to such restrictions.

         9.7. Tax Withholding. Whenever shares of Common Stock are issued or to
be issued pursuant to Awards granted under the Plan, the Company shall have the
right to require the recipient to remit to the Company an amount sufficient to
satisfy federal, state, local or other withholding tax requirements if, when,
and to the extent required by law (whether so required to secure for the Company
an otherwise available tax deduction or otherwise) prior to the delivery of any
certificate or certificates for such shares. The obligations of the Company
under the Plan shall be conditional on satisfaction of all such withholding
obligations and the Company shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise due to the
recipient of an Award. However, in such cases Participants may elect, subject to
the approval of the Committee, acting in its sole discretion, to satisfy an
applicable withholding requirement, in whole or in part, by having the Company
withhold shares to satisfy their tax obligations. Participants may only elect to
have Shares withheld having a Market Value


                                     - 14 -


on the date the tax is to be determined equal to the minimum statutory total tax
which could be imposed on the transaction. All elections shall be irrevocable,
made in writing, signed by the Participant, and shall be subject to any
restrictions or limitations that the Committee deems appropriate.

10.      RESERVATION OF STOCK

         The Company shall at all times during the term of the Plan and any
outstanding Options granted hereunder reserve or otherwise keep available such
number of shares of Common Stock as will be sufficient to satisfy the
requirements of the Plan (if then in effect) and such Options and shall pay all
fees and expenses necessarily incurred by the Company in connection therewith.

11.      NO SPECIAL SERVICE RIGHTS

         Nothing contained in the Plan or in any Award Agreement shall confer
upon any recipient of an Award any right with respect to the continuation of his
or her employment, consulting or Board member relationship with the Company (or
any Affiliate), or interfere in any way with the right of the Company (or any
Affiliate), subject to the terms of any separate employment, consulting or Board
member agreement or provision of law or corporate articles or by-laws to the
contrary, at any time to terminate such employment, consulting or Board member
agreement or to increase or decrease, or otherwise adjust, the other terms and
conditions of the recipient's employment, consulting or Board member
relationship with the Company and its Affiliates.

12.      NONEXCLUSIVITY OF THE PLAN

         Neither the adoption of the Plan by the Board nor the submission of the
Plan to the stockholders of the Company shall be construed as creating any
limitations on the power of the Board to adopt such other incentive arrangements
as it may deem desirable, including without limitation, the granting of stock
options and restricted stock other than under the Plan, and such arrangements
may be either applicable generally or only in specific cases.

13.      TERMINATION AND AMENDMENT OF THE PLAN

         The Board may at any time terminate the Plan or make such amendments or
modifications of the Plan as it shall deem advisable. In the event of the
termination of the Plan, the terms of the Plan shall survive any such
termination with respect to any Award that is outstanding on the date of such
termination, unless the holder of such Award agrees in writing to terminate such
Award or to terminate all or any of the provisions of the Plan that apply to
such Award. Unless the Board otherwise expressly provides, any amendment or
modification of the Plan shall affect the terms of any Award outstanding on the
date of such amendment or modification as well as the terms of any Award made
from and after the date of such amendment or modification; provided, however,
that, except to the extent otherwise provided in the last sentence of this
paragraph, (i) no amendment or modification of the Plan shall apply to any Award
that is outstanding on the date of such amendment or modification if such
amendment or modification would reduce the number of shares subject to such
Award, increase the purchase price applicable to shares subject to such Award or
materially adversely affect the provisions applicable to such Award that relate
to the vesting or exercisability of such Award or of the shares subject to such
Award, (ii) no amendment or modification of the Plan shall apply to any
Incentive Option that is outstanding on the date of such amendment or
modification if such


                                     - 15 -


amendment or modification would result in such Incentive Option no longer being
treated as an "incentive stock option" within the meaning of Section 422 of the
Code and (iii) no amendment or modification of the Plan shall apply to any Award
that is outstanding on the date of such amendment or modification unless such
amendment or modification of the Plan shall also apply to all other Awards
outstanding on the date of such amendment or modification. In the event of any
amendment or modification of the Plan that is described in clause (i), (ii) or
(iii) of the foregoing proviso, such amendment or modification of the Plan shall
apply to any Award outstanding on the date of such amendment or modification
only if the recipient of such Award consents in writing thereto.

         The Committee may amend or modify, prospectively or retroactively, the
terms of any outstanding Award without amending or modifying the terms of the
Plan itself, provided that as amended or modified such Award is consistent with
the terms of the Plan as in effect at the time of the amendment or modification
of such Award, but no such amendment or modification of such Award shall,
without the written consent of the recipient of such Award, reduce the number of
shares subject to such Award, increase the purchase price applicable to shares
subject to such Award, adversely affect the provisions applicable to such Award
that relate to the vesting or exercisability of such Award or of the shares
subject to such Award, or otherwise materially adversely affect the terms of
such Award (except for amendments or modifications to the terms of such Award or
of the stock subject to such Award that are expressly permitted by the terms of
the Plan or that result from any amendment or modification of the Plan in
accordance with the provisions of the first paragraph of this Section 13), or,
if such Award is an Incentive Option, result in such Incentive Option no longer
being treated as an "incentive stock option" within the meaning of Section 422
of the Code.

         In addition, notwithstanding anything express or implied in any of the
foregoing provisions of this Section 13 to the contrary, the Committee may amend
or modify, prospectively or retroactively, the terms of any outstanding Award to
the extent the Committee reasonably determines necessary or appropriate to
conform such Award to the requirements of Section 409A of the Code (concerning
non-qualified deferred compensation), if applicable.

14.      INTERPRETATION OF THE PLAN

         In the event of any conflict between the provisions of this Plan and
the provisions of any applicable Award Agreement, the provisions of this Plan
shall control, except if and to the extent that the conflicting provision in
such Award Agreement was authorized and approved by the Committee at the time of
the grant of the Award evidenced by such Award Agreement or is ratified by the
Committee at any time subsequent to the grant of such Award, in which case the
conflicting provision in such Award Agreement shall control. Without limiting
the generality of the foregoing provisions of this Section 14, insofar as
possible the provisions of the Plan and such Award Agreement shall be construed
so as to give full force and effect to all such provisions. In the event of any
conflict between the provisions of this Plan and the provisions of any other
agreement between the Company and the Optionee and/or Participant, the
provisions of such agreement shall control except as required to fulfill the
intention that this Plan constitute an incentive stock option plan within the
meaning of Section 422 of the Code, but insofar as possible the provisions of
the Plan and any such agreement shall be construed so as to give full force and
effect to all such provisions.


                                     - 16 -


15.      NOTICES AND OTHER COMMUNICATIONS

         Any notice, demand, request or other communication hereunder to any
party shall be deemed to be sufficient if contained in a written instrument
delivered in person or duly sent by first class registered, certified or
overnight mail, postage prepaid, or telecopied with a confirmation copy by
regular, certified or overnight mail, addressed or telecopied, as the case may
be, (i) if to the recipient of an Award, at his or her residence address last
filed with the Company and (ii) if to the Company, at its principal place of
business, addressed to the attention of its Chief Executive Officer, or to such
other address or telecopier number, as the case may be, as the addressee may
have designated by notice to the addressor. All such notices, requests, demands
and other communications shall be deemed to have been received: (i) in the case
of personal delivery, on the date of such delivery; (ii) in the case of mailing,
when received by the addressee; and (iii) in the case of facsimile transmission,
when confirmed by facsimile machine report.

16.      GOVERNING LAW

         The Plan and all Award Agreements and actions taken thereunder shall be
governed, interpreted and enforced in accordance with the laws of the State of
Delaware, without regard to the conflict of laws principles thereof.

                                                                    Exhibit 10.3

                             AMICUS THERAPEUTICS, INC.

                        2006 EMPLOYEE STOCK PURCHASE PLAN

      The following constitute the provisions of the 2006 Employee Stock
Purchase Plan of Amicus Therapeutics, Inc.

1.    PURPOSE

      The purpose of the Plan is to provide employees of the Company and its
Designated Subsidiaries with an opportunity to purchase Common Stock of the
Company. It is the intention of the Company to have the Plan qualify as an
"Employee Stock Purchase Plan" under Section 423 of the Code. The provisions of
the Plan shall, accordingly, be construed so as to extend and limit
participation in a manner consistent with the requirements of that section of
the Code.

2.    DEFINITIONS

      2.1.  Board means the Board of Directors of the Company.

      2.2.  Code means the Internal Revenue Code of 1986, as amended.

      2.3.  Common Stock means the common stock, par value $0.001 per share,
of the Company.

      2.4.  Company means Amicus Therapeutics, Inc., a Delaware corporation.

      2.5. Compensation means all regular straight time compensation including
commissions but shall not include payments for overtime, shift premium,
incentive compensation, incentive payments, bonuses and other irregular or
infrequent compensation or benefits.

      2.6. Continuous Status as an Employee means the absence of any
interruption or termination of service as an Employee. Continuous Status as an
Employee shall not be considered interrupted in the case of (i) sick leave; (ii)
military leave; (iii) any other leave of absence approved by the Administrator,
provided that such leave is for a period of not more than 90 days, unless
reemployment upon the expiration of such leave is guaranteed by contract or
statute, or unless provided otherwise pursuant to Company policy adopted from
time to time; or (iv) in the case of transfers between locations of the Company
or between the Company and its Designated Subsidiaries.

      2.7.  Contributions means all amounts credited to the account of a
participant pursuant to the Plan.

      2.8. Corporate Transaction means a merger or consolidation of the Company
with and into another person or the sale, transfer, or other disposition of all
or substantially all of the Company's assets to one or more persons (other than
any wholly-owned subsidiary of the Company) in a single transaction or series of
related transactions.

      2.9. Designated Subsidiaries means the Subsidiaries which have been
designated by the Board from time to time in its sole discretion as eligible to
participate in the Plan.

                                      -2-


      2.10. Employee means any person, including an Officer, who is customarily
employed for at least twenty (20) hours per week and more than five (5) months
in a calendar year by the Company or one of its Designated Subsidiaries.

      2.11. Exchange Act means the Securities Exchange Act of 1934, as
amended.

      2.12. Offering Commencement Date means the first business day of each
Offering Period of the Plan.

      2.13. Offering Period means any of the periods, generally of six (6)
months duration, as set forth in Section 4.

      2.14. Officer means a person who is an officer of the Company within the
meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

      2.15. Offering Termination Date means the last business day of each
Offering Period of the Plan.

      2.16. Plan means this Employee Stock Purchase Plan.

      2.17. Purchase Price means with respect to an Offering Period an amount
equal to eighty five percent (85%) of the Fair Market Value (as defined in
Section 7.2 below) of a Share on the Offering Commencement Date or on the
Offering Termination Date, whichever is lower; provided, however, that (i) if
there is an increase in the number of Shares available for issuance under the
Plan as a result of a stockholder-approved amendment to the Plan, (ii) all or a
portion of such additional Shares are to be issued with respect to the Offering
Period underway at the time of such increase ("Additional Shares"), and (iii)
the Fair Market Value of a Share of Common Stock on the date of such increase
(the "Approval Date Fair Market Value") is higher than the Fair Market Value on
the Offering Commencement Date for such Offering Period, then in such instance
the Purchase Price with respect to Additional Shares shall be eighty five
percent (85%) of the Approval Date Fair Market Value or the Fair Market Value of
a Share of Common Stock on the Offering Termination Date, whichever is lower.

      2.18. Share means a share of Common Stock, as adjusted in accordance
with Section 18 of the Plan.

      2.19. Subsidiary means a corporation, in an unbroken chain of corporations
beginning with the Company if, at the time of the granting of the option, each
of the corporations other than the last corporation in the unbroken chain owns
stock possessing fifty percent (50%) or more of the total combined voting power
of all classes of stock in one of the other corporations in such chain.

3.    ELIGIBILITY

      3.1. Any person who is an Employee as of the Offering Commencement Date of
a given Offering Period shall be eligible to participate in such Offering Period
under the Plan, subject to the requirements of Sections 5.1 and the limitations
imposed by Section 423(b) of the Code.

                                      -3-


      3.2. Any provisions of the Plan to the contrary notwithstanding, no
Employee shall be granted an option under the Plan (i) if, immediately after the
grant, such Employee (taking into account stock which would be attributed to
such Employee pursuant to Section 424(d) of the Code) would own capital stock of
the Company and/or hold outstanding options to purchase stock possessing five
percent (5%) or more of the total combined voting power or value of all classes
of stock of the Company or of any Subsidiary of the Company, or (ii) if such
option would permit his or her rights to purchase stock under all employee stock
purchase plans (described in Section 423 of the Code) of the Company and its
Subsidiaries to accrue at a rate which exceeds Twenty-Five Thousand Dollars
($25,000) of the Fair Market Value (as defined in Section 7.2 below) of such
stock (determined at the time such option is granted) for each calendar year in
which such option is outstanding at any time.

4.    OFFERING PERIODS

      Each Offering Period will begin on January 1 or July 1 and end on the next
following June 30 or December 31, respectively, with the first Offering Period
commencing on January 1, 2007. At any time and from time to time, the Board may
change the duration and/or the frequency of Offering Periods with respect to
future Offering Periods or suspend operation of the Plan with respect to
Offering Periods not yet commenced.

5.    PARTICIPATION

      5.1. An eligible Employee may become a participant in the Plan by
completing a subscription agreement on the form provided by the Company and
filing it with the Company's payroll office prior to the applicable Offering
Commencement Date, unless a later time for filing the subscription agreement is
set by the Board for all eligible Employees with respect to a given Offering
Period. The subscription agreement shall set forth the percentage of the
participant's Compensation (subject to Section 6.1 below) to be paid as
Contributions pursuant to the Plan.

      5.2. Payroll deductions shall commence on the first payroll following the
Offering Commencement Date and shall end on the last payroll paid on or prior to
the Offering Termination Date of the Offering Period to which the subscription
agreement is applicable, unless sooner terminated by the participant as provided
in Section 10.

6.    METHOD OF PAYMENT OF CONTRIBUTIONS

      6.1. A participant may elect to have payroll deductions made on each
payday during any Offering Period in an amount not less than one percent (1%)
and not more than fifteen percent (15%) (or such other percentage as the Board
may establish from time to time before an Offering Commencement Date) of such
participant's Compensation on each payday during the Offering Period. All
payroll deductions made by a participant shall be credited to his or her account
under the Plan. A participant may not make any additional payments into such
account.

      6.2. A participant may discontinue his or her participation in the Plan as
provided in Section 10. In addition, if the Board has so announced to Employees
at least five (5) days prior to the scheduled beginning of the next Offering
Period to be affected by the Board's determination, a participant may, on one
occasion only during each Offering Period, change the rate of his or her
Contributions with respect to the Offering Period by completing and filing with
the Company a new subscription agreement authorizing a change in the payroll
deduction rate. If otherwise permitted, no such change shall enable a
participant to resume Contributions other than as of an

                                      -4-


Offering Commencement Date, following a withdrawal of Contributions during an
Offering Period pursuant to Section 10. Any such change in rate shall be
effective as of the first payroll period following the date of filing of the new
subscription agreement, if the agreement is filed at least ten (10) business
days prior to such period and, if not, as of the second following payroll
period.

      6.3. Notwithstanding the foregoing, to the extent necessary to comply with
Section 423(b)(8) of the Code and Section 3.2 herein, a participant's payroll
deductions may be decreased during any Offering Period scheduled to end during
the current calendar year to zero percent (0%). Payroll deductions reduced to
zero percent (0%) in compliance with this Section 6.3 shall re-commence
automatically at the rate provided in such participant's subscription agreement
at the beginning of the first Offering Period which is scheduled to end in the
following calendar year, unless terminated by the participant as provided in
Section 10.

7.    GRANT OF OPTION

      7.1. On the Offering Commencement Date of each Offering Period, each
eligible Employee participating in such Offering Period shall be granted an
option to purchase on the Offering Termination Date of that Offering Period a
number of Shares determined by dividing such Employee's Contributions
accumulated prior to such Offering Termination Date and retained in the
participant's account as of the Offering Termination Date by the applicable
Purchase Price. However, the maximum number of Shares an Employee may purchase
during each Offering Period shall be ____ Shares(1), and provided further that
such purchase shall be subject to the limitations set forth in Sections 3.2 and
12.

      7.2. The fair market value of the Company's Common Stock on a given date
(the "Fair Market Value") means the value of a share of Common Stock on a
particular date determined by such methods or procedures as may be established
by the Committee. Unless otherwise determined by the Committee, the Fair Market
Value of the Common Stock as of any date (or, in the event that the Common Stock
is not traded on such date, on the immediately preceding trading date), is the
closing price for the Common Stock as reported by the National Association of
Securities Dealers Automated Quotation ("Nasdaq") System (or on any other
national securities exchange on which the Common Stock is then listed) for that
date or, if no closing price is reported for that date, the closing price on the
next preceding date for which a closing price was reported.

8.    EXERCISE OF OPTION

      Unless a participant withdraws from the Plan as provided in Section 10,
his or her option for the purchase of Shares will be exercised automatically on
the Offering Termination Date of an Offering Period, and the maximum number of
full Shares subject to the option will be purchased at the applicable Purchase
Price with the accumulated Contributions in his or her account. No fractional
Shares shall be issued. The Shares purchased upon exercise of an option
hereunder shall be deemed to be transferred to the participant on the Offering
Termination Date. During his or her lifetime, a participant's option to purchase
Shares hereunder is exercisable only by him or her.

- ----------
(1)   This number will represent two percent (2%) of the total allocable pool
      under the Plan.

                                      -5-


9.    DELIVERY

      As promptly as practicable after each Offering Termination Date of each
Offering Period, the Company shall arrange the delivery to each participant, as
appropriate, of a certificate representing the Shares purchased upon exercise of
his or her option. Any payroll deductions accumulated in a participant's account
which are not sufficient to purchase a full Share shall be retained in the
participant's account for the subsequent Offering Period, subject to earlier
withdrawal by the participant as provided in Section 10 below. Any other amounts
left over in a participant's account after an Offering Termination Date shall be
returned to the participant.

10.   VOLUNTARY WITHDRAWAL; TERMINATION OF EMPLOYMENT

      10.1. A participant may withdraw all but not less than all of the
Contributions credited to his or her account under the Plan at any time prior to
each Offering Termination Date by giving written notice to the Company. All of
the participant's Contributions credited to his or her account will be paid to
him or her promptly after receipt of his or her notice of withdrawal and his or
her option for the current Offering Period will be automatically terminated, and
no further Contributions for the purchase of Shares will be made during the
Offering Period.

      10.2. Upon termination of the participant's Continuous Status as an
Employee prior to the Offering Termination Date of an Offering Period for any
reason, including retirement or death, the Contributions credited to his or her
account will be returned to him or her or, in the case of his or her death, to
the person or persons entitled thereto under Section 14, and his or her option
will be automatically terminated.

      10.3. In the event an Employee fails to remain in Continuous Status as an
Employee of the Company for at least twenty (20) hours per week during the
Offering Period in which the employee is a participant, he or she will be deemed
to have elected to withdraw from the Plan and the Contributions credited to his
or her account will be returned to him or her and his or her option terminated.

      10.4. A participant's withdrawal during an Offering Period will not have
any effect upon his or her eligibility to participate in a succeeding Offering
Period or in any similar plan which may hereafter be adopted by the Company.

11.   INTEREST

      No interest shall accrue on the Contributions of a participant in the
Plan.

12.   STOCK

      12.1. Subject to adjustment as provided in Section 18, the maximum number
of Shares which shall be made available for sale under the Plan shall be
_____________(2) Shares. If the Board determines that, on a given Offering
Termination Date, the number of shares with respect

- ----------
2.    This number will represent 1% of the Company on a fully diluted basis
      immediately after the closing of the IPO.

                                      -6-


to which options are to be exercised may exceed (i) the number of shares of
Common Stock that were available for sale under the Plan on the Offering
Commencement Date, or (ii) the number of shares available for sale under the
Plan on such Offering Termination Date, the Board may in its sole discretion
provide that the Company shall make a pro rata allocation of the Shares
available for purchase on such Offering Commencement Date or Offering
Termination Date, as applicable, in as uniform a manner as shall be practicable
and as it shall determine in its sole discretion to be equitable among all
participants exercising options to purchase Common Stock on such Offering
Termination Date. The Company may make pro rata allocation of the Shares
available on the Offering Commencement Date of the applicable Offering Period
pursuant to the preceding sentence, notwithstanding any authorization of
additional Shares for issuance under the Plan by the Company's stockholders
subsequent to such Offering Commencement Date.

      12.2. The participant shall have no interest or voting right in Shares
covered by his or her option until such option has been exercised.

      12.3. Shares to be delivered to a participant under the Plan will be
registered in the name of the participant or in the name of the participant and
his or her spouse, as directed by the participant.

13.   ADMINISTRATION

      The Board, or a committee named by the Board, shall supervise and
administer the Plan and shall have full power to adopt, amend and rescind any
rules deemed desirable and appropriate for the administration of the Plan and
not inconsistent with the Plan, to construe and interpret the Plan, and to make
all other determinations necessary or advisable for the administration of the
Plan. The Board's determinations made in good faith on matters referred to in
this Plan shall be final, binding and conclusive on all persons having or
claiming any interest under this Plan.

14.   DESIGNATION OF BENEFICIARY

      14.1. A participant may file a written designation of a beneficiary who is
to receive any Shares and cash, if any, from the participant's account under the
Plan in the event of such participant's death subsequent to the end of an
Offering Period but prior to delivery to him or her of such Shares and cash. Any
such beneficiary shall also be entitled to receive any cash from the
participant's account under the Plan in the event of such participant's death
prior to the Offering Termination Date of an Offering Period.

      14.2. Such designation of beneficiary may be changed by the participant at
any time by written notice. In the event of the death of a participant and in
the absence of a beneficiary validly designated under the Plan who is living at
the time of such participant's death, the Company shall deliver such Shares
and/or cash to the executor or administrator of the estate of the participant,
or if no such executor or administrator has been appointed (to the knowledge of
the Company), the Company, in its discretion, may deliver such Shares and/or
cash to the spouse or to any one or more dependents or relatives of the
participant, or if no spouse, dependent or relative is known to the Company,
then to such other person as the Company may designate.

15.   TRANSFERABILITY OF OPTIONS AND SHARES

      Neither Contributions credited to a participant's account nor any rights
with regard to the exercise of an option or to receive Shares under the Plan may
be assigned, transferred, pledged or

                                      -7-


otherwise disposed of in any way (other than by will, the laws of descent and
distribution, or as provided in Section 14) by the participant. Any such attempt
at assignment, transfer, pledge or other disposition shall be without effect,
except that the Company may treat such act as an election to withdraw funds in
accordance with Section 10. In addition, if the Board has so announced to
Employees at least five (5) days prior to the scheduled beginning of the next
Offering Period to be affected by the Board's determination, any Shares acquired
on the Offering Termination Date of such Offering Period may be subject to
restrictions specified by the Board on the transfer of such Shares. Any
participant selling or transferring any or all of his or her Shares purchased
pursuant to the Plan must provide written notice of such sale or transfer to the
Company within five business days after the date of sale or transfer. Such
notice to the Company shall include the gross sales price, if any, the Offering
Period during which the Shares being sold were purchased by the participant, the
number of Shares being sold or transferred and the date of sale or transfer.

16.   USE OF FUNDS

      All Contributions received or held by the Company under the Plan may be
used by the Company for any corporate purpose, and the Company shall not be
obligated to segregate such Contributions from its other assets.

17.   REPORTS

      Individual accounts will be maintained for each participant in the Plan.
Statements of account will be given to participating Employees at least
annually, which statements will set forth the amounts of Contributions, the per
Share Purchase Price, the number of Shares purchased and the remaining cash
balance, if any.

18.   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION; CORPORATE TRANSACTIONS

      18.1. Adjustment. Subject to any required action by the stockholders of
the Company, the number of shares covered by each option under the Plan which
has not yet been exercised and the number of Shares which have been authorized
for issuance under the Plan but have not yet been placed under option
(collectively, the "Reserves"), as well as the maximum number of shares of
Common Stock which may be purchased by a participant in an Offering Period, the
number of shares of Common Stock set forth in Section 12.1 above, and the price
per Share of Common Stock covered by each option under the Plan which has not
yet been exercised, shall be proportionately adjusted for any increase or
decrease in the number of the Company's issued Shares resulting from a stock
split, reverse stock split, stock dividend, combination or reclassification of
the Common Stock (including any such change in the number of Shares of Common
Stock effected in connection with a change in domicile of the Company), or any
other increase or decrease in the number of Shares effected without receipt of
consideration by the Company; provided however that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive.

      18.2. Corporate Transactions. In the event of a dissolution or liquidation
of the Company, the Offering Period then in progress will terminate immediately
prior to the consummation of such action, unless otherwise provided by the
Board. In the event of a Corporate Transaction, each option outstanding under
the Plan shall be assumed or an equivalent option shall be substituted by the
successor corporation or a parent or Subsidiary of such

                                      -8-


successor corporation. In the event that the successor corporation refuses to
assume or substitute for outstanding options, the Offering Period then in
progress shall be shortened and a new Offering Termination Date shall be set
(the "New Offering Termination Date"), as of which date the Offering Period then
in progress will terminate. The New Offering Termination Date shall be on or
before the date of consummation of the transaction and the Board shall notify
each participant in writing, at least ten (10) days prior to the New Offering
Termination Date, that the Offering Termination Date for his or her option has
been changed to the New Offering Termination Date and that his or her option
will be exercised automatically on the New Offering Termination Date, unless
prior to such date he or she has withdrawn from the Offering Period as provided
in Section 10. For purposes of this Section 18, an option granted under the Plan
shall be deemed to be assumed, without limitation, if, at the time of issuance
of the stock or other consideration upon a Corporate Transaction, each holder of
an option under the Plan would be entitled to receive upon exercise of the
option the same number and kind of shares of stock or the same amount of
property, cash or securities as such holder would have been entitled to receive
upon the occurrence of the transaction if the holder had been, immediately prior
to the transaction, the holder of the number of Shares of Common Stock covered
by the option at such time (after giving effect to any adjustments in the number
of Shares covered by the option as provided for in this Section 18); provided
however that if the consideration received in the transaction is not solely
common stock of the successor corporation or its parent (as defined in Section
424(e) of the Code), the Board may, with the consent of the successor
corporation, provide for the consideration to be received upon exercise of the
option to be solely common stock of the successor corporation or its parent
equal in Fair Market Value to the per Share consideration received by holders of
Common Stock in the transaction.

      The Board may, if it so determines in the exercise of its sole discretion,
also make provision for adjusting the Reserves, as well as the price per Share
of Common Stock covered by each outstanding option, in the event that the
Company effects one or more reorganizations, recapitalizations, rights offerings
or other increases or reductions of Shares of its outstanding Common Stock, and
in the event of the Company's being consolidated with or merged into any other
corporation.

19.   AMENDMENT OR TERMINATION

      19.1. The Board may at any time and for any reason terminate or amend the
Plan. Except as provided in Section 18, no termination of the Plan may affect
options previously granted, provided that the Plan or an Offering Period may be
terminated by the Board on an Offering Termination Date or by the Board's
setting a new Offering Termination Date with respect to an Offering Period then
in progress if the Board determines that termination of the Plan and/or the
Offering Period is in the best interests of the Company and its stockholders or
if continuation of the Plan and/or the Offering Period would cause the Company
to incur adverse accounting charges as a result of the Plan. Except as provided
in Section 18 and in this Section 19, no amendment to the Plan shall make any
change in any option previously granted which adversely affects the rights of
any participant.

      19.2. In addition to the foregoing, without stockholder consent and
without regard to whether any participant rights may be considered to have been
adversely affected, the Board (or its committee) shall be entitled to change the
Offering Periods, limit the frequency and/or number of changes in the amount
withheld during an Offering Period, establish the exchange ratio applicable to
amounts withheld in a currency other than U.S. dollars, permit payroll
withholding in excess of the amount designated by a participant in order to
adjust for delays or mistakes in the

                                      -9-


Company's processing of properly completed withholding elections, establish
reasonable waiting and adjustment periods and/or accounting and crediting
procedures to ensure that amounts applied toward the purchase of Common Stock
for each participant properly correspond with amounts withheld from the
participant's Compensation, and establish such other limitations or procedures
as the Board (or its committee) determines in its sole discretion advisable
which are consistent with the Plan.

20.   NOTICES

      Any notice, demand, request or other communication hereunder to any party
shall be deemed to be sufficient if contained in a written instrument delivered
in person or duly sent by first class registered, certified or overnight mail,
postage prepaid, or telecopied with a confirmation copy by regular, certified or
overnight mail, addressed or telecopied, as the case may be, (i) if to the
recipient of an Award, at his or her residence address last filed with the
Company and (ii) if to the Company, at its principal place of business,
addressed to the attention of its Chief Executive Officer, or to such other
address or telecopier number, as the case may be, as the addressee may have
designated by notice to the addressor. All such notices, requests, demands and
other communications shall be deemed to have been received: (i) in the case of
personal delivery, on the date of such delivery; (ii) in the case of mailing,
when received by the addressee; and (iii) in the case of facsimile transmission,
when confirmed by facsimile machine report connection with the Plan shall be
deemed to have been duly given when received in the form specified by the
Company at the location, or by the person, designated by the Company for the
receipt thereof.

21.   CONDITIONS TO ISSUANCE OF SHARES

      Shares shall not be issued with respect to an option unless the exercise
of such option and the issuance and delivery of such Shares pursuant thereto
shall comply with all applicable provisions of law, domestic or foreign,
including, without limitation, the Securities Act of 1933, as amended, the
Exchange Act, the rules and regulations promulgated thereunder, applicable state
securities laws and the requirements of any stock exchange upon which the Shares
may then be listed, and shall be further subject to the approval of counsel for
the Company with respect to such compliance.

      As a condition to the exercise of an option, the Company may require the
person exercising such option to represent and warrant at the time of any such
exercise that the Shares are being purchased only for investment and without any
present intention to sell or distribute such Shares if, in the opinion of
counsel for the Company, such a representation is required by any of the
aforementioned applicable provisions of law.

22.   TERM OF PLAN; EFFECTIVE DATE

      The Plan shall become effective upon the IPO Date. It shall continue in
effect for a term of five (5) years unless sooner terminated under Section 19.

                                                FORM OF SUBSCRIPTION AGREEMENT


                            AMICUS THERAPEUTICS, INC.

                        2006 EMPLOYEE STOCK PURCHASE PLAN

                             SUBSCRIPTION AGREEMENT

New Election: ___

Change of Election: ___

       1. I, __________________, hereby elect to participate in the Amicus
Therapeutics, Inc. 2006 Employee Stock Purchase Plan (as amended, the "Plan")
for the Offering Period ______________ ___, ______ to ______________ ___, _____,
and subscribe to purchase shares of the Company's Common Stock in accordance
with this Subscription Agreement and the Plan.

      2. I elect to have Contributions in the amount of _____% of my
Compensation, as those terms are defined in the Plan, applied to this purchase.
I understand that this amount must not be less than 1% and not more than 15% of
my Compensation during the Offering Period. (Please note that no fractional
percentages are permitted).

      3. I hereby authorize payroll deductions from each paycheck during the
Offering Period at the rate stated in Item 2 of this Subscription Agreement. I
understand that all payroll deductions made by me shall be credited to my
account under the Plan and that I may not make any additional payments into such
account. I understand that all payments made by me shall be accumulated, without
interest or earnings, for the purchase of shares of Common Stock at the
applicable purchase price determined in accordance with the Plan. I further
understand that, except as otherwise set forth in the Plan, shares will be
purchased for me automatically on the Offering Termination Date of each Offering
Period unless I otherwise withdraw from the Plan by giving written notice to the
Company for such purpose.

      4. I understand that I may discontinue at any time prior to the Offering
Termination Date my participation in the Plan as provided in Section 10 of the
Plan. I acknowledge that, unless I discontinue my participation in the Plan as
provided in Section 10 of the Plan, my election will continue to be effective
for each successive Offering Period.

      5.    I have received a copy of the complete Amicus Therapeutics, Inc.
2006 Employee Stock Purchase Plan.  I understand that my participation in the
Plan is in all respects subject to the terms of the Plan.

      6.    Shares purchased for me under the Plan should be issued in the
name(s) of (name of employee or employee and spouse only):

                           _________________________

                           _________________________


      7. In the event of my death, I hereby designate the following as my
beneficiary(ies) to receive all payments and shares due to me under the Plan:

                                      -2-


NAME: (Please print)                              ______________________________
                                                  (First)     (Middle)    (Last)

___________________________                       ______________________________
(Relationship)                                    (Address)

                                                  ______________________________

      8. I understand that if I dispose of any shares received by me pursuant to
the Plan within 2 years after the Offering Commencement Date (the first day of
the Offering Period during which I purchased such shares) or within 1 year after
the Offering Termination Date, I will be treated for federal income tax purposes
as having received ordinary compensation income at the time of such disposition
in an amount equal to the excess of the fair market value of the shares on the
Offering Termination Date over the price which I paid for the shares, regardless
of whether I disposed of the shares at a price less than their fair market value
at the Offering Termination Date. The remainder of the gain or loss, if any,
recognized on such disposition will be treated as capital gain or loss.

      I hereby agree to notify the Company in writing within 30 days after the
date of any such disposition, and I will make adequate provision for federal,
state or other tax withholding obligations, if any, which arise upon the
disposition of the Common Stock. The Company may, but will not be obligated to,
withhold from my compensation the amount necessary to meet any applicable
withholding obligation including any withholding necessary to make available to
the Company any tax deductions or benefits attributable to the sale or early
disposition of Common Stock by me.

      9. If I dispose of such shares at any time after expiration of the 2-year
and 1-year holding periods, I understand that I will be treated for federal
income tax purposes as having received compensation income only to the extent of
an amount equal to the lesser of (1) the excess of the fair market value of the
shares at the time of such disposition over the purchase price which I paid for
the shares under the option, or (2) 15% of the fair market value of the shares
on the Offering Commencement Date. The remainder of the gain or loss, if any,
recognized on such disposition will be treated as capital gain or loss.

      I understand that this tax summary is only a summary and is subject to
change. I further understand that I should consult a tax advisor concerning
certain tax implications of the purchase and sale of stock under the Plan.

      10.   I hereby agree to be bound by the terms of the Plan.  The
effectiveness of this Subscription Agreement is dependent upon my eligibility
to participate in the Plan.

                                           SIGNATURE:___________________________

                                           SOCIAL SECURITY #:___________________

                                           DATE:________________________________

                                                  FORM OF NOTICE OF WITHDRAWAL

                            AMICUS THERAPEUTICS, INC.

                        2006 EMPLOYEE STOCK PURCHASE PLAN

                              NOTICE OF WITHDRAWAL

      I, _____________, hereby elect to withdraw my participation in the Amicus
Therapeutics, Inc. 2006 Employee Stock Purchase Plan (the "Plan") for the
Offering Period that began on _________________, ________. This withdrawal
covers all Contributions credited to my account and is effective on the date
designated below.

      I understand that all Contributions credited to my account will be paid to
me within ten (10) business days of receipt by the Company of this Notice of
Withdrawal and that my option for the current period will automatically
terminate, and that no further Contributions for the purchase of shares can be
made by me during the Offering Period.

      The undersigned further understands and agrees that he or she shall be
eligible to participate in succeeding Offering Periods only by delivering to the
Company a new Subscription Agreement.

Dated:_______________                             ______________________________
                                                      Signature of Employee

                                                  ______________________________
                                                      Social Security Number

                                                                    Exhibit 10.4

                                                                  EXECUTION COPY

                                    AGREEMENT

                                     BETWEEN

                        MOUNT SINAI SCHOOL OF MEDICINE OF
                               NEW YORK UNIVERSITY

                                       AND

                            AMICUS THERAPEUTICS, INC.

LICENSE AGREEMENT

This License Agreement (the "Agreement") is made and effective as of April 15,
2002 (the "Effective Date"), by and between:

MOUNT SINAI SCHOOL OF MEDICINE OF NEW YORK UNIVERSITY, a corporation organized
and existing under the laws of the State of New York and having a place of
business at One Gustave L. Levy Place, New York, NY 10029 ("MSSM")

AND

Amicus Therapeutics, Inc., a corporation duly organized and existing under the
laws of Delaware, and having its principal office at 1055 Washington Blvd.,
Stamford, Connecticut 06901, c/o CHL Medical Partners, L.P. ("AMICUS").

RECITALS

WHEREAS:

MSSM has an ownership interest in certain Patent Rights (as hereinafter
defined); and

AMICUS wishes to obtain a license to manufacture, use, sell and offer for sale
the products covered by the Patent Rights and MSSM desires to grant such
license, all on the terms and conditions set forth herein.

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


NOW, THEREFORE, IT IS HEREBY DECLARED AND AGREED BETWEEN THE PARTIES AS FOLLOWS:

1.   Definitions.

Whenever used in this Agreement, the following terms shall have the following
meanings:

     a.   "Affiliate" shall mean any corporation, firm, limited liability
          company, partnership or other entity that directly or indirectly
          controls or is controlled by or is under common control with a party
          to this Agreement. "Control" means ownership, directly or through one
          or more Affiliates, of 50 percent or more of the shares of stock
          entitled to vote for the election of directors, in the case of a
          corporation, or 50 percent or more of the equity interests in the case
          of any other type of legal entity, status as a general partner in any
          partnership, or any other arrangement whereby a party controls or has
          the right to control the board of directors or equivalent governing
          body of a corporation or other entity.

     b.   "Calendar Year" shall mean any consecutive period of twelve months
          commencing on the first day of January of any year.

     c.   "Chaperones" shall mean [***].

     d.   "Conformational Diseases" shall mean [***].

     e.   "Field" shall mean [***].

     f.   "License" shall mean the license under the Patent Rights to develop,
          manufacture, have manufactured, use, offer for sale and sell the
          Licensed Products as provided in Article 2, below.

     g.   "Licensed Product" shall mean any product or part thereof, the
          manufacture, use, or sale of which is: (i) covered by one or more
          Valid Claims of any Patent Rights, or (ii) which could not be
          developed, manufactured, used, sold, comprised or delivered without
          the Patent Rights.

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


                                        2



     h.   "Net Sales" shall mean the total amount invoiced by AMICUS or by any
          AMICUS Affiliate or sub-licensee of AMICUS in connection with sales to
          any purchaser of the Licensed Products that is not an Affiliate or a
          sub-licensee of AMICUS or an AMICUS Affiliate, after deduction of all
          the following to the extent applicable to such sales;

          i)   trade, cash and quantity credits, discounts, refunds or rebates;

          ii)  allowances or credits for returns;

          iii) sales commissions;

          iv)  sales taxes (including value added tax), and

          v)   freight and insurance charges borne by the seller.

      i.  "Patent Rights" shall mean any issued patent or any patent to be
          issued pursuant to any United States or foreign patent application
          owned, by MSSM, listed in this subclause 1.i.(i)-(v) together with any
          continuations in whole or in part, divisional or substitute patents,
          any reissues or re-examinations of any such application or patents,
          and any extension of the term of any such patent in the Field. The
          issued patents and patent applications referred to in the preceding
          sentence are:

               i)   U.S. Pat. No. 6,274,597- "Method of Enhancing Lysosomal
                    AlphaGalA";

               ii)  U.S. Pat. Applic. No. 09/604,053 (continuation in part) -
                    "Method of Enhancing Mutant enzyme activities in lysosomal
                    storage disease";

               iii) U.S. Pat. Applic. No. 09/926,285 (continuation of the '597
                    Patent; and

               iv)  U.S. Pat. Applic. No. 09/948,348 (continuation of the '053
                    CIP Application.

               v)   U.S. Pat. Applic. entitled "Screen for active site specific
                    chaperones for enhancing protein folding of mutant proteins"
                    filed on March 1, 2002.

     j.   "Valid Claim" shall mean a claim of (i) an issued patent included in
          the Patent Rights which has not been declared invalid in a final,
          unappealable decision of a court of appropriate jurisdiction, or (ii)
          a pending patent application included in the Patent Rights which is
          being diligently prosecuted by or on behalf of MSSM and has not been
          formally terminated or abandoned without issuance of a patent.

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


                                        3



2.   The License

     a.   Subject to the terms and conditions hereinafter set forth, MSSM hereby
          grants to AMICUS and AMICUS hereby accepts from MSSM the world-wide
          right under the Patent Rights to develop Licensed Products for use in
          the Field and to manufacture, use, sell and offer for sale the
          Licensed Products for use in the Field. Except as set forth in Section
          2e and 8f the License shall be exclusive as to all rights of MSSM in
          and to the Patent Rights. During the term of this Agreement, MSSM
          shall make no further grant of rights in and to the Patent Rights
          inconsistent with the rights of AMICUS herein.

     b.   AMICUS shall be entitled to grant sub-licenses under the License on
          terms and conditions not inconsistent with this Agreement (except that
          the rate of royalty may be at higher rates than those set forth in
          this Agreement): (i) to an Affiliate, and (ii) to other third parties
          for consideration and in arms-length transactions.

     c.   All sub-licenses shall only be granted by AMICUS pursuant to a written
          agreement, a true and complete copy of which shall be submitted by
          AMICUS to MSSM as soon as practicable after the signing thereof. Each
          sub-license granted by AMICUS hereunder shall be subject and
          subordinate to the terms and conditions of this License Agreement and
          shall contain, inter alia, the following provisions:

          i)   the sub-license shall expire automatically on the termination of
               the License;

          ii)  the sub-license shall not be assignable, in whole or in part;

          iii) the sub-licensee shall not be entitled to grant further
               sub-licenses; and

          iv)  both during the term of the sub-license and thereafter the
               sub-licensee shall be bound by a secrecy obligation similar to
               that imposed on AMICUS in Section 6 below, and that the
               sub-licensee shall bind its employees and agents, both during the
               terms of their employment and thereafter, with a similar
               undertaking of secrecy.

     d.   The sub-license agreement shall also include the text of Sections 6, 9
          and 10 of this Agreement and shall state that MSSM is an intended
          third party beneficiary of such sub-license agreement for purposes of
          enforcing such indemnification and insurance provisions.

     e.   The License shall be subject to (i) a non-exclusive license in favor
          of the U.S. Government to the extent required by Title 35 U.S.C.A.
          Section 200 et seq., or as otherwise required by virtue of use of
          federal funding in support of inventions claimed within the Patent
          Rights and (ii) a right and license retained by MSSM on behalf of
          itself and its faculty, students and academic collaborators to
          practice the Patent Rights for its own bona fide research, including
          sponsored research and collaborations. The retained rights granted in
          this Section 2e shall not give

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


                                        4



          MSSM the right to offer or grant rights in the Field under the Patent
          Rights to third parties.

     f.   Except for the License expressly provided in this Section 2, neither
          party hereto will, as a result of this Agreement, obtain any ownership
          interest in, or any other right or license to, any existing
          technology, patents, or Confidential Information, as defined in
          Section 6, below, of the other party.

3.   Royalty

     a.   In consideration for the grant of the License hereunder, subject to
          the provisions of Section 3.b, (i) AMICUS shall pay to MSSM [***] on
          Net Sales; and (ii) in the event AMICUS grants sublicenses with
          respect to any Licensed Product pursuant to which AMICUS receives
          remuneration other than royalties, then AMICUS shall pay to MSSM [***]
          of all payments that AMICUS receives from such sublicensee or other
          parties, including, without limitation: (a) Contract Signature
          Payments, (b) Third Party Milestone Payments, or (c) Maintenance Fees.

          As used in this Section 3.a.(ii), the term "Contract Signature
          Payment" means license initiation fees and all other up-front
          payments made to AMICUS in connection with a sublicense or similar
          agreement; "Third Party Milestone Payments" means payments made to
          AMICUS upon fulfillment by AMICUS or the sub-licensee of designated
          development objectives or regulatory requirements; and "Maintenance
          Fees" means payments (such as annual minimum royalties) made by
          sub-licensees to AMICUS to preserve, or to avoid a forfeiture of
          rights under, the sublicense agreement;

          With respect to any sublicensing or other transaction to which this
          Section 3.a.(ii) applies but which relates to products and services in
          addition to Licensed Products and for which an allocation would be
          necessary, the parties shall meet and attempt to agree on which
          portion of the total payments received by AMICUS pursuant to such
          transaction would be subject to this Section 3.a.(ii). If the parties
          cannot agree upon such allocation within a reasonable period of time,
          AMICUS shall select a nationally recognized independent certified
          public accountant, which meets MSSM's approval, to determine such
          allocation. Such allocation shall be determined in accordance with
          generally accepted accounting principles in the United States.

     b.   If AMICUS is required to acquire one or more licenses from third
          parties to make, use or sell a Licensed Product such that aggregate
          royalties payable by AMICUS on Net Sales (including the royalty amount
          due to MSSM pursuant to Section 3.a) exceeds [***], then AMICUS shall
          be entitled to a credit against the royalty payments due to MSSM
          pursuant to Section 3.a equal to [***] of the amount of such excess;
          provided, however, that in no event shall the amount otherwise payable
          to MSSM be reduced to less than [***] of Net Sales.

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

                                        5



     c.   AMICUS shall notify MSSM of the date of the first commercial sale of a
          Licensed Product as soon as practicable after the making of such
          commercial sale.

     d.   Commencing on the date of first commercial sale of a License Product,
          AMICUS shall, within 90 days from the last day of each June and
          December in each Calendar Year during the term of the License, submit
          to MSSM a full and detailed report of royalties or payments due MSSM
          under the terms of this Agreement for the preceding half year (the
          "Semi-Annual Report"), setting forth the Net Sales and lump sum
          payments and all other payments or consideration from sublicensees
          upon which such royalties are computed and including, on a Licensed
          Product-by-Licensed Product basis at least:

          i)   the quantity of Licensed Products used, sold, transferred or
               otherwise disposed of,

          ii)  the selling price of each Licensed Product,

          iii) the deductions permitted to arrive at Net Sales,

          iv)  the royalty computations and deductions therefrom based on
               royalty payments to third parties.

          If no royalties are due, a statement shall be sent to MSSM stating
          such fact. The full amount of any royalties or other payments due to
          MSSM for the preceding half-year shall accompany each such report on
          royalties and payments. AMICUS and all its sub-licensees shall keep
          for a period of at least five years after the date of entry, full,
          accurate and complete books and records consistent with sound business
          and accounting practices and in such form and in such detail as to
          enable the determination of the amounts due to MSSM from AMICUS
          pursuant to terms of this Agreement.

     e.   At the request and expense of MSSM, AMICUS shall permit (and shall
          require its sub-licensees to permit) an independent certified or
          chartered public accountant appointed by MSSM, at reasonable times
          during normal business hours and upon reasonable notice, but in any
          event no more than once per calendar year, to examine the records of
          AMICUS (and its sub-licensees) to the extent necessary to verify
          royalty calculations made hereunder; provided, however, that such
          examination shall be at the expense of AMICUS if it reveals a
          discrepancy in the amount of royalties to be paid in MSSM's favor of
          more than five percent. Results of such examination shall be made
          available to both AMICUS and MSSM.

4.   Method of Payment

     a.   Royalties and any other payments due to MSSM hereunder shall be paid
          to MSSM in United States dollars.

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

                                        6



     b.   AMICUS shall be responsible for prompt payment to MSSM of all
          royalties due on sale, transfer or disposition of Licensed Products by
          the sub-licensees of AMICUS.

     c.   As to sales occurring in currencies other than U.S. Dollars, Net Sales
          shall first be calculated in the currency in which sale occurred and
          then converted to U.S. Dollars at the buying rate for such currency
          calculated as the average of the closing buying rate for the first and
          last business day of the six month period for which royalties are due,
          as set forth in the Wall Street Journal for such dates.

5.   Development and Commercialization

     a.   AMICUS shall use its commercially reasonable efforts to bring one or
          more Licensed Products to market through a thorough, vigorous and
          diligent program for exploitation of the Patent Rights in the Field.
          AMICUS shall not, however, be required to pursue the development of
          more than one Licensed Product at a time, nor shall AMICUS be required
          to pursue every possible Licensed Product.

     b.   Attached as Appendix A to this Agreement is the current development
          plan of AMICUS for the forthcoming period of twelve months (such plan,
          as updated from time to time as described in clause (c) below, the
          "Plan"). As and when appropriate, future Plans will incorporate
          efficacy, pharmaceutical safety, toxicological and/ or clinical tests
          or any other activities necessary in order to obtain the approval of
          the FDA and counterpart foreign regulatory agencies for the
          production, use and sale of Licensed Products, as well as marketing
          plans to commercialize Licensed Products that have obtained such
          approvals.

     c.   On the earlier of thirty (30) days prior to the first anniversary of
          the Effective Date or the end of AMICUS's first fiscal year, and
          thereafter on each successive anniversary of such date, AMICUS shall
          deliver to MSSM a report setting forth in reasonable detail progress
          and problems with the implementation of the Plan and, providing an
          update on its efforts to commercialize Licensed Products, including a
          forecast and schedule of major events required to market the Licensed
          Products. Such report shall also include any amendments proposed by
          AMICUS to the Plan based upon the progress made and then current
          scientific, regulatory and commercial exigencies relating to Licensed
          Products. Within forty-five (45) days following the delivery of such a
          report (a "Diligence Report") representatives of MSSM may request a
          meeting with AMICUS to review the Diligence Report, the status of the
          efforts of AMICUS under the Plan and any proposed amendments to the
          Plan. Any such proposed amendments to the Plan shall be subject to
          approval by MSSM, which approval shall not be unreasonably withheld or
          delayed. Upon approval of any such amendments, they shall be deemed
          amendments to the Plan, added to Appendix A and deemed incorporated
          into this Agreement.

     d.   AMICUS will use its commercially reasonable efforts to accomplish the
          milestones described in the Plan.

     e.   Provided that applicable laws, rules and regulations so require, the
          manufacture of Licensed Products shall be carried out by AMICUS or its
          agents in accordance

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

                                       7



          with FDA Good Laboratory Practices and FDA Good Manufacturing Practice
          ("GMP") procedures in a facility which has been certified by the FDA
          and the performance of the tests, trials, studies and other activities
          specified in the Plan shall be so performed by AMICUS or its agents in
          accordance with FDA clinical trial procedures. MSSM shall have no
          responsibility for the actual production, distribution, sale or use of
          any Licensed Product.

     f.   If at any time AMICUS abandons or suspends its efforts to
          commercialize all Licensed Products for a period exceeding ninety (90)
          days, AMICUS shall immediately notify MSSM giving reasons and a
          statement of its intended actions. MSSM shall be entitled to terminate
          this Agreement for "Cause" in accordance with Section 11 upon any such
          abandonement.

     g.   MSSM shall also be entitled to terminate this Agreement for "Cause" in
          accordance with Section 11 if AMICUS shall fail to deliver any
          Diligence Report on a timely basis, or fail to use commercially
          reasonable efforts to implement the Plan, and such failure is not
          cured within the sixty (60) day period set by the notice provided
          pursuant to Section 11, unless such failure is excused by:

          i)   causes beyond AMICUS's direct control; or

          ii)  MSSM's failure to meet its obligations hereunder; or

          iii) inaction of any federal or state agency whose approval is
               required for commercial sales of Licensed Products.

     h.   Provided that applicable laws, rules and regulations so require, the
          performance of the tests, trials, studies and other activities
          specified in subsection b, above, shall be carried out in accordance
          with FDA Good Laboratory Practices and FDA Good Manufacturing Practice
          ("GMP") procedures in a facility which has been certified by the FDA
          as complying with GMP. MSSM shall have no responsibility for the
          actual production, distribution, sale or use of any Licensed Product.

6.   Confidential Information.

     a.   In the course of research to be performed under this Agreement, it
          will be necessary for each party to disclose "Confidential
          Information" to the other. For purposes of this Agreement,
          "Confidential Information" is defined as all information, data and
          know-how disclosed by one party (the "Disclosing Party") to the other
          (the "Receiving Party"), either embodied in tangible materials
          (including writings, drawings, graphs, charts, photographs,
          recordings, structures, technical and other information) marked
          "Confidential" or, if initially disclosed orally, which is reduced to
          writing marked "Confidential" within 21 days after initial oral
          disclosure, other than that information which is:

          i)   known by the Receiving Party at the time of its receipt, and not
               through a prior disclosure by the Disclosing Party, as documented
               by the Receiving Party's business records; or

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

                                       8



          ii)  at the time of disclosure, or thereafter becomes, published or
               otherwise part of the public domain without breach of this
               Agreement by the Receiving Party; or

          iii) obtained from a third party who has the legal right to make such
               disclosure and without any confidentiality obligation to the
               Disclosing Party; or

          iv)  independently developed by the Receiving Party without the use of
               Confidential Information received from the Disclosing Party and
               such independent development can be documented by the Receiving
               Party; or

          v)   disclosed to governmental or other regulatory agencies in order
               to obtain patents, provided that such disclosure may be made only
               to the extent reasonably necessary to obtain such patents or
               authorizations, and further provided that any such patent
               applications shall be filed in accordance with the terms of this
               Agreement; or

          vi)  required by law, regulation, rule, act or order of any
               governmental authority to be disclosed.

     b.   The Receiving Party agrees that at all times and notwithstanding any
          termination, expiration, or cancellation hereunder, it will hold the
          Confidential Information of the Disclosing Party in strict confidence,
          will use all reasonable safeguards to prevent unauthorized disclosure
          by its employees and agents. Notwithstanding the foregoing, the
          parties recognize that industry standards with respect to the
          treatment of Confidential Information may not be appropriate in an
          academic setting. However, MSSM agrees to retain Confidential
          Information of AMICUS in the same manner and with the same level of
          confidentiality as MSSM retains its own Confidential Information.

     c.   The Receiving Party will maintain reasonable procedures to prevent
          accidental or other loss, including unauthorized publication of any
          Confidential Information of the Disclosing Party. The Receiving Party
          will promptly notify the Disclosing Party in the event of any loss or
          unauthorized disclosure of the Confidential Information.

     d.   Upon termination or expiration of this Agreement, and upon written
          request, the Receiving Party will promptly return to the Disclosing
          Party all documents or other tangible materials representing
          Confidential Information and all copies thereof.

     e.   The Receiving Party will immediately notify the Disclosing Party in
          writing, if it is requested by a court order, a governmental agency,
          or any other entity to disclose Confidential Information in the
          Receiving Party's possession. The Disclosing Party will have an
          opportunity to intervene by seeking a protective order or other
          similar order, in order to limit or prevent disclosure of the
          Confidential Information. The Receiving Party will disclose only the
          minimum

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

                                       9



          Confidential Information required to be disclosed in order to comply,
          whether or not a protective order or other similar order is obtained
          by the Disclosing Party.

7.   Patent Rights.

     a.   If either party to this Agreement acquires information that a third
          party is infringing one or more of the Patent Rights, the party
          acquiring such information shall promptly notify the other party to
          Agreement in writing of such infringement.

     b.   In the event of infringement of the Patent Rights, AMICUS shall have
          the right, but not the obligation, to bring suit against the
          infringer. Should AMICUS elect to bring suit against an infringer,
          AMICUS shall be entitled to retain counsel of its own choosing, and
          shall have the right to join MSSM as party plaintiff in any such suit.
          Except as otherwise provided herein, the expenses of such suit or
          suits that AMICUS elects to bring, shall be paid for entirely by
          AMICUS and AMICUS shall hold MSSM free, clear and harmless from and
          against any and all costs of such litigation, including attorneys'
          fees. AMICUS shall not compromise or settle such litigation without
          the prior written consent of MSSM which shall not be unreasonably
          withheld.

     c.   If AMICUS shall undertake the enforcement or defense of the Patent
          Rights by litigation, AMICUS may withhold royalties otherwise
          thereafter due MSSM hereunder and apply the same toward reimbursement
          of up to [***] of AMICUS's expenses, including reasonable attorney's
          fees, in connection therewith, provided however that the maximum
          amount that can be withheld each year shall not exceed [***] of
          royalties due to MSSM in that year.

     d.   If AMICUS exercises its right to sue, it shall first reimburse itself
          out of any sums recovered in such suit or in settlement thereof for
          all costs and expenses of every kind and character, including
          reasonable attorneys' fees, necessarily involved in the prosecution of
          any such suit, and if after such reimbursement, any funds shall remain
          from said recovery, the amount of said funds shall be added to the
          amount of Net Sales for the calendar quarter in which such recovery
          was made.

     e.   If AMICUS does not bring suit against said infringer pursuant to
          subsection b, above, or has not commenced negotiations with said
          infringer for discontinuance of said infringement, within 90 days
          after receipt of such notice, MSSM shall have the right, but not the
          obligation, to bring suit for such infringement and to join AMICUS as
          a party plaintiff, in which event MSSM shall hold AMICUS free, clear
          and harmless from and against any and all costs and expenses of such
          litigation, including attorneys' fees. In the event MSSM brings suit
          for infringement of the Patent Rights, MSSM shall have the right to
          first reimburse itself out of any sums recovered in such suit or
          settlement thereof for all costs and expenses of every kind and
          character, including reasonable attorneys' fees necessarily involved
          in the prosecution of such suit, and if after such reimbursement, any
          funds shall remain from said recovery, MSSM shall promptly pay to
          AMICUS an amount equal to [***] percent of such remainder and MSSM
          shall be entitled to receive and retain the balance of the remainder
          of such recovery.

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

                                       10



     f.   Each party shall have the right to be represented by counsel of its
          own selection, at its sole expense, in any suit for infringement of
          the Patent Rights instituted by the other party to this Agreement
          under the terms hereof.

     g.   AMICUS shall cooperate fully with MSSM at the request of MSSM,
          including, by giving testimony and producing documents lawfully
          requested in the course of a suit prosecuted by MSSM for infringement
          of the Patent Rights; provided MSSM shall pay all reasonable expenses
          (including attorneys' fees) incurred by AMICUS in connection with such
          cooperation. MSSM shall cooperate with AMICUS in the prosecution of a
          suit by AMICUS for infringement of the Patent Rights, provided that,
          except as otherwise provided in Section 7.f., AMICUS shall pay all
          reasonable expenses (including attorneys' fees) involved in such
          cooperation.

     h.   AMICUS shall, upon receipt of reasonable documentation, promptly
          reimburse MSSM for all of the reasonable and customary fees and
          expenses incurred by MSSM as of the Effective Date, which the parties
          expect to be approximately [***], in the prosecution and maintenance
          of the Patent Rights. In addition, AMICUS will reimburse MSSM, within
          30 days of the execution of this agreement, for [***] in total
          payments to [***] and [***] pursuant to the letter of agreement dated
          March 24, 2000 between MSSM and [***] and [***].

8.   Patent Prosecution

     a.   MSSM is the owner of the Patent Rights. MSSM has retained Darby and
          Darby, PC to prepare, file, prosecute, and maintain the pending patent
          applications and issued patents comprising the Patent Rights.

     b.   MSSM shall maintain an attorney-client relationship with Darby and
          Darby (or other patent counsel mutually agreed to by both parties
          ("Law Firm")) with respect to the Patent Rights. Nothing in this
          agreement shall prevent Amicus from establishing an attorney client
          relationship with Law Firm, except that nothing herein shall authorize
          or permit Law Firm to take any action for, or on behalf of Amicus that
          would be adverse to MSSM and/or involve a conflict of interest or a
          violation of the Code of Professional Responsibility.

     c.   From and after the Effective Date, Law Firm will interact directly
          with Amicus on all patent prosecution and patent maintenance matters
          related to the Patent Rights. Amicus shall request that the Law Firm
          send to MSSM:

               i) Copies of any document pertaining to the ongoing prosecution
               of the Patent Rights received from the U.S. Patent and Trademark
               Office, within ten (10) business days after such receipt; and

               ii) Copies of any document to be submitted to the U.S. Patent and
               Trademark Office (or any other patent granting authority) in any
               such patents or applications, at least ten (10) business days
               prior to the date

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

                                       11



               on which such document is mailed to such patent office or
               granting authority and at least twenty (20) days prior to such
               mailing date for responses to Patent Office action for which the
               Patent and Trademark Office accords a response period of more
               than thirty (30) days. Amicus shall request that Law Firm, using
               their professional judgment, accept reasonable changes that MSSM
               communicates to such counsel if such request for changes are
               received by Amicus more than five (5) business days prior to the
               date on which such document is due at the patent granting
               authority. The time limits contained in this Section 8.c.ii shall
               not apply if the application of the time allowed herein would
               create an imminent bar to patentability.

     d.   Prior to abandoning prosecution of any of the Patent Rights (or to
          abandoning any patent) covered by this Agreement, Amicus will:

               i) Notify MSSM of its intention to abandon such patent or
               application(s) at least twenty (20) days prior to the last date
               for taking action to preserve such patent or applications(s);

               ii) Permit Law Firm to continue prosecution and/or maintenance of
               such patent or application at MSSM's sole expense.

     e.   Except as otherwise expressly provided herein, Amicus shall bear all
          costs and fees incurred during the term of this Agreement in
          connection with the filing, maintenance, prosecution, protection and
          the like of the Patent Rights. Law Firm shall invoice AMICUS directly
          for all work relating to the filing, prosecution and maintenance of
          the Patent Rights and shall provide copies of all invoices to MSSM.
          AMICUS will pay invoices directly to Law Firm and copy MSSM on each
          payment.

     f.   If at any time during the term of this Agreement AMICUS decides that
          it is undesirable, as to one or more countries, to prosecute or
          maintain any patents or patent applications within the Patent Rights,
          it shall give prompt written notice thereof to MSSM, and upon receipt
          of such notice AMICUS shall be released from its obligations to bear
          all of the expenses to be incurred thereafter as to such countries in
          conjunction with such patent(s) or patent application(s). MSSM shall
          be free to grant rights in and to the released patent or patent
          applications in such countries to third parties, without further
          notice or obligation to AMICUS, and AMICUS shall have no rights
          whatsoever to exploit the released patents or patent applications in
          such countries.

     g.   Notwithstanding the foregoing, MSSM reserves the absolute right to
          countermand any instruction given by Amicus to Law Firm with respect
          to the Patent Rights.

     h.   Nothing herein contained shall be deemed to be a warranty by MSSM that
          the manufacture, use, or sale of any element of the Patent Rights or
          any Licensed Product will not infringe any patent(s) of a third party.

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

                                       12



9.   Liability and Indemnification.

     a.   AMICUS shall indemnify, defend and hold harmless MSSM and its
          trustees, officers, directors, medical and professional staff,
          employees, students and agents and their respective successors, heirs
          and assigns (the "Indemnitees"), against any liability, damage, loss
          or expense (including reasonable attorneys' fees and expenses of
          litigation) incurred by or imposed upon the Indemnitees or any one of
          them in connection with any claims, suits, actions, demands or
          judgments: (i) arising out of the production, manufacture, sale, use
          in commerce or in human clinical trials, lease, or promotion by AMICUS
          or by a licensee, Affiliate or agent of AMICUS of any Licensed
          Product, process or service relating to, or developed pursuant to,
          this Agreement, or (ii) arising out of any other activities to be
          carried out pursuant to this Agreement.

     b.   AMICUS's indemnification under subsection a(i), above, shall apply to
          any liability, damage, loss or expense whether or not it is
          attributable to the negligent activities of the Indemnitees. AMICUS's
          indemnification under subsection a (ii), above, shall not apply to any
          liability, damage, loss or expense to the extent that it is
          attributable to the negligence, gross negligence or intentional
          misconduct of the Indemnitees.

     c.   AMICUS shall, at its own expense, provide attorneys reasonably
          acceptable to MSSM to defend against any actions brought or filed
          against any party indemnified hereunder with respect to the subject of
          indemnity contained herein, whether or not such actions are rightfully
          brought.

     d.   EXCEPT AS PROVIDED IN THIS SECTION 9, NEITHER PARTY SHALL BE LIABLE TO
          THE OTHER FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR
          PUNITIVE DAMAGES.

10.  Security for Indemnification.

     a.   At such time as any Licensed Product is being commercially distributed
          or sold (other than for the purpose of obtaining regulatory approvals)
          by AMICUS or by a sub-licensee, Affiliate or agent of AMICUS and to
          the extent that it is available on commercially reasonable terms,
          AMICUS shall at its sole cost and expense, procure and maintain
          policies of comprehensive general liability insurance in amounts not
          less than [***] per incident and [***] annual aggregate and naming the
          indemnitees as additional insureds. Such comprehensive general
          liability insurance shall provide (i) product liability coverage and
          (ii) broad form contractual liability coverage for AMICUS's
          indemnification under Section 9 of this Agreement. The minimum amounts
          of insurance coverage required under this Section 10 shall not be
          construed as a limit of AMICUS's liability with respect to its
          indemnification under Section 9 of this Agreement.

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

                                       13



     b.   AMICUS shall provide MSSM with written evidence of such insurance upon
          request of MSSM. AMICUS shall provide MSSM with written notice at
          least 60 days prior to the cancellation, non-renewal or material
          change in such insurance; if AMICUS does not obtain replacement
          insurance providing comparable coverage within such 60 day period
          effective immediately upon notice to AMICUS, MSSM shall have the right
          to terminate this Agreement effective at the end of such 60 day period
          without notice or any additional waiting periods.

     c.   AMICUS shall maintain such comprehensive general liability insurance
          beyond the expiration or termination of this Agreement during: (i) the
          period that any product, process or service, relating to, or developed
          pursuant to, this Agreement is being commercially distributed or sold
          (other than for the purpose of obtaining regulatory approvals) by
          AMICUS or by a licensee, Affiliate or agent of AMICUS and (ii) a
          reasonable period after the period referred to in (c)(i) above which
          in no event shall be less than seven years.

11.  Term and Termination.

     a.   This Agreement shall come into force as of the Effective Date. Unless
          sooner terminated as provided herein, this Agreement shall expire on
          the expiration of the last to expire of the Patent Rights.

     b.   At any time prior to expiration of the term of this Agreement either
          party may terminate this Agreement forthwith for cause upon notice to
          the other party. "Cause" for termination of this Agreement shall be
          deemed to exist if either MSSM or AMICUS materially breaches or
          defaults in the performance or observance of any of the provisions of
          this Agreement and such breach or default is not cured within 60 days
          or, in the case of failure to pay any amounts due hereunder, 30 days
          (unless otherwise specified herein) after the giving of notice by the
          other party specifying such breach or default, or if either MSSM or
          AMICUS discontinues its business or becomes insolvent or bankrupt.

     c.   Any amount payable hereunder by one of the parties to the other, which
          has not been paid by its due date of payment shall bear interest from
          its due date of payment until the date of actual payment, at the rate
          of two percent per annum in excess of the Prime Rate prevailing at the
          Citibank, Inc., New York, New York, during the period of arrears and
          such amount and the interest thereon may be set off against any amount
          due, whether in terms of this Agreement or otherwise, to the party in
          default by any non-defaulting party.

     d.   Upon termination of this Agreement for any reason, all rights in and
          to the Patent Rights shall revert to MSSM.

     e.   Termination of this Agreement shall not relieve the parties of any
          obligation occurring prior to such termination.

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

                                       14



     f.   Sections 2e., 3e., 6, 9, 10 and 14 hereof shall survive and remain in
          full force and effect after any termination, cancellation or
          expiration of this Agreement.

12.  Representation and Covenants

     a.   MSSM hereby represents, warrants, and covenants to AMICUS that it is a
          corporation duly organized and validly existing under the laws of the
          state or other jurisdiction of its incorporation or formation;

     a.   AMICUS hereby represents, warrants and covenants to the other party
          hereto that it is a corporation duly organized and validly existing
          under the laws of the state or other jurisdiction of its incorporation
          or formation;

     b.   Each of MSSM and AMICUS hereby represents, warrants and covenants to
          the other party hereto as follows:

          i) the execution, delivery and performance of this Agreement by such
          party has been duly authorized by all requisite corporate action;

          ii) it has the power and authority to execute and deliver this
          Agreement and to perform its obligations hereunder;

          iii) the execution, delivery and performance by such party of this
          Agreement and its compliance with the terms and provisions hereof is
          not prohibited and does not and will result in a breach of any of the
          terms and provisions of, or constitute a default under, (i) a loan
          agreement, guaranty, financing agreement, agreement affecting a
          product, or other agreement or instrument binding or affecting it or
          its property; (ii) the provisions of its charter documents or bylaws;
          or (iii) any order, writ, injunction or decree of any court or
          governmental authority entered against it or by which any of its
          property is bound;

          iv) the execution, delivery and performance of this Agreement by such
          party does not require the consent, approval, or authorization of, or
          notice, declaration, filing or registration with, any governmental or
          regulatory authority, and the execution, delivery or performance of
          this Agreement will not violate any law, rule or regulation applicable
          to such party;

          v) this Agreement has been duly authorized, executed and delivered and
          constitutes such party's legal, valid and binding obligation
          enforceable against it in accordance with its terms subject, as to
          enforcement, to bankruptcy, insolvency, reorganization and other laws
          of general applicability relating to or affecting creditors' rights
          and to the availability of particular remedies under general equity
          principles; and

          vi) it shall comply with all applicable material laws and regulations
          relating to its activities under this Agreement.

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

                                       15



          vii) Each party represents that performance of all the terms of this
               Agreement will not breach any agreement to keep in confidence
               proprietary information acquired by a party prior to the
               execution of this Agreement.

     c.   Except as otherwise expressly provided herein, MSSM hereby represents,
          warrants and covenants to AMICUS that:

          i)   MSSM has the full right, power and authority to grant all of the
               right, title and interest in the License; and

          ii)  there are no judgments or settlements against or owed by MSSM, or
               any pending or threatened claims or litigation relating to MSSM's
               interest in the Patent Rights; and

          iii) MSSM has not granted to any other party any rights that would
               conflict with the rights granted in this Agreement.

13.  Assignment.

     Neither party shall have the right to assign, delegate or transfer at any
     time to any party, in whole or in part, any or all of the rights, duties
     and interest herein granted without first obtaining the written consent of
     the other party to such assignment, such consent not to be unreasonably
     withheld; provided, however, that AMICUS may, with thirty (30) days prior
     written notice to MSSM, assign its rights and delegate its duties under the
     Agreement to the purchaser of substantially all of the assets of AMICUS,
     provided that the assignee agrees in writing to be bound by all the terms
     and conditions of this Agreement.

14.  Use of Name.

     Neither party may use the name of the other or its Affiliates in any
     publicity or advertising. A party may issue a press release or otherwise
     publicize or disclose this Agreement or the confidential terms and
     conditions hereof only with the prior written consent of the other party.

15.  Miscellaneous.

     a.   In carrying out this Agreement the parties shall comply with all
          local, state and federal laws and regulations including but not
          limited to, the provisions of Title 35 U.S.C.A. Section 200 et seq.
          and 15 CFR Section 368 et seq.

     b.   If any provision of this Agreement is determined to be invalid or
          void, the remaining provisions shall remain in effect.

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

                                       16



     c.   This Agreement shall be deemed to have been made in the State of New
          York and shall be governed and interpreted in all respects under the
          laws of the State of New York. Any and all disputes hereunder shall be
          brought and resolved solely in the courts of the State of New York in
          and for the Borough of Manhattan.

     d.   All payments or notices required or permitted to be given under this
          agreement shall be given in writing and shall be effective when either
          personally delivered or deposited, postage prepaid, in the United
          States registered or certified mail, addressed as follows:

          To MSSM:   Mount Sinai School of Medicine of New York University
                     Attention: W. Patrick McGrath, Ph.D.
                     One Gustave L. Levy Place
                     New York, New York 10029-6574

          Copy to:   General Counsel (at the same address)

          To AMICUS: Amicus Therapeutics, Inc.
                     c/o Collinson Howe & Lennox, LLC
                     1055 Washington Blvd.
                     Stamford, CT 06901
                     Attention: Gregory Weinhoff, MD

          or such other address or addresses as either party may hereafter
          specify by written notice to the other. Such notices and
          communications shall be deemed to have been received by the addresses
          on the date of delivery if personally delivered or 14 days after
          having been sent by registered mail.

     e.   This Agreement and the exhibits attached hereto constitute the entire
          Agreement between the parties with respect to the subject matter
          hereof and no variations, modification or waiver of any of the terms
          or conditions hereof shall be deemed valid unless made in writing and
          signed by both parties hereto. This Agreement supersedes any and all
          prior agreements or understandings, whether oral or written, between
          AMICUS and MSSM.

     f.   No waiver by either party of any non-performance or violation by the
          other party of any of the covenants, obligations or agreements of such
          other party hereunder shall be deemed to be a waiver of any subsequent
          violation or non-performance of the same or any other covenant,
          agreement or obligation, nor shall forbearance by any party be deemed
          to be a waiver by such party of its rights or remedies with respect to
          such violation or non-performance.

     g.   The descriptive headings contained in this Agreement are included for
          convenience and reference only and shall not be held to expand, modify
          or aid in the interpretation, construction or meaning of this
          Agreement.

     h.   It is not the intent of the parties to create a partnership or joint
          venture or to assume partnership responsibility or liability. The
          obligations of the parties shall

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


                                       17



          be limited to those set out herein and such obligations shall be
          several and not joint.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.

MOUNT SINAI SCHOOL OF MEDICINE          AMICUS THERAPEUTICS, INC.
OF NEW YORK UNIVERSITY


By:  /s/ Nathan Kase                    By:  /s/ Gregory Weinhoff
    ---------------------------------       ------------------------------------
Name:  Nathan Kase, M.D.                Name: Gregory M. Weinhoff
      -------------------------------
Title:  Interim Dean                    Title: Chief Executive Officer
       ------------------------------
Date:  4-15-02                          Date: April 15, 2002
      -------------------------------

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

                                       18



                         AMENDMENT TO LICENSE AGREEMENT
                              DATED APRIL 15, 2002
                                     BETWEEN
                    MOUNT SINAI SCHOOL OF NEW YORK UNIVERSITY
                          AND AMICUS THERAPEUTICS INC.

Whereas the Mount Sinai School of Medicine of New York University (MSSM) and
Amicus Therapeutics Inc. (AMICUS) desire to make amendments to the License
Agreement between the two parties dated April 15, 2002.

NOW THEREFORE, IT IS HEREBY DECLARED AND AGREED BETWEEN THE PARTIES THAT THE
FOLLOWING AMENDMENTS TO THE LICENSE AGREEMENT BE EFFECTIVE AS OF ______________:

1. Under Section 1 (Definitions) the definition of "Patent Rights" shall be
amended to the following:

     i.   "Patent Rights" shall mean any issued patent or any patent to be
          issued pursuant to any United States or foreign patent application
          owned, by MSSM, listed in this subclause 1.i.(i)-(v) together with any
          continuations in whole or in part, divisional or substitute patents,
          any reissues or re-examinations of any such application or patents,
          and any extension of the term of any such patent in the Field. The
          issued patents and patent applications referred to in the preceding
          sentence are:

               i) U.S. Pat. No. 6,274,597-"Method of Enhancing Lysosomal
               AlphaGalA";

               ii) U.S. Pat. Applic. No. 09/604,053 (continuation in part)-
               "Method of Enhancing Mutant enzyme activities in lysosomal
               storage disease";

               iii) U.S. Pat. Applic. No. 09/926,285 (continuation of the '597
               Patent; and

               iv) U.S. Pat. Applic. No. 09/948,348 (continuation of the '053
               CIP Application.

               v) U.S. Pat. Applic. entitled "Screen for active site specific
               chaperones for enhancing protein folding of mutant proteins"
               filed on February 28, 2003.

               vi) US provisional patent application entitled "Combination
               Therapy For Treating Protein Deficiencies( )" filed on January
               31, 2003

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


               vii) US provisional patent application entitled "Combination
               Therapy For Treating Protein Deficiencies" filed on February 18,
               2003

All other terms and conditions of the License Agreement remain unchanged and in
full force and effect.

MOUNT SINAI SCHOOL OF MEDICINE          AMICUS THERAPEUTICS, INC.
OF NEW YORK UNIVERSITY


By: /s/ Kenneth L. Davis                By: /s/ Norman Hardman
    ---------------------------------       ------------------------------------
Name: Kenneth L. Davis, M.D.            Name: Norman Hardman, Ph.D.
Title: Dean                             Title: President and CEO

Date: 3-13-03                           Date: 4.8.2003

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

                                                                  Execution Copy


                         MOUNT SINAI SCHOOL OF MEDICINE
                 One Gustave L. Levy Place, New York, NY 10029


April 8, 2004


Amicus Therapeutics, Inc.
675 U.S. Highway One
North Brunswick, NJ 08902


Re:  Agreement between Mount Sinai School of Medicine of New York University
     ("MSSM") and Amicus Therapeutics, Inc. ("AMICUS") dated as of April 15,
     2002 (the "License Agreement)


Gentlemen:

This will confirm the agreement and understanding between MSSM and AMICUS
regarding an amendment to the License Agreement as follows:

1.   The definition of "Conformational Diseases" contained in Section 1.d. of
     the License Agreement is hereby amended in its entirety to read as follows:

     "Conformational Diseases" shall mean [***]

2.   The definition of "Field" contained in Section 1.e. of the License
     Agreement is hereby amended in its entirety to read as follows:

     "Field" shall mean





                         [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR
                         WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL
                         SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE
                         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
                         24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT
                         OF 1934, AS AMENDED

Amicus Therapeutics, Inc.
April 8, 2004
Page 2




     [***]

3.   Section 2.c ii) of the License Agreement is hereby amended in its entirety
     to read as follows:

     2.c. ii)  the sub-license shall not be assignable, in whole or in part;
               provided, however, that the sublicensee may, written notice to
               MSSM, assign the sub-license in connection with a merger or
               acquisition of the sub-licensee or the sale by the sublicensee of
               substantially all of its assets;

4.   Section 13 of the License Agreement is hereby amended in its entirety to
     read as follows:

     Neither party shall have the right to assign, delegate or transfer at any
     time to any party, in whole or in part, any or all of the rights, duties
     and interest herein granted without first obtaining the written consent of
     the other party to such assignment, such consent not to be unreasonably
     withheld; provided, however, that AMICUS may, with written notice to MSSM,
     assign its rights and delegate its duties under the Agreement to a
     successor in interest of AMICUS by virtue of merger or acquisition or to
     the purchaser of substantially all of the assets of AMICUS, provided that
     the assignee agrees in writing to be bound by all the terms and conditions
     of this Agreement.

5.   MSSM hereby confirms that "Contract Signature Payments" and "Third Party
     Milestone Payments" as such terms are used in the License Agreement
     excludes (i) payment or reimbursement for patent expenses incurred by
     AMICUS, (ii) payment or reimbursement for the costs of research or
     development conducted by AMICUS that is sponsored by third parties or (iii)
     purchases by third parties of AMICUS securities.

6.   Except as expressly modified by this Amendment, all terms and conditions of
     the License Agreement shall remain in full force and effect.





                         [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR
                         WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL
                         SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE
                         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
                         24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT
                         OF 1934, AS AMENDED


Amicus Therapeutics, Inc.
April 8, 2004
Page 3




Please indicate your acceptance of and agreement with the foregoing in the space
provided below.

Very truly yours,

Mount Sinai School of Medicine
of New York University

By:
     ------------------------
     Name:
     Title:

ACCEPTED AND AGREED

Amicus Therapeutics, Inc.

By:
     ------------------------
     Name:
     Title:










                         [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR
                         WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL
                         SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE
                         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
                         24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT
                         OF 1934, AS AMENDED

                                                                    Exhibit 10.5

                                LICENSE AGREEMENT

     This License Agreement (the "Agreement") is entered into by and between
UNIVERSITY OF MARYLAND, BALTIMORE COUNTY, having an address of 1000 Hilltop
Circle, Baltimore, Maryland 21250, a constituent institution of the University
System of Maryland, which is an agency of the State of Maryland (hereinafter
"UMBC"); and AMICUS THERAPEUTICS, INC., a Delaware corporation having an address
of 675 US Route 1, North Brunswick, New Jersey 08902 (hereinafter "AMICUS").

                                   WITNESSETH:

     WHEREAS, UMBC is interested in licensing PATENT RIGHTS (hereinafter
defined) in a manner that will benefit the public by facilitating the
distribution of useful products and the utilization of new methods, and as a
center for research and education, UMBC is without capacity to commercially
develop, manufacture, and distribute any such products or methods; and

     WHEREAS, a valuable invention entitled "Glycohydrolase Inhibitors, Their
Preparation and Use Thereof" (UMBC REF. 2221 MS) was developed during the course
of research conducted by Michael Sierks, Mikael Bols, and Troels Skrydstrup
(hereinafter collectively, the "Inventor(s)"); and

     WHEREAS, UMBC has acquired through assignment all rights, title and
interest to said valuable invention from the Inventors, with the exception of
certain rights retained by the United States Government; and

     WHEREAS, AMICUS desires to commercially develop, manufacture, use and
distribute products and processes derived from said invention throughout the
United States, but is unable to do so without a license from UMBC.

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


AMICUS THERAPEUTICS, INC.
Exclusive License Agreement

     NOW THEREFORE, in consideration of the foregoing premises and the following
mutual covenants, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

                             ARTICLE 1 - DEFINITIONS

     All references to particular Exhibits and Articles shall mean the Exhibits
to, and Articles of, this Agreement, unless otherwise specified. For the
purposes of this Agreement and the Exhibits hereto, the following words and
phrases shall have the following meanings:

     1.1 "PATENT RIGHTS" shall mean the U.S. Patent No. 5,844,102, issued on
December 1,1998, and assigned to UMBC entitled "Glycohydrolase Inhibitors, Their
Preparation And Use Thereof and the invention disclosed and claimed therein, and
any, reissues, and extensions thereof.

     1.2 "LICENSED PRODUCT" as used herein in either singular or plural shall
mean any material, compositions, drug, or other product, the manufacture, use or
sale of which would constitute, but for the license granted to AMICUS pursuant
to this Agreement, an infringement of a VALID CLAIM of PATENT RIGHTS
(infringement shall include, but is not limited to, direct, contributory, or
inducement to infringe).

     1.3 "DERIVED PRODUCT" as used herein in either singular or plural shall
mean a LICENSED PRODUCT the sale of which would not, in and of itself,
constitute an infringement of a VALID CLAIM of PATENT RIGHTS (infringement shall
include, but is not limited to, direct, contributory, or inducement to
infringe), but the use or manufacture of which would constitute, but for the
license granted to AMICUS pursuant to this Agreement, an infringement of a VALID
CLAIM of PATENT RIGHTS

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


                                        2



AMICUS THERAPEUTICS, INC.
Exclusive License Agreement

(infringement shall include, but is not limited to, direct, contributory, or
inducement to infringe).

     1.4 "NET SALES" shall mean gross sales revenues and fees billed by AMICUS,
AFFILIATED COMPANIES, and SUBLICENSEES from the sale of LICENSED PRODUCTS less
trade discounts allowed, refunds, returns and recalls, and sales taxes. In the
event that AMICUS, an AFFILIATED COMPANY, or a SUBLICENSEE sells a LICENSED
PRODUCT in combination with other ingredients, components, substances, or as
part of a kit or system, the NET SALES for purposes of royalty payments shall be
based on the sales revenues and fees received from the entire combination, kit,
or system.

     1.5 "EXCLUSIVE LICENSE" shall mean a grant by UMBC to AMICUS and its
AFFILIATED COMPANIES of its entire right and interest in the PATENT RIGHTS
subject to the retained right of the University System of Maryland to make, have
made, provide and use LICENSED PRODUCTS for its research and educational
purposes.

     1.6 "LICENSED FIELD" shall mean the [***].

     1.7 "AFFILIATED COMPANY" as used herein in either singular or plural shall
mean any corporation, company, partnership, joint venture or other entity, which
controls, is controlled by, or is under common control with, AMICUS. For
purposes of this Paragraph, 'control' shall mean the direct or indirect
ownership of at least fifty-percent (50%).

     1.8 "SUBLICENSEE" as used herein in either singular or plural shall mean
any person or entity to which AMICUS or an AFFILIATED COMPANY has granted a
sublicense under this Agreement.

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


                                        3



AMICUS THERAPEUTICS, INC.
Exclusive License Agreement

     1.9 "EFFECTIVE DATE" shall mean the date the last party hereto has executed
this Agreement.

     1.10 "VALID CLAIM" shall mean an issued claim in an in-force patent that
has not been held unenforceable, unpatentable, or invalid by a decision of a
government administrative agency or court of competent jurisdiction, which
finding is unappealable or unappealed within the time allowed for appeal, and
which has not been admitted to be invalid or unenforceable through reissue or
disclaimer.

                           ARTICLE II - LICENSE GRANT

     2.1 GRANT. Subject to AMICUS' payment of the fees set forth in Article III,
below, and AMICUS' and its AFFILIATED COMPANIES' compliance with the other
terms and conditions of this Agreement, UMBC hereby grants to AMICUS and its
AFFILIATED COMPANIES an EXCLUSIVE LICENSE to make, have made, use, and sell
LICENSED PRODUCTS under PATENT RIGHTS in the LICENSED FIELD.

     2.2 RIGHT TO SUBLICENSE. AMICUS and its AFFILIATED COMPANIES may sublicense
others under this Agreement, subject to UMBC's approval, which shall not be
unreasonably withheld, and shall provide a copy of each such sublicense
agreement to UMBC promptly after it is executed. UMBC shall treat all such
copies as confidential information of AMICUS. The applicable terms of any such
sublicense shall be consistent with the terms of this Agreement.

                    ARTICLE III - FEES, ROYALTIES, & PAYMENTS

     3.1 LICENSE FEE. AMICUS shall pay to UMBC [***] as a license fee, which is
nonrefundable and shall not be credited against future royalties or other fees.
UMBC will not submit an invoice for the license fee. The license fee shall be
payable as follows:

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


                                        4



AMICUS THERAPEUTICS, INC.
Exclusive License Agreement

     -    [***] within thirty (30) days of the EFFECTIVE DATE;

     -    [***] upon a determination that UMBC is entitled to a patent claim to
          IFG (claim 2 of the patent) or within twelve (12) months of the
          EFFECTIVE DATE, whichever comes first.

     3.2 ANNUAL FEES. AMICUS shall pay to UMBC annual fees in the amounts set
forth below until the termination or expiration of this Agreement:



            DUE DATE              ANNUAL FEE
- -------------------------------   ----------
                               
Second Anniversary of the
   Effective Date                   [***]
Third Anniversary of the
   Effective Date                   [***]
Fourth Anniversary of the
   Effective Date                   [***]
Fifth Anniversary of the
   Effective Date                   [***]
Sixth and each subsequent
   Anniversary of the Effective
   Date                             [***]


These annual fees shall be due within thirty (30) days of each anniversary of
the EFFECTIVE DATE beginning with the second such anniversary. In any year
following an anniversary of the EFFECTIVE DATE where: (i) sales of LICENSED
PRODUCTS exist; (ii) milestone payments are made to UMBC pursuant to paragraph
3.4 below; or (iii) sublicensing revenues are to be paid pursuant to paragraph
3.5 below, the annual fee due on said anniversary shall be credited against such
running royalties, milestone payments, and licensing revenues due in the year
following said anniversary.

     3.3 ROYALTIES. AMICUS shall pay to UMBC [***] of NET SALES as a running
royalty for all LICENSED PRODUCTS sold by AMICUS, its AFFILIATED COMPANIES, and
SUBLICENSEES during the term of this Agreement; provided

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


                                        5



AMICUS THERAPEUTICS, INC.
Exclusive License Agreement

however, AMICUS, its AFFILIATED COMPANIES, and SUBLICENSEES shall pay a [***] of
NET SALES during the term of this agreement when a LICENSED PRODUCT is a DERIVED
PRODUCT. Should AMICUS be required to license patent rights from a third party
other than those already licensed by AMICUS from New York University's Mt. Sinai
School of Medicine (i.e. allowed U.S. patent applications 09/604,053 and
09/948,348, pending U.S. patent application 10/172,604, entitled "A Method For
Enhancing Mutant Enzyme Activity In Gaucher Disease," and any continuations,
divisionals, and reissues thereof) to sell a LICENSED PRODUCT, AMICUS shall be
entitled to credit [***] of any royalties payable under said third party license
against the royalties due to UMBC for such LICENSED PRODUCT, provided however,
in any case, the royalty rate payable to UMBC shall not be reduced below [***].
Royalty payments shall be made quarterly on either a calendar or fiscal
quarterly schedule, at AMICUS' election, provided said quarterly schedule is
reasonably consistent during the term of this Agreement. All non-US taxes
related to the sales of LICENSED PRODUCTS shall be paid by AMICUS and shall not
be deducted from any royalty or other payments due to UMBC.

In the event any LICENSED PRODUCT shall be sold by AMICUS or an AFFILIATED
COMPANY to an AFFILIATED COMPANY, or any person, corporation, firm or
association with which AMICUS or an AFFILIATED COMPANY has any agreement,
understanding or arrangement with respect to consideration (such as, among other
things, an option to purchase stock or actual stock ownership, or an arrangement
involving division of profits or special rebates or allowances), the royalties
to be paid hereunder for any such LICENSED PRODUCT shall be based upon the
greater of: 1) the net selling price at which the purchaser of LICENSED PRODUCTS
resells such products to the end user, 2) the fair market value of the LICENSED
PRODUCT which shall be determined based on the sales price of similar products
or services sold in the market, as applicable, or as may be mutually agreed by
the parties, or 3) the net selling price of LICENSED PRODUCTS paid to AMICUS or
an AFFILIATED COMPANY.

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


                                        6



AMICUS THERAPEUTICS, INC.
Exclusive License Agreement

     3.4 MILESTONE PAYMENTS. AMICUS shall pay:

     1) [***] upon the first demonstration of safety and efficacy over a dosing
     interval of greater than 28 days in a human phase II clinical trial for a
     LICENSED PRODUCT; and

     2) [***] upon receiving marketing approval for a first LICENSED PRODUCT
     from the U.S. Food and Drug Administration.

     The milestone payments set forth in this Paragraph shall be credited
against running royalties due to UMBC; provided however, the amount credited in
any given year shall not exceed [***] of the running royalties that would
otherwise be due to UMBC for that year.

     3.5 SUBLICENSE CONSIDERATION. In addition to the running royalty due to
UMBC as set forth in Paragraph 3.3, AMICUS shall pay the following percentages
of any consideration, other than royalties, received by AMICUS or an AFFILIATED
COMPANY for the grant of a sublicense under this Agreement:

     1) [***] until AMICUS has identified a lead compound covered by PATENT
     RIGHTS and demonstrated safety and efficacy of said compound in an animal
     model;

     2) [***] after AMICUS has identified a lead compound covered by PATENT
     RIGHTS and demonstrated safety and efficacy of said compound in an animal
     model, but before commencement of a clinical trial on a lead compound
     covered by PATENT RIGHTS; and

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


                                       7



AMICUS THERAPEUTICS, INC.
Exclusive License Agreement

     3) [***] following commencement of a clinical trial on a lead compound
     covered by PATENT RIGHTS.

     For the purpose of clarification, such consideration shall include, without
limitation, any licensing fees or other cash consideration, and any premium paid
by the SUBLICENSEE over Fair Market Value for stock, or stock options, of the
AMICUS or an AFFILIATED COMPANY. The term "Fair Market Value" shall mean the
daily weighted average of the price at which said stock is publicly trading
during the period twenty (20) business days prior to the effective date of said
sublicense, or if the stock is not publicly traded, the value of such stock as
determined by the most recent private financing through a Financial Investor in
AMICUS or an AFFILIATED COMPANY that issued the shares. The term "Financial
Investor" shall mean an entity whose sole interest in AMICUS or an AFFILIATED
COMPANY is for the purpose of investment.

     3.6 REIMBURSEMENT. In accordance with Paragraph 4.1 below, AMICUS will
reimburse UMBC, within thirty (30) days of the receipt of an invoice from UMBC,
for all patent office fees associated with the maintenance of PATENT RIGHTS
incurred by UMBC subsequent to the EFFECTIVE DATE of this Agreement.

     3.7 FORM OF PAYMENT. All payments under this Agreement shall be paid to
UMBC in United States Dollars by check(s) drawn on a United States Bank. Checks
are to be made payable to "UMBC" and shall reference:

         [***]

And shall be sent to:

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


                                       8



AMICUS THERAPEUTICS, INC.
Exclusive License Agreement

          OFFICE OF TECHNOLOGY DEVELOPMENT
          UNIVERSITY OF MARYLAND, BALTIMORE COUNTY
          ADMINISTRATION BUILDING
          1000 HILLTOP CIRCLE
          BALTIMORE, MD 21250
          ATTN: DIRECTOR

     3.8 FOREIGN CURRENCY. To the extent NET SALES of Licensed Products
manufactured in the United States are made by AMICUS or a SUBLICENSEE in a
foreign country, any royalties due to UMBC based thereon shall be first
determined in the currency of the country in which the royalties were earned and
then converted to their equivalent in United States Dollars using an average of
the currency exchange rates quoted in the Wall Street Journal for the last
business day of each of the three (3) consecutive calendar months constituting
the calendar quarter in which the royalties were earned. To the extent that
statutes, laws, codes, or government regulations (including currency exchange
regulations) shall prevent or limit royalty payments by AMICUS or its
SUBLICENSEES in any country, all monies due to UMBC shall promptly be deposited
by AMICUS or its SUBLICENSEE, as the case may be, in an account in a local bank
in such country, said bank to be designated by UMBC in writing; or paid to UMBC,
or deposited in its account, in any other country where such payment or deposit
is lawful under the currency restrictions, as directed in writing by UMBC.

     3.9 LATE PAYMENTS. In the event that any payment due hereunder is not made
when due, the payment shall accrue interest beginning on the tenth day following
the due date thereof, calculated at the annual rate of the sum of (a) two
percent (2%) plus (b) the prime interest rate quoted by The Wall Street Journal
on the date said payment is due, the interest being compounded on the last day
of each calendar quarter, provided however, that in no event shall said annual
interest rate exceed the maximum legal interest rate for corporations. Each such
payment when made shall be accompanied by all interest so accrued. Said interest
and the payment and acceptance thereof shall not negate or waive the right of
UMBC to seek any other remedy, legal or

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


                                       9



AMICUS THERAPEUTICS, INC.
Exclusive License Agreement

equitable, to which it may be entitled because of the delinquency of any payment
including, but not limited to termination of this Agreement as set forth in
Paragraph 9.2.

     ARTICLE IV - PATENT PROSECUTION, MAINTENANCE, & INFRINGEMENT

     4.1 PROSECUTION & MAINTENANCE. UMBC, at AMICUS' expense, shall maintain all
patents specified under PATENT RIGHTS upon authorization of AMICUS and AMICUS
shall be licensed thereunder. Title to all such patents and patent applications
shall reside in UMBC. UMBC shall have full and complete control over all patent
matters related to the PATENT RIGHTS, provided however, that UMBC will consider
and incorporate reasonable comments received from AMICUS. AMICUS will provide
payment authorization to UMBC at least one (1) month before an action is due,
provided that AMICUS has received timely notice of such action from UMBC and has
the opportunity to provide comments. Failure to provide authorization can be
considered by UMBC as an AMICUS decision not to authorize an action.

     4.2 NOTIFICATION. Each party will notify the other promptly in writing when
any infringement of the PATENT RIGHTS by another is uncovered or suspected.

     4.3 INFRINGEMENT. AMICUS shall have the first right to enforce any patent
within PATENT RIGHTS in the FIELD against any infringement or alleged
infringement thereof, and shall at all times keep UMBC informed as to the status
thereof. AMICUS may, in its sole judgment and at its own expense, institute suit
against any such infringer or alleged infringer and control, settle, and defend
such suit in a manner consistent with the terms and provisions hereof and
recover, for its account subject to Paragraph 4.4, any damages, awards or
settlements resulting therefrom. This right to sue for infringement shall not be
used in an arbitrary or capricious manner. UMBC shall reasonably cooperate in
any such litigation, including being joined as a party plaintiff if AMICUS'
attorneys, in their sole discretion, determine that UMBC is necessary to any

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


                                       10



AMICUS THERAPEUTICS, INC.
Exclusive License Agreement

such litigation, at AMICUS' expense using AMICUS' counsel of choice. UMBC shall
have the right to retain counsel of its own selection, at UMBC's expense, in any
litigation instituted by AMICUS pursuant to this Paragraph 4.3, provided that
AMICUS' counsel shall be lead counsel.

     If AMICUS elects not to enforce any patent within the PATENT RIGHTS, then
it shall so notify UMBC in writing within ninety (90) days of receiving notice
that an infringement exists, and UMBC may, in its sole judgment and at its own
expense, take steps to enforce any patent and control, settle, and defend such
suit in a manner consistent with the terms and provisions hereof, and recover,
for its own account, any damages, awards or settlements resulting therefrom.
UMBC shall reasonably consider any comments from AMICUS regarding any settlement
that may impair AMICUS' rights under this Agreement in any way prior to UMBC
entering into such settlement. AMICUS shall have the right to participate in
such litigation and, if it elects to do so, will retain counsel of its own
selection and at its expense, provided that UMBC's counsel shall be lead
counsel.

     4.4 RECOVERY. Any recovery by AMICUS under Paragraph 4.3 shall be deemed to
reflect loss of commercial sales, and AMICUS shall pay to UMBC a percent,
according to the rate determined for Sublicense Consideration as described in
Paragraph 3.5, of the recovery net of all reasonable costs and expenses
associated with each suit or settlement. If the cost and expenses exceed the
recovery, then [***] of the excess shall be credited against royalties payable
by AMICUS to UMBC hereunder in connection with sales in the country of such
legal proceedings, provided, however, that any such credit under this Paragraph
shall not exceed [***] percent [***] of the royalties otherwise payable to UMBC
with regard to sales in the country of such action in any one calendar year,
with any excess credit being carried forward to future calendar years.

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


                                       11



AMICUS THERAPEUTICS, INC.
Exclusive License Agreement

                     ARTICLE V - OBLIGATIONS OF THE PARTIES

     5.1 REPORTS. AMICUS shall provide to UMBC within thirty (30) days of the
end of each March, June, September and December after the EFFECTIVE DATE, a
written report to UMBC of the amount of LICENSED PRODUCTS sold, the total NET
SALES of such LICENSED PRODUCTS, and the running royalties due to UMBC as a
result of NET SALES AMICUS, AFFILIATED COMPANIES, and SUBLICENSEES. Payment of
any such royalties due shall accompany such report. The report of sales and
royalties due shall be substantially in the format of the sales and royalty
report form given in Exhibit A. Until AMICUS or a SUBLICENSEE has achieved a
first commercial sale of a LICENSED PRODUCT, a report shall be submitted at the
end of every June after the EFFECTIVE DATE and will include a full written
report describing AMICUS' or any SUBLICENSEE'S technical efforts towards meeting
its obligations under the terms of this Agreement as set forth in Paragraph 5.3.
UMBC shall treat all reports received pursuant to this Paragraph as confidential
information of AMICUS.

     5.2 RECORDS. AMICUS and its AFFILIATED COMPANIES shall make and retain, for
a period of three (3) years following the period of each report required by
Paragraph 5.1, true and accurate records, files and books of account containing
all the data reasonably required for the full computation and verification of
sales and other information required in Paragraph 5.1. Such books and records
shall be in accordance with generally accepted accounting principles
consistently applied. AMICUS and its AFFILIATED COMPANIES shall permit the
inspection and copying of such records, files and books of account by UMBC or
its certified public accountants during regular business hours upon ten (10)
business days' written notice to AMICUS or an AFFILIATED COMPANY. Such
inspection shall not be made more than once each calendar year. All costs of
such inspection and copying shall be paid by UMBC, provided that if any such
inspection shall reveal that an error has been made in the amount equal to five
percent (5%) or more of such payment, such costs shall be borne by AMICUS.
AMICUS and its AFFILIATED COMPANIES shall include in any

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


                                       12



AMICUS THERAPEUTICS, INC.
Exclusive License Agreement

agreement with its SUBLICENSEES, which permits such party to make, use or sell
LICENSED PRODUCTS, a provision requiring such party to retain records of sales
of LICENSED PRODUCTS and other information as required in Paragraph 5.1 and to
permit UMBC to inspect such records as required by this Paragraph. Any
information disclosed or provided to UMBC during any such inspection or
resulting from any such inspection shall be treated as confidential information
of the disclosing party.

     5.3 COMMERCIALIZATION EFFORTS. AMICUS shall exercise commercially
reasonable efforts to develop and to introduce a LICENSED PRODUCT into the
commercial market as soon as practicable, consistent with sound and reasonable
business practice and judgment; thereafter, until the expiration of the
Agreement, AMICUS shall endeavor to keep LICENSED PRODUCTS reasonably available
to the public.

     5.4 PATENT ACKNOWLEDGEMENT. AMICUS agrees that all packaging containing
individual LICENSED PRODUCTS sold by AMICUS and SUBLICENSEES will be marked with
the number of the applicable patent(s) licensed hereunder in accordance with
each country's patent laws.

                          ARTICLE VI - REPRESENTATIONS

     6.1 REPRESENTATIONS BY UMBC. UMBC represents and warrants that it has, or
will obtain, all approvals from UMBC senior officials necessary for it to enter
into this Agreement. UMBC further warrants that it has good and marketable title
to its interest in the inventions claimed under PATENT RIGHTS with the exception
of certain retained rights of the United States government. EXCEPT AS EXPRESSLY
SET FORTH IN THIS PARAGRAPH 6.1, AMICUS AND ITS AFFILIATED COMPANIES AGREE THAT
THE PATENT RIGHTS ARE PROVIDED "AS IS", AND THAT UMBC MAKES NO REPRESENTATION OR
WARRANTY WITH RESPECT TO THE PERFORMANCE OF

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


                                       13



AMICUS THERAPEUTICS, INC.
Exclusive License Agreement

LICENSED PRODUCTS INCLUDING THEIR SAFETY, EFFECTIVENESS, OR COMMERCIAL
VIABILITY. UMBC MAKES NO REPRESENTATION AS TO THE VALIDITY OF THE PATENT RIGHTS
OR THAT ANY PRACTICE UNDER THE PATENT RIGHTS SHALL BE FREE OF INFRINGEMENT OF
ANOTHER PATENT OR OTHER PROPRIETARY RIGHT NOT GRANTED TO AMICUS HEREUNDER. UMBC
DISCLAIMS ALL WARRANTIES WITH REGARD TO PRODUCTS AND SERVICES LICENSED UNDER
THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ALL WARRANTIES, EXPRESS OR
IMPLIED, OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, UMBC ADDITIONALLY
DISCLAIMS ALL OBLIGATIONS AND LIABILITIES ON THE PART OF UMBC AND INVENTORS, FOR
DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, AND
CONSEQUENTIAL DAMAGES, ATTORNEYS' AND EXPERTS' FEES, AND COURT COSTS (EVEN IF
UMBC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FEES OR COSTS),
ARISING OUT OF OR IN CONNECTION WITH THE MANUFACTURE, USE, OR SALE OF THE
PRODUCT LICENSED UNDER THIS AGREEMENT. AMICUS AND ITS AFFILIATED COMPANIES
ASSUME ALL RESPONSIBILITY AND LIABILITY FOR LOSS OR DAMAGE CAUSED BY A LICENSED
PRODUCT MANUFACTURED, USED OR SOLD BY AMICUS, ITS SUBLICENSEES AND AFFILIATED
COMPANIES.

                          ARTICLE VII - INDEMNIFICATION

     7.1 INDEMNIFICATION. UMBC and the Inventors of PATENT RIGHTS will not,
under the provisions of this Agreement or otherwise, have control over the
manner in which AMICUS or its AFFILIATED COMPANIES or its SUBLICENSEES or those
operating for its account or third parties who purchase LICENSED PRODUCTS from
any of the foregoing entities, practice the PATENT RIGHTS or LICENSED PRODUCTS.
AMICUS shall defend, indemnify, and hold UMBC, The University System of
Maryland, the State of Maryland, their present and former trustees, officers,
agents, faculty, employees, and

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


                                       14



AMICUS THERAPEUTICS, INC.
Exclusive License Agreement

Inventors and students who were involved with the creation of the inventions
covered by the PATENT RIGHTS, as applicable, harmless as against any judgments,
fees, expenses, or other costs arising from or incidental to any product
liability or other lawsuit, claim, demand or other action brought as a
consequence of the practice of said inventions by any of the foregoing entities,
whether or not UMBC or said Inventors, either jointly or severally, is named as
a party defendant in any such lawsuit. Practice of the inventions covered by the
PATENT RIGHTS, by an AFFILIATED COMPANY or an agent or a SUBLICENSEE or a third
party on behalf of or for the account of AMICUS or by a third party who
purchases LICENSED PRODUCTS from AMICUS, an AFFILIATED COMPANY, or a
SUBLICENSEE, shall be considered AMICUS' practice of said inventions for
purposes of this Paragraph. The obligation of AMICUS to defend, indemnify, and
hold harmless, as set forth in this Paragraph, shall survive the termination of
this Agreement.

     7.2 INDEMNIFICATION BY UMBC. UMBC will indemnify and hold AMICUS harmless
from any and all losses, claims, liabilities, damages, costs and expenses
(including reasonable attorney's fees) which arise out of the acts or omissions
of the University, its agents, employees or students in connection with this
Agreement or by any breach or default in the performance of the obligations of
the University hereunder. The obligations of UMBC pursuant to this Paragraph 7.2
are contingent upon the existence of an appropriation to UMBC by the State
Legislature for the purpose of satisfying this clause in particular or clauses
of this type, in general at the time that the acts or omissions giving rise to
the University's obligations occur. If UMBC has no such appropriation at the
time such acts or omissions occur, it will seek an appropriation to satisfy
claims pursuant to this subsection, but its obligations to pay AMICUS will be
subject to the receipt of such an appropriation.

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


                                       15




AMICUS THERAPEUTICS, INC.
Exclusive License Agreement

                         ARTICLE VIII - CONFIDENTIALITY

     8.1 CONFIDENTIALITY. In performing under this Agreement, the parties may
exchange information that they consider to be confidential. The recipient of
such information agrees to accept the disclosure of said information which is
(a) marked as confidential at the time it is sent to the recipient, or (b)
orally, is stated by the disclosing party to be confidential, or (c) is of such
a nature that the receiving party in the exercise of reasonable business
judgment should know is confidential, and to employ all reasonable efforts to
maintain the information secret and confidential, such efforts to be no less
than the degree of care employed by the recipient to preserve and safeguard its
own confidential information. The information shall not be disclosed or revealed
to anyone except employees and consultants of the recipient who have a need to
know the information and who have entered into a secrecy agreement with the
recipient under which such employees and consultants are required to maintain
confidential the proprietary information of the recipient and such employees and
consultants shall be advised by the recipient of the confidential nature of the
information and that the information shall be treated accordingly; provided
however, a receiving party may disclose confidential information to its
accountants, banks, financing sources, financial officers, lawyers, and related
professionals or such other persons having a legitimate need to know such
information, or as otherwise permitted by the disclosing party, provided that
such individuals are under an obligation to keep such information confidential.

     The obligations of this Paragraph shall also apply to the confidential
information of AFFILIATED COMPANIES and/or SUBLICENSEES provided by AMICUS to
UMBC. UMBC's, AMICUS', and its AFFILIATED COMPANIES' obligations under this
Paragraph shall extend until three (3) years after the termination of this
Agreement.

     8.2 EXCEPTIONS. The recipient's obligations under Paragraph 8.1 shall not
extend to any part of the information:

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


                                       16



AMICUS THERAPEUTICS, INC.
Exclusive License Agreement

          A.   that can be demonstrated to have been in the public domain or
               publicly known and readily available to the trade or the public
               prior to the date of the disclosure; or

          B.   that can be demonstrated from written records to have been in the
               recipient's possession or readily available to the recipient from
               another source not under obligation of secrecy to the disclosing
               party prior to the disclosure; or

          C.   that becomes part of the public domain or publicly known by
               publication or otherwise, not due to any unauthorized act by the
               recipient; or

          D.   that is demonstrated from written records to have been developed
               by or for the receiving party without reference to confidential
               information disclosed by the disclosing party.

     8.3 COMPLIANCE WITH LAW. The prohibitions on the disclosure of confidential
information of a disclosing party under this Agreement shall not preclude a
receiving party, on the advice of counsel, from complying with applicable law or
other demand under lawful process, including a discovery request in a civil
litigation, so long as the receiving party first gives the disclosing party
written notice of the required disclosure and reasonably cooperates with the
disclosing party, at the disclosing party's sole expense, in seeking reasonable
protective arrangements with respect to such confidential information. In no
event shall the receiving party's cooperation with the disclosing party require
the receiving party to take any action that, on the advice of their counsel,
could result in the imposition of any sanctions or other penalties against it.

     8.4 RIGHT TO PUBLISH. Each party may publish manuscripts, abstracts or the
like describing the PATENT RIGHTS and inventions contained therein provided

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


                                       17



AMICUS THERAPEUTICS, INC.
Exclusive License Agreement

confidential information of the other as defined in Paragraph 8.1, is not
included without first obtaining approval from the disclosing party to include
such confidential information. Otherwise, either party shall be free to publish
manuscripts and abstracts or the like related to the PATENT RIGHTS without the
other party's prior approval.

                         ARTICLE IX - TERM & TERMINATION

     9.1 TERM. The term of this Agreement shall commence on the EFFECTIVE DATE
and shall continue until the date of expiration of the patent included within
PATENT RIGHTS.

     9.2 TERMINATION BY EITHER PARTY. This Agreement may be terminated by either
party, in the event that the other party (a) becomes insolvent or seeks
protection under any bankruptcy, receivership, trust deed, creditors
arrangement, composition or comparable proceeding, or if any such proceeding is
instituted against a party and not dismissed within fourteen (14) days, or (b)
fails to perform or otherwise breaches any of its obligations hereunder, if,
following the giving of notice by the terminating party of its intent to
terminate and stating the grounds therefore, the party receiving such notice
shall not have cured the failure or breach within thirty (30) days. In no event,
however, shall such notice or intention to terminate be deemed to waive any
rights to damages or any other remedy that the party giving notice of breach may
have as a consequence of such failure or breach.

     9.3 TERMINATION BY AMICUS. Notwithstanding termination pursuant to
Paragraph 9.2, above, AMICUS may terminate this Agreement and the license
granted herein, for any reason, upon giving UMBC sixty (60) days written notice.

     9.4 OBLIGATIONS AND DUTIES UPON TERMINATION. If this Agreement is
terminated, both parties shall be released from all obligations and duties
imposed or assumed hereunder to the extent so terminated, except as expressly
provided to the

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


                                       18



AMICUS THERAPEUTICS, INC.
Exclusive License Agreement

contrary in this Agreement. Upon termination, both parties shall cease any
further use of the confidential information disclosed to the receiving party by
the other party. This obligation extends as well to any other persons to whom a
party has disclosed confidential information of the other. Termination of this
Agreement, for whatever reason, shall not affect the obligation of either party
to make any payments for which it is liable prior to or upon such termination.
Termination shall not affect UMBC's right to recover unpaid royalties or fees or
reimbursement for patent expenses incurred pursuant to Paragraph 4.1 prior to
termination. At the end of the Sell-Off Period (defined below), AMICUS shall
submit a final royalty report to UMBC (which UMBC shall treat as confidential
information of AMICUS) and any royalty payments and unreimbursed patent expenses
due UMBC shall become immediately due and payable. Upon termination of this
Agreement, all rights in and to the PATENT RIGHTS shall revert immediately to
UMBC at no cost to UMBC; provided, however, that if this Agreement is terminated
pursuant to Paragraphs 9.2 or 9.3, AMICUS, its AFFILIATED COMPANIES and/or
SUBLICENSEES, shall have the right to continue to manufacture LICENSED PRODUCTS
to the extent AMICUS, its AFFILIATED COMPANIES and/or SUBLICENSEES, have parts,
components, or supplies on hand or on order, and to sell LICENSED PRODUCTS
already in inventory at the time of such termination ("Sell-Off Period"),
provided that the Sell-Off Period shall not exceed a period of one (1) year, and
subject to the royalty payment obligations of Paragraph 3.3, the reporting
provisions of Paragraph 5.1, and any other obligations that survive as set forth
in Paragraph 10.13. In the event of termination of this Agreement, AMICUS shall
provide all of its SUBLICENSEES with written notice of: (i) termination of this
Agreement; (ii) termination of all sublicenses under this Agreement; and (iii)
the right of any SUBLICENSEES to negotiate a license to PATENT RIGHTS directly
with UMBC. A copy of all such notices shall be provided to UMBC, and treated as
confidential information of AMICUS.

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


                                       19



AMICUS THERAPEUTICS, INC.
Exclusive License Agreement

                            ARTICLE X - MISCELLANEOUS

     10.1 USE OF NAME. AMICUS shall not use the name of UMBC or The University
System of Maryland or any of its constituent parts, or any contraction thereof
or the name of the Inventors in any advertising, promotional, sales literature
or fundraising documents without prior written notice to UMBC. AMICUS shall
allow at least seven (7) business days notice of any proposed public disclosure
for UMBC's review and approval. If UMBC does not respond by the end of said
seven day period, any proposed use of the names contemplated herein shall be
deemed approved provided, however, that UMBC's name shall not be used in any
case as an endorsement of LICENSED PRODUCTS.

     10.2 NO PARTNERSHIP. Nothing in this Agreement shall be construed to create
any agency, employment, partnership, joint venture or similar relationship
between the parties other than that of a licensor/licensee. Neither party shall
have any right or authority whatsoever to incur any liability or obligation
(express or implied) or otherwise act in any manner in the name or on the behalf
of the other, or to make any promise, warranty or representation binding on the
other.

     10.3 NOTICE OF CLAIM. Each party shall give the other or its representative
immediate notice of any suit or action filed, or prompt notice of any claim
made, against them arising out of the performance of this Agreement.

     10.4 PRODUCT LIABILITY. Prior to initial human testing or first commercial
sale of any LICENSED PRODUCT, as the case may be, in any particular country,
AMICUS shall establish and maintain, in each country in which AMICUS, an
AFFILIATED COMPANY or a SUBLICENSEE shall test or sell a LICENSED PRODUCT,
product liability or other appropriate insurance coverage appropriate to the
risks involved in marketing LICENSED PRODUCTS; provided however, such insurance
shall include coverage of at least [***] dollars [***] per incident. Upon
AMICUS'

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


                                       20



AMICUS THERAPEUTICS, INC.
Exclusive License Agreement

request, UMBC agrees to reasonably consider agreeing to insurance coverage of
less than [***] dollars [***] subject to AMICUS ability to provide evidence that
a lesser amount of coverage is usual, customary, and sufficient to cover product
liability risk for LICENSED PRODUCTS or comparable products in the industry.
Upon UMBC's request, AMICUS will furnish UMBC with a Certificate of Insurance
for each product liability insurance policy obtained, which shall be treated as
confidential information of AMICUS. UMBC shall be listed as an additional
insured in AMICUS' said insurance policies. If such product liability insurance
is underwritten on a 'claims made' basis, AMICUS agrees that any change in
underwriters during the term of this Agreement will require the purchase of
'prior acts' coverage to ensure that coverage will be continuous throughout the
term of this Agreement.

     10.5 GOVERNING LAW. This Agreement shall be construed, and legal relations
between the parties hereto shall be determined, in accordance with the laws of
the State of Maryland applicable to contracts solely executed and wholly to be
performed within the State of Maryland without giving effect to the principles
of conflicts of laws. Any disputes between the parties to the Agreement shall be
brought in the state or federal courts of Maryland.

     10.6 NOTICE. All notices or communication required or permitted to be given
by either party hereunder shall be deemed sufficiently given if mailed by
registered mail or certified mail or sent by overnight courier, such as Federal
Express, to the other party at its respective address set forth below or to such
other address as one party shall give notice of to the other from time to time
hereunder. Mailed notices shall be deemed received on the third business day
following the date of mailing. Notices sent by overnight courier shall be deemed
received the following business day. Notices may be sent by facsimile provided
that any notice sent by facsimile is confirmed by registered mail or certified
mail or sent by overnight courier. Notices received by facsimile shall be deemed
received on the day either party receives such a facsimile at the number listed
below.

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


                                       21



AMICUS THERAPEUTICS, INC.
Exclusive License Agreement

     If to AMICUS:   Amicus Therapeutics, Inc.
                     675 US Highway One
                     North Brunswick, NJ 08902
                     Attn: Vice President of Research

                     Facsimile: 732-745-9769

     If to UMBC:     Office of Technology Development
                     University of Maryland, Baltimore County
                     Administration Building, 2nd Floor
                     1000 Hilltop Circle
                     Baltimore, MD 21250
                     Attn: Director

                     Facsimile: 410-455-8750

     10.7 COMPLIANCE WITH ALL LAWS. In all activities undertaken pursuant to
this Agreement, both UMBC and AMICUS covenant and agree that each will in all
material respects comply with applicable federal, state and local laws and
statutes, as may be in effect at the time of performance and all valid rules,
regulations and orders thereof regulating such activities.

     10.8 SUCCESSORS AND ASSIGNS. Neither this Agreement nor any of the rights
or obligations created herein, except for the right to receive any remuneration
hereunder, may be assigned by either party, in whole or in part, without the
prior written consent of the other party, except that either party shall be free
to assign this Agreement in connection with any sale of all or substantially all
of its assets, stock or business to which this Agreement relates (whether by
sale, merger, acquisition, operation of law or otherwise) without the consent of
the other. AMICUS shall promptly notify UMBC of any such assignment by AMICUS.
This Agreement shall bind and inure to the benefit of the successors and
permitted assigns of the parties hereto. Any attempt to assign this Agreement
other than as expressly permitted by this Paragraph shall render the attempted
assignment null and void.

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


                                       22



AMICUS THERAPEUTICS, INC.
Exclusive License Agreement

     10.9 NO WAIVERS; SEVERABILITY. No waiver of any breach of this Agreement
shall constitute a waiver of any other breach of the same or other provision of
this Agreement, and no waiver shall be effective unless made in writing. Any
provision hereof prohibited by or unenforceable under any applicable law of any
jurisdiction shall as to such jurisdiction be deemed ineffective and deleted
herefrom without affecting any other provision of this Agreement. It is the
desire of the parties hereto that this Agreement be enforced to the maximum
extent permitted by law, and should any provision contained herein be held by
any governmental agency or court of competent jurisdiction to be void, illegal
and unenforceable, the parties shall negotiate in good faith for a substitute
term or provision which carries out the original intent of the parties

     10.10 ENTIRE AGREEMENT; AMENDMENT. AMICUS and UMBC acknowledge that they
have read this entire Agreement and that this Agreement, including the attached
Exhibits constitutes the entire understanding and contract between the parties
hereto and supersedes any and all prior or contemporaneous oral or written
communications with respect to the subject matter hereof, all of which
communications are merged herein. It is expressly understood and agreed that (i)
there being no expectations to the contrary between the parties hereto, no usage
of trade, verbal agreement or another regular practice or method dealing within
any industry or between the parties hereto shall be used to modify, interpret,
supplement or alter in any manner the express terms of this Agreement; and (ii)
this Agreement shall not be modified, amended or in any way altered except by an
instrument in writing signed by both of the parties hereto.

     10.11 FORCE MAJEURE. If either party fails to fulfill its obligations
hereunder (other than an obligation for the payment of money), when such failure
is due to an act of God, or other circumstances beyond its reasonable control,
including but not limited to fire, flood, civil commotion, riot, war (declared
and undeclared), revolution, or embargoes, then said failure shall be excused
for the duration of such event and for such a time thereafter as is reasonable
to enable the parties to resume performance under this Agreement.

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


                                       23



AMICUS THERAPEUTICS, INC.
Exclusive License Agreement

     10.12 FURTHER ASSURANCES. Each party shall, at any time, and from to time,
prior to or after the EFFECTIVE DATE of this Agreement, at reasonable request of
the other party, execute and deliver to the other such instruments and documents
and shall take such actions as may be required to more effectively carry out the
terms of this Agreement.

     10.13 SURVIVAL. All representations, warranties, covenants and agreements
made herein and which by their express terms or by implication are to be
performed after the execution and/or termination hereof, or are prospective in
nature, shall survive such execution and/or termination, as the case may be.
This shall include Articles VI, VII, VIII, IX, and X, including, but not limited
to, AMICUS' right to make, use, and sell LICENSED PRODUCTS during the Sell-Off
Period and its obligation to pay royalties as set forth in Paragraph 9.4.

     10.14 NO THIRD PARTY BENEFICIARIES. Nothing in this Agreement shall be
construed as giving any person, firm, corporation or other entity, other than
the parties hereto and their successors and permitted assigns, any right, remedy
or claim under or in respect of this Agreement or any provision hereof.

     10.15 HEADINGS. Article headings are for convenient reference and not a
part of this Agreement. All Exhibits are incorporated herein by this reference.

     10.16 COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall be deemed an original and all of which when taken together shall be
deemed but one instrument.

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


                                       24



AMICUS THERAPEUTICS, INC.
Exclusive License Agreement

     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their duly authorized representatives as of the date the last party hereto
has executed this Agreement.

UNIVERSITY OF MARYLAND, BALTIMORE       AMICUS THERAPEUTICS, INC.
COUNTY


By: /s/ Scott A. Bass                   By: /s/ Norman Hardman
    ---------------------------------       ------------------------------------
    Scott A. Bass, Ph.D.                    Norman Hardman, Ph.D.
    Vice Provost for Research               Chief Executive Officer

Date: 6/19/03                           Date: 6.26.03

APPROVED
UMBC Legal Affairs

/s/ Illegible
- -------------------------------------


[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


                                       25



AMICUS THERAPEUTICS, INC.
Exclusive License Agreement

                                    EXHIBIT A

                        QUARTERLY SALES & ROYALTY REPORT
          FOR LICENSE AGREEMENT BETWEEN AMICUS AND UMBC DATED _________

                  FOR PERIOD OF ______________ TO ____________



             UMBC              TOTAL NET
PRODUCT   REFERENCE/           SALES/NET             ROYALTY
 NAME/      PATENT     UNITS    SERVICE    ROYALTY    AMOUNT
 NUMBER     NUMBER      SOLD    REVENUES     RATE      DUE
- -------   ----------   -----   ---------   -------   -------
                                      



                     TOTAL ROYALTIES DUE FOR THIS PERIOD $______________________

   This report format is to be used to report quarterly royalty statements to
    UMBC. It should be placed on AMICUS letterhead and accompany any royalty
  payments due for the reporting period. This report shall be submitted even if
                             no sales are reported.

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


                                       26

                                                                    Exhibit 10.6

                           EXCLUSIVE LICENSE AGREEMENT

                                     between

NOVO NORDISK A/S, Novo Alle, 2880 Bagsvaerd, Denmark - Danish company
identification number CVR 24 25 67 90 (hereinafter referred to as "NOVO
NORDISK")

                                       and

AMICUS THERAPEUTICS, Inc., 675 U.S. Highway One, North Brunswick, NJ 08902, USA
(hereinafter referred to as "AMICUS THERAPEUTICS").

Hereinafter individually referred to as "Party" and collectively as "Parties";

                                   WITNESSETH:

WHEREAS,   AMICUS THERAPEUTICS is involved in development of small molecule
           enzyme chaperones for treatment of genetic and metabolic diseases;

WHEREAS,   NOVO NORDISK is the owner of certain Intellectual Property Rights
           relating to glycogen phosphorylase inhibitors, its use and in
           particular patent rights relating to a specific glycogen
           phosphorylase inhibitor NN4201;

WHEREAS,   NOVO NORDISK wishes to license to AMICUS THERAPEUTICS such
           Intellectual Property Rights; and

WHEREAS,   AMICUS THERAPEUTICS wishes to acquire a license to such Intellectual
           Property Rights from NOVO NORDISK;

NOW, THEREFORE, the Parties agree as follows:

1.   BACKGROUND

1.1  As of the Effective Date and upon the terms and subject to the conditions
     of this Agreement, NOVO NORDISK agrees to grant to AMICUS THERAPEUTICS, and
     AMICUS THERAPEUTICS agrees to acquire from NOVO NORDISK, a license to the
     Intellectual Property Rights (as further defined in Article 2.1.9 below),
     free of any and all security interests, options or other third party rights
     (including but not limited to rights of pre-emption and royalties) of any
     nature what so ever.

2.   DEFINITIONS

2.1  For the purpose of this Agreement, the following terms shall have the
     following meanings in this Exclusive License Agreement and its appendices:

     2.1.1 "Affiliate" means any company, corporation, or other business entity
          which controls, is controlled by, or is under common control with, a
          Party hereto.

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


                                       1


          "Control," including the terms "controlled by" or "under common
          control with," shall mean (a) in the case of corporate entities,
          direct or indirect ownership of stock or shares having the power to
          elect a majority of directors or similar body which governs the
          affairs of such corporate entity; and b) in the case of non-corporate
          entities, direct or indirect ownership of equity interest with the
          power to direct the management and policies of such non-corporate
          entities.

     2.1.2 "Agreement" shall mean this Exclusive License Agreement including its
          appendices.

     2.1.3 "Analogue" shall mean any chemical structure that is a structural
          homolog to, or derived from, the Compound and is covered by NOVO
          NORDISK Intellectual Property Rights.

     2.1.4 "Annual Net Sales" means the gross invoice price of the Licensed
          Product per year sold by AMICUS THERAPEUTICS, its Affiliates or
          sublicensees to independent Third Party customers in bona fide
          arms-length transactions, less the following deductions:

          (a)  trade, cash and/or quantity discounts actually taken;

          (b)  sales taxes, use taxes, tariffs, customs duties and value added
               or other taxes;

          (c)  Outbound transportation prepaid or allowed;

          (d)  refunds, rebates, allowances, credits or returns, including
               amounts repaid or credited by reason of rejections, return of
               goods or retroactive price reductions.

          For Annual Net Sales of a Licensed Product sold or supplied as a
          Combination, the Annual Net Sales of such a Combination in a country
          shall be determined as follows:

          A) by multiplying the Annual Net Sales of the Combination by the
          fraction A/(A+B), where A is the invoice price of the Licensed Product
          in that country if sold separately and B is the total invoice price of
          any other active component or components in the Combination in that
          country if sold separately; or If the Licensed Product and the other
          active component or components in the Combination are not sold
          separately, the Annual Net Sales, for purposes of determining
          royalties on the Combination, will be calculated by multiplying the
          Annual Net Sales of the Combination by the fraction determined by
          mutual agreement of the Parties, that reflects the relative
          contribution in value that the Licensed Product contained in the
          Combination makes to the total value of such Combination to the end
          user.; and

          B) if the Licensed Product contained in the Combination is not sold in
          that country in a vial, the Parties shall negotiate in good faith the
          value of the cartridge or prefilled device and/or other biologically
          active pharmaceutical(s) to be deducted from the Annual Net Sales of
          the Combination.

     2.1.5 "Combination" means A) where a Licensed Product is sold or supplied
          as a pharmaceutical product containing, in addition to the Licensed
          Product, one or more biologically active pharmaceuticals which are not
          a Licensed

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

                                       2


          Product, and/or B) where the Licensed Product is sold or supplied
          incorporated in a cartridge or prefilled device.

     2.1.6 "Compound" shall refer specifically to the compound identified as NNC
          42-1001 or NN4201 having the systematic name (2R, 3R,
          4R)-2-hydroxymethyl-pyrrolidine-3,4-diol. The IUPAC name for the
          tartaric salt of this compound is (2R, 3R,
          4R)-3,4-dihydroxy-2-hydroxymethyl)pyrrolidinum
          (2S,3S)-3-carboxy-2,3-dihydroxy-propanoate.

     2.1.7 "Effective Date" shall mean the date of the last signature to this
          Agreement.

     2.1.8 "Field" shall mean any and all human therapeutic or diagnostic
          indications.

     2.1.9 "Intellectual Property Rights" shall mean discoveries, know-how, data
          and technical information owned and controlled by NOVO NORDISK related
          to the NOVO NORDISK proprietary information, patents and patent
          applications delineated in Appendix A (and in respect of Patent
          Cooperation Treaty applications, European Patent Convention
          applications or applications under similar administrative
          international conventions, patent applications in the listed or
          designated countries), as well as any and all patents derived from
          these patents and patent applications, including selection patents,
          continuations, continuations-in-part, continued prosecutions
          applications, divisionals, reissues, re-examinations, renewals, or
          extensions, of the listed patent rights or any legal equivalent
          thereof which have been or may be filed in any country for the full
          term or terms for which the same may be granted. Extensions shall
          include: (a) extensions under U.S. Patent Term Restoration Act; (b)
          extensions under Japanese Patent Law; (c) Supplementary Protection
          Certifications (SPCs) according to Council Regulation (EEC) No 1768/92
          for members of the European Patent Convention and other countries in
          the European Economic Area, and (d) similar extensions under
          applicable law anywhere in the world.

     2.1.10 "Licensed Product(s)" shall mean any compound including but not
          limited to Compound, which is made, used, sold or offered for sale
          and/or imported in at least one country as a human therapeutic and
          that (a) is identified, discovered, made or developed, by AMICUS
          THERAPEUTICS for the benefit or on behalf of any Third Party, using a
          method covered by a Valid Claim of the Intellectual Property Rights,
          or (b) reasonably could not have been identified, discovered, made,
          used, developed, imported, offered for sale or been sold by AMICUS
          THERAPEUTICS but for the Intellectual Property Rights, or (c) is
          otherwise covered by a Valid Claim of the Intellectual Property Rights
          and would, in the absence of the License granted under this Agreement,
          infringe any Valid Claim. For the avoidance of doubt, Licensed Product
          includes compounds as described in the preceding sentence which are
          being made for and/or used in clinical trials in humans for the
          purpose of obtaining regulatory approval for use as an human
          therapeutic. Licensed Product also includes any Replacement Product(s)
          that may be developed under the Agreement.

     2.1.11 "NOVO NORDISK Data" as used herein, shall mean all NOVO NORDISK
          scientific and clinical/regulatory data relating to the use of
          Compound in humans.

     2.1.12 "Replacement Product" shall mean any Licensed Product which is a
          replacement for the Licensed Product or a potential Licensed Product.

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


                                       3


     2.1.13 "Territory" shall mean all countries in the world.

     2.1.14 "Third Party", as used herein, shall mean all individuals or
          entities other than NOVO NORDISK and AMICUS THERAPEUTICS and any of
          their respective Affiliates and/ or sublicensees.

     2.1.15 "Valid Claim" shall mean a claim of any unexpired patent or patent
          application within Intellectual Property Rights so long as such claim
          shall not have been held invalid or unenforceable in a final decision
          rendered by tribunal of competent jurisdiction from which no appeal
          has been or can be taken.

3.   CONSIDERATIONS AND GRANT OF RIGHTS

3.1  NOVO NORDISK hereby grants to AMICUS THERAPEUTICS and its Affiliates an
     exclusive, worldwide, royalty-bearing license, with right to sublicense
     without restriction (provided that AMICUS THERAPEUTICS and its Affiliates
     remain responsible for the performance of their sublicensees), under the
     Intellectual Property Rights, to use, develop, promote, manufacture, have
     manufactured, market, register, package, distribute, sell, offer for sale,
     have sold, import, export and otherwise commercialize Licensed Products in
     the Field throughout the Territory (the "License"). NOVO NORDISK hereby
     also grants to AMICUS THERAPEUTICS the exclusive right and license to use
     the NOVO NORDISK Data in connection with regulatory filings with the U.S.
     Food and Drug Administration and other comparable international regulatory
     bodies for approval of the Licensed Products.

3.2  If NOVO NORDISK determines, after consultation with AMICUS THERAPEUTICS,
     that NOVO NORDISK controls or owns other Intellectual Property Rights as of
     the Effective Date, that are necessary for the development, use or
     manufacture of Licensed Products, then NOVO NORDISK shall to the extent
     legally possible include such other Intellectual Property Rights in the
     License granted under Article 3.1. If any such other Intellectual Property
     Rights are included in the License after the Effective Date, these shall be
     added to Appendix A together with the date for addition of them.

3.3  In consideration of the License granted hereunder to AMICUS THERAPEUTICS
     and its Affiliates, AMICUS THERAPEUTICS, its Affiliates or its sublicenses
     agree to pay to NOVO NORDISK the milestone payments and royalties set forth
     in this Article 3.3 and Article 3.4.

     a)   A total of [***] USD [***] to be paid in full no later than fifteen
          business days after the Effective Date into an account in the bank
          defined in Article 3.5.

     b)   A total of [***] USD [***] to be paid in full no later than fifteen
          business days after the IND filing in the US for each indication.

     c)   A total of [***] USD [***] to be paid in full no later than fifteen
          business days after initiation of a Phase III clinical trial (the date
          of the Investigator's meeting) in the US for each indication.

     d)   A total of [***] USD [***] to be paid in full no later than fifteen
          business days after filing of an NDA in the US for each indication.

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

                                       4



     e)   A total of [***] USD [***] to be paid in full no later than fifteen
          business days after filing with EMEA for each indication.

     f)   A total of [***] USD [***] to be paid in full no later than fifteen
          business days after filing for regulatory approval in Japan for each
          indication.

     g)   A total of [***] USD [***] to be paid in full no later than fifteen
          business days after regulatory approval in the US for each indication.

     h)   A total of [***] USD [***] to be paid in full no later than fifteen
          business days after regulatory approval in EMEA for each indication.

     i)   A total of [***] USD [***] to be paid in full no later than fifteen
          business days after regulatory approval in Japan for each indication.

     The above milestone payments shall be payable once for the first Licensed
     Product achieving these milestones for an indication. AMICUS THERAPEUTICS
     shall also make milestone payments to NOVO NORDISK for each Replacement
     Product developed by AMICUS THERAPEUTICS and/or a sublicensee achieving
     milestones (d) through (i) for an indication, provided that each milestone
     payment amount shall be reduced by [***]. For the purposes of determining
     the satisfaction of these milestones, the category of diseases known as
     lysosomal storage diseases, and all classes of diseases within such
     category, shall be counted collectively as one indication (provided,
     however, that such disease is an orphan drug indication (US)), and all
     other human diseases shall each be counted individually as one indication.

3.4  Royalties will be payable by AMICUS THERAPEUTICS, its Affiliates or its
     sublicensees to NOVO NORDISK on a product to-by product and country by
     country basis until the last to expire of the NOVO NORDISK Intellectual
     Property Rights claiming the making, using, selling, offering to sell
     and/or import of such Licensed Product in such country. The Royalty rates
     shall be according to the following:

                           [table begins on next page]


[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

                                       5


Table 1



LICENSED PRODUCT DESCRIPTION                                             ANNUAL NET SALES                ROYALTY
- ----------------------------                               -------------------------------------------   -------
                                                                                                   
Has Compound as an active component and the indication                 $25 million or less                  [***]%
is a lysosomal storage disease or other orphan drug (US)   > $25 million but less than or equal to $50      [***]%
indication:                                                                  million
                                                             > $50 million but less than or equal to        [***]%
                                                                           $100 million
                                                                          > $100 million                    [***]%

Has Compound as an active component and the indication                 $25 million or less                  [***]%
is other than a lysosomal storage disease or other         > $25 million but less than or equal to $50      [***]%
orphan drug (US) indication:                                                 million
                                                             > $50 million but less than or equal to        [***]%
                                                                           $100 million
                                                                          > $100 million                    [***]%

Has an Analogue of the Compound as an active component                 $25 million or less                  [***]%
and the indication is a lysosomal storage disease or       > $25 million but less than or equal to $50      [***]%
other orphan drug (US) indication:                                           million
                                                             > $50 million but less than or equal to        [***]%
                                                                           $100 million
                                                                          > $100 million                    [***]%

Has an Analogue of the Compound as an active component                 $25 million or less                  [***]%
and the indication is other than a lysosomal storage       > $25 million but less than or equal to $50      [***]%
disease or other orphan drug (US) indication:                                million
                                                             > $50 million but less than or equal to        [***]%
                                                                           $100 million
                                                                          > $100 million                    [***]%

Has neither the Compound nor an Analogue thereof as an                 $100 million or less                 [***]%
active component:                                                         > $100 million                    [***]%


     Notwithstanding the foregoing, if (a) AMICUS THERAPEUTICS and/or its
     Affiliates (and/or appertaining sublicensees, as the case may be) is
     required to obtain from any Third Party that is not an Affiliate or a
     sublicensee any licenses and/or sublicenses for patent rights in order to
     practice NOVO NORDISK Intellectual Property Rights in the Field or in order
     to develop, make, have made, use, import, offer for sale, sell, import,
     export or provide Licensed Products (including, without limitation, as a
     result of any claim referred to in subsection (b)), or (b) any claim is
     made against AMICUS THERAPEUTICS and/or its Affiliates (and/or appertaining
     sublicensees, as the case may be) alleging that the practice of the NOVO
     NORDISK Intellectual Property Rights in the Field infringes any Third Party
     patent rights, then AMICUS THERAPEUTICS and/or its Affiliates (and/or
     appertaining sublicensees, as the case may be) shall be entitled to credit,
     in the case of subsection (a), any payment by AMICUS THERAPEUTICS and/or
     its Affiliates (and/or appertaining sublicensees, as the case may be) of
     additional running royalties to such Third Party(ies), if any, on Licensed
     Products, and, in the case of subsection (b), [***] of any
     reasonable costs and expenses


[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

                                       6


     (including, without limitation, attorneys' fees, but excluding any
     judgments or any settlements in connection with such claims) incurred by
     AMICUS THERAPEUTICS and/or its Affiliates (and/or appertaining
     sublicensees, as the case may be) in connection with any such infringement
     claim against the running royalty for the subject Licensed Products, in the
     appertaining country(ies) during the appertaining time period. However, not
     withstanding the above the minimum royalty payable by AMICUS THERAPEUTICS
     and its Affiliates and sublicensees to NOVO NORDISK shall never be reduced
     below [***] of the royalties set forth in this Article 3.4, Table 1 and
     which are payable for Licensed Product in the specific country or countries
     in question.

3.5  All payments required under this Agreement shall be made in US Dollars to
     the following bank account or to such account as NOVO NORDISK may, from
     time to time, notify AMICUS THERAPEUTICS in writing:

     Danske Bank,
     Copenhagen
     Account number: [***] send via the correspondent bank:

     Bank of America N.A.
     New York
     SWIFT code: BOFAUS3N.

3.6  Royalty Accounting. The tiered royalties under this Agreement shall be paid
     quarterly but calculated on an annual basis. Only a single royalty rate
     shall be applicable in any given year and that rate will be determined by
     the total Annual Net Sales. An adjustment to prior quarters in any given
     year shall be made in any subsequent quarter of the same year in which a
     threshold in a higher royalty bracket has exceeded. A yearend adjustment
     will be made, if a royalty threshold is exceeded in the fourth quarter.

3.7  Payments and Reports. Royalties payable pursuant to this agreement shall be
     due quarterly within forty five (45) days following the end of each
     calendar quarter for Annual Net Sales in such calendar quarter. All sales
     in foreign currencies shall be converted into United States dollars using
     the rate of exchange quoted by Bank of America and its successor(s) on the
     last business day of the calendar quarter in which the sales were made.
     Each such payment shall be accompanied by a statement of Annual Net Sales
     for the quarter (including number of units), applicable exchange rates and
     the calculation of royalty payable hereunder by Licensed Product and
     country. AMICUS THERAPEUTICS shall keep and shall cause its Affiliates and
     sublicensees to keep complete, true and accurate records for at least five
     (5) years for the purpose of showing the derivation of all milestone
     payments and royalties payable under this Agreement.

     3.7.1 NOVO NORDISK duly accredited representatives, which are reasonably
          acceptable to AMICUS THERAPEUTICS, shall have the rights to inspect
          and audit such records at any time with reasonable prior notice to
          AMICUS THERAPEUTICS or any of its Affiliates or sublicensees, but such
          right will not be exercised more often than once a year.

     3.7.2 Any adjustment required as a result of an audit conducted under this
          Article shall be made within thirty (30) days after the date on which
          NOVO NORDISK completed the audit. In the event of an underpayment by
          AMICUS THERAPEUTICS, its Affiliates and/or sublicensees, AMICUS
          THERAPEUTICS shall pay to NOVO NORDISK the amount underpaid plus
          interest (calculated on a daily basis) on the overdue payment from the
          date such payment was due to the date of actual payment an annual rate

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

                                       7


          equal to the discount rate ("diskontoen") of the Danish National Bank
          plus 2% (two percent). In case of overpayment by AMICUS THERAPEUTICS,
          ifs Affiliates and/or sublicensees, AMICUS THERAPEUTICS may, at its
          option, offset any future royalty payments payable to NOVO NORDISK by
          the amount of the overpayment. Each Party shall have five (5) years
          after receipt by NOVO NORDISK of any royalty paid by AMICUS
          THERAPEUTICS, its Affiliates and/or sublicenses pursuant to this
          Agreement to dispute the amount of any such royalty payment.

3.8  Transfer of NOVO NORDISK Data. NOVO NORDISK will transfer, and will
     instruct its contractors about transfer, of NOVO NORDISK Data to AMICUS
     THERAPEUTICS after AMICUS THERAPEUTICS has given NOVO NORDISK a written
     notice that AMICUS wishes to receive such NOVO NORDISK Data. NOVO NORDISK's
     obligations on transfer of data will cease six (6) months after the
     Effective Date. After this date NOVO NORDISK will in good faith consider
     fulfilling requests from AMICUS THERAPEUTICS regarding additional
     information. NOVO NORDISK will charge AMICUS THERAPEUTICS the costs
     associated with such requests at a cost basis. The contact person at NOVO
     NORDISK will be head of Scientific Licensing, Pierre Honore
     (pfh@novonordisk.com).

3.9  AMICUS THERAPEUTICS shall deliver a written annual report on each
     anniversary of the Effective Date covering the preceding year regarding the
     status of the NOVO NORDISK Intellectual Property Rights and the Licensed
     Products identified, discovered or developed fully or partly through the
     use of Intellectual Property Rights by AMICUS THERAPEUTICS. Such annual
     report shall include, as a minimum; (a) identification by code number of
     Licensed Products identified, discovered or developed, using a method
     covered in whole or in part by the Intellectual Property Rights, or which
     reasonably could not have been identified, discovered or developed but for
     the Intellectual Property Rights or which are otherwise covered by the
     Intellectual Property Rights, unless AMICUS THERAPEUTICS provides
     contemporaneous written evidence to NOVO NORDISK that such identification,
     discovery or development took place before the date of issue or grant of
     relevant Intellectual Property Rights; (b) the status of any submissions to
     a regulatory agency in any country concerning Licensed Product; the
     identity of Third Parties that AMICUS THERAPEUTICS has granted sublicensees
     to under this agreement to; and, (c) such additional material as NOVO
     NORDISK may reasonably request. NOVO NORDISK shall maintain the
     confidentiality of all such reports and shall not use the information
     therein for any purpose other than determining compliance of AMICUS
     THERAPEUTICS with the terms of this Agreement.

3.10 The AMICUS THERAPEUTICS contact person responsible for communicating with
     the NOVO NORDISK under the reporting requirements of this Agreement shall
     be the same as is given in Article 16 (NOTICES), unless AMICUS THERAPEUTICS
     designates otherwise to NOVO NORDISK in writing.

3.11 All payments due under this Agreement shall be made without deduction other
     than such amount as AMICUS THERAPEUTICS is required to deduct or withhold
     by law. When making any payment due under this Agreement, AMICUS
     THERAPEUTICS shall also pay any value added (or similar) tax which is
     payable. The sums payable by AMICUS THERAPEUTICS are non-creditable and
     non-refundable. The previous sentences of this Article notwithstanding,
     each Party undertakes to cooperate with the other Party to achieve the tax
     arrangements that are most favourable for both Parties.

3.12 In the event of any delay in effecting the payments due under this
     Agreement by the due date, AMICUS THERAPEUTICS, its Affiliates and
     sublicensees agree to pay

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

                                       8


     to NOVO NORDISK interest (calculated on a daily basis) on the overdue
     payment from the date such payment was due to the date of actual payment an
     annual rate equal to the discount rate ("diskontoen") of the Danish
     National Bank plus 2% (two percent).

3.13 Under a purchase order separate from this Agreement, AMICUS THERAPEUTICS
     shall purchase and NOVO NORDISK shall sell and deliver to AMICUS
     THERAPEUTICS, [***] kg of the Compound, at a price of $[***] per gram. Such
     delivery shall be shipped no later than fifteen (15) calendar days after
     receipt of the purchase order. Payment terms and other terms for use of the
     Compound shall be established in such purchase order. NOVO NORDISK may
     require that a Materials Transfer Agreement is entered into in connection
     with such purchase.

4.   CONFIDENTIALITY

4.1  Neither Party shall publish, disclose or commit to any Third Party any
     information in whatever form concerning this Agreement and the license
     granted hereunder, nor shall it make any reference to this Agreement to any
     Third Party for five (5) years from the date of termination or expiration
     of this Agreement without the prior written consent of the other Party.

4.2  All information disclosed by one Party ("Disclosing Party") to the other
     Party ("Recipient") in oral, visual, written, or electronic form hereunder,
     including but not limited to, any technical or non-technical information
     concerning technical processes, specifications, instrumentation, chemical
     formulae, assays, techniques, sales and marketing information, material, or
     data related to this Agreement, ("Information"), shall be kept strictly
     confidential and shall not be disclosed by Recipient to any Third Party
     without the prior written and express consent of the Disclosing Party.
     Information disclosed in oral form shall be deemed Confidential Information
     only to the extent that it has been confirmed in writing to Disclosing
     Party and marked "confidential" within 30 (thirty) days after the date of
     oral disclosure.

4.3  Recipient shall not use the Information for any other purpose than
     performing its obligations under this Agreement; however AMICUS
     THERAPEUTICS shall be entitled to use Information for any regulatory
     purposes, including clinical trials.

4.4  The obligations of confidentiality described above in Articles 4.1 - 4.3
     shall not apply to

     a)   Information, which at the time of disclosure is already in the public
          domain;

     b)   Information, which, after disclosure, becomes part of the public
          domain through no violation of this Agreement;

     c)   Information, which Disclosing Party is able to prove has been
          disclosed to Recipient and which Recipient is able to prove has been
          in its possession of prior to disclosure. In this case, Recipient
          shall, in writing and within forty-five (45) days from the date of
          disclosure, demonstrate to the satisfaction of the Disclosing Party
          that it was in possession of such Information;

     d)   Information, which is hereafter lawfully disclosed by a Third Party to
          the Recipient, which Information such Third Party did not acquire
          under a still effective obligation of confidentiality to the
          disclosing Party;

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

                                       9


     e)   Information, which can be demonstrated as independently developed or
          acquired by Recipient without reference to or reliance upon
          confidential Information defined in this Agreement, and as evidenced
          by Recipient's written records;

     f)   Information disclosed to the extent required by law or regulation
          provided that Recipient shall give the Disclosing Party prompt written
          notice and sufficient opportunity to object, time permitting, to such
          disclosure.

4.5  Notwithstanding the foregoing, Recipient may disclose Information of the
     Disclosing Party to reliable employees, consultants and agents if necessary
     for exploiting the license granted under this Agreement or for a Party in
     order to fulfil its obligations under this Agreement, provided that such
     persons are bound by obligations of confidentiality and non-use to
     Recipient which are equal to the terms of this Agreement. Recipient shall
     ensure that such employees, consultants and agents be fully aware of the
     obligations of this Agreement and shall be responsible for any breach of
     these provisions by its employees, consultants and agents. Further, AMICUS
     THERAPEUTICS may disclose information relating to, or embodied by, NOVO
     NORDISK Intellectual Property Rights, as well as NOVO NORDISK Data to:
     manufacturing, distribution, marketing, co-development or other strategic
     or corporate partners or vendors, potential sublicensees, investors, board
     members, investment bankers, provided that such persons or entities are
     bound by obligations of confidentiality and non-use to AMICUS THERAPEUTICS
     which are equal to the terms of this Agreement. AMICUS THERAPEUTICS shall
     ensure that such persons or entities are fully aware of the obligations of
     this Agreement and shall be responsible for any breach of these provisions
     by such persons or entities.

5.   PUBLIC ANNOUNCEMENTS AND PUBLICATIONS

5.1  The Parties agree not to make, issue or release any public announcement,
     statement or acknowledgement of the existence of this Agreement without the
     prior written approval of the other Party. Such approval shall not be
     unreasonably withheld or delayed. NOVO NORDISK needs fourteen (14) calendar
     days for such approval.

5.2  The Parties agree that NOVO NORDISK has the rights to publish the papers as
     indicated in APPENDIX B.

6    PATENT FILING AND MAINTENANCE

6.1  NOVO NORDISK agrees to execute any and all papers necessary in connection
     with the applications set forth in Appendix A and any continuing
     divisional, reissue, reexamination or corresponding application thereof.

6.2  NNOVO NORDISK agrees to execute all papers necessary in connection with any
     interference which may be declared concerning the application or any
     continuing divisional, reissue, reexamination or corresponding application
     thereof and to cooperate with AMICUS THERAPEUTICS, in every reasonable way
     to obtain evidence and go forward with such interference.

6.3  AMICUS THERAPEUTICS shall be obliged at AMICUS THERAPEUTICS costs and
     expense to maintain and prosecute NOVO NORDISK Intellectual Property Rights
     until their expiry and AMICUS THERAPEUTICS shall have sole responsibility
     for the preparation, filing, prosecution, and maintenance of the
     Intellectual Property

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

                                       10


     Rights. AMICUS THERAPEUTICS shall in good faith consider input from NOVO
     NORDISK with respect to prosecution and maintenance. For the avoidance of
     doubt, AMICUS THERAPEUTICS will pay for the continued filing of
     Intellectual Property Rights concerning Licensed Products.

7    ENFORCEMENT OF INTELLECTUAL PROPERTY RIGHTS

7.1  Notification. Should NOVO NORDISK become aware that a Third Party has been
     or is threatening to infringe any of the Intellectual Property Rights, or
     that a Third Party is challenging the validity of any Intellectual Property
     Rights, NOVO NORDISK shall give AMICUS THERAPEUTICS prompt written notice
     detailing as many facts as possible concerning such infringement or
     potential infringement or challenge to validity.

7.2  Enforcement. AMICUS THERAPEUTICS shall at its own cost and expense be
     responsible for taking action as AMICUS THERAPEUTICS - in any event after
     consulting with NOVO NORDISK - may deem necessary to prevent an
     infringement of the Intellectual Property Rights; to enforce the
     Intellectual Property Rights and to defend the NOVO NORDISK Intellecutal
     Property Rights against any action challenging the validity of the NOVO
     NORDISK Patent Rights. No settlement shall be made unless with the prior
     written approval of NOVO NORDISK. Any sums recovered in a suit or
     settlement shall belong to AMICUS THERAPEUTICS. However, AMICUS
     THERAPEUTICES shall not name NOVO NORDISK as a coparty in the enforcement
     and defense of the Intellectual Property Rights without the express written
     consent of NOVO NORDISK and AMICUS THERAPEUTICS shall hold harmless NOVO
     NORDISK from all reasonable costs and expenses of such litigation,
     including reasonable attorney's fees. In the event NOVO NORDISK as the
     owner of the Intellectual Property Rights has to be joined in a suit, NOVO
     NORDISK shall have the right to be represented by a counsel of its own
     choice.

7.3  Obligations. AMICUS THERAPEUTICS shall be obligated to enforce any of the
     Intellectual Property Rights covered by this Agreement at its own expense.
     AMICUS THERAPEUTICS can partially be released from such obligation
     according to Article 12.2.

8    PATENT VALIDITY

8.1  If any claim challenging the validity or enforceability of any Intellectual
     Property Rights shall be brought against NOVO NORDISK, NOVO NORDISK shall
     promptly notify AMICUS THERAPEUTICS. Article 9.2 shall govern the
     disposition of any such claim.

8.2  If any Third Party challenges the validity or enforceability of any of the
     Intellectual Property Rights, AMICUS THERAPEUTICS agrees not to suspend any
     payments due to NOVO NORDISK until such time as that patent in Intellectual
     Property Rights is determined to be invalid or unenforceable by final
     judgement of a governmental agency or a court of competent jurisdiction
     from which no appeal can be or has been taken.

9    REPRESENTATIONS AND WARRANTIES

9.1  NOVO NORDISK represents and warrants that, to the best of its knowledge, it
     has the right to grant the license in and to Intellectual Property Rights
     set forth in this

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

                                       11


     Agreement, that the rights granted to AMICUS THERAPEUTICS, hereunder do not
     conflict with rights previously granted to any Third Party or any agreement
     to which NOVO NORDISK is bound, and that, to the best of its knowledge,
     there is no litigation pending or threatened with respect to the
     Intellectual Property Rights.

9.2  Nothing in this Agreement shall be construed as:

     9.2.1 A representation or warranty by NOVO NORDISK as to the patentability,
          validity, scope, or usefulness of Intellectual Property Rights; or

     9.2.2 A representation or warranty by NOVO NORDISK that anything made,
          used, sold, or otherwise disposed of under any license granted in this
          Agreement is or will be free from infringement of patents or other
          proprietary rights not included in Intellectual Property Rights.

9.3  EXCEPT AS EXPRESSLY SET FORTH ABOVE, NOVO NORDISK EXPRESSLY DISCLAIMS ANY
     AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, PERTAINING TO THE
     MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE INTELLECTUAL
     PROPERTY RIGHTS, LICENSED PRODUCTS, OR ANYTHING ELSE LICENSED, DISCLOSED,
     OR OTHERWISE PROVIDED TO AMICUS THERAPEUTICS UNDER THIS AGREEMENT. NOVO
     NORDISKS' TOTAL LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE COSTS AND
     FEES PAID BY AMICUS THERAPEUTICS TO NOVO NORDISK UNDER THIS AGREEMENT.

9.4  NOVO NORDISK warrants that NOVO NORDISK Data is transferred as is, i.e.
     AMICUS THERAPEUTICS will be responsible for finalising reports or document
     studies for the regulatory authorities. NOVO NORDISK will assist in tracing
     existing documents, data and or information available which are requested
     by such authorities under the terms and conditions described in Article
     3.8.

10   GOVERNING LAW AND DISPUTES

10.1 Both Parties will use their best efforts to settle all matters in dispute
     amicably. All disputes and differences of any kind related to this
     Agreement, which cannot be solved amicably by the Parties, shall be
     referred to arbitration as described below.

10.2 All disputes arising out of or in connection with the present contract
     shall be finally settled under the Rules of Arbitration of the
     International Chamber of Commerce by one or more arbitrators appointed in
     accordance with the said Rules.

10.3 The arbitration shall take place in London, England, and shall be conducted
     in the English language. The award of the arbitrators shall be final and
     binding on both Parties. The Parties bind themselves to carry out the
     awards of the arbitrators.

10.4 This contract shall be construed and interpreted pursuant to the laws of
     Denmark to the exclusion of any rule that would refer the subject matter to
     another forum. The English wording in this Agreement shall prevail.

11   TERM AND TERMINATION

11.1 This Agreement shall be in full force and effect from the Effective Date
     and shall remain in effect until expiry of the last to expire patent of
     Intellectual Property Rights, unless otherwise terminated by operation of
     law or pursuant to the terms and conditions of this Agreement.

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

                                       12


11.2 Either Party may terminate this Agreement on thirty (30) days written
     notice to the other Party ("the Notified Party") if any of the following
     events occur:

     (a)  If the Notified Party is in breach of any of the material terms or
          obligations of this Agreement and such breach remains uncured for
          sixty (60) days following receipt by the Notified Party of written
          notice of such breach (if such default is cured within the cure
          period, such written notice shall be null and void), provided that, if
          the Notified Party can establish to the reasonable satisfaction of the
          other Party that it is diligently and actively pursuing a cure at the
          expiration of the cure period, and that the default is reasonably
          capable of being cured, then the cure period shall be extended for up
          to ninety (90) days from the date of receipt of the written notice of
          breach by the Notified Party. For the avoidance of doubt, in the event
          of a dispute whether a Party is in breach of the material terms and
          obligations of the Agreement and/or whether the cure period shall be
          extended, the dispute shall be resolved under Article 10. The
          Agreement shall not terminate until a final decision has been reached
          either by the Parties or under Arbitration as set forth in Article 10.

     (b)  In the event the Notified Party shall have become bankrupt, or shall
          have made an assignment for the benefit of its creditors or there
          shall have been appointed a trustee or receiver of the Notified Party
          or for all or a substantial part of its property or any case or
          proceeding shall have been commenced or other action taken by or
          against the Notified Party in bankruptcy or seeking reorganization,
          liquidation, dissolution, winding-up, arrangement, composition or
          readjustment of its debts or any other relief under any bankruptcy,
          insolvency, reorganization, or other similar act or law of any
          jurisdiction now or hereafter in effect and any such event shall have
          continued for ninety (90) days undismissed, unbonded and/or
          undischarged. All rights and license granted under this Agreement by
          one Party to the other Party are, and shall otherwise be deemed to be,
          for purposes of Section 365(n) of the Bankruptcy Code, license of
          rights to "intellectual property" as defined under Section 101 (56) of
          the Bankruptcy Code. The Parties agree that the licensor under this
          Agreement shall retain and may fully exercise all of its rights and
          elections under the Bankruptcy Code in the event of a bankruptcy by
          the other Party. The Parties further agree that in the event of the
          commencement of a bankruptcy proceeding by or against one Party under
          the Bankruptcy Code of their respective countries, the other Party
          shall be entitled to complete access to any such intellectual property
          pertaining to the rights granted in the licenses hereunder of the
          Party by or against whom a bankruptcy proceeding has been commenced
          and all embodiments of such intellectual property. However, if NOVO
          NORDISK is the bankrupt party, this above shall only apply to the
          extent this is allowed under the Danish Bankruptcy Code
          ("Konkursloven").

11.3 Lack of payments due to NOVO NORDISK under this License Agreement or in
     relation to maintenance, defending and enforcing the Intellectual Property
     Rights shall always be considered material breach.

11.4 AMICUS THERAPEUTICS may terminate this License Agreement in its entirety at
     any time upon one hundred and eighty (180) days written notice to NOVO
     NORDISK.

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

                                       13


11.5 This Agreement, and the license granted to AMICUS THERAPEUTICS, may be
     terminated with effect immediately by NOVO NORDISK in the event that AMICUS
     THERAPEUTICS either directly or indirectly opposes, or assists any Third
     Party to oppose, the grant of any of the Intellectual Property Rights or
     disputes, or directly or indirectly assists any Third Party to dispute, the
     validity of any of the NOVO NORDISK Intellectual Property Rights.

11.6 The provisions under which this Agreement may be terminated shall be in
     addition to any and all other legal remedies which either Party may have
     for the enforcement of any and all terms hereof, and do not in any way
     limit any other legal remedy such Party may have.

11.7 Termination of this Agreement shall terminate all rights and licenses
     granted to AMICUS THERAPEUTICS relating to the Intellectual Property
     Rights.

12   TERMINATION OF CERTAIN INTELLECTUAL PROPERTY RIGHTS

12.1 AMICUS THERAPEUTICS shall be entitled to give NOVO NORDISK a written notice
     of ninety (90) days that AMICUS THERAPEUTICS wishes to exclude certain NOVO
     NORDISK Intellectual Property Rights from the license granted under this
     Agreement. In this case those NOVO NORDISK Intellectual Property Rights
     excluded from the license granted under this Agreement shall revert to NOVO
     NORDISK. The Parties shall enter into an amendment to this Agreement
     stating that Intellectual Property Rights continue to be included in the
     Agreement. The license granted under this Agreement shall continue to be in
     full force and effect with respect to this remaining part of the
     Intellectual Property Rights.

13   RIGHTS AND DUTIES UPON EXPIRATION OR TERMINATION

13.1 Upon termination of this Agreement, NOVO NORDISK shall have the right to
     retain any sums already paid by AMICUS THERAPEUTICS hereunder.

13.2 Expiration or termination of this Agreement shall terminate all outstanding
     grants, obligations and liabilities between the Parties arising from this
     Agreement, except those described in Articles 4, 5, 11.6, 11.7, 13, 14, 15
     and 17 which shall survive expiration or any termination of the Agreement

13.3 The grant under Article 3 of this Agreement shall cease by termination of
     this Agreement and AMICUS THERAPEUTICS shall return its rights to NOVO
     NORDISK Intellectual Property Rights to NOVO NORDISK.

14   USE OF NAMES

14.1 Nothing contained in this Agreement shall be construed as conferring any
     rights to use in advertising, publicity or other promotional activities any
     name, trade name, trademark, or other designation of a party hereto,
     including any contraction, abbreviation, or simulation of any of the
     foregoing, unless the express written permission of the other party has
     been obtained. Each party hereby agrees not to use the names of the other
     party without prior written approval from such other party.

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

                                       14


15   INDEMNIFICATION

15.1 AMICUS THERAPEUTICS agrees to indemnify, hold harmless, and defend NOVO
     NORDISK, its officers, employees and agents against any and all claims,
     suits, losses, damages, costs, fees and expenses resulting from or arising
     out of exercise of this Agreement, including, but not limited to, any
     damages, losses, or liabilities whatsoever with respect to death or injury
     to any person and damage to any property arising from the possession, use,
     or operation of Intellectual Property Rights by AMICUS THERAPEUTICS,
     including any infringement by AMICUS THERAPEUTICS of the intellectual
     property of a Third Party through AMICUS THERAPEUTICS' use or operation of
     Intellectual Property Rights. NOVO NORDISK shall indemnify AMICUS
     THERAPEUTICS in like manner with respect to any breach of the
     representations and warranties set forth in Article 9.

16   NOTICES

16.1 Any notice or other communication required or permitted to be given by
     either Party hereto shall be deemed to have been properly given and be
     effective upon the date of delivery if delivered in writing to the
     respective addresses set forth below, or to such other address as either
     party shall designate by written notice given to the other Party. If notice
     or other communication is given by facsimile transmission, said notice
     shall be confirmed by prompt delivery of the hard-copy original.

     If to NOVO NORDISK:        Attn: Pierre Honore,
                                Vice President Scientific Licensing
                                NOVO NORDISK A/S
                                Novo Alle
                                DK-2880 Bagsvaerd
                                Denmark
                                Fax: +45 44 42 13 13
                                Phone: +45 44 42 71 44

     with a copy to:            NOVO NORDISK A/S
                                Corporate Legal

                                Attn.: General Counsel
                                NOVO NORDISK A/S
                                Novo Alle
                                DK-2880 Bagsvaerd
                                Denmark
                                Fax: +45 44 98 06 70

     If to AMICUS THERAPEUTICS:

                                Attn.: John F. Crowley
                                Amicus Therapeutics, Inc.
                                President and CEO
                                675 U.S. Highway One
                                No. Brunswick, New Jersey USA 08902

     with a copy to:

                                Att.: Douglas A. Branch
                                Biotech Law Associates, P.C.
                                800 Research Parkway, Suite 310
                                Oklahoma City, Oklahoma USA 73104

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

                                       15


     Or such other address as either Party may request in writing.

17   INSURANCE REQUIREMENTS

17.1 AMICUS THERAPEUTICS shall maintain general liability insurance including
     product liability and contractual liability coverage within the limits tied
     to the risks inherent in use of the Intellectual Property Rights. AMICUS
     THERAPEUTICS must declare whether the insurance is provided on a claims
     made form and must notify NOVO NORDISK if coverage is cancelled. If
     coverage is maintained by AMICUS THERAPEUTICS on Licensed Product(s) after
     termination or expiration of this Agreement, such coverage must continue to
     name NOVO NORDISK.

17.2 AMICUS THERAPEUTICS shall list NOVO NORDISK as an additional insured under
     each liability policy that AMICUS THERAPEUTICS shall have or obtain that
     includes coverage of claims relating to products or processes used, made or
     sold as a result of AMICUS THERAPEUTICS'exercise of the Intellectual
     Property Rights. This insurance clause shall survive the termination of
     this Agreement.

18   GENERAL

18.1 Assignment. The License Agreement may not be assigned by either party
     without the other party's consent. In the event a party gives its consent
     to an assignment of the License Agreement, the assignee shall not be
     entitled to exercise any rights or receive any benefits under the License
     Agreement until it has expressly assumed in writing to the other party the
     performance and obligations of all the assigning party's duties and
     obligations as set forth in the License Agreement. No such consent of the
     other party will be required for assignment of the License Agreement (a) in
     connection with the transfer or sale of all or substantially all of the
     business of such party to which the agreement relates to a Third Party,
     whether by merger, sale of stock, sale of assets or otherwise, or (b) to
     any Affiliate. However, in the event of assignment to a successor by merger
     or by sale of all or substantially all of a party's assets, such successor
     shall not be entitled to exercise any rights or receive any benefits from
     this License Agreement until it has expressly assumed in writing to the
     other party the performance and obligations of all the assigning party's
     duties and obligations as set forth in the License Agreement. Any
     assignment of the License Agreement which is not in accordance with the
     aforementioned shall be void.

18.2 AMICUS THERAPEUTICS shall have the rights to assign or transfer any or all
     of its rights or obligations under this Agreement at any time after AMICUS
     THERAPEUTICS has paid the consideration set forth in Article 3.3.a, so long
     as the obligations in Article 18.1. are fulfilled.

18.3 Article headings in this Agreement are for convenience only and do not
     affect its interpretation.

18.4 In the event that one or more provisions of this Agreement are invalid for
     any reason, the validity of the remaining provisions of this Agreement
     shall not be affected. The Parties agree to replace such invalid provisions
     or any gaps in the Agreement that might become evident, by new, valid
     provisions that correspond as closely as possible to the intended purpose
     of this Agreement.

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

                                       16


18.5 The Confidentiality Agreement dated March 1st, 2005, the Stand Still
     Agreement dated April 1st, 2005 and the Material Transfer Agreement dated
     4th of April, 2005 shall continue to be in full force and effect until the
     Effective Date of this Agreement on which date those agreements shall be
     terminated. Provisions of such agreements which according to the wording of
     the agreements survive termination shall continue to be in full force and
     effect notwithstanding the aforementioned termination.

18.6 No Waiver. The failure of any Party to enforce at any time any provision of
     this Agreement, or any right with respect thereto, or to exercise any
     election herein provided, shall in no way be considered to be a waiver of
     such provision, right or election, or in any way affect the validity of
     this Agreement. The exercise by any Party of any right or election under
     the terms or covenants herein shall not preclude or prejudice any party
     from exercising the same or any other right it may have under this
     Agreement, irrespective of any previous action or proceeding taken by the
     Parties hereunder.

18.7 Severability. Should a court of competent jurisdiction later consider any
     provision of this Agreement to be invalid, illegal, or unenforceable, it
     shall be considered severed from this Agreement. All other provisions,
     rights, and obligations shall continue without regard to the severed
     revision, provided that the remaining provisions of this Agreement are in
     accordance with the intention of the parties.

18.8 Amendment. This Agreement may only be amended in writing signed by duly
     authorised representatives of AMICUS THERAPEUTICS and NOVO NORDISK.

18.9 Interpretation. In this Agreement the headings are used for convenience
     only and shall not affect its interpretation. References to the singular
     include the plural and vice versa.

18.10 Further Action. Each party agrees to execute, acknowledge and deliver such
     further instruments, and do all further similar acts, as may be necessary
     or appropriate to carry out the purposes and intent of this Agreement.

18.11 Entire Agreement. Subject to Article 18.5 this Agreement sets out the
     entire agreement between the Parties relating to its subject matter and
     supersedes all prior oral or written agreements, arrangements or
     understandings between them relating to such subject matter. The
     confidentiality agreement, this exclusive license agreement and any
     amendments hereto are signed by AMICUS THERAPEUTICS on behalf of the
     company itself and its US based Affiliates.

18.12 Costs. Each party shall pay their own costs in connection with entering
     into this Agreement.

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

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


                                       17


     IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be
     executed in duplicate by their duly authorized representatives as of the
     date stated below.

Date: 5/26/05                           Date: 6/8/2005
AMICUS THERAPEUTICS, INC.               NOVO NORDISK A/S


/s/ John F. Crowley                     /s/ Peter Kurtzhals
- -------------------------------------   ----------------------------------------
By: John F. Crowley                     By: Peter Kurtzhals
Title: Chairman and Chief Executive     Title: Senior Vice President and
       Officer                                 Head of Discovery


                                        /s/ Pierre Honore
                                        ----------------------------------------
                                        By: Pierre Honore
                                        Title: Vice President, Scientific
                                               Licensing


                                                                              18


                                   APPENDIX A
                    ACTIVE PATENT FAMILIES RELATING TO NN4201



CASE NO.      PRIORITY DATE                           SCOPE                               ACTIVE MEMBERS
- --------   ------------------   -------------------------------------------------   --------------------------
                                                                           
4172       March 9, 1994        EPO: Compounds of the formula (CHEMICAL FORMULA)    EP patent: CH, DE, FR, GB,
                                US: Pharmaceutical compositions comprising          SE (EP 749423)
                                (CHEMICAL FORMULA) or (CHEMICAL FORMULA)            US 5,863,903
                                Methods of treating diabetes or reducing liver      JP application
                                glucose production using said compositions

4573       September 8, 1995    EPO: Use of a compound of the formula (CHEMICAL     EP 858335 in force in CH,
                                FORMULA) in the manufacture of medicaments for      DE, FR, GB, SE.
                                inhibiting liver glucose production or inhibiting
                                liver glycogen phosphorylase. 42-1001               US 5,854,272
                                specifically for manufacturing of medicaments for   US 6,541,836
                                diabetes
                                                                                    JP 3043430

                                US 5,854,272: A method of treating diabetes or
                                inhibiting liver glucose production by
                                administration of a (CHEMICAL FORMULA) compound
                                of the formula

                                US 6,541,836: A method or inhibiting liver
                                glycogen phosphorylase by administration of a
                                compound of the formula
                                (CHEMICAL FORMULA)
5243       May 6, 1997          Compounds of the formula                            US 6,046,214
                                (CHEMICAL FORMULA)
5841       March 15, 1999       Tatrate salt of 42-1001                             EP, JP applications
                                                                                    US 6,316,489


[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

                                       19




CASE NO.      PRIORITY DATE                           SCOPE                               ACTIVE MEMBERS
- --------   ------------------   -------------------------------------------------   --------------------------
                                                                           
5842       March 15,1999        Napsylate salt of 42-1001                           EP, JP applications
                                                                                    US 6,239,163

5941       September 29, 1999   Compounds of the formula (CHEMICAL FORMULA)         EP, JP and US applications
                                                                                    US 6,590,118

6261       November 8, 2000     Compositions comprising 41-1001 and other           Only in Denmark
                                anti-diabetica

                                NB Utility model

6474       October 28, 2002     The use of compounds of formula                     Applications in US and PCT
                                (CHEMICAL FORMULA), (CHEMICAL FORMULA), or          WO 04/037233
                                (CHEMICAL FORMULA) in the treatment of early
                                cardiac diseases


[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

                                       20


APPENDIX B



NN4201 PUBLICATIONS    Responsible         Data on Compound       Authors (Initials) in random order       Journal
- -------------------   -------------   -------------------------   ----------------------------------   ----------------
                                                                                           
Safety package        Klaus Ryetved   All safety data on          KRYT, BEKI, NILD                     Arzneimittel /
                                      Compound                                                         Drug research

In vitro              Klaus Ryetved   VF/ECG data on Pathology,   KRYT, INSJ, NCBN, KF, (?)            Br. J. Pharmacol
                                      glycogen, and enzyme

In vivo/AMI           Niels C Berg    Biotrial report             BEKI, KF, KRYT, NCBN                 Circulation
                      Nyborg                                      and study director from Biotrial

Comparison to other   Keld Fosgerau   Comparison of data from     KRYT, NCBN, KF, BFH+ ?               Br. J. Pharmacol
compounds                             heart, including isolated
                                      muscle data.




                                                            Authors (Initials) in
NN4201 ABSTRACTS       Responsible       Data on Compound        random order        Journal
- ----------------   -------------------   ----------------   ---------------------   --------
                                                                        
In vitro           Keld Fosgerau         In vitro           KF, KRYT, NCBN?         ADA

In vivo            Niels C Berg Nyborg   In vivo            KF, KRYT                ADA
                                                            NCBN+?


[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

                                       21

                                                                    EXHIBIT 10.7

                               SUBLEASE AGREEMENT

                                     BETWEEN

                         PURDUE PHARMA, L.P, SUBLESSOR

                                       AND

                      AMICUS THERAPEUTICS, INC., SUBLESSEE

Building Address:      6 Cedar Brook Drive
                       Cranbury, New Jersey 08512

Subleased Premises:    A Portion of the First Floor and
                       The Entire Second Floor


                               SUBLEASE AGREEMENT

      SUBLEASE AGREEMENT ("SUBLEASE") made as of this 12 day of May, 2005, by
and between PURDUE PHARMA L.P., a Delaware limited partnership having an office
at One Stamford Forum, Stamford, CT 06901-3413 ("SUBLESSOR") and AMICUS
THERAPEUTICS, Inc., a Delaware corporation having an office at 675 US Hightway
One, North Brunswick, NJ 08902 ("SUBLESSEE").

                                   WITNESSETH:

      WHEREAS, pursuant to a Lease Agreement dated as of December 13, 2000 (the
"PRIME LEASE"), between Cedar Brook 10 Corporate Center, L.P., as landlord
("LANDLORD"), and Sublessor, as tenant, Landlord leased to Sublessor certain
premises containing approximately 114,486 rentable square feet (the "PREMISES"),
in the building located at 6 Cedar Brook Drive, Cranbury, New Jersey 08512 (the
"BUILDING").

      WHEREAS, Sublessor desires to sublease to Sublessee and Sublessee desires
to sublease from Sublessor a portion of the Premises, consisting of a portion
of the first floor and the entire second floor of the Building, containing
approximately 31,906 rentable square feet which is made up of 12,293 rentable
square feet of laboratory space (the "LAB SPACE"), 11,308 rentable feet of
office space (the "OFFICE SPACE") and 8,305 rentable square feet of
unfinished(the "UNFINISHED SPACE") and shown outlined on the Floor Plan annexed
hereto as EXHIBIT A, and made a part hereof (collectively the "SUBLEASED
PREMISES"), on the terms, covenants and conditions hereinafter provided,

      NOW, THEREFORE, Sublessor and Sublessee covenant and agree as follows:

1.    SUBLEASE.

      (a) Sublessor hereby subleases to Sublessee, and Sublessee hereby hires
and subleases from Sublessor, the Subleased Premises.

      (b) The parties acknowledge and agree that for all purposes of this
Sublease, as of the Commencement Date (hereafter defined) (i) the Subleased
Premises conclusively shall be to contain 31,906 rentable square feet, (ii) the
Lab Space conclusively shall be deemed to contain 12,293 rentable square feet,
(iii) the Office Space conclusively shall be deemed to contain 11,308 rentable
square feet, and (iv) the Unfinished Space conclusively shall be deemed to
contain 8,305 rentable square feet.

2.    TERM.

      (a) The term (the "TERM") of this Sublease shall commence on the date
which is the later to occur of (i) the date when this Sublease has been fully
executed and delivered by both Sublessor and Sublessee, (ii) the date Sublessor
notifies Sublessee it has received the consent of the Landlord or Landlord's
consent was deemed given and (iii) the date that possession of the Subleased
Premises are provided to Sublessee (the "COMMENCEMENT DATE"), and shall expire
on February 28, 2012 or on such earlier date upon which the Term may expire or
terminate pursuant to any provision set forth herein (the "EXPIRATION DATE"). It
is expressly understood and agreed



that Sublessee shall have no rights whatsoever to extend the Term and/or expand
the Subleased Premises, except as otherwise set forth in Section 29 of this
Sublease.

      (b) After the Commencement Date, Sublessee and Sublessor shall execute a
memorandum, in a form reasonably acceptable to both parties, memorializing the
Commencement Date. Notwithstanding the foregoing, Sublessee agrees that failure
or omission to execute such a memorandum will not effect the Commencement Date.

3.    BASE RENT.

During the entire Term, Sublessee shall pay Sublessor, as rent for each part of
the Subleased Premises, the following annual sums ("BASE RENT"), in equal
monthly installments, in advance on the first day of each month, without setoff
or deduction whatsoever (except to the extent otherwise specifically set forth
herein):

LAB SPACE AND
OFFICE SPACE:


                                                                                 Annual Base Rent
                                                                                 Rate Per Rentable
          Period                     Annual Base Rent      Monthly Base Rent        Square Foot
- --------------------------           ----------------      -----------------     -----------------
                                                                        
From the Commencement Date             $ 660,828.00            $ 55,069.00           $ 28.00
through and including
February 28, 2007

From March 1, 2007 through             $ 759,952.20            $ 63,329.35           $ 32.20
and including the
Expiration Date


UNFINISHED
  SPACE:




                                                                                 Annual Base Rent
                                                                                 Rate Per Rentable
          Period                     Annual Base Rent      Monthly Base Rent        Square Foot
- --------------------------           ----------------      -----------------     -----------------
                                                                        
From the Commencement Date             $ 141,185.00            $ 11,765.42           $ 17.00
through and including
February 28, 2007

From March 1, 2007 through             $ 153,642.50            $ 12,803.54           $ 18.50
and including the
Expiration Date


                                       2



Notwithstanding the foregoing, Sublessor hereby grants Sublessee an abatement
of the Base Rent only (such abatement specifically excluding any additional
rent) for (i) the Lab Space and Office Space for the period commencing on the
Commencement Date and expiring on the date which is sixty (60) days next
following the Commencement Date and (ii) the Unfinished Space for the period
commencing on the Commencement Date and expiring on the date which is one
hundred and eighty (180) days next following the Commencement Date (the
"ABATEMENT PERIODS"), provided that no Event of Default has occurred and the
Sublease remains in full force and effect. In the event Sublessee shall default
with respect to any of its obligations under this Sublease at any time during
the Term of this Sublease, in addition to all of Sublessor's right and remedies
under This Sublease, Sublessor shall be entitled to full payment of Base Rent
for the Abatement Periods.

It the Commencement Date occurs on a day which is not the first day of a
calendar month, or if the Expiration Date occurs on a day which is not the last
day of a calendar month, then the Base Rent payable under this Sublease for such
month shall be appropriately adjusted so that Sublessee pays Base Rent only for
the portion of such calendar month occurring within the Term.

4.    ADDITIONAL RENT.

In addition to the Base Rent under Section 3 above, Sublessee shall pay
Sublessor additional rent as follows:

      (a) Operating Expense Payments. Commencing from and after the Commencement
Date, Sublessee shall pay to Sublessar, as additional rent, in equal monthly
installments, in advance on the first day of each month, (prorated for any
partial month) without setoff or deduction whatsoever the annual sum of
$332,944.45 ($27,745.38 per month; $10.50 per rentable square foot of the
Subleased Premises) (the "FIXED OPERATING EXPENSE CHARGE") as payment to
Sublessor for Sublessor's costs of operating and maintaining the Building.
Beginning on the first anniversary of the Commencement Date and on each
successive anniversary thereafter during the Term (the "ADJUSTMENT DATES") the
Fixed Operating Expense Charge shall be increased by three percent (3%) over the
Fixed Operating Expense Charge in effect for the period immediately preceding
the applicable Adjustment Date.

      (b) Real Estate Taxes and Landlord Common Charge.

            (i) Commencing from and after the Commencement Date, Sublessee shall
pay to Sublessor, as additional rent (prorated for any partial month)
without setoff or deduction whatsoever, an amount (the "TAX AND COMMON
CHARGE AMOUNT") equal to the Sublessee's proportionate share (i.e. 27.87%)
of the Sublessor's payments to Landlord under Article 8 of the Prime
Lease. Sublessee shall pay the Tax and Common Charge Amount to Sublessor within
thirty (30) days after the rendition of a bill thereof by Sublessor, from time
to time.

                                       3



      (c) Electricity. Sublessee's costs for electrical current consumed in the
Subleased Premises is included in the Fixed Operating Expense Charge, but may be
increased pursuant to the terms of Section 6 herein.

      (d) Lab Gasses. Sublessee's costs for compressed air and natural gas
consumed in the Subleased Premises is included in the Fixed Operating Expense
Charge, but may be increased pursuant to the terms of Section 6 herein.

      (e) License Fee. Sublessee shall pay the Temp Lab Operating Expense Charge
as provided in Section 35 of this Sublease in the same manner as the Fixed
Operating Expense Charge.

      (f) Sums Due as Additional Rent. All sums of money (except for Base Rent)
as shall become due from Sublessee to Sublessor hereunder shall be deemed
additional rent. If Sublessee fails to make any payment of additional rent when
due, Sublessor shall have (in addition to all other remedies) the same rights
and remedies with respect thereto as provided in this Sublease(including,
without limitation, the provisions of the Prime Lease incorporated by reference)
for nonpayment of Base Rent or additional rent.

5.    RENT PAYMENTS.

      (a) All Base Rent, additional rent and other charges payable by Sublessee
to Sublessor under this Sublease shall be paid to Sublessor at the following
address:

                Purdue Pharma, L.P.
                One Stamford Forum
                Stamford, CT 06901
                Attention: James O'Brien, Chief Accountant

or such other place, or to such agent and at such place, as Sublessor may
designate by notice to Sublessee. Notwithstanding anything to the contrary set
forth herein, Sublessee shall pay the first installment of Monthly Base Rent,
the Fixed Operating Expense Charge, Tax and Common Charge Amount and Security
Deposit (as hereinafter defined) simultaneously with the execution and delivery
of this Sublease by Sublessee to Sublessor.

      (b) Notwithstanding the foregoing, Sublessee, at its election, may pay
any item of Base Rent, additional rent or other charges payable by Sublessee to
Sublessor under this Sublease by wire transfer made to such account as Sublessor
may have contemporaneously herewith designated in writing.

      (c) From time to time during the Term, Sublessor may designate a new
address and/or wire transfer account for payment of the aforesaid items by
giving reasonable prior written notice thereof to Sublessee in accordance with
the provisions of Section 19 hereof.

                                       4



6.    UTILITY SERVICES.

      (a) Costs for consumption of electrical current, lab gasses, HVAC (as
hereinafter defined in Section 18) and other utilities in the Subleased Premises
are included in the Fixed Operating Expense Charge based on the use of the
Subleased Premises in strict conformity with the Permitted Use (as hereinafter
defined in Section 8). If the use of the Subleased Premises is not in strict
conformity with the Permitted Use, Sublessee shall, within thirty (30) days
after the rendition of a bill thereof by Sublessor, from time to time, pay
Sublessor for any additional costs incurred by Sublessor for such other use
including, without limitation, increased utility costs, Nothing herein shall be
deemed to allow Sublessee to use the Subleased Premises for any use other than
the Permitted Use.

      (b) Notwithstanding anything to the contrary in this Sublease, Sublessee
shall be entitled to HVAC service pursuant to the terms of Section 18 based upon
usage solely from the existing (as of the date of this Sublease) air handling
equipment serving the Subleased Premises. Sublessee shall pay for any additional
air handlers or additional HVAC service installed in or supplied to the
Subleased Premises, including without limitation, costs to submeter the
Subleased Premises, at Sublessee's sole cost and expense. Nothing herein shall
be deemed to allow Sublessee to install and/or use any additional air handling
equipment or HVAC service without Sublessor's consent which consent shall not be
unreasonably withheld provided such equipment or services (i) are consistent and
compatible with the existing Building HVAC systems, (ii) Landlord has approved
the installation of such services and (iii) Sublessee has complied with the
terms of Section 15 of this Sublease and all applicable terms of the Prime Lease
with respect to such equipment or services. If Sublessor, in its sole
discretion, shall supply any additional HVAC service, Sublessee shall pay the
costs thereof to Sublessor within thirty (30) days after the rendition of a bill
thereof by Sublessor, from time to time.

7.    OBLIGATION TO IMPROVE.

Sublessee shall improve the Unfinished Space, and cause it to be constructed, at
Sublessee's sole cost and expense, as a chemistry and biology lab in a manner
that is architecturally similar to the improvements currently existing in the
Building. Such improvements shall comply with all laws (as hereinafter defined)
and the terms of Section 15 hereof. Sublessee shall obtain Sublessor's consent
to the plans and specifications for such improvements pursuant to the terms of
Section 15 hereof. Sublessee shall commence the construction of the Unfinished
Space immediately after the Commencement Date and approval by Sublessor of the
plans and specifications for such construction and diligently pursue such
construction to completion. Sublessee shall complete the construction to the
Unfinished Space as required herein, on or prior to the nine (9) month
anniversary of the Commencement Date.

8.    USE

      (a) Sublessee (and any permitted occupants of the Subleased Premises)
shall use and occupy (i) the Lab Space as a customary biology and chemistry
laboratory, (ii) the Office Space for customary, general office use and (iii)
the Unfinished Space for a customary biology and chemistry laboratory,
(collectively, the "PERMITTED USE") provided however that each Permitted

                                       5

Use is subject to all applicable zoning or other ordinances, rules, regulations,
orders, decrees, statues and laws of any governmental entity, board, or bureaus
(collectively "LAWS") and in no event shall Sublessee use or permit the use of
the Subleased Premises or any part thereof in any manner or for any purpose
which is not permitted under and consistent with the provisions of the Prime
Lease or as a vivarium. For purposes of this Sublease, the terms "customary
biology and chemistry laboratory" shall consist of customary research and
development for the operation of Sublessee's business but shall specifically
exclude (i) any chemical or biological production for commercial sale, (ii) BL3
or BL4 activities as classified by the US Center for Disease Control and (iii)
the housing of or experimentation with live animals of any kind.

      (b) Sublessee shall, at its sole cost and expense, shield all equipment
which generates or produces any electro-magnetic fields or emissions or wireless
communication devices so that all generated fields are reasonably contained
solely within the Subleased Premises and do not create any interference outside
the Subleased Premises. If Sublessee fails to shield all such equipment or
devices, Sublessee shall immediately remove and cease operation of such
equipment or devices within three (3) days after rendition of notice from
Sublessor to Sublessee advising Sublessee to remove such equipment or device.

9. CONDITION OF SUBLEASED PREMISES.

      (a) Sublessee acknowledges that Sublessee is hiring the Subleased Premises
in "as-is" condition as of the date hereof. In making and executing this
Sublease, Sublessee has not relied upon or been induced by any statements or
representations of any person with respect to the physical condition of the
Subleased Premises. Sublessee has relied solely on its own investigations,
examinations and inspections of the Subleased Premises.

      (b) Notwithstanding the provisions of Section 9(a) above, Sublessor hereby
agrees to deliver the Subleased Premises to Sublessee on the Commencement Date
in broom clean condition, including any and all fixtures, furniture and
furnishings (the "FURNITURE") existing within the Subleased Premises on the
Commencement Date which Sublessee shall accept in its "as is" condition on the
Commencement Date.

10. SUBORDINATION.

Sublessor and Sublessee agree that this Sublease is, and shall be, subject and
subordinate to all of the terms, covenants and conditions of the Prime Lease,
and to the matters to which the Prime Lease shall be subordinate. This Section
shall be self operative and no further instrument of subordination shall be
required to effectuate this provision.

11. INCORPORATION OF PRIME LEASE TERMS.

      (a) The terms, covenants and conditions of the Prime Lease are
incorporated herein by reference so that, except as set forth in Section 11 (b)
below or elsewhere in this Sublease, and except to the extent that such
incorporated provisions are inapplicable to or modified by Section 11(c)below or
other provisions of this Sublease (all such incorporated provisions, and all
such incorporated provisions as so modified, are herein called the "INCORPORATED
PROVISIONS"), all of

                                       6

 the terms, covenants and conditions of the Prime Lease which bind or inure to
the benefit of the Landlord thereunder shall, in respect of this Sublease, bind
or inure to the benefit of Sublessor, said all of the terms, covenants and
conditions of the Prime Lease which bind or inure to the benefit of the Tenant
thereunder shall, in respect of this Sublease, bind or inure to the benefit of
Sublessee, with the same force and effect as if such incorporated terms,
covenants and conditions were completely set forth in this Sublease, and as if
the words "landlord" and "tenant" or words of similar import, wherever the same
appear in the Prime Lease, were construed to mean, respectively, "Sublessor" and
"Sublessee" in this Sublease, and as if the words "premises," "occupied
premises", "property" and "demised premises" or words of similar import,
wherever the same appear in the Prime Lease, were construed to mean "Subleased
Premises" in this Sublease, and as if the word "lease" or words of similar
import, wherever the same appear in the Prime Lease, were construed to mean this
"Sublease" except that references to "Occupied Premises" in Article 7 of the
Prime Lease shall be deemed to refer to the "Subleased Premises" only and
references to "Landlord" therein shall be deemed to refer to Landlord and not
Sublessor. Sublessee shall not do, or permit to be done, any act or thing that
would result in an increase in any of the rents, additional rents, or any other
sums or charges payable by Sublessor under the Lease or any other obligation or
liability of Sublessor under the Lease or that is (or, with notice and/or the
passage of time, would be) a default under the Lease.

      (b) The following provisions of the Prime Lease shall not be incorporated
herein by reference and shall not apply to this Sublease: the preamble and
witness statements; Article 1; Article 2; Article 3 except Sections 3.12 (a) and
(b) and except that Sublessee shall comply with Section 3.12 and all references
to "Landlord" in these Sections shall be deemed to refer to Landlord and not
Sublessor; Articles 4 - 6; the third sentence in Section 7.1, the first and
second sentences in Section 7.2; Article 8; Article 9 except that any signage
proposed by Sublessee shall be in compliance with Section 33 of this Sublease;
Articles 10-11; Sections 12.1(a)(ii)and b(ii), the penultimate sentence in
Section 12.3, the eleventh sentence in Section 12.4 and all of 12.5; Article 16;
Article 18; Article 20; Article 21; Article 24; Sections 25.4(a) and (b);
Article 27; Article 28; Article 31; Article 34; Article 35; Articles 37 & 38;
Article 40; Articles 43 - 46; Sections 47.1 - 47.13, 47.15 - 47.17, 47.20,
Article 48, Article 49 and all exhibits to the Prime Lease.

      (c) The following provisions of the Prime Lease shall be incorporated
herein by reference, but shall be modified as indicated:

            (i) The definition of "Commencement Date" set forth in the Prime
Lease shall be deleted in its entirety and replaced with the definition of
"Commencement Date" set forth above in this Sublease.

            (ii) The definition of "Expiration Date" set forth in the Prime
Lease shall be deleted in its entirety and replaced with the definition of
"Expiration Date" set forth above in this Sublease.

            (iii) The definition of "Fixed Rent" under the Prime Lease shall be
replaced with the definition of "Base Rent" set forth above in this Sublease.

                                       7


            (iv) The definition of "Term" under the Prime Lease shall be
modified to mean the term of this Sublease as described above in this Sublease.

      (d) To the extent any term or condition of this Sublease conflicts with
any term or condition of the Prime Lease, as between Sublessor and Sublessee
(but not as to Landlord), this sublease shall govern.

      (e) Any and all representations and warranties of Landlord set forth in
the Prime Lease shall be deemed to be representations and/or warranties of
Landlord and shall not be deemed to be representations and/or warranties of
Sublessor and Sublessee shall look solely to Landlord in connection with any
breach and/or enforcement thereof.

      (f) All provisions of the Prime Lease that require Sublessor, as tenant,
to submit, exhibit, supply or provide to Landlord, as lessor, evidence,
certificates, or any other matter or thing shall be deemed to require Sublessee
to submit, exhibit, supply or provide the same to both Landlord and Sublessor.
Sublessee shall submit, exhibit, supply or provide the same to Sublessor and
Sublessor shall submit the same to Landlord, provided however that the submittal
to Landlord of any such materials by Sublessor shall not be deemed consent to
any request for approval by Sublessee. In no event shall Sublessee make any
direct submissions or requests or provide any documentation or materials
directly to Landlord.

      (g) Whenever the approval or consent of Landlord is required under any
provision of the Prime Lease or this Sublease, Sublessee shall be required to
obtain the written approval or consent of Sublessor, and Sublessor shall forward
any request for consent and thereafter use commercially reasonable efforts to
obtain like approval or consent of Landlord. Whenever Sublessor has agreed that
a required approval or consent shall not be unreasonably withheld or delayed it
shall be deemed reasonable for Sublessor to withhold or delay its approval or
consent if Landlord shall have delayed or refused to give any approval or
consent that may be requested of if related to the same matter. Sublessor shall
have no liability for any failure or refusal on the part of Landlord to grant
any such approval or consent. Nothing contained herein shall require Sublessor
to grant its approval or consent merely because Landlord has granted it approval
or consent.

12. SUBLESSEE'S DEFAULT/INDEMNIFICATION AND SUBLESSOR'S REMEDIES.

      (a) An "Event of Default," or default by Sublessee as used in this
Sublease, shall mean (i) any default by Sublessee under any term, covenant or
condition of this Sublease (including, without limitation, any provision of the
Prime Lease incorporated herein by reference) and which default shall have been
continued beyond applicable cure periods provided in this Sublease, (ii) any
default of tenant under the Prime Lease, if the same is caused by an act of
default of Sublessee, (iii) default in the payment of Base Rent or additional
rent within three (3) days after Sublessor's notice to Sublessee that same is
due; (iv) Sublessee's failure to perform any other non-monetary provision of
this Sublease within thirty (30) days (or immediately if the failure involves a
hazardous condition or may cause a default or forfeiture under the Prime Lease
or may cause a violation of Law) after notice from Sublessor; (v) Sublessee's
failure to restore or increase the Security Deposit as required in Section 25
herein;

                                       8

 (vi) Sublessee's abandonment or vacatur of the Subleased Premises (which shall
be conclusively presumed if the Subleased Premises remains unoccupied for more
than 10 consecutive days); (vii) any voluntary or involuntary proceedings are
filed by or against Sublessee under any bankruptcy, insolvency or similar laws
and, in the case of any involuntary proceedings, are not dismissed within thirty
(30) days after filing or (viii) Sublessee's failure or inability to, or
admitting in writing of its inability to, pay its debts as they become due.

      (b) If Sublessee shall be in default of any term, covenant or condition of
this Sublease, Sublessor shall have available to it all of the remedies
available to Landlord under the Prime Lease in the event of a like default on
the part of the tenant thereunder. The mention in the Prime Lease or this
Sublease of any particular right or remedy shall not preclude Sublessor from
exercising any and all other rights and remedies available to it hereunder at
law and in equity or pursuant to the terms of this Sublease. Upon an occurrence
of any default or Event of Default by Sublessee, Sublessor shall also have the
following rights and remedies, any one of which may be pursued successively or
cumulatively as Sublessor may elect: (i) accelerate all Base Rent, additional
rent and other sums due or to become due hereunder, which shall thereupon be
immediately due and payable in full and (ii) Sublessor may terminate the right
of Sublessee to possession of the Subleased Premises without terminating this
Sublease by giving notice thereof to Sublessee and Sublessor may remove all
occupants and property from the Subleased Premises, using such force as may be
necessary to the extent allowed by laws, without being guilty of in any manner
of trespass, eviction or forcible entry and without relinquishing Sublessor's
right to Base Rent or any additional rent or any other right given to Sublessor
hereunder or by operation of law or in equity. Notwithstanding anything to the
contrary herein or in the Prime Lease, Sublessor shall not have any obligation
to relet the Subleased Premises or otherwise mitigate its damages in the event
of a default by Sublessee.

      (c) Sublessee shall indemnify, defend and hold harmless Sublessor from and
against all claims, liabilities, damages, losses, costs and expenses (including
reasonable attorneys' fees and disbursements) attributable to any damages that
Landlord shall seek to recover from Sublessor attributable to a default by
Sublessee under the terms of this Sublease and Sublessee shall also indemnify,
defend and hold Sublessor harmless from and against all claims, damages,
liabilities, losses, costs, expenses (including, without limitation, reasonable
attorney's fees and disbursements) which Sublessor incurs due to a failure by
Sublessee to comply with any obligation of Sublessee under this Sublease or
which arises from the use or occupancy of the Subleased Premises or any business
conducted therein or any accident or occurrence therein or from any work or
thing whatsoever done by or any condition created by or any other act or
omission of Sublessee.

      (d) In addition, Sublessee shall not do, or permit to be done by any party
for whom Sublessee is legally responsible, any act or thing in or with respect
to the Subleased Premises which will constitute a default under, or violation
of, any of the terms, covenants or conditions of the Prime Lease which pertain
to the Subleased Premises. Sublessee shall indemnify, defend and hold Sublessor
harmless from and against all claims, losses, costs, expenses (including
attorneys' fees and disbursements), damages and liability which Sublessor incurs
due to a failure by Sublessee to comply (after the expiration of all applicable
notice and cure periods)

                                       9


with any obligation of Sublessee under this Sublease which would constitute a
default or under, or violation of, the Prime Lease.

      (e) Sublessor shall not take any action or fail to take any action which
would be an Event of Default under the Prime Lease, provided the same does not
arise out of or is a result of any action or failure to act by Sublessee.
Sublessor shall indemnify, defend and hold Sublessee harmless from and against
all claims, losses, costs, expenses (including reasonable attorneys' fees and
disbursements), damages and liability which Sublessee incurs due to (i) any
breach or nonperformance of any term contained in this Sublease or the Prime
Lease on the part of Sublessor to be observed, provided the same is not due to
negligence of Sublessee or a breach or failure by Sublessee (or anyone acting by
or through Sublessee) to perform under the terms of this Sublease and (ii) any
injury to persons in or about the Subleased Premises and caused by or resulting
from the fault of Sublessor, its agents, employees, contractors or visitors. The
provisions of Sections 12 (c), (d) and (e) hereunder shall survive the
expiration or earlier termination of this Sublease.

13. LIABILITY INSURANCE.

      (a) Sublessee agrees that during the Term it shall obtain and keep in
force the insurance policies required of Sublessor as tenant under Sections
8.4(b) -8.5 of the Prime Lease and such other insurance as Sublessor may from
time to time reasonably require that Sublessee maintain and all such policies
shall include the Sublessee, as insured, and Sublessor and Landlord, as
additional insureds.

      (b) Sublessee shall furnish a certificate of insurance evidencing all of
the above-described insurance policies prior to or upon execution of this
Sublease and annually, no later than ten (10) business days after the expiration
of each policy. All policies shall provide that no less than thirty (30) days
prior written notice of cancellation, or non-renewal shall be given to the other
party.

14. RESTRICTION ON ASSIGNMENTS, ETC.

      (a) Sublessee shall not assign, mortgage, pledge, encumber, or otherwise
transfer this Sublease, whether by operation of law or otherwise, and shall not
sub-sublet (or underlet), or permit or suffer the Subleased Premises or any part
thereof to be used or occupied by others (whether for desk space, mailing
privileges or otherwise), without Sublessor's prior consent in each instance
which may be withheld in Sublessor's sole discretion. Any assignment,
sub-sublease, mortgage, pledge, encumbrance or transfer in contravention of the
provisions of this Section 14 shall (i) constitute an Event of Default under
this Sublease and (ii) be null and void.

      (b) If Sublessee is a corporation, the transfer by one or more transfers,
directly or indirectly, by operation of law or otherwise, of a majority of the
stock of Sublessee shall be deemed a voluntary assignment of this Sublease;
provided, however, that the provisions of this Section 14(f) shall not apply to
the transfer of shares of stock of Sublessee if and so long as Sublessee is
publicly traded on a nationally recognized stock exchange. For purposes of this
Section the term "transfers" shall be deemed to include the issuance of new
stock or of treasury

                                       10


stock which results in a majority of the stock of Sublessee being held by a
Person or Persons, that do not hold a majority of the stock of Sublessee on the
date hereof. If Sublessee is a partnership, the transfer by one or more
transfers, directly or indirectly, by operation of law or otherwise, of a
majority interest in the partnership shall be deemed a voluntary assignment of
this Sublease. If Sublessee is a limited liability company, trust, or any other
legal entity (including a corporation or partnership), the transfer by one or
more transfers, directly or indirectly, of Control of such entity, however
characterized, shall be deemed a voluntary assignment of this Lease.

      (c) Notwithstanding anything to the contrary herein and provided the same
is permitted pursuant to the terms of the Prime Lease, Sublessee shall have the
right, without Sublessor's consent but upon thirty (30) days prior notice, to
assign this Sublease to a successor entity by merger or acquisition provided
that (i) the nature of the business and the proposed use of the Subleased
Premises shall be the same as the Permitted Use, and (ii) the net worth of the
successor entity shall be equal to or greater than Sublessee's net worth on the
date of this Sublease. No assignment shall be binding on Sublessor unless such
assignee shall deliver to Sublessor an instrument containing a covenant of
assumption by such assignee. Notwithstanding the foregoing, such assignment must
not have been entered into, in whole or in part, as a subterfuge to avoid the
obligations and restrictions set forth in this Sublease and no assignment shall
act to release Sublessee from its obligations under this Sublease.

15. ALTERATIONS.

The following provisions regarding alterations shall supplement and be in
addition to the provisions of the Prime Lease regarding alterations:

      (a) (i) SUBLESSEE'S ALTERATIONS. Sublessee shall not make any alterations,
additions or other physical changes in or about the Subleased Premises, or other
alterations to prepare the Subleased Premises for its use (collectively,
"ALTERATIONS"), other than decorative Alterations such as painting, wall
coverings and floor coverings (collectively, "DECORATIVE ALTERATIONS"), without
Sublessor's (and if required by the Prime Lease, Landlord's) prior consent,
which may be withheld in Sublessor's and/or Landlord's sole discretion.
Sublessor will not unreasonably withhold its consent to Alterations so long as
such Alterations (i) are non-structural and do not affect the building
systems, (ii) are performed by contractors approved by Sublessor and/or Landlord
to perform such Alterations, (iii) affect only the Subleased Premises and are
not visible from outside of the Subleased Premises or the Building, (iv) do not
affect the certificate of occupancy issued for the Building or the Subleased
Premises, (v) are consistent with the design, construction and equipment of the
Building, (vi) do not adversely affect any service furnished by Landlord or
Sublessor in connection with the operation of the Building, (vii) are in
compliance with all the terms of the Prime Lease and (viii) are consented to by
Landlord pursuant to the terms of the Prime Lease. Notwithstanding anything to
the contrary herein, all alterations by Sublessee shall be architecturally
similar to the existing improvements in the building in Sublessor's reasonable
judgment and all construction materials and laboratory furnishings shall be of
equal or greater quality than those currently existing in the Building and any
fume hoods and biosafety cabinets installed by Sublessee shall be from the same
manufacturer.

                                       11


            (ii) PLANS AND SPECIFICATIONS. Prior to making any Alterations,
Sublessee, at its expense, shall (i) submit to Sublessor (and if required by the
Prime Lease, to Landlord) for its approval, detailed plans and specifications
(including layout, architectural, mechanical, electrical, plumbing, sprinkler
and structural construction drawings using the AutoCAD Computer Assisted
Drafting and Design System, Version 12 or later of each proposed Alteration
(other than Decorative Alterations), (ii) obtain all permits, approvals and
certificates required by any governmental authorities, (iii) furnish to
Sublessor and to Landlord duplicate original policies or certificates of
insurance (covering all persons to be employed and work to be completed by
Sublessee, and Sublessee's contractors and subcontractors in connection with
such Alteration) evidencing insurance policies and the terms as required in
Section 13, and (iv) furnish to Sublessor and Landlord such other evidence of
Sublessee's ability to complete and to fully pay for such Alterations (other
than Decorative Alterations), including posting a bond or other security, as is
satisfactory to Sublessor (and if required by the Prime Lease, Landlord).
Sublessee shall give Sublessor and Landlord (as required) not less than five (5)
Business Days' notice prior to performing any Decorative Alteration, which
notice shall contain a description of such Decorative Alteration.

            (iii) GOVERNMENTAL APPROVALS; PLANS. Upon completion of any
Alterations, Sublessee, at its expense, shall promptly obtain certificates of
final approval of such Alterations required by any Governmental Authority, and
shall furnish Sublessor and Landlord with copies thereof, together with
"as-built" plans and specifications for such Alterations (other than Decorative
Alterations) prepared on the AutoCAD Computer Assisted Drafting and Design
Systems Version 12 or later (or such other system or medium as Sublessor and
Landlord may accept), using naming conventions issued by the American Institute
of Architects in June, 1990 (or such other naming convention as Sublessor and
Landlord may accept) and magnetic computer media of such record drawings and
specifications, translated into DXF format or another format acceptable to
Sublessor and Landlord.

      (b) MANNER AND QUALITY OF ALTERATIONS. All Alterations shall be performed
(i) in a good and workmanlike manner and free from defects, (ii) in accordance
with the plans and specifications as required under paragraph (a) above, and by
contractors, approved by Sublessor and Landlord, (iii) under the supervision of
a licensed architect reasonably satisfactory to Sublessor and Landlord (other
than Decorative Alterations), and (iv) in compliance with all in compliance with
all applicable Laws, the terms of this Sublease, all procedures and regulations
then prescribed by Landlord for work performed in the Building. All materials
and equipment to be used in the Subleased Premises shall be of equal or greater
quality than those currently existing in the Building as of the date of this
Sublease, and no such materials or equipment shall be subject to any lien or
other encumbrance.

      (c) REMOVAL OF SUBLESSEE'S PROPERTY. All Building Standard Alterations (as
defined in this Section) shall be the property of Sublessor and/or Landlord and
shall not be removed by Sublessee without the prior approval of Sublessor. All
Above Building Standard Alterations (as defined in this Section) and Sublessee's
property shall be and, except as hereinafter provided, shall remain the property
of Sublessee. On or prior to the Expiration Date or sooner termination of the
Term, Sublessee shall, at Sublessee's expense, remove all of Sublessee's
property and, unless otherwise directed by Sublessor and/or Landlord: (i) close
up any slab penetrations in the

                                       12


Premises and (ii) remove any Alterations which (x) Sublessor is required to
remove pursuant to the Prime Lease, (y) Sublessor advised Sublessee it must
remove at the time of approval of Sublessee's plans for such Alterations and/or
(z) are Above Building Standard Alterations (but nothing herein shall give
Sublessee a right to make any such alterations, additions and improvements). At
least sixty (60) days prior to commencing the removal of any Alterations
(including without limitations those specified in the preceding sentence) or the
closing of any slab penetrations, Sublessee shall notify Sublessor of its
intention to remove such Alterations or effect such closings, and if Sublessor
and/or Landlord notifies Sublessee within such sixty (60) day period, Sublessee
shall not remove such Alterations or close such slab penetrations, and the
Alterations not so removed shall become the property of Sublessor and/or
Landlord upon the Expiration Date or sooner termination of the Term. Sublessee
shall repair and restore, in a good and workmanlike manner, any damage to the
Subleased Premises and/or the Building caused by Sublessee's removal of any
Alterations or Sublessee's property, or by the closing of any slab penetrations,
and if Sublessee fails to do so, Sublessee shall reimburse Sublessor and/or
Landlord, on demand, for Sublessor's and/or Landlord's cost of repairing and
restoring such damage. Any Above Building Standard Alterations or Sublessee's
property not removed on or before the Expiration Date or sooner termination of
the Term shall be deemed abandoned (unless Sublessor previously advised
Sublessee that it shall not so remove such Above Building Standard Alterations)
and Sublessor may either retain the same as Sublessor's property or remove and
dispose of same, and repair and restore any damage caused thereby, at
Sublessee's cost and without accountability to Sublessee. For the purposes of
this Sublease, (x) Alterations and improvements, the cost of which generally
conform to the cost of improvements typically performed in connection with the
initial occupancy of tenants in the Building for office and laboratory use are
defined as "BUILDING STANDARD ALTERATIONS", and (y) Alterations or improvements
which exceed Building Standard Alterations are defined as "ABOVE BUILDING
STANDARD ALTERATIONS". Notwithstanding anything to the contrary herein,
Sublessee shall not remove any laboratory benches or fume hoods from the
Subleased Premises whether currently existing on the Subleased Premises or
installed after the Commencement Date and all improvements made to the
Unfinished Space by Sublessee which are standard laboratory improvements shall
be deemed Building Standard Alterations and shall not be removed by Sublessee
unless Sublessor so advised Sublessee prior to the expiration of the Term that
Sublessee shall remove the same.

      (d) MECHANIC'S LIENS. Sublessee, at its expense, shall discharge any lien
or charge filed against the Subleased Premises, the Building or the Real
Property in connection with any work claimed or determined in good faith by
Sublessor and/or Landlord to have been done by or on behalf of, or materials
claimed or determined in good faith by Sublessor and/or Landlord to save been
furnished to, Sublessee, within twenty (20) days after Sublessee's receipt of
notice thereof by payment, filing the bond required by law or otherwise in
accordance with law.

      (e) LABOR RELATIONS. Sublessee shall not employ, or permit the employment
of, any contractor or laborer, or permit any materials to be delivered to or
used in the Building, if, in Sublessor's and/or Landlord's sole judgment, such
employment, delivery or use will interfere or cause any conflict or disharmony
with other contractors or laborers engaged in the construction, maintenance or
operation of the Building by Landlord, Sublessee or others, or the use and
enjoyment of the Building by other tenants or occupants. In the event of such
interference,

                                       13


conflict or disharmony, upon Sublessor's and/or Landlord's request, Sublessee
shall cause all contractors or laborers causing such interference or conflict to
leave the Building immediately.

      (f) SUBLESSEE'S COSTS. To the extent that any fees (administrative or
otherwise) are due Landlord in connection with any Alterations made by Sublessee
in the Subleased Premises (including the Initial Installations), Sublessee shall
pay to Sublessor, within ten (10) days after demand, all out-of-pocket costs
incurred by Sublessor in connection therewith, including, but not limited to,
costs incurred in connection with (i) review of the Alterations (including
review of requests for approval thereof), and (ii) the provision of Building
personnel during the performance of any Alterations required by trade union
policy or otherwise, to operate elevators or otherwise to facilitate Sublessee's
Alterations.

      (g) SUBLESSEE'S EQUIPMENT. Sublessee shall not move any heavy machinery,
heavy equipment, freight, bulky matter or fixtures into or out of the Building
without Sublessor's and/or Landlord's prior consent and payment to Sublessor or
Landlord of Landlord's reasonable charges in connection therewith. If any such
machinery, equipment or other items require special handling, Sublessee agrees
(i) to employ only persons holding a Master Rigger's License to perform such
work, and (ii)such work shall be done only during hours designated by Landlord.

      (h) LEGAL COMPLIANCE. The approval of plans or specifications, or the
consent by Sublessor and/or Landlord to the making of any Alterations, does not
constitute Sublessor's and/or Landlord's agreement or representation that such
plans, specifications or Alterations comply with any Laws or the certificate of
occupancy issued for the Building. Neither Sublessor nor Landlord shall have any
liability to Sublessee or any other party in connection with Sublessor's and/or
Landlord's approval of plans and specifications for any Alterations, or
Sublessor's and/or Landlord's consent to Sublessee's performing any Alterations.
If, as the result of any Alterations made by or on behalf of Sublessee,
Sublessor and/or Landlord is required to make any alterations or improvements to
any part of the Building in order to comply with any Laws, whether or not in the
Subleased Premises, Sublessee shall pay all costs and expenses incurred by
Sublessor and/or Landlord in connection with such alterations or improvements.

      (i) LANDLORD'S RIGHT OF CONSTRUCTION. Notwithstanding anything to the
contrary herein, Sublessee shall comply with the provisions of Section 3.12 of
the Prime Lease with respect to any alterations or improvements to the
Unfinished Space and shall afford Landlord its construction right of first
refusal as provided therein.

      (j) SUBLESSEE CONSTRUCTION OF THE UNFINISHED SPACE. Sublessor acknowledges
that Sublessee is to build-out the Unfinished Space pursuant to the terms of
Section 7 of this Sublease (the "UNFINISHED SPACE ALTERATIONS") and that the
Unfinished Space Alterations may affect the building systems and structure of
the Building. Notwithstanding anything to the contrary herein, Sublessor will
not unreasonably withhold its consent to the Unfinished Space Alterations
provided (i) Landlord consents to the Unfinished Space Alterations, (ii) such
alterations do not adversely affect building systems or the structural integrity
of the building and (iii) such alterations otherwise comply with the provisions
of this Section 15.

                                       14

     (k) ENTRANCE APPEARANCE. Notwithstanding anything to the contrary in this
Sublease, Sublessee shall not make any Alterations that may change the
appearance of the space visible from the main lobby area without Sublessor's
consent which may be withheld in Sublessor's sole discretion, it being
understood that this space shall remain a first-class office/reception area at
all times during the Term.

16.  REPAIRS

     (a) Sublessee shall make all repairs or replacements that Sublessor is
required to make under the Prime Lease with respect to the Subleased Premises.
To the extent Landlord makes any repair or replacement with respect to the
Subleased Premises for which Sublessor is required to pay for all or any of the
cost thereof, Sublessee shall, within thirty (30) days after rendition of a bill
thereof by Sublessor from time to time, pay Sublessor for any such cost for
which Sublessor is liable.

     (b) Sublessor reserves the right to make any and all changes, alterations,
additions, improvements, repairs or replacements to any and all pipes, wires,
cables, ducts, conduits and other equipment used by Sublessor to provide to
Sublessee any of the services provided by Sublessor to Sublessee pursuant to
this Sublease, as Sublessor deems necessary or desirable, provided that in no
event shall the level of any such service decrease in any material respect from
the level required of Sublessor in this Sublease as a result thereof (other than
temporary changes in the level of such services during the performance of any
such work by Sublessor). Sublessor shall use reasonable efforts to minimize
interference with Sublessee's use and occupancy of the Subleased Premises during
the making of such changes, alterations, additions, improvements, repairs or
replacements, provided that Sublessor shall have no obligation to employ
contractors or labor at overtime or other premium pay rates or to incur any
other overtime costs or additional expenses whatsoever. Except as otherwise
provided herein, there shall be no abatement of Base Rent or any additional rent
or allowance to Sublessee for a diminution of rental value, no actual or
constructive eviction of Sublessee, in whole or in part, no relief from any of
Sublessee's other obligations under this Sublease, and no liability on the part
of Sublessor, by reason of inconvenience, annoyance or injury to business
arising from Landlord, Sublessor, Sublessee or others making, or failing to
make, any repairs, alterations, additions or improvements in or to any portion
of the Building or the Subleased Premises, or in or to fixtures, appurtenances
or equipment therein.

17.  FURNITURE.

     (a) Sublessee shall have the right, without charge by Sublessor therefor,
to use all of the Furniture and telephone desk sets in the Subleased Premises,
provided that Sublessee shall, throughout the term of the Sublease, take good
care of same at Sublessee's sole cost and expense. All damage to the Furniture
and telephone desk sets shall be repaired promptly by Sublessee at its sole cost
and expense. Sublessee shall, at the expiration or earlier termination of the
Sublease term, surrender all Furniture and telephone desk sets to Sublessor in
the condition it was in on the Commencement Date subject, however, to reasonable
wear and tear. Sublessee shall use the Furniture in a reasonable manner and only
for the uses for which it was intended.

                                       15


Sublessee accepts all risks with respect to the Furniture and Sublessor shall
not be liable for any damage or loss caused by or attributable to the Furniture.

     (b) Notwithstanding anything to the contrary in this Sublease, Sublessee
shall obtain and use its own telephone switch (PBX equipment) and
telecommunications services, at its sole cost and expense.

     (c) Sublessor shall disconnect the existing data/voice wiring from the main
point of demarcation in the Subleased Premises on or prior to the Commencement
Date. Sublessee shall reterminate and redirect such wiring within the Subleased
Premises at Sublessee's sole cost and expense.

18.  SERVICES/NON-LIABILITY OF SUBLESSOR/RENT ABATEMENT.

     (a) Sublessor shall have no obligation to comply with any laws, perform any
work, or provide any services or make any repairs in or to the Subleased
Premises whatsoever or to maintain any insurance or to perform any other
obligation which is the obligation of Landlord under the Prime Lease. Sublessee
recognizes that all services and repair obligations other than those to be
provided by Sublessor pursuant to Sections 18(b) and (c) and Section 32, to
which Sublessee is entitled under this Sublease are to be supplied by Landlord
under the Prime Lease and not by Sublessor. In the event that Landlord shall
fail to perform such services and/or repair obligations or shall refuse to
comply with any of the provisions of the Prime Lease insofar as they materially
affect Sublessee's occupancy of the Subleased Premises, Sublessor shall, at the
written request of Sublessee, use commercially reasonable, good faith efforts to
cause Landlord to so comply but without any obligation to incur any cost,
expense, liability or obligation whatsoever. Sublessor shall be under no
liability to Sublessee in the event of the failure by Landlord to supply any
services, unless the same is due to the wrongful act or the wrongful failure to
act (where action is required hereunder) of Sublessor.

     (b) Sublessor shall provide (1) standard heating and air-conditioning
("HVAC") service to the (x) Office Premises from 7 A.M. to 7 P.M. on Business
Days, (y) Lab Space 24 hours per day provided that night temperature set-back
shall be provided after 7 PM and on non- Business Days, (z) Unfinished Space in
the same manner provided to the Lab Space upon Sublessee's completion of the
Alterations to the Unfinished Space in accordance with plans approved by
Sublessor therefor; (2) Uninterruptible Power Supply and emergency power
(collectively the "EMERGENCY POWER") to the Subleased Premises provided that no
Event of Default has occurred and to the extent that it currently exists within
the Subleased Premises (i.e. Sublessee shall have the right, upon approval of
plans therefor by Sublessor, to connect to the existing panels for the Emergency
Power, but shall not create any new panels for such service); (3) hot and cold
water to the Subleased Premises for ordinary office and bathroom use; (4)
natural gas to the Lab Space and Unfinished Space for ordinary laboratory use;
(5) deionized water to the Lab Space and Unfinished Space for ordinary
laboratory use and (6) ordinary laboratory vacuum system ("VACUUM SYSTEM") to
the Lab Space and Unfinished Space for ordinary laboratory use.

                                       16


     (c) Sublessor shall maintain, repair and replace, if necessary the HVAC
system, Vacuum System, fire alarm and elevator servicing the Subleased Premises
and shall maintain the common areas of the interior of the Building, at
Sublessor's expense (as part of the Fixed Operating Expense Charge) unless any
repairs, maintenance or replacements are due to Sublessee's negligence or
Sublessee's alterations in which case Sublessee shall pay, as additional rent,
Sublessor's cost and expense for such repair or maintenance or replacement.
Notwithstanding anything to the contrary herein, Sublessor shall not be
obligated to upgrade or make any additions to the HVAC system, Emergency Power
or Vacuum System and Sublessee shall only use such systems within their design
specifications. Sublessee shall also use the Vacuum System with traps and other
protection devices so as to prevent the contamination of the Vacuum System
piping and equipment with any chemical. If contamination of the Vacuum System
occurs, Sublessee shall promptly decontaminate same or replace the component of
the system contaminated at Sublessee's sole cost and expense (or shall pay the
cost thereof to Sublessor if Sublessor elects, in its sole discretion, to
perform such decontamination and/or replacement), and Sublessor reserves the
right, in addition to any other rights or remedies Sublessor may have, to
discontinue providing the Vacuum System or any other service provided to
Sublessee if Sublessee fails to use such systems or services in the manner
described herein.

     (d) Sublessor shall not be liable in any way to Sublessee for any failure,
defect or interruption of any service, utility or other system to be supplied by
Sublessor, including without limitation the Emergency Power, except if
attributable to the gross negligence or willful misconduct of Sublessor, nor
(except as otherwise provided in this Sublease) shall there be any allowance to
Sublessee or diminution of rental value, nor shall the same constitute an actual
or constructive eviction of Sublessee, in whole or in part, or relieve Sublessee
of from any of its Sublease obligations. In addition, in no event (either
through indemnity or otherwise) shall Sublessor be liable to Sublessee for any
consequential, punitive or other damages.

     (e) Sublessee shall provide all cleaning and janitorial services to the
Subleased Premises, including but not limited to the removal of biohazardous
waste as referred to in Section 34 of this Sublease, at Sublessee's sole costs
and expense, to the reasonable satisfaction of Sublessor. Sublessee shall keep
its Premises clean and use the same cleaning service utilized by the Sublessor
to clean the Building unless otherwise approved in writing by Sublessor. In
addition, Sublessee shall make any non-structural repairs to the Subleased
Premises and the fixtures and appurtenances therein as and when needed to
preserve the Subleased Premises in good order and condition, except for
reasonable wear and tear.

     (f) Notwithstanding anything to the contrary in this Sublease, in the event
that Sublessee is unable to use all or more than 20% of the Subleased Premises
for the ordinary conduct of its business as a result solely of (x) Sublessor's
breach of an obligation under this Sublease to perform repairs or provide
services or (y) disruption in any required services to the Subleased Premises
due solely to Sublessor's negligence or willful misconduct, in each case other
than as result of (i) a fire or other casualty, (ii) breach of this Sublease by
Sublessee or any action or inaction by Sublessee, (iii) breach of the Prime
Lease by Landlord or any action or inaction by Landlord or (iv) any other cause
not within Sublessor's control, and such condition continues for a period in
excess of ten (10) consecutive Business Days after the date of notice from
Sublessee to Sublessor (the "ABATEMENT NOTICE") stating Sublessee's inability to
use all or

                                       17


more than 20% percent of the Subleased Premises, then, provided Sublessee
vacates and does not use all or such portion of the Subleased Premises, the Base
Rent shall be abated on a per diem basis and in proportion to the portion of the
Subleased Premises not used by Sublessee for the period commencing on the
eleventh (11th) day after Sublessor receives the Abatement Notice, and ending
on the earlier of the date on which (A) Sublessee reoccupies all or a portion of
the Subleased Premises for the ordinary conduct of its business, or (B) such
condition is substantially remedied.

19.  NOTICES

Subject to the provisions of Section 5 hereof, any notice, demand, bill,
invoice, statement or communication which either Sublessor or Sublessee may
desire or be required to give to the other in connection with this Sublease
shall be in writing and shall be deemed to have been sufficiently given or
rendered if delivered by hand (against a signed receipt), or by reputable
overnight courier service (against a signed receipt), or by registered or
certified mail (return receipt requested), to such other party at the following
addresses:

           To Sublessor:      Purdue Pharma, L.P.
                              One Stamford Forum
                              Stamford, CT 06901
                              Attention: Diana Lenkowsky

                              copy to:

                              Herrick, Feinstein, LLP
                              2 Penm Plaza
                              Newark, NJ 07105
                              Attention: Joann B. Birle, Esq.

           To Sublessee:

                Before Sublessee commences business in the Subleased Premises:

                              Amicus Therapeutics, Inc.
                              675 U.S. Highway One
                              North Brunswick, NJ 08902
                              Attention: Ms. Allison Sorokin

                After Sublessee commences business in the Subleased Premises
                at the Subleased Premises:

                              Amicus Therapeautics, Inc.
                              6 Cedar Brook Drive
                              Cranbury, NJ 08512
                              Attention: Ms. Allison Sorokin

                                       18


                              copy to:

                              Riker, Danzig, Scherer, Hyland & Peretti LLP
                              One Speedwell Avenue
                              Morristown, NJ 079625
                              Attention: Nicholas Racioppi, Jr., Esq.

           To Landlord:       Cedar Brook 10 Corporate Center, L.P.
                              1000 Eastpark Blvd.
                              Cranbury, NJ 08512

                              with a copy to:

                              Stephen J. Edwards, Esq.
                              59 Forrest Road
                              Randolph, NJ 07869

or to such other address(es) as Sublessor or Sublessee (or Landlord, if
applicable) may designate as its new address(es) for such purpose by notice
given to the parties in accordance with the provisions of this Section 19. Any
such bill, invoice, statement, notice or communication shall be deemed to have
been rendered or given on the date when it shall have been delivered (as
evidenced by a signed receipt, or, as the case may be, the date of delivery
shown on the return receipt) or upon refusal to accept delivery. Counsel for
Sublessor and Sublessee may deliver notices on behalf of their respective
clients in connection with this Sublease.

20.  TIME LIMITS.

The time limits set forth in the Prime Lease for the performance of any act or
the making of any payment are, for the purposes of this Sublease, changed so
that the time of Sublessee in a particular case hereunder to do or perform any
act or make any payment shall be three (3) days less than the time of Sublessor
as tenant under the Prime Lease to do so in such case (taking into account the
maximum grace period, if any, relating thereto contained in the Prime Lease).
Each party shall promptly deliver to the other party copies of all notices,
requests or demands which relate to the Subleased Premises or the use or
occupancy thereof after receipt of same from Landlord.

21.  BROKERAGE.

Sublessor and Sublessee warrant and represent to each other that in connection
with this Sublease, they have dealt with no brokers except Triad Properties,
Inc., ("TRIAD") Calloway Commercial ("CALLOWAY") and Cushman and Wakefield of
New Jersey ("CW") (collectively, the "BROKER"). Sublessor and Sublessee shall
indemnify, defend and hold the other harmless (including the payment of
attorney's fees) from any claim of any broker that Sublessor or Sublessee had,
or is alleged to have had, dealings with concerning this Sublease other than the
Broker Sublessor shall pay Triad and CW any amounts to which Broker is entitled
in connection with this Sublease, pursuant to a separate written agreement, and
Triad shall pay to

                                       19


Calloway any amounts to which Calloway is entitled in connection with this
Sublease, pursuant to a separate written agreement.

22.  SURRENDER OF SUBLEASED PREMISES; HOLDING OVER.

     (a) Sublessor and Sublessee recognize that the damage to Sublessor
resulting from any failure by Sublessee to timely surrender possession of the
Subleased Premises may be substantial, may exceed the amount of the Base Rent
and additional rent theretofore payable hereunder, and will be impossible to
accurately measure. Sublessee therefore agrees that if possession of the
Subleased Premises is not surrendered to Sublessor on or before the Expiration
Date, in addition to any other rights or remedies Sublessor may have hereunder
or at law or in equity, Sublessee shall:

          (i) pay to Sublessor for each month (or any portion thereof) during
which Sublessee holds over in the Subleased Premises after the Expiration Date,
a sum equal to the greater of (i) two times (2x) the aggregate of the Base Rent
(as defined in the Prime Lease) and additional rent payable under the Prime
Lease for the last full calendar month of the term thereunder, or (ii) two times
(2x) the fair market rental value of the Subleased Premises for such month (as
reasonably determined by Sublessor);

          (ii) be liable to Sublessor for (A) any payment or rent concession
which Sublessor may be required to make to any sublessee obtained by Sublessor
for all or any part of the Subleased Premises (a "NEW SUBLESSEE") in order to
induce such New Sublessee not to terminate its lease by reason of the
holding-over by Sublessee, and (B) the loss of the benefit of the bargain if any
New Sublessee shall terminate its lease by reason of the holding-over by
Sublessee;

          (iii) be liable to Sublessor for, and indemnify, defend and hold
Sublessor harmless from and against, any and all claims, actions, and suits by
any New Sublessee and any and all costs, expenses (including attorneys' fees and
expenses), losses, damages, liabilities, and obligations Sublessor may incur in
connection therewith; and

          (iv) be liable to Sublessor for, and indemnify, defend and hold
Sublessor harmless from and against, any and all claims, actions, suits, costs,
expenses (including attorneys' fees and expenses), losses, damages, liabilities,
and obligations Sublessor may incur under or in connection with the Prime Lease
by reason of the holding-over by Sublessee.

     (b) No holding-over by Sublessee, nor the payment to Sublessor of the
amounts specified above, shall operate to extend the Term hereof. Nothing herein
contained shall be deemed to permit Sublessee to retain possession of the
Premises after the Expiration Date, and no acceptance by Sublessor of payments
from Sublessee after the Expiration Date shall be deemed to be other than on
account of the amount to be paid by Sublessee in accordance with the provisions
of this Section. If Sublessee does hold over, Sublessor may exercise any and all
rights under this Sublease and/or as may exist at law and/or in equity
(including, without limitation, resort to summary proceedings) to obtain
possession of the Subleased Premises.

                                       20


     (c) The obligations of Sublessee under this Section 22 shall survive the
expiration or termination of the Term.

23.  CAPTIONS.

The captions in this Sublease are used for convenience and reference only and
are not to be taken as part of this Sublease or to be used in determining the
intent of the parties or otherwise interpreting this Sublease.

24.  SUCCESSORS AND ASSIGNS.

This Sublease shall be binding upon and inure to the benefit of Sublessor and
Sublessee and their respective successors and permitted assigns.

25.  SECURITY DEPOSIT

     (a) Simultaneously with the execution and delivery of this Sublease,
Sublessee has deposited (the "SECURITY DEPOSIT") with Sublessor the sum of Two
Hundred Sixty-Seven Thousand Three Hundred Thirty-Eight Dollars ($267,338) to be
held during the Term as security for the payment of the Base Rent, additional
rent and all other sums of money payable by Sublessee under this Sublease, and
for the faithful performance of all other covenants and agreements of Sublessee
under this Sublease. The Security Deposit shall be returned to Sublessee
(subject to the application thereof to any unpaid "SECURED OBLIGATION" as
hereinafter defined) within thirty (30) days after the expiration date of this
Sublease. Said Security Deposit be held in a non-segregated, non-interest
bearing account.

     (b) Notwithstanding anything to the contrary set forth herein and subject
to the terms and conditions of this Article 25, if Sublessee fails to commence
construction and/or thereafter diligently continue and complete construction of
the Unfinished Space in accordance with the plans approved therefor by Sublessor
within nine (9) months after the Commencement Date, the Security Deposit shall
be increased on the nine month anniversary of the Commencement Date (the
"SECURITY INCREASE DATE") to Eight Hundred and Two Thousand Thirteen Dollars
($802,013) and such amount shall be deemed to be the Security Deposit hereunder.
The failure by Sublessee to provide such increase in the Security Deposit shall
be deemed to be a material breach of the terms of this Sublease and an Event of
Default.

     (c) If an Event of Default shall occur hereunder, in addition to all of
Sublessor's right and remedies set forth in this Sublease, within ten (10) days
after notice by Sublessor, Sublessee shall immediately restore the Security
Deposit to the full amount of the Security Deposit.

     (d) Sublessee's Federal Identification Number is (omitted).

     (e) If an Event of Default shall occur and be continuing, Sublessor may,
subject to the terms and conditions hereinafter set forth, apply the whole or
any part of the Security Deposit (i) toward the payment of any Base Rent or any
item of additional rent due under this Sublease as to which Sublessee is then in
default beyond any applicable notice, cure and/or grace period and (ii)

                                       21


toward any sum which Sublessor may expend or may be required to expend by reason
of Sublessee's default, beyond any applicable notice, cure and/or grace period,
in respect of any of the terms, covenants and conditions of this Sublease (the
obligations of Sublessee set forth in the foregoing clauses (i) and (ii) being
referred to collectively herein as the "SECURED OBLIGATIONS"). If Sublessor
applies or retains any part of the proceeds of the Security Deposit, Sublessee,
upon demand by Sublessor, shall deposit with Sublessor the amount so applied or
retained so that Sublessor shall have the full Security Deposit on deposit as
security for the Secured Obligations, at all times during the Term.

     (f) In lieu of the cash security deposit, Sublessee may at any time during
the Term deliver to Sublessor and shall thereafter maintain in effect a clean,
irrevocable, non-documentary and unconditional letter of credit, in the form
attached hereto as EXHIBIT E (the "LETTER OF CREDIT") issued by and drawable
upon any commercial bank, trust company, national banking association or savings
and loan association with offices for banking and drawing purposes in the State
of New Jersey (the "ISSUING BANK"), which has outstanding unsecured, uninsured
and unguaranteed indebtedness, or shall have issued a letter of credit or other
credit facility that constitutes the primary security for any outstanding
indebtedness (which is otherwise uninsured and unguaranteed), that is then
rated, without regard to qualification of such rating by symbols such as "+" or
"-" or numerical notation, "Aa" or better by Moody's Investors Service and "AA"
or better by Standard & Poor's Ratings Service (and is not on credit-watch with
negative implications), and has combined capital, surplus and undivided profits
of not less than $500,000,000. The Letter of Credit shall (i) name Sublessor as
beneficiary, (ii) be in the amount of the Security Deposit, (iii) have a term of
not less than one (1) year, (iv) permit multiple drawings, (v) be fully
transferable by Sublessor multiple times without the consent of Sublessee and
without the payment of any fees or charges, (vi) be payable to Sublessor or an
authorized representative of Sublessor upon presentation of only the Letter of
Credit and a sight draft and shall not contain as a condition to a draw the
requirement of Sublessor's certification or other statement as to the existence
of Sublessee's default, and (vii) otherwise be in form and content satisfactory
to Sublessor. If upon any transfer of the Letter of Credit, any fees or charges
shall be so imposed, then such fees or charges shall be payable solely by
Sublessee and the Letter of Credit shall so specify. The Letter of Credit shall
provide that it shall be deemed automatically renewed, without amendment, for
consecutive periods of one (1) year each thereafter during the Term through the
date that is at least sixty (60) days after the Expiration Date, unless the
Issuing Bank sends a notice (the "NON-RENEWAL NOTICE") to Sublessor by certified
mail, return receipt requested, not less than sixty (60) days prior to the
then-current expiration date of the Letter of Credit, stating that the Issuing
Bank has elected not to renew the Letter of Credit. Sublessor shall have the
right to draw upon the Letter of Credit (in whole or in part, at Sublessor's
discretion) at any time or times that Sublessor shall, under this Sublease, be
entitled to retain or apply all or any portion of the Security Deposit.
Sublessor also shall have the right, upon receipt of a Non-Renewal Notice, to
draw the full amount of the Letter of Credit, by sight draft on the Issuing
Bank, and shall thereafter hold or apply the cash proceeds of the Letter of
Credit pursuant to the terms of this Section 25. The Letter of Credit shall
state that drafts drawn under and in compliance with the terms of the Letter of
Credit will be duly honored upon presentation to the Issuing Bank at an office
location in the State of New Jersey or the State of Connecticut. The Letter of
Credit shall be subject in all respects to the International Standby Practices
1998, International Chamber of Commerce Publication No. 590. Sublessee shall
cooperate, at

                                       22


Sublessee's expense, with Sublessor to promptly execute and deliver to Sublessor
any and all modifications, amendments, and replacements of the Letter of Credit,
as Sublessor may reasonably request to carry out the intent, terms and
conditions of this Section 25. If Sublessee is required to increase the Security
Deposit as required in this Section 25, Sublessee may tender to Sublessor a
replacement Letter of Credit for such increased amount and thereupon, Sublessor
shall exchange the Letter of Credit it is then holding for such replacement
Letter of Credit. If Sublessor applies or returns any part of the proceeds to
the Security Deposit, Sublessee, upon demand by Sublessor, shall deposit with
Sublessor the amount so applied or retained in the form of an additional letter
of credit meeting the requirements hereof, or an increase in the amount of the
tetter of credit meeting the requirements hereof so that Sublessor shall have
the full Security Deposit on deposit as security for the Secured Obligations, at
all times during the Term.

     (g) Upon an assignment of the Sublease and assumption of the obligations of
Sublessor by the assignee, Sublessor shall have the right to transfer the cash
Security Deposit or the Letter of Credit, as applicable, to the assignee. With
respect to the Letter of Credit, within ten (10) days after notice from
Sublessor of any such anticipated assignment, Sublessee, at its sole cost, shall
arrange for the transfer of the Letter of Credit to the new sublessor, as
designated by Sublessor in the foregoing notice, or to have the Letter of Credit
reissued in the name of the new sublessor. Sublessee shall look solely to the
new sublessor for the return of such cash Security Deposit or Letter of Credit,
and the provisions of this subsection shall apply to every transfer or
assignment made of the Security Deposit to a new sublessor. Sublessee will not
assign or encumber, or attempt to assign or encumber, the cash Security Deposit
or Letter of Credit, and neither Sublessor nor its successors or assigns shall
be bound by any such actual or attempted assignment or encumbrance.

     (h) Any cash proceeds of the Letter of Credit which are not otherwise
applied or retained by Sublessor as provided in this Section 25 shall be
invested in a non-segregated, non-interest bearing account.

     (i) The foregoing notwithstanding, it shall be an Event of Default under
this Sublease if Sublessee delivers such a Letter of Credit and the Issuing Bank
sends a Non-Renewal Notice to Sublessor, or if for any reason the Letter of
Credit is not renewed in a timely manner during the entirety of the Term, or if
for any reason the Letter of Credit is not maintained by Sublessee in full force
and effect, in the amount of the Security Deposit during the entirety of the
Term.

26.  ACCESS.

     (a) Subject to the terms and provisions of this Sublease and the Prime
Lease, Sublessee shall have access to the Subleased Premises 24 hours per day,
every day of the year.

     (b) Sublessee and Sublessor acknowledge that as of the date of this
Sublease, Sublessor provides certain security services to the Building.
Sublessee will comply with all security procedures from time to time implemented
by Sublessor, including, without limitation, requirements that any person
entering the Building sign in and/or present satisfactory identification at the
concierge desk and that deliveries be made to a secured freight entrance.
Nothing herein shall impose any obligation on the part of Sublessor to supply or
to cause to be

                                       23


supplied such security services, or any other security services. Sublessor shall
maintain, or cause to be maintained the current level of security offered by
Sublessor in the Building including the operation of the current front desk
service in the lobby of the Building.

     (e) Sublessor shall have the right, from time to time, to adopt reasonable
rules and regulations with respect to Sublessor's operation and maintenance of
the Building including, without limitation, rules governing access to the
Building.

27.  INTENTIONALLY OMITTED.

28.  PERFORMANCE OF OBLIGATIONS OF LANDLORD UNDER THE PRIME LEASE/OTHER.

Notwithstanding anything to the contrary in this Sublease, Sublessor and
Sublessee agree as follows:

     (a) Sublessee shall not in any event have any rights in respect of the
Subleased Premises greater than Sublessor's rights to such space under the Prime
Lease.

     (b) Any obligation of Sublessor which is contained in this Sublease
(including, without limitation, any obligation for the providing of services,
performance of repairs, or otherwise) by the incorporation by reference of the
provisions of the Prime Lease may be observed or performed
by Sublessor using commercially reasonable efforts to cause Landlord under the
Prime Lease to observe and/or perform the same, and Sublessor shall have a
reasonable time to use such reasonable efforts to so do; and, notwithstanding
any provision to the contrary, as to obligations contained in this Sublease by
the incorporation by reference of the provisions of the Prime Lease, Sublessor
shall not be required to make any payment or perform any obligation, and
Sublessor shall have no liability to Sublessee for any matter whatsoever, except
for Sublessor's obligation to pay the rent and additional rent due under the
Prime Lease and for Sublessor's obligation to use commercially reasonable
efforts where required by this Sublease, upon request of Sublessee, to cause the
landlord under the Prime Lease to observe and/or perform its obligations under
the Prime Lease.

     (c) Sublessor shall not be responsible for any failure or interruption, for
any reason whatsover, except Sublessor's gross negligence or intentional
wrongful act, of any of the services or facilities that may be appurtenant to or
supplied at the Building by the Landlord under the Prime Lease or otherwise,
and no failure to furnish, or interruption of, any such services or facilities
shall give rise to any (i) abatement, diminution or reduction of Sublessee's
obligations under this Sublease, (ii) constructive eviction, whether in whole or
in part, or (iii) liability on the part of Sublessor.

     (d) Sublessee and Sublessor hereby release the other or anyone claiming by,
through or under the other under this Sublease and the Prime Lease and the
Landlord or anyone claiming by, through or under the Landlord under the Prime
Lease by way of subrogation or otherwise to the extent that Sublessor released
the Landlord under the Prime Lease and/or the Landlord under the Prime Lease was
relieved of liability or responsibility pursuant to the provisions of the Prime
Lease, and Sublessee will cause its insurance carriers to include any clauses or
endorsements in

                                       24

favor of Sublessor and the Landlord under the Prime Lease which Sublessor is
required to provide pursuant to the provisions of the Prime Lease, or Sections
13 and 15(a)(ii) of this Sublease.

      (e) In any instance when Sublessor's consent or approval is required under
this Sublease, Sublessor's refusal to consent to or approve any matter or thing
shall be deemed reasonable if, inter alia, such consent or approval has not been
obtained from the Landlord under the Prime Lease. In the event that Sublessee
shall seek the approval by or consent of Sublessor and Sublessor shall fail or
refuse to give such consent or approval, Sublessee shall not be entitled to any
damages for any withholding or delay of such approval or consent by Sublessor,
it being intended that Sublessee's sole remedy shall be an action for injunction
or specific performance and that said remedy of an action for injunction or
specific performance shall be available only in those cases where Sublessor
shall have expressly agreed in writing not to unreasonably withhold or delay its
consent.

      (f) If for any reason whatsoever the term of the Prime Lease shall
terminate prior to the expiration date of this Sublease, this Sublease shall
thereupon be terminated and Sublessor shall not be liable to Sublessee by reason
thereof. Upon such termination, the obligations of Sublessor and Sublessee
(other than the obligation of Sublessee for the payment of any monies then owing
to Sublessor and such other obligations that are expressly made to be effective
upon the termination of this Sublease as are set forth in the Lease and
incorporated herein by reference and/or as are set forth in this Sublease) shall
cease, except that the parties shall remain liable for any obligations incurred
prior to any such termination date for any matter occurring prior to such date.

      (g) If Sublessee shall at any time fail to make any payment or perform any
other obligation of Sublessee hereunder, then Sublessor shall have the right,
but not the obligation, after three (3) days' notice to Sublessee, or without
notice to Sublessee in the case of any emergency or if such failure would be a
default under the Prime Lease, and without waiving or releasing Sublessee from
any obligations of Sublessee hereunder, to make such payment or perform such
other obligation of Sublessee in such manner and to such extent as Sublessor
shall deem necessary, and in exercising any such right, to pay any incidental
costs and expenses, employ attorneys, and incur and pay reasonable attorneys'
fees. Sublessee shall pay to Sublessor upon demand all sums paid by Sublessor
and all incidental costs and expenses of Sublessor in connection therewith,
together with interest thereon at the Late Charge as defined in the Prime Lease
from the date of the making of such expenditures.

29. SUBLESSEE'S SINGLE RIGHT OF FIRST OFFER

      (a) Sublessor shall offer to sublease to Sublessee (the "ROFO OFFER"), one
time only, on the terms set forth in this Section 29, the vacant, unfinished
space remaining on the first floor chemistry wing of the Building, as more
particularly identified on the floor plan which is attached hereto and made a
part hereof as EXHIBIT D (the "ROFO SPACE"), upon the commencement by Sublessor
of active negotiations to sublease the ROFO Space to a third party. For purposes
hereof, the term "active negotiations" shall be deemed to mean the exchange of
term sheets and/or phone calls and/or other communications with a third party
(or a broker for

                                       25


such third party) regarding the leasing of the ROFO Space to such third party.
Sublessor shall provide Sublessee with written notice (the "ROFO NOTICE") of the
initiation of Sublessee's ROFO Offer.

            (i) The Base Rent payable for the ROFO Space shall be the per square
foot rental then applicable to the Unfinished Space under this Sublease.

            (ii) Sublessee's proportionate share for the ROFO Space shall be
calculated accordingly under the terms of this Sublease with respect to
obligations under Section 4 of this Sublease.

            (iii) The term of the ROFO Space shall be coterminous with the Term
of this Sublease as same may be earlier terminated.

            (iv) Sublessee shall accept the ROFO Space in its "as-is" condition
on the ROFO Space Commencement Date (as hereinafter defined), and Sublessor
shall not be required to perform any work in the ROFO Space, provide any rent
abatement or any other rent concessions, make any contributions, or render any
services to make the ROFO Space ready for Sublessee's use or occupancy.

            (v) On the ROFO Space Commencement Date, the Subleased Premises
shall be deemed to include the ROFO Space for all purposes of this Sublease and
except as set forth in this Section 29, the subleasing of the ROFO Space shall
be upon all of the other then applicable terms, covenants and conditions
contained in this Sublease with respect to the Subleased Premises.

      (b) If Sublessee chooses to accept the ROFO Offer in accordance with the
provisions of this Article, Sublessee shall notify Sublessor in writing within
seven (7) days of the date of the ROFO Notice that Sublessee will accept the
ROFO Offer. TIME SHALL BE OF THE ESSENCE with respect thereto. Sublessee agrees
that if it accepts the ROFO Offer, it shall be bound by and subject to the terms
stated therein. The ROFO Space Commencement Date shall be the date which is
seventeen (17) days after the date of the ROFO Notice.

      (c) Promptly after the acceptance of the ROFO Offer, (i) the parties shall
execute, upon the request of either party, any amendment or other documentation
reasonably requested to reflect Sublessee's acceptance of the ROFO Offer and the
inclusion of the ROFO Space within the Subleased Premises. Notwithstanding the
foregoing, Sublessee agrees that failure or omission to execute such
documentation shall not effect the inclusion of the ROFO Space within the
Subleased Premises.

      (d) If Sublessee does not timely accept or fails to timely accept the ROFO
Offer for any reason whatsoever, the ROFO Offer shall be deemed null and void
and of no force or effect, and Sublessor shall be entitled to Sublease such ROFO
Space to others at such rental and upon such terms and conditions as Sublessor
in its sole discretion may determine. Sublessee shall, within five (5) days
after Sublessor's request therefor, deliver an instrument in form reasonably

                                       26


satisfactory to Sublessor confirming the aforesaid waiver of the specifically
made ROFO Offer, but no such instrument shall be necessary to make the
provisions hereof effective.

      (e)Notwithstanding anything to the contrary contained in this Section 29,
Sublessor shall not be obligated to make the ROFO Offer to Sublessee, Sublessee
shall have no right to sublease the ROFO Space, and Sublessor shall have the
right to Sublease the ROFO Space to a third party (i) if and for as long as a
default shall then exist under this Sublease beyond any applicable notice, grace
or cure periods; or (ii) if there shall have been a termination, cancellation or
surrender of this Sublease or a surrender of all or any portion of the Subleased
Premises; or (iii) if Sublessee is not fully occupying the Subleased Premises;
or (iv) once Sublessor subleases the ROFO Space to any other third party in
accordance with the provisions of this Section 29. In addition to and not in
limitation of the foregoing, if any third party desires to sublease the ROFO
Space together with any other space in the Building (whether or not such space
is contiguous), then the provisions of this Section 29 shall be deemed null,
void and of no further force or effect, Sublessor shall be under no obligation
to make the ROFO Offer to Sublessee and Sublessee shall have no right whatsoever
to sublease the ROFO Space pursuant to the terms of this Section 29 and the
provisions of this Section 29 shall be deemed automatically terminated.

      (f) Notwithstanding anything to the contrary contained herein, as of the
date which is the 2nd anniversary of the Commencement Date, the provisions of
this Section 29 shall expire and be deemed null, void and of no further force or
effect, and Sublessor shall have no obligation to make the ROFO Offer to
Sublessee and Sublessee shall have no right whatsoever to sublease the ROFO
Space pursuant to the terms of this Section 29.

      (g) Notwithstanding anything to the contrary herein, Sublessor shall have
the right to offer or sublease the ROFO Space or any portion thereof to any of
its affiliates, subsidiaries or other related entities and such offer or
sublease shall not require Sublessor to make the ROFO Offer to Sublessee and
Sublessee shall not have the right to sublease the ROFO Space in the case of
such an offer or sublease.

30. MISCELLANEOUS.

      (a) Sublessor represents that, to the best of its knowledge, the copy of
the Prime Lease attached hereto as EXHIBIT F is a true, full and complete copy
of the Prime Lease (as redacted) and that the Prime Lease is in full force and
effect.

      (b) This Sublease may be executed in multiple counterparts, and each such
counterpart shall be considered an original, but all of which together shall
constitute one and the same instrument.

                                       27


31. PARKING. Sublesee shall be entitled to its proportionate share of on-site
parking in the surface parking area serving the Building for use by its
employees, customers and invitees on a non-exclusive basis pursuant to the terms
of the Prime Lease. Sublessee acknowledges that Sublessor has no repair,
maintenance or other obligations with regard to the parking area serving the
Building, but Sublessor reserves the right to close off or otherwise alter
sections of the parking area in Sublessor's reasonable discretion.

32. FOOD SERVICE. Provided Sublessee is (i) not in default under the terms of
this Sublease and (ii) occupying substantially all of the Subleased Premises as
subtenant, Sublessor shall provide reasonable, basic food service at the
Building for Sublessee's employees to purchase breakfast and lunch ("SUBLESSOR'S
FOOD SERVICE") and Sublessor, in its sole discretion, shall have the right to
(x) relocate, diminish or otherwise change the currently existing cafeteria in
the Building and or the operations thereof and/or (y) modify the food service in
any manner, from time to time, except that Sublessor will provide Sublessor's
Food Service.

33. SIGNAGE. Provided Sublessee is not in default pursuant to the terms of this
Sublease and Sublessee is occupying substantially all of the Subleased Premises,
Sublessee shall be entitled to install, at its sole expense and subject to the
approval of Landlord pursuant to the terms of the Prime Lease and the approval
of Sublessor, which may be withheld in the Sublessor's sole discretion, a sign
for the purpose of identifying Sublessee, which sign shall be no larger than 24"
x 18"and shall be located under Sublessor's existing sign on the fixed glass
panel adjacent to main the entrance door at the main lobby of the Building.
Additionally Sublessee may install signage on the main entrance door into the
Subleased Premises. This signage shall be collectively no larger than 12" x 24".
All signage shall comply with the terms of the Prime Lease and all Laws. All
signs installed by Sublessee shall be maintained by Sublessee in good condition
and Sublessee shall remove all signs at the end of the Term and repair any
damage caused by such installation, existence of removal.

34. HAZARDOUS MATERIALS; BIO-HAZARDOUS WASTE; ISRA COMPLIANCE.

      (a) In addition to the provisions of Article 12 of the Prime Lease as
incorporated herein by reference pursuant to Paragraph 11(b) of the Sublease,
Sublessee warrants, represents and covenants to Sublessor that Sublessee's use
of the Subleased Premises will at all times comply and conform to all applicable
Laws which relate to the use, transportation, storage, placement, handling,
treatment, discharge, generation, production, existence or disposal
(collectively "USE OR TREATMENT") of any waste, waste products, radioactive
waste, petroleum products, poly-chlorinated biphenyls, asbestos, hazardous
materials as defined under applicable Laws, and any substance which is regulated
by any Laws, statute, ordinance, rule or regulation, and any Bio-Hazardous Waste
(collectively "HAZARDOUS MATERIALS"). Sublessee further covenants that it will
not engage in or permit any of Sublessee's agents, employees, representatives,
contractors, invitees, vendors, licensees sub-subtenants, assignees, or
occupants of the Subleased Premises to engage in any Use or Treatment of any
Hazardous Materials and Bio-Hazardous Waste on or which affects the Office Park,
unless said Use or Treatment complies with and conforms to all Laws relating to
such Hazardous Materials, "BIO-HAZARDOUS WASTE" means any waste, substance or
material (solid, liquid or gaseous) existing, generated,

                                       28


produced or resulting from any use, storage, research, production or testing of
biological agents, including without limitation, any definition thereof or
reference thereto in applicable Laws.

      (b) At Sublessee's sole liability, risk, cost, and expense, Sublessee
shall provide proper receptacles and containers for all Hazardous Materials and
Bio-Hazardous Waste and shall make such arrangements as shall be necessary,
proper, and/or required for the Use or Treatment or disposal of Sublessee's
Hazardous Material and Bio-Hazardous Waste in strict compliance with all
applicable Laws. Scheduling for the disposal of Sublessee's Hazardous Materials
and Bio-Hazardous Waste shall be reasonably coordinated with Sublessor and
Sublessee shall, upon request by Sublessor, provide Sublessor with all required
documentation evidencing Sublessee's removal and Use or Treatment of all
Hazardous Materials and Bio-Hazardous Waste in compliance with all applicable
Laws. Sublessor assumes no duty, obligation, or liability with respect to
Sublessee's Hazardous Material and Bio-Hazardous Waste and Sublessee shall
indemnify Sublessor and Prime Landlord from all liability arising out of the
existence of Hazardous Materials and Bio-Hazardous Waste which arise during
Sublessee's (or its agents, employees, representatives, contractors, invitees,
vendors, licensees sub-subtenants, assignees or occupants of the Subleased
Premises) use or occupancy of the Subleased Premises including, without
limitation, the use, existence, creation, storage, transportation, or disposal
thereof.

      (c) Promptly upon receipt of any Notice, as hereinafter defined, from any
party, Sublessee shall deliver to Sublessor a true, correct and complete copy of
any written Notice or a true, correct and complete report of any non-written
Notice. Additionally, Sublessee shall notify Sublessor immediately after having
knowledge of any Use or Treatment of Hazardous Material or Bio-Hazardous Waste,
which does not comply with or conform to all Laws relating to such Hazardous
Material or Bio-Hazardous Waste or any Spill, as hereinafter defined, of same in
or affecting the Subleased Premises. "NOTICE" shall mean any note, notice, or
report, which constitutes or alleges, or states facts which could reasonably
result in any of the following:

            (i) any suit, proceeding, investigation, order, consent order,
injunction, writ, award or action related to or affecting or indicating the Use
or Treatment of any Hazardous Material or Bio-Hazardous Waste in or affecting
the Subleased Premises;

            (ii) any spill, contamination, discharge, leakage, release or escape
of any Hazardous Material or Bio-Hazardous Waste in or affecting the Office
Park, whether sudden or gradual, accidental or anticipated, or of any other
nature (hereinafter "SPILL");

            (iii) any dispute relating to Sublessee's or any other party's Use
or Treatment of any Hazardous Material or Bio-Hazardous Waste or any Spill in or
affecting the Office Park;

            (iv) any claims by or against any insurer related to or arising out
of any Hazardous Material or Bio-Hazardous Waste or Spill in or affecting the
Office Park;

            (v) any recommendations or requirements of any governmental or
regulatory authority, insurer or board of underwriters relating to any Use or
Treatment of Hazardous Material or Bio-Hazardous Waste or a Spill in or
affecting the Office Park; or

                                       29

            (vi) any legal requirement or deficiency related to the Use or
Treatment of Hazardous Material or Bio-Hazardous Waste or any Spill in or
affecting the Office Park.

      (d) In the event that Sublessee or any of Sublessee's agents, employees,
representatives, invitees, vendors, licensees, sub-subtenants, assignees or
other party or entity entering the Office Park on behalf of or at the request of
Sublessee has caused, suffered or permitted, directly or indirectly, any Spill
in or affecting the Office Park, then Sublessee shall promptly and diligently
take all of the following actions:

            (i) notify Sublessor, as provided herein;

            (ii) take all steps necessary or required by (a) the Prime Lease and
(b) the NJDEP or the appropriate governmental or regulatory agency, to clean up
such Spill and any contamination related to the Spill, all in accordance with
the requirements, rules and regulations of gay or federal environmental
department or agency having jurisdiction over the Spill;

            (iii) fully restore the Office Park to its condition prior to the
Spill subject to the requirements of the Prime Lease and any applicable Laws and
as required by the NJDEP,

            (iv) allow Sublessor or its agents and any state or federal
environmental department or agency having jurisdiction thereof to monitor and
inspect all cleanup and restoration related to such Spill; and

            (v) provided Sublessee has not purchased or fails to maintain
environmental insurance liability coverage in the amount of at least One Million
($ 1,000,000) dollars, then if any clean-up or other remedial action is required
of Sublessee under this Section 34 which would cost more than $200,000 to
comply, at the written request of Sublessor, post a bond or obtain a letter of
credit for the benefit of Sublessor (drawn upon a company or bank satisfactory
to Sublessor) or deposit an amount of money in an escrow account under
Sublessor's name upon which bond, letter of credit or escrow Sublessee may draw,
and which bond, letter of credit or escrow shall be in an amount sufficient to
meet all of Sublessee's obligations under this Section 34. Sublessor shall have
the unfettered right to draw against the bond, letter of credit or escrow in its
discretion in the event that Sublessee is unable or unwilling to meet its
obligations under this paragraph or, if Sublessee fails to post a bond or obtain
a letter of credit or deposit such cash as is required herein, then Sublessor,
at Sublessee's cost and expense, may, but shall have no obligation, do so for
the benefit of Sublessee and do those things which Sublessee is required to do
under this Section 34 and Sublessee will reimburse Sublessor for all costs
incurred within ten (10) days of demand.

      (e) Sublessee hereby agrees that it will indemnify, defend, save and hold
harmless Sublessor and Prime Landlord and each of their respective members,
partners, officers, directors, employees and mortgagees (collectively
"INDEMNIFIED PARTIES") against and from, and to reimburse the Indemnified
Parties with respect to, any and all damages, claims, liabilities, losses, costs
and expenses (including, without limitation, reasonable attorneys' fees and
expenses, court costs, administrative costs, costs of appeals and all clean up,
administrative, fines, penalties and enforcement costs of applicable
governmental agencies) which may be incurred by or asserted

                                       30


against the Indemnified Parties, either directly or indirectly, by reason or
arising out of; (i) the breach of any representation or undertaking of Sublessee
under this Section 34; or (ii) the Treatment of any Hazardous Material or any
Spill caused by or related to Sublessee or any of its agents, employees,
representatives, contractors, invitees, vendors, licensees, sub-subtenants,
assignees or other party occupying the Subleased Premises or entering the Office
Park on behalf of or at the request of Sublessee; or (iii) the presence of any
Hazardous Materials in or upon the Subleased Premises which did not exist in or
upon the Subleased Premises prior to the Commencement Date of this Sublease.
Sublessee shall not be required to indemnify the Indemnified Parties for any
damages referred to herein if such damage results from the presence of any
Hazardous Materials existing in or on the Office Park or Subleased Premises
prior to the Commencement Date of this Sublease (the "PRE-EXISTING MATERIAL")
unless such damage is related to the disturbance or exacerbation of the
Pre-Existing Material or negligence or willful misconduct (which results in the
disturbance or exacerbation of the Pre-Existing Materials) by Sublessee or any
of its agents, employees, representatives, contractors, invitees, vendors,
licensees, sub-subtenants, assignees or other party occupying the Subleased
Premises or entity entering the Office Park on behalf of or at the request of
Sublessee.

      (f) Sublessor shall indemnify Sublessee and its members, partners,
officers, directors, employees against and from any and all damages, claims,
liabilities, losses, costs and expenses (including, without limitation,
reasonable attorneys' fees and expenses, court costs, administrative costs,
costs of appeals and all clean up, administrative, fines, penalties and
eaforcement costs of applicable governmental agencies) which may be incurred by
or asserted against same, either directly or indirectly, by reason of or arising
out of the Treatment of any Hazardous Material or any Spill caused by Sublessor
or any of its agents, employees, representatives, contractors, invitees, or
vendors with respect to the Subleased Premises. Sublessor shall notify Sublessee
of any Spill (of which it has received actual or constructive notice) that
adversely affects the Subleased Premises. Sublessor shall also (i) take all
steps required by the NJDEP to clean up any Spill that adversely affects
Sublessee's use of the Subleased Premises which is caused by Sublessor or any of
its agents, employees, representatives, contractors, invitees, or vendors, or
(ii) use reasonable efforts to have the Prime Landlord or any of Sublessor's
licensees, subtenants or assignees meet their obligations with respect to any
such Spill caused by such entities which adversely affects Sublessee's use of
the Subleased Premises.

      (g) The obligations of Sublessee and Sublessor under this Section 34 shall
survive any termination or satisfaction of this Sublease.

      (h) Sublessee shall comply with ISRA and all regulations promulgated
thereunder from to time and the requirements under the Prime Lease with respect
to the activities of Sublessee at the Subleased Premises including, without
limitation the closing, termination or transfer of any operation or other
activity of the Sublessee. Notwithstanding the foregoing, Sublessee shall
provide the evidence of compliance referred to in Section 12.4 of the Prime
Lease and any other ISRA requirements related to Sublessee's use of the
Subleased Premises at least six (6) months prior to Sublessee's surrender of the
Subleased Premises or any portion thereof. Sublessee hereby represents and
warrants that its NAICS No. is 541710 and that it shall

                                       31


inform Sublessor of any change in its NAICS number and obtain Sublessor's and
Landlord's consent for any change in the nature of its business to be conducted
in the Subleased Premises.

      (i) Sublessee shall have no responsibility for any ancillary or reporting
costs for ISRA compliance that arise as a result of any action or inaction of
Sublessor, including by way of example but without limitation, termination of
Sublessor's operations, except for such costs for which Sublessee would
otherwise be responsible pursuant to the terms of this Sublease.

35. TEMP LAB LICENSE. Provided Sublessee is not in default under the terms of
this Sublease, Sublessor grants Sublessee a license to use the laboratory space
and access thereto consisting of 1,280 rentable square feet and as depicted on
EXHIBIT C hereto (the "TEMP LAB"), for a term which shall commence upon the
delivery of possession of the Temp Lab to Sublessee (the " TEMP LAB COMMENCEMENT
DATE") and shall end on the date which is the six month anniversary of the Temp
Lab Commencement Date, or such earlier date upon which the Term hereunder may
expire or terminate pursuant to any provision set forth herein (the "TEMP LAB
EXPIRATION DATE") Sublessor estimates that the Temp Lab Commencement Date shall
occur no later than thirty (30) days after the Commencement Date of this
Sublease. Sublessee shall be entitled to use such Temp Lab pursuant to the terms
herein as if such Temp Lab were part of the Subleased Premises, provided however
that Sublessee shall not pay any Base Rent for said license but shall pay $10.50
per rentable square foot of the Temp Lab ($13,440 per annum; $ 1,120 per month)
as additional rent herein (the "TEMP LAB OPERATING EXPENSE CHARGE") subject to
the terms (including without limitation the escalations, in Section 4(a)) of
this Sublease. Commencing on the Commencement Date (and pro-rated for any
partial month), Sublessee shall pay the Temp Lab Operating Expense Charge in
equal monthly installments in advance on the first day of each month (prorated
for any partial month) without setoff or deduction whatsoever.

      (a) Sublessee shall accept the Temp Lab in its "as-is" condition and shall
keep the Temp Lab in good order and repair as if the Temp Lab were part of the
Subleased Premises. Sublessee shall not be entitled to make any alterations or
changes to the Temp Lab. Sublessee shall be entitled to use the fixtures (the
"FIXTURES") in the Temp Lab and shall take good care of the Fixtures at
Sublessee's sole cost and expense. All damage to the Fixtures shall be promptly
repaired by Sublessee at its sole cost and expense.

      (b) The Temp Lab is subject to all the terms and conditions of this
Sublease as if it were part of the Subleased Premises (including without
limitation, Sublessee's insurance requirements pursuant to Section 13 herein),
except as otherwise expressly set forth in this Section 35. Sublessor shall have
the right to enter upon the Temp Lab at any time to inspect the same or for any
other reason.

      (c) Sublessee shall use the Temp Lab solely as a temporary, but customary
science and chemistry laboratory and in compliance with the terms of the
Sublease (including, without limitation, the terms of Section 8), the Prime
Lease, all Laws and any policies and procedures with respect to the use of the
Temp Lab promulgated by Sublessor from time to time. Any policies and procedures
promulgated by Sublessor with respect to Sublessee's use of the Temp Lab shall
be in keeping with Sublessor's then applicable policies and procedures for use
of the

                                       32


Temp Lab or space similar to the Temp Lab. In no event shall the Temp Lab be
used as a vivarium. Sublessee shall also disclose to Sublessor the existence of
any toxic reagents to be brought into or used within the Temp Lab and
Sublessee's detailed safety precautions with respect to the use, storage and
handling of these reagents. In no event shall Sublessee store, use or bring or
cause to be stored, used or brought into the Temp Lab any "Scheduled" or
controlled substances.

      (d) Sublessee acknowledges and agrees that the privileges granted to
Sublessee hereunder shall merely constitute a license and shall not be deemed to
grant Sublessee a subtenancy, leasehold or other real property interest in the
Temp Lab or any portion thereof. Sublessee shall promptly vacate and remove all
its property from the Temp Lab on the Temp Lab Expiration Date (or sooner
termination of the license granted herein or this Sublease) and repair any
damage to the Temp Lab and/or the Fixtures therein so as to place the Temp Lab
and/or the fixtures therein as closely as possible, in the same condition as
existed as of the Temp Lab Commencement Date, normal wear and tear excepted
Sublessor shall have the right, in addition to all rights or remedies it may
have at law or in equity and to deny Sublessee access to the Temp Lab If
Sublessee fails to properly vacate the Temp Lab on or prior to the Temp Lab
Expiration Date.

36. DAMAGE; DESTRUCTION; CONDEMNATION.

      (a) If all or any part of the Subleased Premises or any other part of the
Building shall be damaged by fire or other casualty or be condemned or taken in
any manner for a public or quasi - public use, then (i) Sublessor shall not be
required by this Sublease to repair, restore or rebuild the same, (ii) the
parties acknowledge that Landlord shall be required to repair, restore or
rebuild the same to the extent provided in the Prime Lease, and (iii) if by
reason of any such fire or other casualty or condemnation Sublessor shall
receive an abatement of rent or additional rent relating directly to the
Subleased Premises, there shall be a corresponding abatement of Base Rent or
additional rent payable hereunder in proportion to the percentage of the
abatement of Base Rent and Additional Rent Sublessor receives under the Prime
Lease in respect of the Subleased Premises.

      (b) If the Prime Lease shall be terminated by either party thereto
pursuant to Article 11 thereof, Sublessor shall promptly deliver written notice
thereof to Sublessee and this Sublease shall terminate on and as of the same
date, without any liability of either party to the other on account thereof

      (c) If the Prime Lease shall terminate or be terminated (by either party
thereto) pursuant to Article 24 thereof, Sublessor shall promptly deliver
written notice thereof to Sublessee and this Sublease shall terminate on and as
of the same date, without liability of either party to the other on account
thereof.

      (d) Except as provided in subsection (g) hereto, this Sublease shall not
terminate by reason of any casualty or condemnation unless the Prime Lease is
terminated by Sublessor or Landlord pursuant to the terms of the Prime Lease.

                                       33


      (e) If any part of the Building shall be lawfully taken by condemnation or
in any other manner for any public or quasi-public use or purpose and this
Sublease shall not terminate pursuant to Section 36(c) hereof, then

            (i) this Sublease shall continue in full force and effect except as
provided below, and

            (ii) (A) if all of the Subleased Premises shall be so taken, then
this Sublease shall terminate, without liability of either party to the other on
account thereof, and (B) if any part, but not all, of the Subleased Premises
shall be so taken then (i) on the date of such taking this Sublease shall
terminate as to such part of the Subleased Premises, without liability of either
party with respect to such part on account thereof, and (ii) from and after such
date, the rents hereunder shall be reduced pro-rata according to the rentable
area of such part of the Subleased Premises.

      (f) In no event shall Sublessee be entitled to any portion of any award in
any proceeding with respect to any taking and Sublessee hereby assigns to
Sublessor any such portion or Interest which it may have by operation of law,
except that Sublessee may make a claim with respect to the unamortized portion
of its improvements to the Unfinished Space to the appropriate condemning
authority, provided that same does not reduce any award to Sublessor or Prime
Landlord.

      (g) Notwithstanding anything to the contrary herein, but without limiting
Prime Landlord's or Sublessor's rights under the Prime Lease, if during the last
two (2) years of the Term of this Sublease, the Subleased Premises are destroyed
by fire or other casualty which venders at least 1/3 of the floor area of the
Subleased Premises untenantable or unusable for Sublessee's intended use under
this Sublease, Sublessee shall have the right to terminate this Sublease upon
written notice to Sublessor within ten (10) days after the date of such
casualty.

      (h) In case of any termination of this Sublease (in whole or in part)
pursuant to this Section 36, rents shall be adjusted as of the date of
termination, and any prepaid rents shall be refunded.

37. ADDITIONAL LAB GASES. Sublessee at its sole cost and expense, shall have the
right to install supply tanks (the "TANKS") for the distribution of carbon
dioxide (CO(2)) gas and nitrogen gas to the Lab Space, Temp Lab and Unfinished
Space. The Tanks shall be located solely within the Premises in a location to be
approved by Sublessor in it's sole discretion. The Tanks shall be connected to
the existing piping within the Premises and Sublessee shall not make any
alterations to said existing piping without Sublessor's prior consent which
shall not be unreasonably withheld. Sublessee shall make and maintain all
connections to the existing piping in compliance with all Laws. The size and use
of such Tanks shall be in compliance with all Laws and subject to the approval
of Sublessor. Sublessee shall maintain such Tanks and connections in good order
and repair to avoid any leakage or other seepage from occurring with respect to
such Tanks and shall indemnify Landlord, pursuant to the terms of Section 12
herein, for any claim, liabilities, damages, losses costs and expenses arising
from or related to Sublessee's use, maintenance, storage or other handling of
the Tanks, the gasses within them and the connections

                                       34


thereto. Sublessor shall have no liability to Sublessee with respect to
Sublessee's use of the Tanks or additional lab gasses.

                            [SIGNATURE PAGE FOLLOWS]

                                       35


      IN WITNESS WHEREOF, this Sublease has been executed as of the day and year
first above written.

WITNESS:                                 SUBLESSOR:

                                         PURDUE PHARMA L.P.

By: ______________________               By: /s/ Diana Lenkowsky
                                             ------------------------
                                             Name: Diana Lenkowsky
                                             Title: Vice President

WITNESS:                                 SUBLESSEE:
                                         AMICUS THERAPEUTICS, INC.

By: ______________________               By: /s/ John F. Crowley
                                             ------------------------
                                             Name: John F. Crowley
                                             Title: CEO

                                       36

                                                                    EXHIBIT 10.8

                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

            THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Amended
Agreement"), dated as of April 28, 2006, between AMICUS THERAPEUTICS, INC., a
Delaware corporation having an office at 6 Cedar Brook Drive, Cranbury, New
Jersey 08512 (the "Company"), and JOHN F. CROWLEY, an individual residing at 15
Leonard Court, Princeton, NJ 08540 ("Employee").

                                    PREAMBLE

            WHEREAS, effective January 6, 2005, the Company and the Employee
entered into that certain Employment. Agreement (the "Original Agreement") and
this Amended Agreement amends and restates the Original Agreement;

            WHEREAS, since January 17, 2005, the Employee has served as the
Chief Executive Officer of the Company, and the Company desires to continue the
employment of Employee in the capacities of President and Chief Executive
Officer and Employee desires to continue such service, all pursuant to the
terms and conditions hereinafter set forth;

            NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and for ether good and valuable consideration, the sufficiency and
receipt whereof is hereby acknowledged, the parties agree as follows:

      SECTION 1. Definitions. Unless otherwise defined herein, the following
terms shall have the following respective meanings:

            "Cause" means for any of the following reasons: (i) willful or
deliberate misconduct by Employee that materially damages the Company; (ii)
misappropriation of Company assets; (iii) Employee's conviction of or a plea of
guilty or "no contest" to, a felony; or (iv) any willful disobedience of the
lawful and unambiguous instructions of the Board of Directors of the Company;
provided that the Board of Directors has given Employee thirty (30) days written
notice of such disobedience or neglect and Employee has failed to cure such
cause.

            "Change in Control Event" means any of the following (i) any person
or entity (except for a current stockholder) becomes the beneficial owner of
greater than 50% of the then outstanding voting power of the Company; (ii) a
merger or consolidation with another entity where the voting securities of the
Company outstanding immediately before the transaction constitute less than a
majority of the voting power of the voting securities of the Company or the
surviving entity outstanding immediately after the transaction, or (iii) the
sale or disposition of all or substantially all of the Company's assets.

            "Common Stock" means the common stock of the Company; par value $.01
per share.

            "Effective Date" means January 17, 2005.

            "Good Reason" means (i) a change in Employee's position with the
Company or its successor that materially reduces his title, duties, reporting
obligations or level of responsibility; or (ii) the relocation of the Company or
its successor greater than 25 miles away from the then current location of the
Company's principal offices, without the consent of Employee.



      SECTION 2. Employment.

            Subject to the terms and conditions of this Amended Agreement,
Employee is hereby employed by the Company to serve as its President and Chief
Executive Officer. Employee accepts such employment, and agrees to discharge all
of the duties normally associated with said positions, to faithfully and to the
best of his abilities perform such other services consistent with his position
as a senior executive officer as may from time to time be assigned to him by the
Board of Directors of the Company and to devote all of his business time, skill
and attention to such services. Notwithstanding the foregoing, however, Employee
may serve on the boards of directors of other companies, and in civic, cultural,
philanthropic and professional organizations so long as such service does not
detract from the performance of Employee's duties hereunder, such determination
to be made by the Board of Directors in its sole discretion. Employee may
continue service as an officer, U.S. Navy Reserve, and any periods of active
duty service shall not result in any reduction in compensation or benefits
payable to Employee under Section 3 of this Amended Agreement. At all times
during which Employee remains President and Chief Executive Officer of the
Company, Employee shall serve as a member of the Company's Board of Directors
and, at the request of the Company's Board of Directors, as an officer or
director of any Company affiliate, in each case without additional remuneration
therefor.

      SECTION 3. Compensation and Benefits.

            3.1 Base Salary. During the Employment Term (as defined in Section 5
hereof), the Company shall pay Employee a salary at the annual rate of $400,000
or such greater amount as the Company's Board of Directors may from time to time
establish pursuant to the terms hereof (the "Base Salary"). Such Base Salary
shall be reviewed annually and may be increased, but not decreased, by the Board
of Directors of the Company in its sole discretion. The Base Salary shall be
payable in accordance with the Company's customary payroll practices for its
senior management personnel.

            3.2 Bonus. During the Employment Term, Employee shall be eligible to
participate in the Company's bonus programs in effect with respect to senior
management personnel. Employee shall be eligible to receive an annual target
bonus of up to 50% of the Base Salary in cash (the "Bonus").

            3.3 Benefits

                  (a) Benefit Plans. During the Employment Term, Employee may
participate, on the same basis and subject to the same qualifications as other
senior management personnel of the Company, in any benefit plans (including
health and medical insurance of Employee, Employee's spouse and Employee's
dependents) and policies in effect with respect to senior management personnel
of the Company, including any stock option plan.

                  (b) Reimbursement of Expenses. During the Employment Term, the
Company shall pay or promptly reimburse Employee, upon submission of proper
invoices in accordance with the Company's normal procedures, for all reasonable
out-of-pocket business, entertainment and travel expenses incurred by Employee
in the performance of his duties hereunder.

                  (c) Medical Expenses. Effective May 1, 2006, the Company shall
secure and maintain during the Employment Term, at the expense of the Company,
an Executive Medical Reimbursement Contract with First Rehabilitation Life
Insurance Company of America, or a plan with another insurer providing
substantially similar benefits, covering Employee, Employee's spouse and
Employee's dependents (the "Health Plan Contract"). The Company shall reimburse
Employee for all out-of-pocket expenses (the "Out of Pocket Expenses") incurred
by Employee, Employee's spouse and

                                      - 2 -


Employee's dependents for ail "medical expenses" (as such term is defined in the
Internal Revenue Code of 1986, as amended (the "Code") and as interpreted by
federal courts) not otherwise reimbursed or covered under; (i) the Health Plan
Contract; (ii) any other existing health care insurance policy maintained by the
Company covering Employee, Employee's spouse and Employee's dependents; or (iii)
COBRA payments required to continue any health care insurance policies, if any,
currently covering Employee, Employee's spouse and Employee's dependents as of
the date of this Agreement, The amount of Out of Pocket Expenses to be
reimbursed to Employee: (x) shall be "grossed-up" such thai the Company shall
pay all Federal and state income taxes which the Employee shall incur as a
consequence of the Company's reimbursement of the Out of Pocket Expenses and the
grossing-up thereof; and (y) shall not exceed $220,000 (before grossing-up as
provided in (x) above). Employee shall submit reimbursement requests and the
Company shall reimburse Employee within the same framework and timeframe as
employees submit their business expense reimbursement requests. The
reimbursement of Out of Pocket Expenses for Employee's spouse and Employee's
dependents shall continue for a period of twelve (12) months following
Employee's death or Disability (as defined in Section 5.5).

                  (d) Vacation. During the Employment Term, Employee shall be
entitled to up to four (4) weeks of vacation in accordance with the policies of
the Company applicable to senior management personnel from time to time.

                  (e) Withholding. The Company shall be entitled to withhold
from amounts payable or benefits accorded to Employee under this Agreement all
federal, state and local income, employment and other taxes, as and in such
amounts as may be required by applicable law.

      Section 4. Employment Term. The term of this Agreement (the "Employment
Term") shall sad on the close of business on the first anniversary of the date
of this Amended Agreement. The Employment Term shall be automatically extended
for additional one-year periods (each a "Renewal Period") unless, at least sixty
(60) days prior to the end of the expiration of the Employment Term, Employee
notifies the Board of Directors or the Board of Directors notifies Employee that
the notifying party does not wish to extend such Employment Term. Employee's
employment hereunder shall be coterminous with the Employment Term, unless
sooner terminated as provided in Section 5.

      Section 5. Termination; Severance Benefits.

            5.1 Generally. Either the Board of Directors of the Company or
Employee may terminate Employee's employment hereunder, for any reason, at any
time prior to the expiration of the Employment Term, upon sixty (60) days prior
written notice to the other party. Upon termination of Employee's employment
hereunder for any reason, Employee shall be deemed simultaneously to have
resigned as a member of the Board of Directors of the Company and from any other
position or office he may at the time hold with the Company or any of its
affiliates.

            5.2 Termination by Employee.

                  (a) No Reason. If, prior to the expiration of the Employment
Term, Employee voluntarily resigns from his employment, other than for Good
Reason, Employee shall (i) receive no further Base Salary or Bonus hereunder,
other than accrued and unpaid Base Salary through and including the effective
date of termination of his employment with the Company (the "Accrued
Compensation") and (it) cease to be covered under or be permitted to participate
in or receive any of the benefits described in Section 3.3 hereof (provided,
however, that Employee shall be entitled to receive any benefits under Section
3.3 hereof to the extent such benefits have accrued through and including the
effective date of termination of his employment with the Company).

                                      - 3 -


                  (b) Good Reason. If, prior to the expiration of the Employment
Term, Employee terminates his employment hereunder for Good Reason, Employee
shall be entitled to receive an amount equal to Employee's then current Base
Salary, payable over eighteen (18) months in accordance with the Company's
customary payroll practices for its senior management personnel (the "Severance
Payment"), plus an amount equal to 1.5 (one and one-half) times the target Bonus
for the year in which such termination occurs (such amount being payable on the
effective date of the termination of Employee's employment with the Company),
plus any of the benefits under Section 3.3 hereof if and to the extent such
benefits have accrued through and including such effective date of termination
(such accrued benefits being payable on such effective date of the termination).
In addition, the vesting of the Options shall accelerate with respect to the
twelve (12) month period beginning on the date of Employee's effective date of
termination, and Employee shall continue to be covered under or be permitted to
participate in or receive the benefits described in paragraphs (a) and (c) of
Section 3.3 hereof for the period of time during which the Severance Payment is
payable to Employee.

            5.3 Termination by the Company.

                  (a) Without Cause. If, prior to the expiration of the
Employment Term, the Company terminates Employee's employment hereunder without
Cause or if the Board of Directors of the Company gives written notice pursuant
to Section 4 hereof notifying Employee that the Board of Directors does not wish
to extend the Employment Term, then Employee shall be entitled to receive the
Severance Payment commencing upon the effective date of the termination of
Employee's employment with the Company, shall be entitled to receive (on such
effective date of termination) benefits under Section 3.3(b) hereof to the
extent such benefits have accrued through and including such effective date of
termination, shall continue to be covered under or be permitted to participate
in or receive the benefits described in paragraphs (a) and (c) of Section 3.3
hereof for the period of time during which the Severance Payment is payable to
Employee, and shall be paid (on such effective date of termination) an amount
equal to 1.5 (one and one-half) times the target Bonus for the year in which
such termination occurs. In addition, the vesting of the Options shall
accelerate with respect to the twelve (12) month period beginning on the date of
Employee's effective date of termination and Employee shall continue to be
covered under or be permitted to participate in or receive applicable Benefits
for the period of time during which the Severance Payment is payable to
Employee.

                  (b) For Cause. If, prior to the expiration of the Employment
Term, the Company terminates Employee's employment hereunder for Cause, Employee
shall (i) receive no further base Salary or Bonus hereunder, other than Accrued
Compensation which shall be payable on the effective date of the termination of
Employee's employment with the Company and (ii) cease to be covered under or be
permitted to participate in or receive any of the benefits described in Section
3.3 hereof; provided, however, that (A) Employee shall be entitled to receive
(on such effective date of termination) any benefits under Section 3.3 hereof to
the extent such benefits have accrued through and including such effective date
of termination, and (B) if Employee is terminated for Cause hereunder solely as
a result of being convicted of a felony, which conviction is ultimately reversed
on appeal or pardoned, Employee shall be deemed to have been terminated without
Cause as of the date of such termination for Cause.

            5.4 Termination in Connection with a Change in Control Event. If,
prior to the expiration of the Employment Term, Employee resigns for Good Reason
or the Company terminates Employee's employment hereunder without Cause, or if
the Board of Directors of the Company gives written notice pursuant to Section 4
hereof notifying Employee that the Board of Directors does not wish to extend
the Employment Term, in each case within: (a) three (3) months prior to, or (b)
twelve (12) months following, the occurrence of a Change in Control Event,
Employee shall be entitled to receive an amount equal to two (2.0) times
Employee's then current Base Salary, payable over twenty-four (24)

                                      - 4 -


months, commencing upon the effective date of the termination of Employee's
employment with the Company, in accordance with the Company's customary payroll
practices for its senior management personnel (the "Change in Control Severance
Payment"), plus an amount equal to two (2.0) times the target Bonus for the year
in which such resignation or termination occurs (such amount being payable on
such effective date of termination), plus any of the benefits under Section 3.3
hereof if and to the extent such benefits have accrued through and including
such effective date of termination (such accrued benefits being payable on such
effective date of the termination). In addition, the Options shall vest in full,
any vesting requirements for any restricted stock grants shall lapse and
Employee shall continue to be covered under or be permitted to participate in or
receive the benefits described in paragraphs (a) and (c) of Section 3.3 hereof
for the period of time during which the Change in Control Severance Payment is
payable to Employee.

            5.5 Termination upon Death or Disability. Employee's employment
hereunder shall termination upon death of Employee. The Company may terminate
Employee's employment hereunder in the event Employee is disabled and such
disability continues for more than 180 days. "Disability" shall be defined as
the inability of Employee to render the services required of him, with or
without a reasonable accommodation, under this Agreement as a result of physical
or mental incapacity. In the event of death or termination by the Company due to
disability of Employee, the Company shall continue to pay to Employee or
Employee's estate, the compensation required under Section 3, for a period of
twelve (12) months.

            5.6 Release Required. In order to receive the Severance Payment or
the Change in Control Severance Payment, and other benefits under Section 5
hereof, including the acceleration of vesting of the Options, Employee must
execute and deliver to the Company a release, the form and substance of which
are acceptable to the Company.

      Section 6. Federal Excise Tax.

            6.1 General Rule. Employee's payments and benefits under this
Agreement and all other arrangements or programs related thereto shall not, in
the aggregate, exceed the maximum amount that may be paid to Employee without
triggering golden parachute penalties under Section 280G of the Code, and the
provisions related thereto with respect to such payments. If Employee's benefits
must be cut back to avoid triggering such penalties, Employee's benefits will be
cut back in the priority order Employee designates or, if Employee fails to
promptly designate an order, the priority order designated by the Company. If an
amount in excess of the limit set forth in this Section is paid to Employee,
Employee must repay the excess amount to the Company upon demand, with interest
at the rate provided in Code Section 1274(b)(2)(B). Employee and the Company
agree to cooperate with each other reasonably in connection with any
administrative or judicial proceedings concerning the existence or amount of
golden parachute penalties on payments or benefits Employee receives.

            6.2 Exception. Section 6.1 shall apply only if it increases the net
amount Employee would realize from payments and benefits subject to Section 6.1,
after payment of income and excise taxes by Employee on such payments and
benefits.

            6.3 Determinations. The determination of whether the golden
parachute penalties under Code Section 280G and the provisions related thereto
shall be made by counsel chosen by Employee and reasonably acceptable to the
Company. All other determinations needed to apply this Section 6 shall be made
in good faith by the Company's independent auditors.

                                      - 5 -


      Section 7. General.

            7.1 Confidentiality and Non-Competition Agreement. Employee and the
Company hereby ratify and re-affirm that certain Confidentiality and
Non-Competition Agreement dated January 26, 2005 (the "Confidentiality
Agreement").

            7.2 No Conflict. Employee represents and warrants that he has not
entered, nor will he enter, into any other agreements that restrict his ability
to fulfill his obligations under this Agreement and the Confidentiality
Agreement.

            7.3 Governing Law. This Agreement shall be construed, interpreted
and governed by the laws of the State of New Jersey, without regard to the
conflicts of law rules thereof.

            7.4 Binding Effect. This Agreement shall extend to and be binding
upon Employee, his legal representatives, heirs and distributes and upon the
Company, its successors and assigns regardless of any change in the business
structure of the Company.

            7.5 Assignment. Neither this Agreement nor any of the rights or
obligations hereunder shall be assigned or delegated by any party without the
prior written consent of the other party.

            7.6 Entire Agreement. Except for any stock option or stock award
agreements between the parties, this Agreement contains the entire agreement of
the parties with respect to the subject matter hereof. No waiver, modification
or change of any provision of this Agreement shall be valid unless in writing
and signed by both parties.

            7.7 Waiver. The waiver of any breach of any duty, term or condition
of this Agreement shall not be deemed to constitute a waiver of any preceding or
succeeding breach of the same or any other duty, term or condition of this
Agreement.

            7.8 Severability. If any provision of this Agreement shall be
unenforceable in any jurisdiction in accordance with its terms, the provision
shall be enforceable to the fullest extent permitted in that jurisdiction and
shall continue to be enforceable in accordance with its terms in any other
jurisdiction and the validity, legality and enforceability of the remaining
provisions contained herein shall not be affected thereby.

            7.9 Conflicting Agreements. In the event of a conflict between this
Agreement and any other agreement between Employee and the Company, the terms
and provisions of this Agreement shall control.

            7.10 Resolution of Disputes. Any claim or controversy arising out
of, or relating to, this Agreement, other than with respect to the
Confidentiality Agreement, between Employee and the Company (or any officer,
director, employee or agent of the Company), or the breach thereof, shall be
settled by arbitration administrated by the American Arbitration Association
under its National Rules for the Resolution, of Employment Disputes. Such
arbitration shall be held in New Jersey (or in such other location as the
Company may at the time be headquartered). The arbitration shall be conducted
before a three-member panel. Within fifteen (15) days after the commencement of
arbitration, each party shall select one person to act as arbitrator and the two
selected shall select a third arbitrator within ten (10) days of their
appointment.

            If the arbitrators selected by the parties are unable or fail to
agree upon the third arbitrator, the third arbitrator shall be selected by the
American Arbitration Association and shall be a

                                      - 6 -


member of the bar of the State of New Jersey actively engaged in the practice of
employment law for at least ten years. The arbitration panel shall apply the
substantive laws of the State of New Jersey in connection with the arbitration
and the New Jersey Rules of Evidence shall apply to all aspects of the
arbitration. The award shall be made within thirty days of the closing of the
hearing. Judgment upon the award rendered by the arbitrators(s) may be entered
by any Court having jurisdiction thereof.

            7.11 Notices. All notices pursuant to this Agreement shall be in
writing and shall be sent by prepaid certified mail, return receipt requested or
by recognized air courier service addressed as follows:

                  (i)   If to the Company to:

                        Amicus Therapeutics, Inc.
                        6 Cedar Brook Drive
                        Cranbury, New Jersey 08512

                  (ii)  If to Employee to:

                        John F. Crowley
                        15 Leonard Court
                        Princeton, New Jersey 08540

or to such other addresses as may hereinafter be specified by notice in writing
by either of the parties, and shall be deemed given three (3) business days
after the date so mailed or sent.

            7.12 Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original but all of which shall together
constitute one and the same agreement.

                            [Signature Page Follows]

                                      - 7 -


  IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

                                        /s/ John F. Crowley
                                        --------------------------------
                                        JOHN F. CROWLEY

                                        AMICUS THERAPEUTICS, INC.

                                        By:  /s/ P. Sherrill Neff
                                             ---------------------------
                                        Name: P. SHERRILL NEFF
                                        Title: CHAIRMAN, COMPENSATION COMMITTEE

                                      - 8 -

                                                                    EXHIBIT 10.9

NEW ENTERPRISE ASSOCIATES                       2490 Sand Hill Road
                                                Menlo Park, California 94025
                                                Tel: 650.854.9499
                                                Fax: 650.854.9397
                                                www.nea.com

   November 9, 2004

   HIGHLY CONFIDENTIAL
   TO BE READ BY ADDRESSEE ONLY

   Mr. Matthew R. Patterson
   1701 Jackson Street #709
   San Francisco, CA 94109

   Dear Matt:

   It has been a pleasure for all of us to meet and interact with you about
   opportunities with Amicus Therapeutics, and to discuss your role in making it
   a formidable biotechnology company. We are delighted, pending the..outcome of
   reference checks, to convey this offer to join the company as its Executive
   Vice President (EVP) Business Operations, and am confident that you will be
   an outstanding and successful leader in the company. We believe Amices'
   growth potential is tremendous and we sincerely and enthusiastically look
   forward to working with you.

   As we have discussed, you will be part of a team that will provide the
   leadership and strategic direction of Amicus. To that end, you will be
   employed on an "at-will" basis and will be responsible for the following;
   business development, human resources, IT and Facilities, intellectual
   property, business planning and strategy, product launch planning and program
   management. As Amicus succeeds, you will assist in appropriately growing the
   company and delegate various roles to additional executives you help hire.

   It is as exciting time to join Amicus, given the opportunities that the
   company is addressing. In your role, you will report to the CEO. Your
   individual compensation package, as outlined below, includes a variety of
   features which we believe will make your transition easier, both personally
   and professionally. Our overriding interest is to make sure you are intensely
   focused on, and handsomely rewarded for, the company's success.

   THE COMPENSATION PACKAGE

   Your starting salary will be at an annualized rate of Two Hundred arid Fifty
   Thousand Dollars ($250,000), minus customary deductions for federal and state
   taxes and the like, payable on regular company pay days. Your salary level
   will be reviewed annually.

Capital Partners for Entrepreneurs

                1119 St. Paul Street          One Freedom Square
                Baltimore, Maryland 21202     11951 Freedom Drive, Suite 1240
                Tel: 410.244.0115             Reston, VA 20190
                Fax: 410.752.7721             Tel: 703.709.9499
                                              Fax: 703.834.7579



Mr. Matthew R. Patterson
November 9, 2004
Page 2

throughout your employment with the company during the company's regular
performance review process.

Once you agree to join Amicus, you will receive a sign-on bonus of Twenty-Five
Thousand Dollars ($25,000), minus customary deductions for federal and states
taxes and the like.

In addition, you will be eligible for an annual performance bonus target of
Fifty Thousand Dollars ($50,000), minus customary deductions for federal and
states taxes and the like, payable in cash, based on the achievement of
company-wide and individual performance goals.

You will initially be granted an incentive stock option to purchase One and One
Half Percent (1.50%) of Amicus' current (B Round) fully diluted stock or
[724,101] shares, This option will have an exercise price equal to the current
fair market value of the company's common stock ($0.085) and will vest in the
following manner over the four (4) year period commencing on your start date:
(i) Twenty -five Percent (25%) of this grant will vest after twelve months and
(ii) the balance of the grant will vest ratably over the following thirty six
(36) months, subject to the terms of the Amicus Therapeutics 2002 Equity
Incentive Plan and a written agreement, which will include a right of first
refusal in favor of the company as required by our stockholders agreement, to be
provided by the company. This is a vesting schedule similar to that held by the
rest of the senior management team at the Company.

In addition to the foregoing stock options, you will be eligible to receive
additional stock options to be granted from time-to-time at the discretion of
the Board of Directors.

You will be reimbursed for reasonable relocation expenses up to One Hundred
Thousand Dollars ($100,000) to facilitate your move.

You may also participate in Amicus' standard employee benefits program, which
includes group medical, dental, life and disability insurance as well as a
company sponsored 401k savings and retirement plan, to the extent permissible
under the relevant plans.

If you are terminated without Cause, you will be eligible for a continuation of
six (6) months salary, an additional six (6) months of option vesting, plus
payment of a bonus payment equal to the bonus earned in the preceding year.
"Cause" means for any of the following reasons: (i) willful or deliberate
misconduct by you that materially damages the company; (ii) misappropriation of
company assets; (iii) conviction of or a plea of guilty or "no contest" to, a
felony; or (iv) any willful disobedience of the lawful and unambiguous
instructions of the CEO of the company; provided that the CEO has given you
written notice of such disobedience or neglect and you have failed to cure such
disobedience or neglect within a period reasonable under the circumstances.



Mr. Matthew R. Patterson
November 9, 2004
Page 3

If there is a Change in Control Event and you resign for Good Reason or are
terminated without Cause within six months of such Change in Control Event, then
(i) you will be entitled to receive a continuation of twelve (12) months salary,
plus payment of a bonus payment equal to the bonus earned in the preceding year
and (ii) all unvested stock options will have their remaining vesting schedule
accelerated so that all stock options are fully vested.

"Change in Control Event" means any of the following: (i) any person or entity
(except for a current stockholder) becomes the beneficial owner of greater than
50% of the then outstanding voting power of the company; (ii) a merger or
consolidation with another entity where the voting securities of the company
outstanding immediately before the transaction constitute less than a majority
of the voting power of the voting securities of the company or the surviving
entity outstanding immediately after the transaction, or (iii) the sale or
disposition of all or substantially all of the company's assets. "Good Reason"
means (i) a change in your position with the company or its successor that
materially reduces your title, duties or level of responsibility; or (ii) the
relocation of the company or its successor greater than 50 miles away from the
then current location of the company's principal offices.

Your right to receive accelerated vesting and severance payments pursuant to the
preceding three paragraphs shall be subject to the condition that you execute a
full release and waiver of all claims against the company and related parties,
in a form acceptable to the company.

You will be required to sign a confidentiality agreement, which includes
provisions relating to confidentiality of certain information, ownership of
inventions, and restrictions on certain activities in order to protect the
company's confidential information, trade secrets and goodwill, and a
non-competition agreement providing that you will not engage in a competitive
business during the term of your employment with the company and for a period of
one year following termination of your employment. Such agreements are signed by
all Amicus employees and consultants.

There is a two (2) year term on this agreement that will automatically renew
unless either party provides a thirty (30) day notice of termination.

This letter constitutes our entire offer regarding the terms and conditions of
your prospective employment with Amicus. It supersedes any prior agreements, or
other promises or statements (whether oral or written) regarding your proposed
employment with the company. The terms of your employment shall be governed by
the law of the State of New Jersey and any disputes shall be resolved in a court
of competent jurisdiction in New Jersey. This offer will expire, if not
accepted, by November 15, 2004. or if you do not commence fulltime employment
with the company within 60 days after such acceptance. We look forward to
receiving your signed acceptance of this offer



Mr. Matthew R. Patterson
November 9, 2004
Page 4

prior to November 15, with the expectation that you would begin working for
Amicus on December 1, 2004.

Matt, it is may sincere hope that you will accept the role as EVP, Business
Operations of Amicus Therapeutics, and help build it to be the highly successful
company we believe it will be. On behalf of the Board of Directors of Amicus, I
look forward to working with you in your role as EVP, Business Operations of the
company.

                                                With best regards,

                                                /s/ Michael Raab
                                                --------------------------
                                                Michael Raab
                                                Partner
                                                New Enterprise Associates

Agreed to and accepted: /s/ Matthew R. Patterson                 11/15/04
                        -----------------------------            --------
                        Matthew R. Patterson                       Date

                                                                   EXHIBIT 10.10
[AMICUS THERAPEUTICS LOGO]

June 3, 2005

Dr. Pedro Huertas
283 Simon Willard Road
Concord, MA 01742

Dear Pedro:

      On behalf of Amicus Therapeutics, Inc. (the "Company"), I am pleased to
confirm our offer to you for the position of Chief Development Officer reporting
to me. Your start date will be mutually agreed upon but no later then July 1,
2005.

      In consideration for all your services to be rendered to the Company your
annual base salary will be $275,000, to be paid semi-monthly in accordance
with the Company's payroll practices. Upon the completion of mutually agreed
upon individual goals and objectives as well as the achievement of specific
Company goals, you will be eligible to receive a bonus target of 25% of your
base salary, minus customary deductions. Once you agree to join Amicus, payable
with your first paycheck, you will receive a sign on bonus of $25,000 minus
customary deductions.

      Subject to approval by the Board of Directors, you will receive an
incentive stock option to purchase 724,101 shares of the Company's common stock.
The option will become exercisable over a four-year period as follows: 25% on
the first anniversary of the date of grant, and 75% in equal monthly increments
thereafter. The exercise price of the option will be the fair market value of
the Company's common stock on the date of grant. Shares issuable upon exercise
of the option will be subject to certain transfer restrictions including the
right of first refusal.

      Given that you currently reside over 50 miles from our location in
Cranbury NJ, you will be eligible to be initially reimbursed for reasonable
relocation expenses up to $25,000 to facilitate your move.

      If you are terminated without Cause, you will be eligible for a
continuation of six (6) months salary, an additional six (6) months of option
vesting, plus payment of a bonus payment equal to the bonus earned in the
preceding year. "Cause" means for any of the following reasons: (i) willful or
deliberate misconduct by you that materially damages the company; (ii)
misappropriation of company assets; (iii) conviction of or a plea of guilty or
"no contest" to, a felony; or (iv) any willful disobedience of the lawful and
unambiguous instructions of the CEO of the company; provided that the CEO has
given you written notice of such disobedience or neglect and you have failed to
cure such disobedience or neglect within a period reasonable under the
circumstances.


                                                                                  
675 U.S. Highway One     North Brunswick, NJ 08902    T: 732-745-9977     F: 732-745-9769     www.amicustherapeutics.com



Dr. Pedro Huertas
June 3, 2005
Page #2 of 3

      If there is a Change in Control Event and you resign for Good Reason or
are terminated without Cause within six months of such Change in Control Event,
then (i) you will be entitled to receive a continuation of twelve (12) months
salary, plus payment of a bonus payment equal to the bonus earned in the
preceding year and (ii) all unvested stock options will have their remaining
vesting schedule accelerated so that all stock options are fully vested.

      "Change in Control Event" means any of the following: (i) any person or
entity (except for a current stockholder) becomes the beneficial owner of
greater than 50% of the then outstanding voting power of the company; (ii) a
merger or consolidation with another entity where the voting securities of the
company outstanding immediately before the transaction constitute less than a
majority of the voting power of the voting securities of the company or the
surviving entity outstanding immediately after the transaction, or (iii) the
sales or disposition of all or substantially all of the company's assets. "Good
Reason" means (i) a change in your position with the company or its successor
that materially reduces your title, duties or level of responsibility; or (ii)
the relocation of the company or its successor greater than 50 miles away from
the then current location of the company's principal offices.

      Your right to receive accelerated vesting and severance payments pursuant
to the preceding three paragraphs shall be subject to the condition that you
execute a full release and waiver of all claims against the company and related
parties, in a form acceptable to the company.

      You will be eligible to participate in the Company's health benefits
program and are eligible to participate in the Company's 401(k) as well as any
other employee benefit plan(s) that are generally made available by the Company
to its employees from time to time when and as the Company may make them
available. In addition to the 12 days of paid holidays, you will be eligible for
fifteen (15) days paid vacation. Because the Company expects to regularly review
its benefit programs to keep them up to date and competitive, these programs are
subject to periodic adjustments so that certain features may be added, modified
or deleted over time.

      There is a two (2) year term on this agreement that will automatically
renew unless either party provides a thirty (30) day notice of termination.

      We also require that prior to the commencement of your employment you
execute the Company's Confidentiality, Disclosure and Non-Competition Agreement.
A copy of this agreement is attached.

      In accordance with the Immigration and Naturalization Control Act, all new
employees must provide documentation that they have the legal right to work in
the United States. A copy of Form I-9 and a list of the acceptable documents
confirming your right to work in the United States are also attached for your
convenience.



Dr. Pedro Huertas
June 3, 2005
Page #3 of 3

      To indicate your acceptance of our offer, please sign one copy of this
letter in the space indicated below and return it to the attention of Nicole
Schaeffer, Sr. Director Human Resources & Leadership Development on or before
June 17,2005. Acceptance of this offer constitutes your agreement with all of
the above terms and conditions of employment with Amicus Therapeutics, Inc., and
constitutes agreement to conform to Amicus Therapeutics, Inc. rules and
procedures. By signing below, you agree that no other promises, express or
implied, have been made to you either verbally or in writing and that no further
modifications to these terms and conditions will be effective except by a
written agreement signed by the Chief Executive Officer of the Company and you.

      The formality of this letter not withstanding, I extend my personal best
wishes and sincere pleasure that you are joining our team. I look forward to
working with you.

Sincerely,

/s/ John F. Crowley
- ------------------------
John F. Crowley
Chairman & CEO

I accept the offer of employment under the terms and conditions stated above. No
other promises, express or implied, have been made to me either verbally or in
writing.

BY: /s/ Pedro Huertas                             Date: 10 June 2005
    --------------------------
          Pedro Huertas

                                                                   EXHIBIT 10.11

[AMICUS THERAPEUTICS LOGO]

December 19,2005

Dr. David Lockhart
510 Torrey Point Road
Del Mar, CA 92014

Dear Dave:

      On behalf of Amicus Therapeutics, Inc. (the "Company"), I am pleased to
confirm out offer to you for the position of Chief Scientific Officer reporting
to me. We look forward to you starting on January 2, 2006.

      Prior to the commencement of your employment you will be required to
execute the Company's Confidentiality, Disclosure and Non-Competition Agreement.
A copy of this agreement is attached.

      In consideration for all your services to be rendered to the Company your
annual base salary will be $280,000, to be paid biweekly in accordance with the
Company's payroll practices. Upon the completion of mutually agreed upon
individual goals and objectives as well as the achievement of specific Company
goals, you will be eligible to receive a year and bonus target of 25% of your
base salary, minus customary deductions. Once you agree to join Amicus, payable
with your first paycheck, you will receive a sign on bonus of $20,000 minus
customary deductions.

      Upon approval by the Board of Directors, you will receive an incentive
stock option to purchase 750,000 shares of the Company's common stock, par value
$.01 per share (the "Common Stock") pursuant to a stock option agreement in form
and substance acceptable to the Company. The options will become exercisable
over a four-year period as follows 25% on the first anniversary of the date of
grant, and the remaining 75% in equal monthly increments thereafter. The
exercise price of the options will be the fair market value of the Company's
common stock on the date of grant. Shares issuable upon exercise of each option
will be subject to certain transfer restrictions including the right of first
refusal. Additionally, exercise of the options will be governed in accordance
with the provisions of the Company's stock option plan.

      You will be eligible to participate in the Company's health benefits
program and are eligible to participate in the Company's 401 (k) as well as any
other employee benefit plan(s) that are generally made available by the Company
to its employees from time to time when and as the Company may make them
available. You will be eligible for paid Company holidays as outlined in our
Holiday Policy and you will be eligible for twenty (20) days paid vacation,
three weeks during the year and one between Christmas and New Years. Vacation
acorues on a monthly basis. Because the Company expects to

6 Cadar Brook Drive Cranbury, NJ. 08512 T; ###-##-####   F: 609-662-2001
                                                      www.amicustherapeutics.com


Dr. David Lockhart
December 19, 2005
Page #2 of 3

regularly review its benefit programs to keep them up to date and competitive,
these programs are subject to periodic adjustments so that certain features may
be added, modified or deleted over time.

      Given that you currently reside over 50 miles from our location in
Cranbury NJ, you will be eligible to be reimbursed for reasonable
relocation/temporary housing expenses for an apartment, the cost of which needs
to be approved in advance by Nicole Schaeffer, Vice President Human Resources &
Leadership Development, and $500 per month for an automobile.

      If you are terminated without Cause, you will be eligible for a
continuation of six (6) months salary, an additional six (6) months of option
vesting, plus payment of a bonus payment equal to the bonus earned in the
preceding year. "Cause" means for any of the following reasons: (i) willful or
deliberate misconduct by you that materially damages the company; (ii)
misappropriation of company assets; (ii) conviction of or a plea of guilty or
"no contest" to, a felony; or (iv) any willful disobedience of the lawful and
unambiguous instructions of the CEO of the company; provided that the CEO has
given you written notice of such disobedience or neglect and you have failed to
cure such disobedience or neglect within a period reasonable under the
circumstances.

      If there is a Change in Control Event and you resign for Good Reason or
are terminated without Cause within six months of such Change in Control Event,
then (i) you will be entitled to receive a continuation of twelve (12) months
salary, plus payment of a bonus payment equal to the bonus earned in the
preceding year and (ii) all unvested stock options will have their remaining
vesting schedule accelerated so that all stock options are fully vested.

      "Change in Control Event" means any of the following: (i) any person or
entity (except for a current stockholder) becomes the beneficial owner of
greater than 50% of the then outstanding voting power of the company; (ii) a
merger or consolidation with another entity where the voting securities of the
company outstanding immediately before the transaction constitute less than a
majority of the voting power of the voting securities of the company or the
surviving entity outstanding immediately after the transaction, or (iii) the
sales or disposition of all or substantially all of the company's assets. "Good
Reason" means (i) a change in your position with the company or its successor
that materially reduces your title, duties or level of responsibility; or (ii)
the relocation of the company or its successor greater than 50 miles away from
the then current location of the company's principal offices.

      Your right to receive accelerated vesting and severance payments pursuant
to the preceding three paragraphs shall be subject to the condition that you
execute a full release and waiver of all claims against the company and related
parties, in a form acceptable to the company.



Dr. David Lockhart
December 19, 2005
Page #3 of 3

      There is a two (2) year term on this agreement that will automatically
renew unless either party provides a thirty (30) day notice of termination.

      In accordance with the Immigration and Naturalization Control Act, all new
employees must provide documentation that they have the legal right to work in
the United States. A copy of Form I-9 and a list of the acceptable documents
confirming your right to work in the United States are also attached for your
convenience.

      To indicate your acceptance of our offer, please sign one copy of this
letter in the indicated below and return it to the attention of Nicole
Schaeffer, Vice President, Human Resources & Leadership Development on or before
January 2, 2006. Acceptance of this offer constitutes your agreement with all of
the above terms and conditions of employment with Amicus Therapeutics, Inc., and
constitutes agreement to conform to Amicus Therapeutics, Inc. rules and
procedures. By signing below, you agree that no other promises, express or
implied, have been made to you either verbally or in writing and that no further
modifications to these terms and conditions will be effective except by a
written agreement signed by the Chief Executive Officer of the Company and you.

      The formality of this letter not withstanding, I extend my personal best
wishes and sincere pleasure that you are joining our team. I look forward to
working with you.

Sincerely,

/s/ John F. Crowley
John F. Crowley
Chairman & CEO

I accept the offer of employment under the terms and conditions stated above. No
other promises, express or implied, have been made to me either verbally or in
writing.

By: /s/ David Lockhart                         Date: 01/02/06
    --------------------------
David Lockhart

                                                                   EXHIBIT 10.12

[AMICUS THERAPEUTICS LOGO]


February 2, 2006

Dr. Karin Ludwig
174 Washington Street, #4H
Jersey City, NJ 07302

Dear Karin:

      On behalf of Amicus Therapeutics, Inc. (the "Company"), I am pleased to
confirm our offer to you for the position of Sr. Vice President, Clinical
Research reporting to me. Your start date will be mutually agreed upon but no
later then February 21, 2006.

      Prior to the commencement of your employment you will be required to
execute the Company's Confidentiality, Disclosure and Non-Competition Agreement.
A copy of this agreement is attached. In addition, as a condition of employment
Amicus requires a pre-employment drug screening.

      In consideration for all your services to be rendered to the Company your
annual base salary will be $235,000, to be paid bi-weekly in accordance with the
Company's payroll practices. Upon the completion of mutually agreed upon
individual goals and objectives as well as the achievement of specific Company
goals, you will be eligible to receive a year end bonus target of 25% of your
base salary, minus customary deductions. Once you agree to join Amicus, payable
with your first paycheck, you will receive a sign on bonus of $60,000 minus
customary deductions.

      Upon approval by the Board of Directors, you will receive an incentive
stock option to purchase 450,000 shares of the Company's common stock, par value
$.01 per share (the "Common Stock") pursuant to a stock option agreement in form
and substance acceptable to the Company. The options will become exercisable
over a four-year period as follows: 25% on the first anniversary of the date of
grant, and the remaining 75% in equal monthly increments thereafter. The
exercise price of the options will be the fair market value of the Company's
common stock on the date of grant. Shares issuable upon exercise of each option
will be subject to certain transfer restrictions including the right of first
refusal. Additionally, exercise of the options will be governed in accordance
with the provisions of the Company's stock option plan.

      You will be eligible to participate in the Company's health benefits
program and are eligible to participate in the Company's 401(k) as well as any
other employee benefit plan(s) that are generally made available by the Company
to its employees from time to time when and as the Company may make them
available. You will be eligible for paid Company holidays as outlined in our
Holiday Policy and you will be eligible for twenty


                                                                   
6 Cedar Brook Drive   Cranbury, NJ 08512   T: 609-662-2000   F: 609-662-2001   www.amicustherapeutics.com



Dr. Karin Ludwig
February 2, 2006
Page #2 of 3

(20) days paid vacation, three weeks during the year and one between Christmas
and New Years. Vacation accrues on a monthly basis. Because the Company expects
to regularly review its benefit programs to keep them up to date and
competitive, these programs are subject to periodic adjustments so that certain
features may be added, modified or deleted over time.

      If you are terminated without Cause, you will be eligible for a
continuation of six (6)month salary, an additional six (6) months of option
vesting, plus payment of a bonus payment equal to the bonus earned in the
preceding year. "Cause" means for any of the following reasons: (i) willful or
deliberate misconduct by you that materially damages the company; (ii)
misappropriation of company assets; (iii) conviction of or a plea of guilty or
"no contest" to, a felony; or (iv) any willful disobedience of the lawful and
unambiguous instructions of the CEO of the company; provided that the CEO has
given you written notice of such disobedience or neglect and you have failed to
cure such disobedience or neglect within a period reasonable under the
circumstances.

      If there is a Change in Control Event and you resign for Good Reason or
are terminated without Cause within six months of such Change in Control Event,
then (i) you will be entitled to receive a continuation of twelve (12) months
salary, plus payment of a bonus payment equal to the bonus earned in the
preceding year and (ii) all unvested stock options will have their remaining
vesting schedule accelerated so that all stock options are fully vested.

      "Change in Control Event" means any of the following: (i) any person or
entity (except for a current stockholder) becomes the beneficial owner of
greater than 50% of the then outstanding voting power of the company; (ii) a
merger or consolidation with another entity where the voting securities of the
company outstanding immediately before the transaction constitute less than a
majority of the voting power of the voting securities of the company or the
surviving entity outstanding immediately after the transaction, or (iii) the
sales or disposition of all or substantially all of the company's assets. "Good
Reason" means (i) a change in your position with the company or its successor
that materially reduces your title, duties or level of responsibility; or (ii)
the relocation of the company or its successor greater than 50 miles away from
the then current location of the company's principal offices.

      Your right to receive accelerated vesting and severance payments pursuant
to the preceding three paragraphs shall be subject to the condition that you
execute a full release and waiver of all claims against the company and related
parties, in a form acceptable to the company.

      There is a two (2) year term on this agreement that will automatically
renew unless either party provides a thirty (30) day notice of termination.




Dr. Karin Ludwig
February 2, 2006
Page # 3 of 3

      In accordance with the Immigration and Naturalization Control Act, all new
employees must provide documentation that they have the legal right to work in
the United States. A copy of Form I-9 and a list of the acceptable documents
confirming Your right to work in the United States are also attached for your
convenience.

      To indicate your acceptance of our offer, please sign one copy of this
letter in the space indicated below and return it to the attention of Nicole
Schaeffer, Vice President, Human Resources & Leadership Development on or before
February 8, 2006. Acceptance of this offer constitutes your agreement with all
of the above terms and conditions of employment with Amicus Therapeutics, Inc.,
and constitutes agreement to conform to Amicus Therapeutics, Inc. rules and
procedures. By signing below, you agree that no other promises, express or
implied, have been made to you either verbally or in writing and that no further
modifications to these terms and conditions will be effective except by a
written agreement signed by the Chief Executive Officer of the Company and you.

      The formality of this letter not withstanding, I extend my personal best
wishes and sincere pleasure that you are joining our team. I look forward to
working with you.

Sincerely,

/s/ John F. Crowley
- -------------------
John F. Crowley
Chairman & CEO

I accept the offer of employment under the terms and conditions stated above. No
other promises express or implied, have been made to me either verbally or in
writing.

By: /s/ Karin Ludwig                             Date: 2/6/2006
    ----------------
      Karin Ludwig

                                                                   EXHIBIT 10.13
[AMICUS THERAPEUTICS LOGO]


                                LETTER AGREEMENT

                                        March 6, 2006

David Palling, Ph.D.
120 Summit Avenue
Upper Montclair, New Jersey 07043

      Re: CHANGE IN CONTROL AGREEMENT

Dear David:

On behalf of Amicus Therapeutics, Inc., (the "Company"), this shall serve to
confirm our agreement in the event of a Change in Control, Sale or Merger of the
Company. By accepting the terms of this Letter Agreement, you agree that the
rights identified in this Letter Agreement contain the complete understanding
between you and the Company related to Change in Control payments. The July 18,
2002 Offer of Employment Letter countersigned by you ("July 18, 2002 Offer
Letter," attached hereto), shall otherwise remain in full force and effect and
is hereby confirmed and ratified.

CHANGE IN CONTROL

If there is a Change in Control Event and you resign for Good Reason or are
terminated without Cause within six months of such Change in Control Event, then
(i) you will be eligible to receive a continuation of twelve (12) months salary,
plus payment of a bonus payment equal to the bonus earned in the preceding year
and (ii) all unvested stock options will have their remaining vesting schedule
accelerated so that all stock options are fully vested.

"Change in Control Event" means any of the following: (i) any person or entity
(except for a current stockholder) becomes the beneficial owner of greater than
50% of the then outstanding voting power of the company, (ii) a merger or
consolidation with another entity where the voting securities of the company
outstanding immediately before the


                                                                    
6 Cedar Brook Drive    Cranbury, NJ 08512   T: 609-662-2000   F: 609-662-2001   www.amicustherapeutics.com


transaction constitute less than a majority of the voting power of the voting
securities of the company or the surviving entity outstanding immediately after
the transaction or (iii) the sale or disposition of all or substantially all of
the company's assets. "Good Reason" means (a) a change in your position with the
company or its successors that materially reduces your title, duties or level of
responsibility; or (b) the relocation of the company or its successor greater
than 50 miles away from the then current location of the company's principal
officers.

Your right to receive accelerated vesting and salary continuation payments
pursuant to the preceding two paragraphs will be subject to and contingent upon
your signing a waiver of rights releasing the Company from any and all further
liability or responsibility.

EMPLOYMENT "AT-WILL"

It is important that you understand that the Company does not guarantee
employment for any specific period of time. You will continue to be employed on
at "at-will" basis. This means that both the Company and you will have the right
to terminate your employment at any time, for any reason, with or without prior
notice or cause. Neither you nor the Company will have an express or implied
contract limiting your right to resign or the Company's right to terminate your
employment at any time, for any reason, with or without prior notice or cause.
The "at-will" relationship will apply to you throughout your employment and
cannot be changed except by an express individual written employment agreement
signed by you and the Chief Executive Officer of the Company.

It is understood and agreed that this Letter Agreement constitutes the full
agreement between you and the Company on the subject of Change in Control
payments. To indicate your acceptance of the terms and conditions set forth
herein, please sign one copy of this Letter Agreement in the space indicated
below and return it to my attention on or before March 13, 2006. By signing
below, you agree that no other promises, express or implied, have been made to
you either verbally or in writing and that no further modifications to these
terms and conditions will be effective except by a written agreement signed by
the Chief Executive Officer of the Company and you and as authorized by the
Company's Board of Directors.

                                        Very truly yours,

                                        /s/ John F. Crowley
                                        -----------------------------------
                                        John F. Crowley
                                        Chairman and Chief Executive Officer

ACCEPTED AND AGREED:

By: /s/ David Palling                   Date: March 9, 2006
    -------------------
    David Palling, Ph.D.

                                                                   EXHIBIT 10.14

[AMICUS THERAPEUTICS LOGO]

                                LETTER AGREEMENT

                                        March 6, 2006

S. Nicole Schaeffer
12 Flintlock Drive
Warren, New Jersey 07059

        Re: SEVERANCE AND CHANGE IN CONTROL AGREEMENTS

Dear Nicole:

On behalf of Amicus Therapeutics, Inc., (the "Company"), this shall serve to
confirm our agreement in the event Amicus terminates your employment without
cause or in the event of a Change in Control, Sale or Merger of the Company. By
accepting the terms of this Letter Agreement, you agree that the rights
identified in this Letter Agreement contain the complete understanding between
you and the Company related to Severance and change in Control payments. The
February 28, 2005 Offer of Employment Letter countersigned by you ("February
28, 2005 Offer Letter," attached hereto), shall otherwise remain in full force
and effect and is hereby confirmed and ratified.

SEVERANCE PAY

In the event that your employment is terminated by the Company, except for
"Cause" as defined below, you will be eligible for a continuation of six (6)
months salary at the rate in effect at the time of termination following such
termination ("Severance Pay"). "Cause" means for any of the following reasons
(i) willful or deliberate misconduct by you that materially damages the company;
(ii) misappropriation of company assets; (iii) conviction of, or a plea of
guilty or "no contest" to, a felony or (iv) any willful disobedience of the
lawful and unambiguous instructions of the CEO of the Company; provided that the
CEO has given you written notice of such disobedience or neglect and you have
failed to cure such disobedience or neglect within a period reasonable under the
circumstances. Payment of Severance by the Company will be subject to and
contingent


                                                                      
6 Cedar Brook Drive    Cranbury, NJ 08512    T: 609-662-2000    F: 609-662-2001   www.amicustherapeutics.com



upon your signing a waiver of rights releasing the Company from any and all
further liability or responsibility.

CHANGE IN CONTROL

If there is a Change in Control Event and you resign for Good Reason or are
terminated without Cause within six months of such Change in Control Event, then
(i) you will be eligible to receive a continuation of twelve (12) months
salary, plus payment of a bonus payment equal to the bonus earned in the
preceding year and (ii) all unvested stock options will have their remaining
vesting schedule accelerated so that all stock options are fully vested.

"Change in Control Event" means any of the following: (i) any person or entity
(except for a current stockholder) becomes the beneficial owner of greater than
50% of the then out standing voting power of the company; (ii) a merger or
consolidation with another entity where the voting securities of the company
outstanding immediately before the transaction constitute less than a majority
of the voting power of the voting securities of the company or the surviving
entity outstanding immediately after the transaction or (iii) the sale or
disposition of all or substantially all of the company's assets. "Good Reason"
means (a) a change in your position with the company or its successors that
materially reduces your title, duties or level of responsibility; or (b) the
relocation of the company or its successor greater than 50 miles away from the
then current location of the company's principal officers.

Your right to receive accelerated vesting and salary continuation payments
pursuant to the preceding two paragraphs will be subject to and contingent upon
your signing a waiver of rights releasing the Company from any and all further
liability or responsibility.

EMPLOYMENT "AT-WILL"

It is Important that you understand that the Company does not guarantee
employment for any specific period of time. You will continue to be employed on
at "at-will" basis. This means that both the Company and you will have the right
to terminate your employment at any time, for any reason, with or without prior
notice or cause. Neither you nor the Company will have an express or implied
contract limiting your right to resign or the Company's right to terminate your
employment at any time, for any reason, with or without prior notice or cause.
The "at-will" relationship will apply to you throughout your employment and
cannot be changed except by an express individual written employment agreement
signed by you and the Chief Executive Officer of the Company.

It is understood and agreed that this Letter Agreement constitutes the full
agreement between you and the Company on the subjects of Severance and Change in
Control Payments. To indicate your acceptance of the terms and conditions set
forth herein, please sign one copy of this Letter Agreement in the space
indicated below and return it to my attention on or before March 13, 2006. By
signing below, you agree that no other promises, express or implied, have been
made to you either verbally or in writing and that


no further modifications to these terms and conditions will be effective except
by a written agreement signed by the Chief Executive Officer of the Company and
you and as authorized by the Company's Board of Directors.

                                        Very truly yours,

                                        /s/ John F. Crowley
                                        ------------------------------------
                                        John F. Crowley
                                        Chairman and Chief Executive Officer

ACCEPTED AND AGREED:

By: /s/ S. Nicole Schaeffer             Date: 3-9-06
    ------------------------
       S. Nicole Schaeffer

                                                                   EXHIBIT 10.15

[AMICUS THERAPEUTICS LOGO]


                                LETTER AGREEMENT

                                  March 6, 2006

Dr. Gregory P. Licholai
4 Meadow Lane
Pennington, New Jersey 08534

     Re: CHANGE IN CONTROL AGREEMENT

Dear Greg:

On behalf of Amicus Therapeutics, Inc., (the "Company"), this shall serve to
confirm our agreement in the event of a Change in Control, Sale or Merger of the
Company. By accepting the terms of this Letter Agreement, you agree that the
rights identified in this Letter Agreement contain the complete understanding
between you and the Company related to Change in Control payments. The December
15, 2004 Offer of Employment Letter countersigned by you ("December 15, 2004
Offer Letter," attached hereto), shall otherwise remain in full force and effect
and is hereby confirmed and ratified.

CHANGE IN CONTROL

If there is a Change in Control Event and you resign for Good Reason or are
terminated without Cause within six months of such Change in Control Event, then
(i) you will be eligible to receive a continuation of twelve (12) months salary,
plus payment of a bonus payment equal to the bonus earned in the preceding year
and (ii) all unvested stock options will have their remaining vesting schedule
accelerated so that all stock options are fully vested.

"Change in Control Event" means any of the following: (i) any person or entity
(except for a current stockholder) becomes the beneficial owner of greater than
50% of the then outstanding voting power of the company; (ii) a merger or
consolidation with another entity where the voting securities of the company
outstanding immediately before the



                                                                   
6 Ceder brook Drive   Cranbury, NJ 08512    T: 609-662-2000  F: 609-662-2001   www.amicustherapeutics.com




transaction constitute less than a majority of the voting power of the voting
securities of the company or the surviving entity outstanding immediately after
the transaction or (iii) the sale or disposition of all or substantially all of
the company's assets. "Good Reason" means (a) a change in your position with the
company or its successors that materially reduces your title, duties or level of
responsibility; or (b) the relocation of the company or its successor greater
than 50 miles away from the then current location of the company's principal
officers.

Your right to receive accelerated vesting and salary continuation payments
pursuant to the preceding two paragraphs will be subject to and contingent upon
your signing a waiver of rights releasing the Company from any and all further
liability or responsibility.

EMPLOYMENT "AT-WILL"

It is Important that you understand that the Company does not guarantee
employment for any specific period of time. You will continue to be employed on
at "at-will" basis. This means that both the Company and you will have the right
to terminate your employment at any time, for any reason, with or without prior
notice or cause. Neither you nor the Company will have an express or implied
contract limiting your right to resign or the Company's right to terminate your
employment at any time, for any reason, with or without prior notice or cause.
The "at-will" relationship will apply to you throughout your employment and
cannot be changed except by an express individual written employment agreement
signed by you and the Chief Executive Officer of the Company.

It is understood and agreed that this Letter Agreement constitutes the full
agreement between you and the Company on the subject of Change in Control
payments. To indicate your acceptance of the terms and conditions set forth
herein, please sign one copy of this Letter Agreement in the space indicated
below and return it to my attention on or before March 13, 2006. By signing
below, you agree that no other promises, express or implied, have been made to
you either verbally or in writing and that no further modifications to these
terms and conditions will be effective except by a written agreement signed by
the Chief Executive Officer of the Company and you and as authorized by the
Company's Board of Directors.

                                           Very truly yours,

                                           /s/ John Crowley
                                           John Crowley
                                           Chairman and Chief Executive Officer

ACCEPTED AND AGREED:

By: /s/ Dr. Gregory P. Licholai          Date: 3/14/06
    -------------------------------
        Dr. Gregory P. Licholai

                                                                   EXHIBIT 10.16

                              CONSULTING AGREEMENT

                        Effective as of February 28, 2006

      AMICUS THERAPEUTICS, INC. (the "Company"), a Delaware corporation, having
its place of business at 6 Cedar Brook Drive, Cranbury, NJ 08512 and Donald J.
Hayden, Jr. ("Consultant"), residing at 9 Larkspur Lane, Newtown, PA 18940
hereby agree as follows:

1. Basis for Agreement. The Company is engaged in the business of developing
inventions, know-how and trade secrets, and marketing and selling products
pertaining to the Technological Field (as hereinafter defined) ("Business").
Consultant is an experienced executive in the pharmaceutical field and desires
to aid in the Company's executive management and leadership. The purpose of this
Agreement is to set forth the terms and conditions under which Consultant will
provide consulting services and work product.

2. Definitions. For the purposes of this Agreement, the following terms when
used in the singular or plural shall have the following meanings:

2.1 Effective Date. The term "Effective Date" shall mean the date first above
written.

2.2 Technological Field. The term "Technological Field" shall mean the research,
development and/or commercialization of pharmacological or other small molecule
approaches to the treatment of genetic diseases.

3. Consulting Services. The following provisions shall relate to the terms and
conditions of consulting services to be rendered by Consultant to the Company
hereunder:

3.1 Consulting Term. Subject to the terms and conditions contained herein, the
Company agrees to retain Consultant and Consultant agrees to serve as a
consultant for a term commencing with the Effective Date and ending on the
second (2nd) anniversary of the Effective Date. Thereafter, the consulting term
and this Agreement shall be automatically extended on a year-to-year basis
unless otherwise terminated in accordance with Section 8.

3.2 Duties. Subject to the terms and conditions contained herein, Consultant
agrees to render services to the Company in the areas of executive management,
commercialization, business development and leadership.

3.3 Availability. Consultant shall make himself available to the Company for
consulting services as described herein when and as reasonably required by the
Company. Consultant agrees to provide the equivalent of 20% of his working time
to the

                                  Page 1 of 8



Company on a mutually flexible, agreeable and convenient time. Such consulting
services shall be carried out at the Company's offices or elsewhere as may be
agreed between the parties to this Agreement. It is expressly understood that
Consultant will arrange the times to render consulting services to meet the
requirements of the Company, which will give due consideration to Consultant's
work habits, and to Consultant's obligations to the Company.

4. Confidentiality Agreement. Consultant shall execute and deliver a
Confidentiality Agreement substantially in the form attached hereto as Exhibit
A.

5. Compensation.

5.1 Fees. Consultant shall receive an annual fee of $60,000 for services as a
consultant to the Company. This fee shall be payable monthly in arrears.

5.2 Reimbursement. The Company shall reimburse Consultant for Consultant's
reasonable, documented out-of-pocket expenses.

6. Independent Contractor. Consultant's relationship to the Company under this
Agreement is that of an independent contractor. Consultant is not an agent,
joint venturer, partner, or employee of the Company. No act or obligation,
express or implied, of the Consultant is in any way binding upon the Company
except as expressly set forth herein. Consultant is responsible for obtaining
all necessary licenses and permits for the conduct of Consultant's business and
in all other ways fully complying with the requirements of applicable laws,
including but not limited to the payment of all income and withholding taxes
with respect to payments from the Company pursuant to this Agreement.

7. Warranty. Consultant represents and warrants that he (i) has the right and
authority to enter into this Agreement and to perform his obligations as
described in this Agreement; (ii) shall perform such obligations in a
professional manner; (iii) will not infringe on, violate or misappropriate any
patent, copyright, trade secret, trademark or other proprietary right of any
entity in performing such obligations; and (iv) is free to enter into and
perform this Agreement without violating the provisions of any other agreement,
written or oral, to which he is a party.

8. Termination. This Agreement may be terminated by either party at any time
upon thirty (30) days prior written notice to the other.

9. Miscellaneous Provisions. The following miscellaneous provisions shall also
apply to this Agreement:

                                  Page 2 of 8



9.1 Notices. All notices and communications provided for hereunder shall be in
writing and shall be mailed or delivered to the business address of the parties
to this Agreement, or to such other address as either party shall designate in
writing to the other.

9.2 Successors and Assigns. The rights and obligations of the Company under this
Agreement shall bind and inure to the benefit of the Company and its successors
and assigns. The Company shall have the right to freely assign, delegate, or
transfer any of its rights and obligations under this Agreement. The rights and
obligations of Consultant under this Agreement are personal to Consultant and
may not be assigned, delegated or transferred without the prior written consent
of the Company, except for the right to payment hereunder.

9.3 Governing Law. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of New Jersey, without regard to the
conflicts of laws rules thereof.

9.4 Entire Agreement. This Agreement constitutes the entire understanding
between the parties hereto with respect to the subject matter hereof. No
modifications, extension or waiver of any provisions hereof or any release of
any right hereunder shall be valid, unless the same is in writing and is
consented to by both parties hereto.

9.5 Headings. The headings in this Agreement are intended solely for convenience
of reference and shall be given no effect in the construction or interpretation
of this Agreement.

9.6 Counterparts. This Agreement may be executed simultaneously in multiple
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same Agreement.

                                  Page 3 of 8



      IN WITNESS WHEREOF, the parties hereto have executed this Consulting
Agreement as of the date first written above.

                                      AMICUS THERAPEUTICS, INC.

                                      By: /s/ John F. Crowley
                                          -----------------------------------
                                          Name: John F. Crowley
                                          Title: Chief Executive Officer

                                      CONSULTANT

                                      /s/ Donald J. Hayden, Jr.
                                      -----------------------------
                                      Signature

                                      SS# or EIN: (omitted)

                                  Page 4 of 8



                                    EXHIBIT A

February 28, 2006

Donald J. Hayden, Jr.
9 Larkspur Lane
Newtown, PA 18940

Re: Confidentiality Agreement ("Agreement")

Dear Don:

In connection with your engagement as a consultant (the "Relationship") with
Amicus Therapeutics, Inc. (the "Company"), the Company expects to make available
to you certain nonpublic information concerning its businesses, financial
condition, operations, assets and liabilities. As a condition to such
information being furnished to you and your partners, directors, officers,
employees, agents, advisors, and your affiliated or subsidiary companies
(including, without limitation, attorneys, accountants, consultants, bankers and
financial advisors) (collectively, "Representatives"), you agree to treat any
nonpublic information concerning the Company (whether prepared by the Company,
its Representatives or otherwise and irrespective of the form of communication)
which is furnished hereunder to you or to your Representatives by or on behalf
of the Company in accordance with the provisions of this Agreement, and to take
or abstain from taking certain other actions hereinafter set forth.

            1. CONFIDENTIAL INFORMATION.

                  (a) "Trade Secrets" shall mean information belonging to the
Company or its Representatives (collectively, the "Disclosing Party") or
licensed by it including, without limitation, formulae, patterns, compilations,
programs, devices, methods, techniques, or processes (including such information
that has commercial value to the Disclosing Party from a negative viewpoint,
such as the results of research which proves that certain processes used to
attempt to develop new technology will be unsuccessful), which is not commonly
known by or available to the public, was not your or your Representatives'
(collectively, the "Receiver") legitimate possession prior to the time of
entering this Agreement, and which information: (a) derives independent economic
value, actual or potential, from not being generally known to, and not being
readily ascertainable by proper means by, other persons who can obtain economic
value from their disclosure or use; and (b) is the subject of efforts that are
reasonable under the circumstances to maintain its secrecy.

                                  Page 5 of 8



                  (b) "Proprietary Information" shall mean any information,
other than Trade Secrets, without regard to form, belonging to the Disclosing
Party or licensed by it including, without limitation, formulae, patterns,
compilations, programs, devices, methods, techniques, or processes, which is not
commonly known by or available to the public and which information is material
to the Disclosing Party, and all notes, analyses, compilations, studies,
interpretations or other documents prepared by the Receiver which contain,
reflect or are based upon, in whole or in part, the information furnished to the
Receiver by the Disclosing Party pursuant hereto; provided, however that
"Proprietary Information" shall not include any information which Receiver can
show (i) is or shall become generally known to the industry or the public
through no act or fault of Receiver, (ii) is received in good faith from any
third party who has the right to disclose such information and who has not
received such information, either directly or indirectly, from the Disclosing
Party, or (iii) any information which Receiver can show was in Receiver's
legitimate possession prior to the time of entering this Agreement.

                  (c) "Confidential Information" shall mean, collectively, both
Proprietary Information and Trade Secrets that are disclosed to the Receiver (a)
in documents or other tangible materials clearly marked as proprietary and
delivered to the recipient by the disclosing party, or (b) orally, or in any
other intangible form, provided, however, when first disclosed to the recipient,
the disclosing party tells the recipient the information is proprietary, and the
information is described and disclosed in documents or other tangible materials
clearly marked as proprietary and then delivered to the Receiver by the
Disclosing Party within thirty (30) calendar days after the information is first
disclosed to the Receiver.

            2. USE OF CONFIDENTIAL INFORMATION. You hereby agree that you and
your Representatives shall use the Confidential Information solely for the
purpose of evaluating a possible Relationship, and that the Confidential
Information will be kept confidential and you and your Representatives will not
disclose or use for purposes other than as permitted herein any of the
Confidential Information in any manner whatsoever; provided, however, that you
may make any disclosure of Confidential Information to your Representatives (i)
who need to know such information for the sole purpose of evaluating a possible
Relationship between the parties, (ii) who are provided with a copy of this
letter agreement and (iii) who agree to treat such information confidentially.
In addition to the foregoing, you agree as follows:

                  (a) Receiver will treat as confidential and will not, without
the prior written approval of the Disclosing Party, use (other than as set forth
herein), publish, disclose, copyright or authorize anyone else to use, publish,
disclose or copyright, either during the term of this Agreement or at any time
subsequent thereto, any information that constitutes Trade Secrets whether or
not the Trade Secrets are in written or tangible form.

                                  Page 6 of 8



                  (b) Receiver will treat as confidential and will not, without
the prior written approval of the Disclosing Party, use (other than in the
performance of the purpose described in this Agreement), publish, disclose,
copyright or authorize anyone else to use, publish, disclose or copyright, any
Proprietary Information either during the term of this Agreement or for five (5)
years after the expiration or termination of this Agreement, with or without
cause, and whether or not the Proprietary Information is in written or other
tangible form.

            3. REQUIRED DISCLOSURE. In the event you or your Representatives are
requested or required (by oral questions, interrogatories, requests for
information or documents in a legal proceeding, subpoena, civil investigative
demand or other similar process) to disclose any of the Confidential
Information, you or your Representatives so requested or required shall provide
the Company with prompt notice of any such request or requirement so that the
Company may seek a protective order or other appropriate remedy and/or waive
compliance with the provisions of this letter agreement. If, in the absence of a
protective order or other remedy or the receipt of a waiver by the Company, you
or your Representatives are nonetheless, in the opinion of outside counsel,
legally compelled to disclose the Confidential Information, you or your
Representatives may, without liability hereunder, disclose to such tribunal only
that portion of the Confidential Information which such counsel advises is
legally required to be disclosed, provided, however, that you or your
Representatives exercise reasonable efforts to preserve the confidentiality of
the Confidential Information, including, without limitation by cooperating with
the Company to obtain an appropriate protective order or other reliable
assurance that confidential treatment will be accorded the Confidential
Information by such tribunal.

            4. RETURN OF CONFIDENTIAL INFORMATION. Upon termination of this
Agreement and at any time upon the request of the Company for any reason, you
will (i) promptly deliver to Company or destroy all written Confidential
Information furnished to you by or on behalf of the Company pursuant hereto (and
all copies-thereof and extracts therefrom) and (ii) promptly destroy all written
Confidential Information prepared by you which contain, reflect or are based
upon, in whole or in part, the information furnished to you by the Company
pursuant hereto (and all copies thereof and extracts therefrom) and such return
or destruction shall be certified in writing by your authorized officer;
provided, however, that in either case a copy may be retained by counsel of each
party solely for the purposes of maintaining an accurate record of the
Confidential Informations should a dispute under this letter agreement ever
arise. Notwithstanding the return or destruction of Confidential Information,
you and your Representatives will continue to be bound by their other
obligations as provided in this Agreement.

            5. NO REPRESENTATION OF ACCURACY. You understand and hereby
acknowledge that neither the Company nor any of its Representatives makes any
representation or warranty, express or implied, as to the accuracy or
completeness of the

                                  Page 7 of 8



Confidential Information made available by it. You agree that neither the
Company nor any of its Representatives shall have any liability to you or your
Representatives relating to or resulting from the use of, or reliance upon, the
Confidential Information or any errors therein or omissions therefrom.

            6. MISCELLANEOUS. You agree to be responsible for any breach of this
agreement by any of your Representatives. No failure or delay by the Company or
any of its Representatives in exercising any right, power or privileges under
this agreement shall operate as a waiver thereof nor shall any single or partial
exercise thereof preclude any other or further exercise of any right, power or
privilege hereunder. In case any provision of this agreement shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions of this agreement shall not in any way be affected or
impaired thereby.

            7. GOVERNING LAW. This Agreement shall be governed by, and construed
in accordance with, the internal laws of the State of New Jersey without giving
effect to the principles of conflicts of laws thereof.

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

            9. TERM. Confidential Information may be disclosed hereunder until
the date that is one year from the date first written above unless otherwise
terminated or extended in writing by the parties. Notwithstanding the
termination of this Agreement, the obligations with respect to the use of
confidential information contained in Section 2 shall survive.

Please confirm your agreement with the foregoing by signing and returning one
copy of this letter to the undersigned, whereupon this letter agreement shall
become a binding agreement.

                                            Very truly yours,

                                            AMICUS THERAPEUTICS, INC.

                                            By: /s/ John F. Crowley
                                                -------------------------
                                            Name: John F. Crowley
                                            Title: CEO

Accepted and Agreed as of
the date first written above:

By: /s/ Donald J. Hayden, Jr.
    --------------------------
Name: Donald J. Hayden, Jr.

                                  Page 8 of 8

                                                                   EXHIBIT 10.17


[AMICUS THERAPEUTICS LOGO]

May 12,2006

Mr. Douglas Branch
1816 Winding Ridge Road
Norman, Ok 73072

 Dear Doug:

         On behalf of Amicus Therapeutics, Inc. (the "Company"), I am pleased to
confirm our offer to you for the position of Vice President & General Counsel
reporting to me. Your start date will be mutually agreed upon but no later then
June 5, 2006. With this offer you agree to devote no less then two-thirds of
your time and professional efforts to Amicus Therapeutics.

         Prior to the commencement of your employment you will be required to
execute the Company's Confidentiality, Disclosure and Non-Competition Agreement.
A copy of this agreement is attached. In addition, as a condition of employment
Amicus requires a pre-employment drug screening.

         In consideration for all your services to be rendered to the Company
your annual base salary will be $200,000, to be paid bi-weekly in accordance
with the Company's payroll practices. Upon the completion of mutually agreed
upon individual goals and objectives as well as the achievement of specific
Company goals, you will be eligible to receive a year end bonus target of 25% of
your base salary, prorated for your date of hire, minus customary deductions.

         Upon approval by the Board of Directors, you will receive an incentive
stock option to purchase 100,000 shares of the Company's common stock, par value
$.01 per share (the "Common Stock") pursuant to a stock option agreement in form
and substance acceptable to the Company. The options will become exercisable
over a four-year period as follows: 25% on the first anniversary of the date of
grant, and the remaining 75% in equal monthly increments thereafter. The
exercise price of the options will be the fair market value of the Company's
common stock on the date of grant. Shares issuable upon exercise of each option
will be subject to certain transfer restrictions including the right of first
refusal. Additionally, exercise of the options will be governed in accordance
with the provisions of the Company's stock option plan.

         You will be eligible to participate in the Company's health benefits
program and are eligible to participate in the Company's 401(k) as well as any
other employee benefit plan(s) that are generally made available by the Company
to its employees from time to time when and as the Company may make them
available.


                                                                   
6 Cedar Brook Drive   Cranbury, NJ 08512   T: 609-662-2000   F: 609-662-2001   www.amicustherapeutics.com






Douglas Branch
May 12, 2006
Page #2 of 4

         You will be eligible for paid Company holidays as outlined in our
Holiday Policy and you will be eligible for twenty (20) days paid vacation,
three weeks during the year and one between Christmas and New Years. Vacation
accrues on a monthly basis. Because the Company expects to regularly review its
benefit programs to keep them up to date and competitive, these programs are
subject to periodic adjustments so that certain features may be added, modified
or deleted over time.

         From your date of hire until October 1, 2006, you primary place of
business will be Oklahoma City, OK and you will be expected to be in NJ
approximately 2 days per week. After October 1, 2006 your primary place of
business will be Cranbury NJ. Given that you currently reside over 50 miles from
our location in Cranbury NJ, you will be eligible to receive our "Homeowners
Relocation Program". The details of which are enclosed. You must complete your
entire move within 12 months of October 1, 2006. Should you voluntarily resign
your employment within 12 months of October 1, 2006, you will owe the company
the appropriate prorated portion of this relocation.

         In the event that your employment is terminated by the Company, except
for "Cause" as defined below, you will be eligible for a continuation of six (6)
months salary at the rate in effect at the time of termination following such
termination ("Severance Pay"). "Cause" means for any of the following reasons
(i) willful or deliberate misconduct by you that materially damages the company;
(ii) misappropriation of company assets; (iii) conviction of, or a plea of
guilty or "no contest" to, a felony or (iv) any willful disobedience of the
lawful and unambiguous instructions of the CEO of the Company; provided that the
CEO has given you written notice of such disobedience or neglect and you have
failed to cure such disobedience or neglect within a period reasonable under the
circumstances. Payment of Severance by the Company will be subject to and
contingent upon your signing a waiver of rights releasing the Company from any
and all further liability or responsibility.

Change in Control

         If there is a Change in Control Event and you resign for Good Reason or
are terminated without Cause within six months of such Change in Control Event,
then (i) you will be eligible to receive a continuation of twelve (12) months
salary, plus payment of a bonus payment equal to the bonus earned in the
preceding year and (ii) all unvested stock options will have their remaining
vesting schedule accelerated so that all stock options are fully vested.

         "Change in Control Event" means any of the following: (i) any person or
entity (except for a current stockholder) becomes the beneficial owner of
greater than 50% of the then outstanding voting power of the company; (ii) a
merger or consolidation with another entity where the voting securities of the
company outstanding immediately before the transaction constitute less than a
majority of the voting power of the voting securities of the company or the
surviving entity outstanding immediately after the transaction or (iii) the sale
or disposition of all or substantially all of the company's assets. "Good
Reason" means (a) a change in your position with the company or its successors
that



Douglas Branch
May 12, 2006
Page #3 of 4

company or its successor greater than 50 miles away from the then current
location of the company's principal officers.

         Your right to receive accelerated vesting and salary continuation
payments pursuant to the preceding two paragraphs will be subject to and
contingent upon your signing a waiver of rights releasing the Company from any
and all further liability or responsibility.

         It is important that you understand that the Company does not guarantee
employment for any specific period of time. You will be employed on an "at-will"
basis. This means that both the Company and you will have the right to terminate
your employment at any time, for any reason, with or without prior notice or
cause. Neither you nor the Company will have any express or implied contract
limiting your right to resign, or the Company's right to terminate your
employment, at any time, for any reason, with or without prior notice or cause.

         In accordance with the Immigration and Naturalization Control Act, all
new employees must provide documentation that they have the legal right to work
in the United States. A copy of Form I-9 and a list of the acceptable documents
confirming your right to work in the United States are also attached for your
convenience.

         To indicate your acceptance of our offer, please sign one copy of this
letter in the space indicated below and return it to the attention of Nicole
Schaeffer, Vice President of Human Resources & Leadership Development by May
19, 2006. Acceptance of this offer constitutes your agreement with all of the
above terms and conditions of employment with Amicus Therapeutics, Inc., and
constitutes agreement to conform to Amicus Therapeutics, Inc. rules and
procedures. By signing below, you agree that no other promises, express or
implied, have been made to you either verbally or in writing and that no further
modifications to these terms and conditions will be effective except by a
written agreement signed by the Chief Executive Officer of the Company and you.




Douglas Branch
May 12, 2006
Page #4 of 4

         The formality of this letter not withstanding, I extend my personal
best wishes and sincere pleasure that you are joining our team. I look forward
to working with you.

Sincerely,

/s/ John F. Crowley

John F. Crowley
President & CEO

I accept the offer of employment under the terms and conditions stated above. No
other promises, express or implied, have been made to me either verbally or in
writing.

By: Douglas Branch                                        Date: May 15, 2006

/s/ Douglas Branch

                                                                   EXHIBIT 10.18


                            INDEMNIFICATION AGREEMENT

      This Indemnification Agreement ("AGREEMENT")is made as of         ,     ,
by and between Amicus Therapeutics, Inc., a Delaware corporation (the
"COMPANY"), and                       ("INDEMNITEE").

                                 R E C I T A L S

      WHEREAS, the Company and Indemnitee recognize the increasing difficulty in
obtaining directors' and officers' liability insurance, the significant
increases in the cost of such insurance and the general reductions in the
coverage of such insurance;

      WHEREAS, the Company and Indemnitee further recognize the substantial
increase in corporate litigation in general, subjecting officers and directors
to expensive litigation risks at the same time as the availability and coverage
of liability insurance has been severely limited; and

      WHEREAS, the Company desires to attract and retain the services of highly
qualified individuals, such as Indemnitee, to serve as officers and directors of
the Company and to indemnify its officers and directors so as to provide them
with the maximum protection permitted by law.

      NOW, THEREFORE, in consideration for Indemnitee's services as an officer
or director of the Company, the Company and Indemnitee hereby agree as follows:

      1. Indemnification.

      (a) Third Party Proceedings. The Company shall indemnify Indemnitee if
Indemnitee is or was a party or is threatened to be made a party to any
threatened, pending or completed action, suit, proceeding or any alternative
dispute resolution mechanism, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Company) by reason
of the fact that Indemnitee is or was a director, officer, employee or agent of
the Company, or any subsidiary of the Company, or by reason of the fact that
Indemnitee is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement (if such settlement is approved
in advance by the Company, which approval shall not be unreasonably withheld)
actually and reasonably incurred by Indemnitee in connection with such action,
suit or proceeding if Indemnitee acted in good faith and in a manner which
Indemnitee reasonably believed to be in or not opposed to the best interests of
the Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe Indemnitee's conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that Indemnitee did not act in good faith and in a manner which
Indemnitee reasonably believed to be in or not opposed to the best interests of
the Company, and, with respect to any

                                       1


criminal action or proceeding, had reasonable cause to believe that Indemnitee's
conduct was unlawful.

            (b) Proceedings By or in the Right of the Company. The Company shall
indemnify Indemnitee if Indemnitee is or was a party or is threatened to be made
a party to any threatened, pending or completed action or suit by or in the
right of the Company or any subsidiary of the Company to procure a judgment in
its favor by reason of the fact that Indemnitee is or was a director, officer,
employee or agent of the Company, or any subsidiary of the Company, or by reason
of the fact that Indemnitee is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys' fees)
and, to the fullest extent permitted by law, amounts paid in settlement actually
and reasonably incurred by Indemnitee in connection with the defense or
settlement of such action or suit if Indemnitee acted in good faith and in a
manner Indemnitee reasonably believed to be in or not opposed to the best
interests of the Company, except that no indemnification shall be made in
respect of any claim, issue or matter as to which Indemnitee shall have been
adjudged to be liable to the Company unless and only to the extent that the
Court of Chancery of the State of Delaware or the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the Case, Indemnitee is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery of the State of Delaware or such other court shall deem proper.

            (c) Mandatory Payment of Expenses. To the extent that Indemnitee has
been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Subsections (a) and (b) of this Section 1, or in
defense of any claim, issue or matter therein, Indemnitee shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
Indemnitee in connection therewith.

            2. Contribution in the Event of Joint Liability.

            (a) Subject to the indemnification provided in Section 1 with
respect to any threatened, pending or completed action, suit or proceeding in
which the Company is jointly liable with Indemnitee (or would be if joined in
such action, suit or proceeding), the Company shall pay, in the first instance,
the entire amount of any judgment or settlement of such action, suit or
proceeding without requiring Indemnitee to contribute to such payment and the
Company hereby waives and relinquishes any right of contribution it may have
against Indemnitee. The Company shall not enter into any settlement of any
action, suit or proceeding in which the Company is jointly liable with
Indemnitee (or would be if joined in such action, suit or proceeding) unless
such settlement provides for a full and final release of all claims asserted
against Indemnitee.

            (b) Without diminishing or impairing the obligations of the Company
set forth in the preceding subparagraph, if, for any reason, Indemnitee shall
elect or be required to pay all or any portion of any judgment or settlement in
any threatened, pending or completed action, suit or proceeding in which the
Company is jointly liable with Indemnitee (or would be if joined in such action,
suit or proceeding), the Company shall contribute to the amount of expenses
(including

                                       2


attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred and paid or payable by Indemnitee in proportion to the
relative benefits received by the Company and all officers, directors or
employees of the Company other than Indemnitee who are jointly liable with
Indemnitee (or would be if joined in such action, suit or proceeding), on the
one hand, and Indemnitee, on the other hand, from the transaction from which
such action, suit or proceeding arose; provided, however, that the proportion
determined on the basis of relative benefit may, to the extent necessary to
conform to law, be further adjusted by reference to the relative fault of the
Company and all officers, directors or employees of the Company other than
Indemnitee who are jointly liable with Indemnitee (or would be if joined in such
action, suit or proceeding), on the one hand, and Indemnitee, on the other hand,
in connection with the events that resulted in such expenses, judgments, fines
or settlement amounts, as well as any other equitable considerations which the
law may require to be considered. The relative fault of the Company and all
officers, directors or employees of the Company other than Indemnitee who are
jointly liable with Indemnitee (or would be if joined in such action, suit or
proceeding), on the one hand, and Indemnitee, on the other hand, shall be
determined by reference to, among other things, the degree to which their
actions were motivated by intent to gain personal profit or advantage, the
degree to which their liability is primary or secondary, and the degree to which
their conduct is active or passive.

            (c) The Company hereby agrees to fully indemnify and hold Indemnitee
harmless from any claims of contribution which may be brought by officers,
directors or employees of the Company other than Indemnitee who may be jointly
liable with Indemnitee.

      3. Agreement to Serve. In consideration of the protection afforded by this
Agreement, if Indemnitee is a director of the Company he agrees to serve at
least for the 90 days after the effective date of this Agreement as a director
and not to resign voluntarily during such period without the written consent of
a majority of the Board of Directors. If Indemnitee is an officer of the company
not serving under an employment contract, he agrees to serve in such capacity at
least for 90 days and not to resign voluntarily during such period without the
written consent of a majority of the Board of Directors. Following the
applicable period set forth above, Indemnitee agrees to continue to serve in
such capacity at the will of the Company so long as he is duly appointed or
elected and qualified in accordance with the applicable provisions of the Bylaws
of the Company or any subsidiary of the Company or until such time as he tenders
his resignation in writing. Nothing contained in this Agreement is intended to
create in Indemnitee any right to continued employment.

      4. Expenses; Indemnification Procedure.

            (a) Advancement of Expenses. The Company shall advance all expenses
incurred by Indemnitee in connection with the investigation, defense, settlement
or appeal of any civil or criminal action, suit or proceeding referenced in
Section 1(a) or (b) hereof (but not amounts actually paid in settlement of any
such action, suit or proceeding). Indemnitee hereby undertakes to repay such
amounts advanced only if, and to the extent that, it shall ultimately be
determined that Indemnitee is not entitled to be indemnified by the Company as
authorized hereby. The advances to


                                       3

be made hereunder shall be paid by the Company to Indemnitee within ten (10)
business days following delivery of a written request therefor by Indemnitee to
the Company.

            (b) Notice/Cooperation by Indemnitee. Indemnitee shall, as a
condition precedent to his right to be indemnified under this Agreement, give
the Company notice in writing as soon as practicable of any claim made against
Indemnitee for which indemnification will or could be sought under this
Agreement. Notice to the Company shall be directed to the President of the
Company at the address shown on the signature page of this Agreement (or such
other address as the Company shall designate in writing to Indemnitee). Notice
shall be deemed received three business days after the date postmarked if sent
by domestic certified or registered mail, properly addressed, five business
days if sent by airmail to a country outside of North America; otherwise notice
shall be deemed received when such notice shall actually be received by the
Company. In addition, Indemnitee shall give the Company such information and
cooperation as it may reasonably require and as shall be within Indemnitee's
power.

            (c) Procedure. Any indemnification and advances provided for in
Section 1 and this Section 4 shall be made no later than ten (10) business days
after receipt of the written request of Indemnitee. If a claim under this
Agreement, under any statute, or under any provision of the Company's
Certificate of Incorporation or Bylaws providing for indemnification, is not
paid in full by the Company within ten (10) business days after a written
request for payment thereof has first been received by the Company, Indemnitee
may, but need not, at any time thereafter bring an action against the Company to
recover the unpaid amount of the claim and, subject to Section 11(g) of this
Agreement, Indemnitee shall also be entitled to be paid for the expenses
(including attorneys' fees) of bringing such action. It shall be a defense to
any such action (other than an action brought to enforce a claim for expenses
incurred in connection with any action, suit or proceeding in advance of its
final disposition) that Indemnitee has not met the standards of conduct which
make it permissible under applicable law for the Company to indemnify Indemnitee
for the amount claimed. However, Indemnitee shall be entitled to receive interim
payments of expenses pursuant to Subsection 4(a) unless and until such defense
may be finally adjudicated by court order or judgment from which no further
right of appeal exists. It is the parties' intention that if the Company
contests Indemnitee's right to indemnification, the question of Indemnitee's
right to indemnification shall be for the court to decide, and neither the
failure of the. Company (including its Board of Directors, any committee or
subgroup of the Board of Directors, independent legal counsel, or its
stockholders) to have made a determination that indemnification of Indemnitee is
proper in the circumstances because Indemnitee has met the applicable standard
of conduct required by applicable law, nor an actual determination by the
Company (including it Board of Directors, any committee or subgroup of the Board
of Directors, independent legal counsel, or its stockholders) that Indemnitee
has not met such applicable standard of conduct, shall create a presumption that
Indemnitee has or has not met the applicable standard of conduct.

            (d) Notice to Insurers. If, at the time of the receipt of a notice
of a claim pursuant to Section 4(b) hereof, the Company has director and officer
liability insurance in effect, the Company shall give prompt notice of the
commencement of such proceeding to the insurers in accordance with the
procedures set forth in the respective policies. The Company shall thereafter


                                       4


take all necessary or desirable action to cause such insurers to pay, on behalf
of the Indemnitee, all amounts payable as a result of such proceeding in
accordance with the terms of such policies.

            (e) Selection of Counsel. In the event the Company shall be
obligated under Section 4(a) hereof to pay the expenses of any proceeding
against Indemnitee, the Company, if appropriate, shall be entitled to assume
the defense of such proceeding, with counsel reasonably approved by Indemnitee,
upon the delivery to Indemnitee of written notice of its election to do so.
After delivery of such notice, approval of such counsel by Indemnitee and the
retention of such counsel by the Company, the Company will not be liable to
Indemnitee under this Agreement for any fees of counsel subsequently incurred by
Indemnitee with respect to the same proceeding, provided that (i) Indemnitee
shall have the right to employ his counsel in any such proceeding at
Indemnitee's expense; and (ii) if (A) the employment of counsel by Indemnitee
has been previously authorized by the Company, (B) Indemnitee shall have
reasonably concluded that there may be a conflict of interest between the
Company and Indemnitee in the conduct of any such defense, or (C) the Company
shall not, in fact, have employed counsel to assume the defense of such
proceeding, then the fees and expenses of Indemnitee's counsel shall be at the
expense of the Company.

      5. Additional Indemnification Rights; Nonexclusivity.

            (a) Scope. Notwithstanding any other provision of this Agreement,
the Company hereby agrees to indemnify the Indemnitee to the fullest extent
permitted by law, notwithstanding that such indemnification is not specifically
authorized by the other provisions of this Agreement, the Company's Certificate
of Incorporation, the Company's Bylaws or by statute. In the event of any
change, after the date of this Agreement, in any applicable law, statute, or
rule which expands the right of a Delaware corporation to indemnify a member of
its board of directors or an officer, such changes shall be, ipso facto, within
the purview of Indemnitee's rights and Company's obligations, under this
Agreement. In the event of any change in any applicable law, statute or rule
which narrows the right of a Delaware corporation to indemnify a member of its
board of directors or an officer, such changes, to the extent not otherwise
required by such law, statute or rule to be applied to this Agreement shall have
no effect on this Agreement or the parties' rights and obligations hereunder.

      (b) Nonexclusivity. The indemnification provided by this Agreement shall
not be deemed exclusive of any rights to which Indemnitee may be entitled under
the Company's Certificate of Incorporation, its Bylaws, any agreement, any vote
of stockholders or disinterested Directors, the Delaware General Corporation Law
(the "DGCL"),or otherwise, both as to action in Indemnitee's official capacity
and as to action in another capacity while holding such office. The
indemnification provided under this Agreement shall continue as to Indemnitee
for any action taken or not taken while serving in an indemnified capacity even
though he may have ceased to serve in such capacity at the time of any action,
suit or other covered proceeding.

      6. Partial Indemnification. If Indemnitee is entitled under any provision
of this Agreement to indemnification by the Company for some or a portion of the
expenses, judgments, fines or penalties actually or reasonably incurred by him
in the investigation, defense, appeal or


                                       5


settlement of any civil or criminal action, suit or proceeding, but not,
however, for the total amount thereof, the Company shall nevertheless indemnify
Indemnitee for the portion of such expenses, judgments, fines or penalties to
which Indemnitee is entitled.

      7. Mutual Acknowledgement. Both the Company and Indemnitee acknowledge
that in certain instances, Federal law or applicable public policy may prohibit
the Company from indemnifying its directors and officers under this Agreement or
otherwise. Indemnitee understands and acknowledges that the Company has
undertaken or may be required in the future to undertake with the Securities and
Exchange Commission to submit the question of indemnification to a court in
certain circumstances for a determination of the Company's right under public
policy to indemnify Indemnitee.

      8. Officer and Director Liability Insurance. The Company shall, from time
to time, make the good faith determination whether or not it is practicable for
the Company to obtain and maintain a policy or policies of insurance with
reputable insurance companies providing the officers and directors of the
Company with coverage for losses from wrongful acts, or to ensure the Company's
performance of its indemnification obligations under this Agreement. Among other
considerations, the Company will weigh the costs of obtaining such insurance
coverage against the protection afforded by such coverage. In all policies of
director and officer liability insurance, Indemnitee shall be named as an
insured in such a manner as to provide Indemnitee the same rights and benefits
as are accorded to the most favorably insured of the Company's directors, if
Indemnitee is a director; or of the Company's officers, if Indemnitee is not a
director of the Company but is an officer. Notwithstanding the foregoing, the
Company shall have no obligation to obtain or maintain such insurance if the
Company determines in good faith that such insurance is not reasonably
available, if the premium costs for such insurance are disproportionate to the
amount of coverage provided, if the coverage provided by such insurance is
limited by exclusions so as to provide an insufficient benefit, or if Indemnitee
is covered by similar insurance maintained by a subsidiary or parent of the
Company.

      9. Exceptions. Any other provision herein to the contrary notwithstanding,
the Company shall not be obligated pursuant to the terms of this Agreement:

            (a) Claims Initiated by Indemnitee. To indemnify or advance expenses
to Indemnitee with respect to proceedings or claims initiated or brought
voluntarily by Indemnitee and not by way of defense, except with respect to
proceedings brought to establish or enforce a right to indemnification under
this Agreement or any other statute or law or otherwise as required under
Section 145 of the DGCL, but such indemnification or advancement of expenses may
be provided by the Company in specific cases if the Board of Directors has
approved the initiation or bringing of such suit; or

            (b) Lack of Good Faith. To indemnify Indemnitee for any expenses
incurred by the Indemnitee with respect to any proceeding instituted by
Indemnitee to enforce or interpret this Agreement, if a court of competent
jurisdiction determines that each of the material assertions made by the
Indemnitee in such proceeding was not made in good faith or was frivolous; or


                                       6


            (c) Insured Claims. To indemnify Indemnitee for expenses or
liabilities of any type whatsoever (including, but not limited to, judgments,
fines, ERISA excise taxes or penalties, and amounts paid in settlement) which
have been paid directly to Indemnitee by an insurance carrier under a policy of
officers' and directors' liability insurance maintained by the Company.

            (d) Claims Under Section 16(b). To indemnify Indemnitee for expenses
and the payment of profits arising from the purchase and sale by Indemnitee of
securities in violation of Section 16(b) of the Securities Exchange Act of 1934,
as amended, or any similar successor statute.

      10. Construction of Certain Phrases.

            (a} For purposes of this Agreement, references to the "COMPANY"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and employees
or agents, so that if Indemnitee is or was a director, officer, employee or
agent of such constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
Indemnitee shall stand in the same position under the provisions of this
Agreement with respect to the resulting or surviving corporation as Indemnitee
would have with respect to such constituent corporation if its separate
existence had continued.

            (b) For purposes OF this Agreement, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on Indemnitee with respect to an employee
benefit plan; and references to "serving at the request of the Company" shall
include any service as a director, officer, employee or agent of the Company
which imposes duties on, or involves services by, such director, officer,
employee or agent with respect to an employee benefit plan, its participants, or
beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan, Indemnitee shall be deemed to have acted in a
manner "not opposed to the best interests of the Company" as referred to in this
Agreement.

      11. Miscellaneous.

            (a) Choice of Law. This Agreement shall be governed by and its
provisions construed in accordance with the laws of the State of Delaware, as
applied to contracts between Delaware residents entered into and to be performed
entirely within Delaware without regard to the conflict of law principles
thereof.

            (b) Consent to Jurisdiction. The Company and Indemnitee each hereby
irrevocably consent to the jurisdiction of the courts of the State of Delaware
for all purposes in connection with ANY action or proceeding which arises out of
or relates to this Agreement and agree


                                       7


that any action instituted under this Agreement shall be brought only in the
state courts of the State of Delaware.

            (c) Amendment and Termination. No amendment, modification,
termination or cancellation of this Agreement shall be effective unless it is in
writing signed by both the parties hereto. No waiver of any of the provisions of
this Agreement shall be deemed or shall constitute a waiver of any other
provisions hereof (whether or not similar) nor shall such waiver constitute a
continuing waiver.

            (d) Entire Agreement. This Agreement sets forth the entire
understanding between the parties hereto and supersedes and merges all previous
written and oral negotiations, commitments, understandings and agreements
relating to the subject matter hereof between the parties hereto.

            (e) Successors and Assigns. This Agreement shall be binding upon the
Company and its successors and assigns, and shall inure to the benefit of
Indemnitee and Indemnitee's estate, heirs, legal representatives and assigns.

            (f) Severability. Nothing in this Agreement is intended to require
or shall be construed as requiring the Company to do or fail to do any act in
violation of applicable law. The Company's inability, pursuant to court order,
to perform its obligations under this Agreement shall not constitute a breach of
this Agreement. If this Agreement or any portion hereof shall be invalidated on
any ground by any court of competent jurisdiction, then the Company shall
nevertheless indemnify Indemnitee to the full extent permitted by any applicable
portion of this Agreement that shall not have been invalidated, and the balance
of this Agreement not so invalidated shall be enforceable in accordance with its
terms.

            (g) Attorneys' Fees. In the event that any action is instituted by
Indemnitee under this Agreement to enforce or interpret any of the terms hereof,
Indemnitee shall be entitled to be paid all court costs and expenses, including
reasonable attorneys' fees, incurred by Indemnitee with respect to such
action, unless as a part of such action, the court of competent jurisdiction
determines that each of the material assertions made by Indemnitee as a basis
for such action were not made in good faith or were frivolous. In the event of
an action instituted by or in the name of the Company under this Agreement or to
enforce or interpret any of the terms of this Agreement, Indemnitee shall be
entitled to be paid all court costs and expenses, including reasonable
attorneys' fees, incurred by Indemnitee in defense of such action (including
with respect to Indemnitee's counterclaims and cross-claims made in such
action), unless as a part of such action the court determines that each of
Indemnitee's material defenses to such action were made in bad faith or were
frivolous.

            (h) Notice. All notices, requests, demands and other communications
under this Agreement shall be in writing and shall be deemed duly given (i) if
delivered by hand and receipted for by the party addressee, on the date of such
receipt, or (ii) if mailed by domestic certified or registered mail with postage
prepaid, on the third business day after the date postmarked.


                                       8


Addresses for notice to either party are as shown on the signature page of this
Agreement, or as subsequently modified by written notice.

            (i) Period of Limitations. No legal action shall be brought and no
cause of action shall be asserted by or in the right of the Company against
Indemnitee, Indemnitee's estate, spouse, heirs, executors or personal or legal
representatives after the expiration of two years from the date of accrual of
such cause of action, and any claim or cause of action of the Company shall be
extinguished and deemed released unless asserted by the timely filing of a legal
action within such two-year period; provided, however, that if any shorter
period of limitations is otherwise applicable to any such cause of action, such
shorter period shall govern.

            (j) Subrogation. In the event of payment under this Agreement, the
Company shall be subrogated to the extent of such payment to all of the rights
of recovery of Indemnitee, who shall execute all documents required and shall do
all acts that may be necessary to secure such rights and to enable the Company
effectively to bring suit to enforce such rights.

            (k) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall constitute an original.

                            [Signature Page Follows]


                                       9


      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.

                                        AMICUS THERAPEUTICS, INC.


                                        By:
                                           -------------------------------

                                        Address:    675 US Hwy One
                                                    North Brunswick, NJ 08902

AGREED TO AND ACCEPTED:

"INDEMNITEE"


- -----------------------------
ADDRESS:


                                       10

 

	/s/ Ernst & Young LLP