EX-2 3 w2838814c.txt AMENDED AND RESTATED JOINT FILING AGREEMENT EXHIBIT 2 AMENDED AND RESTATED JOINT FILING AGREEMENT THIS AMENDED AND RESTATED JOINT FILING AGREEMENT is entered into as of April 21, 2005, by and among the parties signatories hereto. This Amended and Restated Joint Filing Agreement amends and restates the Joint Filing Agreement, dated June 16, 2000, filed as Exhibit 2 to the Schedule 13D filed on June 16, 2000 (the "Statement on Schedule 13D"). The undersigned hereby agree that the Statement on Schedule 13D with respect to the shares of common stock, par value $0.01 per share, of Transkaryotic Therapies, Inc., a Delaware corporation, is, and any amendment thereafter signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934, as amended. Dated: April 21, 2005 WARBURG, PINCUS EQUITY PARTNERS, L.P. By: Warburg Pincus Partners LLC, its General Partner By: Warburg Pincus & Co., its Managing Member By: /s/ Scott A. Arenare ----------------------------- Name: Scott A. Arenare Title: Partner Dated: April 21, 2005 WARBURG PINCUS & CO. By: /s/ Scott A. Arenare ----------------------------- Name: Scott A. Arenare Title: Partner Dated: April 21, 2005 WARBURG PINCUS LLC By: /s/ Scott A. Arenare ----------------------------- Name: Scott A. Arenare Title: Managing Director Dated: April 21, 2005 WARBURG PINCUS PARTNERS LLC By: Warburg Pincus & Co., its Managing Member By: /s/ Scott A. Arenare ----------------------------- Name: Scott A. Arenare Title: Partner -2-