GENZYME CORPORATION $500,000,000 3.625% Senior Notes Due 2015 $500,000,000 5.000% Senior Notes Due 2020 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 17th, 2010 • Genzyme Corp • Biological products, (no disgnostic substances) • New York
Genzyme Corporation, a Massachusetts corporation (the “Company”), proposes to issue and sell, upon the terms set forth in a purchase agreement, dated as of June 14, 2010 (the “Purchase Agreement”), U.S. $500,000,000 aggregate principal amount of its 3.625% Senior Notes Due 2015 (the “2015 Notes”) and U.S. $500,000,000 aggregate principal amount of its 5.000% Senior Notes Due 2020 (the “2020 Notes”) (the 2015 Notes and the 2020 Notes are collectively referred to herein as the “Initial Securities”) to the several initial purchasers named in Schedule A to the Purchase Agreement (collectively, the “Initial Purchasers”). The Initial Securities will be issued pursuant to an Indenture, dated as of even date herewith, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of even date herewith, among the Company, the Subsidiary Guarantor(s) party thereto from time to time and the Trustee
GENZYME CORPORATION, as Issuer, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of June 17, 2010Indenture • June 17th, 2010 • Genzyme Corp • Biological products, (no disgnostic substances) • New York
INDENTURE, dated as of June 17, 2010, between Genzyme Corporation, a Massachusetts corporation (herein called the “Company”), having its principal executive offices at 500 Kendall Street, Cambridge, Massachusetts 02142, and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (herein called the “Trustee”).
