GENZYME CORPORATION Guarantee and Third Supplemental IndentureGuarantee and Third Supplemental Indenture • May 24th, 2011 • Sanofi • Pharmaceutical preparations • New York
This Guarantee and Third Supplemental Indenture, dated as of , 2011 (this “Guarantee and Third Supplemental Indenture”), is entered into among Genzyme Corporation, a Massachusetts corporation (the “Company”), Sanofi, a French société anonyme and the direct parent of the Company (the “Parent”), and The Bank of New York Mellon Trust Company, N.A., in its capacity as trustee under the indenture referred to below (in such capacity, the “Trustee”).
NOTATION OF GUARANTEEGuarantee • May 24th, 2011 • Sanofi • Pharmaceutical preparations
For value received, Sanofi, a French société anonyme and the direct parent (the “Parent,” which term includes any successor Person under the Indenture (as defined below)) of Genzyme Corporation, a Massachusetts corporation (the “Company”), (i) to the extent set forth in the Indenture, dated as of June 17, 2010 (the “Base Indenture”), between the Company and the Trustee, as amended and supplemented, including by a First Supplemental Indenture thereto, dated as of June 17, 2010 (the “First Supplemental Indenture”), a Guarantee and Second Supplemental Indenture thereto, dated as of December 28, 2010 (the “Second Supplemental Indenture”), and a Guarantee and Third Supplemental Indenture thereto, dated as of , 2011 (the “Third Supplemental Indenture” and, together with the Base Indenture, the First Supplemental Indenture and the Second Supplemental Indenture, the “Indenture”), pursuant to which the Company has issued $500,000,000 aggregate principal amount of its 3.625% Senior Notes due 201
