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Exhibit 4.1




SECOND AMENDMENT TO RIGHTS AGREEMENT




     AMENDMENT, dated as of May 4, 2005 (this “Amendment”), between Bone Care International Inc., a
Wisconsin corporation (the “Company”), and Wells Fargo Bank, N.A., as successor to Norwest Bank
Minnesota, N.A. (the “Rights Agent”), to the Rights Agreement, dated as of April 15, 1996, as
amended by the First Amendment to Rights Agreement, dated as of September 21, 1999, between the
Company and the Rights Agent (collectively, the “Rights Agreement”).



W I T N E S S E T H :




     WHEREAS, the Company, Genzyme Corporation, a Massachusetts corporation (“Parent”) and Macbeth
Corporation, a Wisconsin corporation and a wholly-owned subsidiary of Parent (“Sub”), have proposed
to enter into an Agreement and Plan of Merger (the “Merger Agreement”) which contemplates, among
other things, that Sub be merged (the “Merger”) with and into the Sub and each common share of the
Company (other than shares held directly or indirectly by Parent or the Company) shall be converted
into the right to receive $33.00;



     WHEREAS, the Company and the Rights Agent desire to amend the Rights Agreement, pursuant to
and in compliance with Section 27 thereof, to provide that none of Parent, Sub or any of their
respective Affiliates (as defined in the Rights Agreement) or Associates (as defined in the Rights
Agreement) shall become an Acquiring Person and no Distribution Date (as such terms are defined in
the Rights Agreement) shall occur as a result of as a result of the execution and delivery of the
Merger Agreement, the public announcement thereof or the consummation of any of the transactions
contemplated by the Merger Agreement



 









 







in accordance with its terms and to provide that the Rights will terminate immediately prior
to the Effective Time (as defined in the Merger Agreement); and



     WHEREAS, the Company and the Rights Agent have each executed and delivered this Amendment
immediately prior to the execution and delivery of the Merger Agreement.



     NOW, THEREFORE, in consideration of the Rights Agreement and the premises and mutual
agreements herein set forth, the parties hereby agree as follows:



     1. There is hereby added to the Rights Agreement new Sections 1(mm) through 1(oo) as follows:




     (mm) “Genzyme” shall mean Genzyme Corporation, a Massachusetts
corporation.




     (nn) “Acquisition Subsidiary” shall mean Macbeth Corporation,
a Wisconsin corporation and a wholly-owned subsidiary of Genzyme.




     (oo) “Merger Agreement” shall mean the Agreement and Plan of
Merger dated as of May 4, 2005, as the same may be amended from time
to time, among Genzyme, Acquisition Subsidiary and the Company.



     2. Section 1(a) of the Rights Agreement is hereby amended by adding the following sentence at
the end thereof:




“Notwithstanding the first sentence of this Section 1(a), none of
Genzyme, Acquisition Subsidiary or any of their respective
Affiliates or Associates shall become an “Acquiring Person” as a
result of the execution and delivery of the Merger Agreement, the
public announcement thereof or the consummation of any of the
transactions contemplated by the Merger Agreement in accordance with
its terms.”



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     3. Section 3(a) of the Rights Agreement is hereby amended by adding the following sentence
immediately following the first sentence thereof:




“Notwithstanding clause (ii) of the preceding sentence, a
Distribution Date shall not occur as a result of the execution and
delivery of the Merger Agreement, the public announcement thereof or
the consummation of any of the transactions contemplated by the
Merger Agreement in accordance with its terms.”



     4. Section 7(a) of the Rights Agreement is hereby restated to read as follows:




“Subject to Section 7(d), the registered holder of any Rights
Certificate may exercise the Rights evidenced thereby (except as
otherwise provided herein), in whole or in part, at any time after
the Distribution Date and prior to the earliest of (i) the Close of
Business on the tenth anniversary of the Record Date, (ii) the time
at which the Rights are redeemed as provided in Section 23 (the
“Redemption Date”), (iii) the time at which such Rights are
exchanged as provided in Section 24, and (iv) immediately prior to
the Effective Time (as such term is defined in the Merger Agreement)
(the earliest of clauses (i), (ii), (iii) and (iv) being referred to
herein as the “Final Expiration Date”), upon surrender of such
Rights Certificate, with the Form of Election to Purchase and
Certification of Status on the reverse side thereof duly executed,
together with such signature guarantees and other documentation as
the Rights Agent may reasonably request, to the Rights Agent at its
principal office, accompanied by payment (as provided in subsection
(c) of this Section 7) of the Exercise Price for each one
one-hundredth of a Preferred Share (or after a Triggering Event, the
securities, cash and other property purchasable in lieu thereof) as
to which the surrendered Rights are then being exercised.”



     5. A new Section 35 with the heading “TERMINATION AT THE EFFECTIVE TIME” is hereby added to
the Rights Agreement, reading in its entirety as follows:




“This Agreement and the Rights established hereby will terminate in
all respects immediately prior to the Effective Time. The Company
hereby agrees to promptly notify the Rights Agent, in writing, upon
the occurrence of the Effective Time, which notice shall specify (i)
that the Effective Time has occurred, and (ii) the date on upon
which this Agreement and the Rights established here were
terminated.”



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     6. This Amendment shall be deemed to be a contract made under the laws of the State of
Wisconsin and for all purposes shall be governed by and construed with in accordance with the laws
of such State applicable to contracts to be made and performed entirely within such State.



     7. This Amendment may be executed in two or more counterparts, each of which shall for all
purposes be deemed to be an original, but all such counterparts shall together constitute one and
the same instrument.



     8. Any capitalized term used herein without definition shall have the meaning specified in the
Rights Agreement.



     9. Except as otherwise expressly set forth herein, this Amendment shall not by implication or
otherwise alter, modify, amend or in any other manner affect any of the terms, conditions,
obligations, covenants or agreements contained in the Rights Agreement, all of which are hereby
ratified and confirmed in all respects and shall continue in full force and effect.



     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
attested, all as of the day and year first above written.



	 	 	 	 	 	 	 
	Attest:	 	BONE CARE INTERNATIONAL, INC.
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Brian Hayden
	 	By:
	 	/s/ Paul Berns
	

	 	 
	 	 	 	 
	

	 	Brian Hayden
	 	 	 	Paul Berns
	

	 	Vice President, Chief Financial Officer
	 	 	 	President and Chief Executive Officer
	 
	 	 	 	 	 	 
	Attest:	 	WELLS FARGO BANK, N.A.
	 	 	 	 	AS RIGHTS AGENT
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Beverly A. Robinson
	 	By:
	 	/s/ Peggy Sime
	

	 	 
	 	 	 	 
	Name:

	 	Beverly A. Robinson
	 	 	 	Peggy Sime
	Title:

	 	Vice President
	 	 	 	Officer







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