exv4w1w2






Exhibit 4.1.2




GENZYME EUROPE B.V.




Guarantee and Second Supplemental Indenture



     This Guarantee and Second Supplemental Indenture, dated as of December 28,
2010 (this “Guarantee”), is between Genzyme Europe B.V., a company
organized under the laws of The Netherlands (the “Guarantor”), Genzyme
Corporation, a Massachusetts corporation (the “Company”), 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”).



Recitals:




     A. Under an indenture dated as of June 17, 2010, between the Company and the
Trustee, as amended and supplemented, including by a First Supplemental Indenture
thereto, dated as of June 17, 2010 (collectively, the “Indenture”), the
Company has issued $500,000,000 of its 3.625% Senior Notes due 2015 (the
“Five-Year Notes”) and $500,000,000 of its 5.000% Senior Notes due 2020
(the “Ten-Year Notes” and, collectively with the Five-Year Notes, the
“Securities”). Capitalized terms defined in the Indenture are used herein
as so defined.



     B. Although not required by the Indenture, in order to improve the market
value of the Securities, the Company has requested that the Guarantor, as its
indirect subsidiary, provide a full guarantee of the Securities in exchange for a
guarantee fee separately agreed between the Company and the Guarantor.



     C. The Guarantor is willing to satisfy such request and enter into this
Guarantee as a supplemental indenture permitted to be entered into without consent
of the Holders pursuant to Section 10.1(6) of the Indenture.



Agreement:




     For valuable consideration, the receipt and sufficiency of which are
acknowledged, the parties hereto agree as follows:



Section 1. Guarantee.




     The Guarantor hereby fully and unconditionally guarantees (on a joint and
several basis with all other guarantors) to the Trustee, for the benefit of itself,
each Holder and their respective successors and assigns, (a) the full and punctual
payment of principal of and interest (and premium, if any) on the Securities when
due, whether at maturity, by acceleration, by redemption or otherwise, and (b) the
full and punctual performance within applicable grace periods of all other monetary
obligations of the Company due and payable under the Indenture and the Securities
(the Indenture and the Securities being hereinafter collectively called the
“Guaranteed Obligations”); provided, however, that (i)
except as provided in clause (ii) below, the Trustee may not make demand upon the
Guarantor for payment or performance under this Guarantee until after written
demand by the Trustee to the Company for payment of overdue amounts under the
Securities or the Indenture (although no pursuit of remedies or other action on the
part of the Trustee is required before demand is made by the Trustee on the
Guarantor) and (ii) in the event of a receivership, voluntary or involuntary
bankruptcy, reorganization, arrangement or other insolvency proceeding involving
the Company as debtor, the Trustee may immediately make a demand upon the Guarantor
for payment or performance under this Guarantee and shall not be required to make a
prior demand, written or otherwise, to the Company for payment of overdue



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amounts under the Securities or the Indenture. The Guarantor further agrees that
the Guaranteed Obligations may be extended or renewed, in whole or in part, without
notice or further assent from the Guarantor, and that the Guarantor will remain
bound under this Guarantee notwithstanding any extension or renewal of any
Guaranteed Obligation.



     The Guarantor waives presentation to, demand of, payment from and protest to
the Company of any of the Guaranteed Obligations and also waives notice of protest
for nonpayment. The Guarantor waives notice of any default under the Securities or
the Guaranteed Obligations. The obligations of the Guarantor hereunder shall not
be affected by (a) the failure of any Holder or the Trustee to assert any claim or
demand or to enforce any right or remedy against the Company or any other Person
(including the Subsidiary Guarantors) under the Indenture, the Securities or any
other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any
rescission, waiver, amendment or modification of any of the terms or provisions of
the Indenture or the Securities; (d) the failure of any Holder or the Trustee to
exercise any right or remedy against any other guarantor of the Guaranteed
Obligations; or (e) any change in the ownership of the Guarantor.



     The Guarantor further agrees that its Subsidiary Guarantee herein constitutes
a guarantee of payment, and of performance and compliance with all payment
obligations when due (and not a guarantee of collection), and waives any right to
require that any resort be had by any Holder or the Trustee to any security held
for payment of the Guaranteed Obligations.



     The obligations of the Guarantor hereunder shall not be subject to any
reduction, limitation, impairment or termination for any reason, including any
claim of waiver, release, surrender, alteration or compromise, and shall not be
subject to any defense of setoff, counterclaim, recoupment or termination
whatsoever or by reason of the invalidity, illegality or unenforceability of the
Guaranteed Obligations or otherwise. Without limiting the generality of the
foregoing, the obligations of the Guarantor herein shall not be discharged or
impaired or otherwise affected by the failure of any Holder or the Trustee to
assert any claim or demand or to enforce any remedy under the Indenture or the
Securities, by any waiver or modification of any thereof, by any default, failure
or delay, willful or otherwise, in the performance of the obligations, or by any
other act or thing or omission or delay to do any other act or thing which may or
might in any manner or to any extent vary the risk of the Guarantor or would
otherwise operate as a discharge of the Guarantor as a matter of law or equity.



     The Guarantor further agrees that its Guarantee herein shall continue to be
effective or be reinstated, as the case may be, if at any time payment, or any part
thereof, of principal of or interest on any Guaranteed Obligation is rescinded or
must otherwise be restored by any Holder or the Trustee upon the bankruptcy or
reorganization of the Company or otherwise.



     In furtherance of the foregoing and not in limitation of any other right which
any Holder or the Trustee has at law or in equity against any Subsidiary Guarantor
by virtue hereof, upon the failure of the Company to pay the principal of or
interest (and premium, if any) on any Guaranteed Obligation when and as the same
shall become due, whether at maturity, by acceleration, by redemption, by
repurchase or otherwise, or to perform or comply with any other Guaranteed
Obligation, the Guarantor hereby promises to and will, upon receipt of written
demand by the Trustee or the Holders pursuant to the Indenture, forthwith pay, or
cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum
of (i) the unpaid amount of such Guaranteed Obligations, (ii) accrued and unpaid
interest on such Guaranteed Obligations (but only to the extent not prohibited by
law) and (iii) all other monetary Guaranteed Obligations of the Company to the
Holders and the Trustee.



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     The Guarantor agrees that it shall not be entitled to any right of subrogation
in respect of any Guaranteed Obligations guaranteed hereby until payment in full in
cash of all Guaranteed Obligations, at which time the Guarantor shall be fully
subrogated to the rights of the Holders. The Guarantor further agrees that, as
between it, on the one hand, and the Holders and the Trustee, on the other hand,
(x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated
for the purposes of the Guarantor’s Subsidiary Guarantee herein, notwithstanding
any stay, injunction or other prohibition preventing such acceleration in respect
of the Guaranteed Obligations guaranteed hereby, and (y) in the event of any
declaration of acceleration of such Guaranteed Obligations, such Guaranteed
Obligations (whether or not due and payable) shall forthwith become due and payable
by the Guarantor for the purposes of this Section. The Guarantor agrees that any
right of indemnity, subrogation or contribution it may have under applicable law or
otherwise shall be fully subordinated to the indefeasible payment in full in cash
of the Guaranteed Obligations.



     The Guarantor also agrees to pay any and all costs and expenses (including
reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any
rights under this Guarantee.



Section 2.  [Intentionally Omitted].




Section 3.  Successors and Assigns.




     This Guarantee shall be binding upon the Guarantor and its successors and
assigns and shall inure to the benefit of the successors and assigns of the Trustee
and the Holders and, in the event of any transfer or assignment of rights by any
Holder or the Trustee, the rights and privileges conferred upon that party in this
Guarantee shall automatically extend to and be vested in such transferee or
assignee.



Section 4. No Waiver.




     Neither a failure nor a delay on the part of either the Trustee or the Holders
in exercising any right, power or privilege under this Guarantee shall operate as a
waiver thereof, nor shall a single or partial exercise thereof preclude any other
or further exercise of any right, power or privilege. The rights, remedies and
benefits of the Trustee and the Holders herein expressly specified are cumulative
and not exclusive of any other rights, remedies or benefits which either may have
under this Guarantee at law, in equity, by statute or otherwise.



Section 5. Modification.




     No modification, amendment, waiver or release of any provision of this
Guarantee, nor the consent to any departure by the Guarantor therefrom, shall in
any event be effective unless the same shall be made in writing with the prior
written consent of the Trustee, and, in each case, then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given.



     No notice to or demand on the Guarantor in any case shall entitle the
Guarantor to any other or further notice or demand in the same, similar or other
circumstances.



Section 6.  [Intentionally Omitted]




Section 7. Limitation on Liability.




     Any term or provision of the Indenture to the contrary notwithstanding, the
maximum aggregate amount guaranteed hereunder by the Guarantor shall not exceed the
maximum amount that can be hereby guaranteed without rendering the Indenture or
this Guarantee, as it relates to



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the Guarantor, voidable under applicable law relating to fraudulent conveyance or
fraudulent transfer or similar laws affecting the rights of creditors generally.



Section 8.  [Intentionally Omitted]




Section 9.  Choice of Law.




     This Guarantee shall be governed by and construed in accordance with the laws
of the State of New York, United States of America, without giving effect to any
choice of law or conflict of law provision or rule that would cause the application
of the laws of any other jurisdiction.



Section 10. Jurisdiction and Venue.




          (a) ANY ACTION OR PROCEEDING RELATING IN ANY WAY TO THIS GUARANTEE MAY BE
BROUGHT AND ENFORCED IN THE COURTS OF THE STATE OF NEW YORK OR, TO THE EXTENT
SUBJECT MATTER JURISDICTION EXISTS THEREFORE, OF THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK AND THE GUARANTOR AND THE COMPANY IRREVOCABLY
SUBMIT TO THE JURISDICTION OF SUCH COURTS IN RESPECT OF ANY SUCH ACTION OR
PROCEEDING.




          (b) THE GUARANTOR AND THE COMPANY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION THAT THE THEY MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING IN THE COURTS OF THE STATE OF NEW
YORK OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND
ANY CLAIM THAT SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT
IN AN INCONVENIENT FORUM.




Section 11. Multiple Counterparts.




     The Guarantor may sign multiple counterparts of this Guarantee. Each signed
counterpart shall be deemed an original, but all of them together represent one and
the same Guarantee.



Section 12. Severability.




     Each provision of this Guaranty shall be considered separable and if for any
reason any provision which is not essential to the effectuation of the basic
purpose of this Guarantee shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby and a Holder shall have no claim therefor against any
party hereto.



Section 13. Relation to Indenture.




     This Guarantee constitutes a part of the Indenture, the provisions of which
(as modified by this Guarantee) shall apply to the series of Securities established
by the First Supplemental Indenture to the Indenture, but shall not modify, amend
or otherwise affect the Indenture insofar as it relates to any other series of
Securities or modify, amend or otherwise affect in any manner the terms and
conditions of the Securities of any other series.



Section 14. Trust Indenture Act Controls.




     If any provision of this Guarantee limits, qualifies or conflicts with another
provision which is required to be included in this Guarantee by the Trust Indenture
Act, the required provision shall control. If any provision of this Guarantee
modifies or excludes any provision of



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the Trust Indenture Act which may be so modified or excluded, the latter provision
shall be deemed to apply to this Guarantee as so modified or to be excluded, as the
case may be.



Section 15. Effectiveness.




     The Trustee having previously been furnished with an Officer’s Certificate and
Opinion of Counsel as contemplated by Section 10.3 of the Indenture, and payment of
a supplemental indenture fee of $1,500 and all other amounts now due and payable
under the Indenture, the provisions of this Guarantee shall become effective as of
the date hereof.



Section 16. Ratification.




     The Indenture, as supplemented and amended by this Guarantee, is in all
respects ratified and confirmed. The Indenture and this Guarantee shall be read,
taken and construed as one and the same instrument.



Section 17. Trustee Not Responsible for Recitals or Guarantee.




     The recitals contained herein shall be taken as the statements of the Company
and the Guarantor, and the Trustee shall have no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Guarantee.



[Remainder of this page intentionally left blank]




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     IN WITNESS WHEREOF, the parties have caused this Guarantee to be duly executed
as of the date first above written.



	 	 	 	 	 	 	 

	 	 	GENZYME EUROPE B.V., as Guarantor	 	 
	 
	 	 	 	 	 	 
	Date: 27 December 2010

	 	By:
	 	/s/ Geoffrey McDonough
 

	 	 
	 	 	Name: Geoffrey McDonough	 	 
	 	 	Title: Chairman, Genzyme BV	 	 






Signature Page to Guarantee and Second Supplemental Indenture







 









 








	 	 	 	 	 	 	 

	 	 	GENZYME CORPORATION, as the Company	 	 
	 
	 	 	 	 	 	 
	Date: Dec. 27 2010

	 	By:
	 	/s/ Gail Sullivan
 

	 	 
	 	 	Name: Gail Sullivan	 	 
	 	 	Title: VP and Treasurer	 	 






Signature Page to Guarantee and Second Supplemental Indenture




 









 





	 	 	 	 	 	 	 

	 	 	THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee	 	 
	 
	 	 	 	 	 	 
	Date: 12/29/10

	 	By:
	 	/s/ Beth Mellinger
 

	 	 
	 	 	Name: Beth Mellinger	 	 
	 	 	Title: Senior Associate	 	 








Signature Page to Guarantee and Second Supplemental Indenture