Exhibit
4.2


 


Certificate No.
           


 


GENZYME CORPORATION


 


THIS SECURITY
AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN
ACCORDANCE WITH THE FOLLOWING SENTENCE. 
BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE
ACQUIRER:


 


(1)          REPRESENTS THAT IT AND
ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN
THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE
INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND


 


(2)          AGREES THAT IT WILL NOT
DIRECTLY OR INDIRECTLY ENGAGE IN ANY HEDGING TRANSACTIONS INVOLVING THIS
SECURITY OR THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY UNLESS
IN COMPLIANCE WITH THE SECURITIES ACT, AND


 


(3)          AGREES FOR THE BENEFIT
OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS
SECURITY OR ANY BENEFICIAL INTEREST HEREIN, PRIOR TO THE DATE THAT IS THE LATER
OF (X) TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST
DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS
SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) OR SUCH SHORTER PERIOD OF TIME
AS PERMITTED BY RULE 144(K) UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION
THEREUNDER, AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY
APPLICABLE LAW, EXCEPT ONLY


 


(A)                    TO THE COMPANY
OR ANY SUBSIDIARY THEREOF,


 


(B)                      PURSUANT TO
A REGISTRATION STATEMENT WHICH IS EFFECTIVE UNDER THE SECURITIES ACT,


 


(C)                      TO A
QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES
ACT, OR


 


(D)                     PURSUANT TO
THE SAFE HARBOR FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT
OR ANY AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT.


 


PRIOR TO THE REGISTRATION OF ANY TRANSFER IN
ACCORDANCE WITH (3)(C) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM
OF WHICH MAY BE OBTAINED FROM THE TRUSTEE) MUST BE DELIVERED TO THE
TRUSTEE.  PRIOR TO THE REGISTRATION OF
ANY TRANSFER IN ACCORDANCE WITH (3)(D)


 

















 


ABOVE, THE COMPANY AND THE TRUSTEE RESERVE
THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER
EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE
PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS.  NO
REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.


 


THIS SECURITY IS A GLOBAL SECURITY WITHIN THE
MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY.  THIS SECURITY IS NOT EXCHANGEABLE FOR
SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO
TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY
THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY
TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO.
OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
THE RESTRICTIONS SET FORTH IN SECTION 2.16 OF THE INDENTURE.


 

















 


Certificate No.
           


 


1.25% Convertible
Senior Note due 2023

CUSIP No. 372917 AM 6


 


Genzyme Corporation, a Massachusetts
corporation (the “Company”), for value received, hereby
promises to pay to Cede & Co., or its registered assigns, the principal sum
of
                   Dollars
($                   )
on December 1, 2023 and to pay interest thereon, as provided on the
reverse hereof, until the principal and any unpaid and accrued interest are
paid or duly provided for.


 


Interest Payment Dates: June 1 and
December 1, with the first payment to be made on June 1, 2004.


 


Record Dates: May 15 and
November 15.


 


The provisions on the back of this
certificate are incorporated as if set forth on the face hereof.


 


IN
WITNESS WHEREOF, Genzyme Corporation has caused this
instrument to be duly signed.


 


	
   

  	
  GENZYME CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:
  Michael S. Wyzga

  
	
   

  	
  Title:  Executive Vice President, Finance; Chief

  Financial Officer

  



 


Dated: December 9, 2003


 

















 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Securities referred to in
the within-mentioned Indenture.


 


U.S. BANK NATIONAL ASSOCIATION,  as Trustee


 


 


	
  By:

  	
   

  	
   

  
	
  Authorized
  Signatory

  
	
   

  
	
  Dated: December 9, 2003

  



 

















 


[REVERSE OF SECURITY]


 


GENZYME CORPORATION


 


1.25% Convertible Senior Note due 2023


 


Interest.  Genzyme Corporation, a Massachusetts corporation
(the “Company”),
promises to pay interest on the principal amount of this Security at the rate per annum
shown above.  The Company will pay
interest semi-annually on June 1 and December 1 of each year, with
the first payment to be made on June 1, 2004.  Interest on the Securities will accrue on the principal amount
from, and including, the most recent date to which interest has been paid or
provided for or, if no interest has been paid, from, and including, December 9,
2003, in each case to, but excluding, the next interest payment date or
Maturity Date, as the case may be. 
Interest will be computed on the basis of a 360-day year of twelve
30-day months.


 


Maturity.  The Securities will mature on
December 1, 2023.


 


Method
of Payment. 
The Company will pay interest on the Securities (except defaulted
interest) to the persons who are registered Holders of Securities at the close
of business on the record date set forth on the face of this Security
immediately preceding the applicable interest payment date.  Holders must surrender Securities to a
Paying Agent to collect the principal, Redemption Price, Option Purchase Price
or Repurchase Price of the Securities, plus, if applicable, accrued and unpaid
interest, if any, payable as herein provided upon Redemption, Repurchase at
Holder’s Option or Repurchase Upon Repurchase Event, as the case may be.  The Company will pay all amounts due with
respect to the Securities in money of the United States that at the time of payment
is legal tender for payment of public and private debts or, if permitted under
the Indenture, in shares of Common Stock in accordance with the Indenture.  With respect to Securities that are in
global form, the Company will make payments on such Securities by wire transfer
of immediately available funds to the account specified by the Holders
thereof.  With respect to a Security
that is held, other than in global form, by a Holder of more than $5.0 million
aggregate principal amount of Securities, the Company will make payments on
such Security by wire transfer of immediately available funds to the account
specified by such Holder or, if no such account is specified, by mailing a
check to such Holder’s registered address. 
With respect to a Security that is held, other than in global form, by a
Holder of not more than $5.0 million aggregate principal amount of Securities,
the Company will make payments on such Security by mailing a check to such
Holder’s registered address.


 


Paying
Agent, Registrar, Conversion Agent.  Initially, U.S. Bank National Association
(the “Trustee”)
will act as Paying Agent, Registrar, Bid Solicitation Agent and Conversion
Agent.  The Company may change any
Paying Agent, Registrar, Bid Solicitation Agent or Conversion Agent without
notice.


 


Indenture.  The Company issued the Securities under an
Indenture dated as of December 9, 2003 (the “Indenture”) between the
Company and the Trustee.  The terms of
the Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (the “Act”).  The Securities are subject to all such
terms, and


 


1

















 


Securityholders are referred to the Indenture and the Act for a
statement of such terms.  The Securities
are general unsecured senior obligations of the Company limited to $600,000,000
aggregate principal amount ($690,000,000 if the Initial Purchasers have elected
to exercise in full the Option to purchase up to an additional $90,000,000
aggregate principal amount of the Securities), except as otherwise provided in
the Indenture (except for Securities issued in substitution for destroyed,
mutilated, lost or stolen Securities). 
Terms used herein which are defined in the Indenture have the meanings
assigned to them in the Indenture.


 


Optional
Redemption. 
The Securities will be redeemable prior to maturity at the option of the
Company, in whole or in part, at any time on or after December 1, 2008 on
any date (the “Redemption Date”) not less than 30 nor more than 60 days after
the mailing of a redemption notice to each holder of Securities to be redeemed,
at a redemption price, payable in cash, equal to one hundred percent (100%) of
the principal amount of the Securities to be redeemed plus any accrued and
unpaid interest to, but excluding, the Redemption Date; provided, that if such
Redemption Date is also an interest payment date, such accrued and unpaid
interest with respect to a Security called for Redemption will be paid on such
interest payment date to the Holder of record of such Security at the close of
business on the relevant record date; provided further, that the Company will
make at least ten (10) semi-annual interest payments with respect to the
Securities prior to redeeming any Securities under this paragraph 6.


 


If the Paying Agent (other than the Company)
holds on the Redemption Date money sufficient to pay the Redemption Price, and
accrued and unpaid interest, if any, to, but excluding, the Redemption Date,
payable on the Redemption Date with respect to a Security, then (unless the
Company defaults in the payment of the Redemption Price or such accrued and
unpaid interest) on and after the Redemption Date such Security shall be deemed
to be no longer outstanding, interest on such Security shall cease to accrue,
and such Security shall be deemed paid whether or not such Security is
delivered to the Paying Agent. 
Thereafter, all rights of the Holder of such Security shall terminate
with respect to such Security, other than the right to receive the Redemption
Price plus such accrued and unpaid interest.


 


Notice
of Redemption. 
Notice of Redemption will be mailed at least thirty (30) days but not
more than sixty (60) days before the Redemption Date to each Holder of
Securities to be redeemed at its registered address.  Securities in denominations larger than $1,000 principal amount
may be redeemed in part but only in integral multiples of $1,000 principal
amount.


 


Purchase
by the Company at the Option of the Holder.  Subject to the terms and conditions of the
Indenture, the Company shall become obligated to purchase, at the option of the
Holder, the Securities held by such Holder on December 1, 2008,
December 1, 2013 and December 1, 2018 (each, an “Option Purchase Date”) at an
Option Purchase Price equal to one hundred percent (100%) of the principal
amount of Securities to be purchased, plus accrued and unpaid interest, if any,
to, but excluding, applicable Option Purchase Date, upon delivery of a Purchase
Notice containing the information set forth in the Indenture, at any time from
the opening of business on the date that is twenty (20) Business Days prior to
the applicable Option Purchase Date until 5:00 p.m., New York City time, on the
third (3rd) Business Day immediately preceding the applicable Option Purchase
Date and upon delivery of the Securities to the Paying Agent by the Holder as
set forth in the Indenture.  Subject to
certain conditions and exceptions set forth in the Indenture, the Option
Purchase Price may be paid for, in whole or in part, at the


 


2

















 


election of the Company, in cash or shares of Common Stock or in any
combination of cash and shares of Common Stock.


 


Holders have the right to withdraw any
Purchase Notice by delivering to the Paying Agent a written notice of
withdrawal in accordance with the provisions of the Indenture at any time prior
to 5:00 p.m., New York City time, on the third (3rd) Business Day prior to the
applicable Option Purchase Date, or such later time as may be required by law.


 


If the Paying Agent (other than the Company)
holds on the applicable Option Purchase Date money and/or Common Stock, if
applicable and as provided in the Indenture, sufficient to pay the Option
Purchase Price, and accrued and unpaid interest, if any, to, but excluding,
such Option Purchase Date, payable in respect of a Security on such Option
Purchase Date, then on and after such Option Purchase Date such Security shall
be deemed to be no longer outstanding and interest on it shall cease to accrue,
and such Security shall be deemed paid whether or not such Security is
delivered to the Paying Agent. 
Thereafter, all other rights of the Holder(s) of such Security shall
terminate with respect to such Security, other than the right to receive the
Option Purchase Price plus such accrued and unpaid interest.


 


Repurchase
at Option of Holder Upon a Repurchase Event.  Subject to the terms and conditions of the
Indenture, in the event of a Repurchase Event, each Holder of the Securities
shall have the right, at the Holder’s option, to require the Company to
repurchase such Holder’s Securities including any portion thereof which is
$1,000 in principal amount or any integral multiple thereof on a date selected
by the Company (the “Repurchase Date”) no later than thirty (30)
days after the date on which notice of such Repurchase Event is mailed in
accordance with the immediately succeeding paragraph, at a price payable in
cash equal to one hundred percent (100%) of the outstanding principal amount of
such Security, plus accrued and unpaid interest to, but excluding, the
Repurchase Date.


 


Within thirty (30) days after the occurrence
of the Repurchase Event, the Company is obligated to give notice of the
occurrence of such Repurchase Event to each Holder.  Such notice shall include, among other things, the date by which
Holder must notify the Company of such Holder’s intention to exercise the
Repurchase Right and of the procedure which such Holder must follow to exercise
such right.  To exercise the Repurchase
Right, a Holder of Securities must, in accordance with the provisions of the
Indenture, (i) deliver, no later than 5:00 p.m., New York City time, on the
third (3rd) Business Day immediately preceding the Repurchase Date, written
notice to the Paying Agent of the Holder’s exercise of such right; and (ii)
deliver, at any time after the delivery of such written notice, the Securities
with respect to which the Holder is exercising its Repurchase Right, duly
endorsed for transfer to the Company.


 


A “Repurchase Event” shall be deemed to have
occurred upon the occurrence of a “Change in Control.”


 


A “Change in Control” shall be deemed to have
occurred at such time as:


 


any “person” or “group” (as such terms are
used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or becomes
the “beneficial owner” (as such term is used in Rule 13d-3 under the Exchange
Act), directly


 


3

















 


or indirectly, of fifty percent (50%) or more
of the total voting power of all classes of the Capital Stock of the Company
entitled to vote generally in the election of directors, other than an
acquisition by the Company, any of its Subsidiaries or any of the Company’s
employee benefit plans; or


 


at any time the following persons cease for
any reason to constitute a majority of the Company’s Board of Directors:


 


individuals who on the Issue Date constituted
the Company’s Board of Directors; and


 


any new directors whose election to the
Company’s Board of Directors or whose nomination for election by the Company’s
shareholders was approved by at least a majority of the members of the Board of
Directors, or of the nominating committee thereof, then still in office who
were either directors of the Company on the Issue Date or whose election or
nomination for election was previously so approved; or


 


the Company consolidates with, or merges with
or into, another person or any person consolidates with, or merges with or
into, the Company, in any such event other than pursuant to a transaction in
which the persons that “beneficially owned,” directly or indirectly, the shares
of the Voting Stock of the Company immediately prior to such transaction,
“beneficially own,” directly or indirectly, immediately after such transaction,
shares of the surviving or continuing corporation’s Voting Stock representing
at least a majority of the total voting power of all outstanding classes of the
Voting Stock of the continuing or surviving corporation in substantially the
same proportion as such ownership immediately prior to the transaction; or


 


the sale, lease, transfer or other conveyance
or disposition of all or substantially all of the property and assets of the
Company to any “person” or “group” (as such terms are used in Sections 13(d)
and 14(d) of the Exchange Act), including any group acting for the purpose of
acquiring, holding, or disposing of securities within the meaning of Rule
13d-5(b)(1) under the Exchange Act; or


 


the Company is liquidated or dissolved or the
holders of the Capital Stock of the Company approve any plan or proposal for
the liquidation or dissolution of the Company;


 


provided, however, that a Change in Control will not
be deemed to have occurred if either:


 


(1)                                             the
Closing Sale Price for each of any five (5) Trading Days (whether or not
consecutive) during the ten (10) consecutive Trading Days immediately preceding
the Change in Control is equal to at least one hundred and five percent (105%)
of the Conversion Price in effect on such Trading Day; or


 


(2)                                             in the
case of a merger or consolidation, at least ninety percent (90%) of the
consideration (other than cash payments for fractional shares or


 


4

















 


pursuant to statutory appraisal rights) in
the merger or consolidation constituting the Change in Control consists of
common stock and any associated rights traded on a U.S. national securities
exchange or quoted on The Nasdaq National Market (or which will be so traded or
quoted when issued or exchanged in connection with such Change in Control),
and, as a result of such transaction or transactions, the Securities become
convertible into such common stock and associated rights.


 


If the Paying Agent (other than the Company)
holds on the Repurchase Date money sufficient to pay the Repurchase Price with
respect to a Security, plus accrued and unpaid interest, if any, payable as
provided in the Indenture upon Repurchase Upon Repurchase Event, then (unless
the Company defaults in the payment of the Repurchase Price or such accrued and
unpaid interest) on and after such date such Security shall be deemed to be no
longer outstanding, interest on such Security shall cease to accrue, and such
Security shall be deemed paid whether or not such Security is delivered to the
Paying Agent.  Thereafter, all rights of
the Holder of such Security shall terminate with respect to such Security,
other than the right to receive the Repurchase Price, plus such accrued and
unpaid interest, in accordance with the Indenture.


 


Conversion.


 


The Securities shall be convertible as follows:


 


Conversion Based on Closing Sale Price of Common Stock.  Subject to earlier Redemption, Repurchase at
Holder’s Option or Repurchase Upon Repurchase Event, Holders may surrender
Securities in integral multiples of $1,000 principal amount for conversion into
shares of the Company’s Common Stock on any Business Day, if the Closing Sale Price of the Company’s Common Stock for at least twenty (20) consecutive
Trading Days in a period of thirty (30) consecutive Trading Days ending on the
Trading Day immediately preceding such Business Day exceeds one hundred and
twenty percent (120%) of the Conversion Price in effect on such thirtieth (30th)
Trading Day.


 


Conversion Upon Satisfaction of Trading Price Condition.  Subject to earlier Redemption, Repurchase at
Holder’s Option or Repurchase Upon Repurchase Event, Securities in integral
multiples of $1,000 principal amount may be surrendered for conversion into
shares of Common Stock any time during the five (5) consecutive Trading Day
period after any ten (10) consecutive Trading Day period (the “Note
Measurement Period”), if
the Trading Price per $1,000 principal amount of the Securities on each Trading
Day during the Note Measurement Period was less than ninety five percent (95%)
of the Conversion Value (as defined below) on such Trading Day; provided,
however,
no Security shall be convertible into shares of Common Stock pursuant to this
paragraph after December 1, 2018 if the Closing Sale Price on the Trading
Day immediately preceding the day on which the Security is surrendered for
conversion pursuant to this paragraph is greater than 100% of the Conversion
Price then in effect but equal to or less than 120% of the Conversion Price
then in effect.  In connection
with any conversion, the Bid Solicitation Agent shall not have any obligation
to determine the Trading Price unless the Company has requested such


 


5

















 


determination, and the Company shall have no
obligation to make such request unless a Holder of at least $10,000,000 aggregate
principal amount of Securities provides the Company with reasonable evidence
that the Trading Price per $1,000 principal amount of the Securities would be
less than ninety five percent (95%) of the Conversion Value.  Upon receipt of such evidence, the Company
shall instruct the Bid Solicitation Agent to determine the Trading Price per
$1,000 principal amount of the Securities beginning with the next Trading Day,
and on each successive Trading Day until the Trading Price per $1,000 principal
amount of the Securities is equal to or greater than ninety five percent (95%)
of the Conversion Value.  For purposes
of this paragraph, the “Conversion Value,” on a given Trading Day,
means the product of Closing Sale Price on such Trading Day and the Conversion
Rate in effect on such Trading Day.


 


Conversion Based on Redemption.  A Security, or portion of a Security, which
has been called for Redemption pursuant to paragraph 6 may be surrendered in integral
multiples of $1,000 principal amount for conversion into shares of Common
Stock; provided,
however,
that such Security or portion thereof may be surrendered for conversion
pursuant to this paragraph only until 5:00 p.m., New York City time, on the
third (3rd) Business Day immediately preceding the Redemption Date.


 


Conversion Upon Certain Distributions.  If:


 


(A)            other than pursuant to a stockholder rights
plan, the Company distributes to all holders of Common Stock rights or warrants
entitling them to purchase shares of Common Stock at a purchase price per share
of Common Stock that is less than the “current market price” (as defined in Section 10.06(g)
of the Indenture) per share of Common Stock on the declaration date of
such distribution; or


 


(B)              the
Company distributes to all holders of Common Stock cash or other assets, debt
securities or rights to purchase the Company’s securities, which distribution
has a value per share of Common Stock (as determined in good faith by the Board
of Directors whose determination shall be conclusive and described in a Board Resolution)
exceeding fifteen percent (15%) of the Closing Sale Price on the Trading Day
immediately preceding the date of declaration for such distribution,


 


then, in each
case, the Company shall notify, in writing, Holders of such distribution at
least twenty (20) days prior to the “ex” date for such distribution, after
which time Holders shall have the right to surrender their Securities for
conversion into shares of Common Stock at any time until the earlier of the
close of business on the Business Day immediately preceding such “ex” date or
the date of announcement by the Company that such distribution shall not take
place.  For purposes of this paragraph,
the term “ex” date means the first date on which the Common Stock trades the
regular way on the relevant exchange or in the relevant market from which the
Closing Sale Price was obtained without the right to receive such distribution.


 


6

















 


Conversion Upon Occurrence of Certain Corporate Transactions.  If the Company is a party to a
consolidation, merger or binding share exchange pursuant to which the Common
Stock would be converted or exchanged into cash, securities or other property,
or a transfer, sale or conveyance of all or substantially all of the property
or business of the Company, the Securities may be surrendered in integral
multiples of $1,000 principal amount for conversion into shares of Common Stock
at any time from and after the date which is fifteen (15) days prior to the
date announced by the Company as the anticipated effective date of such
transaction until the date that is fifteen (15) days after the actual effective
date of such transaction, and, at the effective date of such transaction, the
right to convert a Security into shares of Common Stock will be deemed to have
changed into a right to convert it into the kind and amount of cash, securities
or other property which the Holder thereof would have received if such Holder
had converted such Holder’s Security immediately prior to the transaction,
assuming that such Holder would not have exercised any rights of election that
such Holder would have had as a holder of Common Stock to select a particular
type of consideration.


 


The initial Conversion Rate is 14.0366 shares
of Common Stock per $1,000 principal amount of Securities, or an effective
initial Conversion Price of approximately $71.24 per share, subject to
adjustment in the event of certain circumstances as specified in the
Indenture.  The Company will deliver a
check in lieu of any fractional share. 
On conversion, no payment or adjustment for any unpaid and accrued
interest on, or liquidated damages with respect to, the Securities will be
made.  If a Holder surrenders a Security
for conversion after the close of business on the record date for the payment
of an installment of interest and prior to the related interest payment date,
such Security, when surrendered for conversion, must be accompanied by payment
to the Conversion Agent on behalf of the Company of an amount equal to the interest
thereon which the registered Holder at the close of business on such record
date is to receive on the portion of such Security that is converted, unless
such Security has been called for Redemption as described in the Indenture and
except to the extent of any unpaid interest that is overdue and shall have
accrued prior to the interest payment date immediately preceding the Conversion
Date.


 


To convert a Security, a Holder must (1)
complete and sign the Conversion Notice, with appropriate signature guarantee,
on the back of the Security, (2) deliver the Security and completed Conversion
Notice to a Conversion Agent, (3) furnish appropriate endorsements and transfer
documents if required by the Registrar or Conversion Agent, (4) pay the amount
of interest, if any, the Holder must pay as provided in the last sentence of
the immediately preceding paragraph and (5) pay any transfer or similar tax if
required pursuant to the Indenture.  A
Holder may convert a portion of a Security if the portion is $1,000 principal
amount or an integral multiple of $1,000 principal amount.  A Security as to which a Purchase Notice has
been duly delivered electing that such Security be repurchased by the Company
pursuant to Section 3.08 or Section 3.09 of the Indenture, as the case
may be, may be converted pursuant to Article X of the Indenture and this paragraph 10
only if such Purchase Notice has been withdrawn in accordance with
the Indenture prior to 5:00 p.m., New York City time, on the third (3rd)
Business Day prior to the applicable Option Purchase Date or the Repurchase
Date, as the case may be (or such later time as may be required by law).


 


7

















 


Any shares of Common Stock issued upon
conversion of a Security shall bear the Private Placement Legend until after
the second anniversary of the later of the Issue Date and the last date on
which the Company or any Affiliate was the owner of such shares or the Security
(or any predecessor security) from which such shares were converted (or such
shorter period of time as permitted by Rule 144(k) under the Securities Act or
any successor provision thereunder) (or such longer period of time as may be
required under the Securities Act or applicable state securities laws, as set
forth in an Opinion of Counsel, unless otherwise agreed by the Company and the
Holder thereof).


 


Denominations,
Transfer, Exchange. 
The Securities are in registered form without coupons in denominations
of $1,000 principal amount and integral multiples of $1,000 principal
amount.  The transfer of Securities may
be registered and Securities may be exchanged as provided in the
Indenture.  The Registrar may require a
Holder, among other things, to furnish appropriate endorsements and transfer
documents.  No service charge shall be
made for any such registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith. 
The Registrar need not exchange or register the transfer of any Security
selected for Redemption, in whole or in part, except the unredeemed portion of
Securities to be redeemed in part. 
Also, it need not exchange or register the transfer of any Securities
for a period of fifteen (15) days before the mailing of a notice of Redemption
and in certain other circumstances provided in the Indenture.


 


Persons
Deemed Owners. 
The registered Holder of a Security may be treated as the owner of such
Security for all purposes.


 


Merger
or Consolidation. 
The Company shall not consolidate with, or merge with or into, or sell,
convey, transfer, lease or otherwise dispose of all or substantially all of its
properties and assets to, another person, whether in a single or series of
related transactions, unless (i) such other person is a corporation organized
under the laws of the United States, any State thereof or the District of
Columbia; (ii) such person assumes by supplemental indenture all the
obligations of the Company, under the Securities and the Indenture; and (iii)
immediately after giving effect to the transaction, no Default or Event of
Default shall exist.


 


Amendments,
Supplements and Waivers.  Subject to certain exceptions, the Indenture or the Securities
may be amended or supplemented with the consent of the Holders of at least a
majority in aggregate principal amount of the Securities then outstanding, and
any existing Default or Event of Default may be waived with the consent of the
Holders of a majority in aggregate principal amount of the Securities then outstanding.  In accordance with the terms of the
Indenture, without notice to or the consent of any Securityholder, the
Indenture or the Securities may be amended or supplemented to (i) comply with Sections 5.01
and 10.12 of the Indenture; (ii) make any changes or modifications
to the Indenture necessary in connection with the registration of the
Securities under the Securities Act pursuant to the Registration Rights
Agreement or the qualification of the Indenture under the TIA; (iii) secure the
obligations of the Company in respect of the Securities; (iv) add to covenants
of the Company described in the Indenture for the benefit of Securityholders;
(v) surrender any right or power conferred upon the Company; (vi) make
provisions with respect to adjustments to the Conversion Rate as required by
the Indenture or increase the Conversion Rate in accordance with the Indenture;
(vii) to add additional
Events of Default with respect to the Securities; and (viii) to cure any ambiguity or


 


8

















 


correct or supplement any provision in the Indenture that may be
defective or inconsistent with any other provision therein, or to make any
other provisions with respect to matters or questions arising thereunder that
the Company and the Trustee deem necessary or desirable and which shall not be
inconsistent with the provisions of the Indenture, provided that such amendment
or supplement does not adversely affect the interests of Holders in any
material respect.


 


Defaults
and Remedies. 
Subject to the provisions of the Indenture, an Event of Default includes
the occurrence of any of the following: (i) default in payment of principal,
whether at maturity, upon Redemption, on an Option Purchase Date with respect
to a Repurchase at Holder’s Option, on a Repurchase Date with respect to a
Repurchase Upon Repurchase Event or otherwise; (ii) default for thirty (30)
days in payment of interest or liquidated damages; (iii) failure by the Company
for sixty (60) days after notice is given, as specified in the Indenture, to it
to comply with any other term, covenant or agreement set forth in the Securities
or the Indenture; (iv) the acceleration of certain Indebtedness of the Company
or any of its Subsidiaries; and (v) certain events of bankruptcy or insolvency
involving the Company or its Significant Subsidiaries.  If any Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of the Securities then outstanding may declare all the Securities to be
due and payable immediately, except as provided in the Indenture.  If an Event of Default specified in Section 6.01(v)
or (vi) of the Indenture with respect to the Company occurs, the
principal of and accrued interest on all the Securities shall ipso facto become
and be immediately due and payable without any declaration or other act on the
part of the Trustee or any Securityholder. 
Securityholders may not enforce the Indenture or the Securities except
as provided in the Indenture.  The
Trustee may require from the Holders indemnity reasonably satisfactory to the
Trustee before it enforces the Indenture or the Securities.  Subject to certain limitations, Holders of a
majority in principal amount of the Securities then outstanding may direct the
Trustee in its exercise of any trust or power. 
The Trustee may withhold from Securityholders notice of any continuing
Default or Event of Default (except a Default or Event of Default in payment)
if, and so long as it in good faith determines that, withholding the notice is
in the best interests of Securityholders. 
The Company must furnish an annual compliance certificate to the
Trustee.


 


Registration
Rights.  The
Holders are entitled to registration rights as set forth in the Registration
Rights Agreement.  The Holders shall be
entitled to receive liquidated damages in certain circumstances, all as set
forth in the Registration Rights Agreement.


 


Trustee
Dealings with the Company.  The Trustee under the Indenture, or any banking institution
serving as successor Trustee thereunder, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for the
Company or its Affiliates, and may otherwise deal with the Company or its
Affiliates, as if it were not Trustee.


 


No
Recourse Against Others.  No past, present or future director, officer, employee or
shareholder, as such, of the Company shall have any liability for any
obligations of the Company under the Securities or the Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation.  Each Securityholder by
accepting a Security waives and releases all such liability.  The waiver and release are part of the
consideration for the issue of the Securities.


 


9

















 


Authentication.  This Security shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating
agent.


 


Abbreviations.  Customary abbreviations may be used in the
name of a Securityholder or an assignee, such as: TEN COM (= tenants in
common), TEN ENT (= tenants by the entirety), JT TEN (= joint tenants with
right of survivorship and not as tenants in common), CUST (= Custodian), and
U/G/M/A (Uniform Gifts to Minors Act).


 


THE COMPANY WILL FURNISH TO ANY
SECURITYHOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE
INDENTURE.  REQUESTS MAY BE MADE
TO:


 


Genzyme
Corporation


500 Kendall
Street


Cambridge, MA
02142


 


10

















 


[FORM OF ASSIGNMENT]


 


	
  I or we assign to

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  PLEASE INSERT SOCIAL SECURITY OR OTHER
  IDENTIFYING NUMBER

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (please print or type name and address)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  the within Security and all rights
  thereunder, and hereby irrevocably constitutes and appoints

  
	
   

  
	
   

  
	
  Attorney to transfer the Security on the
  books of the Company with full power of substitution in the premises.

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NOTICE: 
  The signature on this assignment must correspond with the name as it
  appears upon the face of the within Security in every particular without
  alteration or enlargement or any change whatsoever and be guaranteed by a
  guarantor institution participating in the Securities Transfer Agents
  Medallion Program or in such other guarantee program acceptable to the
  Trustee.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature Guarantee:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  In connection with any transfer of this
  Security occurring prior to the date which is the earlier of (i) the date of
  the declaration by the Commission of the effectiveness of a registration
  statement under the Securities Act of 1933, as amended, covering resales of
  this Security (which effectiveness shall not have been suspended or
  terminated at the date of the transfer) and (ii) the Resale Restriction
  Termination Date, the undersigned confirms that it is making, and it has not
  utilized any general solicitation or general advertising in connection with,
  the transfer:

  
						



 


[Check One]


 

















 


	
  (1)

  	
   

  	
  o

  	
  to the Company or any Subsidiary thereof;
  or

  
	
   

  	
   

  	
   

  	
   

  
	
  (2)

  	
   

  	
  o

  	
  pursuant to and in compliance with Rule
  144A under the Securities Act of 1933, as amended; or

  
	
   

  	
   

  	
   

  	
   

  
	
  (3)

  	
   

  	
  o

  	
  pursuant to the exemption from registration
  provided by Rule 144 under the Securities Act of 1933, as amended; or

  
	
   

  	
   

  	
   

  	
   

  
	
  (4)

  	
   

  	
  o

  	
  pursuant to the exemption from registration
  under the Securities Act of 1933, as amended, other than under Rule 144A or
  Rule 144;

  
	
   

  	
   

  	
   

  	
   

  
	
  (5)

  	
   

  	
  o

  	
  pursuant to an effective registration
  statement under the Securities Act of 1933, as amended.

  



 


and unless the box below is checked, the undersigned confirms that such
Security is not being transferred to an “affiliate” of the Company as defined
in Rule 144 under the Securities Act of 1933, as amended (an “Affiliate”):


 


o                       The
transferee is an Affiliate of the Company. 
(If the Security is transferred to an Affiliate, the restrictive legend
must remain on the Security for at least two (2) years following the date of
the transfer.)


 


Unless one of the items is checked, the
Trustee will refuse to register any of the Securities evidenced by this
certificate in the name of any person other than the registered Holder thereof;
provided,
however,
that if item (3) or (4) is checked, the Company or the Trustee may
require, prior to registering any such transfer of the Securities, in their
sole discretion, such written legal opinions, certifications and other
information as the Trustee or the Company have reasonably requested to confirm
that such transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act
of 1933, as amended.


 


If none of the foregoing items are checked,
the Trustee or Registrar shall not be obligated to register this Security in
the name of any person other than the Holder hereof unless and until the
conditions to any such transfer of registration set forth herein and in the
Indenture shall have been satisfied.


 


	
  Dated:

  	
   

  	
   

  	
  Signed:

  	
   

  
	
   

  	
   

  	
  (Sign exactly as name appears on the

  other side of this Security)

  
	
   

  	
   

  	
   

  
	
  Signature Guarantee:

  	
   

  
						



 

















 


TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED


 


The undersigned represents and warrants that
it is purchasing this Security for its own account or an account with respect
to which it exercises sole investment discretion and that it and any such
account is a “qualified institutional buyer” within the meaning of Rule 144A
under the Securities Act of 1933, as amended, and is aware that the sale to it
is being made in reliance on Rule 144A and acknowledges that it has received
such information regarding the Company as the undersigned has requested
pursuant to Rule 144A and acknowledges that the transferor is relying upon the undersigned’s
foregoing representations in order to claim the exemption from registration
provided by Rule 144A.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NOTICE: 
  To be executed by an executive officer

  



 

















 


CONVERSION NOTICE


 


	
  To convert this Security into Common Stock
  of the, check the box: o

  
	
   

  
	
   

  
	
  To convert only part of this Security,
  state the principal amount to be converted (must be in multiples of $1,000):

  
	
   

  
	
  $                    

  
	
   

  
	
  If you want the stock certificate made out
  in another person’s name, fill in the form below:

  
	
   

  
	
   

  
	
  (Insert other person’s soc. sec. or tax
  I.D. no.)

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  (Print or type other person’s name, address
  and zip code)

  
	
   

  
	
   

  
	
  Date:

  	
   

  	
   

  	
  Signature(s):

  	
   

  
	
   

  
	
   

  
	
   

  	
   

  
	
   

  	
  (Sign exactly as your name(s) appear(s) on
  the other side of this Security)

  
	
   

  	
   

  
	
  Signature(s) guaranteed by:

  	
   

  
	
  (All signatures must be guaranteed by a
  guarantor institution participating in the Securities Transfer Agents
  Medallion Program or in such other guarantee program acceptable to the
  Trustee.)

  
							



 

















 


PURCHASE NOTICE


 


Certificate No. of Security:                          


 


Check the appropriate box:


 


	
  o

  	
   

  	
  I elect to have the following principal amount of
  this Security purchased by the Company pursuant to Section 3.08 of the
  Indenture:

  
	
   

  	
   

  	
   

  
	
  $                                                                     

  
	
  (in an integral multiple
  of $1,000)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If you checked the above box, then check the appropriate boxes below:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.                                       Check the box below corresponding to the
  date on which you elect to have the principal amount of this Security
  specified above purchased by the Company:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o                                    December 1, 2008

  
	
   

  	
   

  	
  o                                    December 1, 2013

  
	
   

  	
   

  	
  o                                    December 1, 2018

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.                                       In the event the Company elects to pay the
  Option Purchase Price, in whole or in part, in shares of Common Stock, but
  the Option Purchase Price is ultimately to be paid entirely in cash because
  any of the conditions to payment of the Option Purchase Price in shares of
  Common Stock is not satisfied before the Option Purchase Date, you elect:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o                                    to withdraw this Purchase Notice as to the
  following principal amount of this Security:

  
	
   

  	
   

  	
   

  
	
  $                                                                     

  
	
  (in an integral multiple
  of $1,000)

  
	
   

  	
   

  	
   

  
	
  or

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o                                    to receive cash in respect of the Option
  Purchase Price for that portion of the principal amount of this Security
  which I have elected above to be purchased by the Company pursuant to Section 3.08
  of the Indenture.

  
	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  I elect to have the following principal amount of
  this Security purchased by the Company pursuant to Section 3.09 of the Indenture:

  
	
   

  	
   

  	
   

  
	
  $                                                                     

  
	
  (in an integral multiple
  of $1,000)

  



 


	
  Date:

  	
   

  	
   

  	
  Signature(s):

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Sign exactly as your name(s) appear(s) on the other side of this
  Security)

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature(s) guaranteed by:

  	
   

  
	
   

  	
  (All signatures must be guaranteed by a guarantor institution
  participating in the Securities Transfer Agents Medallion Program or in such
  other guarantee program acceptable to the Trustee.)

  



 

















 


SCHEDULE A


 


SCHEDULE OF
EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY


 


The following exchanges of a part of this
Global Security for an interest in another Global Security or for Securities in
certificated form, have been made:


 


	
  Date of Exchange

  	
   

  	
  Amount of decrease

  in Principal amount

  of this Global

  Security

  	
   

  	
  Amount of increase

  in Principal amount

  of this Global

  Security

  	
   

  	
  Principal amount of

  this Global

  Security following

  such decrease

  (or increase)

  	
   

  	
  Signature or

  authorized signatory

  of Trustee or Note

  Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


6