THIS SECURITY AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED...Genzyme Corp • January 2nd, 2001 • Biological products, (no disgnostic substances)
AMONGCredit Agreement • March 30th, 2000 • Genzyme Corp • Biological products, (no disgnostic substances) • Massachusetts
FIRST SCHEDULE PREMISESIndenture • November 9th, 2001 • Genzyme Corp • Biological products, (no disgnostic substances)
Acquisition Proposal..........................................................35 Affiliates ....................................................................49 Agreemen t......................................................................1 Assign...Agreement and Plan of Merger • August 13th, 2003 • Genzyme Corp • Biological products, (no disgnostic substances) • Delaware
ERISA.........................................................................23 ERISA Affiliate...............................................................23 Exchange Act...................................................................2 Expiration Date................................................................2 FDA...........................................................................17 FDCA..........................................................................17 Fee Conversion Options.........................................................9 FTC...........................................................................38 Fully Diluted Shares..........................................................54 GAAP..........................................................................15 Governmental Entity...........................................................14 HSR Act.......................................................................14 Indemnified Liability.......
EXHIBIT 3 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated October 21, 1999, by and between FOCAL, INC., a Delaware corporation (the "Company"), and GENZYME CORPORATION, a Massachusetts corporation (the...Registration Rights Agreement • November 8th, 1999 • Genzyme Corp • Biological products, (no disgnostic substances) • Massachusetts
EXHIBIT 10.45 *Confidential portions have been omitted and filed separately with the Commission. INTERNATIONAL LICENSE AGREEMENT THIS AGREEMENT is made as of the 7th day of February 1997 by and between BIOMATRIX, INC., a Delaware corporation, having...License Agreement • April 1st, 2002 • Genzyme Corp • Biological products, (no disgnostic substances) • New Jersey
Exhibit 10.5.1 FIRST AMENDMENT TO LEASE This FIRST AMENDMENT TO LEASE (this "First Amendment") is executed by and between KS Parcel D, LLC (the "Landlord"), a Delaware limited liability company, and Genzyme Corporation (the "Tenant"). Reference is...Lease • March 15th, 2005 • Genzyme Corp • Biological products, (no disgnostic substances)
EXHIBIT 10.2Genzyme Corp • August 8th, 2005 • Biological products, (no disgnostic substances)
LESSOR: WELLS FARGO BANK NORTHWEST, N.A. (formerly known as FIRST SECURITY BANK, N.A.) not in its individual capacity except as expressly set forth herein, but solely as Trustee under the Owner Trust Agreement dated as of October 21, 1998 By: /s/ Val...Lease Agreement • November 8th, 2005 • Genzyme Corp • Biological products, (no disgnostic substances)
Exhibit 10.36 CREDIT AGREEMENT AMONG GENZYME CORPORATION, THE SUBSIDIARY GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO, AND FLEET NATIONAL BANK, AS ADMINISTRATIVE AGENT, ABN AMRO BANK N.V., AS SYNDICATION AGENT AND THE BANK OF NOVA SCOTIA,...Credit Agreement • March 15th, 2004 • Genzyme Corp • Biological products, (no disgnostic substances) • Massachusetts
AMONGCredit Agreement • March 31st, 1997 • Genzyme Corp • Biological products, (no disgnostic substances) • Massachusetts
4,000,000 SHARES GENZYME CORPORATION GENZYME TISSUE REPAIR DIVISION COMMON STOCK UNDERWRITING AGREEMENTGenzyme Corp • October 30th, 1997 • Biological products, (no disgnostic substances) • New York
INDENTUREGenzyme Corp • May 11th, 2001 • Biological products, (no disgnostic substances) • New York
1 EXHIBIT 10.1 REGISTRATION RIGHTS AGREEMENT This Agreement dated as of July 31, 1997 is entered into by and between Genzyme Corporation, a Massachusetts corporation (the "Company"), and Canadian Medical Discoveries Fund Inc. (the "Purchaser")....Registration Rights Agreement • November 14th, 1997 • Genzyme Corp • Biological products, (no disgnostic substances) • Massachusetts
EXHIBIT ACommon Stock Purchase Agreement • July 18th, 1997 • Genzyme Corp • Biological products, (no disgnostic substances) • Massachusetts
COMMON STOCK PURCHASE WARRANT NO. 001Genzyme Corp • November 9th, 2001 • Biological products, (no disgnostic substances)
3,000,000 Shares GENZYME CORPORATION Genzyme Molecular Oncology Division Common Stock UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • June 8th, 1998 • Genzyme Corp • Biological products, (no disgnostic substances) • New York
RECITALS:Lease • March 15th, 2004 • Genzyme Corp • Biological products, (no disgnostic substances) • Massachusetts
EXHIBIT 10.46 *Confidential portions have been omitted and filed separately with the Commission. SUPPLY AGREEMENT THIS AGREEMENT is made as of the 7th day of February 1997 by and between BIOMATRIX, INC., a Delaware corporation, having its principal...Supply Agreement • April 1st, 2002 • Genzyme Corp • Biological products, (no disgnostic substances) • New Jersey
3) GENZYME LIMITEDGenzyme Corp • November 8th, 2005 • Biological products, (no disgnostic substances) • England
1 EXHIBIT 5 --------- GENZYME CORPORATION CERTIFICATE OF ADJUSTMENT This certificate is executed in connection with the Amended and Restated Rights Agreement dated as of June 12, 1997 between Genzyme Corporation (the "Company") and American Stock...Rights Agreement • June 18th, 1997 • Genzyme Corp • Biological products, (no disgnostic substances) • Massachusetts
PURCHASE AGREEMENTPurchase Agreement • November 14th, 1997 • Genzyme Corp • Biological products, (no disgnostic substances) • New York
Exhibit 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 27th, 2004 • Genzyme Corp • Biological products, (no disgnostic substances) • Delaware
LEASE BETWEENGenzyme Corp • March 31st, 1999 • Biological products, (no disgnostic substances) • Massachusetts
RECITALSSupplemental Agreement • January 2nd, 2001 • Genzyme Corp • Biological products, (no disgnostic substances) • New York
1 EXHIBIT 4.5 GENZYME CORPORATION 5 1/4% Convertible Subordinated Notes Due 2005 PURCHASE AGREEMENTGenzyme Corp • July 21st, 1998 • Biological products, (no disgnostic substances) • New York
ii) 4 AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • May 1st, 1997 • Genzyme Corp • Biological products, (no disgnostic substances) • Massachusetts
1 EXHIBIT 10.2 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 4 OF THIS WARRANTGenzyme Corp • November 14th, 1997 • Biological products, (no disgnostic substances) • Massachusetts
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 2 to Agreement and Plan of Merger (this "AMENDMENT") is made as of August 25, 2000, by and among Genzyme Corporation, a Massachusetts corporation ("GENZYME"), Seagull Merger...Agreement and Plan of Merger • September 13th, 2000 • Genzyme Corp • Biological products, (no disgnostic substances) • Massachusetts
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
EXHIBIT 2 STOCK PURCHASE AGREEMENT BY AND BETWEENStock Purchase Agreement • November 8th, 1999 • Genzyme Corp • Biological products, (no disgnostic substances) • Massachusetts
PARTICULARS andGenzyme Corp • November 9th, 2001 • Biological products, (no disgnostic substances)
GENZYME CORPORATION 3% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2021 REGISTRATION RIGHTS AGREEMENTGenzyme Corp • May 11th, 2001 • Biological products, (no disgnostic substances) • New York
EXHIBIT 10.47 *Confidential portions have been omitted and filed separately with the Commission. TRADEMARK LICENSE AGREEMENT THIS TRADEMARK LICENSE AGREEMENT (this "Agreement") is made as of this 7th day of February, 1997 by and between Biomatrix,...Trademark License Agreement • April 1st, 2002 • Genzyme Corp • Biological products, (no disgnostic substances) • New Jersey
1 EXHIBIT 10.4 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 4 OF THIS WARRANTGenzyme Corp • November 14th, 1997 • Biological products, (no disgnostic substances) • Massachusetts
