July 3, 2000 Biomatrix, Inc. 65 Railroad Avenue Ridgefield, New Jersey 07657 Ladies and Gentlemen: This opinion is furnished to you pursuant to Section 9.4 of the Amended Agreement and Plan of Merger dated as of March 6, 2000 and amended as of April...Genzyme Corp • July 3rd, 2000 • Biological products, (no disgnostic substances)
This opinion is furnished to you pursuant to Section 9.4 of the Amended Agreement and Plan of Merger dated as of March 6, 2000 and amended as of April 17, 2000 (the "Agreement"), among Genzyme Corporation, a Massachusetts corporation ("Genzyme"), Seagull Merger Corporation, a Massachusetts corporation ("Merger Sub"), and Biomatrix, Inc., a Delaware corporation ("Biomatrix"). Pursuant to the Agreement, Biomatrix will merge with and into Merger Sub, with Merger Sub continuing as the surviving corporation and as a wholly-owned direct subsidiary of Genzyme, in a transaction (the "Merger") in which the existing stockholders of Biomatrix will receive cash and Genzyme common stock in exchange for their issued and outstanding shares of Biomatrix common stock. You have requested our opinion as to certain federal income tax consequences anticipated to follow from implementation of the Agreement. Capitalized terms not defined herein have the respective meanings set forth in the Agreement.
