Guarantee and Second Supplemental Indenture Sample Contracts

GENZYME EUROPE B.V. Guarantee and Second Supplemental Indenture
Guarantee and Second Supplemental Indenture • March 1st, 2011 • Genzyme Corp • Biological products, (no disgnostic substances) • New York

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”).