UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

~~DATE~~Date OFof ~~REPORT~~Report (~~DATE~~Date OFof ~~EARLIEST~~earliest ~~EVENT~~event ~~REPORTED~~reported): ~~March~~ April 294, 2011

GENZYME CORPORATION

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its~~Its ~~charter~~Charter)

Massachusetts	0-14680	06-1047163
(State or other jurisdiction of	(Commission file number)	(IRS employer identification
incorporation or organization)		number)

Massachusetts
(State or Other Jurisdiction of Incorporation)

500 Kendall Street, Cambridge, Massachusetts 02142 (Address of Principal Executive Offices) (Zip Code)


0-14680		06-1047163
(Commission File Number)		(IRS Employer Identification No.)

1500 Kendall Street, Cambridge, Massachusetts		02142
(Address of Principal Executive Offices)		(Zip Code)

(617) 252-7500 (Registrant’s ~~telephone~~Telephone ~~number~~Number, ~~including~~Including ~~area~~Area ~~code: (617~~Code) ~~252-7500~~

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ~~(see General Instruction A~~.~~2. below):~~

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

oItem 2.01 ~~Soliciting~~Completion ~~material~~of ~~pursuant~~Acquisition toor ~~Rule 14a-12~~Disposition ~~under~~of ~~the Exchange Act (17~~Assets ~~CFR 240.14a-12)~~

o Pursuant ~~Pre-commencement~~to ~~communications~~the ~~pursuant~~Agreement toand ~~Rule~~Plan of Merger, dated as of February ~~14d~~16, 2011 (the “Merger Agreement”), among sanofi-2aventis (b“Parent”), ~~under~~GC Merger Corp., a direct, wholly-owned subsidiary of Parent (the “Purchaser”) and Genzyme Corporation, a Massachusetts corporation (“Genzyme”), on April ~~Exchange~~8, ~~Act~~2011, Parent completed its acquisition of Genzyme. The transaction was consummated through an exchange offer (17the ~~CFR~~“Exchange ~~240~~Offer”) by Purchaser for all outstanding shares of common stock, $0.~~14d~~01 par value, of Genzyme (the “Shares”), followed by the “short-2form” merger of the Purchaser with and into Genzyme (bthe “Merger”), with Genzyme surviving as a direct wholly-owned subsidiary of Parent. As a result of the Merger, all Shares not tendered in the Exchange Offer (except for Shares held by Parent, the Company and their subsidiaries, and Shares held by shareholders who properly perfect appraisal rights under Massachusetts law) were converted into the right to receive the same $74.00 in cash, less any applicable withholding for taxes and without interest (the “Cash Consideration”), and (ii) one contingent value right (each, a “CVR,” and, together with the Cash Consideration, the “Merger Consideration”) per share that was delivered to tendering holders in the Exchange Offer.

o In ~~Pre-commencement~~the ~~communications~~Merger ~~pursuant~~Agreement, among other things, Purchaser agreed to ~~Rule 13e~~amend its then-pending offer to purchase all of the outstanding Shares of Genzyme, announced on October 4~~(c)~~, ~~under~~2010, to reflect the ~~Exchange~~terms ~~Act~~of ~~(17~~the ~~CFR~~Merger ~~240~~Agreement, and to set the Merger Consideration as the purchase price offered in the offer.~~13e-4~~ On March 7, 2011, Purchaser filed an amended and restated Offer to Exchange and a related Letter of Transmittal, attached as exhibits to the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (cthe “SEC”)) by Parent and Purchaser on March 7, 2011, as amended or supplemented from time to time.

~~Item~~ On April 84, 2011 (the “Acceptance Date”) Purchaser accepted for exchange all Shares that were validly tendered and not properly withdrawn, and exchange for such Shares has been made, in accordance with the terms of the Exchange Offer.01 Computershare Trust Company, N.A., the exchange ~~Other~~agent ~~Events~~for the Exchange Offer (the “Exchange Agent”), advised Parent and Purchaser that 224,528,469 Shares (including 43,285,259 Shares subject to guarantees of delivery) were validly tendered and not properly withdrawn pursuant to the Exchange Offer, representing approximately 84.6% of all the outstanding Shares as of the expiration date of the Exchange Offer. Following the acceptance of the Shares validly tendered and not properly withdrawn in the Offer to Exchange (excluding the shares subject to guarantees of delivery) Parent and Purchaser owned approximately 62% of the total Shares on fully-diluted basis. As a result of such acceptance of Shares in the Offer to Exchange, a change in control of Genzyme occurred.

On Purchaser ~~March~~commenced a subsequent offering period on April 294, 2011, ~~Genzyme~~for ~~Corporation~~all ~~(the~~remaining ~~“Company”)~~untendered Shares ~~filed~~that ~~Amendment~~expired Noat 6:00 p. 28m., toNew ~~its Solicitation/Recommendation~~York ~~Statement~~City time, on ~~Schedule~~Thursday, April ~~14D-9~~7, ~~originally~~2011, ~~filed~~in byaccordance with the ~~Company~~applicable ~~with~~rules ~~the Securities~~ and ~~Exchange~~regulations ~~Commission~~of onthe ~~October 7,~~SEC ~~2010,~~and inthe ~~order~~Merger toAgreement. ~~provide~~Following anthe ~~update~~close of onthe ~~litigation matters~~subsequent ~~related~~offering toperiod, the ~~exchange~~Exchange ~~offer~~Agent byadvised GCParent and ~~Merger~~Purchaser ~~Corp.~~that ~~(“Offeror”)~~56,069,616 aShares were ~~wholly-owned~~validly ~~subsidiary~~tendered ~~of sanofi-aventis~~in the subsequent offering period (~~“Sanofi”),~~including deliveries ~~for~~of ~~all~~Shares ~~outstanding~~pursuant ~~shares~~to delivery guarantees), representing 21.1% of the issued ~~Company’s~~and ~~common~~outstanding ~~stock~~Shares. ~~The~~At ~~Company does~~such ~~not~~time, ~~expect~~Parent ~~litigation~~and toPurchaser owned ~~delay~~a ~~the~~total ~~consummation~~of 237,312,826 Shares, representing 89.4% of the ~~exchange~~issued ~~offer~~and outstanding Shares.

~~On March 18, 2011, the West Palm Beach Police Pension Fund filed an Emergency Motion to~~2 Intervene in a consolidated action filed by Chester County Employees’ Retirement Fund, Alan R. Kahn, David Shade and Louisiana Municipal Police Employees’ Retirement System (the “Consolidated State Action”) allegedly on behalf of a putative class of shareholders in the Business Litigation Session of the Massachusetts Superior Court (Suffolk County) against the Company, the Company’s executive officers and the Company directors. This motion was denied on March 23, 2011. The court also ordered on March 23 that a lawsuit previously filed by the West Palm Beach Police Pension Fund allegedly on behalf of a putative class of shareholders in Massachusetts Superior Court (Middlesex County) against the Company, the Company’s directors, Sanofi and Offeror be transferred to Suffolk County and consolidated with the Consolidated State Action.

On The ~~March 22,~~aggregate ~~2011,~~Cash ~~Jerry~~Consideration L.paid &by ~~Mena~~Parent M.and ~~Morelos~~Purchaser ~~Revocable~~in ~~Trust,~~the ~~Bernard~~Exchange ~~Malina,~~Offer ~~Emanuel~~was ~~Resendes,~~approximately ~~William~~$17.6 Sbillion. ~~Field,~~Amounts ~~III,~~paid ~~Trustee~~for ~~U/A~~the ~~Dated~~Shares ~~October 12,~~were ~~1991~~funded by ~~William S. Field Jr. and Warren Pinchuck, the plaintiffs in~~ a ~~consolidated~~Facilities ~~action~~Agreement (the “~~Consolidated~~Facilities ~~Federal Action~~Agreement”) ~~on behalf~~with ~~of a putative class of shareholders in the U~~J.SP. ~~District~~Morgan ~~Court for the District of Massachusetts against the Company~~plc, ~~the~~Société ~~Company’s~~Générale ~~executive~~Corporate ~~officers~~& ~~and~~Investment ~~the~~Banking ~~Company directors~~and ~~moved~~BNP ~~for~~Paribas ~~leave~~as tomandated ~~file~~lead aarrangers ~~Second~~(the ~~Amended~~“Initial ~~Shareholder~~Mandated ~~Class Action~~Lead ~~Complaint (“SACC~~Arrangers”). ~~The SACC would allege that the defendants violated provisions of the Securities Exchange Act of 1934, as amended,~~ and ~~breached~~BNP ~~their fiduciary duties by~~Paribas, ~~among other things, issuing a false and misleading~~ ~~Schedule 14D-9~~J.P. ~~The~~Morgan ~~SACC~~Europe ~~would~~Limited ~~also~~and ~~allege~~Société ~~that~~Générale ~~Sanofi~~(the ~~aided~~“Initial ~~and~~Lenders”), ~~abetted~~subsequently ~~the individual~~syndicated ~~defendants’~~among ~~alleged~~a ~~breaches~~group of ~~fiduciary~~credit ~~duties.~~institutions ~~The~~(together ~~suit~~with ~~would~~the ~~seek~~Initial Lenders, ~~among~~the ~~other relief (i~~“Lenders”) ~~class action status~~, ~~(ii) an~~for unsecured ~~order~~term ~~enjoining~~loan ~~the~~facilities ~~defendants~~of ~~from~~up ~~completing~~to ~~the~~US ~~merger unless they provide shareholders with additional information~~$15,000,000,000 (~~iii) an~~together, ~~order directing~~ the ~~defendants~~“Acquisition ~~to comply~~Facility”), ~~with~~and ~~their~~available ~~fiduciary~~cash ~~duty~~at toParent ~~disclose~~at ~~to shareholders all material information, and (iv) an award to~~ the ~~plaintiffs~~time of the ~~costs~~payment offor the ~~action~~Shares, including ~~reasonable~~cash ~~attorneys’ and experts’ fees and~~generated ~~expenses.~~from ~~The~~an ~~plaintiffs~~offer ~~also~~of ~~indicated~~notes ~~that~~(the ~~they~~“Bond ~~would~~Offering”) ~~not~~and ~~seek to preliminarily enjoin~~ the ~~exchange~~ ~~offer~~issuance ~~and~~of ~~the~~commercial ~~merger~~paper ~~between~~in the ~~Company~~U.S. ~~and~~under an ~~Offeror~~existing program.

A In ~~copy~~the ofMerger Agreement, Genzyme granted an irrevocable option (the ~~Motion~~“Top-Up ~~for~~Option”) ~~Leave~~to Purchaser to ~~File~~purchase newly-issued shares directly from Genzyme. On April 8, 2011, subsequent to the ~~SACC~~acceptance isof Shares ~~attached~~in ~~hereto~~the asExchange ~~Exhibit 99~~Offer and the subsequent offering period, Purchaser exercised the option (the “Top-Up Option”) granted to Purchaser to purchase newly issued Shares directly from Genzyme in accordance with the Merger Agreement.1. Purchaser ~~The~~purchased 16,245,894 newly issued ~~foregoing~~Shares ~~description~~(the “Top-Up Shares”) at a price of $76.33 per Share and paid the ~~Consolidated~~purchase ~~Federal~~price ~~Action~~(i) by issuing isa ~~qualified~~promissory note to Genzyme in ~~its~~the ~~entirety~~amount byof ~~reference~~$1,239,886,631 toand ~~Exhibit~~(ii) 99by paying $162,459 in cash to Genzyme.1 ~~hereto~~Subsequent to the exercise of the Top-Up Option, Parent and Purchaser had an aggregate ownership of over 90% of the outstanding Shares.

On Parent ~~March~~completed its acquisition of Genzyme by effecting a short-form merger pursuant to Section ~~23,~~11.05 ~~2011,~~of the Massachusetts ~~Superior~~Business ~~Court~~Corporation Act (~~Middlesex~~the ~~County~~“MBCA”) ~~also~~between ~~denied~~Purchaser and Genzyme and, as a result, Genzyme became a direct, wholly-owned subsidiary of Parent. As a result of the ~~motion~~Merger, any Shares not tendered in the Exchange Offer (other than Shares held in the treasury of ~~previous~~Genzyme ~~derivative~~or ~~plaintiff~~owned ~~Local~~by ~~No. 38~~Parent, ~~International~~which ~~Brotherhood~~Shares were canceled and retired without any conversion thereof and each Share held by any direct or indirect subsidiary of ~~Electrical~~Genzyme ~~Workers~~or Parent ~~Pension~~(other ~~Fund~~than Purchaser), which Shares will remain outstanding (with appropriate adjustment to ~~amend~~the number ~~their~~thereof ~~complaint~~to preserve the relative percentage interest in Genzyme represented by such Shares)) were cancelled and ~~denied~~converted ~~plaintiffs’~~into ~~emergency~~the ~~motion~~right to ~~consolidate~~receive the ~~state~~ ~~derivative~~same ~~actions~~Merger ~~with~~Consideration that was paid in the ~~Consolidated~~Offer ~~State~~to ~~Action~~Exchange.

~~Also~~ The onforegoing ~~March 23,~~description ~~2011, the Business Litigation Session~~ of the ~~Massachusetts~~Merger ~~Superior~~Agreement ~~Court granted~~is ~~the~~qualified ~~motion of the plaintiffs~~ in ~~the~~its ~~Consolidated~~entirety ~~State~~by ~~Action~~reference to ~~supplement their~~ ~~Consolidated Class Action Complaint but denied~~ the ~~plaintiffs’~~Merger ~~request~~Agreement, ~~for~~a ~~expedited~~copy ~~discovery. The~~of ~~Court~~which ~~ruled~~was ~~that~~attached ~~the~~as ~~plaintiffs’ supplement to the Consolidated Class~~Exhibit ~~Action~~2.1 ~~Complaint does not present a “sufficiently colorable claim”~~ to ~~merit~~Genzyme’s ~~expedited~~Current ~~discovery~~Report ~~and that plaintiffs’~~on ~~discovery~~Form ~~requests~~8-K ~~were~~filed ~~overbroad~~with ~~and unduly burdensome.” Following this ruling,~~ the ~~plaintiffs~~SEC ~~in this action have indicated that they do not intend to pursue a preliminary injunction based~~ on ~~the allegations~~February 16, in2011, ~~the~~and ~~supplement~~is toincorporated ~~the~~herein ~~Consolidated~~by ~~Class Action~~reference.

~~On March~~Item 24, 2011, the plaintiffs in the Consolidated State Action filed an emergency motion for a preliminary injunction to “escrow a portion of the acquisition proceeds for the payment of plaintiffs’ counsel’s attorneys’ fees and expenses3.~~” A copy of this motion is attached hereto as Exhibit 99~~01.2. InNotice ~~this motion, the plaintiffs sought to have the court require that $1.9 million~~ of ~~the~~ ~~amounts~~Delisting ~~otherwise~~or ~~payable~~Failure to ~~Company~~Satisfy ~~shareholders be placed in an escrow account pending~~ a ~~hearing~~ onContinued aListing ~~purportedly~~Rule ~~forthcoming~~or ~~application~~Standard; byTransfer ~~the plaintiffs for an award~~ of Listing.

~~attorneys’~~ As ~~fees~~a ~~and~~result ~~expenses.~~of ~~The~~the ~~foregoing~~transactions ~~description~~described ofabove, ~~this~~Genzyme ~~motion~~no islonger ~~qualified~~fulfills inthe ~~its~~numerical ~~entirety~~listing byrequirements ~~reference~~of tothe ~~Exhibit 99.2~~NASDAQ ~~hereto.~~Global ASelect ~~hearing~~Market (“NASDAQ”). Accordingly, on ~~this~~April 8, ~~motion~~2011, at ~~before~~Genzyme’s request, NASDAQ filed with the ~~court~~Securities ~~was~~and ~~held~~Exchange Commission (the “SEC”) a onNotification ~~March 29,~~of ~~2011.~~Removal Onfrom ~~March~~Listing ~~30,~~and/or ~~2011~~Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the ~~court~~“Exchange ~~denied~~Act”), on Form 25 thereby effecting the delisting ~~plaintiffs’~~of ~~motion~~the ~~for~~Shares ~~preliminary~~from ~~injunction~~NASDAQ and the deregistration of the Shares under Section 12(b) of the Exchange Act. Upon the effectiveness of this Form 25

~~Item 9.01 Financial Statements and Exhibits.~~3

Exhibit Number		Description
99.1		Motion for Leave to File a Second Amended Shareholder Class Action Complaint filed by Jerry L. & Mena M. Morelos Revocable Trust, Bernard Malina, Emanuel Resendes, William S. Field, III, Trustee U/A Dated October 12, 1991 by William S. Field Jr. and Warren Pinchuck in the United States District Court for the District of Massachusetts on March 22, 2011 (filed as Exhibit (a)(51) to Amendment No. 28 to the Company’s Solicitation/Recommendation Statement on Schedule 14D-9 filed on March 29, 2011, and incorporated herein by reference).
99.2		Emergency Motion for Preliminary Injunction filed by Chester County Employees Retirement Fund, Alan R. Kahn. David Shade and Louisiana Municipal Police Employees’ Retirement System in the Massachusetts Superior Court for Suffolk County on March 24, 2011 (filed as Exhibit (a)(52) to Amendment No. 28 to the Company’s Solicitation/Recommendation Statement on Schedule 14D-9 filed on March 29, 2011, and incorporated herein by reference).

filing, Genzyme will file a Form 15 with the SEC to suspend its duty to file reports under Sections 13 and 15(d) of the Exchange Act and to deregister its common stock under Section 12(g) of the Exchange Act.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated in this Item by reference.

Item 3.02. Unregistered Sales of Equity Securities.

As described in Item 2.01, pursuant to the Merger Agreement, on April 8, 2011, Purchaser exercised the Top-Up Option and purchased the Top-Up Shares at a price of $76.33 per Share and paid the purchase price (i) by issuing a promissory note to Genzyme in the amount of $1,239,886,631 and (ii) by paying $162,459 in cash to Genzyme. The Top-Up Shares were issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act, as a transaction by an issuer not involving a public offering.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated in this Item by reference.

Item 3.03. Material Modification to Rights of Security Holders.

As described in Item 2.01, as a result of the Merger, each remaining Share (except for Shares held by Parent, the Company and their subsidiaries, and Shares held by shareholders who properly perfect appraisal rights under Massachusetts law) was converted into the right to receive the Merger Consideration.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated in this Item by reference.

Item 5.01. Changes in Control of Registrant

As described in Item 2.01, as a result of the acceptance of Shares in the Offer to Exchange, a change in control of Genzyme occurred.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated in this Item by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers.

Pursuant to the Merger Agreement, at the effective time of the Merger, Gregory Irace and Paul Chew, the directors of the Purchaser immediately prior to the effective time of the Merger, became the directors of the surviving corporation in the Merger, until the earlier of their death, resignation or removal or until their respective successors are duly designated or elected and qualified. Information about Messrs. Irace and Chew has been previously disclosed on Schedule I to the Registration Statement on Form F-4 filed with the SEC by Parent and Purchaser on March 7, 2011, as amended (file no. 333-172638) (the “Registration Statement”),

and is incorporated herein by reference. Immediately following the Effective Time, the board of directors of the surviving corporation was expanded to three members, and Mr. Christopher Viehbacher was appointed as director and chairman of the board of directors of the surviving corporation. Information about Mr. Viehbacher has been previously disclosed in Schedule I to the Registration Statement, and is incorporated herein by reference.

On April 8, 2011, as of the Effective Time, Mr. Henri Termeer resigned as President and Chief Executive Officer and immediately after the Effective Time, Mr. Viehbacher was appointed as President and Chief Executive Officer of Genzyme.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GENZYME CORPORATION
Dated: March 30, 2011	By:	/s/ Thomas J. DesRosier
		Name:	Thomas J. DesRosier
		Title:	Senior Vice President, General Counsel and Chief Legal Officer


GENZYME CORPORATION
By:	/s/ Thomas J. DesRosier
	Name:	Thomas J. DesRosier
	Title:	Senior Vice President, General Counsel and Chief Legal Officer

~~EXHIBIT~~Dated: ~~INDEX~~April 8, 2011

Exhibit Number		Description
99.1		Motion for Leave to File a Second Amended Shareholder Class Action Complaint filed by Jerry L. & Mena M. Morelos Revocable Trust, Bernard Malina, Emanuel Resendes, William S. Field, III, Trustee U/A Dated October 12, 1991 by William S. Field Jr. and Warren Pinchuck in the United States District Court for the District of Massachusetts on March 22, 2011 (filed as Exhibit (a)(51) to Amendment No. 28 to the Company’s Solicitation/Recommendation Statement on Schedule 14D-9 filed on March 29, 2011, and incorporated herein by reference).
99.2		Emergency Motion for Preliminary Injunction filed by Chester County Employees Retirement Fund, Alan R. Kahn. David Shade and Louisiana Municipal Police Employees’ Retirement System in the Massachusetts Superior Court for Suffolk County on March 24, 2011 (filed as Exhibit (a)(52) to Amendment No. 28 to the Company’s Solicitation/Recommendation Statement on Schedule 14D-9 filed on March 29, 2011, and incorporated herein by reference).

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