EX-25.1 7 a2132791zex-25_1.htm EXHIBIT 25.1
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Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM T-1

STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)

31-0841368
I.R.S. Employer Identification No.

180 East Fifth Street
St. Paul, Minnesota
(Address of principal executive offices)		   55101
(Zip Code)

U.S. Bank National Association
One Federal Street
Boston, MA 02110
(617) 603-6552
(Name, address and telephone number of agent for service)

Genzyme Corporation
(Issuer with respect to the Securities)

Massachusetts
(State or other jurisdiction of
incorporation or organization)		   06-1047163
(I.R.S. Employer
Identification No.)


500 Kendall Square
Cambridge, MA
Attn: Peter Wirth, Chief Legal Officer
(Address of Principal Executive Offices)
 
02141
(Zip Code)

1.25% Convertible Senior Notes due December 1, 2023
(Title of the Indenture Securities)

FORM T-1

Item 1.    GENERAL INFORMATION. Furnish the following information as to the Trustee.

      a)
      Name and address of each examining or supervising authority to which it is subject.

          Comptroller of the Currency
          Washington, D.C.

      b)
      Whether it is authorized to exercise corporate trust powers.

          Yes

Item 2.    AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

      None

Items 3–15    Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16.    LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

      1.
      A copy of the Articles of Association of the Trustee.*

      2.
      A copy of the certificate of authority of the Trustee to commence business.*

      3.
      A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*

      4.
      A copy of the existing bylaws of the Trustee.*

      5.
      A copy of each Indenture referred to in Item 4. Not applicable.

      6.
      The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

      7.
      Report of Condition of the Trustee as of December 31, 2003, published pursuant to law or the requirements of its supervising or examining authority, Attached as Exhibit 7.

      8.
      A copy of any order pursuant to which the foreign trustee is authorized to act as            sole trustee under indentures qualified or to be qualified under the Act: Not applicable.

    *
    Incorporated by reference to Registration Number 333-67188 dated November 16, 2001.

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NOTE

        The answers to this statement insofar as such answers relate to what persons have been underwriters for any securities of the obligors within three years prior to the date of filing this statement, or what persons are owners of 10% or more of the voting securities of the obligors, or affiliates, are based upon information furnished to the Trustee by the obligors. While the Trustee has no reason to doubt the accuracy of any such information, it cannot accept any responsibility therefor.


SIGNATURE

        Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Boston, Commonwealth of Massachusetts on the 7th of April 2004.

    U.S. BANK NATIONAL ASSOCIATION

 
 
By:
/s/  GERALD R. WHEELER      
Gerald R. Wheeler
Vice President

By:
/s/  SUSAN FREEDMAN      
Susan Freedman
Vice President

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Exhibit 6

CONSENT

        In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: April 7, 2004

    U.S. BANK NATIONAL ASSOCIATION

 
 
By:
/s/  GERALD R. WHEELER      
Gerald R. Wheeler
Vice President

By:
/s/  SUSAN FREEDMAN      
Susan Freedman
Vice President

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Exhibit 7

U.S. Bank National Association
Statement of Financial Condition
As of 12/31/2003

($000's)

 
   12/31/2003
Assets      
  Cash and Due From Depository Institutions   $ 8,631,361
  Federal Reserve Stock     0
  Securities     42,963,396
  Federal Funds     2,585,353
  Loans & Lease Financing Receivables     114,727,656
  Fixed Assets     1,840,487
  Intangible Assets     9,545,158
  Other Assets     8,865,639
   
    Total Assets   $ 189,159,050

Liabilities
 
 
 
  Deposits   $ 128,249,183
  Fed Funds     8,683,536
  Treasury Demand Notes     0
  Trading Liabilities     213,447
  Other Borrowed Money     21,664,023
  Acceptances     123,996
  Subordinated Notes and Debentures     5,953,524
  Other Liabilities     5,173,011
   
    Total Liabilities   $ 170,060,720

Equity
 
 
 
  Minority Interest in Subsidiaries   $ 1,002,595
  Common and Preferred Stock     18,200
  Surplus     11,677,397
  Undivided Profits     6,400,138
   
    Total Equity Capital   $ 19,098,330

Total Liabilities and Equity Capital
 
$
189,159,050

To the best of the undersigned's determination, as of the date hereof, the above financial information is true and correct.

U.S. Bank National Association

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