According to a press release dated October 19, 2010, Genzyme Corporation is a biotechnology company with a broad product and service portfolio focused on rare genetic disease orders, renal disease, orthopedics, cancer, transplant and immune disease, and diagnostic and predictive testing. In July 2010, Sanofi attempted to engage Genzyme in discussions concerning a potential acquisition of Genzyme by Sanofi. Specifically, Sanofi proposed to purchase Genzyme for $69 per share, a transaction valued at approximately $18.5 billion. On August 11, 2010, Genzyme rejected Sanofi's non-coercive, good faith, premium offer, despite Sanofi's stated willingness to consider significant increases in its offering price, perhaps to as high as $80 per share, if Genzyme allowed Sanofi to conduct a due diligence review of confidential business information. However, Genzyme has refused to allow Sanofi's due diligence review unless Sanofi first raised its price, without specifying any particular price it wanted Sanofi to offer. On October 4, 2010, Sanofi commenced a Tender Offer to purchase all of the outstanding common shares of Genzyme.

On October 7, 2010, Genzyme, with the approval of its Board of Directors, issued a materially false and misleading Solicitation/Recommendation Statement on Schedule 14D-9. The 14D-9, which recommends that Genzyme shareholders reject the Tender Offer and not tender their shares, omits and/or misrepresents material information and fails, among other things, to provide any credible explanation of why the Board of Directors refuses to negotiate with Sanofi and allow Sanofi to conduct a due diligence review that might support a higher offering price. Instead, the 14D-9 states that Sanofi's offering price is not high enough to warrant either negotiations or allowance of a due diligence review by Sanofi. However, given Sanofi's expressed willingness to consider raising its offering price to as high as $80 per share, Genzyme's position is untenable.

On December 06, 2010, the Plaintiff submitted a Notice of Dismissal without Prejudice Pursuant to Rule 41(a)(1)(a) of the Federal Rules of Civil Procedure.

On December 17, 2010, the Court issued an Order to Consolidate the Actions under the docket number of 10-CV-11356 and appoint co-lead Counsel in this case.

The Magistrate Judge issued an Order and Recommendation to grant the Plaintiff's motion for voluntary dismissal and to deny the Defendant's motion to dismiss as moot.