GENZYME CORP, DEF 14A, 1995-04-13

GENZYME CORP
DEF 14A, 1995-04-13
PHARMACEUTICAL PREPARATIONS

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<PAGE> 1

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted
[x] Definitive Proxy Statement by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 204.14a-12

GENZYME CORPORATION
-----------------------------------------------
(Name of Registrant as Specified In Its Charter)

GENZYME CORPORATION
-----------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
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[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of Securities to which transaction applies:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
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previously. Identify the previous filing by registration statement number, or
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<PAGE> 2
GENZYME CORPORATION

ONE KENDALL SQUARE, CAMBRIDGE, MASSACHUSETTS 02139
(617) 252-7500

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

The annual meeting of the stockholders of Genzyme Corporation, a
Massachusetts corporation, will be held at the Doubletree Guest Quarters Suite
Hotel, 400 Soldiers Field Road, Boston, Massachusetts, at 2:00 p.m. on
Thursday, May 18, 1995 for the following purposes:

1. To elect two directors of the Company.

2. To vote on a proposed amendment to the Company's 1990 Equity
Incentive Plan that would increase the number of shares of
General Division Common Stock covered by the Plan from
6,500,000 to 7,600,000.

3. To vote on a proposed amendment to the Company's 1990 Equity
Incentive Plan that would limit the number of shares subject
to options or stock appreciation rights that may be granted
under the Plan to any individual within any fiscal year to
200,000 shares of General Division Common Stock and 300,000
shares of Tissue Repair Division Common Stock.

4. To vote on a proposed amendment to the Company's 1990 Equity
Incentive Plan that would prohibit the granting of
nonstatutory options at any price below the fair market value
of the underlying stock on the date of grant.

5. To vote on a proposed amendment to the Company's 1990 Employee
Stock Purchase Plan that would increase the number of shares
of Tissue Repair Division Common Stock covered by the Plan
from 200,000 to 600,000.

6. To transact such other business as may properly come before
the meeting.

Only stockholders of record at the close of business on March 30, 1995
will be entitled to vote at the meeting.

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING.
THEREFORE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE YOUR
PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF
MAILED IN THE UNITED STATES. IF YOU ATTEND THE MEETING AND WISH TO VOTE IN
PERSON, YOUR PROXY WILL NOT BE USED.

By order of the Board of Directors,

Peter Wirth
Clerk

Dated: April 13, 1995

<PAGE> 3
GENZYME CORPORATION

One Kendall Square, Cambridge, Massachusetts 02139
Telephone (617) 252-7500

_______________

Proxy Statement

GENERAL INFORMATION

The enclosed proxy is solicited on behalf of the Board of Directors of
Genzyme Corporation (the "Company" or "Genzyme") for use at the annual meeting
of stockholders to be held on Thursday, May 18, 1995, and at any adjournments
thereof.

The authority granted by an executed proxy may be revoked at any time
before its exercise by filing with the Clerk of the Company a written
revocation or a duly executed proxy bearing a later date or by voting in person
at the meeting. Shares represented by valid proxies will be voted in
accordance with the specifications in the proxies. If no specifications are
made, the proxies will be voted to elect the directors nominated by the Board
of Directors, to approve the proposed amendments to the 1990 Equity Incentive
Plan and to approve the proposed amendment to the 1990 Employee Stock Purchase
Plan.

On March 30, 1995, the Company had outstanding 26,735,290 shares of
General Division Common Stock, $.01 par value (the "General Division Stock")
and 8,483,419 shares of Tissue Repair Division Common Stock, $.01 par value
(the "TR Stock"), which are its only outstanding classes of voting stock. The
holders of General Division Stock and TR Stock will vote together as a single
class of stock on all matters that will be presented for consideration at the
meeting. Each share of General Division Stock entitles the holder thereof to
one vote and each share of TR Stock entitles the holder thereof to .29 votes.
Only stockholders of record at the close of business on March 30, 1995 will be
entitled to vote at the meeting. A majority in interest of the outstanding
General Division Stock and TR Stock, represented at the meeting in person or by
proxy, constitutes a quorum for the transaction of business.

The approximate date on which this proxy statement and accompanying
proxy are first being sent or given to stockholders is April 13, 1995.

Dated: April 13, 1995

<PAGE> 4

<TABLE>
SHARE OWNERSHIP

The following table and footnotes set forth certain information
regarding the ownership of the Company's General Division Stock and TR Stock,
and the common stock of Genzyme Transgenics Corporation ("GTC") and IG
Laboratories, Inc. ("IG Labs"), two subsidiaries of the Company, as of April 1,
1995 by (i) persons known by the Company to be beneficial owners of more than
5% of its General Division Stock or TR Stock, (ii) the Chief Executive Officer
and each of the four other most highly compensated executive officers of the
Company, (iii) each director of the Company, and (iv) all current executive
officers and directors of the Company as a group:

<CAPTION>
Number of Shares
Beneficial Owner Beneficially Owned (1)
---------- -----
Shares Percent
------ -------
<S> <C> <C>
State of Wisconsin Investment Board (2)
General Division Stock . . . . . . . . . . . . . . . . . . . 1,396,000 5.22
TR Stock . . . . . . . . . . . . . . . . . . . . . . . . . . 776,189 *
Henri A. Termeer (3)
General Division Stock . . . . . . . . . . . . . . . . . . . 388,618 1.43
TR Stock . . . . . . . . . . . . . . . . . . . . . . . . . . 75,661 *
Alan E. Smith (4)
General Division Stock . . . . . . . . . . . . . . . . . . . 68,206 *
TR Stock . . . . . . . . . . . . . . . . . . . . . . . . . . 12,206
Gregory D. Phelps (5)
General Division Stock . . . . . . . . . . . . . . . . . . . 42,924 *
TR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,873
Elliott D. Hillback, Jr (6)
General Division Stock . . . . . . . . . . . . . . . . . . . 67,994 *
TR Stock . . . . . . . . . . . . . . . . . . . . . . . . . . 10,662
Geoffrey F. Cox (7)
General Division Stock . . . . . . . . . . . . . . . . . . . 75,461 *
TR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,180
Henry E. Blair (8)
General Division Stock . . . . . . . . . . . . . . . . . . . 29,300 *
TR Stock . . . . . . . . . . . . . . . . . . . . . . . . . . 8,955
Robert J. Carpenter (9)
General Division Stock . . . . . . . . . . . . . . . . . . . 9,679 *
TR Stock . . . . . . . . . . . . . . . . . . . . . . . . . . 23,446
Charles L. Cooney (10)
General Division Stock . . . . . . . . . . . . . . . . . . . 17,925 *
TR Stock . . . . . . . . . . . . . . . . . . . . . . . . . . 7,419
Constantine E. Anagnostopoulos (11)
General Division Stock . . . . . . . . . . . . . . . . . . . 16,000 *
TR Stock . . . . . . . . . . . . . . . . . . . . . . . . . . 7,160
</TABLE>

- 2 -
<PAGE> 5

<TABLE>
<S> <C> <C>
Henry R. Lewis (12)
General Division Stock . . . . . . . . . . . . . . . . . . . 13,200 *
TR Stock . . . . . . . . . . . . . . . . . . . . . . . . . . 6,620
Douglas A. Berthiaume (13)
General Division Stock . . . . . . . . . . . . . . . . . . . 14,250 *
TR Stock . . . . . . . . . . . . . . . . . . . . . . . . . . 6,923
All current executive officers and
directors as a group (20 persons) (14)
General Division Stock . . . . . . . . . . . . . . . . . . . 1,197,873 4.30
TR Stock . . . . . . . . . . . . . . . . . . . . . . . . . . 285,000 3.27
- --------------------
<FN>
* Indicates less than 1%

(1) Unless otherwise indicated in these footnotes, each stockholder has sole voting and investment power with respect to
the shares listed in the table. Shares acquired for the account of any officer under the Genzyme 1990 Employee Stock Purchase Plan
and Corporation Retirement Savings Plan after December 31, 1994 are not included in the table.

(2) The State of Wisconsin Investment Board ("SWIB") is a government agency which manages public pension funds. SWIB
retains sole voting and dispositive power for all of the shares shown. The foregoing information regarding SWIB is based on
information supplied to the Company by SWIB.

(3) The stock beneficially owned by Mr. Termeer includes 371,250 and 63,318 shares of General Division Stock and TR Stock,
respectively, subject to stock options exercisable within the 60-day period following April 1, 1995 and 3,300 and 445 shares of
General Division Stock and TR Stock, respectively, subject to currently exercisable warrants. In addition, Mr. Termeer owns 9,500
shares of GTC common stock.

(4) The stock beneficially owned by Dr. Smith includes 62,483 and 11,435 shares of General Division Stock and TR Stock,
respectively, subject to stock options exercisable within the 60-day period following April 1, 1995. In addition, Dr. Smith holds
options to purchase 6,000 shares of GTC common stock that are exercisable within the 60-day period following April 1, 1995.

(5) The stock beneficially owned by Mr. Phelps includes 38,633 and 12,715 shares of General Division Stock and TR Stock,
respectively, subject to stock options exercisable within the 60-day period following April 1, 1995 and 2,500 and 337 shares of
General Division Stock and TR Stock, respectively, subject to currently exercisable warrants. In addition, Mr. Phelps holds options
to purchase 6,000 shares of GTC common stock that are exercisable within the 60-day period following April 1, 1995.

(6) The stock beneficially owned by Mr. Hillback includes 63,283 and 10,043 shares of General Division Stock and TR Stock,
respectively, subject to stock options exercisable within the 60-day period following April 1, 1995. Also included are 84 and 11
shares of General Division Stock and TR Stock, respectively, and currently exercisable warrants to purchase 600 and 81 shares of
General Division Stock and TR Stock, respectively, held by Mr. Hillback's wife for her own account. In addition, Mr. Hillback's
wife holds 168 and 22 shares of General Division Stock and TR Stock, respectively, as custodian for their children. Mr. Hillback
also owns 10,000 shares of IG Labs common stock and holds options to purchase 4,250 shares of IG Labs common stock that are
exercisable within the 60-day period following April 1, 1995. Mr. Hillback's wife holds

</TABLE>

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<PAGE> 6

500 shares of IG Labs common stock as custodian for one of their children. Mr.
Hillback disclaims beneficial ownership of all shares held by his wife.

(7) The stock beneficially owned by Dr. Cox includes 72,183 and 12,744
shares of General Division Stock and TR Stock, respectively, subject to stock
options exercisable within the 60-day period following April 1, 1995 and 2,897
and 389 shares of General Division Stock and TR Stock, respectively, held
jointly with his wife.

(8) The stock beneficially owned by Mr. Blair includes 6,000 and 5,810
shares of General Division Stock and TR Stock, respectively, subject to stock
options exercisable within the 60-day period following April 1, 1995. In
addition, Mr. Blair owns 1,000 shares of GTC common stock and holds options to
purchase 6,000 shares of GTC common stock that are exercisable within the 60-
day period following April 1, 1995.

(9) The stock beneficially owned by Mr. Carpenter includes 1,600 and 5,616
shares of General Division Stock and TR Stock, respectively, subject to stock
options exercisable within the 60-day period following April 1, 1995 and 1,000
and 135 shares of General Division Stock and TR Stock, respectively, subject to
currently exercisable warrants. Also included are 246 and 33 shares of General
Division Stock and TR Stock, respectively, and 1,000 and 135 shares of General
Division Stock and TR Stock, respectively, subject to currently exercisable
warrants held by his wife. Mr. Carpenter disclaims beneficial ownership of all
shares held by his wife. In addition, Mr. Carpenter holds options to purchase
4,000 shares of IG Labs common stock that are exercisable within the 60- day
period following April 1, 1995.

(10) The stock beneficially owned by Dr. Cooney includes 6,000 and 5,810
shares of General Division Stock and TR Stock, respectively, subject to stock
options exercisable within the 60-day period following April 1, 1995 and 11,925
and 1,609 shares of General Division Stock and TR Stock, respectively, held
jointly with his wife. Dr. Cooney also owns 1,000 shares of IG Labs common
stock held jointly with his wife. Dr. Cooney's wife owns 500 shares of IG Labs
common stock of which Dr. Cooney disclaims beneficial ownership. In addition,
Dr. Cooney holds 2,000 shares of GTC common stock held jointly with his wife.

(11) The stock beneficially owned by Dr. Anagnostopoulos consists of 16,000
and 7,160 shares of General Division Stock and TR Stock, respectively, subject
to stock options exercisable within the 60-day period following April 1, 1995.

(12) The stock beneficially owned by Mr. Lewis includes 16,000 and 6,620
shares of General Division Stock and TR Stock, respectively, subject to stock
options exercisable within the 60-day period following April 1, 1995.

(13) The stock beneficially owned by Mr. Berthiaume includes 14,000 and
6,890 shares of General Division Stock and TR Stock, respectively, subject to
stock options exercisable within the 60-day period following April 1, 1995.

(14) Includes 1,095,504 and 234,684 shares of General Division Stock and
TR Stock, respectively, that are subject to outstanding stock options
exercisable within the 60-day period following April 1, 1995 and 9,200 and
1,322 shares of General Division Stock and TR Stock, respectively, subject to
currently exercisable warrants. Also includes 20,400 and 2,833 shares of
General Division Stock and TR Stock, respectively, held jointly by officers and
directors of the Company with their respective spouses. Also includes 330 and
44 shares of General Division Stock and TR Stock, respectively, and currently
exercisable warrants to purchase 1,600

- 4 -
<PAGE> 7

and 81 shares of General Division Stock and TR Stock, respectively, held by the
spouses of officers, and 2,571 and 343 shares of General Division Stock and TR
Stock, respectively, held by the spouses of officers for the benefit of the
children of such officers. All such shares subject to warrants and stock
options are treated as outstanding for the purpose of computing the stated
percentage.

The Company's officers and directors as a group own beneficially an
aggregate of 47,350 shares of common stock, less than 1% of the shares
outstanding, of IG Labs, including 8,250 shares subject to stock options
exercisable within the 60-day period following April 1, 1995 and 1,100 shares
of common stock owned jointly by directors and officers and their spouses, 500
shares owned by the spouse of a director and 500 shares held by the spouse of
an officer for the benefit of their minor child.

The Company's officers and directors as a group own beneficially an
aggregate of 30,500 shares of common stock, less than 1% of the shares
outstanding, of GTC, including 18,000 shares subject to stock options
exercisable within the 60-day period following April 1, 1995 and 2,000 shares
held jointly by an officer and his spouse.

ELECTION OF DIRECTORS

The Board of Directors has fixed the number of directors at seven for
the coming year. Pursuant to the Company's Articles of Organization, the Board
of Directors of the Company is divided into three classes, with each class
being as nearly equal in number of directors as possible. The term of one
class expires, and their successors are elected for a term of three years, at
each annual meeting of the Company's stockholders.

As a condition to the closing of the acquisition of BioSurface
Technology, Inc., Robert J. Carpenter was appointed to the Genzyme Board of
Directors and the Audit Committee of the Genzyme Board of Directors, with a
term commencing on December 16, 1994, the effective date of the acquisition,
and ending at the 1996 annual meeting of stockholders of Genzyme.

At the annual meeting of stockholders to be held on May 18, 1995, two
directors will be elected to hold office for three years and until their
successors are elected and qualified. Douglas A. Berthiaume and Henry E. Blair
have been nominated for re- election to a term of office expiring in 1998, and
each has consented to serve if elected. If any nominee is unable to serve,
proxies will be voted for such other candidates as may be nominated by the
Board of Directors.

Pursuant to the Company's by-laws, directors will be elected by a
plurality of the votes properly cast at the meeting. Abstentions, votes
withheld and broker non-votes will not be treated as votes cast and will not
affect the outcome of the election. A "broker non-vote" occurs when a
registered broker holding a customer's shares in the name of the broker has not
received voting instructions on a matter from the customer, is barred by
applicable rules from exercising discretionary authority to vote on the matter,
and so indicates on the proxy.

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<PAGE> 8

<TABLE>

The following table contains certain information about the nominees for directors and each other person whose term of office
as a director will continue after the meeting.

<CAPTION>
Present
Business Experience During Past Five Director Term
Name and Age Years and Other Directorships Since Expires
---- --- --- ----- --- ----- ------------- ----- -------
<S> <C> <C> <C>
Henri A. Termeer Mr. Termeer has served as President of the Company since October 1983 1997
Age: 49 1983, Chief Executive Officer since December 1985 and Chairman of
the Board since May 1988. For ten years prior to joining the
Company, Mr. Termeer worked for Baxter Travenol Laboratories,
Inc., a manufacturer of human health care products. Mr. Termeer
is Chairman of the Boards of IG Laboratories, Inc., Genzyme
Transgenics Corporation and Neozyme II Corporation. Mr. Termeer
is also a director of Abiomed, Inc., AutoImmune Inc., Xenova
Ltd., and Lotus Development Corporation and a trustee of
Hambrecht & Quist Healthcare Investors and of Hambrecht & Quist
Life Sciences Investors.

*Henry E. Blair Mr. Blair is a consultant to several companies, including 1981 1995
Age: 51 Genzyme. Prior to January 1990, Mr. Blair was Senior Vice
President, Scientific Affairs of Genzyme. Before joining Genzyme
in 1981, he was Associate Director of the New England Enzyme
Center at Tufts University School of Medicine. Mr. Blair is also
a director of Genzyme Transgenics Corporation, Dynagen, Inc. and
Celtrix Pharmaceuticals, Inc.

Charles L. Cooney Dr. Cooney is a Professor of Chemical and Biochemical Engineering 1983 1996
Age: 50 and Co-Director of the Program on the Pharmaceutical Industry at
Massachusetts Institute of Technology. Dr. Cooney joined the MIT
faculty as an Assistant Professor in 1970 and became a Professor
in 1982. Dr. Cooney is also a principal of BioInformation
Associates, Inc., a consulting company.

Constantine E. Dr. Anagnostopoulos is Managing General Partner of Gateway 1986 1996
Anagnostopoulos Associates, which is the general partner of Gateway Venture
Age: 72 Partners III, L.P., a venture capital partnership. From January
1986 to April 1987, Dr. Anagnostopoulos was a consultant to
Monsanto Company, a producer of pharmaceuticals, chemicals,
plastics and textiles, and to Alafi Capital, a venture capital
firm. From 1982 through 1985, he served as Corporate Vice
President of Monsanto Company.
</TABLE>

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<PAGE> 9

<TABLE>
<CAPTION>
Present
Business Experience During Past Five Director Term
Name and Age Years and Other Directorships Since Expires
------------ --------------------------------------- --------- -------
<S> <C> <C> <C>
Henry R. Lewis Mr. Lewis is a consultant to several companies and Chairman of 1987 1997
Age: 69 the Board of Delphax Systems, a manufacturer of high speed non-
impact printers, and a member of the Board of Protein Engineering
Corporation, a pharmaceutical discovery and development company.
From 1986 to February 1991, Mr. Lewis was the Vice Chairman of
the Board of Dennison Manufacturing Company, a manufacturer and
distributor of products for the stationery, technical paper, and
industrial and retail systems markets. From 1982 to 1986, Mr.
Lewis was a Senior Vice President of Dennison.
*Douglas A. Mr. Berthiaume is a director, President, and Chief Executive 1988 1995
Berthiaume Officer of Waters Corporation, a high technology manufacturer of
Age: 46 products used for analysis and purification, formerly a division
of Millipore Corporation. From May 1991 to August 1994, he was
President of the Waters Division of Millipore Corporation and
from 1988 to 1991, he was Chief Financial Officer of Millipore
Corporation.

Robert J. Mr. Carpenter is Chairman of the Board of GelTex Pharmaceuticals, 1994 1996
Carpenter Inc., a privately held pharmaceutical development company which
Age: 50 he co-founded in November 1991 and where he served as President
and Chief Executive Officer until May 1993. Mr. Carpenter was
Chairman of the Board, President, and Chief Executive Officer of
Integrated Genetics, Inc., a biotechnology company that merged
with Genzyme in 1989. Following the merger and until 1991, Mr.
Carpenter was Executive Vice President of Genzyme, and Chief
Executive Officer and Chairman of the Board of IG Laboratories,
Inc., a biotechnology company and a majority-owned subsidiary of
Genzyme. Mr. Carpenter is presently a director of Apex
BioSciences, Inc., Neozyme II Corporation and IG Laboratories,
Inc.
- ------------------------
<FN>
* Nominee for election as director
</TABLE>

The Board of Directors held seven meetings during 1994, and each
director attended at least 75% of the aggregate of all meetings of the Board
and all committees of the Board on which he served, except for Mr. Berthiaume
who attended 64% of all such meetings.

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<PAGE> 10

The Company has standing Audit and Compensation Committees of the
Board of Directors but does not have a Nominating Committee. The Audit
Committee, which consisted of Messrs. Lewis (Chairman), Anagnostopoulos and
Berthiaume until December 16, 1994, held four meetings in 1994. As of December
16, in connection with the Company's acquisition of BioSurface Technology,
Inc., Mr. Carpenter was appointed to the Audit Committee. The primary function
of the Audit Committee is to assist the Board of Directors in the discharge of
its duties and responsibilities by assuring that the financial information
which will be provided to the stockholders and others is reliable and that the
systems of control which management has established effectively safeguard the
assets of the Company. The committee reviews the general scope of the
Company's annual audit, the fee charged by the Company's independent
accountants and other matters relating to internal control systems. For
information about the Compensation Committee, see the "Compensation Committee
Report on Executive Compensation" below.

DIRECTOR COMPENSATION

Director Fees. Directors who are not employees of the Company, other
than Mr. Blair, receive a quarterly retainer of $5,000.

Consulting Agreement. Since January 1, 1990, the Company has entered
into an annual consulting agreement with Mr. Blair under which he provides
consulting services to the Company for a minimum of 50 and a maximum of 100
days during the year for an annual fee of $100,000. The agreement has been
renewed for 1995.

1988 Director Stock Option Plan. All of the directors who are not
employees of the Company (the "Eligible Directors") are currently eligible to
participate in the 1988 Director Stock Option Plan. Options under the Plan are
automatically granted once a year at the annual meeting of the stockholders of
the Company to Eligible Directors elected or reelected at the meeting. Each
such Eligible Director receives, for each year of the term of office to which
he is elected, an option to purchase (i) 1,600 shares of General Division Stock
and (ii) a number of shares of TR Stock equal to 400 times a fraction, the
numerator of which is the fair market value of the General Division Stock and
the denominator of which is the fair market value of the TR Stock on the date
of such grant, with the fair market value for the General Division Stock and
the TR Stock equal to the last sale price for the General Division Stock and
the TR Stock, respectively, on the date of grant of such options. In addition,
upon the election of an Eligible Director under the Plan other than at an
annual meeting of stockholders (whether by the Board of Directors or the
stockholders and whether to fill a vacancy or otherwise), such Director is
automatically granted options to purchase the number of shares of General
Division Stock and TR Stock described in the preceding sentence for each year
or portion thereof of the term of office to which he or she is elected.

Options granted under this Plan at an annual meeting of stockholders
become exercisable with respect to one-third of the total number of shares of
General Division Stock and TR Stock on the date of each annual meeting of
stockholders following their date of grant, if and only if the option holder is
a member of the Board of Directors of the Company at the opening of business on
that date. Options granted under the Plan have a term of ten years from their
date of grant and an exercise price equal to the fair market value of the class
of common stock with respect to which the option is exercisable.

On December 16, 1994, the effective date of the Company's acquisition
of BioSurface Technology, Inc., options to purchase 5,000 shares of TR Stock
were granted automatically under the terms of the plan to each Eligible
Director. These options became exercisable immediately.

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<PAGE> 11
EXECUTIVE COMPENSATION

The Compensation Committee Report set forth below describes the
Company's compensation policies applicable to executive officers and the
Compensation Committee's bases for Mr. Termeer's compensation as Chief
Executive Officer during 1994. The following graph shows a comparison of
cumulative total shareholder returns for the Company's former single class of
common stock which has been redesignated as the General Division Stock, to that
of the S&P 500 Composite Index and the Coopers & Lybrand Biotech Index. No
comparable graph is shown for the Company's TR Stock because such class has
only been trading since December 16, 1994.

<TABLE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN AMONG
GENZYME CORPORATION GENERAL DIVISION STOCK (1), S&P 500 INDEX,
AND THE COOPERS & LYBRAND BIOTECH INDEX (2)

<CAPTION>
12/31/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94

<S> <C> <C> <C> <C> <C> <C>
Genzyme Corporation $100 $197 $405 $312 $190 $217
S&P 500 $100 $ 93 $118 $123 $132 $130
Coopers & Lybrand Biotech Index $100 $152 $274 $451 $446 $405
________________
<FN>

(1) On December 16, 1994, the Company's Articles of Organization were amended to redesignate the Company's existing common
stock as General Division Common Stock (the "General Division Stock") and to create a new class of common stock designated Tissue
Repair Division Common Stock (the "TR Stock"). On December 23, 1994, the Company made a pro rata distribution to all holders of
General Division Stock as of the close of business on December 16, 1994 equal to .135 of one share of TR Stock for each share of
General Division Stock. The graph depicts the cumulative returns calculated on an annual basis on $100 invested in the Company's
former single class of common stock, the S&P 500 Index and the Coopers & Lybrand Biotech Index on January 1, 1990, with all
dividends, including the TR Stock dividend, being reinvested.

(2) During 1994, the CooperScott Biotech Index, which was used in the Company's prior proxy statements, was renamed the
Coopers & Lybrand Biotech Index. In addition, the start date for the index was changed from December 31, 1984 to December 31, 1986
and the index was recalculated and restated by Coopers & Lybrand L.L.P. to reflect the performance of the common stock of the
companies that comprised the index as of December 31, 1994.

</TABLE>

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<PAGE> 12

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors determines the
compensation to be paid to all executive officers of the Company, including the
Chief Executive Officer and the other executive officers named in the Summary
Compensation Table set forth below. The Committee also administers the
Company's equity incentive plan, including the grant of stock options under the
plan. The Compensation Committee met six times in 1994 and is currently
composed of Messrs. Cooney (Chairman), Anagnostopoulos and Lewis.

The Company's executive compensation policy is designed to attract,
retain and reward executive officers who contribute to the long-term success of
the Company by maintaining a competitive salary structure as compared with
other biotechnology companies and by aligning compensation with the achievement
of business objectives and individual and corporate performance.

The Company's executive compensation package is composed of three
elements: base salary, annual incentive bonuses based on corporate and
individual performance and initial, annual and other periodic special grants of
stock options under the Company's equity incentive plan. For 1994, the
Committee sought to achieve a total salary, bonus and stock option package for
each officer that is above the 50th percentile (and between the 75th and 90th
percentile for the Chief Executive Officer) of the total compensation paid to
officers in comparable positions at other companies in the biotechnology
industry.

Section 162(m) of the Internal Revenue Code limits a publicly held
company's tax deduction for compensation paid to the chief executive officer
and the other four most highly paid officers. Generally, amounts paid in
excess of $1,000,000 to a covered executive in any year cannot be deducted.
Certain performance based compensation that has been approved by stockholders
is not subject to the limit. The Company is submitting for a vote of the
stockholders at the annual meeting an amendment to the Company's equity
incentive plan to maximize the deductibility of certain awards under such plan.
The Committee will consider other ways to maximize the deductibility of
executive compensation, while retaining the discretion to compensate executive
officers in a manner commensurate with performance and the competitive
environment for executive talent without regard to deductibility.

Base Salary. For 1994, the Chief Executive Officer recommended the
base salary amount for each officer other than himself based on his assessment
of the officer's individual performance. The Committee evaluated and approved
the recommendation in light of the Company's analysis of compensation data
gathered from three surveys prepared by independent compensation consultants.
Two of the three independent surveys focused on biotechnology companies
generally and the third focused on health industry manufacturing companies with
revenues comparable to the Company's.

Base salary ranges were established for each officer based on the
survey information for comparable executive positions. The performance of the
companies surveyed was not considered by the Committee. Nor did the Committee
seek to set each officer's salary at the same percentile within the range.
Rather, the Committee evaluated the Chief Executive Officer's recommendation
regarding each officer's base salary in light of the range established for the
officer's position, taking into account the officer's tenure in the position
and the Committee's subjective assessment of individual performance. For 1994,
the officers' base salaries ranged from the second to the third quartile of the
ranges developed from the survey data.

In fixing Mr. Termeer's base salary for 1994, the Committee considered
chief executive officer compensation data contained in the two independent
surveys of biotechnology companies used in setting the base

- 10 -
<PAGE> 13

salaries for the other officers and one additional survey prepared by the
Company of total cash compensation paid to the chief executive officers of the
ten biotechnology companies that the Company considers to be its closest peers.
The companies in the peer group survey are all included in the Coopers &
Lybrand Biotech Index shown in the performance graph above. The Committee
fixed Mr. Termeer's 1994 base salary at the 68th percentile of the range
established by the survey data based on the same factors considered in setting
the base salaries for the other officers. In addition, the Committee
considered several quantitative and qualitative corporate performance measures.
The Company increased its total revenues from 1992 to 1993 and made significant
scientific and clinical progress in several of its product development
programs, including completion of the first successful clinical trial of a gene
therapy for cystic fibrosis, completion of clinical trials of the Company's
Thyrogen(R) hormone product and the filing of an application for marketing
approval of a recombinant version of Ceredase(R) enzyme for the treatment of
Gaucher disease. The Company made certain strategic acquisitions in Europe,
continued construction of additional manufacturing capacity and expanded its
Therapeutics division into a worldwide unit, thus positioning the Company to
launch and market its products on a global basis.

Incentive Bonuses. A significant portion of the direct pay of
executive officers consists of annual incentive bonuses. A bonus target was
established for each officer prior to the beginning of 1994 using the same
survey data considered in setting base salaries. As with base salaries, the
bonus targets were recommended by the Chief Executive Officer for all officers
other than himself and the Committee evaluated and approved the targets in
light of the appropriate percentile of the salary ranges determined for each
officer, taking into account the Committee's goal stated above for the total
compensation package paid to Company officers.

The bonus targets included both a corporate performance component and
an individual performance component. The corporate performance component of the
annual bonus was payable at the discretion of the Compensation Committee based
on the extent to which the Company achieved the operating income goals approved
by the Board of Directors in connection with setting the 1994 annual budget.
The individual performance component was payable at the discretion of the Chief
Executive Officer based on his evaluation of the executive officer's
qualitative performance for the year.

For the Company's executive officers other than Mr. Termeer, the 1994
combined bonus targets represented from 39% to 65% of base salary with the
amount payable based on corporate performance ranging from one-third to
one-half of the total amount payable. Mr. Termeer's 1994 bonus target was set
at 73% of his base salary, reflecting the Committee's belief that a greater
portion of the Chief Executive Officer's cash compensation should be tied to
performance. Approximately two-thirds of Mr. Termeer's bonus target was
payable based on individual performance and one-third was payable based on
corporate performance.

For 1994, the Company achieved approximately 96% of budgeted operating
income after taking into account certain adjustments deemed appropriate by the
Committee and therefore, each officer received 90% of his targeted corporate
bonus under the formula previously established by the Committee. The Committee
awarded Mr. Termeer approximately 115% of his targeted individual bonus based
on several achievements during the year that the Committee believes have the
potential to transform the business of the Company in both the short and long
term. First, the Company received FDA marketing approval for Cerezyme(TM)
enzyme, the recombinant form of Ceredase(R), while increasing supplies of
Ceredase(R) enzyme in a challenging manufacturing environment. Second, in
February 1995 the Company reported successful results from a pivotal clinical
trial of its HAL-F bioresorbable membrane, a product with a sales potential
greater than Ceredase(R)/Cerezyme(TM). The planned introduction of this
product in 1995 and 1996 should diversify the Company's product portfolio and
ultimately reduce its dependence on Ceredase(R)/Cerezyme(TM) enzyme sales.
Finally, through a corporate partnering arrangement and an acquisition, the
Company established a leading position in the field of tissue repair. The
Company's Tissue Repair Division has

- 11 -
<PAGE> 14

one product on the market, one that will be launched on a limited basis in 1995
and several more in various stages of clinical development.

Stock Options. Annual stock option awards were made to executive
officers in May 1994, the same time that stock option awards were made to all
other employees of the Company. At that time, the Company had only one class
of common stock authorized to be issued. Mr. Termeer was granted options to
purchase 30,000 shares and each other officer was granted options to purchase
8,500 shares. The size of each officer's award for 1994 was determined based
on an analysis of the present value (using the Black-Scholes option valuation
model) of option grants by other companies in the biotechnology industry to
employees at comparable salary levels to the Company's officers, taking into
account the Committee's goal stated above for the total compensation package
paid to each officer. The number of options previously granted to each officer
was not specifically considered by the Committee.

In August 1994, in connection with the Company's proposed acquisition
of BioSurface Technology, Inc., the Committee granted options to purchase a new
class of the Company's common stock, designated Tissue Repair Division Common
Stock ("TR Stock"), to the former employees of BioSurface Technology, Inc. who
were to become employees of the Tissue Repair Division as a result of the
acquisition, the employees of the Company who were expected to devote 20% or
more of their working time to the Tissue Repair Division, the Company's
divisional officers with Company-wide responsibilities and all of the Company's
executive officers. All of such options were contingent upon consummation of
the BioSurface acquisition and were exercisable 20% on the first trading date
of TR Stock and 20% on each of the next four anniversaries thereof. Because of
the absence of a prior market for the TR Stock and the possibility of
substantial turnover in such shares immediately after their initial issuance,
the Committee sought to preserve the intended incentive effect of the initial
TR Stock options by setting their exercise price at the lower of the closing
price of TR Stock on the first trading date or the date six months later. The
closing price on the first trading date, December 16, 1994, was $4.75. Mr.
Termeer received options to purchase 66,000 shares of TR Stock. The number of
TR Stock options granted to each other officer varied depending upon the amount
of effort each officer was expected to devote to the Tissue Repair Division,
with Mr. Phelps, the President of the Tissue Repair Division, and Dr.
McPherson, the Vice President Research and Development of the Tissue Repair
Division, each receiving 37,500 TR Stock options, and each of the other
executive officers receiving either 15,000 or 7,500.

The Committee has periodically awarded executive officers special
stock options, the exercisability of which may be accelerated upon the
Company's achievement of specified revenue and profitability targets or
specified increases in the Company's stock price within a certain time period.
In December 1994, the Committee granted such special stock options to purchase
General Division Stock to each officer. These options were priced at fair
market value on the date of grant and were exercisable as to one- third of such
shares immediately and as to the remaining two-thirds in approximately nine
years and six months after the date of grant. However, exercisability may be
accelerated in the discretion of the Committee with respect to one-half of the
unvested options if the Company achieves its operating income goals set forth
in the 1995 budget and with respect to the other half of the unvested options
if the Company achieves its operating income goals set forth in the 1996
budget. Mr. Termeer received options to purchase 30,000 shares of General
Division Stock on these terms and each of the other executive officers received
options to purchase 10,000 shares of General Division Stock.

By the Compensation Committee,

Charles L. Cooney, Chairman
Constantine E. Anagnostopoulos
Henry R. Lewis

- 12 -
<PAGE> 15

<TABLE>
The following tables set forth certain compensation information for the Chief Executive Officer of the Company and each of
the four other most highly compensated executive officers of the Company.

SUMMARY COMPENSATION TABLE
<CAPTION>
LONG-TERM
COMPENSATION ALL OTHER
ANNUAL COMPENSATION AWARDS COMPENSATION
------------------- ------ ------------
Options(#)
----------
General
-------
Name and Principal Position Year Salary($) Bonus($) Division Stock TR Stock GTC ($)(1)
--------------------------- ---- --------- -------- -------------- -------- --- ------

<S> <C> <C> <C> <C> <C> <C> <C>
Henri A. Termeer 1994 499,231 387,500 60,000 66,000 --- 14,640
Chief Executive Officer 1993 459,462 225,000 105,000 -- --- 14,388
1992 424,541 235,000 30,000 -- --- 7,292

Alan E. Smith 1994 201,788 81,500 18,500 15,000 --- 1,875
Senior Vice President, 1993 190,831 50,000 33,500 -- 2,000 2,249
Research 1992 179,939 60,000 8,500 -- --- 2,182

Elliott D. Hillback, Jr.(2) 1994 184,808 90,000 18,500 7,500 --- 1,875
Senior Vice President 1993 174,846 42,000 33,500 -- --- 2,186
1992 164,924 75,000 8,500 -- --- 2,062

Geoffrey F. Cox 1994 179,808 100,000 18,500 15,000 --- 1,875
Senior Vice President, 1993 167,846 40,000 33,500 -- --- 2,123
Operations 1992 159,923 60,000 8,500 -- --- 2,088

Gregory D. Phelps 1994 179,712 100,000 18,500 37,500 --- 1,875
Senior Vice President 1993 164,846 46,000 33,500 -- 2,000 13,568
1992 150,000 60,000 8,500 -- --- 2,010
- -----------------
<FN>

(1) The reported amounts consist of employer contributions under the Genzyme Corporation Retirement Savings Plan. For Mr.
Termeer, the reported amounts also include insurance premiums of $12,765, $12,139, and $5,110 paid by the Company on his behalf
in 1994, 1993 and 1992, respectively, for life and disability insurance benefits. For Mr. Phelps, the reported amount for 1993
also includes $11,508 for reimbursement of relocation expenses.

(2) Since August 1991, Mr. Hillback has also served as President and Chief Executive Officer of IG Laboratories, Inc. All of
the cash compensation reported above for Mr. Hillback was paid by Genzyme and charged to IG Laboratories, Inc. pursuant to the
Services Agreement between the two companies. See "Certain Transactions" below.

</TABLE>

- 13 -
<PAGE> 16

<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR

<CAPTION>
Individual Grants
-----------------

Potential Realizable Value at
Number of % of Total Assumed Annual Rates of Stock
Securities Options Exercise or Price Appreciation for Option Term
Underlying Granted to Base Price ----------------------------------
Options Employees in ($/Share) Expiration
Name Granted(#)(1) Fiscal 1994 (1) Date 0%$ 5%($)(2) 10%($)(2)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Henri A. Termeer
Genzyme (TR) 66,000 6.92 4.75 12/16/2004 0 197,158 499,638
Genzyme (General) 30,000 1.78 27.75 12/8/2004 0 523,555 1,326,791
Genzyme (General) 30,000 1.78 30.13 5/19/2004 0 568,364 1,440,345
Alan E. Smith
Genzyme (TR) 15,000 1.57 4.75 12/16/2004 0 44,809 113,554
Genzyme (General) 10,000 0.59 27.75 12/8/2004 0 174,518 442,264
Genzyme (General) 8,500 0.50 30.13 5/19/2004 0 161,036 408,098
Elliott D. Hillback, Jr.
Genzyme (TR) 7,500 0.79 4.75 12/16/2004 0 22,404 56,777
Genzyme (General) 10,000 0.59 27.75 12/8/2004 0 174,518 442,264
Genzyme (General) 8,500 0.50 30.13 5/19/2004 0 161,036 408,098
Geoffrey F. Cox
Genzyme (TR) 15,000 1.57 4.75 12/16/2004 0 44,809 113,554
Genzyme (General) 10,000 0.59 27.75 12/8/2004 0 174,518 442,264
Genzyme (General) 8,500 0.50 30.13 5/19/2004 0 161,036 408,098
Gregory D. Phelps
Genzyme (TR) 37,500 3.93 4.75 12/16/2004 0 112,022 112,022
Genzyme (General) 10,000 0.59 27.75 12/8/2004 0 174,518 442,264
Genzyme (General) 8,500 0.50 30.13 5/19/2004 0 161,036 408,098
All Genzyme
Stockholders
Genzyme (TR) -- -- 4.75 -- 0 25,365,423 64,219,482
Genzyme (General) -- -- 27.75 -- 0 466,530,311 1,181,967,171
Genzyme (General) -- -- 30.13 -- 0 506,366,393 1,283,026,567
- -----------------
<FN>

(1) The TR Stock options shown on the first line for each officer were granted as of December 16, 1994 and became exercisable
with respect to 20% of such shares on the date of grant, and with respect to an additional 20% of such shares on each of the
next four anniversaries of the grant date. These options have an exercise price equal to the lower of $4.75, which was the
closing price of shares of the TR Stock on December 16, 1994, the first date such shares were traded on the Nasdaq National
Market System, and the closing price of such shares on the six-month anniversary of such date. The 66,000 TR Stock options
shown for Mr. Termeer are subject to stockholder approval of proposed amendment number 3 to the Company's 1990 Equity Incentive
Plan described below. The General Division Stock options shown on the second line for each officer were granted on December 8,
1994; one third of such options were exercisable immediately and the remaining options become exercisable on June 8, 2004.
However, exercisability may be accelerated with respect to half of the unvested options in the discretion of the Compensation
Committee if the Company achieves its operating income goals established in the 1995 budget and with regard to the other half
of the unvested options if the Company achieves its operating income goals with respect to the 1996 budget. The General
Division Stock options shown on the third line for each officer were granted on May 19, 1994, were exercisable with respect to
20% of such shares on the date of grant, and will become exercisable with respect to an additional 20% of such shares on each
of the next four anniversaries of the grant date. The options shown on the second and third lines were granted at fair market
value on their date of grant.

</TABLE>
- 14 -

<PAGE> 17

In connection with the distribution of TR Stock to holders of General
Division Stock on December 23, 1994, all outstanding stock options issued
by the Company were adjusted so that each option became an option to
purchase the same number of shares of General Division Stock as the number
of shares of common stock previously subject to the option and the number
of shares of TR Stock that the holder of such option would have received if
the holder had exercised the option immediately prior to the distribution
(which amounted to .135 shares of TR Stock for each share of General
Division Stock represented by such option). At the election of each option
holder other than certain foreign holders, the General Division Stock and
the TR Stock portions of each outstanding option became separately
exercisable and the exercise price of each option was allocated between the
General Division Stock option and the TR Stock option in proportion to the
relative market values of the General Division Stock and the TR Stock on
December 16, 1994.

(2) The potential realizable value for the TR Stock options shown on the first
line were calculated assuming an exercise price of $4.75. The dollar
amounts under these columns are the result of calculations at the 5% and 10%
rates set by the Securities and Exchange Commission and, therefore, are not
intended to forecast possible future appreciation, if any, in the price of
the underlying TR Stock or General Division Stock. No gain to the optionees
is possible without an increase in the price of the underlying stock, which
will benefit all shareholders proportionately. In order to realize the
potential values set forth in the 5% and 10% columns of this table, the
trading price of the General Division Stock and TR Stock would have to be
approximately 63% and 159% above their respective exercise prices for each
option, or approximately $7.74 and $12.32 for the TR Stock options with a
$4.75 exercise price, approximately $45.20 and $71.96 for the General
Division options with a $27.75 exercise price, or approximately $49.07 and
$78.12 for the General Division options with a $30.13 exercise price. The
amounts shown for all Genzyme stockholders reflect the potential value to
all stockholders if the TR Stock or General Division Stock appreciates at
the rates shown over the term of the options, assuming a purchase in 1994 at
the option exercise prices shown.

<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUE

<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options at Options at
Shares December 31, 1994(#) December 31, 1994($)
Acquired on Value Exercisable/ Exercisable/
Name Exercise(#) Realized($) Unexercisable Unexercisable(1)
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Henri A. Termeer
Genzyme (General) -- -- 347,250/205,000 $5,645,708/576,750
Genzyme (TR) -- -- 13,200/52,800 0/0
Alan E. Smith
Genzyme (General) -- -- 55,683/52,800 $751,216/246,851
Genzyme (TR) -- -- 3,000/12,000 0/0
Elliott D. Hillback, Jr.
Genzyme (General) -- -- 56,483/73,667 $547,037/246,851
Genzyme (TR) -- -- 1,500/6,000 0/0
Geoffrey F. Cox
Genzyme (General) -- -- 72,883/73,667 $1,178,505/246,851
Genzyme (TR) -- -- 3,000/12,000 0/0
Gregory D. Phelps
Genzyme (General) -- -- 33,533/76,967 $14,836/76,101
Genzyme (TR) -- -- 7,500/30,000 0/0
- ---------------------
<FN>

(1) Based on the difference between the option exercise price and the closing price of the underlying common stock on December 31,
1994, which closing price was $31.50, in the case of Genzyme General Division Stock and $3.75 in the case of Genzyme TR Stock.

</TABLE>

- 15 -
<PAGE> 18

EXECUTIVE EMPLOYMENT AGREEMENTS

Henri A. Termeer, President and Chief Executive Officer of the
Company, has an employment agreement with the Company that renews automatically
each January 1 for an additional one year period, unless prior written notice
of nonrenewal is given. The agreement provided for an initial annual base
salary in 1990 of $300,000, subject to increase in subsequent years as
determined by the Board of Directors or Compensation Committee, as well as
certain life and disability insurance benefits. The agreement entitles Mr.
Termeer to participate in the Company's cash bonus plan and in any equity
incentive plans established by the Company. In addition, the agreement
provides for a lump sum payment of two times annual salary and bonus and full
vesting of all rights and options (other than certain performance options)
under stock or other equity incentive plans in the event that Mr. Termeer's
employment is terminated by the Company without cause (as defined). If Mr.
Termeer's employment is terminated by the Company without cause or by Mr.
Termeer for good reason (as defined) following a change in control of the
Company, the Company will make a lump sum severance payment to him of three
times annual salary and bonus. Upon such termination, the agreement also
provides for (i) a cash payment equal to the additional retirement benefit that
would have been earned under any retirement plan of the Company if employment
had continued for three years, (ii) continuation of his life, accident and
health insurance coverage for three years, except to the extent comparable
benefits are provided by a subsequent employer and (iii) in certain
circumstances, legal costs and relocation expenses associated with such
termination. The agreement contains customary confidentiality, non-competition
and ownership of inventions provisions.

EXECUTIVE SEVERANCE AGREEMENTS

The Company has Executive Severance Agreements with all of its
executive officers other than Mr. Termeer, pursuant to which payments will be
made under certain circumstances following a change in control of the Company.
The Agreements are automatically renewed for successive one year terms each
January 1 unless prior written notice of nonrenewal is given. These agreements
provide that in the event the officer's employment is terminated by the Company
without cause or by the officer for good reason following a change in control,
the Company will make a lump sum severance payment to the officer of two times
(in the case of David J. McLachlan, the Company's Chief Financial Officer,
three times) annual salary and bonus. Upon such termination, the Agreements
also provide for (i) a cash payment equal to the additional retirement benefit
which would have been earned under the Company's retirement plans if employment
had continued for two years (in the case of Mr. McLachlan, three years)
following the date of termination, (ii) participation in the life, accident and
health insurance plans of the Company for such period except to the extent such
benefits are provided by a subsequent employer and (iii) in certain
circumstances, legal costs and relocation expenses associated with such
termination.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

In April 1983, Genzyme entered into a 10 year product development
agreement with BioInformation Associates, Inc. ("BIA"), a corporation owned by
a group of eight scientists on the faculties of MIT, Harvard and Indiana
University, including Dr. Cooney, a director of Genzyme. Each BIA member was
obligated to devote a substantial portion of his or her non-academic
professional time to providing consulting services to Genzyme aimed at
identifying and developing products of commercial interest to Genzyme. The
agreement, which has now expired, provided for ongoing annual retainers which
in 1994 amounted to $75,000, of which Dr. Cooney received approximately
$15,000. Effective July 1, 1994, Genzyme and Dr. Cooney entered into a
consulting agreement under which he provides consulting services to Genzyme for
a minimum of 20 days per year for an annual fee of $30,000. Dr. Cooney
received $15,000 in 1994 and will be paid $30,000 in 1995 under the consulting
agreement.

- 16 -
<PAGE> 19

PROPOSALS TO AMEND THE 1990 EQUITY INCENTIVE PLAN

GENERAL

The purpose of the Genzyme Corporation 1990 Equity Incentive Plan
(the "Equity Plan") is to attract and retain key employees and consultants of
the Company, to provide an incentive for them to achieve long-range performance
goals, and to enable them to participate in the long-term growth of the
Company. The Equity Plan provides for the grant of stock options (incentive
and nonstatutory), stock appreciation rights, performance shares, restricted
stock and stock units (the "Awards") to employees and consultants of the
Company and its affiliates ("Eligible Persons").

Currently, Awards may be made under the Equity Plan for up to
6,500,000 shares of General Division Stock and up to 2,000,000 shares of TR
Stock, subject to adjustment for stock splits, stock dividends and certain
transactions affecting the Company's capital stock. In addition, shares may be
issued under the Equity Plan through the assumption or substitution of
outstanding grants from an acquired company without reducing the number of
shares available for award under the Equity Plan.

As of March 31, 1995, approximately 1,874 employees were eligible to
participate in the Equity Plan. The closing price of the Company's General
Division Stock and TR Stock as reported by the Nasdaq National Market System on
March 31, 1995 was $38.75 and $7.06, respectively.

ADMINISTRATION AND ELIGIBILITY

Awards under the Equity Plan are granted at the discretion of the
Compensation Committee which determines the recipients and establishes the
terms and conditions of each award, including the exercise price, the form of
payment of the exercise price, the number of shares subject to options or other
equity rights and the time at which such options become exercisable. The
exercise price of any incentive stock option granted under the Equity Plan may
not be less than the fair market value of the General Division Stock or TR
Stock, as the case may be, on the date of grant. The Equity Plan had
previously allowed the exercise price of nonstatutory stock options granted
under the Equity Plan to be set at not less than 50% of the fair market value
of the General Division Stock or TR Stock, as the case may be, on the date of
grant. However, on March 10, 1995 the Board of Directors voted to prohibit the
grant of nonstatutory options at any price below the fair market value of the
underlying stock on the date of grant and is submitting this proposed amendment
to the stockholders for their approval as described below.

The Compensation Committee has adopted guidelines for the number of
options awarded to each new employee of the Company, other than executive
officers. These guidelines are based on the salary grade of the employee. The
Compensation Committee has delegated to the Senior Vice President, Human
Resources the power to make awards under the Equity Plan to employees who are
not executive officers in amounts consistent with the guidelines. The
guidelines may be changed by the Compensation Committee at any time.

As of March 31, 1995, options to purchase an aggregate of 10,106,593
shares of General Division Stock and 967,276 shares of TR Stock had been
granted under the Equity Plan. Of the foregoing, options to purchase an
aggregate of 2,135,175 shares of General Division Stock and 282,000 shares of
TR Stock had been granted to current executive officers and options to purchase
an aggregate of 7,971,418 shares of General Division Stock and 685,276 shares
of TR Stock had been granted to all other employees. After taking into account
shares available as a result of cancellation of options granted under the
Equity Plan, 528,872 shares of General Division Stock and 1,067,375 shares of
TR Stock remain available for Awards under the Equity Plan. No stock
appreciation rights,

- 17 -
<PAGE> 20

performance shares, restricted stock, stock units or other stock-based awards
have been granted under the Equity Plan.

PROPOSED AMENDMENTS TO THE EQUITY PLAN

The Board of Directors has voted, subject in each case to the approval
of the stockholders, to adopt the following three amendments to the Equity
Plan.

Proposed Amendment 1.

This amendment would increase the aggregate number of shares of
General Division Stock that may be subject to grants under the Equity Plan from
6,500,000 to 7,600,000, subject to adjustment for stock splits, stock dividends
and certain transactions affecting the Company's capital stock. The Company
believes that this increase is necessary and appropriate for the following
reasons:

. It remains the policy of the Company to grant stock options to all
employees, not just executive officers, on their hire date and
annually thereafter based on individual performance. The Company
believes that this policy is a critical factor in its ability to
attract and retain qualified employees since a majority of
biotechnology companies have similar policies. Moreover, the Company
believes that this policy has had a beneficial effect on maintaining
its employee turnover rate of 8% over the past four years as compared
to an industry average of 16%.

. Since May 1993, the last time the stockholders approved an increase in
the number of shares of General Division Stock available under the
Equity Plan, the number of people employed by the Company has grown by
25%. In recognition of this increase in the number of employees and
the growing maturity of the Company, the Compensation Committee voted
on March 10, 1995 to reduce the number of options to be granted to
non-executive employees under the new hire and annual grant guidelines
by approximately 30%.

. The Company's own analysis indicates that the value of the regular
annual stock options granted to its five most highly compensated
executives in 1994 were below average as compared to similar grants
reported for 1993 by the 10 largest biotechnology companies. In
addition, using the Black-Scholes valuation methodology, the value of
the regular annual stock options granted to the Company's Senior Vice
Presidents in 1994 ranked approximately in the 45th percentile of the
27 largest biotechnology companies. The Company has also granted
special stock options to its executive officers that are tied
specifically to the Company's performance. Historically, these
performance objectives have been based on achieving specific revenue,
profitability or stock price goals within relatively short periods of
time, all of which are consistent with increasing shareholder value.

For these reasons, the Company believes that the amendment to increase the
number of General Division Stock available under the Equity Plan by 1.1 million
is necessary in order to ensure that a sufficient number of shares are
available to be issued to Eligible Persons under the Company's compensation
policies.

Proposed Amendment 2.

This amendment would limit the number of shares subject to stock
options or stock appreciation rights that may be granted under the Equity Plan
to any one Eligible Person within any fiscal year to 200,000 shares of General
Division Stock and 300,000 shares of TR Stock, subject in each case to
adjustment for stock splits, stock dividends

- 18 -
<PAGE> 21

and certain transactions affecting the Company's capital stock. This amendment
is intended to ensure that the gain recognized on the exercise of certain stock
options and stock appreciation rights granted to the Company's highest paid
executive officers will not be subject to the $1,000,000 limitation on the
deductibility of executive compensation imposed by Section 162(m) of the
Internal Revenue Code. Although the Company has not typically granted stock
options or stock appreciation rights that approach these limits, such limits
will give the Company the flexibility to grant such Awards should the
Compensation Committee determine that it would be in the best interest of the
Company to do so. In order to preserve the Company's tax deduction if and when
Mr. Termeer exercises the 66,000 TR Stock options granted to him in December
1994, these options are contingent upon stockholder approval of this amendment.

Proposed Amendment 3.

This amendment would prohibit the granting of nonstatutory options at
any price below the fair market value of the General Division Stock or TR
Stock, as the case may be, on the date of grant. Although the Company has
rarely granted options at less than fair market value, this amendment is
intended to alleviate concerns expressed by some stockholders that the granting
of options at less than fair market value does not align the interests of the
grantee and the stockholders as effectively as options granted at fair market
value.

FEDERAL INCOME TAX CONSEQUENCES RELATING TO STOCK OPTIONS

Incentive Stock Options. An optionee does not realize taxable income
upon the grant or exercise of an incentive stock option ("ISO") under the
Equity Plan.

If no disposition of shares issued to an optionee pursuant to the
exercise of an ISO is made by the optionee within two years from the date of
grant or within one year from the date of exercise, then (a) upon sale of such
shares, any amount realized in excess of the option price (the amount paid for
the shares) is taxed to the optionee as long-term capital gain and any loss
sustained will be a long-term capital loss and (b) no deduction is allowed to
the Company for Federal income tax purposes. The exercise of ISOs gives rise
to an adjustment in computing alternative minimum taxable income that may
result in alternative minimum tax liability for the optionee.

If shares acquired upon the exercise of an ISO are disposed of prior
to the expiration of the two-year and one-year holding periods described above
(a "disqualifying disposition") then (a) the optionee realizes ordinary income
in the year of disposition in an amount equal to the excess (if any) of the
fair market value of the shares at exercise (or, if less, the amount realized
on a sale of such shares) over the option price thereof and (b) the Company is
entitled to deduct such amount. Any further gain realized is taxed as a
short-term or long-term capital gain and does not result in any deduction to
the Company. A disqualifying disposition in the year of exercise will
generally avoid the alternative minimum tax consequences of the exercise of an
ISO.

Nonstatutory Stock Options. No income is realized by the optionee at
the time a nonstatutory option is granted. Upon exercise, (a) ordinary income
is realized by the optionee in an amount equal to the difference between the
option price and the fair market value of the shares on the date of exercise
and (b) the Company receives a tax deduction for the same amount, subject to
applicable withholding requirements. Upon disposition of the shares,
appreciation or depreciation after the date of exercise is treated as a
short-term or long-term capital gain or loss and will not result in any
deduction by the Company.

- 19 -
<PAGE> 22

VOTES REQUIRED

The affirmative vote by the holders of a majority in interest of the
General Division Stock and TR Stock present, or represented, and entitled to
vote at the meeting is required to approve the first two proposed amendments to
the Equity Plan. Broker non-votes will not be counted as present or
represented for this purpose. Abstentions will be counted as present and
entitled to vote and, accordingly, will have the effect of a negative vote.
The affirmative vote of a majority of the votes cast by the holders of General
Division Stock and TR Stock is required to approve the third proposed amendment
to the Equity Plan. Abstentions and broker non-votes will not be counted as
votes cast.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THESE PROPOSALS

PROPOSAL TO AMEND THE 1990 EMPLOYEE STOCK PURCHASE PLAN

GENERAL

The purpose of the Genzyme Corporation 1990 Employee Stock Purchase
Plan (the "Purchase Plan") is to provide full-time employees of the Company and
its subsidiaries an opportunity to purchase the Company's common stock on
favorable terms.

Under the Purchase Plan, a total of 750,000 shares of General Division
Stock and 200,000 shares of TR Stock are reserved for issuance, subject to
adjustment for stock splits, stock dividends and certain transactions affecting
the Company's capital stock. As of March 31, 1995, approximately 1,874
employees were eligible to participate in the Purchase Plan. The closing price
of the Company's General Division Stock and TR Stock as reported by the Nasdaq
National Market System on March 31, 1995 was $38.75 and $7.06, respectively.

ADMINISTRATION AND ELIGIBILITY

The Purchase Plan is intended to qualify as an "employee stock
purchase plan" under Section 423 of the Internal Revenue Code (the "Code").
Rights to purchase General Division Stock and TR Stock under the Purchase Plan
are granted at the discretion of the Company's Board of Directors, which,
through an administrator, determines the frequency and duration of individual
offerings under the Purchase Plan and the date(s) when stock may be purchased.
Eligible employees participate voluntarily and may withdraw from any offering
at any time before stock is purchased. Participation terminates automatically
upon termination of employment for any reason. The purchase price per share of
General Division Stock and TR Stock is 85% of the lower of its fair market
value on the first day of an offering period or the applicable purchase date
and may be paid through regular payroll deductions, lump sum cash payments or a
combination of both, as determined by the Board of Directors. The Purchase
Plan terminates on March 14, 2000.

In accordance with Section 423 of the Code, no employee may subscribe
for shares under the Purchase Plan if, immediately after having subscribed, the
employee would own 5% or more of the voting power or of the value of all
classes of stock of the Company (including stock that may be purchased under
the Purchase Plan or any other plans) nor may an employee buy more than $25,000
worth of stock (determined by the market value of the General Division Stock
and TR Stock at the time an offering beginnings) through the Purchase Plan in
any calendar year. The Purchase Plan provides that no employee may allocate
more than 15%, or such lesser percentage as the Board

- 20 -
<PAGE> 23

of Directors may fix, of the employee's annual rate of compensation to the
purchase of stock through the Purchase Plan.

As of March 31, 1995, 414,185 shares of General Division Stock and
59,101 shares of TR Stock had been purchased under the Purchase Plan leaving
335,815 shares of General Division Stock and 140,899 shares of TR Stock
available for future purchases under the Purchase Plan. Of the shares
purchased, the current executive officers as a group purchased an aggregate of
38,706 shares of General Division Stock and 3,450 shares of TR Stock and all
other employees purchased an aggregate of 375,479 shares of General Division
Stock and 55,651 shares of TR Stock.

PROPOSED AMENDMENT TO THE PURCHASE PLAN

The Board of Directors has voted, subject to the approval of the
stockholders, to increase the aggregate number of shares of TR Stock that may
be purchased under the Purchase Plan from 200,000 to 600,000, subject to
adjustment for stock splits, stock dividends and certain transactions affecting
the Company's capital stock. In December 1994, shareholders approved an
amendment to the Purchase Plan to authorize the purchase of up to 200,000
shares of TR Stock. However, subscriptions for the purchase of TR Stock under
the Purchase Plan thus far have exceeded the Company's expectations, and
therefore the Company believes that an increase in the number of shares of TR
Stock available under the Purchase Plan by 400,000 is necessary.

FEDERAL INCOME TAX CONSEQUENCES RELATING TO PURCHASE PLAN

Participants do not realize taxable income at the commencement of an
offering or at the time shares are purchased under the Purchase Plan.

If no disposition of shares purchased under the Purchase Plan is made
by the participant within two years from the offering commencement date or
within one year from the purchase date, then (a) upon sale of such shares, 15%
of the fair market value of the stock at the commencement of the offering
period (or, if less, the amount realized on sale of such shares in excess of
the purchase price) is taxed to the participant as ordinary income with any
additional gain taxed as a long-term capital gain and any loss sustained is
treated as a long-term capital loss and (b) no deduction is allowed to the
Company for Federal income tax purposes.

If shares of Common Stock purchased under the Purchase Plan are
disposed of prior to the expiration of the two-year and one-year holding
periods described above, then (a) the participant realizes ordinary income in
the year of disposition in an amount equal to the excess of the fair market
value of the shares on the date of purchase over the purchase price thereof,
and (b) the Company is entitled to deduct such amount. Any further gain or
loss is treated as a short-term or long-term capital gain or loss and will not
result in any deduction by the Company.

VOTES REQUIRED

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL

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<PAGE> 24

CERTAIN TRANSACTIONS

IG Labs. Genzyme currently holds approximately 69% of the outstanding
common stock of IG Laboratories, Inc. ("IG Labs"), a publicly traded genetic
diagnostic services company. Genzyme and IG Labs are parties to a services
agreement under which IG Labs pays Genzyme a monthly fee for certain basic
services provided by Genzyme, such as treasury, data processing and laboratory
support services, a sublease agreement pursuant to which Genzyme subleases a
portion of one of its facilities in Framingham, Massachusetts to IG Labs, and a
credit agreement pursuant to which Genzyme has extended to IG Labs an unsecured
line of credit of up to $8 million at an annual interest rate of 6.5%.
Pursuant to the services, sublease and credit agreements, Genzyme received $2.6
million from IG Labs in 1994. In connection with Genzyme's acquisition in
October 1992 of Vivigen, Inc., a genetic diagnostic services company, Genzyme
entered into a management agreement with IG Labs under which IG Labs manages
all aspects of the business of Vivigen in exchange for an annual fee in the
amount of 3% of Vivigen's net service revenues and an annual incentive fee in
the event that Vivigen's annual operating cash flow exceeds its operating cash
flow for 1992. Genzyme paid an aggregate of $4.4 million in management fees to
IG Labs in 1994. Mr. Termeer is Chairman of the Board of IG Labs.

On February 15, 1995, Genzyme delivered to a committee of IG Labs
directors consisting of the directors who are not affiliated with Genzyme a
proposal to acquire all outstanding shares of IG Labs common stock not owned by
Genzyme through a merger of IG Labs into Genzyme in which the stockholders of
IG Labs other than Genzyme would receive .12368 shares of General Division
Stock for each share of IG Labs common stock. The exchange ratio would be
adjusted if the average closing price of General Division Stock during the 20
trading days ending two days before the closing date for the acquisition is
more than $41.80 or less than $34.20, but will not be increased above .13914 or
decreased below .11338. The proposal is subject, among other conditions, to
approval by the committee and the affirmative vote in favor of the acquisition
by a majority of the votes cast by the stockholders of IG Labs other than
Genzyme at a meeting to consider such acquisition.

Neozyme II. In May 1992, Genzyme and Neozyme II Corporation ("Neozyme
II") completed a public offering of 2,415,000 units, each unit consisting of
one share of Neozyme II callable common stock, one Series N warrant to purchase
a share of Genzyme common stock and one callable warrant to purchase a share of
Genzyme common stock, which resulted in gross proceeds to Neozyme II of
approximately $85 million. Under the terms of the agreements between Genzyme
and Neozyme II, Genzyme licensed to Neozyme II all technology owned or
controlled and sublicensable by it that may be useful in developing products
for the treatment of cystic fibrosis and Neozyme II agreed to utilize
substantially all of the net proceeds of the offering to engage Genzyme to
perform research, development and clinical testing of products for the
treatment of cystic fibrosis. In 1994, Genzyme received an aggregate of $17.8
million from Neozyme II under the agreements between the companies. Mr.
Termeer is Chairman of the Board of Neozyme II.

GTC. Genzyme currently holds approximately 43% of the outstanding
common stock of Genzyme Transgenics Corporation ("GTC"), a company engaged in
the application of transgenic technology to the development and production of
recombinant proteins for therapeutic and diagnostic uses. Genzyme and GTC are
parties to a services agreement under which GTC pays Genzyme for certain basic
services provided by Genzyme, such as treasury, data processing and laboratory
support services, a sublease agreement pursuant to which Genzyme subleases a
portion of one of its facilities in Framingham, Massachusetts to GTC, a
research and development agreement pursuant to which Genzyme and GTC each
perform certain research services for each other, and a credit agreement
pursuant to which Genzyme has extended to GTC a secured line of credit of up to
$6.3 million at an annual interest rate of 6%. The largest amount outstanding
under the credit agreement during 1994 was $3.6 million

- 22 -
<PAGE> 25

and the amount outstanding as of March 31, 1995 was $5.2 million. During 1994,
Genzyme received $2.1 million from GTC pursuant to the four agreements between
the companies and GTC received $0.9 million from Genzyme pursuant to the
research and development agreement. On February 10, 1995, GTC sold 500,000
shares of its common stock to Genzyme at a purchase price of $8.00 per share,
or an aggregate purchase price of $4 million pursuant to a common stock put
agreement between GTC and Genzyme entered into at the time of GTC's initial
public offering. Mr. Termeer is Chairman of the Board of GTC.

SECURITIES EXCHANGE ACT REPORTING

The Company's executive officers and directors are required under
Section 16(a) of the Exchange Act to file reports of ownership of Company
securities and changes in ownership with the Securities and Exchange
Commission. Copies of those reports must also be furnished to the Company.

Based solely on a review of the copies of reports furnished to the
Company and written representations that no other reports were required, the
Company believes that during 1994 the executive officers and directors of the
Company complied with all applicable Section 16(a) filing requirements, except
that Dr. Cooney, a director of the Company reported on February 14, 1995 the
exercise of options, the report for which was due June 10, 1994 and Elliott D.
Hillback, an executive officer of the Company, reported on February 14, 1995
sales activity, the report for which was due January 10, 1995.

INFORMATION CONCERNING AUDITORS

The firm of Coopers & Lybrand L.L.P. independent accountants, examined
the Company's financial statements for the years ending December 31, 1994, 1993
and 1992. The Board of Directors has appointed Coopers & Lybrand L.L.P. to
serve as the Company's auditors for its fiscal year ending December 31, 1995.
Representatives of Coopers & Lybrand L.L.P. are expected to attend the annual
meeting to respond to appropriate questions and will have the opportunity to
make a statement if they desire.

DEADLINE FOR STOCKHOLDER PROPOSALS

In order for a stockholder proposal to be considered for inclusion in
the Company's proxy materials for the 1996 annual meeting, it must be received
by the Company at One Kendall Square, Cambridge, Massachusetts 02139,
Attention: David J. McLachlan, no later than December 15, 1995.

ADVANCE NOTICE PROVISIONS FOR
STOCKHOLDER PROPOSALS AND NOMINATIONS

The by-laws of the Company provide that in order for a stockholder to
bring business before or propose director nominations at an annual meeting, the
stockholder must give written notice to the Clerk of the Company not less than
50 days nor more than 75 days prior to the meeting. The notice must contain
specified information about the proposed business or each nominee and the
stockholder making the proposal or nomination. If the annual meeting is
scheduled for a date other than the third Thursday in May and notice thereof is
mailed to stockholders or publicly disclosed less than 65 days in advance, the
notice given by the stockholder must be received not later

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<PAGE> 26

than the 15th day following the day on which the notice of such annual meeting
date was mailed or public disclosure made, whichever first occurs.

EXPENSES OF SOLICITATION

The Company will bear the cost of the solicitation of proxies on
behalf of the Board of Directors, including the charges and expenses of
brokerage firms and others of forwarding solicitation material to beneficial
owners of stock. In addition to use of the mails, proxies may be solicited by
officers and employees of the Company in person or by telephone.

OTHER MATTERS

The Board of Directors does not know of any business to come before
the meeting other than the matters described in the notice. If other business
is properly presented for consideration at the meeting, the enclosed proxy
authorizes the persons named therein to vote the shares in their discretion.

- 24 -

<PAGE> 27
APPENDIX I

Adopted by directors on March 15, 1990
Approved by shareholders on May 17, 1990
Amended by directors on March 14, 1991
Approved by shareholders on May 16, 1991
Amended by directors on March 17, 1993
Approved by shareholders on May 21, 1993
Amended and restated by directors on August 25, 1994
Approved by shareholders on December 12, 1994
Amended by directors on March 10, 1995

GENZYME CORPORATION

1990 EQUITY INCENTIVE PLAN
--------------------------

SECTION 1. PURPOSE
-------

The purpose of the Genzyme Corporation 1990 Equity Incentive Plan (the
"Plan") is to attract and retain key employees and consultants to provide an
incentive for them to assist the Company to achieve long-range performance
goals, and to enable them to participate in the long-term growth of the
Company.

The Plan constitutes an amendment and restatement of the Company's
1983 Stock Option Plan, 1985 U.K. Stock Option Scheme, 1988 Officer Stock
Option Plan and 1989 Stock Option Plan (collectively, the "Prior Plans"), which
are hereby merged with and into the Plan, and the separate existence of the
Prior Plans shall terminate on the effective date of the Plan. The rights and
privileges of holders of outstanding options and rights under the Prior Plans
shall not be adversely affected by the foregoing action.

SECTION 2. DEFINITIONS
-----------

"Affiliate" means any business entity in which the Company owns
directly or indirectly 50% or more of the total combined voting power or has a
significant financial interest as determined by the Committee.

"Award" means any Option, Stock Appreciation Right, Performance Share,
Restricted Stock or Stock Unit awarded under the Plan.

"Board" means the Board of Directors of the Company.

"Code" means the Internal Revenue Code of 1986, as amended from time
to time.

"Committee" means a committee of not less than three members of the
Board appointed by the Board to administer the Plan, each of whom is a
"disinterested person" within the meaning of Rule 16b-3 under the Securities
Exchange Act of 1934, or any successor provision.

"General Stock" means the General Division Common Stock, $0.01 par
value, of the Company.

"Company" means Genzyme Corporation.

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<PAGE> 28

"Designated Beneficiary" means the beneficiary designated by a
Participant, in a manner determined by the Committee, to receive amounts due or
exercise rights of the Participant in the event of the Participant's death. In
the absence of an effective designation by a Participant, designated
Beneficiary shall mean the Participant's estate.

"Fair Market Value" means, with respect to General Stock, TR Stock or
any other property, the fair market value of such property as determined by the
Committee in good faith or in the manner established by the Committee from time
to time.

"Incentive Stock Option" means an option to purchase shares of General
Stock or TR Stock awarded to a Participant under Section 6 which is intended to
meet the requirements of Section 422 of the Code or any successor provision.

"Nonstatutory Stock Option" means an option to purchase shares of
General Stock or TR Stock awarded to a Participant under Section 6 which is not
intended to be an Incentive Stock Option.

"Option" means an Incentive Stock Option or a Nonstatutory Stock
Option.

"Participant" means a person selected by the Committee to receive an
Award under the Plan.

"Performance Cycle" or "Cycle" means the period of time selected by
the Committee during which performance is measured for the purpose of
determining the extent to which an award of Performance Shares has been earned.

"Performance Shares" mean shares of General Stock or TR Stock which
may be earned by the achievement of performance goals awarded to a Participant
under Section 8.

"Reporting Person" means a person subject to Section 16 of the
Securities Exchange Act of 1934 or any successor provision.

"Restricted Period" means the period of time selected by the Committee
during which an award of Restricted Stock may be forfeited to the Company.

"Restricted Stock" means shares of General Stock or TR Stock subject
to forfeiture awarded to a Participant under Section 9.

"Stock Appreciation Right" or "SAR" means a right to receive any
excess in value of shares of General Stock or TR Stock over the exercise price
awarded to a Participant under Section 7.

"Stock Unit" means an award of General Stock or TR Stock or units that
are valued in whole or in part by reference to, or otherwise based on, the
value of General Stock or TR Stock, respectively, awarded to a Participant
under Section 10.

"TR Stock" means the Tissue Repair Division Common Stock, $0.01 par
value, of the Company.

SECTION 3. ADMINISTRATION
--------------

The Plan shall be administered by the Committee. The Committee shall
have authority to adopt, alter and repeal such administrative rules, guidelines
and practices governing the operation of the Plan as it shall from time to time
consider advisable, and to interpret the provisions of the Plan. The
Committee's decisions shall be final and binding. To the extent permitted by
applicable law, the Committee may delegate to one or more executive officers of
the Company the power to make Awards to Participants who are not Reporting
Persons and all determinations under the Plan with respect thereto, provided
that the Committee shall fix the maximum amount of such Awards for the group
and a maximum for any one Participant.

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<PAGE> 29

SECTION 4. ELIGIBILITY
-----------

All employees, and in the case of Awards other than Incentive Stock
Options, consultants of the Company or any Affiliate capable of contributing
significantly to the successful performance of the Company, other than a person
who has irrevocably elected not to be eligible, are eligible to be Participants
in the Plan.

SECTION 5. STOCK AVAILABLE FOR AWARDS
--------------------------

(a) Subject to adjustment under subsection (b), Awards may be made
under the Plan for up to 7,600,000 shares of General Stock (including
outstanding Awards under the Prior Plans) and up to 2,000,000 shares of TR
Stock. If any Award in respect of shares of General Stock or TR Stock expires
or is terminated unexercised or is forfeited for any reason or settled in a
manner that results in fewer shares outstanding than were initially awarded,
including without limitation the surrender of shares in payment for the Award
or any tax obligation thereon, the shares subject to such Award or so
surrendered, as the case may be, to the extent of such expiration, termination,
forfeiture or decrease, shall again be available for award under the Plan,
subject, however, in the case of Incentive Stock Options, to any limitation
required under the Code. General Stock or TR Stock issued through the
assumption or substitution of outstanding grants from an acquired company shall
not reduce the shares available for Awards under the Plan. Shares issued under
the Plan may consist in whole or in part of authorized but unissued shares or
treasury shares.

(b) In the event that the Committee determines that any stock
dividend, extraordinary cash dividend, creation of a class of equity
securities, recapitalization, reorganization, merger, consolidation, split-up,
spin-off, combination, exchange of shares, warrants or rights offering to
purchase General Stock or TR Stock at a price substantially below fair market
value, or other similar transaction affects the General Stock or TR Stock such
that an adjustment is required in order to preserve the benefits or potential
benefits intended to be made available under the Plan, then the Committee,
subject, in the case of Incentive Stock Options, to any limitation required
under the Code, shall equitably adjust any or all of (i) the number and kind of
shares in respect of which Awards may be made under the Plan, (ii) the number
and kind of shares subject to outstanding Awards, and (iii) the award, exercise
or conversion price with respect to any of the foregoing, and if considered
appropriate, the Committee may make provision for a cash payment with respect
to an outstanding Award, provided that the number of shares subject to any
Award shall always be a whole number.

SECTION 6. STOCK OPTIONS
-------------

(a) Subject to the provisions of the Plan, the Committee may award
Incentive Stock Options and Nonstatutory Stock Options relating to either
General Stock or TR Stock and determine the number of shares to be covered by
each Option, the option price therefor and the conditions and limitations
applicable to the exercise of the Option. The terms and conditions of
Incentive Stock Options shall be subject to and comply with Section 422 of the
Code, or any successor provision, and any regulations thereunder.

(b) The Committee shall establish the option price at the time
each Option is awarded, which price shall not be less than 100% of the Fair
Market Value of the General Stock or TR Stock, as the case may be, on the date
of award.

(c) Each Option shall be exercisable at such times and subject to
such terms and conditions as the Committee may specify in the applicable Award
or thereafter. The Committee may impose such conditions with respect to the
exercise of Options, including conditions relating to applicable federal or
state securities laws, as it considers necessary or advisable.

(d) No shares shall be delivered pursuant to any exercise of an
Option until payment in full of the option price therefor is received by the
Company. Such payment may be made in whole or in part in cash or, to the
extent permitted by the Committee at or after the award of the Option, by
delivery of a note or shares of

3
<PAGE> 30

General Stock or TR Stock owned by the optionee, including Restricted Stock,
valued at their Fair Market Value on the date of delivery, or such other lawful
consideration as the Committee may determine.

(e) The Committee may provide for the automatic award of an Option
upon the delivery of shares to the Company in payment of an Option for up to
the number of shares so delivered.

SECTION 7. STOCK APPRECIATION RIGHTS
-------------------------

(a) Subject to the provisions of the Plan, the Committee may award
SARs in tandem with an Option (at or after the award of the Option), or alone
and unrelated to an Option. SARs in tandem with an Option shall terminate to
the extent that the related Option is exercised, and the related Option shall
terminate to the extent that the tandem SARs are exercised. SARs shall have an
exercise price of not less than the Fair Market Value of the General Stock or
TR Stock, as the case may be, on the date of award, or in the case of SARs in
tandem with Options, the exercise price of the related Option.

(b) An SAR related to an Option which can only be exercised during
limited periods following a change in control of the Company, may entitle the
Participant to receive an amount based upon the highest price paid or offered
for General Stock or TR Stock, as the case may be, in any transaction relating
to the change in control or paid during the thirty-day period immediately
preceding the occurrence of the change in control in any transaction reported
in the stock market in which the General Stock or TR Stock is normally traded.

SECTION 8. PERFORMANCE SHARES
------------------

(a) Subject to the provisions of the Plan, the Committee may award
Performance Shares and determine the number of such shares for each Performance
Cycle and the duration of each Performance Cycle. There may be more than one
Performance Cycle in existence at any one time, and the duration of Performance
Cycles may differ from each other. The payment value of Performance Shares
shall be equal to the Fair Market Value of the General Stock or TR Stock, as
the case may be, on the date the Performance Shares are earned or, in the
discretion of the Committee, on the date the Committee determines that the
Performance Shares have been earned.

(b) The Committee shall establish performance goals for each
Cycle, for the purpose of determining the extent to which Performance Shares
awarded for such Cycle are earned, on the basis of such criteria and to
accomplish such objectives as the Committee may from time to time select.
During any Cycle, the Committee may adjust the performance goals for such Cycle
as it deems equitable in recognition of unusual or non-recurring events
affecting the Company, changes in applicable tax laws or accounting principles,
or such other factors as the Committee may determine.

(c) As soon as practicable after the end of a Performance Cycle,
the Committee shall determine the number of Performance Shares which have been
earned on the basis of performance in relation to the established performance
goals. The payment values of earned Performance Shares shall be distributed to
the Participant or, if the Participant has died, to the Participant's
Designated Beneficiary, as soon as practicable thereafter. The Committee shall
determine, at or after the time of award, whether payment values will be
settled in whole or in part in cash or other property, including General Stock,
TR Stock or Awards.

SECTION 9. RESTRICTED STOCK
----------------

(a) Subject to the provisions of the Plan, the Committee may award
shares of Restricted Stock and determine the duration of the Restricted Period
during which, and the conditions under which, the shares may be forfeited to
the Company and the other terms and conditions of such Awards. Shares of
Restricted Stock shall be issued for no cash consideration or such minimum
consideration as may be required by applicable law.

4
<PAGE> 31

(b) Shares of Restricted Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered, except as permitted by the
Committee, during the Restricted Period. Shares of Restricted Stock shall be
evidenced in such manner as the Committee may determine. Any certificates
issued in respect of shares of Restricted Stock shall be registered in the name
of the Participant and unless otherwise determined by the Committee, deposited
by the Participant, together with a stock power endorsed in blank, with the
Company. At the expiration of the Restricted Period, the Company shall deliver
such certificates to the Participant or if the Participant has died, to the
Participant's Designated Beneficiary.

SECTION 10. STOCK UNITS
-----------

(a) Subject to the provisions of the Plan, the Committee may award
Stock Units subject to such terms, restrictions, conditions, performance
criteria, vesting requirements and payment rules as the Committee shall
determine.

(b) Shares of General Stock or TR Stock awarded in connection with
a Stock Unit Award shall be issued for no cash consideration or such minimum
consideration as may be required by applicable law.

SECTION 11. GENERAL PROVISIONS APPLICABLE TO AWARDS
---------------------------------------

(a) LIMITATIONS ON GRANTS OF OPTIONS AND SARs. Subject to
adjustment under Section 5(b), the number of shares subject to Options and SARs
granted to any one individual during any fiscal year may not exceed 200,000
shares of General Stock and 300,000 shares of TR Stock.

(b) REPORTING PERSON LIMITATIONS. Notwithstanding any other
provision of the Plan, to the extent required to qualify for the exemption
provided by Rule 16b-3 under the Securities Exchange Act of 1934, and any
successor provision, (i) any General Stock, TR Stock or other equity security
offered under the Plan to a Reporting Person may not be sold for at least six
months after acquisition, except in case of death or disability and (ii) any
Option, SAR or other similar right related to an equity security, issued under
the Plan to a Reporting Person shall not be transferable other than by will or
the laws of descent and distribution, shall not be exercisable for at least six
months except in the case of death or disability, and shall be exercisable
during the Participant's lifetime only by the Participant or the Participant's
guardian or legal representative.

(c) DOCUMENTATION. Each Award under the Plan shall be evidenced
by a writing delivered to the Participant specifying the terms and conditions
thereof and containing such other terms and conditions not inconsistent with
the provisions of the Plan as the Committee considers necessary or advisable to
achieve the purposes of the Plan or comply with applicable tax and regulatory
laws and accounting principles.

(d) COMMITTEE DISCRETION. Each type of Award may be made alone,
in addition to or in relation to any other type of Award. The terms of each
type of Award need not be identical, and the Committee need not treat
Participants uniformly. Except as otherwise provided by the Plan or a
particular Award, any determination with respect to an Award may be made by the
Committee at the time of award or at any time thereafter.

(e) SETTLEMENT. The Committee shall determine whether Awards are
settled in whole or in part in cash, General Stock, TR Stock, other securities
of the Company, Awards or other property. The Committee may permit a
Participant to defer all or any portion of a payment under the Plan, including
the crediting of interest on deferred amounts denominated in cash and dividend
equivalents on amounts denominated in General Stock or TR Stock.

(f) DIVIDENDS AND CASH AWARDS In the discretion of the Committee,
any Award under the Plan may provide the Participant with (i) dividends or
dividend equivalents payable currently or deferred with or without interest,
and (ii) cash payments in lieu of or in addition to an Award.

5
<PAGE> 32

(g) TERMINATION OF EMPLOYMENT. The Committee shall determine the
effect on an Award of the disability, death, retirement or other termination of
employment of a Participant and the extent to which, and the period during
which, the Participant's legal representative, guardian or Designated
Beneficiary may receive payment of an Award or exercise rights thereunder.

(h) CHANGE IN CONTROL. In order to preserve a Participant's
rights under an Award in the event of a change in control of the Company, the
Committee in its discretion may, at the time an Award is made or at any time
thereafter, take one or more of the following actions: (i) provide for the
acceleration of any time period relating to the exercise or realization of the
Award, (ii) provide for the purchase of the Award upon the Participant's
request for an amount of cash or other property that could have been received
upon the exercise or realization of the Award had the Award been currently
exercisable or payable, (iii) adjust the terms of the Award in a manner
determined by the Committee to reflect the change in control, (iv) cause the
Award to be assumed, or new rights substituted therefor, by another entity, or
(v) make such other provision as the Committee may consider equitable and in
the best interests of the Company.

(i) WITHHOLDING. The Participant shall pay to the Company, or
make provision satisfactory to the Committee for payment of, any taxes required
by law to be withheld in respect of Awards under the Plan no later than the
date of the event creating the tax liability. In the Committee's discretion,
such tax obligations may be paid in whole or in part in shares of General Stock
or TR Stock, including shares retained from the Award creating the tax
obligation, valued at their Fair Market Value on the date of delivery. The
Company and its Affiliates may, to the extent permitted by law, deduct any such
tax obligations from any payment of any kind otherwise due to the Participant.

(j) FOREIGN NATIONALS. Awards may be made to Participants who are
foreign nationals or employed outside the United States on such terms and
conditions different from those specified in the Plan as the Committee
considers necessary or advisable to achieve the purposes of the Plan or comply
with applicable laws. In this connection, the provisions of the 1985 U.K.
Stock Option Scheme shall remain in effect to govern Awards to Participants in
the United Kingdom until otherwise determined by the Committee.

(k) AMENDMENT OF AWARD. The Committee may amend, modify or
terminate any outstanding Award, including substituting therefor another Award
of the same or a different type, changing the date of exercise or realization
and converting an Incentive Stock Option to a Nonstatutory Stock Option,
provided that the Participant's consent to such action shall be required unless
the Committee determines that the action, taking into account any related
action, would not materially and adversely affect the Participant.

SECTION 12. MISCELLANEOUS
-------------

(a) NO RIGHT TO EMPLOYMENT. No person shall have any claim or
right to be granted an Award, and the grant of an Award shall not be construed
as giving a Participant the right to continued employment. The Company
expressly reserves the right at any time to dismiss a Participant free from any
liability or claim under the Plan, except as expressly provided in the
applicable Award.

(b) NO RIGHTS AS SHAREHOLDER. Subject to the provisions of the
applicable Award, no Participant or Designated Beneficiary shall have any
rights as a shareholder with respect to any shares of General Stock or TR Stock
to be distributed under the Plan until he or she becomes the holder thereof. A
Participant to whom General Stock or TR Stock is awarded shall be considered
the holder of the Stock at the time of the Award except as otherwise provided
in the applicable Award.

(c) EFFECTIVE DATE. Subject to the approval of the shareholders
of the Company, the Plan shall be effective on March 15, 1990. Prior to such
approval, Awards may be made under the Plan expressly subject to such approval.

(d) AMENDMENT OF PLAN. The Board may amend, suspend or terminate
the Plan or any portion thereof at any time, provided that no amendment shall
be made without shareholder approval if such approval is necessary

6
<PAGE> 33

to comply with any applicable tax or regulatory requirement, including any
requirement for exemptive relief under Section 16(b) of the Securities Exchange
Act of 1934, or any successor provision.

(e) GOVERNING LAW. The provisions of the Plan shall be governed
by and interpreted in accordance with the laws of Massachusetts.

7
<PAGE> 34
APPENDIX II
-----------

Adopted by directors on March 15, 1990
Approved by shareholders on May 17, 1990
Amended by directors on August 9, 1990
Amended by directors on March 17, 1992
Approved by shareholders on May 21, 1992
Amended by directors on March 17, 1993
Approved by shareholders on May 21, 1993
Amended and restated by directors on August 25, 1994
Approved by shareholders on December 12, 1994
Amended by directors on April 12, 1995

GENZYME CORPORATION

1990 EMPLOYEE STOCK PURCHASE PLAN

1. Purpose.

The purpose of this 1990 Employee Stock Purchase Plan (the "Plan") is
to provide employees of Genzyme Corporation (the "Company") and its
subsidiaries who wish to become shareholders of the Company an opportunity to
purchase General Division Common Stock ("General Stock") and Tissue Repair
Division Common Stock ("TR Stock") of the Company (the "Shares"). The Plan is
intended to qualify as an "employee stock purchase plan" within the meaning of
Section 423 of the Internal Revenue Code of 1986, as amended (the "Code").

The Plan constitutes an amendment and restatement of the Company's
1988 Employee Stock Purchase Plan (the "1988 Plan"), which is hereby merged
with and into the Plan, and the separate existence of the 1988 Plan shall
terminate on the effective date of the Plan. The rights and privileges of the
holders of outstanding options or rights under the 1988 Plan shall not be
adversely affected by the foregoing action.

2. Eligible Employees.

Subject to the provisions of Sections 7, 8 and 9 below, any individual
who is in the full-time employment (as defined below) of the Company, or any of
its subsidiaries (as defined in Section 425(f) of the Code), the employees of
which are designated by the Board of Directors as eligible to participate in
the Plan, is eligible to participate in any Offering of Shares (as defined in
Section 3 below) made by the Company hereunder. Full-time employment shall
include all employees whose customary employment is:

(a) 20 hours or more per week and

(b) more than five months

in the calendar year during which said Offering Date (as defined in Section 3
below) occurs or in the calendar year immediately preceding such year.

- 1 -
<PAGE> 35

3. Offering Dates.

From time to time, the Company, by action of the Board of Directors,
will grant rights to purchase shares of General Stock and/or TR Stock to
employees eligible to participate in the Plan pursuant to one or more offerings
(each of which is an "Offering") on a date or series of dates (each of which is
an "Offering Date") designated for this purpose by the Board of Directors. The
Board or any Administrator designated pursuant to Section 17 shall determine
the proportion of General Stock and TR Stock that may be purchased in any
Offering by participating employees.

4. Prices.

The price per share for each grant of rights hereunder shall be the
lesser of:

(a) eighty-five percent (85%) of the fair market value of a share
of General Stock or TR Stock, as the case may be, on the Offering Date on which
such right was granted; or

(b) eighty-five percent (85%) of the fair market value of a share
of General Stock or TR Stock, as the case may be, on the date such right is
exercised. At its discretion, the Board of Directors may determine a higher
price for a grant of rights.

5. Exercise of Rights and Method of Payment.

(a) Rights granted under the Plan will be exercisable periodically
on specified dates as determined by the Board of Directors.

(b) The method of payment for Shares purchased upon exercise of
rights granted shall be through regular payroll deductions or by lump sum cash
payment or both, as determined by the Board of Directors. No interest shall be
paid upon payroll deductions unless specifically provided for by the Board of
Directors.

(c) Any payments received by the Company from a participating
employee and not utilized for the purchase of Shares upon exercise of a right
granted hereunder shall be promptly returned to such employee by the Company
after termination of the right to which the payment relates.

6. Term of Rights.

The total period from an Offering Date to the last date on which
rights granted on that Offering Date are exercisable (the "Offering Period")
shall in no event be longer than twenty-seven (27) months. The Board of
Directors when it authorizes an Offering may designate one or more exercise
periods during the Offering Period. Rights granted on an Offering Date shall
be exercisable in full on the Offering Date or in such proportion on the last
day of each exercise period as the Board of Directors determines.

7. Shares Subject to the Plan.

No more than Seven Hundred Fifty Thousand (750,000) shares of General
Stock and Six Hundred Thousand (600,000) shares of TR Stock may be sold
pursuant to rights granted under the Plan (including shares heretofore issued
pursuant to or subject to outstanding options or rights granted under the 1988
Plan). Appropriate adjustments in the above amounts, in the number of Shares
covered by outstanding rights granted hereunder, in the

- 2 -
<PAGE> 36

exercise price of the rights and in the maximum number of Shares which an
employee may purchase (pursuant to Section 9 below) shall be made to give
effect to any mergers, consolidations, reorganizations, recapitalizations,
stock splits, stock dividends or other relevant changes in the capitalization
of the Company occurring after the effective date of the Plan, provided that no
fractional Shares shall be subject to a right and each right shall be adjusted
downward to the nearest full Share. Any agreement of merger or consolidation
shall include provisions for protection of the then existing rights of
participating employees under the Plan. Either authorized and unissued Shares
or issued Shares heretofore or hereafter reacquired by the Company may be
subject to rights under the Plan. If for any reason any right under the Plan
terminates in whole or in part, Shares subject to such terminated right may be
subject to a right under the Plan.

8. Limitations on Grants.

(a) No employee shall be granted a right hereunder if such
employee, immediately after the right is granted would own stock or rights to
purchase stock possessing five percent (5%) or more of the total combined
voting power or value of all classes of stock of the Company, or of any
subsidiary, computed in accordance with Section 423(b)(3) of the Code.

(b) No employee shall be granted a right which permits his rights
to purchase shares under all employee stock purchase plans of the Company and
its subsidiaries to accrue at a rate which exceeds twenty-five thousand dollars
($25,000) (or such other maximum as may be prescribed from time to time by the
Code) of the fair market value of such Shares (determined at the time such
right is granted) for each calendar year in which such right is outstanding at
any time in accordance with the provisions of Section 423(b)(8) of the Code.

(c) No right granted to any participating employee under an
Offering, when aggregated with rights granted under any other Offering still
exercisable by the participating employee, shall cover more shares than may be
purchased at an exercise price not to exceed fifteen percent (15%) of the
employee's annual rate of compensation on the date the employee elects to
participate in the Offering or such lesser percentage as the Board of Directors
may determine.

9. Limit on Participation.

Participation in an Offering shall be limited to eligible employees
who elect to participate in such Offering in the manner, and within the time
limitations, established by the Board of Directors when it authorizes the
Offering.

10. Cancellation of Election to Participate.

An employee who has elected to participate in an Offering may cancel
such election as to all (but not part) of the unexercised rights granted under
such Offering by giving written notice of such cancellation to the Company
before the expiration of any exercise period. Any amounts paid by the employee
for the Shares or withheld for the purchase of Shares from the employee's
compensation through payroll deductions shall be paid to the employee, without
interest unless otherwise determined by the Board of Directors, upon such
cancellation.

11. Termination of Employment.

Upon the termination of employment for any reason, including the death
of the employee, before the date on which any rights granted under the Plan are
exercisable, all such rights shall immediately terminate and amounts paid by
the employee for the Shares or withheld for the purchase of Shares from the
employee's compensation

- 3 -
<PAGE> 37

through payroll deductions shall be paid to the employee or to the employee's
estate, without interest unless otherwise determined by the Board of Directors.

12. Employee's Rights as Shareholder.

No participating employee shall have any rights as a shareholder in
the Shares covered by a right granted hereunder until such right has been
exercised, full payment has been made for the corresponding Share and the Share
certificate is actually issued.

13. Rights Not Transferable.

Rights under the Plan are not assignable or transferable by a
participating employee and are exercisable only by the employee.

14. Amendments to or Discontinuation of the Plan.

The Board of Directors of the Company shall have the right to amend,
modify or terminate the Plan at any time without notice; provided, however,
that the then existing rights of all participating employees shall not be
adversely affected thereby, and provided further that, subject to the
provisions of Section 7 above, no such amendment to the Plan shall, without the
approval of the shareholders of the Company, increase the total number of
shares of General Stock or TR Stock which may be offered under the Plan.

15. Effective Date and Approvals.

Subject to the approval of the shareholders of the Company, this Plan
shall be effective on March 15, 1990, the date it was adopted by the Board of
Directors.

The Company's obligation to offer, sell and deliver its Shares under
the Plan is subject to (i) the approval of any governmental authority required
in connection with the authorization, issuance or sale of such Shares, (ii)
satisfaction of the listing requirements of any national securities exchange on
which the Shares are then listed and (iii) compliance, in the opinion of the
Company's counsel, with all applicable federal and state securities and other
laws.

16. Term of Plan.

No rights shall be granted under the Plan after March 14, 2000.

17. Administration of the Plan.

The Board of Directors or any committee or person(s) to whom it
delegates its authority (the "Administrator") shall administer, interpret and
apply all provisions of the Plan as it deems necessary. Nothing contained in
this Section shall be deemed to authorize the Administrator to alter or
administer the provisions of the Plan in a manner inconsistent with the
provisions of Section 423 of the Code.

- 4 -
<PAGE> 38

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS MAY 18, 1995

GENZYME CORPORATION
TISSUE REPAIR DIVISION COMMON STOCK

The undersigned stockholder of Genzyme Corporation (the "Company")
hereby appoints Henri A. Termeer, David J. McLachlan and Mark A. Hofer, and
each of them acting singly, the attorneys and proxies of the undersigned, with
full power of substitution, to vote on behalf of the undersigned all the shares
of Tissue Repair Division Common Stock of the Company that the undersigned is
entitled to vote at the Annual Meeting of Stockholders of the Company to be held
on May 18, 1995, and at all adjournments thereof, hereby revoking any proxy
heretofore given with respect to such shares.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
BY THE UNDERSIGNED STOCKHOLDER(S). IF NO SPECIFICATION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSALS 1 THROUGH 5. IN THEIR DISCRETION, THE PROXIES ARE ALSO
AUTHORIZED TO VOTE UPON SUCH MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.

Mark Here For
PLEASE SIGN AND MAIL PROXY TODAY Address Change
and Note on Reverse / /

(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)

-----------
SEE REVERSE
SIDE
-----------

<PAGE> 39

/x/ PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.

1. Proposal to elect directors.

FOR WITHHELD
both nominees both nominees
/ / / /

NOMINEES: Douglas A. Berthiaume
Henry E. Blair

For, except vote withheld from the following nominee(s):

________________________________________________________

2. Proposal to amend the Company's 1990 Equity Incentive Plan to increase the
number of shares of General Division Common Stock covered by the Plan to
7,600,000.

FOR AGAINST ABSTAIN
/ / / / / /

3. Proposal to amend the Company's 1990 Equity Incentive Plan to limit the
number of shares subject to options or stock appreciation rights that may be
granted under the Plan to any individual within any fiscal year to 200,000
shares of General Division Common Stock and 300,000 shares of Tissue Repair
Division Common Stock.

FOR AGAINST ABSTAIN
/ / / / / /

4. Proposal to amend the Company's 1990 Equity Incentive Plan to prohibit the
granting of nonstatutory options at any price below the fair market value of
the underlying stock on the date of grant.

FOR AGAINST ABSTAIN
/ / / / / /

5. Proposal to amend the Company's 1990 Employee Stock Purchase Plan to
increase the number of shares of TR Stock covered by the Plan to 600,000.

FOR AGAINST ABSTAIN
/ / / / / /

Signature:________________________ Date:_____________________________

Signature:________________________ Date:_____________________________
(if held jointly)

NOTE: Please sign exactly as name appears on stock certificate. When shares
are held by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as
such. If a corporation, please sign in full corporate name by
President or other authorized officer. If a partner, please sign in
partnership name by authorized person.

<PAGE> 40

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS MAY 18, 1995

GENZYME CORPORATION
GENERAL DIVISION COMMON STOCK

The undersigned stockholder of Genzyme Corporation (the "Company")
hereby appoints Henri A. Termeer, David J. McLachlan and Mark A. Hofer, and each
of them acting singly, the attorneys and proxies of the undersigned, with full
power of substitution, to vote on behalf of the undersigned all the shares of
General Division Common Stock of the Company that the undersigned is entitled to
vote at the Annual Meeting of Stockholders of the Company to be held on May 18,
1995, and at all adjournments thereof, hereby revoking any proxy heretofore
given with respect to such shares.

Mark Here For
PLEASE SIGN AND MAIL PROXY TODAY Address Change
and Note on Reverse / /

(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)

-----------
SEE REVERSE
SIDE
-----------
<PAGE> 41

/x/ PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.

1. Proposal to elect directors.

FOR WITHHELD
both nominees both nominees
/ / / /

NOMINEES: Douglas A. Berthiaume
Henry E. Blair

For, except vote withheld from the following nominee(s):

________________________________________________________

2. Proposal to amend the Company's 1990 Equity Incentive Plan to increase the
number of shares of General Division Common Stock covered by the Plan to
7,600,000.

FOR AGAINST ABSTAIN
/ / / / / /

4. Proposal to amend the Company's 1990 Equity Incentive Plan to prohibit the
granting of nonstatutory options at any price below the fair market value of
the underlying stock on the date of grant.

FOR AGAINST ABSTAIN
/ / / / / /

5. Proposal to amend the Company's 1990 Employee Stock Purchase Plan to
increase the number of shares of TR Stock covered by the Plan to 600,000.

FOR AGAINST ABSTAIN
/ / / / / /

Signature:________________________ Date:__________________________________

Signature:________________________ Date:__________________________________
(if held jointly)

NOTE: Please sign exactly as name appears on stock certificate. When shares
are held by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as
such. If a corporation, please sign in full corporate name by President
or other authorized officer. If a partner, please sign in partnership
name by authorized person.