GENZYME CORP, S-4, 1995-08-08

GENZYME CORP
S-4, 1995-08-08
PHARMACEUTICAL PREPARATIONS

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<PAGE> 1
As filed with the Securities and Exchange Commission on August 8, 1995.
Registration No. 33-______

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------

FORM S-4

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

----------------------

GENZYME CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C> <C>
MASSACHUSETTS 2834 06-1047163
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code) Identification No.)
</TABLE>

One Kendall Square
Cambridge, Massachusetts 02139
(617) 252-7500
(Address,Including ZIP Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)

HENRI A. TERMEER
GENZYME CORPORATION
One Kendall Square
Cambridge, Massachusetts 02139
(617) 252-7500
(Name, Address, Including ZIP Code and Telephone Number,
Including Area Code, of Agent for Service)

with a copy to:
Maureen P. Manning, Esq.
Palmer & Dodge
One Beacon Street
Boston, Massachusetts 02108
(617) 573-0100

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the Registration Statement becomes effective and
all other conditions to the merger described in the enclosed Prospectus and
Proxy Statement have been satisfied or waived.

----------------------
(continued on following page)

<PAGE> 2
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /

<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
=============================================================================================================
Proposed
Title of Each Proposed Maximum Amount of
Class of Securities Amount to Maximum Offering Aggregate Offering Registration
to be Registered be Registered (1) Price Per Share Price Fee
=============================================================================================================
<S> <C> <C> <C> <C>
General Division
Common Stock, 406,560 shares $50.25(2) $20,429,671(2) $3,064.89(3)
$0.01 par value
=============================================================================================================
<FN>
(1) Based upon the Registrant's estimate of the maximum number of shares that may be issued in the Merger
described herein.

(2) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f) under
the Securities Act of 1933, as amended. Pursuant to Rule 457(f), the maximum aggregate offering price is
based upon the market value of the shares of IG Laboratories, Inc. common stock to be exchanged in the
Merger, computed in accordance with Rule 457(c) as the average of the high and low sales prices for
August 4, 1995, as reported by the Nasdaq National Market System.

(3) As offset by $3,979.87 pursuant to Exchange Act Rule 0-11(a)(2). Such amount was paid previously with
the filing of a Schedule 14A by IG Laboratories, Inc. on June 20, 1995 (File No. 0-18439).
</TABLE>

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

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<PAGE> 3
<TABLE>
GENZYME CORPORATION

Cross-reference Sheet Pursuant to Rule 404(a) of Regulation C and Item
501(b) of Regulation S-K Showing the Location in the Prospectus/Proxy Statement
of the Information Required by Part I of Form S-4.

<CAPTION>
LOCATION OR HEADING IN
ITEM OF S-4 PROSPECTUS/PROXY STATEMENT
----------- --------------------------
<S> <C>
A. INFORMATION ABOUT THE TRANSACTION
1. Forepart of Registration Statement and Outside
Front Cover Page of Prospectus . . . . . . . . . Forepart of Registration Statement;
Outside Front Cover Page of
Prospectus/Proxy Statement

2. Inside Front and Outside Back Cover Pages of
Prospectus . . . . . . . . . . . . . . . . . . . Inside Front Cover Page of Prospectus/
Proxy Statement; Table of Contents;
Available Information; Incorporation of
Certain Documents by Reference

3. Risk Factors, Ratio of Earnings to Fixed
Charges and Other Information . . . . . . . . . . Prospectus/Proxy Statement Summary; Risk
Factors; The Merger

4. Terms of the Transaction . . . . . . . . . . . . Incorporation of Certain Documents by
Reference; Prospectus/Proxy Statement
Summary; The Merger; Certain Federal
Income Tax Consequences; Comparison of
Rights of Holders of Genzyme General
Division Stock and IG Common Stock;
Management and Accounting Policies
Governing the Relationship of Genzyme
Divisions

5. Pro Forma Financial Information . . . . . . . . . *

6. Material Contacts with the Company Being
Acquired . . . . . . . . . . . . . . . . . . . . Related Party Arrangements

7. Additional Information Required for Reoffering
by Persons and Parties Deemed to be
Underwriters . . . . . . . . . . . . . . . . . . *

8. Interests of Named Experts and Counsel . . . . . Legal Opinions

9. Disclosure of Commission Position on
Indemnification for Securities Act Liabilities. . *

<FN>
----------------------
* Not applicable or the answer is negative.

</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
LOCATION OR HEADING IN
ITEM OF S-4 PROSPECTUS/PROXY STATEMENT
----------- --------------------------
<S> <C>
B. INFORMATION ABOUT THE REGISTRANT

10. Information with Respect to S-3 Registrants . . . . . Incorporation of Certain Documents by
Reference; Prospectus/Proxy Statement
Summary; Description of Genzyme; Recent
Developments; Related Party Arrangements

11. Incorporation of Certain Information by Reference . . Incorporation of Certain Documents by
Reference

12. Information with Respect to S-2 or S-3 Registrants. . *

13. Incorporation of Certain Information by Reference . . *

14. Information with Respect to Registrants Other Than
S-2 or S-3 Registrants . . . . . . . . . . . . . . . *

C. INFORMATION ABOUT THE COMPANY BEING ACQUIRED

15. Information with Respect to S-3 Companies . . . . . . *

16. Information with Respect to S-2 or S-3 Companies. . . Incorporation of Certain Documents by
Reference; Prospectus/Proxy Statement
Summary; Description of IG; Recent
Developments
17. Information with Respect to Companies Other Than S-3
or S-2 Companies . . . . . . . . . . . . . . . . . . *

D. VOTING AND MANAGEMENT INFORMATION

18. Information if Proxies, Consents or Authorizations
are to be Solicited . . . . . . . . . . . . . . . . . Outside Front Cover Page of Prospectus/
Proxy Statement; Incorporation of Certain
Documents by Reference; Prospectus/ Proxy
Statement Summary; The Special Meeting;
Related Party Arrangements; The Merger;
Description of Genzyme; Description of IG;
Genzyme Share Ownership; IG Share
Ownership; Compensation of Genzyme's
Executive Officers; Related Party
Arrangements

19. Information if Proxies, Consents or Authorizations
are not to be Solicited, or in an Exchange Offer . . *

<FN>
----------------------
* Not applicable or the answer is negative
</TABLE>

<PAGE> 5
IG LABORATORIES, INC.
FIVE MOUNTAIN ROAD
FRAMINGHAM, MASSACHUSETTS 01701

August ___, 1995

Dear Stockholder:

You are cordially invited to attend a special meeting of stockholders of
IG Laboratories, Inc. to be held at _____ a./p.m. on September ___, 1995 at the
offices of IG at the address set forth above.

At this meeting, you will be asked to adopt the Agreement and Plan of
Merger dated as of June 10, 1995 (the "Merger Agreement"), which provides for
the merger of IG with and into Genzyme Corporation. Genzyme currently owns
approximately 69% of the outstanding common stock of IG. If the merger is
consummated, IG will become a business unit within Genzyme's General Division
and IG stockholders will receive shares of Genzyme General Division Common Stock
in exchange for their IG shares. Information about Genzyme and IG and details
about the proposed merger are included in the attached Prospectus/Proxy
Statement.

A special committee of independent directors of IG carefully reviewed
and considered the terms and conditions of the merger and, believing that the
merger is in the best interests of IG stockholders, unanimously recommended to
the IG Board of Directors that the Merger Agreement be approved. In arriving at
its decision, the special committee considered a number of factors, including an
opinion from its financial advisor, Alex. Brown & Sons Incorporated, that the
consideration to be received in the merger by IG stockholders other than Genzyme
is fair from a financial point of view. See "The Merger - Fairness Opinion" in
the attached Prospectus/Proxy Statement.

In light of the recommendation of the special committee, the Board of
Directors has unanimously approved the Merger Agreement. The Board recommends
that you vote FOR its adoption. In considering this recommendation, you should
review carefully all the information contained in the attached Prospectus/Proxy
Statement.

YOUR VOTE IS EXTREMELY IMPORTANT. Although Genzyme holds a sufficient
number of shares of IG common stock to assure approval of the Merger Agreement
under Delaware law, the merger will not be consummated unless the Merger
Agreement is approved by a majority of the votes cast at the special meeting by
IG stockholders other than Genzyme. Genzyme has agreed to vote its shares of IG
common stock in the same proportion as the votes cast by the other IG
stockholders. Accordingly, Genzyme's vote will not affect the outcome of the
voting at the special meeting.

We appreciate the loyalty and support our stockholders have demonstrated
over the years. We hope that you will continue this support by voting FOR the
proposal now. It is important that your shares be represented and voted at the
special meeting regardless of the size of your holdings. ACCORDINGLY, WHETHER
OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, SIGN, DATE AND
RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED ENVELOPE IN ORDER TO MAKE
CERTAIN THAT YOUR SHARES WILL BE REPRESENTED AT THE SPECIAL MEETING.

Sincerely,

Elliott D. Hillback, Jr.
President and Chief Executive Officer

<PAGE> 6
IG LABORATORIES, INC.
FIVE MOUNTAIN ROAD
FRAMINGHAM, MASSACHUSETTS 01701
(508) 872-8400

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER ___, 1995

A special meeting of stockholders of IG Laboratories, Inc. ("IG"), will
be held on September ___, 1995, at ______ a./p.m., at the offices of IG, Five
Mountain Road, Framingham, Massachusetts, for the following purposes:

(1) To consider and vote upon a proposal to adopt the Agreement and Plan of
Merger dated as of June 10, 1995 (the "Merger Agreement") between
Genzyme Corporation and IG; and

(2) To transact such other business as may properly come before the special
meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on August 4, 1995
as the record date for determining the stockholders entitled to notice of and to
vote at the special meeting and any adjournment thereof; only stockholders of
record at the close of business on that date will be entitled to attend the
special meeting and vote.

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE SPECIAL MEETING.
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL 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 SPECIAL MEETING AND WISH TO VOTE
IN PERSON, YOUR PROXY WILL NOT BE USED.

BY ORDER OF THE BOARD OF DIRECTORS

Peter Wirth
Secretary

August ___, 1995

<PAGE> 7
<TABLE>
TABLE OF CONTENTS
<CAPTION>
Page
----
<S> <C>
PROSPECTUS AND PROXY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . 6

PROSPECTUS/PROXY STATEMENT SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
The Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Genzyme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
IG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
The Special Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
The Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Conversion of IG Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Reasons for the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Fairness Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Conditions of Merger; Termination . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Exchange of Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Management of IG's Business after Merger . . . . . . . . . . . . . . . . . . . . . . . 11
Certain Federal Income Tax Consequences . . . . . . . . . . . . . . . . . . . . . . . 11
Recent Developments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Appraisal Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Accounting Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Differences in Rights of Holders of Stock . . . . . . . . . . . . . . . . . . . . . . 11
Recommendation of the Special Committee of the Board of Directors of IG . . . . . . . 12
Market Value of Genzyme General Division Stock and IG Common Stock . . . . . . . . . . 12
Genzyme Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Genzyme General Division Selected Financial Data . . . . . . . . . . . . . . . . . . . . . 15
IG Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Comparative Per Share Financial Information . . . . . . . . . . . . . . . . . . . . . . . 18

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

THE SPECIAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Conversion of IG Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Treatment of Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Treatment of Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Background of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
IG's Reasons for the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Fairness Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Genzyme's Reasons for the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Merger and Effective Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Exchange of Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Fractional Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Resales of Genzyme General Division Stock . . . . . . . . . . . . . . . . . . . . . . 35
Representations, Warranties and Covenants . . . . . . . . . . . . . . . . . . . . . . 35
Conditions of Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
</TABLE>
<PAGE> 8
<TABLE>
<S> <C>
Waiver and Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Regulatory Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Accounting Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Management of IG's Business after Merger . . . . . . . . . . . . . . . . . . . . . . . 37

CERTAIN FEDERAL INCOME TAX CONSEQUENCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

DESCRIPTION OF GENZYME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

DESCRIPTION OF IG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

RECENT DEVELOPMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

GENZYME SHARE OWNERSHIP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

IG SHARE OWNERSHIP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

COMPENSATION OF GENZYME'S EXECUTIVE OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . 46
Summary Compensation Table . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Executive Employment Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Executive Severance Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Compensation Committee Interlocks and Insider Participation . . . . . . . . . . . . . . . 49

RELATED PARTY ARRANGEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

COMPARISON OF RIGHTS OF HOLDERS OF GENZYME GENERAL DIVISION STOCK
AND IG COMMON STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Dividend Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Exchange of Genzyme TR Division Stock . . . . . . . . . . . . . . . . . . . . . . . . 52
Voting Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Liquidation Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
TR Designated Shares and General Designated Shares . . . . . . . . . . . . . . . . . . 54
Meetings of Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Inspection Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Action by Consent of Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Cumulative Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Dividends and Repurchases of Stock . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Classification of the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . 57
Removal of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
Vacancies on the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . 57
Exculpation of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
Indemnification of Directors, Officers and Others . . . . . . . . . . . . . . . . . . 57
Interested Director Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Sale, Lease or Exchange of Assets and Mergers . . . . . . . . . . . . . . . . . . . . 58
Amendments to Charter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Appraisal Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
"Anti-Takeover" Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59

MANAGEMENT AND ACCOUNTING POLICIES GOVERNING
THE RELATIONSHIP OF GENZYME DIVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . 60

LEGAL OPINIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62

EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63

</TABLE>

2
<PAGE> 9
<TABLE>

<S> <C>
FINANCIAL ADVISORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63

SOLICITATION COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63

OTHER MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63

STOCKHOLDER PROPOSALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63

EXHIBIT A - Agreement and Plan of Merger . . . . . . . . . . . . . . . . . . . . . . . . . A-1
EXHIBIT B - Opinion of Alex. Brown & Sons Incorporated on the Fairness
of the Merger Consideration . . . . . . . . . . . . . . . . . . . . . . . . . B-1

</TABLE>

3
<PAGE> 10
<TABLE>
PROSPECTUS AND PROXY STATEMENT
<S> <C>
IG LABORATORIES,INC. GENZYME CORPORATION
FIVE MOUNTAIN ROAD ONE KENDALL SQUARE
FRAMINGHAM, MASSACHUSETTS 01701 CAMBRIDGE, MASSACHUSETTS 02139
(508) 872-8400 (617) 252-7500
PROXY STATEMENT PROSPECTUS
FOR SPECIAL MEETING OF STOCKHOLDERS GENERAL DIVISION
TO BE HELD ON SEPTEMBER ___, 1995 COMMON STOCK, $0.01 PAR VALUE
</TABLE>

This Prospectus and Proxy Statement (the "Prospectus/Proxy Statement")
relates to the proposed merger of IG Laboratories, Inc. ("IG"), a Delaware
corporation, into Genzyme Corporation ("Genzyme"), a Massachusetts corporation,
pursuant to the terms of an Agreement and Plan of Merger dated as of June 10,
1995 (the "Merger Agreement"). It is being furnished to stockholders of IG in
connection with the solicitation of proxies by the Board of Directors of IG for
the special meeting of stockholders of IG to be held on September ___, 1995 at
___ a./p.m., at the offices of IG and any adjournments or postponements thereof
(the "Special Meeting"). Only IG stockholders of record at the close of
business on August 4, 1995 (the "Record Date") will be entitled to vote at the
Special Meeting.

At the Special Meeting, IG will present a proposal to adopt the Merger
Agreement. If the Merger Agreement is adopted and the other conditions set
forth in the Merger Agreement are satisfied, IG will be merged with and into
Genzyme (the "Merger"), with the result that IG will become a business unit
within the General Division of Genzyme (the "General Division"). Each
outstanding share of the Common Stock, $0.01 par value, of IG ("IG Common
Stock") not owned by Genzyme will be exchanged for a fraction of a share of
General Division Common Stock, $0.01 par value, of Genzyme ("Genzyme General
Division Stock") determined by dividing $7.00 by the average closing price of
Genzyme General Division Stock during the ten trading days ending on the second
trading day before the closing date of the Merger (the "Closing Price"), and
rounding to four decimal places. Assuming the Closing Price is the same as the
closing price of Genzyme General Division Stock on the Record Date ($56.00),
406,560 shares of Genzyme General Division Stock will be issued and each share
of IG Common Stock will be converted into approximately .125 shares of Genzyme
General Division Stock.

On the Record Date, IG had outstanding 9,574,330 shares of IG Common
Stock, which is its only outstanding class of voting stock. Each share of IG
Common Stock is entitled to one vote for each matter submitted to a vote at the
Special Meeting. A majority in interest of the outstanding IG Common Stock,
represented at the Special Meeting in person or by proxy, constitutes a quorum
for the transaction of business. As the holder of approximately 69% of IG's
outstanding common stock, Genzyme's presence at the Special Meeting will assure
a quorum at the meeting. The affirmative vote in favor of adopting the Merger
Agreement by a majority of the votes cast at the Special Meeting by IG
stockholders other than Genzyme (the "IG Public Stockholders") is a condition to
both Genzyme's and IG's obligation to consummate the Merger.

The authority granted by an executed proxy may be revoked at any time
before its exercise by filing with the Assistant Secretary of IG 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 approve the proposals set forth in the proxy.

This Prospectus/Proxy Statement is also the prospectus of Genzyme filed
as part of a Registration Statement on Form S-4 under the Securities Act of
1933, as amended (the "Securities Act"), with the Securities and Exchange
Commission (the "Commission") covering the shares of Genzyme General Division
Stock to be issued pursuant to the Merger Agreement.

AN INVESTMENT IN GENZYME GENERAL DIVISION STOCK INVOLVES A HIGH DEGREE
OF RISK. SEE "RISK FACTORS."

4
<PAGE> 11

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSION
OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS/PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS/PROXY STATEMENT IN CONNECTION
WITH THE OFFERING AND SOLICITATION MADE HEREBY, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS/PROXY STATEMENT DOES NOT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES OFFERED BY THIS
PROSPECTUS/PROXY STATEMENT OR A SOLICITATION OF A PROXY IN ANY JURISDICTION
WHERE, OR TO OR FROM ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION OF AN OFFER OR PROXY SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS/PROXY STATEMENT NOR ANY DISTRIBUTION OF THE SECURITIES OFFERED
PURSUANT TO THIS PROSPECTUS/PROXY STATEMENT SHALL CREATE AN IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF GENZYME OR IG SINCE THE DATE OF THIS
PROSPECTUS/PROXY STATEMENT OR THAT THE INFORMATION IN THIS PROSPECTUS/PROXY
STATEMENT OR IN THE DOCUMENTS INCORPORATED HEREIN BY REFERENCE IS CORRECT AS OF
ANY TIME SUBSEQUENT TO THE DATES HEREOF OR THEREOF.

The date of this Prospectus/Proxy Statement is August ___, 1995 and it
is first being mailed or delivered to IG stockholders on or about that date.

5
<PAGE> 12
AVAILABLE INFORMATION

Genzyme and IG are subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, file periodic reports, proxy statements and other
information with the Commission relating to their respective businesses,
financial statements and other matters. Reports and proxy and information
statements filed pursuant to Sections 14(a) and 14(c) of the Exchange Act and
other information filed with the Commission as well as copies of the
Registration Statement, of which this Prospectus/Proxy Statement is a part, can
be inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington,
D.C. 20549, and at the following Regional Offices of the Commission: Midwest
Regional Office, 500 West Madison Avenue, Suite 1400, Chicago, Illinois 60661;
and Northeast Regional Office, 7 World Trade Center, 13th Floor, New York, New
York 10048. Copies of such material can also be obtained at prescribed rates
from the Public Reference Section of the Commission at its principal office at
450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549.

Genzyme has filed with the Commission a Registration Statement with
respect to the securities offered hereby. This Prospectus/Proxy Statement also
constitutes the prospectus of Genzyme filed as part of the Registration
Statement and does not contain all of the information set forth in the
Registration Statement and the exhibits thereto, certain parts of which are
omitted in accordance with the rules and regulations of the Commission.
Statements made in this Prospectus/Proxy Statement as to the contents of any
contract, agreement or other document referred to are not necessarily complete.
With respect to each such contract, agreement or other document filed as an
exhibit to the Registration Statement, reference is made to the exhibit for a
more complete description of the matter involved, and each such statement shall
be deemed qualified in its entirety by such reference. The Registration
Statement and any amendments thereto, including exhibits filed or incorporated
by reference as a part thereof, are available for inspection and copying at the
Commission's offices as described above. All information herein with respect to
IG and its stockholders has been furnished by IG.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents heretofore filed by Genzyme with the Commission
(File No. 0-14680) under the Exchange Act are incorporated by reference herein,
except as superseded or modified herein:

(1) Genzyme's annual report on Form 10-K for the year ended December 31,
1994, filed with the Commission on March 31, 1995, as amended by
Amendment No. 1 thereto on Form 10-K/A filed with the Commission on June
15, 1995.

(2) Genzyme's quarterly report on Form 10-Q for the quarter ended March 31,
1995, filed with the Commission on May 15, 1995.

(3) The description of Genzyme General Division Common Stock contained in
its Registration Statement on Form 8-B filed on February 28, 1992, as
amended by Form 8-B/A filed on March 31, 1995.

(4) The description of the Genzyme General Division Common Stock Purchase
Rights contained in its Registration Statement on Form 8-A filed
on March 23, 1989, as amended by Form 8-A/A filed on November 28, 1994.

(5) The financial statements appearing at pages III-19 to III-42 of Annex
III, pages IV-38 to IV-41 of Annex IV, pages V-37 to V-41 of Annex V and
pages VI-2 to VI-6 of Annex VI to the Prospectus/Joint Proxy Statement
included in Genzyme's Registration Statement on Form S-4 (File No.
33-83346), which became effective on November 9, 1994.

All documents filed by Genzyme pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus/Proxy Statement and
prior to the date of the Special Meeting shall be deemed to be incorporated by
reference in this Prospectus/Proxy Statement and to be a part hereof from the
date of filing such documents.

6
<PAGE> 13

The following documents heretofore filed by IG with the Commission (File
No. 0-18439) under the Exchange Act are incorporated by reference herein, except
as superseded or modified herein:

(1) IG's annual report on Form 10-K for the year ended December 31, 1994,
filed with the Commission on March 30, 1995.

(2) IG's quarterly report on Form 10-Q for the quarter ended March 31, 1995,
filed with the Commission on May 15, 1995.

(3) IG's current report on Form 8-K dated May 18, 1995, filed with the
Commission on May 22, 1995.

Copies of IG's annual report on Form 10-K for the year ended December
31, 1994 and IG's quarterly report on Form 10-Q for the quarter ended March 31,
1995 are also delivered with this Prospectus/Proxy Statement. In addition, all
documents filed by IG pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this Prospectus/Proxy Statement and prior to the
date of the Special Meeting shall be deemed to be incorporated by reference in
this Prospectus/Proxy Statement and to be a part hereof from the date of filing
such documents.

Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein (or in any
other subsequently filed document which also is or is deemed to be incorporated
herein by reference) modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus/Proxy Statement.

THIS PROSPECTUS/PROXY STATEMENT INCORPORATES CERTAIN DOCUMENTS FILED BY
GENZYME AND IG WITH THE COMMISSION BY REFERENCE WHICH ARE NOT PRESENTED HEREIN
OR DELIVERED HEREWITH. THESE ARE AVAILABLE UPON REQUEST FROM SUSAN COGSWELL AT
THE EXECUTIVE OFFICES OF GENZYME, ONE KENDALL SQUARE, CAMBRIDGE, MASSACHUSETTS
02139 (TELEPHONE: (617) 252-7526). IN ORDER TO ENSURE TIMELY DELIVERY OF THE
DOCUMENTS, ANY REQUEST SHOULD BE MADE BY SEPTEMBER __, 1995.

7
<PAGE> 14
PROSPECTUS/PROXY STATEMENT SUMMARY

The following is a summary of certain information contained elsewhere in
this Prospectus/Proxy Statement. Reference is made to, and this
Prospectus/Proxy Statement Summary is qualified in its entirety by, the more
detailed information contained in this Prospectus/Proxy Statement and the
exhibits attached hereto. Unless otherwise defined herein, capitalized terms
used in this summary have the respective meanings ascribed to them elsewhere in
this Prospectus/Proxy Statement. Cross-references in this summary are to
captions in this Prospectus/Proxy Statement. You are urged to read this
Prospectus/Proxy Statement and the other documents attached hereto or delivered
herewith in their entirety. The securities described in this Prospectus/Proxy
Statement involve a high degree of risk. See "Risk Factors."

THE PARTIES

GENZYME

Genzyme is a diversified, integrated human health care products company
operating in five major business areas: therapeutics, diagnostic services,
diagnostic products, and pharmaceuticals and fine chemicals, conducted through
the Genzyme General Division; and tissue repair, conducted through the
Genzyme Tissue Repair Division. Genzyme's principal executive offices are
located at One Kendall Square, Cambridge, Massachusetts 02139. Its telephone
number is (617) 252-7500.

IG provides genetic diagnostic services from its laboratories in
Framingham, Massachusetts; Miami, Florida; and Long Beach, California to
hospitals, clinical laboratories, physicians and health maintenance
organizations located in the United States and internationally. Under a
management agreement with Genzyme, IG manages Genzyme's genetic diagnostic
services business located in Santa Fe, New Mexico in exchange for a fee. IG
also provides identity testing and genetic diagnostic services from its
wholly-owned subsidiary, Genetic Design, Inc. ("GDI"), located in Greensboro,
North Carolina to state and local government agencies, child welfare agencies,
bone marrow registries, attorneys and various courts in the United States and
Europe. IG's current businesses are (i) medical genetic diagnostics to enable
physicians to screen for and detect major fetal genetic abnormalities, carrier
testing and confirmation of diagnosis for a variety of inherited diseases, and
(ii) non-medical genetic diagnostics including paternity testing, bone marrow
transplant donor identification and forensic testing. IG's principal executive
offices are located at Five Mountain Road, Framingham, Massachusetts 01701.
Its telephone number is (508) 872-8400.

THE SPECIAL MEETING

This Prospectus/Proxy Statement and enclosed proxy are being furnished
in connection with the solicitation by the Board of Directors of IG of proxies
for use at the Special Meeting to be held on September ___, 1995, at ________
a./p.m., at the offices of IG, Five Mountain Road, Framingham, Massachusetts.
Only holders of record of IG Common Stock as of the close of business on August
4, 1995 are entitled to notice of and to vote at the Special Meeting. The
purpose of the Special Meeting is to consider and vote upon a proposal to adopt
the Merger Agreement described herein. Such adoption is a condition to
consummation of the Merger.

Adoption of the Merger Agreement will require the affirmative vote of
the holders of a majority of the shares of IG Common Stock voted at the Special
Meeting by stockholders other than Genzyme. Genzyme has agreed to vote its
shares of IG Common Stock in the same proportion as the votes cast by the IG
Public Stockholders. Accordingly, Genzyme's vote will not affect the outcome of
the voting at the Special Meeting. At the close of business on the Record Date,
9,574,330 shares of IG Common Stock were outstanding, of which 3,060,450 shares
were outstanding and not held by Genzyme (the "IG Public Shares"). The
executive officers and directors of IG and their affiliates hold shares of IG
Common Stock representing approximately 6.9% of the IG Public Shares (excluding
shares which such persons have the right to acquire upon the exercise of
stock options). The executive officers and directors of Genzyme and their
affiliates hold shares of IG Common Stock representing approximately 1.3% of the
IG Public Shares (excluding shares which such persons have the right to acquire
upon the exercise of stock options). See "IG Share Ownership."

8
<PAGE> 15

THE MERGER

As a result of the Merger, shares of IG Common Stock will be converted
into shares of Genzyme General Division Stock as described below. Upon
consummation of the Merger, IG's separate corporate existence will cease.
Genzyme will be the surviving corporation in the Merger (the "Surviving
Corporation") and will operate IG as a business unit within the General
Division.

The Merger will become effective as soon as practicable after
satisfaction or waiver of all conditions to the Merger and at the time and on
the date that appropriate merger documents are duly filed with the Secretary of
the Commonwealth of Massachusetts and the Secretary of the State of Delaware or
at such later time and date as is specified as the effective time of the Merger
therein (the "Effective Time"). See "The Merger - Merger and Effective Time."
Assuming all conditions to the Merger are met, or waived where permissible, it
is expected that the Effective Time will occur on September __, 1995, or as soon
thereafter as practicable.

RISK FACTORS

As a result of the Merger, IG Public Stockholders will receive in
exchange for their shares of IG Common Stock shares of Genzyme General Division
Stock, a class of Genzyme common stock that is intended to reflect the value and
track the performance of all of Genzyme's businesses other than the Tissue
Repair Division. IG stockholders should carefully consider the risks involved
in an investment in Genzyme General Division Stock and the risks associated with
an investment in a company with two classes of common stock, as compared to the
risks associated with holding IG Common Stock or an alternative investment that
could be purchased with the proceeds from a sale of IG Common Stock in the
public market. See "Risk Factors."

CONVERSION OF IG COMMON STOCK

As a result of the Merger, at the Effective Time all outstanding shares
of IG Common Stock (other than shares held by IG as treasury stock and shares
owned beneficially by Genzyme or any of its subsidiaries) will be converted into
a fraction of a share of Genzyme General Division Stock determined by dividing
$7.00 by the average closing price of Genzyme General Division Stock during the
ten trading days ending on the second trading day before the closing date of the
Merger and rounding to four decimal places (the "Merger Consideration").
Assuming the Closing Price is the same as the closing price of Genzyme General
Division Stock on the Record Date ($56.00), each share of IG Common Stock will
be converted into approximately .125 shares of Genzyme General Division Stock.
See "The Merger - General", " - Conversion of IG Common Stock", " - Exchange of
Certificates" and " -Fractional Shares."

REASONS FOR THE MERGER

IG. The Special Committee believes that the Merger is in the best interests of
IG and its stockholders and unanimously recommended to the Board of Directors of
IG (the "IG Board") that the Merger Agreement be approved after consideration of
a number of factors. The Special Committee believes that the consideration
offered in the Merger is the highest price that can be obtained in a transaction
with Genzyme and that, in view of Genzyme's determination to retain its
controlling ownership interest in IG, IG's opportunities for further growth
as an independent entity are limited. The consideration offered by Genzyme
represents a substantial premium over the recent trading prices of IG Common
Stock prior to announcement of the Merger, although these prices may have been
adversely affected by Genzyme's approximately 69% ownership position in IG.
Additionally, the Special Committee considered the fact that, were a transaction
timed to follow successful testing in the nature of clinical trials of IG's
fetal cell separation technology (as explained below), the result might be a
greater price per share for IG stock. However, the Special Committee was aware
that such testing may not occur until mid-1996 or later, if ever, and that the
test results may not warrant further efforts to commercialize the technology.
In making its recommendation, the Special Committee has relied on the analysis
of its independent financial advisor, Alex. Brown & Sons Incorporated ("Alex.
Brown"). See "The Merger - Background of the Merger, " - IG's Reasons for the
Merger" and " - Fairness Opinion."

GENZYME. The Board of Directors of Genzyme (the "Genzyme Board") has determined
that the Merger Agreement and the transactions contemplated thereby are in the
best interests of Genzyme and, therefore, has unanimously

9
<PAGE> 16

approved the Merger Agreement. In reaching such a determination, the Genzyme
Board and Genzyme management reviewed information about IG available to it from
IG management and assessed IG's financial condition. After considering this
information, the Genzyme Board concluded that the following factors favored
adoption of the Merger Agreement and consummation of the Merger: (i) the
combination of IG's business and Genzyme's genetic testing business would
facilitate future financings and acquisitions, thereby satisfying the continuing
need for cash infusion to finance operations and enhancing Genzyme's
prospects for an increased market share in the pre-natal genetic testing
services market; (ii) Genzyme would be able to file a consolidated federal tax
return incorporating the operations of IG and IG's tax-consolidated
subsidiaries; (iii) costs would be reduced through more efficient use of shared
personnel and the elimination of duplicate public company costs and (iv) certain
potential conflicts of interest between Genzyme, IG and their respective
stockholders would be eliminated. See "The Merger - Genzyme's Reasons for the
Merger."

FAIRNESS OPINION

Alex. Brown, a nationally recognized investment banking firm, has acted
as financial adviser to the Special Committee in connection with the Merger and
has delivered to the Special Committee its written opinion that, as of the date
hereof, subject to the assumptions and qualifications stated by Alex. Brown
therein, the proposed Merger Consideration is fair, from a financial point of
view, to the IG Public Stockholders. Such fairness opinion is based on
financial forecasts provided by the management of IG as well as current market,
economic, financial and other conditions.

The opinion of Alex. Brown is attached to this Prospectus/Proxy
Statement as Exhibit B and stockholders are urged to read the opinion carefully
and in its entirety. Alex. Brown will receive a fee for its opinion. See "The
Merger - Fairness Opinion."

COVENANTS

IG and Genzyme have made certain covenants and agreements with each
other in the Merger Agreement relating to, among other things, (i) the conduct
of IG's business prior to the Merger, (ii) cooperation with respect to the
preparation of this Prospectus/Proxy Statement, (iii) compliance with the
Exchange Act and (iv) confidentiality and publicity. See "The Merger -
Representations, Warranties and Covenants."

CONDITIONS OF MERGER; TERMINATION

In addition to the adoption of the Merger Agreement by the IG Public
Stockholders, the respective obligations of Genzyme and IG to consummate the
Merger are subject to certain conditions, including that (i) all representations
and warranties contained in the Merger Agreement must be accurate as of the
Effective Time; (ii) all covenants and agreements contained in the Merger
Agreement shall have been performed or waived prior to the Effective Time; (iii)
the parties shall have received the customary legal opinions and other documents
described in the Merger Agreement; (iv) Genzyme shall have received letters from
certain "affiliates" of IG; (v) there shall have been no material adverse change
in the business of IG; (vi) the Registration Statement shall have been declared
effective by the Commission and (vii) Genzyme and IG shall have obtained all
consents and waivers required in order for both parties to perform the Merger
Agreement. See "The Merger - Conditions of Merger."

The Merger Agreement may be terminated prior to the Effective Time under
certain circumstances, including at the election of the Genzyme Board or the
Special Committee if, without fault of the terminating party, the Effective Time
has not have occurred on or before November 30, 1995, which date may be extended
by mutual consent of the Genzyme Board and the Special Committee. See "The
Merger - Termination."

EXCHANGE OF CERTIFICATES

After the Effective Time, stockholders of IG will be entitled to
exchange their certificates representing shares of IG Common Stock for
certificates representing shares of Genzyme General Division Stock (and for cash
in the case of fractional shares). Genzyme has selected American Stock Transfer
& Trust Company (the "Exchange Agent") to effect the exchange of stock
certificates and payment of cash in lieu of fractional shares. See "The Merger
- Exchange of Certificates."

10
<PAGE> 17

Holders of IG Common Stock should not send any IG stock certificates
with the enclosed proxy card. Instead, such certificates and securities should
be surrendered in accordance with instructions that will be contained in a
letter of transmittal that will be mailed to holders of IG Common Stock after
the Effective Time. See "The Merger - Exchange of Certificates" and "-
Fractional Shares."

MANAGEMENT OF IG'S BUSINESS AFTER MERGER

The directors and officers of Genzyme immediately prior to the Effective
Time will be the directors and officers of the Surviving Corporation immediately
after the Effective Time. See "The Merger - Management of IG's Business after
Merger."

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

It is a condition to the Merger that IG receive an opinion of counsel to
Genzyme substantially to the effect that the Merger will constitute a tax-free
reorganization for federal income tax purposes, and that no gain or loss will be
recognized by IG or its stockholders by reason of the receipt of shares of
Genzyme General Division Stock in the Merger (except to the extent of cash
received in lieu of a fractional share of Genzyme General Division Stock, if
any). IG stockholders are urged to consult their own tax advisors to determine
the effect of the Merger on them under federal, state, local and foreign laws
and to read the discussion of the federal income tax consequences of the Merger
under "Certain Federal Income Tax Consequences."

REGULATORY MATTERS

Other than the filing of appropriate merger documents with the Secretary
of the State of Delaware and the Secretary of the Commonwealth of Massachusetts
and routine approvals and actions required under IG's permits and licenses to
reflect the change in control of IG, there are no governmental approvals
required to effect the Merger. See "The Merger - Regulatory Matters."

RECENT DEVELOPMENTS

On February 16, 1995 and February 17, 1995, two separate lawsuits were
filed by individual stockholders of IG, on their own behalf and as a class
action on behalf of all IG stockholders other than the named defendants and
their respective affiliates, naming IG, Genzyme and each of the directors of IG
as defendants. The complaints allege, among other things, that Genzyme and the
directors of IG breached their fiduciary duties to the IG Public Stockholders in
connection with a proposal made by Genzyme on February 15, 1995 to acquire the
IG Public Shares in which the IG Public Stockholders would receive .12368 shares
of Genzyme General Division Stock for each share of IG Common Stock held,
resulting in a value of $4.76 per share based on the closing price of Genzyme
General Division Stock on February 14, 1995. The proposal that was the subject
of these complaints was superseded by the terms of the Merger Agreement. See
"Recent Developments."

APPRAISAL RIGHTS

Under Delaware law and IG's Restated Certificate of Incorporation, IG
stockholders will not have appraisal rights in connection with the Merger. See
"Comparison of Rights of Holders of Genzyme and IG Common Stock."

ACCOUNTING TREATMENT

Genzyme will account for the Merger using the purchase method of
accounting. See "The Merger - Accounting Treatment."

DIFFERENCES IN RIGHTS OF HOLDERS OF STOCK

Genzyme is organized under the corporate law of the Commonwealth of
Massachusetts. IG is organized under the corporate law of the State of
Delaware. There are certain differences in the laws of these two states and in
the charter documents and by-laws of Genzyme and IG. See "Comparison of Rights
of Holders of Genzyme General Division Stock and IG Common Stock."

11
<PAGE> 18

RECOMMENDATION OF THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS OF IG

THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS OF IG UNANIMOUSLY
RECOMMENDS THAT IG STOCKHOLDERS VOTE TO ADOPT THE MERGER AGREEMENT.

<TABLE>
MARKET VALUE OF GENZYME GENERAL DIVISION STOCK AND IG COMMON STOCK

The following table compares the market value of Genzyme General
Division Stock and IG Common Stock, respectively, on February 9, 1995, the day
prior to the announcement by the Special Committee that it was considering
various strategic alternatives, and on May 17, 1995, the last trading day prior
to the first public announcement of the proposed Merger, with the value that the
IG Public Stockholders will receive in the Merger:

<CAPTION>
----------------------------------------------------------------------------------------------------------
FEBRUARY 9, 1995 MAY 17, 1995
---------------- ------------
<S> <C> <C>
Genzyme General Division Stock $39.25 $39.00
(Historical)

IG Common Stock $3.6875 $4.75
(Historical)
IG Common Stock $7.00 $7.00
(Per Share Merger Value)
----------------------------------------------------------------------------------------------------------
</TABLE>

Genzyme General Division Stock is listed for trading on the Nasdaq
National Market and designated a Nasdaq National Market security.

12
<PAGE> 19
<TABLE>
GENZYME SELECTED FINANCIAL DATA
(HISTORICAL)

The following table represents selected historical income and balance
sheet data of Genzyme. The balance sheet data presented below as of December
31, 1990, 1991, 1992, 1993 and 1994 and the income statement data presented
below for each of the years in the five-year period ended December 31, 1994 are
derived from Genzyme's financial statements, which have been audited by Coopers
& Lybrand, L.L.P., independent public accountants. The financial statements as
of December 31, 1993 and 1994 and for each of the years in the three-year period
ended December 31, 1994 and the report of Coopers & Lybrand relating thereto are
incorporated by reference in this Prospectus/Proxy Statement and the selected
financial data presented below are qualified in their entirety by reference
thereto. The balance sheet data presented below as of March 31, 1994 and 1995
and income statement data for the three- month periods ended March 31, 1994 and
1995 are derived from Genzyme's unaudited financial statements that are also
incorporated herein by reference. In the opinion of management, the unaudited
financial statements have been prepared on a basis consistent with the audited
financial statements and include all adjustments, consisting only of normal
recurring accruals, necessary for a fair presentation of the financial position
and results of operations for these periods. The operating results for the
three months ended March 31, 1994 or 1995 are not necessarily indicative of the
results that may be expected for the entire fiscal year. The data should be
read in conjunction with the historical financial statements and notes thereto,
and related Management's Discussion and Analysis of Financial Condition and
Results of Operations, of Genzyme incorporated by reference in this
Prospectus/Proxy Statement. See "Incorporation of Certain Documents by
Reference." Amounts are in thousands, except for per share amounts.

<CAPTION>
FOR THE THREE
MONTHS ENDED
FOR THE YEARS ENDED DECEMBER 31, MARCH 31,
---------------------------------------------------- ------------------
1990 1991 1992 1993 1994 1994 1995
-------- -------- -------- -------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF OPERATIONS DATA(1):
Revenues:
Net product sales.................................. $ 32,057 $ 72,019 $139,568 $183,366 $238,969 $53,475 $69,301
Net service sales.................................. 13,941 21,503 40,400 50,511 49,686 13,928 12,464
Revenues from research and development contracts:
Related parties................................ 11,389 23,778 35,412 34,162 20,883 5,578 6,326
Other.......................................... 4,162 4,616 3,699 2,332 1,513 301 98
-------- -------- -------- -------- -------- ------- -------
61,549 121,916 219,079 270,371 311,051 73,282 88,189
Operating costs and expenses:
Cost of products sold.............................. 18,239 33,164 52,514 64,704 92,513 18,645 26,131
Cost of services sold.............................. 8,439 14,169 27,254 34,558 32,116 8,709 7,951
Selling, general and administrative................ 23,615 39,118 59,704 78,716 85,731 22,456 25,991
Research and development (including research and
development related to contracts)................ 18,611 27,232 39,675 48,331 55,334 12,928 16,463
Purchase of in-process research and
development(2)................................... 20,783 -- 51,100 49,000 11,215 -- --
Goodwill impairment and restructuring costs(4)..... -- -- -- 26,517 -- -- --
Charge for purchase options and financing
expenses(3)...................................... 9,050 -- 16,905 -- -- -- --
-------- -------- -------- -------- -------- ------- -------
98,737 113,683 247,152 301,826 276,909 62,738 76,536
Operating income (loss)................................ (37,188) 8,233 (28,073) (31,455) 34,142 10,544 11,653
Other income and (expenses):
Minority interest in net loss of subsidiaries...... 645 2,362 1,678 9,892 1,659 313 365
Equity in loss of unconsolidated subsidiary........ -- -- -- -- (1,353) -- (949)
Charge for impaired investments.................... -- -- -- (700) (9,431) -- --
Settlement of lawsuit.............................. -- -- -- -- (1,980) -- --
Investment income.................................. 4,752 12,371 21,981 12,209 9,101 3,738 1,765
Interest expense................................... (681) (2,088) (7,099) (2,500) (1,354) (436) (47)
Gain on issuance of stock by IG.................... 7,214 -- -- -- -- -- --
Gain on sale of GENE-TRAK.......................... -- 4,065 -- -- -- -- --
-------- -------- -------- -------- -------- ------- -------
11,930 16,710 16,560 18,901 (3,358) 3,615 1,134
-------- -------- -------- -------- -------- ------- -------
Income (loss) before income taxes and extraordinary
credit............................................... (25,258) 24,943 (11,513) (12,554) 30,784 14,159 12,787
Benefit (provision) for income taxes................... (730) (12,484) (18,804) 6,459 (14,481) (5,097) (4,731)
-------- -------- -------- -------- -------- ------- -------
Income (loss) before extraordinary credit.............. (25,988) 12,459 (30,317) (6,095) 16,303 9,062 8,056
Extraordinary credit resulting from utilization of
operating loss carryforwards......................... -- 8,387 -- -- -- -- --
-------- -------- -------- -------- -------- ------- -------
Net Income (loss)...................................... $(25,988) $ 20,846 $(30,317) $ (6,095) $ 16,303 $ 9,062 $ 8,056
======== ======== ======== ======== ======== ======= =======
</TABLE>

13
<PAGE> 20

<TABLE>
<CAPTION>
FOR THE THREE
MONTHS ENDED MARCH
FOR THE YEARS ENDED DECEMBER 31, 31,
---------------------------------------------------- ------------------
1990 1991 1992 1993 1994 1994 1995
-------- -------- -------- -------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
COMMON SHARE DATA:
Applicable to the General Division (pro forma):
Net income (loss) attributable to Genzyme General
Division Stock................................... $(26,382) $ 21,057 $(29,809) $ 18,020 $ 32,054 $ 9,877 $11,998
======== ======== ======== ======== ======== ======= =======
Per common and common equivalent share:
Income (loss) before extraordinary credit...... $ (1.56) $ 0.53 $ (1.33) $ 0.69 $ 1.22 $ 0.38 $ 0.43
Extraordinary credit........................... -- 0.36 -- -- -- -- --
-------- -------- -------- -------- -------- ------- -------
Net income (loss).............................. $ (1.56) $ 0.89 $ (1.33) $ 0.69 $ 1.22 $ 0.38 $ 0.43
======== ======== ======== ======== ======== ======= =======
Weighted average shares outstanding............ 16,910 23,554 22,370 26,250 26,169 26,045 27,945
======== ======== ======== ======== ======== ======= =======
Applicable to the Genzyme Tissue Repair Division
(pro forma):
Net income (loss) attributable to Genzyme Tissue
Repair Division Stock............................ $ 394 $ (211) $ (508) $(24,115) $(15,751) $ (815) $(3,942)
======== ======== ======== ======== ======== ======= =======
Per common share................................... $ 0.17 $ (0.08) $ (0.17) $ (7.43) $ (4.40) $ (0.25) $ (0.45)
======== ======== ======== ======== ======== ======= =======
Weighted average shares outstanding................ 2,282 2,739 3,019 3,245 3,578 3,281 8,751
======== ======== ======== ======== ======== ======= =======
</TABLE>
<TABLE>
<CAPTION>
AT DECEMBER 31,
-------------------------------------------------------- AT MARCH 31,
1990 1991 1992 1993 1994 1995
-------- -------- -------- -------- -------- ------------
<S> <C> <C> <C> <C> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash and investments(5)............................... $ 47,059 $283,473 $248,325 $168,953 $153,460 $112,265
Working capital....................................... 62,252 147,007 166,324 99,605 103,871 106,859
Total assets.......................................... 129,625 403,643 481,896 542,052 658,408 637,808
Long-term debt and capital lease obligations excluding
current portion(6).................................. 5,694 104,609 105,369 144,674 126,729 126,721
Stockholders' equity(7)............................... 103,300 268,333 322,613 334,072 418,964 439,386

There were no cash dividends paid.
<FN>
---------------

(1) In October 1992, Genzyme acquired all the outstanding common shares of
Vivigen, Inc. in a transaction accounted for as a pooling of interests.
Accordingly, Genzyme's financial data has been restated to include Vivigen
for all periods presented.

(2) In 1990, 1992, 1993 and 1994, respectively, Genzyme acquired the outstanding
common stock of Integrated Genetics, Inc., the assets and assumed the
liabilities of the Ceredase Partnership, all of the rights to four of the
Neozyme I development programs and Medix Biotech, Inc., all of the rights to
the remaining two Neozyme I development programs and all of the outstanding
stock of BioSurface Technology, Inc. In connection with these transactions,
all of which were accounted for as purchases, Genzyme charged to operations
the following amounts which represented the purchase of in-process research
and development: 1990, $20.8 million; 1992, $51.1 million; 1993, $49.0
million and 1994, $11.2 million.

(3) In 1990 and 1992, respectively, Genzyme sponsored formation of Neozyme I and
Neozyme II. In connection with these transactions, Genzyme obtained options
to acquire all of the equity of each entity under certain circumstances in
exchange for the issuance of warrants which, when exercised, entitle the
holders to one share of Genzyme General Division Stock and .135 shares of
Genzyme Tissue Repair Division Stock ("Genzyme TR Division Stock"). The
value assigned to each option ($8.2 million for Neozyme I and $16.9 million
for Neozyme II) was charged to operations in the period each option was
obtained due to uncertainty as to Genzyme's future exercise of these
options.

(4) In December 1993, Genzyme incurred restructuring charges of $2.8 million
related to the consolidation of laboratory operations in its diagnostic
services business. Also in December 1993, Genzyme wrote off $23.7 million
for the value of impaired goodwill associated primarily with IG's
acquisition of GDI in 1992.

(5) Cash and investments includes cash, cash equivalents, and short- and
long-term investments.

(6) In October 1991, Genzyme issued $100.0 million of its 6 3/4% convertible
subordinated notes due October 2001 and received net proceeds of $97.3
million.

(7) In April 1991, Genzyme completed the sale to the public of 4,025,000 shares
of Genzyme common stock for net proceeds of $136.4 million. In December
1994, the outstanding shares of Genzyme common stock were redesignated as
Genzyme General Division Stock on a share-for-share basis and Genzyme TR
Division Stock was distributed on the basis of .135 of one share of Genzyme
TR Division Stock for each share of Genzyme's previous common stock held by
shareholders of record on October 14, 1994. In December 1994, Genzyme issued
5,000,000 shares of Genzyme TR Division Stock valued at $25.3 million in
connection with the acquisition of BioSurface Technology, Inc.

</TABLE>
14
<PAGE> 21
<TABLE>
GENZYME GENERAL DIVISION SELECTED FINANCIAL DATA
(HISTORICAL)

The following table represents selected historical income and balance sheet data of Genzyme General Division. The balance sheet
data presented below as of December 31, 1990, 1991, 1992, 1993 and 1994 and the income statement data presented below for each of
the years in the five-year period ended December 31, 1994 are derived from the General Division's financial statements, which have
been audited by Coopers & Lybrand, L.L.P., independent public accountants. The financial statements as of December 31, 1993 and
1994 and for each of the years in the three-year period ended December 31, 1994 and the report of Coopers & Lybrand relating thereto
are incorporated by reference in this Prospectus/Proxy Statement and the selected financial data presented below are qualified in
their entirety by reference thereto. The balance sheet data presented below as of March 31, 1994 and 1995 and income statement data
for the three-month periods ended March 31, 1994 and 1995 are derived from the General Division's unaudited financial statements
that are also incorporated herein by reference. In the opinion of management, the unaudited financial statements have been prepared
on a basis consistent with the audited financial statements and include all adjustments, consisting only of normal recurring
accruals, necessary for a fair presentation of the financial position and results of operations for these periods. The operating
results for the three months ended March 31, 1994 or 1995 are not necessarily indicative of the results that may be expected for the
entire fiscal year. The data should be read in conjunction with the historical financial statements and notes thereto, and related
Management's Discussion and Analysis of Financial Condition and Results of Operations, of the General Division incorporated by
reference in this Prospectus/Proxy Statement. See "Incorporation of Certain Documents by Reference." Amounts are in thousands,
except for per share amounts.

<CAPTION>
FOR THE THREE
MONTHS ENDED
FOR THE YEARS ENDED DECEMBER 31, MARCH 31,
-------------------------------------------------------- ------------------
1990 1991 1992 1993 1994 1994 1995
-------- -------- -------- -------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
COMBINED STATEMENT OF OPERATIONS DATA(1):
Revenues:
Net product sales........................... $ 32,057 $ 72,019 $139,568 $183,366 $238,645 $53,475 $68,271
Net service sales........................... 13,941 21,503 40,400 50,511 49,686 13,928 12,464
Revenues from research and development
contracts:
Related parties......................... 10,528 21,486 32,746 29,478 20,883 5,578 6,326
Other................................... 4,162 4,616 3,699 2,332 1,513 301 98
-------- -------- -------- -------- -------- ------- -------
60,688 119,624 216,413 265,687 310,727 73,282 87,159
Operating costs and expenses:
Cost of products sold....................... 18,239 33,164 52,514 64,704 92,226 18,645 25,406
Cost of services sold....................... 8,439 14,169 27,254 34,558 32,116 8,709 7,951
Selling, general and administrative......... 23,521 38,296 58,881 78,015 84,767 22,293 24,239
Research and development (including research
and development related to contracts)..... 18,238 25,501 37,324 45,526 51,696 12,276 13,649
Purchase of in-process research and
development(2)............................ 20,783 -- 51,100 24,000 -- -- --
Goodwill impairment and restructuring
costs(4).................................. -- -- -- 26,517 -- --
Charge for purchase options and financing
expenses(3)............................... 9,050 -- 16,905 -- -- -- --
-------- -------- -------- -------- -------- ------- -------
98,270 111,130 243,978 273,320 260,805 61,923 71,245
Operating income (loss)......................... (37,582) 8,494 (27,565) (7,633) 49,922 11,359 15,914
Other income and (expenses):
Minority interest in net loss of
subsidiaries.............................. 645 2,362 1,678 9,892 1,659 313 365
Equity in net loss of unconsolidated
subsidiary................................ -- -- -- -- (1,353) -- (949)
Charge for impaired investments............. -- -- -- (700) (9,431) -- --
Settlement of lawsuit....................... -- -- -- -- (1,980) -- --
Investment income........................... 4,752 12,371 21,981 12,209 9,072 3,738 1,446
Interest expense............................ (681) (2,088) (7,099) (2,500) (1,354) (436) (47)
Gain on issuance of stock by IG............. 7,214 -- -- -- -- -- --
Gain on sale of GENE-TRAK................... -- 4,065 -- -- -- -- --
-------- -------- -------- -------- -------- ------- -------
11,930 16,710 16,560 18,901 (3,387) 3,615 815
-------- -------- -------- -------- -------- ------- -------
Income (loss) before income taxes and
extraordinary credit.......................... (25,652) 25,204 (11,005) 11,268 46,535 14,974 16,729
Provision for income taxes...................... (730) (12,534) (19,007) (2,812) (16,341) (5,382) (6,358)
-------- -------- -------- -------- -------- ------- -------
Income (loss) before extraordinary credit....... (26,382) 12,670 (30,012) 8,456 30,194 9,592 10,371
Extraordinary credit resulting from utilization
of operating loss carryforwards............... -- 8,387 -- -- -- -- --
-------- -------- -------- -------- -------- ------- -------
Net income (loss)............................... (26,382) 21,057 (30,012) 8,456 30,194 9,592 10,371
Allocated tax benefit generated by the Genzyme
Tissue Repair Division (pro forma)............ -- -- 203 9,564 1,860 285 1,627
-------- -------- -------- -------- -------- ------- -------
Net income (loss) attributable to Genzyme
General Division Stock........................ $(26,382) $ 21,057 $(29,809) $ 18,020 $ 32,054 $ 9,877 $11,998
======== ======== ======== ======== ======== ======= =======
</TABLE>
15
<PAGE> 22

<TABLE>
<CAPTION>
FOR THE THREE
MONTHS ENDED
FOR THE YEARS ENDED DECEMBER 31, MARCH 31,
-------------------------------------------------------- ------------------
1990 1991 1992 1993 1994 1994 1995
-------- -------- -------- -------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
COMMON SHARE DATA:
Applicable to the General Division (pro forma):
Net income (loss) attributable to Genzyme
General Division Stock.................... $(26,382) $ 21,057 $(29,809) $ 18,020 $ 32,054 $ 9,877 $11,998
======== ======== ======== ======== ======== ======= =======
Per common and common equivalent share:
Income (loss) before extraordinary
credit................................ $ (1.56) $ 0.53 $ (1.33) $ 0.69 $ 1.22 $ 0.38 $ 0.43
Extraordinary credit.................... -- 0.36 -- -- -- -- --
-------- -------- -------- -------- -------- ------- -------
Net income (loss)....................... $ (1.56) $ 0.89 $ (1.33) $ 0.69 $ 1.22 $ 0.38 $ 0.43
======== ======== ======== ======== ======== ======= =======
Weighted average shares outstanding..... 16,910 23,554 22,370 26,250 26,169 26,045 27,945
======== ======== ======== ======== ======== ======= =======
</TABLE>

<TABLE>
<CAPTION>
AT DECEMBER 31,
-------------------------------------------------------- AT MARCH 31,
1990 1991 1992 1993 1994 1995
-------- -------- -------- -------- -------- ------------
<S> <C> <C> <C> <C> <C> <C>
COMBINED BALANCE SHEET DATA:
Cash and investments(5).......................... $ 47,059 $283,473 $248,325 $168,953 $128,652 $ 90,286
Working capital.................................. 62,252 147,007 166,101 99,503 83,314 89,991
Total assets..................................... 129,625 403,643 481,896 532,357 630,144 615,308
Long-term debt and capital lease obligations
excluding current portion(6)................... 5,694 104,609 105,369 144,674 126,555 126,623
Division equity(7)............................... 103,300 268,333 322,390 324,391 395,651 419,680

There were no cash dividends paid.
<FN>
---------------

(1) In October 1992, the General Division acquired all the outstanding common
shares of Vivigen in a transaction accounted for as a pooling of interests.
Accordingly, the General Division's financial data has been restated to
include Vivigen for all periods presented.

(2) In 1992 and 1993, respectively, the General Division acquired all of the
rights to four of the Neozyme I development programs and Medix Biotech,
Inc., and all of the rights to the remaining two Neozyme I development
programs. In connection with these transactions, all of which were accounted
for as purchases, the General Division charged to operations the following
amounts which represented the purchase of in-process research and
development: 1992, $51.1 million and 1993, $24.0 million.

(3) In 1990 and 1992, respectively, Genzyme sponsored formation of Neozyme I and
Neozyme II. In connection with these transactions, Genzyme obtained options
to acquire all of the equity of each entity under certain circumstances in
exchange for the issuance of warrants which, when exercised, entitle the
holders to one share of Genzyme General Division Stock and .135 shares of
Genzyme TR Division Stock. The value assigned to each option ($8.2 million
for Neozyme I and $16.9 million for Neozyme II) was charged to operations in
the period each option was obtained due to uncertainty as to Genzyme's
future exercise of these options.

(4) In December 1993, the General Division incurred restructuring charges of
$2.8 million related to the consolidation of laboratory operations in its
diagnostic services business. Also in December 1993, the General Division
wrote off $23.7 million for the value of impaired goodwill associated
primarily with IG's acquisition of GDI in 1992.

(5) Cash and investments includes cash, cash equivalents, and short- and
long-term investments.

(6) In October 1991, Genzyme issued $100.0 million of its 6 3/4% convertible
subordinated notes due October 2001 and received net proceeds of $97.3
million.

</TABLE>
16
<PAGE> 23
<TABLE>
IG SELECTED FINANCIAL DATA
(HISTORICAL)

The following table represents selected historical income and balance sheet data of IG. The balance sheet data presented below
as of December 31, 1990, 1991, 1992, 1993 and 1994 and the income statement data presented below for each of the years in the five-
year period ended December 31, 1994 are derived from IG's financial statements, which have been audited by Coopers & Lybrand,
L.L.P., independent public accountants. The financial statements as of December 31, 1993 and 1994 and for each of the years in the
three-year period ended December 31, 1994 and the report of Coopers & Lybrand relating thereto are incorporated by reference in this
Prospectus/Proxy Statement and the selected financial data presented below are qualified in their entirety by reference thereto.
The balance sheet data presented below as of March 31, 1994 and 1995 and income statement data for the three-month periods ended
March 31, 1994 and 1995 are derived from IG's unaudited financial statements that are also incorporated herein by reference. In the
opinion of management, the unaudited financial statements have been prepared on a basis consistent with the audited financial
statements and include all adjustments, consisting only of normal recurring accruals, necessary for a fair presentation of the
financial position and results of operations for these periods. The operating results for the three months ended March 31, 1994 or
1995 are not necessarily indicative of the results that may be expected for the entire fiscal year. The data should be read in
conjunction with the historical financial statements and notes thereto, and related Management's Discussion and Analysis of
Financial Condition and Results of Operations, of IG in its annual report on Form 10-K for the year ended December 31, 1994 and its
quarterly report on Form 10-Q for the quarter ended March 31, 1995, which are delivered with this Prospectus/Proxy Statement.
Amounts are in thousands, except for per share amounts.

<CAPTION>
THREE MONTHS ENDED
FOR THE YEARS ENDED DECEMBER 31, MARCH 31,
---------------------------------------------------- ------------------
1990 1991 1992 1993 1994 1994 1995
------- ------- ------- -------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues:
Service revenue................................ $ 2,530 $ 9,073 $25,639 $ 34,717 $34,691 $ 9,551 $ 9,008
Research & development revenues................ 1,138 2,626 2,939 4,879 4,503 1,170 1,079
Management fee revenue......................... -- -- 74 1,817 4,408 1,312 1,034
------- ------- ------- -------- ------- ------- -------
3,668 11,699 28,652 41,413 43,602 12,033 11,121
Cost and expenses:
Cost of service revenue........................ 2,363 7,367 18,491 26,199 24,917 6,927 6,255
Research and development (including funded
research and development).................... 1,443 1,843 2,595 4,801 5,137 1,319 1,318
Sales, general and administrative.............. 2,461 7,188 10,546 14,791 15,710 3,969 4,319
Amortization of intangible assets(1)........... 166 1,180 2,113 2,608 1,151 288 288
Intangibles writeoff(1)........................ -- -- -- 22,566 -- -- --
Restructuring.................................. -- -- -- 1,373 -- -- --
------- ------- ------- -------- ------- ------- -------
6,433 17,578 33,745 72,338 46,915 12,503 12,180
Operating loss..................................... (2,765) (5,879) (5,093) (30,925) (3,313) (470) (1,059)
Interest income, net............................... 690 474 177 117 (194) (17) (99)
Other expense(2)................................... -- -- -- (720) (61) 3 (3)
Net loss........................................... $(2,075) $(5,405) $(4,916) $(31,528) $(3,568) $ (484) $(1,161)
======= ======= ======= ======== ======= ======= =======
Net loss per common share.......................... $ (0.57) $ (0.88) $ (0.62) $ (3.37) $ (0.38) $ (0.5) $ (0.12)
Weighted average number of shares
outstanding.................................. 3,654 6,151 7,916 9,367 9,445 9,423 9,493
Cash dividends -- none
</TABLE>

<TABLE>
<CAPTION>
THREE MONTHS
FOR THE YEARS ENDED DECEMBER 31, ENDED
---------------------------------------------------- MARCH 31,
1990 1991 1992 1993 1994 1995
------- ------- ------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital..................................... $11,143 $ 4,015 $ 8,348 $ 1,588 $(1,006) $(2,105)
Intangible assets................................... 4,608 5,781 27,415 2,241 1,090 802
Total assets........................................ 18,830 14,012 48,728 19,582 19,845 20,062
Capital lease obligation long term.................. -- 117 321 122 134 129
Stockholders equity................................. 17,313 12,208 41,852 10,821 7,358 6,269

<FN>
---------------

(1) IG acquired two testing laboratory businesses late in 1990, a third in
mid-1991 and a fourth in June 1992. Intangible assets arising from these
transactions totaled approximately $30.9 million. Intangible assets of $7.1
million relate to the 1990 and 1991 acquisitions and are being amortized
over the five year period of their expected useful life. The June 1992
acquisition generated goodwill of $23.8 million which was being amortized
over twenty years, its expected useful life. In the fourth quarter of 1993,
all the remaining goodwill associated with the 1992 purchase of GDI and half
of the goodwill associated with the 1991 purchase of Long Beach were written
down in accordance with IG's policy of reassessing the realizability of long
term assets.

(2) Other expense, in 1993, consists principally of the writedown of IG's
investment in IVF America of $700,000 required in order to state the
investment at the lower of cost of market.

</TABLE>

17
<PAGE> 24
COMPARATIVE PER SHARE FINANCIAL INFORMATION

The following unaudited information reflects certain comparative per
share data related to book value and income (loss) from continuing operations
(i) on a historical basis for Genzyme General Division Stock and IG Common
Stock; (ii) on a pro forma basis per share of Genzyme General Division Stock
giving effect to the Merger; and (iii) on an equivalent pro forma basis per
share of IG Common Stock giving effect to the Merger. Equivalent pro forma per
share amounts for IG Common Stock are calculated assuming that the holder of one
share of IG Common Stock would be entitled to .125 shares of Genzyme General
Division Stock for all periods presented. See "The Merger - Conversion of IG
Common Stock."

<TABLE>
The information shown below should be read in conjunction with the
consolidated historical financial statements incorporated herein by reference in
the case of Genzyme, and delivered herewith in the case of IG. Neither Genzyme
nor IG has paid any cash dividends since its inception.

<CAPTION>
GENZYME GENERAL DIVISION STOCK IG COMMON STOCK
---------------------------------------- --------------------------------
EQUIVALENT
HISTORICAL PRO FORMA HISTORICAL PRO FORMA
---------- --------- ---------- ---------
<S> <C> <C> <C> <C>
Income (Loss) per share from
continuing operations
for the twelve and three
month periods ending:
December 31, 1994 $ 1.22 $ 1.12 $(0.38) $ 0.20
March 31, 1995 $ 0.43 $ 0.36 $(0.12) $ 0.01
Book value per share as of:
March 31, 1995 $15.78 $15.59 $ 0.66 $ 2.73

</TABLE>

18
<PAGE> 25
RISK FACTORS

RISKS RELATED TO TWO CLASSES OF COMMON STOCK:

Genzyme currently has two classes of common stock outstanding: Genzyme
General Division Stock and Tissue Repair Division Stock ("Genzyme TR Division
Stock"). Stockholders of IG will receive shares of Genzyme General Division
Stock in the Merger. Stockholders of IG should carefully consider the following
factors in evaluating the Merger.

UNIQUE USE OF TRACKING STOCK. In December 1994, the stockholders of Genzyme
approved a reclassification of Genzyme's common stock in which the authorized
shares of Genzyme common stock were redesignated as Genzyme General Division
Stock and a second class of common stock, Genzyme TR Division Stock, was
created. The Genzyme General Division Stock and the Genzyme TR Division Stock
are intended to reflect the value and "track" the performance of the General
Division and the Genzyme Tissue Repair Division (the "Tissue Repair Division"),
respectively. Genzyme created the Tissue Repair Division in December 1994 by
acquiring BioSurface Technology, Inc. and combining it with several Genzyme
programs and collaborations in the area of tissue repair.

Although "tracking stock" had been used for the acquisition of
businesses in the past, it had never been used for the acquisition of a business
whose products were in development or which had never generated operating income
or paid dividends, as was the case with the Tissue Repair Division. Only
businesses with historical earnings had previously adopted tracking stock
capital structures. Because different methods of stock valuation are used for
companies with new and developing businesses with a history of operating losses
than are used for those with more mature businesses and because there are
greater uncertainties associated with developing businesses, Genzyme's capital
structure may have substantially different effects over the long term than those
experienced by other companies with tracking stock capital structures. In
addition, because of the unique features of Genzyme's use of tracking stock, the
performance of the Genzyme General Division Stock and the Genzyme TR Division
Stock may vary substantially from the performance of the respective businesses
as a result of these factors.

STOCKHOLDERS OF ONE COMPANY; FINANCIAL IMPACTS ON ONE DIVISION COULD AFFECT THE
OTHER. Genzyme continues to hold title to all of its assets and is responsible
for all of its liabilities, and the holders of the Genzyme General Division
Stock and the Genzyme TR Division Stock have no specific claim against the
assets attributed for financial statement presentation purposes to the division
whose performance is associated with the class of stock they hold. Liabilities
or contingencies of either division that affect Genzyme's resources or financial
condition could affect the financial condition or results of operations of both
divisions. The IG Public Stockholders should, therefore, read Genzyme's
consolidated financial statements in conjunction with the financial statements
of the General Division.

NO RIGHTS OR ADDITIONAL DUTIES WITH RESPECT TO THE DIVISIONS; POTENTIAL
CONFLICTS. Holders of Genzyme General Division Stock and Genzyme TR
Division Stock have only the rights of stockholders of Genzyme, and, except in
limited circumstances, do not have any rights specifically related to the
General Division or the Tissue Repair Division, respectively.

The existence of separate classes of common stock may give rise to
occasions when the interests of holders of Genzyme General Division Stock and
holders of Genzyme TR Division Stock may diverge or appear to diverge. Although
Genzyme is aware of no precedent concerning the manner in which Massachusetts
law would be applied to the duties of a board of directors in the context of
multiple classes of common stock with divergent interests, Genzyme believes that
a Massachusetts court would hold that a board of directors owes an equal duty to
all stockholders regardless of class and does not have separate or additional
duties to any group of stockholders. That duty is the fiduciary duty to act in
good faith and in a manner it reasonably believes to be in the best interests of
the corporation. Genzyme believes that, under Massachusetts law, a good faith
determination by a disinterested and adequately informed board of directors that
an action is in the best interests of the corporation should represent an
appropriate defense to any challenge by or on behalf of the holders of any class
of stock that such action could have a disparate effect on different classes of
common stock.

Disproportionate ownership interests of members of the Genzyme Board in
some or all classes of common stock or disparate values of some or all of such
stock could create or appear to create potential conflicts of interest when
directors are faced with decisions that could have different implications for
different classes. Nevertheless,

19
<PAGE> 26

Genzyme believes that a director would be able to discharge his or her fiduciary
responsibilities even if his or her interests in shares of such various classes
were disproportionate or had disparate values. The Genzyme Board may also from
time to time establish one or more committees to review matters presented to it
that raise conflict issues, which committee(s) would report to the full Genzyme
Board on such matters.

NO ADDITIONAL SEPARATE VOTING RIGHTS. Holders of Genzyme General Division Stock
and holders of Genzyme TR Division Stock vote together as a single class on all
matters as to which common stockholders generally are entitled to vote. Except
in certain limited circumstances provided under Massachusetts law, in Genzyme's
Articles of Organization, as amended, and in the management and accounting
policies adopted by the Genzyme Board, holders of each class of common stock
have no rights to vote on matters as a separate class. Accordingly, except in
limited circumstances, holders of shares of one class of common stock could not
bring a proposal to a vote of the holders of that class of common stock only,
but would be required to bring any proposal to a vote of both classes of common
stock.

On all matters as to which common stockholders generally are entitled to
vote, each share of Genzyme General Division Stock has one vote, and each share
of Genzyme TR Division Stock will, through December 31, 1996, have .29 votes.
On January 1, 1997 and on January 1 every two years thereafter, the number of
votes to which each share of Genzyme TR Division Stock will be entitled will be
adjusted to equal the ratio of the Fair Market Value of one share of Genzyme TR
Division Stock to the Fair Market Value of one share of Genzyme General Division
Stock as of such date.

Fair Market Value as of any date means the average of the daily closing
prices as reported by the Nasdaq National Market (or the appropriate exchange on
which such shares are then traded) for the 20 consecutive trading days
commencing on the 30th trading day prior to such date. In the event such
closing prices are unavailable, Fair Market Value will be determined by the
Genzyme Board.

Certain matters as to which the holders of common stock are entitled to
vote may involve a divergence or the appearance of a divergence of the interests
of holders of Genzyme General Division Stock and holders of Genzyme TR Division
Stock. If, when a stockholder vote is taken on any matter as to which a
separate vote by either class is not required and the holders of either class of
common stock would have more than the number of votes required to approve any
such matter, the holders of that class would control the outcome of the vote on
such matter. Holders of Genzyme General Division Stock and holders of Genzyme
TR Division Stock currently have approximately 91% and 9%, respectively, of the
total voting power of Genzyme. As a result, on matters which are submitted to a
vote of the holders of all classes of common stock, the preferences of the
holders of Genzyme General Division Stock are likely to dominate and determine
the outcome of such vote unless and until the relative number of shares
outstanding and/or the market value of Genzyme General Division Stock and
Genzyme TR Division Stock materially changes. The holders of Genzyme TR
Division Stock are likely to have significant influence on the outcome of a
matter submitted to the holders of both classes of common stock only if the
holders of Genzyme General Division Stock are approximately equally divided with
respect to the matter.

MANAGEMENT AND ACCOUNTING POLICIES SUBJECT TO CHANGE. The Genzyme Board has
adopted certain management and accounting policies applicable to the preparation
of the financial statements of both Divisions, the allocation of corporate
expenses, assets and liabilities and other accounting matters, the reallocation
of assets between Divisions and other matters. These policies may, except
as stated therein, be modified or rescinded in the sole discretion of the
Genzyme Board without the approval of Genzyme's stockholders, subject to the
Genzyme Board's fiduciary duty to all holders of Genzyme's capital stock,
although there is no present intention to do so. The Genzyme Board may also
adopt additional policies depending upon the circumstances.

LIMITED TRADING HISTORY. As discussed above, the Genzyme General Division Stock
and the Genzyme TR Division Stock are intended to reflect the value and track
the performance of the General Division and the Tissue Repair Division,
respectively. Since the Genzyme General Division Stock and the Genzyme TR
Division Stock have only a limited trading history, there can be no assurance as
to the degree to which the market price of such classes of common stock will
reflect the value and track the performance of the General Division and the
Tissue Repair Division as reflected in their respective financial statements.
In addition, Genzyme cannot predict the impact that certain terms of the
securities, such as the ability of Genzyme to exchange each share of Genzyme TR
Division

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Stock for cash or shares of Genzyme General Division Stock, will have on the
market prices of each class of common stock.

EXCHANGE OF GENZYME TR DIVISION STOCK. The Genzyme Board could, in its sole
discretion, determine to exchange shares of Genzyme TR Division Stock for cash
or shares of Genzyme General Division Stock (or any combination thereof) at a
30% premium over Fair Market Value at any time after the later of (i) December
31, 1995 and (ii) the date on which equity investments in Genzyme TR Division
Stock by third party investors or the allocation of cash or cash equivalents
from the General Division to the Tissue Repair Division, or any combination of
such equity investments and allocations, equal an aggregate of at least $10
million. In addition, following a disposition of all or substantially all
assets of the Tissue Repair Division, the shares of Genzyme TR Division
Stock are subject to mandatory exchange by Genzyme for cash and/or shares of
Genzyme General Division Stock at a 30% premium over Fair Market Value as
determined by the trading prices during a specified period prior to public
announcement of the disposition. Any such optional or mandatory exchange for
shares of Genzyme General Division Stock could be made at a time when Genzyme
General Division Stock may be considered to be undervalued and would dilute the
interests of the holders of Genzyme General Division Stock.

NO ADJUSTMENT TO DISTRIBUTION UPON LIQUIDATION. In the event of a voluntary or
involuntary dissolution, liquidation or winding up of the affairs of Genzyme
(other than pursuant to a merger, business combination or sale of substantially
all assets), holders of outstanding shares of Genzyme General Division Stock and
Genzyme TR Division Stock would receive the assets, if any, remaining for
distribution to common stockholders on a per share basis in proportion to the
respective per share liquidation unit of such class. Currently, each share of
Genzyme General Division Stock has one liquidation unit and each share of
Genzyme TR Division Stock has .29 liquidation units. Because the liquidation
units will not be adjusted to reflect changes in the relative market value or
performance of the General Division and the Tissue Repair Division, the per
share liquidating distribution to a holder of Genzyme TR Division Stock
or Genzyme General Division Stock will not necessarily correspond to the value
of the assets of the Tissue Repair Division or General Division, respectively,
at the time of a dissolution, liquidation or winding up of Genzyme.

RISKS RELATED TO GENZYME:

As a result of the Merger, stockholders of IG will become stockholders
of Genzyme. An investment in Genzyme General Division Stock involves a high
degree of risk. Stockholders of IG should carefully consider the following
factors in evaluating the Merger and the business of Genzyme and compare these
factors with the risks associated with holding IG Common Stock or an alternative
investment that could be purchased with the proceeds from a sale of IG Common
Stock in the public market.

DEPENDENCE ON CEREDASE[REGISTERED] AND CEREZYME[TRADEMARK] ENZYME SALES.
Genzyme's results of operations and cash flows are highly dependent upon sales
of its Ceredase[REGISTERED] enzyme, a biotherapeutic product for the treatment
of Gaucher disease, and Cerezyme[TRADEMARK] enzyme, a recombinant form of the
enzyme. Commercial sales of Ceredase[REGISTERED] and Cerezyme[TRADEMARK] began
in April 1991 and June 1994, respectively, following receipt of United States
Food and Drug Administration ("FDA") marketing approval and during 1994,
sales from these two products totalled $172.9 million, or 72% of General
Division product sales.

The Ceredase[REGISTERED] and Cerezyme[TRADEMARK] products have each been
given orphan drug status by the FDA, which entitles Genzyme to market
exclusivity for these products until April 1998 and May 2001, respectively.
Legislation has been periodically introduced in recent years to amend the Orphan
Drug Act. See "Risk Factors - Regulation by Government Agencies."

LIMITED SUPPLY OF KEY RAW MATERIAL; NECESSITY OF APPROVALS FOR PRODUCTION OF
CEREZYME[TRADEMARK]. Genzyme produces Ceredase[REGISTERED] enzyme from raw
material extracted from human placental tissue. Pasteur Merieux, located in
France, is the only significant source of this material. Under its agreement
with Genzyme, Pasteur Merieux is obligated to process at least 50% of its
placental tissue and supply all of its output to Genzyme. Currently, it is
processing all of its available material and supplying the output to Genzyme.
If this agreement were terminated prior to the scheduled expiration in 2001 due
to Pasteur Merieux's inability or failure to perform its obligations thereunder,
or if Pasteur Merieux were to reduce the amount of material it processes,
Genzyme might not be able to obtain alternative sources of such raw material
at a commercially reasonable cost, if at all.

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The supply of starting material available for the production of
Ceredase[REGISTERED] enzyme effectively limits the amount of product that can
be produced. During 1994, Genzyme and its supplier were successful in improving
the yield of enzyme obtained from the starting material, thereby increasing the
amount of product that could be produced. As a result of these efforts, the
current supply available is sufficient to produce enough Ceredase[REGISTERED]
enzyme to supply all present patients. However, there can be no assurance that
further improvements in yield will occur. Any disruption in the supply or
manufacturing process of Ceredase[REGISTERED] enzyme may have a material
adverse effect on revenue in any period. To address supply constraints, Genzyme
has developed Cerezyme[TRADEMARK] enzyme, a recombinant form of the enzyme that
is not derived from human placental tissue. In 1994, Genzyme received approval
to market this product in the U.S. and Israel and currently is working to
expedite the foreign approvals needed to market Cerezyme[TRADEMARK] enzyme
elsewhere abroad. Manufacturing constraints on Cerezyme[TRADEMARK] enzyme,
presently produced in Genzyme's small scale cell culture plant, will limit the
availability of the product for new patients until receipt of regulatory
approval to use Genzyme's large scale mammalian cell culture manufacturing
plant in Allston, Massachusetts for production of Cerezyme[TRADEMARK] enzyme.

UNCERTAINTY OF PRODUCT DEVELOPMENT. Genzyme's future success is largely
dependent upon its ability to develop, manufacture and sell technologically
advanced new products. Such products must be developed, tested and, in most
cases, approved for use by appropriate government agencies. Once approved, they
must be manufactured in commercial quantities and marketed successfully. Each
of these steps, as well as the process taken as a whole, involves
significant time and expense. There can be no assurance that any of Genzyme's
products under development, if and when fully developed and tested, will
perform in accordance with Genzyme's expectations, that necessary regulatory
approvals will be obtained in a timely manner, if at all, or that these
products can be successfully and profitably manufactured and sold.

TECHNOLOGY TRANSFERRED TO SURGICAL AIDS PARTNERSHIP AND NEOZYME II. Genzyme
organized a research and development limited partnership (the "Surgical Aids
Partnership") and Neozyme II Corporation ("Neozyme II"), to which it
transferred technology and commercial rights to certain products that
Genzyme previously had under development. Genzyme has options to purchase the
limited partnership interests in the Surgical Aids Partnership under certain
circumstances and to acquire all of the outstanding shares of the callable
common stock of Neozyme II. It is uncertain at this time whether Genzyme will
exercise either or both of these options. If Genzyme does not exercise these
options, it will have no rights to the related products of Neozyme II and
limited rights in revenues generated from the sale of the Surgical Aids
Partnership's products. If Genzyme does exercise these options, it will be
required to make substantial cash payments or to issue shares of General
Division Stock, or both. Cash payments will diminish Genzyme's capital
resources. Payments in General Division Stock could result in dilution to
holders of General Division Stock and could negatively affect the market price
of such stock.

FUTURE CAPITAL NEEDS. Although Genzyme currently has substantial cash
resources, it has committed to utilize a portion of such funds for certain
purposes, such as completing validation of Genzyme's manufacturing facility in
Allston, Massachusetts, developing manufacturing capacity sufficient to
meet the requirements for commercialization of the Surgical Aids Partnership's
products and making certain payments to third parties in connection with
strategic collaborations and acquisitions. In addition, Genzyme may exercise
its option to acquire Neozyme II callable common stock or its option to acquire
the partnership interests in the Surgical Aids Partnership using cash to pay
some or all the exercise price, thereby substantially depleting current
balances. As a result, Genzyme may have to obtain additional financing. There
can be no assurance that such financing will be available on acceptable terms.

UNCERTAINTY REGARDING PATENTS AND PROTECTION OF PROPRIETARY TECHNOLOGY.
Genzyme's success depends, to a large extent, on its ability to maintain a
competitive technological position in its product areas. Proprietary rights
relating to Genzyme's products are protected from unauthorized use by third
parties only to the extent that they are covered by patents or are maintained in
confidence as trade secrets. Genzyme has filed for patents and has rights to
numerous patents and patent applications worldwide. While certain of Genzyme's
patents have been allowed or issued, there can be no assurance that any
additional patents will be allowed or will issue or that, to the extent issued,
such patents will effectively protect the proprietary technology of Genzyme.
Genzyme has also relied upon trade secrets, proprietary know-how and continuing
technological innovation to develop and maintain its competitive position.
There can be no assurance that others will not independently develop such
know-how or otherwise obtain access to Genzyme's technology. While
Genzyme's employees, consultants and corporate partners with access to
proprietary information are generally required to enter into confidentiality
agreements, there can be no assurance that these agreements will be honored.
Certain of Genzyme's consultants have developed portions of Genzyme's

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<PAGE> 29

proprietary technology at their respective universities or in government
laboratories. There can be no assurance that such universities or governmental
authorities will not assert rights to intellectual property arising out of
university or government based research conducted by such consultants. In
addition, patent litigation is widespread in the biotechnology industry and it
is not possible to predict how any such litigation will affect Genzyme.

Parties not affiliated with Genzyme may hold pending or issued patents
relating to the technology utilized by Genzyme in its products presently
available or under development. Genzyme may, depending on the final formulation
of such products, need to acquire licenses to, or contest the validity of, such
patents or any other similar patents that may be issued. The extent to which
Genzyme may need to license such rights or contest the validity of such patents
depends on the scope and validity of such patents and ultimately on the final
design or formulation of its products under development. The cost and ability
to license any such rights and the likelihood of successfully contesting the
validity of such patents are uncertain.

INTENSE COMPETITION. Genzyme is engaged in a segment of the human health care
products industry that is extremely competitive. Competitors in the United
States and elsewhere are numerous and include major pharmaceutical, chemical and
biotechnology companies, many of which have substantially greater capital
resources, marketing experience, research and development staffs and facilities
than Genzyme. These companies may succeed in developing products that are more
effective than any that have been or may be developed by Genzyme and may also be
more successful than Genzyme in producing and marketing these products.

POTENTIAL CONFLICTS OF INTEREST OF DIRECTORS. Certain directors of Genzyme are
also directors of other companies in the biotechnology and pharmaceutical
industries or provide consulting or similar services to other companies doing
business in such industries. As such, those directors may be subject to
conflicts of interest with respect to business opportunities that may be of
interest to two or more of the entities with which they have fiduciary or
contractual relationships. In addition, the scope of research and development
being conducted by Genzyme is very broad, and such other entities may be engaged
in research and development activities with respect to products that may compete
directly with products marketed by Genzyme in the future. Each director of
Genzyme has been advised that he has an obligation to disclose any competitive
relationship and any interest that he or a company with which he is affiliated
may have in any transaction involving Genzyme. Should the Genzyme Board be
presented with any matters in which a director has such a conflicting interest,
the decision would be made by the Genzyme Board or a committee thereof without
participation by the interested director. Notwithstanding this policy, it is
possible that a conflict of interest may affect the actions of a director in
performing his duties on the Genzyme Board.

RAPID TECHNOLOGICAL CHANGE. The field of biotechnology is expected to continue
to undergo significant and rapid technological change. Although
Genzyme will seek to expand its technological capabilities in order to remain
competitive, there can be no assurance that research and discoveries by others
will not render Genzyme's products or processes obsolete.

REGULATION BY GOVERNMENT AGENCIES. Most of the products Genzyme plans to
manufacture and sell will require approval by governmental agencies in the
United States and elsewhere. In particular, human therapeutic and diagnostic
products are subject to pre-marketing approval by the FDA and comparable
agencies in foreign countries. The process of obtaining these approvals varies
according to the nature and use of the product and can involve lengthy and
detailed laboratory and clinical testing, sampling activities and other costly
and time-consuming procedures. There can be no assurance that any of the
required approvals will be granted on a timely basis, if at all.

Certain of Genzyme's products, including its Ceredase[REGISTERED] and
Cerezyme[TRADEMARK] enzymes, have been designated as orphan drugs under the
Orphan Drug Act, which provides incentives to manufacturers to develop and
market drugs for rare diseases. The Orphan Drug Act generally entitles the
first developer to receive FDA marketing approval for an orphan drug to a
seven-year exclusive marketing period in the United States for that product.
However, legislation has been periodically introduced in recent years to amend
the Orphan Drug Act. Such legislation has generally been directed to shortening
the period of automatic market exclusivity and granting certain marketing rights
to simultaneous developers of a drug. The effect on Genzyme of any amendments
ultimately adopted cannot be assessed at this time.

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<PAGE> 30

Although Genzyme has filed for or received orphan drug designation for
various other products, Genzyme believes that the commercial success of these
products will depend more significantly on the associated safety and efficacy
profile and on the price and other characteristics of each product relative to
competitive or alternative treatments than on any exclusivity afforded by the
Orphan Drug Act. Additionally, these products may be protected by patents and
other means. Nonetheless, it is not possible to predict precisely what effect a
lessening of the market exclusivity protection afforded by the Orphan Drug Act
would have on Genzyme's results of operations.

FOREIGN SALES ACTIVITIES. Foreign sales accounted for 37% of the General
Division's total revenues in 1994, and Genzyme anticipates that foreign sales
will continue to represent a significant percentage of Genzyme's revenues.
Accordingly, a substantial portion of Genzyme's revenues may be subject to
currency fluctuations and other risks associated with foreign operations. In
addition, the strength of the United States dollar in relation to certain
foreign currencies may adversely affect Genzyme's sales to foreign customers.

THIRD PARTY REIMBURSEMENT AND HEALTHCARE COST CONTAINMENT INITIATIVES. A
majority of Genzyme's revenues are attributable directly or indirectly to
payments received from third party payors. Genzyme's revenues and profitability
may be affected by ongoing efforts of third party payors to contain such costs.
In addition, during 1994 the Clinton administration and Congress proposed the
implementation of broad-based healthcare cost containment measures. While these
proposals were not implemented, it is likely that renewed health care measures
will again be proposed in the present or future Congressional sessions.
Accordingly, the effects on Genzyme of any such measures that are ultimately
adopted cannot be assessed at this time.

PRODUCT LIABILITY AND LIMITATIONS OF INSURANCE. Genzyme could be subject to
product liability claims in connection with the use or misuse of its products
during testing or after commercialization. While Genzyme has taken, and
continues to take, what it believes are appropriate precautions, there can
be no assurance that Genzyme will avoid significant liability exposure. Genzyme
has only limited amounts of product liability insurance. If Genzyme attempts to
obtain additional insurance in the future, there can be no assurance that it
will be able to do so on acceptable terms, if at all, or that such insurance
will provide adequate coverage against claims asserted.

POSSIBLE VOLATILITY OF SHARE PRICE AND ABSENCE OF DIVIDENDS. The market prices
for securities of biotechnology companies have been volatile. Factors such as
announcements of technological innovations or new commercial products by Genzyme
or its competitors, governmental regulation, patent or proprietary rights
developments, public concern as to the safety or other implications of
biotechnology products and market conditions in general may have a significant
impact on the market price of Genzyme General Division Stock. No cash dividends
have been paid on Genzyme General Division Stock to date and Genzyme does not
anticipate paying cash dividends on either class of its common stock in the
foreseeable future. See "Risk Factors - Risks Related to Two Classes of Common
Stock."

CHANGE IN CONTROL. Certain provisions of Genzyme's charter and by-laws and the
terms of Genzyme's Stockholder Rights Plan may have the effect of delaying,
deferring or preventing a change in control of Genzyme, thereby possibly having
the effect of depriving stockholders of the opportunity to receive a premium for
their shares. Certain provisions of Massachusetts law may have a similar
effect.

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<PAGE> 31

INTRODUCTION

This Prospectus/Proxy Statement is being furnished to the stockholders
of IG in connection with the solicitation of proxies by the IG Board to be voted
at the Special Meeting. This Prospectus/Proxy Statement is also the prospectus
of Genzyme filed as part of the Registration Statement relating to the
registration of Genzyme General Division Stock to be issued to holders of IG
Common Stock pursuant to the Merger Agreement.

THE SPECIAL MEETING

RECORD DATE; OUTSTANDING SECURITIES. This Prospectus/Proxy Statement and
enclosed proxy are being furnished in connection with the solicitation by the IG
Board of proxies in the enclosed form for use at the Special Meeting to be held
on September ___, 1995, at ______ a./p.m., at the offices of IG, Five Mountain
Road, Framingham, Massachusetts. The Special Committee has fixed the close of
business on August 4, 1995 as the Record Date. Only the holders of shares of IG
Common Stock of record at the close of business on the Record Date will be
entitled to receive notice of and to vote at the Special Meeting. At the Record
Date, there were 3,060,450 shares of IG Common Stock outstanding that were
not held by Genzyme, which were held of record by approximately 180 holders.
Each share of IG Common Stock is entitled to one vote. The Merger Agreement
must be adopted by the affirmative vote of a majority of the shares of IG Common
Stock outstanding as of the Record Date. Genzyme has agreed to vote its shares
of IG Common Stock in the same proportion as the votes cast by the IG Public
Stockholders. Accordingly, Genzyme's vote will not affect the outcome of the
voting at the Special Meeting.

PURPOSE OF THE MEETING. At the Special Meeting, the stockholders of IG will
consider and vote upon a proposal to adopt the Merger Agreement pursuant to
which (i) the Merger and the other transactions contemplated by the Merger
Agreement are to be consummated, (ii) holders of IG Common Stock are to receive
shares of Genzyme General Division Stock in exchange for the IG Common Stock
held by each of them as of the Effective Time of the Merger, and (iii) certain
unexercised options for IG Common Stock are to be terminated without any
acceleration of vesting and replaced with options for Genzyme General Division
Stock priced at then fair market value. See "The Merger - General," " -
Conversion of IG Shares," " - Treatment of Options."

REQUIRED VOTE. A majority of the shares of IG Common Stock outstanding as of
the Record Date, represented in person or by proxy at the Special Meeting, will
constitute a quorum. As the holder of approximately 69% of IG's outstanding
common stock, Genzyme's presence at the Special Meeting will assure a quorum at
the meeting. The affirmative vote in favor of the Merger Agreement by a
majority of the votes cast at the Special Meeting by IG Public Stockholders is a
condition to both Genzyme's and IG's obligation to consummate the Merger.
Shares represented by proxies which are marked "abstain" and proxies relating to
"street name" shares for which the authority to vote is withheld ("broker
non-votes") will not be treated as votes cast and, thus, will not affect the
outcome of the voting.

THE SPECIAL COMMITTEE BELIEVES THAT THE MERGER IS IN THE BEST INTERESTS
OF IG AND ITS STOCKHOLDERS AND UNANIMOUSLY RECOMMENDS A VOTE TO ADOPT THE MERGER
AGREEMENT.

VOTING OF PROXIES. All proxies that are properly executed and returned will be
voted at the Special Meeting in accordance with the instructions thereon,
unless previously revoked. With regard to any other business not specified
above that may properly come before the Special Meeting, shares represented by
properly executed proxies will be voted at the discretion of the persons named
in the relevant proxy. The execution of a proxy will not affect a
stockholder's right to attend the Special Meeting and vote in person.

ANY IG STOCKHOLDER GIVING A PROXY HAS THE POWER TO REVOKE THE PROXY
PRIOR TO ITS EXERCISE. A PROXY MAY BE REVOKED BY (A) FILING WITH THE ASSISTANT
SECRETARY OF IG, AT OR BEFORE THE TAKING OF THE VOTE AT THE SPECIAL MEETING, (1)
A WRITTEN NOTICE OF REVOCATION SPECIFYING THE NUMBER OF SHARES AND CLEARLY
IDENTIFYING THE PROXY TO BE REVOKED OR (2) DULY EXECUTING AND FILING A NEW PROXY
BEARING A LATER DATE, OR (B) ATTENDING THE SPECIAL MEETING AND VOTING IN PERSON
(ALTHOUGH ATTENDANCE AT THE MEETING WILL NOT IN AND OF ITSELF CONSTITUTE A
REVOCATION OF A PROXY). ANY WRITTEN NOTICE OF REVOCATION OR SUBSEQUENT PROXY
SHOULD BE SENT AND DELIVERED

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TO IG LABORATORIES, INC., FIVE MOUNTAIN ROAD, FRAMINGHAM, MASSACHUSETTS 01701,
ATTENTION: ASSISTANT SECRETARY, OR HAND DELIVERED TO THE ASSISTANT SECRETARY OF
IG AT OR BEFORE THE TAKING OF THE VOTE AT THE SPECIAL MEETING.

NO APPRAISAL RIGHTS. Under Delaware law and IG's Restated Certificate of
Incorporation, IG stockholders are not entitled to appraisal rights in
connection with the Merger.

If you have any questions about giving your IG proxy or require
assistance, please contact either of the following persons:
Mark A. Hofer
Assistant Secretary
IG Laboratories, Inc.
Five Mountain Road
Framingham, Massachusetts 01701
(508) 872-8400
or
Susan P. Cogswell
Director, Shareholder Services
Genzyme Corporation
One Kendall Square
Cambridge, Massachusetts 02139
(617) 252-7526

THE MERGER

The detailed terms of and conditions to the consummation of the Merger
are contained in the Merger Agreement, a conformed copy of which is attached
hereto as Exhibit A and incorporated herein by reference. The following
discussion sets forth a description of the material terms and conditions of the
Merger Agreement. The description in this Prospectus/Proxy Statement of the
terms and conditions to the consummation of the Merger is qualified by, and made
subject to, the more complete information set forth in the Merger Agreement.

GENERAL

The Merger Agreement provides for the merger of IG with and into
Genzyme. If the Merger Agreement is adopted by the IG Public Stockholders,
certain additional conditions are satisfied or waived and the Merger is
consummated, Genzyme will be the Surviving Corporation and will operate IG as a
business unit within the General Division.

CONVERSION OF IG COMMON STOCK

As a result of the Merger, at the Effective Time all outstanding shares
of IG Common Stock (other than shares held by IG as treasury stock and shares
owned beneficially by Genzyme or any subsidiary of Genzyme) will be converted
into a fraction of a share of Genzyme General Division Stock determined by
dividing $7.00 by the Closing Price and rounding to four decimal places. Thus,
assuming the Closing Price is the same as the closing price of Genzyme General
Division Stock on the Record Date ($56.00), approximately 406,560 shares of
Genzyme General Division Stock will be issued and each share of IG Common Stock
will be converted into approximately .125 shares of Genzyme General Division
Stock.

For a description of the procedures for exchanging IG Common Stock for
Genzyme General Division Stock and for payment of cash in lieu of the issuance
of fractional shares, see "The Merger - Exchange of Certificates" and " -
Fractional Shares."

<PAGE> 33
TREATMENT OF OPTIONS

Under the terms of the outstanding IG options, the IG Board or the
Compensation Committee of the IG Board has authority in the event of a merger
either to terminate unvested options and unexercised options or, if the
acquiring company agrees, to convert them into options of the acquiring
company. Since a substantial majority of the outstanding IG options have
exercise prices in excess of $7.00, Genzyme determined that granting new fair
market value Genzyme options to IG employees would provide greater incentives
to former IG employees than converting their IG options into above-fair market
value Genzyme options.

As a result, all outstanding options to acquire IG Common Stock that
are not exercised prior to the Effective Time will be terminated without any
acceleration of vesting. Genzyme has agreed to issue options to purchase
Genzyme General Division Stock to each full-time employee of IG at the
Effective Time. Thus, the only current IG optionholders who will not receive
options to purchase Genzyme General Division Stock following the Merger are the
outside directors of IG and IG optionholders who ceased being full-time
employees of IG between the date of grant of such options and the Effective
Time. The number of options granted to each former IG employee will be
consistent with a model approved by IG, Genzyme, and the Compensation Committee
of the Genzyme Board. The total number of Genzyme General Division Stock
options to be granted to former IG employees has not been determined at this
time, but is not expected to exceed 330,000. Such options will be priced at
then fair market value, have a term of ten years and will contain such other
terms and conditions as are consistent with incentive stock options granted
under Genzyme's 1990 Equity Incentive Plan.

TREATMENT OF WARRANTS

At the Effective Time, all outstanding warrants to acquire IG Common
Stock, whether or not then exercisable, will be assumed by Genzyme, and will be
exercisable for that number of whole shares of Genzyme General Division Stock
equal to the product of the number of shares of IG Common Stock into which such
warrant was exercisable immediately prior to the Effective Time and the
Merger Consideration and rounded to the nearest whole share of Genzyme General
Division Stock. The exercise price per share of Genzyme General Division Stock
under such warrant will be equal to the exercise price per share of IG Common
Stock immediately prior to the Effective Time divided by the Merger
Consideration and rounded to the nearest cent.

BACKGROUND OF THE MERGER

The potential acquisition by Genzyme of the IG Public Shares had been
discussed independently by the IG Board and Genzyme Board at various times
starting as early as 1992. These discussions usually occurred at times in which
the IG Board was considering potential financing or acquisition transactions.
In this context, both the IG Board and Genzyme Board considered the possibility
of Genzyme repurchasing the IG Public Shares as an alternative to such
transactions. These discussions did not, however, lead to any negotiations
between IG and Genzyme, nor did IG or Genzyme take any specific actions apart
from informal consultations with outside counsel and accountants toward the
consummation of such a transaction until October 1994.

In October 1994, Genzyme management began consulting with its investment
bankers regarding the potential acquisition of the IG Public Shares. At the
same time, the IG Board established the Special Committee, which consists of the
three IG Board members with no affiliation with Genzyme. The Special Committee
was charged with investigating and considering the options available to IG for
the further development of its business or for a business combination with a
third party, including Genzyme. In furtherance of its mandate, the Special
Committee retained Morris, James, Hitchens & Williams ("Morris, James") as
independent legal counsel.

On December 22, 1994, the Special Committee and its counsel met with and
interviewed representatives of two investment banking firms having experience in
the health care industry, including Alex. Brown. Following the interviews the
Special Committee authorized Earl M. Collier, Jr., Chairman of the Special
Committee, to retain Alex. Brown as its financial advisor. Pursuant to that
authorization, Mr. Collier directed Alex. Brown to begin work on behalf of the
Special Committee on January 5, 1995, and the Special Committee and Alex. Brown
signed an engagement letter on January 20, 1995 (the "Engagement Letter").

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<PAGE> 34
On January 19, 1995, representatives of Alex. Brown met informally with
IG's Chief Financial Officer. Representatives of Alex. Brown and Morris, James
attended due diligence meetings on January 26 and 27, 1995 at IG's offices. At
these meetings, management of IG and Genzyme presented information regarding
financial, strategic and legal issues facing IG. During January and early
February of 1995, both Alex. Brown and Morris, James collected further
information from IG and Genzyme to evaluate IG and Genzyme's respective
businesses.

On February 9, 1995, the Special Committee met and received
presentations from its legal and financial advisors. Representatives of Alex.
Brown reviewed the results of its work to that date and the various strategic
alternatives for IG's business that might be available to it, the market
performance of IG stock, IG's corporate structure and principal activities, and
the various relationships between IG and Genzyme. The Special Committee
discussed transactions that might be available to IG and the implications of
Genzyme's ownership interest for some of the various options considered. On
February 10, 1995, the Special Committee issued a press release announcing that
a special committee of the IG Board had been formed to consider such strategic
alternatives.

A special meeting of the Genzyme Board was held on February 14, 1995, at
which meeting Genzyme management recommended that the Board authorize an offer
to the Special Committee relating to a merger of IG into Genzyme. The Genzyme
Board authorized management to proceed in making an offer to acquire the IG
Public Shares. On February 15, 1995, Genzyme sent a proposal to the Special
Committee in which the IG Public Stockholders would receive .12368 shares of
Genzyme General Division Stock for each share of IG Common Stock, resulting in a
value of $4.76 per share based upon the prior day's closing price of Genzyme
General Division Stock. On February 16 and 17, two lawsuits were filed in the
Court of Chancery of the State of Delaware, each alleging, among other things,
that Genzyme and the IG Board breached their fiduciary duties to the IG Public
Stockholders in connection with this proposal. See "Recent Developments."

On March 2, 1995, the Special Committee met again, and representatives
of Alex. Brown made a detailed presentation concerning Alex. Brown's efforts to
develop a valuation of IG. The representatives also advised the Special
Committee of their efforts to contact third parties with a potential interest in
a transaction with IG. At this meeting, the Special Committee determined that,
although it would be premature to pursue negotiations with Genzyme over its
offer, there should be additional discussions with Genzyme. The Special
Committee authorized Alex. Brown to meet with Henri Termeer and David McLachlan,
Genzyme's Chief Executive Officer and Chief Financial Officer, respectively.

On March 9, 1995, representatives of Alex. Brown met with Messrs.
McLachlan and Termeer. At that meeting, Mr. Termeer advised Alex. Brown of
Genzyme's position that Genzyme considered IG an integral part of its business,
and did not have an interest in selling IG or its controlling interest in IG.

At the Special Committee's next meeting on March 22, 1995, the Special
Committee received a more detailed presentation from Alex. Brown concerning the
development of a valuation of IG. Among other things, the Special Committee
discussed how to value the principal technologies of IG that are subject to
further research and development. Following this presentation, the Special
Committee authorized Alex. Brown to advise Genzyme that its merger proposal was
unacceptable, but to also advise Genzyme that the Special Committee was prepared
to discuss valuation methodology and assumptions in an effort to determine
whether a suitable transaction might be negotiated.

On May 4, 1995, the Special Committee met and discussed with Alex. Brown
the latter's discussions with members of Genzyme management, including Mr.
Termeer, on April 3 and 10, 1995. The Special Committee extensively reviewed
Alex. Brown's efforts to value IG's principal technologies, including the many
variables and assumptions involved in attempting to develop a value for the
fetal cell separation ("FCS") technology in light of it not yet being at the
clinical trial stage. In the latter regard, the Special Committee initiated a
telephone conference with senior IG personnel in order to review various
assumptions and variables incident to the prospective commercialization of the
FCS technology. Such personnel related that the commencement of a clinical
trial of the FCS technology depends on the successful outcome of research
activities presently in progress and expected to continue at least through the
balance of 1995. Since the results of these activities could not be forecasted,
IG personnel could not predict whether or when a clinical trial to support FCS
technology would begin. Furthermore, it was not possible to determine the
duration and results of such a clinical trial, if and when such trial were to
occur. IG estimated that the time necessary to conduct tests could range
between six and 17 months. During that period,

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<PAGE> 35

IG would study between 5,000 and 10,000 samples to determine the accuracy of a
prenatal FCS test to detect five separate chromosomes. Following completion of
such tests, IG would expect to be able to determine the probable
commercial value, if any, of the FCS technology. As a result of their
discussions with IG personnel, the Special Committee and Alex. Brown concluded
that while the commercial potential for the FCS service business was
significant, the value of that potential was uncertain.

On May 16, 1995, following a preliminary meeting among themselves, Mr.
Collier and representatives of Alex. Brown and Morris, James met with Mr.
Termeer and Mr. McLachlan concerning a possible Genzyme transaction. In his
discussions with Mr. Termeer on May 16, 1995, Mr. Collier advised Mr. Termeer
that the Special Committee believed the value of IG Common Stock was in excess
of the amount of Genzyme's February 15, 1995 proposal. During their
discussions, Mr. Termeer ultimately proposed to Mr. Collier a transaction at
$7.00 per share, payable in Genzyme General Division Stock valued at the time of
closing. After Messrs. Termeer and McLachlan left the meeting, there was an
extensive discussion, during which Mr. Collier informed those present of Mr.
Termeer's proposal and expressed the view that, based upon the advice of the
Special Committee's advisors, discussions with Messrs. Termeer and McLachlan,
and the work of the Special Committee, he was prepared to support a transaction
with Genzyme at a price of $7.00 per share payable in Genzyme General Division
Stock.

Thereafter, on the evening of May 16, 1995, the Special Committee met by
telephone (with Morris, James and Alex. Brown participating). The members of
the Special Committee believed both that the price was fair and that were they
to reject it and seek a higher price, there was a substantial risk that there
would be no transaction with Genzyme. The Special Committee also believed that
in view of the uncertainty regarding the timing and outcome of FCS technology
research and any clinical trial as well as Genzyme's determination to retain a
controlling interest in IG, IG's opportunities for growth as an independent
entity were limited. Therefore, rejection of the Genzyme proposal would leave
the IG Public Stockholders with little prospect for realizing a premium upon
their investment comparable to that offered by Genzyme within the foreseeable
future. Accordingly, the Special Committee determined to approve a transaction
at a $7.00 per share price payable in Genzyme General Division Stock subject to,
among other things, an opinion by Alex. Brown that the terms of the Merger are
fair from a financial point of view to the IG Public Stockholders and execution
of an appropriate merger agreement.

On May 18, 1995, the Genzyme Board approved a merger transaction at a
$7.00 per share price payable in Genzyme General Division Stock and Genzyme and
the Special Committee executed a letter of intent pursuant to which the Special
Committee would recommend to the IG Board the acquisition of the IG Public
Shares by Genzyme.

Acting by unanimous written consent dated as of June 10, 1995, the IG
Board voted to accept the recommendation of the Special Committee regarding the
Merger and approved the Merger Agreement. The Merger Agreement was executed the
same day.

IG'S REASONS FOR THE MERGER

The approval of the IG Board was based upon the unanimous approval of
the Merger and the Merger Agreement by a Special Committee of directors
comprised of Earl M. Collier, Jr., David E. Housman and David C. Ward, the only
directors of IG who are not also either directors or officers of Genzyme. The
Special Committee unanimously determined that the Merger and Merger Agreement
are fair to, and in the best interests of, the IG Public Stockholders and
recommended that the IG Board approve the Merger Agreement and the transactions
contemplated by it.

In determining to recommend approval of the Merger Agreement and the
transactions contemplated by it, the Special Committee considered a number of
factors, including but not limited to the following:

1. that the $7.00 per share price represents a premium of 90% over the
closing sales price of $3.6875 on February 9, 1995, the day prior to
the Special Committee's announcement that it was considering various
strategic alternatives, including a potential transaction with Genzyme;

2. that the $7.00 per share price represents a premium of 47% over the
closing price of $4.75 as of May 17, 1995, the last trading day
prior to the first public announcement of the proposed Merger;

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<PAGE> 36
3. that there is a limited trading market in IG Common Stock;

4. oral and written presentations by Alex. Brown;

5. presentations concerning the legal and financial due diligence
conducted by the Special Committee's advisors on behalf of the
Special Committee, and presentations concerning the Special Committee's
advisors' discussions with senior Genzyme personnel;

6. the terms and conditions of the Merger Agreement, including without
limitation, a provision requiring the affirmative vote of a majority of
the votes cast by IG Public Stockholders at the Special Meeting to
approve the transaction and a provision permitting the Special
Committee to abandon the Merger in the event that it becomes necessary
to do so in the exercise of the fiduciary obligations of the Special
Committee;

7. the Special Committee's knowledge of the business, financial condition
and results of operations of IG, including the fact that Genzyme has
financed IG's FCS research;

8. the Special Committee's knowledge and understanding of the prospects
for the commercial development and the viability and proprietary
position of the technologies that are the subjects of IG's research and
development efforts;

9. the history and status of IG's discussions (including Alex. Brown's
discussions on behalf of the Special Committee) with other potential
merger, acquisition, or strategic partner candidates;

10. the fact that the IG Public Stockholders will have an opportunity to
participate in the future performance of IG, and in the genetic
testing services industry, through the ownership of the Genzyme General
Division Stock to be received through a tax-free exchange in the
Merger;

11. in light of Genzyme's expressed intention to neither dispose of its
interest in IG nor permit a sale of IG, limitations upon the
capacity of IG to expand its business and grow as an independent
entity;

12. the Special Committee's belief that the Merger represents the highest
price and most favorable terms available for the IG Public
Stockholders in a transaction with Genzyme; and

13. the Special Committee's belief that the terms of the Merger Agreement,
including the parties' representations, warranties and covenants,
and the conditions to their respective obligations, are reasonable.

In addition to the factors enumerated above, the Special Committee
recognized that certain members of IG management and the IG Board have interests
that are in addition to, or different from, the interests of the IG Public
Stockholders and that may present them with actual or potential conflicts of
interest in connection with the Merger. The Special Committee determined that
such actual or potential conflicts of interest neither supported nor detracted
from the fairness of the Merger to the IG Public Stockholders.

The Special Committee also considered a number of potentially negative
factors in its deliberations, including but not limited to: (i) the fact that
Genzyme's offer to purchase the IG Public Shares occurred at a time when the
price of IG Common Stock was low in relation to previous trading levels; (ii)
the uncertainty of the relative market prices of IG Common Stock and Genzyme
General Division Stock, as a result of market conditions or otherwise; and (iii)
the fact that Genzyme's obligation to consummate the Merger would be subject to
several conditions.

In view of the number of factors considered by the Special Committee and
the disparate nature of these factors, the Special Committee did not assign
relative weights to the factors considered in reaching its conclusions.

FAIRNESS OPINION

On January 20, 1995, the Special Committee retained Alex. Brown to act
as its financial advisor. On June 8, 1995, Alex. Brown made a presentation to
the Special Committee with respect to the Merger and rendered its oral

<PAGE> 37
opinion, which was subsequently confirmed in writing, that, as of such date,
based upon the facts and circumstances as they existed at the time, and subject
to certain assumptions, factors and limitations set forth in such opinion,
the Merger Consideration was fair from a financial point of view to the IG
Public Stockholders. Alex. Brown subsequently confirmed its oral opinion by
delivery of a written opinion dated as of the date of the Merger Agreement.

THE FULL TEXT OF THE WRITTEN OPINION OF ALEX. BROWN, DATED AS OF THE DATE
OF THE MERGER AGREEMENT, WHICH SETS FORTH ASSUMPTIONS MADE, MATTERS CONSIDERED
AND LIMITATIONS OF THE REVIEW UNDERTAKEN, IS INCLUDED AS EXHIBIT B TO THIS
PROSPECTUS/PROXY STATEMENT AND IS INCORPORATED HEREIN BY REFERENCE. THE IG
PUBLIC STOCKHOLDERS ARE URGED TO READ SUCH OPINION IN ITS ENTIRETY. ALEX.
BROWN'S OPINION IS DIRECTED ONLY TO THE MERGER CONSIDERATION TO BE RECEIVED BY
THE IG PUBLIC STOCKHOLDERS PURSUANT TO THE MERGER AGREEMENT AND DOES NOT
CONSTITUTE A RECOMMENDATION TO ANY OF THE IG PUBLIC STOCKHOLDERS AS TO HOW SUCH
STOCKHOLDERS SHOULD VOTE AT THE SPECIAL MEETING. THE SUMMARY OF THE OPINION OF
ALEX. BROWN SET FORTH IN THIS PROSPECTUS/PROXY STATEMENT IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO THE FULL TEXT OF SUCH OPINION.

In arriving at its opinion, Alex. Brown (i) reviewed the Merger Agreement;
(ii) reviewed certain publicly available information concerning IG and Genzyme;
(iii) reviewed certain financial analyses and other information concerning IG
and Genzyme made available to Alex. Brown by their respective managements; (iv)
held discussions with members of the senior management of IG and Genzyme
regarding the business and the prospects of their respective companies and the
joint prospects of a combined company; (v) reviewed the reported price and
trading activity for IG Common Stock and Genzyme General Division Stock; (vi)
compared certain financial and stock market information for IG with similar
information for certain other companies whose securities are publicly traded;
(vii) reviewed the financial terms of certain recent business combinations that
Alex. Brown deemed comparable in whole or in part; and (viii) performed such
other studies and analyses and considered such other factors as Alex. Brown
deemed appropriate.

As described in the opinion, Alex. Brown assumed and relied upon, without
independent verification, the accuracy and completeness of the information
furnished to or otherwise reviewed by or discussed with it for the purposes of
its opinion. With respect to the financial projections used in its analyses,
Alex. Brown assumed that they had been reasonably prepared on bases reflecting
the best currently available estimates and judgments of the senior management
of IG and Genzyme as to the likely future financial performance of their
respective companies. Alex. Brown did not make an independent evaluation or
appraisal of the assets of IG or Genzyme, nor was it furnished with any such
evaluation or appraisal. Alex. Brown's opinion stated that such opinion was
based on market, economic and other conditions as they existed and could be
evaluated as of the dates of its opinion. Alex. Brown's opinion does not imply
any conclusion as to the likely trading range of Genzyme General Division Stock
following consummation of the Merger nor does it constitute a recommendation to
any of the IG Public Stockholders as to how such stockholder should vote with
respect to the Merger.

The following is a brief summary of the presentation Alex. Brown made to
the Special Committee on June 8, 1995 updated to reflect the written opinion
dated June 10, 1995:

STOCK PRICE ANALYSIS. Alex. Brown reviewed and analyzed the trading prices
and volume for IG from May 3, 1990, the date of IG's initial public offering,
to June 9, 1995 and reviewed and analyzed the trading prices and volume for
Genzyme over a period from January 4, 1991 to June 9, 1995. Alex. Brown also
compared the daily closing prices of IG Common Stock with a composite index of
certain selected biotechnology companies and a composite index of certain
selected clinical laboratory companies (discussed below) from May 3, 1990 to
June 9, 1995.

Alex. Brown also analyzed the implied exchange ratio of IG Common Stock and
Genzyme General Division Stock (the ratio of the closing price of IG Common
Stock to the closing price of Genzyme General Division Stock on a specified
date) and noted that the Merger Consideration represents a premium of 97.2% to
the implied exchange ratio on February 9, 1995 (the day prior to the
announcement by the Special Committee that it was considering strategic
alternatives and that it had retained Alex. Brown), a premium of 46.3% to the
implied exchange ratio on February 14, 1995 (the day prior to Genzyme's
original offer for the IG Common Stock), and a premium of 52.1% to the implied
exchange ratio on May 17, 1995 (the day prior to the announcement by Genzyme
that it had increased its original offer).

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ANALYSIS OF SELECTED PUBLICLY TRADED COMPANIES. Alex. Brown analyzed and
compared certain publicly available information for IG with corresponding data
and ratios for the following group of publicly traded clinical laboratory
companies: Meris Laboratories, Inc., Laboratory Corporation of America
Holdings, Physicians Clinical Laboratory, Inc., Unilab Corporation and
Universal Standard Medical Labs, Inc. (the "Selected Companies"). Alex. Brown
noted that the multiple of Adjusted Purchase Price (purchase price adjusted for
debt and cash) to the latest twelve months ("LTM") revenue for IG was 1.7x
compared to a range of multiples of Adjusted Market Value (market value
adjusted for debt and cash) to LTM revenue for the Selected Companies of 0.8x
to 1.6x, with a mean of 1.3x. Alex. Brown further noted the multiple of
purchase price to the most recently reported book value for IG was 10.6x
compared to a mean multiple of market value to the most recently reported book
value for the Selected Companies of 6.5x. Alex. Brown also noted that no
company used in the Selected Companies analysis was identical to IG and that,
accordingly, an analysis of the results of the foregoing necessarily involved
complex considerations and judgements concerning the financial and operating
characteristics of IG and other factors that could affect the public trading
value of the companies to which it was being compared.

ANALYSIS OF SELECTED MERGER TRANSACTIONS. Alex. Brown reviewed and
analyzed twenty-nine selected pending and completed mergers and acquisitions in
the clinical laboratory industry that have been announced since 1981 (the
"Selected Transactions"). Alex. Brown noted that the multiple of Adjusted
Purchase Price to LTM net revenues for the Merger was 1.7x compared to a range
for the Selected Transactions of 0.7x to 3.1x with a mean of 1.6x. Alex. Brown
further noted that the multiple of purchase price to the most recently reported
book value for the Merger was 10.6x compared to a range for the Selected
Transactions of 2.0x to 8.1x with a mean of 4.3x. In addition, Alex. Brown
noted that the premium paid relative to the stock price on February 9, 1995 was
89.8% compared to a range of premiums paid relative to the stock price one day
prior to the announcement of the transaction for the Selected Transactions of
18.2% to 170.1% with a mean of 65.1%, and that the premium paid relative to the
stock price one month prior to the announcement was 115.4% compared to a range
of premiums paid relative to the stock price one month prior to the
announcement of the transaction for the Selected Transactions of 10.9% to
170.1% with a mean of 76.6%.

Additionally, Alex. Brown reviewed and analyzed the results of thirty-two
selected, completed transactions in which the acquiror owned greater than 50%
of the target prior to initiation of the transaction (the "Controlling
Stockholder Transactions") that have been announced since 1991. Alex. Brown
noted that the premium paid relative to the stock price on February 9, 1995 was
89.8% compared to a range of premiums paid relative to the stock price one day
prior to the announcement of the transaction for the Controlling Stockholder
Transactions of 4.3% to 66.7% with a mean of 32.3% (the range excludes negative
premiums and the highest and lowest premiums), and that the premium paid
relative to the stock price one month prior to the February 9, 1995
announcement was 115.4% compared to a range of premiums paid relative to the
stock price one month prior to the announcement of the transaction for the
Controlling Stockholder Transactions of 4.9% to 88.6% with a mean of 31.2% (the
range excludes negative premiums and the highest and lowest premiums). Alex.
Brown noted that none of the Selected Transactions or the Controlling
Stockholder Transactions was identical to the Merger and that, accordingly, an
analysis of the results of the foregoing necessarily involved complex
considerations and judgements concerning differences in the financial and
operating characteristics of IG and other factors that would affect the
acquisition value of the companies to which it was being compared.

DISCOUNTED CASH FLOW ANALYSIS. Alex. Brown performed several
discounted cash flow analyses for IG, based upon estimates of projected
financial performance for IG, as prepared by its management, for the years 1995
through 2000 for all business units except the Fetal Cell Separation group (the
"FCS Group") and for the years 1995 through 2004 for the FCS Group. The
differing estimates of projected financial performance for IG prepared by its
management were based upon assumptions regarding the development of IG's
business that ranged from conservative to very optimistic. These assumptions
included rates of growth in units of service and pricing, degrees of success
of research and development, timing of market introduction of products and
services, and market growth and penetration of products and services for the
relevant periods. Alex. Brown aggregated the present value of the cash flows
through 2004 for the FCS Group projections and through 2000 for the projections
concerning the remainder of IG with the present value of a range of terminal
values. Alex. Brown discounted these cash flows at discount rates ranging from
18.0% to 50.0%. The terminal value was computed based on projected earnings
before interest, taxes, depreciation and amortization ("EBITDA") in calendar
year 2004 for the FCS Group and projected EBITDA in calendar year 2000 for the
remainder of IG and a range of terminal multiples of 7.0x to 12.0x. The
resulting analyses of the estimates of IG's projected financial performance
based on the assumptions regarding the

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development of IG's business indicated a possible range of values for the IG
Common Stock of $4.75, using a conservative set of assumptions, to $21.53,
using the most optimistic set of assumptions, with a median value of $6.79.

PRO FORMA ANALYSIS. Alex. Brown analyzed certain pro forma financial
effects of the Merger, including the effect on the projected earnings per share
("EPS") of the General Division following the Merger. Based on managements'
projections of earnings and assuming full utilization of the IG net operating
loss carryforward this analysis showed the Merger to be accretive to the
General Division's fully taxed, projected calendar year 1995 EPS. The actual
operating results or financial position achieved by the combined company may
vary from the projected results, and the variations may be material.

The summary set forth above does not purport to be a complete description
of the presentation by Alex. Brown to the Special Committee or the analyses
performed and factors considered by Alex. Brown in connection with its opinion
dated June 10, 1995. Alex. Brown believes that its analyses and the summary
set forth above must be considered as a whole and that selecting portions of
its analyses, without considering all analyses, or selecting portions of the
above summary, without considering all factors and analyses, would create an
incomplete understanding of the process underlying the analyses set forth in
Alex. Brown's opinion. In performing its analyses, Alex. Brown made numerous
assumptions with respect to industry performance, general business, economic,
market and financial conditions and other matters, many of which are beyond the
control of IG or Genzyme. The analyses performed by Alex. Brown are not
necessarily indicative of actual values or future results, which may be
significantly more or less favorable than suggested by such analyses.

Alex. Brown is an internationally recognized investment banking firm and,
as a customary part of its investment banking business, is engaged in the
valuation of businesses and their securities in connection with mergers and
acquisitions, negotiated underwritings, private placements and valuations for
corporate and other purposes. The Special Committee selected Alex. Brown to
serve as its financial advisor because of Alex. Brown's reputation and
healthcare expertise. Alex. Brown regularly publishes research reports
regarding the healthcare industry and the businesses and securities of publicly
traded companies in that industry. In the ordinary course of its trading and
brokerage activities, Alex. Brown may, from time to time, hold long or short
positions in, may trade or may otherwise effect transactions, for its own
account or for the account of customers, in securities of IG or Genzyme.

Pursuant to the terms of the Engagement Letter, IG has agreed to pay Alex.
Brown a transaction fee, upon consummation of the Merger, equal to $750,000.
Such fee was proposed by Alex. Brown and approved by the Special Committee
after consideration of fees quoted by the other investment banker interviewed
by the Special Committee. IG agreed to pay Alex. Brown $250,000 of this amount
upon execution of the Merger Agreement for having rendered its opinion as to
the fairness, from a financial point of view, of the Merger Consideration to be
received by the IG Public Stockholders. In addition, IG has agreed to
reimburse Alex. Brown for its reasonable out-of-pocket expenses, including fees
and disbursements of counsel, and to indemnify Alex. Brown and certain related
persons against certain liabilities, including certain liabilities under the
federal securities laws, relating to, or arising out of, its engagement. To
date, IG has reimbursed Alex. Brown for $9,370 of its expenses, and the amount
of additional unbilled and unpaid expenses with regard to its engagement has
been estimated by Alex. Brown to be approximately $25,000.

GENZYME'S REASONS FOR THE MERGER

The Genzyme Board believes that the Merger is in the best interests of
Genzyme and, therefore, has unanimously approved the Merger Agreement and the
transactions contemplated thereby.

The Genzyme Board reviewed information about IG available to it from IG
management and assessed IG's financial condition. After considering this
information, the Genzyme Board concluded that the following factors, in
decreasing order of importance, favored adoption of the Merger Agreement and
consummation of the Merger: (i) the combination of IG's business and Genzyme's
genetic testing business would facilitate future financings and acquisitions,
in part through the issuance of new equity or debt securities by the General
Division, thereby satisfying the continuing need for cash infusion to finance
operations and enhancing Genzyme's prospects for an increased market share in
the prenatal genetic testing services market; (ii) Genzyme would be able to
file a consolidated federal tax return incorporating the operations of IG and
IG's tax-consolidated subsidiaries; (iii) costs would be

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<PAGE> 40
reduced through more efficient use of shared personnel and the elimination of
duplicate public company costs and (iv) certain potential conflicts of
interest between Genzyme, IG and their respective stockholders relating to the
growth of Genzyme's diagnostic services business would be eliminated.

The Genzyme Board not only considered the benefits that could arise from
the Merger, but also considered certain adverse factors, including the dilution
to holders of Genzyme General Division Stock resulting from the issuance of the
shares of Genzyme General Division Stock in the Merger and the additional
portion of IG's operating losses to be borne by the General Division upon
consummation of the Merger. The Genzyme Board concluded, in its business
judgment, that the factors favoring adoption of the Merger Agreement outweighed
any of the Merger's potential adverse effects.

MERGER AND EFFECTIVE TIME

It is expected that the closing contemplated by the Merger Agreement will
take place on September ___, 1995 (the "Closing Date").

The date and time of the filing of appropriate merger documents with the
Secretary of the Commonwealth of Massachusetts and the Secretary of the State
of Delaware, or such later time as may be specified therein, will be the
Effective Time of the Merger. IG and Genzyme will cause such merger documents
to be filed and recorded as soon as practicable on or after the satisfaction or
waiver of all conditions to the Merger. It is expected that the merger
documents will be filed on the Closing Date, and will specify an Effective Time
of 12:01 a.m. the next day, September ___, 1995.

EXCHANGE OF CERTIFICATES

The Exchange Agent will exchange IG Common Stock certificates for Genzyme
General Division Stock certificates and pay cash in lieu of fractional shares.
As soon as practicable after the Effective Time, the Exchange Agent will mail
to all holders of record of IG Common Stock at the Effective Time instructions
for surrendering their IG Common Stock certificates in exchange for a
certificate or certificates representing shares of Genzyme General Division
Stock. IG STOCKHOLDERS ARE REQUESTED NOT TO SURRENDER THEIR CERTIFICATES FOR
EXCHANGE UNTIL THEY RECEIVE A LETTER OF INSTRUCTIONS FROM THE EXCHANGE AGENT.
Upon surrender of an IG Common Stock certificate for cancellation to the
Exchange Agent, the holder of such certificate will be entitled to receive in
exchange a certificate representing the number of whole shares of Genzyme
General Division Stock into which the shares of IG Common Stock previously
represented by such certificate are converted. Surrendered certificates shall
forthwith be cancelled. Until surrendered, each IG Common Stock certificate
shall represent for all purposes the right to receive shares of Genzyme General
Division Stock.

If any Genzyme General Division Stock certificates are to be issued in a
name other than that in which the IG Common Stock certificate surrendered is
registered, it will be a condition of such exchange that the person requesting
such exchange deliver to the Exchange Agent all documents necessary to evidence
and effect such transfer and pay to the Exchange Agent any transfer or other
taxes required by reason of the issuance of certificates for such shares of
Genzyme General Division Stock in a name other than that of the registered
holder of the certificate surrendered or establish to the satisfaction of the
Exchange Agent that such tax has been paid or is not applicable.

At the Effective Time, the stock transfer books of IG will be closed and no
transfer of IG Common Stock will thereafter be made on those stock transfer
books.

FRACTIONAL SHARES

No fractional shares of Genzyme General Division Stock will be issued in
the Merger, and any fractional interest will not entitle the owner to vote or
to any other rights as a holder of Genzyme General Division Stock. Fractions
of Genzyme General Division Stock will be paid in cash (without interest) in an
amount determined by multiplying such fraction by the Merger Consideration.
Neither the Exchange Agent nor Genzyme will be liable to any holder of IG
Common Stock for any cash in lieu of fractional interests properly delivered to
a public official pursuant to applicable escheat or abandoned property laws.

<PAGE> 41
RESALES OF GENZYME GENERAL DIVISION STOCK

The shares of Genzyme General Division Stock to be issued pursuant to the
Merger Agreement have been registered under the Securities Act, and may be
traded without restriction by all former holders of shares of IG Common Stock
who are not "affiliates," as defined under the Securities Act, of IG
("Affiliates").

Directors, executive officers and certain 5% stockholders of IG may be
deemed to be Affiliates. It is a condition to Genzyme's obligations under the
Merger Agreement that each Affiliate execute and deliver to Genzyme an
"affiliate letter" setting forth certain restrictions on such Affiliate's
ability to sell the shares of Genzyme General Division Stock received in the
Merger. Such restrictions arise from the applicable provisions of Rules 144
and 145 under the Securities Act. See "The Merger - Conditions of the Merger."

REPRESENTATIONS, WARRANTIES AND COVENANTS

IG and Genzyme have made certain representations and warranties to each
other relating to, among other things, compliance with laws, preparation of
financial statements, legal actions and proceedings, the absence of undisclosed
liabilities, and capitalization and share ownership.

IG has agreed that, except with the prior written consent of Genzyme and
with certain other exceptions set forth in the Merger Agreement, prior to the
consummation of the Merger it shall observe certain covenants relating to the
conduct of IG's business, including conducting its business in the usual course
and using reasonable efforts to (i) preserve intact and keep available the
services of IG's employees, (ii) keep in effect certain insurance policies in
coverage amounts not less than those in effect at the date of the Merger
Agreement, (iii) preserve its business, advertise, promote and market its
services in accordance with its practice over the last 12 months, keep its
properties intact and preserve its goodwill, and (iv) use all reasonable
efforts to preserve and protect its intellectual property rights. IG has also
agreed to take appropriate action (which shall not include the making of any
cash payment) to effect the termination of all outstanding stock options that
are not exercised prior to the Effective Time and to terminate the IG Employee
Stock Purchase Plan as soon as practicable after the date of the Merger
Agreement and prior to the commencement of any new offering period under such
plan.

IG has also agreed that, except with the prior written consent of Genzyme
and with certain other exceptions set forth in the Merger Agreement, it will
not (i) sell or transfer, or mortgage, pledge or create or permit to be created
any security interest on, any of its assets other than sales or transfers in
the ordinary course of business or the creation of security interests under
previously disclosed arrangements or in connection with permitted borrowings,
(ii) incur any obligation or liability other than in the ordinary course of
business, incur any indebtedness for borrowed money or enter into any other
contracts or commitments involving payments to or by IG of $100,000 or more,
(iii) except as required by applicable law or pursuant to its affirmative
covenants under the Merger Agreement or any existing employment or severance
agreement, (A) manage the compensation and benefits of its officers, directors,
employees and agents in a manner that is inconsistent with past practices or
(B) enter into or modify any agreement with any consultant, except for
agreements terminable upon not more than one year's notice that are consistent
with IG's past practices with respect to consulting agreements, (iv) change the
number of authorized, issued or outstanding shares of IG capital stock, grant
or accelerate the exercisability of any option, warrant or other right to
purchase, or to convert any obligation into, shares of its capital stock, or
declare or pay any dividend or other distribution, or sell or transfer any
shares of its capital stock, except upon the exercise of outstanding options or
warrants, (v) amend its certificate of incorporation or by-laws, (vi) make any
material acquisition of property other than in the ordinary course of business,
or (vii) enter into or modify any license, technology development or technology
transfer agreement with any other person or entity other than in the ordinary
course of business.

IG and Genzyme have each agreed to use their respective reasonable
commercial efforts to obtain all authorizations and consents of third parties
necessary to the consummation of the transactions contemplated by the Merger
Agreement, to perform and fulfill its obligations under the Merger Agreement,
to obtain the other party's approval prior to issuance of any press release or
other information to the press or any third party with respect to the Merger
Agreement or the transactions contemplated thereby.

Genzyme has agreed that after the Effective Time, it will indemnify and
hold harmless each former officer and director of IG with respect to actions
taken or omitted to be taken prior to the Effective Time, to the extent such

<PAGE> 42
person is entitled to indemnification under the certificate of incorporation or
by-laws of IG, to the fullest extent permitted by Delaware law.

Genzyme has also agreed that during the period beginning two days prior to
the date of this Prospectus/Proxy Statement and ending at the Effective Time,
it will not, directly or through a subsidiary, purchase any shares of Genzyme
General Division Stock.

CONDITIONS OF MERGER

In addition to the adoption of the Merger Agreement by the stockholders of
IG, the respective obligations of Genzyme and IG to consummate the Merger are
subject to the following conditions, among others: (i) the representations and
warranties contained in the Merger Agreement must be accurate in all material
respects at the Effective Time; (ii) all covenants and agreements required by
the Merger Agreement to be performed or complied with shall have been performed
or complied with in all material respects on or prior to the Effective Time;
(iii) the parties shall have received customary legal opinions and other
documents as described in the Merger Agreement; (iv) Genzyme shall have
received letters from specified Affiliates (as defined under "The Merger -
Resales of Genzyme General Division Stock" above) of IG agreeing not to sell or
transfer shares of Genzyme General Division Stock to be received in the Merger,
except under certain circumstances or in compliance with certain conditions;
(v) the parties shall have obtained all approvals, consents and waivers
required to be obtained in connection with the performance of the Merger
Agreement; (vi) the Registration Statement shall have been declared effective
by the Commission and no stop order suspending the effectiveness thereof shall
have been issued; (vii) IG shall have received an opinion of counsel to the
effect that the Merger will be a tax-free reorganization; and (viii) there
shall have been no material adverse change in the business of IG.

TERMINATION

The Merger Agreement may be terminated at any time prior to the Effective
Time: (i) by the Special Committee upon written notice to Genzyme if Genzyme
has breached any representation, warranty, covenant or agreement contained in
the Merger Agreement and has not cured such breach within 10 business days of
receipt of written notice; (ii) by the Special Committee should it determine in
good faith to do so pursuant to the exercise of the Special Committee's
fiduciary duties; (iii) by the Genzyme Board upon written notice to IG if IG
has breached any representation, warranty, covenant or agreement contained in
the Merger Agreement and has not cured such breach with 10 business days of
receipt of written notice; (iv) by either party if (A) any court of competent
jurisdiction or United States governmental body shall have issued an order,
decree or ruling or taken any other action restraining, enjoining or otherwise
prohibiting the Merger and such order, decree or ruling shall have become final
and nonappealable, (B) the requisite IG Public Stockholder vote adopting the
Merger Agreement is not obtained or (C) if, without fault of the terminating
party, the Effective Time shall not have occurred on or before November 30,
1995; or (v) at any time prior to the Effective Time upon the written consent
of Genzyme and the Special Committee.

If terminated as provided above, the Merger Agreement will become void and
have no effect, without any liability on the part of either party, its
directors, officers or stockholders with the exception of the provisions
relating to confidentiality, publicity and expenses, which shall remain in
effect. However, termination of the Merger Agreement pursuant to one or more
of the methods described above will not relieve any party from liability for
any breach thereof occurring before such termination.

WAIVER AND AMENDMENT

At any time prior to the Effective Time, (i) the parties to the Merger
Agreement may, by written agreement, modify, amend or supplement any term or
provision of the Merger Agreement or extend the time for performance of any
obligation thereunder and (ii) any term or provision of the Merger Agreement
may be waived in writing by the party entitled to the benefits thereof;
provided, however, that after the Merger Agreement is adopted by the
stockholders of IG, no such amendment or modification may be made without
further approval of the stockholders of IG if such amendment or modification
would change the amount or kind of consideration to be received in exchange for
the IG Common Stock or adversely affect the rights of such stockholders.

36
<PAGE> 43
REGULATORY MATTERS

Other than the filing of appropriate merger documents with the Secretary of
the State of Delaware and the Secretary of the Commonwealth of Massachusetts
and routine approvals and actions required under IG's permits and licenses to
reflect the change in control of IG, there are no governmental approvals
required to effect the Merger.

EXPENSES

The Merger Agreement provides that each party will bear its respective
expenses incurred in connection with the preparation, execution, and
performance of the Merger Agreement and the transactions contemplated thereby,
including without limitation, all fees and expenses of agents, representatives,
counsel and accountants. The expenses of printing the Prospectus/Proxy
Statement will be borne by Genzyme.

ACCOUNTING TREATMENT

Genzyme will account for the Merger using the purchase method of accounting.

MANAGEMENT OF IG'S BUSINESS AFTER MERGER

Following consummation of the Merger, IG will operate as a business unit
within the General Division.

<TABLE>
At and immediately after the Effective Time, the Board of Directors of the
Surviving Corporation will be Henri A. Termeer, Constantine E. Anagnostopoulos,
Douglas A. Berthiaume, Henry E. Blair, Robert J. Carpenter, Charles L. Cooney
and Henry R. Lewis, of whom Mr. Termeer is an executive officer of Genzyme.
The following table contains certain information about the directors of the
Surviving Corporation.
<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 Genzyme since October 1983, Chief 1983 1997
Age: 49 Executive Officer since December 1985 and Chairman of the Board since May
1988. For ten years prior to joining Genzyme, Mr. Termeer worked for
Baxter Travenol Laboratories, Inc., a manufacturer of human health care
products. Mr. Termeer is Chairman of the Boards of IG, Genzyme
Transgenics Corporation ("GTC") and Neozyme II. Mr. Termeer is also a
director of Abiomed, Inc., AutoImmune Inc., and Xenova Ltd. 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 Genzyme. Prior 1981 1998
Age: 51 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 GTC, Dynagen, Inc. and Celtrix
Pharmaceuticals, Inc.

Charles L. Cooney Dr. Cooney is a Professor of Chemical and Biochemical Engineering and Co- 1983 1996
Age: 50 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.
</TABLE>

37
<PAGE> 44
<TABLE>
<CAPTION>
PRESENT
BUSINESS EXPERIENCE DURING PAST FIVE DIRECTOR TERM
NAME AND AGE YEARS AND OTHER DIRECTORSHIPS SINCE EXPIRES
------------ ------------------------------------ -------- -------
<S> <C> <C> <C>
Constantine E. Dr. Anagnostopoulos is Managing General Partner of Gateway Associates, 1986 1996
Anagnostopoulos which is the general partner of Gateway Venture Partners III, L.P., a
Age: 72 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.

Henry R. Lewis Mr. Lewis is a consultant to several companies and Chairman of the Board 1987 1997
Age: 69 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 Officer of 1988 1998
Berthiaume Waters Corporation, a high technology manufacturer of products used for
Age: 46 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, Inc., a 1994 1996
Carpenter privately held pharmaceutical development company which he co-founded in
Age: 50 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.
Mr. Carpenter is presently a director of Apex BioSciences, Inc., Neozyme
II and IG.
</TABLE>

The executive officers of Genzyme will not change as a result of the
Merger. Biographical data for the current executive officers of Genzyme is
contained in Part I, Item 1A of Genzyme's annual report on Form 10-K for the
year ended December 31, 1994, which is incorporated herein by reference. See
"Incorporation of Certain Documents by Reference."

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The following discussion summarizes the principal federal income tax
consequences of the Merger. The discussion is based on current provisions of
the Internal Revenue Code of 1986, as amended (the "Code"), existing and
proposed Treasury Regulations, current administrative rulings of the Internal
Revenue Service ("IRS") and judicial decisions, all of which are subject to
change. Moreover, this discussion does not purport to be a complete

38
<PAGE> 45

analysis of all potential tax effects relevant to a particular IG stockholder
nor does it address the tax consequences that may be relevant to particular
categories of stockholders subject to special treatment under certain federal
income tax laws. In addition, it does not describe any tax consequences
arising under the laws of any state, local or foreign jurisdiction.
Accordingly, each IG stockholder is urged to consult his or her own tax advisor
regarding the tax consequences of the Merger in his or her own particular tax
situation and regarding state, local and foreign tax implications of the Merger
and any tax reporting requirements of the Merger.

The Merger is conditioned on receipt of the legal opinion of Palmer &
Dodge, counsel to Genzyme, with respect to certain federal income tax
consequences of the Merger, dated as of the Closing Date. This summary
reflects the views of Palmer & Dodge as to the material federal income tax
consequences of the Merger. However, both the opinion and this summary are
based upon representations by the managements of IG and Genzyme and current
law, and assume that the Merger is carried out as described herein. If those
representations are not accurate, if changes are made to current law or if the
Merger is not carried out as described herein, the federal income tax
consequences of the Merger may vary from those described in the opinion and in
this summary. Neither this summary nor the legal opinion is binding on the
IRS, and no rulings have been or will be requested from the IRS with respect to
the Merger.

The following discussion may not be applicable with respect to IG Common
Stock received pursuant to the exercise of employee stock options or otherwise
as compensation.

TAX TREATMENT OF IG AND GENZYME. In the opinion of Palmer & Dodge, the Merger
will constitute a reorganization within the meaning of Section 368(a) of the
Code. Accordingly, it is anticipated that (i) IG and Genzyme will recognize no
gain or loss by reason of the Merger and (ii) the basis and holding periods of
IG's assets immediately after the Merger will include the basis and holding
periods in its hands immediately before the Merger.

TAX CONSEQUENCES TO IG'S STOCKHOLDERS. In the opinion of Palmer & Dodge, no
gain or loss will be recognized by an IG stockholder with respect to the
receipt of Genzyme General Division Stock in exchange for IG Common Stock in
the Merger. The basis of Genzyme General Division Stock received by an IG
stockholder will be the same as the basis of the IG Common Stock exchanged
therefor. The holding period of the Genzyme General Division Stock, including
any fractional shares deemed received, will include the holding period of the
IG Common Stock surrendered in exchange therefor, provided the IG Common Stock
was a capital asset in the hands of such stockholder at the Effective Time. An
IG stockholder will recognize gain or loss in an amount equal to the difference
between the amount of cash received in lieu of a fractional share of Genzyme
General Division Stock and the portion of the stockholder's basis that is
allocable to the fractional share. Generally, any such gain or loss will be
capital gain or loss assuming the IG Common Stock surrendered is held as a
capital asset at the Effective Time and will be long-term capital gain or loss
if the stockholder has held his IG Common Stock for more than one year at the
Effective Time.

THE TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY
AND IS BASED UPON PRESENT LAW. EACH IG STOCKHOLDER SHOULD CONSULT HIS OWN TAX
ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE MERGER TO HIM OR HER,
INCLUDING THE APPLICATION AND EFFECT OF FEDERAL, STATE, LOCAL AND OTHER TAX
LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN FEDERAL OR OTHER LAWS.

DESCRIPTION OF GENZYME

The business of Genzyme is described in Genzyme's annual report on Form
10-K for the year ended December 31, 1994, which is incorporated herein by
reference. See "Incorporation of Certain Documents by Reference."

DESCRIPTION OF IG

The business of IG is described in IG's annual report on Form 10-K for the
year ended December 31, 1994, which is incorporated by reference. A copy of
such annual report is being delivered with this Prospectus/Proxy Statement.

39
<PAGE> 46

RECENT DEVELOPMENTS

On February 16, 1995, a lawsuit was filed by Lenora Isaacs and Richard
Berusch, and on February 17, 1995, a second lawsuit was filed by Robert J.
Bernard, each in the Court of Chancery of the State of Delaware for New Castle
County (Civil Action Nos. 14038 and 14045, respectively), on their own behalf
and as a class action on behalf of all IG stockholders other than the named
defendants and their respective affiliates, naming IG, Genzyme and each of the
directors of IG as defendants. The complaints allege, among other things, that
Genzyme and the directors of IG have breached their fiduciary duties to the IG
Public Stockholders in connection with a proposal made by Genzyme on February
15, 1995 to acquire the IG Public Shares in which the IG Public Stockholders
would receive .12368 shares of Genzyme General Division Stock for each share of
IG Common Stock held, resulting in a value of $4.76 per share based on the
closing price of Genzyme General Division Stock on February 14, 1995. The
proposal that was the subject of these complaints was superseded by the terms
of the Merger Agreement.

For a description of three recent transactions between Genzyme and its
affiliate, GTC, see "Related Party Arrangements."

<TABLE>
GENZYME SHARE OWNERSHIP

The following table and footnotes set forth certain information regarding
the ownership of Genzyme General Division Stock and Genzyme TR Division Stock,
and the common stock of GTC and IG, two subsidiaries of Genzyme, as of April 1,
1995 by (i) persons known by Genzyme to be beneficial owners of more than 5% of
Genzyme General Division Stock or Genzyme TR Division Stock, (ii) the Chief
Executive Officer and each of the four other most highly compensated executive
officers of Genzyme, (iii) each director of Genzyme, and (iv) all current
executive officers and directors of Genzyme as a group:
<CAPTION>
Number of Shares
Beneficial Owner Beneficially Owned (1)
---------------- ---------------------------
Shares Percent
------ -------
<S> <C> <C>
State of Wisconsin Investment Board (2)
121 East Madison Avenue
Wilson, Wisconsin 53702
Genzyme General Division Stock . . . . . . . . . . . . . . . 1,396,000 5.22
Genzyme TR Division Stock . . . . . . . . . . . . . . . . . 776,189 *
Henri A. Termeer (3)
Genzyme General Division Stock . . . . . . . . . . . . . . . 388,618 1.43
Genzyme TR Division Stock . . . . . . . . . . . . . . . . . 75,661 *
Alan E. Smith (4)
Genzyme General Division Stock . . . . . . . . . . . . . . . 68,206 *
Genzyme TR Division Stock . . . . . . . . . . . . . . . . . 12,206
Gregory D. Phelps (5)
Genzyme General Division Stock . . . . . . . . . . . . . . . 42,924 *
Genzyme TR Division Stock . . . . . . . . . . . . . . . . . 23,873
Elliott D. Hillback, Jr (6)
Genzyme General Division Stock . . . . . . . . . . . . . . . 67,994 *
Genzyme TR Division Stock . . . . . . . . . . . . . . . . . 10,662
Geoffrey F. Cox (7)
Genzyme General Division Stock . . . . . . . . . . . . . . . 75,461 *
Genzyme TR Division Stock . . . . . . . . . . . . . . . . . 13,180
Henry E. Blair (8)
Genzyme General Division Stock . . . . . . . . . . . . . . . 29,300 *
Genzyme TR Division Stock . . . . . . . . . . . . . . . . . 8,955
Robert J. Carpenter (9)
Genzyme General Division Stock . . . . . . . . . . . . . . . 9,679 *
Genzyme TR Division Stock . . . . . . . . . . . . . . . . . 23,446
</TABLE>

<PAGE> 47
<TABLE>
<S> <C> <C>
Charles L. Cooney (10)
Genzyme General Division Stock . . . . . . . . . . . . . . . 17,925 *
Genzyme TR Division Stock . . . . . . . . . . . . . . . . . 7,419
Constantine E. Anagnostopoulos (11)
Genzyme General Division Stock . . . . . . . . . . . . . . . 16,000 *
Genzyme TR Division Stock . . . . . . . . . . . . . . . . . 7,160
Henry R. Lewis (12)
Genzyme General Division Stock . . . . . . . . . . . . . . . 13,200 *
Genzyme TR Division Stock . . . . . . . . . . . . . . . . . 6,620
Douglas A. Berthiaume (13)
Genzyme General Division Stock . . . . . . . . . . . . . . . 14,250 *
Genzyme TR Division Stock . . . . . . . . . . . . . . . . . 6,923
All current executive officers and directors as a group
(20 persons) (14)
Genzyme General Division Stock . . . . . . . . . . . . . . . 1,197,873 4.30
Genzyme TR Division 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 Genzyme by SWIB.

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

(4) The stock beneficially owned by Dr. Smith includes 62,483 and 11,435 shares
of Genzyme General Division Stock and Genzyme TR Division 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 Genzyme General Division Stock and Genzyme TR Division Stock,
respectively, subject to stock options exercisable within the 60-day period
following April 1, 1995 and 2,500 and 337 shares of Genzyme General Division
Stock and Genzyme TR Division Stock, respectively, subject to currently
exercisable warrants. In addition, Mr. Phelps holds options to purchase 4,000
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 Genzyme General Division Stock and Genzyme TR Division Stock,
respectively, subject to stock options exercisable within the 60-day period
following April 1, 1995. Also included are 84 and 11 shares of Genzyme General
Division Stock and Genzyme TR Division Stock, respectively, and currently
exercisable warrants to purchase 600 and 81 shares of Genzyme General Division
Stock and Genzyme TR Division Stock, respectively, held by Mr. Hillback's wife
for her own account. In addition, Mr. Hillback's wife holds 168 and 22 shares
of Genzyme General Division Stock and Genzyme TR Division Stock, respectively,
as custodian for their children. Mr. Hillback also owns 10,000 shares of IG
Common Stock and holds options to purchase 4,250 shares of IG Common Stock that
are exercisable within the 60-day period following April 1, 1995. Mr.
Hillback's wife holds 500 shares of IG Common Stock as custodian for one of
their children. Mr. Hillback disclaims beneficial ownership of all shares held
by his wife.
</TABLE>

41
<PAGE> 48
(7) The stock beneficially owned by Dr. Cox includes 72,183 and 12,744 shares
of Genzyme General Division Stock and Genzyme TR Division Stock, respectively,
subject to stock options exercisable within the 60-day period following April
1, 1995 and 2,897 and 389 shares of Genzyme General Division Stock and Genzyme
TR Division Stock, respectively, held jointly with his wife.

(8) The stock beneficially owned by Mr. Blair includes 6,000 and 5,810 shares
of Genzyme General Division Stock and Genzyme TR Division 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 Genzyme General Division Stock and Genzyme TR Division Stock,
respectively, subject to stock options exercisable within the 60-day period
following April 1, 1995 and 1,000 and 135 shares of Genzyme General Division
Stock and Genzyme TR Division Stock, respectively, subject to currently
exercisable warrants. Also included are 246 and 33 shares of Genzyme General
Division Stock and Genzyme TR Division Stock, respectively, and 1,000 and 135
shares of Genzyme General Division Stock and Genzyme TR Division 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 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 Genzyme General Division Stock and Genzyme TR Division Stock,
respectively, subject to stock options exercisable within the 60-day period
following April 1, 1995 and 11,925 and 1,609 shares of Genzyme General Division
Stock and Genzyme TR Division Stock, respectively, held jointly with his wife.
Dr. Cooney also owns 1,000 shares of IG Common Stock held jointly with his
wife. Dr. Cooney's wife owns 500 shares of IG 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 Genzyme General Division Stock and Genzyme TR
Division 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 Genzyme General Division Stock and Genzyme TR Division 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 Genzyme General Division Stock and Genzyme TR Division
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 Genzyme General
Division Stock and Genzyme TR Division 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 Genzyme General Division Stock and
Genzyme TR Division Stock, respectively, subject to currently exercisable
warrants. Also includes 20,400 and 2,833 shares of Genzyme General Division
Stock and Genzyme TR Division Stock, respectively, held jointly by officers and
directors of Genzyme with their respective spouses. Also includes 330 and 44
shares of Genzyme General Division Stock and Genzyme TR Division Stock,
respectively, and currently exercisable warrants to purchase 1,600 and 81
shares of Genzyme General Division Stock and Genzyme TR Division Stock,
respectively, held by the spouses of officers, and 2,571 and 343 shares of
Genzyme General Division Stock and Genzyme TR Division 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.

Genzyme'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, 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

42
<PAGE> 49
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.

Genzyme's officers and directors as a group own beneficially an aggregate
of 34,500 shares of common stock, less than 1% of the shares outstanding, of
GTC, including 22,000 shares subject to stock options exercisable within the
60-day period following April 1, 1995 and 2,000 shares held jointly by a
director and his spouse.

<TABLE>
IG SHARE OWNERSHIP

The following table and footnotes set forth certain information regarding
the beneficial ownership of IG Common Stock and the common stock of Genzyme as
of April 1, 1995, except as provided in the footnotes, by (i) all persons known
by IG to own beneficially more than 5% of its Common Stock, (ii) the Chief
Executive Officer and each of the three other most highly compensated executive
officers of IG whose salary and bonus for 1994 exceeded $100,000, (iii) each
director of IG and (iv) all executive officers and directors of IG as a group:

<CAPTION>
Shares of Common Stock
Beneficial Owner Beneficially Owned (1)
---------------- ----------------------
Shares Percent
------ -------
<S> <C> <C>
Genzyme Corporation . . . . . . . . . . . . . . . . 6,513,880 68.6%
One Kendall Square
Cambridge, MA 02139

Elliott D. Hillback, Jr. . . . . . . . . . . . . . 14,750 (2) *

Martin D. Praino . . . . . . . . . . . . . . . . . 39,140 (3) *

C. Ann Merrifield . . . . . . . . . . . . . . . . . 26,098 (4) *

Katherine W. Klinger . . . . . . . . . . . . . . . 50,625 (5) *

Henri A. Termeer . . . . . . . . . . . . . . . . . 6,513,880 (6) 68.6%

David J. McLachlan . . . . . . . . . . . . . . . . 5,000 (7) *

David D. Fleming . . . . . . . . . . . . . . . . . 5,100 (8) *

Robert J. Carpenter . . . . . . . . . . . . . . . . 19,000 (9) *

David E. Housman . . . . . . . . . . . . . . . . . 31,000 (10) *

David C. Ward . . . . . . . . . . . . . . . . . . . 64,000 (11) *

Earl M. Collier . . . . . . . . . . . . . . . . . . 10,000 (12) *

All executive officers and . . . . . . . . . . . . 6,780,093 (13) 70.8%
directors as a group
(13 persons)
--------------------
<FN>
* Indicates less than 1%

(1) Except as otherwise indicated in these footnotes, each stockholder has sole
voting and investment power with respect to the shares listed in the table.
Ownership of each class of common stock of Genzyme set forth in these footnotes
does not include any shares acquired for the account of any named person since
December 31, 1994 under
</TABLE>
43
<PAGE> 50
the Genzyme Corporation Retirement Savings Plan and, with respect to each
person except Mr. Termeer, represents less than one percent of the outstanding
shares of each class of Genzyme common stock.

(2) Includes 4,250 shares subject to stock options exercisable within the
60-day period following April 1, 1995 and 500 shares held by Mr. Hillback's
wife as custodian for one of their minor children. Mr. Hillback also owns
beneficially (i) 67,762 shares of Genzyme General Division Stock, which
includes 63,283 shares subject to stock options exercisable within the 60-day
period following April 1, 1995 and 252 shares and currently exercisable
warrants to purchase 600 shares held by Mr. Hillback's wife for her own account
or as custodian for their minor children and (ii) 10,664 shares of Genzyme TR
Division Stock, which includes 10,043 shares subject to stock options
exercisable within the 60-day period following April 1, 1995, 81 shares subject
to currently exercisable warrants and 33 shares held by Mr. Hillback's wife for
her own account. Mr. Hillback disclaims beneficial ownership of all shares
held by his wife for her own account or as custodian for their minor children.

(3) Includes 12,400 shares subject to options exercisable within the 60-day
period following April 1, 1995. Mr. Praino also owns beneficially (i) 13,430
shares of Genzyme General Division Stock, which includes 7,930 shares of
Genzyme General Division Stock subject to stock options exercisable within the
60-day period following April 1, 1995 and (ii) 1,070 shares of Genzyme TR
Division Stock subject to stock options exercisable within the 60-day period
following April 1, 1995.

(4) Includes 12,600 shares subject to options exercisable within the 60-day
period following April 1, 1995. Ms. Merrifield also owns beneficially (i)
3,526 shares of Genzyme General Division Stock subject to stock options
exercisable within the 60-day period following April 1, 1995 and (ii) 476
shares of Genzyme TR Division Stock subject to stock options exercisable within
the 60 day period following April 1, 1995.

(5) Includes 1,600 shares subject to stock options exercisable within the
60-day period following April 1, 1995, 3,025 shares held jointly by Dr. Klinger
and her husband and 1,000 shares held by Dr. Klinger's husband. Dr. Klinger
disclaims beneficial ownership of the shares held by her husband. Dr. Klinger
also owns beneficially (i) 5,643 shares of Genzyme General Division Stock,
which includes 1,317 shares held jointly with her husband and 4,326 shares
subject to stock options exercisable within the 60-day period following April
1, 1995, and (ii) 761 shares of Genzyme TR Division Stock, which includes 584
shares subject to stock options exercisable within the 60 day period following
April 1, 1995 and 177 shares owned jointly with her husband.

(6) Includes 6,513,880 shares owned by Genzyme, as to which Mr. Termeer
disclaims beneficial ownership. Mr. Termeer is President, Chief Executive
Officer and Chairman of the Board of Genzyme. Mr. Termeer also owns
beneficially (i) 388,618 shares of Genzyme General Division Stock, which
includes 371,250 shares subject to stock options exercisable within the 60-day
period following April 1, 1995 and 3,300 shares subject to currently
exercisable warrants, and (ii) 75,661 shares of Genzyme TR Division Stock,
including 63,318 shares subject to stock options exercisable within the 60-day
period following April 1, 1995 and 445 shares subject to currently exercisable
warrants. Such ownership represents 1.43% of the outstanding Genzyme General
Division Stock and less than 1% of the outstanding Genzyme TR Division Stock.

(7) Mr. McLachlan also owns beneficially (i) 88,176 shares of Genzyme General
Division Stock, which includes 82,133 shares subject to stock options
exercisable within the 60-day period following April 1, 1995 and 1,400 shares
subject to currently exercisable warrants, and (ii) 14,902 shares of Genzyme TR
Division Stock, which includes 14,087 shares subject to stock options
exercisable within the 60-day period following April 1, 1995 and 189 shares
subject to currently exercisable warrants.

(8) Includes 100 shares jointly owned by Mr. Fleming and his wife. Mr. Fleming
also owns beneficially (i) 89,771 shares of Genzyme General Division Stock,
which includes 84,633 shares subject to stock options exercisable within the
60-day period following April 1, 1995 and 2,393 shares held by Mr. Fleming's
wife as custodian for their minor children, and (ii) 13,594 shares of Genzyme
TR Division Stock, which includes 12,925 shares subject to stock options
exercisable within the 60-day period following April 1, 1995 and 320 shares
held by Mr. Fleming's wife as custodian for their minor children. Mr. Fleming
disclaims beneficial ownership of the shares held for the benefit of his minor
children.

44
<PAGE> 51
(9) Includes 4,000 shares subject to stock options exercisable within the
60-day period following April 1, 1995. Mr. Carpenter also owns beneficially
(i) 9,679 shares of Genzyme General Division Stock, which includes 1,600 shares
subject to stock options exercisable within the 60-day period following April
1, 1995, 1,000 shares subject to currently exercisable warrants and 246 shares
and currently exercisable warrants to purchase 1,000 shares held by his wife,
and (ii) 23,446 shares of Genzyme TR Division Stock, which includes 5,616
shares subject to stock options exercisable within the 60-day period following
April 1, 1995, 135 shares subject to currently exercisable warrants, and 33
shares and 135 shares subject to currently exercisable warrants owned by his
wife. Mr. Carpenter disclaims beneficial ownership of shares owned by his
wife.

(10) Includes 6,000 shares subject to stock options exercisable
within the 60-day period following April 1, 1995. Dr. Housman also owns
beneficially (i) 35,550 shares of Genzyme General Division Stock, which
includes 1,700 shares owned by his wife, and (ii) 4,799 shares of Genzyme TR
Division Stock, which includes 229 shares owned by his wife. Dr. Housman
disclaims beneficial ownership of the shares owned by his wife.

(11) Includes 4,000 shares subject to options exercisable within
the 60-day period following April 1, 1995 and 5,000 shares held by Dr. Ward's
wife. Dr. Ward disclaims beneficial ownership of the shares held by his wife.
Dr. Ward also owns beneficially (i) 2,830 shares of Genzyme General Division
Stock, which includes 330 shares owned by his minor children, and (ii) 382
shares of Genzyme TR Division Stock, which includes 44 shares owned by his
minor children.

(12) Includes 8,000 shares subject to stock options exercisable
within the 60-day period following April 1, 1995. Mr. Collier also owns
beneficially 1,710 shares of Genzyme General Division Stock and 230 shares of
Genzyme TR Division Stock.

(13) Includes 54,350 shares subject to stock options exercisable
within the 60-day period following April 1, 1995 and 6,513,880 shares owned by
Genzyme, a corporation of which Messrs. Termeer, McLachlan and Fleming,
directors of IG, and Mr. Hillback, director, President and Chief Executive
Officer of IG, are officers. Also includes 3,125 shares held jointly by a
director and an officer of IG with their respective spouses, 6,000 shares held
by the spouses of a director and an officer of IG and 500 shares held for the
benefit of one of the minor children of a director of IG. All shares subject
to stock options are treated as outstanding for the purpose of computing the
stated percentage.

The directors and officers of IG as a group own beneficially 727,957 shares
of Genzyme General Division Stock, or 2.7% of the shares outstanding, including
639,214 shares subject to stock options exercisable within the 60-day period
following April 1, 1995 and currently exercisable warrants to purchase 5,700
shares. Also includes 1,317 shares of Genzyme General Division Stock held
jointly by an officer and her husband and 2,030 shares and currently
exercisable warrants to purchase 1,600 shares held by the spouses of directors
of IG. Also includes 2,891 shares held for the benefit of children of
directors of IG.

The directors and officers of IG as a group own 149,045 shares of Genzyme
TR Division Stock, or 1.8% of the shares outstanding, including 112,090 shares
subject to stock options exercisable within the 60-day period following April
1, 1995 and currently exercisable warrants to purchase 769 shares. Also
includes 177 shares owned jointly by an officer of IG with her spouse, 273
shares and currently exercisable warrants to purchase 216 shares owned by the
spouses of directors of IG. Also includes 86 shares held for the benefit of
the children of directors of IG.

45
<PAGE> 52
<TABLE>
COMPENSATION OF GENZYME'S EXECUTIVE OFFICERS

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

SUMMARY COMPENSATION TABLE
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS ALL OTHER
------------------- ------------ COMPENSATION
Options(#) ------------
-----------
Genzyme Genzyme TR
Name and Principal Position Year Salary($) Bonus($) General Division ($)(1)
--------------------------- ---- --------- ------- Division Stock Stock GTC ------
-------------- ---------- ---
<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 4,000 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, 1994 184,808 90,000 18,500 7,500 --- 1,875
Jr.(2) 1993 174,846 42,000 33,500 -- --- 2,186
Senior Vice President 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 2,000 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, a 401(k) plan. For Mr. Termeer, the
reported amounts also include insurance premiums of $12,765, $12,139, and
$5,110 paid by Genzyme 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. All of the cash compensation reported above for Mr.
Hillback was paid by Genzyme and charged to IG pursuant to the Services
Agreement between the two companies. See "Related Party Arrangements" below.
</TABLE>

<PAGE> 53
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR

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

% of Total Potential Realizable Value at
Number of Options Exercise Assumed Annual Rates of Stock
Securities Granted to or Base Price Appreciation for Option Term
Underlying Employees Price -----------------------------------
Options in Fiscal ($/Share) Expiration
Name Granted(#(1) 1994 (1) Date 0%$ 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 Genzyme TR Division 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 of $4.75. The Genzyme
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 Genzyme achieves its
operating income goals established in the 1995 budget and with regard to the
other half of the unvested options if Genzyme achieves its operating income
goals with respect to the 1996 budget. The Genzyme 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.

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

(2) The potential realizable value for the Genzyme TR Division
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
</TABLE>

<PAGE> 54
by the Securities and Exchange Commission and, therefore, are not intended to
forecast possible future appreciation, if any, in the price of the underlying
Genzyme TR Division Stock or Genzyme 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 Genzyme General Division Stock and Genzyme TR Division 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 Genzyme TR Division
Stock options with a $4.75 exercise price, approximately $45.20 and $71.96 for
the Genzyme General Division Stock 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 Genzyme TR Division Stock or the
Genzyme 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 Division Stock.
</TABLE>

<PAGE> 55
EXECUTIVE EMPLOYMENT AGREEMENTS

Henri A. Termeer, President and Chief Executive Officer of Genzyme, has an
employment agreement with Genzyme 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
Genzyme's cash bonus plan and in any equity incentive plans established by
Genzyme. 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 Genzyme without
cause (as defined). If Mr. Termeer's employment is terminated by Genzyme
without cause or by Mr. Termeer for good reason (as defined) following a
change in control of Genzyme, Genzyme 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
Genzyme 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

Genzyme has Executive Severance Agreements with its executive officers
other than Messrs. Termeer and Lebson, pursuant to which payments will be made
under certain circumstances following a change in control of Genzyme. 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 Genzyme without
cause or by the officer for good reason following a change in control, Genzyme
will make a lump sum severance payment to the officer of two times (in the case
of David J. McLachlan, Genzyme'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 Genzyme'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 Genzyme 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.

49
<PAGE> 56
RELATED PARTY ARRANGEMENTS

Henri A. Termeer, the Chairman of the IG Board and a member of its
Compensation Committee, is also the Chief Executive Officer of Genzyme, which
owns approximately 69% of the outstanding IG Common Stock. Elliott D. Hillback
and David J. McLachlan are also executive officers of Genzyme. Mr. Hillback's
compensation is paid by Genzyme and charged to IG under a services agreement
between IG and Genzyme described below.

During the periods covered by the financial statements incorporated by
reference from the reports of Genzyme and IG, Genzyme entered into agreements
with its subsidiaries, including IG, as described below.

IG. Genzyme currently holds approximately 69% of the outstanding common stock
of IG. Genzyme and IG are parties to a services agreement under which IG 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, and a credit agreement pursuant to which
Genzyme has extended to IG an unsecured line of credit of up to $9 million at
an annual interest rate of 6.5%. Pursuant to the services, sublease and credit
agreements, Genzyme received $2.6 million from IG in 1994. In June 1992, in
connection with IG's acquisition of GDI, an identity testing company, Genzyme
received shares of IG Common Stock in exchange for Genzyme common stock and
cash issued in the acquisition. Genzyme also purchased additional shares of IG
Common Stock for approximately $11 million in cash in order to provide working
capital for GDI, to discharge certain GDI obligations and to provide working
capital for IG unrelated to the acquisition. Furthermore, 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 under
which IG 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 in 1994. Mr. Termeer is Chairman of the Board of IG.

NEOZYME II. In May 1992, Genzyme and 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 48.2% of the outstanding common
stock of GTC, a company engaged in the application of transgenic technology to
the development and production of recombinant proteins for therapeutic and
diagnostic uses. Mr. Termeer is Chairman of the Board of GTC. 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 line of credit and
term loan agreement (the "GTC Loan Agreement") under which Genzyme has extended
to GTC a secured line of credit of up to $6.3 million at an annual interest
rate of 6%. 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 June 8, 1995, GTC sold 1,333,333 shares of its common stock to
Genzyme in exchange for the cancellation of outstanding indebtedness under the
GTC Loan Agreement in the principal amount of $3,999,999. The largest amount
outstanding under the GTC Loan Agreement since January 1, 1994 was $5.2 million
and the outstanding balance as of June 8, 1995 was $1.2 million. In addition,
Genzyme has guaranteed a $7,500,000 revolving credit facility between GTC and a
commercial bank in exchange for a warrant to purchase 145,000 shares of GTC
common stock at a per share price of $2.84375.

50
<PAGE> 57
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.

On May 23, 1995, GTC entered into an agreement to acquire all of the
outstanding stock of Biodevelopment Laboratories, Inc., a privately-held
laboratory ("BDL"), in exchange for shares of GTC common stock. In connection
with this acquisition, Genzyme entered into a Securities Exchange Agreement
with GTC pursuant to which Genzyme issued 33,945 shares of Genzyme General
Division Stock to BDL stockholders in exchange for 475,467 shares of GTC common
stock on July 3, 1995. As a result of that transaction, Genzyme owns
approximately 48.2% of the outstanding common stock of GTC.

COMPARISON OF RIGHTS OF HOLDERS OF GENZYME GENERAL DIVISION STOCK
AND IG COMMON STOCK

At the Effective Time, the stockholders of IG, whose rights are governed by
Delaware law and the restated certificate of incorporation and restated by-laws
adopted thereunder, will become stockholders of Genzyme, a corporation governed
by the Massachusetts Business Corporation Law (the "MBCL") and articles of
organization and by-laws adopted thereunder. In addition to any differences
resulting from governing state law, Genzyme's capital structure includes two
classes of common stock, Genzyme General Division Stock and Genzyme Tissue
Repair Stock, each designed to track the performance of the Division to which
it relates. IG, on the other hand, has only one class of common stock
outstanding.

The following discussion summarizes the material differences between the
rights of holders of IG Common Stock and holders of Genzyme General Division
Stock based on a comparison of the Delaware and Massachusetts corporation laws
and differences between the charters and by-laws of IG and Genzyme. The
restated certificate of incorporation and restated by-laws of IG are referred
to herein as the "IG Charter" and the "IG By-Laws," respectively, and the
articles of organization and by-laws of Genzyme are referred to herein as the
"Genzyme Charter" and the "Genzyme By-Laws," respectively. This summary does
not purport to be complete and is qualified in its entirety by reference to the
IG Charter and IG By-Laws, the Genzyme Charter and Genzyme By-Laws, the Genzyme
Rights Agreement referred to below and the relevant portions of the MBCL and
the General Corporation Law of Delaware.

DIVIDEND RIGHTS

IG's Charter provides that holders of IG Common Stock are entitled to
receive, to the extent permitted by law, such dividends as may from time to
time be declared by the IG Board. Genzyme's Charter provides that dividends on
the Genzyme General Division Stock and Genzyme TR Division Stock may be
declared and paid only out of the lesser of funds of Genzyme legally available
therefor and the Available General Dividend Amount, as defined below (with
respect to the Genzyme General Division Stock), or the Available Tissue Repair
Dividend Amount, as defined below (with respect to Genzyme TR Division Stock).
Under the MBCL, the payment of dividends is permitted if the corporation is not
insolvent, the dividend payment does not render the corporation insolvent, and
the dividend payment does not violate the corporation's Articles of
Organization. Subject to such limitations, the Genzyme Board may, in its sole
discretion, declare and pay dividends exclusively on either class of common
stock, or both, in equal or unequal amounts, notwithstanding the amounts
available for the payment of dividends on each class, the respective voting and
liquidation rights of each class, the amounts of prior dividends declared on
each class or any other factor. Genzyme has never paid a cash dividend on any
class of its capital stock and currently intends to retain all earnings for use
in its business.

As stated above, in addition to the statutory limitations under the MBCL,
dividends on the Genzyme General Division Stock and Genzyme TR Division Stock
would be limited to an amount not in excess of the Available General Dividend
Amount or the Available Tissue Repair Dividend Amount, respectively. The
"Available Dividend Amount" with respect to a particular class of common stock
is defined to mean generally the greater of (A) the excess of (1) the greater
of (a) the fair value of the net assets allocated to the Division represented
by such class of common stock or (b) an amount equal to stockholders' equity
allocated to such Division as of June 30, 1994, increased or decreased, as
appropriate, to reflect, after June 30, 1994, (i) the net income or loss of
such Division, (ii) any dividends or other distributions (including by
reclassification or exchange) declared or paid with respect to,

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or repurchases or issuances of, any shares of capital stock attributed to such
Division, but excluding dividends or other distributions paid in shares of
capital stock attributed to such Division to the holders thereof, and (iii) any
other adjustments to the stockholders' equity of such Division made in
accordance with generally accepted accounting principles, over (2) the
aggregate par value of all outstanding shares of capital stock attributed to
such Division or (B) the amount legally available for the payment of dividends
determined in accordance with the MBCL applied as if such Division were a
separate corporation. See also "Comparison of Rights of Holders of Genzyme
General Division Stock and IG Common Stock - Dividends and Repurchases."

EXCHANGE OF GENZYME TR DIVISION STOCK

IG's Charter does not provide for either mandatory or optional exchange or
redemption of the IG Common Stock, but the Genzyme Charter does provide that
Genzyme TR Division Stock may be exchanged for any combination of cash and/or
Genzyme General Division Stock upon the terms described below. Genzyme cannot
predict the impact on the market prices for the Genzyme General Division Stock
and Genzyme TR Division Stock of its ability to effect such exchanges. See
also "Comparison of Rights of Holders of Genzyme General Division Stock and IG
Common Stock - Sale, Lease or Exchange of Assets and Mergers."

OPTIONAL EXCHANGE. At any time after the later of (A) December 31, 1995 or (B)
the date on which equity investments in Genzyme TR Division Stock by third
party investors or the allocation of cash or cash equivalents from the General
Division to the Tissue Repair Division, or any combination of such equity
investments and allocations, equals an aggregate of at least $10 million, the
Genzyme Board may determine to exchange all outstanding shares of Genzyme TR
Division Stock for any combination of cash and/or Genzyme General Division
Stock having a Fair Market Value equal to 130% of the Fair Market Value of
Genzyme TR Division Stock as determined by the trading prices during a
specified period prior to the first public announcement by Genzyme of such
exchange.

The foregoing provision allows Genzyme the flexibility to redeem all
outstanding shares of Genzyme TR Division Stock and leave outstanding one class
of common stock that would represent the residual equity interest in all of
Genzyme's businesses. Subject to the limitations described above, the optional
exchange could be exercised at any future time if the Genzyme Board determined
that, under the facts and circumstances then existing, an equity structure
consisting of two classes of common stock was no longer in the best interests
of all of Genzyme's stockholders (including holders of Genzyme General Division
Stock and holders of Genzyme TR Division Stock). Such exchange may be
consummated, however, at a time that is disadvantageous to the holders of
either Genzyme General Division Stock or the holders of Genzyme TR Division
Stock. See "Risk Factors - Risks Related to Two Classes of Common Stock - No
Rights or Additional Duties With Respect to the Divisions; Potential
Conflicts."

MANDATORY EXCHANGE. In the event of the Disposition, in one transaction or a
series of related transactions, by Genzyme of all or substantially all of the
properties and assets allocated to the Tissue Repair Division (other than in
connection with the Disposition by Genzyme of all or substantially all of its
properties and assets in one transaction or a series of related transactions)
to any person, entity or group (other than (A) any entity in which Genzyme,
directly or indirectly, owns all of the equity interest or (B) certain entities
formed in connection with obtaining financing for the programs or products of
the Tissue Repair Division), Genzyme is required, on or prior to the first
business day following the 90th day following the consummation of such
Disposition, to exchange each outstanding share of Genzyme TR Division Stock
for any combination of cash and/or Genzyme General Division Stock having a Fair
Market Value equal to 130% of the Fair Market Value of Genzyme TR Division
Stock as determined by the trading prices during a specified period prior to
the first public announcement by Genzyme of such disposition. Consequently,
holders of Genzyme TR Division Stock may receive a greater or lesser premium
for their shares than any premium paid by a third party buyer of the assets of
the Tissue Repair Division. In addition, any such exchange for shares of
Genzyme General Division Stock could be made at a time when Genzyme TR Division
Stock may be considered to be undervalued and the Genzyme General Division
Stock is considered to be overvalued.

CERTAIN OTHER EXCHANGE TERMS. Genzyme's Charter contains definitions of
"Disposition," "Fair Market Value" and "Substantially all of the properties and
assets of the Tissue Repair Division," as well as certain provisions with
regard to required notices of exchanges of Genzyme TR Division Stock, treatment
of fractional shares, rights to

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dividends, surrender and exchange of stock certificates, payment of issue and
transfer taxes and the treatment of Convertible Securities.

VOTING RIGHTS

IG's Charter provides that holders of IG Common Stock have the exclusive
right to vote for the election of directors and on all other matters requiring
action by the stockholders or submitted to the stockholders for action, and
each share of IG Common Stock is entitled to one vote. Genzyme's Charter
provides that holders of shares of Genzyme General Division Stock and Genzyme
TR Division Stock vote together as a single class on all matters as to which
common stockholders generally are entitled to vote. On all such matters, each
share of Genzyme General Division Stock would have one vote, and each share of
Genzyme TR Division Stock would, through December 31, 1996, have .29 votes.
Holders of outstanding Genzyme General Division Stock and Genzyme TR Division
Stock currently have approximately 91% and 9%, respectively, of the total
voting power of Genzyme. On January 1, 1997 and on January 1 every two years
thereafter, the number of votes to which each share of Genzyme TR Division
Stock will be entitled would be adjusted to equal the ratio of the Fair Market
Value of one share of Genzyme TR Division Stock to the Fair Market Value of one
share of Genzyme General Division Stock as of such date. The voting rights of
Genzyme TR Division Stock would also be appropriately adjusted so as to avoid
dilution in the aggregate voting rights of either class in the event the
outstanding shares of either class are subdivided (by stock split,
reclassification or otherwise) or combined (by reverse stock split,
reclassification or otherwise), or in the event of the issuance of shares of
either class as a dividend or a distribution to holders of shares of that
class. If shares of only one class of common stock are outstanding, or if
shares of any class of common stock are entitled to vote separately as a class,
each share of that class would have one vote.

The relative voting rights of Genzyme General Division Stock and Genzyme TR
Division Stock are adjusted from time to time as described above so that a
holder's voting rights may more closely reflect the market value of such
holder's equity investment in Genzyme. Adjustments in the relative voting
rights of Genzyme General Division Stock and Genzyme TR Division Stock may
influence an investor interested in acquiring and maintaining a fixed
percentage of Genzyme's voting power to acquire such percentage of both classes
of common stock, and will limit the ability of investors in one class to
acquire for the same consideration relatively greater or lesser voting power
per share than investors in the other class. To the extent the relative market
values of Genzyme General Division Stock and Genzyme TR Division Stock change
prior to the first such adjustment or in between any adjustments, however, an
investor in one class of common stock may acquire relatively more or less
voting power for the same consideration when compared with investors in the
other class of common stock.

In addition to voting together as a single class of stock, Genzyme's
Charter requires the approval by the holders of the affected class of common
stock at a meeting at which a quorum is present and the votes cast in favor of
the proposal exceed those cast against to:

(1) allow any proceeds from the disposition of the properties or
assets allocated to either Division to be used in the business of the other
Division without fair compensation;

(2) allow any properties or assets allocated to either Division to be
used in the business of the other Division or for the declaration or
payment of any dividend or distribution on any class of common stock not
attributed to such Division without fair compensation;

(3) issue shares of either class of common stock without allocating
the proceeds of such issuance to the Division represented by such class of
common stock (provided, however, that Genzyme may without such approval
issue General Designated Shares and TR Designated Shares);

(4) change the rights or preferences of any class of common stock so
as to affect the class adversely; or

(5) effect any merger or business combination involving Genzyme as a
result of which (a) the holders of all classes of common stock of Genzyme
shall no longer own, directly or indirectly, at least fifty percent (50%)
of the voting power of the surviving corporation and (b) the holders of all
classes of common stock of Genzyme do not receive the same form of
consideration, distributed among such holders in proportion to the market

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capitalization of each class of common stock as of the date of the first
public announcement of such merger or business combination.

In addition to the voting rights provided in the Genzyme Charter, the
approval of the holders of a majority of the outstanding shares of each class
of common stock, voting separately as a class, is required under the current
MBCL to approve any amendment to the Articles of Organization that would alter
or change the powers, preferences or special rights of the shares of such class
so as to affect them adversely. The MBCL does not currently provide for any
other separate voting rights for a class of common stock. Consequently,
because most matters brought to a stockholder vote will only require the
approval of a majority of all of Genzyme's outstanding capital stock entitled
to vote on such matters (including both classes of common stock) voting
together as a single class and because the holders of Genzyme General Division
Stock will initially have more than the number of votes required to approve any
such matter, such holders would be in a position to control the outcome of the
vote on such a matter. See "Risk Factors - Risks Related to Two Classes of
Common Stock - No Additional Separate Voting Rights."

LIQUIDATION RIGHTS

IG's Charter provides that, in the event of a voluntary or involuntary
dissolution, liquidation or winding up of the affairs of IG, after IG has
satisfied or made provision for its debts and obligations and for payment to
the holders of shares of any class or series of capital stock having
preferential rights to receive distributions of the net assets of IG, holders
of IG Common Stock are entitled to receive the net assets, if any, of IG
remaining for distribution to the common stockholders. Genzyme's Charter
provides that holders of outstanding shares of Genzyme General Division Stock
and Genzyme TR Division Stock would receive the assets, if any, remaining for
distribution to common stockholders on a per share basis in proportion to the
respective per share liquidation units of such class and will have no direct
claim against any particular assets of Genzyme or any of its subsidiaries.
Each share of Genzyme General Division Stock will have one liquidation unit and
each share of Genzyme TR Division Stock will have .29 liquidation units (equal
to the number of votes to which each share of Genzyme TR Division Stock was
entitled on December 16, 1994). The liquidation units of Genzyme TR Division
Stock will be appropriately adjusted so as to avoid dilution in the aggregate
liquidation rights of either class in the event the outstanding shares of
either class are subdivided (by stock split, reclassification or otherwise) or
combined (by reverse stock split, reclassification or otherwise), or in the
event of the issuance of shares of either class as a dividend or a distribution
to holders of shares of that class, but will not otherwise be adjusted.

A merger or business combination involving Genzyme or a sale of all or
substantially all of the assets of Genzyme will not be treated as a
liquidation. However, Genzyme may not, without approval by the holders of
Genzyme TR Division Stock at a meeting at which a quorum is present and the
votes cast in favor of the action exceed those cast against, effect any merger
or business combination involving Genzyme as a result of which (a) the holders
of all classes of common stock of Genzyme shall no longer own, directly or
indirectly, at least fifty percent of the voting power of the surviving
corporation, and (b) the holders of all classes of common stock of Genzyme do
not receive the same form of consideration, distributed among such holders in
proportion to the market capitalization of each class of common stock as of the
date of the first public announcement of such merger or business combination.

TR DESIGNATED SHARES AND GENERAL DESIGNATED SHARES

The Genzyme Board determined that the initial pro forma equity interest in
the Tissue Repair Division would be represented by 10 million shares of Genzyme
TR Division Stock. This number of shares of Genzyme TR Division Stock was
established based on the desired initial trading range of Genzyme TR Division
Stock, prevailing market conditions, financial and operating information of the
Tissue Repair Division and the price-earnings ratios, market prices of
securities and certain financial and operating information of companies engaged
in activities similar to those of the Tissue Repair Division. Five million
shares of Genzyme TR Division Stock, representing 50% of the initial pro forma
equity interest in the Tissue Repair Division, were issued to holders of
BioSurface Common Stock in connection with Genzyme's acquisition of BioSurface.
The other 50% of the initial pro forma equity interest in the Tissue Repair
Division was represented by five million "TR Designated Shares." TR
Designated Shares are authorized shares of Genzyme TR Division Stock which are
not issued and outstanding, but which the Genzyme Board may from time to time
issue, sell or otherwise distribute without allocating the proceeds or other
benefits of such issuance, sale or distribution to the Tissue Repair Division.
Genzyme issued approximately

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3,300,000 of such TR Designated Shares as a stock dividend to holders of
Genzyme General Division Stock of record on December 16, 1994, the date of the
acquisition of BioSurface. The remaining initial TR Designated Shares were
reserved for issuance upon the exercise of stock options and warrants and the
conversion of convertible notes outstanding on December 16, 1994. The shares
of Genzyme TR Division Stock that are issuable with respect to the TR
Designated Shares are not outstanding shares of Genzyme TR Division Stock, are
not eligible to receive dividends, and cannot be voted by Genzyme.

The number of TR Designated Shares is subject to adjustment as provided in
the next sentence. The number will be (A) adjusted as appropriate to reflect
subdivisions (by stock split or otherwise) and combinations (by reverse stock
split or otherwise) of Genzyme TR Division Stock and dividends or distributions
of shares of Genzyme TR Division Stock to holders of Genzyme TR Division Stock
and other reclassifications of Genzyme TR Division Stock, (B) decreased by (1)
the number of shares of Genzyme TR Division Stock issued by Genzyme, the
proceeds of which are allocated to the General Division, (2) the number of
shares of Genzyme TR Division Stock issued upon the exercise or conversion of
options, warrants and other securities attributed to the General Division, and
(3) the number of any shares of Genzyme TR Division Stock issued by Genzyme as
a dividend or distribution or by reclassification, exchange or otherwise to
holders of Genzyme General Division Stock (including the 3,300,000 shares of
Genzyme TR Division Stock distributed to holders of Genzyme General Division
Stock in December 1994 as described above), and (C) increased by (1) the number
of any outstanding shares of Genzyme TR Division Stock repurchased by Genzyme,
the consideration for which was allocated to the General Division, (2) one for
each $10.00 reallocated from the General Division to the Tissue Repair Division
from time to time in satisfaction of the Funding Commitment or the Purchase
Option of the General Division, up to a maximum $30 million, and (3) the number
equal to the fair value (as determined by the Genzyme Board) of assets or
properties allocated to the General Division that are reallocated to the Tissue
Repair Division (other than reallocations that represent sales at fair value
between such Divisions or reallocations described in the foregoing clause
(C)(2)) divided by the Fair Market Value of one share of Genzyme TR Division
Stock as of the date of the reallocation; Genzyme is prohibited by its Charter
from taking any action which would have the effect of reducing the number of TR
Designated Shares to a number which is less than zero.

The Genzyme Charter also contains provisions for General Designated Shares.
Currently, there are no General Designated Shares. However, General Designated
Shares may be created if, for example, the Genzyme Board determines that
programs or other assets reallocated from the Tissue Repair Division to the
General Division will be accounted for as an increase in General Designated
Shares rather than as a transfer of cash or other assets of the General
Division having a fair value equal to the Tissue Repair Division assets
reallocated. Notwithstanding the foregoing, Genzyme agreed with BioSurface to
adopt a policy that no Key TR Program may be transferred out of the Tissue
Repair Division without a class vote of the holders of Genzyme TR Division
Stock except in certain limited circumstances, and no reallocation of other
programs or assets of the Tissue Repair Division will be accounted for as an
increase in General Designated Shares without a class vote of the holders of
Genzyme TR Division Stock. Genzyme has also agreed that this policy will not
be changed without a class vote of the holders of Genzyme TR Division Stock.
Consequently, any decision by the Genzyme Board to account for a reallocation
of any programs or assets of the Tissue Repair Division as an increase in
General Designated Shares would require a class vote of the holders of Genzyme
TR Division Stock.

The number of General Designated Shares are subject to adjustment in a
manner substantially similar to adjustments to the number of TR Designated
Shares.

Whenever additional shares of any class of common stock are issued and sold
by Genzyme, Genzyme will identify (i) the number of such shares issued and sold
for the account of the Division to which they relate, the proceeds of which
will be allocated to and reflected in the financial statements of such Division
and (ii) the number of such shares issued and sold from the TR Designated
Shares or the General Designated Shares, which shall reduce the number of TR
Designated Shares or General Designated Shares, as the case may be, and the
proceeds of which may be used for any proper corporate purpose. In the event
Genzyme repurchases outstanding shares of any class of common stock, it will
identify the number of shares that are repurchased for consideration that was
allocated to the General Division and the number of shares that are repurchased
for consideration that was allocated to the Tissue Repair Division and the
number of TR Designated Shares or General Designated Shares may increase
accordingly.

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MEETINGS OF STOCKHOLDERS

Delaware law provides that special meetings of stockholders may be called
only by the directors or by any other person as may be authorized by the
corporation's certificate of incorporation or by-laws. The IG By-Laws
authorize the president, the chairman or the directors to call special
meetings. Massachusetts law provides that special meetings of stockholders of
a corporation with a class of voting stock registered under the Securities
Exchange Act of 1934, as amended (a "public company"), may be called by a
corporation's president or directors, and, unless otherwise provided in the
articles of organization or by-laws, must be called by its clerk or any other
officer upon written application of the owners of at least 40% of the
corporation's stock entitled to vote at such meeting. The Genzyme By-Laws
provide for the call of a special meeting of stockholders by the president or
directors of Genzyme, or upon written application of the owners of not less
than 90% (or such lesser percentage as may be required by law) in interest of
the corporation's stock entitled to vote at such meeting.

INSPECTION RIGHTS

Inspection rights under the Delaware corporation statute are more extensive
than under the Massachusetts statute. Under the Delaware statute,
stockholders, upon the demonstration of a proper purpose, have the right to
inspect a corporation's stock ledger, stockholder list, and other books and
records. Under the Massachusetts statute, a corporation's stockholders have
the right for a proper purpose to inspect the corporation's articles of
organization, by-laws, records of all meetings of incorporators and
stockholders, and stock and transfer records, including the stockholder list.
In addition, stockholders of a Massachusetts business corporation have a
qualified common law right under certain circumstances to inspect other books
and records of the corporation.

ACTION BY CONSENT OF STOCKHOLDERS

Under Delaware law, unless the certificate of incorporation provides
otherwise, any action to be taken by stockholders may be taken without a
meeting, without prior notice, and without a vote, if the stockholders having
the number of votes that would be necessary to take such action at a meeting at
which all stockholders were present and voted consent to the action in writing.
The IG Charter does not provide otherwise. Under Massachusetts law, any action
to be taken by stockholders may be taken without a meeting if all stockholders
entitled to vote on the matter consent to the action in writing, and a
corporation may not provide otherwise in its articles of organization or
by-laws. Because the Massachusetts law may change in the future, the Genzyme
Charter and By-Laws contain a provision eliminating the right of stockholders
to take action by written consent, except as otherwise required by law.

CUMULATIVE VOTING

Under Delaware law, a corporation may provide in its certificate of
incorporation for cumulative voting by stockholders in elections of directors
(i.e., each stockholder casts as many votes for directors as he has shares of
stock multiplied by the number of directors to be elected). The IG Charter
does not provide for cumulative voting. Massachusetts has no cumulative voting
provision.

DIVIDENDS AND REPURCHASES OF STOCK

Under Delaware law, a corporation generally is permitted to declare and pay
dividends out of surplus or out of net profits for the current and/or preceding
fiscal year, provided that any dividends out of net profits will not reduce
capital below the amount of capital represented by all classes of stock having
a preference upon the distribution of assets. Also under Delaware law, a
corporation may generally redeem or repurchase shares of its stock if such
redemption or repurchase will not impair the capital of the corporation. The
directors of a Delaware corporation may be jointly and severally liable to the
corporation for a willful or negligent violation of such provisions of Delaware
law. Under Massachusetts law, the payment of dividends and the repurchase of
the corporation's stock are generally permissible if such actions are not taken
when the corporation is insolvent, do not render the corporation insolvent, and
do not violate the corporation's articles of organization. The directors of a
Massachusetts corporation may be jointly and severally liable to the
corporation to the extent that a dividend authorized by the directors exceeds
such permissible amounts and is not repaid to the corporation. See also
"Comparison of Rights of Holders of Genzyme General Division Stock and IG
Common Stock - Dividend Rights.".

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CLASSIFICATION OF THE BOARD OF DIRECTORS

Delaware law permits (but does not require) classification of a
corporation's board of directors into one, two or three classes. IG has a
classified board in which three classes of directors are elected for staggered
three year terms. Massachusetts law permits classification of a corporation's
board of directors, but in the case of a public company, Massachusetts law
requires classification into three classes and imposes certain other
requirements unless the directors of such public company elect by vote to be
exempt from such requirements. The Genzyme Board has voted to exempt the
corporation from such requirements because the Genzyme Charter contains its own
classification scheme. The Genzyme Charter provides that Genzyme's Board of
Directors is divided into three classes with the directors of each class being
elected for staggered three year terms.

REMOVAL OF DIRECTORS

Under Delaware law, although stockholders may remove directors with or
without cause by a majority vote, stockholders may remove members of classified
boards only for cause unless the charter provides otherwise. The IG Charter
does not provide otherwise. Unlike Massachusetts law, Delaware law does not
permit directors to remove other directors. Under Massachusetts law, except as
otherwise provided in a corporation's articles of organization or by-laws,
directors may be removed from office with or without cause by the holders of a
majority of the shares entitled to vote in the election of directors and with
cause by a majority of the directors then in office. The Genzyme Charter
provides that the sole method of removal of directors is for cause by the
holders of a majority of the shares entitled to vote in the election of
directors.

VACANCIES ON THE BOARD OF DIRECTORS

Under both Delaware and Massachusetts law, unless otherwise provided in the
charter or by-laws, vacancies on the board of directors and newly created
directorships resulting from any increase in the authorized number of directors
may be filled by the remaining directors. Neither the IG nor Genzyme Charter
provides otherwise.

EXCULPATION OF DIRECTORS

Delaware law and Massachusetts law have substantially similar provisions
relating to exculpation of directors. Each state's law permits, and the IG and
Genzyme Charters provide, that no director will be personally liable to the
corporation or its stockholders for monetary damages for breaches of fiduciary
duty except where such exculpation is expressly prohibited. The circumstances
under which such exculpation is prohibited are substantially similar, except
that in Massachusetts, a director is not exculpated from liability under
provisions of Massachusetts law relating to unauthorized distributions and
loans to insiders, while in Delaware, a director is not exculpated from
liability under provisions of Delaware law relating to unlawful payments of
dividends and unlawful stock purchases or redemptions.

INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

Both Delaware and Massachusetts law generally permit indemnification of
directors and officers for expenses, judgments, fines and amounts paid in
settlement incurred by them by reason of their position with the corporation,
if the director or officer has acted in good faith and with the reasonable
belief that his conduct was in the best interest of the corporation. However,
Delaware law, unlike Massachusetts law, does not permit a corporation to
indemnify persons against judgments or settlements in actions brought by or in
the right of the corporation (although it does permit indemnification of
expenses in such situations, but, if the person was adjudged liable, only if
approved by the Delaware Court of Chancery). The Genzyme By-Laws provide for
the indemnification of officers and directors to the maximum extent legally
permissible, with substantially the same effect as the IG Charter as
supplemented by Delaware statutory provisions. However, because Massachusetts
law does not prohibit indemnification for judgments in actions by or in the
right of the corporation, the Genzyme By-Laws to this extent purports to afford
Genzyme officers and directors greater rights to indemnification for judgments
in derivative actions than would be available under Delaware law (but no
Massachusetts court has approved such indemnification under such
circumstances).

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INTERESTED DIRECTOR TRANSACTIONS

The Delaware corporate statute provides that no transaction between a
corporation and one or more of its directors or officers or an entity in which
one or more of its directors or officers are directors or officers or have a
financial interest, shall be void or voidable solely for that reason. In
addition, no such transaction shall be void or voidable solely because the
director or officer is present at, participates in, or votes at the meeting of
the board of directors or committee which authorizes the transaction. In order
that such a transaction not be found void or voidable, it must, after
disclosure of material facts, be approved by the disinterested directors, a
committee of disinterested directors, or the stockholders, or the transaction
must be fair as to the corporation. The Massachusetts statute has no
comparable provision. However, the Genzyme Charter provides that no
transaction by Genzyme will be invalidated by the fact that one or more of
Genzyme's directors or officers is a party to the transaction or has a position
or financial interest in a party to the transaction. The Genzyme Charter also
provides that any such interested director may vote on the transaction,
notwithstanding such interest.

SALE, LEASE OR EXCHANGE OF ASSETS AND MERGERS

Delaware law requires the approval of the directors and the vote of the
holders of a majority of the outstanding stock entitled to vote thereon for the
sale, lease, or exchange of all or substantially all of a corporation's
property and assets or a merger or consolidation of the corporation into any
other corporation, although the certificate of incorporation may require a
higher stockholder vote. The IG Charter does not require a higher vote.
Massachusetts law provides that a vote of two-thirds of the shares of each
class of stock outstanding and entitled to vote thereon is required to
authorize the sale, lease, or exchange of all or substantially all of a
corporation's property and assets or a merger or consolidation of the
corporation into any other corporation, except that the articles of
organization may provide that the vote of a greater or lesser proportion, but
not less than a majority of the outstanding shares of each class, is required.
Under Massachusetts law, the articles of organization or by-laws may provide
that all outstanding classes of stock vote as a single class, but, in the case
of a merger or consolidation, the separate vote of all classes of stock, the
rights of which would be adversely affected by the transaction, is also
required. The Genzyme Charter reduces the stockholder vote required to approve
such transactions from two-thirds to a majority of each class outstanding and
entitled to vote thereon, if the transaction is approved by the Board of
Directors. See "Exchange of Genzyme TR Division Stock" above. See also
"Comparison of Rights of Holders of Genzyme General Division Stock and IG
Common Stock - Anti-Takeover Provisions."

AMENDMENTS TO CHARTER

Under Delaware law, charter amendments require the approval of the
directors and the vote of the holders of a majority of the outstanding stock
and a majority of each class of stock outstanding and entitled to vote thereon
as a class, unless the certificate of incorporation requires a greater
proportion. The IG Charter does not require a greater proportion. In
addition, Delaware law requires a class vote when, among other things, an
amendment will alter or change the powers, preferences or special rights of a
class of stock so as to affect them adversely. Under Massachusetts law,
amendments to a corporation's articles of organization relating to certain
changes in capital stock or in the corporate name require the vote of at least
a majority of each class of stock outstanding and entitled to vote thereon.
Amendments relating to other matters require a vote of at least two-thirds of
each class outstanding and entitled to vote thereon or, if the articles of
organization so provide, a greater or lesser proportion but not less than a
majority of the outstanding shares of each class. Under Massachusetts law, the
articles of organization or by-laws may provide that all outstanding classes of
stock vote as a single class, but the separate vote of any class of stock the
rights of which would be adversely affected by the amendment, is also required.
The Genzyme Charter reduces the stockholder vote to approve such amendments
from two-thirds to a majority of each class outstanding and entitled to vote
thereon, if the amendment is approved by the Board of Directors.

APPRAISAL RIGHTS

Dissenting stockholders have the right to obtain the fair value of their
shares (so-called "appraisal rights") in more circumstances under Massachusetts
law than under Delaware law. Under Delaware law, a stockholder is entitled to
appraisal rights in the event of certain mergers or consolidations. In
general, appraisal rights are not available in a merger under Delaware law with
respect to shares of any corporation which on the record date of the vote to
approve the merger are listed on a national securities exchange, quoted on the
Nasdaq National Market or

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held of record by more than 2,000 stockholders, unless the consideration to be
received in the merger is other than shares of stock of the corporation
surviving the merger or shares of stock of another corporation which, at the
effective date of the merger, will be either listed on a national securities
exchange, quoted on the Nasdaq National Market or held of record by more than
2,000 stockholders. Appraisal rights are not available under Delaware law in
the event of the sale, lease, or exchange of all or substantially all of a
corporation's assets or the adoption of an amendment to its certificate of
incorporation, unless such rights are granted in the corporation's certificate
of incorporation. The IG Charter does not grant such rights. Under
Massachusetts law, a properly dissenting stockholder is entitled to receive the
appraised value of his shares when the corporation votes (i) to sell, lease, or
exchange all or substantially all of its property and assets, (ii) to adopt an
amendment to its articles of organization which adversely affects the rights of
the stockholder, or (iii) to merge or consolidate with another corporation.

"ANTI-TAKEOVER" PROVISIONS

CONTRACTUAL MEASURES. The Charter and By-laws of Genzyme contain provisions
that could discourage potential takeover attempts and prevent stockholders from
changing the Genzyme's management, including authorization of the Board of
Directors to issue shares of preferred stock in series, enlarge the size of the
Board of Directors and fill any vacancies on the Board of Directors, and
restrictions on the ability of stockholders to call a special meeting of
stockholders, bring business before an annual meeting and nominate candidates
for election as directors. Genzyme also has agreements with certain officers
containing change of control provisions.

In addition, Genzyme has a stockholder rights plan. Under this plan, each
outstanding share of Genzyme General Division Stock also represents a right
that, under certain circumstances, may trade separately from the Genzyme
General Division Stock. The rights, which are not currently exercisable, under
certain circumstances will permit their holders (other than an acquiror) to
purchase at a favorable price large amounts of Genzyme General Division Stock
or securities of a successor to Genzyme with the result that an acquiror's
interest in Genzyme would be substantially diluted. The description and terms
of the rights are set forth in a Rights Agreement between Genzyme and American
Stock Transfer and Trust Company as Rights Agent.

IG has not adopted any comparable anti-takeover plan.

BUSINESS COMBINATION STATUTE. Delaware's "Business Combination" statute is
substantially similar to Massachusetts' Business Combination statute. The
Delaware statute provides that if a person acquires 15% or more of the stock of
a Delaware corporation without the approval of its board of directors (an
"interested stockholder"), such stockholder may not engage in certain
transactions with the corporation for a period of three years; the
Massachusetts statute, however, has lowered the 15% threshold to 5%. Both the
Delaware and Massachusetts statutes include certain exceptions to this
prohibition; for example, if the board of directors approves the acquisition of
stock or the transaction prior to the time that the person became an interested
stockholder, or if the interested stockholder acquires 85% (in the Delaware
statute) or 90% (in the Massachusetts statute) of the voting stock of the
corporation (excluding voting stock owned by directors who are also officers
and certain employee stock plans) in one transaction, or if the transaction is
approved by the board of directors and by the affirmative vote of two-thirds of
the outstanding voting stock which is not owned by the interested stockholder,
the prohibition does not apply.

IG currently is subject to the Delaware Business Combination statute.
Genzyme is subject to the Massachusetts Business Combination statute unless it
elects not to be governed by the statute in its articles of organization or
by-laws. Genzyme has not made such election and does not currently intend to
make such an election.

CONTROL SHARE ACQUISITION STATUTE. The Massachusetts Control Share Acquisition
statute provides that a person (hereinafter, the "acquiror"), who makes a bona
fide offer to acquire, or acquires, shares of stock of a corporation that, when
combined with shares already owned, would increase the acquiror's ownership to
at least 20%, 33 1/3% or a majority of the voting stock of the corporation,
must obtain the approval of a majority in interest of the shares held by all
stockholders, except the acquiror and the officers and inside directors of the
corporation, in order to vote the shares acquired. The statute does not
require the acquiror to consummate the purchase before the stockholder vote is
taken.

The Control Share Acquisition statute permits a Massachusetts corporation
to elect not to be governed by these provisions by including such an election
in its articles of organization or by-laws. The Genzyme By-Laws contain

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a provision pursuant to which Genzyme elected not to be governed by the
Massachusetts Control Share Acquisition statute. If at a future date the Board
of Directors of Genzyme determines that it is in the best interests of Genzyme
and its stockholders that Genzyme be governed by the statute, however, the
Genzyme By-Laws may be amended to permit Genzyme to be governed by such
statute. Any such amendment, however, would apply only to acquisitions
crossing the thresholds which occur after the effective date of such amendment.

Delaware does not have a control share acquisition statute.

MANAGEMENT AND ACCOUNTING POLICIES GOVERNING
THE RELATIONSHIP OF GENZYME DIVISIONS

Genzyme currently has two classes of common stock outstanding: Genzyme
General Division Stock and Genzyme TR Division Stock. Stockholders of IG will
receive shares of Genzyme General Division Stock in the Merger. The Genzyme
General Division Stock and the Genzyme TR Division Stock are intended to track
the performance of the General Division and the Tissue Repair Division,
respectively, of Genzyme.

Genzyme has adopted the following policies to govern the management of the
Tissue Repair Division and its relationship to the General Division. Except as
otherwise stated below, the policies may be modified or rescinded in the sole
discretion of the Genzyme Board without approval of Genzyme stockholders,
subject only to the Genzyme Board's fiduciary duty to Genzyme's stockholders.
The Genzyme Board may also adopt additional policies depending upon the
circumstances. Any determination of the Genzyme Board to modify or rescind
such policies, or to adopt additional policies, including any such decision
that would have disparate impacts upon holders of the two classes of common
stock, would be governed by the principles of Massachusetts law discussed under
"Risk Factors - No Rights or Additional Duties with Respect to the Divisions;
Potential Conflicts." In addition, generally accepted accounting principles
require that any change in policy be preferable (in accordance with such
principles) to the previous policy.

PURPOSE OF THE TISSUE REPAIR DIVISION. The purpose of the Tissue Repair
Division is to create a business with a comprehensive approach to the field of
tissue repair by developing and commercializing a portfolio of novel products
for the treatment and prevention of serious tissue injury (excluding products
developed on behalf of Genzyme Development Partners, L.P.). In addition to the
programs initially assigned to the Tissue Repair Division, it is expected that
the Tissue Repair Division portfolio will expand through the addition of
complementary products and programs developed either internally or externally
to the Division, including acquiring or in-licensing from outside of Genzyme.
Other than the method of financing, the Tissue Repair Division is operated and
managed similarly to other Genzyme Divisions.

REVENUE ALLOCATION. Revenues from the sale of a Division's products are
credited to that Division. The cost of research done by one Division for the
benefit of another Division is charged to the Division for which the work is
done in the manner described in the following paragraph. The Division
performing the research does not recognize revenue as a result of such
research.

EXPENSE ALLOCATION. All direct expenses are charged to the Division for the
benefit of which they are incurred. Corporate and general and administrative
expenses and other shared services or other indirect costs are allocated to
each Division in a reasonable and consistent manner based on utilization by the
Division of the services to which such costs relate. To the extent borrowings
are deemed to occur between Divisions, inter-division accounts will be
established with interest imputed at the rate then available to Genzyme for
short-term borrowings.

TAX ALLOCATIONS. Income taxes are allocated to each Division based upon the
financial statement income, taxable income, credits and other amounts properly
allocable to such Division under generally accepted accounting principles as if
each Division were a separate taxpayer; provided, however, that as of the end
of any fiscal quarter of Genzyme, any projected tax benefit attributable to any
Division that cannot be utilized by such Division to offset or reduce its
current or deferred income tax expense may be allocated to any other Division
without any compensating payment or allocation.

ACQUISITIONS OF PROGRAMS, PRODUCTS OR ASSETS. Upon the acquisition by Genzyme
from a third party of any additional programs, products or assets (whether by
acquisition of assets or stock, merger, consolidation or

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otherwise), the aggregate cost of the acquisition and the programs, products or
assets acquired will be allocated among the Divisions to which such programs,
products or assets are assigned. Such assignment and allocation will be made
by the Genzyme Board taking into account such matters as the Board and its
financial advisors, if any, deem relevant. Any such determination by the
Genzyme Board will be final and binding on all holders of all classes of common
stock.

DISPOSITION OF PROGRAMS, PRODUCTS OR ASSETS. Upon any sale, transfer,
assignment or other disposition by Genzyme of any product, program or asset not
consisting of all or substantially all of the assets of a Division, all
proceeds from such disposition will be allocated to the Division to which the
program, product or asset had been allocated, and such proceeds will be used
for the benefit of such Division. If a program, product or asset is allocated
to more than one Division, the proceeds of the disposition will be allocated
among such Divisions based on their respective interests in such program,
product or asset. Such allocation will be made by the Genzyme Board taking
into account such matters as the Genzyme Board and its financial advisors, if
any, deem relevant. Any such determination by the Genzyme Board will be final
and binding on all holders of all classes of common stock.

INTER-DIVISION ASSET TRANSFERS. The Genzyme Board may at any time and from
time to time reallocate any program, product or other asset from one Division
to any other Division. All such reallocations will be done at fair market
value, determined by the Genzyme Board, taking into account, in the case of a
program under development, the commercial potential of such program, the phase
of clinical development of such program, the expenses associated with realizing
any income from such program, the likelihood and timing of any such realization
and other matters that the Genzyme Board and its financial advisors deem
relevant. The consideration for such reallocation may be paid by one Division
to another in cash or, in lieu of cash or other consideration, the Genzyme
Board may elect to account for a reallocation of assets from the Tissue Repair
Division to the General Division as an increase in the General Designated
Shares (shares of Genzyme General Division Stock that Genzyme may issue without
allocating any consideration to the General Division) and a reallocation of
assets from the General Division to the Tissue Repair Division as either an
increase in the TR Designated Shares (certain shares of Genzyme TR Division
Stock that Genzyme may issue without allocating any consideration to the Tissue
Repair Division) or a reduction in the General Designated Shares, if any,
except that a reallocation of assets from the Tissue Repair Division to the
General Division may not be accounted for as an increase in General Designated
Shares without a class vote of the holders of the Genzyme TR Division Stock.

Notwithstanding the foregoing, no Key TR Program, as defined below, may be
transferred out of the Tissue Repair Division without a class vote of the
holders of the Genzyme TR Division Stock unless the Genzyme Board determines
that such Key TR Program has application outside of the field of tissue repair
(in which case it may be transferred out only for the non-tissue repair
applications). A "Key TR Program" is any of the following: (i)
Vianain[REGISTERED] for debridement of necrotic or damaged tissue; (ii) TGF- #2
for all indications licensed from Celtrix Pharmaceuticals, Inc. as of December
16, 1994; (iii) Epicel(SM) cultured epithelial cell autografts for tissue
replacement or repair; (iv) Acticel(SM) cultured epithelial cell allografts for
tissue replacement or repair; (v) Carticel(SM) cultured chondrocyte auto- and
allografts; and (vi) any additional tissue repair program or product being
developed from time to time in the Tissue Repair Division which (a) constituted
20% or more of the research and development budget of the Tissue Repair
Division in any of three most recently completed fiscal years or (b) has had a
cumulative investment of $8 million or more in research and development
expenses by the Tissue Repair Division.
The foregoing policies regarding transfers of assets between Divisions may
not be changed by the Genzyme Board without a class vote of the holders of the
Genzyme TR Division Stock.

ACCESS TO TECHNOLOGY AND KNOW-HOW. The Tissue Repair Division and the General
Division each have free access to all technology and know-how of Genzyme that
may be useful in such Division's business, subject to any obligations or
limitations applicable to Genzyme.

DISPOSITION OF TR DESIGNATED SHARES. The TR Designated Shares may be (i)
issued upon the exercise of outstanding stock options and Division, (ii)
subject to the restrictions set forth in the following paragraph, sold for any
valid business purpose, or (iii) distributed as a dividend to the holders of
shares of Genzyme General Division Stock, all as determined from time to time
by the Genzyme Board in its sole discretion. Genzyme distributed approximately
3.3 million of the initial 5.0 million TR Designated Shares as a stock dividend
to holders of Genzyme General Division Stock of

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record on December 16, 1994, and reserved the remaining initial TR Designated
Shares for issuance upon the exercise or conversion of Genzyme General Division
options, warrants and convertible notes outstanding as of December 16, 1994.
To the extent that any such remaining initial TR Designated Shares are not used
for such purposes, the Genzyme Board may issue them for any other valid
business purposes without crediting any proceeds to the Tissue Repair Division.

ISSUANCE OF ADDITIONAL SHARES OF ANY CLASS OF GENZYME COMMON STOCK. If
additional shares of any class of common stock are issued and sold by Genzyme,
Genzyme will identify (i) the number of such shares issued and sold for the
account of the Division to which they relate, the proceeds of which will be
allocated to and reflected in the financial statements of such Division and
(ii) the number of such shares issued and sold that will reduce the number of
Designated Shares from such Division and the proceeds of which may be used for
any valid business purpose. Notwithstanding the foregoing, Genzyme will not
sell any shares of Genzyme TR Division Stock without allocating the proceeds to
the Tissue Repair Division (except upon exercise or conversion of General
Division options, warrants or convertible notes outstanding as of December 16,
1994) unless (i) the Genzyme Board of Directors determines that the Tissue
Repair Division has cash sufficient to fund its operations for at least the
next 12 months or (ii) shares of Genzyme TR Division Stock concurrently being
sold for the account of the Tissue Repair Division will produce proceeds
sufficient to fund the Tissue Repair Division's cash needs for the next 12
months.

RESERVATION OF SHARES OF GENZYME TR DIVISION STOCK. Genzyme has reserved
approximately 2,000,000 shares of Genzyme TR Division Stock for issuance to
Genzyme employees pursuant to grants made after December 16, 1994 under one or
more employee incentive plans.

OPEN MARKET PURCHASES OF SHARES OF ANY CLASS. Genzyme may make open market
purchases of any class of its common stock in accordance with applicable
securities law requirements; provided, however, that such purchases of Genzyme
TR Division Stock may not be made if as an immediate result thereof the number
of TR Designated Shares would represent more than 60% of the number of TR
Designated Shares plus the number of outstanding shares of Genzyme TR Division
Stock. Such restriction is intended to prevent Genzyme from using open market
purchases to effect a redemption of the Genzyme TR Division Stock without
paying the 30% premium required for a complete redemption of Genzyme TR
Division Stock under the terms of the Genzyme Charter. In addition, within 90
days of any open market purchase of any class of common stock, Genzyme may not
exchange shares of such class for cash or shares of any other class of common
stock. See "Comparison of Rights of Holders of Genzyme General Division Stock
and IG Common Stock - Exchange of Genzyme TR Division Stock."

CLASS VOTING. In addition to any shareholder approval required by
Massachusetts law, whenever the approval of the holders of a class of common
stock is required to take any action pursuant to these policies or the Genzyme
Charter, such requirement will be satisfied if a meeting of the holders of such
class is held at which a quorum is present and the votes cast in favor of the
proposed action exceed the votes cast against.

NON-COMPETE. Genzyme will not develop products outside of the Tissue Repair
Division that compete or would compete in the market with products being
developed or sold by the Tissue Repair Division.

LEGAL OPINIONS

The validity of the Genzyme General Division Stock to be issued in
connection with the Merger will be passed upon for Genzyme by Palmer & Dodge,
Boston, Massachusetts, counsel for Genzyme. Palmer & Dodge will also opine to
IG upon certain of the federal income tax consequences of the Merger. Peter
Wirth, a partner in Palmer & Dodge, is the Clerk of Genzyme and the Secretary
of IG.

Morris, James, Hitchens & Williams, Wilmington, Delaware, is acting as
counsel for the Special Committee and IG in connection with certain legal
matters relating to the Merger and the transactions contemplated thereby.

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EXPERTS

The balance sheets of Genzyme, the General Division, the Tissue Repair
Division and IG as of December 31, 1993 and 1994 and the related statements of
operations, stockholders' equity and cash flows for each of the three years in
the period ended December 31, 1994 included in Genzyme's and IG's annual
reports on Form 10-K for the year ended December 31, 1994, and the financial
statement schedules appearing therein, that have been incorporated by reference
into this Prospectus/Proxy Statement have been so incorporated in reliance on
the report of Coopers & Lybrand, L.L.P., independent accountants, given on the
authority of that firm as experts in accounting and auditing. Representatives
of Coopers & Lybrand, L.L.P. are expected to attend the Special Meeting to
respond to appropriate questions and will have the opportunity to make a
statement if they desire.

The financial statements and financial statement schedules of BioSurface
Technology, Inc. as of December 31, 1992 and 1993 and for each of the three
years in the period ended December 31, 1993, appearing at pages III-19 to
III-42 of Annex III to the Company's Registration Statement of Form S-4 (File
No. 33-83346), that have been incorporated by reference into this Prospectus
have been so incorporated in reliance on the report of Price Waterhouse LLP,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.

FINANCIAL ADVISORS

Alex. Brown acted as financial advisor to the Special Committee in
connection with the Merger. Pursuant to the terms of the Engagement Letter, IG
has agreed to pay Alex. Brown a transaction fee, upon consummation of the
Merger, equal to $750,000. IG has also agreed to pay Alex. Brown a fee of
$250,000, creditable against the transaction fee, for rendering its opinion as
to the fairness, from a financial point of view, of the Merger Consideration to
be received by the IG Public Stockholders. In addition, IG has agreed to
reimburse Alex. Brown for its reasonable out-of-pocket expenses, including fees
and disbursements of counsel, and to indemnify Alex. Brown and certain related
persons against certain liabilities, including certain liabilities under the
federal securities laws, relating to, or arising out of, its engagement.

SOLICITATION COMPENSATION

IG will bear the cost of solicitation of proxies, including the charges and
expenses of brokerage firms and others of forwarding solicitation material to
beneficial owners of stock in connection with the Special Meeting. In addition
to the use of mails, proxies may be solicited by officers and employees of IG
in person or by telephone. IG may retain a professional proxy solicitation
firm to assist in the solicitation of proxies at a cost that IG estimates will
not exceed $15,000.

OTHER MATTERS

IG knows of no other business that will be presented for action by the
stockholders at the Special Meeting. If other business is properly presented
for consideration at the Special Meeting, the enclosed proxy authorizes the
person named therein to vote the shares in their discretion.

STOCKHOLDER PROPOSALS

In order for a stockholder proposal to be considered for inclusion in IG's
proxy materials for the 1996 annual meeting, it must be received by IG at One
Kendall Square, Cambridge, Massachusetts 02139, Attention: David J. McLachlan,
no later than December 27, 1995.

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EXHIBIT A

===========================================

AGREEMENT AND PLAN OF MERGER

BETWEEN

GENZYME CORPORATION

AND

IG LABORATORIES, INC.

_____________________________

Dated as of June 10, 1995
_____________________________

===========================================

<PAGE> 71
<TABLE>
TABLE OF CONTENTS
<CAPTION>
Page
<S> <C>
SECTION 1 - THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
1.1 The Merger. . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
1.2 Effective Time. . . . . . . . . . . . . . . . . . . . . . . . . . A-1
1.3 Closing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
1.4 Effects of the Merger. . . . . . . . . . . . . . . . . . . . . . . A-1
1.5 Articles of Organization and By-Laws. . . . . . . . . . . . . . . A-1
1.6 Directors and Officers. . . . . . . . . . . . . . . . . . . . . . A-1
1.7 Conversion of Stock . . . . . . . . . . . . . . . . . . . . . . . A-1
1.8 Stock Options . . . . . . . . . . . . . . . . . . . . . . . . . . A-2
1.9 Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-2
1.10 Exchange of Certificates . . . . . . . . . . . . . . . . . . . . . A-2
1.11 No Fractional Shares. . . . . . . . . . . . . . . . . . . . . . . A-3
1.12 Closing of IG Transfer Books . . . . . . . . . . . . . . . . . . . A-3

SECTION 2 - REPRESENTATIONS AND WARRANTIES OF IG . . . . . . . . . . . . . . . . . A-3
2.1 Organization. . . . . . . . . . . . . . . . . . . . . . . . . . . A-3
2.2 Authority to Execute and Perform Agreement. . . . . . . . . . . . A-3
2.3 Capitalization. . . . . . . . . . . . . . . . . . . . . . . . . . A-3
2.4 Fairness Opinion. . . . . . . . . . . . . . . . . . . . . . . . . A-4
2.5 SEC Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . A-4
2.6 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . A-4
2.7 Absence of Undisclosed IG Liabilities . . . . . . . . . . . . . . A-4
2.8 No Material Adverse Change . . . . . . . . . . . . . . . . . . . . A-4
2.9 Actions and Proceedings. . . . . . . . . . . . . . . . . . . . . . A-5
2.10 Consents and Approvals. . . . . . . . . . . . . . . . . . . . . . A-5
2.11 Proxy Statement and Registration Statement. . . . . . . . . . . . A-5
2.12 Disclosure. . . . . . . . . . . . . . . . . . . . . . . . . . . . A-5

SECTION 3 - REPRESENTATIONS AND WARRANTIES OF GENZYME . . . . . . . . . . . . . . . A-5
3.1 Organization. . . . . . . . . . . . . . . . . . . . . . . . . . . A-5
3.2 Authority to Execute and Perform Agreement. . . . . . . . . . . . A-5
3.3 Capitalization. . . . . . . . . . . . . . . . . . . . . . . . . . A-6
3.4 SEC Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6
3.5 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . A-6
3.6 Absence of Undisclosed Genzyme Liabilities . . . . . . . . . . . . A-6
3.7 No Material Adverse Change . . . . . . . . . . . . . . . . . . . . A-7
3.8 Actions and Proceedings. . . . . . . . . . . . . . . . . . . . . . A-7
3.9 Consents and Approvals. . . . . . . . . . . . . . . . . . . . . . A-7
3.10 Proxy Statement and Registration Statement. . . . . . . . . . . . A-7
3.11 Disclosure. . . . . . . . . . . . . . . . . . . . . . . . . . . . A-7

SECTION 4 - COVENANTS AND AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . A-7
4.1 Conduct of Business. . . . . . . . . . . . . . . . . . . . . . . . A-8
4.2 Grant of Genzyme Stock Options . . . . . . . . . . . . . . . . . . A-9
4.3 Genzyme Stock Purchase Plan. . . . . . . . . . . . . . . . . . . . A-9
4.4 Corporate Examinations and Investigations. . . . . . . . . . . . . A-9
4.5 Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-9
4.6 Authorization from Others. . . . . . . . . . . . . . . . . . . . . A-9
4.7 Consummation of Agreement. . . . . . . . . . . . . . . . . . . . . A-10
4.8 Further Assurances. . . . . . . . . . . . . . . . . . . . . . . . A-10
4.9 Proxy Statement; Registration Statement . . . . . . . . . . . . . A-10
</TABLE>

(i)
<PAGE> 72
<TABLE>
<S> <C>
4.10 Stockholder Meeting . . . . . . . . . . . . . . . . . . . . . . . A-10
4.11 Agreement to Vote in Favor of Merger Agreement . . . . . . . . . . A-10
4.12 IG's Compliance with Exchange Act. . . . . . . . . . . . . . . . . A-10
4.13 Genzyme's Compliance with Exchange Act. . . . . . . . . . . . . . A-11
4.14 Public Announcements and Confidentiality . . . . . . . . . . . . . A-11
4.15 Affiliate Letters . . . . . . . . . . . . . . . . . . . . . . . . A-11
4.16 Indemnification by Genzyme . . . . . . . . . . . . . . . . . . . . A-11
4.17 Purchases of Stock . . . . . . . . . . . . . . . . . . . . . . . . A-11

SECTION 5 - CONDITIONS PRECEDENT TO THE OBLIGATIONS
OF EACH PARTY TO CONSUMMATE THE MERGER . . . . . . . . . . . . . A-11
5.1 Consents and Approvals. . . . . . . . . . . . . . . . . . . . . . A-11
5.2 Registration Statement. . . . . . . . . . . . . . . . . . . . . . A-11
5.3 Absence of Order. . . . . . . . . . . . . . . . . . . . . . . . . A-11

SECTION 6 - CONDITIONS PRECEDENT TO THE OBLIGATIONS OF
GENZYME TO CONSUMMATE THE MERGER . . . . . . . . . . . . . . . . . A-12
6.1 Representations, Warranties and Covenants . . . . . . . . . . . . A-12
6.2 Approval by IG Public Stockholders. . . . . . . . . . . . . . . . A-12
6.3 Affiliate Letters . . . . . . . . . . . . . . . . . . . . . . . . A-12
6.4 Opinion of Counsel to IG . . . . . . . . . . . . . . . . . . . . . A-12
6.5 Merger Documents . . . . . . . . . . . . . . . . . . . . . . . . . A-12
6.6 Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . A-12

SECTION 7 - CONDITIONS PRECEDENT TO THE OBLIGATION OF
IG TO CONSUMMATE THE MERGER . . . . . . . . . . . . . . . . . . . A-12
7.1 Representations, Warranties and Covenants . . . . . . . . . . . . A-12
7.2 Approval by Stockholders . . . . . . . . . . . . . . . . . . . . . A-12
7.3 Opinion of Counsel to Genzyme . . . . . . . . . . . . . . . . . . A-13
7.4 Merger Documents . . . . . . . . . . . . . . . . . . . . . . . . . A-13
7.5 Tax Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . A-13
7.6 Fairness Opinion . . . . . . . . . . . . . . . . . . . . . . . . . A-13
7.7 Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . A-13

SECTION 8 - TERMINATION, AMENDMENT AND WAIVER . . . . . . . . . . . . . . . . . . . A-13
8.1 Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . A-13
8.2 Effect of Termination. . . . . . . . . . . . . . . . . . . . . . . A-14
8.3 Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-14
8.4 Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-14

SECTION 9 - MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-14
9.1 No Survival. . . . . . . . . . . . . . . . . . . . . . . . . . . . A-14
9.2 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-14
9.3 Entire Agreement. . . . . . . . . . . . . . . . . . . . . . . . . A-15
9.4 Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . A-15
9.5 No Third Party Beneficiaries . . . . . . . . . . . . . . . . . . . A-15
9.6 Binding Effect; No Assignment. . . . . . . . . . . . . . . . . . . A-15
9.7 Variations in Pronouns. . . . . . . . . . . . . . . . . . . . . . A-15
9.8 Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . A-15
</TABLE>

(ii)
<PAGE> 73
AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") dated as
of June 10, 1995 is between Genzyme Corporation, a Massachusetts corporation
("Genzyme"), and IG Laboratories, Inc., a Delaware corporation ("IG"). The
parties wish to effect the acquisition of IG by Genzyme through a merger of IG
with and into Genzyme on the terms and conditions set forth in this Agreement.
This Agreement is intended to be a "plan of reorganization" with the meaning of
Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code").

Accordingly, in consideration of the mutual representations,
warranties and covenants contained herein, the parties hereto agree as follows:

SECTION 1 - THE MERGER

1.1 THE MERGER. Upon the terms and subject to the
conditions of this Agreement, IG shall be merged with and into Genzyme (the
"Merger") in accordance with the Business Corporation Law of the Commonwealth
of Massachusetts (the "MBCL") and the General Corporation Law of the State of
Delaware (the "DGCL"). The Merger shall occur at the Effective Time (as
defined in Section 1.2). Following the Merger, Genzyme shall be the surviving
corporation (the "Surviving Corporation") and the separate corporate existence
of IG shall cease.

1.2 EFFECTIVE TIME. As soon as practicable after
satisfaction or waiver of all conditions to the Merger, the parties shall cause
the Merger to be consummated by filing and recording articles of merger in
accordance with Section 79 of the MBCL ("Articles of Merger") and a certificate
of merger in accordance with Section 252(c) of the DGCL ("Certificate of
Merger") and shall take all such further actions as may be required by law to
make the Merger effective. The Merger shall be effective at such time as the
Articles of Merger and the Certificate of Merger are duly filed with the
Secretary of the Commonwealth of Massachusetts and the Secretary of State of
Delaware in accordance with the MBCL and the DGCL, respectively, or at such
later time as is specified in the Articles of Merger and the Certificate of
Merger (the "Effective Time").

1.3 CLOSING. Immediately prior to the filing of the
Articles of Merger and the Certificate of Merger, a closing (the "Closing")
shall be held at the offices of Palmer & Dodge, One Beacon Street, Boston,
Massachusetts (or such other place as the parties may agree) for the purpose of
confirming satisfaction or waiver of all conditions to the Merger. The Closing
shall take place not later than the first business day after the day this
Agreement is approved by the stockholders of IG. The date on which the Closing
occurs is referred to in this Agreement as the "Closing Date."

1.4 EFFECTS OF THE MERGER. The Merger shall have the
effects set forth in Sections 80 and 81 of the MBCL and Sections 259, 260 and
261 of the DGCL.

1.5 ARTICLES OF ORGANIZATION AND BY-LAWS. The articles
of organization and by-laws of Genzyme, in each case as in effect immediately
prior to the Effective Time, shall be the articles of organization and by-laws
of the Surviving Corporation immediately after the Effective Time.

1.6 DIRECTORS AND OFFICERS. The directors and officers
of Genzyme immediately prior to the Effective Time shall be the directors and
officers of the Surviving Corporation immediately after the Effective Time.

1.7 CONVERSION OF STOCK.

(a) At the Effective Time, by virtue of the
Merger and without any action on the part of Genzyme or IG:

(i) Each share of common stock, $0.01
par value per share, of IG ("IG Common Stock") outstanding immediately prior to
the Effective Time, other than (A) shares held by IG as treasury stock

<PAGE> 74

or shares held by any subsidiary of IG and (B) shares held by Genzyme or any
subsidiary of Genzyme, shall be converted into a fraction of a share of Genzyme
General Division Common Stock, $0.01 par value ("Genzyme General Division
Stock"), determined by dividing $7.00 by the Closing Price (as herein defined)
of Genzyme General Division Stock and rounding to four decimal places. The
quotient obtained by dividing $7.00 by the Closing Price of Genzyme General
Division Stock and rounding to four decimal places is hereinafter referred to
as the "Conversion Factor".

(ii) All shares of IG Common Stock held
at the Effective Time by IG as treasury stock or by a subsidiary of IG shall be
canceled without any conversion thereof and no payment shall be made with
respect thereto.

(iii) All shares of IG Common Stock held
at the Effective Time by Genzyme or any subsidiary of Genzyme shall be canceled
without any conversion thereof and no payment shall be made with respect
thereto.

(b) For the purpose of this Agreement, the
"Closing Price" of Genzyme General Division Stock means the average of the
closing prices reported by the Nasdaq National Market for Genzyme General
Division Stock during the 10 trading days ending on the second trading day
prior to the Closing Date.

1.8 STOCK OPTIONS. At the Effective Time, all
outstanding options to acquire IG Common Stock, whether or not then
exercisable, shall be terminated as provided Section 4.1(a)(v).

1.9 WARRANTS. At the Effective Time, all outstanding
warrants to acquire IG Common Stock, whether or not then exercisable, shall be
assumed by Genzyme subject to the amendments described in this Section 1.9.
The warrants so assumed by Genzyme shall continue to have, and be subject to,
the same terms and conditions set forth in such warrants as in effect
immediately prior to the Effective Time, except that (a) each such warrant
shall be exercisable for that number of whole shares of Genzyme General
Division Stock equal to the product of the number of shares of IG Common Stock
into which such warrant was exercisable immediately prior to the Effective Time
times the Conversion Factor and rounded to the nearest whole share of Genzyme
General Division Stock, as required by the terms of such warrant, (b) the
exercise price per share of Genzyme General Division Stock under such warrant
shall be equal to the exercise price per share of IG Common Stock immediately
prior to the Effective Time divided by the Conversion Factor and rounded to the
nearest cent, and (c) all references to IG shall be deemed references to
Genzyme. Genzyme shall reserve for issuance the number of shares of Genzyme
General Division Stock issuable upon exercise of each such warrant as
determined pursuant to this Section 1.9.

1.10 EXCHANGE OF CERTIFICATES. Prior to the Closing Date,
Genzyme shall authorize one or more persons to act as Exchange Agent hereunder
(the "Exchange Agent"). As soon as practicable after the Effective Time,
Genzyme shall cause the Exchange Agent to mail to all former holders of record
of IG Common Stock instructions for surrendering their certificates
representing IG Common Stock in exchange for a certificate or certificates
representing Genzyme General Division Stock. Upon surrender of an IG Common
Stock certificate for cancellation to the Exchange Agent or to such other agent
or agents as may be appointed by Genzyme, the holder of such certificate shall
be entitled to receive in exchange therefor a certificate representing that
number of whole shares of Genzyme General Division Stock into which the shares
of IG Common Stock theretofore represented by such certificate so surrendered
shall have been converted pursuant to the provisions of this Agreement, and the
certificate so surrendered shall forthwith be canceled. Until surrendered in
accordance with the provisions of this Section 1.10, each IG Common Stock
certificate (other than certificates for shares to be canceled in accordance
with Sections 1.7.(a)(ii) and (iii)) shall represent for all purposes the right
to receive shares of Genzyme General Division Stock and cash in lieu of
fractional shares of Genzyme General Division Stock, if any, as provided in
Section 1.11. No dividends or other distributions that are declared after the
Effective Time on Genzyme General Division Stock and payable to the holders of
record thereof after the Effective Time will be paid to holders of certificates
representing IG Common Stock until such holders surrender their certificates.
Upon such surrender, there shall be paid to the record holder of the
certificates representing shares of Genzyme General Division Stock issued upon
such exchange, the amount of dividends or other distributions that become
payable after the Effective Time and were not paid because of the failure to

A-2
<PAGE> 75
surrender certificates for exchange. In no event shall the persons entitled to
receive such dividends or distributions be entitled to receive interest
thereon. Genzyme General Division Stock into which IG Common Stock shall be
converted in the Merger shall be deemed to have been issued at the Effective
Time. If any Genzyme General Division Stock certificates are to be issued in a
name other than the name in which the IG Common Stock certificate surrendered
is registered, it shall be a condition of such exchange that the person
requesting such exchange shall deliver to the Exchange Agent all documents
necessary to evidence and effect such transfer and shall pay to the Exchange
Agent any transfer or other taxes required by reason of the issuance of
certificates for such Genzyme General Division Stock in a name other than the
name of the registered holder of the certificate surrendered or establish to
the satisfaction of the Exchange Agent that such tax has been paid or is not
applicable.

1.11 NO FRACTIONAL SHARES. No certificates representing
fractional shares of Genzyme General Division Stock shall be issued in the
Merger. No fractional interest shall entitle the owner to vote or to any
rights of a security holder. In lieu of fractional shares, each holder of
shares of IG Common Stock who would otherwise have been entitled to a
fractional share of Genzyme General Division Stock will receive upon surrender
of an IG Common Stock certificate an amount in cash (without interest)
determined by multiplying such fraction by the Closing Price of Genzyme General
Division Stock (determined in accordance with Section 1.7(b)). Genzyme shall
not be liable to any holder of shares of IG Common Stock for any cash in lieu
of fractional interests delivered to a public official pursuant to applicable
escheat or abandoned property laws.

1.12 CLOSING OF IG TRANSFER BOOKS. No transfers of shares
of IG Common Stock shall be made on the stock transfer books of IG after the
Effective Time.

SECTION 2 - REPRESENTATIONS AND WARRANTIES OF IG

Except as set forth on the disclosure schedule delivered to
Genzyme on the date hereof (the "IG Disclosure Schedule"), the section numbers
of which are numbered to correspond to the section numbers of this Agreement to
which they refer, IG hereby represents and warrants to Genzyme as follows:

2.1 ORGANIZATION. Each of IG and its subsidiaries is a
corporation duly organized, validly existing and in good standing under the
laws of its state of incorporation with full corporate power and authority to
own, lease and operate its assets and to carry on its business as now being and
as heretofore conducted. The IG Disclosure Schedule sets forth all
subsidiaries of IG and the jurisdiction in which each is incorporated. All
subsidiary shares owned by IG are owned free and clear of any charges, liens,
encumbrances, security interests or adverse claims.

2.2 AUTHORITY TO EXECUTE AND PERFORM AGREEMENT. IG has
the corporate power and authority to enter into, execute and deliver this
Agreement and, subject to the adoption of this Agreement by the stockholders of
IG, to perform fully its obligations hereunder. The execution and delivery of
this Agreement and the consummation of the transactions contemplated hereby
have been duly authorized by the Board of Directors of IG and by the directors
of IG who are not affiliated with Genzyme (the "Special Committee"). No other
corporate action on the part of IG is necessary to consummate the transactions
contemplated hereby other than adoption of this Agreement by the stockholders
of IG and the filings of the Articles of Merger and Certificate of Merger.
This Agreement has been duly executed and delivered by IG and, subject to the
foregoing, constitutes a valid and binding obligation of IG, enforceable in
accordance with its terms.

2.3 CAPITALIZATION.

(a) IG is authorized to issue 20,000,000 shares
of IG Common Stock, of which 9,519,766 shares were issued and outstanding as of
the date hereof, and 10,000,000 shares of preferred stock, $0.01 par value per
share, issuable in series, none of which are outstanding. All of the issued
and outstanding shares of IG Common Stock are duly authorized and validly
issued, fully paid, non-assessable and free of any preemptive rights.

A-3
<PAGE> 76
(b) (i) Options representing in the aggregate the
right to purchase 1,243,371 shares of IG Common Stock pursuant to the IG 1990
Equity Incentive Plan and the IG 1991 Director Stock Option Plan, and (ii)
warrants representing in the aggregate the right to purchase 50,000 shares of
IG Common Stock, are outstanding as of the date hereof.

(c) 450,000 shares of IG Common Stock are
reserved for issuance under the IG 1990 Employee Stock Purchase Plan. As of
the date hereof, 158,617 shares have been issued under such plan.

(d) Except as set forth in paragraphs (a), (b)
and (c) of this Section 2.3, or as a result of the exercise of outstanding
options or rights set forth therein, there are not as of the date hereof, and
as of the Effective Time there will not be, any other shares of IG capital
stock authorized or outstanding or any subscriptions, options, conversion or
exchange rights, warrants, repurchase or redemption agreements, or other
agreements or commitments obligating IG to issue, transfer, sell, repurchase or
redeem any shares of its capital stock or other securities of IG. To the
knowledge of IG, there are no written shareholder agreements, voting trusts,
proxies or other agreements, instruments or understandings with respect to the
voting of the capital stock of IG.

2.4 FAIRNESS OPINION. The Special Committee has received
the opinion, dated as of the date hereof, of Alex. Brown & Sons Incorporated
to the effect that the consideration to be received by the holders of IG Common
Stock (other than Genzyme) in the Merger is fair to such holders from a
financial point of view. Such opinion (a copy of which has been delivered to
Genzyme) has not been withdrawn, revoked or modified.

2.5 SEC REPORTS. IG has previously delivered to Genzyme
its (i) Annual Report on Form 10-K for the year ended December 31, 1994 (the
"IG 10-K"), as filed with the Securities and Exchange Commission (the "SEC"),
(ii) all proxy statements relating to IG's meetings of stockholders held or
currently scheduled to be held since December 31, 1994 and (iii) all other
reports filed by IG with the SEC under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") since December 31, 1994. As of their respective
dates, such reports complied in all material respects with applicable SEC
requirements and did not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they
were made, not misleading. IG has timely filed with the SEC all reports
required to be filed under Section 13, 14 or 15(d) of the Exchange Act since
December 31, 1994.

2.6 FINANCIAL STATEMENTS. The consolidated financial
statements contained in the IG 10-K and in IG's quarterly report on Form 10-Q
for the quarter ended March 31, 1995 (the "IG 10-Q") have been prepared from,
and are in accordance with, the books and records of IG and present fairly, in
all material respects, the consolidated financial condition and results of
operations of IG and its subsidiaries as of and for the periods presented
therein, all in conformity with generally accepted accounting principles
applied on a consistent basis, except as otherwise noted therein and subject
(in the case of the unaudited financial statements included in the IG 10-Q) to
normal year-end adjustments, which are not, in the aggregate, material.

2.7 ABSENCE OF UNDISCLOSED IG LIABILITIES. As at
December 31, 1994, IG had no material liabilities of any nature, whether
accrued, absolute, contingent or otherwise, (a) required to be reflected or
disclosed on the consolidated balance sheet dated December 31, 1994 (or the
notes thereto) included in the IG 10-K that were not adequately reflected or
reserved against on such balance sheet or (b) for the payment of any dividends,
or any other distribution, to the stockholders of IG. IG has no such
liabilities, other than liabilities (i) adequately reflected or reserved
against on such balance sheet, (ii) reflected in IG's unaudited consolidated
balance sheets (or the notes thereto) included in the IG 10-Q, (iii) incurred
since December 31, 1994 in the ordinary course of business, or (iv) that would
not, in the aggregate, have a material adverse effect on IG and its
subsidiaries taken as a whole.

2.8 NO MATERIAL ADVERSE CHANGE. Since December 31, 1994,
there has not been (i) any material adverse change in the assets, properties,
business, prospects, results of operations or financial condition of IG and its
subsidiaries taken as a whole (the "Business of IG") or (ii) action by IG or
its subsidiaries which, if taken on or after the date hereof, would require the
consent or approval of Genzyme pursuant to Section 4.1.

A-4
<PAGE> 77
2.9 ACTIONS AND PROCEEDINGS. Except as set forth in the
IG 10-K or the IG 10-Q, there are no actions, suits or claims or legal,
administrative or arbitration proceedings pending or, to the best knowledge of
IG, threatened against IG or any other corporation or legal entity of which IG
owns, directly or indirectly, 50% or more of the stock or other equity interest
entitled to vote for the election of directors that individually or in the
aggregate could have a material adverse effect upon the transactions
contemplated hereby or the Business of IG. To the best knowledge of IG, there
is no fact, event or circumstance now in existence that reasonably could be
expected to give rise to any suit, action, claim, investigation or proceeding
that individually or in the aggregate could have a material adverse effect upon
the transactions contemplated hereby or the Business of IG.

2.10 CONSENTS AND APPROVALS. Except for (a) the filing of
the Proxy Statement (as defined in Section 4.8) with the SEC pursuant to the
Exchange Act and (b) the filing of the Articles of Merger and the Certificate
of Merger with the Secretary of the Commonwealth of Massachusetts and the
Secretary of State of Delaware, respectively, the execution, delivery and
performance of this Agreement by IG will not (i) violate any provision of the
certificate of incorporation or by-laws of IG; (ii) violate, conflict with or
result in the breach of any of the terms or conditions of, result in
modification of the effect of, or otherwise give any other contracting party
the right to terminate, or constitute (or with notice or lapse of time or both
constitute) a default under, any instrument, contract or other agreement to
which IG or any of its subsidiaries is party or to which any of them or any of
their assets or properties is bound or subject; (iii) violate any law,
ordinance or regulation or any order, judgment, injunction, decree or
requirement of any court, arbitrator or governmental or regulatory body
applicable to IG or by which any of IG's assets or properties is bound; (iv)
require any filing with, notice to, or permit, consent or approval of, any
governmental or regulatory body; or (v) result in the creation of any lien or
other encumbrance on the assets or properties of IG, excluding from the
foregoing clauses (ii), (iii), (iv) and (v) violations, breaches and defaults
which, and filings, notices, permits, consents and approvals the absence of
which, in the aggregate, would not have a material adverse effect on the
Business of IG or on the ability of IG to consummate the transactions
contemplated hereby.

2.11 PROXY STATEMENT AND REGISTRATION STATEMENT. The
information furnished by IG for inclusion in (a) the Proxy Statement at the
time the Proxy Statement is mailed, at the time of the meeting of IG's
stockholders to vote on this Agreement and at the Effective Time, and (b) the
Registration Statement at the time the Registration Statement becomes effective
and at the Effective Time, including in each case any amendments or supplements
thereto, will comply as to form in all material respects with the applicable
provisions of the Exchange Act and the Securities Act, respectively, and the
rules and regulations thereunder, and will not contain any untrue statement of
a material fact or omit to state a material fact required to be stated therein
or necessary in order to make the statements therein, in light of the
circumstances under which they are made, not misleading (subject, if required,
to a reasonable period of time for the parties hereto to take such action as
may be necessary to amend or supplement the Proxy Statement or Registration
Statement).

2.12 DISCLOSURE. The representations, warranties and
statements made by IG in this Agreement and in the certificates delivered
pursuant hereto do not contain any untrue statement of a material fact and,
when taken together, do not omit to state any material fact necessary to make
such representations, warranties and statements, in light of the circumstances
under which they are made, not misleading.

SECTION 3 - REPRESENTATIONS AND WARRANTIES OF GENZYME

Except as set forth on the disclosure schedule delivered to IG
on the date hereof (the "Genzyme Disclosure Schedule"), the section numbers of
which are numbered to correspond to the section numbers of this Agreement to
which they refer, Genzyme hereby represents and warrants to IG as follows:

3.1 ORGANIZATION. Genzyme is a corporation duly
organized, validly existing and in good standing under the laws of its state of
incorporation with full corporate power and authority to own, lease and operate
its assets and to carry on its business as now being and as heretofore
conducted.

3.2 AUTHORITY TO EXECUTE AND PERFORM AGREEMENT. Genzyme
has the corporate power and authority to enter into, execute and deliver this
Agreement and to perform fully its obligations hereunder. The

A-5
<PAGE> 78
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by the Board of
Directors of Genzyme. No other corporate action on the part of Genzyme is
necessary to consummate the transactions contemplated hereby other than the
filings of the Articles of Merger and Certificate of Merger. This Agreement
has been duly executed and delivered by Genzyme and, subject to the foregoing,
constitutes a valid and binding obligation of Genzyme, enforceable in
accordance with its terms.

3.3 CAPITALIZATION. The authorized capital stock of
Genzyme consists of 100,000,000 shares of Genzyme General Division Stock, of
which 26,855,147 shares were issued and outstanding as of the date hereof,
40,000,000 shares of Tissue Repair Division Common Stock, $0.01 par value per
share ("TR Stock"), of which 8,635,849 shares were issued and outstanding as of
the date hereof, and 10,000,000 shares of preferred stock, $0.01 par value per
share ("Genzyme Preferred Stock"), issuable in series, none of which are
outstanding. Of the Genzyme Preferred Stock, 1,000,000 and 400,000 shares have
been designated as Series A Junior Participating Preferred Stock and Series B
Junior Participating Preferred Stock, respectively, and reserved for issuance
under Genzyme's shareholder rights plan. The shares of Genzyme General
Division Stock to be issued in the Merger will be, when issued, duly and
validly issued, fully paid and nonassessable, not subject to any preemptive
rights and not subject to any restriction on transfer imposed by the articles
of organization or by-laws of Genzyme. As of the date hereof, except for (a)
an aggregate of 7,157,704 shares of Genzyme General Division Stock and an
aggregate of 2,601,223 shares of TR Stock reserved for issuance under various
stock option, stock purchase and savings plans of Genzyme, (b) an aggregate of
3,455,807* and 466,534 shares of Genzyme General Division Stock and TR Stock,
respectively, reserved for issuance upon the exercise of outstanding warrants,
(c) an aggregate of 1,891,252 and 255,319 shares of Genzyme General Division
Stock and TR Stock, respectively, reserved for issuance upon the conversion of
Genzyme's 6 3/4% Convertible Subordinated Notes due 2001 and (d) the Series A
and B Junior Participating Preferred Stock reserved for issuance under
Genzyme's shareholder rights plan, there is no outstanding right, subscription,
warrant, call, preemptive right, option or other agreement of any kind to
purchase or otherwise to receive from Genzyme any shares of the capital stock
of Genzyme and there is no outstanding security of any kind convertible into or
exchangeable for such capital stock. All issued and outstanding shares of
Genzyme General Division Stock and TR Stock are validly issued, fully paid,
non-assessable and free of any preemptive rights.

3.4 SEC REPORTS. Genzyme has previously delivered to IG
its (i) Annual Report on Form 10-K for the year ended December 31, 1994 (the
"Genzyme 10-K"), as filed with the SEC, (ii) all proxy statements relating to
Genzyme's meetings of stockholders held or currently scheduled to be held since
December 31, 1994 and (iii) all other reports filed by Genzyme with the SEC
under the Exchange Act since December 31, 1994. As of their respective dates,
such reports complied in all material respects with applicable SEC requirements
and did not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading. Genzyme has timely filed with the SEC all reports required to be
filed under Section 13, 14 or 15(d) of the Exchange Act since December 31,
1994.

3.5 FINANCIAL STATEMENTS. The consolidated financial
statements contained in the Genzyme 10-K and in Genzyme's quarterly report on
Form 10-Q for the quarter ended March 31, 1995 (the "Genzyme 10-Q") have been
prepared from, and are in accordance with, the books and records of Genzyme and
present fairly, in all material respects, the consolidated financial condition
and results of operations of Genzyme as of and for the periods presented
therein, all in conformity with generally accepted accounting principles
applied on a consistent basis, except as otherwise noted therein and subject
(in the case of the unaudited financial statements included in the Genzyme
10-Q) to normal year-end adjustments, which are not, in the aggregate,
material.

3.6 ABSENCE OF UNDISCLOSED GENZYME LIABILITIES. As at
December 31, 1994, Genzyme had no material liabilities of any nature, whether
accrued, absolute, contingent or otherwise, (a) required to be reflected or
disclosed on the consolidated balance sheet dated December 31, 1994 (or the
notes thereto) included in the Genzyme 10-K that were not adequately reflected
or reserved against on such balance sheet or (b) for the payment of any
dividends, or any other distribution, to the stockholders of Genzyme. Genzyme
has no such

----------------------------------

* Does not include 2,415,000 callable warrants associated with Neozyme II.

A-6
<PAGE> 79
liabilities, other than liabilities (i) adequately reflected or reserved
against on such balance sheet, (ii) reflected in Genzyme's unaudited
consolidated balance sheets (or the notes thereto) included in the Genzyme
10-Q, (iii) incurred since December 31, 1994 in the ordinary course of
business, or (iv) that would not, in the aggregate, have a material adverse
effect on Genzyme taken as a whole.

3.7 NO MATERIAL ADVERSE CHANGE. Since December 31, 1994,
there has not been any material adverse change in the assets, properties,
business, prospects, results of operations or financial condition of Genzyme
taken as a whole (the "Business of Genzyme").

3.8 ACTIONS AND PROCEEDINGS. Except as set forth in the
Genzyme 10-K or the Genzyme 10-Q, there are no actions, suits or claims or
legal, administrative or arbitration proceedings pending or, to the best
knowledge of Genzyme, threatened against Genzyme or any other corporation or
legal entity of which Genzyme owns, directly or indirectly, 50% or more of the
stock or other equity interest entitled to vote for the election of directors
(other than IG and its subsidiaries) that individually or in the aggregate
could have a material adverse effect upon the transactions contemplated hereby
or the Business of Genzyme. To the best knowledge of Genzyme, there is no
fact, event or circumstance now in existence that reasonably could be expected
to give rise to any suit, action, claim, investigation or proceeding that
individually or in the aggregate could have a material adverse effect upon the
transactions contemplated hereby or the Business of Genzyme.

3.9 CONSENTS AND APPROVALS. Except for (a) the filing of
the Proxy Statement with the SEC pursuant to the Exchange Act, (b) the filing
with the SEC of the Registration Statement referred to in Section 4.8 and
filings with various blue sky authorities and (c) the filing of the Articles of
Merger and the Certificate of Merger with the Secretary of the Commonwealth of
Massachusetts and the Secretary of State of Delaware, respectively, the
execution, delivery and performance of this Agreement by Genzyme will not (i)
violate any provision of the articles of organization or by-laws of Genzyme;
(ii) violate, conflict with or result in the breach of any of the terms or
conditions of, result in modification of the effect of, or otherwise give any
other contracting party the right to terminate, or constitute (or with notice
or lapse of time or both constitute) a default under, any instrument, contract
or other agreement to which Genzyme is a party or to which it or any of its
assets or properties is bound or subject; (iii) violate any law, ordinance or
regulation or any order, judgment, injunction, decree or requirement of any
court, arbitrator or governmental or regulatory body applicable to Genzyme or
by which any of Genzyme's assets or properties is bound; (iv) require any
filing with, notice to, or permit, consent or approval of, any governmental or
regulatory body; or (v) result in the creation of any lien or other encumbrance
on the assets or properties of Genzyme, excluding from the foregoing clauses
(ii), (iii), (iv) and (v) violations, breaches and defaults which, and filings,
notices, permits, consents and approvals the absence of which, in the
aggregate, would not have a material adverse effect on the Business of Genzyme
or on the ability of Genzyme to consummate the transactions contemplated
hereby.

3.10 PROXY STATEMENT AND REGISTRATION STATEMENT. The
information furnished by Genzyme for inclusion in (a) the Proxy Statement at
the time the Proxy Statement is mailed, at the time of the meeting of IG's
stockholders to vote on this Agreement and at the Effective Time, and (b) the
Registration Statement at the time the Registration Statement becomes effective
and at the Effective Time, including in each case any amendments or supplements
thereto, will comply as to form in all material respects with the applicable
provisions of the Exchange Act and the Securities Act, respectively, and the
rules and regulations thereunder, and will not contain any untrue statement of
a material fact or omit to state a material fact required to be stated therein
or necessary in order to make the statements therein, in light of the
circumstances under which they are made, not misleading (subject, if required,
to a reasonable period of time for the parties hereto to take such action as
may be necessary to amend or supplement the Proxy Statement or Registration
Statement).

3.11 DISCLOSURE. The representations, warranties and
statements made by Genzyme in this Agreement and in the certificates delivered
pursuant hereto do not contain any untrue statement of a material fact and,
when taken together, do not omit to state any material fact necessary to make
such representations, warranties and statements, in light of the circumstances
under which they are made, not misleading.

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SECTION 4 - COVENANTS AND AGREEMENTS

4.1 CONDUCT OF BUSINESS. Except with the prior written
consent of Genzyme, which will not be unreasonably withheld or delayed, and
except as otherwise contemplated herein, during the period from the date hereof
to the Effective Time, IG shall observe the following covenants:

(a) AFFIRMATIVE COVENANTS PENDING CLOSING. IG
shall:

(i) PRESERVATION OF PERSONNEL. Use all
reasonable efforts to preserve intact and keep available the services of IG's
present employees;

(ii) INSURANCE. Use all reasonable
efforts to keep in effect casualty, public liability, worker's compensation and
other insurance policies in coverage amounts not less than those in effect at
the date of this Agreement;

(iii) PRESERVATION OF THE BUSINESS;
MAINTENANCE OF PROPERTIES. Use all reasonable efforts to preserve the business
of IG, advertise, promote and market IG's services in accordance with past
practices over the last twelve months, keep IG's properties intact, preserve
IG's goodwill and maintain all physical properties in such operating condition
as will permit the conduct of the business of IG on a basis consistent with
past practice;

(iv) INTELLECTUAL PROPERTY RIGHTS. Use
all reasonable efforts to preserve and protect all patents, trademarks, service
marks, trade names, trade secrets, franchises, and copyrights, and all
applications for any of the foregoing, and all technology, know-how and
processes necessary for the conduct of the business of IG as now conducted or
proposed to be conducted (collectively, the "IG Proprietary Rights");

(v) STOCK OPTIONS. Take appropriate
action (which shall not include the making of any cash payment or the
acceleration of vesting) to effect the termination of all outstanding stock
options that are not exercised prior to the Effective Time;

(vi) STOCK PURCHASE PLAN. Take
appropriate action to terminate the IG 1990 Employee Stock Purchase Plan as
soon as practicable following the date hereof and prior to the commencement of
any new offering period under such plan; and

(vii) ORDINARY COURSE OF BUSINESS.
Operate IG's business solely in the ordinary course.

(b) NEGATIVE COVENANTS PENDING CLOSING. IG will
not:

(i) DISPOSITION OF ASSETS. Sell or
transfer, or mortgage, pledge or create or permit to be created any security
interest on, any of its assets other than in the ordinary course of business;

(ii) LIABILITIES. Other than
indebtedness or obligations to Genzyme (A) incur any obligation or liability
other than in the ordinary course of business, (B) incur any indebtedness for
borrowed money in excess of $100,000 or (C) enter into any contracts or
commitments involving payments by IG of $100,000 or more;

(iii) COMPENSATION. Except as required by
applicable law or pursuant to Section 4.1(a)(v) or (vi) hereof or any existing
employment or severance agreement, (A) manage the compensation and benefits of
its officers, directors, employees and agents in a manner inconsistent with
past practices, or (B) enter into or modify any agreement with any consultant,
except for agreements terminable upon not more than one year's notice that are
consistent with IG's past practices with respect to consulting agreements;

(iv) CAPITAL Stock. Make any change in
the number of shares of its capital stock authorized, issued or outstanding or
grant or accelerate the exercisability of, any option, warrant or other right

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to purchase, or to convert any obligation into, shares of its capital stock, or
declare or pay any dividend or other distribution with respect to any shares of
its capital stock, or sell or transfer any shares of its capital stock, except
upon the exercise of options outstanding on the date hereof or pursuant to any
offering in progress as of the date hereof under the IG 1990 Employee Stock
Purchase Plan or upon the exercise of outstanding warrants;

(v) CHARTER AND BY-LAWS. Amend the
certificate of incorporation or by-laws of IG;

(vi) ACQUISITIONS. Make any material
acquisition of property other than in the ordinary course of business; or

(vii) LICENSE AGREEMENTS. Enter into or
modify any license, technology development or technology transfer agreement
with any other person or entity other than in the ordinary course of business.

4.2 GRANT OF GENZYME STOCK OPTIONS.

(a) Genzyme shall take appropriate action to
issue to each full-time employee of IG at the Effective Time options to
purchase shares of Genzyme General Division Stock according to a model approved
by IG, Genzyme and the Compensation Committee of the Genzyme Board of
Directors.

(b) Genzyme shall take appropriate action to
grant each full-time employee of IG hired after the date hereof options to
purchase shares of Genzyme General Division Stock in accordance with the
Genzyme New Hire Matrix then in effect; provided, however, that each such grant
of options shall be subject to the effectiveness of the Merger.

(c) Genzyme shall take appropriate action to
treat all employees of Vivigen, Inc. consistent with the provisions of
subsections (a) and (b) of this Section 4.2.

4.3 GENZYME STOCK PURCHASE PLAN. Subject to the approval
of the Compensation Committee of the Genzyme Board of Directors, Genzyme shall
take appropriate action to allow all eligible IG employees to participate in
the Genzyme 1990 Employee Stock Purchase Plan on the same terms and conditions
as employees of Genzyme effective upon commencement of the first offering after
the date hereof.

4.4 CORPORATE EXAMINATIONS AND INVESTIGATIONS. Prior to
the Effective Time, Genzyme and IG shall each be entitled, through its
employees and representatives, to have such access to the assets, properties,
business and operations of the other, as is reasonably necessary or appropriate
in connection with its investigation of the other with respect to the
transactions contemplated hereby. Any such investigation and examination shall
be conducted at reasonable times and under reasonable circumstances so as to
minimize any disruption to or impairment of either party's business and each
party shall cooperate fully therein. No investigation by Genzyme or IG shall
diminish or obviate any of the representations, warranties, covenants or
agreements of the other contained in this Agreement. In order that each party
may have full opportunity to make such investigation, Genzyme and IG shall each
furnish the representatives of the other during such period with all such
information and copies of such documents concerning its affairs as such
representatives may reasonably request and cause its officers, employees,
consultants, agents, accountants and attorneys to cooperate fully with such
representatives in connection with such investigation.

4.5 EXPENSES. Genzyme and IG shall bear their respective
expenses incurred in connection with the preparation, execution and performance
of this Agreement and the transactions contemplated hereby, including without
limitation, all fees and expenses of agents, representatives, counsel and
accountants.

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4.6 AUTHORIZATION FROM OTHERS. Prior to the Closing
Date, the parties shall use their reasonable commercial efforts to obtain all
authorizations, consents and permits of others required to permit the
consummation of the transactions contemplated by this Agreement.

4.7 CONSUMMATION OF AGREEMENT. Each party shall use its
respective reasonable commercial efforts to perform and fulfill all conditions
and obligations to be performed and fulfilled by it under this Agreement and to
ensure that to the extent within its control or capable of influence by it, no
breach of any of the respective representations, warranties and agreements
hereunder occurs or exists on or prior to the Effective Time, all to the end
that the transactions contemplated by this Agreement shall be fully carried out
in a timely fashion.

4.8 FURTHER ASSURANCES. Each of the parties shall
execute such documents, further instruments of transfer and assignment and
other papers and take such further actions as may be reasonably required or
desirable to carry out the provisions hereof and the transactions contemplated
hereby. As to any agreements between the parties or their affiliates in effect
as of the Effective Time that may by their terms require consent to any of the
transactions contemplated in this Agreement, such consent shall be given, or
the parties shall cause such consent to be given, prior to the Effective Time.

4.9 PROXY STATEMENT; REGISTRATION STATEMENT. The parties
shall cooperate in the preparation and filing with the SEC as soon as
practicable after the date hereof of a registration statement on Form S-4 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the shares of Genzyme General Division Stock
to be issued in the Merger, and will use all reasonable efforts to have the
Registration Statement declared effective by the SEC as promptly as practicable
and promptly thereafter will mail the Proxy Statement and the prospectus
included in the Registration Statement to the stockholders of IG. The
prospectus in the Registration Statement will also constitute a proxy statement
(the "Proxy Statement") of IG for its stockholder meeting referred to in
Section 4.9. Prior to the Effective Time, Genzyme shall use its reasonable
efforts to qualify the shares of Genzyme General Division Stock to be issued in
the Merger under the securities or "blue sky" laws of every state of the United
States; provided, however, that Genzyme shall not be obligated to qualify such
shares in any state with respect to which counsel for Genzyme has determined
that such qualification is not required under the securities or "blue sky" laws
of such state and, in no event, shall Genzyme be obligated to qualify as a
foreign corporation or to execute a general consent to service of process in
any state in which it has not previously so qualified or has not previously so
consented.

4.10 STOCKHOLDER MEETING. IG shall, in accordance with
applicable law and its certificate of incorporation and by-laws:

(i) duly hold a meeting of its
stockholders as soon as practicable after the effective date of the
Registration Statement for the purpose of considering and acting on this
Agreement;

(ii) subject to their fiduciary duties
under applicable law as advised by independent counsel, include in the Proxy
Statement the recommendation of its Board of Directors and the Special
Committee that stockholders of IG vote in favor of the adoption of this
Agreement; and

(iii) use reasonable efforts (A) to obtain
and furnish the information required to be included by it in the Proxy
Statement and, after consultation with Genzyme, to respond promptly to any
comments made by the SEC with respect to the Proxy Statement and any
preliminary version thereof, (B) to cause the Proxy Statement to be mailed to
its stockholders at the earliest practicable time after the effective date of
the Registration Statement and (C) to obtain the necessary approvals by its
stockholders of this Agreement and the transactions contemplated hereby.

4.11 AGREEMENT TO VOTE IN FAVOR OF MERGER AGREEMENT.
Genzyme hereby covenants and agrees to vote its shares of IG Common Stock in
the same proportion as the votes cast by the stockholders of IG other than
Genzyme at the IG stockholder meeting referred to in Section 4.9.

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4.12 IG'S COMPLIANCE WITH EXCHANGE ACT. All filings made
by IG after the date hereof pursuant to the Exchange Act will be made in a
timely fashion, will comply as to form in all material respects with the
applicable provisions of the Exchange Act and the rules and regulations
thereunder and will not contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they are made,
not misleading.

4.13 GENZYME'S COMPLIANCE WITH EXCHANGE ACT. All filings
made by Genzyme after the date hereof pursuant to the Exchange Act will be made
in a timely fashion, will comply as to form in all material respects with the
applicable provisions of the Exchange Act and the rules and regulations
thereunder and will not contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they are made,
not misleading.

4.14 PUBLIC ANNOUNCEMENTS AND CONFIDENTIALITY. Any press
release or other information provided to the press or any third party with
respect to this Agreement or the transactions contemplated hereby shall require
the prior approval of Genzyme and IG, which approval shall not be unreasonably
withheld, provided that a party shall not be prevented from making such
disclosure as it shall be advised by counsel is required by law. Each party
shall keep confidential and shall not use in any manner any information or
documents obtained from the other concerning its assets, properties, business
and operations, unless readily ascertainable from public information, already
known or subsequently developed by such party independently, received from a
third party not under an obligation to keep such information confidential or
otherwise required by law.

4.15 AFFILIATE LETTERS. Prior to the Closing Date, IG
shall identify to Genzyme all persons who, at the time of the IG stockholder
meeting referred to in Section 4.9, IG believes may be "affiliates" of IG
within the meaning of Rule 145 under the Securities Act. IG shall provide
Genzyme with such information as Genzyme may reasonably request for purposes of
making its own determination of persons who may be deemed to be affiliates of
IG. IG shall use all reasonable efforts to deliver to Genzyme prior to the
Closing Date a letter from each of such affiliates identified by IG and Genzyme
in substantially the form previously agreed to by the parties (the "Affiliate
Letters").

4.16 INDEMNIFICATION BY GENZYME. After the Effective
Time, Genzyme shall indemnify and hold harmless each former officer and
director of IG with respect to actions taken or omitted to be taken prior to
the Effective Time, to the extent such person is entitled to indemnification
under the certificate of incorporation and by-laws of IG as in effect on the
date hereof, to the fullest extent permitted by Delaware law.

4.17 PURCHASES OF STOCK. During the period from the date
two days prior to the date of the Proxy Statement to the date of the Effective
Time, Genzyme shall not, and shall cause its subsidiaries not to, purchase any
shares of Genzyme General Division Stock.

SECTION 5 - CONDITIONS PRECEDENT TO THE OBLIGATIONS
OF EACH PARTY TO CONSUMMATE THE MERGER

The respective obligations of each party to consummate the
Merger shall be subject to the satisfaction or waiver, at or before the
Effective Time, of each of the following conditions:

5.1 CONSENTS AND APPROVALS. All required approvals of
the stockholders of IG and all consents and waivers referred to in Sections
2.10 and 3.9 of this Agreement or in the corresponding sections of each party's
Disclosure Schedule shall have been obtained; provided, however, that if
Genzyme waives the obtaining of any consent set forth in Section 2.9 or the IG
Disclosure Schedule, such consent shall not be a condition of IG's obligation
to consummate the Merger.

5.2 REGISTRATION STATEMENT. The Registration Statement
shall have been declared effective and shall remain effective and shall not be
subject to a stop order at the Effective Time.

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5.3 ABSENCE OF ORDER. No restraining order or injunction
of any court which prevents consummation of the Merger shall be in effect.

SECTION 6 - CONDITIONS PRECEDENT TO THE OBLIGATIONS OF
GENZYME TO CONSUMMATE THE MERGER

The obligation of Genzyme to consummate the Merger is subject
to the satisfaction or waiver, at or before the Effective Time, of each of the
following conditions:

6.1 REPRESENTATIONS, WARRANTIES AND COVENANTS. The
representations and warranties of IG contained in this Agreement shall be true
and correct in all material respects on and as of the Effective Time with the
same force and effect as though made on and as of the Effective Time (with such
exceptions as may be permitted under or contemplated by this Agreement) and
there shall not have been any material adverse change in the Business of IG
(including the termination of employment or threatened termination of
employment of such IG personnel which Genzyme, in its discretion, deems to be a
material adverse change in the Business of IG). IG shall have performed and
complied in all material respects with all covenants and agreements required by
this Agreement to be performed or complied with by it on or prior to the
Effective Time. IG shall have delivered to Genzyme a certificate, dated the
Closing Date, to the foregoing effect.

6.2 APPROVAL BY IG PUBLIC STOCKHOLDERS. This Agreement
shall have been approved by the affirmative vote of a majority of the votes
cast by the stockholders of IG other than Genzyme at the meeting of the IG
stockholders referred to in Section 4.9.

6.3 AFFILIATE LETTERS. Genzyme shall have received the
Affiliate Letters referred to in Section 4.14.

6.4 OPINION OF COUNSEL TO IG. Genzyme shall have
received the opinion of Morris, James, Hitchens & Williams, counsel to IG,
dated the Closing Date and in form and substance reasonably acceptable to
Genzyme.

6.5 MERGER DOCUMENTS. IG shall have executed and
delivered the Articles of Merger and the Certificate of Merger referred to in
Section 1.2.

6.6 CERTIFICATES. IG shall have furnished Genzyme with
such certificates of public officials and of IG officers as may be reasonably
requested by Genzyme.

SECTION 7 - CONDITIONS PRECEDENT TO THE OBLIGATION OF
IG TO CONSUMMATE THE MERGER

The obligation of IG to consummate the Merger is subject to
the satisfaction or waiver, at or before the Effective Time, of each of the
following conditions:

7.1 REPRESENTATIONS, WARRANTIES AND COVENANTS. The
representations and warranties of Genzyme contained in this Agreement shall be
true and correct in all material respects on and as of the Effective Time with
the same force and effect as though made on and as of the Effective Time (with
such exceptions as may be permitted under or contemplated by this Agreement).
Genzyme shall have performed and complied in all material respects with all
covenants and agreements required by this Agreement to be performed or complied
with by it on or prior to the Effective Time. Genzyme shall have delivered to
IG a certificate, dated the Closing Date, to the foregoing effect.

7.2 APPROVAL BY STOCKHOLDERS. This Agreement shall have
been adopted by the holders of a majority of the outstanding shares of IG
Common Stock and approved by the affirmative vote of a majority of

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the votes cast by the stockholders of IG other than Genzyme at the meeting of
the IG stockholders referred to in Section 4.9.

7.3 OPINION OF COUNSEL TO GENZYME. IG shall have
received the opinion of Palmer & Dodge, counsel to Genzyme, dated the Closing
Date and in form and substance reasonably satisfactory to IG.

7.4 MERGER DOCUMENTS. Genzyme have executed and
delivered the Articles of Merger and the Certificate of Merger referred to in
Section 1.2.

7.5 TAX OPINION. IG shall have received an opinion of
Palmer & Dodge, counsel to Genzyme, addressed to IG and its stockholders and
dated the Closing Date, substantially to the effect that, on the basis of facts
and representations set forth in such opinion, or set forth in writing
elsewhere and referred to therein, for federal income tax purposes the Merger
will constitute a reorganization within the meaning of Section 368(a) of the
Code and no gain or loss will be recognized by IG or its stockholders by reason
of the receipt of the shares of Genzyme General Division Stock in the Merger
(it being understood that such opinion will not extend to cash payments in lieu
of fractional share interests and may not extend to shares of Genzyme General
Division Stock received by IG stockholders who receive their IG shares pursuant
to stock options or otherwise as compensation).

7.6 FAIRNESS OPINION. In the event the Special Committee
elects to bring down such opinion to the date of mailing of the Proxy
Statement, IG shall have received an opinion from Alex. Brown & Sons
Incorporated, dated the date on which the Proxy Statement is mailed, in form
and substance satisfactory to the Special Committee, stating that the terms of
the Merger are fair to the stockholders of IG (other than Genzyme) from a
financial point of view.

7.7 CERTIFICATES. Genzyme shall have furnished IG with
such certificates of public officials and of Genzyme officers as may be
reasonably requested by IG.

SECTION 8 - TERMINATION, AMENDMENT AND WAIVER

8.1 TERMINATION. This Agreement may be terminated at any
time prior to the Effective Time, whether prior to or after approval by IG's
stockholders, as follows:

(a) by the Special Committee or Genzyme upon
written notice to the other party, if, without fault of the terminating party,
the Effective Time shall not have occurred on or before November 30, 1995,
which date may be extended by mutual consent of the Special Committee and
Genzyme;

(b) by the Special Committee upon written notice
to Genzyme if Genzyme has materially breached any representation, warranty,
covenant or agreement contained herein and has not cured such breach within ten
(10) business days of receipt of written notice from the Special Committee;

(c) by the Special Committee in the event it
shall determine, in good faith and on the written advice of independent counsel
to the Special Committee, that it is required to do so in the exercise of its
fiduciary duties under applicable law;

(d) by the Board of Directors of Genzyme upon
written notice to IG if IG has materially breached any representation,
warranty, covenant or agreement contained herein and has not cured such breach
within ten (10) business days of receipt of written notice from Genzyme;

(e) by either party if any court of competent
jurisdiction or United States governmental body shall have issued an order,
decree or ruling or taken any other action restraining, enjoining or otherwise
prohibiting the Merger and such order, decree or ruling shall have become final
and nonappealable;

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(f) by Genzyme if the vote described in Section
6.2 is not obtained or by IG if the vote described in Section 7.2 is not
obtained; or

(g) at any time with the written consent of
Genzyme and the Special Committee.

8.2 EFFECT OF TERMINATION. If this Agreement is
terminated as provided in Section 8.1, this Agreement shall forthwith become
void and have no effect, without liability on the part of any party, its
directors, officers or stockholders, other than the provisions of this Section
8.2, Section 4.4 relating to expenses, and Section 4.13 relating to publicity
and confidentiality to the extent provided therein. Nothing contained in this
Section 8.2 shall relieve any party from liability for any breach of this
Agreement occurring before such termination.

8.3 AMENDMENT. This Agreement may not be amended except
by an instrument signed by each of the parties hereto; provided, however, that
after adoption of this Agreement by the stockholders of IG, without the further
approval of the stockholders of IG, no amendment may be made that (a) alters or
changes the amount or kind of consideration to be received as provided in
Section 1.7 or (b) alters or changes any of the terms and conditions of this
Agreement if such alteration or change would materially adversely affect the
stockholders of IG.

8.4 WAIVER. At any time prior to the Effective Time, any
party hereto may (a) extend the time for the performance of any of the
obligations or other acts of the other party hereto or (b) waive compliance
with any of the agreements of the other party or any conditions to its own
obligations, in each case only to the extent such obligations, agreements and
conditions are intended for its benefit; provided that any such extension or
waiver shall be binding upon a party only if such extension or waiver is set
forth in a writing executed by such party.

SECTION 9 - MISCELLANEOUS

9.1 NO SURVIVAL. None of the representations,
warranties, covenants and agreements of any party in this Agreement or in any
certificate delivered by any party pursuant hereto shall survive the Merger,
except the covenant of Genzyme contained in Section 4.15 hereto.

9.2 NOTICES. Any notice or other communication required
or permitted hereunder shall be in writing and shall be deemed given when so
delivered in person, by overnight courier, by facsimile transmission (with
receipt confirmed by telephone or by automatic transmission report) or two
business days after being sent by registered or certified mail (postage
prepaid, return receipt requested), as follows:

(i) if to Genzyme, to:

Genzyme Corporation
One Kendall Square
Cambridge, Massachusetts 02139
Attention: President
Tel: (617) 252-7500
FAX: (617) 252-7600

with a copy to:

Palmer & Dodge
One Beacon Street
Boston, Massachusetts 02108
Attention: Peter Wirth, Esq.
Tel: (617) 573-0304
FAX: (617) 227-4420

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(ii) if to IG, to:

IG Laboratories, Inc.
One Mountain Road
Framingham, Massachusetts 01701
Attention: President
Tel: (508) 872-8400
FAX: (508) 872-9080

with a copy to:

Morris, James, Hitchens & Williams
222 Delaware Avenue
Wilmington, Delaware 19899
Attention: Henry N. Herndon, Jr., Esq.
Tel: (302) 888-6800
FAX: (302) 571-1750

Any party may by notice given in accordance with this Section 9.2 to the other
party designate another address or person for receipt of notices hereunder.

9.3 ENTIRE AGREEMENT. This Agreement, including the
Disclosure Schedules, contains the entire agreement among the parties with
respect to the Merger and related transactions, and supersedes all prior
agreements, written or oral, with respect thereto.

9.4 GOVERNING LAW. This Agreement is governed by the
laws of the Commonwealth of Massachusetts without regard to its conflict of law
provisions, except to the extent that the corporate laws of the State of
Delaware apply to the Merger and the rights of IG and its stockholders relative
to the Merger.

9.5 NO THIRD PARTY BENEFICIARIES. Nothing in this
Agreement shall be construed to create any rights or obligations except among
the parties hereto, and no person or entity shall be regarded as a third-party
beneficiary of this Agreement.

9.6 BINDING EFFECT; NO ASSIGNMENT. This Agreement shall
be binding upon and inure to the benefit of the parties and their respective
successors and permitted assigns. This Agreement is not assignable without the
prior written consent of the other parties hereto.

9.7 VARIATIONS IN PRONOUNS. All pronouns and any
variations thereof refer to the masculine, feminine or neuter, singular or
plural, as the context may require.

9.8 COUNTERPARTS. This Agreement may be executed in two
or more counterparts, each of which shall be deemed an original, and all of
which together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties have executed this Agreement
under seal as of the date first stated above.

GENZYME CORPORATION

By: /s/ Henri A. Termeer
-----------------------------------
Henri A. Termeer, President

IG LABORATORIES, INC.

By: /s/ Elliott D. Hillback, Jr.
-----------------------------------
Elliott D. Hillback, Jr., President

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EXHIBIT B

[Alex. Brown & Sons Incorporated Letterhead]

June 10, 1995

Special Committee of the Board of Directors
IG Laboratories, Inc.
Five Mountain Road
Framingham, MA 01701-9322

Dear Sirs:

IG Laboratories, Inc. ("IG") and Genzyme Corporation ("Genzyme") have
entered into an Agreement and Plan of Merger dated as of June 10, 1995 (the
"Agreement"). Pursuant to the Agreement, IG will merge with and into Genzyme
(the "Merger") and each share of common stock, par value $.01 per share, of IG
("IG Common Stock"), other than (A) shares held by IG as treasury stock or
shares held by any subsidiary of IG and (B) shares held by Genzyme or any
subsidiary of Genzyme, shall be converted into a fraction of a share of Genzyme
General Division Common Stock, as defined in the Agreement, par value $.01 per
share, determined by dividing $7.00 by the average of the closing prices for
Genzyme General Division Common Stock during the 10 trading days ending on the
second trading day prior to the Merger closing and rounding to four decimal
places (the "Exchange Ratio"). You have requested our opinion regarding the
fairness, from a financial point of view, of the Exchange Ratio to the
stockholders of IG other than Genzyme or its affiliates.

Alex. Brown & Sons Incorporated, as a customary part of its investment
banking business, is engaged in the valuation of businesses and their
securities in connection with mergers and acquisitions, negotiated
underwritings, private placements and valuations for estate, corporate and
other purposes. We have served as financial advisor to the Special Committee of
the Board of Directors of IG in connection with the Merger and will receive a
fee for our services, a substantial portion of which is contingent upon the
consummation of the Merger. We regularly publish research reports regarding
the health care industry and the businesses and securities of publicly owned
companies in that industry.

In connection with our opinion, we have reviewed the Agreement and
certain publicly available financial information concerning IG and Genzyme. We
have reviewed certain internal financial analyses and other information
regarding IG and Genzyme made available to us by their respective managements
and have held discussions with members of the senior management of IG and
Genzyme regarding the business and prospects of their respective companies and
the joint prospects of a combined company. In addition, we have (i) reviewed
the reported price and trading activity for IG Common Stock and Genzyme General
Division Common Stock, (ii) compared certain financial and stock market
information for IG with similar information for certain other companies whose
securities are publicly traded, (iii) reviewed the financial terms of certain
recent business combinations which we deemed comparable in whole or in part and
(iv) performed such other studies and analyses and considered such other
factors as we deemed appropriate.

We have assumed and relied upon, without independent verification, the
accuracy and completeness of the information furnished to or otherwise reviewed
by or discussed with us for purposes of this opinion. With respect to the
financial projections used in our analyses, we have assumed that they have
been reasonably prepared on bases reflecting the best currently available
estimates and judgments of the senior management of IG as to the likely future
financial performance of the Company. We have not made an independent
evaluation

<PAGE> 90

Special Committee of the Board of Directors
IG Laboratories, Inc.
June 10, 1995
Page 2

or appraisal of the assets of IG or Genzyme, nor have we been furnished with
any such evaluation or appraisal. Our opinion is based on market, economic and
other conditions as they exist and can be evaluated as of the date of this
letter. Our opinion does not imply any conclusion as to the likely trading
range of the Genzyme General Division Common Stock following consummation of
the Merger.

Our advisory services were undertaken and this letter is given in
connection with the Special Committee's deliberations with respect to the
Merger. This letter does not constitute a recommendation by us to any
stockholder of IG as to how such stockholder should vote with respect to the
Merger. We hereby consent, however, to the inclusion of this opinion as an
exhibit to any proxy or registration statement distributed in connection with
the Merger. This letter may not be used for any other purpose without our
prior written consent.

Based upon and subject to the foregoing, it is our opinion that as of
the date of this letter, the Exchange Ratio pursuant to the Agreement is fair,
from a financial point of view, to the stockholders of IG other than Genzyme or
its affiliates.

Very truly yours,

/s/ Alex. Brown & Sons Incorporated

B-2
<PAGE> 91
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 67 of chapter 156B of the Massachusetts Business Corporation
Law grants Genzyme the power to indemnify any director, officer, employee or
agent to whatever extent permitted by Genzyme's Articles of Organization,
By-Laws or a vote adopted by the holders of a majority of the shares entitled
to vote thereon, unless the proposed indemnitee has been adjudicated in any
proceeding not to have acted in good faith in the reasonable belief that his or
her actions were in the best interests of the corporation or, to the extent
that the matter for which indemnification is sought relates to service with
respect to an employee benefit plan, in the best interests of the participants
or beneficiaries of such employee benefit plan. Such indemnification may
include payment by Genzyme of expenses incurred in defending a civil or
criminal action or proceeding in advance of the final disposition of such
action or proceeding, upon receipt of an undertaking by the person indemnified
to repay such payment if he or she shall be adjudicated to be not entitled to
indemnification under the statute.

Article VI of Genzyme's By-Laws provides that Genzyme shall, to the
extent legally permissible, indemnify each person who may serve or who has
served at any time as a director or officer of the corporation or of any of its
subsidiaries, or who at the request of the corporation may serve or at any time
has served as a director, officer or trustee of, or in a similar capacity with,
another organization or an employee benefit plan, against all expenses and
liabilities (including counsel fees, judgments, fines, excise taxes, penalties
and amounts payable in settlements) reasonably incurred by or imposed upon such
person in connection with any threatened, pending or completed action, suit or
other proceeding, whether civil, criminal, administrative or investigative, in
which he or she may become involved by reason of his or her serving or having
served in such capacity (other than a proceeding voluntarily initiated by such
person unless he or she is successful on the merits, the proceeding was
authorized by the corporation or the proceeding seeks a declaratory judgment
regarding his or her own conduct). Such indemnification shall include payment
by Genzyme of expenses incurred in defending a civil or criminal action or
proceeding in advance of the final disposition of such action or proceeding,
upon receipt of an undertaking by the person indemnified to repay such payment
if he or she shall be adjudicated to be not entitled to indemnification under
Article VI, which undertaking may be accepted without regard to the financial
ability of such person to make repayment.

The indemnification provided for in Article VI is a contract right
inuring to the benefit of the directors, officers and others entitled to
indemnification. In addition, the indemnification is expressly not exclusive
of any other rights to which such director, officer or other person may be
entitled by contract or otherwise under law, and inures to the benefit of the
heirs, executors and administrators of such a person.

Genzyme also has in place agreements with certain officers and
directors which affirm Genzyme's obligation to indemnify them to the fullest
extent permitted by law and contain various procedural and other provisions
which expand the protection afforded by the Registrant's By-Laws.

Section 13(b)(1 1/2) of chapter 156B of the Massachusetts Business
Corporation Law provides that a corporation may, in its articles of
organization, eliminate the directors' personal liability to the corporation
and its stockholders for monetary damages for breaches of fiduciary duty,
except in circumstances involving (i) a breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) unauthorized distributions and loans to insiders and (iv)
transactions from which the director derived an improper personal benefit.
Section VI.C.5. of Genzyme's Articles of Organization provides that no director
shall be personally liable to the corporation or its stockholders for monetary
damages for any breach of fiduciary duty as a director, except to the extent
that such exculpation is not permitted under the Massachusetts Business
Corporation Law as in effect when such liability is determined.

Part II - 1
<PAGE> 92
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(A) EXHIBITS.

See Exhibit Index immediately following signature page.

(B) FINANCIAL STATEMENT SCHEDULES.

(1) The following Financial Statement Schedule of Genzyme
is incorporated by reference to Item 14 of Genzyme's Annual Report on Form 10-K
for its fiscal year ended December 31, 1994:

Schedule II - Valuation and Qualifying Accounts.

(2) The following Financial Statement Schedule of IG
Laboratories, Inc. is incorporated by reference to Item 14 of IG's Annual
Report on Form 10-K for its fiscal year ended December 31, 1994:

Schedule II - Valuation and Qualifying Accounts

All other schedules are omitted since the required information is inapplicable
or has been presented in the financial statements and related notes.

ITEM 22. UNDERTAKINGS.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represents a fundamental change in the information set forth in this
Registration Statement;

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post- effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding)

Part II - 2
<PAGE> 93
is asserted by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.

(c) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(d) The undersigned Registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus pursuant
to Items 4, 10(b), 11 or 13 of this Form within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the Registration Statement through
the date of responding to the request.

(e) The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.

(f) The undersigned Registrant hereby undertakes as follows: that prior
to any public reoffering of the securities registered hereunder through use of
a prospectus which is part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.

(g) The Registrant undertakes that every prospectus: (i) that is filed
pursuant to paragraph (f) immediately preceding, or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used
in connection with an offering of securities subject to Rule 415, will be filed
as a part of an amendment to the registration statement and will not be used
until such amendment is effective, and that, for purposes of determining any
liability under the Securities Act of 1933, each such post- effective amendment
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

Part II - 3
<PAGE> 94
SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth
of Massachusetts, on August 7, 1995.

GENZYME CORPORATION

By: /s/ Henri A. Termeer
---------------------------
Henri A. Termeer, President

POWER OF ATTORNEY

We, the undersigned officers and directors of Genzyme Corporation,
hereby severally constitute and appoint Henri A. Termeer, David J. McLachlan,
Mark A. Hofer, Evan M. Lebson and Peter Wirth, and each of them singly, our
true and lawful attorneys, with full power to them in any and all capacitates,
to sign any amendments to this Registration Statement on Form S-4 (including
Pre- and Post-Effective Amendments), and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Henri A. Termeer Director and Principal August 7, 1995
--------------------------------- Executive Officer
Henri A. Termeer

/s/ David J. McLachlan Principal Financial and August 7, 1995
--------------------------------- Accounting Officer
David J. McLachlan

/s/ Constantine E. Anagnostopoulos Director August 1, 1995
---------------------------------
Constantine E. Anagnostopoulos

Director ________, 1995
---------------------------------
Douglas A. Berthiaume

/s/ Henry E. Blair Director August 7, 1995
---------------------------------
Henry E. Blair

/s/ Robert J. Carpenter Director August 7, 1995
---------------------------------
Robert J. Carpenter

/s/ Charles L. Cooney Director August 7, 1995
---------------------------------
Charles L. Cooney

/s/ Henry R. Lewis Director August 1, 1995
---------------------------------
Henry R. Lewis
</TABLE>

Part II - 4
<PAGE> 95
<TABLE>
EXHIBIT INDEX

<CAPTION>
EXHIBIT SEQUENTIAL
NO. DESCRIPTION PAGE NO.
------- ----------- ----------
<S> <C> <C>
2 Composite conformed copy of Agreement and Plan of Merger dated
as of June 10, 1995, as amended, between Genzyme and IG.
Filed herewith as Exhibit A to the Prospectus/Proxy Statement.
Pursuant to Item 601(b)(2) of Regulation S-K, the schedules
referred to in the Agreement and Plan of Merger are omitted.
The Registrant hereby undertakes to furnish supplementally a
copy of any omitted schedule to the Commission upon request.

3.1 Articles of Organization, as amended, of Genzyme. Filed as
Exhibit 3.1 to Genzyme's Form 10-K for the year ended December
31, 1994 (File No. 0-14680), and incorporated herein by
reference.

3.2 By-laws of Genzyme. Filed as Exhibit 3.2 to Genzyme's Form
8-K dated December 31, 1991 (File No. 0-14680), and
incorporated herein by reference.

4 Amended and Restated Rights Agreement dated as of October 13,
1994 between Genzyme and American Stock Transfer and Trust
Company. Filed as Exhibit 4 to Genzyme's Form 8-K dated
December 29, 1994 (File No. 0-14680), and incorporated herein
by reference.

5 Opinion of Palmer & Dodge. Filed herewith.

8 Opinion of Palmer & Dodge with respect to certain federal income
tax matters. Filed herewith.

11 Computation of weighted average shares used in computing per
share amounts. Filed as Exhibit 11 to Genzyme's Form 10-K for
1994 and as Exhibit 11 to Genzyme's Form 10-Q for March 31,
1995 (File No. 0-14680), and incorporated herein by reference.

21 Subsidiaries of Genzyme. Filed as Exhibit 21 to Genzyme's
Form 10-K for the year ended December 31, 1994 (File No.
0-14680), and incorporated herein by reference.

23.1 Consent of Coopers & Lybrand, L.L.P., independent accountants
to Genzyme Corporation. Filed herewith.

23.2 Consent of Coopers & Lybrand, L.L.P., independent accountants
to IG Laboratories, Inc. Filed herewith.

23.3 Consent of Price Waterhouse LLP, independent accountants to
BioSurface Technology, Inc. Filed herewith.

23.4 Consents of Palmer & Dodge (contained in Exhibits 5 and 8).

24.1 Power of Attorney (included in the signature page hereto).

99 Fairness Opinion of Alex Brown & Sons Incorporated. Filed
herewith as Exhibit B to the Prospectus/Proxy Statement.

</TABLE>

<PAGE> 1
EXHIBIT 5

PALMER & DODGE
ONE BEACON STREET
BOSTON, MASSACHUSETTS 02108

Telephone: (617) 573-0100 Facsimile: (617) 227-4420

August 8, 1995

Genzyme Corporation
One Kendall Square
Cambridge, Massachusetts 02139

We are rendering this opinion in connection with the Registration
Statement on Form S-4 (the "Registration Statement") filed by Genzyme
Corporation (the "Company") with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, on or about the date hereof. The
Registration Statement relates to shares of the Company's General Division
Common Stock, $0.01 par value (the "Shares"), to be issued in connection with
the merger of IG Laboratories, Inc. ("IG") with and into the Company pursuant
to an Agreement and Plan of Merger dated as of June 10, 1995 between the
Company and IG (the "Agreement").

We have acted as your counsel in connection with the preparation of the
Registration Statement and are familiar with the proceedings taken by the
Company in connection with the authorization and issuance of the Shares. We
have examined such documents as we consider necessary to render this opinion.

Based upon the foregoing, we are of the opinion that the Shares to be
issued in the merger have been duly authorized, and upon issuance in accordance
with the Agreement, will be validly issued, fully paid and nonassessable.

We hereby consent to the use of our name under the caption "Legal
Opinions" in the Registration Statement and to the filing of this opinion as an
exhibit to the Registration Statement.

Very truly yours,

/s/ Palmer & Dodge

<PAGE> 1
EXHIBIT 8

PALMER & DODGE
ONE BEACON STREET
BOSTON, MASSACHUSETTS 02108

Telephone: (617) 573-0100 Facsimile: (617) 227-4420

August 8, 1995

Genzyme Corporation
One Kendall Square
Cambridge, Massachusetts 02139

We have acted as counsel to Genzyme Corporation ("Genzyme") in
connection with the merger described in the Registration Statement on Form S-4
(the "Registration Statement") of which this exhibit is a part. As counsel to
Genzyme, we prepared the description of the federal income tax consequences of
the merger set forth in the Registration Statement under the heading "Certain
Federal Income Tax Consequences." That description fairly and accurately
represents our opinion as to the federal income tax matters discussed therein,
assuming that the merger is carried out in the manner described in the
Registration Statement.

We hereby consent to the use of our name under the caption "Certain
Federal Income Tax Consequences" in the Registration Statement and to the
filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ Palmer & Dodge

<PAGE> 1
EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------

We consent to the incorporation by reference in this Registration Statement on
Form S-4 of Genzyme Corporation of our reports dated March 1, 1995 on our
audits of the consolidated financial statements and financial statement
schedule of Genzyme Corporation, the combined financial statements of Genzyme
General Division and the combined financial statements of Genzyme Tissue Repair
Division as of December 31, 1993 and 1994 and for each of the three years
in the period ended December 31, 1994, which reports are included in Genzyme
Corporation's 1994 Annual Report on Form 10-K.

We also consent to the reference to our firm under the caption "Experts."

/s/ Coopers & Lybrand, L.L.P.

Boston, Massachusetts
August 7, 1995

<PAGE> 1
EXHIBIT 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------

We consent to the incorporation by reference in this Registration Statement on
Form S-4 of Genzyme Corporation of our report dated February 27, 1995 on our
audits of the consolidated financial statements and financial statement
schedule of IG Laboratories, Inc. as of December 31, 1993 and 1994 and for each
of the three years in the period ended December 31, 1994, which report is
included in the IG Laboratories, Inc. 1994 Annual Report on Form 10-K.

/s/ Coopers & Lybrand, L.L.P.

Boston, Massachusetts
August 7, 1995

<PAGE> 1
EXHIBIT 23.3

CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------

We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-4 of Genzyme
Corporation of our report dated February 8, 1995, except as to Note 11, which
is as of July 25, 1994 relating to the financial statements of BioSurface
Technology, Inc. as of December 31, 1992 and 1993 and for each of the three
years in the period ended December 31, 1993, appearing on page III-20 of
Annex III to the Prospectus/Joint Proxy Statement included in Genzyme
Corporation's Registration Statement on Form S-4 (No. 33-83346).

/s/ PRICE WATERHOUSE, LLP

Boston, Massachusetts
August 7, 1995