GENZYME CORP, 10-K/A, 1998-06-30

GENZYME CORP
10-K/A, 1998-06-30
BIOLOGICAL PRODUCTS, (NO DIAGNOSTIC SUBSTANCES)

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<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K/A

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

FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
COMMISSION FILE NO. 0-14680

GENZYME CORPORATION
(Exact name of Registrant as specified in its charter)

MASSACHUSETTS 06-1047163

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

ONE KENDALL SQUARE 02139
CAMBRIDGE, MASSACHUSETTS (Zip Code)
(Address of principal executive offices)

(617) 252-7500

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
NONE

Securities registered pursuant to Section 12(g) of the Act:

GENZYME GENERAL DIVISION COMMON STOCK, $0.01 PAR VALUE ("GGD STOCK")
GENZYME TISSUE REPAIR DIVISION COMMON STOCK, $0.01 PAR VALUE ("GTR STOCK")
GENZYME MOLECULAR ONCOLOGY DIVISION COMMON STOCK, $0.01 PAR VALUE ("GMO STOCK")
GGD STOCK PURCHASE RIGHTS
GTR STOCK PURCHASE RIGHTS
GMO STOCK PURCHASE RIGHTS

Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Aggregate market value of voting stock held by non-affiliates of the
Registrant as of March 1, 1998: $2,470,667,321

Number of shares of the Registrant's GGD Stock outstanding as of March
1, 1998: 77,952,860

Number of shares of the Registrant's GTR Stock outstanding as of March
1, 1998: 20,022,438

Number of shares of the Registrant's GMO Stock outstanding as of March
1, 1998: 3,928,572

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's Annual Reports to Stockholders for its General
Division, Tissue Repair Division and Molecular Oncology Division for the fiscal
year ended December 31, 1997 were incorporated by reference into Parts I and II
of the Registrant's Form 10-K for the fiscal year ended December 31, 1997, as
amended by Amendment No. 1 on Form 10-K/A filed on April 27, 1998 and hereby
(as amended, hereafter referred to as this "Annual Report on Form 10-K"), and
portions of the Registrant's Proxy Statement for the Annual Meeting of
Stockholders held on May 28, 1998 are incorporated by reference into Part III
of this Annual Report on Form 10-K.
<PAGE> 2
This Amendment No. 2 to the Annual Report on Form 10-K has been filed by the
Registrant to amend Item 14 as follows:

- Exhibit 23.2, Consent of Coopers & Lybrand L.L.P., independent
accountants relating to the Annual Report of Genzyme
Retirement Savings Plan (the "Plan"), is filed herewith; and

- Exhibit 99.2, which sets forth information, financial statements
and exhibits required by Form 11-K related to the Plan, is filed
herewith.

2
<PAGE> 3

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(A) 1. FINANCIAL STATEMENTS

The following financial statements (and related notes) of Genzyme General
Division ("Genzyme General") and Genzyme Corporation and Subsidiaries are
incorporated by reference from the 1997 Genzyme General Annual Report set forth
in Exhibit 13.1 to this Annual Report on Form 10-K:

<TABLE>
<CAPTION>
PAGE*
-----
<S> <C>
GENZYME GENERAL
Combined Balance Sheets -- December 31, 1997 and
1996.................................................. 12
Combined Statements of Operations -- For the Years
Ended December 31, 1997, 1996 and 1995................ 13-14
Combined Statements of Cash Flows -- For the Years
Ended December 31, 1997, 1996 and 1995................ 15-16
Notes to Combined Financial Statements................. 17-29
Report of Independent Accountants...................... 30

GENZYME CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets -- December 31, 1997 and
1996.................................................. 45-46
Consolidated Statements of Operations -- For the Years
Ended December 31, 1997, 1996 and 1995................ 47-48
Consolidated Statements of Cash Flows -- For the Years
Ended December 31, 1997, 1996 and 1995................ 49-50
Consolidated Statements of Stockholders' Equity for the
Years Ended December 31, 1997, 1996 and 1995.......... 51-52
Notes to Consolidated Financial Statements............. 53-82
Report of Independent Accountants...................... 83
</TABLE>

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

* References are to page numbers in the 1997 Genzyme General Annual Report
as it appears in Exhibit 13.1 to this Annual Report on Form 10-K.

The following financial statements (and related notes) of GTR are
incorporated by reference from the 1997 GTR Annual Report set forth in Exhibit
13.2 to this Annual Report on Form 10-K:

<TABLE>
<CAPTION>
PAGE*
-----
<S> <C>
Combined Balance Sheets -- December 31, 1997 and 1996....... 10
Combined Statements of Operations -- For the Years Ended
December 31, 1997, 1996 and 1995.......................... 11
Combined Statements of Cash Flows -- For the Years Ended
December 31, 1997, 1996 and 1995.......................... 12
Notes to Combined Financial Statements...................... 13-20
Report of Independent Accountants........................... 21
</TABLE>

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

* References are to page numbers in the 1997 GTR Annual Report as it
appears in Exhibit 13.2 to this Annual Report on Form 10-K.

3
<PAGE> 4

The following financial statements (and related notes) of GMO are
incorporated by reference from the 1997 GMO Annual Report set forth in Exhibit
13.3 to this Annual Report on Form 10-K:

<TABLE>
<CAPTION>
PAGE*
-----
<S> <C>
Combined Balance Sheets -- December 31, 1997 and 1996....... 8
Combined Statements of Operations -- For the Years Ended
December 31, 1997, 1996 and 1995.......................... 9
Combined Statements of Cash Flows -- For the Years Ended
December 31, 1997, 1996 and 1995.......................... 10
Notes to Combined Financial Statements...................... 11 - 21
Report of Independent Accountants........................... 22
</TABLE>

- ---------

* References are to page numbers in the 1997 GMO Annual Report as it
appears in Exhibit 13.3 to this Annual Report on Form 10-K.

2. FINANCIAL STATEMENT SCHEDULES

The schedules listed below for Genzyme General, Genzyme Corporation and
Subsidiaries, and GTR are filed as part of this Annual Report on Form 10-K:

<TABLE>
<CAPTION>
PAGE*
-----
<S> <C>
GENZYME GENERAL
Schedule II -- Valuation and Qualifying Accounts....... 31
GENZYME CORPORATION AND SUBSIDIARIES
Schedule II -- Valuation and Qualifying Accounts....... 84
GTR
Schedule II -- Valuation and Qualifying Accounts....... 22
</TABLE>

- ---------

* References are to page numbers in the 1997 Genzyme General Annual Report
and 1997 GTR Annual Report as they appear in Exhibits 13.1 and 13.2,
respectively, to this Annual Report on Form 10-K.

All other schedules are omitted as the information required is inapplicable
or the information is presented in (i) the Genzyme General Combined Financial
Statements or notes thereto or the Consolidated Financial Statements or notes
thereto in the 1997 Genzyme General Annual Report, (ii) the GTR Combined
Financial Statements or notes thereto in the 1997 GTR Annual Report or (iii) the
GMO Combined Financial Statements or notes thereto in the 1997 GMO Annual
Report.

4
<PAGE> 5

3. EXHIBITS

The exhibits are listed below under Part IV, Item 14(c) of this Annual
Report.

(B) REPORTS ON FORM 8-K

None.

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C> <C>
*3.1 -- Restated Articles of Organization of Genzyme, as amended.
Filed as Exhibit 1 to Genzyme's Registration Statement on
Form 8-A dated June 18, 1997.
*3.2 -- By-laws of Genzyme. Filed as Exhibit 3.2 to Genzyme's Form
8-K dated December 31, 1991.
*4.1 -- Series Designation for Genzyme Molecular Oncology Division
Common Stock, $.01 par value. Filed as Exhibit 2 to
Genzyme's Registration Statement on Form 8-A dated June 18,
1997.
*4.2 -- Series Designation for Genzyme Series A, Series B and Series
C Junior Participating Preferred Stock, $.01 par value.
Filed as Exhibit 3 to Genzyme's Registration Statement on
Form 8-A dated June 18, 1997.
*4.3 -- Amended and Restated Rights Agreement dated as of June 12,
1997 between Genzyme and American Stock Transfer & Trust
Company. Filed as Exhibit 5 to Genzyme's Registration
Statement on Form 8-A dated June 18, 1997.
*4.4 -- Specimen Callable Warrant to purchase Genzyme Common Stock
issued to shareholders of Neozyme II. Filed as Exhibit 28.6
to Genzyme's Form 10-Q for the quarter ended March 31, 1992.
*4.5 -- Warrant issued to Richard Warren, Ph.D. Filed as Exhibit 4
to the Form 8-K of IG Laboratories, Inc. dated October 11,
1990 (File No. 0-18439).
*4.6 -- Genzyme Common Stock Purchase Warrant No. A-1 dated July 31,
1997 issued to Canadian Medical Discoveries Fund, Inc.
("CMDF"). Filed as Exhibit 10.2 to Genzyme's Form 10-Q for
the quarter ended September 30, 1997.
*4.7 -- Genzyme Common Stock Purchase Warrant No. A-2 dated July 31,
1997 issued to CMDF. Filed as Exhibit 10.3 to Genzyme's Form
10-Q for the quarter ended September 30, 1997.
*4.8 -- Genzyme Common Stock Purchase Warrant No. A-3 dated July 31,
1997 issued to CMDF. Filed as Exhibit 10.3 to Genzyme's Form
10-Q for the quarter ended September 30, 1997.
*4.9 -- Registration Rights Agreement dated as of July 31, 1997 by
and between Genzyme and CMDF. Filed as Exhibit 10.1 to
Genzyme's Form 10-Q for the quarter ended September 30,
1997.
*4.10 -- Genzyme Molecular Oncology Division Convertible Debenture
dated August 29, 1997, including a schedule with respect
thereto filed pursuant to Instruction 2 to Item 601 of
Regulation S-K. Filed as Exhibit 10.6 to Genzyme's Form 10-Q
for the quarter ended September 30, 1997.
*4.11 -- Form of Genzyme General Division Convertible Debenture.
Filed as Exhibit 10.7 to Genzyme's Form 10-Q for the quarter
ended September 30, 1997.
*4.12 -- Registration Rights Agreement dated as of August 29, 1997 by
and among Genzyme and the entities listed on the signature
pages thereto. Filed as Exhibit 10.8 to Genzyme's Form 10-Q
for the quarter ended September 30, 1997.
*4.13 -- Warrant Agreement between Genzyme and Comdisco, Inc. Filed
as Exhibit 10.22 to a Form 10 of PharmaGenics, Inc.
("PharmaGenics") (File No. 0-20138).
*4.14 -- Form of Genzyme Corporation Convertible Note dated February 28,
1997 issued to Credit Suisse First Boston (Hong Kong) Ltd.
("CSFB").
*4.15 -- Registration Rights Agreement dated February 27, 1997 by and
between Genzyme and CSFB.
</TABLE>

5
<PAGE> 6

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C> <C>
*10.1 -- Leases by Whatman Reeve Angel Limited to Whatman
Biochemicals Limited dated May 1, 1981. Filed as Exhibit
10.12 to Genzyme's Registration Statement on Form S-1 (File
No. 33-4904).
*10.2 -- Lease dated as of September 15, 1989 for 95-111 Binney
Street, Cambridge, Massachusetts between Genzyme and the
Trustees of the Cambridge East Trust. Filed as Exhibit 10.2
to Genzyme's Form 10-K for 1992. First amendment of lease
dated February 28, 1994. Filed as Exhibit 10.2 to Genzyme's
Form 10-K for 1993.
*10.3 -- Lease dated December 20, 1988 for Building 1400, One Kendall
Square, Cambridge, Massachusetts between Genzyme and the
Trustees of Old Binney Realty Trust, as amended by letters
dated December 20, 1988, January 19, 1989 and January 31,
1989. Filed as Exhibit 10.18 to Genzyme's Form 10-K for
1988. Addendum dated September 20, 1991 to Lease for
Building 1400, One Kendall Square, Cambridge, Massachusetts.
Filed as Exhibit 19.1 to Genzyme's Form 10-Q for the quarter
ended September 30, 1991. Addenda dated August 2, 1990 and
April 6, 1993 to Lease for Building 1400, One Kendall
Square, Cambridge, Massachusetts. Filed as Exhibit 10.3 to
Genzyme's Form 10-K for 1993.
*10.4 -- Lease dated December 20, 1988 for Building 700, One Kendall
Square, Cambridge, Massachusetts between Genzyme and
Trustees of Old Kendall Realty Trust, as amended by letters
dated December 20, 1988 and January 31, 1989. Filed as
Exhibit 10.19 to Genzyme's Form 10-K for 1988.
*10.5 -- Lease dated September 30, 1985 for 51 New York Avenue,
Framingham, Massachusetts. Filed as Exhibit 10.8 to
Genzyme's Form 10-K for 1990. Amendment No. 1, dated October
11, 1990, and Amendment No. 2, dated May 12, 1993, to lease
for 51 New York Avenue, Framingham, Massachusetts. Filed as
Exhibit 10.5 to Genzyme's Form 10-K for 1993.
*10.6 -- Lease dated April 30, 1990 for 64 Sidney Street, Cambridge,
Massachusetts between BioSurface Technology, Inc.
("BioSurface") and Forest City 64 Sidney Street, Inc. Filed
as Exhibit 10.22 to BioSurface's Registration Statement on
Form S-1 (File No. 33-55874).
*10.7 -- Sublease Lease dated May 22, 1992 for three buildings at
74-84 New York Avenue, Framingham, Massachusetts between
Genzyme and Prime Computer, Inc. Filed as Exhibit 10.7 to
Genzyme's Form 10-K for 1993.
*10.8 -- Lease dated May 22, 1992 for three buildings at 74-84 New
York Avenue, Framingham, Massachusetts between Genzyme and
Mark L. Fins, David J. Winstanley and Bruce A. Gurall,
tenants in common. Filed as Exhibit 10.8 to Genzyme's Form
10-K for 1993.
*10.9 -- Lease dated June 1, 1992 for land at Allston Landing,
Allston, Massachusetts between Allston Landing Limited
Partnership and the Massachusetts Turnpike Authority. Filed
as Exhibit 10.9 to Genzyme's Form 10-K for 1993.
*10.10 -- Underlease for Block 13 building at Kings Hill Business Park
West Malling Kent among Rouse and Associates Block 13
Limited, Genzyme (UK) Limited and Genzyme. Filed as Exhibit
10.11 to Genzyme's Registration Statement on Form 8-B dated
December 31, 1991, filed on March 2, 1992.
*10.11 -- Agreement of Limited Partnership dated as of September 13,
1989 between Genzyme Development Corporation II ("GDC II"),
as General Partner, and each of the Limited Partners named
therein. Filed as Exhibit 10(aa) to Genzyme's Registration
Statement on Form S-4 (File No. 33-32343).
*10.12 -- Cross License Agreement dated as of September 13, 1989
between Genzyme and Genzyme Development Partners, L.P.
("GDP"). Filed as Exhibit 10(bb) to Genzyme's Registration
Statement on Form S-4 (File No. 33-32343).
</TABLE>

6
<PAGE> 7

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C> <C>
*10.13 -- Development Agreement dated as of September 13, 1989 between
Genzyme and GDP. Filed as Exhibit 10(cc) to Genzyme's
Registration Statement on Form S-4 (File No. 33-32343).
*10.14 -- Amendment No. 1 dated January 4, 1994 to Development
Agreement dated as of September 13, 1989 between Genzyme and
GDP. Filed as Exhibit 10.14 to Genzyme's Form 10-K for 1993.
*10.15 -- Partnership Purchase Option Agreement dated as of September
13, 1989 between Genzyme, GDC II, GDP, each Class A Limited
Partner and the Class B Limited Partner. Filed as Exhibit
10(dd) to Genzyme's Registration Statement on Form S-4 (File
No. 33-32343).
*10.16 -- Partnership Purchase Agreement, undated and unexecuted,
between Genzyme, GDC II, GDP, each Class A Limited Partner
and the Class B Limited Partner, as the case may be. Filed
as Exhibit 10(ee) to Genzyme's Registration Statement on
Form S-4 (File No. 33-32343).
*10.17 -- Amended and Restated Joint Venture Agreement between Genzyme
and GDP. Filed as Exhibit 10.1 to GDP's on Form 10-Q for the
quarter ended March 31, 1997 (File No. 0-18554).
*10.18 -- Tax Indemnification Agreement. Filed as Exhibit 10.2 to
GDP's Form 10-Q for the quarter ended March 31, 1997 (File
No. 0-18554).
*10.19 -- Marketing and Distribution Agreement. Filed as Exhibit 10.3
to GDP's Form 10-Q for the quarter ended March 31, 1997
(File No. 0-18554).
*10.20 -- Technology License and Supply Agreement dated as of
September 8, 1989 between Imedex and Genzyme. Filed as
Exhibit 10.30 to Genzyme's Form 10-K for 1990.**
*10.21 -- 1988 Director Stock Option Plan. Filed as Exhibit 99.1 to
Genzyme's Form S-8 dated August 8, 1997 (File No.
333-33265).
*10.22 -- 1990 Equity Incentive Plan. Filed as Exhibit 99.1 to
Genzyme's Form S-8 dated August 8, 1997 (File No.
333-33249).
*10.23 -- 1990 Employee Stock Purchase Plan. Filed as Exhibit 99.1 to
Genzyme's Form S-8 dated August 8, 1997 (File No.
333-33291).
*10.24 -- 1996 Directors' Deferred Compensation Plan. Filed as Exhibit
99.1 to Genzyme's Form S-8 dated August 8, 1997 (File No.
333-33251).
*10.25 -- Executive Employment Agreement dated as of January 1, 1990
between Genzyme and Henri A. Termeer. Filed as Exhibit 10.32
to Genzyme's Form 10-K for 1990.
*10.26 -- Form of Severance Agreement between Genzyme and certain
senior executives, together with schedule identifying the
provisions applicable to each executive. Filed as Exhibit
10.33 to Genzyme's Form 10-K for 1990. Current schedule
identifying the executives filed as Exhibit 10.32 to Genzyme's
Form 10-K for 1993.
*10.27 -- Form of Indemnification Agreement between Genzyme and
certain senior executives, together with schedule
identifying the provisions applicable to each executive.
Filed as Exhibit 10.34 to Genzyme's Form 10-K for 1990.
Current schedule identifying the executives filed as Exhibit
10.33 to Genzyme's Form 10-K for 1993.
*10.28 -- Consulting Agreement dated March 1, 1993 between Genzyme and
Henry E. Blair. Filed as Exhibit 10.29 to Genzyme's 10-K for
1992. Consulting Agreement dated February 3, 1994 between
Genzyme and Henry E. Blair. Filed as Exhibit 10.35 to
Genzyme's Form 10-K for 1993.
*10.29 -- Executive Employment Agreement dated as of January 1, 1996
between Genzyme and Peter Wirth. Filed as Exhibit 10.1 to
Genzyme's Form 10-Q for the quarter ended March 31, 1996.
</TABLE>

7
<PAGE> 8

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C> <C>
*10.30 -- Technology Transfer Agreement between Genzyme and Genzyme
Transgenics Corporation ("GTC") dated as of May 1, 1993.
Filed as Exhibit 2.1 to the Registration Statement on Form
S-1 of GTC (File No. 33-62872).
*10.31 -- Research and Development Agreement between Genzyme and GTC
dated as of May 1, 1993. Filed as Exhibit 10.1 to the
Registration Statement on Form S-1 of GTC (File No.
33-62872).
*10.32 -- Services Agreement between Genzyme and GTC dated as of May
1, 1993. Filed as Exhibit 10.2 to the Registration Statement
on Form S-1 of GTC (File No. 33-62872).
*10.33 -- Series A Convertible Preferred Stock Purchase Agreement
between Genzyme and GTC dated as of May 1, 1993. Filed as
Exhibit 10.5 to the Registration Statement on Form S-1 of
GTC (File No. 33-62872).
*10.34 -- Convertible Debt and Development Funding Agreement dated as
of March 29, 1996 between Genzyme and GTC. Filed as Exhibit
10.39 to Genzyme's Form 10-K for 1995.
*10.35 -- Amended and Restated Convertible Debt Agreement dated as of
September 4, 1997 by and between Genzyme and GTC. Filed as
Exhibit 10.4 to GTC's Form 10-Q for the quarter ended
September 30, 1997 (File No. 0-21794).
*10.36 -- Amended and Restated Operating Agreement of ATIII LLC dated
as of January 1, 1998 by and among Genzyme and GTC. Filed as
Exhibit 10.52.1 to GTC's Form 10-K for 1997 (File No.
0-21794).**
*10.37 -- Purchase Agreement dated as of January 1, 1998 by and
between Genzyme and GTC. Filed as Exhibit 10.52.2 to GTC's
Form 10-K for 1997 (File No. 0-21794).**
*10.38 -- Collaboration Agreement dated as of January 1, 1997 by and
among Genzyme, GTC and ATIII LLC. Filed as Exhibit 10.52.3
to GTC's Form 10-K for 1997 (File No. 0-21794) and
incorporated herein by reference.**
*10.39 -- Common Stock Purchase Agreement between Argus
Pharmaceuticals, Inc. and Genzyme Corporation dated as of
September 10, 1993. Filed as Exhibit A to Schedule 13D filed
by Genzyme on September 20, 1993.**
*10.40 -- Agreement and Plan of Reorganization dated as of July 25,
1994, as amended, among Genzyme, Phoenix Acquisition
Corporation and BioSurface. Filed as Annex X to Genzyme's
Registration Statement on Form S-4 (File No. 33-83346).
*10.41 -- License and Development Agreement between Celtrix
Pharmaceuticals, Inc. ("Celtrix") and Genzyme dated as of
June 24, 1994. Filed as Exhibit 10.42 to Celtrix's Form 10-K
for 1994.**
*10.42 -- Common Stock Purchase Agreement dated as of June 24, 1994
between Celtrix and Genzyme. Filed as Exhibit A to Schedule
13D filed by Genzyme on July 5, 1994.
*10.43 -- Credit Agreement dated November 14, 1996 among Genzyme and
those of its subsidiaries party thereto, Fleet National
Bank, as Administrative Agent, and The First National Bank
of Boston, as Documentation Agent. Filed as Exhibit 10.39 to
Genzyme's Form 10-K for 1996.
*10.44 -- Collaboration Agreement dated as of June 17, 1997 by and
among Genzyme, GelTex Pharmaceuticals, Inc. ("GelTex") and
RenaGel LLC. Filed as Exhibit 10.18 to GelTex's Form 10-Q
for the quarter ended June 30, 1997 (File No. 0-26872).**
*10.45 -- Purchase Agreement dated as of June 17, 1997 by and between
Genzyme and GelTex. Filed as Exhibit 10.19 to GelTex's Form
10-Q for the quarter ended June 30, 1997 (File No.
0-26872).**
</TABLE>

8
<PAGE> 9

EXHIBIT
NO. DESCRIPTION
- ------- -----------

*10.46 -- Operating Agreement of RenaGel LLC dated as of June 17, 1997
by and among Genzyme, GelTex and RenaGel, Inc. Filed as
Exhibit 10.20 to GelTex's Form 10-Q for the quarter ended
June 30, 1997 (File No. 0-26872).**
*10.47 -- Purchase Agreement dated as of August 29, 1997 by and among
Genzyme Corporation and the entities listed on the signature
pages thereto. Filed as Exhibit 10.5 to Genzyme's Form 10-Q
for the quarter ended September 30, 1997.
*10.48 -- Composite copy of Agreement and Plan of Merger dated as of
January 31, 1997, as amended, between Genzyme and
PharmaGenics. Filed as Annex I to Genzyme's Registration
Statement on Form S-4 (File No. 333-26351).
*10.49 -- First Amendment to Credit Agreement and Consent to Subordination
Terms dated as of March 3, 1997 by and among Genzyme and those of
its subsidiaries party thereto, The First National Bank of
Boston, as Administrative Agent, The First National Bank of
Boston, as Administrative Agent, and the lenders identified in
the signature pages thereto.
*10.50 -- Note Purchase Agreement by and between Genzyme and CSFB dated as
of February 27, 1997.
*13.1 -- Portions of the 1997 Genzyme General Annual Report
incorporated by reference into Parts I and II of this Form 10-K.
*13.2 -- Portions of the 1997 Genzyme Tissue Repair Annual Report
incorporated by reference into Parts I and II of this Form 10-K.
*13.3 -- Portions of the 1997 Genzyme Molecular Oncology Annual
Report incorporated by reference into Parts I and II of this
Form 10-K.
*21 -- Subsidiaries of the Registrant.
*23.1 -- Consent of Coopers & Lybrand L.L.P.
23.2 -- Consent of Coopers & Lybrand L.L.P. relating to the Annual
Report of the Genzyme Retirement Savings Plan on Form 11-K.
Filed herewith.
*27 -- Financial Data Schedule for Genzyme Corporation.
*99.1 -- Management and Accounting Policies Governing the Relationship of
Genzyme Divisions.
99.2 -- Genzyme Retirement Savings Plan financial statements and
supplemental schedules to accompany 1997 Form 5500 Annual Report
of Employee Benefit Plan under the Employee Retirement Savings
Act of 1974 (the "ERISA of 1974") as of December 31, 1997 and
1996 and for the year ended December 31, 1997. Filed herewith.

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

* Indicates exhibit previously filed with the Securities and Exchange
Commission and incorporated herein by reference. Exhibits filed with Forms
10-K, 10-Q, 8-K, 8-A or 8-B of Genzyme Corporation were filed under
Commission File No. 0-14680.

** Confidential treatment has been granted or requested for the deleted portions
of Exhibits 10.20, 10.36, 10.37, 10.38, 10.39, 10.41, 10.44, 10.45 and 10.46.

EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS

Exhibits 10.21 through 10.29 above are management contracts or compensatory
plans or arrangements in which the executive officers or directors of Genzyme
participate.

9
<PAGE> 10

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

GENZYME CORPORATION

Dated: June 30, 1998 By: /s/ DAVID J. MCLACHLAN
----------------------------------
DAVID J. MCLACHLAN
Duly Authorized Officer and
Executive Vice President, Finance
Chief Financial Officer

10
<PAGE> 11

EXHIBIT INDEX

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGES
- ------- ----------- ------------
<S> <C> <C> <C>
*3.1 -- Restated Articles of Organization of Genzyme, as amended.
Filed as Exhibit 1 to Genzyme's Registration Statement on
Form 8-A dated June 18, 1997................................
*3.2 -- By-laws of Genzyme. Filed as Exhibit 3.2 to Genzyme's Form
8-K dated December 31, 1991.................................
*4.1 -- Series Designation for Genzyme Molecular Oncology Division
Common Stock, $.01 par value. Filed as Exhibit 2 to
Genzyme's Registration Statement on Form 8-A dated June 18,
1997........................................................
*4.2 -- Series Designation for Genzyme Series A, Series B and Series
C Junior Participating Preferred Stock, $.01 par value.
Filed as Exhibit 3 to Genzyme's Registration Statement on
Form 8-A dated June 18, 1997................................
*4.3 -- Amended and Restated Rights Agreement dated as of June 12,
1997 between Genzyme and American Stock Transfer & Trust
Company. Filed as Exhibit 5 to Genzyme's Registration
Statement on Form 8-A dated June 18, 1997...................
*4.4 -- Specimen Callable Warrant to purchase Genzyme Common Stock
issued to shareholders of Neozyme II. Filed as Exhibit 28.6
to Genzyme's Form 10-Q for the quarter ended March 31,
1992........................................................
*4.5 -- Warrant issued to Richard Warren, Ph.D. Filed as Exhibit 4
to the Form 8-K of IG Laboratories, Inc. dated October 11,
1990 (File No. 0-18439).....................................
*4.6 -- Genzyme Common Stock Purchase Warrant No. A-1 dated July 31,
1997 issued to Canadian Medical Discoveries Fund, Inc.
("CMDF"). Filed as Exhibit 10.2 to Genzyme's Form 10-Q for
the quarter ended September 30, 1997........................
*4.7 -- Genzyme Common Stock Purchase Warrant No. A-2 dated July 31,
1997 issued to CMDF. Filed as Exhibit 10.3 to Genzyme's Form
10-Q for the quarter ended September 30, 1997...............
*4.8 -- Genzyme Common Stock Purchase Warrant No. A-3 dated July 31,
1997 issued to CMDF. Filed as Exhibit 10.3 to Genzyme's Form
10-Q for the quarter ended September 30, 1997...............
*4.9 -- Registration Rights Agreement dated as of July 31, 1997 by
and between Genzyme and CMDF. Filed as Exhibit 10.1 to
Genzyme's Form 10-Q for the quarter ended September 30,
1997........................................................
*4.10 -- Genzyme Molecular Oncology Division Convertible Debenture
dated August 29, 1997, including a schedule with respect
thereto filed pursuant to Instruction 2 to Item 601 of
Regulation S-K. Filed as Exhibit 10.6 to Genzyme's Form 10-Q
for the quarter ended September 30, 1997....................
*4.11 -- Form of Genzyme General Division Convertible Debenture.
Filed as Exhibit 10.7 to Genzyme's Form 10-Q for the quarter
ended September 30, 1997....................................
*4.12 -- Registration Rights Agreement dated as of August 29, 1997 by
and among Genzyme and the entities listed on the signature
pages thereto. Filed as Exhibit 10.8 to Genzyme's Form 10-Q
for the quarter ended September 30, 1997....................
</TABLE>

11
<PAGE> 12

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGES
- ------- ----------- ------------
<S> <C> <C> <C>
*4.13 -- Warrant Agreement between Genzyme and Comdisco, Inc. Filed
as Exhibit 10.22 to a Form 10 of PharmaGenics, Inc.
("PharmaGenics") (File No. 0-20138).........................
*4.14 -- Form of Genzyme Corporation Convertible Note dated
February 28, 1997 issued to Credit Suisse First Boston
(Hong Kong) Ltd. ("CSFB")...................................
*4.15 -- Registration Rights Agreement dated February 27, 1997
by and between Genzyme and CSFB.............................
*10.1 -- Leases by Whatman Reeve Angel Limited to Whatman
Biochemicals Limited dated May 1, 1981. Filed as Exhibit
10.12 to Genzyme's Registration Statement on Form S-1 (File
No. 33-4904)................................................
*10.2 -- Lease dated as of September 15, 1989 for 95-111 Binney
Street, Cambridge, Massachusetts between Genzyme and the
Trustees of the Cambridge East Trust. Filed as Exhibit 10.2
to Genzyme's Form 10-K for 1992. First amendment of lease
dated February 28, 1994. Filed as Exhibit 10.2 to Genzyme's
Form 10-K for 1993..........................................
*10.3 -- Lease dated December 20, 1988 for Building 1400, One Kendall
Square, Cambridge, Massachusetts between Genzyme and the
Trustees of Old Binney Realty Trust, as amended by letters
dated December 20, 1988, January 19, 1989 and January 31,
1989. Filed as Exhibit 10.18 to Genzyme's Form 10-K for
1988. Addendum dated September 20, 1991 to Lease for
Building 1400, One Kendall Square, Cambridge, Massachusetts.
Filed as Exhibit 19.1 to Genzyme's Form 10-Q for the quarter
ended September 30, 1991. Addenda dated August 2, 1990 and
April 6, 1993 to Lease for Building 1400, One Kendall
Square, Cambridge, Massachusetts. Filed as Exhibit 10.3 to
Genzyme's Form 10-K for 1993................................
*10.4 -- Lease dated December 20, 1988 for Building 700, One Kendall
Square, Cambridge, Massachusetts between Genzyme and
Trustees of Old Kendall Realty Trust, as amended by letters
dated December 20, 1988 and January 31, 1989. Filed as
Exhibit 10.19 to Genzyme's Form 10-K for 1988...............
*10.5 -- Lease dated September 30, 1985 for 51 New York Avenue,
Framingham, Massachusetts. Filed as Exhibit 10.8 to
Genzyme's Form 10-K for 1990. Amendment No. 1, dated October
11, 1990, and Amendment No. 2, dated May 12, 1993, to lease
for 51 New York Avenue, Framingham, Massachusetts. Filed as
Exhibit 10.5 to Genzyme's Form 10-K for 1993................
*10.6 -- Lease dated April 30, 1990 for 64 Sidney Street, Cambridge,
Massachusetts between BioSurface Technology, Inc.
("BioSurface") and Forest City 64 Sidney Street, Inc. Filed
as Exhibit 10.22 to BioSurface's Registration Statement on
Form S-1 (File No. 33-55874)................................
*10.7 -- Sublease Lease dated May 22, 1992 for three buildings at
74-84 New York Avenue, Framingham, Massachusetts between
Genzyme and Prime Computer, Inc. Filed as Exhibit 10.7 to
Genzyme's Form 10-K for 1993................................
*10.8 -- Lease dated May 22, 1992 for three buildings at 74-84 New
York Avenue, Framingham, Massachusetts between Genzyme and
Mark L. Fins, David J. Winstanley and Bruce A. Gurall,
tenants in common. Filed as Exhibit 10.8 to Genzyme's Form
10-K for 1993...............................................
*10.9 -- Lease dated June 1, 1992 for land at Allston Landing,
Allston, Massachusetts between Allston Landing Limited
Partnership and the Massachusetts Turnpike Authority. Filed
as Exhibit 10.9 to Genzyme's Form 10-K for 1993.............
*10.10 -- Underlease for Block 13 building at Kings Hill Business Park
West Malling Kent among Rouse and Associates Block 13
Limited, Genzyme (UK) Limited and Genzyme. Filed as Exhibit
10.11 to Genzyme's Registration Statement on Form 8-B dated
December 31, 1991, filed on March 2, 1992...................
</TABLE>

12
<PAGE> 13

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGES
- ------- ----------- ------------
<S> <C> <C> <C>
*10.11 -- Agreement of Limited Partnership dated as of September 13,
1989 between Genzyme Development Corporation II ("GDC II"),
as General Partner, and each of the Limited Partners named
therein. Filed as Exhibit 10(aa) to Genzyme's Registration
Statement on Form S-4 (File No. 33-32343)...................
*10.12 -- Cross License Agreement dated as of September 13, 1989
between Genzyme and Genzyme Development Partners, L.P.
("GDP"). Filed as Exhibit 10(bb) to Genzyme's Registration
Statement on Form S-4 (File No. 33-32343)...................
*10.13 -- Development Agreement dated as of September 13, 1989 between
Genzyme and GDP. Filed as Exhibit 10(cc) to Genzyme's
Registration Statement on Form S-4 (File No. 33-32343)......
*10.14 -- Amendment No. 1 dated January 4, 1994 to Development
Agreement dated as of September 13, 1989 between Genzyme and
GDP. Filed as Exhibit 10.14 to Genzyme's Form 10-K for
1993........................................................
*10.15 -- Partnership Purchase Option Agreement dated as of September
13, 1989 between Genzyme, GDC II, GDP, each Class A Limited
Partner and the Class B Limited Partner. Filed as Exhibit
10(dd) to Genzyme's Registration Statement on Form S-4 (File
No. 33-32343)...............................................
*10.16 -- Partnership Purchase Agreement, undated and unexecuted,
between Genzyme Corporation, GDC II, GDP, each Class A
Limited Partner and the Class B Limited Partner, as the case
may be. Filed as Exhibit 10(ee) to Genzyme's Registration
Statement on Form S-4 (File No. 33-32343)...................
*10.17 -- Amended and Restated Joint Venture Agreement between Genzyme
and GDP. Filed as Exhibit 10.1 to GDP's on Form 10-Q for the
quarter ended March 31, 1997 (File No. 0-18554).............
*10.18 -- Tax Indemnification Agreement between Genzyme and GDP. Filed
as Exhibit 10.2 to GDP's Form 10-Q for the quarter ended
March 31, 1997 (File No. 0-18554)...........................
*10.19 -- Marketing and Distribution Agreement between Genzyme and
Genzyme Ventures II. Filed as Exhibit 10.3 to GDP's Form
10-Q for the quarter ended March 31, 1997 (File No.
0-18554)....................................................
*10.20 -- Technology License and Supply Agreement dated as of
September 8, 1989 between Imedex and Genzyme. Filed as
Exhibit 10.30 to Genzyme's Form 10-K for 1990.**............
*10.21 -- 1988 Director Stock Option Plan. Filed as Exhibit 99.1 to
Genzyme's Form S-8 dated August 8, 1997 (File No.
333-33265)..................................................
*10.22 -- 1990 Equity Incentive Plan. Filed as Exhibit 99.1 to
Genzyme's Form S-8 dated August 8, 1997 (File No.
333-33249)..................................................
*10.23 -- 1990 Employee Stock Purchase Plan. Filed as Exhibit 99.1 to
Genzyme's Form S-8 dated August 8, 1997 (File No.
333-33291)..................................................
*10.24 -- 1996 Directors' Deferred Compensation Plan. Filed as Exhibit
99.1 to Genzyme's Form S-8 dated August 8, 1997 (File No.
333-33251)..................................................
*10.25 -- Executive Employment Agreement dated as of January 1, 1990
between Genzyme and Henri A. Termeer. Filed as Exhibit 10.32
to Genzyme's Form 10-K for 1990.............................
</TABLE>

13
<PAGE> 14

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGES
- ------- ----------- ------------
<S> <C> <C> <C>
*10.26 -- Form of Severance Agreement between Genzyme and certain
senior executives, together with schedule identifying the
provisions applicable to each executive. Filed as Exhibit
10.33 to Genzyme's Form 10-K for 1990. Current schedule
identifying the executives filed as Exhibit 10.32 to
Genzyme's Form 10-K for 1993................................
*10.27 -- Form of Indemnification Agreement between Genzyme and
certain senior executives, together with schedule
identifying the provisions applicable to each executive.
Filed as Exhibit 10.34 to Genzyme's Form 10-K for 1990.
Current schedule identifying the executives filed as Exhibit
10.33 to Genzyme's Form 10-K for 1993.......................
*10.28 -- Consulting Agreement dated March 1, 1993 between Genzyme and
Henry E. Blair. Filed as Exhibit 10.29 to Genzyme's 10-K for
1992. Consulting Agreement dated February 3, 1994 between
Genzyme and Henry E. Blair. Filed as Exhibit 10.35 to
Genzyme's Form 10-K for 1993................................
*10.29 -- Executive Employment Agreement dated as of January 1, 1996
between Genzyme and Peter Wirth. Filed as Exhibit 10.1 to
Genzyme's Form 10-Q for the quarter ended March 31, 1996....
*10.30 -- Technology Transfer Agreement between Genzyme and Genzyme
Transgenics Corporation ("GTC") dated as of May 1, 1993.
Filed as Exhibit 2.1 to the Registration Statement on Form
S-1 of GTC (File No. 33-62872)..............................
*10.31 -- Research and Development Agreement between Genzyme and GTC
dated as of May 1, 1993. Filed as Exhibit 10.1 to the
Registration Statement on Form S-1 of GTC (File No.
33-62872)...................................................
*10.32 -- Services Agreement between Genzyme and GTC dated as of May
1, 1993. Filed as Exhibit 10.2 to the Registration Statement
on Form S-1 of GTC (File No. 33-62872)......................
*10.33 -- Series A Convertible Preferred Stock Purchase Agreement
between Genzyme and GTC dated as of May 1, 1993. Filed as
Exhibit 10.5 to the Registration Statement on Form S-1 of
GTC (File No. 33-62872).....................................
*10.34 -- Convertible Debt and Development Funding Agreement dated as
of March 29, 1996 between Genzyme and GTC. Filed as Exhibit
10.39 to Genzyme's Form 10-K for 1995.......................
*10.35 -- Amended and Restated Convertible Debt Agreement dated as of
September 4, 1997 by and between Genzyme and GTC. Filed as
Exhibit 10.4 to GTC's Form 10-Q for the quarter ended
September 30, 1997 (File No. 0-21794).......................
*10.36 -- Amended and Restated Operating Agreement of ATIII LLC dated
as of January 1, 1998 by and among Genzyme and GTC. Filed as
Exhibit 10.52.1 to GTC's Form 10-K for 1997 (File No.
0-21794)**..................................................
*10.37 -- Purchase Agreement dated as of January 1, 1998 by and
between Genzyme and GTC. Filed as Exhibit 10.52.2 to GTC's
Form 10-K for 1997 (File No. 0-21794)**.....................
*10.38 -- Collaboration Agreement dated as of January 1, 1997 by and
among Genzyme, GTC and ATIII LLC. Filed as Exhibit 10.52.3
to GTC's Form 10-K for 1997 (File No. 0-21794) and
incorporated herein by reference**..........................
*10.39 -- Common Stock Purchase Agreement between Argus
Pharmaceuticals, Inc. and Genzyme Corporation dated as of
September 10, 1993. Filed as Exhibit A to Schedule 13D filed
by Genzyme on September 20, 1993**..........................
</TABLE>

14
<PAGE> 15

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGES
- ------- ----------- ------------
<S> <C> <C> <C>
*10.40 -- Agreement and Plan of Reorganization dated as of July 25,
1994, as amended, among Genzyme, Phoenix Acquisition
Corporation and BioSurface. Filed as Annex X to Genzyme's
Registration Statement on Form S-4 (File No. 33-83346)......
*10.41 -- License and Development Agreement between Celtrix
Pharmaceuticals, Inc. ("Celtrix") and Genzyme dated as of
June 24, 1994. Filed as Exhibit 10.42 to Celtrix's Form 10-K
for 1994**..................................................
*10.42 -- Common Stock Purchase Agreement dated as of June 24, 1994
between Celtrix and Genzyme. Filed as Exhibit A to Schedule
13D filed by Genzyme on July 5, 1994........................
*10.43 -- Credit Agreement dated November 14, 1996 among Genzyme and
those of its subsidiaries party thereto, Fleet National
Bank, as Administrative Agent, and The First National Bank
of Boston, as Documentation Agent. Filed as Exhibit 10.39 to
Genzyme's Form 10-K for 1996................................
*10.44 -- Collaboration Agreement dated as of June 17, 1997 by and
among Genzyme, GelTex Pharmaceuticals, Inc. ("GelTex") and
RenaGel LLC. Filed as Exhibit 10.18 to GelTex's Form 10-Q
for the quarter ended June 30, 1997 (File No. 0-26872)**....
*10.45 -- Purchase Agreement dated as of June 17, 1997 by and between
Genzyme and GelTex. Filed as Exhibit 10.19 to GelTex's Form
10-Q for the quarter ended June 30, 1997 (File No.
0-26872)**..................................................
*10.46 -- Operating Agreement of RenaGel LLC dated as of June 17, 1997
by and among Genzyme, GelTex and RenaGel, Inc. Filed as
Exhibit 10.20 to GelTex's Form 10-Q for the quarter ended
June 30, 1997 (File No. 0-26872)**..........................
*10.47 -- Purchase Agreement dated as of August 29, 1997 by and among
Genzyme Corporation and the entities listed on the signature
pages thereto. Filed as Exhibit 10.5 to Genzyme's Form 10-Q
for the quarter ended September 30, 1997....................
*10.48 -- Composite copy of Agreement and Plan of Merger dated as of
January 31, 1997, as amended, between Genzyme and
PharmaGenics. Filed as Annex I to Genzyme's Registration
Statement on Form S-4 (File No. 333-26351)..................
*10.49 -- First Amendment to Credit Agreement and Consent to
Subordination Terms dated as of March 3, 1997 by and among
Genzyme and those of its subsidiaries party thereto, The
First National Bank of Boston, as Administrative Agent, The
First National Bank of Boston, as Administrative Agent, and
the lenders identified on the signature pages thereto.......
*10.50 -- Note Purchase Agreement by and between Genzyme and CSFB
dated as of February 27, 1997. .............................
*13.1 -- Portions of the 1997 Genzyme General Annual Report
incorporated by reference into Parts I and II of this Form
10-K. ......................................................
*13.2 -- Portions of the 1997 Genzyme Tissue Repair Annual Report
incorporated by reference into Parts I and II of this Form
10-K. ......................................................
*13.3 -- Portions of the 1997 Genzyme Molecular Oncology Annual
Report incorporated by reference into Parts I and II of this
Form 10-K. .................................................
*21 -- Subsidiaries of the Registrant. ............................
*23.1 -- Consent of Coopers & Lybrand L.L.P. ........................
23.2 -- Consent of Coopers & Lybrand L.L.P. relating to the Annual
Report of the Genzyme Retirement Savings Plan on Form 11-K.
Filed herewith.............................................. 17
</TABLE>

15
<PAGE> 16

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGES
- ------- ----------- ------------
<S> <C> <C> <C>
*27 -- Financial Data Schedule for Genzyme Corporation.............
*99.1 -- Management and Accounting Policies Governing the
Relationship of Genzyme Divisions...........................
99.2 -- Genzyme Retirement Savings Plan financial statements and
supplemental schedules to accompany 1997 Form 5500 Annual
Report of Employee Benefit Plan under the Employee Retirement
Income Security Act of 1974 (the "ERISA of 1974") as of December
31, 1997 and 1996 and for the year ended December 31, 1997.
Filed herewith.............................................. 18-31

</TABLE>

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

** Confidential treatment has been granted or requested for the deleted portions
of Exhibits 10.20, 10.36, 10.37, 10.38, 10.39, 10.41, 10.44, 10.45 and 10.46.

<PAGE> 1
EXHIBIT 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

To the Retirement Savings Plan Committee of the Genzyme Retirement
Savings Plan:

We consent to the incorporation by reference in the registration statement of
Genzyme Corporation and the Genzyme Retirement Savings Plan on Form S-8 (File
No. 33-21241) of our report, which includes an explanatory paragraph regarding
the omitted disclosure of the single transactions in excess of 5% in the
supplemental schedule of reportable transactions, dated June 25, 1998, on our
audits of the financial statements and supplemental schedules of the Genzyme
Retirement Savings Plan as of December 31, 1997 and 1996 and for the years then
ended, which report is included in this Annual Report on Form 10-K/A.

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

Boston, Massachusetts

June 30, 1998

<PAGE> 1
EXHIBIT 99.2

GENZYME RETIREMENT SAVINGS PLAN

FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
TO ACCOMPANY 1997 FORM 5500
ANNUAL REPORT OF EMPLOYEE BENEFIT PLAN
UNDER ERISA OF 1974

AS OF DECEMBER 31, 1997 AND 1996
AND FOR THE YEAR ENDED DECEMBER 31, 1997

18
<PAGE> 2

GENZYME RETIREMENT SAVINGS PLAN

FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Page(s)
-------
<S> <C>
Report of Independent Accountants 20

Financial Statements:
Statements of Net Assets Available for Plan Benefits as of December 31, 1997
and 1996 21

Statement of Changes in Net Assets Available for Plan Benefits, with Fund
Information for the Year Ended December 31, 1997 (with comparative
totals for the year ended December 31, 1996) 22-24

Notes to Financial Statements 25-29

Supplemental Schedules:
Line 27(a) - Schedule of Assets Held for Investment Purposes, December 31, 1997 30

Line 27(d) - Schedule of Reportable Transactions for the Year Ended December 31, 1997 31
</TABLE>

Certain supplemental schedules required by the regulations of the ERISA of 1974
have been omitted for the reason that they are not applicable.

19
<PAGE> 3
REPORT OF INDEPENDENT ACCOUNTANTS

To the Retirement Savings Plan Committee of the
Genzyme Retirement Savings Plan:

We have audited the accompanying statements of net assets available for plan
benefits of the Genzyme Retirement Savings Plan as of December 31,
1997 and 1996 and the related statement of changes in net assets available for
plan benefits, with fund information for the year ended December 31, 1997. We
previously audited and reported on the statement of changes in net assets
available for plan benefits, with fund information for the year ended December
31, 1996, which condensed statement is presented for comparative purposes. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Genzyme
Retirement Savings Plan as of December 31, 1997 and 1996, and the changes in net
assets available for plan benefits for the year ended December 31, 1997, in
conformity with generally accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
index page on page 1 are presented for purposes of additional analysis and are
not a required part of the basic financial statements, but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. These supplemental schedules are the responsibility of the Plan's
management. The fund information in the statement of changes in net assets
available for plan benefits is presented for purposes of additional analysis
rather than to present the changes in net assets available for plan benefits of
each fund. The supplemental schedules and fund information have been subjected
to the auditing procedures applied in the audits of the basic financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.

The Plan has not presented the schedule of single reportable transactions.
Disclosure of this information is required by the Department of Labor's Rules
and Regulations for Reporting and Disclosure under the Employee Retirement
Income and Security Act of 1974.

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

Boston, Massachusetts
June 25, 1998

20
<PAGE> 4
GENZYME RETIREMENT SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------------
ASSETS 1997 1996
<S> <C> <C>
Investments at fair value (Notes A and B):
American Express Trust Income Fund $ -- $ 3,749,726
Fidelity Investment Grade Bond Fund -- 599,574
Fidelity Low Priced Stock Fund -- 3,620,524
Fidelity Magellan Fund -- 13,343,715
Fidelity Puritan Fund 13,253,730 9,583,748
CIGNA Stock Market Index Fund 17,232,517 --
Putnam Voyager Fund 593,527 --
PBHG Growth Fund 8,371,729 --
Templeton Foreign Fund 453,648 --
Genzyme General Division Stock Fund 5,302,373 3,842,594
Genzyme Tissue Repair Division Stock Fund 318,308 172,560
Participant Loan Fund 1,655,501 1,316,239
----------- -----------
Total investments at fair value 47,181,333 36,228,680

Investments at contract value (Notes A and B):
CIGNA Guaranteed Income Fund 270,473 --
CIGNA Guaranteed Securities Separate Account 5,648,078 --
----------- -----------
Total investments at contract value 5,918,551 --
----------- -----------

Total investments 53,099,884 36,228,680

Cash and cash equivalents 1,115 53,641

Receivables:
Employee contribution 337,504 313,466
Employer contribution 47,422 57,757
Accrued interest 4,308 3,500
----------- -----------

Total receivables 389,234 374,723
----------- -----------

Total assets 53,490,233 36,657,044
----------- -----------

Net assets available for plan benefits (Note D) $53,490,233 $36,657,044
=========== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

21
<PAGE> 5
GENZYME RETIREMENT SAVINGS PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION

For the Year Ended December 31, 1997
(with comparative totals for the year ended December 31, 1996)

Fund Information
-------------------------------------------------------------------------------------------
American Fidelity CIGNA CIGNA Fidelity
Express Investment Guaranteed Guaranteed Low Priced PBHG
Trust Grade Securities Income Stock Growth
Income Fund Bond Fund Separate Account Fund Fund Fund
----------- ----------- ---------------- ------------ ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Additions:
Employee contributions $ 151,263 $ 64,142 $ 550,108 $ 33,905 $ 500,800 $ 1,490,485
Employer contributions 17,530 7,807 72,586 4,653 52,412 174,538
Rollovers 13,087 10,290 101,090 10,913 25,877 157,610
Additions from merged plans
(Note A) -- -- 1,144,328 -- -- 174,214
Investment income 2,660 12,683 225,743 7,086 116,155 --
Net appreciation (depreciation)
in market value of investments 58,267 (6,066) -- -- 84,183 827,758
----------- ----------- ----------- ----------- ----------- -----------

Total additions 242,807 88,856 2,093,855 56,557 779,427 2,824,605

Deductions:
Benefit payments and withdrawals (391,908) (24,104) (269,295) (3,792) (143,602) (487,119)
----------- ----------- ----------- ----------- ----------- -----------

Total deductions (391,908) (24,104) (269,295) (3,792) (143,602) (487,119)
----------- ----------- ----------- ----------- ----------- -----------

Net increase (decrease) prior to
interfund transfers (149,101) 64,752 1,824,560 52,765 635,825 2,337,486
Interfund transfers resulting from
transfer of trustee (3,294,053) (647,980) 3,942,033 -- (6,451,274) 6,451,274
Interfund transfers (354,882) (27,848) (86,685) 223,402 2,147,645 (331,094)
----------- ----------- ----------- ----------- ----------- -----------

Net increase (decrease) (3,798,036) (611,076) 5,679,908 276,167 (3,667,804) 8,457,666

Net assets available for plan benefits
at beginning of year 3,798,036 611,076 -- -- 3,667,804 --
----------- ----------- ----------- ----------- ----------- -----------

Net assets available for plan benefits
at end of year $ -- $ -- $ 5,679,908 $ 276,167 $ -- $ 8,457,666
=========== =========== =========== =========== =========== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

22
<PAGE> 6
GENZYME RETIREMENT SAVINGS PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION

For the Year Ended December 31, 1997
(with comparative totals for the year ended December 31, 1996)

<TABLE>
<CAPTION>
Fund Information
--------------------------------------------------------------------------------------
CIGNA Genzyme
Fidelity Stock Fidelity Putnam Templeton General
Magellan Market Puritan Voyager Foreign Division
Fund Index Fund Fund Fund Fund Stock Fund
------------ ------------ ------------ ------------ ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
Additions:
Employee contributions $ 683,871 $ 1,887,416 $ 2,048,250 $ 88,298 $ 80,791 $ 731,734
Employer contributions 79,169 229,942 224,970 11,695 10,151 153,310
Rollovers 33,775 142,609 207,762 89,293 75,235 20,225
Additions from merged plans
(Note A) -- 1,425,500 118,378 -- -- --
Investment income 262,772 -- 485,819 34,657 -- --
Net appreciation (depreciation)
in market value of investments 440,632 2,523,308 1,848,078 (7,663) (21,790) 1,128,385
------------ ------------ ------------ ------------ ------------ ------------

Total additions 1,500,219 6,208,775 4,933,257 216,280 144,387 2,033,654

Deductions:
Benefit payments and withdrawals (1,055,915) (614,387) (1,192,326) (2,848) (4,816) (211,080)
------------ ------------ ------------ ------------ ------------ ------------

Total deductions (1,055,915) (614,387) (1,192,326) (2,848) (4,816) (211,080)
------------ ------------ ------------ ------------ ------------ ------------

Net increase (decrease) prior to
interfund transfers 444,304 5,594,388 3,740,931 213,432 139,571 1,822,574
Interfund transfers resulting from
transfer of trustee (11,985,724) 11,985,724 -- -- -- --
Interfund transfers (1,914,445) (233,200) (50,302) 393,426 322,876 (392,927)
------------ ------------ ------------ ------------ ------------ ------------

Net increase (decrease) (13,455,865) 17,346,912 3,690,629 606,858 462,447 1,429,647

Net assets available for plan benefits
at beginning of year 13,455,865 -- 9,652,492 -- -- 3,904,486
------------ ------------ ------------ ------------ ------------ ------------

Net assets available for plan benefits
at end of year $ -- $ 17,346,912 $ 13,343,121 $ 606,858 $ 462,447 $ 5,334,133
============ ============ ============ ============ ============ ============
</TABLE>

The accompanying notes are an integral part of these financial statements.

23
<PAGE> 7
GENZYME RETIREMENT SAVINGS PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION

For the Year Ended December 31, 1997
(with comparative totals for the year ended December 31, 1996)

<TABLE>
<CAPTION>
Fund Information
---------------------------------
Genzyme
Tissue Repair Participant Totals
Division Loan --------------------------------
Stock Fund Fund 1997 1996
------------- --------------- ------------ ------------
<S> <C> <C> <C> <C>
Additions:
Employee contributions $ 94,555 $ -- $ 8,405,618 $ 6,810,743
Employer contributions 48,548 -- 1,087,311 1,013,395
Rollovers -- -- 887,766 1,653,783
Additions from merged plans
(Note A) -- 41,640 2,904,060 --
Investment income -- 112,687 1,260,262 3,117,990
Net appreciation (depreciation)
in market value of investments (89,651) -- 6,785,441 (1,404,393)
------------ ------------ ------------ ------------

Total additions 53,452 154,327 21,330,458 11,191,518

Deductions:
Benefit payments and withdrawals (27,176) (68,901) (4,497,269) (1,530,374)
------------ ------------ ------------ ------------

Total deductions (27,176) (68,901) (4,497,269) (1,530,374)
------------ ------------ ------------ ------------

Net increase (decrease) prior to
interfund transfers 26,276 85,426 16,833,189 9,661,144
Interfund transfers resulting from
transfer of trustee -- -- --
Interfund transfers 46,274 257,760 -- --
------------ ------------ ------------ ------------

Net increase (decrease) 72,550 343,186 16,833,189 9,661,144

Net assets available for plan benefits
at beginning of year 251,046 1,316,239 36,657,044 26,995,900
------------ ------------ ------------ ------------

Net assets available for plan benefits
at end of year $ 323,596 $ 1,659,425 $ 53,490,233 $ 36,657,044
============ ============ ============ ============
</TABLE>

The accompanying notes are an integral part of these financial statements.

24
<PAGE> 8
GENZYME RETIREMENT SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

A. PLAN DESCRIPTION:

The following description of the Genzyme Retirement Savings Plan (the
"Plan"), formerly the Genzyme Corporation Retirement Savings Plan, provides
only general information. Participants should refer to the Summary Plan
Description for a more complete description of the Plan's provisions.

GENERAL
The Plan, a defined contribution plan pursuant to the authorization of
the Genzyme Corporation Board of Directors (the "Genzyme Board"), was
established effective January 1, 1988 to provide a long-range program of
systematic savings for eligible employees ("Participants"). Employees of
all Genzyme Corporation's ("Genzyme" or the "Company") wholly-owned
United States subsidiaries are eligible to participate in the Plan, with
the exception of employees of the former Deknatel Snowden Pencer, Inc.
("DSP"), an entity acquired by Genzyme during 1996, which has its own
retirement savings plans that are still active. Pursuant to Plan
amendments with effective dates of April 1, 1997 and July 1, 1997, the
Plan merged with the Genetrix, Inc. Salary Savings Plan and the
Pharmagenics, Inc. 401(k) Plan, respectively. As of December 31, 1997,
all consolidated subsidiaries of Genzyme were 100% owned by the Company,
therefore making the Plan a plan for a controlled group of corporations.
Employees who are 21 years of age or older become eligible to
participate on their first day of employment. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974
("ERISA of 1974"). The Plan Administrator is the Retirement Savings Plan
Committee of the Genzyme Board. Effective April 1, 1997, the Committee
authorized a change in the Plan recordkeeper and trustee from the Pentad
Corporation and BankBoston, respectively, to the CG Trust Company
("CIGNA").

INVESTMENT OPTIONS
As a result of authorizing CIGNA to be the Plan trustee, certain
investment options previously made available to Participants were no
longer offered, specifically the American Express Trust Income Fund, the
Fidelity Investment Grade Bond Fund, the Fidelity Low Priced Stock Fund
and the Fidelity Magellan Fund. Participants retained the option to
invest in the Genzyme General Division Stock Fund, the Genzyme Tissue
Repair Division Stock Fund and the Fidelity Puritan Fund as investment
options and, in addition, the CIGNA Guaranteed Income Fund, the CIGNA
Guaranteed Securities Separate Account, the CIGNA Stock Market Index
Fund, the Putnam Voyager Fund, the PBHG Growth Fund and the Templeton
Foreign Fund were offered as investment options. The Fidelity Puritan
Fund changed from a mutual fund to a pooled separate account as a result
of the change in the Plan trustee. Participants determined, as of March
31, 1997, the reallocation of their respective investments in the
discontinued investment funds amongst the remaining investment options.
Participants may have invested in the following investment options in
1996 and 1997.

The Fidelity Puritan Fund's investment objective emphasizes income and
stability through investing in both stocks and bonds.

The CIGNA Stock Market Index Fund invests primarily in large blue chip
companies comprising the Standard & Poor's 500 index. The fund's
investment principle is to provide long-term growth of capital and
income. The CIGNA Stock Market Index Fund was made available to
Participants as an investment option upon transfer of the assets from
the Fidelity Magellan Fund.

The Putnam Voyager Fund's investment objective is that of capital
appreciation through investing in stocks of companies with growth
potential.

The PBHG Growth Fund's investment objective is that of capital
appreciation associated with investing in small capitalization
companies. The PBHG Growth Fund commenced as an investment option to
Participants when the assets of the Fidelity Low Priced Stock Fund were
transferred as a result of the change in the trustee.

The Templeton Foreign Fund offers Participants an investment instrument
with the objective of providing long-term capital growth through a
combination of investing in stocks and debt obligations of companies and
governments outside the United States.

The Genzyme General Division Stock Fund (the "Genzyme General Stock
Fund") is currently invested solely in shares of Genzyme General
Division Common Stock ("GGD Stock"). Amounts contributed to the Genzyme
General Stock Fund may be invested in other short-term investments
pending the purchase of GGD Stock.

The Genzyme Tissue Repair Division Stock Fund (the "GTR Stock Fund") is
currently invested solely in shares of Genzyme Tissue Repair Division
Common Stock ("GTR Stock"). This fund is available as an investment
option of the Company match only. Amounts contributed to the GTR Stock
Fund may be invested in other short-term investments pending the
purchase of GTR Stock.

The CIGNA Guaranteed Income Fund offers Participant's a fixed income
fund provided to yield returns relative to comparable guaranteed fixed
income investment funds. CIGNA maintains the contributions in a pooled
account. The contract is included in the financial statements at
contract value, which represents contributions made under the contract,
plus credited interest, less withdrawals and administrative expenses
because it is fully benefit responsive. The average yield and crediting
interest rates were approximately 6% during 1997. The crediting interest
rate is based on an agreed-upon formula with the issuer but cannot be
less than zero.

The CIGNA Guaranteed Securities Separate Account became available as an
investment option upon transfer of the assets from the American Express
Trust Income Fund and the Fidelity Investment Grade Bond Fund. CIGNA
maintains the contributions in a pooled account. The contract is
included in the financial statements at contract value, which represents
contributions made under the contract, plus credited interest, less
withdrawals and administrative expenses because it is fully benefit
responsive. The average yield and crediting interest rates were
approximately 6% during 1997. The crediting interest rate is based on an
agreed-upon formula with the issuer but cannot be less than zero.

The Plan is invested in two New England Guaranteed Investment Contracts
which provide Participants with a guaranteed return on their assets. As
of December 31, 1997, the two New England Guaranteed Investment
Contracts were included in the CIGNA Guaranteed Separate Securities
Account and had a contract value of $165,206 and $137,041, respectively.
The average yield and crediting interest rates were approximately 6%
during 1997.

Investment Options discontinued at April 1, 1997:

The American Express Trust Income Fund is a common/collective trust
invested principally in guaranteed investment contracts.

Fidelity Investment Grade Bond Fund is a mutual fund invested at least
80% of its assets in debt securities of all types. The balance of the
assets may have been invested in preferred stocks.

Fidelity Low Priced Stock Fund is a mutual fund invested primarily in
aggressive "small-cap" equities.

Fidelity Magellan Fund is a mutual fund held both stocks and bonds, and
the investment objective emphasized long-term appreciation.

25
<PAGE> 9

GENZYME RETIREMENT SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

A. PLAN DESCRIPTION (CONTINUED):

The CIGNA Guaranteed Securities Separate Account, Fidelity Puritan
Fund, CIGNA Stock Market Index Fund, PBHG Growth Fund, and Genzyme
General Division Stock Fund are each greater than 5% of the Plan's net
Assets.

EMPLOYEE CONTRIBUTIONS
The Plan is a defined contribution plan. Eligible employees may elect,
through salary reduction agreements, to have up to 18.75% or a maximum
or $9,500 of their compensation contributed on a pre-tax basis to the
Plan each year on their behalf. A Participant's salary reduction
contribution for a plan year may be further limited by the
administration rules of the Internal Revenue Code of 1986, as amended
(the "Code") if the Participant is considered to be a
highly-compensated employee within the meaning of the Code.

26
<PAGE> 10
GENZYME RETIREMENT SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

A. PLAN DESCRIPTION (CONTINUED):

EMPLOYER CONTRIBUTIONS
Genzyme makes contributions to the Plan on behalf of a Participant for
an amount equal to 25% of the Participant's contribution through salary
reductions; however, employer matching contributions will not be made
for contributions that exceed, in the aggregate, 5% of the Participant's
annual compensation. Genzyme's contributions amounted to $1,087,311 and
$1,013,395 for the years ended December 31, 1997 and 1996, respectively.

Pursuant to a Plan amendment, effective January 1, 1997, Genzyme makes
contributions to the Plan under a profit sharing program and a stock
ownership program. During 1997, Genzyme made no contributions to the Plan
under the profit sharing or stock ownership programs.

Participants may invest their contributions in any fund or funds in
increments determined at their own discretion. Employer contributions
are invested as directed by the Participants. If a Participant does not
provide direction with respect to the investment of the Participant's
contribution, all contributions will automatically be invested in the
CIGNA Guaranteed Income Fund.

VESTING
Participants have a 100% non-forfeitable interest in both employee and
employer contributions at all times. Upon termination of employment or
total and permanent disability, a Participant, or a Participant's
beneficiary in the case of a Participant's death, is entitled to receive
the full amount in the Participant's account.

BENEFITS
Distributions upon retirement at age 59 1/2 or later, or death, are
either made in a lump-sum payment or installments. If the benefits are
distributed in installments, the installments may not extend over a
period of time longer that the life expectancy of the Participant or, if
longer, the joint and last survivor life expectancy of the Participant
and designated beneficiary. Distributions upon termination are made in
lump-sum payments.

Changes in withholding percentages are permitted as of the last day of
each quarter of the Plan year. Reallocation of account balances among
investment funds can be requested and processed on a daily basis.
Contributions may be withdrawn from the Plan only upon a demonstration of
hardship, as defined, unless the Participant requesting such withdrawal
has attained age 59 1/2. New employees with funds held under a previous
employer's qualified plan are permitted to invest such funds into the
Plan. These contributions investments are classified as "rollovers".

LOANS
Participants may obtain a loan from the Plan collateralized by the
Participant's vested interest in the Plan. No loan may exceed the lesser
of one half of the vested interest of a Participant, or $50,000, and
must be at least $1,000. A Participant may not obtain a loan unless the
Plan Administrator approves the transaction. All loans bear interest
determined by the Plan Administrator at the time of the loan. At
December 31, 1997, all outstanding loans bear interest rates between 6%
and 9% and mature through March 2017. A written repayment schedule
specifies the date and payment amount necessary to amortize the loan.

27
<PAGE> 11
GENZYME RETIREMENT SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

BASIS OF ACCOUNTING
The financial statements of the Plan are prepared under the accrual
method of accounting.

CASH EQUIVALENTS
The Plan considers cash equivalents to be short-term, highly liquid
investments, with initial maturities of less than three months.

INVESTMENT VALUATION AND INCOME RECOGNITION
Investments in the PBHG Growth Fund, CIGNA Stock Market Index Fund,
Fidelity Puritan Fund, Putnam Voyager Fund, Templeton Foreign Fund,
Genzyme General Division Stock Fund and Genzyme Tissue Repair Stock
Funds are stated at fair value, based on quoted market prices in an
active market on the last business day of the Plan year. The CIGNA
Guaranteed Securities Separate Account and the CIGNA Guaranteed Income
Fund are valued at contract value which approximates fair value.
Participant loans are valued at cost which approximates fair value.

The Plan presents in the Statement of Changes in Net Assets Available
for Plan Benefits the net appreciation (depreciation) in the fair value
of its investments which consists of the realized gains or losses and
the unrealized appreciation (depreciation) on those investments.
Security transactions are accounted for on the trade date. Gain or loss
on sales of investment is based on average cost.

INVESTMENT INCOME
Dividend and interest income are recorded as earned on the accrual
basis.

CONTRIBUTIONS AND BENEFIT PAYMENTS
Employee contributions and matching employer contributions are recorded
in the period the payroll deductions are made. Benefits are recorded
when paid.

USE OF ESTIMATES
The preparation of the Plan's financial statements in conformity with
generally accepted accounting principles requires the Plan
Administrator to make significant estimates and assumptions that affect
the reported amounts of net assets available for benefits at the date
of the financial statements and the changes in net assets available for
benefits during the reporting period and, when applicable, disclosures
of contingent assets and liabilities at the date of the financial
statements. Actual results could differ from those estimates.

RECLASSIFICATIONS
Certain items in the prior year financial statements have been
reclassified to conform with the current year presentation.

RISKS AND UNCERTAINTIES
The Plan provides for various investment options in any combination of
stocks, bonds, fixed income securities, mutual funds, and other
investment securities. Investment securities are exposed to various
risks, such as interest rate, market, and credit risks. Due to the
level of risk associated with certain investment securities, it is at
least reasonably possible that changes in the values of investment
securities will occur in the near term and that such changes could
materially affect Participants' account balances and the amounts
reported in the Statements of Net Assets Available for Plan
Benefits.

28
<PAGE> 12
GENZYME RETIREMENT SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

C. QUALIFICATION UNDER THE INTERNAL REVENUE CODE:
The Internal Revenue Service has determined and informed the Company by a
letter dated May 25, 1995 that the Plan and related trust are designed
in accordance with applicable sections of the Code. The Plan has been
amended since receiving the determination letter. However, the Plan
Administrator and the Plan's tax counsel believe that the Plan is
designed and is currently being operated in compliance with the
applicable requirements of the Code.

D. AMENDMENT OR TERMINATION:
Genzyme intends to continue the Plan indefinitely but reserves the right
to terminate it at any time or amend it in any manner advisable. No
amendment may adversely affect the nonforfeitable interests of
Participants in their accounts or permit the use or diversion of any part
of the Plan other than for the exclusive benefit of the Participants or
their beneficiaries (subject to Plan provisions permitting payment of
fees and expenses). No merger, consolidation, or transfer of assets or
liabilities of the Plan may reduce the Participants' interest accrued to
the date of the merger, consolidation or transfer. If Genzyme
discontinues its contributions or if the Plan is fully or partially
terminated, the affected Participants' rights to benefits will remain
fully vested.

E. RELATED PARTY:
Certain plan investments are shares of funds managed by CIGNA. CIGNA is
the trustee as defined by the Plan and, therefore, these transactions
qualify as party-in-interest. Fees paid by the Plan for the investment
management services amounted to approximately $6,000 for the year ended
December 31, 1997.

29
<PAGE> 13
GENZYME RETIREMENT SAVINGS PLAN

LINE 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES

December 31, 1997

<TABLE>
<CAPTION>
HISTORICAL MARKET
IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT SHARES COST VALUE
----------------- ------------------------- ------ ---- -----
<S> <C> <C> <C> <C>
* CIGNA Guaranteed Income Fund 10,163 $ 270,473 $ 270,473

* CIGNA Fidelity Puritan 491,624 11,939,399 13,253,730

* CIGNA Stock Market Index 338,725 14,886,362 17,232,517

Putnam Voyager Fund 31,043 564,768 593,527

* CIGNA PBHG Growth Fund 329,725 7,690,845 8,371,729

* CIGNA Templeton Foreign Fund 99,268 461,323 453,648

* Genzyme General Division Common Stock 191,012 4,021,376 5,302,373

* Genzyme Tissue Repair Division Common Stock 46,299 581,732 318,308

The New England Guaranteed Investment
Contract - 137,041 137,041

The New England Guaranteed Investment
Contract - 165,206 165,206

* CIGNA Guaranteed Separate
Securities Account 216,373 5,345,831 5,345,831

* Participant Loan Fund Loans with interest rates between
6% and 9% maturing through
March 2017 1,655,501 1,655,501
------------ ------------
$ 47,719,857 $ 53,099,884
============ ============
</TABLE>

* Denotes party-in-interest.

30
<PAGE> 14
GENZYME RETIREMENT SAVINGS PLAN

LINE 27(D) - SCHEDULE OF REPORTABLE TRANSACTIONS

For the Year Ended December 31, 1997

<TABLE>
<CAPTION>
Historical Current Value Number of
Purchase Selling Cost of at Date of Gain Transactions
Description of Assets Price Price Assets Transaction (Loss) in the Series

Series of transaction in excess of 5%
of the current value of plan assets at
the beginning of the plan year:

American Express Trust Income Fund $ 193,491 N/A $ 193,491 $ 193,491 - 10

American Express Trust Income Fund N/A $ 3,955,329 3,943,217 3,955,329 $ 12,112 7

CIGNA Guaranteed Securities
Separate Fund 5,910,605 N/A 5,910,605 5,910,605 - 69

CIGNA Guaranteed Securities
Separate Fund N/A 730,232 730,232 730,232 - 95

Fidelity Puritan Pooled
Separate Account 12,846,849 N/A 12,846,849 12,846,849 - 87

Fidelity Puritan Pooled
Separate Account N/A 981,736 907,450 981,736 74,286 104

CIGNA Stock Market Index Fund 16,089,262 N/A 16,089,262 16,089,262 - 103

CIGNA Stock Market Index Fund N/A 1,368,608 1,222,900 1,368,608 145,708 112

PBHG Growth Fund 8,708,937 N/A 8,708,937 8,708,937 - 100

PBGH Growth Fund N/A 1,154,839 1,018,092 1,154,839 136,747 97

Templeton Foreign Fund 1,176,629 N/A 1,176,629 1,176,629 - 75

Templeton Foreign Fund N/A 701,242 715,306 701,242 (14,064) 33

Fidelity Low-Priced Stock Fund 2,611,796 N/A 2,611,796 2,611,796 - 14

Fidelity Low-Priced Stock Fund N/A 6,316,879 6,232,321 6,316,879 84,558 4

Fidelity Magellan Fund 521,424 N/A 521,424 521,424 - 13

Fidelity Magellan Fund N/A 14,347,346 13,865,138 14,347,346 482,208 9

Fidelity Puritan Fund Mutual Fund 1,061,746 N/A 1,061,746 1,061,746 - 16

Fidelity Puritan Fund Mutual Fund N/A 11,103,218 10,645,493 11,103,218 457,725 6

CIGNA Guaranteed Income Fund 1,125,695 N/A 1,125,695 1,125,695 - 63

CIGNA Guaranteed Income Fund N/A 862,180 862,180 862,180 - 32
</TABLE>