<PAGE>

                                                                   EXHIBIT 4.1.4

                                VOTE OF DIRECTORS
                            ESTABLISHING A SERIES OF
                           CONVERTIBLE PREFERRED STOCK
                                       OF
                         GENZYME TRANSGENICS CORPORATION

Pursuant to Section 26 of Chapter 156B of the General Laws of the Commonwealth
of Massachusetts:

         VOTED, that pursuant to authority conferred upon the Board of Directors
by the Articles of Organization, as amended as of the date hereof of GENZYME
TRANSGENICS CORPORATION ("GTC"), the Board of Directors hereby establishes and
designates a series of Convertible Preferred Stock of GTC, and hereby fixes and
determines the relative rights and preferences of the shares of such series, in
addition to those set forth in the Articles of Organization, as follows (this
document is referred to herein as the "Certificate of Designation"):

         1.       DESIGNATION

         The initial series of Convertible Preferred Stock shall be known as
"Series B Convertible Preferred Stock." The number of authorized shares
constituting such series shall be twelve thousand, five hundred (12,500).

         2.       RIGHTS

         (a) RIGHT TO CONVERT. Each holder (a "Holder") of shares of Series B
Convertible Preferred Stock shall have the right, exercisable at any time, and
from time to time from and after the date of execution of that certain Stock
Purchase Agreement (the "Purchase Agreement"), dated November 12, 1999 (the
"Pricing Date"), by and between GTC and Genzyme Corporation, a Massachusetts
corporation ("Genzyme"), by written notice given to GTC, to convert all or a
portion of the shares of Series B Convertible Preferred Stock into a number of
shares of the common stock of GTC, par value $.01 per share (the "Common
Stock"), determined by dividing the aggregate Liquidation Value (as defined
below) of the shares of Series B Convertible Preferred Stock being converted by
the Conversion Price (as defined below) then in effect; provided, that a
majority of holders of Series B Convertible Preferred Stock may, pursuant to
Section 3(b) hereof upon the occurrence of certain events, also elect to have
all or any portion of the shares of Series B Convertible Preferred Stock
redeemed by GTC in consideration of the payment of the Redemption Amount
calculated in accordance with Section 3(a) below. As used herein, "Conversion
Price" means the Pricing Date Fair Market Value (as defined below), as such
amount may be adjusted from time to time after the Pricing Date in accordance
with Sections 2(h) and 2(i) below. "Pricing Date Fair Market Value" shall mean
$6.30 which is the average of the closing price per share reported on the Nasdaq
National Market for Common Stock for the five (5) consecutive trading days
immediately preceding the Pricing Date.
<PAGE>

         (b)      MECHANICS OF CONVERSION AND RELATED MATTERS.

                  (i) MECHANICS. To convert shares of Series B Convertible
         Preferred Stock, a Holder shall: (i) fax to GTC, confirming receipt (or
         otherwise deliver personally, by overnight courier of national
         reputation or by registered or certified mail, return receipt
         requested), a copy of the fully executed Notice of Conversion in the
         form agreed upon by GTC and Genzyme and (ii) surrender or cause to be
         surrendered to GTC (or satisfy the provisions of Section 6(c), if
         applicable) the certificates representing the shares of Series B
         Convertible Preferred Stock being converted (the "Preferred Stock
         Certificates") accompanied by duly executed stock powers and the
         original executed version of the Notice of Conversion as soon as
         practicable thereafter. The date the Holder faxes or otherwise delivers
         to the GTC a Notice of Conversion described in clause (i) in accordance
         herewith or such later date specified in the Notice of Conversion shall
         be the "Conversion Date."

                  (ii) TIMING. No later than the third Business Day (as defined
         below) following the Conversion Date (the "Delivery Date"), provided
         that the GTC has received prior to such date the Preferred Stock
         Certificates (or the Holder has satisfied the provisions of Section
         6(c), if applicable), GTC shall issue and deliver to the Holder (or to
         the Holder's designee) that number of shares of Common Stock issuable
         upon conversion of the number of shares of Series B Convertible
         Preferred Stock being converted. The person or persons entitled to
         receive shares of Common Stock issuable upon such conversion shall be
         treated for all purposes as the record holder or holders of such shares
         at the close of business on the Conversion Date, unless the Notice of
         Conversion is revoked as provided in Section 2(b)(iii) below. The
         Delivery Date shall be extended until the Business Day following the
         date of surrender to GTC of Preferred Stock Certificates to be
         converted or satisfaction of the provisions of Section 6(c), if
         applicable. For the purposes hereof, "Business Day" shall mean and
         include any day other than a Saturday, a Sunday or a day on which banks
         in New York City, New York are permitted or required by law to be
         closed.

                  (iii) CONTINUING RIGHTS. In addition to any other remedies
         which may be available to the Holder, in the event GTC fails for any
         reason to effect delivery to the Holder of certificates representing
         the shares of Common Stock receivable upon conversion of the shares of
         Series B Convertible Preferred Stock by the Business Day following the
         Delivery Date, the Holder shall, unless the Holder otherwise elects to
         retain its status as a holder of Common Stock by so notifying GTC,
         retain the rights of a Holder with respect to such unconverted shares
         of Series B Convertible Preferred Stock, and GTC shall immediately
         return the subject Preferred Stock Certificates and other conversion
         documents, if any, delivered by Holder, to the Holder, or, if shares of
         Series B Convertible Preferred Stock have not been surrendered, adjust
         its records to reflect that such shares of Series B Convertible
         Preferred Stock have not been converted.

                  (iv) STAMP, DOCUMENTARY AND OTHER SIMILAR TAXES. GTC shall pay
         all stamp, documentary, issuance and other similar taxes which may be
         imposed with respect to the issuance and delivery of the shares of
         Common Stock pursuant to conversion of the shares of Series B
         Convertible Preferred Stock; provided that GTC will not be obligated to
         pay stamp, transfer or other taxes, resulting from the issuance of
         Common Stock to any person other than the registered holder of the
         Series B Convertible Preferred Stock.
<PAGE>

                  (v) NO FRACTIONAL SHARES. No fractional shares of Common Stock
         are to be issued upon the conversion of shares of Series B Convertible
         Preferred Stock, but GTC shall make a cash payment equal to such
         fraction multiplied by the per share face value in respect of any
         fractional share of Common Stock which would otherwise be issuable;
         provided that in the event that sufficient funds are not legally
         available for the payment of such cash adjustment any fractional shares
         of Common Stock shall be rounded up to the next whole number.

                  (vi) ELECTRONIC TRANSMISSION. In lieu of delivering physical
         certificates representing the shares of Common Stock issuable upon
         conversion, and provided GTC's transfer agent is participating in the
         Depository Trust Company ("DTC") Fast Automated Securities Transfer
         program, upon request of a Holder who shall have previously instructed
         such Holder's prime broker to confirm such request to GTC's transfer
         agent and upon the Holder's compliance with Section 2(b)(i) above, GTC
         shall use its commercially reasonable efforts to cause its transfer
         agent to electronically transmit the Common Stock issuable upon
         conversion to the Holder by crediting the account of Holder's prime
         broker with DTC through its Deposit Withdrawal Agent Commission
         ("DWAC") system. GTC shall within three (3) Business Days issue a new
         certificate representing the shares of Series B Convertible Preferred
         Stock not converted pursuant to any Notice of Conversion.

         (c) DIVIDENDS. Dividends shall accrue on each share of Series B
Convertible Preferred Stock on a daily basis (calculated based on a 360-day
year) at a rate of (i) eleven percent (11%) per annum from the Pricing Date
until and including June 30, 2000 and (ii) twelve percent (12%) per annum from
July 1, 2000 and thereafter, on the sum of the Liquidation Value (as defined
below) of such shares of Series B Convertible Preferred Stock plus all
accumulated and unpaid dividends thereupon from and including the Pricing Date
to and including the date on which the Liquidation Value of such share (and all
accumulated or accrued and unpaid dividends thereon) is paid in full or the date
on which such share is converted into shares of Common Stock. For purposes of
the foregoing, to the extent not paid on each June 30 and December 31 (beginning
December 31, 1999) of each year on which shares of Series B Convertible
Preferred Stock are outstanding, dividends that have accrued on each share of
Series B Convertible Preferred Stock during the six-month period (or other
period with respect to December 31, 1999) ending upon such date shall be
accumulated dividends and shall remain accumulated dividends with respect to
such share of Series B Convertible Preferred Stock until paid. Cash dividends
paid upon any share of Series B Convertible Preferred Stock pursuant to this
Section 2(b) will be applied first to the payment of unpaid dividends that are
accrued but not accumulated with respect to such share until all such accrued
dividends have been paid in full, and second to the payment of unpaid dividends
that have accumulated with respect to such share. Dividends on the Series B
Convertible Preferred Stock shall be paid in full before any dividend shall be
declared or paid on the Common Stock or any other equity security of GTC.

         (d) UNPAID DIVIDENDS PAYABLE IN COMMON STOCK. Upon conversion of the
Series B Convertible Preferred Stock, GTC shall deliver to the holder of the
shares of Series B Convertible Preferred Stock being converted all accumulated
or accrued but unpaid dividends thereon through the date of conversion, provided
that GTC, in its sole discretion, may elect to pay all or any portion of the
accumulated or accrued and unpaid dividends (the "Converted Dividends") payable
in respect of each share of Series B Convertible Preferred Stock by the delivery
of shares of Common Stock having an aggregate fair market value equal to the
amount of the Converted
<PAGE>

Dividends payable with respect to such share. For the purposes of this Section
2(d), fair market value as of any date shall mean the average of the closing
prices per share on the Nasdaq National Market for the five (5) trading days
prior to the date of conversion.

         (e) ADJUSTMENTS. In the event GTC shall make or issue, or fix a record
date for the determination of holders of Common Stock entitled to receive, a
dividend or other distribution payable in securities of GTC other than shares of
Common Stock, then and in each such event lawful and adequate provision shall be
made so that the holders of Series B Convertible Preferred Stock shall receive
upon conversion thereof in addition to the number of shares of Common Stock
receivable thereupon, the number of securities of GTC which they would have
received had their Series B Convertible Preferred Stock been converted into
Common Stock on the date of such event and had they thereafter, during the
period from the date of such event to and including the date of conversion,
retained such securities receivable by them as aforesaid during such period,
giving application to all adjustments called for during such period under this
Section 2(e) as applied to such distributed securities.

         If the Common Stock issuable upon the conversion of the Series B
Convertible Preferred Stock shall be changed into the same or different number
of shares of any class or classes of stock, whether by reclassification or
otherwise (other than a subdivision or combination of shares or stock dividend
provided for above, or a reorganization, merger, consolidation or sale of assets
provided for elsewhere herein), then and in each such event the holder of each
share of Series B Convertible Preferred Stock shall have the right thereafter to
convert such share into the kind and amount of shares of stock and other
securities and property receivable upon such reclassification or other change,
by holders of the number of shares of Common Stock into which such shares of
Series B Convertible Preferred Stock might have been converted immediately prior
to such reclassification or change, all subject to further adjustment as
provided herein.

         (f) RESERVATION OF STOCK ISSUABLE UPON CONVERSION. GTC shall at all
times reserve and keep available out of its authorized but unissued shares of
Common Stock solely for the purpose of effecting the conversion of the shares of
Series B Convertible Preferred Stock such number of its shares of Common Stock
as shall from time to time be sufficient to effect the conversion of all
outstanding shares of Series B Convertible Preferred Stock; and if at any time
the number of authorized but unissued shares of Common Stock shall not be
sufficient to effect the conversion of all then outstanding shares of Series B
Convertible Preferred Stock, GTC will take such corporate action as may be
necessary to increase its authorized but unissued shares of Common Stock to such
number of shares as shall be sufficient for such purpose.

         (g) LIQUIDATION PREFERENCE. In the event of any liquidation,
dissolution or winding up of GTC, the holder or holders of the Series B
Convertible Preferred Stock shall be entitled to receive per share, prior and in
preference to any distribution of any of the assets or surplus funds of GTC to
the holders of the Common Stock and any other class or series of capital stock
that is junior to the Series B Convertible Preferred Stock, an amount in cash
equal to (i) one thousand dollars ($1,000.00) (the "Liquidation Value"), plus
(ii) any dividends which have accumulated or accrued with respect thereto but
have remained unpaid at such time.

         (h)      ADJUSTMENTS

                  (i) MERGERS AND OTHER REORGANIZATIONS. If at any time or from
         time to time there shall be a capital reorganization of the Common
         Stock (other than a subdivision,
<PAGE>

         combination, reclassification or exchange of shares provided for
         elsewhere herein) or a merger or consolidation of GTC with or into
         another corporation or other entity or the sale of all or substantially
         all of GTC's properties and assets to any other person, then, as a part
         of and as a condition to the effectiveness of such reorganization,
         merger, consolidation or sale, lawful and adequate provision shall be
         made so that the holders of the Series B Convertible Preferred Stock
         shall thereafter be entitled to receive upon conversion of the Series B
         Convertible Preferred Stock the number of shares of stock or other
         securities or property of GTC or of the successor corporation or other
         entity resulting from such merger or consolidation or sale, to which a
         holder of Common Stock deliverable upon conversion would have been
         entitled on such capital reorganization, merger, consolidation, or
         sale. In any such case, appropriate provisions shall be made with
         respect to the rights of the holders of the Series B Convertible
         Preferred Stock after the reorganization, merger, consolidation or sale
         to the end that the provisions of this Section 2 (including without
         limitation provisions for adjustment) shall thereafter be applicable,
         as nearly as may be, with respect to any shares of stock, securities or
         assets to be deliverable thereafter upon the conversion of the Series B
         Convertible Preferred Stock.

                  (ii) STOCK SPLITS, DIVIDENDS, ETC. If GTC at any time after
         the Pricing Date subdivides (by any stock split, stock dividend,
         recapitalization or otherwise) its outstanding shares of Common Stock
         into a greater number of shares, the Conversion Price in effect
         immediately prior to such subdivision shall be proportionately reduced.
         If GTC at any time after the Pricing Date combines (by reverse stock
         split or otherwise) its outstanding shares of Common Stock into a
         smaller number of shares, the Conversion Price in effect immediately
         prior to such combination shall be proportionately increased.

         (i) CONVERSION PRICE ADJUSTMENT FOR MATERIAL EVENT. In the event that a
Material Event (as hereinafter defined) occurs after June 30, 1999 and prior to
the Closing (as defined in the Purchase Agreement) and such Material Event has
not been disclosed by a public announcement made by GTC or in a current or
periodic report filed by GTC with the Securities and Exchange Commission (the
"SEC") under the Securities Exchange Act of 1934, as amended (hereinafter, a
"Company SEC Report"), in each such case not fewer than three trading days prior
to the Closing then, notwithstanding the provisions of paragraph 2(a) above, the
Conversion Price shall be subject to adjustment as provided in this paragraph
2(i) (a "Price Adjustment Event"). For purposes of this paragraph 2, "Material
Event" shall mean any event or occurrence which is reasonably likely to
materially and adversely affect (1) the business, properties, results of
operations or financial condition of GTC or (2) the ability of GTC to perform
its obligations under this Agreement; provided, however that none of (x) the
execution and delivery of the Purchase Agreement (including without limitation,
any adverse affect, whether direct or indirect, of such transaction on the price
per share at which the Common Stock is traded on the Nasdaq National Market),
(y) the redemption or conversion into shares of Common Stock of all or any
portion of the issued and outstanding shares of GTC's Series A Convertible
Preferred Stock as contemplated by that certain Notice of Redemption to the
Holders of Genzyme Transgenics Corporation Series A Convertible Preferred Stock
issued by GTC on November 12, 1999 (including without limitation, any adverse
affect, whether direct or indirect, of such transaction on the price per share
at which the Common Stock is traded on the Nasdaq National Market) or (z) any
other fact, circumstance, event or occurrence otherwise disclosed to Genzyme
prior to the Pricing Date shall be deemed to constitute a Material Event. For
purposes of this Agreement, the "Price Determination Period" shall mean the
period of five (5) trading days during which the closing
<PAGE>

prices of the Common Stock are averaged to calculate the Pricing Date Fair
Market Value. In the event that a Price Adjustment Event shall have occurred,
then: (i) unless the Material Event has already been announced or disclosed, GTC
shall promptly publicly announce or file a Company SEC Report disclosing such
Material Event; and (ii) the Price Determination Period with respect to the
calculation of the Pricing Date Fair Market Value and the Conversion Price shall
be delayed and shall commence on the third trading day following the date of the
public announcement or disclosure of such Material Event. GTC shall promptly
notify each Holder in writing of the occurrence of any Price Adjustment Event
and shall furnish each Holder with a certificate of the chief financial officer
of GTC setting forth the adjusted conversion price and describing the method
used to calculate such adjustment.

         (j) VOTING. The holders of Series B Convertible Preferred Stock shall
not be entitled to vote or consent with respect to any matter brought before the
stockholders of GTC for such vote or consent except to the extent otherwise
required under the business corporation law of the Commonwealth of
Massachusetts. Notwithstanding the foregoing, so long as any shares of Series B
Convertible Preferred Stock are outstanding, GTC shall not, without first
obtaining the approval of the holders of not less than sixty-six percent (66%)
of the outstanding shares of Series B Convertible Preferred Stock: (a) alter or
change the rights preferences or privileges of the Series B Convertible
Preferred Stock; (b) alter or change the rights preferences or privileges of any
capital stock of GTC so as to affect adversely the rights, preferences or
privileges of the Series B Convertible Preferred Stock; (c) create or issue any
class or series of capital stock which specifically, by its terms, ranks senior
to or on parity with the Series B Convertible Preferred Stock in terms of
dividends, liquidation preference, redemption or other rights and privileges; or
(d) effect any merger, consolidation or other business combination of GTC with
or into any other person or any sale of all or substantially all of the assets
of GTC.

         3.       REDEMPTION

         (a) OPTIONAL REDEMPTION. At the election of GTC, in its sole
discretion, the Series B Convertible Preferred Stock may be redeemed, in whole
or in part, at any time upon five (5) Business Days' written notice (such five
Business Day period, the "Notice Period") delivered by GTC to each Holder. In
connection with any such redemption, GTC shall pay to each Holder an amount per
share ( the "Redemption Amount") to be redeemed equal to (i) the Liquidation
Value as of such date plus (ii) any dividends which have accumulated or accrued
with respect to such share as of the redemption date but remain unpaid at such
time, such amount to be payable in cash.

         (b) MANDATORY REDEMPTION. Upon the written election (the "Redemption
Election") of a majority in interest of the Holders delivered to GTC not more
than thirty (30) days after the occurrence of any Triggering Event (as defined
below), GTC shall redeem (at the sole discretion of the Holders) the outstanding
Series B Convertible Preferred Stock as follows: (i) if the aggregate amount of
gross proceeds from such Equity Sales exceeds $20,000,000 but is less than
$25,000,000 as of the date of the Redemption Election (the "Redemption Election
Date"), then GTC shall redeem up to $5,000,000 of outstanding Series B
Convertible Preferred Stock for an amount equal to the Redemption Amount then in
effect, (ii) if the aggregate amount of gross proceeds from such Equity Sales
exceeds or equals $25,000,000 but is less than $30,000,000 as of the Redemption
Election Date, then GTC shall redeem up to $7,000,000 of outstanding Series B
Convertible Preferred Stock for an amount equal to the Redemption Amount then in
effect, (iii) if the aggregate amount of gross proceeds from such Equity Sales
exceeds or equals $30,000,000 but is less than $35,000,000 as of the Redemption
Election Date, then GTC shall redeem up to
<PAGE>

$9,000,000 of outstanding Series B Convertible Preferred Stock for an amount
equal to the Redemption Amount then in effect; and (iv) if the aggregate amount
of gross proceeds from such Equity Sales exceeds or equals $35,000,000 as of the
Redemption Election Date, then GTC shall redeem all of outstanding Series B
Convertible Preferred Stock, or such portion thereof as the Holder may elect,
for an amount equal to the Redemption Amount then in effect. For the purposes
hereof, the term "Equity Sale" shall mean and include the sale or series of
sales of equity securities by GTC for cash to any person which sale or sales
occurs after November 12, 1999 other than any such issuance or sale (i) to
Genzyme or any entity controlled by Genzyme or (ii) pursuant to an employee
benefit plan approved by the stockholders of GTC. "Triggering Event" shall mean
and include the consummation of any of the transactions described in clauses (i)
through (iv) above; provided, however, that no Triggering Event shall be deemed
to have occurred as a result of Equity Sales which when aggregated with all
other Equity Sales occurring after the date hereof yield gross proceeds to GTC
in an amount equal to or less than $20,000,000. GTC shall promptly notify each
Holder in writing of the occurrence of any Triggering Event.

                      For all purposes under this Section 3(b), all Equity
Sales, Triggering Events and the amount of Series B Convertible Preferred Stock
which the Holder may elect to have redeemed, shall be determined on a cumulative
basis. For example, assuming that (i) GTC has raised $20,000,001 pursuant to an
Equity Sale, (ii) in connection therewith, the Holder has elected to require GTC
to redeem $3 million of the up to $5 million of Series B Convertible Preferred
Stock which would then be eligible for redemption hereunder as a result of such
Equity Sales and (iii) GTC subsequently consummates an Equity Sale yielding
additional gross proceeds to GTC of $5 million, GTC would be deemed to have
consummated Equity Sales of $25,000,001; and the Holder would be entitled to
have GTC redeem an aggregate amount of $7 million of Series B Convertible
Preferred Stock. Accordingly, in connection with the subsequent $5 million
Equity Sale, the Holder would be entitled to elect that GTC redeem up to $4
million of Series B Convertible Preferred Stock ($7 million total less the $3
million previously redeemed).

         (c) CLOSING OF REDEMPTION. The closing of any redemption of shares of
Series B Convertible Preferred Stock contemplated by Section 3(a) above shall
occur on the first Business Day following the Notice Period. The closing of any
redemption contemplated by Section 3(b) above shall occur on the date which is
five (5) Business Days after the date on which the Company shall have received
the Redemption Election. At the closing of any such redemption, each Holder
shall surrender the Preferred Stock Certificate(s) representing the shares of
Series B Convertible Preferred Stock to be redeemed (or satisfy the provisions
of Section 6(c) below) accompanied by duly executed stock powers.

         (d) SPECIAL CIRCUMSTANCES. In connection with any proposed redemption
of Series B Convertible Preferred Stock contemplated hereby, in the event that
the aggregate Redemption Amount payable to the Holder(s) of Series B Convertible
Preferred Stock exceeds the maximum amount (the "Redemption Maximum") which GTC
is authorized to pay in connection with such transaction pursuant to that
certain Credit Agreement, dated as of December 28, 1998, by and between GTC and
Fleet National Bank, as the same may be amended, amended and restated, modified
or refinanced from time to time, the Holder may elect in a writing delivered to
GTC to convert the Excess Shares into that number of shares of Common Stock
equal to the quotient of (x) the aggregate Redemption Amount otherwise payable
in respect of the Excess Shares DIVIDED BY (y) the average of the closing price
per share reported on the Nasdaq National Market for Common Stock for the five
(5) consecutive trading days immediately preceding the date which is
<PAGE>

two Business Days prior to the closing date for such redemption. For the
purposes hereof, "Excess Shares" shall mean that number of shares of Series B
Convertible Preferred Stock equal to (i) the aggregate number of shares of
Series B Convertible Preferred Stock issued and outstanding as of the date of
redemption less (ii) the greatest number of shares of Series B Convertible
Preferred Stock which would be redeemed upon the payment to the Holder(s) of an
aggregate amount equal to the Redemption Maximum.

         4.       NO IMPAIRMENT

         GTC will not, by amendment of its Articles of Organization or By-Laws
or through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms to be observed
or performed hereunder by GTC, but will at all times in good faith assist in the
carrying out of all of the provisions of this Certificate of Designation.

         5.       RANK

         All shares of the Series B Convertible Preferred Stock shall rank
(i) prior to the Common Stock; (ii) prior to any class or series of capital
stock of GTC hereafter created (unless, with the consent of the requisite
Holders of the outstanding shares of Series B Convertible Preferred Stock,
such class or series of capital stock specifically, by its terms, ranks
senior to or pari passu with the Series B Convertible Preferred Stock)
(collectively, with the Common Stock, "Junior Securities"); (iii) pari passu
with any class or series of capital stock of GTC hereafter created (with the
consent of the requisite Holders of the outstanding shares of Series B
Convertible Preferred Stock) specifically ranking, by its terms, on parity
with the Series B Convertible Preferred Stock (the "Pari Passu Securities");
and (iv) junior to any class or series of capital stock of GTC hereafter
created (with the consent of the requisite Holders of the outstanding shares
of Series B Convertible Preferred Stock) specifically ranking, by its terms,
senior to the Preferred Stock (the "Senior Securities"), in each case as to
distribution of assets upon liquidation, dissolution or winding up of GTC,
whether voluntary or involuntary.

         6.       MISCELLANEOUS

         (a) REDEMPTION DEFAULTS. In the event that GTC fails to pay any Holder
the Redemption Amount with respect to any share of Series B Convertible
Preferred Stock, as provided herein, in accordance with the terms of Section 3
above, then such Holder (i) shall be entitled to interest on the Redemption
Amount at a per annum rate equal to the lower of (x) the sum of the dividend
rate then in effect for the Series B Convertible Preferred Stock PLUS three
percent (3%) and (y) the highest interest rate permitted by applicable law from
the date of the Redemption Election until the date of redemption hereunder. In
the event the Company is not able to redeem all of the shares of Series B
Convertible Preferred Stock subject to Redemption Election, the Company shall
redeem shares of Series B Convertible Preferred Stock from each Holder, pro
rata, based on the ratio of the total number of shares of Series B Convertible
Preferred Stock of such Holder included in the Redemption Election to the total
number of shares of Convertible Preferred Stock in the Redemption Election. In
the case of a redemption contemplated by Section 3 above, if the Company fails
(a "Redemption Failure") to pay the Redemption Amount for each share for any
reason on the date contemplated by Section 3(c) above and the Holder has
complied with the delivery requirements set forth in Section 3(c), then
(assuming there are sufficient authorized shares of Common Stock) in addition to
all other available remedies, each Holder of Series B Convertible Preferred
Stock shall have the right at any time, so long as the Redemption Failure
continues, to convert, upon written notice, in lieu of the
<PAGE>

Redemption Amount, each outstanding share of Series B Convertible Preferred
Stock held by such Holder, into the number of shares of Common Stock of the
Company equal to the Redemption Amount, divided by the Conversion Price then in
effect.

         (b) CAPITAL IMPAIRMENT. In the event that any section of the
Massachusetts Corporation Law ("MCL"), would be violated by the redemption of
any shares of Series B Convertible Preferred Stock that are otherwise subject to
redemption pursuant to Section 3 above, the Company: (i) will redeem the
greatest number of shares of Series B Convertible Preferred Stock possible
without violation of the MCL; (ii) GTC thereafter shall use its best efforts to
take all necessary steps permitted pursuant to this Certificate of Designation
and the agreements entered into in connection with the issuance of Series B
Convertible Preferred Stock pursuant hereto in order to remedy its capital
structure in order to allow further redemptions without violation of the MCL;
and (iii) from time to time thereafter as promptly as possible GTC shall redeem
shares of Series B Convertible Preferred Stock at the request of the Holders to
the greatest extent possible without causing a violation of the MCL.

         (c) LOST OR STOLEN CERTIFICATES. Upon receipt by GTC of (i) evidence of
the loss, theft, destruction or mutilation of any Series B Preferred Stock
Certificate and (ii)(x) in the case of the loss, theft or destruction of any
such Series B Preferred Stock Certificate, the execution and delivery by the
holder of such shares of Series B Preferred Stock of an affidavit of loss and
indemnification agreement in form and substance satisfactory to GTC and on such
other terms and conditions as the Board of Directors of GTC may prescribe or (y)
in the case of mutilation, upon surrender and cancellation of the Series B
Preferred Stock Certificate, GTC shall execute and deliver one or more new
Series B Preferred Stock Certificate of like tenor and date. GTC shall not be
obligated to reissue any such lost, stolen, destroyed or mutilated Series B
Preferred Stock Certificate if the holder thereof contemporaneously requests to
convert such shares of Series B Preferred Stock.

                           [INTENTIONALLY LEFT BLANK]
<PAGE>

         IN WITNESS WHEREOF, GTC has caused this Certificate of Designation to
be duly executed this 12th day of November, 1999.

                                    GENZYME TRANSGENICS CORPORATION

                                    By: /s/ Sandra Nusinoff Lehrman
                                        ---------------------------------------
                                        Name: Sandra Nusinoff Lehrman
                                        Title: President

                                    By: /s/ John B. Green
                                        ---------------------------------------
                                        Name:  John B. Green
                                        Title: Assistant Clerk