**Exhibit 10.3**

**GENZYME CORPORATION**

**1999 Employee Stock Purchase Plan**

1.*             Purpose.*

Thepurpose of this 1999 Employee Stock Purchase Plan (the “Plan”) is to provideemployees of Genzyme Corporation (the “Company”) and its subsidiaries who wishto become shareholders of the Company an opportunity to purchase shares of theCompany’s common stock, $0.01 par value (the “Shares”).  The Plan is intended to qualify as an “employeestock purchase plan” within the meaning of Section 423 of the Internal RevenueCode of 1986, as amended (the “Code”).

ThePlan constitutes an amendment and restatement of the Company’s 1990 EmployeeStock Purchase Plan (the “1990 Plan”), which is hereby merged with and into thePlan, and the separate existence of the 1990 Plan shall terminate on theeffective date of the Plan.  The rightsand privileges of the holders of outstanding rights under the 1990 Plan shallnot be adversely affected by the foregoing action.

2.*             Eligible Employees.*

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

(a)           20 hours or more perweek; and

(b)           more than five months

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

3.*             Offering Dates.*

Fromtime to time, the Company, by action of the Board of Directors, will grant rightsto purchase the Shares to employees eligible to participate in the Planpursuant to one or more offerings (each of which is an “Offering”) on a date orseries of dates (each of which is an “Offering Date”) designated for thispurpose by the Board of Directors.

4.*             Prices.*

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

(a)           eighty-five percent(85%) of the fair market value of a Share on the Offering Date on which suchright was granted; or

(b)           eighty-five percent(85%) of the fair market value of a Share on the date such right is exercised.  At its discretion, the Board of Directors maydetermine a higher price for a grant of rights.

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5.*             Exercise of Rightsand Method of Payment.*

(a)           Rights granted underthe Plan will be exercisable periodically on specified dates as determined bythe Board of Directors.

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

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

6.*             Term of Rights.*

Thetotal period from an Offering Date to the last date on which rights granted onthat Offering Date are exercisable (the “Offering Period”) shall in no event belonger than twenty-seven (27) months. The Board of Directors when it authorizes an Offering may designate oneor more exercise periods during the Offering Period.  Rights granted on an Offering Date shall beexercisable in full on the Offering Date or in such proportion on the last dayof each exercise period as the Board of Directors determines.

7.*             Shares Subject to thePlan.*

Theaggregate number of shares that may be issued upon exercise of options grantedunder this Plan is 7,329,391.  Appropriateadjustments in the number of Shares subject to the Plan, in the number ofShares covered by outstanding rights granted hereunder, in the exercise priceof the rights and in the maximum number of Shares which an employee maypurchase (pursuant to Section 8 below) shall be made to give effect to anymergers, consolidations, reorganizations, recapitalizations, stock splits,stock dividends or other relevant changes in the capitalization of the Companyoccurring after the effective date of the Plan, provided that no fractionalShares shall be subject to a right and each right shall be adjusted downward tothe nearest full Share.  Any agreement ofmerger or consolidation shall include provisions for protection of the thenexisting rights of participating employees under the Plan.  Either authorized and unissued Shares orissued Shares heretofore or hereafter reacquired by the Company may be subjectto rights under the Plan.  If for anyreason any right under the Plan terminates in whole or in part, Shares subjectto such terminated right may be subject to a right under the Plan.

8.*             Limitations onGrants.*

(a)           No employee shall begranted a right hereunder if such employee, immediately after the right isgranted would own stock or rights to purchase stock possessing five percent(5%) or more of the total combined voting power or value of all series ofcommon stock of the Company, or of any subsidiary, computed in accordance with Section423(b)(3) of the Code.

(b)           No employee shall begranted a right which permits the employee’s rights to purchase shares underall employee stock purchase plans of the Company and its subsidiaries to accrueat a rate which exceeds twenty-five thousand dollars ($25,000) (or such othermaximum as may be prescribed from time to time by the Code) of the fair marketvalue of such shares (determined at the time such right is granted) for eachcalendar year in which such right is outstanding at any time in accordance withthe provisions of Section 423(b)(8) of the Code.

(c)           No right granted to anyparticipating employee under an Offering, when aggregated with rights grantedunder any other Offering still exercisable by the participating employee, shallcover more shares than may be purchased at an exercise price not to exceedfifteen percent (15%) of the employee’s

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annual rate ofcompensation on the date the employee elects to participate in the Offering orsuch lesser percentage as the Board of Directors may determine.

9.*             Limit onParticipation.*

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

10.*           Cancellation ofElection to Participate.*

Anemployee who has elected to participate in an Offering may cancel such electionas to all (but not part) of the unexercised rights granted under such Offeringby giving written notice of such cancellation to the Company before theexpiration of any exercise period.  Anyamounts paid by the employee for the Shares or withheld for the purchase ofShares from the employee’s compensation through payroll deductions shall bepaid to the employee, without interest unless otherwise determined by the Boardof Directors, upon such cancellation.

11.*           Termination ofEmployment.*

Uponthe termination of employment for any reason, including the death of theemployee, before the date on which any rights granted under the Plan areexercisable, all such rights shall immediately terminate and amounts paid bythe employee for the Shares or withheld for the purchase of Shares from theemployee’s compensation through payroll deductions shall be paid to theemployee or to the employee’s estate, without interest unless otherwisedetermined by the Board of Directors.

12.*           Employee’s Rights asShareholder.*

Noparticipating employee shall have any rights as a shareholder in the Sharescovered by a right granted hereunder until such right has been exercised, fullpayment has been made for the corresponding Share and the Share certificate isactually issued.

13.*           Rights NotTransferable.*

Rightsunder the Plan are not assignable or transferable by a participating employeeand are exercisable only by the employee.

14.*           Amendments to orDiscontinuation of the Plan.*

TheBoard of Directors of the Company shall have the right to amend, modify orterminate the Plan at any time without notice; provided, however, that the thenexisting rights of all participating employees shall not be adversely affectedthereby, and provided further that, subject to the provisions of Section 7above, no such amendment to the Plan shall, without the approval of theshareholders of the Company, increase the total number of Shares which may beoffered under the Plan.

15.*           Effective Date andApprovals.*

Subjectto the approval of the shareholders of the Company, this Plan shall beeffective on March 24, 1999, the date it was adopted by the Board of Directors.

TheCompany’s obligation to offer, sell and deliver its Shares under the Plan issubject to (i) the approval of any governmental authority required inconnection with the authorization, issuance or sale of such Shares, (ii)satisfaction of the listing requirements of any national securities exchange onwhich the

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Shares are thenlisted and (iii) compliance, in the opinion of the Company’s counsel, with allapplicable federal and state securities and other laws.

16.*           Term of Plan.*

Norights shall be granted under the Plan after March 24, 2009.

17.*           Administration of thePlan.*

TheBoard of Directors or any committee or person(s) to whom it delegates itsauthority (the “Administrator”) shall administer, interpret and apply allprovisions of the Plan as it deems necessary. Nothing contained in this Section shall be deemed to authorize theAdministrator to alter or administer the provisions of the Plan in a mannerinconsistent with the provisions of Section 423 of the Code.

18.           *RightsLimited.*

In noevent shall the Plan form a part of an employee’s contract of employment orservice, if any.  The Plan shall notconfer upon any employee of the Company or its subsidiaries any right withrespect to the continuance of his or her employment by, or other service with,the Company or its subsidiary, nor shall it limit the right of the Company orits subsidiaries to terminate the employee or otherwise change the terms ofemployment.  The loss of existing orpotential profit in any Offering of Shares shall not constitute an element ofdamages in the event of termination of employment for any reason, even if thetermination is in violation of an obligation of the Company or its subsidiaryto the employee.

Approved bydirectors on March 24, 1999

Approved by shareholderson May 26, 1999

Amended bydirectors on December 18, 2000

Amended bydirectors on March 1, 2001

Approved by shareholderson May 31, 2001

Amended bydirectors on February 28, 2002

Approved by shareholderson May 30, 2002

Amended bydirectors on February 27, 2003

Amended by directorson April 8, 2003

Amended bydirectors on May 8, 2003

Approved by shareholderson May 29, 2003

Amended bydirectors on June 30, 2003

Amended bydirectors on February 26, 2004

Approved byshareholders on May 27, 2004

Amended bydirectors on March 14, 2005

Approved byshareholders on May 26, 2005

Amended bydirectors on February 28, 2007

Approved by shareholders on May 24, 2007

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