Exhibit
10.7  GENZYME CORPORATION 2004 EQUITY INCENTIVE PLAN  1.PURPOSE  The
2004 Equity Incentive Plan (the Plan) has been established to promote the
interests of the Company and its shareholders by strengthening the Companys
ability to attract, motivate, and retain key employees and consultants of the
Company and its Affiliates upon whose judgment, initiative, and efforts the
financial success and growth of the business of the Company largely
depend.  The Plan is intended to provide
an additional incentive for such individuals through stock ownership and other
rights that promote and recognize the financial success and growth of the
Company and create value for shareholders. 
Certain capitalized terms used herein and certain operating rules related
thereto are defined and set forth in Section 10 below.  The
Plan provides for the grant of Stock Options, including ISOs and NSOs,
Restricted Stock, and Restricted Stock Units (each an Award).  The
Plan shall become effective upon shareholder approval (the Effective Date)
and unless earlier terminated pursuant to Section 8, shall terminate ten
years from the Effective Date.  After the
Plan is terminated, no new Awards may be granted, but Awards previously granted
shall remain outstanding in accordance with their terms and conditions and the
Plans terms and conditions applicable thereto.  The
Plan constitutes a merger and restatement of the Companys 1997 Equity
Incentive Plan (the Prior Plan) and supersedes the Prior Plan, the separate
existence of which shall terminate on the Effective Date.  The rights and privileges of holders of
Awards outstanding under the Prior Plan shall not be adversely affected by the
foregoing action.  2.ADMINISTRATION  The
Compensation Committee shall be the Administrator of the Plan except as
hereinafter provided.  The Compensation
Committee may delegate to one or more of its members such of its duties, powers
and responsibilities as it may determine. 
To the extent determined by the Compensation Committee and permitted by
applicable law, the Compensation Committee may also (i) delegate to one or
more executive officers of the Company the power to grant Awards to, or
allocate Awards among, Participants who are not Reporting Persons or Covered
Employees and to make such determinations under the Plan with respect thereto
as the Compensation Committee determines; and (ii) authorize any such
executive officer to further delegate to an Employee or another executive
officer temporary authority to grant or allocate Awards when the executive
officer is unavailable.  The Compensation
Committee may also delegate to such Employees or other persons as it determines
such ministerial tasks as it deems appropriate. 
In the event of any delegation described in this paragraph, the term Administrator
shall include the person or persons so delegated to the extent of such
delegation.  The Administrator has
discretionary authority, subject only to the express provisions of the Plan, to
interpret the Plan; determine eligibility for and grant Awards; select the
Participants to receive Awards and determine, modify or waive the terms and
conditions of any Award; prescribe forms, rules and procedures; and
otherwise do all things necessary to carry out the purposes of the Plan.  The terms of each Award grant need not be
identical, and the Administrator need not treat Participants uniformly.  Except as otherwise provided by the Plan or a
particular Award, any determination with respect to an Award may be made by the
Administrator at the time of grant or at any time thereafter.  In the case of any Award intended to be
eligible for the performance-based compensation exception under Section 162(m),
the Administrator will exercise its discretion consistent with qualifying the
Award for that exception.  Determinations
made by the


Administrator shall be final and binding upon
Participants, the Company, and all other interested parties.  3.STOCK
AVAILABLE FOR GRANT; LIMITS  (a)  Number of Shares.  Subject to adjustment as provided under Section 6,
the maximum number of shares available for issuance to Participants under the
Plan shall be 46,638,951 shares.  Subject
to such overall maximum, up to 46,638,951 shares of Stock may be issued upon
the exercise of ISOs; up to 46,638,951 shares of Stock may be issued upon
exercise of NSOs; and up to 10,200,000 shares of Stock may be issued for grants
of Restricted Stock or Restricted Stock Units. 
Stock delivered by the Company under the Plan may be authorized but
unissued Stock or previously issued Stock acquired by the Company.  No fractional shares of Stock will be
delivered under the Plan.  To the extent
consistent with the requirements of Section 422 of the Code, and with
other applicable legal requirements (including applicable NASDAQ or stock
exchange requirements), Stock issued under option grants, restricted stock
grants, or restricted stock unit grants of an acquired company that are assumed
in connection with the acquisition, or under Stock Options, Restricted Stock,
or Restricted Stock Units issued in substitution for options, restricted stock,
or restricted stock units of an acquired-company, shall not reduce the number
of shares available for issuance under the Plan.  (b)  Section 162(m) Limits.  The maximum number of shares of Stock for
which Stock Options may be granted to any person in any calendar year will be
2,000,000.  4.ELIGIBILITY
AND PARTICIPATION  All employees and
consultants of the Company or any Affiliate capable of contributing
significantly to the successful performance of the Company, other than a person
who has irrevocably elected not be eligible, are eligible to be Participants in
the Plan.  Eligibility for ISOs is
limited to employees of the Company or of a parent corporation or subsidiary
corporation of the Company as those terms are defined in Section 424 of
the Code.  The Administrator, in its sole
discretion, shall determine from the group of eligible persons whether an
individual shall be a Participant under the Plan.  Any grant made under the Plan shall be made
in the sole discretion of the Administrator and no prior grant shall entitle a
person to any future grant.  5.RULES
APPLICABLE TO AWARDS  (a)Documentation.  Each Award granted under the Plan shall be
evidenced by a writing specifying the terms and conditions thereof and containing
such other terms and conditions not inconsistent with the provisions of the
Plan as the Administrator considers necessary or advisable to achieve the
purposes of the Plan or to comply with applicable tax and regulatory laws and
accounting principles.  (b)  Transferability.In the discretion of the Administrator,
any Award may be made transferable upon such terms and conditions and to such
extent as the Administrator determines, provided that ISOs may not be
transferred other than by will or by the laws of descent and distribution.  Any non-transferable Stock Option requiring
exercise, including any ISO, may be exercised only by the Participant during
the Participants lifetime.  The
Administrator may in its discretion, other than in the case of Stock Options
intended to continue to qualify as ISOs, waive any restriction on
transferability.  (c)    Vesting; Exercisability.The Administrator shall determine the
time or times at which an Award will vest or become exercisable and the terms
on which a Stock Option will remain exercisable during or following termination
of Employment and the payment terms of any Restricted Stock Unit.  Without limiting the foregoing, the
Administrator may at any time


accelerate the vesting or exercisability of, or
payment under, an Award, regardless of any adverse or potentially adverse tax
consequences resulting from such acceleration; provided, that the Administrators
discretion shall not be exercised, in the case of an Award providing for nonqualified
deferred compensation subject to Section 409A, in a manner inconsistent
with the requirements of Section 409A.  (d)    Taxes.The Participant shall pay to the Company,
or make provision satisfactory to the Administrator for payment of, any taxes
required by law to be withheld in respect of the grant, vesting or exercise of
any Award or the delivery of stock or other property under any Award, in each
case no later than the date of the event creating the tax liability.  The Company and its Affiliates may, to the
extent permitted by law, deduct any such tax obligations from any payment of
any kind due to the Participant hereunder or otherwise.  (e)    Dividend Equivalents, Etc.The Administrator may provide for the
payment of amounts in lieu of cash dividends or other cash distributions with
respect to Restricted Stock, Restricted Stock Units, or Stock subject to a
Stock Option. 
Any such arrangement for the payment of amounts in lieu of dividends or
other distributions shall be established and administered consistent with
exemption from, or compliance with, the requirements of Section 409A.  (f)Rights
Limited.Nothing in the
Plan will be construed as giving any person the right to continued employment
or service with the Company or its Affiliates, or any rights as a shareholder except
as to shares of Stock actually issued under the Plan.  In no event shall the Plan, or any grant made
under the Plan, form a part of an employees or consultants contract of
employment or service, if any.  The loss
of existing or potential profit in any Award will not constitute an element of
damages in the event of termination of employment or service for any reason,
even if the termination is in violation of an obligation of the Company or
Affiliate to the Participant.  (g)    Non-U.S. Awards.  Awards may be granted under the Plan to any
eligible person regardless of the jurisdiction in which he or she works or
resides.  In order to comply with the
laws in other countries in which the Company operates, the Administrator, in
its sole discretion, shall have the power and authority to:  (i)  Establish one or more separate sub-plans
or programs under the Plan for the grant of Awards to eligible persons in a
specified jurisdiction or jurisdictions;  (ii)  Include in any such sub-plan or program
such special rules as it determines to be necessary or advisable; and  (iii)  Take any action, before or after an
Award grant is made, that it deems advisable to obtain approval or comply with
any necessary local government regulatory exemptions or approvals.  Notwithstanding the above, the Administrator may not
take any actions hereunder, and no Award shall be granted, that would violate
applicable law.  (h)    Exercise Price of Stock Option.  The exercise price of a Stock Option will not
be less than 100% of the Fair Market Value of the Stock on the date of
grant.  Once granted, no Stock Option may
be repriced (as that term is used under applicable NASDAQ or stock exchange
rules) without shareholder approval.  (i)     Time and Manner of
Exercise of Stock Option. 
Unless the Administrator expressly provides otherwise, a Stock
Option will not be deemed to have been exercised until the Company receives a
notice of exercise (in a form acceptable to the Administrator) signed by the
appropriate person and accompanied by payment of the exercise price.  If the Stock Option is exercised by any
person other than the Participant, the Administrator may require satisfactory
evidence that


the person exercising the Stock Option has the right
to do so.  All Stock Options granted
pursuant to the Plan shall terminate if not exercised within ten years of the
date of grant, or such earlier date as the Administrator may determine.  (j)     Payment of Stock Option.No shares shall be delivered pursuant to
any exercise of a Stock Option until payment in full of the exercise price
therefor is received by the Company. 
Such payment may be made in whole or in part in cash or, to the extent
permitted by the Administrator at or after the grant of the Stock Option, in shares
of Stock owned by the Participant (which shares must be owned for at least six
months) valued at their Fair Market Value on the date of delivery, or such
other lawful consideration, including use of a broker-assisted exercise program
or similar program, as the Administrator may determine.  The delivery of shares in payment of the
exercise price may be accomplished either by actual delivery or by constructive
delivery through attestation of ownership, subject to such rules as the
Administrator may prescribe.  (k)    Grants of Restricted Stock and Restricted
Stock Units. Grants of Restricted Stock and Restricted Stock
Units may be made in exchange for such lawful consideration, including
services, as the Administrator determines.  (l)     Compliance with Section 409A.  Awards under the Plan shall be construed and
administered consistent with exemption from, or compliance with, the
requirements of Section 409A. 
Notwithstanding any provision of Section 8 to the contrary, the
Administrator may amend the Plan and/or any Award to satisfy the requirements
of Section 409A, including the requirements for exemption from Section 409A.  6.EFFECT
OF CERTAIN TRANSACTIONS  (a)    Covered Transactions.Except as otherwise provided under the
terms of an Award grant, in the event of a Covered Transaction in which there
is an acquiring or surviving entity, the Administrator may provide for the
assumption of some or all outstanding Awards, or for the grant of new awards in
substitution therefor, by the acquiror or survivor or an affiliate of the
acquiror or survivor, in each case on such terms and subject to such conditions
as the Administrator determines.  In the
absence of such an assumption or if there is no substitution, except as
otherwise provided in the Award, each Stock Option will become fully
exercisable, and the delivery of shares of Stock issuable under each
outstanding Restricted Stock Unit will be accelerated and such shares will be
issued, prior to the Covered Transaction, in each case on a basis that gives
the holder of the Stock Option or the Restricted Stock Unit a reasonable
opportunity, as determined by the Administrator, following exercise of the
Stock Option or the issuance of shares, as the case may be, to participate as a
shareholder in the Covered Transaction, and the Stock Option will terminate upon
consummation of the Covered Transaction. 
Any shares of Stock issued pursuant to the preceding sentence in
satisfaction of a grant of Restricted Stock Units may, in the discretion of the
Administrator, contain such restrictions, if any, as the Administrator deems
appropriate to reflect any performance or other vesting condition to which the
grant of Restricted Stock Units was subject. 
In the case of Restricted Stock, the Administrator may require that any
amounts delivered, exchanged or otherwise paid in respect of such Stock in
connection with the Covered Transaction be placed in escrow or otherwise made
subject to such restrictions as the Administrator deems appropriate to carry
out the intent of the Plan.  Without
limiting the general scope of the Administrators discretionary authority under
the Plan, the Administrator may provide, as to some or all Awards, if any, that
in the event of a Change in Control of the Company, whether or not such Change
in Control is also a Covered Transaction, the vesting and exercisability, if
applicable, of, or the payment of benefits under, such Award will be
accelerated on such terms as the Administrator determines.


(b)    Distributions; Changes in Capital Stock;
Basic Adjustment Provisions. In the event of a stock dividend,
stock split (including reverse stock split) or combination of shares,
recapitalization or other change in the Companys capital structure, the
Administrator will make appropriate adjustments to the maximum number of shares
specified in Section 3(a) that may be delivered under the Plan, to
the maximum number of shares specified in Section 3(a) that may be
issued upon the exercise of ISOs, to the maximum number of shares specified in Section 3(a) that
may be issued upon exercise of NSOs, and to the maximum share limits described
in Section 3(b).  The Administrator
will also make appropriate adjustments to the number and kind of shares of
stock or securities subject to Awards then outstanding or subsequently granted,
any exercise prices relating to Stock Options and any other provision of Awards
affected by such change.  (c)    Certain Other Adjustments.  To the extent consistent with qualification
of ISOs under Section 422 of the Code, with the performance-based
compensation rules of Section 162(m), where applicable, and with the
requirements of (including the requirements for exemption under) Section 409A,
the Administrator may also make adjustments of the type above to take into
account distributions to shareholders other than those provided for in Section 6(a),
or any other event, if the Administrator determines that adjustments are
appropriate to avoid distortion in the operation of the Plan and to preserve
the value of Award grants made hereunder.  (d)    Continuing Application of Plan Terms.  References in the Plan to shares of Stock
will be construed to include any stock or securities resulting from an
adjustment pursuant to this Section 6.  7.LEGAL
CONDITIONS ON DELIVERY OF STOCK  The
Company will not be obligated to deliver any shares of Stock pursuant to the
Plan or to remove any restriction from shares of Stock previously delivered
under the Plan until: (i) the Company is satisfied that all legal matters
in connection with the issuance and delivery of such shares have been addressed
and resolved; (ii) if the outstanding Stock is at the time of delivery
listed on any stock exchange or national market system, the shares to be
delivered have been listed or authorized to be listed on such exchange or
system upon official notice of issuance; and (iii) all conditions of the
grant have been satisfied or waived.  If
the sale of Stock has not been registered under the Securities Act of 1933, as
amended, the Company may require, as a condition to exercise of the Stock
Option or receipt of the Restricted Stock or Restricted Stock Unit, such
representations or agreements as counsel for the Company may consider
appropriate to avoid violation of such Act. 
The Company may require that certificates evidencing Stock issued under
the Plan bear an appropriate legend reflecting any restriction on transfer
applicable to such Stock.


8.AMENDMENT
AND TERMINATION  The
Administrator may at any time or times amend the Plan or any outstanding Award
for any purpose which may at the time be permitted by law, and may at any time
terminate the Plan as to any future grants of Awards; provided,
that except as otherwise expressly provided in the Plan the Administrator may
not, without the Participants consent, alter the terms of an Award so as to
affect adversely a Participants rights under the Award, unless the
Administrator expressly reserved the right to do so at the time of grant.  Amendments to the Plan shall be conditioned
upon shareholder approval only to the extent, if any, such approval is required
by law (including the Code and applicable NASDAQ or stock exchange
requirements), as determined by the Administrator.  Notwithstanding the foregoing, the Company
shall submit for shareholder approval any amendment to the Plan (other than an
amendment or adjustment pursuant to Section 6) that would: (a) increase
the maximum number of shares for which Stock Options, Restricted Stock, or
Restricted Stock Units may be granted under the Plan; (b) reduce the price
at which a Stock Option may be granted below the price provided for in Section 5(h);
(c) reduce the exercise price of outstanding Stock Options; or (d) increase
the limits set forth in Section 3.  9.OTHER
COMPENSATION ARRANGEMENTS  The
existence of the Plan or the grant of any Award will not in any way affect the
Companys right to award a person bonuses or other compensation in addition to
grants made under the Plan.  10.DEFINITIONS  The
following terms, when used in the Plan, will have the meanings and be subject
to the provisions set forth below:  Administrator:has the meaning
set forth in Section 2.  Affiliate:  Any
corporation or other entity owning, directly or indirectly, 50% or more of the
outstanding Stock of the Company, or in which the Company or any such
corporation or other entity owns, directly or indirectly, 50% of the
outstanding capital stock (determined by aggregate voting rights) or other
voting interests.  Award:  a Stock
Option, Restricted Stock Unit, or award of Restricted Stock.  Board:  The Board
of Directors of the Company.  Change in Control:  A change in ownership or control of the
Company or a change in the ownership of a substantial portion of the Companys
assets, determined in accordance with such rules, if any, as may be established
by the Administrator.  Code:  The U.S.
Internal Revenue Code of 1986 as from time to time amended and in effect, or
any successor statute as from time to time in effect.  Compensation Committee:  The Compensation Committee of the Board.  Company:  Genzyme
Corporation.  Covered Employees:  A covered employee within the meaning of Section 162(m).  Covered Transaction:Any of (i) a consolidation,
merger, or similar transaction or series of related transactions in which the
Company is not the surviving corporation or which results in the acquisition of
all or substantially all of the Companys then outstanding common stock by a
single person or entity or by a group of persons and/or entities acting in
concert, (ii) a sale or transfer of all or substantially all the Companys
assets, or (iii) a dissolution or liquidation of the Company.Where a Covered
Transaction involves a tender offer that is reasonably


expected
to be followed by a merger described in clause (i) (as determined by the
Administrator), the Covered Transaction shall be deemed to have occurred upon
consummation of the tender offer.  Employee:  Any person
who is employed by the Company or an Affiliate.  Employment:A Participants employment or
other service relationship with the Company and its Affiliates.  Employment will be deemed to continue, unless
the Administrator expressly provides otherwise, so long as the Participant is
employed by, or otherwise is providing services in a capacity described in Section 4
to the Company or its Affiliates.   If a
Participants employment or other service relationship is with an Affiliate and
that entity ceases to be an Affiliate, the Participants Employment will be
deemed to have terminated when the entity ceases to be an Affiliate unless the
Participant transfers Employment to the Company or its remaining Affiliates.  Exchange Act:  The
Securities Exchange Act of 1934, as amended, as from time to time further
amended and in effect, or any successor statute as from time to time in effect.  Fair Market Value:  The fair market value as determined by the
Compensation Committee in good faith, or in the manner established by the
Compensation Committee in good faith, from time to time.  ISO:  A Stock
Option intended to be an incentive stock option within the meaning of Section 422
of the Code.  Each option granted
pursuant to the Plan will be treated as providing by its terms that it is to be
a non-incentive option unless, as of the date of grant, it is expressly
designated as an ISO.  NSO:  A Stock
Option that is not an ISO.  Participant:  A person
who is granted an Award under the Plan.  Plan:  The Genzyme
Corporation 2004 Equity Incentive Plan as from time to time amended and in
effect.  Reporting Person:  A person subject to the reporting
requirements of Section 16 of the Exchange Act.  Restricted Stock:  An award of Stock for so long as the Stock
remains subject to restrictions requiring that it be redelivered or offered for
sale to the Company if specified performance or other vesting conditions are
not satisfied.  Restricted Stock Unit:  An unfunded and unsecured promise to deliver
Stock in the future, subject to the satisfaction of specified performance or
other vesting conditions.  Section 162(m): 
Section 162(m) of the Code.  Section 409A:  Section 409A
of the Code.  Stock:  Common
Stock of the Company, par value $.01 per share.  Stock Option:An option entitling the recipient
to acquire shares of Stock upon payment of the exercise price.  Adopted
  by Board of Directors February 26, 2004Approved
  by Shareholders May 27, 2004


Amended
  by Board of Directors May 27, 2004Amended
  by Board of Directors October 7, 2004Amended
  by Board of Directors March 14, 2005Amended
  by Board of Directors May 26, 2005Approved
  by Shareholders May 26, 2005Amended
  by Board of Directors March 1, 2006Approved
  by Shareholders May 25, 2006Amended
  by Board of Directors, February 28, 2007Approved
  by Shareholders May 24, 2007Amended
  by Board of Directors February 28, 2008Approved
  by Shareholders May 22, 2008Amended
  by Board of Directors February 26, 2009Approved
  by Shareholders May 21, 2009Amended
  by Board of Directors February 25, 2010Approved
  by Shareholders June 16, 2010