Exhibit 10.3


GENZYME CORPORATION


1999 Employee Stock Purchase Plan


1.             Purpose.


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


The
Plan constitutes an amendment and restatement of the Company’s 1990 Employee
Stock Purchase Plan (the “1990 Plan”), which is hereby merged with and into the
Plan, and the separate existence of the 1990 Plan shall terminate on the
effective date of the Plan.  The rights
and privileges of the holders of outstanding rights under the 1990 Plan shall
not be adversely affected by the foregoing action.


2.             Eligible Employees.


Subject
to the provisions of Sections 7, 8 and 9 below, any individual who is in the
full-time employment (as defined below) of the Company, or any of its
subsidiaries (as defined in Section 425(f) of the Code), the employees of which
are 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 3
below) made by the Company hereunder. 
Full-time employment shall include all employees whose customary
employment is:


(a)           20 hours or more per
week; and


(b)           more than five months


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


3.             Offering Dates.


From
time to time, the Company, by action of the Board of Directors, will grant rights
to purchase the Shares to employees eligible to participate in the Plan
pursuant to one or more offerings (each of which is an “Offering”) on a date or
series of dates (each of which is an “Offering Date”) designated for this
purpose by the Board of Directors.


4.             Prices.


The
price 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 such
right 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 may
determine a higher price for a grant of rights.



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5.             Exercise of Rights
and Method of Payment.


(a)           Rights granted under
the Plan will be exercisable periodically on specified dates as determined by
the Board of Directors.


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


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


6.             Term of Rights.


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


7.             Shares Subject to the
Plan.


The
aggregate number of shares that may be issued upon exercise of options granted
under this Plan is 7,329,391.  Appropriate
adjustments in the number of Shares subject to the Plan, in the number of
Shares covered by outstanding rights granted hereunder, in the exercise price
of the rights and in the maximum number of Shares which an employee may
purchase (pursuant to Section 8 below) shall be made to give effect to any
mergers, consolidations, reorganizations, recapitalizations, stock splits,
stock dividends or other relevant changes in the capitalization of the Company
occurring after the effective date of the Plan, provided that no fractional
Shares shall be subject to a right and each right shall be adjusted downward to
the nearest full Share.  Any agreement of
merger or consolidation shall include provisions for protection of the then
existing rights of participating employees under the Plan.  Either authorized and unissued Shares or
issued Shares heretofore or hereafter reacquired by the Company may be subject
to rights under the Plan.  If for any
reason any right under the Plan terminates in whole or in part, Shares subject
to such terminated right may be subject to a right under the Plan.


8.             Limitations on
Grants.


(a)           No employee shall be
granted a right hereunder if such employee, immediately after the right is
granted 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 of
common stock of the Company, or of any subsidiary, computed in accordance with Section
423(b)(3) of the Code.


(b)           No employee shall be
granted a right which permits the employee’s rights to purchase shares under
all employee stock purchase plans of the Company and its subsidiaries to accrue
at a rate which exceeds twenty-five thousand dollars ($25,000) (or such other
maximum as may be prescribed from time to time by the Code) of the fair market
value of such shares (determined at the time such right is granted) for each
calendar year in which such right is outstanding at any time in accordance with
the provisions of Section 423(b)(8) of the Code.


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



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


9.             Limit on
Participation.


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


10.           Cancellation of
Election to Participate.


An
employee who has elected to participate in an Offering may cancel such election
as to all (but not part) of the unexercised rights granted under such Offering
by giving written notice of such cancellation to the Company before the
expiration of any exercise period.  Any
amounts paid by the employee for the Shares or withheld for the purchase of
Shares from the employee’s compensation through payroll deductions shall be
paid to the employee, without interest unless otherwise determined by the Board
of Directors, upon such cancellation.


11.           Termination of
Employment.


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


12.           Employee’s Rights as
Shareholder.


No
participating employee shall have any rights as a shareholder in the Shares
covered by a right granted hereunder until such right has been exercised, full
payment has been made for the corresponding Share and the Share certificate is
actually issued.


13.           Rights Not
Transferable.


Rights
under the Plan are not assignable or transferable by a participating employee
and are exercisable only by the employee.


14.           Amendments to or
Discontinuation of the Plan.


The
Board of Directors of the Company shall have the right to amend, modify or
terminate the Plan at any time without notice; provided, however, that the then
existing rights of all participating employees shall not be adversely affected
thereby, and provided further that, subject to the provisions of Section 7
above, no such amendment to the Plan shall, without the approval of the
shareholders of the Company, increase the total number of Shares which may be
offered under the Plan.


15.           Effective Date and
Approvals.


Subject
to the approval of the shareholders of the Company, this Plan shall be
effective on March 24, 1999, the date it was adopted by the Board of Directors.


The
Company’s obligation to offer, sell and deliver its Shares under the Plan is
subject to (i) the approval of any governmental authority required in
connection with the authorization, issuance or sale of such Shares, (ii)
satisfaction of the listing requirements of any national securities exchange on
which the



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Shares are then
listed and (iii) compliance, in the opinion of the Company’s counsel, with all
applicable federal and state securities and other laws.


16.           Term of Plan.


No
rights shall be granted under the Plan after March 24, 2009.


17.           Administration of the
Plan.


The
Board of Directors or any committee or person(s) to whom it delegates its
authority (the “Administrator”) shall administer, interpret and apply all
provisions of the Plan as it deems necessary. 
Nothing contained in this Section shall be deemed to authorize the
Administrator to alter or administer the provisions of the Plan in a manner
inconsistent with the provisions of Section 423 of the Code.


18.           Rights
Limited.


In no
event shall the Plan form a part of an employee’s contract of employment or
service, if any.  The Plan shall not
confer upon any employee of the Company or its subsidiaries any right with
respect 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 or
its subsidiaries to terminate the employee or otherwise change the terms of
employment.  The loss of existing or
potential profit in any Offering of Shares shall not constitute an element of
damages in the event of termination of employment for any reason, even if the
termination is in violation of an obligation of the Company or its subsidiary
to the employee.


Approved by
directors on March 24, 1999


Approved by shareholders
on May 26, 1999


Amended by
directors on December 18, 2000


Amended by
directors on March 1, 2001


Approved by shareholders
on May 31, 2001


Amended by
directors on February 28, 2002


Approved by shareholders
on May 30, 2002


Amended by
directors on February 27, 2003


Amended by directors
on April 8, 2003


Amended by
directors on May 8, 2003


Approved by shareholders
on May 29, 2003


Amended by
directors on June 30, 2003


Amended by
directors on February 26, 2004


Approved by
shareholders on May 27, 2004


Amended by
directors on March 14, 2005


Approved by
shareholders on May 26, 2005


Amended by
directors on February 28, 2007


Approved by shareholders on May 24, 2007



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