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                                                                   Exhibit 10.17

                               GENZYME CORPORATION

                           2001 EQUITY INCENTIVE PLAN

1.   PURPOSE.

     The purpose of the Genzyme Corporation 2001 Equity Incentive Plan (the
"Plan") is to attract and retain key employees and consultants of the Company
and its Affiliates, to provide an incentive for them to achieve long-range
performance goals, and to enable them to participate in the long-term growth of
the Company by granting stock options ("Options") with respect to the Company's
Common Stock. Certain capitalized terms used herein are defined in Section 6
below.

     The Plan constitutes an amendment and restatement of the Company's 1990
Equity Incentive Plan (the "Prior Plan"), which is hereby merged with and into
the Plan, and the separate existence of the Prior Plan shall terminate on the
effective date of the Plan. The rights and privileges of holders of outstanding
options and rights under the Prior Plan shall not be adversely affected by the
foregoing action.

2.   ADMINISTRATION.

     The Plan shall be administered by the Committee; provided, that the Board
may in any instance perform any of the functions of the Committee hereunder. The
Committee shall determine the terms and conditions of the Options. The Committee
shall have authority to adopt, alter and repeal such administrative rules,
guidelines and practices governing the operation of the Plan as it shall from
time to time consider advisable, and to interpret the provisions of the Plan.
The Committee's decisions shall be final and binding. To the extent permitted by
applicable law, the Committee may delegate to one or more executive officers of
the Company the power to grant Options to Participants who are not Reporting
Persons or Covered Employees and all determinations under the Plan with respect
thereto, provided that the Committee shall fix the maximum amount of such
Options for all such Participants and a maximum for any one Participant.

3.   ELIGIBILITY.

     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 to be eligible, are eligible to be
Participants in the Plan. Incentive Stock Options may be granted only to persons
eligible to receive such Options under the Code. The Committee, in its sole
discretion, shall determine from the group of eligible persons whether an
individual shall be a Participant under the Plan.

4.   STOCK AVAILABLE FOR GRANT.

     (a)  AMOUNT. Subject to adjustment under subsection (b), Options may be
granted under the Plan for a maximum of 21,364,320 shares of Common Stock. If
any Options (including any Options under the Prior Plan) expire or are
terminated unexercised or are forfeited or settled in a manner that results in
fewer shares outstanding than were granted, the shares subject to such Options,
to the extent of such expiration, termination, forfeiture or decrease, shall
again be available for grant under the Plan. Common Stock issued through the
assumption or substitution of outstanding grants from an acquired company shall
not reduce the shares available for Option grants under the Plan. Shares issued
under the Plan may consist of authorized but unissued shares or treasury shares.

     (b)  ADJUSTMENT. In the event that the Committee determines that any stock
dividend, extraordinary cash dividend, re-capitalization, reorganization,
merger, consolidation,

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split-up, spin-off, combination, exchange of shares or other transaction affects
the Common Stock such that an adjustment is required in order to preserve the
benefits intended to be provided by the Plan, then the Committee (subject in the
case of Incentive Stock Options to any limitation required under the Code) shall
equitably adjust any or all of (i) the number and kind of shares in respect of
which Option grants may be made under the Plan, (ii) the number and kind of
shares subject to outstanding Options and (iii) the exercise price with respect
to any of the foregoing, provided that the number of shares subject to any
Option grant shall always be a whole number, and if considered appropriate, the
Committee may make provision for a cash payment with respect to an outstanding
Option. No adjustment to decrease the exercise price of outstanding stock
options granted under the plan with respect to a re-pricing program will be made
without shareholder approval.

     (c)  LIMIT ON INDIVIDUAL GRANTS. Subject to adjustment under subsection
(b), the maximum number of shares subject to Options that may be granted to any
Participant in the aggregate in any calendar year shall not exceed 1,000,000
shares of Common Stock.

5.   GENERAL PROVISIONS.

     (a)  GRANT OF OPTIONS. Subject to the provisions of the Plan, the Committee
may grant Options to purchase shares of Common Stock (i) complying with the
requirements of Section 422 of the Code or any successor provision and any
regulations thereunder ("Incentive Stock Options") and (ii) not intended to
comply with such requirements ("Nonstatutory Stock Options"). The Committee
shall determine the number of shares subject to each Option and the exercise
price therefor, which shall not be less than 100% of the Fair Market Value of
the Common Stock on the date of Grant, provided that a Nonstatutory Stock Option
granted to a new employee or consultant in connection with the hiring of such
person may have a lower exercise price so long as it is not less than 100% of
Fair Market Value on the date the person accepts the Company's offer of
employment or the date employment commences, whichever is lower. No Options may
be granted hereunder more than ten years after the effective date of the Plan.

     (b)  TERMS AND CONDITIONS. Each Option shall be exercisable at such times
and subject to terms and conditions as the Committee may specify in the
applicable grant or thereafter. The Committee may impose such conditions with
respect to the exercise of Options, including conditions relating to applicable
federal or state securities laws, as it considers necessary or advisable.

     (c)  PAYMENT. No shares shall be delivered pursuant to any exercise of an
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 Committee at or after the grant of the Option, by delivery of a
note or other commitment satisfactory to the Committee or shares of Common Stock
owned by the optionee (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 a payment commitment of a financial or brokerage
institution, as the Committee may determine.

     (d)  DOCUMENTATION. Options granted under the Plan shall be evidenced by a
writing delivered to the Participant or agreement executed by the Participant
specifying the terms and conditions thereof and containing such other terms and
conditions not inconsistent with the provisions of the Plan as the Committee
considers necessary or advisable to achieve the purposes of the Plan or to
comply with applicable tax and regulatory laws and accounting principles.

     (e)  COMMITTEE DISCRETION. Each Option grant may be made alone, in addition
to or in relation to any other Option grant. The terms of each Option grant need
not be identical, and the Committee need not treat Participants uniformly.
Except as otherwise provided by the Plan or

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a particular Option grant, any determination with respect to an Option grant may
be made by the Committee at the time of grant or at any time thereafter.

     (f)  DIVIDENDS AND CASH AWARDS. In the discretion of the Committee, any
Option grant under the Plan may provide the Participant with (i) dividends or
dividend equivalents payable (in cash or in the form of Options under the Plan)
currently or deferred with or without interest and (ii) cash payments in lieu of
or in addition to an Option grant.

     (g)  TERMINATION OF SERVICE. The Committee shall determine the effect on an
Option of the disability, death, retirement or other termination of service of a
Participant and the extent to which, and the period during which, the
Participant's legal representative, guardian or Designated Beneficiary may
exercise rights thereunder.

     (h)  CHANGE IN CONTROL. In order to preserve a Participant's rights under
an Option in the event of a change in control of the Company (as defined by the
Committee), the Committee in its discretion may, at the time an Option is
granted or at any time thereafter, take one or more of the following actions:
(i) provide for the acceleration of any time period relating to the exercise of
the Options, (ii) provide for payment to the Participant of cash or other
property with a Fair Market Value equal to the amount that would have been
received upon the exercise of the Options had the Options been exercised upon
the change in control, (iii) adjust the terms of the Options in a manner
determined by the Committee to reflect the change in control, (iv) cause the
Options to be assumed, or new rights substituted therefor, by another entity, or
(v) make such other provision as the Committee may consider equitable to
Participants and in the best interests of the Company.

     (i)  TRANSFERABILITY. In the discretion of the Committee, any Options may
be made transferable upon such terms and conditions and to such extent as the
Committee determines, provided that Incentive Stock Options may be transferable
only to the extent permitted by the Code. The Committee may in its discretion
waive any restriction on transferability.

     (j)  WITHHOLDING TAXES. The Participant shall pay to the Company, or make
provision satisfactory to the Committee for payment of, any taxes required by
law to be withheld in respect of Options under the Plan 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. In the Committee's
discretion, the minimum tax obligations required by law to be withheld in
respect of Options may be paid in whole or in part in shares of Common Stock,
including shares retained from the Options creating the tax obligation, valued
at their Fair Market Value on the date of retention or delivery.

     (k)  FOREIGN NATIONALS. Options may be granted to Participants who are
foreign nationals or employed outside the United States on such terms and
conditions different from those specified in the Plan as the Committee considers
necessary or advisable to achieve the purposes of the Plan or to comply with
applicable laws.

     (l)  AMENDMENTS. The Committee may amend, modify or terminate any
outstanding Option, including substituting therefor another Option of the same
or a different type, changing the date of exercise or realization and converting
an Incentive Stock Option to a Nonstatutory Stock Option, provided that the
Participant's consent to such action shall be required (a) if such action would
terminate, or reduce the number of shares issuable under an Option, unless any
time period relating to the exercise of such Option or the eliminated portion,
as the case may be, is accelerated before such termination or reduction, in
which case the Committee may provide for the Participant to receive cash or
other property equal to the net value that would be received upon exercise of
the terminated Option or the eliminated portion, as the case may be, and (b) in
any other case, unless the Committee determines that the action, taking into
account any related action, would not materially and adversely affect the
Participant. No adjustment to

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decrease the exercise price of outstanding stock options granted under the plan
with respect to a re-pricing program will be made without shareholder approval.

6.   CERTAIN DEFINITIONS.

     "Affiliate" means any business entity in which the Company owns directly or
indirectly 50% or more of the total voting power or has a significant financial
interest as determined by the Committee.

     "Board" means the Board of Directors of the Company.

     "Code" means the Internal Revenue Code of 1986, as amended from time to
time, or any successor law.

     "Committee" means one or more committees each comprised of not less than
two members of the Board appointed by the Board to administer the Plan or a
specified portion thereof. Unless otherwise determined by the Board, if a
Committee is authorized to grant Options to a Reporting Person or a Covered
Employee, each member shall be a "non-employee director" within the meaning of
Rule 16b-3 under the Exchange Act or an "outside director" within the meaning of
Section 162(m) of the Code, respectively.

     "Common Stock" or "Stock" means the Common Stock, $.01 par value, of the
Company.

     "Company" means Genzyme Corporation.

     "Covered Employee" means a "covered employee" within the meaning of Section
162(m) of the code.

     "Designated Beneficiary" means the beneficiary designated by a Participant,
in a manner determined by the Committee, to receive amounts due or exercise
rights of the Participant in the event of the Participant's death. In the
absence of an effective designation by a Participant, "Designated Beneficiary"
means the Participant's estate.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended from
time to time, or any successor law.

     "Fair Market Value" means, with respect to Common Stock or any other
property, the Fair Market Value of such property as determined by the Committee
in good faith or in the manner established by the Committee from time to time.

     "Participant" means a person selected by the Committee to receive an Option
Grant under the Plan.

     "Reporting Person" means a person subject to Section 16 of the Exchange
Act.

7.   MISCELLANEOUS.

     (a)  RIGHTS LIMITED. Any Option grant made under the Plan shall be made in
the sole discretion of the Committee, or its delegate as appointed in accordance
with the Plan, and no prior Option grant shall entitle a person to any future
Option grant. In no event shall the Plan, or any Option grant made under the
Plan, form a part of an employee's or consultant's contract of employment or
service, if any. Neither the Plan, nor any Option grant made under the Plan,
shall confer upon any employee or consultant of the Company or its Affiliate any
right with respect to the continuance of his or her employment by, or other
service with, the Company or its Affiliate, nor shall they limit the rights of
the Company or its Affiliate to terminate the employee or consultant or
otherwise change the terms of service. The loss of existing or potential profit
in an

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Option grant shall 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 its Affiliate to the
Participant.

     (b)  NO RIGHTS AS SHAREHOLDER. Subject to the provisions of the applicable
Option grant, no Participant or Designated Beneficiary shall have any rights as
a shareholder with respect to any shares of Common Stock to be issued under the
Plan until he or she becomes the holder thereof.

     (c)  EFFECTIVE DATE. The Plan shall be effective on the date it is approved
by the shareholders.

     (d)  AMENDMENT OF PLAN. The Board may amend, suspend or terminate the Plan
or any portion thereof at any time, subject to such shareholder approval as the
Board determines to be necessary or advisable to comply with any tax or
regulatory requirement.

     (e)  GOVERNING LAW. The provisions of the Plan shall be governed by and
interpreted in accordance with the laws of the Commonwealth of Massachusetts.