Exhibit 10.14


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 of any stock dividend,
extraordinary cash dividend, re-capitalization, reorganization, merger,
consolidation, split-up, spin-off, combination, exchange of 



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shares or other transaction that 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 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.



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(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 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.



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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 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.



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(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.


	
  

  	
  Adopted by the
  Board of Directors on March 1, 2001

  
	
   

  	
  Approved by
  Shareholders on May 31, 2001

  
	
   

  	
  Amended by the
  Board of Directors on February 28, 2002

  
	
   

  	
  Approved by
  Shareholders on May 30, 2002

  
	
   

  	
  Amended by the
  Board of Directors on June 30, 2003

  
	
   

  	
  Amended by the
  Board of Directors on December 2, 2003

  
	
   

  	
  Amended by the
  Board of Directors on February 26, 2004

  
	
   

  	
  Amended by the
  Board of Directors on March 14, 2005

  
	
   

  	
  Amended by the
  Board of Directors on December 4, 2006

  



 



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