Exhibit 10.12


GENZYME
CORPORATION


1997 EQUITY INCENTIVE PLAN


1.     Purpose


The purpose of the
Genzyme Corporation 1997 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
them Awards with respect to the Company’s Common Stock.  Certain capitalized terms used herein are
defined in section 7 below.


2.             Administration


The Plan shall be
administered by the Committee.   The
Committee shall determine the terms and conditions of the Awards.  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 make Awards to Participants and all determinations under the Plan with
respect thereto, provided that the Committee shall fix the maximum amount of
such Awards 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 are eligible to be
Participants in the Plan, other than persons deemed to be officers or directors
of the Company within the meaning of the corporate governance rules for Nasdaq
National Market companies.  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 Awards


(a)     Amount.  Subject to adjustment under subsection (b),
Awards may be made under the Plan for up to 27,664,300 shares of Genzyme
General Stock.  If any Award expires or
is terminated unexercised or is forfeited or settled in a manner that results
in fewer shares outstanding than were awarded, the shares subject to such
Award, to the extent of such expiration, termination, forfeiture or decrease,
shall again be available for award 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 Awards under the Plan. 
Shares issued under the Plan may consist in whole or in part of
authorized but unissued shares or treasury shares.


(b)     Adjustment.  In the event of any stock dividend,
extraordinary cash dividend, recapitalization, reorganization, merger,
consolidation, split-up, spin-off, combination, exchange of 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 shall equitably adjust any or all of (i) the number and kind of
shares in respect of which Awards may be made under the Plan, (ii) the number
and kind of shares subject to outstanding Awards and (iii) the exercise price
with respect to any of the foregoing, provided that the number of shares
subject to any Award shall always be a whole number, and if considered
appropriate, the Committee may make provision for a cash payment with respect
to an outstanding Award.  Notwithstanding
the foregoing, unless otherwise determined by the Committee, no adjustment will
be made for dividends of one series of Common Stock paid on another series of
Common Stock.



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5.     Stock Options


(a)     Grant of Options.  Subject to the provisions of the Plan, the
Committee may grant Options to purchase shares of Common Stock.  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 as of the
Pricing Date.  The Plan does not provide
for the granting of incentive stock options meeting the requirements of Section
422 of the Code.


(b)     Terms and Conditions.  Each Option shall be exercisable at such
times and subject to such 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, including Restricted Stock, or by retaining shares otherwise issuable
pursuant to the Option, in each case valued at their Fair Market Value on the
date of delivery or retention, or such other lawful  consideration, including a payment commitment
of a financial or brokerage institution, as the Committee may determine.


6.             General Provisions Applicable to Awards


(a)     Documentation.  Each Award under the Plan shall be evidenced
by a writing delivered to 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.


(b)     Committee Discretion.  The terms of each Award need not be
identical, and the Committee 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
Committee at the time of grant or at any time thereafter.


(c)     Dividends and Cash Awards.  In the discretion of the Committee, any Award
under the Plan may provide the Participant with (i) dividends or dividend
equivalents payable (in cash or in the form of Awards under the Plan) currently
or deferred with or without interest and (ii) cash payments in lieu of or in
addition to an Award.


(d)     Termination of Employment.  The Committee shall determine the effect on
an Award of the disability, death, retirement or other termination of
employment of a Participant and the extent to which, and the period during
which, the Participant’s legal representative, guardian or Designated
Beneficiary may receive payment of an Award or exercise rights thereunder.


(e)     Change in Control.  In order to preserve a Participant’s rights
under an Award 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 Award is
made 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 or payment of the Award, (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 or payment
of the Award had the Award been exercised or paid upon the change in control, (iii)
adjust the terms of the Award in a manner determined by the Committee to
reflect the change in control, (iv) cause the Award to be assumed, or new
rights substituted therefor, by 



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another entity, or (v)
make such other provision as the Committee may consider equitable to
Participants and in the best interests of the Company.


(f)     Transferability.  In the discretion of the Committee, any Award
may be made transferable upon such terms and conditions and to such extent as
the Committee determines.  The Committee
may in its discretion waive any restriction on transferability.


(g)     Loans.  The Committee may authorize the making of
loans or cash payments to Participants in connection with the grant or exercise
of any Award under the Plan, which loans may be secured by any security,
including Common Stock, underlying or related to such Award (provided that the
loan shall not exceed the Fair Market Value of the security subject to such
Award), and which may be forgiven upon such terms and conditions as the
Committee may establish at the time of such loan or at any time thereafter.


(h)     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 Awards 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 otherwise due to
the Participant.  In the Committee’s
discretion, such tax obligations may be paid in whole or in part in shares of
Common Stock, including shares retained from the Award creating the tax
obligation, valued at their Fair Market Value on the date of  delivery.


(i)     Foreign Nationals.  Awards may be made 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.


(j)     Amendment of Award.  The Committee may amend, modify or terminate
any outstanding Award, including substituting therefor another Award of the
same or a different type, changing the date of exercise or realization,
provided that the Participant’s consent to such action shall be required unless
the Committee determines that the action, taking into account any related
action, would not materially and adversely affect the Participant.


7.             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.


“Award” means any
Stock Option granted under the Plan.


“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.


“Common Stock” or “Stock”
means the common stock, $.01 par value, of the Company.


“Company” means
Genzyme Corporation.


“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.



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“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 Award under the Plan.


“Pricing Date”
means the date on which the Award is granted, except that the Committee may
provide that the Pricing Date for an Award granted to a new employee or consultant
shall be the date on which the recipient is hired or engaged if the grant of
the Award occurs within 90 days of the date such employment or engagement
commences.


“Stock Option” or “Option”
means an option to purchase shares of Common Stock awarded to a Participant
under Section 5.


8.     Miscellaneous


(a)     Rights Limited.  Any Award 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 Award shall entitle a person to any
future Award.  In no event shall the
Plan, or any Award 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 Award 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 right 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 Award 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 Stockholder.  Subject to the provisions of the applicable
Award, no Participant or Designated Beneficiary shall have any rights as a
stockholder with respect to any shares of Common Stock to be distributed under
the Plan until he or she becomes the holder thereof.  A Participant to whom Common Stock is awarded
shall be considered the holder of the Stock at the time of the Award except as
otherwise provided in the applicable Award.


(c)     Effective Date.  The Plan shall be effective on October 16,
1997.


(d)     Amendment of Plan.  The Board may amend, suspend or terminate the
Plan or any portion thereof at any time.


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


	
  

  	
  Approved by the
  Board of Directors on October 16,1997.

  
	
   

  	
  Amended by the
  Board of Directors on March 24, 1999.

  
	
   

  	
  Amended by the Board
  of Directors on August 26, 1999.

  
	
   

  	
  Amended by the
  Compensation Committee on March 2, 2000.

  
	
   

  	
  Amended by the
  Compensation Committee on February 9, 2001.

  
	
   

  	
  Amended by the
  Compensation Committee on May 30, 2001.

  
	
   

  	
  2-for-1 stock
  split on 6/1/01.

  
	
   

  	
  Amended by the
  Compensation Committee on May 29, 2002.

  
	
   

  	
  Amended by the
  Compensation Committee on February 26, 2003.

  
	
   

  	
  Amended by the
  Board of Directors on June 30, 2003.

  
	
   

  	
  Amended by the
  Board of Directors on March 14, 2005.

  
	
   

  	
  Amended by the
  Board of Directors on December 4, 2006

  



 



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