**Exhibit 10.14.1**

GENZYMECORPORATION
| NOTICE OF GRANT OF STOCK OPTIONS |   | ID:  06-1047163 |
|----------------------------------|--------|----------------------|
| AND OPTION AGREEMENT             |   | 500 Kendall Street   |
|                             |   |                 |
|                             |   |                 |
|                             |   | Cambridge, MA 02142  |
|                             |   |                 |
|                             |   |                 |
| OPTIONEE NAME                    |   | OPTION NUMBER:       |
| OPTIONEE ADDRESS                 |   | PLAN:                |
|                             |   | ID:                  |

 

Effective                     , you have been granted a(n) Incentive Stock Option to buy                 shares of GENZYME CORPORATION (the Company) stock at $              per share.

The total option price of the shares granted is $             .

Shares in each period will become fully vested on the date shown.
| Shares | ** ** | **Vest Type** | ** ** | **Full Vest** | ** ** | **Expiration** |
|--------|------------|---------------|------------|---------------|------------|----------------|
|   |       |          |       |          |       |           |
|   |       |          |       |          |       |           |

 

MAINTAIN THIS COPY FOR YOUR RECORDS.

These options are granted under and governed by the terms and conditions of the Company’s Stock Option plan as amended and the Option Agreement, all of which are attached and made a part of this document.
|   | Date: |
|--------|-------|
|   | Time: |

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***GENZYMECORPORATION 2001 EQUITY INCENTIVE PLANOFFICER (TIER I/II)INCENTIVE STOCK OPTION TERMS AND CONDITIONS***

1.  Plan Incorporated by Reference. ThisOption is issued pursuant to the terms of the Plan and may be amended asprovided in the Plan. Capitalized terms used and not otherwise defined in thiscertificate have the meanings given to them in the Plan. This certificate doesnot set forth all of the terms and conditions of the Plan, which areincorporated herein by reference. The Committee administers the Plan and itsdeterminations regarding the operation of the Plan are final and binding.Copies of the Plan may be obtained upon written request without charge from theShareholder Relations Department of the Company.

2.  Option Price. The price to be paid foreach share of Common Stock issued upon exercise of the whole or any part ofthis Option is the option price set forth on the face of this certificate (the “OptionPrice”).

3.  Exercisability Schedule. This Optionmay be exercised at any time and from time to time up to the number of sharesand in accordance with the exercisability schedule set forth on the face ofthis certificate, but only for the purchase of whole shares. This Option maynot be exercised as to any shares after the date of expiration set forth on theface of this certificate (the “Expiration Date”).

4.  Method of Exercise. To exercise thisOption, the Participant shall deliver written notice of exercise to the Companyspecifying the number of shares with respect to which the Option is beingexercised accompanied by payment of the Option Price for such shares in cash,by certified check or in such other form, including shares of Common Stock ofthe Company valued at their Fair Market Value on the date of delivery, as theCommittee may approve. Promptly following such notice, the Company will deliverto the Participant a certificate representing the number of shares with respectto which the Option is being exercised.

5.  Recapitalization, Mergers, Etc. In theevent of a consolidation or merger of the Company with another entity, the saleor exchange of all or substantially all of the assets of the Company or areorganization or liquidation of the Company, the Committee may upon writtennotice to the Participant provide that this Option shall terminate on a datenot less than 20 days after the date of such notice unless theretoforeexercised. In connection with such notice, the Committee may in its discretionaccelerate or waive any deferred exercise period.  Notwithstanding the foregoing, in the eventof a change in control of the Company (as defined in a vote of the CompensationCommittee adopted May 29, 2002), this Option shall become exercisable as to allshares without regard to any deferred exercisability schedule or deferredexercise period.

6.  Option Not Transferable. This Option isnot transferable by the Participant otherwise than by will or the laws ofdescent and distribution, and is exercisable, during the Participant’slifetime, only by the Participant. The naming of a Designated Beneficiary doesnot constitute a transfer.

7.  Exercise of Option After Termination ofEmployment. If the Participant’s employment with (a) the Company, (b) anAffiliate, or (c) a corporation (or parent or subsidiary corporation of suchcorporation) issuing or assuming a stock option in a transaction to whichsection 424(a) of the Code applies, is terminated for any reason other than bydisability (within the meaning of section 22(e)(3) of the Code) death orretirement, the Participant may exercise the rights which were available to theParticipant at the time of such termination only within three months from thedate of termination. If Participant’s employment is terminated as a result ofdisability, such rights may be exercised within twelve months from the date oftermination.  If Participant’s employmentis terminated as a result of retirement (which is defined as a minimum of age60 plus a minimum of five years of service provided employment is notterminated for cause), this Stock Option shall become exercisable as to allshares without regard to any deferred exercise period, and such rights may beexercised within three years from the date of termination.  Upon the death of the Participant, his or herDesignated Beneficiary shall have the right, at any time within twelve monthsafter the date of death, to exercise in whole or in part any rights that wereavailable to the Participant at the time of death.  If the Participant’s employment is terminatedfor cause, the Participant may exercise the rights which were available to theParticipant at the time of such termination only within three months from thedate of termination.  Termination by theCompany of the Participant’s employment for “cause” shall mean termination upon(A) the willful and continued failure by him or her to substantially performhis or her duties with the Company (other than any such failure resulting fromhis or her incapacity due to physical or mental illness) after a written demandfor substantial performance is delivered to the Participant by the Company,which demand specifically identifies the manner in which the Company believesthat he or she has not substantially performed his or her duties, or (B) thewillful engaging by the Participant in conduct which is demonstrably andmaterially injurious to the Company, monetarily or otherwise.  No act, or failure to act, on the Participant’spart shall be deemed “willful” unless done, or omitted to be done, by him orher not in good faith and without reasonable belief that his or her action oromission was in the best interest of the Company.  In the case of any Participant who is acorporate officer of the Company, determination for purposes of this section ofwhether termination of such Participant’s employment is for “cause” shall bemade by the Committee.  In the case ofany Participant who is not a corporate officer of the Company, determinationfor purposes of this section of whether termination of such Participant’semployment is for “cause” shall be made by the Senior Vice President, ChiefHuman Resources Officer, in his sole discretion, whose decision shall be final.Notwithstanding any of the foregoing, no rights under this Stock Option may beexercised after the Expiration Date.

8.  Compliance with Securities Laws. Itshall be a condition to the Participant’s right to purchase shares of CommonStock hereunder that the Company may, in its discretion, require (a) that theshares of Common Stock reserved for issue upon the exercise of this Optionshall have been duly listed, upon official notice of issuance, upon anynational securities exchange or automated quotation system on which the Company’sCommon Stock may then be listed or quoted, (b) that either (i) a registrationstatement under the Securities Act of 1933 with respect to the shares shall bein effect, or (ii) in the opinion of counsel for the Company, the proposedpurchase shall be exempt from registration under that Act and the Participantshall have made such undertakings and agreements with the Company as theCompany may reasonably require, and (c) that such other steps, if any, ascounsel for the Company shall consider necessary to comply with any lawapplicable to the issue of such shares by the Company shall have been taken bythe Company or the Participant, or both. The certificates representing theshares purchased under this Option may contain such legends as counsel for theCompany shall consider necessary to comply with any applicable law.

9.  Payment of Taxes. The Participantshall pay to the Company, or make provision satisfactory to the Company forpayment of any taxes required by law to be withheld with respect to theexercise of this Option. The Committee may, in its discretion, require anyother federal or state taxes imposed on the sale of the shares to be paid bythe Participant.  In the Committee’sdiscretion, such tax obligations may be paid in whole or in part in shares of CommonStock, including shares retained from the exercise of this Option, valued attheir Fair Market Value on the date of delivery.  The Company and its Affiliates may, to theextent permitted by law, deduct any such tax obligations from any payment ofany kind otherwise due to the Participant.

*10. Noticeof Sale of Shares Required.  The Participantagrees to notify the Company in writing within 30 days of the disposition ofany shares purchased upon exercise of this Option if such disposition occurswithin two years of the date of the grant of this Option or within one yearafter such purchase.*

11.  RightsLimited.  The Committee, in its solediscretion, shall determine from the group of eligible persons whether anindividual shall be a Participant under the Plan.  Any Option grant made under the Plan shall bemade in the sole discretion of the Committee, or its delegate as appointed inaccordance with the Plan, and no prior Option grant shall entitle a person toany future Award.  In no event shall thePlan, or any Option grant made under the Plan, form a part of an employee’s orconsultant’s contract of employment or service, if any.  Neither the Plan,nor any Option grant made under the Plan, shall confer upon any employee orconsultant of the Company or its Affiliate any right with respect to thecontinuance of his or her employment by, or other service with, the Company orits Affiliate, nor shall they limit the rights of the Company or its Affiliateto terminate the employee or consultant or otherwise change the terms ofservice.  No Participant or DesignatedBeneficiary shall have any rights as a shareholder with respect to any sharesof Common Stock to be issued under the Plan or any Option until he or she becomesthe holder thereof.  The loss of existing

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orpotential profit in an Option grant shall not constitute an element of damagesin the event of termination of employment or service for any reason, even ifthe termination is in violation of an obligation of the Company or itsAffiliate to the Participant.

12.  Acceptance.  Failure of the Participant to accept theterms and conditions of this Option in accordance with the requirements of theCommittee or its delegate, as applicable, can result in adverse consequences tothe Participant, including cancellation of the Option.
| ACKNOWLEDGED AND AGREED: |
|--------------------------|
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| Participant Signature    |
|                     |
|                     |   |
| Participant Name (Print) |
|                     |
|                     |   |
| Date                     |
|                     |
| *Revised  12/4/06*       |

 

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