**Exhibit 10.14**

**GENZYMECORPORATION**

**2001 EQUITYINCENTIVE PLAN**

1.             **Purpose.**

The purpose of the Genzyme Corporation 2001 EquityIncentive Plan (the “Plan”) is to attract and retain key employees andconsultants of the Company and its Affiliates, to provide an incentive for themto achieve long-range performance goals, and to enable them to participate inthe long-term growth of the Company by granting stock options (“Options”) withrespect to the Company’s Common Stock. Certain capitalized terms used herein aredefined in Section 6 below.

The Planconstitutes an amendment and restatement of the Company’s 1990 Equity IncentivePlan (the “Prior Plan”), which is hereby merged with and into the Plan, and theseparate existence of the Prior Plan shall terminate on the effective date ofthe Plan. The rights and privileges of holders of outstanding options andrights under the Prior Plan shall not be adversely affected by the foregoingaction.

2.             **Administration.**

The Plan shall beadministered by the Committee; provided, that the Board may in any instanceperform any of the functions of the Committee hereunder.  The Committee shall determine the terms andconditions of the Options.  The Committeeshall have authority to adopt, alter and repeal such administrative rules, guidelinesand practices governing the operation of the Plan as it shall from time to timeconsider advisable, and to interpret the provisions of the Plan.  The Committee’s decisions shall be final andbinding.  To the extent permitted byapplicable law, the Committee may delegate to one or more executive officers ofthe Company the power to grant Options to Participants who are not ReportingPersons or Covered Employees and all determinations under the Plan with respectthereto, provided that the Committee shall fix the maximum amount of suchOptions for all such Participants and a maximum for any one Participant.

3.             **Eligibility.**

All employees andconsultants of the Company or any Affiliate capable of contributingsignificantly to the successful performance of the Company, other than a personwho has irrevocably elected not to be eligible, are eligible to be Participantsin the Plan.  Incentive Stock Options maybe granted only to persons eligible to receive such Options under theCode.  The Committee, in its solediscretion, shall determine from the group of eligible persons whether anindividual 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 ofCommon Stock.  If any Options (includingany Options under the Prior Plan) expire or are terminated unexercised or areforfeited or settled in a manner that results in fewer shares outstanding thanwere granted, the shares subject to such Options, to the extent of suchexpiration, termination, forfeiture or decrease, shall again be available forgrant under the Plan.  Common Stockissued through the assumption or substitution of outstanding grants from anacquired company shall not reduce the shares available for Option grants underthe Plan.  Shares issued under the Planmay 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 CommonStock such that an adjustment is required in order to preserve the benefitsintended to be provided by the Plan, then the Committee (subject in the case ofIncentive Stock Options to any limitation required under the Code) shallequitably adjust any or all of (i) the number and kind of shares in respect ofwhich Option grants may be made under the Plan, (ii) the number and kind ofshares subject to outstanding Options and (iii) the exercise price with respectto any of the foregoing, provided that the number of shares subject to anyOption grant shall always be a whole number, and if considered appropriate, theCommittee may make provision for a cash payment with respect to an outstandingOption.  No adjustment to decrease theexercise price of outstanding stock options granted under the plan with respectto 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 anyParticipant in the aggregate in any calendar year shall not exceed 1,000,000shares of Common Stock.

5.             **General Provisions**.

(a)           ***Grant of Options***.   Subject to the provisions of the Plan, theCommittee may grant Options to purchase shares of Common Stock (i) complyingwith the requirements of Section 422 of the Code or any successor provision andany regulations thereunder (“Incentive Stock Options”) and (ii) not intended tocomply with such requirements (“Nonstatutory Stock Options”).  The Committee shall determine the number ofshares subject to each Option and the exercise price therefor, which shall notbe less than 100% of the Fair Market Value of the Common Stock on the date ofGrant, provided that a Nonstatutory Stock Option granted to a new employee orconsultant in connection with the hiring of such person may have a lowerexercise price so long as it is not less than 100% of Fair Market Value on thedate the person accepts the Company’s offer of employment or the dateemployment commences, whichever is lower. No Options may be granted hereunder more than ten years after theeffective date of the Plan.

(b)           ***Terms and Conditions***.   Each Option shall be exercisable at suchtimes and subject to terms and conditions as the Committee may specify in theapplicable grant or thereafter.  TheCommittee 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 anyexercise of an Option until payment in full of the exercise price therefor isreceived by the Company.  Such paymentmay be made in whole or in part in cash or, to the extent permitted by theCommittee at or after the grant of the Option, by delivery of a note or othercommitment satisfactory to the Committee or shares of Common Stock owned by theoptionee (which shares must be owned for at least six months) valued at theirFair Market Value on the date of delivery, or such other lawful consideration,including a payment commitment of a financial or brokerage institution, as theCommittee may determine.

(d)           ***Documentation***.   Options granted under the Plan shall beevidenced by a writing delivered to the Participant or agreement executed bythe Participant specifying the terms and conditions thereof and containing suchother terms and conditions not inconsistent with the provisions of the Plan asthe Committee considers necessary or advisable to achieve the purposes of thePlan or to comply with applicable tax and regulatory laws and accountingprinciples.

(e)           ***Committee Discretion***.   Each Option grant may be made alone, inaddition to or in relation to any other Option grant.  The terms of each Option grant need not beidentical, and the Committee need not treat Participants uniformly.  Except as otherwise provided by the Plan or aparticular Option grant, any determination with respect to an Option grant maybe 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, anyOption grant under the Plan may provide the Participant with (i) dividends ordividend 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 lieuof or in addition to an Option grant.

(g)           ***Termination of Service***.   The Committee shall determine the effect onan Option of the disability, death, retirement or other termination of serviceof a Participant and the extent to which, and the period during which, theParticipant’s legal representative, guardian or Designated Beneficiary mayexercise rights thereunder.

(h)           ***Change in Control*.**   In order to preserve a Participant’s rightsunder an Option in the event of a change in control of the Company (as definedby the Committee), the Committee in its discretion may, at the time an Optionis granted or at any time thereafter, take one or more of the followingactions:  (i) provide for theacceleration 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 FairMarket Value equal to the amount that would have been received upon theexercise of the Options had the Options been exercised upon the change incontrol, (iii) adjust the terms of the Options in a manner determined by theCommittee to reflect the change in control, (iv) cause the Options to beassumed, or new rights substituted therefor, by another entity, or (v) makesuch other provision as the Committee may consider equitable to Participantsand in the best interests of the Company.

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

(j)            ***Withholding Taxes***.   The Participant shall pay to the Company, ormake provision satisfactory to the Committee for payment of, any taxes requiredby law to be withheld in respect of Options under the Plan no later than thedate 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 theParticipant hereunder or otherwise.  Inthe Committee’s discretion, the minimum tax obligations required by law to bewithheld in respect of Options may be paid in whole or in part in shares ofCommon Stock, including shares retained from the Options creating the taxobligation, valued at their Fair Market Value on the date of retention ordelivery.

(k)           ***Foreign Nationals***.   Options may be granted to Participants whoare foreign nationals or employed outside the United States on such terms andconditions different from those specified in the Plan as the Committeeconsiders necessary or advisable to achieve the purposes of the Plan or tocomply with applicable laws.

(l)            ***Amendments***.   The Committee may amend, modify or terminateany outstanding Option, including substituting therefor another Option of thesame or a different type, changing the date of exercise or realization andconverting an Incentive Stock Option to a Nonstatutory Stock Option, providedthat the Participant’s consent to such action shall be required (a) if suchaction would terminate, or reduce the number of shares issuable under anOption, unless any time period relating to the exercise of such Option or theeliminated portion, as the case may be, is accelerated before such terminationor reduction, in which case the Committee may provide for the Participant toreceive cash or other property equal to the net value that would be receivedupon exercise of the terminated Option or the eliminated portion, as the casemay be, and (b) in any other case, unless the Committee determines that theaction, taking into account any related action, would not materially andadversely affect the Participant.  Noadjustment to decrease the exercise price of outstanding stock options grantedunder the plan with respect to a re-pricing program will be made withoutshareholder approval.

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6.             **Certain Definitions**.

“Affiliate” meansany business entity in which the Company owns directly or indirectly 50% ormore of the total voting power or has a significant financial interest asdetermined by the Committee.

“Board” means theBoard of Directors of the Company.

“Code” means theInternal Revenue Code of 1986, as amended from time to time, or any successorlaw.

“Committee” meansone or more committees each comprised of not less than two members of the Boardappointed by the Board to administer the Plan or a specified portionthereof.  Unless otherwise determined bythe Board, if a Committee is authorized to grant Options to a Reporting Personor a Covered Employee, each member shall be a “non-employee director” withinthe 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” meansGenzyme Corporation.

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

“DesignatedBeneficiary” means the beneficiary designated by a Participant, in a mannerdetermined by the Committee, to receive amounts due or exercise rights of theParticipant in the event of the Participant’s death.  In the absence of an effective designation bya Participant, “Designated Beneficiary” means the Participant’s estate.

“Exchange Act”means the Securities Exchange Act of 1934, as amended from time to time, or anysuccessor law.

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

“Participant”means a person selected by the Committee to receive an Option Grant under thePlan.

“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 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 Option grant.  In no eventshall the Plan, or any Option grant made under the Plan, form a part of anemployee’s or consultant’s contract of employment or service, if any.  Neither the Plan, nor any Option grant madeunder the Plan, shall confer upon any employee or consultant of the Company orits Affiliate any right with respect to the continuance of his or heremployment by, or other service with, the Company or its Affiliate, nor shallthey limit the rights of the Company or its Affiliate to terminate the employeeor consultant or otherwise change the terms of service.  The loss of existing or potential profit inan Option grant shall not constitute an element of damages in the event oftermination of employment or service for any reason, even if the termination isin violation of an obligation of the Company or its Affiliate to theParticipant.

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(b)           ***No Rights As Shareholder***.   Subject to the provisions of the applicableOption grant, no Participant or Designated Beneficiary shall have any rights asa shareholder with respect to any shares of Common Stock to be issued under thePlan until he or she becomes the holder thereof.

(c)           ***Effective Date***.   The Plan shall be effective on the date itis approved by the shareholders.

(d)           ***Amendment of Plan***.   The Board may amend, suspend or terminatethe Plan or any portion thereof at any time, subject to such shareholderapproval as the Board determines to be necessary or advisable to comply withany tax or regulatory requirement.

(e)           ***Governing Law***.   The provisions of the Plan shall be governedby and interpreted in accordance with the laws of the Commonwealth ofMassachusetts.
|        | 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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