##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-K/A
 Amendment No. 1
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2010
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from           to
 Commission file number 0-14680
 
 GENZYME CORPORATION
 (Exact name of registrant as specified in its charter)
 Massachusetts(State or other jurisdiction of 
incorporation or organization)
    
    06-1047163(I.R.S. Employer
Identification No.)500 Kendall Street 
Cambridge, Massachusetts(Address of principal executive offices)
    
    02142(Zip Code)
 (617) 252-7500  (Registrants telephone number, including area code)
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredGenzyme Common Stock, $0.01 par value
    
    The Nasdaq Global Select Market(Genzyme Stock)
 Securities registered pursuant to Section 12(g) of the Act:
None
 þ o
 o þ
 þ o
 þ o
 þ
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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EXPLANATORY NOTE
    2




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##### 



TABLE OF CONTENTS
 PagePART IIIItem 10. Directors, Executive Officers And Corporate Governance
    
    
    4Item 11. Executive Compensation
    
    
    10Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
    
    
    33Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    36Item 14. Principal Accounting Fees and Services
    
    
    37PART IVItem
15. Exhibits and Financial Statement Schedules
    
    
    3815(a)(1) Financial Statements
    
    
    3815(b) Exhibits
    
    
    38SIGNATURES
    
    
    44EX-31.3EX-31.4
  3




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PART III
 
 Item 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 CURRENT DIRECTORS
  Name
    
    Age
    
    Principal Occupation
    
    Director SinceDouglas Berthiaume
    
    62
    
    President, Chief Executive Officer and Chairman
of the Board of Waters Corporation
    
    
    1988Robert Bertolini
    
    49
    
    Retired Schering-Plough Corp. executive
    
    
    2009Gail Boudreaux
    
    50
    
    Executive Vice President of United Health Group
Incorporated
    
    
    2004Steven Burakoff
    
    68
    
    Professor at Mount Sinai School of Medicine
    
    
    2010Robert Carpenter
    
    65
    
    President of Boston Medical Investors, Inc.
    
    
    1994Charles L. Cooney
    
    66
    
    Professor at Massachusetts Institute of Technology
    
    
    1983Victor Dzau
    
    65
    
    President and Chief Executive Officer of Duke
University Health System
    
    
    2000Eric J. Ende
    
    42
    
    Managing Director of Silverback Group and
President of Ende Consulting Group
    
    
    2010Dennis M. Fenton
    
    59
    
    Former Amgen, Inc. executive
    
    
    2010Connie Mack III
    
    70
    
    Consulting Partner at Liberty Partners
    
    
    2001Richard F. Syron
    
    67
    
    Professor at Boston College
    
    
    2006Henri Termeer
    
    65
    
    President and Chief Executive Officer of Genzyme
    
    
    1983Ralph Whitworth
    
    55
    
    Principal of Relational Investors LLC
    
    
    2010
  Douglas A. Berthiaume
 4




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Robert J. Bertolini
 Gail K. Boudreaux
 Steven J. Burakoff, M.D.,
 Robert J. Carpenter
 Charles L. Cooney, Ph.D.
 Victor J. Dzau, M.D.,
 5




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Eric J. Ende, M.D.,
 Dennis M. Fenton, Ph.D,
 Senator Connie Mack III
 Richard F. Syron, Ph.D.,
 6




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Henri A. Termeer
 Ralph V. Whitworth
 7




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EXECUTIVE OFFICERS
  Name
    
    Age
    
    TitleHenri A. Termeer
    
    64
    
    Chairman of the Board of Directors;
President and Chief Executive OfficerScott Canute
    
    49
    
    Executive Vice President; President,
Global Manufacturing and Corporate
OperationsZoltan A. Csimma
    
    69
    
    Senior Vice President; Chief Human
Resources OfficerThomas J. DesRosier
    
    56
    
    Senior Vice President; General
Counsel; Chief Legal OfficerJames A. Geraghty
    
    56
    
    Senior Vice PresidentDavid P. Meeker, M.D.
    
    56
    
    Chief Operating OfficerRichard A. Moscicki, M.D.
    
    58
    
    Senior Vice President, Clinical
Development and Medical Affairs; Chief
Medical OfficerAlan E. Smith, Ph.D.
    
    65
    
    Senior Vice President, Research; Chief
Scientific OfficerSandford D. Smith
    
    63
    
    Executive Vice President; President,
International GroupPeter Wirth
    
    60
    
    Executive Vice President, Legal and
Corporate Development; SecretaryMichael S. Wyzga
    
    55
    
    Executive Vice President, Finance;
Chief Financial Officer
 Mr. Termeer
 Mr. Canute
 Mr. Csimma
 8




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Mr. DesRosier
 Mr. Geraghty
 Dr. Meeker
 Dr. Moscicki
 Dr. Alan Smith
 Mr. Sandford Smith
 Mr. Wirth
 9




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Mr. Wyzga
 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
  CODE OF CONDUCT
  AUDIT COMMITTEE
  
 Item 11.
    
    EXECUTIVE COMPENSATION
 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
  COMPENSATION COMMITTEE REPORT
  10




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COMPENSATION DISCUSSION AND ANALYSIS
  Changes to 2010 Compensation Program
 Review of 2010.
  
    
    The sale of our genetic testing, diagnostic products and pharmaceutical intermediates
businesses. In November 2010, we completed the sale of the genetics testing business for
net cash proceeds of $915.9 million, and in December 2010, agreed to sell our diagnostics
products business for $265.0 million in cash,
 11




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which transaction closed in January 2011.
The sale of our pharmaceutical intermediates business was completed in February 2011.
 
    
    Implementing a program to reduce costs and increase operational efficiencies, primarily
through procurement improvements, spending reductions and workforce reductions, which
resulted in savings of approximately $26 million in the fourth quarter of 2010, and is
expected to result in approximately $275 million in savings in 2011.
 
    
    The repurchase of $1.0 billion of common stock, 15.6 million shares of which were
repurchased in June and 121,344 additional shares were repurchased in October 2010. The
repurchases were funded almost entirely by the proceeds from our sale of $1.0 billion in
notes in June 2010, consisting of $500.0 million of 3.625% senior notes due 2015, and
$500.0 million of 5.0% senior notes due 2020.
  
    
    to materially recover from the manufacturing issues that affected our Personalized
Genetic Health business and implement measures for sustaining operations for this business;
 
    
    advance our product pipeline; and
 
    
    renew the organization through new hires for certain senior positions and progressing
our business excellence initiatives.
  Changes to 2010 Compensation Program.
 
    
    components of compensation;
 
    
    performance/payout ranges;
 
    
    financial metrics; and
 
    
    performance measurement.
  
    
    align incentive compensation with a broader set of measures of company performance that
we believed appropriately reflected the factors most important to the creation of
shareholder value: revenue growth, capital efficiency/profitability, and key business
objectives; and
 
    
    provide greater transparency to our shareholders regarding executive compensation
decisions.
 12




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 Annual Incentive Program  Long-Term Incentive Program
 Objectives and Overview of Executive Compensation.
   Process and Philosophy for Setting Executive Compensation.
  
    
    financial performance, with an emphasis on return on capital financial metrics;
 
    
    company growth and internal product development;
 
    
    strategic management of the complexities of a global business with a diverse and growing
product portfolio and expanding the business into a number of new markets; and
 
    
    operational business management, including development of a diverse and complex global
manufacturing infrastructure, investment in strong science and research capabilities,
integration of acquisitions, and development of a strong executive management team.
 Risk Considerations.
 13




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Process and Philosophy for
Setting Executive Compensation,
 Peer Group and Market Analysis.
 
    
    revenue size and growth rate;
 
    
    research and development expense;
 
    
    number of employees;
 
    
    market capitalization;
 
    
    one- and three-year total shareholder return;
 
    
    net income;
 
    
    similarity of core businesses to ours;
 
    
    international presence; and
 
    
    labor market competition.
   Annual Incentive Program.
  
    
    encourage behavior measured in the short-term that would contribute to growth and return
on capital objectives over the following three to five years, focusing on both short-term
financial metrics and key business objectives;
 
    
    create incentives for building sustainable growth and return on capital without
inappropriate risk taking;
 
    
    utilize metrics that would be transparent to both shareholders and participants; and
 
    
    align performance and payment ranges with competitive positioning.
 14




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
    
    corporate revenue;
 
    
    cash flow return on invested capital; and
 
    
    key business objectives:
 o
    
    to materially recover from the manufacturing issues that affected our Genetic
Diseases business and implement measures for sustaining operations for this business,o
    
    advance our product pipeline, ando
    
    renew the organization through new hires for certain senior positions and
advance our business excellence initiatives.
   
    
    40% corporate revenue;
 
    
    20% cash flow return on invested capital; and
 
    
    20% key business objectives.
  
    
    35% corporate revenue;
 
    
    15% cash flow return on invested capitaI;
 
    
    15% key business objectives; and
 
    
    15% division operating income.
  Performance range
    
    Payout rangeRevenue
    
    
    90% - 115
    %
    
    
    30% - 200
    %Cash flow return on
invested capital
    
    
    90% - 115
    %
    
    
    50% - 200
    %Division operating income
    
    set on a division by division basis
    
    
    50% - 180
    %
    15




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Long-Term Incentive Program.
  
    
    relative total shareholder return, or TSR, measured against the performance of a subset
of biotechnology peer companies (currently 28 companies) in the S&P 500 Health Care Index;
and
 
    
    cash flow return on invested capital.
 Each Metric is Weighted Equally.
  Performance Level
    
    Percentile RankThreshold
    
    40thTarget
    
    65thMaximum
    
    75th
    16




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Mr. Termeers 2010 Compensation.
 Review of 2010
  17




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2010 ($)
    
    % of Total(approved)
    
    CompensationBase salary
    
    
    1,643,460
    
    
    
    15
    %Target annual cash incentive individual performance
    
    
    427,300 corporate revenue
    
    
    854,600 cash flow return on invested capital
    
    
    427,300 key business objectives
    
    
    427,300Total target annual cash incentive (1)
    
    
    2,136,500
    
    
    
    20
    %Total target cash compensation
    
    
    3,779,960
    
    
    
    35
    %Value of equity awards (2) stock options
    
    
    3,768,802
    
    
    
    35
    % performance RSUs
    
    
    3,186,001
    
    
    
    30
    %Total equity value
    
    
    6,954,803
    
    
    
    65
    %Total compensation
    
    
    10,734,763
    
    
    
    100
    %
 
 (1)
    
    None of the corporate revenue or cash flow return on invested capital cash incentive was paid
to Mr. Termeer for 2010. Total compensation paid to Mr. Termeer for 2010 is discussed below under
the Summary Compensation Table section of this Item 11.(2)
    
    Based on grant date fair value, discussed below under the Grants of Plan-Based Awards for
2010 section of this Item 11. 2010 Compensation for Named Executive Officers, Other than Mr. Termeer.
    18




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Review of 2010
  
    
    Mr. Termeers recommendations regarding each named executive officers performance in
2009 and assessment of the officers long-term potential at Genzyme;
 
    
    equity grant data from our peer group;
 
    
    survey data of long-term incentive practices prepared by Towers Watson; and
 
    
    our equity granting history for the last three years.
  19




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Mr. Wyzga
    
    
    
    
    
    Mr. Canute
    
    
    
    
    
    Dr. Meeker
    
    
    
    
    
    Mr. WirthBase salary
    
    
    532,000
    
    
    
    21
    %
    
    
    485,000
    
    
    
    10
    %
    
    
    600,000
    
    
    
    18
    %
    
    
    760,000
    
    
    
    27
    %Target annual cash incentive individual performance
    
    
    101,000
    
    
    
    
    
    
    
    101,000
    
    
    
    
    
    
    
    122,750
    
    
    
    
    
    
    
    101,000 corporate revenue
    
    
    202,000
    
    
    
    
    
    
    
    202,000
    
    
    
    
    
    
    
    245,500
    
    
    
    
    
    
    
    202,000 cash flow return on
invested capital
    
    
    101,000
    
    
    
    
    
    
    
    101,000
    
    
    
    
    
    
    
    122,750
    
    
    
    
    
    
    
    101,000 key business objectives
    
    
    101,000
    
    
    
    
    
    
    
    101,000
    
    
    
    
    
    
    
    122,750
    
    
    
    
    
    
    
    101,000Total target cash incentive
(1)
    
    
    505,000
    
    
    
    19
    %
    
    
    505,000
    
    
    
    10
    %
    
    
    613,750
    
    
    
    18
    %
    
    
    505,000
    
    
    
    18
    %Total target cash
compensation
    
    
    1,037,000
    
    
    
    40
    %
    
    
    990,000
    
    
    
    20
    %
    
    
    1,213,750
    
    
    
    36
    %
    
    
    1,265,000
    
    
    
    45
    %Value of equity awards (2)
    
    
    1,561,264
    
    
    
    60
    %
    
    
    4,033,625
    
    
    
    80
    %
    
    
    2,156,547
    
    
    
    64
    %
    
    
    1,561,264
    
    
    
    55
    %Total compensation
    
    
    2,598,264
    
    
    
    100
    %
    
    
    5,023,625
    
    
    
    100
    %
    
    
    3,370,297
    
    
    
    100
    %
    
    
    2,826,264
    
    
    
    100
    %
 
 (1)
    
    None of the corporate revenue or cash flow return on invested capital cash incentive was
paid for 2010. Total compensation paid to the named executive officers for 2010 is discussed below
under the Summary Compensation Table section of this Item 11.(2)
    
    Based on grant date fair value, disussed below under the Grants of Plan-Based Awards for
2010 section of this Item 11. Executive Employment
Agreements.
 
    
    certain life and disability insurance benefits;
 
    
    eligibility to participate in the companys annual cash incentive plan;
 
    
    eligibility to participate in the companys equity incentive plans;
 
    
    certain payments and benefits for termination without cause, with or without a change in
control event, or termination by the executive for good reason following a change in
control;
 
    
    accelerated vesting of equity awards in the event of termination without a change in
control event without cause, or due to death or disability; and
 
    
    confidentiality, non-competition and ownership of inventions provisions.
 Executive Severance Agreements.
 Executive Employment Agreements
 Potential Payments upon
Termination or Change in Control
 20




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Tax Deduction Limits on Executive Compensation.
  SUMMARY COMPENSATION TABLE
  Non-EquityIncentive
    
    
    AllPlan
    
    
    OtherStock
    
    
    Option
    
    
    Compen-
    
    
    CompenName and Principal
    
    
    
    
    
    Salary
    
    
    Awards
    
    
    Awards
    
    
    sation
    
    
    -sationPosition
    
    Year
    
    
    ($)(1)
    
    
    ($)(1)
    
    
    ($)(1)
    
    
    ($)
    
    
    ($)(2)
    
    
    Total ($)Henri A. Termeer
    
    
    2010
    
    
    
    1,643,460
    
    
    
    3,186,001
    
    
    
    3,768,802
    
    
    
    918,695
    
    
    
    128,132
    
    
    
    9,645,090Chief Executive Officer (3)(5)
    
    
    2009
    
    
    
    1,704,725
    
    
    
    3,733,709
    
    
    
    3,944,780
    
    
    
    0
    
    
    
    124,189
    
    
    
    9,507,4032008
    
    
    
    1,578,514
    
    
    
    4,588,160
    
    
    
    4,454,400
    
    
    
    1,962,725
    
    
    
    115,502
    
    
    
    12,699,301Michael S. Wyzga
    
    
    2010
    
    
    
    532,000
    
    
    
    713,284
    
    
    
    847,980
    
    
    
    176,750
    
    
    
    14,249
    
    
    
    2,284,263Executive Vice President;
    
    
    2009
    
    
    
    551,785
    
    
    
    835,905
    
    
    
    887,576
    
    
    
    100,000
    
    
    
    14,256
    
    
    
    2,389,522Chief Financial Officer
    
    
    2008
    
    
    
    509,538
    
    
    
    1,027,200
    
    
    
    1,002,240
    
    
    
    489,500
    
    
    
    13,347
    
    
    
    3,041,825Scott A. Canute (4)
    
    
    2010
    
    
    
    410,385
    
    
    
    2,168,510
    
    
    
    1,865,115
    
    
    
    217,150
    
    
    
    170,858
    
    
    
    4,832,018Executive Vice President; President, Global
Manufacturing and
Corporate OperationsDavid P. Meeker, M.D.
    
    
    2010
    
    
    
    573,219
    
    
    
    966,399
    
    
    
    1,190,148
    
    
    
    227,088
    
    
    
    10,187
    
    
    
    2,967,041Chief Operating Officer
    
    
    2009
    
    
    
    491,731
    
    
    
    835,905
    
    
    
    887,576
    
    
    
    96,880
    
    
    
    9,985
    
    
    
    2,322,0772008
    
    
    
    424,308
    
    
    
    1,027,200
    
    
    
    1,002,240
    
    
    
    450,803
    
    
    
    9,643
    
    
    
    2,914,194Peter Wirth
    
    
    2010
    
    
    
    760,000
    
    
    
    713,284
    
    
    
    847,980
    
    
    
    217,150
    
    
    
    16,611
    
    
    
    2,555,025Executive Vice President (5)
    
    
    2009
    
    
    
    788,462
    
    
    
    835,905
    
    
    
    887,576
    
    
    
    105,000
    
    
    
    16,611
    
    
    
    2,633,5542008
    
    
    
    734,331
    
    
    
    1,027,200
    
    
    
    1,002,240
    
    
    
    489,500
    
    
    
    15,711
    
    
    
    3,268,982
 21




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(1)
    
    We are required to account for equity awards at fair value. In 2010, we granted equity
awards under a long-term incentive program for senior executives that includes a combination
of time vesting stock options and performance and market vesting restricted stock units, or
PSUs, tied to the achievement of pre-established performance and market goals over a
three-year performance period. The value of stock option awards was determined using the
Black-Scholes option valuation model, which estimates the value of an equity award using
subjective assumptions which can vary over time. PSUs granted in 2010 have a performance
period from 2010 through 2012 and performance metrics of (1) cash flow return on invested
capital and (2) relative total shareholder return, or R-TSR. The fair value of PSUs subject
to the cash flow return on investment performance metric is estimated based on the market
value of our stock on the date of grant using the Black-Scholes valuation model. We use a
lattice model with a Monte Carlo simulation to determine the fair value of PSUs subject to the
R-TSR performance metric. Valuation information regarding the 2010 option and PSU awards can
be found below under the Grants of Plan-Based Awards for 2010 section of this Item 11. For
a more complete discussion of the relevant assumptions we use to calculate the grant date fair
value of option awards, see Note A, Summary of Significant Accounting PoliciesStock-Based
Compensation, and Note N, Stockholders Equity, to our consolidated financial statements
included in Part II, Item 8. of the Original Filing.(2)
    
    All other compensation above includes company contributions made under our retirement
savings plan, a 401(k) plan.(3)
    
    For security purposes we provide a driver to Mr. Termeer for commuting to and from work and
work-related events. The cost to the company of providing this benefit to Mr. Termeer was
$84,329 for 2010, $81,386 for 2009 and $73,599 for 2008 and is included in All Other
Compensation for Mr. Termeer. This cost is based on the drivers salary plus vehicle
expenses, including gas, mileage, and vehicle lease expense.(4)
    
    Mr. Canute joined the Company on March 1, 2010. All other compensation for Mr. Canute
includes a sign-on bonus of $50,000 and relocation costs totaling $106,158.(5)
    
    All other compensation for Mr. Termeer for 2010, 2009 and 2008 includes insurance premiums
totaling $28,103 in each year that we paid for life and disability insurance benefits. For
Mr. Wirth, all other compensation includes insurance premiums of $1,911 for each of 2010, 2009
and 2008 that we paid for life insurance benefits. We have provided these insurance policies
to ensure Messrs. Termeer and Wirth receive a similar level of benefit as is provided in our
group plans, as their calculated benefits under our group plan exceed the maximum limits. 22




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GRANTS OF PLAN-BASED AWARDS FOR 2010
  All Other
    
    
    
    
    
    
    
    
    
    
    GrantStock
    
    
    All Other
    
    
    Exercise
    
    
    Date FairAwards:
    
    
    Option
    
    
    or
    
    
    Value ofEstimated Future Payouts Under Non-
    
    
Estimated Future Payouts Under
    
    
    Number
    
    
    Awards:
    
    
    Base
    
    
    StockEquity Incentive Plan Awards (1)
    
    
    Equity Incentive Plan Awards (2)
    
    
    of Shares
    
    
    Number of
    
    
    Price
    
    
    andThresh-
    
    
    
    
    
    
    
    
    
    
    
    
    
    of Stock
    
    
    Securities
    
    
    of Option
    
    
    OptionApproval
    
    
    Grant
    
    
    hold
    
    
    Target
    
    
    Maximum
    
    
    
    
    
    
    
    
    
    
    Max-
    
    
    or Units
    
    
    Underlying
    
    
    Awards
    
    
    AwardsName
    
    Date
    
    
    Date
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    Threshhold
    
    
    Target
    
    
    imum
    
    
    (#)
    
    
    Options (#)
    
    
    ($/Sh)
    
    
    ($)Henri A. Termeer
    
    
    1/22/2010
    
    
    
    N/A
    
    
    
    0
    
    
    
    2,136,500
    
    
    
    3,418,4002/24/2010
    
    
    
    2/24/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,912
    
    
    
    31,825
    
    
    
    31,825
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,798,1132/24/2010
    
    
    
    2/24/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,138
    
    
    
    31,825
    
    
    
    31,825
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,387,8886/15/2010
    
    
    
    6/16/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    190,000
    
    
    $
    51.52
    
    
    
    3,768,802Michael S. Wyzga
    
    
    1/22/2010
    
    
    
    N/A
    
    
    
    0
    
    
    
    505,000
    
    
    
    808,0002/24/2010
    
    
    
    2/24/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,562
    
    
    
    7,125
    
    
    
    7,125
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    402,5632/24/2010
    
    
    
    2/24/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,493
    
    
    
    7,125
    
    
    
    7,125
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    310,7216/15/2010
    
    
    
    6/16/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    42,750
    
    
    $
    51.52
    
    
    
    847,980Scott A. Canute
    
    
    3/1/2010
    
    
    
    N/A
    
    
    
    0
    
    
    
    505,000
    
    
    
    808,0003/1/2010
    
    
    
    3/1/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,562
    
    
    
    7,125
    
    
    
    7,125
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    412,0393/1/2010
    
    
    
    3/1/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,493
    
    
    
    7,125
    
    
    
    7,125
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    310,7213/1/2010
    
    
    
    3/15/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,000
    
    
    
    
    
    
    
    
    
    
    
    1,445,7503/1/2010
    
    
    
    3/15/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    $
    57.22
    
    
    
    1,017,1356/15/2010
    
    
    
    6/15/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    42,750
    
    
    $
    51.52
    
    
    
    847,980David P. Meeker
    
    
    1/22/2010
    
    
    
    N/A
    
    
    
    0
    
    
    
    650,000
    
    
    
    1,040,0002/24/2010
    
    
    
    2/24/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,562
    
    
    
    7,125
    
    
    
    7,125
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    402,5632/24/2010
    
    
    
    2/24/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,493
    
    
    
    7,125
    
    
    
    7,125
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    310,7214/1/2010
    
    
    
    4/1/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,437
    
    
    
    2,875
    
    
    
    2,875
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    151,0814/1/2010
    
    
    
    4/1/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,006
    
    
    
    2,875
    
    
    
    2,875
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    102,0346/15/2010
    
    
    
    6/16/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    60,000
    
    
    $
    51.52
    
    
    
    1,190,148Peter Wirth
    
    
    1/22/2010
    
    
    
    N/A
    
    
    
    0
    
    
    
    505,000
    
    
    
    808,0002/24/2010
    
    
    
    2/24/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,562
    
    
    
    7,125
    
    
    
    7,125
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    402,5632/24/2010
    
    
    
    2/24/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,493
    
    
    
    7,125
    
    
    
    7,125
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    310,7216/15/2010
    
    
    
    6/16/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    42,750
    
    
    $
    51.52
    
    
    
    847,980
 
 (1)
    
    Actual amounts paid in March 2011 are included in the Non-Equity Incentive Plan
Compensation column of
the preceding Summary Compensation Table. The threshold amounts assume a payout of 30% of each
of the corporate revenue and cash flow return on invested capital components of the named
executive officers annual cash incentive. The maximum amounts assume a payout of 200% of each
of the corporate revenue and cash flow return on invested capital components of the named
executive officers annual cash incentive.(2)
    
    Represents target payout under our 2010 long-term incentive program. The threshold amounts
assume a payout of 50% of the executives RSU award for the cash flow return on invested
capital target, and 35% of the executives RSU award for the relative TSR target.  Summary of Significant Accounting Policies  Stock-Based Compensation Stockholders Equity,
  23




---



##### Table of Contents



OUTSTANDING EQUITY AWARDS AT 2010 FISCAL YEAR-END
  Option Awards
    
    
    Stock AwardsNumber of
    
    
    Number of
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    MarketSecurities
    
    
    Securities
    
    
    
    
    
    
    
    
    
    
    Shares or
    
    
    Value ofUnderlying
    
    
    Underlying
    
    
    
    
    
    
    
    
    
    
    Units of
    
    
    Shares orUnexercised
    
    
    Unexercised
    
    
    
    
    
    
    
    
    
    
    Stock That
    
    
    Units ofOptions (#)
    
    
    Options (#)
    
    
    Option
    
    
    Option
    
    
    Have Not
    
    
    Stock ThatExercisable
    
    
    Unexercisable
    
    
    Exercise
    
    
    Expiration
    
    
    Vested
    
    
    Have NotName
    
    (1)
    
    
    (1)(2)
    
    
    Price ($)
    
    
    Date
    
    
    (#)(3)
    
    
    Vested ($)(4)Henri A. Termeer
    
    
    12,362
    
    
    
    
    
    
    
    126.59
    
    
    
    5/31/2011
    
    
    
    128,418
    
    
    
    9,143,3625,614
    
    
    
    
    
    
    
    274.31
    
    
    
    5/31/2011500,000
    
    
    
    
    
    
    
    53.47
    
    
    
    5/31/2011600,000
    
    
    
    
    
    
    
    32.52
    
    
    
    5/30/20126,181
    
    
    
    
    
    
    
    85.74
    
    
    
    5/30/20127,017
    
    
    
    
    
    
    
    41.50
    
    
    
    5/30/2012475,000
    
    
    
    
    
    
    
    46.24
    
    
    
    5/29/2013460,000
    
    
    
    
    
    
    
    43.90
    
    
    
    5/27/2014425,000
    
    
    
    
    
    
    
    62.98
    
    
    
    5/26/2015400,000
    
    
    
    
    
    
    
    58.50
    
    
    
    5/25/2016160,000
    
    
    
    40,000
    
    
    
    62.16
    
    
    
    5/24/2017120,000
    
    
    
    80,000
    
    
    
    68.48
    
    
    
    5/22/201876,000
    
    
    
    114,000
    
    
    
    58.66
    
    
    
    5/21/201938,000
    
    
    
    152,000
    
    
    
    51.52
    
    
    
    6/16/2020
 24




---



##### Table of Contents



Option Awards
    
    
    Stock AwardsNumber of
    
    
    Number of
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    MarketSecurities
    
    
    Securities
    
    
    
    
    
    
    
    
    
    
    Shares or
    
    
    Value ofUnderlying
    
    
    Underlying
    
    
    
    
    
    
    
    
    
    
    Units of
    
    
    Shares orUnexercised
    
    
    Unexercised
    
    
    
    
    
    
    
    
    
    
    Stock That
    
    
    Units ofOptions (#)
    
    
    Options (#)
    
    
    Option
    
    
    Option
    
    
    Have Not
    
    
    Stock ThatExercisable
    
    
    Unexercisable
    
    
    Exercise
    
    
    Expiration
    
    
    Vested
    
    
    Have NotName
    
    (1)
    
    
    (1)(2)
    
    
    Price ($)
    
    
    Date
    
    
    (#)(3)
    
    
    Vested ($)(4)Michael S. Wyzga
    
    
    592
    
    
    
    
    
    
    
    135.25
    
    
    
    2/9/2011
    
    
    
    43,500
    
    
    
    3,097,200791
    
    
    
    
    
    
    
    126.59
    
    
    
    5/31/2011505
    
    
    
    
    
    
    
    274.31
    
    
    
    5/31/2011954
    
    
    
    
    
    
    
    85.74
    
    
    
    5/30/201290,000
    
    
    
    
    
    
    
    46.24
    
    
    
    5/29/201381,000
    
    
    
    
    
    
    
    43.90
    
    
    
    5/27/201469,000
    
    
    
    
    
    
    
    62.98
    
    
    
    5/26/201569,000
    
    
    
    
    
    
    
    58.50
    
    
    
    5/25/201636,000
    
    
    
    9,000
    
    
    
    62.16
    
    
    
    5/24/201727,000
    
    
    
    18,000
    
    
    
    68.48
    
    
    
    5/22/201817,100
    
    
    
    25,650
    
    
    
    58.66
    
    
    
    5/21/20198,550
    
    
    
    34,200
    
    
    
    51.52
    
    
    
    6/16/2020
 Option Awards
    
    
    Stock AwardsNumberNumber of
    
    
    Number of
    
    
    
    
    
    
    
    
    
    
    of Shares
    
    
    MarketSecurities
    
    
    Securities
    
    
    
    
    
    
    
    
    
    
    or Units
    
    
    Value ofUnderlying
    
    
    Underlying
    
    
    
    
    
    
    
    
    
    
    of Stock
    
    
    Shares orUnexercised
    
    
    Unexercised
    
    
    
    
    
    
    
    
    
    
    That
    
    
    Units ofOptions (#)
    
    
    Options (#)
    
    
    Option
    
    
    Option
    
    
    Have Not
    
    
    Stock ThatExercisable
    
    
    Unexercisable
    
    
    Exercise
    
    
    Expiration
    
    
    Vested
    
    
    Have NotName
    
    (1)
    
    
    (1)(2)
    
    
    Price ($)
    
    
    Date
    
    
    (#)(3)
    
    
    Vested ($)(4)David P. Meeker
    
    
    169
    
    
    
    
    
    
    
    135.25
    
    
    
    2/9/2011
    
    
    
    49,250
    
    
    
    3,506,60020,000
    
    
    
    
    
    
    
    50.02
    
    
    
    4/16/201129,080
    
    
    
    
    
    
    
    53.47
    
    
    
    5/31/201120,630
    
    
    
    
    
    
    
    32.52
    
    
    
    5/30/20124,000
    
    
    
    
    
    
    
    27.46
    
    
    
    6/12/201215,000
    
    
    
    
    
    
    
    30.57
    
    
    
    3/6/201322,500
    
    
    
    
    
    
    
    46.24
    
    
    
    5/29/201341,000
    
    
    
    
    
    
    
    43.90
    
    
    
    5/27/201435,000
    
    
    
    
    
    
    
    62.98
    
    
    
    5/26/201548,500
    
    
    
    
    
    
    
    58.50
    
    
    
    5/25/201619,400
    
    
    
    4,850
    
    
    
    62.16
    
    
    
    5/24/201727,000
    
    
    
    18,000
    
    
    
    68.48
    
    
    
    5/22/201817,100
    
    
    
    25,650
    
    
    
    58.66
    
    
    
    5/21/201912,000
    
    
    
    48,000
    
    
    
    51.52
    
    
    
    6/16/2020
 25




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##### Table of Contents



Option Awards
    
    
    Stock AwardsNumberNumber of
    
    
    Number of
    
    
    
    
    
    
    
    
    
    
    of Shares
    
    
    MarketSecurities
    
    
    Securities
    
    
    
    
    
    
    
    
    
    
    or Units
    
    
    Value ofUnderlying
    
    
    Underlying
    
    
    
    
    
    
    
    
    
    
    of Stock
    
    
    Shares orUnexercised
    
    
    Unexercised
    
    
    
    
    
    
    
    
    
    
    That
    
    
    Units ofOptions (#)
    
    
    Options (#)
    
    
    Option
    
    
    Option
    
    
    Have Not
    
    
    Stock ThatExercisable
    
    
    Unexercisable
    
    
    Exercise
    
    
    Expiration
    
    
    Vested
    
    
    Have NotName
    
    (1)
    
    
    (1)(2)
    
    
    Price ($)
    
    
    Date
    
    
    (#)(3)
    
    
    Vested ($)(4)Peter Wirth
    
    
    520
    
    
    
    
    
    
    
    135.25
    
    
    
    2/9/2011
    
    
    
    43,500
    
    
    
    3,097,2001,571
    
    
    
    
    
    
    
    274.31
    
    
    
    5/31/2011642
    
    
    
    
    
    
    
    126.59
    
    
    
    5/31/201162,000
    
    
    
    
    
    
    
    53.47
    
    
    
    5/31/20112,245
    
    
    
    
    
    
    
    41.50
    
    
    
    5/30/2012185,300
    
    
    
    
    
    
    
    32.52
    
    
    
    5/30/20121,468
    
    
    
    
    
    
    
    85.74
    
    
    
    5/30/201290,000
    
    
    
    
    
    
    
    46.24
    
    
    
    5/29/201381,000
    
    
    
    
    
    
    
    43.90
    
    
    
    5/27/201469,000
    
    
    
    
    
    
    
    62.98
    
    
    
    2/26/201569,000
    
    
    
    
    
    
    
    58.50
    
    
    
    5/25/201636,000
    
    
    
    9,000
    
    
    
    62.16
    
    
    
    5/24/201727,000
    
    
    
    18,000
    
    
    
    68.48
    
    
    
    5/22/201817,100
    
    
    
    25,650
    
    
    
    58.66
    
    
    
    5/21/20198,550
    
    
    
    34,200
    
    
    
    51.52
    
    
    
    6/16/2020
 
 (1)
    
    Includes stock options originally granted in our Biosurgery and Molecular Oncology tracking
stocks which were converted into stock options for Genzyme common stock on June 30, 2003. A total of
40,631 of these converted options are exercisable with exercise prices from $41.50 to $274.31.(2)
    
    Stock options vest 20% on the date of grant and 20% per year over the next four years on the
anniversary of the date of grant. The grant date of the stock options is ten years prior to
the option expiration date.(3)
    
    The following table provides information with respect to the vesting of each outstanding
time-vesting RSU and performance-vesting RSU held by the named executive officers as of
December 31, 2010: RSU Vesting Date
    
    H. Termeer
    
    
    M. Wyzga
    
    
    D. Meeker
    
    
    P. WirthMay 22, 2011
    
    
    22,334
    
    
    
    15,000
    
    
    
    15,000
    
    
    
    15,000May 21, 2011
    
    
    21,217May 21, 2012
    
    
    21,217
    
    
    
    14,250
    
    
    
    14,250
    
    
    
    14,250March 1 2013PSU Vesting DateDecember 31, 2012
    
    
    63,650
    
    
    
    14,250
    
    
    
    20,000
    
    
    
    14,250Totals
    
    
    128,418
    
    
    
    43,500
    
    
    
    49,250
    
    
    
    43,500
 
 (4)
    
    The market value of RSUs is based on a price of $71.20, which was the closing price of our
stock on December 31, 2010. 26




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##### Table of Contents



2010 OPTION EXERCISES AND STOCK VESTED
  Option Awards
    
    
    Stock AwardsNumber of
    
    
    
    
    
    
    Number ofShares
    
    
    
    
    
    
    SharesAcquired On
    
    
    Value Realized
    
    
    Acquired on
    
    
    Value RealizedName
    
    Exercise (#)
    
    
    on Exercise ($)
    
    
    Vesting (#)(1)
    
    
    On Vesting ($)Henri A. Termeer
    
    
    200,000
    
    
    
    5,331,380
    
    
    
    110,549
    
    
    
    5,379,146Michael S. Wyzga
    
    
    0
    
    
    
    0
    
    
    
    15,000
    
    
    
    727,200Scott A. Canute
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0David P. Meeker
    
    
    16,488
    
    
    
    371,951
    
    
    
    8,083
    
    
    
    391,864Peter Wirth
    
    
    48,216
    
    
    
    1,157,473
    
    
    
    15,000
    
    
    
    727,200
 
 (1)
    
    Time vesting RSUs granted in 2007 vested in May 2010 under their terms. For Mr. Termeer,
shares acquired for time vesting RSUs includes vesting of 22,333 shares granted in 2008 and
21,216 shares granted in 2009, under the retirement eligibility vesting provisions of those
awards.    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
  Termination Outside of a Change in Control.
 
    
    a lump sum payment of two times the sum of his annual salary and annual cash incentive;
    
    continued health, life and disability insurance and other benefits for two years from
the date of termination, except to the extent comparable benefits are provided by a new
employer; and
    
    full vesting of all non-performance based options or RSUs under our equity incentive
plans.
 27




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##### Table of Contents



Lump Sum
    
    
    
    
    
    
    Value of AcceleratedBase + Bonus ($)
    
    
    Benefits ($)
    
    
    Equity Awards ($)
    
    
    Total (1)Henri A. Termeer
    
    
    5,249,645
    
    
    
    103,885
    
    
    
    14,302,400
    
    
    
    19,655,930Peter Wirth
    
    
    2,114,500
    
    
    
    5,909
    
    
    
    3,207,627
    
    
    
    5,328,036
 
 (1)
    
    Cash payment amounts are based on the following components: 
    
    base pay using salary as of December 31, 2010 times the multiplier;
    
    annual cash incentive, calculated by taking the higher of (a) the last cash incentive
paid, or (b) the average of the last two cash incentives paid, times the multiplier;
    
    health benefits, based on COBRA rates as of January 1, 2011; and
    
    life and disability insurance premiums, based on current formula calculations.
 Termination Due to Death or Disability.
   Value of Accelerated
    
    
    Value of AcceleratedEquity Awards Due to
    
    
    Equity Awards Due toDeath ($)
    
    
    Disability ($)Henri A. Termeer
    
    
    14,302,400
    
    
    
    14,302,400Michael S. Wyzga
    
    
    3,207,627
    
    
    
    1,125,027Scott A. Canute
    
    
    3,152,056
    
    
    
    1,372,056David P. Meeker
    
    
    3,441,695
    
    
    
    1,359,095Peter Wirth
    
    
    3,207,627
    
    
    
    3,207,627
 Termination with Retirement Eligibility.
 28




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##### Table of Contents



Value of Accelerated Stock Options ($)Henri A. Termeer
    
    
    5,000,120Peter Wirth
    
    
    1,125,027
 Termination Following a Change in Control.
 
    
    make a lump sum severance payment of three times the sum of his annual salary and annual
cash incentive;
    
    continue life, disability, accident and health insurance coverage for three years,
except to the extent comparable benefits are provided by a new employer; and
    
    in certain circumstances, pay legal costs and relocation expenses associated with the
termination.
  
    
    make a lump sum severance payment of two times the sum of his annual salary and annual
cash incentive;
    
    continue life, disability, accident and health insurance coverage for two years
following the date of termination, except to the extent comparable benefits are provided by
a new employer;
    
    provide outplacement services; and
    
    in certain circumstances, pay legal costs and relocation expenses associated with such
termination.
   Lump Sum
    
    
    
    
    
    
    Value of AcceleratedBase + Bonus ($)
    
    
    Benefits ($)
    
    
    Equity Awards ($)(1)
    
    
    Total (2)(3)Henri A. Termeer
    
    
    7,874,468
    
    
    
    355,828
    
    
    
    14,302,400
    
    
    
    22,532,696Michael S. Wyzga
    
    
    1,653,500
    
    
    
    274,072
    
    
    
    3,207,627
    
    
    
    5,135,199Scott A. Canute
    
    
    970,000
    
    
    
    276,851
    
    
    
    3,152,056
    
    
    
    4,398,907David P. Meeker
    
    
    1,747,683
    
    
    
    277,261
    
    
    
    3,441,695
    
    
    
    5,466,639Peter Wirth
    
    
    3,171,750
    
    
    
    208,864
    
    
    
    3,207,627
    
    
    
    6,588,241
 
 (1)
    
    The value of accelerated equity awards is based on a price of $71.20, which was the closing price of our stock on December 31, 2010.(2)
    
    Cash payment amounts are based on the following components: 
    
    base pay using salary as of December 31, 2010 times the applicable multiplier;
    
    annual cash incentive, calculated by taking the higher of (a) the last cash incentive
paid, or (b) the average of the last two cash incentives paid, times the applicable
multiplier;
    
    health benefits, based on COBRA rates as of January 1, 2011;
    
    life, accident and disability insurance premiums, based on current formula calculations;
    
    outplacement services, using the maximum provided for in the agreements;
    
    relocation services, based on most recent costs paid by us for executive relocation; and
    
    legal fees, based on an estimate of average attorney rates and hours of estimated
services needed.
 (3)
    
    The amounts in the table above vary from those provided in
Item 3(a) in Amendment No. 25 to our
Solicitation/Recommendation Statement or Schedule 14D-9 filed
with the SEC on March 7, 2011,
which assumed that the employment of our named executive officers
will terminate following a
change in control of Genzyme either by us without cause or by the executive officer for good
reason on April 1, 2011 and did not include the value of
accelerated equity awards because all equity awards will accelerate
upon consummation of the Tender Offer.
 29




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##### Table of Contents




    
    any person, other than Genzyme or our affiliate, becomes the beneficial owner, directly
or indirectly, of our securities representing 50% or more of the combined voting power of
our then outstanding securities;
    
    during any period of 24 consecutive months, the individuals who at the beginning of such
period constituted our board of directors or any individuals who would be continuing
directors cease for any reason to constitute a majority of our board of directors;
    
    there is consummated a merger, share exchange or consolidation with any other company or
the sale of all or substantially all of our assets (each, a business combination), other
than (i) a business combination that would result in the Genzyme shareholders prior to the
business combination continuing to hold a majority of the voting power of the surviving
entity or (ii) a business combination effected to implement a recapitalization of the
company where no person becomes the beneficial owner of 50% or more of the voting power of
our then outstanding securities; or
    
    our shareholders approve a plan of complete liquidation of the company.
 Proposed Acquisition
by Sanofi-Aventis . Proposed Acquisition
by Sanofi-Aventis Managements Discussion and Analysis of Financial Condition and Results of Operations
 DIRECTOR COMPENSATION
 Summary Compensation Table
 FeesEarned
    
    Stock
    
    Option
    
    All Otheror Paid in
    
    Awards
    
    Awards
    
    Compen-Name
    
    Cash ($)
    
    (2)(3)
    
    ($)(2)(3)
    
    sation ($)
    
    Total ($)Douglas A. Berthiaume
    
    
    105,167
    
    
    
    122,360
    
    
    
    141,330
    
    
    
    
    
    
    
    368,857Robert J. Bertolini
    
    
    142,833
    
    
    
    122,360
    
    
    
    141,330
    
    
    
    
    
    
    
    406,523Gail K. Boudreaux
    
    
    123,500
    
    
    
    122,360
    
    
    
    141,330
    
    
    
    
    
    
    
    387,190Steven J. Burakoff (1)
    
    
    55,538
    
    
    
    122,360
    
    
    
    141,330
    
    
    
    
    
    
    
    319,228Robert J. Carpenter
    
    
    152,750
    
    
    
    122,360
    
    
    
    141,330
    
    
    
    
    
    
    
    416,440Charles L. Cooney
    
    
    128,000
    
    
    
    122,360
    
    
    
    141,330
    
    
    
    
    
    
    
    391,690Victor J. Dzau
    
    
    100,500
    
    
    
    122,360
    
    
    
    141,330
    
    
    
    
    
    
    
    364,190Eric J. Ende (1)
    
    
    65,038
    
    
    
    122,360
    
    
    
    141,330
    
    
    
    
    
    
    
    328,728Dennis M. Fenton (1)
    
    
    62,538
    
    
    
    122,360
    
    
    
    141,330
    
    
    
    
    
    
    
    326,228Sen. Connie Mack
    
    
    122,500
    
    
    
    122,360
    
    
    
    141,330
    
    
    
    
    
    
    
    386,190Richard F. Syron
    
    
    112,000
    
    
    
    122,360
    
    
    
    141,330
    
    
    
    
    
    
    
    375,690Ralph V. Whitworth (1)(2)
    
    
    90,577
    
    
    
    247,428
    
    
    
    293,536
    
    
    
    
    
    
    
    631,541
 
 (1)
    
    Drs. Burakoff, Ende and Fenton were appointed to the board of directors on June 16, 2010.
Mr. Whitworth was appointed to the board of directors on April 14, 2010. 30




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##### Table of Contents



(2)
    
    The amounts reported for stock and option awards represent the grant date fair value of the
awards. On June 16, 2010, under the automatic grant provisions of our 2007 Director Equity
Plan, each non-employee director was granted RSUs for 2,375 shares, and stock options to
purchase 7,125 shares, of our stock. These RSUs have a
grant date fair value, and stock options have an exercise price, of $51.52 per share, which was
the closing price of our stock on the date of grant. On April 14, 2010, Mr. Whitworth was
granted RSUs for 2,375 shares, and stock options to purchase 7,125 shares, of our stock. Mr.
Whitworths RSUs have a grant date fair value, and stock options have an exercise price, of
$52.66 per share, which was the closing price of our stock on April 14, 2010.
 The grant date fair value of the stock options granted on April 14, 2010 and June 16, 2010 were
$21.36 and $19.84 per share, respectively, which were based on the Black-Scholes option pricing
model. For a discussion of the relevant assumptions we use to calculate grant date fair value,
see Note A, Summary of Significant Accounting PoliciesStock-Based Compensation, and Note
N, Stockholders Equity, to our consolidated financial statements included in Part II, Item 8.
of the Original Filing.
 (3)
    
    Non-employee directors had the following aggregate stock options and RSUs outstanding as of
December 31, 2010:
 Stock Options
    
    
    RSUsDouglas A. Berthiaume
    
    
    102,222
    
    
    
    2,375Robert J. Bertolini
    
    
    14,250
    
    
    
    2,375Gail K. Boudreaux
    
    
    82,125
    
    
    
    2,375Steven J. Burakoff
    
    
    7,125
    
    
    
    2,375Robert J. Carpenter
    
    
    98,630
    
    
    
    2,375Charles L. Cooney
    
    
    71,630
    
    
    
    2,375Victor J. Dzau
    
    
    84,039
    
    
    
    2,375Eric J. Ende
    
    
    7,125
    
    
    
    2,375Dennis M. Fenton
    
    
    7,125
    
    
    
    2,375Sen. Connie Mack
    
    
    90,812
    
    
    
    2,375Richard F. Syron
    
    
    67,125
    
    
    
    2,375Ralph V. Whitworth
    
    
    14,250
    
    
    
    2,375
 The outstanding stock options have an average exercise price of $59.24 per share and a remaining
average life of 5.8 years.
  
    
    an annual retainer of $40,000, paid quarterly;
    
    $2,500 for each board meeting they attend;
    
    $1,500 for each committee meeting they attend;
    
    an annual retainer of $20,000 for service as audit committee chair, paid quarterly;
    
    an annual retainer of $10,000 for service as compensation committee chair, paid
quarterly; and
    
    an annual retainer of $10,000 for service as nominating and corporate governance
committee chair, paid quarterly.
  31




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32




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##### Table of Contents



Item 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
 EQUITY PLANS
  Number of securitiesremaining available forfuture issuance underNumber of securities to be
    
    
    Weighted-average
    
    
    equity compensationissued upon exercise of
    
    
    exercise price of
    
    
    plans (excludingoutstanding options,
    
    
    outstanding options,
    
    
    securities reflected inwarrants and rights
    
    
    warrants and rights
    
    
    column (a))Plan Category
    
    (a)
    
    
    (b)
    
    
    (c)Equity compensation plans approved by security holders
    
    
    31,369,918
    (1)
    
    $
    47.51
    
    
    
    8,254,216
    (2)Equity compensation plans not approved by security
holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    31,369,918
    
    
    $
    47.51
    
    
    
    8,254,216
 
 (1)
    
    Includes options outstanding assumed in the following acquisitions: Weighted-averageOptions
    
    
    exerciseAcquisition Date
    
    Outstanding
    
    
    price ($)Ilex
    
    December 2004
    
    
    9,900
    
    
    
    42.84Focal
    
    June 2001
    
    
    458
    
    
    
    73.61Novazyme
    
    September 2001
    
    
    442
    
    
    
    1.75
 Also includes 22,832 shares in deferred compensation obligations that may be paid out in
shares of our common stock.
 (2)
    
    Includes 2,559,273 shares that may be issued under our 2009 Employee Stock Purchase Plan plus
83,129 shares reserved under our Directors Deferred Compensation Plan.
 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
  
    
    as of March 18, 2011, by each of our directors, each of our named executive officers
and our directors and executive officers as a group; and
    
    as of the date indicated, by each person know to us to own 5% or more of our
outstanding shares.
  Number of
    
    Percent ofDirectors and Named Executive Officers
    
    Shares (1)
    
    Common StockScott Canute
    
    
    21,050
    
    
    
    *Zoltan Csimma
    
    
    278,644
    
    
    
    *Thomas DesRosier
    
    
    159,747
    
    
    
    *James Geraghty
    
    
    189,382
    
    
    
    *David P. Meeker (2)
    
    
    322,877
    
    
    
    *Richard Moscicki
    
    
    415,317
    
    
    
    *
 33




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##### Table of Contents



Number of
    
    Percent ofDirectors and Named Executive Officers
    
    Shares (1)
    
    Common StockAlan Smith
    
    
    406,903
    
    
    
    *Sandford D. Smith
    
    
    242,990
    
    
    
    *Henri A. Termeer (3)
    
    
    3,975,330
    
    
    
    1.5
    %Peter Wirth (4)
    
    
    666,505
    
    
    
    *Michael S. Wyzga
    
    
    424,375
    
    
    
    *Douglas Berthiaume (5)
    
    
    170,106
    
    
    
    *Robert Bertolini
    
    
    9,500
    
    
    
    *Gail Boudreaux
    
    
    80,000
    
    
    
    *Steven Burakoff
    
    
    0
    
    
    
    *Robert Carpenter
    
    
    122,935
    
    
    
    *Charles L. Cooney (6)
    
    
    76,121
    
    
    
    *Victor J. Dzau (7)
    
    
    83,871
    
    
    
    *Eric Ende
    
    
    0
    
    
    
    *Dennis Fenton
    
    
    355
    
    
    
    *Connie Mack III
    
    
    87,421
    
    
    
    *Richard F. Syron
    
    
    65,011
    
    
    
    *Ralph Whitworth (8)
    
    
    10,615,748
    
    
    
    4.0
    %All current officers and directors as a group (23 people)
    
    
    18,414,188
    
    
    
    7.0
    %
 
 *
    
    Represents less than 1%.(1)
    
    The shares listed include the following stock options exercisable and restricted stock
units, or RSUs, vesting within 60 days after March 18, 2011: Number ofShares Subjectto StockOptions andRSUsScott Canute
    
    
    21,050Zoltan Csimma
    
    
    265,664Thomas DesRosier
    
    
    152,589James Geraghty
    
    
    184,660David P. Meeker
    
    
    311,210Richard Moscicki
    
    
    394,487Alan Smith
    
    
    369,412Sandford D. Smith
    
    
    222,319Henri A. Termeer
    
    
    3,285,174
 34




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##### Table of Contents



Number ofShares Subjectto StockOptions andRSUsPeter Wirth
    
    
    650,876Michael S. Wyzga
    
    
    399,900Douglas Berthiaume
    
    
    94,900Robert Bertolini
    
    
    7,125Gail Boudreaux
    
    
    75,000Steven Burakoff
    
    
    0Robert Carpenter
    
    
    91,110Charles L. Cooney
    
    
    64,110Victor J. Dzau
    
    
    76,321Eric Ende
    
    
    0Dennis Fenton
    
    
    0Connie Mack III
    
    
    82,421Richard F. Syron
    
    
    60,000Ralph Whitworth
    
    
    7,125All current officers and directors as a group (23 people)
    
    
    6,815,453
 (2)
    
    The stock beneficially owned by Dr. Meeker includes 621 shares held by his wife and 495
shares held by his children. Dr. Meeker disclaims beneficial ownership of all shares held by
his wife and children.(3)
    
    The stock beneficially owned by Mr. Termeer includes 2,371 shares held by his wife and 1,256
shares held in trusts for the benefit of Mr. Termeers children. Mr. Termeer disclaims
beneficial ownership of all shares held by his wife and the trusts.(4)
    
    The stock beneficially owned by Mr. Wirth includes 148 shares held in an IRA account.(5)
    
    The stock beneficially owned by Mr. Berthiaume includes 4,048 shares held by his wife. Mr.
Berthiaume disclaims beneficial ownership of all shares held by his wife.(6)
    
    The stock beneficially owned by Dr. Cooney includes 7,164 shares held jointly with his wife,
240 shares held individually by his wife, 1,882 shares held by his son and 600 shares held by
his grandchildren. Dr. Cooney disclaims beneficial ownership of all shares held individually
by his wife, son and grandchildren.(7)
    
    The stock beneficially owned by Dr. Dzau includes 2,550 shares held by his wifes trust.(8)
    
    Mr. Whitworth is one of the principals of Relational Investors, LLC, or RILLC. RILLC is the
record owner of 100 shares and sole general partner, or the sole managing member of the
general partner, of Relational Investors, L.P. , Relational Fund Partners, L.P., Relational
Coast Partners, L.P., RH Fund 1, L.P., RH Fund 6, L.P. Relational Investors III, L.P.,
Relational Investors VIII, L.P., Relational Investors IX, L.P., Relational Investors X, L.P.,
Relational Investors XV, L.P., Relational Investors XVI, L.P., Relational Investors XX, L.P.,
Relational Investors XXII, L.P., Relational Investors XXIII, L.P., and Relational Investors
Alpha Fund I, L.P. These limited partnerships own a total of 7,693,166 shares. An additional
2,234,482 shares are held in accounts managed by RILLC and an additional 408,500 shares are
held through co-investment arrangements with Relational Investors VIII, L.P. Mr. Whitworth
disclaims beneficial ownership of these securities except to the extent of his pecuniary
interest therein. The business address for the entities listed above is c/o Relational
Investors LLC, 12400 High Bluff Drive, Suite 600, San Diego, CA 92130.
  Five Percent Owners
    
    Number of Shares
    
    Percent of Common StockCarl C. Icahn (1)
    
    
    13,100,000
    
    
    
    5.0
    %c/o Icahn Associates Corp.767 Fifth Avenue, 47th FloorNew York, NY 10153
 
 (1)
    
    Information is based on a Schedule 13G filed jointly by Carl C. Icahn and certain
other entities affiliated with Mr. Icahn. Mr. Icahn shares voting and dispositive power
for all of the shares listed. 35




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##### Table of Contents



Item 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 CERTAIN RELATIONSHIPS AND RELATED PERSONS TRANSACTIONS
   Code of Conduct
 DIRECTOR INDEPENDENCE
  36




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##### Table of Contents



Item 14.
    
    PRINCIPAL ACCOUNTING FEES AND SERVICES
 PRINCIPAL ACCOUNTANT AUDIT FEES AND SERVICES FEES
   2010
    
    2009(amounts in thousands)Audit fees(1)
    
    $
    6,877
    
    
    $
    5,365Audit-related fees(2)
    
    
    2,602
    
    
    
    254Tax feesTax compliance
    
    $
    2,100
    
    
    $
    1,149Other tax(3)
    
    
    
    
    
    
    294All Other Fees(4)
    
    $
    250
    
    
    $
    
 
 (1)
    
    Audit fees include fees incurred for professional services rendered by
PricewaterhouseCoopers LLP for the audit of our annual financial statements and of our
internal control over financial reporting, the review of our interim financial statements
included in our Forms 10-Q, the statutory audits of our foreign subsidiaries and accounting
consultations necessary for the rendering of an opinion on our financial statements.(2)
    
    Audit-related services include services in connection with the SEC registration
statements, due diligence and other acquisition-related services, and statutorily required
audits of the financial statements of various benefit plans.(3)
    
    Other tax services include acquisition-related tax structuring, worldwide tax
planning and other tax consultation.(4)
    
    Other fees consisted mainly of consulting services to assist with our assessment and
establishment of an enterprise risk management program. AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES
  37




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##### Table of Contents



PART IV
 
 Item 15.
    
    EXHIBITS, FINANCIAL STATEMENT SCHEDULES
 
 Financial Statements
  PageReport of Independent Registered Public Accounting Firm
    
    
    109Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31,
2010, 2009 and 2008
    
    
    110Consolidated Balance Sheets as of December 31, 2010 and 2009
    
    
    111Consolidated Statements of Cash Flows for the Years Ended December 31, 2010, 2009 and 2008
    
    
    112Consolidated Statements of Stockholders Equity for the Years Ended December 31, 2010, 2009 and 2008
    
    
    114Notes to Consolidated Financial Statements
    
    
    115
 
 Exhibits
 EXHIBIT NO.
    
    DESCRIPTION2.1
    
    
    License and Asset Purchase Agreement dated as of March 30, 2009 and related Letter
Agreements between Genzyme Corporation and Bayer Schering Pharma AG, and License Agreement
dated as of May 29, 2009 between Genzyme Corporation and Alcafleu Management GmbH
& Co. KG. Filed as Exhibit 2.1 to Genzymes Form 10-Q for the quarter ended June
30, 2010.*()2.2
    
    
    Asset Purchase Agreement, dated September 13, 2010, between Genzyme Corporation and
Laboratory Corporation of America Holdings. Filed as Exhibit 2.1 to Genzymes
Form 8-K filed on September 19, 2010.*2.3
    
    
    Agreement and Plan of Merger, dated February 16, 2011, by and among Genzyme Corporation,
Sanofi-Aventis and GC Merger Corp. Filed as Exhibit 2.1 to Genzymes Form 8-K filed on
February 16, 2011.*3.1
    
    
    Restated Articles of Organization of Genzyme Corporation, as amended. Filed as Exhibit 3.1
to Genzymes Form 8-K filed June 22, 2010.*3.2
    
    
    By-laws of Genzyme Corporation, as amended. Filed as Exhibit 3.2 to Genzymes Form 8-K
filed June 22, 2010.*3.3
    
    
    Certificate of Limited Partnership of Genzyme Therapeutics Products Limited Partnership,
dated December 21, 2005. Filed as Exhibit 3.3 to Genzymes Form S-4 filed
September 7, 2010.*3.4
    
    
    Limited Partnership Agreement of Genzyme Therapeutics Products Limited Partnership, dated
July 1, 2006. Filed as Exhibit 3.4 to Genzymes Form S-4 filed September 7,
2010.*3.5
    
    
    Amendment No. 1 to Limited Partnership Agreement of Genzyme Therapeutics Products
Limited Partnership, dated June 15, 2010. Filed as Exhibit 3.5 to Genzymes Form
S-4 filed September 7, 2010.*4.1
    
    
    Indenture dated as of June 17, 2010 by and between Genzyme Corporation and The Bank on New
York Mellon Trust Company, N.A., as Trustee. Filed as Exhibit 4.1(a) to Genzymes
Form 8-K filed on June 17, 2010.*4.1.1
    
    
    First Supplemental Indenture dated as of June 17, 2010 by and among Genzyme Corporation,
the Subsidiary Guarantor(s) party thereto from time to time and The Bank of New York
Mellon Trust Company, N.A., as Trustee (including forms of 3.625% Senior Note due
2015 and 5.000% Senior Note due 2020). Filed as Exhibit 4.1(b) to Genzymes Form 8-K filed
on June 17, 2010.*4.1.2
    
    
    Guarantee and Second Supplemental Indenture dated as of December 28, 2010 by and among
Genzyme Europe B.V., Genzyme Corporation and The Bank of New York Mellon Trust Company,
N.A., as Trustee.*
 38




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##### Table of Contents



EXHIBIT NO.
    
    DESCRIPTION10.1
    
    
    Lease, dated April 30, 1990, for 64 Sidney Street, Cambridge, Massachusetts between
BioSurface Technology, Inc. and Forest City 64 Sidney Street, Inc. Filed as Exhibit 10.22
to BioSurfaces Registration Statement on Form S-1 (File No. 33-55874).*10.1.1
    
    
    Amendment to Lease, dated September 11, 1995, to the Lease Agreement dated April 30, 1990
by and between Forest City 64 Sidney Street, Inc. and Genzyme Corporation. Filed
as Exhibit 10.1.1 to Genzymes Form 10-K for the year ended December 31, the year
ended December 31, 2003.*10.1.2
    
    
    Second Amendment to Lease, dated March 1, 1996, to the Lease Agreement dated April 30,
1990 by and between Forest City 64 Sidney Street, Inc. and Genzyme Corporation.
Filed as Exhibit 10.1.2 to Genzymes Form 10-K for the year ended December 31, 2003.*10.1.3
    
    
    Letter Amendment, dated December 30, 1999, to the Lease Agreement dated April 30, 1990, by
and between Forest City 64 Sidney Street, Inc. and Genzyme Corporation. Filed as
Exhibit 10.1.3 to Genzymes Form 10-K for the year ended December 31, 2003.*10.1.4
    
    
    Fourth Amendment to Lease, dated March 23, 2001, to the Lease Agreement dated April 30,
1990, by and between Forest City 64 Sidney Street, Inc. and Genzyme Corporation.
Filed as Exhibit 10.1.4 to Genzymes Form 10-K for the year ended December 31, 2003.*10.1.5
    
    
    Lease Agreement dated November 30, 2005 by and between Forest City 64 Sidney Street, Inc.
and Genzyme Corporation. Filed as Exhibit 10.1.5 to Genzymes Form 10-K for the
year ended December 31, 2006.*10.1.6
    
    
    First Amendment to Lease, dated May 21, 2010, to the Lease Agreement dated November 30,
2005 by and between FC 64 Sidney, Inc. and Genzyme Corporation. Filed as Exhibit 10.1
to Genzymes Form 10-Q for the quarter ended June 30, 2010.*()10.2
    
    
    Lease, dated June 1, 1992, for land at Allston Landing, Allston, Massachusetts, between
Allston Landing Limited Partnership and the Massachusetts Turnpike Authority. Filed
as Exhibit 10.9 to Genzymes Form 10-K for the year ended December 31, 1993.*10.2.1
    
    
    First Amendment to Lease, dated July 26, 1995, to Lease dated June 1, 1992, between
Allston Landing Limited Partnership and the Massachusetts Turnpike Authority. Filed
as Exhibit 10.1 to Genzymes Form 10-Q for the quarter ended June 30, 2005.*10.2.2
    
    
    Second Amendment to Lease, dated December 22, 1997, to Lease dated June 1, 1992, between
Allston Landing Limited Partnership and the Massachusetts Turnpike Authority. Filed
as Exhibit 10.2 to Genzymes Form 10-Q for the quarter ended June 30, 2005.*10.3
    
    
    Commercial Lease, dated December 24, 1998, by and between Aventis Pasteur SA and
Imtix-SangStat S.A.S. for Building C5 located at Marcy LEtoile, Lyon, France. Filed as
Exhibit 10.4 to Genzymes Form 10-K for the year ended December 31, 2003.*10.3.1
    
    
    Amendment to Commercial Lease, dated September 30, 2000, to the Lease dated December 24,
1998, by and between Aventis Pasteur SA and Imtix-SangStat S.A.S. Filed as
Exhibit 10.4.1 to Genzymes Form 10-K for the year ended December 31, 2003.*10.4
    
    
    Lease, dated August 28, 2000, for Building D, Cambridge Research Park, Cambridge,
Massachusetts, between Genzyme Corporation and Kendall Square LLC. Filed as Exhibit 10.4
to Genzymes Form 10-K for the year ended December 31, 2005.*10.4.1
    
    
    First Amendment to Lease, dated August 1, 2003, to the Lease dated August 28, 2000, by and
between Genzyme Corporation and Kendall Square LLC. Filed as Exhibit 10.5.1 to
Genzymes Form 10-K for the year ended December 31, 2004.*10.5
    
    
    Lease, dated September 3, 1990, for the land located at the Industrial Development
Authority Industrial Park, County Waterford, Ireland (comprised in folio 4917 & 324IF
County Waterford), by and between the Industrial Development Authority and Bausch & Lomb
Ireland. Filed as Exhibit 10.2 to Genzymes Form 10-Q for the quarter ended
September 30, 2001.*10.6
    
    
    Contract for Sale, dated June 25, 2001, for the premises located at the Industrial
Development Authority Industrial Park, County Waterford, Ireland, (comprised in folio
4141L County Waterford) by and between Luxottica Ireland Limited and Genzyme
Ireland Limited (f/k/a Gosfend Limited). Filed as Exhibit 10.1 to Genzymes Form 10-Q
for the quarter ended September 30, 2001.*
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EXHIBIT NO.
    
    DESCRIPTION10.7
    
    
    Deed of Transfer, dated July 2, 2001, between Luxottica Ireland Limited and Genzyme
Ireland Limited, related to the Lease dated September 3, 1990 for the premises located at
the Industrial Development Authority Industrial Park, County Waterford, Ireland
(comprised in folio 4141L County Waterford). Filed as Exhibit 10.3 to Genzymes Form 10-Q
for the quarter ended September 30, 2001.*10.8
    
    
    Contract for Sale, dated August 2, 2001, for the land located at the Industrial
Development Authority Industrial Park, County Waterford, Ireland (comprised in folio 4917
County Waterford), by and between the Industrial Development Authority and
Genzyme Ireland Limited. Filed as Exhibit 10.4 to Genzymes Form 10-Q for the
quarter ended September 30, 2001.*10.9
    
    
    Lease, dated August 24, 2001, for the land located at the Industrial Development Authority
Industrial Park, County Waterford, Ireland (comprised in folio 4917 County Waterford) by
the Industrial Development Authority and Genzyme Ireland Limited. Filed as
Exhibit 10.5 to Genzymes Form 10-Q for the quarter ended September 30, 2001.*10.10
    
    
    Transfer of Long Lease and Other Assets, dated November 15, 2001, by and between Pharming
and Genzyme Flanders.*10.11
    
    
    Lease, dated November 4, 2002, by and between the Province of Antwerp and Genzyme
Flanders, including amendments to lease transferred pursuant to agreement dated November
15, 2001 by and between Pharming and Genzyme Flanders.*10.12
    
    
    Lease, dated October 21, 2010, by and between the Province of Antwerp and Genzyme
Flanders.*10.13
    
    
    Lease, dated October 29, 2010, by and between Cipal, an inter-municipal service
organization, and Genzyme Flanders.*10.14
    
    
    1997 Equity Incentive Plan, as amended. Filed as Exhibit 10.12 to Genzymes Form 10-K for
the year ended December 31, 2006.*10.15
    
    
    1998 Director Stock Option Plan, as amended. Filed as Exhibit 10.2 to Genzymes Form 10-Q
for the quarter ended June 30, 2006.*10.15.1
    
    
    Form of Non-Statutory Stock Option for grants under Genzymes 1998 Director Stock Option
Plan. Filed as Exhibit 10.5 to Genzymes Form 10-Q for the quarter ended June 30,
2005.*10.15.2
    
    
    2007 Director Equity Plan, as amended. Filed as Exhibit 10.8 to Genzymes Form 10-Q for
the quarter ended June 30, 2010.*10.15.3
    
    
    Form of Non-Statutory Stock Option Agreement for grants under Genzymes 2007 Director
Equity Plan. Filed as Exhibit 10.3 to Genzymes Form 10-Q for the quarter ended
June 30, 2008.*10.15.4
    
    
    Form of Restricted Stock Unit Award Agreement for grants under Genzymes 2007 Director
Equity Plan. Filed as Exhibit 10.4 to Genzymes Form 10-Q for the quarter ended
June 30, 2008.*10.16
    
    
    2001 Equity Incentive Plan, as amended. Filed as Exhibit 10.14 to Genzymes 10-K for 2006.*10.16.1
    
    
    Forms of Non-Statutory Stock Option Agreement for grants to executive officers under
Genzymes 2001 Equity Incentive Plan. Filed as Exhibit 10.5 to Genzymes Form
10-Q for the quarter ended June 30, 2008.*10.16.2
    
    
    Forms of Incentive Stock Option Agreement for grants to executive officers under the 2001
Equity Incentive Plan. Filed as Exhibit 10.6 to Genzymes Form 10-Q for the
quarter ended June 30, 2008.*10.17
    
    
    2004 Equity Incentive Plan, as amended. Filed as Exhibit 10.7 to Genzymes Form 10-Q for
the quarter ended June 30, 2010.*10.18.1
    
    
    Forms of Incentive Stock Option Agreement for grants to executive officers under the 2004
Equity Incentive Plan. Filed as Exhibit 10.14.1 to Genzymes Form 10-K for the
year ended December 31, 2008.*10.18.2
    
    
    Forms of Nonstatutory Stock Option Agreement for grants to executive officers under the
2004 Equity Incentive Plan. Filed as Exhibit 10.14.2 to Genzymes Form 10-K for the
year ended December 31, 2008.*
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EXHIBIT NO.
    
    DESCRIPTION10.18.3
    
    
    Forms of Restricted Stock Unit Award Agreement for grants to executive officers under the
2004 Equity Incentive Plan. Filed as Exhibit 10.3 to Genzymes Form 10-Q for the
quarter ended March 31, 2008.*10.18.4
    
    
    Forms of Performance Restricted Stock Unit Award Agreement for grants to executive
officers under the 2004 Equity Incentive Plan. Filed as Exhibit 10.3 to Genzymes
Form 10-Q for the quarter ended March 31, 2010.*10.19
    
    
    Senior Executive Long-Term Incentive Program. Filed as Exhibit 10.2 to Genzymes Form
10-Q/A for the quarter ended March 31, 2010.*10.19.1
    
    
    Forms of Performance Restricted Stock Unit Award Agreement for grants to executive
officers under the Senior Executive Long-Term Incentive Program. Filed as Exhibit 10.3 to
Genzymes Form 10-Q/A for the quarter ended March 31, 2010.*10.20
    
    
    1996 Directors Deferred Compensation Plan, as amended. Filed as Exhibit 10.16 to
Genzymes Form 10-K for the year ended December 31, 2008.*10.21
    
    
    Amended and Restated Executive Employment Agreement effective as of December 31, 2008
between Genzyme Corporation and Henri A. Termeer. Filed as Exhibit 10.2 to Genzymes
Form 8-K filed December 5, 2008.*10.22
    
    
    Amended and Restated Executive Employment Agreement effective as of December 31, 2008
between Genzyme Corporation and Peter Wirth. Filed as Exhibit 10.3 to Genzymes
Form 8-K filed December 5, 2008.*10.23
    
    
    Form of Indemnification Agreement between Genzyme Corporation and its executive officers.
Filed as Exhibit 10.1 to Genzymes Form 10-Q for the quarter ended September 30,
2004.*10.24
    
    
    Form of Severance Agreement between Genzyme Corporation and its executive officers. Filed
as Exhibit 10.2 to Genzymes Form 10-Q for the quarter ended September 30, 2007.*10.25
    
    
    Senior Executive Annual Cash Incentive Program. Filed as Exhibit 10.1 to Genzymes Form
8-K filed December 5, 2008.*10.25.1
    
    
    Senior Executive Annual Incentive Plan. Filed as Exhibit 10.1 to Genzymes Form 10-Q/A for
the quarter ended March 31, 2010.*10.26
    
    
    Amended and Restated Collaboration Agreement, effective as of January 1, 2008, among
Genzyme Corporation, BioMarin and BioMarin/Genzyme LLC. Filed as Exhibit 10.1 to
Genzymes Form 10-Q for the quarter ended March 31, 2008.*()10.27
    
    
    Manufacturing, Marketing and Sales Agreement among Genzyme Corporation, BioMarin and
BioMarin/Genzyme LLC, effective as of January 1, 2008. Filed as Exhibit 10.2 to
Genzymes Form 10-Q for the quarter ended March 31, 2008.*()10.28
    
    
    Supply Agreement, dated January 24, 2006, by and between Cambrex Charles City, Inc. and
Genzyme Corporation. Filed as Exhibit 10.1 to Genzymes Form 10-Q for the quarter
ended September 30, 2006.*()10.29
    
    
    Contract Manufacturing Agreement dated September 14, 2001, as amended, between GelTex and
The Dow Chemical Company. Filed as Exhibit 10.35 to Genzymes Form 10-K for the
year ended December 31, 2002.*()10.29.1
    
    
    Second Amendment, dated October 9, 2002, to Contract Manufacturing Agreement dated
September 14, 2001, between GelTex and The Dow Chemical Company. Filed as Exhibit 10.34.1
to Genzymes Form 10-K for the year ended December 31, 2003.*()10.29.2
    
    
    Third Amendment, dated December 8, 2003, to Contract Manufacturing Agreement dated
September 14, 2001, between GelTex and The Dow Chemical Company. Filed as Exhibit 10.34.2
to Genzymes Form 10-K for the year ended December 31, 2003.*()10.29.3
    
    
    Fourth Amendment, dated July 1, 2004, to Contract Manufacturing Agreement dated September
14, 2001, between GelTex and The Dow Chemical Company. Filed as Exhibit 10.29.3 to
Genzymes Form 10-K for the year ended December 31, 2004.*()
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EXHIBIT NO.
    
    DESCRIPTION10.29.4
    
    
    Amended and Restated Contract Manufacturing Agreement signed as of December 15, 2006,
between Genzyme Corporation (as successor to GelTex) and The Dow Chemical Company. Filed
with Genzymes Form 8-K filed on December 21, 2006.*()10.30
    
    
    North American Termination and Transition Agreement, dated November 3, 2004, by and
between Genzyme Corporation and Wyeth. Filed as Exhibit 10.31 to Genzymes Form
10-K for the year ended December 31, 2004.*()10.31
    
    
    Purchase and Supply Agreement, effective as of January 1, 2005, by and between Genzyme
Corporation and Invitrogen Corporation. Filed as Exhibit 10.3 to Genzymes Form
10-Q for the quarter ended June 30, 2005.*()10.31.1
    
    
    Amendment No. 2 effective as of January 1, 2007 to Purchase and Supply Agreement,
effective as of January 1, 2005, by and between Genzyme Corporation and Invitrogen
Corporation. Filed as Exhibit 10.1 to Genzymes Form 10-Q for the quarter ended June
30, 2007.*()10.31.2
    
    
    Amended and Restated Contract Purchase and Supply Agreement between Invitrogen Corporation
and Genzyme Corporation effective December 31, 2007. Filed as Exhibit 10.1 to
Genzymes Form 10-Q for the quarter ended September 30, 2007.*()10.32
    
    
    License and Co-Development Agreement between Genzyme Corporation and Isis Pharmaceuticals,
Inc. dated June 24, 2008. Filed as Exhibit 10.7 to Genzymes Form 10-Q for the
quarter ended June 30, 2008.*()10.33
    
    
    License Agreement dated as of January 1, 1995 and First Amendment thereto, dated as of
October 7, 2003, between Genzyme Corporation and Mount Sinai School of Medicine of the
City University of New York. Filed as Exhibit 10.10 to Genzymes Form 10-Q for the
quarter ended June 30, 2010.*()10.34
    
    
    Technology Transfer and Supply Agreement between Genzyme Corporation and Hospira
Worldwide, Inc. effective December 31, 2009. Filed as Exhibit 10.29 to Genzymes
Form 10-K for the year ended December 31, 2009.*10.35
    
    
    Master Supply Agreement dated as of June 30, 2010 among Genzyme Corporation, Genzyme
Ireland Limited and Hospira Worldwide, Inc. Filed as Exhibit 10.9 to Genzymes
Form 10-Q for the quarter ended June 30, 2010.*()10.36
    
    
    Credit Agreement, dated July 14, 2006, among Genzyme Corporation and those of its
subsidiaries party thereto, the lenders listed therein, JPMorgan Chase Bank, N.A., as
administrative agent, Bank of America, N.A., as syndication agent, ABN AMRO Bank N.V.,
Citizens Bank of Massachusetts and Wachovia Bank, National Association, as
co-documentation agents. Filed with Genzymes Form 8-K filed on July 19, 2006.*10.36.1
    
    
    Amendment, dated as of November 30, 2010, to the Credit Agreement, dated as of July 14,
2006, among Genzyme Corporation and those of its subsidiaries party thereto, J.P.
Morgan Chase Bank, N.A., as administrative agent, Bank of America, N.A., as syndication
agent, and the co-documentation agents, co-agents and other lenders named therein.*10.37
    
    
    Amended and Restated Agreement dated April 14, 2010 between Genzyme Corporation,
Relational Investors LLC, Ralph V. Whitworth and the other parties identified therein.
Filed as Exhibit 99.1 to Genzymes Form 8-K filed on April 15, 2010.*10.38
    
    
    Agreement dated June 9, 2010 between Genzyme Corporation, Icahn Partners LP, Icahn
Partners Master Fund LP, Icahn Partners Master Fund II L.P., Icahn Partners Master Fund
III L.P. and High River Limited Partnership. Filed as Exhibit 99.1 to Genzymes
Form 8-K filed on June 30, 2010.*10.39
    
    
    Consent Decree dated May 24, 2010 between Genzyme Corporation and the United States Food
and Drug Administration. Filed as Exhibit 99.1 to Genzymes Form 8-K filed on May
24, 2010.*10.40
    
    
    Registration Rights Agreement dated June 17, 2010 by and among Genzyme Corporation, Credit
Suisse Securities (USA) LLC, Goldman, Sachs & Co. and Banc of America Securities LLC.
Filed as Exhibit 10.1 to Genzymes Form 8-K filed on June 17, 2010.*10.41
    
    
    Master Confirmation Agreement dated June 17, 2010 between Genzyme Corporation and Goldman,
Sachs & Co. Filed as Exhibit 10.3 to Genzymes Form 10-Q for the quarter ended
June 30, 2010.*
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EXHIBIT NO.
    
    DESCRIPTION10.41.1
    
    
    Supplemental Confirmation dated June 17, 2010 between Genzyme Corporation and Goldman,
Sachs &Co. Filed as Exhibit 10.3.1 to Genzymes Form 10-Q for the quarter ended
June 30, 2010.*()21.1
    
    
    Subsidiaries of Genzyme Corporation.*23.1
    
    
    Consent of PricewaterhouseCoopers LLP.*31.1
    
    
    Certification of the Chief Executive Officer pursuant to section 302 of the Sarbanes-Oxley
Act of 2002.*31.2
    
    
    Certification of the Chief Financial Officer pursuant to section 302 of the Sarbanes-Oxley
Act of 2002.*31.3
    
    
    Certification of the Chief Executive Officer pursuant to section 302 of the Sarbanes-Oxley
Act of 2002.**31.4
    
    
    Certification of the Chief Financial Officer pursuant to section 302 of the Sarbanes-Oxley
Act of 2002.**32.1
    
    
    Certification of the Chief Executive Officer pursuant to section 906 of the Sarbanes-Oxley
Act of 2002. Previously furnished.32.2
    
    
    Certification of the Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley
Act of 2002. Previously furnished.101
    
    
    The following materials from Genzyme Corporations Form 10-K for the year ended December
31, 2010, formatted in eXtensible Business Reporting Language (XBRL):(i)
Consolidated Statements of Operations, (ii) Consolidated Balance Sheets, (iii)
Consolidated Statements of Cash Flows and (iv) Notes Consolidated Financial
Statements. Previously furnished.
 
 *
    
    Previously filed.
    
    Confidential treatment has been requested or granted for the deleted
portions of this Exhibit.**
    
    Filed herewith. EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS
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SIGNATURES
  GENZYME CORPORATIONBy:
    /s/ Michael S. WyzgaMichael S. WyzgaExecutive Vice President, Finance And Chief
Financial Officer  44