**Exhibit 10.12**

**GENZYMECORPORATION**

**1997 EQUITY INCENTIVE PLAN**

1.**     *Purpose***

The purpose of theGenzyme Corporation 1997 Equity Incentive Plan (the “Plan”) is to attract andretain key employees and consultants of the Company and its Affiliates, toprovide an incentive for them to achieve long-range performance goals, and toenable them to participate in the long-term growth of the Company by grantingthem Awards with respect to the Company’s Common Stock.  Certain capitalized terms used herein aredefined in section 7 below.

2.             ***Administration***

The Plan shall beadministered by the Committee.   TheCommittee shall determine the terms and conditions of the Awards.  The Committee shall have authority to adopt,alter and repeal such administrative rules, guidelines and practices governingthe operation of the Plan as it shall from time to time consider advisable, andto interpret the provisions of the Plan. The Committee’s decisions shall be final and binding.  To the extent permitted by applicable law,the Committee may delegate to one or more executive officers of the Company thepower to make Awards to Participants and all determinations under the Plan withrespect thereto, provided that the Committee shall fix the maximum amount ofsuch Awards 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 are eligible to beParticipants in the Plan, other than persons deemed to be officers or directorsof the Company within the meaning of the corporate governance rules for NasdaqNational Market companies.  TheCommittee, in its sole discretion, shall determine from the group of eligiblepersons whether an individual shall be a Participant under the Plan.

4.             ***Stock Available for Awards***

***(a)     Amount***.  Subject to adjustment under subsection (b),Awards may be made under the Plan for up to 27,664,300 shares of GenzymeGeneral Stock.  If any Award expires oris terminated unexercised or is forfeited or settled in a manner that resultsin fewer shares outstanding than were awarded, the shares subject to suchAward, to the extent of such expiration, termination, forfeiture or decrease,shall again be available for award under the Plan.  Common Stock issued through the assumption orsubstitution of outstanding grants from an acquired company shall not reducethe shares available for Awards under the Plan. Shares issued under the Plan may consist in whole or in part ofauthorized but unissued shares or treasury shares.

***(b)     Adjustment***.  In the event of any stock dividend,extraordinary cash dividend, recapitalization, reorganization, merger,consolidation, split-up, spin-off, combination, exchange of shares or othertransaction that affects the Common Stock such that an adjustment is requiredin order to preserve the benefits intended to be provided by the Plan, then theCommittee shall equitably adjust any or all of (i) the number and kind ofshares in respect of which Awards may be made under the Plan, (ii) the numberand kind of shares subject to outstanding Awards and (iii) the exercise pricewith respect to any of the foregoing, provided that the number of sharessubject to any Award shall always be a whole number, and if consideredappropriate, the Committee may make provision for a cash payment with respectto an outstanding Award.  Notwithstandingthe foregoing, unless otherwise determined by the Committee, no adjustment willbe made for dividends of one series of Common Stock paid on another series ofCommon Stock.

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5.     ***Stock Options***

***(a)     Grant of Options***.  Subject to the provisions of the Plan, theCommittee may grant Options to purchase shares of Common Stock.  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 as of thePricing Date.  The Plan does not providefor the granting of incentive stock options meeting the requirements of Section422 of the Code.

***(b)     Terms and Conditions***.  Each Option shall be exercisable at suchtimes and subject to such terms and conditions as the Committee may specify inthe applicable 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, including Restricted Stock, or by retaining shares otherwise issuablepursuant to the Option, in each case valued at their Fair Market Value on thedate of delivery or retention, or such other lawful  consideration, including a payment commitmentof a financial or brokerage institution, as the Committee may determine.

6.             ***General Provisions Applicable to Awards***

***(a)     Documentation***.  Each Award under the Plan shall be evidencedby a writing delivered to the Participant specifying the terms and conditionsthereof and containing such other terms and conditions not inconsistent withthe provisions of the Plan as the Committee considers necessary or advisable toachieve the purposes of the Plan or to comply with applicable tax andregulatory laws and accounting principles.

***(b)     Committee Discretion***.  The terms of each Award need not beidentical, and the Committee need not treat Participants uniformly.  Except as otherwise provided by the Plan or aparticular Award, any determination with respect to an Award may be made by theCommittee at the time of grant or at any time thereafter.

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

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

***(e)     Change in Control***.  In order to preserve a Participant’s rightsunder an Award 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 Award ismade or at any time thereafter, take one or more of the following actions: (i)provide for  the acceleration of any timeperiod relating to the exercise or payment of the Award, (ii) provide forpayment to the Participant of cash or other property with a Fair Market Valueequal to the amount that would have been received upon the exercise or paymentof the Award had the Award been exercised or paid upon the change in control, (iii)adjust the terms of the Award in a manner determined by the Committee toreflect the change in control, (iv) cause the Award to be assumed, or newrights substituted therefor, by 

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

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

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

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

***(i)     Foreign Nationals***.  Awards may be made to Participants who areforeign 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.

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

7.             ***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.

“Award” means anyStock Option granted under the Plan.

“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 portion thereof.

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

“Company” meansGenzyme Corporation.

“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.

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“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 theCommittee to receive an Award under the Plan.

“Pricing Date”means the date on which the Award is granted, except that the Committee mayprovide that the Pricing Date for an Award granted to a new employee or consultantshall be the date on which the recipient is hired or engaged if the grant ofthe Award occurs within 90 days of the date such employment or engagementcommences.

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

8.***     Miscellaneous***

***(a)     Rights Limited***.  Any Award made under the Plan shall be madein the sole discretion of the Committee, or its delegate as appointed inaccordance with the Plan, and no prior Award shall entitle a person to anyfuture Award.  In no event shall thePlan, or any Award made under the Plan, form a part of an employee’s orconsultant’s contract of employment or service, if any.  Neither the Plan, nor any Award made underthe Plan, shall confer upon any employee or consultant of the Company or itsAffiliate any right with respect to the continuance of his or her employmentby, or other service with, the Company or its Affiliate, nor shall they limitthe right of the Company or its Affiliate to terminate the employee orconsultant or otherwise change the terms of service.  The loss of existing or potential profit inan Award shall not constitute an element of damages in the event of terminationof employment or service for any reason, even if the termination is inviolation of an obligation of the Company or its Affiliate to the Participant.

***(b)     No Rights as Stockholder***.  Subject to the provisions of the applicableAward, no Participant or Designated Beneficiary shall have any rights as astockholder with respect to any shares of Common Stock to be distributed underthe Plan until he or she becomes the holder thereof.  A Participant to whom Common Stock is awardedshall be considered the holder of the Stock at the time of the Award except asotherwise provided in the applicable Award.

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

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

***(e)     Governing Law***.  The provisions of the Plan shall be governedby and interpreted in accordance with the laws of Massachusetts.
|        | Approved by the  Board of Directors on October 16,1997.      |
|--------|--------------------------------------------------------------|
|   | Amended by the  Board of Directors on March 24, 1999.        |
|   | Amended by the Board  of Directors on August 26, 1999.       |
|   | Amended by the  Compensation Committee on March 2, 2000.     |
|   | Amended by the  Compensation Committee on February 9, 2001.  |
|   | Amended by the  Compensation Committee on May 30, 2001.      |
|   | 2-for-1 stock  split on 6/1/01.                              |
|   | Amended by the  Compensation Committee on May 29, 2002.      |
|   | Amended by the  Compensation Committee on February 26, 2003. |
|   | Amended by the  Board of Directors on June 30, 2003.         |
|   | Amended by the  Board of Directors on March 14, 2005.        |
|   | Amended by the  Board of Directors on December 4, 2006       |

 

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