<PAGE>

                                                                 Exhibit 10.32.2

                   FIRST AMENDMENT TO INTERCREDITOR AGREEMENT

      This FIRST AMENDMENT TO INTERCREDITOR AGREEMENT dated as of December 28,
1998 (this "Amendment") is among Genzyme Corporation (the "Senior Creditor"), a
Massachusetts corporation; Genzyme Transgenics Corporation ("GTC"), a
Massachusetts corporation; the Subsidiaries of GTC listed on the signature pages
hereto (each of GTC and such Subsidiaries, a "Borrower" and collectively such
Subsidiaries with GTC, the "Borrowers"); and FINOVA Technology Finance, Inc.
(formerly known as Financing for Science International, Inc., the "Subordinating
Creditor"), a Delaware corporation.

      WHEREAS, the parties previously entered into an Intercreditor Agreement
dated as of July 3, 1995 (the "Original Intercreditor Agreement") providing for
certain subordination of the rights of the Subordinating Creditor pursuant to
the Original Intercreditor Agreement to the rights of Genzyme pursuant to the
Reimbursement Agreement dated as of July 3, 1995 among the Senior Creditor, the
Borrowers, and the Subordinated Creditor; and

      WHEREAS, GTC is entering into a new Credit Agreement dated as of the date
hereof with Fleet National Bank ("Fleet") to refinance the indebtedness under
its agreements with BankBoston, N.A. (formerly The First National Bank of
Boston); and

      WHEREAS, the parties wish to amend the Original Intercreditor Agreement to
reflect amendments to the documents constituting Senior Debt;

NOW, THEREFORE, in consideration of the foregoing and the agreements contained
herein, the parties hereby agree as follows. Terms used herein and not otherwise
defined shall have the meanings assigned to them in the Original Intercreditor
Agreement.

      1. Amendment to the Original Intercreditor Agreement. The Original
Intercreditor Agreement is amended as follows:

      (a) Amendment to Recitals. Each of the recitals is hereby deleted in its
entirety and replaced by the following:

            WHEREAS, pursuant to a Credit Agreement dated as of December ___,
      1998 (as amended and in effect from time to time, the "GTC Credit
      Agreement"), Fleet National Bank (the "Bank") agreed, upon the terms and
      subject to the conditions contained therein, to make loans to GTC; and

            WHEREAS, pursuant to a Master Equipment Lease Agreement (together
      with rental schedules thereto, the "Lease Agreement"), certain Sale and
      Leaseback Agreements (collectively, together with the Lease Agreement, the
      "FSI Lease Agreements") and a Security Agreement (the "Subordinated
      Agreement"), each dated September 27, 1994 between the Subordinating
      Creditor and TSI, the Subordinating Creditor leased certain equipment
      listed in Exhibit A hereto (as defined in the FSI Lease Agreement, the
      "Equipment") to TSI; and

<PAGE>

            WHEREAS, certain subsidiaries of TSI, namely Primedica Argus
      Research Laboratories, Inc., Primedica Worcester, Inc., Primedica
      Redfield, Inc., Primedica Rockville, Inc., and Health and Sciences
      Research Incorporated (collectively, the "Significant Subsidiaries"), each
      entered into a Guaranty of Lease (a "Subsidiary Guaranty") dated as of
      September 27, 1994 providing for the guarantee by such Significant
      Subsidiaries of the obligations of TSI to the Subordinating Creditor under
      the FSI Lease Agreement and the Subordinated Agreement; and

            WHEREAS, GTC entered into a Subsidiary Guaranty dated December 26,
      1996 providing for the guarantee by GTC of the obligations of TSI to the
      Subordinating Creditor under the Subordinating Creditor Lease Agreements
      and the Subordinated Agreement; and

            WHEREAS, GTC and certain of the Significant Subsidiaries, namely
      Primedica Argus Research Laboratories, Inc., Primedica Worcester, Inc. and
      Primedica Rockville, Inc., each entered into an additional Guaranty of
      Lease dated June 30, 1995 (each also a "Subsidiary Guaranty") providing
      for the guarantee by such Significant Subsidiaries of the obligations of
      TSI to the Subordinating Creditor under rental schedules pursuant to the
      Lease Agreement; and

            WHEREAS, GTC, TSI and the Subordinating Creditor previously entered
      into a Subordination Agreement dated as of September 27, 1994 providing
      for certain subordination of the rights of FSI pursuant to the
      Subordinated Agreement to the rights of a prior lender to GTC (the
      "Original Subordination Agreement"); and

            WHEREAS, the Obligations (as defined in the GTC Credit Agreement) of
      GTC shall be guarantied pursuant to that certain Guaranty dated as of the
      date hereof by the Senior Creditor in favor of the Bank (the "Guaranty");
      and

            WHEREAS, the reimbursement obligations of GTC pursuant to the
      Guaranty are described in the Amended and Restated Reimbursement Agreement
      dated as of the date hereof (the "Amended and Restated Reimbursement
      Agreement") among the Senior Creditor and the Borrowers; and

            WHEREAS, to secure the obligation of GTC and its subsidiaries to
      reimburse the Senior Creditor for any payments under the Guaranty and the
      Amended and Restated Reimbursement Agreement, GTC and its subsidiaries
      have entered into an Amended and Restated Security Agreement dated as of
      the date hereof in favor of the Senior Creditor and GTC has also entered
      into a Mortgage and Security Agreement in favor of the Senior Creditor, as
      amended (the "GTC Security Agreements"); and

            WHEREAS, it is a condition precedent to the Senior Creditor's
      willingness to provide the Guaranty that GTC, its subsidiaries and the
      Subordinating Creditor enter into this Agreement with the Senior Creditor;

      (b) Amendment to Definition of Senior Debt. The definition of "Senior
Debt" in Section 1 is hereby deleted in its entirety and replaced by the
following:


                                       2
<PAGE>

            Senior Debt. All principal, interest, fees, costs, enforcement
      expenses (including legal fees and disbursements), collateral protection
      expenses and other reimbursement or indemnity obligations created or
      arising under the Guaranty, the Amended and Restated Reimbursement
      Agreement, the GTC Security Agreements or any of the other documents
      related thereto as the foregoing may be amended from time to time or any
      prior, concurrent, or subsequent notes, instruments or agreements of
      indebtedness, liabilities or obligations of any type or form whatsoever
      relating thereto in favor of the Senior Creditor. Senior Debt shall
      expressly include any and all interest accruing or out-of-pocket costs or
      expenses incurred after the date of any filing by or against any Borrower
      or Borrowers of any petition under the federal Bankruptcy Code or any
      other bankruptcy, insolvency, or reorganization act regardless of whether
      the Senior Creditor's claim(s) therefor is allowed or allowable in the
      case or proceeding relating thereto.

      2. Miscellaneous.

      (a) Except to the extent specifically amended hereby, the Intercreditor
Agreement and all related documents shall remain in full force and effect.
Whenever the terms or sections amended hereby shall be referred to in the
Intercreditor Agreement or such other documents (whether directly or by
incorporation into other defined terms), such defined terms shall be deemed to
refer to those terms or sections as amended by this Amendment.

      (b) This Amendment may be executed in any number of counterparts, each of
which, when executed and delivered, shall be an original, but all counterparts
shall together constitute one instrument.

      (c) This Amendment shall be governed by the laws of the Commonwealth of
Massachusetts and shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns.


                                       3
<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Amendment which shall
be deemed to be a sealed instrument as of the date first above written.


                                   GENZYME CORPORATION


                                   By:
                                      -----------------------------------------
                                      Evan Lebson
                                      Treasurer

                                   FINOVA TECHNOLOGY FINANCE, INC.


                                   By: /s/ Linda A. Moschitto
                                      -----------------------------------------
                                      Linda A. Moschitto
                                      Director - Contract Administration

                                   GENZYME TRANSGENICS CORPORATION


                                   By: /s/ John B. Green
                                      -----------------------------------------
                                      John B. Green
                                      Vice President and Chief Financial Officer

                                   TSI CORPORATION


                                   By: /s/ John B. Green
                                      -----------------------------------------
                                      John B. Green
                                      Vice President and Chief Financial Officer

                                   PRIMEDICA CAMBRIDGE, INC. (formerly
                                   BioDevelopment Laboratories, Inc.)


                                   By: /s/ John B. Green
                                      -----------------------------------------
                                      John B. Green
                                      Vice President and Chief Financial Officer

                                   PRIMEDICA ROCKVILLE, INC. (formerly TSI
                                   Washington Laboratories, Inc.)


                                   By: /s/ John B. Green
                                      -----------------------------------------
                                      John B. Green
                                      Vice President and Chief Financial Officer


                                      2
<PAGE>


                                   PRIMEDICA REDFIELD, INC. (formerly TSI
                                   Redfield Laboratories, Inc.)


                                   By: /s/ John B. Green
                                      -----------------------------------------
                                      John B. Green
                                      Vice President and Chief Financial Officer

                                   PRIMEDICA WORCESTER, INC., (formerly
                                   TSI Mason Laboratories, Inc.)


                                   By: /s/ John B. Green
                                      -----------------------------------------
                                      John B. Green
                                      Vice President and Chief Financial Officer

                                   PRIMEDICA ARGUS RESEARCH LABORATORIES, INC.
                                   (formerly Argus Research Laboratories, Inc.)


                                   By: /s/ John B. Green
                                      -----------------------------------------
                                      John B. Green
                                      Vice President and Chief Financial Officer

                                   TRANSGENICS INVESTMENTS, INC.


                                   By: /s/ John B. Green
                                      -----------------------------------------
                                      John B. Green
                                      Vice President and Chief Financial Officer

                                   HEALTH SCIENCES RESEARCH INCORPORATED


                                   By: /s/ John B. Green
                                      -----------------------------------------
                                      John B. Green
                                      Vice President and Chief Financial Officer


                                       3
<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Amendment which shall
be deemed to be a sealed instrument as of the date first above written.


                                   GENZYME CORPORATION


                                   By: /s/ Evan M. Lebson
                                      -----------------------------------------
                                      Evan Lebson
                                      Treasurer

                                   FINOVA TECHNOLOGY FINANCE, INC.


                                   By:
                                      -----------------------------------------
                                      Name:
                                      Title:

                                   GENZYME TRANSGENICS CORPORATION


                                   By:
                                      -----------------------------------------
                                      John B. Green
                                      Vice President and Chief Financial Officer

                                   TSI CORPORATION


                                   By:
                                      -----------------------------------------
                                      John B. Green
                                      Vice President and Chief Financial Officer

                                   PRIMEDICA CAMBRIDGE, INC. (formerly
                                   BioDevelopment Laboratories, Inc.)


                                   By:
                                      -----------------------------------------
                                      John B. Green
                                      Vice President and Chief Financial Officer

                                   PRIMEDICA ROCKVILLE, INC. (formerly TSI
                                   Washington Laboratories, Inc.)


                                   By:
                                      -----------------------------------------
                                      John B. Green
                                      Vice President and Chief Financial Officer


                                      2