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Exhibit 10.6  


1.    Adopted by Board of Directors on February 14, 2002.  


 
  GENZYME TRANSGENICS CORPORATION
  
    2002 EQUITY INCENTIVE PLAN    
  


        1.    Purpose.    



        The
purpose of the Genzyme Transgenics Corporation 2002 Equity Incentive Plan (the "Plan") is to attract, retain and motivate persons who
are expected to make important contributions to the Company and its Affiliates, to provide an incentive for them to achieve performance goals, and to enable them to participate in the growth of the
Company by granting Awards with respect to the Company's Common Stock. Certain capitalized terms are used herein as defined in Section 10 below. 


        2.    Administration.    



        The
Plan shall be administered by the Committee; provided, that the Board may in any instance perform any of the functions of the Committee hereunder. The Committee shall select the
Participants to receive Awards and 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 governing
the operation of the Plan as it shall from time to time consider advisable, and to 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 the power to make Awards to Participants who are not Reporting Persons or Covered Employees and all
determinations under the Plan with respect thereto, provided that the Committee shall fix the maximum amount of such Awards for all such Participants and a maximum for any one Participant. 


        3.    Eligibility.    


        All
directors, employees and consultants of the Company or any Affiliate capable of contributing to the successful performance of the Company are eligible to be Participants in the Plan.
Incentive Stock Options may be granted only to persons eligible to receive such Options under the Code. 



        4.    Stock Available for Awards.    


                (a)    Amount.    Subject to adjustment under subsection (b), Awards may be made under the Plan for up to Two
Million (2,000,000) shares of Common Stock; provided that no more than 10% of the maximum number of shares authorized from time to time to be issued hereunder may be granted as Restricted Stock or
Unrestricted Stock Awards for consideration less than 100% of the Fair Market Value of the Common Stock on the date of the respective grant. If any Award expires or is terminated unexercised or is
forfeited or settled in a manner that results in fewer shares outstanding than were awarded, the shares subject to such Award, to the extent of such expiration, termination, forfeiture or decrease,
shall again be available for award under the Plan. Common Stock issued outside of the Plan through the assumption or substitution of outstanding grants from an acquired company shall not reduce the
shares available for Awards under the Plan. Shares issued under the Plan may consist of authorized but unissued shares or treasury shares. 


                (b)    Adjustment.    In the event that the Committee determines that any stock dividend, extraordinary cash
dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, exchange of shares or other transaction affects the Common Stock such that
an adjustment is required in order to preserve the benefits intended to be provided by the Plan, then the Committee shall (subject in the case of Incentive Stock Options to any limitation required
under the Code) equitably adjust any or all of (i) the number and kind of shares in respect of which Awards may be made under the Plan, (ii) the number and kind of shares subject to
outstanding Awards and (iii) the 


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exercise price with respect to any of the foregoing, provided that the number of shares subject to any Award shall always be a whole number, and if considered appropriate, the Committee may make
provision for a cash payment with respect to an outstanding Award. 


                (c)    Limit on Individual Grants.    The aggregate number of shares of Common Stock subject to Options and Stock
Appreciation Rights may be granted to any Participant within any fiscal year to any one Eligible Person under the Plan shall not exceed that number of shares equal to 20% of the total number of shares
reserved for issuance under the Plan, except for grants to new hires during the fiscal year of hiring which shall not exceed that number of shares equal to 30% of the total number of shares reserved
for issuance under the Plan. 


        5.    Stock Options.    


                (a)    Grant of Options.    Subject to the provisions of the Plan, the Committee may grant options
("Options") to purchase shares of Common Stock (i) complying with the requirements of Section 422 of the Code or any successor provision
and any regulations thereunder ("Incentive Stock Options") or (ii) not intended to comply with such requirements
("Nonstatutory Stock Options"). The Committee shall determine the number of shares subject to each Option and the exercise price therefor, which shall
not be less than 100% of the Fair Market Value of the Common Stock on the date of grant; provided that a Nonstatutory Stock Option granted to a new employee or consultant in connection with his or her
hiring may have a lower exercise price so long as it is not less than 100% of Fair Market Value on the date he or she accepts the Company's offer of employment or the date employment commences,
whichever is lower. No Option shall be an Incentive Stock Option if not granted within ten years from the date on which the Plan or an amendment thereto was last approved for purposes of
Section 422 of the Code (the date of such approval being the date on which the Plan or the respective amendment was approved by the Board or the stockholders, whichever was earlier). 


                (b)    Terms and Conditions.    Each Option shall be exercisable at such times and subject to such terms and
conditions as the Committee may specify in the applicable grant or thereafter. The Committee 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 upon exercise of any Option until payment in full of the exercise
price therefor is received by the Company. Such payment may be made in whole or in part in cash or, to the extent permitted by the Committee at or after the grant of the Option, by delivery of a note
or other commitment satisfactory to the Committee or shares of Common Stock owned by the optionee valued at their Fair Market Value on the date of delivery, or such other lawful consideration,
including a payment commitment of a financial or brokerage institution, as the Committee may determine. 



        6.    Stock Options for Non-Employee Directors    


                (a)    Grant of Options and Option Terms    


                        (i)    Automatic Grant of Options for Non-Employee Directors (other than Chairman of the Board).    Upon
the election or re-election of Non-Employee Directors (other than Chairman of the Board), such director shall automatically be granted an Option to purchase 7,500 shares of
Common Stock for each year of the term of office to which he or she is elected. If such director is elected on a date other than the date of an annual meeting of stockholders (whether elected by the
Board or the stockholders and whether to fill a vacancy or otherwise), such director shall automatically be granted Options to purchase 7,500 shares of Common Stock for each year or portion thereof of
the term of office to which he or she is elected. 


                        (ii)    Automatic Grant of Options for a Non-Employee Director Chairman of Board.    Upon the election or
re-election of a Non-Employee Director Chairman of the Board, such director shall 


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automatically be granted an Option to purchase 15,000 shares of Common Stock for each year of the term of office to which he or she is elected. If such director is elected on a date other than the
date of an annual meeting of stockholders (whether elected by the Board or the stockholders and whether to fill a vacancy or otherwise), such director shall automatically be granted Options to
purchase 15,000 shares of Common Stock for each year or portion thereof of the term of office to which he or she is elected. 


                        (iii)    Nonstatutory Stock Options.    All Options granted under this Section 6(a) shall be nonstatutory
options not entitled to special tax treatment under Section 422 of the Code. 


                        (iv)    Date of Grant.    The "Date of Grant" for Options granted under Section 6(a)(1) or (2) shall be
the date of election or re-election as a Non-Employee Director, commencing with the first election or re-election in 2001. 


                (b)    Option Price.    The Option price for each Option granted under this Plan shall be the current fair market
value of a share of Common Stock of the Company as determined by the last sale price for the Company's Common Stock as reported by the National Association of Securities Dealers Automated Quotations
National Market System for the business day immediately preceding the Date of Grant. 



                (c)    Term of Option.    The term of each Option granted under this section shall be ten years from the Date of
Grant. 


                (d)    Exercisability of Options.    Options granted under this Plan to a Non-Employee Director on
election or re-election shall become exercisable with respect to 7,500 shares on the Date of Grant and on each annual meeting of stockholders of the Company following the Date of Grant if
and only if the director is a member of the Board at the opening of business on that date (e.g., an Option to purchase 22,500 shares of Common Stock granted at the 2002 annual meeting would become
exercisable with respect to 7,500 shares at each of the 2002, 2003 and 2004 annual meetings). 


                (e)    General Exercise Terms.    Non-Employee Directors holding exercisable Options under this section
who cease to serve as members of the Board may, during their lifetime, exercise the rights they had under such Options at the time they ceased being a director for the full unexpired term of such
Option. Any rights that have not yet become exercisable shall terminate upon cessation of membership on the Board. Upon the death of a director, those entitled to do so shall have the right, at any
time within twelve months after the date of death, to exercise in whole or in part any rights which were available to the director at the time of his or her death. The rights of the Participant may be
exercised by the Participant's guardian or legal representative in the case of disability and by the beneficiary designated by the Participant in writing delivered to the Company or, if none has been
designated, by the Participant's estate or his or her transferee on death in accordance with this Section 6, in the case of death. Options granted under this Section 6 shall terminate,
and no rights thereunder may be exercised, after the expiration of the applicable exercise period. Notwithstanding the foregoing provisions of this Section 6, no rights under any Options may be
exercised after the expiration of ten years from their Date of Grant. 


        7.    Stock Equivalents.    


        The
Committee may grant rights to receive payment from the Company based in whole or in part on the value of the Common Stock ("Stock
Equivalents") upon such terms and conditions as the Committee determines. Stock Equivalents may include without limitation phantom stock, performance units, dividend
equivalents and stock appreciation rights ("SARs"). SARs granted in tandem with an Option will terminate to the extent that the related Option is
exercised, and the related Option will terminate to the extent that the tandem SARs are exercised. An SAR will have an exercise price determined by or in the manner specified by the Committee of not
less than 100% of the Fair Market Value of the Common Stock on the date of the grant, or of not less than the exercise price of the 


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related Option in the case of an SAR granted in tandem with an Option. The Committee will determine at the time of grant or thereafter whether Stock Equivalents are to be settled in cash, Common
Stock or other securities of the Company, Awards or other property. 


        8.    Stock Awards.    


                (a)    Grant of Restricted or Unrestricted Stock Awards.    The Committee may grant shares of Common Stock subject to
forfeiture ("Restricted Stock") and determine the duration of the period (the "Restricted Period")
during which, and the conditions under which, the shares may be forfeited to the Company and the other terms and conditions of such Awards. Shares of Restricted Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered, except as permitted by the Committee, during the Restricted Period. Shares of Restricted Stock shall be evidenced in such manner as the Committee may
determine. Any certificates issued in respect of shares of Restricted Stock shall be registered in the name of the Participant and unless otherwise determined by the Committee, deposited by the
Participant, together with a stock power endorsed in blank, with the Company. At the expiration of the Restricted Period, the Company shall deliver such certificates to the Participant or if the
Participant has
died, to the Participant's Designated Beneficiary. The Committee also may make Awards of shares of Common Stock that are not subject to restrictions or forfeiture, on such terms and conditions as the
Committee may determine from time to time ("Unrestricted Stock"). 



                (b)    Performance Goals.    The Committee may establish performance goals for the granting of Restricted Stock or
Unrestricted Stock Awards or the lapse of risk of forfeiture of Restricted Stock. Such performance goals may be based on earnings per share, revenues, sales or expense targets of the Company or any
subsidiary, division or product line thereof, stock price, stockholders' equity or such other business or financial criteria as the Committee may determine. The achievement of the performance goals
shall be determined by the Committee. Shares of Restricted Stock or Unrestricted Stock may be issued for no cash consideration, such minimum consideration as may be required by applicable law or such
other consideration as the Committee may determine. 


        9.    General Provisions Applicable to Awards.    


                (a)    Documentation.    Each Award under the Plan shall be evidenced by a writing delivered to the Participant or
agreement executed by the Participant specifying the terms and conditions thereof and containing such other terms and conditions not inconsistent with the provisions of the Plan as the Committee
considers necessary or advisable to achieve the purposes of the Plan or to comply with applicable tax and regulatory laws and accounting principles. The terms of any Award may include such continuing
restrictions and forfeiture and/or other penalty provisions relating to competition or other activity detrimental to the Company as the Committee determines. 


                (b)    Committee Discretion.    Each type of Award may be made alone, in addition to or in relation to any other
Award. The terms of each type of Award need not be identical, and the Committee need not treat Participants uniformly. Except as otherwise provided by the Plan or a particular Award, any determination
with respect to an Award may be made by the Committee at the time of grant or at any time thereafter. 


                (c)    Dividend, Cash Awards and Loans.    In the discretion of the Committee, any Award under the Plan may provide
for (i) dividends or dividend equivalents payable (in cash or in the form of Awards under the Plan) currently or deferred with or without interest and (ii) cash payments in lieu of or in
addition to an Award or (iii) one or more loans to a Participant to permit exercise of, or the payment of any tax liability with respect to, any Award. 


                (d)    Termination of Service.    The Committee shall determine the effect on an Award of the disability, death,
retirement or other termination of employment or other service of a Participant and the extent to which, and the period during which, the Participant's legal representative, guardian or Designated
Beneficiary may receive payment of an Award or exercise rights thereunder. Unless the 


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Committee otherwise provides in any case, a Participant's employment or other service shall have terminated for purposes of this Plan at the time the entity by which the Participant is employed or to
which he or she renders such service ceases to be an Affiliate of the Company. 


                (e)    Change in Control.    In order to preserve a Participant's rights under an Award in the event of a change in
control of the Company (as defined by the Committee), the Committee in its discretion may, at the time an Award is made or at any time thereafter, take one or more of the following actions:
(i) provide for the acceleration of any time period relating to the exercise or payment of the Award, (ii) provide for payment to the Participant of cash or other property with a Fair
Market Value equal to the amount that would have been received upon the exercise or payment of 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 to reflect the change in control, (iv) cause the Award to be assumed, or new rights substituted therefor, by another entity, or
(v) make such other provision as the Committee may consider equitable to Participants and in the best interests of the Company. Notwithstanding anything above to the contrary, with respect to
Options granted to Non-Employee Directors, upon a change of control, any deferred exercise period shall be automatically accelerated and each Participant of an outstanding Option granted
under Section 7(a) shall be entitled to receive upon exercise and payment in accordance with the terms of the Option the same shares, securities or property as he would have been entitled to
receive upon the occurrence of such event if he had been, immediately prior to such event, the holder of the number of shares of Common Stock purchasable under his Option; provided, however, that in
lieu of the foregoing the Board may upon written notice to each such Participant of an outstanding Option or right under the Plan, provide that such Option or right shall terminate on a date not less
than twenty days after the date of such notice unless theretofore exercised. 



                (f)    Transferability.    In the discretion of the Committee, any Award may be made transferable upon such terms and
conditions and to such extent as the Committee determines, provided that Incentive Stock Options may be transferable only to the extent permitted by the Code. The Committee may in its discretion waive
any restriction on transferability. 


                (g)    Withholding Taxes.    The Participant shall pay to the Company, or make provision satisfactory to the
Committee for payment of, any taxes required by law to be withheld in respect of Awards under the Plan no later than the date of the event creating the tax liability. The Company and its Affiliates
may, to the extent permitted by law, deduct any such tax obligations from any payment of any kind due to the Participant hereunder or otherwise. In the Committee's discretion, the minimum tax
obligations required by law to be withheld in respect of Awards may be paid in whole or in part in shares of Common Stock, including shares retained from the Award creating the tax obligation, valued
at their Fair Market Value on the date of retention or delivery. 


                (h)    Foreign Nationals.    Awards may be made to Participants who are foreign nationals or employed outside the
United States on such terms and conditions different from those specified in the Plan as the Committee considers necessary or advisable to achieve the purposes of the Plan or to comply with applicable
laws. 


                (i)    Amendment of Award.    The Committee may amend, modify, or terminate any outstanding Award, including
substituting therefor another Award of the same or a different type, changing the date of exercise or realization and converting an Incentive Stock Option to a Nonstatutory Stock Option. Any such
action shall require the Participant's consent unless: 


                        (i)    in
the case of a termination of, or a reduction in the number of shares issuable under, an Option, any time period relating to the exercise of such Option or the
eliminated portion, as the case may be, is waived or accelerated before such termination or reduction (and in such case the Committee may provide for the Participant to receive cash or other property
equal to the net value 


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that would have been received upon exercise of the terminated Option or the eliminated portion, as the case may be); or 


                        (ii)  in
any other case, the Committee determines that the action, taking into account any related action, would not materially and adversely affect the Participant. 


        10.    Certain Definitions.    


        "Affiliate" means any business entity in which the Company owns directly or indirectly 50% or more of the total voting power or has
another significant financial interest as determined by the Committee. 



        "Award" means any Option, Stock Appreciation Right, Restricted Stock, or Unrestricted Stock granted under the Plan. 


        "Board" means the Board of Directors of the Company. 


        "Code" means the Internal Revenue Code of 1986, as amended from time to time, or any successor law. 


        "Committee" means any committee of one or more directors appointed by the Board to administer the Plan or a specified portion thereof.
Unless otherwise determined by the Board, if a Committee is authorized to grant Awards to a Reporting Person or a Covered Employee it shall be comprised of not less than two directors, each of whom
shall be a "non-employee director" within the meaning of Rule 16b-3 under the Exchange Act or an "outside director" within the meaning of Section 162(m) of the
Code, respectively. 


        "Common Stock" or "Stock" means the Common Stock, $0.01 par value, of the Company. 


        "Company" means Genzyme Transgenics Corporation, a Massachusetts corporation and, unless the context otherwise requires, includes each
"subsidiary corporation" of Genzyme Transgenics Corporation, as defined in Section 424(f) of the Code, from time to time. 


        "Covered Employee" means, at any time that Section 162(m) of the Code applies to the Company, a "covered employee" within the
meaning of such section. 


        "Designated Beneficiary" means the beneficiary designated by a Participant, in a manner determined by the Committee, to receive amounts
due or exercise rights of the Participant in the event of the Participant's death. In the absence of an effective designation by a Participant, "Designated Beneficiary" means the Participant's estate. 


        "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, or any successor law. 


        "Fair Market Value" means, with respect to Common Stock or any other property, the fair market value of such property as determined by the
Committee in good faith or in the manner established by the Committee from time to time. 



        "Non-Employee Director" means a director of the Company who is not an employee of the Company or of any subsidiary of the
Company. 


        "Participant" means a person selected by the Committee to receive an Award under the Plan. 


        "Reporting Person" means a person subject to Section 16 of the Exchange Act. 


        11.    Miscellaneous.    



        (a)    No Right To Employment.    No person shall have any claim or right to be granted an Award. Neither the
adoption, maintenance, nor operation of the Plan nor any Award hereunder shall confer upon any employee or consultant of the Company or of any Affiliate any right with respect to the 


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continuance of his/her employment by or other service with the Company or any such Affiliate nor shall they interfere with the rights of the Company or Affiliate to terminate any employee at any time
or otherwise change the terms of employment, including, without limitation, the right to promote, demote or otherwise re-assign any employee from one position to another within the Company
or any Affiliate. 


                (b)    No Rights As Stockholder.    Subject to the provisions of the applicable Award, no Participant or Designated
Beneficiary shall have any rights as a stockholder with respect to any shares of Common Stock to be issued under the Plan until he or she becomes the holder thereof. A Participant to whom Common Stock
is awarded shall be considered a stockholder of the Company at the time of the Award except as otherwise provided in the applicable Award. 



                (c)    Amendment of Plan.    The Board may amend, suspend, or terminate the Plan or any portion thereof at any time,
subject to such stockholder approval as the Board determines to be necessary or advisable. 


                (d)    Governing Law.    The provisions of the Plan shall be governed by and interpreted in accordance with the laws
of the Commonwealth of Massachusetts. 


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GENZYME TRANSGENICS CORPORATION 2002 EQUITY INCENTIVE PLAN