<PAGE>   1



                                                                      Exhibit 99

Report of Independent Accountants

To the Venturers of Genzyme Ventures II:

In our opinion, the accompanying balance sheets and the related statements of
operations, of changes in venturers' capital (deficit) and of cash flows present
fairly, in all material respects, the financial position of Genzyme Ventures II
(the "Joint Venture"), at December 31, 1998 and 1997, and the results of its
operations and its cash flows for the years ending December 31, 1998 and 1997,
and the period from August 17, 1996 (commencement of operations) to December 31,
1996, in conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Joint Venture's management;
our responsibility is to express an opinion on these financial statements based
on our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.






                                                   PricewaterhouseCoopers LLP




Boston, Massachusetts
March 11, 1999


<PAGE>   2


GENZYME VENTURES II
STATEMENTS OF OPERATIONS
(In thousands)
<TABLE>
<CAPTION>

                                                                                                              For the
                                                                                                           Period from
                                                                                                         August 17,  1996
                                                                                                          (commencement
                                                                    For the              For the          of operations)
                                                                  year ended            year ended              to
                                                                  December 31,         December 31,         December 31,
                                                                     1998                  1997                1996
                                                                --------------         ------------       --------------
<S>                                                               <C>                    <C>               <C>
Net product sales.........................................        $  5,598              $  3,210            $     435
                                                                                                            
Operating costs and expenses:
   Cost of products sold..................................          (2,443)                 (868)                (234)
   Selling and marketing expenses.........................          (7,950)               (4,611)              (2,680)
                                                                  --------              --------            ---------
      Total operating costs and expenses..................         (10,393)               (5,479)              (2,914)
                                                                  --------              --------            ---------

Other income:
   Investment income......................................              20                     -                    -
                                                                  --------              --------            ---------
      Total other income..................................              20                     -                    -
                                                                  --------              --------            ---------

Net loss..................................................        $ (4,775)             $ (2,269)           $  (2,479)
                                                                  ========              ========            =========
</TABLE>



























 The accompanying notes are an integral part of these financial statements.


                                       2
<PAGE>   3



GENZYME VENTURES II
BALANCE SHEETS
<TABLE>

(Amounts in thousands)                                                                          DECEMBER 31,          
-------------------------------------------------------------------------------------------------------------------
                                                                                          1998               1997
                                                                                          ----               ----

                                  ASSETS

<S>                                                                                     <C>                 <C>
Cash ...........................................................................        $      20           $ 1,700
                                                                                        =========           =======


               LIABILITIES AND VENTURERS' CAPITAL

Commitments and contingencies (Note D)..........................................  

Venturers' capital:
   Genzyme Corporation..........................................................               20             1,108
   Genzyme Development Partners, L.P............................................                -               592
                                                                                        ---------           -------
Total Venturers' capital........................................................               20             1,700

Total liabilities and Venturers' capital........................................        $      20           $ 1,700
                                                                                        =========           =======
</TABLE>































 The accompanying notes are an integral part of these financial statements.

                                       3
<PAGE>   4


GENZYME VENTURES II
STATEMENT OF CASH FLOWS
(In thousands)
<TABLE>

                                                                                                             FOR THE PERIOD FROM
                                                                                                              AUGUST 17, 1996
                                                                                                              (COMMENCEMENT OF 
                                                                         FOR THE  YEARS ENDED DECEMBER 31,     OPERATIONS) TO
                                                                            1998                  1997        DECEMBER 31, 1996
                                                                            ----                  ----       --------------------
Cash Flow from Operating Activities:
 <S>                                                                      <C>                  <C>            <C>
 Net loss.........................................................        $  (4,775)            $ (2,269)        $(2,479)

Reconciliation of net loss to net cash used by
    operating activities:
      Increase in Payable to Genzyme Corporation..................               --                   --           2,279
                                                                          ---------             --------         -------
        Net cash used in operating activities.....................           (4,775)              (2,269)           (200)

Cash Flow from Financing Activities:
    Capital contributed by Genzyme Corporation....................            3,095                2,469              --
    Capital contributed by Genzyme Development Partners, L.P......                -                1,500             200
                                                                          ---------             --------         -------
  Net cash provided by financing activities.......................            3,095                3,969             200
                                                                          ---------             --------         -------

Increase (decrease) in cash.......................................           (1,680)               1,700              --
Cash at beginning of period.......................................            1,700                   --              --
                                                                          ---------             --------         -------
Cash at end of period.............................................        $      20             $  1,700         $    --
                                                                          =========             ========         =======
</TABLE>


Supplemental disclosure of non-cash transaction:
   Conversion of accounts payable to Genzyme Corporation to Capital - Note D














  The accompanying notes are an integral part of these financial statements.


                                       4
<PAGE>   5


GENZYME VENTURES II
STATEMENT OF CHANGES IN VENTURERS' CAPITAL (DEFICIT)
(In thousands)
<TABLE>
<CAPTION>

                                                                                     GENZYME
                                                                                   DEVELOPMENT                                      
                                                          GENZYME                   PARTNERS,                  TOTAL      
                                                        CORPORATION                   L.P.                  VENTURERS'          
                                                          CAPITAL                    CAPITAL             CAPITAL (DEFICIT)
                                                        -----------                -----------           -----------------

<S>                                                  <C>                          <C>                      <C>
Balance at August 17, 1996
 (commencement of operations)...................         $      -                    $    -                  $      -

Capital contribution (Note D)...................                -                       200                       200
Net loss........................................           (2,279)                     (200)                   (2,479)
                                                         --------                    ------                  --------
     Balance at December 31, 1996...............           (2,279)                        -                    (2,279)
                                                         --------                    ------                  --------

Capital contributions (Note D)..................            4,748                     1,500                     6,248
Net loss........................................           (1,361)                     (908)                   (2,269)
                                                         --------                    ------                  --------
     Balance at December 31, 1997...............         $  1,108                       592                  $  1,700
                                                         --------                    ------                  --------

Capital contribution (Note D)...................            3,095                         -                     3,095
Net loss........................................           (4,183)                     (592)                   (4,775)
                                                         --------                    ------                  --------
     Balance at December 31, 1998...............         $     20                         -                  $     20
                                                         ========                    ======                  ========
</TABLE>














  The accompanying notes are an integral part of these financial statements.


                                       5




<PAGE>   6



                               GENZYME VENTURES II

                          NOTES TO FINANCIAL STATEMENTS


NOTE A.  ORGANIZATION

Genzyme Development Partners, L.P. ("GDP") and Genzyme Corporation ("Genzyme")
formed a joint venture, Genzyme Ventures II (the "Joint Venture"), under the
terms and provisions of the Delaware Uniform Partnership Act in September 1989
for the purpose of manufacturing and marketing GDP's surgical products (the
"Sepra Products" or the "Products") in the United States and Canada for human
surgical procedures, other than in ophthalmic surgery. The Sepra Products are
intended to be used to limit the incidence and severity of postoperative
adhesions.

GDP has contributed its technology and $1.7 million to the Joint Venture and
Genzyme has contributed its agreement to manufacture and market the Sepra
Products, to make non-interest bearing loans to the Joint Venture in the amount
of any working capital deficiency, to make capital contributions to the extent
deemed necessary by GDP and Genzyme in connection with the business of the Joint
Venture and to allow the use of such trademarks, tradenames and logos as GDP and
Genzyme shall determine to be necessary and advisable for manufacturing and
marketing the Products within the United States and Canada. In August 1996,
Genzyme received marketing approval from the U.S. Food and Drug Administration
("FDA") for GDP's first product, Seprafilm(R) Bioresorbable Membrane, and
commenced commercial sales of Seprafilm(R) Bioresorbable Membrane in the U.S. on
behalf of the Joint Venture on August 17, 1996 (commencement of operations).


NOTE B - ACCOUNTING POLICIES

ACCOUNTING METHOD
The financial statements have been prepared under the accrual method of
accounting in conformity with generally accepted accounting principles.

FISCAL YEAR END
GDP and Genzyme, as joint venturers, have determined that the fiscal year end of
the Joint Venture is December 31.

USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make certain estimates and
assumptions that effect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reported
period. Actual results could differ from those estimates.

REVENUE RECOGNITION
Revenues and corresponding cost of sales from product sales are recognized when
goods are shipped by Genzyme to the end customer as per the Amended and Restated
Joint Venture Agreement (see Note C).

INCOME TAXES
The Joint Venture is organized as a pass-through entity; accordingly, the
financial statements do not include a provision for income taxes. Taxes, if any,
are the liability of GDP and Genzyme, as venturers.

UNCERTAINTIES
The Joint Venture is subject to risks common to companies in the biotechnology
industry, including but not limited to, development by its competitors of new
technological innovations, the ability to obtain and maintain adequate
protection of proprietary technology, the ability to obtain reimbursement for
its products, health care cost containment initiatives, product liability,
market acceptance of the Products and compliance with the government
regulations, including those of the U.S. Department of Health and Human Services
and the FDA. In addition, the Joint Venture is dependent upon Genzyme's ability
to produce and market the Products.

The successful commercialization of the Sepra Products will require that
surgeons become convinced of the efficacy of the products in reducing the
formation of postoperative adhesions and incorporate the products as standard
surgical practice in procedures where adhesions are a potential postoperative
complication. Substantial additional efforts to educate surgeons and hospital
administrators as to the benefits of these products will be required, however,
in order for the products to penetrate target markets and gain broad market
acceptance. There can be no assurance that the Sepra Products will gain such
acceptance.


                                       6
<PAGE>   7

                               GENZYME VENTURES II

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


NOTE C.   JOINT VENTURE AGREEMENT BETWEEN GDP AND GENZYME CORPORATION

In March 1997, Genzyme and GDP reached agreement concerning the operation of and
allocations of profits and losses from the Joint Venture. Under the terms of 
these agreements, Genzyme manufactures the Joint Venture's requirements for 
Sepra Products and, acting as sole distributor for the Joint Venture, purchases 
product from the Joint Venture for resale to third parties. Upon receipt of an 
order from a third party, Genzyme sells the product to the Joint Venture for an 
amount equal to the actual costs of materials and direct labor plus a fixed 
amount of overhead. The Joint Venture then resells the product to Genzyme for 
an amount equal to Genzyme's price to the end-user less a distributor's 
discount (subject to a minimum price). Because the Joint Venture resells the 
product to Genzyme immediately after purchasing it, inventory is not 
recorded on the Joint Venture's books.

Genzyme charges the Joint Venture for selling and marketing expenses to the
extent such expenses exceed Genzyme's distributors discount. In 1998 and 1997,
Genzyme charged $2.4 million and $4.6 million of marketing expenses to the Joint
Venture, and charged $5.5 million of selling expenses to the Joint Venture in
1998. Selling expenses related to the Sepra Products were not charged to the
Joint Venture in 1997 but were charged to the Joint Venture in 1998. Genzyme has
agreed that it will not seek to recover any selling expenses incurred prior to
1997 from the Joint Venture. Genzyme is not entitled to reimbursement for
general and administrative services it provides to the Joint Venture until the
first year in which the Joint Venture generates more than $25.0 million in
revenues, at which time Genzyme will receive a quarterly commission for general
and administrative services in an amount equal to 10% of the Joint Ventures'
gross revenues.

Pursuant to the terms of the Amended and Restated Joint Venture Agreement, GDP
will receive the first $5.6 million in profits generated by the Joint Venture,
Genzyme will receive the next $8.4 million in profits and, thereafter, Genzyme
and GDP will receive a 60% and 40% share, respectively, in the profits of the
Joint Venture. The first $200,000 of the Joint Venture's losses were allocated
to GDP and thereafter losses are allocated 40% to GDP and 60% to Genzyme except
to the extent that any losses allocable to GDP would result in the allocation of
such loss to Genzyme Development Corporation II as the General Partner of GDP as
a result of the GDP Limited Partners' capital account balance having been
previously reduced to zero. In such an event, 100% of the losses, in excess of
the first $200,000, are allocated to Genzyme. These financial statements reflect
the terms of the Amended and Restated Joint Venture Agreement.

GDP has contributed its technology and $1.7 million to the Joint Venture and
Genzyme has contributed its agreement to manufacture and market the Sepra
Products, to make non-interest bearing loans to the Joint Venture in the amount
of any working capital deficiency, to make capital contributions to the extent
deemed necessary by the two venturers in connection with the business of the
Joint Venture and to allow the use of such trademarks, tradenames and logos as
the venturers shall determine to be necessary and advisable for manufacturing
and marketing the Sepra Products within the United States and Canada. The Joint
Venture began to engage in active business after receipt of FDA marketing
approval for Seprafilm(R) Bioresorbable Membrane on August 17, 1996
(commencement of operations).

The allocation of the Joint Venturer's losses for the years ending December 31,
1998 and 1997 and losses for the period from August 17, 1996 (commencement of
operations) through December 31, 1996 are pursuant to the terms of the Amended
and Restated Joint Venture Agreement, which is retroactive to August 17, 1996.

         Allocation of Joint Venture losses is summarized as follows (amounts in
thousands):
<TABLE>
<CAPTION>

                                                                 1998              1997             1996
                                                                 ----              ----             ----

<S>                                                            <C>               <C>              <C>     
         Joint Venture net loss..................              $(4,775)          $(2,269)         $(2,479)

         Allocated to GDP........................              $  (592)          $  (908)         $  (200)
         Allocated to Genzyme....................              $(4,183)          $(1,361)         $(2,279)
</TABLE>



NOTE D.   JOINT VENTURE CAPITAL

In 1997, Genzyme contributed $1.5 million of cash to GDP. In 1997 and 1996, GDP
contributed $1.5 million and $200,000 of cash, respectively, to the Joint
Venture and agreed to allow the use of such trademarks, tradenames and logos as
the venturers shall determine to be necessary and advisable for manufacturing
and marketing the Sepra Products within the United States and Canada.

Genzyme funded the operating losses of the Joint Venture in 1998, 1997 and 1996.

In 1998 and 1997, Genzyme converted its receivables from the Joint Venture of
$3.1 million and $2.3 million, respectively, to capital.

                                       7