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                                                                    Exhibit 10.6



1. ADOPTED BY BOARD OF DIRECTORS ON FEBRUARY 14, 2002.

2. APPROVED BY THE STOCKHOLDERS ON MAY 22, 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 Five Hundred Thousand (2,500,000)
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



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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
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.


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         (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 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


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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 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


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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 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


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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


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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 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.


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         "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 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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