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Genzyme Corp – ‘10-K/A’ for 12/31/10

On:  Thursday, 3/24/11, at 4:24pm ET   ·   For:  12/31/10   ·   Accession #:  950123-11-28661   ·   File #:  0-14680

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Amendment to Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K/A      Amendment to Annual Report                          HTML    414K 
 2: EX-31.3     Certification -- Sarbanes-Oxley Act - Sect. 302     HTML      6K 
 3: EX-31.4     Certification -- Sarbanes-Oxley Act - Sect. 302     HTML      7K 


10-K/A   —   Amendment to Annual Report
Document Table of Contents

Page (sequential)   (alphabetic) Top
 
11st Page  –  Filing Submission
"Table of Contents
"Part Iii
"Item 10. Directors, Executive Officers And Corporate Governance
"Item 11. Executive Compensation
"Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
"Item 13. Certain Relationships and Related Transactions, and Director Independence
"Item 14. Principal Accounting Fees and Services
"Part Iv
"Item 15. Exhibits and Financial Statement Schedules
"15(a)(1) Financial Statements
"15(b) Exhibits
"Signatures

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Table of Contents

 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K/A
Amendment No. 1
(Mark One)
     
þ   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2010
or
     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from           to
Commission file number 0-14680
 
GENZYME CORPORATION
(Exact name of registrant as specified in its charter)
 C:  C:  C:  C: 
     
Massachusetts
(State or other jurisdiction of
incorporation or organization)
  06-1047163
(I.R.S. Employer
Identification No.)
     
500 Kendall Street
Cambridge, Massachusetts

(Address of principal executive offices)
  02142
(Zip Code)
(617) 252-7500
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
     
Title of Each Class   Name of Each Exchange on Which Registered
Genzyme Common Stock, $0.01 par value   The Nasdaq Global Select Market
(“Genzyme Stock”)    
Securities registered pursuant to Section 12(g) of the Act:
None
     Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o
     Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ
     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o
     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ
     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
             
Large accelerated filer þ
  Accelerated filer o   Non-accelerated filer o   Smaller reporting company o
    (Do not check if a smaller reporting company)
     Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes o No þ
     Aggregate market value of voting stock held by non-affiliates of the Registrant as of June 30, 2010: $12,259,385,395.
     Number of shares of Genzyme Stock outstanding as of March 18, 2011: 263,669,254.
DOCUMENTS INCORPORATED BY REFERENCE
     None.
 
 

 



Table of Contents

EXPLANATORY NOTE
     This Amendment No. 1 amends our Annual Report on Form 10-K for the fiscal year ended December 31, 2010, which we filed with the Securities and Exchange Commission, or SEC, on March 1, 2011, which we refer to as the Original Filing. This Amendment is being filed solely for the purpose of including the information required in Part III (Items 10, 11, 12, 13 and 14) that was omitted from the Original Filing.
     In addition to amending Items 10 through 14 of Part III to provide the omitted information, this Amendment amends Item 15 of Part IV to include new certifications being provided with this Amendment pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and amends the cover page to update the number of shares of Genzyme Stock outstanding and to remove the statement that information is being incorporated by reference from our definitive proxy statement.
     Except as expressly set forth herein, this Amendment does not reflect events occurring after the date of the Original Filing and does not modify or update disclosures contained in the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing and with our filings with the SEC made subsequent to the Original Filing.

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TABLE OF CONTENTS
         
    Page  
PART III
    4  
    10  
    33  
    36  
    37  
PART IV
    38  
    38  
    38  
    44  
 EX-31.3
 EX-31.4

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PART III
Item 10.   DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
CURRENT DIRECTORS
     Biographical information about our current directors, including their qualifications and experience, is provided below.
                 
Name   Age   Principal Occupation   Director Since
Douglas Berthiaume   62  
President, Chief Executive Officer and Chairman of the Board of Waters Corporation
    1988  
Robert Bertolini   49  
Retired Schering-Plough Corp. executive
    2009  
Gail Boudreaux   50  
Executive Vice President of United Health Group Incorporated
    2004  
Steven Burakoff   68  
Professor at Mount Sinai School of Medicine
    2010  
Robert Carpenter   65  
President of Boston Medical Investors, Inc.
    1994  
Charles L. Cooney   66  
Professor at Massachusetts Institute of Technology
    1983  
Victor Dzau   65  
President and Chief Executive Officer of Duke University Health System
    2000  
Eric J. Ende   42  
Managing Director of Silverback Group and President of Ende Consulting Group
    2010  
Dennis M. Fenton   59  
Former Amgen, Inc. executive
    2010  
Connie Mack III   70  
Consulting Partner at Liberty Partners
    2001  
Richard F. Syron   67  
Professor at Boston College
    2006  
Henri Termeer   65  
President and Chief Executive Officer of Genzyme
    1983  
Ralph Whitworth   55  
Principal of Relational Investors LLC
    2010  
     The following paragraphs provide information about each director, including all positions he or she holds, his or her principal occupation and business experience for the past five years, and the names of other publicly-held companies of which he or she currently serves as a director or has served as a director during the past five years. We believe that all of our directors display personal and professional integrity; satisfactory levels of education and/or business experience; broad-based business acumen; an appropriate level of understanding of our business and its industry and other industries relevant to our business; the ability and willingness to devote adequate time to the work of the Board and its committees; a fit of skills and personality with those of our other directors that helps build a board that is effective, collegial and responsive to the needs of our company; strategic thinking and a willingness to share ideas; a diversity of experiences, expertise and background; and the ability to represent the interests of all of our shareholders.
     Douglas A. Berthiaume has served as Chairman of the Board of Waters Corporation, a manufacturer of high performance liquid chromatography, mass spectrometry, thermal analysis and rheology products and services, since February 1996, and as its President and Chief Executive Officer since August 1994. From 1990 to 1994, Mr. Berthiaume served as President of the Waters Chromatography Division of Millipore Corporation, the predecessor business of Waters Corporation. He is Chairman of the Children’s Hospital (Boston) Trust Board, a member of the Children’s Hospital board of trustees and a trustee of the University of Massachusetts Amherst Foundation.

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     Robert J. Bertolini retired from Schering-Plough Corp. following its merger with Merck & Co. in November 2009. From November 2003 until November 2009, he served as Executive Vice President and Chief Financial Officer at Schering-Plough, with responsibility for tax, accounting and financial asset management. He worked with the chief executive officer in all aspects of transforming the company’s operations, building strong finance and information technology functions and leading business development and strategy. Having joined Schering-Plough at a time when it was facing challenges across several areas, Mr. Bertolini was part of the team that turned Schering- Plough around and drove strategic decisions. Prior to joining Schering-Plough, Mr. Bertolini spent 20 years at public accounting firm PricewaterhouseCoopers, ultimately leading its global pharmaceutical industry practice.
     Gail K. Boudreaux has served since May 2008 as an Executive Vice President of United Health Group Incorporated, a diversified health and well-being company that offers a broad spectrum of products and services designed to improve healthcare, and as President of its United Healthcare business. United Healthcare serves nearly 25 million consumers and manages health benefits for individuals, public sector employers and businesses of all sizes. From December 2005 to April 2008, Ms. Boudreaux was Executive Vice President for external operations at Health Care Service Corporation, or HCSC, the country’s largest non-investor-owned health insurance company. From September 2002 to December 2005, Ms. Boudreaux served as President of Blue Cross and Blue Shield of Illinois, a division of HCSC and the oldest and largest health insurance company in Illinois. Prior to joining HCSC, Ms. Boudreaux held positions of increasing responsibility during 20 years at Aetna, Inc., a provider of health, dental, group, life, disability and long-term care insurance benefits. She serves on the board of directors of America’s Health Insurance Plans, the health insurance industry’s trade association.
     Steven J. Burakoff, M.D., is Professor of Medicine, Hematology and Medical Oncology at the Mount Sinai School of Medicine and Director of the Tisch Cancer Institute at the Mount Sinai Medical Center, since 2007. Prior to his appointment at Mount Sinai, Dr. Burakoff was the Laura and Isaac Perlmutter Professor, New York University School of Medicine; Director, New York University Cancer Institute; and Director, Skirball Institute of Biomolecular Medicine, New York University School of Medicine, from 2000 to 2007. Previously, Dr. Burakoff was Chair of Pediatric Oncology at the Dana-Farber Cancer Institute and the Margaret M. Dyson Professor of Pediatrics at the Harvard Medical School. From 2008 to 2010, Dr. Burakoff has served as a director of Ligand Pharmaceuticals Incorporated, a publicly traded biotechnology company. Dr. Burakoff served as a director of Pharmacopeia, a publicly traded biopharmaceutical company, from 2005 to 2008, when Pharmacopeia was acquired by Ligand.
     Robert J. Carpenter is President of Boston Medical Investors, Inc., a privately-held company he formed in 1994 that invests in early stage health care companies. From January 2002 to August 2007, Mr. Carpenter was Chairman of the Board of Peptimmune Inc., a privately-held company that develops immunotherapies for treating auto-immune diseases. He also served as President of Peptimmune from January 2002 until November 2004. From November 1991 until it merged with us in December 2000, Mr. Carpenter was Chairman of GelTex Pharmaceuticals Inc., which he co-founded in 1991 and where he served as President and CEO until May 1993. He also co-founded VacTex Inc., and served as its President and CEO from November 1995 until its acquisition by Aquila Biopharmaceuticals, Inc. in April 1998. Mr. Carpenter was Chairman of the Board, President, and CEO of Integrated Genetics, Inc., a biotechnology company that merged with us in 1989. Following the merger and until 1991, he was our Executive Vice President, and CEO and Chairman of the Board of IG Laboratories, Inc., an affiliated company which merged with us in September 1995. Mr. Carpenter is Chairman of Hydra Biosciences, Inc., which develops drugs based on recently discovered ion channels.
     Charles L. Cooney, Ph.D. is the Robert T. Haslam (1911) Professor of Chemical and Biochemical Engineering and Faculty Director, Deshpande Center for Technological Innovation at Massachusetts Institute of Technology. Dr. Cooney joined the MIT faculty as an Assistant Professor in 1970 and became a Professor in 1982. Dr. Cooney is a director of Polypore International, Inc., a global high technology manufacturer of specialized polymer-based membranes used in separation and filtration processes, and a director of India-based Biocon Limited, a biotechnology healthcare company with strategic focus on biopharmaceuticals and research services. He is also a principal of BioInformation Associates, Inc., a consulting company.
     Victor J. Dzau, M.D., has served as the Chancellor for Health Affairs and President and Chief Executive Officer of Duke University Health System in Durham, North Carolina since September 2004. From July 1996 until September 2004, he was the Hersey Professor of the Theory and Practice of Medicine at the Harvard Medical

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School and Chairman of the Department of Medicine, Physician-in-Chief and Director of Research at Brigham and Women’s Hospital in Boston, Massachusetts. Prior to this, Dr. Dzau was the Arthur L. Bloomfield Professor and Chairman of the Department of Medicine at Stanford University. Dr. Dzau is a founding member of the Executive Committee of The Academy at Harvard Medical School. He has been elected to the Institute of Medicine, the National Academy of Science, and the European Academy of Science and Arts. Dr. Dzau was previously Chairman of the National Institutes of Health Cardiovascular Disease Advisory Committee and also sat on the advisory committee to the director of the NIH. Dr. Dzau sits on the board of directors of Pepsico, Inc., Alnylam Inc., Medtronic, Inc. and the Duke University Health System. From 1999-2006, he also served as a director of Corgentech, Inc.
     Eric J. Ende, M.D., is co-founder and Managing Director of Silverback Group, a private equity investment firm. Since 2009, Dr. Ende has served as President of Ende Consulting Group, which is focused on biotechnology industry consulting. From 2002 through 2008, Dr. Ende was the senior biotechnology analyst at Merrill Lynch. From 2000 to 2002, he was the senior biotechnology analyst at Banc of America Securities. From 1997 to 2000, he was a biotechnology analyst at Lehman Brothers. During Dr. Ende’s career as a biotechnology analyst, he was named to Institutional Investor’s All-America Equity Research Team six times as well as to The Greenwich Survey list of top analysts.
     Dennis M. Fenton, Ph.D, has served as a director of Xenoport, Inc., a biopharmaceutical company focused on natural drug delivery systems, since August 2009. From 1982 to 2008, Dr. Fenton held numerous positions, including executive roles in process development, manufacturing, sales and marketing and research and development at Amgen, Inc., a biotechnology company. From 2000 to 2008, Dr. Fenton was Executive Vice President responsible for worldwide operations, manufacturing, process development and quality. From 1995 to 2000, Dr. Fenton was Senior Vice President of operations, and from 1992 to 1995, Dr. Fenton was Senior Vice President of sales, marketing and process development for Amgen.
     Senator Connie Mack III has served since January 2010 as a government relations consulting partner at Liberty Partners in Washington D.C. From February 2005 through December 2009 he served as Senior Policy Advisor and Co-Chairman of the government relations practice group at King & Spalding LLP, a Washington D.C. law firm. From February 2001 until February 2005, he served as Senior Policy Advisor in the government relations practice at Shaw Pittman, a Washington, D.C. law firm. In addition, he served from November 2001 to November 2003 as a member of the NIH Advisory Committee to the Director. Senator Mack served as a United States Senator from the State of Florida from January 1989 until January 2001, and served in the House of Representatives from January 1983 to January 1989. Prior to his government service, he spent 16 years in commercial banking, including five years as president of the Florida National Bank of Lee County. Senator Mack was founding Chairman of the Board of The Cape Coral Hospital from 1975-1977, leading the creation of a 100-bed, non-profit community-based hospital. Senator Mack is Chairman Emeritus of the parent board of the H. Lee Moffitt Cancer Center and Research Institute, for which he served as Chairman for seven years. He is also a director of Mutual of America Life Insurance Co., Darden Restaurants and Moody’s Corp. From 2006-2008, Senator Mack also served as a director of Spirit Aerosystems, and from 2001 to 2010 he served as a director to EXACT Sciences Corporation.
     Richard F. Syron, Ph.D., is Adjunct Professor of Finance at Boston College. From January 2004 to September 8, 2008 he served as Chairman and Chief Executive Officer of Federal Home Loan Mortgage Corporation, commonly referred to as Freddie Mac, the second largest source of mortgage financing in the United States. On September 6, 2008, the board of directors of Freddie Mac adopted a resolution consenting to the appointment of the Federal Housing Finance Agency as conservator of Freddie Mac, which appointment was effected the same day. On September 8, 2008, Dr. Syron resigned as Chairman and Chief Executive Officer of Freddie Mac. From June 1999 to January 2000, Dr. Syron served as President and Chief Executive Officer of Thermo Electron Corporation, which designs and develops technology-based instruments and from January 2000 to December 2002 he served as Chairman of the Thermo Electron board, and from December 2002 until December 2003 as Executive Chairman of the Thermo Electron board. Prior to that, Dr. Syron served as Chief Executive Officer of the American Stock Exchange, the Federal Reserve Bank of Boston, and the Federal Home Loan Bank of Boston. He has also served as deputy assistant secretary of the United States Treasury, principal assistant to former Federal Reserve chairman Paul A. Volcker, and has held several economic, research, policy and managerial positions in state and national government. From 1996-2005, Dr. Syron served as a director of John Hancock Life

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Insurance Company and from 2002-2006 he served as a director of McKesson Corp. Dr. Syron is a Trustee of Boston College and of the Woods Hole Oceanographic Institute.
     Henri A. Termeer has served as our President and a Director since October 1983, as Chief Executive Officer since December 1985 and as Chairman of the Board since May 1988. Under his leadership, we have grown from a modest entrepreneurial venture to one of the world’s leading biotechnology companies. In 2008, he was appointed to Massachusetts Governor Deval Patrick’s Council of Economic Advisors, and he is a co-chair of the Leadership Council of the Massachusetts Life Sciences Collaborative. Mr. Termeer is also Chairman Emeritus of the New England Healthcare Institute, a nonprofit, applied research health policy organization he was instrumental in founding. He serves on the board of directors of the Pharmaceutical Research and Manufacturers of America. Mr. Termeer is Chairman of the Federal Reserve Bank of Boston’s board of directors, a board member of ABIOMED Inc., and a board member of Massachusetts Institute of Technology Corporation. He is a director of Massachusetts General Hospital, a board member of Partners HealthCare and a member of the Board of Fellows of Harvard Medical School.
     Ralph V. Whitworth is a Founder, Principal, and Investment Committee member of Relational Investors LLC, an investment fund specializing in strategic block investments. Mr. Whitworth founded the fund in 1996. From 1988 to 1996, Mr. Whitworth served as President of Whitworth and Associates, a firm that advised major corporations and investors on investments, acquisitions, and corporate governance matters. He was also President of Development at United Thermal Corporation from 1989 to 1992. Mr. Whitworth held the pro bono position of President of the United Shareholders Association from 1986 to 1994, and while doing so, authored the petition for rulemaking that in 1992 culminated in a major overhaul of the SEC’s shareholder communication and compensation disclosure rules. From 1985 to 1988, Mr. Whitworth served as Assistant to the General Partner at Mesa Limited Partnership, the nation’s largest independent oil and gas exploration company at that time. In addition, Mr. Whitworth served on the U.S. Senate Judiciary Committee staff of Senator Paul Laxalt from 1981 to 1984. Mr. Whitworth is the former Chairman of the Board of Apria Healthcare Group Inc. (1998-2005), former Chairman of the Board of Waste Management, Inc (1999; director 1998-2004), and a former director of Sovereign Bancorp, Inc. (2006-2009), Sprint Nextel Corporation (2008), Mattel, Inc. (2000-2003), Tektronix, Inc. (1999-2002), Sirius Satellite Radio, Inc. (1994-2001), Wilshire Technologies, Inc. (1997-1999), and United Thermal Corporation (1989-1993). Mr. Whitworth is also a member of Titan Investment Partners, LLC, an investment fund that focuses on emerging companies. Mr. Whitworth also serves on the Advisory Council of the Public Company Accounting Oversight Board.

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EXECUTIVE OFFICERS
     Biographical information about our executive officers, including their experience and positions with us, is provided below.
         
Name   Age   Title
Henri A. Termeer   64  
Chairman of the Board of Directors; President and Chief Executive Officer
Scott Canute   49  
Executive Vice President; President, Global Manufacturing and Corporate Operations
Zoltan A. Csimma   69  
Senior Vice President; Chief Human Resources Officer
Thomas J. DesRosier   56  
Senior Vice President; General Counsel; Chief Legal Officer
James A. Geraghty   56  
Senior Vice President
David P. Meeker, M.D.   56  
Chief Operating Officer
Richard A. Moscicki, M.D.   58  
Senior Vice President, Clinical Development and Medical Affairs; Chief Medical Officer
Alan E. Smith, Ph.D.   65  
Senior Vice President, Research; Chief Scientific Officer
Sandford D. Smith   63  
Executive Vice President; President, International Group
Peter Wirth   60  
Executive Vice President, Legal and Corporate Development; Secretary
Michael S. Wyzga   55  
Executive Vice President, Finance; Chief Financial Officer
     Mr. Termeer has served as our President and a Director since October 1983, as Chief Executive Officer since December 1985 and as Chairman of the Board since May 1988. Under his leadership, we have grown from a modest entrepreneurial venture to one of the world’s leading biotechnology companies. In 2008, he was appointed to Massachusetts Governor Deval Patrick’s Council of Economic Advisors, and he is a co-chair of the Leadership Council of the Massachusetts Life Sciences Collaborative. Mr. Termeer is also Chairman Emeritus of the New England Healthcare Institute, a nonprofit, applied research health policy organization he was instrumental in founding. He serves on the board of directors of the Pharmaceutical Research and Manufacturers of America. Mr. Termeer is Chairman of the Federal Reserve Bank of Boston’s board of directors, a board member of ABIOMED Inc., and a board member of Massachusetts Institute of Technology Corporation. He is a director of Massachusetts General Hospital, a board member of Partners HealthCare and a member of the Board of Fellows of Harvard Medical School.
     Mr. Canute joined us as Executive Vice President and President of Global Manufacturing and Corporate Operations in March 2010. Prior to joining Genzyme, he held several manufacturing positions at Eli Lilly & Company from 1982 to 2007, including most recently President of Global Manufacturing Operations from 2004 to 2007. While at Eli Lilly, Mr. Canute also served as Vice President of Global Manufacturing from 2001 to 2004, Vice President of Global Pharmaceutical Manufacturing from 1999 to 2001 and General Manager of European Manufacturing Operations from 1998 to 1999.
     Mr. Csimma has held the title Senior Vice President and Chief Human Resources Officer since March 2006. He joined us in July 2000 as Senior Vice President, Human Resources. Prior to joining Genzyme, he served as Vice President, Human Resources of Wyeth Ayerst Research, a pharmaceutical research organization, from August 1998 to July 2000. During that time, Mr. Csimma also served as Site Head, Genetics Institute, for Wyeth Ayerst. From May 1988 to August 1998, he served as Vice President, Human Resources and Operations of Genetics Institute, Inc., a biotechnology company, which was integrated into Wyeth Ayerst in March 1998.

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     Mr. DesRosier has served as Senior Vice President and General Counsel since October 2000 and as Chief Legal Officer since May 2008. Mr. DesRosier joined Genzyme in 1999 as Senior Vice President and Chief Intellectual Property Counsel. Before he joined Genzyme, Mr. DesRosier was assistant general counsel for patents at American Home Products Corp. Mr. DesRosier has also served as Vice President and Chief Patent Counsel for Genetics Institute Inc. and held several intellectual property positions at E.I. DuPont de Nemours and Company and New England Nuclear Corp.
     Mr. Geraghty has served as a Senior Vice President of Genzyme since May 2003 and, prior to that, as Vice President since May 2001. He was President of Genzyme Europe from 1998 to 2002 and served as General Manager of Genzyme’s cardiovascular business from 2004 to 2008. He currently oversees Genzyme’s ongoing strategic review processes for non-core assets and related transactions, as well as strategic initiatives in emerging markets and global health. He serves as a Director of GTC Biotherapeutics (formerly Genzyme Transgenics Corporation) where he was Chairman from 1998 to 2001, and President and Chief Executive Officer from its founding in 1993 until 1997. Prior to joining Genzyme, Mr. Geraghty was Vice President of Marketing and Strategic Planning for Baxter/Caremark International. He has also worked as a consultant on international health care strategy at Bain and Company.
     Dr. Meeker has served as Executive Vice President since May 2008 and as Chief Operating Officer since April 2010, with responsibility for our Personalized Genetic Health and Biosurgery businesses and our corporate manufacturing operations. From May 2008 until March 2009, he had responsibility for our transplant business. From March 2003 until May 2008, he served as Senior Vice President and President, LSD Therapeutics. Dr. Meeker joined Genzyme in 1994 and served as Vice President, Medical Affairs from October 1996 until June 1998; as Senior Vice President Medical Affairs from June 1998 through May 2000; and as Senior Vice President Genzyme Europe from May 2000 until March 2003. Prior to joining Genzyme, Dr. Meeker was director of the Pulmonary Critical Care Fellowship at the Cleveland Clinic. He was also an assistant professor of medicine at Ohio State University.
     Dr. Moscicki became Senior Vice President for Clinical Development and Medical Affairs in June 2010. From May 2008 to May 2010 he served as Senior Vice President, Biomedical & Regulatory Affairs and he has also served as Chief Medical Officer since September 1996. From September 1996 until May 2008, he served as Senior Vice President, Clinical, Medical and Regulatory Affairs. Dr. Moscicki joined us in March 1992 as Medical Director, became Vice President, Medical Affairs in early 1993 and served as Vice President, Clinical, Medical and Regulatory Affairs from December 1993 until September 1996. Since 1979, he has also been a physician staff member at the Massachusetts General Hospital and a faculty member at the Harvard Medical School.
     Dr. Alan Smith joined us in August 1989 as Senior Vice President, Research, and became Chief Scientific Officer in September 1996. Prior to joining Genzyme, he served as Vice President — Scientific Director of Integrated Genetics, Inc., from November 1984 until its acquisition by us in August 1989. From October 1980 to October 1984, Dr. Smith was head of the Biochemistry Division of the National Institute for Medical Research, Mill Hill, London, England and from 1972 to October 1980, he was a member of the scientific staff at the Imperial Cancer Research Fund in London, England.
     Mr. Sandford Smith has held the title of Executive Vice President since June 2006, Senior Vice President since January 2003 and President of our International Group since January 2000, with responsibility for the commercial activities for our products outside of the United States. He joined us in April 1996 and served as Vice President and General Manager of our International Group and President of our Therapeutics business. Prior to joining Genzyme, Mr. Smith served as President and Chief Executive Officer of Repligen Corporation. Before joining Repligen Corporation, Mr. Smith also served as Vice President of Business Development and Strategic Planning for the Pharmaceutical Group of Bristol-Myers Squibb Company.
     Mr. Wirth joined us in January 1996 and has served as Executive Vice President since September 1996 with responsibility for our corporate development and legal activities. From September 1996 until May 2008, he also served as our Chief Legal Officer. From 2001 through October 2005, Mr. Wirth had responsibility for our drug discovery and development business. In addition, from September 1996 until June 2003, Mr. Wirth was responsible for our Oncology business. Prior to joining Genzyme, Mr. Wirth was a partner at Palmer and Dodge, a Boston law firm, where he was head of the firm’s technology group.

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     Mr. Wyzga has served as Executive Vice President, Finance since May 2003 and as Chief Financial Officer since July 1999. He joined us in February 1998 as Vice President and Corporate Controller and served as Senior Vice President, Corporate Controller from January 1999 until July 1999. He served as Senior Vice President, Finance from July 1999 until May 2003 and as Chief Accounting Officer from January 1999 until November 2008. From February 1997 to February 1998, Mr. Wyzga served as Chief Financial Officer of Sovereign Hill Software, Inc., a software company, and from 1991 to 1997 held various senior management positions with CACHELINK Corporation and Lotus Development Corporation. Prior to November 11, 2009, Mr. Wyzga was also a director of Altus Pharmaceuticals Inc., a developer of protein therapeutics that, on that date, filed a voluntary petition for relief under Chapter 7 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Massachusetts.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
     Our executive officers and directors are required under Section 16(a) of the Securities Exchange Act of 1934 to file reports of ownership and changes in ownership of our securities with the SEC. Our staff assists our executive officers and directors in preparing ownership reports and reporting ownership changes, and typically files these reports on their behalf. Based on a review of the copies of reports filed by us and written representations that no other reports were required, we believe that during 2010 our executive officers and directors complied with all Section 16(a) filing requirements, except: a Form 4 was not timely filed for Mr. Jason Amello to reflect the sale of 595 shares on July 23, 2010 and 1,042 shares on July 26, 2010, which transactions were reported on Form 5 on February 10, 2011.
CODE OF CONDUCT
     We have adopted a Code of Conduct, which applies to our directors and all of our employees, including our principal executive officer, principal financial officer, principal accounting officer and controller. A copy of our Code of Conduct is posted on our website at www.genzyme.com in the Investors section under “Corporate Governance.” We intend to make all required disclosures concerning amendments to, or waivers of, any provision of the Code of Conduct in the Corporate Governance section on our website.
AUDIT COMMITTEE
     We have a separately designated standing audit committee established by the Board for the purpose of overseeing our accounting and financial reporting processes and audits of our financial statements. The audit committee held 11 meetings in 2010. Members of the committee are Mr. Bertolini (chairman), Ms. Boudreaux, Senator Mack and Drs. Ende, Fenton and Syron each of whom is independent as defined by the applicable NASDAQ listing standards. Mr. Bertolini was appointed to the committee in January 2010 and Drs. Ende and Fenton were appointed in June 2010. Until Mr. Bertolini’s appointment, Mr. Berthiaume served as chairman of the committee. The Board has identified Mr. Bertolini and Dr. Syron as our audit committee financial experts. The committee evaluates and selects our independent auditors, reviews our audited financial statements and discusses the adequacy of our internal controls with management and the outside auditors. The committee also supervises the relationship between Genzyme and its outside auditors, reviews the scope of both audit and non-audit services and related fees, and determines the independence of the outside auditors.
Item 11.   EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
     During 2010 and as of the date of this Amendment No. 1 to Annual Report on Form 10-K, none of the members of our compensation committee was or is an officer or employer of the Company, and none of our executive officers served or serves on the compensation committee or board of any company that employed or employs any member that employed or employs any member of our compensation committee or board of directors.
COMPENSATION COMMITTEE REPORT
     In fulfilling our role to discharge the board’s responsibilities relating to the total remuneration of the company’s senior executives and the company’s benefit and equity plans, we have reviewed and discussed with management

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the Compensation Discussion and Analysis found below. Based on the foregoing review and discussions, we recommended to the board that the Compensation Discussion and Analysis be included in the company’s 2010 Annual Report on Form 10-K for filing with the SEC.
By the Compensation Committee,
Charles L. Cooney, Chairman
Douglas A. Berthiaume
Steven J. Burakoff
Robert J. Carpenter
Victor J. Dzau
Ralph V. Whitworth
COMPENSATION DISCUSSION AND ANALYSIS
     In considering our executive compensation policies and practices, we have an obligation to balance our interest in conserving cash and minimizing shareholder dilution, with our interest in using compensation to attract, retain and motivate employees. In reconciling these competing concerns, we strive to act in the long-term best interests of the company and our shareholders. The compensation committee works directly with independent compensation consultants, and also may consult with academics and other experts from time to time to support the board’s commitment to be knowledgeable and current regarding executive compensation trends and best practices. The committee has hosted special meetings with the full board to educate board members on key issues in the business environment and the role those issues play in executive compensation. In 2009, the committee undertook a complete review of our executive compensation program, and implemented specific changes which are outlined under the heading “— Changes to 2010 Compensation Program” below. The review included design recommendations from the committee’s compensation consultant, members of senior management as well as information and feedback from investors. As part of the process, the committee also received general information and feedback from additional independent individuals with compensation expertise (Charles Tharp of the Center on Executive Compensation and Frederic Cook of Frederic W. Cook & Co., Inc.) and hosted a joint meeting with the nominating and corporate governance committee in August 2009 to review compensation trends and practices.
     Review of 2010. Our results for 2010 reflect increasing supplies of Cerezyme and Fabrazyme, revenue growth across all other major product lines, and reductions in operation expenses. For 2010, we reported GAAP revenue of $4.05 billion compared with $3.98 billion in 2009. GAAP net income in 2010 was $422.1 million, or $1.57 per diluted share, compared with $422.3 million, or $1.54 per diluted share, in 2009. Sales of Cerezyme were $719.6 million compared with $793.0 million in 2009. Sales of Fabrazyme were $188.2 million compared with $429.7 million in 2009. Cerezyme supply increased throughout 2010, with currently treated patients returning to full dosing by the end of the year. Fabrazyme supply improved and allocations increased 82 percent from the third quarter to the fourth. In May 2010, we entered into a consent decree with the Food and Drug Administration, or the FDA, relating to our Allston facility. Pursuant to the consent decree, we paid $175.0 million to the FDA as disgorgement of past profits, are required to cease fill-finish operations at the facility for all products, and are required to implement a plan to bring our Allston facility operations into compliance with applicable laws and regulations. In addition to the costs associated with compliance with the consent decree, we incurred increased manufacturing costs in connection with the consent decree, including consultant fees and costs of implementing compliance measures.
     In 2010, we implemented our plan to increase shareholder value by focusing on our core businesses, capitalizing on near-term growth drivers, balancing revenue and earnings growth with cash flow return on investment, improving our operating margins by reducing costs and improving operational efficiencies across the company and optimizing our capital structure. Our results for 2010 reflected the progress we made in implementing our value improvement program, including:
    The sale of our genetic testing, diagnostic products and pharmaceutical intermediates businesses. In November 2010, we completed the sale of the genetics testing business for net cash proceeds of $915.9 million, and in December 2010, agreed to sell our diagnostics products business for $265.0 million in cash,

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      which transaction closed in January 2011. The sale of our pharmaceutical intermediates business was completed in February 2011.
    Implementing a program to reduce costs and increase operational efficiencies, primarily through procurement improvements, spending reductions and workforce reductions, which resulted in savings of approximately $26 million in the fourth quarter of 2010, and is expected to result in approximately $275 million in savings in 2011.
    The repurchase of $1.0 billion of common stock, 15.6 million shares of which were repurchased in June and 121,344 additional shares were repurchased in October 2010. The repurchases were funded almost entirely by the proceeds from our sale of $1.0 billion in notes in June 2010, consisting of $500.0 million of 3.625% senior notes due 2015, and $500.0 million of 5.0% senior notes due 2020.
     Our financial and stock performance in 2010 directly impacted our named executive officers’ compensation. Our 2010 annual incentive program for our named executive officers includes four components: individual performance, corporate revenue, cash flow return on invested capital, and identified key business objectives. We did not meet the revenue and cash flow return on investment targets under our 2010 annual incentive program and, accordingly, no payouts were made to our named executive officers with respect to these components of this program. The committee reviewed the three key business objectives for 2010, which were:
    to materially recover from the manufacturing issues that affected our Personalized Genetic Health business and implement measures for sustaining operations for this business;
    advance our product pipeline; and
    renew the organization through new hires for certain senior positions and progressing our business excellence initiatives.
     The committee discussed the progress the company made in addressing each of these objectives and approved a payout of 95% to each of the named executive officers for the key business objectives component. The committee approved payment of the individual performance component ranging from 80% — 120%.
     Changes to 2010 Compensation Program. In 2009, the compensation committee undertook a comprehensive review of our executive compensation program with the objective of identifying and implementing changes to ensure that our incentives reflected an appropriate balance with company performance and did not incent business practices that were reasonably likely to have a material adverse effect on the company. The committee considered input from Towers Watson, senior management, investors and others. The committee asked Towers Watson to prepare a competitive analysis and make design recommendations. Towers Watson reviewed with the committee the compensation programs of our peer group looking specifically at:
    components of compensation;
    performance/payout ranges;
    financial metrics; and
    performance measurement.
     At the committee’s request, we also formed a senior management committee that included our chief financial officer, executive vice president for corporate development, chief human resources officer and senior vice president of compensation and benefits to develop compensation design alternatives, identify appropriate company performance metrics, and make recommendations to the compensation committee for our 2010 annual and long-term incentive programs. The compensation committee asked Towers Watson to evaluate the senior management committee recommendations and information provided by others and to present their independent assessment to the committee. After evaluating Towers Watson’s findings, the compensation committee decided to implement certain changes to our executive compensation program in 2010 that sought to:
    align incentive compensation with a broader set of measures of company performance that we believed appropriately reflected the factors most important to the creation of shareholder value: revenue growth, capital efficiency/profitability, and key business objectives; and
    provide greater transparency to our shareholders regarding executive compensation decisions.

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     The details of these changes are discussed under the headings “— Annual Incentive Program” and “— Long-Term Incentive Program” below.
     Objectives and Overview of Executive Compensation. We pay our executives using three components: base salary, annual incentive cash awards and long-term incentive awards. We have avoided other long-term obligations such as defined benefit programs, supplemental employee retirement plans, nonqualified deferred compensation plans and retiree health benefits.
     Our perspective is long-term and our goal is to create sustained shareholder value. We operate in a complex, dynamic environment and it often takes years to achieve our goals. For example, developing a therapeutic product from concept to market can take in excess of 10 years, and many product candidates never make it to market. Acquisitions, whether of products, companies or intellectual property rights, are opportunistic in nature and need to balance short-term financial objectives with long-term opportunities to earn risk-adjusted returns in excess of our cost of capital. Building an infrastructure to accommodate future products and growth requires early investment with no guarantee of return. Our compensation program balances these growth and return on capital objectives and reflects the long product development business cycle in the healthcare industry. This approach aligns our compensation decisions with our shareholders’ interests in our achievement of sustainable business objectives and corporate performance goals.
     We also maintain a philosophy of inclusiveness by expanding our long-term equity program to include all of our employees, to encourage them to become stakeholders and invest in achieving success for the company, which helps align employee interests with our shareholders’ interests.
     Process and Philosophy for Setting Executive Compensation. We look to our named executive officer group to focus on building and creating the future of the company and expect them to make strategic decisions that move the company forward. We apply deliberate, thoughtful processes throughout the year in a continuing assessment of company and individual executive performance to guide the committee in making compensation decisions. By making compensation decisions considering both competitive market practice and our unique organization and culture, we strive to create an appropriate compensation program for our executives while recognizing shareholder interests in limiting company expenditures.
     Our expectations for our chief executive officer and other executive officers are focused on a sustainable business strategy that includes:
    financial performance, with an emphasis on return on capital financial metrics;
    company growth and internal product development;
    strategic management of the complexities of a global business with a diverse and growing product portfolio and expanding the business into a number of new markets; and
    operational business management, including development of a diverse and complex global manufacturing infrastructure, investment in strong science and research capabilities, integration of acquisitions, and development of a strong executive management team.
     Risk Considerations. The compensation committee, with the assistance of its independent compensation consultant, also has considered whether our executive compensation program creates risks that are reasonably likely to have a material adverse effect on the company and concluded that it does not. In doing so, the committee considered the company’s strategic goals and operational practices and evaluated our incentive program design to assess whether these programs foster a business environment that might drive inappropriate decision-making or behavior. While a significant portion of our executives’ compensation is performance-based, we believe several features of our program mitigate inappropriate or excessive risk-taking that could harm shareholder value: we set performance goals that we believe are reasonable and set targets with payouts at multiple levels of performance, rather than an “all or nothing” approach; we cap payout levels under our new short- and long-term incentive plans, which is consistent with market prevalent practice and does not provide disproportionate leverage for achievement of short- or long-term results; we use a mix of performance goals in our new annual and long-term incentive programs to align incentive compensation with a broad set of measures important to the creation of shareholder value; the majority of compensation is provided in long-term awards that are intended to align executives’ interests with those of our shareholders; for our new long-term incentive program, we use both time vesting stock options and

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performance vesting restricted stock units that have staggered vesting schedules; and as described under the heading “— Process and Philosophy for Setting Executive Compensation,” the committee undertakes a continuing assessment of company and individual executive performance.
     Peer Group and Market Analysis. The compensation committee analyzes the compensation practices of a group of peer companies for comparison purposes and to gain an external perspective in preparation for setting executive salaries and short- and long-term incentive compensation. The committee looks at the data from our peer group to evaluate the appropriateness and competitiveness of our pay positioning, but does not target a certain level of compensation relative to the group. The committee reviews the compensation of our peer group regularly, which includes an analysis by Towers Watson of potential peer companies considering factors that include:
    revenue size and growth rate;
    research and development expense;
    number of employees;
    market capitalization;
    one- and three-year total shareholder return;
    net income;
    similarity of core businesses to ours;
    international presence; and
    labor market competition.
     Following the compensation committee’s review of the Towers Watson analysis and discussions with Towers Watson and senior management personnel, the committee decides which companies are the most appropriate for our peer group. For 2010, the compensation committee included three pharmaceutical companies and one medical instruments company. We note that these four companies are larger than us. We believe, however, that the inclusion of these four companies along with our traditional biotechnology peer companies is appropriate because these are the companies we consider to be our primary competitors for recruiting and retaining executive talent for similarly positioned executive positions. Our peer group for 2010 compensation analysis is comprised of ten companies: Allergan, Inc., Amgen Inc., Baxter International Inc., Biogen Idec, Inc., Bristol-Myers Squibb Company, Celgene Corp., Cephalon, Inc., Eli Lilly and Company, Gilead Sciences, Inc., and Medtronic, Inc.
     In addition to peer group analysis, each year the compensation committee considers published survey data for biotechnology, pharmaceutical and general industry companies to ensure that our executive positions are paid appropriately relative to the broader market. These surveys help the committee to match our incumbent executives to comparable market positions, when data is available, by looking at scope of responsibilities for various positions as well as internal comparisons. Specifically, for each executive officer position, the committee reviews competitive levels of base salary, annual incentive awards and equity incentive grants to supplement the data gathered from our peer companies listed above.
     Annual Incentive Program. The compensation committee establishes annual cash incentive opportunities for our executive officers. The incentives include a corporate component, an individual component and for executive officers who have responsibility for a business division, a division component. The corporate component is intended to link compensation to the company’s performance relative to financial targets established by the committee. The individual component allows the committee to reward an executive officer based on an assessment of how well the officer performed his or her role during the applicable year.
     Our 2010 short-term incentive program was intended to:
    encourage behavior measured in the short-term that would contribute to growth and return on capital objectives over the following three to five years, focusing on both short-term financial metrics and key business objectives;
    create incentives for building sustainable growth and return on capital without inappropriate risk taking;
    utilize metrics that would be transparent to both shareholders and participants; and
    align performance and payment ranges with competitive positioning.

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     The metrics used for the corporate component of the 2010 annual incentive program and the relative weighting of corporate and individual performance were:
    corporate revenue;
    cash flow return on invested capital; and
    key business objectives:
  o   to materially recover from the manufacturing issues that affected our Genetic Diseases business and implement measures for sustaining operations for this business,
 
  o   advance our product pipeline, and
 
  o   renew the organization through new hires for certain senior positions and advance our “business excellence initiatives.”
     These metrics were chosen because we believed they provided a balance of short-term performance with strategic long-term focus on building shareholder value. Revenue continues to be a common measure used by many companies to align pay and performance. Cash flow return on invested capital provides balance as it encouraged our executives to concentrate on achieving profitable growth while paying appropriate attention to expense management and capital investment, important for both the short- and long-term. The business objectives were important for achieving long-term sustainable and profitable growth. For executive officers who have responsibilities for a business division, their goals were comprised of the corporate component plus a separate division component based on division operating income.
     For all executive officers, the relative weight assigned to individual performance was 20% and awards were expected to be based on the committee’s subjective review of an officer’s performance during the applicable year. For our executive officers who do not have a business division component, the corporate component was established at 80% of the bonus target and was comprised of the following:
    40% corporate revenue;
    20% cash flow return on invested capital; and
    20% key business objectives.
     For executive officers who had a division component, the corporate component was set at 65% of the total bonus target and the division component was set at 15% and is weighted as follows:
    35% corporate revenue;
    15% cash flow return on invested capitaI;
    15% key business objectives; and
    15% division operating income.
     The performance and payout ranges for our 2010 metrics were:
                 
    Performance range   Payout range
Revenue
    90% - 115 %     30% - 200 %
Cash flow return on invested capital
    90% - 115 %     50% - 200 %
Division operating income
  set on a division by division basis     50% - 180 %
     Cash flow return on invested capital wascalculated by dividing “adjusted cash profits” by the two-year average “adjusted invested capital.”
     Adjusted cash profits equals GAAP net income excluding (i) acquisition-related one time events (net of tax) and (ii) non-operating income or expense (net of tax), with the following added back: (a) R&D expense, (b) lease expense, (c) depreciation expense, (d) amortization expense (net of tax) and (e) investment income (net of tax).
     Adjusted invested capital equals total assets less (i) non-interest-bearing liabilities and (ii) non-operating items (such as deferred taxes), with the following added back: (a) capitalized R&D (net of amortization), (b) capitalized operating leases, (c) accumulated depreciation and (d) accumulated intangible amortization.

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     Long-Term Incentive Program. From 2007 through 2009, our long-term incentive program for executive officers was comprised of equity awards in the form of time vesting stock options and time vesting restricted stock units, or RSUs. Beginning in 2010, our long-term incentive program for executive officers includes a combination of (i) performance vesting awards, tied to the achievement of pre-established performance goals over a three-year performance period, and (ii) time vesting stock options. Approximately half the grant is made in time vesting stock options with the remainder in performance vesting RSUs. The number of RSUs is determined by applying a 3:1 ratio such that one RSU is awarded for every three stock options.
     For the 2010-2012 performance period, the performance metrics are:
    relative total shareholder return, or TSR, measured against the performance of a subset of biotechnology peer companies (currently 28 companies) in the S&P 500 Health Care Index; and
    cash flow return on invested capital.
     Each Metric is Weighted Equally. For both metrics, performance between the threshold level and the target level will be awarded in performance vesting RSUs. The RSUs will be paid out in shares of our stock at the end of the three-year period if performance between the threshold level and target level is achieved. If performance above the target level is achieved, the portion of the award above the target level will be paid out in cash up to a predetermined maximum cash award. Since it is possible that performance-based RSUs may not pay out at all, it is completely “at risk” compensation.
     In January 2010, the compensation committee approved a range for the three-year cash flow return on invested capital metric of 85% to 115%. For performance between 85% and 100% of the cash flow return on invested capital target, the payout range is 50% to 100% of the senior executive’s target RSU award. Performance between 101% and 115% of the cash flow return on invested capital target will result in a cash payment that will be awarded based on performance achieved between target and maximum levels, up to a predetermined maximum. The committee also approved the following performance levels for relative TSR:
         
Performance Level   Percentile Rank
Threshold
  40th
Target
  65th
Maximum
  75th
     For performance between the relative TSR threshold and target levels, the payout range is 35% to 100% of the senior executive’s target RSU award. Relative TSR performance between the target and maximum levels will result in a cash payment that will be awarded based on performance achieved between target and maximum levels, up to a predetermined maximum.
     If a participating senior executive’s employment is terminated before the end of the performance period because of death, disability or retirement, payment of the performance vesting award will be pro-rated to the date of termination based upon the company’s actual achievement of performance levels at the end of the performance period. Pursuant to the terms of the RSU awards, upon a change in control, payment of a performance vesting award will be paid out at the target performance level and pro-rated to the date of the change of control. Notwithstanding the foregoing, in accordance with the terms of the Agreement and Plan of Merger, dated as of February 16, 2011, by and among the company, Sanofi-Aventis, or Sanofi, and GC Merger Corp., each RSU (including any RSUs which vest based on the achievement of performance conditions) that is outstanding immediately prior to the consummation of the tender offer, or the Tender Offer, by GC Merger Corp. will vest in full, if unvested, and the shares of common stock issued thereunder will be cancelled and converted upon the consummation of the tender offer into the right to receive the same consideration being paid by GC Merger Corp. for the shares of company common stock, tendered in the Tender Offer.
     Without sustained growth and positive stock price performance, our executives carry the risk that they will not be able to realize gains from the stock option component of their equity-based awards. Since it is possible that performance-based RSUs may not pay out at all, it is completely “at risk” compensation. The compensation committee does not consider realized gains from prior stock option or RSU awards in its compensation decisions for either cash or equity, as such awards recognize past achievement. While we encourage share ownership through this

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program, we do not have a formal share ownership policy. In addition, we do not have a specific policy regarding hedging the economic risk of share ownership, but advise our executive officers about the potential for violations under the short-sale rules of the Exchange Act.
     Mr. Termeer’s 2010 Compensation. At its meeting in December 2009, the compensation committee set base salary and target incentive cash compensation levels for 2010 for Mr. Termeer, our president and chief executive officer. In setting compensation for Mr. Termeer, the committee considered cash compensation levels of CEOs in our peer group, survey data provided by Towers Watson, and the company’s performance over the past year. The committee also considered secondary factors, including our financial performance prior to 2010 and Mr. Termeer’s cash and equity compensation during the past 10 years. In addition, citing the company’s business challenges and the results for 2009, Mr. Termeer requested that he not receive an increase in his base salary or cash incentive targets for 2010. After discussing this request, the committee determined not to increase base salary or cash incentive targets for Mr. Termeer for 2010.
     The compensation committee believes that an emphasis on cash incentive compensation tied to corporate performance is appropriate for a chief executive officer. The committee discussed the alignment of a pay-for-performance philosophy whereby total annual cash compensation is weighted more heavily toward pay considered to be “at risk”. Accordingly, Mr. Termeer’s level of short-term incentive compensation reflects our pay-for-performance philosophy under which his target annual incentive cash compensation makes up more than half of his potential total cash compensation. With no increase over 2009 cash compensation, the committee set Mr. Termeer’s base salary at $1,643,460 and his cash incentive target at $2,136,500. Of this amount, approximately 80%, or $1,709,200, was tied to corporate financial performance and 20%, or $427,300 was tied to Mr. Termeer’s individual performance. As described above under the heading “— Review of 2010,” we did not meet the corporate revenue and cash flow return on invested capital goals established under the 2010 annual incentive program. Accordingly, no amounts were payable to Mr. Termeer for those metrics. In February 2011, the committee awarded Mr. Termeer 120% of his individual performance target, citing specifically his leadership in the management of the process with investment bankers and other outside advisers, including the probing process; his successful negotiations with Sanofi; his successful communication and execution of the phase 3 alemtuzumab for the multiple sclerosis program; and his execution of the on-going manufacturing recovery. The committee also awarded Mr. Termeer 95% of his key business objectives target for a total combined annual incentive payout of $918,695. This represents a total of 43% of his combined target annual cash incentive for 2010.
     In February 2010, the compensation committee granted Mr. Termeer performance vesting RSUs and in June 2010, granted Mr. Termeer stock options to purchase shares of our common stock. The committee believes it is appropriate for equity awards to comprise a significant portion of Mr. Termeer’s total compensation. The committee referenced CEO equity data from the company’s peer group provided by Towers Watson to guide its decisions. The committee reviewed Mr. Termeer’s performance and the long-range performance and growth of the company, noting the key performance measures from 2009 considered in setting Mr. Termeer’s cash compensation discussed above. As a result of its analysis, the compensation committee decided to award the same number of stock options as he was awarded in 2009, and the same number of performance RSUs as was granted as time vesting RSUs in 2009. Accordingly, the committee granted Mr. Termeer stock options to purchase 190,000 shares of our common stock and performance vesting RSUs for 63,650 shares. This resulted in a decrease in value, at the time of grant, of 9% from his 2009 award.

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     The following table summarizes the components of 2010 compensation decisions approved by the committee as a percentage of total compensation for Mr. Termeer:
                 
    2010 ($)   % of Total
    (approved)   Compensation
Base salary
    1,643,460       15 %
Target annual cash incentive
               
— individual performance
    427,300          
— corporate revenue
    854,600          
— cash flow return on invested capital
    427,300          
— key business objectives
    427,300          
Total target annual cash incentive (1)
    2,136,500       20 %
Total target cash compensation
    3,779,960       35 %
Value of equity awards (2)
               
— stock options
    3,768,802       35 %
— performance RSUs
    3,186,001       30 %
Total equity value
    6,954,803       65 %
Total compensation
    10,734,763       100 %
 
(1)   None of the corporate revenue or cash flow return on invested capital cash incentive was paid to Mr. Termeer for 2010. Total compensation paid to Mr. Termeer for 2010 is discussed below under the “Summary Compensation Table” section of this Item 11.
 
(2)   Based on grant date fair value, discussed below under the “Grants of Plan-Based Awards for 2010” section of this Item 11.
     2010 Compensation for Named Executive Officers, Other than Mr. Termeer. To determine compensation for our other named executive officers in 2010, the compensation committee reviewed the compensation data of our peer group, as well as survey data provided by the committee’s compensation consultant. The committee’s objective is to ensure that total compensation for our named executive officers is appropriate and reflects the individual performance of each executive.
     The approach to compensation for our named executive officers also reflects our non-hierarchical management structure. We employ a relatively flat management structure compared with the more traditional multi-tiered management structures employed by many other companies. Our executive officers make up an operating committee that includes business, legal, medical and scientific officers. This operating committee meets regularly to discuss the ongoing management of the company as well as strategic planning for the company’s development and future growth. They have an integral role in helping Mr. Termeer chart the future of the company. Cash and equity compensation for members of the operating committee falls within relatively narrow ranges, reflecting the flat management layer directly below the CEO. Due to the way the operating committee operates, the differential between the compensation levels for our named executive officers and the compensation for Mr. Termeer is greater than that seen in the more traditional hierarchical compensation structures employed by many other companies.
     For the named executive officers other than himself, Mr. Termeer discusses with the compensation committee each officer’s individual performance and his recommendation for base salary increases and target annual cash incentive compensation amounts. Because the named executive officers are responsible for implementing our strategic direction, Mr. Termeer’s recommendations focus on sustainable, strategic decision-making capabilities for each individual relative to the company as a whole and each individual’s areas of responsibility. Mr. Termeer’s recommendations for 2010 included an emphasis on target incentive compensation to reflect our pay-for-performance structure. The committee also reviews a two-year history of cash compensation for each named executive officer. The committee reviews Mr. Termeer’s recommendations and makes its cash compensation decisions based on each officer’s performance, its assessment of that individual’s performance relative to the group and each officer’s compensation in light of competitive market information. At its December 2009 meeting, the committee determined not to increase base salary or cash incentive targets for 2010, excluding Dr. Meeker, for the named executive officers other than Mr. Termeer. The committee approved an increase of 3% for Dr. Meeker, to recognize his additional responsibilities in operations and the Biosurgery business. In addition, Dr. Meeker’s compensation was increased 23% in April 2010 when he took on the newly created role of Chief Operating Officer.
     A significant portion of executive compensation consists of annual cash incentive awards. The annual cash incentive targets for 2010 were tied to both corporate performance and performance in individual areas of responsibility. To reflect an emphasis on pay for performance, 80% of the annual cash incentive target for the

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named executive officers, other than Mr. Termeer, was tied to corporate financial performance. As described above under the heading “— Review of 2010,” we did not meet the corporate revenue and cash flow return on invested capital goals established under the 2010 annual incentive program. Accordingly, no amounts were payable to any of the named executive officers for those metrics. In February 2011, the committee awarded each named executive officer 95% of the key business objectives target for 2010 and Mr. Termeer made recommendations to the committee for the individual performance component of each named executive officer’s annual incentive, based on his evaluation of each officer’s performance during 2010. Consideration was given to the individual’s leadership, their management of their respective complex and dynamic areas of responsibility, and their individual contributions to the company during a very challenging year. Mr. Wyzga was awarded 80%, Dr. Meeker was awarded 90%, and Messrs. Wirth and Canute were each awarded 120%, of their respective individual performance targets. In awarding his annual performance above target, the committee noted Mr. Wirth’s leadership role during 2010 in negotiating with Mr. Whitworth and Mr. Icahn regarding director seats, as well as his on-going role in helping determine the strategic direction of the company, including in the negotiations with Sanofi. In awarding Mr. Canute’s annual performance above target, the committee noted his strong leadership skills and the significant progress he has made in getting global manufacturing back on track and assuring the sustainability of operations.
     In February 2010, the compensation committee granted performance vesting RSUs and in June 2010, granted stock options to purchase shares of our common stock to each of the named executive officers. To determine the number of options and performance vesting RSUs to grant to each named executive officer, the committee considered:
    Mr. Termeer’s recommendations regarding each named executive officer’s performance in 2009 and assessment of the officer’s long-term potential at Genzyme;
    equity grant data from our peer group;
    survey data of long-term incentive practices prepared by Towers Watson; and
    our equity granting history for the last three years.
     The committee approved equity awards of 42,750 stock options and 14,250 performance vesting RSUs for each of our named executive officers, excluding Dr. Meeker, other than Mr. Termeer. Dr. Meeker was awarded 14,250 performance vesting RSUs in February 2010, 5,750 performance vesting RSUs in April 2010 and 60,000 stock options in June 2010. Mr. Canute’s long-term incentive awards were granted when he joined the company in March 2010. The committee concluded that providing a grant with no increase in the number of stock options and restricted stock units as was granted in 2009 would be both appropriate and competitive with our peer group. Consistent with the adjustment made to Mr. Termeer’s awards, these awards had a decrease in value of 9% from 2009 awards. In addition, Mr. Canute was granted new-hire stock options and time vesting RSUs in March 2010 when he joined the company.

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     The following table summarizes the components of 2010 compensation decisions approved by the committee as a percentage of total compensation for the named executive officers other than Mr. Termeer listed in the summary compensation table included below:
                                                                 
    Mr. Wyzga           Mr. Canute           Dr. Meeker           Mr. Wirth        
Base salary
    532,000       21 %     485,000       10 %     600,000       18 %     760,000       27 %
Target annual cash incentive
                                                               
— individual performance
    101,000               101,000               122,750               101,000          
— corporate revenue
    202,000               202,000               245,500               202,000          
— cash flow return on invested capital
    101,000               101,000               122,750               101,000          
— key business objectives
    101,000               101,000               122,750               101,000          
Total target cash incentive (1)
    505,000       19 %     505,000       10 %     613,750       18 %     505,000       18 %
Total target cash compensation
    1,037,000       40 %     990,000       20 %     1,213,750       36 %     1,265,000       45 %
Value of equity awards (2)
    1,561,264       60 %     4,033,625       80 %     2,156,547       64 %     1,561,264       55 %
Total compensation
    2,598,264       100 %     5,023,625       100 %     3,370,297       100 %     2,826,264       100 %
 
(1)   None of the corporate revenue or cash flow return on invested capital cash incentive was paid for 2010. Total compensation paid to the named executive officers for 2010 is discussed below under the “Summary Compensation Table” section of this Item 11.
 
(2)   Based on grant date fair value, disussed below under the “Grants of Plan-Based Awards for 2010” section of this Item 11.
     Executive Employment Agreements. Messrs. Termeer and Wirth each have an employment agreement with an initial three-year term that automatically extends by one year each December 31, unless written notice of non-renewal is given. Each agreement provides that the board, or a duly appointed committee of the board, shall set the executive’s base salary annually, and that such base salary shall not be lower than the base salary for the preceding calendar year. Both agreements provide:
    certain life and disability insurance benefits;
    eligibility to participate in the company’s annual cash incentive plan;
    eligibility to participate in the company’s equity incentive plans;
    certain payments and benefits for termination without cause, with or without a change in control event, or termination by the executive for good reason following a change in control;
    accelerated vesting of equity awards in the event of termination without a change in control event without cause, or due to death or disability; and
    confidentiality, non-competition and ownership of inventions provisions.
     Executive Severance Agreements. The committee believes that it is in the best interests of the company and its shareholders to ensure the continued dedication of our executive officers should the company be in the situation of facing a change in control. Such a situation would require our executive officers to remain highly focused and attentive to managing the operations of the company. The financial security provided by severance benefits can mitigate the inevitable distractions created by the personal uncertainties and risks created by a pending or threatened change in control.
     Other than Messrs. Termeer and Wirth, whose severance arrangements are included in their employment agreements and described under the heading “— Executive Employment Agreements” above, we have severance agreements with all of our executive officers, including our named executive officers. These agreements have an initial one-year term and renew automatically each December 31 for an additional one-year period, unless written notice of non-renewal is given. Under these agreements, payments will be made following a change in control upon the involuntary termination of the named executive officer’s employment by us without cause or by the named executive officer for good reason.
     For a more complete description and quantification of benefits payable to our named executive officers upon and following termination of employment see below under the “Potential Payments upon Termination or Change in Control” section of this Item 11.

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     None of the employment or severance agreements provide for tax gross-up payments, which allows us to avoid the often significant costs that could be involved in gross-up payments related to a change in control. None of the employment or severance agreements contain any clawback provisions.
     Tax Deduction Limits on Executive Compensation. Section 162(m) of the Code generally does not permit Genzyme a federal income tax deduction for taxable year compensation in excess of $1,000,000 paid to each of our chief executive officer and our three other highest paid executive officers excluding the chief financial officer. Certain performance-based compensation that is awarded under a plan, the material terms of which have been approved by shareholders, is exempt from the deduction limit. Although the 2010 salary and annual cash incentive awards paid to our named executive officers do not qualify for the performance-based compensation exemption, our shareholders have approved the 2001 and 2004 Equity Incentive Plans, which are designed to allow us to deduct the compensation expense related to stock options granted to our named executive officers under those plans. We have in the past and may in the future award compensation that is not fully deductible under Section 162(m).
     This compensation discussion and analysis is intended to provide an overview and analysis of the policies and decisions made for executive compensation. We believe the decisions of the compensation committee and the company follow a deliberate and thoughtful process and are aligned with both the short- and long-term objectives of the corporation and its shareholders. The following tables and disclosures are intended to support and augment this discussion.
SUMMARY COMPENSATION TABLE
     The following table provides information about the compensation earned during the last three years by our Chief Executive Officer, Chief Financial Officer and the three other most highly compensated executive officers during 2010, whom we refer to collectively as our named executive officers.
                                                         
                                    Non-              
                                    Equity              
                                    Incentive     All        
                                    Plan     Other        
                    Stock     Option     Compen-     Compen        
Name and Principal           Salary     Awards     Awards     sation     -sation        
Position   Year     ($)(1)     ($)(1)     ($)(1)     ($)     ($)(2)     Total ($)  
Henri A. Termeer
    2010       1,643,460       3,186,001       3,768,802       918,695       128,132       9,645,090  
Chief Executive Officer (3)(5)
    2009       1,704,725       3,733,709       3,944,780       0       124,189       9,507,403  
    2008       1,578,514       4,588,160       4,454,400       1,962,725       115,502       12,699,301  
 
    2010       532,000       713,284       847,980       176,750       14,249       2,284,263  
Executive Vice President;
    2009       551,785       835,905       887,576       100,000       14,256       2,389,522  
Chief Financial Officer
    2008       509,538       1,027,200       1,002,240       489,500       13,347       3,041,825  
 
Scott A. Canute (4)
    2010       410,385       2,168,510       1,865,115       217,150       170,858       4,832,018  
Executive Vice President;
President, Global Manufacturing and Corporate Operations
                                                       
 
David P. Meeker, M.D.
    2010       573,219       966,399       1,190,148       227,088       10,187       2,967,041  
Chief Operating Officer
    2009       491,731       835,905       887,576       96,880       9,985       2,322,077  
    2008       424,308       1,027,200       1,002,240       450,803       9,643       2,914,194  
 
Peter Wirth
    2010       760,000       713,284       847,980       217,150       16,611       2,555,025  
Executive Vice President (5)
    2009       788,462       835,905       887,576       105,000       16,611       2,633,554  
    2008       734,331       1,027,200       1,002,240       489,500       15,711       3,268,982  

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(1)   We are required to account for equity awards at fair value. In 2010, we granted equity awards under a long-term incentive program for senior executives that includes a combination of time vesting stock options and performance and market vesting restricted stock units, or PSUs, tied to the achievement of pre-established performance and market goals over a three-year performance period. The value of stock option awards was determined using the Black-Scholes option valuation model, which estimates the value of an equity award using subjective assumptions which can vary over time. PSUs granted in 2010 have a performance period from 2010 through 2012 and performance metrics of (1) cash flow return on invested capital and (2) relative total shareholder return, or R-TSR. The fair value of PSUs subject to the cash flow return on investment performance metric is estimated based on the market value of our stock on the date of grant using the Black-Scholes valuation model. We use a lattice model with a Monte Carlo simulation to determine the fair value of PSUs subject to the R-TSR performance metric. Valuation information regarding the 2010 option and PSU awards can be found below under the “Grants of Plan-Based Awards for 2010” section of this Item 11. For a more complete discussion of the relevant assumptions we use to calculate the grant date fair value of option awards, see Note A, Summary of Significant Accounting Policies Stock-Based Compensation,” and Note N, “Stockholders’ Equity,” to our consolidated financial statements included in Part II, Item 8. of the Original Filing.
 
(2)   All other compensation above includes company contributions made under our retirement savings plan, a 401(k) plan.
 
(3)   For security purposes we provide a driver to Mr. Termeer for commuting to and from work and work-related events. The cost to the company of providing this benefit to Mr. Termeer was $84,329 for 2010, $81,386 for 2009 and $73,599 for 2008 and is included in “All Other Compensation” for Mr. Termeer. This cost is based on the driver’s salary plus vehicle expenses, including gas, mileage, and vehicle lease expense.
 
(4)   Mr. Canute joined the Company on March 1, 2010. All other compensation for Mr. Canute includes a sign-on bonus of $50,000 and relocation costs totaling $106,158.
 
(5)   All other compensation for Mr. Termeer for 2010, 2009 and 2008 includes insurance premiums totaling $28,103 in each year that we paid for life and disability insurance benefits. For Mr. Wirth, all other compensation includes insurance premiums of $1,911 for each of 2010, 2009 and 2008 that we paid for life insurance benefits. We have provided these insurance policies to ensure Messrs. Termeer and Wirth receive a similar level of benefit as is provided in our group plans, as their calculated benefits under our group plan exceed the maximum limits.

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GRANTS OF PLAN-BASED AWARDS FOR 2010
     The following table provides information about the annual cash awards and equity incentive awards granted to each of our named executive officers during the year ended December 31, 2010.
                                                                                                 
                                                                    All Other                     Grant  
                                                                    Stock     All Other     Exercise     Date Fair  
                                                                    Awards:     Option     or     Value of  
                    Estimated Future Payouts Under Non-     Estimated Future Payouts Under     Number     Awards:     Base     Stock  
                    Equity Incentive Plan Awards (1)     Equity Incentive Plan Awards (2)     of Shares     Number of     Price     and  
                    Thresh-                         of Stock     Securities     of Option     Option  
    Approval     Grant     hold     Target     Maximum                     Max-     or Units     Underlying     Awards     Awards  
Name   Date     Date     ($)     ($)     ($)     Threshhold     Target     imum     (#)     Options (#)     ($/Sh)     ($)  
Henri A. Termeer
    1/22/2010       N/A       0       2,136,500       3,418,400                                            
 
    2/24/2010       2/24/2010                               15,912       31,825       31,825                               1,798,113  
 
    2/24/2010       2/24/2010                               11,138       31,825       31,825                               1,387,888  
 
    6/15/2010       6/16/2010                                                               190,000     $ 51.52       3,768,802  
 
    1/22/2010       N/A       0       505,000       808,000                                            
 
    2/24/2010       2/24/2010                               3,562       7,125       7,125                               402,563  
 
    2/24/2010       2/24/2010                               2,493       7,125       7,125                               310,721  
 
    6/15/2010       6/16/2010                                                               42,750     $ 51.52       847,980  
 
Scott A. Canute
    3/1/2010       N/A       0       505,000       808,000                                          
 
    3/1/2010       3/1/2010                               3,562       7,125       7,125                         412,039  
 
    3/1/2010       3/1/2010                               2,493       7,125       7,125                             310,721  
 
    3/1/2010       3/15/2010                                                       25,000                 1,445,750  
 
    3/1/2010       3/15/2010                                                               50,000     $ 57.22       1,017,135  
 
    6/15/2010       6/15/2010                                                               42,750     $ 51.52       847,980  
 
David P. Meeker
    1/22/2010       N/A       0       650,000       1,040,000                                            
 
    2/24/2010       2/24/2010                               3,562       7,125       7,125                               402,563  
 
    2/24/2010       2/24/2010                               2,493       7,125       7,125                               310,721  
 
    4/1/2010       4/1/2010                               1,437       2,875       2,875                               151,081  
 
    4/1/2010       4/1/2010                               1,006       2,875       2,875                               102,034  
 
    6/15/2010       6/16/2010                                                               60,000     $ 51.52       1,190,148  
 
Peter Wirth
    1/22/2010       N/A       0       505,000       808,000                                            
 
    2/24/2010       2/24/2010                               3,562       7,125       7,125                               402,563  
 
    2/24/2010       2/24/2010                               2,493       7,125       7,125                               310,721  
 
    6/15/2010       6/16/2010                                                               42,750     $ 51.52       847,980  
 
(1)   Actual amounts paid in March 2011 are included in the “Non-Equity Incentive Plan Compensation” column of the preceding Summary Compensation Table. The threshold amounts assume a payout of 30% of each of the corporate revenue and cash flow return on invested capital components of the named executive officer’s annual cash incentive. The maximum amounts assume a payout of 200% of each of the corporate revenue and cash flow return on invested capital components of the named executive officer’s annual cash incentive.
 
(2)   Represents target payout under our 2010 long-term incentive program. The threshold amounts assume a payout of 50% of the executive’s RSU award for the cash flow return on invested capital target, and 35% of the executive’s RSU award for the relative TSR target.
     On February 24, 2010, our compensation committee granted PSUs to the named executive officers under the 2004 Equity Incentive Plan, with a performance period of January 1, 2010 through December 31, 2012. PSUs subject to the cash flow return on investment performance metric granted on February 24, 2010 had a grant date fair market value of $56.50 per share which was the closing price of our stock on that date. PSUs subject to the R-TSR performance metric granted on February 24, 2010 had a grant date fair market value of $43.61 per share. The committee awarded PSUs to Mr. Canute on March 1, 2010, when he joined the Company. Mr. Canute was granted time vesting RSUs and stock options on March 15, 2010 under our new-hire equity grant program. The RSUs had a grant date fair value and option exercise price of $57.22, which was the closing price of our stock on the date of grant and the options had a grant date fair value of $20.34 per share, which was based on the Black-Scholes option pricing model. The committee awarded additional PSUs to Dr. Meeker on April 1, 2010 under the same performance metrics as the February 2010 awards. On June 16, 2010, stock options were granted to the named executive officers at the same time that stock options and time vesting RSUs were granted to all qualified, eligible employees of the company. These stock options have an exercise price of $51.52 per share, which was the closing price of our stock on the date of grant. The options have a ten-year term and vest 20% on the date of grant with an additional 20% vesting annually over the next four years on the anniversary of the date of grant.
     The grant date fair value of the stock options granted on June 16, 2010 was $19.84 per share, which was based on the Black-Scholes option pricing model. For a more complete discussion of the relevant assumptions we use to calculate the grant date fair value of equity awards can be found in Note A, Summary of Significant Accounting Policies Stock-Based Compensation,” and Note N, "Stockholders’ Equity,” to our consolidated financial statements included in Part II, Item 8. of the Original Filing.
     The stock option awards for the named executive officers include vesting acceleration in the event of termination as a result of disability or death, or upon a change in control of the company. Stock options and time vesting RSUs for Messrs. Termeer and Wirth will automatically vest if employment is terminated by the company without cause prior to a change in control.

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     For stock option awards, in the event of termination as a result of disability or death, the named executive officers, or their beneficiaries, will have one year to exercise vested options unless the options otherwise would expire under their stated terms. In addition, if the named executive officer has reached retirement eligibility (defined as age 60 plus completion of at least five years of service) with the company, at termination of employment for any reason other than cause, vesting of stock options will be accelerated and the executive officer will have three years to exercise the options unless they otherwise would expire under their stated terms. This retirement eligibility provision does not apply to options granted before December 1, 2003. The named executive officers do not have any acceleration of vesting provision relating to retirement eligibility for RSU awards. Nonstatutory options for the named executive officers are transferable to defined family members.
     If a named executive officer leaves his employment with us for any reason other than death, disability, retirement (as described above), following a change in control, or for cause, he may exercise vested options for a period of 90 days from the date of termination. Unvested options will be cancelled as of the date of termination.
OUTSTANDING EQUITY AWARDS AT 2010 FISCAL YEAR-END
     The following table provides information about outstanding stock option awards and unvested restricted stock units held by each of our named executive officers as of December 31, 2010.
                                                 
    Option Awards     Stock Awards  
    Number of     Number of                     Number of     Market  
    Securities     Securities                     Shares or     Value of  
    Underlying     Underlying                     Units of     Shares or  
    Unexercised     Unexercised                     Stock That     Units of  
    Options (#)     Options (#)     Option     Option     Have Not     Stock That  
    Exercisable     Unexercisable     Exercise     Expiration     Vested     Have Not  
Name   (1)     (1)(2)     Price ($)     Date     (#)(3)     Vested ($)(4)  
Henri A. Termeer
    12,362               126.59       5/31/2011       128,418       9,143,362  
 
    5,614               274.31       5/31/2011                  
 
    500,000               53.47       5/31/2011                  
 
    600,000               32.52       5/30/2012                  
 
    6,181               85.74       5/30/2012                  
 
    7,017               41.50       5/30/2012                  
 
    475,000               46.24       5/29/2013                  
 
    460,000               43.90       5/27/2014                  
 
    425,000               62.98       5/26/2015                  
 
    400,000               58.50       5/25/2016                  
 
    160,000       40,000       62.16       5/24/2017                  
 
    120,000       80,000       68.48       5/22/2018                  
 
    76,000       114,000       58.66       5/21/2019                  
 
    38,000       152,000       51.52       6/16/2020                  

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    Option Awards     Stock Awards  
    Number of     Number of                     Number of     Market  
    Securities     Securities                     Shares or     Value of  
    Underlying     Underlying                     Units of     Shares or  
    Unexercised     Unexercised                     Stock That     Units of  
    Options (#)     Options (#)     Option     Option     Have Not     Stock That  
    Exercisable     Unexercisable     Exercise     Expiration     Vested     Have Not  
Name   (1)     (1)(2)     Price ($)     Date     (#)(3)     Vested ($)(4)  
    592               135.25       2/9/2011       43,500       3,097,200  
 
    791               126.59       5/31/2011                  
 
    505               274.31       5/31/2011                  
 
    954               85.74       5/30/2012                  
 
    90,000               46.24       5/29/2013                  
 
    81,000               43.90       5/27/2014                  
 
    69,000               62.98       5/26/2015                  
 
    69,000               58.50       5/25/2016                  
 
    36,000       9,000       62.16       5/24/2017                  
 
    27,000       18,000       68.48       5/22/2018                  
 
    17,100       25,650       58.66       5/21/2019                  
 
    8,550       34,200       51.52       6/16/2020                  
                                                 
    Option Awards     Stock Awards  
                                    Number        
    Number of     Number of                     of Shares     Market  
    Securities     Securities                     or Units     Value of  
    Underlying     Underlying                     of Stock     Shares or  
    Unexercised     Unexercised                     That     Units of  
    Options (#)     Options (#)     Option     Option     Have Not     Stock That  
    Exercisable     Unexercisable     Exercise     Expiration     Vested     Have Not  
Name   (1)     (1)(2)     Price ($)     Date     (#)(3)     Vested ($)(4)  
David P. Meeker
    169               135.25       2/9/2011       49,250       3,506,600  
 
    20,000               50.02       4/16/2011                  
 
    29,080               53.47       5/31/2011                  
 
    20,630               32.52       5/30/2012                  
 
    4,000               27.46       6/12/2012                  
 
    15,000               30.57       3/6/2013                  
 
    22,500               46.24       5/29/2013                  
 
    41,000               43.90       5/27/2014                  
 
    35,000               62.98       5/26/2015                  
 
    48,500               58.50       5/25/2016                  
 
    19,400       4,850       62.16       5/24/2017                  
 
    27,000       18,000       68.48       5/22/2018                  
 
    17,100       25,650       58.66       5/21/2019                  
 
    12,000       48,000       51.52       6/16/2020                  

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    Option Awards     Stock Awards  
                                    Number        
    Number of     Number of                     of Shares     Market  
    Securities     Securities                     or Units     Value of  
    Underlying     Underlying                     of Stock     Shares or  
    Unexercised     Unexercised                     That     Units of  
    Options (#)     Options (#)     Option     Option     Have Not     Stock That  
    Exercisable     Unexercisable     Exercise     Expiration     Vested     Have Not  
Name   (1)     (1)(2)     Price ($)     Date     (#)(3)     Vested ($)(4)  
Peter Wirth
    520               135.25       2/9/2011       43,500       3,097,200  
 
    1,571               274.31       5/31/2011                  
 
    642               126.59       5/31/2011                  
 
    62,000               53.47       5/31/2011                  
 
    2,245               41.50       5/30/2012                  
 
    185,300               32.52       5/30/2012                  
 
    1,468               85.74       5/30/2012                  
 
    90,000               46.24       5/29/2013                  
 
    81,000               43.90       5/27/2014                  
 
    69,000               62.98       2/26/2015                  
 
    69,000               58.50       5/25/2016                  
 
    36,000       9,000       62.16       5/24/2017                  
 
    27,000       18,000       68.48       5/22/2018                  
 
    17,100       25,650       58.66       5/21/2019                  
 
    8,550       34,200       51.52       6/16/2020                  
 
(1)   Includes stock options originally granted in our Biosurgery and Molecular Oncology tracking stocks which were converted into stock options for Genzyme common stock on June 30, 2003. A total of 40,631 of these converted options are exercisable with exercise prices from $41.50 to $274.31.
 
(2)   Stock options vest 20% on the date of grant and 20% per year over the next four years on the anniversary of the date of grant. The grant date of the stock options is ten years prior to the option expiration date.
 
(3)   The following table provides information with respect to the vesting of each outstanding time-vesting RSU and performance-vesting RSU held by the named executive officers as of December 31, 2010:
                                 
RSU Vesting Date   H. Termeer     M. Wyzga     D. Meeker     P. Wirth  
    22,334       15,000       15,000       15,000  
    21,217                          
    21,217       14,250       14,250       14,250  
March 1 2013
                               
PSU Vesting Date
                               
    63,650       14,250       20,000       14,250  
 
                       
Totals
    128,418       43,500       49,250       43,500  
(4)   The market value of RSUs is based on a price of $71.20, which was the closing price of our stock on December 31, 2010.

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2010 OPTION EXERCISES AND STOCK VESTED
     The following table provides information about the exercise of stock options and vesting of restricted stock units during the year ended December 31, 2010 for each of our named executive officers.
                                 
    Option Awards     Stock Awards  
    Number of             Number of        
    Shares             Shares        
    Acquired On     Value Realized     Acquired on     Value Realized  
Name   Exercise (#)     on Exercise ($)     Vesting (#)(1)     On Vesting ($)  
Henri A. Termeer
    200,000       5,331,380       110,549       5,379,146  
    0       0       15,000       727,200  
Scott A. Canute
    0       0       0       0  
David P. Meeker
    16,488       371,951       8,083       391,864  
Peter Wirth
    48,216       1,157,473       15,000       727,200  
 
(1)   Time vesting RSUs granted in 2007 vested in May 2010 under their terms. For Mr. Termeer, shares acquired for time vesting RSUs includes vesting of 22,333 shares granted in 2008 and 21,216 shares granted in 2009, under the retirement eligibility vesting provisions of those awards.
     On February 23, 2009, Mr. Termeer entered into a Rule 10b5-1 trading plan to exercise 400,000 stock options due to expire in May 2010 and sell the exercised shares at specified prices. Mr. Termeer’s trading plan included provisions to exercise and sell the shares at certain pre-determined dates if his limit prices are not met, in order to ensure that all of the shares are exercised and sold prior to the expiration date of the stock options. As a result of not meeting a limit order sale price, in November 2009, 200,000 shares were exercised and sold under the plan. In February 2010, an additional 100,000 shares were exercised and sold under the plan and on May 17, 2010, the final 100,000 shares were exercised and sold under the plan.
     Mr. Wirth entered into a Rule 10b5-1 trading plan to exercise 48,216 stock options due to expire in May 2010 and to sell the exercised shares. Dr. Meeker entered into a Rule 10b5-1 trading plan to exercise 16,488 stock options that were due to expire in May 2010 and to sell the exercised shares.
     We encourage our officers to establish Rule 10b5-1 trading plans. Given the limited times during the year when our officers are allowed to trade, transactions under a Rule 10b5-1 trading plan allow our officers to trade in our stock without becoming subject to the presumption that they are basing their trades on non-public information.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
     Due to factors such as the timing during the year of an event, the company’s stock price and the executive’s age, any of which can affect the nature and amount of benefits provided upon the events discussed below, actual amounts paid or distributed may vary. All equity calculations in this discussion assume a stock price of $71.20, which was the closing price of our stock on December 31, 2010, the last trading day of the year.
     Termination Outside of a Change in Control. The employment agreements for Messrs. Termeer and Wirth provide for the following payments upon termination by us without cause prior to a change in control:
    a lump sum payment of two times the sum of his annual salary and annual cash incentive;
 
    continued health, life and disability insurance and other benefits for two years from the date of termination, except to the extent comparable benefits are provided by a new employer; and
 
    full vesting of all non-performance based options or RSUs under our equity incentive plans.

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     Assuming the employment of Messrs. Termeer and Wirth had been terminated by us without cause prior to a change in control on December 31, 2010, they would have been entitled to the following payments:
                                 
    Lump Sum             Value of Accelerated        
    Base + Bonus ($)     Benefits ($)     Equity Awards ($)     Total (1)  
Henri A. Termeer
    5,249,645       103,885       14,302,400       19,655,930  
Peter Wirth
    2,114,500       5,909       3,207,627       5,328,036  
 
(1)   Cash payment amounts are based on the following components:
    base pay using salary as of December 31, 2010 times the multiplier;
 
    annual cash incentive, calculated by taking the higher of (a) the last cash incentive paid, or (b) the average of the last two cash incentives paid, times the multiplier;
 
    health benefits, based on COBRA rates as of January 1, 2011; and
 
    life and disability insurance premiums, based on current formula calculations.
     Termination Due to Death or Disability. In the event that a named executive officer’s employment is terminated due to death, all non-performance based stock options would fully vest under the terms and conditions of the named executive officers’ equity awards and their beneficiaries would have one year from the date of termination to exercise their options unless the options otherwise would expire under their stated terms. The terms of Mr. Termeer’s and Mr. Wirth’s employment agreements also provide for accelerated vesting of non-performance based equity upon death.
     For termination of employment due to disability for Messrs. Termeer and Wirth, all non-performance based RSUs would fully vest under the terms and conditions of their employment agreements and their equity awards. For the other named executive officers, outstanding non-performance based RSUs would be cancelled at termination for disability under the terms and conditions of their equity awards.
     Assuming the employment of the named executive officers had been terminated due to death or disability on December 31, 2010, they would have been entitled to accelerated vesting of equity with the following value:
                 
    Value of Accelerated     Value of Accelerated  
    Equity Awards Due to     Equity Awards Due to  
    Death ($)     Disability ($)  
Henri A. Termeer
    14,302,400       14,302,400  
    3,207,627       1,125,027  
Scott A. Canute
    3,152,056       1,372,056  
David P. Meeker
    3,441,695       1,359,095  
Peter Wirth
    3,207,627       3,207,627  
     Termination with Retirement Eligibility. Under the terms and conditions of the named executive officers’ equity awards, if their employment terminates for any reason other than for cause after they have reached retirement eligibility (defined as age 60 plus completion of at least five years of service), they will receive full vesting of their outstanding non-performance based stock options and will have three years from the date of termination to exercise the options unless the options would otherwise expire under their stated terms. None of our named executive officers receive any accelerated vesting for RSUs for termination with retirement eligibility. Messrs. Termeer and Wirth have met the retirement eligibility definition, and assuming these executive officers had terminated their employment on December 31, 2010 other than for cause, they would have been entitled to accelerated vesting of stock options with the following value:

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    Value of Accelerated Stock Options ($)  
Henri A. Termeer
    5,000,120  
Peter Wirth
    1,125,027  
     Termination Following a Change in Control. Under the employment agreements with Messrs. Termeer and Wirth, upon termination following a change in control of the company, by us other than for cause or disability or by Mr. Termeer or Mr. Wirth for good reason, we must:
    make a lump sum severance payment of three times the sum of his annual salary and annual cash incentive;
 
    continue life, disability, accident and health insurance coverage for three years, except to the extent comparable benefits are provided by a new employer; and
 
    in certain circumstances, pay legal costs and relocation expenses associated with the termination.
     Under the severance agreements with Messrs. Canute and Wyzga, and Dr. Meeker, upon termination of employment following a change in control of the company, by us without cause or by the named executive officer for good reason, we must:
    make a lump sum severance payment of two times the sum of his annual salary and annual cash incentive;
 
    continue life, disability, accident and health insurance coverage for two years following the date of termination, except to the extent comparable benefits are provided by a new employer;
 
    provide outplacement services; and
 
    in certain circumstances, pay legal costs and relocation expenses associated with such termination.
     In addition, under the terms and conditions of the named executive officers’ equity awards, upon a change in control they will receive full vesting of their outstanding stock options and RSUs.
     Under the named executive officer’s employment or severance agreements, as applicable, the amounts payable upon a change in control would be reduced to the extent necessary to maximize the after-tax value to each named executive officer. Assuming the employment of our named executive officers had been terminated following a change in control of the company by us without cause or by the named executive officer for good reason on December 31, 2010, with no such reduction, they would have been entitled to the following payments:
                                 
    Lump Sum             Value of Accelerated        
    Base + Bonus ($)     Benefits ($)     Equity Awards ($)(1)     Total (2)(3)  
Henri A. Termeer
    7,874,468       355,828       14,302,400       22,532,696  
    1,653,500       274,072       3,207,627       5,135,199  
Scott A. Canute
    970,000       276,851       3,152,056       4,398,907  
David P. Meeker
    1,747,683       277,261       3,441,695       5,466,639  
Peter Wirth
    3,171,750       208,864       3,207,627       6,588,241  
 
(1)   The value of accelerated equity awards is based on a price of $71.20, which was the closing price of our stock on December 31, 2010.
 
(2)   Cash payment amounts are based on the following components:
    base pay using salary as of December 31, 2010 times the applicable multiplier;
 
    annual cash incentive, calculated by taking the higher of (a) the last cash incentive paid, or (b) the average of the last two cash incentives paid, times the applicable multiplier;
 
    health benefits, based on COBRA rates as of January 1, 2011;
 
    life, accident and disability insurance premiums, based on current formula calculations;
 
    outplacement services, using the maximum provided for in the agreements;
 
    relocation services, based on most recent costs paid by us for executive relocation; and
 
    legal fees, based on an estimate of average attorney rates and hours of estimated services needed.
(3)   The amounts in the table above vary from those provided in Item 3(a) in Amendment No. 25 to our Solicitation/Recommendation Statement or Schedule 14D-9 filed with the SEC on March 7, 2011, which assumed that the employment of our named executive officers will terminate following a change in control of Genzyme either by us without cause or by the executive officer for good reason on April 1, 2011 and did not include the value of accelerated equity awards because all equity awards will accelerate upon consummation of the Tender Offer.

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     Under the employment agreements with Messrs. Termeer and Wirth, and the severance agreements with Messrs. Canute and Wyzga, and Dr. Meeker, a “change in control” would be deemed to have occurred if:
    any person, other than Genzyme or our affiliate, becomes the beneficial owner, directly or indirectly, of our securities representing 50% or more of the combined voting power of our then outstanding securities;
 
    during any period of 24 consecutive months, the individuals who at the beginning of such period constituted our board of directors or any individuals who would be continuing directors cease for any reason to constitute a majority of our board of directors;
 
    there is consummated a merger, share exchange or consolidation with any other company or the sale of all or substantially all of our assets (each, a business combination), other than (i) a business combination that would result in the Genzyme shareholders prior to the business combination continuing to hold a majority of the voting power of the surviving entity or (ii) a business combination effected to implement a recapitalization of the company where no person becomes the beneficial owner of 50% or more of the voting power of our then outstanding securities; or
 
    our shareholders approve a plan of complete liquidation of the company.
     Proposed Acquisition by Sanofi-Aventis. As described under the heading “— Proposed Acquisition by Sanofi-Aventis” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7. of the Original Filing, on February 16, 2011, we announced that we had entered into a definitive merger agreement with Sanofi and a wholly-owned subsidiary of Sanofi. For additional details regarding the amounts payable to our named executive officers if the merger transaction is completed, please see our Current Report on Form 8-K, dated February 16, 2011, and our Solicitation/Recommendation Statement on Schedule 14D-9 relating to the tender offer, including amendments on Schedule 14D-9/A, filed with the SEC.
DIRECTOR COMPENSATION
     The following table sets forth information concerning the compensation paid to, or earned by, our non-employee directors for the year ended December 31, 2010. Henri A. Termeer, the Chairman of our Board of Directors, is not included in the table as he is also our President and Chief Executive Officer and accordingly receives no compensation for his service as director. Information about Mr. Termeer’s compensation is provided under the “Summary Compensation Table” section above.
                                         
    Fees                
    Earned   Stock   Option   All Other    
    or Paid in   Awards   Awards   Compen-    
Name   Cash ($)   (2)(3)   ($)(2)(3)   sation ($)   Total ($)
Douglas A. Berthiaume
    105,167       122,360       141,330             368,857  
Robert J. Bertolini
    142,833       122,360       141,330             406,523  
Gail K. Boudreaux
    123,500       122,360       141,330             387,190  
Steven J. Burakoff (1)
    55,538       122,360       141,330             319,228  
Robert J. Carpenter
    152,750       122,360       141,330             416,440  
Charles L. Cooney
    128,000       122,360       141,330             391,690  
Victor J. Dzau
    100,500       122,360       141,330             364,190  
Eric J. Ende (1)
    65,038       122,360       141,330             328,728  
Dennis M. Fenton (1)
    62,538       122,360       141,330             326,228  
Sen. Connie Mack
    122,500       122,360       141,330             386,190  
Richard F. Syron
    112,000       122,360       141,330             375,690  
Ralph V. Whitworth (1)(2)
    90,577       247,428       293,536             631,541  
 
(1)   Drs. Burakoff, Ende and Fenton were appointed to the board of directors on June 16, 2010. Mr. Whitworth was appointed to the board of directors on April 14, 2010.

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(2)   The amounts reported for stock and option awards represent the grant date fair value of the awards. On June 16, 2010, under the automatic grant provisions of our 2007 Director Equity Plan, each non-employee director was granted RSUs for 2,375 shares, and stock options to purchase 7,125 shares, of our stock. These RSUs have a grant date fair value, and stock options have an exercise price, of $51.52 per share, which was the closing price of our stock on the date of grant. On April 14, 2010, Mr. Whitworth was granted RSUs for 2,375 shares, and stock options to purchase 7,125 shares, of our stock. Mr. Whitworth’s RSUs have a grant date fair value, and stock options have an exercise price, of $52.66 per share, which was the closing price of our stock on April 14, 2010.
    The grant date fair value of the stock options granted on April 14, 2010 and June 16, 2010 were $21.36 and $19.84 per share, respectively, which were based on the Black-Scholes option pricing model. For a discussion of the relevant assumptions we use to calculate grant date fair value, see Note A, Summary of Significant Accounting Policies Stock-Based Compensation,” and Note N, “Stockholders’ Equity,” to our consolidated financial statements included in Part II, Item 8. of the Original Filing.
(3)   Non-employee directors had the following aggregate stock options and RSUs outstanding as of December 31, 2010:
                 
    Stock Options     RSUs  
Douglas A. Berthiaume
    102,222       2,375  
Robert J. Bertolini
    14,250       2,375  
Gail K. Boudreaux
    82,125       2,375  
Steven J. Burakoff
    7,125       2,375  
Robert J. Carpenter
    98,630       2,375  
Charles L. Cooney
    71,630       2,375  
Victor J. Dzau
    84,039       2,375  
Eric J. Ende
    7,125       2,375  
Dennis M. Fenton
    7,125       2,375  
Sen. Connie Mack
    90,812       2,375  
Richard F. Syron
    67,125       2,375  
Ralph V. Whitworth
    14,250       2,375  
    The outstanding stock options have an average exercise price of $59.24 per share and a remaining average life of 5.8 years.
     Our non-employee directors, receive the following cash compensation for their service on the board and its committees:
    an annual retainer of $40,000, paid quarterly;
 
    $2,500 for each board meeting they attend;
 
    $1,500 for each committee meeting they attend;
 
    an annual retainer of $20,000 for service as audit committee chair, paid quarterly;
 
    an annual retainer of $10,000 for service as compensation committee chair, paid quarterly; and
 
    an annual retainer of $10,000 for service as nominating and corporate governance committee chair, paid quarterly.
     As part of changes implemented to strengthen the role of our lead director, the compensation committee requested its compensation consultant prepare an analysis of lead director compensation, including at our peer companies. Following a review of this analysis, the committee recommended to the board in February 2010, and the board approved, an annual retainer of $25,000, paid quarterly, for service as lead director of the company. In addition, the committee also approved an increase from $10,000 to $20,000 to the annual retainer for service as compensation committee chair. In August 2010, the committee reviewed the role and responsibilities of the lead

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director and recommended to the board, and the board approved, an increase to the annual retainer for service as the lead director from $25,000 to $50,000, effective October 1, 2010.
     Non-employee directors also receive equity awards for each year (or partial year) that they serve on our board. Stock options and RSUs are granted automatically under our 2007 Director Equity Plan on the date of each annual meeting of shareholders or, in the case of directors elected other than at an annual meeting, upon election to the board. The plan provides for an annual grant to each non-employee board member of (1) stock options to purchase 7,125 shares of our stock, and (2) RSUs for 2,375 shares of our stock. Stock options and RSUs become fully vested on the date of the next annual shareholders meeting following the date of grant, provided the director is an active member of the board at the opening of business on that date. Each stock option grant has an exercise price equal to the closing price of the stock on the date of grant and a term of ten years. RSUs are valued on the date of grant based on the closing price of our stock. The plan provides for acceleration of all unvested awards in the event of a change in control of the company.
     Under our Directors Deferred Compensation Plan, each director may choose to defer receipt of all or part of the cash compensation payable to him or her as a director until the year following the year his or her service as a director ends or until another date specified in advance by the director. The director can elect to defer compensation in exchange for a future payment of cash, stock or a combination of cash and stock. At the director’s election, the future payments may be made in either a lump sum or annual installments for a period specified by the director, up to a maximum of five years. Amounts deferred in the cash account are credited with interest on the last day of each calendar quarter at the rate paid on 90-day Treasury bills hypothetically purchased on the first day of the calendar quarter. Amounts deferred in the stock account are treated as invested in hypothetical shares of our common stock, and the hypothetical shares are credited to the director’s account on the first day of each calendar quarter based on the average closing price of our common stock for all trading days during the preceding quarter. As of December 31, 2010, five of the twelve eligible directors had accounts under the plan.

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Item 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
EQUITY PLANS
     The following table provides information about shares of our stock that may be issued under our 2001 Equity Incentive Plan, 2004 Equity Incentive Plan, 2007 Director Equity Plan, Directors’ Deferred Compensation Plan and 2009 Employee Stock Purchase Plan, as of December 31, 2010:
                         
                    Number of securities  
                    remaining available for  
                    future issuance under  
    Number of securities to be     Weighted-average     equity compensation  
    issued upon exercise of     exercise price of     plans (excluding  
    outstanding options,     outstanding options,     securities reflected in  
    warrants and rights     warrants and rights     column (a))  
Plan Category   (a)     (b)     (c)  
Equity compensation plans approved by security holders
    31,369,918 (1)   $ 47.51       8,254,216 (2)
Equity compensation plans not approved by security holders
                 
 
                       
 
                 
Total
    31,369,918     $ 47.51       8,254,216  
 
(1)   Includes options outstanding assumed in the following acquisitions:
                     
                Weighted-average  
        Options     exercise  
    Acquisition Date   Outstanding     price ($)  
Ilex
  December 2004     9,900       42.84  
Focal
  June 2001     458       73.61  
Novazyme
  September 2001     442       1.75  
    Also includes 22,832 shares in deferred compensation obligations that may be paid out in shares of our common stock.
(2)   Includes 2,559,273 shares that may be issued under our 2009 Employee Stock Purchase Plan plus 83,129 shares reserved under our Directors’ Deferred Compensation Plan.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
     The following tables set forth the number of shares of our common stock beneficially owned:
    as of March 18, 2011, by each of our directors, each of our named executive officers and our directors and executive officers as a group; and
 
    as of the date indicated, by each person know to us to own 5% or more of our outstanding shares.
     Ownership percentages are based on 263,669,254 shares outstanding as of March 18, 2011. Unless otherwise noted below, each person has sole voting and investment power for the shares that they beneficially own.
                 
    Number of   Percent of
Directors and Named Executive Officers   Shares (1)   Common Stock
Scott Canute
    21,050       *  
Zoltan Csimma
    278,644       *  
Thomas DesRosier
    159,747       *  
James Geraghty
    189,382       *  
David P. Meeker (2)
    322,877       *  
Richard Moscicki
    415,317       *  

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    Number of   Percent of
Directors and Named Executive Officers   Shares (1)   Common Stock
Alan Smith
    406,903       *  
Sandford D. Smith
    242,990       *  
Henri A. Termeer (3)
    3,975,330       1.5 %
Peter Wirth (4)
    666,505       *  
    424,375       *  
Douglas Berthiaume (5)
    170,106       *  
Robert Bertolini
    9,500       *  
Gail Boudreaux
    80,000       *  
Steven Burakoff
    0       *  
Robert Carpenter
    122,935       *  
Charles L. Cooney (6)
    76,121       *  
Victor J. Dzau (7)
    83,871       *  
Eric Ende
    0       *  
Dennis Fenton
    355       *  
Connie Mack III
    87,421       *  
Richard F. Syron
    65,011       *  
Ralph Whitworth (8)
    10,615,748       4.0 %
All current officers and directors as a group (23 people)
    18,414,188       7.0 %
 
*   Represents less than 1%.
 
(1)   The shares listed include the following stock options exercisable and restricted stock units, or RSUs, vesting within 60 days after March 18, 2011:
         
    Number of  
    Shares Subject  
    to Stock  
    Options and  
    RSUs  
Scott Canute
    21,050  
Zoltan Csimma
    265,664  
Thomas DesRosier
    152,589  
James Geraghty
    184,660  
David P. Meeker
    311,210  
Richard Moscicki
    394,487  
Alan Smith
    369,412  
Sandford D. Smith
    222,319  
Henri A. Termeer
    3,285,174  

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    Number of  
    Shares Subject  
    to Stock  
    Options and  
    RSUs  
Peter Wirth
    650,876  
    399,900  
Douglas Berthiaume
    94,900  
Robert Bertolini
    7,125  
Gail Boudreaux
    75,000  
Steven Burakoff
    0  
Robert Carpenter
    91,110  
Charles L. Cooney
    64,110  
Victor J. Dzau
    76,321  
Eric Ende
    0  
Dennis Fenton
    0  
Connie Mack III
    82,421  
Richard F. Syron
    60,000  
Ralph Whitworth
    7,125  
All current officers and directors as a group (23 people)
    6,815,453  
(2)   The stock beneficially owned by Dr. Meeker includes 621 shares held by his wife and 495 shares held by his children. Dr. Meeker disclaims beneficial ownership of all shares held by his wife and children.
 
(3)   The stock beneficially owned by Mr. Termeer includes 2,371 shares held by his wife and 1,256 shares held in trusts for the benefit of Mr. Termeer’s children. Mr. Termeer disclaims beneficial ownership of all shares held by his wife and the trusts.
 
(4)   The stock beneficially owned by Mr. Wirth includes 148 shares held in an IRA account.
 
(5)   The stock beneficially owned by Mr. Berthiaume includes 4,048 shares held by his wife. Mr. Berthiaume disclaims beneficial ownership of all shares held by his wife.
 
(6)   The stock beneficially owned by Dr. Cooney includes 7,164 shares held jointly with his wife, 240 shares held individually by his wife, 1,882 shares held by his son and 600 shares held by his grandchildren. Dr. Cooney disclaims beneficial ownership of all shares held individually by his wife, son and grandchildren.
 
(7)   The stock beneficially owned by Dr. Dzau includes 2,550 shares held by his wife’s trust.
 
(8)   Mr. Whitworth is one of the principals of Relational Investors, LLC, or RILLC. RILLC is the record owner of 100 shares and sole general partner, or the sole managing member of the general partner, of Relational Investors, L.P. , Relational Fund Partners, L.P., Relational Coast Partners, L.P., RH Fund 1, L.P., RH Fund 6, L.P. Relational Investors III, L.P., Relational Investors VIII, L.P., Relational Investors IX, L.P., Relational Investors X, L.P., Relational Investors XV, L.P., Relational Investors XVI, L.P., Relational Investors XX, L.P., Relational Investors XXII, L.P., Relational Investors XXIII, L.P., and Relational Investors Alpha Fund I, L.P. These limited partnerships own a total of 7,693,166 shares. An additional 2,234,482 shares are held in accounts managed by RILLC and an additional 408,500 shares are held through co-investment arrangements with Relational Investors VIII, L.P. Mr. Whitworth disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. The business address for the entities listed above is c/o Relational Investors LLC, 12400 High Bluff Drive, Suite 600, San Diego, CA 92130.
          The information in this table is as of March 18, 2011 and is based on the most recent filings submitted to the SEC regarding ownership of Genzyme shares and updated information provided to Genzyme by its shareholders. Unless otherwise noted, each person has sole voting and investment power for the Genzyme shares listed.
                 
Five Percent Owners   Number of Shares   Percent of Common Stock
Carl C. Icahn (1)
    13,100,000       5.0 %
c/o Icahn Associates Corp.
               
767 Fifth Avenue, 47th Floor
               
               
 
(1)   Information is based on a Schedule 13G filed jointly by Carl C. Icahn and certain other entities affiliated with Mr. Icahn. Mr. Icahn shares voting and dispositive power for all of the shares listed.

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Item 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
CERTAIN RELATIONSHIPS AND RELATED PERSONS TRANSACTIONS
     We have adopted a written policy for the review and approval or ratification of transactions involving related persons. The nominating and governance committee is responsible for applying the policy with the assistance of our company secretary. Related persons can include any of our directors or executive officers, certain of our shareholders, and any of their immediate family members. Transactions covered by the policy consist of any transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we were, are or will be a participant; the amount involved exceeds $120,000; and in which any related person had, has or will have a direct or indirect material interest. Under the policy, certain transactions deemed not to give rise to conflicts of interest between Genzyme and a related person have a standing pre-approval, even if the aggregate amount is greater than $120,000. The chair of the nominating and governance committee has the authority to approve or ratify any related person transaction in which he or she is not involved and the aggregate amount of the transaction is expected to be less than $1 million.
     In determining whether to approve or ratify a related person transaction, the nominating and governance committee or chair of the committee is expected to take into account, among any other factors deemed appropriate, the proposed terms of the transaction, including the aggregate value and benefit to the related person; whether the related person transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances; the benefits to Genzyme of the transaction; any alternative means or transactions whereby Genzyme could obtain similar benefits; and whether the transaction is consistent with our other policies or practices that may also govern the proposed transaction. To help identify related person transactions, each year, we require our directors and officers to complete a questionnaire identifying any transactions with us in which the officer or director or their family members have an interest. We had no transactions, nor are there any currently proposed transactions in which the company was or is to be a participant, in which the amount involved exceeds $120,000 and any related person had or will have a direct or indirect material interest reportable under SEC rules.
     In addition, our Corporate Code of Conduct describes our expectation that all directors, officers and employees who may have a potential or apparent conflict of interest to notify their supervisor or our legal department. As described above under the “Code of Conduct” section in Part III, Item 10. of this Amendment No. 1 to Form 10-K, a copy of our Code of Conduct is posted on our website at www.genzyme.com in the Investors section under “Corporate Governance.”
DIRECTOR INDEPENDENCE
     The Board has reviewed the independence of each director, taking into account potential conflicts of interest, transactions, and other relationships that would reasonably be expected to compromise a director’s independence. To determine independence, the board relies on director responses to an annual questionnaire inquiring about, among other things, their relationships (and those of their immediate family members) with us, their affiliations, and other potential conflicts of interest. The Board has determined that Messrs. Berthiaume, Bertolini, Carpenter and Whitworth, Ms. Boudreaux, Drs. Burakoff, Cooney, Dzau, Ende, Fenton and Syron and Senator Mack are independent directors as defined by the applicable NASDAQ listing standards. Mr. Termeer is not independent because of his employment as our chief executive officer.

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Item 14.   PRINCIPAL ACCOUNTING FEES AND SERVICES
PRINCIPAL ACCOUNTANT AUDIT FEES AND SERVICES FEES
     The firm of PricewaterhouseCoopers LLP, independent registered public accounting firm, audited our financial statements for the years ending December 31, 2010 and 2009.
     The following table presents fees for professional services rendered for the two most recent fiscal years. The audit-related and tax fees for 2010 and 2009 did not exceed 100% of total audit fees for the respective years. There are no other fees in 2010 and 2009 other than as set forth below.
                 
    2010   2009
    (amounts in thousands)
Audit fees(1)
  $ 6,877     $ 5,365  
 
               
Audit-related fees(2)
    2,602       254  
 
               
Tax fees
               
 
               
Tax compliance
  $ 2,100     $ 1,149  
 
               
Other tax(3)
          294  
 
               
All Other Fees(4)
  $ 250     $  
 
(1)   Audit fees include fees incurred for professional services rendered by PricewaterhouseCoopers LLP for the audit of our annual financial statements and of our internal control over financial reporting, the review of our interim financial statements included in our Forms 10-Q, the statutory audits of our foreign subsidiaries and accounting consultations necessary for the rendering of an opinion on our financial statements.
 
(2)   Audit-related services include services in connection with the SEC registration statements, due diligence and other acquisition-related services, and statutorily required audits of the financial statements of various benefit plans.
 
(3)   Other tax services include acquisition-related tax structuring, worldwide tax planning and other tax consultation.
 
(4)   Other fees consisted mainly of consulting services to assist with our assessment and establishment of an enterprise risk management program.
AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES
     Our audit committee has instituted an Outside Auditor Independence Policy, which permits the utilization of our independent auditors for audit, audit-related, and tax services only, subject to the audit committee’s approval, and limits the audit-related and tax services to 120% of the total anticipated audit service fees for each year, without prior approval of the committee. This policy prohibits the utilization of our independent auditors for services other than audit, audit-related and tax services, and requires quarterly reports to our audit committee. The policy lists specific services which the committee allows, as well as specific services which are prohibited, consistent with the SEC’s release number 33-8183 (“Strengthening the Commission’s Requirements Regarding Auditor Independence”), effective May 6, 2003. All of the non-audit services for 2010 and 2009 were pre-approved by the audit committee in accordance with our Outside Auditor Independence Policy.

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PART IV
Item 15.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES
     (a)(1). Financial Statements
     The following financial statements (and related notes) of Genzyme Corporation and Subsidiaries were filed under Part II, Item 8., “Financial Statements and Supplementary Data,” of the Original Filing:
         
    Page  
Report of Independent Registered Public Accounting Firm
    109  
Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2010, 2009 and 2008
    110  
Consolidated Balance Sheets as of December 31, 2010 and 2009
    111  
Consolidated Statements of Cash Flows for the Years Ended December 31, 2010, 2009 and 2008
    112  
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2010, 2009 and 2008
    114  
Notes to Consolidated Financial Statements
    115  
     (b). Exhibits
         
EXHIBIT NO.   DESCRIPTION
  2.1    
License and Asset Purchase Agreement dated as of March 30, 2009 and related Letter Agreements between Genzyme Corporation and Bayer Schering Pharma AG, and License Agreement dated as of May 29, 2009 between Genzyme Corporation and Alcafleu Management GmbH & Co. KG. Filed as Exhibit 2.1 to Genzyme’s Form 10-Q for the quarter ended June 30, 2010.*(†)
       
 
  2.2    
Asset Purchase Agreement, dated September 13, 2010, between Genzyme Corporation and Laboratory Corporation of America Holdings. Filed as Exhibit 2.1 to Genzyme’s Form 8-K filed on September 19, 2010.*
       
 
  2.3    
Agreement and Plan of Merger, dated February 16, 2011, by and among Genzyme Corporation, Sanofi-Aventis and GC Merger Corp. Filed as Exhibit 2.1 to Genzyme’s Form 8-K filed on February 16, 2011.*
       
 
  3.1    
Restated Articles of Organization of Genzyme Corporation, as amended. Filed as Exhibit 3.1 to Genzyme’s Form 8-K filed June 22, 2010.*
       
 
  3.2    
By-laws of Genzyme Corporation, as amended. Filed as Exhibit 3.2 to Genzyme’s Form 8-K filed June 22, 2010.*
       
 
  3.3    
Certificate of Limited Partnership of Genzyme Therapeutics Products Limited Partnership, dated December 21, 2005. Filed as Exhibit 3.3 to Genzyme’s Form S-4 filed September 7, 2010.*
       
 
  3.4    
Limited Partnership Agreement of Genzyme Therapeutics Products Limited Partnership, dated July 1, 2006. Filed as Exhibit 3.4 to Genzyme’s Form S-4 filed September 7, 2010.*
       
 
  3.5    
Amendment No. 1 to Limited Partnership Agreement of Genzyme Therapeutics Products Limited Partnership, dated June 15, 2010. Filed as Exhibit 3.5 to Genzyme’s Form S-4 filed September 7, 2010.*
       
 
  4.1    
Indenture dated as of June 17, 2010 by and between Genzyme Corporation and The Bank on New York Mellon Trust Company, N.A., as Trustee. Filed as Exhibit 4.1(a) to Genzyme’s Form 8-K filed on June 17, 2010.*
       
 
  4.1.1    
First Supplemental Indenture dated as of June 17, 2010 by and among Genzyme Corporation, the Subsidiary Guarantor(s) party thereto from time to time and The Bank of New York Mellon Trust Company, N.A., as Trustee (including forms of 3.625% Senior Note due 2015 and 5.000% Senior Note due 2020). Filed as Exhibit 4.1(b) to Genzyme’s Form 8-K filed on June 17, 2010.*
       
 
  4.1.2    
Guarantee and Second Supplemental Indenture dated as of December 28, 2010 by and among Genzyme Europe B.V., Genzyme Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee.*

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EXHIBIT NO.   DESCRIPTION
  10.1    
Lease, dated April 30, 1990, for 64 Sidney Street, Cambridge, Massachusetts between BioSurface Technology, Inc. and Forest City 64 Sidney Street, Inc. Filed as Exhibit 10.22 to BioSurface’s Registration Statement on Form S-1 (File No. 33-55874).*
       
 
  10.1.1    
Amendment to Lease, dated September 11, 1995, to the Lease Agreement dated April 30, 1990 by and between Forest City 64 Sidney Street, Inc. and Genzyme Corporation. Filed as Exhibit 10.1.1 to Genzyme’s Form 10-K for the year ended December 31, the year ended December 31, 2003.*
       
 
  10.1.2    
Second Amendment to Lease, dated March 1, 1996, to the Lease Agreement dated April 30, 1990 by and between Forest City 64 Sidney Street, Inc. and Genzyme Corporation. Filed as Exhibit 10.1.2 to Genzyme’s Form 10-K for the year ended December 31, 2003.*
       
 
  10.1.3    
Letter Amendment, dated December 30, 1999, to the Lease Agreement dated April 30, 1990, by and between Forest City 64 Sidney Street, Inc. and Genzyme Corporation. Filed as Exhibit 10.1.3 to Genzyme’s Form 10-K for the year ended December 31, 2003.*
       
 
  10.1.4    
Fourth Amendment to Lease, dated March 23, 2001, to the Lease Agreement dated April 30, 1990, by and between Forest City 64 Sidney Street, Inc. and Genzyme Corporation. Filed as Exhibit 10.1.4 to Genzyme’s Form 10-K for the year ended December 31, 2003.*
       
 
  10.1.5    
Lease Agreement dated November 30, 2005 by and between Forest City 64 Sidney Street, Inc. and Genzyme Corporation. Filed as Exhibit 10.1.5 to Genzyme’s Form 10-K for the year ended December 31, 2006.*
       
 
  10.1.6    
First Amendment to Lease, dated May 21, 2010, to the Lease Agreement dated November 30, 2005 by and between FC 64 Sidney, Inc. and Genzyme Corporation. Filed as Exhibit 10.1 to Genzyme’s Form 10-Q for the quarter ended June 30, 2010.*(†)
       
 
  10.2    
Lease, dated June 1, 1992, for land at Allston Landing, Allston, Massachusetts, between Allston Landing Limited Partnership and the Massachusetts Turnpike Authority. Filed as Exhibit 10.9 to Genzyme’s Form 10-K for the year ended December 31, 1993.*
       
 
  10.2.1    
First Amendment to Lease, dated July 26, 1995, to Lease dated June 1, 1992, between Allston Landing Limited Partnership and the Massachusetts Turnpike Authority. Filed as Exhibit 10.1 to Genzyme’s Form 10-Q for the quarter ended June 30, 2005.*
       
 
  10.2.2    
Second Amendment to Lease, dated December 22, 1997, to Lease dated June 1, 1992, between Allston Landing Limited Partnership and the Massachusetts Turnpike Authority. Filed as Exhibit 10.2 to Genzyme’s Form 10-Q for the quarter ended June 30, 2005.*
       
 
  10.3    
Commercial Lease, dated December 24, 1998, by and between Aventis Pasteur SA and Imtix-SangStat S.A.S. for Building C5 located at Marcy L’Etoile, Lyon, France. Filed as Exhibit 10.4 to Genzyme’s Form 10-K for the year ended December 31, 2003.*
       
 
  10.3.1    
Amendment to Commercial Lease, dated September 30, 2000, to the Lease dated December 24, 1998, by and between Aventis Pasteur SA and Imtix-SangStat S.A.S. Filed as Exhibit 10.4.1 to Genzyme’s Form 10-K for the year ended December 31, 2003.*
       
 
  10.4    
Lease, dated August 28, 2000, for Building D, Cambridge Research Park, Cambridge, Massachusetts, between Genzyme Corporation and Kendall Square LLC. Filed as Exhibit 10.4 to Genzyme’s Form 10-K for the year ended December 31, 2005.*
       
 
  10.4.1    
First Amendment to Lease, dated August 1, 2003, to the Lease dated August 28, 2000, by and between Genzyme Corporation and Kendall Square LLC. Filed as Exhibit 10.5.1 to Genzyme’s Form 10-K for the year ended December 31, 2004.*
       
 
  10.5    
Lease, dated September 3, 1990, for the land located at the Industrial Development Authority Industrial Park, County Waterford, Ireland (comprised in folio 4917 & 324IF County Waterford), by and between the Industrial Development Authority and Bausch & Lomb Ireland. Filed as Exhibit 10.2 to Genzyme’s Form 10-Q for the quarter ended September 30, 2001.*
       
 
  10.6    
Contract for Sale, dated June 25, 2001, for the premises located at the Industrial Development Authority Industrial Park, County Waterford, Ireland, (comprised in folio 4141L County Waterford) by and between Luxottica Ireland Limited and Genzyme Ireland Limited (f/k/a Gosfend Limited). Filed as Exhibit 10.1 to Genzyme’s Form 10-Q for the quarter ended September 30, 2001.*

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Table of Contents

         
EXHIBIT NO.   DESCRIPTION
  10.7    
Deed of Transfer, dated July 2, 2001, between Luxottica Ireland Limited and Genzyme Ireland Limited, related to the Lease dated September 3, 1990 for the premises located at the Industrial Development Authority Industrial Park, County Waterford, Ireland (comprised in folio 4141L County Waterford). Filed as Exhibit 10.3 to Genzyme’s Form 10-Q for the quarter ended September 30, 2001.*
       
 
  10.8    
Contract for Sale, dated August 2, 2001, for the land located at the Industrial Development Authority Industrial Park, County Waterford, Ireland (comprised in folio 4917 County Waterford), by and between the Industrial Development Authority and Genzyme Ireland Limited. Filed as Exhibit 10.4 to Genzyme’s Form 10-Q for the quarter ended September 30, 2001.*
       
 
  10.9    
Lease, dated August 24, 2001, for the land located at the Industrial Development Authority Industrial Park, County Waterford, Ireland (comprised in folio 4917 County Waterford) by the Industrial Development Authority and Genzyme Ireland Limited. Filed as Exhibit 10.5 to Genzyme’s Form 10-Q for the quarter ended September 30, 2001.*
       
 
  10.10    
Transfer of Long Lease and Other Assets, dated November 15, 2001, by and between Pharming and Genzyme Flanders.*
       
 
  10.11    
Lease, dated November 4, 2002, by and between the Province of Antwerp and Genzyme Flanders, including amendments to lease transferred pursuant to agreement dated November 15, 2001 by and between Pharming and Genzyme Flanders.*
       
 
  10.12    
Lease, dated October 21, 2010, by and between the Province of Antwerp and Genzyme Flanders.*
       
 
  10.13    
Lease, dated October 29, 2010, by and between Cipal, an inter-municipal service organization, and Genzyme Flanders.*
       
 
  10.14    
1997 Equity Incentive Plan, as amended. Filed as Exhibit 10.12 to Genzyme’s Form 10-K for the year ended December 31, 2006.*
       
 
  10.15    
1998 Director Stock Option Plan, as amended. Filed as Exhibit 10.2 to Genzyme’s Form 10-Q for the quarter ended June 30, 2006.*
       
 
  10.15.1    
Form of Non-Statutory Stock Option for grants under Genzyme’s 1998 Director Stock Option Plan. Filed as Exhibit 10.5 to Genzyme’s Form 10-Q for the quarter ended June 30, 2005.*
       
 
  10.15.2    
2007 Director Equity Plan, as amended. Filed as Exhibit 10.8 to Genzyme’s Form 10-Q for the quarter ended June 30, 2010.*
       
 
  10.15.3    
Form of Non-Statutory Stock Option Agreement for grants under Genzyme’s 2007 Director Equity Plan. Filed as Exhibit 10.3 to Genzyme’s Form 10-Q for the quarter ended June 30, 2008.*
       
 
  10.15.4    
Form of Restricted Stock Unit Award Agreement for grants under Genzyme’s 2007 Director Equity Plan. Filed as Exhibit 10.4 to Genzyme’s Form 10-Q for the quarter ended June 30, 2008.*
       
 
  10.16    
2001 Equity Incentive Plan, as amended. Filed as Exhibit 10.14 to Genzyme’s 10-K for 2006.*
       
 
  10.16.1    
Forms of Non-Statutory Stock Option Agreement for grants to executive officers under Genzyme’s 2001 Equity Incentive Plan. Filed as Exhibit 10.5 to Genzyme’s Form 10-Q for the quarter ended June 30, 2008.*
       
 
  10.16.2    
Forms of Incentive Stock Option Agreement for grants to executive officers under the 2001 Equity Incentive Plan. Filed as Exhibit 10.6 to Genzyme’s Form 10-Q for the quarter ended June 30, 2008.*
       
 
  10.17    
2004 Equity Incentive Plan, as amended. Filed as Exhibit 10.7 to Genzyme’s Form 10-Q for the quarter ended June 30, 2010.*
       
 
  10.18.1    
Forms of Incentive Stock Option Agreement for grants to executive officers under the 2004 Equity Incentive Plan. Filed as Exhibit 10.14.1 to Genzyme’s Form 10-K for the year ended December 31, 2008.*
       
 
  10.18.2    
Forms of Nonstatutory Stock Option Agreement for grants to executive officers under the 2004 Equity Incentive Plan. Filed as Exhibit 10.14.2 to Genzyme’s Form 10-K for the year ended December 31, 2008.*

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EXHIBIT NO.   DESCRIPTION
  10.18.3    
Forms of Restricted Stock Unit Award Agreement for grants to executive officers under the 2004 Equity Incentive Plan. Filed as Exhibit 10.3 to Genzyme’s Form 10-Q for the quarter ended March 31, 2008.*
       
 
  10.18.4    
Forms of Performance Restricted Stock Unit Award Agreement for grants to executive officers under the 2004 Equity Incentive Plan. Filed as Exhibit 10.3 to Genzyme’s Form 10-Q for the quarter ended March 31, 2010.*
       
 
  10.19    
Senior Executive Long-Term Incentive Program. Filed as Exhibit 10.2 to Genzyme’s Form 10-Q/A for the quarter ended March 31, 2010.*
       
 
  10.19.1    
Forms of Performance Restricted Stock Unit Award Agreement for grants to executive officers under the Senior Executive Long-Term Incentive Program. Filed as Exhibit 10.3 to Genzyme’s Form 10-Q/A for the quarter ended March 31, 2010.*
       
 
  10.20    
1996 Directors’ Deferred Compensation Plan, as amended. Filed as Exhibit 10.16 to Genzyme’s Form 10-K for the year ended December 31, 2008.*
       
 
  10.21    
Amended and Restated Executive Employment Agreement effective as of December 31, 2008 between Genzyme Corporation and Henri A. Termeer. Filed as Exhibit 10.2 to Genzyme’s Form 8-K filed December 5, 2008.*
       
 
  10.22    
Amended and Restated Executive Employment Agreement effective as of December 31, 2008 between Genzyme Corporation and Peter Wirth. Filed as Exhibit 10.3 to Genzyme’s Form 8-K filed December 5, 2008.*
       
 
  10.23    
Form of Indemnification Agreement between Genzyme Corporation and its executive officers. Filed as Exhibit 10.1 to Genzyme’s Form 10-Q for the quarter ended September 30, 2004.*
       
 
  10.24    
Form of Severance Agreement between Genzyme Corporation and its executive officers. Filed as Exhibit 10.2 to Genzyme’s Form 10-Q for the quarter ended September 30, 2007.*
       
 
  10.25    
Senior Executive Annual Cash Incentive Program. Filed as Exhibit 10.1 to Genzyme’s Form 8-K filed December 5, 2008.*
       
 
  10.25.1    
Senior Executive Annual Incentive Plan. Filed as Exhibit 10.1 to Genzyme’s Form 10-Q/A for the quarter ended March 31, 2010.*
       
 
  10.26    
Amended and Restated Collaboration Agreement, effective as of January 1, 2008, among Genzyme Corporation, BioMarin and BioMarin/Genzyme LLC. Filed as Exhibit 10.1 to Genzyme’s Form 10-Q for the quarter ended March 31, 2008.*(†)
       
 
  10.27    
Manufacturing, Marketing and Sales Agreement among Genzyme Corporation, BioMarin and BioMarin/Genzyme LLC, effective as of January 1, 2008. Filed as Exhibit 10.2 to Genzyme’s Form 10-Q for the quarter ended March 31, 2008.*(†)
       
 
  10.28    
Supply Agreement, dated January 24, 2006, by and between Cambrex Charles City, Inc. and Genzyme Corporation. Filed as Exhibit 10.1 to Genzyme’s Form 10-Q for the quarter ended September 30, 2006.*(†)
       
 
  10.29    
Contract Manufacturing Agreement dated September 14, 2001, as amended, between GelTex and The Dow Chemical Company. Filed as Exhibit 10.35 to Genzyme’s Form 10-K for the year ended December 31, 2002.*(†)
       
 
  10.29.1    
Second Amendment, dated October 9, 2002, to Contract Manufacturing Agreement dated September 14, 2001, between GelTex and The Dow Chemical Company. Filed as Exhibit 10.34.1 to Genzyme’s Form 10-K for the year ended December 31, 2003.*(†)
       
 
  10.29.2    
Third Amendment, dated December 8, 2003, to Contract Manufacturing Agreement dated September 14, 2001, between GelTex and The Dow Chemical Company. Filed as Exhibit 10.34.2 to Genzyme’s Form 10-K for the year ended December 31, 2003.*(†)
       
 
  10.29.3    
Fourth Amendment, dated July 1, 2004, to Contract Manufacturing Agreement dated September 14, 2001, between GelTex and The Dow Chemical Company. Filed as Exhibit 10.29.3 to Genzyme’s Form 10-K for the year ended December 31, 2004.*(†)

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EXHIBIT NO.   DESCRIPTION
  10.29.4    
Amended and Restated Contract Manufacturing Agreement signed as of December 15, 2006, between Genzyme Corporation (as successor to GelTex) and The Dow Chemical Company. Filed with Genzyme’s Form 8-K filed on December 21, 2006.*(†)
       
 
  10.30    
North American Termination and Transition Agreement, dated November 3, 2004, by and between Genzyme Corporation and Wyeth. Filed as Exhibit 10.31 to Genzyme’s Form 10-K for the year ended December 31, 2004.*(†)
       
 
  10.31    
Purchase and Supply Agreement, effective as of January 1, 2005, by and between Genzyme Corporation and Invitrogen Corporation. Filed as Exhibit 10.3 to Genzyme’s Form 10-Q for the quarter ended June 30, 2005.*(†)
       
 
  10.31.1    
Amendment No. 2 effective as of January 1, 2007 to Purchase and Supply Agreement, effective as of January 1, 2005, by and between Genzyme Corporation and Invitrogen Corporation. Filed as Exhibit 10.1 to Genzyme’s Form 10-Q for the quarter ended June 30, 2007.*(†)
       
 
  10.31.2    
Amended and Restated Contract Purchase and Supply Agreement between Invitrogen Corporation and Genzyme Corporation effective December 31, 2007. Filed as Exhibit 10.1 to Genzyme’s Form 10-Q for the quarter ended September 30, 2007.*(†)
       
 
  10.32    
License and Co-Development Agreement between Genzyme Corporation and Isis Pharmaceuticals, Inc. dated June 24, 2008. Filed as Exhibit 10.7 to Genzyme’s Form 10-Q for the quarter ended June 30, 2008.*(†)
       
 
  10.33    
License Agreement dated as of January 1, 1995 and First Amendment thereto, dated as of October 7, 2003, between Genzyme Corporation and Mount Sinai School of Medicine of the City University of New York. Filed as Exhibit 10.10 to Genzyme’s Form 10-Q for the quarter ended June 30, 2010.*(†)
       
 
  10.34    
Technology Transfer and Supply Agreement between Genzyme Corporation and Hospira Worldwide, Inc. effective December 31, 2009. Filed as Exhibit 10.29 to Genzyme’s Form 10-K for the year ended December 31, 2009.*
       
 
  10.35    
Master Supply Agreement dated as of June 30, 2010 among Genzyme Corporation, Genzyme Ireland Limited and Hospira Worldwide, Inc. Filed as Exhibit 10.9 to Genzyme’s Form 10-Q for the quarter ended June 30, 2010.*(†)
       
 
  10.36    
Credit Agreement, dated July 14, 2006, among Genzyme Corporation and those of its subsidiaries party thereto, the lenders listed therein, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A., as syndication agent, ABN AMRO Bank N.V., Citizens Bank of Massachusetts and Wachovia Bank, National Association, as co-documentation agents. Filed with Genzyme’s Form 8-K filed on July 19, 2006.*
       
 
  10.36.1    
Amendment, dated as of November 30, 2010, to the Credit Agreement, dated as of July 14, 2006, among Genzyme Corporation and those of its subsidiaries party thereto, J.P. Morgan Chase Bank, N.A., as administrative agent, Bank of America, N.A., as syndication agent, and the co-documentation agents, co-agents and other lenders named therein.*
       
 
  10.37    
Amended and Restated Agreement dated April 14, 2010 between Genzyme Corporation, Relational Investors LLC, Ralph V. Whitworth and the other parties identified therein. Filed as Exhibit 99.1 to Genzyme’s Form 8-K filed on April 15, 2010.*
       
 
  10.38    
Agreement dated June 9, 2010 between Genzyme Corporation, Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Partners Master Fund II L.P., Icahn Partners Master Fund III L.P. and High River Limited Partnership. Filed as Exhibit 99.1 to Genzyme’s Form 8-K filed on June 30, 2010.*
       
 
  10.39    
Consent Decree dated May 24, 2010 between Genzyme Corporation and the United States Food and Drug Administration. Filed as Exhibit 99.1 to Genzyme’s Form 8-K filed on May 24, 2010.*
       
 
  10.40    
Registration Rights Agreement dated June 17, 2010 by and among Genzyme Corporation, Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co. and Banc of America Securities LLC. Filed as Exhibit 10.1 to Genzyme’s Form 8-K filed on June 17, 2010.*
       
 
  10.41    
Master Confirmation Agreement dated June 17, 2010 between Genzyme Corporation and Goldman, Sachs & Co. Filed as Exhibit 10.3 to Genzyme’s Form 10-Q for the quarter ended June 30, 2010.*

42



Table of Contents

         
EXHIBIT NO.   DESCRIPTION
  10.41.1    
Supplemental Confirmation dated June 17, 2010 between Genzyme Corporation and Goldman, Sachs &Co. Filed as Exhibit 10.3.1 to Genzyme’s Form 10-Q for the quarter ended June 30, 2010.*(†)
       
 
  21.1    
Subsidiaries of Genzyme Corporation.*
       
 
  23.1    
Consent of PricewaterhouseCoopers LLP.*
       
 
  31.1    
Certification of the Chief Executive Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002.*
       
 
  31.2    
Certification of the Chief Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002.*
       
 
  31.3    
Certification of the Chief Executive Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002.**
       
 
  31.4    
Certification of the Chief Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002.**
       
 
  32.1    
Certification of the Chief Executive Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002. Previously furnished.
       
 
  32.2    
Certification of the Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002. Previously furnished.
       
 
  101    
The following materials from Genzyme Corporation’s Form 10-K for the year ended December 31, 2010, formatted in eXtensible Business Reporting Language (XBRL):(i) Consolidated Statements of Operations, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Cash Flows and (iv) Notes Consolidated Financial Statements. Previously furnished.
 
*   Previously filed.
 
  Confidential treatment has been requested or granted for the deleted portions of this Exhibit.
 
**   Filed herewith.
EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS
     Exhibits 10.14 through 10.25.1 above are management contracts or compensatory arrangements in which our executive officers or directors participate.

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Table of Contents

SIGNATURES
     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized.
         
  GENZYME CORPORATION
 
 
  By:   /s/ Michael S. Wyzga    
    Michael S. Wyzga   
    Executive Vice President, Finance And Chief Financial Officer   
 
Dated: March 24, 2011

44


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K/A’ Filing    Date    Other Filings
12/31/12
5/21/12
5/22/11
5/21/11
4/1/11
Filed on:3/24/11SC TO-T/A
3/18/11SC TO-T/A
3/7/11425,  SC 14D9/A,  SC TO-T/A
3/1/1110-K
2/16/11425,  8-K,  SC 14D9/A,  SC TO-T/A
2/10/115,  SC 13G
1/1/11
For Period End:12/31/1010-K,  4,  5,  5/A
12/28/10
11/30/10
10/29/10SC TO-T/A,  UPLOAD
10/21/10SC 14D9/A
10/1/10
9/19/10
9/13/108-K
9/7/1010-Q/A,  S-4
7/26/10
7/23/104
6/30/1010-Q,  10-Q/A,  4,  8-K
6/22/108-K,  UPLOAD
6/17/108-K
6/16/103,  4,  8-K
6/15/104,  8-K
6/9/108-K,  DEFA14A,  DFAN14A
5/24/104,  8-K,  DEFA14A
5/21/104,  DEFA14A
5/17/104
4/15/108-K,  DEFA14A
4/14/103,  4,  8-K,  UPLOAD
4/1/10
3/31/1010-Q,  10-Q/A,  4,  CORRESP,  DEFA14A,  PRER14A
3/15/104
3/1/1010-K,  3
2/24/104
1/1/10
12/31/0910-K,  11-K,  4,  5
11/11/09
5/29/09
3/30/098-K
2/23/094
12/31/0810-K,  11-K,  4,  5
12/5/0815-15D,  8-K,  S-8 POS
9/8/08
9/6/08
6/30/0810-Q,  4
6/24/088-K
3/31/0810-Q,  4
1/1/08
12/31/0710-K,  11-K,  4,  5,  8-K
9/30/0710-Q,  4
6/30/0710-Q,  4
1/1/07
12/31/0610-K,  11-K,  4,  5
12/21/068-K
12/15/068-K
9/30/0610-Q,  4
7/19/068-K
7/14/068-K
7/1/06
6/30/0610-Q,  4
1/24/06
12/31/0510-K,  11-K,  4,  5
12/21/05
11/30/05
6/30/0510-Q,  4
1/1/05
12/31/0410-K,  11-K,  4,  5
11/3/048-K
9/30/0410-Q,  4
7/1/044,  8-K
12/31/0310-K,  11-K,  5
12/8/03
12/1/03
10/7/03
8/1/034,  4/A
6/30/0310-Q,  15-12G,  4,  4/A,  8-A12G/A,  8-K,  S-8 POS,  SC 13D
5/6/03
12/31/0210-K,  10-K/A,  11-K
11/4/02
10/9/02SC 13G/A
11/15/01
9/30/0110-Q
9/14/01
8/24/01
8/2/01
7/2/01
6/25/01S-3
3/23/01
9/30/0010-Q
8/28/00
12/30/99
12/24/98
12/22/97
3/1/96
9/11/95
7/26/95
1/1/95
12/31/93
6/1/92
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