10-K/A 1 a10-ka.txt FORM 10-K/A -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------ FORM 10-K/A ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 COMMISSION FILE NO. 0-14680 GENZYME CORPORATION (Exact name of Registrant as specified in its charter) MASSACHUSETTS 06-1047163 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) ONE KENDALL SQUARE 02139 CAMBRIDGE, MASSACHUSETTS (Zip Code) (Address of principal executive offices)
(617) 252-7500 (Registrant's telephone number, including area code) ------------------------------ Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: GENZYME GENERAL DIVISION COMMON STOCK, $0.01 PAR VALUE ("GENZ STOCK") GENZYME MOLECULAR ONCOLOGY DIVISION COMMON STOCK, $0.01 PAR VALUE ("GZMO STOCK") GENZYME SURGICAL PRODUCTS DIVISION COMMON STOCK, $0.01 PAR VALUE ("GZSP STOCK") GENZYME TISSUE REPAIR DIVISION COMMON STOCK, $0.01 PAR VALUE ("GZTR STOCK") GENZ STOCK PURCHASE RIGHTS GZMO STOCK PURCHASE RIGHTS GZSP STOCK PURCHASE RIGHTS GZTR STOCK PURCHASE RIGHTS 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 twelve 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 /X/ No / / 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. / / Aggregate market value of voting stock held by non-affiliates of the Registrant as of March 1, 2000: $ 5,874,532,711 Number of shares of the Registrant's GENZ Stock outstanding as of March 1, 2000: 84,710,732 Number of shares of the Registrant's GZMO Stock outstanding as of March 1, 2000: 13,514,512 Number of shares of the Registrant's GZSP Stock outstanding as of March 1, 2000: 14,854,067 Number of shares of the Registrant's GZTR Stock outstanding as of March 1, 2000: 28,524,138 ------------------------------ DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant's Annual Reports to Stockholders for its General Division, Molecular Oncology Division, Surgical Products Division and Tissue Repair Division for the fiscal year ended December 31, 1999 were incorporated by reference into Parts I and II of this Form 10-K and portions of the Registrant's Proxy Statement for the Annual Meeting of Stockholders held on May 25, 2000 are incorporated by reference into Part III of this Form 10-K/A. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- This Annual Report on Form 10-K/A constitutes Amendment No. 1 to the Registrant's Form 10-K for the fiscal year ended December 31, 1999 (as amended, hereinafter referred to as this "Annual Report on Form 10-K/A"). Item 14 is hereby amended as follows: - Exhibit 10.49, Agreement and Plan of Merger dated as of March 6, 2000 among Genzyme, Seagull Merger Corporation and BioMatrix, Inc. is incorporated by reference to Exhibit 99.1 to Genzyme's 8-K filed on March 15, 2000. - Exhibit 23.2, Consent of PricewaterhouseCoopers LLP, independent accountants, relating to the financial statements of the Genzyme Retirement Savings Plan (the "Plan") is filed herewith. - Exhibit 99.3 to include information, financial statements and exhibits required by Form 11-K related to the Plan is filed herewith. NOTE REGARDING REFERENCES TO GENZYME DIVISIONS Throughout this Form 10-K/A, the words "we," "us," "our" and "Genzyme" refer to Genzyme Corporation and all of its operating divisions taken as a whole, and "our board of directors" refers to the board of directors of Genzyme Corporation. In addition, we refer to our four operating divisions as follows: - Genzyme General Division = "Genzyme General;" - Genzyme Molecular Oncology Division = "Genzyme Molecular Oncology;" - Genzyme Surgical Products Division = "Genzyme Surgical Products;" and - Genzyme Tissue Repair Division = "Genzyme Tissue Repair." ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (A)(1). FINANCIAL STATEMENTS We are incorporating the following financial statements (and related notes) of Genzyme General and Genzyme Corporation and Subsidiaries into this section by reference from the 1999 Genzyme General annual report to stockholders:
PAGE* -------- GENZYME GENERAL Combined Statements of Operations for the years ended December 31, 1999, 1998 and 1997........................ GG-16 Combined Balance Sheets as of December 31, 1999 and 1998.................................................... GG-17 Combined Statements of Cash Flows for the years ended December 31, 1999, 1998 and 1997........................ GG-18 Notes to Combined Financial Statements.................... GG-20 Report of Independent Accountants......................... GG-40 GENZYME CORPORATION AND SUBSIDIARIES Consolidated Statements of Operations for the years ended December 31, 1999, 1998 and 1997........................ GCS-23 Consolidated Balance Sheets as of December 31, 1999 and 1998.................................................... GCS-25 Consolidated Statements of Cash Flows for the years ended December 31, 1999, 1998 and 1997........................ GCS-28 Consolidated Statements of Stockholders' Equity for the years ended December 31, 1999, 1998 and 1997............ GCS-30 Notes to Consolidated Financial Statements................ GCS-33 Report of Independent Accountants......................... GCS-74
------------------------ * References are to page numbers in the 1999 Genzyme General annual report to stockholders. We are incorporating the following financial statements (and related notes) of Genzyme Molecular Oncology into this section by reference from the 1999 Genzyme Molecular Oncology annual report to stockholders:
PAGE* -------- GENZYME MOLECULAR ONCOLOGY Combined Statements of Operations for the years ended December 31, 1999, 1998 and 1997........................ GMO-13 Combined Balance Sheets as of December 31, 1999 and 1998.................................................... GMO-14 Combined Statements of Cash Flows for the years ended December 31, 1999, 1998 and 1997........................ GMO-15 Notes to Combined Financial Statements.................... GMO-16 Report of Independent Accountants......................... GMO-28
------------------------ * References are to page numbers in the 1999 Genzyme Molecular Oncology annual report to stockholders. We are incorporating the following financial statements (and related notes) of Genzyme Surgical Products into this section by reference from the 1999 Genzyme Surgical Products annual report to stockholders:
PAGE* -------- GENZYME SURGICAL PRODUCTS Combined Statements of Operations for the years ended December 31, 1999, 1998 and 1997........................ GSP-14 Combined Balance Sheets as of December 31, 1999 and 1998.................................................... GSP-15 Combined Statements of Cash Flows for the years ended December 31, 1999, 1998 and 1997........................ GSP-16 Notes to Combined Financial Statements.................... GSP-17 Report of Independent Accountants......................... GSP-30
------------------------ * References are to page numbers in the 1999 Genzyme Surgical Products annual report to stockholders. We are incorporating the following financial statements (and related notes) of Genzyme Tissue Repair into this section by reference from the 1999 Genzyme Tissue Repair annual report to stockholders:
PAGE* -------- GENZYME TISSUE REPAIR Combined Statements of Operations for the years ended December 31, 1999, 1998 and 1997........................ GTR-11 Combined Balance Sheets as of December 31, 1999 and 1998.................................................... GTR-12 Combined Statements of Cash Flows for the years ended December 31, 1999, 1998 and 1997........................ GTR-13 Notes to Combined Financial Statements.................... GTR-14 Report of Independent Accountants......................... GTR-25
------------------------ * References are to page numbers in the 1999 Genzyme Tissue Repair annual report to stockholders. (A)(2). FINANCIAL STATEMENT SCHEDULES The schedules listed below for Genzyme General, Genzyme Surgical Products, Genzyme Tissue Repair and Genzyme Corporation and Subsidiaries are filed as part of this Form 10-K/A:
PAGE* --------- GENZYME GENERAL Schedule II-Valuation and Qualifying Accounts............. GG-41 GENZYME SURGICAL PRODUCTS Schedule II-Valuation and Qualifying Accounts............. GSP-31 GENZYME TISSUE REPAIR Schedule II-Valuation and Qualifying Accounts............. GTR-26 GENZYME CORPORATION AND SUBSIDIARIES Schedule II-Valuation and Qualifying Accounts............. GCS-75
All other schedules are omitted as the information required is inapplicable or the information is presented in (i) the Genzyme General Combined Financial Statements or notes thereto, (ii) the Genzyme Surgical Products Combined Financial Statements or notes thereto, (iii) the Genzyme Tissue Repair Combined Financial Statements or notes thereto or (iv) the Genzyme Corporation and Subsidiaries Consolidated Financials or notes thereto. (A)(3). EXHIBITS The exhibits are listed below under Part IV, Item 14(c) of this Form 10-K/A. (B). REPORTS ON FORM 8-K On March 23, 2000, we filed a Current Report on Form 8-K relating to board authorization of an amendment to our charter for the purpose of updating the terms of our tracking stock to include the types of rights and other terms contained in more recently introduced tracking stocks of other companies. On March 15, 2000, we filed a Current Report on Form 8-K relating to the execution of an Agreement and Plan of Merger pursuant to which we will effect a business combination through the merger of Biomatrix, Inc. with and into a wholly-owned subsidiary of Genzyme. On January 10, 2000, we filed a Current Report on Form 8-K relating to the conversion of Genzyme Tissue Repair's $13.0 million 5% convertible subordinated note. On October 21, 1999, we filed a Current Report on Form 8-K to announce that we entered into an Agreement and Plan of Merger which provided for the merger of Cell Genesys, Inc. with and into a subsidiary of Genzyme. On December 22, 1999, we issued a press release announcing that we terminated the definitive agreement to acquire Cell Genesys, Inc. (C). EXHIBITS
EXHIBIT NO. DESCRIPTION --------------------- ----------- *3.1 -- Restated Articles of Organization of Genzyme, as amended. Filed as Exhibit 1 to Genzyme's Registration Statement on Form 8-A dated June 18, 1997. *3.2 -- By-laws of Genzyme as amended. Filed as Exhibit 3.2 to Genzyme's Form 10-Q for the quarter ended September 30, 1999. *4.1 -- Series Designation for Genzyme Molecular Oncology Division Common Stock, $.01 par value. Filed as Exhibit 2 to Genzyme's Registration Statement on Form 8-A dated June 18, 1997. *4.2 -- Series Designation for Genzyme Series A, Series B, Series C and Series D Junior Participating Preferred Stock, $.01 par value. Filed as Exhibit 2 to Amendment No. 1 to Genzyme's Registration Statement on Form 8-A dated June 11, 1999. *4.3 -- Amended and Restated Renewed Rights Agreement dated as of June 10, 1999 between Genzyme and American Stock Transfer & Trust Company. Filed as Exhibit 4 to Amendment No. 1 to our Registration Statement on Form 8-A dated June 11, 1999. Genzyme's Report on Form 8-K dated March 17, 1999. *4.4 -- Warrant issued to Richard Warren, Ph.D. Filed as Exhibit 4 to the Form 8-K of IG Laboratories, Inc. dated October 11, 1990 (File No. 0-18439). *4.5 -- Series Designation for Genzyme Surgical Products Division Common Stock, $.01 par value. Filed as Exhibit 2 to Genzyme's Registration Statement on Form 8-A dated June 11, 1999. *4.6 -- Form of Genzyme General Division Convertible Debenture. Filed as Exhibit 10.7 to Genzyme's Form 10-Q for the quarter ended September 30, 1997. *4.7 -- Registration Rights Agreement dated as of August 29, 1997 by and among Genzyme and the entities listed on the signature pages thereto. Filed as Exhibit 10.8 to Genzyme's Form 10-Q for the quarter ended September 30, 1997. *4.8 -- Warrant Agreement between Genzyme and Comdisco, Inc. Filed as Exhibit 10.22 to a Form 10 of PharmaGenics, Inc. (File No. 0-20138).
EXHIBIT NO. DESCRIPTION --------------------- ----------- *4.9 -- Indenture, dated as of May 22, 1998, between Genzyme and State Street Bank and Trust Company, as Trustee, including the form of Note. Filed as Exhibit 4.3 to Genzyme's Registration Statement on Form S-3 (File No. 333-59513). *4.10 -- Registration Rights Agreement, dated as of May 19, 1998, among Genzyme, Credit Suisse First Boston Corporation, Goldman, Sachs & Co. and Cowen & Company. Filed as Exhibit 4.4 to Genzyme's Registration Statement on Form S-3 (File No. 333-59513). *4.11 -- Purchase Agreement, dated as of May 19, 1998, among Genzyme, Credit Suisse First Boston Corporation, Goldman, Sachs & Co. and Cowen & Company. Filed as Exhibit 4.5 to Genzyme's Registration Statement on Form S-3 (File No. 333-59513). *10.1 -- Leases by Whatman Reeve Angel Limited to Whatman Biochemicals Limited dated May 1, 1981. Filed as Exhibit 10.12 to Genzyme's Registration Statement on Form S-1 (File No. 33-4904). *10.2 -- Lease dated as of September 15, 1989 for 95-111 Binney Street, Cambridge, Massachusetts between Genzyme and the Trustees of the Cambridge East Trust. Filed as Exhibit 10.2 to Genzyme's Form 10-K for 1992. First amendment of lease dated February 28, 1994. Filed as Exhibit 10.2 to Genzyme's Form 10-K for 1993. *10.3 -- Lease dated December 20, 1988 for Building 1400, One Kendall Square, Cambridge, Massachusetts between Genzyme and the Trustees of Old Binney Realty Trust, as amended by letters dated December 20, 1988, January 19, 1989 and January 31, 1989. Filed as Exhibit 10.18 to Genzyme's Form 10-K for 1988. Addendum dated September 20, 1991 to Lease for Building 1400, One Kendall Square, Cambridge, Massachusetts. Filed as Exhibit 19.1 to Genzyme's Form 10-Q for the quarter ended September 30, 1991. Addenda dated August 2, 1990 and April 6, 1993 to Lease for Building 1400, One Kendall Square, Cambridge, Massachusetts. Filed as Exhibit 10.3 to Genzyme's Form 10-K for 1993. *10.4 -- Lease dated December 20, 1988 for Building 700, One Kendall Square, Cambridge, Massachusetts between Genzyme and Trustees of Old Kendall Realty Trust, as amended by letters dated December 20, 1988 and January 31, 1989. Filed as Exhibit 10.19 to Genzyme's Form 10-K for 1988. *10.5 -- Lease dated September 30, 1985 for 51 New York Avenue, Framingham, Massachusetts. Filed as Exhibit 10.8 to Genzyme's Form 10-K for 1990. Amendment No. 1, dated October 11, 1990, and Amendment No. 2, dated May 12, 1993, to lease for 51 New York Avenue, Framingham, Massachusetts. Filed as Exhibit 10.5 to Genzyme's Form 10-K for 1993. *10.6 -- 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). *10.7 -- Sublease Lease dated May 22, 1992 for three buildings at 74-84 New York Avenue, Framingham, Massachusetts between Genzyme and Prime Computer, Inc. Filed as Exhibit 10.7 to Genzyme's Form 10-K for 1993. *10.8 -- Lease dated May 22, 1992 for three buildings at 74-84 New York Avenue, Framingham, Massachusetts between Genzyme and Mark L. Fins, David J. Winstanley and Bruce A. Gurall, tenants in common. Filed as Exhibit 10.8 to Genzyme's Form 10-K for 1993. *10.9 -- 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 1993.
EXHIBIT NO. DESCRIPTION --------------------- ----------- *10.10 -- Underlease for Block 13 building at Kings Hill Business Park West Malling Kent among Rouse and Associates Block 13 Limited, Genzyme (UK) Limited and Genzyme. Filed as Exhibit 10.11 to Genzyme's Registration Statement on Form 8-B dated December 31, 1991, filed on March 2, 1992. *10.11 -- Lease dated November 12, 1998 for Metrowest Place, 15 Pleasant Street Connector, Framingham, Massachusetts, between Consolidated Group Service Company Limited Partnership and Genzyme. *10.12 -- Agreement of Limited Partnership dated as of September 13, 1989 between Genzyme Development Corporation II, as General Partner, and each of the Limited Partners named therein. Filed as Exhibit 10(aa) to Genzyme's Registration Statement on Form S-4 (File No. 33-32343). *10.13 -- Cross License Agreement dated as of September 13, 1989 between Genzyme and Genzyme Development Partners, L.P. Filed as Exhibit 10(bb) to Genzyme's Registration Statement on Form S-4 (File No. 33-32343). *10.14 -- Development Agreement dated as of September 13, 1989 between Genzyme and Genzyme Development Partners. Filed as Exhibit 10(cc) Genzyme's Registration Statement on Form S-4 (File No. 33-32343). *10.15 -- Amendment No. 1 dated January 4, 1994 to Development Agreement dated as of September 13, 1989 between Genzyme and Genzyme Development Partners. Filed as Exhibit 10.14 to Genzyme's Form 10-K for 1993. *10.16 -- Partnership Purchase Option Agreement dated as of September 13, 1989 between Genzyme, Genzyme Development Corporation II, Genzyme Development Partners, each Class A Limited Partner and the Class B Limited Partner. Filed as Exhibit 10(dd) to Genzyme's Registration Statement on Form S-4 (File No. 33-32343). *10.17 -- Partnership Purchase Agreement, undated and unexecuted, between Genzyme Corporation, Genzyme Development Corporation II, Genzyme Development Partners, each Class A Limited Partner and the Class B Limited Partner, as the case may be. Filed as Exhibit 10(ee) to Genzyme's Registration Statement on Form S-4 (File No. 33-32343). *10.18 -- Amended and Restated Joint Venture Agreement between Genzyme and Genzyme Development Partners. Filed as Exhibit 10.1 to Genzyme Development Partners' Form 10-Q for the quarter ended March 31, 1997 (File No. 0-18554). *10.19 -- Tax Indemnification Agreement between Genzyme and General Development Partners. Filed as Exhibit 10.2 to Genzyme Development Partners' Form 10-Q for the quarter ended March 31, 1997 (File No. 0-18554). *10.20 -- Marketing and Distribution Agreement between Genzyme and Genzyme Ventures II. Filed as Exhibit 10.3 to Genzyme Development Partners' Form 10-Q for the quarter ended March 31, 1997 (File No. 0-18554). *10.21 -- Technology License and Supply Agreement dated as of September 8, 1989 between Imedex and Genzyme. Filed as Exhibit 10.30 to Genzyme's Form 10-K for 1990.** *10.22 -- 1998 Director Stock Option Plan, as amended. Filed as Exhibit 10.22 to Genzyme's Form 10-K for 1998. *10.23 -- 1990 Equity Incentive Plan, as amended. Filed as Exhibit 99.1 to Genzyme's Form S-8 dated August 8, 1997 (File No. 333-33249). *10.24 -- 1999 Employee Stock Purchase Plan. *10.25 -- 1996 Directors' Deferred Compensation Plan. Filed as Exhibit 99.1 to Genzyme's Form S-8 dated August 8, 1997 (File No. 333-33251).
EXHIBIT NO. DESCRIPTION --------------------- ----------- *10.26 -- Executive Employment Agreement dated as of January 1, 1990 between Genzyme and Henri A. Termeer. Filed as Exhibit 10.32 to Genzyme's Form 10-K for 1990. *10.27 -- Form of Severance Agreement between Genzyme and certain senior executives, together with schedule identifying the provisions applicable to each executive. Filed as Exhibit 10.33 to Genzyme's Form 10-K for 1990. Current schedule identifying the executives filed as Exhibit 10.27 to Genzyme's Form 10-K for 1998. *10.28 -- Form of Indemnification Agreement between Genzyme and certain senior executives, together with schedule identifying the provisions applicable to each executive. Filed as Exhibit 10.34 to Genzyme's Form 10-K for 1990. Current schedule identifying the executives filed as Exhibit 10.28 to Genzyme's Form 10-K for 1998. *10.29 -- Executive Employment Agreement dated as of January 1, 1996 between Genzyme and Peter Wirth. Filed as Exhibit 10.1 to Genzyme's Form 10-Q for the quarter ended March 31, 1996. *10.30 -- Consulting Agreement dated December 14, 1998 between Genzyme and Charles L. Cooney, Ph.D. Filed as Exhibit 10.30 to Genzyme's Form 10-K for 1998. *10.31 -- Consulting Agreement dated December 31, 1998 between Genzyme and Robert J. Carpenter. Filed as Exhibit 10.31 to Genzyme's Form 10-K for 1998. *10.32 -- Consulting Agreement dated July 1, 1998 between Genzyme and Henry E. Blair. Filed as Exhibit 10.32 to Genzyme's Form 10-K for 1998. *10.33 -- Technology Transfer Agreement between Genzyme and Genzyme Transgenics Corporation dated as of May 1, 1993. Filed as Exhibit 2.1 to the Registration Statement on Form S-1 of Genzyme Transgenics Corporation (File No. 33-62872). *10.34 -- Research and Development Agreement between Genzyme and Genzyme Transgenics Corporation dated as of May 1, 1993. Filed as Exhibit 10.1 to the Registration Statement on Form S-1 of Genzyme Transgenics Corporation (File No. 33-62872). *10.35 -- Services Agreement between Genzyme and Genzyme Transgenics Corporation dated as of May 1, 1993. Filed as Exhibit 10.2 to the Registration Statement on Form S-1 of Genzyme Transgenics Corporation (File No. 33-62872). *10.36 -- Series A Convertible Preferred Stock Purchase Agreement between Genzyme and Genzyme Transgenics Corporation dated as of May 1, 1993. Filed as Exhibit 10.5 to the Registration Statement on Form S-1 of Genzyme Transgenics Corporation (File No. 33-62872). *10.37 -- Second Amended and Restated Convertible Debt Agreement dated as of December 28, 1998 by and between Genzyme and Genzyme Transgenics Corporation. Filed as Exhibit 10.37 to Genzyme's Form 10-K for 1998. *10.38 -- Amended and Restated Operating Agreement of ATIII LLC dated as of January 1, 1998 by and among Genzyme and Genzyme Transgenics Corporation. Filed as Exhibit 10.52.1 to Genzyme Transgenics Corporation's Form 10-K for 1997 (File No. 0-21794).** *10.39 -- Purchase Agreement dated as of January 1, 1998 by and between Genzyme and Genzyme Transgenics Corporation. Filed as Exhibit 10.52.2 to Genzyme Transgenics Corporation's Form 10-K for 1997 (File No. 0-21794).** *10.40 -- Collaboration Agreement dated as of January 1, 1997 by and among Genzyme, Genzyme Transgenics Corporation and ATIII LLC. Filed as Exhibit 10.52.3 to Genzyme Transgenics Corporation's Form 10-K for 1997 (File No. 0-21794).
EXHIBIT NO. DESCRIPTION --------------------- ----------- *10.41 -- Credit Agreement dated November 12, 1999 among Genzyme and those of its subsidiaries party thereto, Fleet National Bank, as Administrative Agent,and ABN AMRO Bank N.V. as Syndication Agent and Mellon Bank, N.A. as Documentation Agent. *10.42 -- Collaboration Agreement dated as of June 17, 1997 by and among Genzyme, GelTex Pharmaceuticals, Inc. and RenaGel LLC. Filed as Exhibit 10.18 to GelTex Pharmaceuticals, Inc.'s Form 10-Q for the quarter ended June 30, 1997 (File No. 0-26872).** *10.43 -- Purchase Agreement dated as of June 17, 1997 by and between Genzyme and GelTex Pharmaceuticals, Inc. Filed as Exhibit 10.19 to GelTex Pharmaceuticals, Inc.'s Form 10-Q for the quarter ended June 30, 1997 (File No. 0-26872).** *10.44 -- Operating Agreement of RenaGel LLC dated as of June 17, 1997 by and among Genzyme, GelTex Pharmaceuticals, Inc. and RenaGel, Inc. Filed as Exhibit 10.20 to GelTex Pharmaceuticals, Inc.'s Form 10-Q for the quarter ended June 30, 1997 (File No. 0-26872). *10.45 -- Purchase Agreement dated as of August 29, 1997 by and among Genzyme Corporation and the entities listed on the signature pages thereto. Filed as Exhibit 10.5 to Genzyme's Form 10-Q for the quarter ended September 30, 1997. *10.46 -- Collaboration Agreement dated September 4, 1998 among Genzyme, BioMarin Pharmaceutical, Inc. and BioMarin/Genzyme LLC. Previously filed as Exhibit 10.24 to BioMarin Pharmaceutical, Inc.'s Registration Statement on Form S-1 (File No. 333-77701). *10.47 -- Purchase Agreement dated September 4, 1998 between Genzyme and BioMarin Pharmaceutical, Inc. Previously filed as Exhibit 10.25 to BioMarinPharmaceutical, Inc.'s Registration Statement on Form S-1 (File No. 333-77701). *10.48 -- Operating Agreement of BioMarin/Genzyme LLC. Previously filed as Exhibit 10.30 to BioMarin Pharmaceutical, Inc.'s Registration Statement on Form S-1 (File No. 333-77701). *10.49 -- Agreement and Plan of Merger dated as of March 6, 2000 by and among Genzyme, Seagull Merger Corporation and BioMatrix, Inc. Filed as Exhibit 99.1 to Genzyme's Form 8-K filed on March 15, 2000. *13.1 -- Portions of the 1999 Genzyme General Annual Report incorporated by reference into Parts I and II of this Form 10-K/A. *13.2 -- Portions of the 1999 Genzyme Molecular Oncology Annual Report incorporated by reference into Parts I and II of this Form 10-K/A. *13.3 -- Portions of the 1999 Genzyme Surgical Products Annual Report incorporated by reference into Parts I and II of this Form 10-K/A. *13.4 -- Portions of the 1999 Genzyme Tissue Repair Annual Report incorporated by reference into Parts I and II of this Form 10-K/A. *13.5 -- Portions of the 1999 Genzyme General Annual Report related to Genzyme Corporation and Subsidiaries incorporated by reference into Parts I and II of this Form 10-K/A. *21 -- Subsidiaries of the Registrant. *23.1 -- Consent of PricewaterhouseCoopers LLP. 23.2 -- Consent of PricewatehouseCoopers LLP relating to the financial statements of the Genzyme Retirement Savings Plan. Filed herewith. *27 -- Financial Data Schedule for Genzyme Corporation.
EXHIBIT NO. DESCRIPTION --------------------- ----------- *99.1 -- Management and Accounting Policies Governing the Relationship of Genzyme Divisions. Filed as Exhibit 99.1 to Genzyme's Registration Statement on Form S-3 dated March 3, 2000 (File No. 333-31548). *99.2 -- Factors Affecting Future Operating Results. 99.3 -- Genzyme Retirement Savings Plan financial statements and supplemental schedule to accompany 1999 Form 5500 Annual Report of Employee Benefit Plan under Employee Retirement Income Security Act of 1974 (the "ERISA of 1974") as of December 31, 1999 and 1998 and for the year ended December 31, 1999. Filed herewith.
------------------------ * Indicates exhibit previously filed with the Securities and Exchange Commission and incorporated herein by reference. Exhibits filed with Forms 10-K, 10-Q, 8-K, 8-A, 8-B or Schedule 14A of Genzyme Corporation were filed under Commission File No. 0-14680. ** Confidential treatment has been granted for the deleted portions of Exhibits 10.21, 10.38-10.40, 10.42 and 10.43 and 10.46 EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS Exhibits 10.22 through 10.32 above are management contracts or compensatory plans or arrangements in which the executive officers or directors of Genzyme participate. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: June 28, 2000 GENZYME CORPORATION By: /s/ MICHAEL S. WYZGA ----------------------------------------- Michael S. Wyzga SENIOR VICE PRESIDENT, FINANCE, CHIEF FINANCIAL OFFICER AND CHIEF ACCOUNTING OFFICER
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION --------------------- ----------- *3.1 -- Restated Articles of Organization of Genzyme, as amended. Filed as Exhibit 1 to Genzyme's Registration Statement on Form 8-A dated June 18, 1997. *3.2 -- By-laws of Genzyme as amended. Filed as Exhibit 3.2 to Genzyme's Form 10-Q for the quarter ended September 30, 1999. *4.1 -- Series Designation for Genzyme Molecular Oncology Division Common Stock, $.01 par value. Filed as Exhibit 2 to Genzyme's Registration Statement on Form 8-A dated June 18, 1997. *4.2 -- Series Designation for Genzyme Series A, Series B, Series C and Series D Junior Participating Preferred Stock, $.01 par value. Filed as Exhibit 2 to Amendment No. 1 to Genzyme's Registration Statement on Form 8-A dated June 11, 1999. *4.3 -- Amended and Restated Renewed Rights Agreement dated as of June 10, 1999 between Genzyme and American Stock Transfer & Trust Company. Filed as Exhibit 4 to Amendment No. 1 to our Registration Statement on Form 8-A dated June 11, 1999. Genzyme's Report on Form 8-K dated March 17, 1999. *4.4 -- Warrant issued to Richard Warren, Ph.D. Filed as Exhibit 4 to the Form 8-K of IG Laboratories, Inc. dated October 11, 1990 (File No. 0-18439). *4.5 -- Series Designation for Genzyme Surgical Products Division Common Stock, $.01 par value. Filed as Exhibit 2 to Genzyme's Registration Statement on Form 8-A dated June 11, 1999. *4.6 -- Form of Genzyme General Division Convertible Debenture. Filed as Exhibit 10.7 to Genzyme's Form 10-Q for the quarter ended September 30, 1997. *4.7 -- Registration Rights Agreement dated as of August 29, 1997 by and among Genzyme and the entities listed on the signature pages thereto. Filed as Exhibit 10.8 to Genzyme's Form 10-Q for the quarter ended September 30, 1997. *4.8 -- Warrant Agreement between Genzyme and Comdisco, Inc. Filed as Exhibit 10.22 to a Form 10 of PharmaGenics, Inc. (File No. 0-20138). *4.9 -- Indenture, dated as of May 22, 1998, between Genzyme and State Street Bank and Trust Company, as Trustee, including the form of Note. Filed as Exhibit 4.3 to Genzyme's Registration Statement on Form S-3 (File No. 333-59513). *4.10 -- Registration Rights Agreement, dated as of May 19, 1998, among Genzyme, Credit Suisse First Boston Corporation, Goldman, Sachs & Co. and Cowen & Company. Filed as Exhibit 4.4 to Genzyme's Registration Statement on Form S-3 (File No. 333-59513). *4.11 -- Purchase Agreement, dated as of May 19, 1998, among Genzyme, Credit Suisse First Boston Corporation, Goldman, Sachs & Co. and Cowen & Company. Filed as Exhibit 4.5 to Genzyme's Registration Statement on Form S-3 (File No. 333-59513). *10.1 -- Leases by Whatman Reeve Angel Limited to Whatman Biochemicals Limited dated May 1, 1981. Filed as Exhibit 10.12 to Genzyme's Registration Statement on Form S-1 (File No. 33-4904). *10.2 -- Lease dated as of September 15, 1989 for 95-111 Binney Street, Cambridge, Massachusetts between Genzyme and the Trustees of the Cambridge East Trust. Filed as Exhibit 10.2 to Genzyme's Form 10-K for 1992. First amendment of lease dated February 28, 1994. Filed as Exhibit 10.2 to Genzyme's Form 10-K for 1993.
EXHIBIT NO. DESCRIPTION --------------------- ----------- *10.3 -- Lease dated December 20, 1988 for Building 1400, One Kendall Square, Cambridge, Massachusetts between Genzyme and the Trustees of Old Binney Realty Trust, as amended by letters dated December 20, 1988, January 19, 1989 and January 31, 1989. Filed as Exhibit 10.18 to Genzyme's Form 10-K for 1988. Addendum dated September 20, 1991 to Lease for Building 1400, One Kendall Square, Cambridge, Massachusetts. Filed as Exhibit 19.1 to Genzyme's Form 10-Q for the quarter ended September 30, 1991. Addenda dated August 2, 1990 and April 6, 1993 to Lease for Building 1400, One Kendall Square, Cambridge, Massachusetts. Filed as Exhibit 10.3 to Genzyme's Form 10-K for 1993. *10.4 -- Lease dated December 20, 1988 for Building 700, One Kendall Square, Cambridge, Massachusetts between Genzyme and Trustees of Old Kendall Realty Trust, as amended by letters dated December 20, 1988 and January 31, 1989. Filed as Exhibit 10.19 to Genzyme's Form 10-K for 1988. *10.5 -- Lease dated September 30, 1985 for 51 New York Avenue, Framingham, Massachusetts. Filed as Exhibit 10.8 to Genzyme's Form 10-K for 1990. Amendment No. 1, dated October 11, 1990, and Amendment No. 2, dated May 12, 1993, to lease for 51 New York Avenue, Framingham, Massachusetts. Filed as Exhibit 10.5 to Genzyme's Form 10-K for 1993. *10.6 -- 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). *10.7 -- Sublease Lease dated May 22, 1992 for three buildings at 74-84 New York Avenue, Framingham, Massachusetts between Genzyme and Prime Computer, Inc. Filed as Exhibit 10.7 to Genzyme's Form 10-K for 1993. *10.8 -- Lease dated May 22, 1992 for three buildings at 74-84 New York Avenue, Framingham, Massachusetts between Genzyme and Mark L. Fins, David J. Winstanley and Bruce A. Gurall, tenants in common. Filed as Exhibit 10.8 to Genzyme's Form 10-K for 1993. *10.9 -- 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 1993. *10.10 -- Underlease for Block 13 building at Kings Hill Business Park West Malling Kent among Rouse and Associates Block 13 Limited, Genzyme (UK) Limited and Genzyme. Filed as Exhibit 10.11 to Genzyme's Registration Statement on Form 8-B dated December 31, 1991, filed on March 2, 1992. *10.11 -- Lease dated November 12, 1998 for Metrowest Place, 15 Pleasant Street Connector, Framingham, Massachusetts, between Consolidated Group Service Company Limited Partnership and Genzyme. *10.12 -- Agreement of Limited Partnership dated as of September 13, 1989 between Genzyme Development Corporation II, as General Partner, and each of the Limited Partners named therein. Filed as Exhibit 10(aa) to Genzyme's Registration Statement on Form S-4 (File No. 33-32343). *10.13 -- Cross License Agreement dated as of September 13, 1989 between Genzyme and Genzyme Development Partners, L.P. Filed as Exhibit 10(bb) to Genzyme's Registration Statement on Form S-4 (File No. 33-32343). *10.14 -- Development Agreement dated as of September 13, 1989 between Genzyme and Genzyme Development Partners. Filed as Exhibit 10(cc) to Genzyme's Registration Statement on Form S-4 (File No. 33-32343).
EXHIBIT NO. DESCRIPTION --------------------- ----------- *10.15 -- Amendment No. 1 dated January 4, 1994 to Development Agreement dated as of September 13, 1989 between Genzyme and Genzyme Development Partners. Filed as Exhibit 10.14 to Genzyme's Form 10-K for 1993. *10.16 -- Partnership Purchase Option Agreement dated as of September 13, 1989 between Genzyme, Genzyme Development Corporation II, Genzyme Development Partners, each Class A Limited Partner and the Class B Limited Partner. Filed as Exhibit 10(dd) to Genzyme's Registration Statement on Form S-4 (File No. 33-32343). *10.17 -- Partnership Purchase Agreement, undated and unexecuted, between Genzyme Corporation, Genzyme Development Corporation II, Genzyme Development Partners, each Class A Limited Partner and the Class B Limited Partner, as the case may be. Filed as Exhibit 10(ee) to Genzyme's Registration Statement on Form S-4 (File No. 33-32343). *10.18 -- Amended and Restated Joint Venture Agreement between Genzyme and Genzyme Development Partners. Filed as Exhibit 10.1 to Genzyme Development Partners' Form 10-Q for the quarter ended March 31, 1997 (File No. 0-18554). *10.19 -- Tax Indemnification Agreement between Genzyme and General Development Partners. Filed as Exhibit 10.2 to Genzyme Development Partners' Form 10-Q for the quarter ended March 31, 1997 (File No. 0-18554). *10.20 -- Marketing and Distribution Agreement between Genzyme and Genzyme Ventures II. Filed as Exhibit 10.3 to Genzyme Development Partners' Form 10-Q for the quarter ended March 31, 1997 (File No. 0-18554). *10.21 -- Technology License and Supply Agreement dated as of September 8, 1989 between Imedex and Genzyme. Filed as Exhibit 10.30 to Genzyme's Form 10-K for 1990.** *10.22 -- 1998 Director Stock Option Plan, as amended. Filed as Exhibit 10.22 to Genzyme's Form 10-K for 1998. *10.23 -- 1990 Equity Incentive Plan, as amended. Filed as Exhibit 99.1 to Genzyme's Form S-8 dated August 8, 1997 (File No. 333-33249). *10.24 -- 1999 Employee Stock Purchase Plan. *10.25 -- 1996 Directors' Deferred Compensation Plan. Filed as Exhibit 99.1 to Genzyme's Form S-8 dated August 8, 1997 (File No. 333-33251). *10.26 -- Executive Employment Agreement dated as of January 1, 1990 between Genzyme and Henri A. Termeer. Filed as Exhibit 10.32 to Genzyme's Form 10-K for 1990. *10.27 -- Form of Severance Agreement between Genzyme and certain senior executives, together with schedule identifying the provisions applicable to each executive. Filed as Exhibit 10.33 to Genzyme's Form 10-K for 1990. Current schedule identifying the executives filed as Exhibit 10.27 to Genzyme's Form 10-K for 1998. *10.28 -- Form of Indemnification Agreement between Genzyme and certain senior executives, together with schedule identifying the provisions applicable to each executive. Filed as Exhibit 10.34 to Genzyme's Form 10-K for 1990. Current schedule identifying the executives filed as Exhibit 10.28 to Genzyme's Form 10-K for 1998.
EXHIBIT NO. DESCRIPTION --------------------- ----------- *10.29 -- Executive Employment Agreement dated as of January 1, 1996 between Genzyme and Peter Wirth. Filed as Exhibit 10.1 to Genzyme's Form 10-Q for the quarter ended March 31, 1996. *10.30 -- Consulting Agreement dated December 14, 1998 between Genzyme and Charles L. Cooney, Ph.D. Filed as Exhibit 10.30 to Genzyme's Form 10-K for 1998. *10.31 -- Consulting Agreement dated December 31, 1998 between Genzyme and Robert J. Carpenter. Filed as Exhibit 10.31 to Genzyme's Form 10-K for 1998. *10.32 -- Consulting Agreement dated July 1, 1998 between Genzyme and Henry E. Blair. Filed as Exhibit 10.32 to Genzyme's Form 10-K for 1998. *10.33 -- Technology Transfer Agreement between Genzyme and Genzyme Transgenics Corporation dated as of May 1, 1993. Filed as Exhibit 2.1 to the Registration Statement on Form S-1 of Genzyme Transgenics Corporation (File No. 33-62872). *10.34 -- Research and Development Agreement between Genzyme and Genzyme Transgenics Corporation dated as of May 1, 1993. Filed as Exhibit 10.1 to the Registration Statement on Form S-1 of Genzyme Transgenics Corporation (File No. 33-62872). *10.35 -- Services Agreement between Genzyme and Genzyme Transgenics Corporation dated as of May 1, 1993. Filed as Exhibit 10.2 to the Registration Statement on Form S-1 of Genzyme Transgenics Corporation (File No. 33-62872). *10.36 -- Series A Convertible Preferred Stock Purchase Agreement between Genzyme and Genzyme Transgenics Corporation dated as of May 1, 1993. Filed as Exhibit 10.5 to the Registration Statement on Form S-1 of Genzyme Transgenics Corporation (File No. 33-62872). *10.37 -- Second Amended and Restated Convertible Debt Agreement dated as of December 28, 1998 by and between Genzyme and Genzyme Transgenics Corporation. Filed as Exhibit 10.37 to Genzyme's 10-K for 1998. *10.38 -- Amended and Restated Operating Agreement of ATIII LLC dated as of January 1, 1998 by and among Genzyme and Genzyme Transgenics Corporation. Filed as Exhibit 10.52.1 to Genzyme Transgenics Corporation's Form 10-K for 1997 (File No. 0-21794).** *10.39 -- Purchase Agreement dated as of January 1, 1998 by and between Genzyme and Genzyme Transgenics Corporation. Filed as Exhibit 10.52.2 to Genzyme Transgenics Corporation's Form 10-K for 1997 (File No. 0-21794).** *10.40 -- Collaboration Agreement dated as of January 1, 1997 by and among Genzyme, Genzyme Transgenics Corporation and ATIII LLC. Filed as Exhibit 10.52.3 to Genzyme Transgenics Corporation's Form 10-K for 1997 (File No. 0-21794). *10.41 -- Credit Agreement dated November 12, 1999 among Genzyme and those of its subsidiaries party thereto, Fleet National Bank, as Administrative Agent,and ABN AMRO Bank N.V. as Syndication Agent and Mellon Bank, N.A. as Documentation Agent. *10.42 -- Collaboration Agreement dated as of June 17, 1997 by and among Genzyme, GelTex Pharmaceuticals, Inc. and RenaGel LLC. Filed as Exhibit 10.18 to GelTex Pharmaceuticals, Inc.'s Form 10-Q for the quarter ended June 30, 1997 (File No. 0-26872).** *10.43 -- Purchase Agreement dated as of June 17, 1997 by and between Genzyme and GelTex Pharmaceuticals, Inc. Filed as Exhibit 10.19 to GelTex Pharmaceuticals, Inc.'s Form 10-Q for the quarter ended June 30, 1997 (File No. 0-26872).** *10.44 -- Operating Agreement of RenaGel LLC dated as of June 17, 1997 by and among Genzyme, GelTex Pharmaceuticals, Inc. and RenaGel, Inc. Filed as Exhibit 10.20 to GelTex Pharmaceuticals, Inc.'s Form 10-Q for the quarter ended June 30, 1997 (File No. 0-26872).
EXHIBIT NO. DESCRIPTION --------------------- ----------- *10.45 -- Purchase Agreement dated as of August 29, 1997 by and among Genzyme Corporation and the entities listed on the signature pages thereto. Filed as Exhibit 10.5 to Genzyme's Form 10-Q for the quarter ended September 30, 1997. *10.46 -- Collaboration Agreement dated September 4, 1998 among Genzyme, BioMarin Pharmaceutical, Inc. and BioMarin/Genzyme LLC. Previously filed as Exhibit 10.24 to BioMarin Pharmaceutical, Inc.'s Registration Statement on Form S-1 (File No. 333-77701). *10.47 -- Purchase Agreement dated September 4, 1998 between Genzyme and BioMarin Pharmaceutical, Inc. Previously filed as Exhibit 10.25 to BioMarinPharmaceutical, Inc.'s Registration Statement on Form S-1 (File No. 333-77701). *10.48 -- Operating Agreement of BioMarin/Genzyme LLC. Previously filed as Exhibit 10.30 to BioMarin Pharmaceutical, Inc.'s Registration Statement on Form S-1 (File No. 333-77701). *10.49 -- Agreement and Plan of Merger dated as of March 6, 2000 by and among Genzyme, Seagull Merger Corporation and BioMatrix, Inc. Filed as Exhibit 99.1 to Genzyme's Form 8-K filed on March 15, 2000. *13.1 -- Portions of the 1999 Genzyme General Annual Report incorporated by reference into Parts I and II of this Form 10-K/A. *13.2 -- Portions of the 1999 Genzyme Molecular Oncology Annual Report incorporated by reference into Parts I and II of this Form 10-K/A. *13.3 -- Portions of the 1999 Genzyme Surgical Products Annual Report incorporated by reference into Parts I and II of this Form 10-K/A. *13.4 -- Portions of the 1999 Genzyme Tissue Repair Annual Report incorporated by reference into Parts I and II of this Form 10-K/A. *13.5 -- Portions of the 1999 Genzyme General Annual Report related to Genzyme Corporation and Subsidiaries incorporated by reference into Parts I and II of this Form 10-K/A. *21 -- Subsidiaries of the Registrant. *23.1 -- Consent of PricewaterhouseCoopers LLP. 23.2 -- Consent of PricewatehouseCoopers LLP relating to the financial statements of the Genzyme Retirement Savings Plan. Filed herewith. *27 -- Financial Data Schedule for Genzyme Corporation. *99.1 -- Management and Accounting Policies Governing the Relationship of Genzyme Divisions. Filed as Exhibit 99.1 to Genzyme's Registration Statement on Form S-3 dated March 3, 2000 (File No. 333-31548). *99.2 -- Factors Affecting Future Operating Results. 99.3 -- Genzyme Retirement Savings Plan financial statements and supplemental schedule to accompany 1999 Form 5500 Annual Report of Employee Benefit Plan under Employee Retirement Income Security Act of 1974 (the "ERISA of 1974") as of December 31, 1999 and 1998 and for the year ended December 31, 1999. Filed herewith.
------------------------ * Indicates exhibit previously filed with the Securities and Exchange Commission and incorporated herein by reference. Exhibits filed with Forms 10-K, 10-Q, 8-K, 8-A, 8-B or Schedule 14A of Genzyme Corporation were filed under Commission File No. 0-14680. ** Confidential treatment has been granted for the deleted portions of Exhibits 10.21, 10.38-10.40, 10.42 and 10.43 and 10.46.