10-K/A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

AMENDMENT NO. 1
to
FORM 10-K

Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

For the Fiscal Year Ended December 31, 2001

Commission File No. 0-14680

GENZYME CORPORATION
(Exact name of Registrant as specified in its charter)

Massachusetts (State or other jurisdiction of incorporation or organization)	06-1047163 (I.R.S. Employer Identification No.)
One Kendall Square Cambridge, Massachusetts (Address of principal executive offices)	02139 (Zip Code)

(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 ("Genzyme General Stock")
Genzyme Biosurgery Division Common Stock, $0.01 par value ("Biosurgery Stock")
Genzyme Molecular Oncology Division Common Stock, $0.01 par value ("Molecular Oncology Stock")
Genzyme General Stock Purchase Rights
Genzyme Biosurgery Stock Purchase Rights
Genzyme Molecular Oncology 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 ý    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. o

Aggregate market value of voting stock held by non-affiliates of the Registrant as of March 1, 2002: $9,831,069,513

Number of shares of Genzyme General Stock outstanding as of March 1, 2002: 213,370,702
Number of shares of Genzyme Biosurgery Stock outstanding as of March 1, 2002: 39,562,675
Number of shares of Genzyme Molecular Oncology Stock outstanding as of March 1, 2002: 16,762,920

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the 2001 Genzyme General, Genzyme Biosurgery and Genzyme Molecular Oncology Annual Reports are incorporated by reference into Parts I, II and IV of this Form 10-K. Portions of the Registrant's Proxy Statement for the Annual Meeting of Stockholders held on May 30, 2002 are incorporated by reference into Part III of this Form 10-K.

AMENDMENT NO. 1

        We are filing this amendment to our Annual Report on Form 10-K for the fiscal year ended December 31, 2001, originally filed with the Securities and Exchange Commission ("SEC") on April 1, 2002, solely for the purpose of amending Item 14 to:

—

delete Exhibit 10.31, which agreement expired;



—

include Exhibit 23.2, which contains the consent of PricewaterhouseCoopers LLP, independent accountants, relating to the Annual Report of Genzyme Corporation 401(k) Plan (the "Plan"); and



—

include Exhibit 99.3, which contains information, financial statements and exhibits required by Form 11-K related to the Plan.

Note Regarding References to Genzyme Divisions

        Throughout this Annual Report on Form 10-K, the works "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 three operating divisions as follows:

•

Genzyme General Division = "Genzyme General;"



•

Genzyme Biosurgery Division = "Genzyme Biosurgery;" and



•

Genzyme Molecular Oncology Division = "Genzyme Molecular Oncology."

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 2001 Genzyme General Annual Report:

		Page*
Genzyme Corporation and Subsidiaries
	Consolidated Statements of Operations for the Years Ended December 31, 2001, 2000 and 1999	GCS-56
	Consolidated Balance Sheets as of December 31, 2001 and 2000	GCS-58
	Consolidated Statements of Cash Flows for the Years Ended December 31, 2001, 2000 and 1999	GCS-59
	Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2001, 2000 and 1999	GCS-61
	Notes to Consolidated Financial Statements	GCS-64
	Report of Independent Accountants	GCS-132
Genzyme General
	Combined Statements of Operations for the Years Ended December 31, 2001, 2000 and 1999	GG-40
	Combined Balance Sheets as of December 31, 2001 and 2000	GG-41
	Combined Statements of Cash Flows for the years ended December 31, 2001, 2000 and 1999	GG-42
	Notes to Combined Financial Statements	GG-44
	Report of Independent Accountants	GG-79

*

References are to page numbers in the 2001 Genzyme General Annual Report as it appears in Exhibits 13.1 and 13.2 to this Annual Report on Form 10-K.

        We are incorporating the following financial statements (and related notes) of Genzyme Biosurgery into this section by reference from the 2001 Genzyme Biosurgery Annual Report:

Genzyme Biosurgery
	Combined Statements of Operations for the Years Ended December 31, 2001, 2000 and 1999	GBS-30
	Combined Balance Sheets as of December 31, 2001 and 2000	GBS-31
	Combined Statements of Cash Flows for the years ended December 31, 2001, 2000 and 1999	GBS-32
	Notes to Combined Financial Statements	GBS-33
	Report of Independent Accountants	GBS-55

*

References are to page numbers in the 2001 Genzyme Biosurgery Annual Report as it appears in Exhibit 13.3 to this Annual Report on Form 10-K.

2

        We are incorporating the following financial statements (and related notes) of Genzyme Molecular Oncology into this section by reference from the 2001 Genzyme Molecular Oncology Annual Report:

Combined Statements of Operations for the Years Ended December 31, 2001, 2000 and 1999	GMO-15
Combined Balance Sheets as of December 31, 2001 and 2000	GMO-16
Combined Statements of Cash Flows for the years ended December 31, 2001, 2000 and 1999	GMO-17
Notes to Combined Financial Statements	GMO-18
Report of Independent Accountants	GMO-32

*

References are to page numbers in the 2001 Genzyme Molecular Oncology Annual Report as it appears in Exhibit 13.4 to this Annual Report on Form 10-K.

(A)(2). FINANCIAL STATEMENT SCHEDULES

        The schedules listed below for Genzyme Corporation and Subsidiaries have been filed as part of this Annual Report on Form 10-K:

		Page*
Genzyme Corporation and Subsidiaries
	Schedule II-Valuation and Qualifying Accounts	GCS-133

*

References are to page numbers in the 2001 Genzyme General Annual Report as it appears in Exhibit 13.1 to this Annual Report on Form 10-K.

        All other schedules are omitted as the information required is inapplicable or the information is presented in (i) the Genzyme Corporation and Subsidiaries Consolidated Financial Statements or notes thereto; (ii) the Genzyme General Combined Financial Statements or notes thereto; (iii) the Genzyme Biosurgery Combined Financial Statements or notes thereto; or (iv) the Genzyme Molecular Oncology Combined Financial Statements or notes thereto.

(A)(3). EXHIBITS

        The exhibits are listed below under Part IV, Item 14(c) of this Form 10-K.

3

(B). REPORTS ON Form 8-K

        On October 9, 2001, we filed a Current Report in Form 8-K dated September 26, 2001 to announce the completion of our acquisition of Novazyme Pharmaceuticals, Inc.

(C). EXHIBITS

*2	Agreement and Plan of Merger, dated as of August 6, 2001, among Genzyme Corporation, Rodeo Merger Corp. and Novazyme Pharmaceuticals, Inc. Filed as Exhibit 2.1 to Genzyme's Form 8-K filed on August 22, 2001.
*3.1	Restated Articles of Organization of Genzyme, as amended. Filed as Exhibit 3 to Genzyme's Form 8-K filed on June 6, 2001.
*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	Second Amended and Restated Renewed Rights Agreement dated as of December 18, 2000 between Genzyme and American Stock Transfer & Trust Company. Filed as Exhibit 4 to Genzyme's Registration Statement on Form 8-A filed on December 19, 2000.
*4.2	Certificate of Adjustment. Filed as Exhibit 5 to Amendment No. 1 to Genzyme's Registration Statement on Form 8-A filed on June 6, 2001.
*4.3	Warrant Agreement between Genzyme and Comdisco, Inc. Filed as Exhibit 10.22 to a Form 10 of PharmaGenics, Inc. (File No. 0-20138).
*4.4	Indenture, dated as of May 8, 2001, between Genzyme and State Street Bank and Trust Company, as Trustee, including the Form of debenture. Filed as Exhibit 4.1 to Genzyme's Form 8-K filed on May 11, 2001.
*4.5	Registration Rights Agreement, dated as of May 3, 2001, among Genzyme, Credit Suisse First Boston Corporation, Goldman, Sachs & Co. and Salomon Smith Barney Inc. Filed as Exhibit 4.2 to Genzyme's Form 8-K filed on May 11, 2001.
*4.6	Biomatrix, Inc. 6.9% Convertible Subordinated Note due May 14, 2003. Filed as Exhibit 4.1 to Genzyme's Form 8-K filed on January 2, 2001.
*4.7	Warrant to purchase common stock issued by Novazyme Pharmaceuticals, Inc. (f/k/a Targeted Therapy, Inc.). Filed as Exhibit 4.1 to Genzyme's Form 10-Q for the quarter ended September 30, 2001.
*4.8	Securities Purchase Agreement, dated as of April 17, 2001 and amended on September 26, 2001, by and among Novazyme Pharmaceuticals, Inc. and several purchasers. Filed as Exhibit 4.2 to Genzyme's Form 10-Q for the quarter ended September 30, 2001.
*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.

4

*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. ("BioSurface") 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. Filed as Exhibit 10.11 to Genzyme's Form 10-K for 1998.
*10.12	Agreement of Lease, dated April 18, 1996, between Ridgefield Associates and Biomatrix. Filed as Exhibit 10.3 to Biomatrix's Form 10-Q for the quarter ended June 30, 1996 (File No. 0-19373).**
*10.13	Lease dated August 28, 2000 for Building D, Cambridge Research Park, Cambridge, Massachusetts, between Genzyme and Kendall Square LLC. Filed as Exhibit 10.1 to Genzyme's Form 10-Q for the quarter ended September 30, 2000.**
*10.14	Lease dated August 4, 2000 for 11 Pleasant Street Connector, Framingham, Massachusetts between Genzyme and Fafard Real Estate Development Corp. Filed as Exhibit 10.2 to Genzyme's Form 10-Q for the quarter ended September 30, 2000.
*10.15	Lease Agreement dated February 28, 1997, between GelTex Pharmaceuticals, Inc. ("GelTex") and J.F. White Properties, Inc. Filed as Exhibit 10.16 to GelTex's Annual Report on Form 10-K for 1996 (File No. 0-26872).
*10.16	Purchase and Sale Agreement between Barry L. Solar and Robert L. Solar as Trustees of 211 Second Avenue Realty Trust and GelTex Pharmaceuticals, Inc., dated as of July 26, 1999. Filed as Exhibit 10.4 to GelTex's Form 10-Q for the quarter ended June 30, 1999 (File No. 0-26872).
*10.17	Agency Agreement, dated October 21, 1998, between First Security Bank, N.A. and GelTex. Filed as Exhibit 10.1 to GelTex's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 (File No. 0-26872).
*10.18	Lease Agreement, dated October 21, 1998, between First Security Bank, N.A. and GelTex. Filed as Exhibit 10.2 to GelTex's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 (File No. 0-26872).
*10.19	Partnership Purchase Agreement dated as of November 20, 2000 between Genzyme, Genzyme Development Corporation II, Genzyme Development Partners, L.P. ("GDP") and each Class A Limited Partner of GDP. Filed as Exhibit 10.24 to Genzyme's Form 10-K for 2000.

5

*10.20	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.**
*10.21	1998 Director Stock Option Plan, as amended. Filed as Exhibit 10.28 to Genzyme's Form 10-K for 2000.
*10.22	2001 Equity Incentive Plan. Filed as Exhibit 10.1 to Genzyme's Form 10-Q for the quarter ended June 30, 2001.
*10.23	1999 Employee Stock Purchase Plan. Filed as Exhibit 10.24 to Genzyme's Form 10-K for 1999.
*10.24	1996 Directors' Deferred Compensation Plan. Filed as Exhibit 99.1 to Genzyme's Form S-8 dated August 8, 1997 (File No. 333-33251).
*10.25	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.
*10.26	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 herewith.
*10.27	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 herewith.
*10.28	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.
*10.29	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.
*10.30	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.
*10.31	Technology Transfer Agreement between Genzyme and Genzyme Transgenics Corporation ("GTC") dated as of May 1, 1993. Filed as Exhibit 2.1 to the Registration Statement on Form S-1 of GTC (File No. 33-62872).
*10.32	Research and Development Agreement between Genzyme and GTC dated as of May 1, 1993. Filed as Exhibit 10.1 to the Registration Statement on Form S-1 of GTC (File No. 33-62872).
*10.33	Services Agreement between Genzyme and GTC dated as of May 1, 1993. Filed as Exhibit 10.2 to the Registration Statement on Form S-1 of GTC (File No. 33-62872).
*10.34	Series A Convertible Preferred Stock Purchase Agreement between Genzyme and GTC dated as of May 1, 1993. Filed as Exhibit 10.5 to the Registration Statement on Form S-1 of GTC (File No. 33-62872).
*10.35	Second Amended and Restated Convertible Debt Agreement dated as of December 28, 1998 by and between Genzyme and GTC. Filed as Exhibit 10.37 to Genzyme's Form 10-K for 1998 (File No. 0-21794).
*10.36	Amended and Restated Credit Agreement dated December 14, 2000 among Genzyme and those of its subsidiaries party thereto, Fleet National Bank, as Administrative Agent. Filed as Exhibit 99.2 to Genzyme's Form 8-K Filed on January 2, 2001.
*10.37	Contract Manufacturing Agreement between GelTex and The Dow Chemical Company. Filed as Exhibit 10.17 to GelTex's Form 10-Q for the quarter ended March 31, 1997 (File No. 0-26872).**
*10.38	License Agreement between GelTex and Nitto Boseki Co., Ltd., dated as of June 9, 1997. Filed as Exhibit 10.21 to GelTex's Form 10-Q for the quarter ended June 30, 1997 (File No. 0-26872).**
*10.39	Supply Agreement dated as of November 9, 1999 by and between Salsbury Chemicals, Inc. and GelTex. Filed as Exhibit 10.32 to GelTex's Form 10-K for 1999 (File No. 0-26872).
*10.40	Collaboration Agreement dated September 4, 1998 among Genzyme, BioMarin Pharmaceutical, Inc. ("BioMarin") and BioMarin/Genzyme LLC. Filed as Exhibit 10.24 to BioMarin's Registration Statement on Form S-1 (File No. 333-77701).**

6

*10.41	Purchase Agreement dated September 4, 1998 between Genzyme and BioMarin. Filed as Exhibit 10.25 to BioMarin's Registration Statement on Form S-1 (File No. 333-77701).
*10.42	Operating Agreement of BioMarin/Genzyme LLC. Filed as Exhibit 10.30 to BioMarin's Registration Statement on Form S-1 (File No. 333-77701).
*10.43	United States Licensing Agreement dated February 7, 1997 between Biomatrix and American Home Products Corporation ("AHP"). Filed as Exhibit 10.1 to the Biomatrix's Form 10-Q for the quarter ended March 31, 1997.**
10.44	International Licensing Agreement dated February 7, 1997 between Biomatrix and AHP, as amended. Filed herewith.**
10.45	Supply Agreement dated February 7, 1997 between Biomatrix and AHP, as amended. Filed herewith.**
10.46	Trademark License Agreement dated February 7, 1997 between Biomatrix and AHP, as amended. Filed herewith.**
*10.47	Contract for Sale, dated June 25, 2001, for the premises located at the Industrial Development Authority Industrial Park, Waterford County, Dublin, Ireland, (comprised in folio 4141L County Waterford) by and between Luxottica Ireland Limited and Genzyme Ireland Limited (f/n/a Gosfend Limited). Filed as Exhibit 10.1 to Genzyme's Form 10-Q for the quarter ended September 30, 2001.
*10.48	Lease, dated September 3, 1990, for the land located at the Industrial Development Authority Industrial Park, Waterford Country, Dublin, 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.
*10.49	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, Waterford, Dublin, 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.
*10.50	Contract for Sale, dated August 2, 2001, for the land located at the Industrial Development Authority Industrial Park, Waterford County, Dublin, Ireland (comprised in folio 4917 County of Waterford) by the Industrial Development Agency (Ireland) and Genzyme Ireland Limited. Filed as Exhibit 10.4 to Genzyme's Form 10-Q for the quarter ended September 30, 2001.
*10.51	Lease, dated August 24, 2001, for the land located at the Industrial Development Authority Industrial Park, Waterford County, Dublin, Ireland (comprised in folio 4917 County of Waterford) by the Industrial Development Agency (Ireland) and Genzyme Ireland Limited. Filed as Exhibit 10.5 to Genzyme's Form 10-Q for the quarter ended September 30, 2001.
*10.52	License and Collaboration Agreement, dated as of September 27, 2000, between Cambridge Antibody Technology Limited and Genzyme Corporation. Filed as Exhibit 4.7 to Cambridge Antibody's Registration Statement on Form 20-F/A, dated June 5, 2001 (File No. 000-3116).**
*10.53	Collaboration Agreement, dated October 1, 1998, between Genzyme and Dyax Corp. Filed as Exhibit 10.25 to the Dyax's Registration Statement on Form S-1 (File No. 333-37394).**
*13.1	Portions of the 2001 Genzyme General Annual Report incorporated by reference into Parts I, II and IV of this Form 10-K/A. Filed as Exhibit 13.1 to Genzyme's 2001 Form 10-K.
*13.2	Portions of the 2001 Genzyme General Annual Report incorporated by reference into Parts I, II and IV of this Form 10-K/A. Filed as Exhibit 13.2 to Genzyme's 2001 Form 10-K.
*13.3	Portions of the 2001 Genzyme Biosurgery Annual Report incorporated by reference into Parts I, II and IV of this Form 10-K/A. Filed as Exhibit 13.3 to Genzyme's 2001 Form 10-K.
*13.4	Portions of the 2001 Genzyme Molecular Oncology Annual Report incorporated by reference into Parts I, II and IV of this Form 10-K/A. Filed as Exhibit 13.4 to Genzyme's 2001 Form 10-K.
*21	Subsidiaries of Genzyme. Filed as Exhibit 21 to Genzyme's 2001 Form 10-K.

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*23.1	Consent of PricewaterhouseCoopers LLP. Filed as Exhibit 23 to Genzyme's 2001 Form 10-K.
23.2	Consent of PricewaterhouseCoopers LLP relating to the Annual Report of the Genzyme Corporation 401(k) Plan. Filed herewith.
*99.1	Management and Accounting Policies Governing the Relationship of Genzyme Divisions. Filed as Exhibit 3 to Genzyme's Registration Statement on Form 8-A filed on December 19, 2000 (File No. 333-31548).
*99.2	Factors Affecting Future Operating Results. Filed as Exhibit 99.2 to Genzyme's 2001 Form 10-K.
99.3	Genzyme Corporation 401(k) Plan financial statements and supplemental schedule as of December 31, 2001 and December 31, 2000 and for the year ended December 31, 2001. 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 10.12, 10.13, 10.20, 10.39, 10.40, 10.41, 10.42, 10.45, 10.46, 10.47, 10.48, 10.54 and 10.55.

EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS

        Exhibits 10.21 through 10.30 above are management contracts or compensatory plans or arrangements in which our executive officers or directors participate.

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SIGNATURE

        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.

	GENZYME CORPORATION
DATE: JUNE 28, 2002	By:	/s/  MICHAEL S. WYZGA Michael S. Wyzga Senior Vice President, Finance, Chief Financial Officer, and Chief Accounting Officer

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AMENDMENT NO. 1
EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS
SIGNATURE

EX-23.2

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Exhibit 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

To the Benefit Plans Committee of the Genzyme Corporation 401(k) Plan:

        We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33-21241 and 33-55126) of Genzyme Corporation of our report dated June 21, 2002 relating to the financial statements and supplemental schedule of the Genzyme Corporation 401(k) Plan, which appears in this Annual Report on Form 10-K/A.

Boston, Massachusetts
June 27, 2002

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CONSENT OF INDEPENDENT ACCOUNTANTS

EX-99.3

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Exhibit 99.3

Genzyme Corporation 401(k) Plan
Financial Statements and Supplemental Schedule
Annual Report of Employee Benefit Plan
Under ERISA of 1974
as of December 31, 2001 and 2000
and for the Year Ended December 31, 2001

Genzyme Corporation 401(k) Plan
Index to Financial Statements and Supplemental Schedule

		Page(s)
Report of Independent Accountants		2
Financial Statements:
	Statements of Net Assets Available for Plan Benefits as of December 31, 2001 and 2000	3
	Statement of Changes in Net Assets Available for Plan Benefits for the Year Ended December 31, 2001	4
	Notes to Financial Statements	5
Supplemental Schedule:
	Schedule of Assets Held for Investment Purposes as of December 31, 2001	12

Certain supplemental schedules required by the regulations of the Employee Retirement Income Security Act of 1974 have been omitted for the reason that they are not applicable.

1

REPORT OF INDEPENDENT ACCOUNTANTS

To the Participants and Administrator of the Genzyme Corporation 401(k) Plan:

        In our opinion, the accompanying statements of net assets available for plan benefits and the related statement of changes in net assets available for plan benefits present fairly, in all material respects, the net assets available for plan benefits of the Genzyme Corporation 401(k) Plan (the "Plan") at December 31, 2001 and 2000, and the changes in net assets available for plan benefits for the year ended December 31, 2001 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. This supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

Boston, Massachusetts
June 21, 2002

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Genzyme Corporation 401(k) Plan

Statements of Net Assets Available for Plan Benefits

As of December 31, 2001 and 2000

			2001		2000
Assets
Investments:
	Registered investment company and pooled separate accounts		$	104,035,872	$	94,929,870
	Common stock funds			32,434,610		23,006,100
	Participant loans			2,052,099		1,703,842
		Total investments		138,522,581		119,639,812
Receivables:
	Employee contributions			507,763		388,897
	Employer contributions			956,983		525,322
	Accrued interest			6,038		—
		Total receivables		1,470,784		914,219
	Cash and cash equivalents			27,258		—
Net assets available for plan benefits			$	140,020,623	$	120,554,031

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

3

Genzyme Corporation 401(k) Plan

Statement of Changes in Net Assets Available for Plan Benefits

For the Year Ended December 31, 2001

						Common Stock Funds
			Registered Investment Company & Pooled Separate Accounts			Genzyme General Division Common Stock Fund			Genzyme Biosurgery Division Common Stock Fund			Genzyme Molecular Oncology Division Common Stock Fund			Total
Additions:
	Employee contributions		$	18,275,762		$	1,313,769		$	545		$	2,088		$	19,592,164
	Employer contributions			8,264,731			946,301			4,717			6,082			9,221,831
	Rollovers			1,874,660			229,904			—			—			2,104,564
	Interest and dividend income			1,183,529			19,948			3			39			1,203,519
	Net appreciation (depreciation)			(13,935,389	)		7,875,870			(225,586	)		(4,920	)		(6,290,025	)
		Total additions		15,663,293			10,385,792			(220,321	)		3,289			25,832,053
Deductions:
	Benefit payments and withdrawals			(5,213,579	)		(1,097,096	)		(13,189	)		(1,787	)		(6,325,651	)
	Participant expenses			(32,566	)		(6,763	)		(237	)		(244	)		(39,810	)
		Total deductions		(5,246,145	)		(1,103,859	)		(13,426	)		(2,031	)		(6,365,461	)
Net increase (decrease) prior to interfund transfers				10,417,148			9,281,933			(233,747	)		1,258			19,446,592
Interfund transfers				(436,179	)		443,645			(7,198	)		(268	)		—
Net increase (decrease)				9,980,969			9,725,578			(240,945	)		990			19,446,592
Net assets beginning of year				97,458,793			22,472,036			586,339			36,863			120,554,031
Net assets end of year			$	107,439,762		$	32,197,614		$	345,394		$	37,853		$	140,020,623

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

4

Genzyme Corporation 401(k) Plan

Notes to Financial Statements

A.    Plan Description

        The following description of the Genzyme Corporation 401(k) Plan (the "Plan") provides only general information. Participants should refer to the Summary Plan Description for a more complete description of the Plan's provisions.

General

        The Plan, a defined contribution plan pursuant to the authorization of the Genzyme Corporation ("Genzyme") Board of Directors (the "Genzyme Board" or "our board"), was established effective January 1, 1988 to provide a long-range program of systematic savings for eligible employees ("Participants"). Employees of Genzyme's wholly-owned United States subsidiaries are eligible to participate in the Plan, including employees of the former Deknatel Snowden Pencer, Inc., an entity acquired by Genzyme during 1996, who participate in the Genzyme Surgical Products Corporation Savings and Investment Plan. Effective December 31, 2000, participants in the Genzyme Surgical Products Corporation Investment and Savings Plan were eligible to participate in the Genzyme Corporation 401(k) Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974.

Plan Administration

        The Plan is administered by a benefits committee (the "Committee") which represents Genzyme, the plan sponsor. The Committee consists of at least three persons who are appointed by Genzyme's Board of Directors. The Committee has the authority to determine the eligibility of employees, interpret the Plan and make final decisions in disputes involving the rights of any Participant's interest in the Plan. The Committee also has responsibility for the general administration of the Plan.

        Effective October 4, 2001, the Genzyme Board approved the following:

•

the Genzyme Benefits Plans Committee was established to replace the Genzyme 401(k) Committee.



•

the Compensation Committee of the Genzyme Board was authorized to perform any acts permitted or required to be performed by the Genzyme Board under the terms of the Plan.

        Effective October 4, 2001, the Compensation Committee of the Genzyme Board approved the following:

•

the Genzyme Benefit Plans Committee was delegated the authority to determine and effectuate any and all provisions of the Plan necessary to comply with all applicable laws (including without limitation interpretations of such laws by appropriate governmental agencies) and contractual obligations of the Company.



•

the Genzyme Benefit Plans Committee was delegated the authority to approve and effectuate any amendments to the Plan permitted under the Economic Growth and Tax Relief Reconciliation Act of 2001.

5

Plan Amendments

        Effective September 26, 2001, the Committee amended the Plan to redefine the term "Employer "to include Genzyme and any subsidiary, related corporation, or other entity that adopts the Plan with the consent of Genzyme. "Employer" includes:

•

effective December 14, 2000, GelTex,Inc.;



•

effective December 25, 2000, Genzyme Biosurgery Corporation; and



•

effective September 26, 2001, Novazyme Pharmaceuticals, Inc. (n/k/a Genzyme Glycobiology Research Institute, Inc.)

        Effective July 25, 2001, the Committee amended the Plan to provide that the Trust Fund shall be held by CIGNA Bank & Trust Company, FSB, f/k/a CG Trust Company ("CIGNA"), as Trustee, or by a successor trustee or trustees, for use in accordance with the Plan under the Agreement and Declaration of Trust. The Agreement and Declaration of Trust may from time to time be amended in the manner therein provided. Similarly, the Trustee may be changed from time to time in the manner provided in the Agreement and Declaration of Trust.

        Effective June 18, 2001, the Committee amended the Plan to provide that a Participant who is a 5% owner (as defined in Section 416 of the Code) shall begin receiving payment of retirement benefits no later than April 1, after the end of the calendar year in which the age of 70¹/2 is attained, even if not retired from the employ of the Employer at that time. A participant who is not a 5% owner and who attains the age of 70¹/2 after June 18, 2001, and is still employed by an Employer at that time may elect to receive distributions on April 1 of the calendar year following the calendar year in which the age of 70¹/2 is attained, or to postpone the receipt of distributions until actual retirement.

        Effective June 1, 2001, the Committee amended the Plan to provide that an Employee's "Years of Service" shall include all service with Wyntek Diagnostics, Inc. and Focal, Inc. prior to such Employee's employment by an adopting Employer of the Plan, and shall include such Employee's service with Novazyme Pharmaceuticals, Inc. prior to its adoption of the Plan.

        Effective January 1, 2001, the Committee amended the Plan to provide:

•

that the term "compensation" shall mean compensation as defined in Section 415(c)(3) of the Internal Revenue Code of 1986 (the "Code"), but including amounts contributed by an Employer on behalf of an Employee pursuant to a salary reduction agreement which are excludable from the Employee's gross income under Section 125, Section 402(e)(3), Section 402(h), or Section 403(b) of the Code and, for years beginning after December 31, 2000, elective amounts that are not includable in the gross income of the Employee by reason of Section 132(f)(4) of the Code; and



•

that Section 415 Compensation shall include all wages and other payments of compensation to a Participant from all Employers and all affiliates for personal services actually rendered for which the Employers and Affiliates are required to furnish the Participant a written statement under Sections 6041(d), 6051(a)(3) and 6052 of the Code (and without regard to any provisions under Section 3401(a) of the Code that limit the remuneration included in wages based on the nature or location of the employment or the services performed); provided, however, that for years beginning after December 31, 1997, the term "Section 415 Compensation" shall also include any

6

amount that is not includable in the gross income of the Employee under Sections 125, 401(k), 402(h), 403(b), or 457 of the Code; and that for the years beginning after December 31, 2000, the term "Section 415 Compensation" shall also include elective amounts that are not includable in the gross income of the Employee by reason of Section 132(f)(4) of the Code.

Investment Options

        The following participant-directed investment options were available to Participants during 2001:

•

CIGNA Separate Accounts

— The Fidelity Puritan Account;

— The S&P 500 Index Fund (f/k/a CIGNA Charter Large Company Stock Index Fund)

— The PBHG Growth Account;

— The Templeton Foreign Account;

— The Janus Account;

— The Fidelity Advisor Growth Opportunities Account;

— The INVESCO Dynamics Account;

— The Small Cap Value/Berger Fund (f/k/a CIGNA Charter Small Company Stock—Value I Fund);

— The Small Cap Growth/Times Square Fund (f/k/a CIGNA Charter Small Company Stock—Growth Fund);

— The INVESCO Small Company Growth Account;

— The Lazard International Equity Account;

— The Core Bond Fund (f/k/a CIGNA Charter Core Bond Fund);

— The Large Cap Value Fund (sub-advised by Wellington Management) (f/k/a Wellington Management Large Cap Value Fund);

— The Mid Cap Value Fund (sub-advised by Wellington Management) (f/k/a Wellington Management Mid Cap Value Fund);

— The Mid Cap Growth/Artisan Partners (f/k/a Artisan Partners Mid Cap Growth Fund);

— The Guaranteed Income Fund (f/k/a CIGNA Charter Guaranteed Income Fund); and

— The Guaranteed Securities Separate Account (f/k/a CIGNA Charter Guaranteed Securities Separate Account)

•

The Putnam Voyager Fund

Reallocation of account balances among participant directed investment options can be requested and processed on a daily basis.

•

Genzyme Common Stock Funds:

The Genzyme General Division Common Stock Fund—This fund currently is invested solely in shares of Genzyme General Division Common Stock which we refer to as "Genzyme General Stock". Amounts contributed to the Genzyme General Division Common Stock Fund may be invested in other short-term investments pending the purchase of Genzyme General Stock. During 2001, contributions to this fund were participant-directed.

The Genzyme Biosurgery Division Common Stock Fund—As described in Note A.—"Plan Description", on December 18, 2000, in connection with the creation of Biosurgery Stock, the

7

outstanding balance in the Genzyme Tissue Repair Division Common Stock Fund was transferred to the Biosurgery Division Common Stock Fund. This fund currently is invested solely in shares of Biosurgery Stock. No new contributions can be directed to this fund.

The Genzyme Molecular Oncology Division Common Stock Fund—This fund is currently invested solely in shares of Genzyme Molecular Oncology Division common stock, which we refer to as "Molecular Oncology Stock". No new contributions can be directed to this fund.

Employee Contributions

        The Plan is a defined contribution plan. Eligible employees may elect, through salary reduction agreements, to have up to 18% or a maximum of $10,500 of their eligible compensation (as defined by the Plan) contributed on a pre-tax basis to the Plan each year on their behalf. Changes in withholding percentages are permitted on a pay period to pay period basis. New employees with funds held under a previous employer's qualified plan are permitted to invest such funds into the Plan. These investments are classified as "rollovers" on the accompanying statement of changes in net assets available for plan benefits. A Participant's salary reduction contribution for a plan year may be further limited by the administration rules of the Code, if the Participant is considered to be a highly compensated employee within the meaning of the Code.

Employer Contributions

        The biweekly employer match from Participants' eligible compensation is 100% of the first 2% of Participants' eligible compensation and 50% of the next 4% of Participants' eligible compensation. Genzyme's contributions were $9,221,831 for the year ended December 31, 2001.

        Participants may invest their contributions in increments determined at their own discretion. Employer contributions are invested as directed by the Participants. If a Participant does not provide direction with respect to the investment of the Participant's contribution, all contributions will automatically be invested in the Guaranteed Securities Separate Account.

Participant and Forfeited Accounts

        An individual account is maintained for each of the Plan's Participants to reflect the Participant's share of the Plan's investment income, the employer's contribution and the Participant's contribution. Investment income or loss is allocated based on the balances of Participants' individual accounts. Forfeitures are used to reduce future employer contributions. At December 31, 2001, forfeited accounts totaled $121,109. There were no reductions to employer contributions from forfeited, non-vested accounts during the year ended December 31, 2001.

Vesting

        Prior to June 18, 2000, Participants had a 100% nonforfeitable interest in both employee and employer contributions. Effective June 18, 2000, the Plan was amended to implement a four-year vesting schedule for the employer match for employees hired after that date with an initial 20% vesting at the time of the employee's eligibility and subsequent 20% vesting each year for the next four years. However, active employees at June 18, 2000 remain eligible for full vesting in both employee and

8

employer contributions. Participants become fully vested if they retire on or after the Plan's normal retirement age, become permanently or totally disabled while employed, or die while employed.

Benefits and Withdrawals

        Contributions may be withdrawn from the Plan only upon a demonstration of hardship, as defined in the Summary Plan Description, unless the Participant (or survivor) requesting such withdrawal has attained the age of 59¹/2, died or terminated employment. At the time of a Participant's termination of employment, retirement or at a later date, if so elected by the Participant, the Participant's account balance will be distributed to the Participant in the form of a lump-sum payment. This lump-sum payment includes cash and, at the Participant's election, may include some or all of the Participant's holdings of Genzyme General Stock.

Loans to Participants

        Participants who are employees of the Company may obtain a loan from the Plan collateralized by one-half of the Participant's vested interest in the Plan. No loan may exceed the lesser of one half of the vested interest of a Participant or $50,000, and each loan must be at least $1,000. Repayment of loans is made in equal installments through payroll deductions over a term generally not to exceed five years. However, if the Participant is obtaining the loan to purchase a primary residence, a longer repayment period may be allowed. Loan transactions are treated as net interfund transfers to or from investment funds, from or to the Participant loan fund, as applicable. All loans must bear interest at market rates. As repayments are made, both interest and principal are added back to other investment funds in which the Participant's account is invested.

        The Plan had Participant loans outstanding of $2,052,099 at December 31, 2001 and $1,703,842 at December 31, 2000. These outstanding loans are classified as participant-directed investments on the accompanying statements of net assets available for plan benefits.

B.    Summary of Significant Accounting Policies

Basis of Accounting

        The financial statements of the Plan are prepared using the accrual method of accounting.

Cash Equivalents

        The Plan considers cash equivalents to be short-term, highly liquid investments, with initial maturities of less than three months.

Investment Valuation and Income Recognition

        Units of participation in the CIGNA separate accounts are valued at net asset value as reported to the Plan by CIGNA, which approximates fair value. The Putnam Voyager Fund, Genzyme General Division Common Stock Fund, Genzyme Biosurgery Division Common Stock Fund and Genzyme Molecular Oncology Division Common Stock Fund are stated at fair value, based upon quoted market prices in an active market on the last business day of the Plan year. Participant loans are valued at cost plus accrued interest, which approximates market value.

9

        Purchases and sales of securities are reflected on a trade-date basis. Gain or loss on sales of investments is based on average cost. The Plan presents in the statement of changes in net assets available for plan benefits the net appreciation (depreciation) in the fair value of its investments which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments.

        Interest income is recorded, as earned, on an accrual basis. Dividend income is recorded on the ex-dividend date.

Contributions and Benefit Payments

        Employee contributions and matching employer contributions are recorded in the period the payroll deductions are made. Benefits are recorded when paid.

Use of Estimates

        The preparation of the Plan's financial statements in conformity with accounting principles generally accepted in the United States of America requires the plan administrator to make significant estimates and assumptions that affect the reported amounts of net assets available for benefits at the date of the financial statements, the changes in net assets available for plan benefits during the reporting period and, when applicable, disclosures of contingent assets and liabilities at the date of the financial statements. Actual results could differ materially from those estimates.

Risks and Uncertainties

        The Plan provides for various investment options in any combination of stocks, bonds, fixed income securities, mutual funds, and other investment securities. Investment securities are exposed to various risks, such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities can occur in the near term and that such changes could materially affect participant account balances and the amounts reported in the statements of net assets available for plan benefits.

C.    Investments

        The fair market value of individual investments that represent 5% or more of the Plan's net assets are as follows:

	December 31,
	2001		2000
Genzyme General Division Common Stock Fund	$	32,052,396	$	22,382,117
S&P 500 Index Fund		28,493,174		27,757,338
Fidelity Puritan Account		19,110,726		16,900,849
PBHG Growth Account		10,756,473		15,571,989
Guaranteed Securities Separate Account		9,943,565		8,263,075
Putnam Voyager Fund		—		7,023,313

10

        During 2001, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) decreased in value by $6,290,025 as follows:

Net depreciation in fair value	$	(6,290,025	)
Interest and dividend income		1,203,519
Total investment loss	$	(5,086,506	)

D.    Qualification under the Internal Revenue Code

        The Internal Revenue Service ("IRS") determined and informed the Committee by a letter dated December 8, 1999, that the Plan and related trust were designed in accordance with applicable sections of the Code. The Plan has been amended since receiving the determination letter.

        On December 28, 2001 Genzyme requested a favorable letter of determination from the IRS with respect to the tax-qualified status of the Plan. On April 4, 2002, Genzyme received a favorable determination letter from the IRS. Therefore, no provision for income taxes has been included in the Plan's financial statements.

E.    Amendment or Termination of the Plan

        Genzyme currently intends to continue the Plan, but reserves the right to terminate it at any time or amend it in any manner advisable. No amendment may adversely affect the nonforfeitable interests of Participants in their accounts or permit the use or diversion of any part of the Plan other than for the exclusive benefit of the Participants or their beneficiaries (subject to Plan provisions permitting payment of fees and expenses). No merger, consolidation, or transfers of assets or liabilities of the Plan may reduce the Participant's interest accrued to the date of the merger, consolidation, or transfer. If Genzyme discontinues its contributions or if the Plan is fully or partially terminated, the affected Participant's rights to benefits will remain fully vested if vested prior to such action.

F.    Related Parties

        Certain plan investments are separate accounts managed by CIGNA. CIGNA is the trustee and custodian as defined by the Plan and, therefore, these transactions qualify as party-in-interest. Fees paid by the Plan for the investment management and administrative services amounted to $39,810 for the year ended December 31, 2001. Participant loans are also considered party-in-interest transactions.

G.    Services Provided by the Company

        Genzyme provides certain administrative and recordkeeping services for the Plan at no cost to the plan participants. In addition, the Company has paid the trustee fees and certain other costs on behalf of the Plan.

H.    Subsequent Event

        Effective July 1, 2002 the Fidelity Advisory Growth Opportunities Account and the PBHG Growth Account will be eliminated from the Genzyme Corporation 401(k) Plan. On July 1, 2002 any funds remaining in the Fidelity Advisory Growth Opportunities Account will transition to the S&P 500 Index Fund and any funds remaining in the PBHG Growth Account will transition to the Mid Cap Growth/Artisan Partners Fund.

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Identity of Issue	Description of Investment	Historical Cost	Fair or Contract Value
*CIGNA	Fidelity Puritan Account	**	$	19,110,726
*CIGNA	S&P 500 Index Fund	**		28,493,174
Putnam	Putnam Voyager Fund	**		6,386,766
*CIGNA	PBHG Growth Account	**		10,756,473
*CIGNA	Templeton Foreign Account	**		3,476,457
*CIGNA	Janus Account	**		4,658,130
*CIGNA	Fidelity Advisor Growth Opportunities Account	**		948,009
*CIGNA	INVESCO Dynamics Account	**		3,473,172
*CIGNA	Small Cap Value/Berger Fund	**		3,627,768
*CIGNA	Small Cap Growth/Times Square Fund	**		1,515,360
*CIGNA	INVESCO Small Company Growth Account	**		2,037,363
*CIGNA	Lazard International Equity Account	**		977,490
*CIGNA	Core Bond Fund	**		1,511,595
*CIGNA	Large Cap Value Fund	**		186,482
*CIGNA	Mid Cap Value Fund	**		267,216
*CIGNA	Mid Cap Growth/Artisan Partners	**		446,473
*CIGNA	Guaranteed Income Fund	**		6,219,653
*CIGNA	Guaranteed Securities Separate Account	**		9,943,565
*Participant Loan Fund	Loans with interest rates between 2% and 10% maturing through 2019	**		2,052,099
*CIGNA	Cash Transaction Account (GST)	**		27,258
*Genzyme General Division	Common Stock	**		32,052,396
*Genzyme Biosurgery Division	Common Stock	**		344,687
*Genzyme Molecular Oncology Division	Common Stock	**		37,527
			$	138,549,839

*

Denotes party-in-interest.

**

Participant-directed amounts are not required to be disclosed.

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QuickLinks

Genzyme Corporation 401(k) Plan Index to Financial Statements and Supplemental Schedule
REPORT OF INDEPENDENT ACCOUNTANTS
Genzyme Corporation 401(k) Plan Statements of Net Assets Available for Plan Benefits As of December 31, 2001 and 2000
Genzyme Corporation 401(k) Plan Statement of Changes in Net Assets Available for Plan Benefits For the Year Ended December 31, 2001
Genzyme Corporation 401(k) Plan Notes to Financial Statements