GENZYME CORP
EXHIBIT 10.1
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<TYPE>EX-10.1
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<FILENAME>a2145599zex-10_1.txt
<DESCRIPTION>EXHIBIT 10.1
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                                                                   EXHIBIT 10.1

                      SCHEDULE TO INDEMNIFICATION AGREEMENT

     The following is a list of the current directors and senior executive
officers of Genzyme Corporation who are party to an Indemnification Agreement,
the form of which is filed herewith:

     Constantine E. Anagnostopoulos; Mara G. Aspinall; Mark R. Bamforth; Douglas
A. Berthiaume; Henry E. Blair; Gail K. Boudreaux; Robert J. Carpenter; Earl M.
Collier, Jr.; Charles L. Cooney; Zoltan A. Csimma; Thomas J. DesRosier; Richard
H. Douglas; Victor J. Dzau; David D. Fleming; Georges A. Gemayel; James A.
Geraghty; Elliott D. Hillback, Jr.; Alison F. Lawton; Evan M. Lebson; Roger
Louis; Connie Mack III; Mary McGrane; John M. McPherson; C. Ann Merrifield;
Richard A. Moscicki; Donald E. Pogorzelski; Alan E. Smith; Sandford D. Smith;
Henri A. Termeer; Peter T. Traynor; Peter Wirth; and Michael S. Wyzga.
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                             [AMENDED AND RESTATED]
                            INDEMNIFICATION AGREEMENT

     This Agreement dated ______________________ is between Genzyme Corporation
(the "COMPANY"), a Massachusetts corporation, and __________________ (the
"INDEMNITEE"), who is [an officer and/or a director] of the Company [and amends]
and restates the Indemnification Agreement dated ]. Its purpose is to provide
protection for the Indemnitee against personal liability arising out of his or
her service to the Company so as to encourage the continuation of such service
and the effective exercise of his or her business judgment in connection
therewith.

     The parties hereto agree as follows:

     1. DEFINITIONS. For purposes of this Agreement, the following terms shall
have the meanings hereafter assigned to them:

     (a) A "CHANGE IN CONTROL" shall be deemed to have occurred when (i) there
has been a change in control of the Company, not approved by a resolution of the
Company's Board of Directors, of a nature that would be required to be reported
in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the
Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), including in
any event the acquisition by any "person" (as such term is used in Sections
13(d) and 14(d)(2) of the Exchange Act) of beneficial ownership, directly or
indirectly, of securities of the Company representing 25% or more of the
combined voting power of the Company's then outstanding securities, and (ii)
within a period of not more than two years a change in the identity of a
majority of the members of the Company's Board of Directors otherwise than
through death, disability or retirement in accordance with the Company's normal
retirement policies.

     (b) A "DISINTERESTED DIRECTOR" shall mean a director of the Company who, at
the time of a vote referred to in the definition of Reviewing Party is not (i)
the Indemnitee, (ii) a party to the Proceeding for which indemnification is
sought or (iii) an individual having a familial, financial, professional or
employment relationship with the Indemnitee, which relationship would, in the
circumstances, reasonably be expected to exert an influence on such director's
judgment when voting on the decision being made.

     (c) "EXPENSES" shall mean all reasonable expenses, including fees of
counsel.

     (d) An "INDEMNIFIABLE EVENT" shall mean any Proceeding (i) involving an
individual, including the Indemnitee, who is or was a director or officer of the
Company or who, while a director or officer of the Company, is or was serving at
the Company's request as a director, officer, partner, trustee, employee, or
agent of another corporation, partnership, joint venture, trust, employee
benefit plan, or other entity and (ii) relating to acts or omissions in such
capacity. For purposes of this Agreement, a director or officer will be
considered to be serving on an employee benefit plan at the Company's request if
the individual's duties to the Company also impose duties on, or otherwise
involve services by, the individual to the plan.
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     (e) An "INDEMNITEE STATEMENT" shall mean a written demand by the Indemnitee
to the Company for a payment pursuant to Section 2(b) of this Agreement,
accompanied by a written statement, dated the date of such statement, from the
Indemnitee to the Company in which the Indemnitee (i) affirms, with respect to
the applicable Indemnitiable Event, the Indemnitee's good faith belief that the
Indemnitee has met the relevant standard of conduct described in Subdivision E
of Part 8 of the Massachusetts Business Corporation Act or that the Proceeding
involves conduct for which liability has been eliminated under Article VI.C.5 of
the Company's Restated Articles of Organization and (ii) undertakes to repay any
funds advanced if, with respect to the applicable Indemnitiable Event, the
Indemnitee is not entitled to mandatory indemnification under applicable law and
it is ultimately determined by a court of competent jurisdiction or by the
Reviewing Party that the Indemnitee has not met the relevant standard of conduct
described in Subdivision E of Part 8 of the Massachusetts Business Corporation
Act.

     (f) A "LIABILITY" shall mean an obligation to pay a judgment, settlement,
penalty, and/or fine (including an excise tax assessed with respect to an
employee benefit plan) in connection with an Indemnifiable Event and any
Expenses incurred in connection with an Indemnifiable Event.

     (g) A "PARTY" shall mean an individual who was, is, or is threatened to be
made, a defendant or respondent in a Proceeding. The Indemnitee shall be
considered a "Party" in a Proceeding in which the Indemnitee seeks a declaratory
judgment with respect to matters related to an Indemnifiable Event. In addition,
the Indemnitee shall be considered a Party for all aspects of an Indemnifiable
Event even though the Indemnitee asserts counter-claims or cross-claims.

     (h) A "POTENTIAL CHANGE IN CONTROL" shall be deemed to have occurred if (i)
any person publicly announces an intention to take or to consider taking actions
which if consummated might result in a Change in Control, (ii) any "person" (as
such term is used in Section 13(d) and 14(d)(2) of the Exchange Act) acquires
beneficial ownership, directly or indirectly, of securities of the Company
representing 25% or more of the combined voting power of the Company's then
outstanding securities, or (iii) the Company's Board of Directors adopts a
resolution to the effect that, for purposes of this Agreement, a Potential
Change in Control has occurred.

     (i) A "PROCEEDING" shall mean any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative, arbitrative or
investigative, and whether formal or informal.

     (j) The "REVIEWING PARTY" in connection with an Indemnifiable Event shall
be:

             (i) if there are two or more Disinterested Directors on the Board
of Directors of the Company, the Board of Directors acting by majority vote of
all Disinterested Directors, or by a majority of the members of a committee of
the Board of Directors of the Company consisting of two or more Disinterested
Directors; or

                                 --2--
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             (ii) Special Legal Counsel selected by

                      (a) if there are two or more Disinterested Directors on
the Board of Directors of the Company, the Board of Directors of the Company
acting by majority vote of all Disinterested Directors, or by a majority of the
members of a committee of the Board of Directors of the Company consisting of
two or more Disinterested Directors; or

                      (b) if there are fewer than two Disinterested Directors,
the full Board of Directors of the Company, with directors who do not qualify as
Disinterested Directors eligible to vote; or

             (iii) the shareholders of the Company acting by the vote required
for ordinary corporate actions, except that shares owned by or voted under the
control of (A) a director of the Company who at the time does not qualify as a
Disinterested Director or (B) the Indemnitee may not be voted on the
determination.

     (k) "SPECIAL LEGAL COUNSEL" shall mean an attorney or law firm that does
not have a significant prior professional relationship with the Indemnitee, the
Company or affiliates of the Indemnitee or the Company.

2. BASIC ARRANGEMENT

     (a) In the event the Indemnitee is a Party in an Indemnifiable Event,
subject only to limitations expressly imposed by the terms of this Agreement,
the Company shall indemnify the Indemnitee for any associated Liabilities to the
fullest extent permitted by law. Subject to Section 2(e), any indemnification
pursuant to this Section 2(a) must be determined by the Reviewing Party to be
permissible under the Massachusetts Business Corporation Act in the specific
Proceeding. The Company shall make any such payment to which the Indemnitee is
entitled pursuant to this Section 2(a) as soon as practicable but in no event
later than thirty days after the Indemnitee submits a demand for such payment to
the Secretary of the Company (or, if the Indemnitee is at such time the
Secretary, to the President of the Company).

     (b) Before the final disposition of an Indemnifiable Event in which the
Indemnitee is a Party, the Company shall advance funds to pay for or reimburse
the Indemnitee's related Expenses (an "EXPENSE ADVANCE"), provided that the
Indemnitee delivers an Indemnitee Statement. The Company shall make any such
payment to which the Indemnitee is entitled pursuant to this Section 2(b) within
five business days of delivery to the Secretary of the Company (or, if the
Indemnitee is at such time the Secretary, to the President of the Company) of an
Indemnitee Statement executed by the Indemnitee.

     (c) Pursuant to Section 8.58(a) of the Massachusetts Business Corporation
Act, this Agreement shall constitute authorization to provide indemnification,
advance funds and reimburse expenses under Subdivision E of Part 8 of the
Massachusetts Business Corporation Act.

     (d) The Company shall pay for or reimburse the Indemnitee's Expenses
associated with an Indemnifiable Event or other Proceeding involving the Company
or any entity

                                 --3--
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or person affiliated with the Company, in either case, in which the Indemnitee
is a witness but not a Party. If the Company does not pay for such Expenses, the
Company shall reimburse the Indemnitee the amount for which the Indemnitee is
entitled pursuant to this Section 2(d) within five business days of delivery to
the Secretary of the Company (or, if the Indemnitee is at such time the
Secretary, to the President of the Company) of a written demand for
reimbursement signed by the Indemnitee. Furthermore, nothing in this Agreement
shall be construed as limiting the Company's discretionary legal authority to
pay for or reimburse costs or liabilities incurred by the Indemnitee when the
Indemnitee is otherwise involved in a Proceeding other than as a Party in an
Indemnifiable Event.

     (e) If the Indemnitee has commenced a legal action in a court of competent
jurisdiction to secure a determination, with respect to an Indemnifiable Event,
that the Indemnitee is entitled to indemnification under this Agreement, any
determination made by the Reviewing Party that indemnification of the Indemnitee
is not permissible under the Massachusetts Business Corporation Act with respect
to such Indemnifiable Event shall not be binding, and the Indemnitee shall not
be required to reimburse the Company for any Expense Advance until a final
judicial determination (as to which all rights of appeal therefrom have been
exhausted or lapsed) is made with respect to such matter. If there has been no
determination by the Reviewing Party or if the Reviewing Party determines that
the Indemnitee is not permitted to be indemnified in whole or in part under
applicable law, the Indemnitee shall have the right to commence litigation in
any court in The Commonwealth of Massachusetts with subject matter jurisdiction
and in which venue is proper seeking an initial determination by the court or
challenging any such determination by the Reviewing Party or any aspect thereof,
and the Company hereby consents to service of process and to appear in any such
action. Any determination by the Reviewing Party otherwise shall be conclusive
and binding on the Company and the Indemnitee.

     (f) The obligations of the Company under this Section 2 shall be subject to
any undertaking by the Company to the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "SECURITIES ACT"), to submit to a
court of appropriate jurisdiction the question of whether a request for
indemnification made for Liabilities arising under the Securities Act (other
than for payment of expenses in the successful defense by the Indemnitee of any
action, suit or proceeding) is against public policy, and, in such case, the
Company and the Indemnitee shall be governed by the final adjudication of such
issue.

     3. CHANGE IN CONTROL. Notwithstanding any other provision of this
Agreement, if there is a Change in Control, then, with respect to any
Indemnifiable Event, the Reviewing Party shall be Special Legal Counsel. Such
Special Legal Counsel shall render a written opinion to the Company and the
Indemnitee as to such counsel's determinations pursuant to Section 2. The
Company agrees to pay the reasonable fees of the Special Legal Counsel and to
indemnify such counsel against any and all expenses (including attorneys' fees),
liabilities and damages relating to this Agreement or its engagement pursuant
hereto.

     4. ESTABLISHMENT OF TRUST. In the event of a Potential Change in Control,
the Company may create a trust (a "Trust") for the benefit of the Indemnitee
(either alone or together with one or more other indemnitees) and from time to
time fund such Trust, in such amounts as the Company's Board of Directors may
determine, to satisfy Liabilities reasonably anticipated to

                                 --4--
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be incurred by the Indemnitee in connection with Indemnifiable Events. The terms
of any Trust established pursuant hereto shall provide that upon a Change in
Control (a) the Trust shall not be revoked or the principal thereof invaded,
without the written consent of the Indemnitee, (b) the Trustee shall advance to
the Indemnitee, within two business days of a demand by the Indemnitee, preceded
or accompanied by an Indemnitee Statement (with the Indemnitee undertaking to
reimburse the Trust under the circumstances under which the Indemnitee would
otherwise be required to reimburse the Company), all Expenses incurred in
connection with the Indemnifiable Event, (c) the Trustee shall promptly pay to
the Indemnitee all amounts for which the Indemnitee shall be entitled pursuant
to this Agreement and (d) all unexpended funds in such Trust shall revert to the
Company upon a final determination by the Reviewing Party or a court of
competent jurisdiction, as the case may be, that the Indemnitee has been fully
indemnified under the terms of this Agreement. The Trustee shall be a person or
entity satisfactory to the Indemnitee. Nothing in this Section 4 shall relieve
the Company of any of its obligations under this Agreement.

     5. INDEMNIFICATION FOR ADDITIONAL EXPENSES. Subject to the last sentence of
this Section 5, the Company shall indemnify the Indemnitee against all Expenses
incurred by the Indemnitee in connection with any Proceeding brought by the
Indemnitee for (a) indemnification or advance payment of Expenses by the Company
under this Agreement (including this Section 5) or (b) recovery under any
directors' and officers' liability insurance policy maintained by the Company.
The Company shall within five business days of a written request from the
Indemnitee, advance funds to pay for, or reimburse amounts paid for, such
Expenses. The Indemnitee agrees to reimburse the Company for any amounts paid by
the Company pursuant to this Section 5 if the Company or the insurance company
(or companies), as the case may be, is wholly successful on the merits.

     6. PARTIAL INDEMNITY, ETC. If the Indemnitee is entitled under any
provision of this Agreement to indemnification by the Company for a portion of
the Liabilities associated with an Indemnifiable Event but not for the total
amount thereof, the Company shall indemnify the Indemnitee for the portion
thereof to which the Indemnitee is entitled. Notwithstanding any other provision
of this Agreement, the Company shall indemnify the Indemnitee against all
Expenses incurred by the Indemnitee in connection with an Indemnifiable Event in
which the Indemnitee is a Party, if the Indemnitee is wholly successful, on the
merits or otherwise, in the defense of such Indemnifiable Event.

     7. NO PRESUMPTION. For purposes of this Agreement, the termination of a
Proceeding by judgment, order, settlement or conviction, or upon a plea of NOLO
CONTENDERE or its equivalent, shall not be determinative that the Indemnitee did
not meet any particular standard of conduct.

     8. NON-EXCLUSIVITY, ETC. The rights of the Indemnitee hereunder shall be in
addition to any other rights the Indemnitee may have under the Company's
articles of organization and by-laws, the Massachusetts Business Corporation Act
or otherwise.

     9. LIABILITY INSURANCE. To the extent the Company maintains an insurance
policy or policies providing directors' and officers' liability insurance, the
Indemnitee shall be covered by such policy or policies, in accordance with its
or their terms.

                                 --5--
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     10. AMENDMENTS, ETC. No supplement, modification or amendment of this
Agreement shall be binding unless executed in writing by both of the parties
hereto. No waiver of any of the provisions of this Agreement shall constitute a
waiver of any other provisions hereof (whether or not similar) nor shall such
waiver constitute a continuing waiver.

     11. SUBROGATION. In the event of payment under this Agreement, the Company
shall be subrogated to the extent of such payment to all of the rights of
recovery of the Indemnitee, who shall execute all such papers and do all such
things as may be necessary or desirable to secure such rights.

     12. NO DUPLICATION OF PAYMENTS. The Company shall not be liable under this
Agreement to make any payment in connection with any Proceeding involving the
Indemnitee to the extent the Indemnitee has otherwise received payment (under
any insurance policy, the Company's articles of organization or by-laws or
otherwise) of the amounts otherwise indemnifiable hereunder.

     13. BINDING EFFECT, ETC. This Agreement shall be binding upon and inure to
the benefit of and be enforceable by the parties hereto and their respective
successors, assigns, including, with respect to the Company, any direct or
indirect successor by purchase, merger, consolidation or otherwise to all or
substantially all of the business or assets of the Company, and including, with
respect to the Indemnitee, the Indemnitee's estate, heirs and personal
representatives. This Agreement shall continue in effect regardless of whether
the Indemnitee continues to serve as an officer or director of the Company or of
any other enterprise at the Company's request.

     14. SEVERABILITY. The provisions of this Agreement shall be severable in
the event that any of the provisions hereof (including any provision within a
single section, paragraph or sentence) are held by a court of competent
jurisdiction to be invalid, void or otherwise unenforceable, and the remaining
provisions shall remain enforceable to the fullest extent permitted by law.

     15. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties and supersedes all prior communications, agreements and
understandings, written or oral, with respect to indemnification of the
Indemnitee by the Company for Indemnitee's service to the Company, provided,
however, that this Agreement shall in no way diminish rights of the Indemnitee
that accrued prior to the date of this Agreement.

     16. GOVERNING LAW. This Agreement shall be governed by and construed and
enforced in accordance with the laws of The Commonwealth of Massachusetts
applicable to contracts made and to be performed in such state without giving
effect to the principles of conflicts of law.

     17. REFERENCES. References to statutes, regulations and documents shall be
deemed to mean such statutes, regulations and documents as amended from time to
time and any successor statutes, regulations and documents.

                                 --6--
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INDEMNITEE                             GENZYME CORPORATION

By:  _________________________         By: ____________________________________
                                           Name:
                                           Title:

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