THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Genzyme Corporation (GENZ)

4/13/2006 Proxy Information

Dyax. We have a collaboration with Dyax to develop and commercialize DX-88 for the treatment of hereditary angioedema (HAE) and other chronic inflammatory diseases. Pursuant to applicable accounting rules, we consolidate the results of Dyax-Genzyme LLC, of which we own 49.99%. Our consolidated balance sheet as of December 31, 2005 includes assets related to Dyax-Genzyme LLC, which are not significant. We have recorded Dyax’s portion of this joint venture’s losses as minority interest in our consolidated statements of operations for 2005.

Under the terms of our collaboration agreement, both companies share development costs of DX-88 for HAE. In December 2005 we paid Dyax a $3.0 million milestone payment after dosing the first patient in a pivotal clinical trial of DX-88 for HAE. In addition, we will also be obligated to pay Dyax potential milestone payments of $10.0 million for the first product derived from DX-88 that is approved by the FDA and up to $15.0 million if DX-88 is approved in additional indications. Contingent upon successful development and receipt of regulatory approvals, we will market the product worldwide. We will share equally with Dyax profits from sales of DX-88 for HAE and/or other chronic inflammatory diseases.

In May 2002, we extended to Dyax a $7.0 million line of credit. Dyax issued a senior secured promissory note in the principal amount of $7.0 million to us under which it can request periodic advances of not less than $250,000 in principal, subject to certain conditions. Advances under this note were due, together with any accrued but unpaid interest, in May 2005. Dyax exercised its right to extend the maturity of the note to May 2007. As of December 31, 2005, Dyax had drawn $7.0 million under the note, which we have recorded as a note receivable-related party in our consolidated balance sheet. Advances under this note bear interest at the prime rate plus 2%, which was 9.25% at December 31, 2005,

Mr. Blair is chairman and chief executive officer of Dyax. Dr. Cooney owns a total of 7,857 shares of Dyax common stock and holds options for a total of 2,000 shares of Dyax common stock and Messrs. Termeer and Wirth own a total of 12,429 shares of Dyax common stock. As of March 31, 2006, we own approximately 1.5% of Dyax’s outstanding common stock.

Peptimmune. Until March 2003, we owned 100% of Peptimmune, Inc. As a result of the sale by Peptimmune of shares of its Series B voting preferred stock to third parties, our ownership of Peptimmune decreased to approximately 12% in March 2003. As of March 31, 2006, we own approximately 8% of Peptimmune stock. We currently have service agreements with Peptimmune under which we provide research and development and general and administrative services. In 2005, Peptimmune paid us $637,300 under these service agreements.

Mr. Carpenter is currently executive chairman of the board of Peptimmune and served as president and chairman of Peptimmune from January 2002 until November 2004. Peptimmune paid Mr. Carpenter a total of $75,000 in 2005. Mr. Carpenter owns 595,238 shares of Peptimmune Series B Preferred stock and 2,018,750 shares of Peptimmune common stock and holds stock options to purchase 31,250 shares of Peptimmune common stock.

4/18/2005 Proxy Information

In October 1998, we entered into a collaboration agreement with Dyax to develop and commercialize one of Dyax's proprietary compounds for the treatment of chronic inflammatory diseases. In May 2002, we restructured our collaboration agreement with Dyax for the development of the kallikrein inhibitor DX-88. In 2003, we acquired a 49.99% interest in Dyax-Genzyme LLC, formerly known as Kallikrein LLC, our joint venture with Dyax for the development of DX-88 for hereditary angioedema (HAE) and other chronic inflammatory diseases.

Pursuant to applicable accounting rules, we consolidate the results of Dyax-Genzyme LLC and our consolidated balance sheet as of December 31, 2004 includes assets of $0.5 million related to Dyax-Genzyme LLC. We have recorded Dyax's portion of this joint venture's losses as minority interest in our consolidated statements of operations for 2004.

Under the terms of the collaboration agreement, both companies share development costs of DX-88 for HAE. In addition, Dyax will receive milestone payments from us upon dosing the first HAE patient in a pivotal clinical trial of DX-88 and upon regulatory approvals for the first indication. Dyax will also receive milestone payments from us if DX-88 is approved in additional indications. Contingent upon successful development and receipt of regulatory approvals, we will market the product worldwide. Both companies will share equally in profits from sales of DX-88 for HAE and/or other chronic inflammatory diseases.

In May 2002, we extended to Dyax a $7.0 million line of credit. Dyax issued a senior secured promissory note in the principal amount of $7.0 million to us under which it can request periodic advances of not less than $250,000 in principal, subject to certain conditions. Advances under this note bear interest at the prime rate plus 2%, which was 7.25% at December 31, 2004, and are due, together with any accrued but unpaid interest, in May 2005. Dyax may extend the maturity of the note to May 2007 if the collaboration is in effect, no defaults or events of default exist and Dyax satisfies the financial covenants in the note as of the initial maturity date. As of December 31, 2004, Dyax had drawn $7.0 million under the note, which we have recorded as a note receivable-related party in our consolidated balance sheet.

Mr. Blair is chairman and chief executive officer of Dyax. Dr. Anagnostopoulos is a director of Dyax. Drs. Anagnostopoulos and Cooney hold options for a total of 59,315 shares of Dyax common stock and Dr. Anagnostopoulos and Messrs. Termeer and Wirth own a total of 26,014 shares of Dyax common stock. We currently own approximately 1.8% of Dyax's outstanding common stock.

Peptimmune. Until March 2003, we owned 100% of Peptimmune, Inc. As a result of the sale by Peptimmune of shares of its Series B voting preferred stock to third parties, our ownership of Peptimmune decreased to approximately 12% in March 2003. We currently own approximately 10% of Peptimmune stock. We currently have service agreements with Peptimmune under which we provide research and development and general and administrative services. In 2004, Peptimmune paid us $679,400 under these service agreements. Mr. Carpenter is currently executive chairman of the board of Peptimmune and served as president and chairman of Peptimmune from January 2002 until November 2004. Peptimmune paid Mr. Carpenter a total of $258,700 in 2004. Mr. Carpenter owns 119,047 shares of Peptimmune Series B Preferred stock and 2,018,750 shares of Peptimmune common stock and holds stock options to purchase 32,250 shares of Peptimmune common stock.

4/22/2004 Proxy Information

Mr. van Heek. In connection with tax payments due in the Netherlands in 1996 on stock options granted to Mr. van Heek while he was an employee of Genzyme BV, our wholly-owned subsidiary, we loaned Mr. van Heek 145,637 Dutch guilders. This loan accrued interest at a semi-annual compound interest rate of 5.65% for 11,182 Dutch guilders and 5.38% for 134,455 Dutch guilders. As of March 1, 2003 the balance outstanding under these loans was 210,738 Dutch guilders, or 95,629 Euros. These loans have been paid in full as of March 31, 2003. Mr. van Heek's wife, Christine van Heek, was president of our therapeutics business unit until October 2003. Ms. van Heek received aggregate compensation of $379,500 during 2003.

Dyax. In October 1998, we entered into a collaboration agreement with Dyax to develop and commercialize one of Dyax's proprietary compounds for the treatment of chronic inflammatory diseases. In May 2002, we restructured our collaboration agreement with Dyax for the development of the kallikrein inhibitor DX-88. In 2003, we acquired a 49.99% interest in Kallikrein LLC, our joint venture with Dyax for the development of DX-88 for hereditary angioedema (HAE) and other chronic inflammatory diseases.

In January 2003, FASB issued FASB Interpretation No. 46, or FIN 46, which addresses the consolidation of variable interest entities by businesses that are primary beneficiaries. As a result of our adoption of FIN 46, we have consolidated the results of Kallikrein LLC, which we became a member of in 2003. Our consolidated balance sheet as of December 31, 2003 includes assets of $1.4 million related to Kallikrein LLC, substantially all of which are included in accounts receivable. We have recorded Dyax's portion of this joint venture's losses as minority interest in our consolidated statements of operations for 2003.

Under the terms of the collaboration agreement, both companies will share development costs of DX-88 for HAE going forward. In addition, Dyax will receive milestone payments from us upon dosing the first HAE patient in a pivotal clinical trial of DX-88 and upon regulatory approvals for the first indication. Dyax will also receive milestone payments from us if DX-88 is approved in additional indications. Contingent upon successful development and receipt of regulatory approvals, we will market the product worldwide. Both companies will share equally in profits from sales of DX-88 for HAE and/or other chronic inflammatory diseases. In March 2003, Dyax exercised an option to acquire from us all rights to DX-88 for surgical indications.

In May 2002, we extended to Dyax a $7.0 million line of credit. Dyax issued a senior secured promissory note in the principal amount of $7.0 million to us under which it can request periodic advances of not less than $250,000 in principal, subject to certain conditions. Advances under this note bear interest at the prime rate plus 2%, which was 6.0% at December 31, 2003, and are due, together with any accrued but unpaid interest, in May 2005. As of December 31, 2003, Dyax had drawn $7.0 million under the note, which we have recorded as a note receivable-related party in our consolidated balance sheet.

Mr. Blair is chairman and chief executive officer of Dyax and Mr. Blair and Dr. Anagnostopoulos are directors of Dyax. Drs. Anagnostopoulos and Cooney and Messrs. Termeer and Wirth hold options for a total of 64,409 shares of Dyax common stock and Dr. Anagnostopoulos and Messrs. van Heek and Wirth own a total of 23,080 shares of Dyax common stock.

Peptimmune. Until March 2003, we owned 100% of Peptimmune, Inc. As a result of the sale by Peptimmune of shares of its Series B voting preferred stock to third parties, our ownership of Peptimmune decreased to approximately 12% in March 2003. We currently have service agreements with Peptimmune under which we provide research and development and general and administrative services. In 2003, Peptimmune paid us $5.7 million under these service agreements. Mr. Carpenter is chairman and chief executive officer of Peptimmune.

Mr. Carpenter receives compensation in his capacity as chairman and chief executive officer of Peptimmune, Inc. which, until the sale by Peptimmune of additional shares of its preferred stock on March 4, 2003, was a wholly-owned subsidiary of ours. He has been granted options to purchase 2,950,000 shares of Peptimmune common stock. Peptimmune paid Mr. Carpenter a total of $253,978 in 2003. We currently own approximately 12% of the outstanding Peptimmune stock.

4/23/2003 Proxy Information

Mr. van Heek. In connection with tax payments due in the Netherlands in 1996 on stock options granted to Mr. van Heek while he was an employee of Genzyme BV, our wholly-owned subsidiary, we loaned Mr. van Heek 145,637 Dutch guilders. This loan accrued interest at a semi-annual compound interest rate of 5.65% for 11,182 Dutch guilders and 5.38% for 134,455 Dutch guilders. As of March 1, 2003 the balance outstanding under these loans was 210,738 Dutch guilders, or 95,629 Euros. These loans have been paid in full as of March 31, 2003. Mr. van Heek's wife, Christine van Heek, is President, Genzyme Therapeutics. Ms. van Heek received aggregate compensation of $381,800 during 2002.

Dyax. We have two license agreements with Dyax for Dyax's phage display technology for which we pay an annual license maintenance fee of $50,000. We will also make milestone payments and pay royalties on net sales of diagnostic and therapeutic products discovered, made or developed using the licensed technology.

From September 1996 through April 2002, we subleased office and laboratory space in Cambridge, Massachusetts to Dyax. Rental payments under this sublease were $53,943 per month. Dyax paid approximately $215,773 in sublease fees to us during 2002.

In October 1998, we entered into a collaboration with Dyax to develop and commercialize one of Dyax's proprietary compounds for the treatment of chronic inflammatory diseases. In May 2002, we restructured our collaboration agreement with Dyax for the development of the kallikrein inhibitor DX-88. As a result, our option to acquire a 50% interest in DX-88 for hereditary angioedema, or HAE, and other potential indications will be exercisable after the first phase 2 clinical trial of DX-88 for use in HAE has concluded and we have had an opportunity to review the data. The restructured agreement also provides Dyax with an option to acquire our interest in the potential application of DX-88 for the reduction of blood loss and other effects of systemic inflammatory responses in surgery. Dyax exercised this option on March 28, 2003, and will make the required payment of $1,000,000 in April 2003.

Under the revised collaboration agreement, the line of credit we extended to Dyax was increased from $3.0 million to $7.0 million. In connection with the increase, Dyax issued a senior secured promissory note in the principal amount of $7.0 million to us under which it can request periodic advances of not less than $250,000 in principal, subject to certain conditions. Advances under this note bear interest at the prime rate plus 2%, which was 6.3% at September 30, 2002, and are due, together with any accrued but unpaid interest, in May 2005. Pursuant to the terms of the note, we are not obligated to make advances in excess of $1.5 million during any calendar quarter. As of December 31, 2002, Dyax had drawn $7.0 million under the note, which we have recorded as a note receivable-related party in our consolidated balance sheet and the combined balance sheet of Genzyme General.

Mr. Blair is chairman and chief executive officer of Dyax and Mr. Blair and Dr. Anagnostopoulos are directors of Dyax. Dr. Cooney and Messrs. Termeer and Wirth hold stock options for a total of 23,349 shares of Dyax common stock.

Dr. Cooney provided consulting services to us from 1983 until October 2002. Dr. Cooney's agreement covered 15 days of consulting services during the year for an annual fee of $30,000, plus expenses. For each day he worked in excess of 15 days he was paid $2,000 per day or $250 per hour for partial days. For services provided under this agreement for 2002, we paid Dr. Cooney $17,500. Dr. Cooney's agreement was terminated in October 2002.

Mr. Carpenter receives compensation in his capacity as chairman of the board and chief executive officer of Peptimmune, Inc. which, until the sale by Peptimmune of additional shares of its preferred stock on March 4, 2003, was a wholly-owned subsidiary of ours. As chairman, he is paid a quarterly retainer of $12,500 and has been granted stock options to purchase 125,000 shares of Peptimmune common stock. As chief executive officer of Peptimmune while it was our wholly-owned subsidiary, Mr. Carpenter was paid an annual salary of $60,000 and was granted stock options to purchase 75,000 shares of Peptimmune common stock. Peptimmune paid Mr. Carpenter a total of $46,333 in 2002. We currently own approximately 10% of Peptimmune common stock.