Notice of Grant of Stock Options and Option Agreement

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Exhibit 10.14.1

Effective [Date], you have been granted an Incentive Stock Option to buy [#,####] shares of GENZYME CORPORATION (the Company) stock at $[Value] per share.

The total option price of the shares granted is $[Value].

Shares in each period will become fully vested on the date shown.

MAINTAIN THIS COPY FOR YOUR RECORDS.

These options are granted under and governed by the terms and conditions of the Company's Stock Option plan as amended and the Option Agreement, all of which are attached and made a part of this document.

GENZYME CORPORATION 2004 EQUITY INCENTIVE PLAN
OFFICER (TIER I)
INCENTIVE STOCK OPTION AGREEMENT

        1.     Plan Incorporated by Reference.     This Option is issued pursuant to the terms of the Plan, as amended or may be amended, and this Incentive Stock Option Agreement ("Agreement"), and may be amended as provided in the Plan. Capitalized terms used and not otherwise defined in this Agreement have the meanings given to them in the Plan. This Agreement does not set forth all of the terms and conditions of the Plan, which are incorporated herein by reference. The Committee administers the Plan and its determinations regarding the operation of the Plan are final and binding. Copies of the Plan may be obtained upon written request without charge from the Shareholder Relations Department of the Company.

        2.     Option Price.     The price to be paid for each share of Common Stock issued upon exercise of the whole or any part of this Option (the "Option Price") is the option price set forth in the Notice of Grant of Stock Options associated with this Agreement ("Notice").

        3.     Exercisability Schedule.     This Stock Option will vest in accordance with the exercisability schedule set forth in the Notice, provided that Participant is continuously employed with the Company or an Affiliate through each applicable date set forth in such schedule, except as otherwise specified herein. This Option may be exercised for the purchase of only whole shares at any time and from time to time up to the number of shares vested per such schedule. Notwithstanding anything in this Agreement, this Option may not be exercised as to any shares after the date of expiration set forth in the Notice (the "Expiration Date").

        4.     Method of Exercise.     To exercise this Option, the Participant shall deliver written notice of exercise to the Company specifying the number of shares with respect to which the Option is being exercised accompanied by payment of the Option Price for such shares in cash, by certified check or in such other form, including shares of Common Stock of the Company valued at their Fair Market Value on the date of delivery, as the Committee may approve. Promptly following such notice, the Company will deliver to the Participant a certificate representing the number of shares with respect to which the Option is being exercised.

        5.     Recapitalization, Mergers, Etc.     In the event of a consolidation or merger of the Company with another entity, the sale or exchange of all or substantially all of the assets of the Company or a reorganization or liquidation of the Company, the Committee may upon written notice to the Participant provide that this Option shall terminate on a date not less than 20 days after the date of such notice unless theretofore exercised. In connection with such notice, the Committee may in its discretion accelerate or waive any deferred exercise period. Notwithstanding the foregoing, in the event of a Change in Control of the Company (as defined in the Participant's employment agreement), this Option shall become exercisable as to all shares without regard to any deferred exercisability schedule or deferred exercise period.

        6.     Option Not Transferable.     This Option is not transferable by the Participant otherwise than by will or the laws of descent and distribution, and is exercisable, during the Participant's lifetime, only by the Participant. The naming of a Designated Beneficiary does not constitute a transfer.

        7.     Exercise of Option After Termination of Employment.     If the Participant's employment with (a) the Company, (b) an Affiliate, or (c) a corporation (or parent or subsidiary corporation of such corporation) issuing or assuming a stock option in a transaction to which section 424(a) of the Code applies, is terminated for any reason other than by the Company without cause; by the Company as a result of disability (as defined in the Participant's employment agreement); due to death or after having achieved retirement status (defined as a minimum of age 60 plus a minimum of five years of service provided termination is not for cause), the Participant may exercise the rights that were available to the Participant at the time of such termination only within three months from the date of termination. If Participant's employment is terminated by the Company without cause, this Option shall become exercisable as to all shares without regard to any deferred exercise period, and such rights may be

exercised within three months from the date of termination. If Participant's employment is terminated as a result of disability, this Option shall become exercisable as to all shares without regard to any deferred exercise period, and such rights may be exercised within twelve months from the date of termination. Upon the death of the Participant, this Stock Option shall become exercisable as to all shares without regard to any deferred exercise period, and his or her Designated Beneficiary shall have the right, at any time within twelve months after the date of death, to exercise such rights. Notwithstanding the foregoing three sentences, if the Participant has achieved retirement status as of the date of termination for any reason (including death and disability) except for cause, this Stock Option shall become exercisable as to all shares without regard to any deferred exercise period, and such rights may be exercised within three years from the date of termination. Termination by the Company of the Participant's employment for "cause" shall mean termination upon (A) the willful and continued failure by him or her to substantially perform his or her duties with the Company (other than any such failure resulting from his or her incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Participant by the Company, which demand specifically identifies the manner in which the Company believes that he or she has not substantially performed his or her duties, or (B) the willful engaging by the Participant in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. No act, or failure to act, on the Participant's part shall be deemed "willful" unless done, or omitted to be done, by him or her not in good faith and without reasonable belief that his or her action or omission was in the best interest of the Company. In the case of any Participant who is a corporate officer of the Company, determination for purposes of this section of whether termination of such Participant's employment is for "cause" shall be made by the Committee. In the case of any Participant who is not a corporate officer of the Company, determination for purposes of this section of whether termination of such Participant's employment is for "cause" shall be made by the Senior Vice President, Chief Human Resources Officer, in his sole discretion, whose decision shall be final.

        8.     Compliance with Securities Laws.     It shall be a condition to the Participant's right to purchase shares of Common Stock hereunder that the Company may, in its discretion, require (a) that the shares of Common Stock reserved for issue upon the exercise of this Option shall have been duly list