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                                                                    EXHIBIT 99.1

MANAGEMENT AND ACCOUNTING POLICIES GOVERNING THE RELATIONSHIP OF GENZYME
DIVISIONS

      The Genzyme Board of Directors (the "Genzyme Board") has adopted the
following policies to govern the management of the General Division, the Tissue
Repair Division and the Molecular Oncology Division and the relationships
between such Divisions. Except as otherwise provided in the policies, the
Genzyme Board may modify or rescind the policies in its sole discretion without
approval of the stockholders, subject only to the Genzyme Board's fiduciary duty
to Genzyme's stockholders.

1.    PURPOSE OF THE TISSUE REPAIR AND MOLECULAR ONCOLOGY DIVISIONS. The purpose
of the Tissue Repair Division is to create a business with a comprehensive
approach to the field of tissue repair by developing and commercializing a
portfolio of novel products for the treatment and prevention of serious tissue
injury (excluding products developed on behalf of Genzyme Development 
Partners, L.P.). The purpose of the Molecular Oncology Division is to create a
focused, integrated oncology business that will develop and commercialize novel
therapeutic and diagnostic products and services based upon molecular tools and
genomic information. In addition to the programs initially assigned to each of
the Tissue Repair Division and the Molecular Oncology Division, it is expected
that the product and service portfolio of each Division will expand through the
addition of complementary programs, products and services developed either
internally or externally to the Division, including acquiring or in-licensing
programs, products and services from outside of Genzyme. Each of the Tissue
Repair Division and the Molecular Oncology Division will be operated and managed
similarly to the General Division.

2.    REVENUE ALLOCATION. Other than revenues received in connection with
transactions subject to Paragraph 8, revenues from the sale of a Division's
products and services shall be credited to that Division.

3.    EXPENSE ALLOCATION. Other than expenses incurred in connection with
transactions subject to Paragraph 8, all direct expenses shall be charged to the
Division for the benefit of which they are incurred. Corporate and general and
administrative expenses or other indirect costs will be allocated to each
Division in a reasonable and consistent manner based on utilization by the
Division of the services to which such costs relate.

4.    TAX ALLOCATIONS. Income taxes shall be allocated to each Division based
upon the financial statement income, taxable income, credits and other amounts
properly allocable to such Division under generally accepted accounting
principles as if each Division were a separate taxpayer; provided, however, that
as of the end of any fiscal quarter of Genzyme, any projected tax benefit
attributable to any Division that cannot be utilized by such Division to offset
or reduce its current or deferred income tax expense may be allocated to the
other Divisions in proportion to their taxable income without any compensating
payment or allocation.

5.    ACQUISITIONS OF PROGRAMS, PRODUCTS OR ASSETS. Upon the acquisition by 
Genzyme from a third party of any programs, products or assets (whether by
acquisition of assets or stock, merger, consolidation or otherwise), the
aggregate cost of the acquisition and the programs, products or assets acquired
shall be allocated among the Divisions of Genzyme. In the case of material
acquisitions, such allocation shall be made in a manner determined by the
Genzyme Board to be fair and reasonable to each Division and to holders of the
common stock representing each Division, taking into account such matters as the
Genzyme Board and its financial advisors, if any, deem relevant. Any such
determination by the Genzyme Board will be final and binding on all holders of
common stock.

6.    DISPOSITION OF PROGRAMS, PRODUCTS OR ASSETS. Upon any sale, transfer,
assignment or other disposition by Genzyme of any product, program or asset not
consisting of all or substantially all of the assets of a Division, all proceeds
from such disposition shall be allocated to the Division to which the program,
product or asset had been allocated. If the program, product or asset was
allocated to more than one Division, the proceeds of the disposition shall be
allocated among such Divisions based on their respective interests in such
program, product or asset. Such allocation shall be made in a manner determined
by the Genzyme Board to be fair and reasonable to such Divisions and to holders
of the common stock representing such Divisions, taking into account such
matters as the Genzyme Board and its financial advisors, if any, deem relevant.
Any such determination by the Genzyme Board will be final and binding on all
holders of common stock.


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7.    INTERDIVISION ASSET TRANSFERS. The Genzyme Board may at any time and from
time to time reallocate any program, product or other asset from one Division to
any other Division. All such reallocations shall be done at fair market value,
determined by the Genzyme Board, taking into account, in the case of a program
under development, the commercial potential of such program, the phase of
clinical development of such program, the expenses associated with realizing any
income from such program, the likelihood and timing of any such realization and
other matters that the Genzyme Board and its financial advisors, if any, deem
relevant. The consideration for such reallocation may be paid by one Division to
another in cash or other consideration with a value equal to the fair market
value of the assets being reallocated or, in the case of a reallocation of
assets from the General Division to the Tissue Repair Division or to the
Molecular Oncology Division, the Genzyme Board may elect to account for such
reallocation as an increase in the Designated Shares representing the Division
to which such assets are reallocated in accordance with the provisions of
Genzyme's Articles of Organization.

      Notwithstanding the foregoing, no Key GTR Program or Key GMO Program, as
defined below, may be transferred out of the Tissue Repair Division or the
Molecular Oncology Division, respectively, without a class vote of the holders
of the common stock representing the Division from which such Key GTR Program or
Key GMO Program is to be removed unless the Genzyme Board determines that (i) in
the case of a Key GTR Program, such Key GTR Program has application outside of
the field of tissue repair (in which case it may be transferred out only for the
non-tissue repair applications) and (ii) in the case of a Key GMO Program, such
Key GMO Program has application outside of the field of oncology (in which case
it may be transferred out only for the non-oncology applications; provided,
however that the SAGE Service (as herein defined) may not be transferred out of
the Molecular Oncology Division for any application without the approval of the
holders of the GMO Stock voting as a separate class).

      A "Key GTR Program" is any of the following: (i) Vianain7 for debridement
of necrotic or damaged tissue; (ii) TGF-(beta)2 for all indications licensed
from Celtrix Pharmaceuticals, Inc. as of December 16, 1994; (iii) Epicel(SM)
cultured epithelial cell autografts for tissue replacement or repair; (iv)
Acticel(SM) cultured epithelial cell allografts for tissue replacement or 
repair; (v) CARTICEL(TM) Autologous Chondrocyte Service; and (vi) any additional
tissue repair program or product being developed from time to time in the Tissue
Repair Division which (a) constituted 20% or more of the research and
development budget of the Tissue Repair Division in any one of the three most
recently completed fiscal years or (b) has had a cumulative investment of $8
million or more in research and development expenses by the Tissue Repair
Division.

      A "Key GMO Program" is any of the following: (i) use of the Serial
Analysis of Gene Expression ("SAGE") technology licensed from The Johns Hopkins
University School of Medicine for third parties ("SAGE Service"); (ii) the
clinical program developing adenovirus vectors containing the tumor antigens
Ad-MART 1 or Ad-gp100 for the treatment of melanoma; (iii) the "suicide" gene
therapy research program developing adenovirus and lipid vectors containing
genes to enhance chemotherapy for oncology indications; (iv) the research
program developing adenovirus and lipid vectors containing tumor suppressor
genes for oncology indications; (v) the research program developing adenovirus
and lipid vectors containing genes to regulate the immune system for oncology
indications, including heat shock proteins; (vi) the research program developing
antibody-based gene therapy for the treatment of tumors; and (vii) any
additional program, product or service being developed from time to time in the
Molecular Oncology Division which (a) constituted 20% or more of the research
and development budget of the Molecular Oncology Division in any one of the
three most recently completed fiscal years or (b) has had a cumulative
investment of $8 million or more in research and development expenses by the
Molecular Oncology Division.

      The foregoing policies regarding transfers of assets between Divisions
will not be changed by the Genzyme Board without the approval of the holders of
the GTR Stock and the GMO Stock, each voting as a separate class; provided,
however, that if a policy change affects the Tissue Repair Division or the
Molecular Oncology Division alone, only holders of shares representing the
affected Division will be entitled to vote on such matter.

8.    OTHER INTERDIVISION TRANSACTIONS. This policy shall cover interdivision
transactions other than asset transfers, which shall be subject to Paragraph 7.
From time to time, a Division may engage in transactions directly with one or
more other Divisions or jointly with one or more other Divisions and one or more
third parties. Such transactions may include agreements by one Division to
provide products and services for use by another Division and joint

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ventures or other collaborative arrangements involving more than one Division to
develop new products and services jointly and with third parties. Such
transactions shall be subject to the following conditions:

      (a) Research performed by one Division for the benefit of another Division
will be charged to the Division for which the work is performed on a cost basis,
such costs will be allocated in the manner described in Paragraph 3, and the
Division performing the research will not recognize revenue as a result of
performing such research.

      (b) Corporate and general and administrative services will be provided by
each Division to any other Division requesting such services on a cost basis and
such costs shall be allocated in the manner described in Paragraph 3.

      (c) Other than research, corporate and general and administrative
services, interdivision transactions will be on terms and conditions that would
be obtainable in transactions negotiated at arm's length with unaffiliated third
parties.

      (d) Any interdivision transaction (i) to be performed on terms and
conditions that deviate from the policies set forth in subparagraphs (a), (b) or
(c) of this Paragraph 8 and (ii) that is material to one or more of the
participating Divisions will require approval by the Genzyme Board, which
approval shall include a determination by the Genzyme Board that the transaction
is fair and reasonable to each participating Division and to holders of the
common stock representing each such Division.

      (e) If a Division (the "Purchasing Division") requires any product or
service from which another Division (the "Selling Division") derives revenues
from sales to third parties (a "Commercial Product or Service"), the Purchasing
Division may solicit from the Selling Division a bid to provide such Commercial
Product or Service in addition to any bids solicited by the Purchasing Division
from third parties. Subject to the determination by Genzyme Board that the bid
of the Selling Division is fair and reasonable to each Division and to holders
of the common stock representing each Division and that the Purchasing Division
will accept the Selling Division=s bid, the Purchasing Division may accept any
bid deemed to offer the most favorable terms and conditions for providing the
Commercial Product or Service sought by the Purchasing Division.

      (f) Loans may be made from time to time between Divisions. Any such loan
of $1 million or less will mature within 18 months and interest will accrue at
the best borrowing rate available to Genzyme for a loan of like type and
duration. Amounts borrowed in excess of $1 million will require approval of the
Genzyme Board, which approval shall include a determination by the Genzyme Board
that the material terms of such loan, including the interest rate and maturity
date, are fair and reasonable to each participating Division and to holders of
the common stock representing each such Division.

9.    ACCESS TO TECHNOLOGY AND KNOW-HOW. Each of the General Division, the 
Tissue Repair Division and the Molecular Oncology Division will have free access
to all technology and know-how of Genzyme that may be useful in such Division's
business, subject to any obligations or limitations applicable to Genzyme.

10.   DISPOSITION OF GTR AND GMO DESIGNATED SHARES.

      (a) The GTR Designated Shares and the GMO Designated Shares may be (i)
issued upon the exercise or conversion of outstanding stock options, warrants or
convertible securities allocated to the General Division, (ii) subject to the
restrictions set forth in Paragraph 11, sold for any valid business purpose, or
(iii) distributed as a dividend to the holders of shares of GGD Stock, all as
determined from time to time by the Genzyme Board in its sole discretion.

      (b) If, as of May 31 of each year starting May 31, 1997, the number of GTR
Designated Shares on such date exceeds the sum of (i) ten percent (10%) of the
number of shares of GTR Stock then issued and outstanding and (ii) the number of
shares of GTR Stock issuable on such date with respect to stock options, stock
purchase rights, warrants or other securities convertible into or exercisable
for shares of GTR Stock outstanding on such date, substantially all GTR
Designated Shares will be distributed to holders of record of GGD Stock (a

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"Distribution"), subject to reservation of a number of such shares equal to the
sum of (x) the number of GTR Designated Shares reserved for issuance with
respect to stock options, stock purchase rights, warrants or other securities
convertible into or exercisable for shares of GGD Stock outstanding on such date
(AGGD Convertible Securities@) as a result of anti-dilution adjustments required
by the terms of such instruments or approved by the Genzyme Board and (y) the
number of GTR Designated Shares reserved by the Genzyme Board as of such date
for sale not later than six months after such date, the proceeds of which sale
will be allocated to the General Division.

      (c) If, as of November 30 of each year starting November 30, 1998, the
number of GMO Designated Shares on such date exceeds the sum of (i) ten percent
(10%) of the number of shares of GMO Stock then issued and outstanding and (ii)
the number of shares of GMO Stock issuable on such date with respect to stock
options, stock purchase rights, warrants or other securities convertible into or
exercisable for shares of GMO Stock outstanding on such date, substantially all
GMO Designated Shares will be distributed to holders of record of GGD Stock,
subject to reservation of a number of such shares equal to the sum of (x) the
number of GMO Designated Shares reserved for issuance upon the exercise or
conversion of GGD Convertible Securities as a result of anti-dilution
adjustments required by the terms of such instruments or approved by the Genzyme
Board and (y) the number of GMO Designated Shares reserved by the Genzyme Board
as of such date for sale not later than six months after such date, the proceeds
of which sale will be allocated to the General Division; provided, however, that
if, prior to November 30, 1998, Genzyme has completed the initial public
offering of GMO Stock, Genzyme may defer the distribution of GMO Designated
Shares provided in this policy until the later of November 30, 1998 or 360 days
after the date such offering was completed.

11.   ISSUANCE AND SALE OF ADDITIONAL SHARES OF COMMON STOCK. When additional
shares of common stock are issued and sold by Genzyme, Genzyme will identify (i)
the number of such shares issued and sold for the account of the Division to
which they relate, the proceeds of which will be allocated to and reflected in
the financial statements of such Division and (ii) the number of such shares
issued and sold that shall reduce the number of Designated Shares of such
Division. Notwithstanding the foregoing, Genzyme will not sell any GTR
Designated Shares or GMO Designated Shares (except upon exercise or conversion
of options, warrants or convertible securities issued by the General Division
that were adjusted as a result of a dividend of GTR or GMO Stock paid to holders
of GGD Stock) unless (i) the Genzyme Board determines that the Tissue Repair
Division or the Molecular Oncology Division, as the case may be, has cash
sufficient to fund its operations for at least the next 12 months or (ii) shares
of GTR Stock or GMO Stock, as the case may be, are concurrently being sold for
the account of the Tissue Repair Division or the Molecular Oncology Division,
respectively, in an amount that will produce proceeds sufficient to fund such
Division's cash needs for the next 12 months.

12.   OPEN MARKET PURCHASES OF SHARES OF COMMON STOCK. Genzyme may make open
market purchases of its common stock in accordance with applicable securities
law requirements; provided, however, that in no event shall any such purchases
be made if as an immediate result thereof the number of Designated Shares
representing a Division will exceed 60% of the number of shares of such Division
outstanding plus such number of Designated Shares. Notwithstanding the
foregoing, within 90 days of any open market purchase of the common stock
representing any Division, Genzyme may not exercise the right provided under its
Articles of Organization to exchange shares representing such Division for cash
and/or shares of GGD Stock.

13.   CLASS VOTING. In addition to any stockholder approval required by
Massachusetts law, whenever the approval of the holders of the common stock
representing a Division is required to take any action pursuant to these
policies or Genzyme's Articles of Organization, such requirement shall be
satisfied if a meeting of the holders of the common stock representing such
Division is held at which a quorum is present and the votes cast in favor of the
proposed action exceed the votes cast against.

14.   NON-COMPETE. Genzyme will not develop products or services outside of the
Tissue Repair Division or the Molecular Oncology Division which compete or would
compete with products or services being developed or sold by the Tissue Repair
Division or the Molecular Oncology Division, respectively, other than through
joint ventures or other collaborative arrangements involving more than one
Division to develop new products and services jointly and with third parties,
which transactions shall be subject to the conditions set forth in Paragraph 8.