Genzyme Completes Acquisition of ILEX Oncology, Inc. Positions Itself in Expanding Oncology Market



    CAMBRIDGE, Mass., Dec. 21 /PRNewswire-FirstCall/ -- Genzyme Corporation
 (Nasdaq:   GENZ) announced today that it has completed its acquisition of ILEX
 Oncology, Inc., a cancer drug development company with a growing marketed
 product, a second product nearing approval and a third well into Phase 2
 development.  The stock-for-stock transaction is valued at approximately $1
 billion.
     The acquisition of ILEX creates a solid foundation for Genzyme's growing
 oncology business by adding an emerging commercial presence, a robust pipeline
 and highly-regarded clinical development organization to the company.  These
 assets significantly augment Genzyme's existing research and development
 programs in oncology and will leverage Genzyme's expertise in biologics
 manufacturing and targeted therapeutics.  In addition, there are great
 synergies with Genzyme's expanded oncology testing business.
     "Genzyme has conducted important research in oncology for several years,"
 said Duke Collier, executive vice president, Genzyme Corporation.  "It is a
 challenging disease, but one where biotechnology can make a significant
 difference to patients and their families.  With our acquisition of the cancer
 diagnostics business of Impath, Inc. earlier this year, and now with this
 exciting acquisition of the therapeutics products and development experience
 of ILEX, Genzyme is taking major steps to build its presence in oncology."
     The acquisition fits well with Genzyme's strategy.  Cancer is a
 significant unmet medical need that includes well-defined groups of
 addressable patient populations.  Each product in the company's portfolio is
 intended to make a major positive impact on the lives of patients with
 serious, complex diseases.
     "The strength of the ILEX team in successfully building one of the best
 emerging cancer therapeutics companies, combined with Genzyme's oncology
 pipeline, scientific resources and worldwide infrastructure,  provide the
 foundation for a sustainable and competitive commercial oncology business,"
 added Mark Enyedy, senior vice president and general manager of Genzyme's
 oncology business unit.  "Our immediate focus will be to advance clinical
 trials already well underway, to expand our sales and marketing capabilities
 to support the expected launch of clofarabine, and to build upon relationships
 with partners and customers."
     "We are very pleased that the oncology franchise that we envisioned has
 continued to progress nicely this year," said Jeff Buchalter, outgoing
 president and CEO of ILEX.  "Genzyme will now have the ability to advance this
 franchise to the next level and create value for all of the stakeholders who
 have made this business successful."
 
     Transaction Details
     ILEX shares have ceased trading and been delisted from Nasdaq.    Under
 the terms of the transaction, holders of ILEX stock received 0.4682 of a share
 of Genzyme stock for each share of their stock.  Cash will be paid for
 fractional shares.  In the next few weeks, former ILEX stockholders will
 receive instructional materials regarding the exchange of stock certificates.
 Genzyme will provide guidance for 2005 in its fourth quarter earnings press
 release on February 17.
     Genzyme will continue to maintain operations in San Antonio and has
 retained a large majority of ILEX employees.
 
     Campath:  The Product Leader in A Growing Commercial Business
     Genzyme gains a strong and growing oncology product through its
 acquisition of ILEX.  CAMPATH(R) (alemtuzumab for injection) is indicated in
 the United States for the treatment of B-cell chronic lymphocytic leukemia (B-
 CLL) in patients who have been treated with alkylating agents and have failed
 fludarabine therapy.  CAMPATH is a humanized monoclonal antibody that binds to
 a specific target, CD52, on cell surfaces directing the body's immune system
 to destroy malignant cells.  It is the first and only monoclonal antibody
 approved by the FDA for the treatment of patients with B-CLL, and is already
 having a significant impact less than three years after earning U.S. marketing
 approval.  CAMPATH is being evaluated in a number of clinical trials to
 potentially expand its use in cancer and in other disease areas, including a
 randomized Phase II trial versus Rebif(R) in treating multiple sclerosis.
     Schering AG holds exclusive worldwide marketing and distribution rights,
 plus additional exclusive rights in Japan and the Pacific Rim to CAMPATH
 (MABCAMPATH(R) in Europe).  In the United States, the product is marketed by
 Berlex Laboratories, a U.S. affiliate of Schering AG.  As part of its
 settlement with the FTC prior to the closing of the transaction, Genzyme has
 transferred to Schering exclusive responsibility for the development and
 commercialization of CAMPATH in solid organ transplantation, and Genzyme will
 no longer receive a share of U.S. profits from the use of the product in this
 area.  The agreement with Schering remains unchanged in all other respects.
 Genzyme remains committed to the solid organ transplantation market and will
 continue to support the development of Thymoglobulin(R) (anti-thymocyte
 globulin rabbit) and its pipeline of other products and product candidates in
 the field.
 
     Clofarabine Development
     Genzyme also gains an exciting product candidate in clofarabine, a next
 generation purine nucleoside analog that is believed to inhibit DNA production
 necessary for cancer cell growth.  Clolar(TM)(clofarabine) has been granted
 priority review by the U.S. Food and Drug Administration (FDA) for the
 treatment of relapsed or refractory acute leukemias in children.  Clolar was
 reviewed by the Oncologic Drug Advisory Committee (ODAC) earlier this month
 and was recommended for accelerated approval in children with
 relapsed/refractory acute lymphocytic leukemia.  The FDA is expected to
 respond to the marketing application on, or before, December 30.  If approved
 by the FDA, Clolar will be the first drug to be labeled initially for a
 pediatric leukemia in more than a decade.  Clolar also is being investigated
 for use in pediatric acute myelogenous leukemia and adult acute leukemias, as
 well as advanced solid tumors.
     Genzyme holds the exclusive rights to develop and market Clolar for cancer
 applications in the United States and Canada.  Bioenvision (Nasdaq:   BIVN) is
 responsible for developing clofarabine in the rest of the world and will pay
 royalties to Genzyme on sales of clofarabine outside of the United States and
 Canada.
     A second pipeline candidate, now in Phase 2 clinical development, is ILX-
 651, a synthetic analog of the natural substance dolastatin that has a unique
 mechanism of action targeting tubulin.  ILX-651 complements CAMPATH and Clolar
 in that it is directed at solid tumors rather than cancers of the blood.
 Genzyme has exclusive worldwide rights to ILX-651 in cancer.
 
     About Genzyme
     Genzyme Corporation is a global biotechnology company dedicated to making
 a major positive impact on the lives of people with serious diseases. The
 company's broad product portfolio is focused on rare genetic disorders, renal
 disease, osteoarthritis, cancer and immune-mediated diseases, and includes an
 industry-leading array of diagnostic products and services and sophisticated
 biomaterials. Genzyme's commitment to innovation continues today with expanded
 research into novel approaches to treat cancer, heart disease, and other areas
 of unmet medical need. More than 7,000 Genzyme employees in offices around the
 globe serve patients in over 80 countries.
     This press release contains forward-looking statements, including
 statements about: the impact of the anticipated transaction on Genzyme's
 operations and the potential benefits of the anticipated transaction; plans
 for expanding the indications of, and uses for, Campath and Clolar; receipt of
 marketing approval for Clolar from the FDA; and expectations regarding the
 advancement of clinical studies, the expansion of oncology sales and marketing
 capabilities, and the management of relationships with partners and customers.
 These statements are subject to risks and uncertainties that could cause
 actual results to differ materially from those projected in these forward-
 looking statements. These risks and uncertainties include, among others: the
 ability to successfully integrate ILEX's operations and programs with
 Genzyme's and the time and resources required to do so; enrollment rates for
 clinical trials; the timing and content of decisions made by regulatory
 authorities regarding the company's products and product candidates, including
 the receipt of marketing approval in the United States for Clolar; the ability
 to manufacture sufficient quantities of products for development and
 commercialization activities and to do so in a timely and cost-efficient
 manner; the ability to attract and retain qualified sales forces; the ability
 to manage key collaborative relationships successfully, the availability and
 extent of reimbursement from third party payers for Campath and Clolar; the
 scope, validity and enforceability of patents directed to, and the effect of
 any third party proprietary rights on, the company's products and product
 candidates; the accuracy of information concerning the markets for Campath and
 Clolar, including growth projections; and the risks and uncertainties
 described in reports filed by ILEX and Genzyme with the Securities and
 Exchange Commission under the Securities Exchange Act of 1934, as amended,
 including without limitation the information under the heading "Risk Factors"
 in the registration statement on Form S-4 filed by Genzyme with respect to the
 transaction and under the heading "Additional Business Risks" in ILEX's Annual
 Report on Form 10-K for the year ending December 31, 2003.  We caution
 investors not to place substantial reliance on the forward-looking statements
 contained in this press release.  These statements speak only as of the date
 of this press release, and we undertake no obligation to update or revise the
 statements, risks or reasons.  All forward looking statements are expressly
 qualified in their entirety by this cautionary statement.
     Genzyme(R) is a registered trademark of Genzyme Corporation.  CAMPATH(R)
 and MABCAMPATH(R) are registered trademarks, and Clolar(TM) is a trademark, of
 ILEX Oncology, Inc. or its subsidiaries.   Rebif(R) is a registered trademark
 of Ares Trading S.A.  Thymoglobulin(R) is a registered trademark of SangStat
 Medical Corporation.  All rights reserved.
 
     Genzyme's press releases and other company information are available at
 http://www.genzyme.com and by calling Genzyme's investor information line at
 1-800-905-4369 within the United States or 1-703-797-1866 outside the United
 States.
 
      Maria Foley (media)      Sally Curley (investors)
      (617) 768-6690           (617) 768-6140
 
 

SOURCE Genzyme Corporation

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