Genzyme Corporation and Carl C. Icahn and certain of his affiliated private investment funds announced today an agreement to settle their proxy contest. Under the agreement, the Icahn funds will withdraw its slate of four nominees for Genzyme’s board of directors and vote its Genzyme shares in favor of the company’s nominees, and Genzyme will appoint Steven Burakoff, M.D., and Eric Ende, M.D., to serve as directors immediately following its June 16 annual meeting of shareholders.

Dr. Burakoff, one of the Icahn Funds’ nominees, is Professor of Medicine, Hematology and Medical Oncology at the Mount Sinai School of Medicine and Director of the Tisch Cancer Institute at the Mount Sinai Medical Center. Dr. Ende, a participant in the Icahn funds’ proxy solicitation, is a former biotechnology analyst with Merrill Lynch & Co. Inc.

“Over the past year, we have made substantial progress in enacting operational and organizational changes to return to our historical path of sustainable growth,” said Henri A. Termeer, Genzyme’s chairman and chief executive officer. “This agreement provides a pragmatic and constructive solution that allows us to focus on continuing to strengthen and build the company to create value for our shareholders.”

Carl Icahn said: “I am always pleased when a proxy fight can be avoided. I believe Drs. Burakoff and Ende will add significant medical and financial expertise to the Genzyme board. I am also very heartened that the Genzyme board recently brought on Ralph Whitworth, a longtime activist, as a director, and announced that Dennis Fenton will shortly be added to the board as well.”

Mr. Icahn went on to say that the addition of these four directors represents a good outcome for shareholders, who are now better represented on Genzyme’s board. “New oversight at the director level will help this great company achieve its full potential,” said Mr. Icahn.

Genzyme’s board currently consists of ten members, all of whom have been nominated for re-election at the company’s annual meeting. Following the appointment of Drs. Burakoff and Ende and Dennis M. Fenton, Ph.D., former executive vice president of operations at Amgen Inc., the company’s board will consist of 13 members.