- The Washington Times - Tuesday, October 10, 2006

NEW YORK (AP) — ImClone Systems said yesterday that its chairman and another board member resigned after weeks of squabbles between the company and billionaire financier Carl Icahn, who was seeking their ouster as part of a plan to shake up the biotech drug maker. ImClone shares rose almost 4 percent.

ImClone Systems Inc. said Chairman David M. Kies and board member William W. Crouse resigned effective immediately. A company regulatory filing said their decisions weren’t the result of any disagreements with ImClone over operations, policies or practices.

In his letter of resignation, Mr. Kies said he opted to leave because of “personal and other reasons.” He said that he wasn’t concerned about retaining his board seat or chairmanship but that “there be appropriate representation of all shareholders on the board.”

Company spokesman David Pitts said Mr. Crouse didn’t give a reason for his departure.

But a person close to the company, who asked not to be identified because of the sensitive nature of the matter, said the departures were not part of any deal with Mr. Icahn, who was seeking to remove half of ImClone’s 12-member board, including Mr. Kies and Mr. Crouse.

Still, the event bodes well for Mr. Icahn, a corporate governance specialist at the University of Delaware.

“This is an advantage for Icahn. This is two less people to oppose him,” Mr. Elson said.

Now there are 10 board members, six of whom Mr. Icahn didn’t seek to remove, including himself and one of his associates. Another in the group is a Bristol-Myers Squibb Co. executive who is on the board because the company owns about 17 percent of ImClone. A Bristol-Myers spokesman declined to comment on the situation.

Mr. Pitts said the remaining four board members Mr. Icahn has targeted for removal intend to meet to decide on how to proceed, but he couldn’t give a timetable. One of them is Joseph L. Fischer, ImClone’s interim chief executive, who declined to comment.

In a report, Banc of America Securities analyst David Witzke said he viewed the departures positively because they may lead to a stronger board and the hiring of a CEO with a background in the pharmaceutical or biotech industry.

Last week, ImClone countered that investors should reject Mr. Icahn’s proposal. It cited Mr. Icahn’s decision to block a $36-a-share bid for ImClone from an unnamed pharmaceutical company as a reason to disregard his move.

Yesterday, the New York Times reported that French drug maker Sanofi-Aventis SA had offered to buy ImClone. A spokeswoman for Sanofi-Aventis said the company does not comment on market rumors.

ImClone, which makes the cancer drug Erbitux, put itself up for sale in January but took itself off the market in August, saying it did not receive an offer at a fair price.

Shares of ImClone rose $1.19 or 3.98 percent, to $31.09 on the Nasdaq.

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