Genzyme Corporation and IMPATH Inc. have entered into a definitive agreement under which Genzyme will become the lead bidder to purchase the assets of IMPATH Inc.'s Physician Services business unit, a leader in the growing market for oncology testing. Under the agreement, Genzyme will purchase IMPATH's Physician Services unit for approximately $215 million in cash, and combine it with the Genzyme Genetics business unit.

IMPATH Inc. filed for Chapter 11 bankruptcy protection on September 28, 2003. IMPATH Physician Services will proceed through a competitive auction process, pursuant to Section 363 of the Bankruptcy Code. The definitive agreement, subject to Bankruptcy Court approval, gives Genzyme so-called "stalking horse" status. This status confers certain rights to Genzyme, including a break-up fee should these assets be sold to another party through the auction. It is expected that the sale of these assets will be completed in the second quarter of 2004.

The potential addition of IMPATH's cancer diagnostic business - together with Genzyme's planned acquisition of ILEX Oncology announced last week - would significantly expand the company's presence across the entire continuum of oncology patient care, from diagnosis to treatment. Through the IMPATH acquisition, Genzyme would obtain a leading array of oncology diagnostics in solid-tumor and blood-based cancers, testing laboratories in New York City, Phoenix and Los Angeles, and a strong team of board-certified anatomic and clinical pathologists with extensive experience in oncology testing. Genzyme plans to maintain operations at IMPATH's facilities and hire substantially all of IMPATH's employees.

"Genzyme Genetics is very pleased to have the opportunity to combine with IMPATH Physician Services, which has earned and maintained strong customer loyalty by delivering high quality testing services with a focus on patient care," said Mara Aspinall, president, Genzyme Genetics. "We believe the market for oncology testing will continue to grow, fueled by the development of new sophisticated tests and treatments for cancer. While we increase our involvement in cancer testing, we will maintain and strengthen our core commitment to prenatal testing."

Carter Eckert, CEO of IMPATH said, "We are delighted to announce this transaction especially in light of the quality reputation that Genzyme has earned over the years. Genzyme's focus made the synergies between our companies very clear. The opportunity for our IMPATH Physician Services business to go forward under the Genzyme umbrella, while enabling us to deliver value to our economic stakeholders, was a key factor in our selection. Our team of dedicated professionals is extremely pleased to be joining one of the world's leading global biotechnology companies."