If ICN loses the proxy vote, dissidents stand to control six of nine seats on the company's board. This year's contest has seen its share of acrimony, though it has been more subdued than last year's contentious fight. A year ago, ICN saw three outside directors elected after a bruising campaign in which the company took out ads attacking the candidates and a dissident shareholder. "My sense is (ICN) is just recognizing that this is a hopeless cause for them," said an institutional investor last week who asked not to be named. "(But) we have a week to wait with somebody who is a great survivor,nobody sees (Panic) going down without a fight." While the tenor of the debate has shifted, the issues haven't. ICN, a midsize drug maker with a market value of $2.2 billion last week, has faced charges that it should have a higher value. Critics also say Panic, a former Yugoslavian prime minister who started ICN in 1960 with $200, has dragged his feet in breaking ICN into three companies.