Company Acquired** (Country)

Acquired By Or Merged With (Country)

Date Announced

Date Completed

Value (M)

Terms/Details


I. COMPLETED MERGERS AND ACQUISITIONS

Acacia Biosciences Inc.*

Rosetta Inpharmatics Inc.*

1/99

2/99

ND

Rosetta acquired Acacia in an all-stock transaction; details ND

Advanced Inhalation Research Inc.*

Alkermes Inc.

----

2/99

$114

Alkermes issued 3.68M shares of common stock to buy Advanced Inhalation; it may issue an additional 0.12M shares for vesting of current employee stock options

Anergen Inc.

Corixa Corp.

12/98

2/99

$8.1

Corixa acquired Anergen for $8.1M in stock (1.1M shares at $7.30 each; all values approximate); 2 of Anergen¿s major shareholders (Warburg, Pincus Ventures LP and International Bio-technology trust) provided Anergen with interim financing of $1.5M, which is convertible into 0.17M additional Corixa common shares

Binary Therapeutics Inc.*

Pacific Pharmaceuticals Inc. (OTC Bulletin Board: PHAA)

-----

2/99

$0.31

Pacific issued 2.16M shares common stock (at $0.141 each) to Binary Therapeutics stockholders; this acquisition satisfies a condition of Pacific¿s merger agreement with Procept Inc. (pending; see below)

CellPro Inc.

Nexell Therapeutics Inc. (majority-owned by Vimrx Pharmaceuticals Inc. and minority-owned by Baxter Healthcare Corp.)

9/98

2/99

$3

Nexell acquired all of CellPro¿s intangible assets (intellectual property, patents, antibodies and related cell banks, research and licensed rights) for $3M in Vimrx stock (1.88M shares of common stock at $1.59 each); there are certain restrictions on sale of stock; Nexell will launch a new diagnostics division immediately

Oncology diagnostics business of Centocor Inc.

Fujirebio Inc. (Japan)

10/98

11/98

$37.5M

Fujiribio paid $37.5M for Centocor¿s diagnostics business, including monoclonal antibody-based immunoassays for detecting and monitoring solid tumor cancers

Chiron Diagnostics Corp. (subsidiary of Chiron Corp.)

Diagnostics business of Bayer AG (Germany)

9/98

11/98

$1,100

Bayer paid $1.1B cash for Chiron¿s in vitro diagnostics subsidiary; Bayer also gets semi-exclusive license to certain of Chiron¿s patents on HCV and HIV for use in nucleic acid diagnostics; Chiron gets royalties on worldwide sales; Chiron retains right to license this technology to others or to use it in-house; Chiron retains its 2 blood testing businesses (with Ortho Diagnostic Systems Inc. and with Gen-Probe Inc.)

CytoMed Inc.*

LeukoSite Inc.

1/99

2/99

$18.6

LeukoSite purchased CytoMed for 1.57M shares of preferred stock (to be paid out over 8 months); on closing, it exchanged 0.94M shares preferred stock at $11.88 each (total $11.1M) for all Cytomed outstanding securities; in 10/99, when Cytomed receives a $6M payment from UCB Pharma (to which it sold its research and discovery assets in 10/98), LeukoSite will issue another 0.63M shares of preferred stock; CytoMed may also get $23.5M in cash and 0.084M LeukoSite shares for clinical and regulatory milestones

Drugs of addiction vaccines programs of ImmuLogic Pharmaceutical Corp.

Cantab Pharmaceuticals plc (U.K.)

12/98

2/99

$20

Cantab will pay $20M in all to acquire ImmuLogic¿s vaccines programs; it paid $9M initially (2.57M newly issued shares of common stock in the form of ADSs) and will pay $11M in future clinical milestones through end of Phase II trials; payments will be made in cash, ADSs or a combination; ImmuLogic must hold Cantab shares or ADSs for 6 months and then may sell up to 25% in each of next 4 quarters; in return, ImmuLogic transferred the vaccines programs and $6M in cash to fund further development of vaccines through 2000; ImmuLogic gets share of royalties on product sales

Lexigen Pharmaceuticals Corp.*

Merck KGaA (Germany)

----

12/98

ND

Merck acquired a 57% stake in Lexigen; terms ND

Life Technologies Inc.

Dexter Corp. (NYSE:DEX)

7/98

12/98

$215

Dexter had proposed acquiring the 48% of Life Technologies it didn¿t already own (11.3M shares) through a tender offer of $37.00 cash per share (19.4% premium to market); on 10/27/98, a committee of independent directors of Life Technologies¿ board said it would not recommend approval of this offer, but on 11/2/98 Dexter initiated the tender offer anyway; on 11/6/98, Life Technologies filed a class action complaint to stop consummation of the tender offer, which the court denied; on 12/7/98, Dexter increased the price of its tender offer to $39.125 per share; about 5.5M shares were finally tendered, giving Dexter a 71% stake in Life Technologies

Marathon Biopharmaceuticals LLC (a.k.a. Small PharmaLLC)*

Ligand Pharmaceuticals Inc.

8/98

2/99

$5

Ligand was to acquire Marathon as part of the overall transaction in which it acquired Seragen Inc. (completed 8/98); Ligand issued $5M in common stock (0.4M shares) to acquire Marathon; it will pay an additional $3M 6 months after FDA approval of Ontak (for cutaneous T-cell lymphoma)

NaviCyte Inc.*

Trega Biosciences Inc.

11/98

12/98

$6.5

Trega bought NaviCyte for $6.17M in common shares (2.5M shares at $2.469 each) plus $0.35M in cash

Oak Grove Technologies Inc.*

Quintiles Transnational Corp.

----

2/99

ND

ND

OST Developpment SA*(subsidiary of Transphyto SA; France)

Osteotech Inc.

7/98

2/99

$1.5

Osteotech acquired a majority interest in OST in 2 steps; in 6/98, it acquired a 5% stake; it acquired an additional 85% stake in 2/99, which was contingent on certain milestones; total cost was $1.5M (FFr9M); the agreement provides for Osteotech¿s purchase of the remaining 10% in the future

TheraTech Inc.

Watson Pharmaceuticals Inc. (NYSE:WPI)

10/98

1/99

$300

Watson acquired TheraTech in a stock exchange of 0.2663 shares of Watson for 1 share of TheraTech; TheraTech shareholders will get 6% stake in Watson

Xenotransplantation program rights held held by Tyco International Ltd.

Alexion Pharmaceuticals Inc.

12/98

2/99

ND

Alexion reacquired rights to all aspects of its xenotransplantation program (including a transgenic pig facility) that Tyco obtained when it acquired United States Surgical Corp. in 10/98 (Alexion and United States Surgical initiated a collaboration in 8/95); Tyco¿s 7% equity stake in Alexion was sold to 3 existing Alexion shareholders

Valorum-UK (formerly Pharmakopius International;U.K.)

PRA International Inc.*

----

2/99

ND

ND

Vascular Genetics Inc.*

Human Genome

-----

11/98

ND

Vascular Genetics was formed in 11/97 Sciences Inc. as a joint venture company between Human Genome, St. Elizabeth¿s Medical Center of Boston and others; at the time, Human Genome had a 19.9% equity stake in Vascular Genetics; it has now increased that stake to 33.9% and continues to hold preemptive rights that will permit retention of its ownership stake in the event of future financing

ViroTex Corp.*

Atrix Laboratories Inc.

----

11/98

$11

Atrix acquired ViroTex for $7.5M in cash and $0.5M in Atrix common stock; ViroTex gets another $3M in Atrix stock based on product sales

II. PENDING MERGERS AND ACQUISITIONS

Agouron Pharmaceuticals Inc.

Warner-Lambert Co. (NYSE:WLA)

1/99

----

$2,100

Warner-Lambert will exchange each share Agouron for 0.8108 to 0.93 shares Warner-Lambert (about $60 per share); if agreement terminated, Warner-Lambert has option to buy up to 19.9% of Agouron common stock and has right to a fee of at least $60M; subject to approval by Agouron shareholders and regulatory authorities

ATP Inc.*

PPD Inc.

2/99

-----

ND

PPD will issue an undisclosed number of unregistered shares to ATP stock-holders in return for their stock

Cabrillo Laboratories (division of Amylin Pharmaceuticals Inc.)

Magellan Laboratories Inc.

2/99

-----

$2.5

Amylin gets $2M in cash and $0.5M in credit for future services to be provided by Magellan to Amylin; Magellan gets warrant to buy 50,000 shares of Amylin stock at market ($51,563 as of date of announcement); Magellan will retain certain product development capabilities to complete Amylin¿s planned NDA filing for pramlintide

ChemTrak Inc. (OTC Bulletin Board:CMTR)

Clinimetrics Research Associates Inc.

11/98

----

ND

Chemtrak will sell all of its assets and operations, including patents and product licenses; Clinimetrics will assume certain liabilities and pay additional funds to ChemTrak; ChemTrak must proceed with Chapter 11 reorganization prior to completion of agreement; agreement subject to approval of Chemtrak¿s creditors and bankruptcy court

Chrysalis International Corp.

Phoenix International Life Sciences Inc. (Canada)

11/98

1Q:99E

$8.3

Phoenix will acquire all of Chrysalis¿ outstanding shares in exchange for US$8.29M in Phoenix shares (which it will register for listing on Nasdaq); if Phoenix fails to obtain Nasdaq listing, it will pay $8.29M in cash; Phoenix will also assume Chrysalis¿ debt (of which $10.5M will be retired at closing); transaction requires approval of Chrysalis shareholders and regulatory authorities

Research reagents business of Cistron Biotechnology Inc. (OTC Bulletin Board:CIST)

Research and Diagnostics Systems Inc. (subsidiary of the Techne Corp.; NASDAQ:TECH)

2/99

4/99E

$0.8

R & D Systems paid $0.75M in cash for Cistron¿s research reagents business; it also got exclusive rights to Cistron¿s interleukin 1-beta antibody and immunoassay patents; Cistron retained diagnostic and therapeutic rights

Clinical SMO (site management organization) division of Collaborative Clinical Research Inc.

The West Co. (NYSE:WST)

12/98

1Q:99E

$15

The West Co. will pay $15M in cash for Collaborative¿s SMO division; transaction requires approval of Collaborative shareholders and regulatory authorities

DepoTech Corp.

SkyePharma plc (U.K.)

10/98

1Q:99E

$55.7

SkyePharma will acquire DepoTech in a stock exchange and equity purchase valued at $30.7M; SkyePharma will offer 2.7M American Depositary Shares (ADSs) for all DepoTech¿s out-standing shares in ratio of 1.86 ADS per 10 DepoTech shares; the companies also formed a strategic alliance on drug delivery technologies, under which SkyePharma paid $5M for 2.9M shares of DepoTech ($1.75 each, a 40% premium to market); the stock exchange and equity purchase are valued at $30.7M; the purchase price will increase by $14M in ADSs if DepoCyt is launched in the U.S. by 3/31/00 and by an additional $11M if DepoTech signs a corporate partnership for DepoMorphine or a macromolecule by 3/00; transaction requires approval of DepoTech shareholders

Envoy Corp. (NASDAQ:ENVY)

Quintiles Transnational Corp.

12/98

3/99E

$1,700

Quintiles will acquire Envoy in a stock exchange at a ratio of 1.166 shares Quintiles for 1 share Envoy; Envoy¿s outstanding stock options will become exercisable for Quintiles common stock; if Quintiles stock trades outside range of $40.00 - $71.50 for specified period prior to closing, deal may be terminated; transaction requires approval of both companies¿ shareholders and regulatory authorities

GeneMedicine Inc.

Megabios Corp.

10/98

1Q:99E

$38

This merger will be accomplished by a stock exchange; each outstanding share of GeneMedicine will be exchanged at a ratio of 0.571 for newly issued shares of Megabios; Megabios will issue 9.1M new shares in all; Megabios will own 59% of new company (yet to be named) and GeneMedicine will own 41%; all outstanding GeneMedicine stock options will convert to Megabios options at the same exchange ratio; transaction subject to approval by shareholders of both companies

GeneSense Technologies Inc.* (Canada)

Synsorb Biotech Inc. (Canada)

12/98

----

$3.6

Synsorb will acquire 33% of Gene Sense¿s outstanding shares by issuing up to 2.1M common shares (valued at US$3.6M on announcement date); Synsorb has option to acquire the rest of GeneSense after its completion of Phase I/II trial of GTI 2040 (antisense compound for cancer); transaction subject to completion of due diligence, regulatory approval and completion of private financing by GeneSense (prices converted at a rate of C$1.55/US$1)

Large Scale Biology Corp.*

Biosource Technologies Inc.*

2/99

----

ND

Large Scale Biology will be renamed Biosource Proteomics; further details ND

Minority interest in Nexell Therapeutics Inc. held by Baxter Healthcare Corp. (NYSE:BAX)

Vimrx Pharmaceuticals Inc.

1/99

2Q:99E

$5.2

Vimrx will acquire Baxter¿s minority interest (19.5%) in Nexell; Baxter gets 3M additional shares of Vimrx stock ($5.2M on 1/15/99) and a 7-year warrant to buy 5.2M shares of Vimrx at $1.15 each ($6M total); the companies also agreed to set $2.75 per share as the conversion price of Series A preferred stock issued by Vimrx to Baxter in 12/97; once Vimrx owns 100% of Nexell, it will change its corporate name, trading symbol and location; subject to approval by Vimrx shareholders

NeXstar Pharmaceuticals Inc.

Gilead Sciences Inc.

3/99

6/99E

$550

Gilead will acquire NeXstar in an allstock transaction, at a ratio of 0.425 share Gilead for 1 share NeXstar (subject to adjustment based on Gilead¿s trading price; the ratio could change from 0.379 to 0.500); NeXstar will not spin off its research programs into the new company Iterex Technologies Inc.; transaction subject to approval of both companies¿ shareholders and regulatory authorities

Nova Molecular Inc.* (Canada)

Variagenics Inc.*

2/99

-----

$12

Nova will be reorganized into a new parent corporation; subject to certain conditions, shares of the parent corporation are convertible into shares of Variagenics, resulting in an acquisition, for which Variagenics wil pay $12M in stock and cash; Variagenics gets exclusive rights to Nova¿s intellectual property on pharmacogenomic application of ApoE (apolipoprotein E) and other genetic markers for treating central nervous system diseases

Oncolytics Biotech Inc.*(Canada)

Synsorb Biotech Inc. (Canada)

2/99

----

$1.7

Synsorb will acquire all outstanding shares of Oncolytics for US$1.66M in Synsorb shares; Oncolytics gets additional payments based on performance milestones (prices converted at rate of C$1.50/US$1)

In situ hybridization business of Oncor Inc.

Ventana Medical Systems Inc.

-----

11/98

$5.5

Oncor surrendered assets of its in situ hybridization business (including the INFORM Her-2/neu test) to certain of its secured creditors; Ventana acquired the assets from the creditors for $5.5M in cash

OraVax Inc. (OTC Bulletin Board: ORVX)

Peptide Therapeutics Group plc (U.K.)

11/98

2Q:99E

$20

Peptide Therapeutics will acquire OraVax for $20M in stock and cash; Peptide bought 95% of OraVax¿s out-standing 6% convertible preferred stock for $3M; on completion of the merger, this stock will be retired; OraVax options and warrants will be exchanged for Peptide options and warrants; Peptide had to raise additional funds to provide working capital for the combined company, which it did through a $33.8M (net) rights offering on the London Stock Exchange in 2/99; OraVax got a $3M bridge loan from its vaccines collaborator Pasteur Merieux Connaught, which it must repay in 2 installments ($2M in 1/99 and $1M in 7/99); as of 3/8/99, Peptide shareholders had approved the transaction; approval of OraVax shareholders still pending

Pacific Pharmaceuticals Inc.(OTC Bulletin Board:PHAA)

Procept Inc.

11/98

1Q:99E

ND

Pacific Pharmaceuticals will merge into Procept; each Pacific Pharmaceuticals share will convert into 0.11 share of Procept; Procept will issue 2.755M shares to Pacific on closing; all outstanding Pacific options and warrants will convert to Procept options and warrants at the same exchange ratio; Procept will also assume a contractual obligation with Pacific¿s subsidiary BG Development Corp., under which Procept could buy $7.3M of BG Development preferred stock in 6/00 with cash or Procept stock; Pacific Pharmaceuticals preferred shareholders get certain contractual rights in exchange for waiving liquidation rights; transaction requires approval of both companies¿ shareholders

Pharmaceutical Marketing Services Inc. (NASDAQ:PMRX) and its core company Scott-Levin

Quintiles Transnational Corp.

12/98

3/99E

$197

Quintiles will get $90M in cash from Pharmaceutical Marketing and $109M from Scott-Levin; Quintiles will acquire the companies through a stock exchange, the ratio of which will be determined at closing; transaction requires approval of Pharmaceutical Marketing shareholders and regulators


Sequus Pharmaceuticals Inc.

Alza Corp.

10/98

3/99E

$580

Alza will acquire Sequus in a stock exchange of 0.4 shares Alza for 1 share Sequus; transaction valued at $16.975 per share for Sequus shareholders; subject to approval of regulatory authorities and Sequus shareholders

Sparta Pharmaceuticals Inc. (OTC Bulletin Board:SPTA)

SuperGen Inc.

1/99

-----

$6.9

SuperGen will acquire all outstanding shares of Sparta for 0.65M newly issued shares of SuperGen common stock; Sparta shareholders will get 3% stake in SuperGen; most of 0.65M shares will go to holders of Sparta preferred stock, who must agree to give up their liquidation preference in exchange for an increase in the conversion rate; subject to approval by Sparta stockholders


Transcend Therapeutics Inc.

KeraVision Inc.(NASDAQ:KERA)

12/98

1Q:99-2Q:99E

$8

Transcend will wind down its opera tions as a drug development company; Transcend stockholders will get shares of KeraVision equivalent to Transcend¿s net cash as of closing date (on 12/23/98, that amount was $8M) plus a 20%-30% premium depending on KeraVision¿s stock price; transaction subject to approval by Transcend shareholders

Virologix Inc.*

Access Pharmaceuticals Inc. (OTC Bulletin Board:AXCS)

3/99

5/99E

ND

Access will acquire Virologix for an undisclosed amount of Access common stock; transaction subject to completion of private placement by Access and approval by Virologix shareholders


III. TERMINATED MERGERS AND ACQUISITIONS

Metra Biosystems Inc.

Spectral Diagnostics Inc.(TSE:SDI; Canada)

12/98

Terminated 1/99

$0.2

Spectral had offered 9.4M shares and a cash payment totaling $0.2M to acquire all Metra¿s outstanding stock; the termination of the agreement was mutual; the companies intend to collaborate in certain areas of mutual interest

UroCor Inc.

Dianon Systems Inc.

8/98

Terminated 11/98

ND

Dianon offered to acquire all outstandshares of UroCor for $7.50 per share (50% premium to market), but UroCor rejected the offer and adopted a poison pill; Dianon intended to move forward with the acquisition anyway, but finally withdrew its offer because of an inability to conclude discussions

NOTES:

# This chart is intended to include not only mergers and acquisitions of entire businesses, but also of divisions or subsidiaries of those businesses, where appropriate. It does not include acquistions of single products or of manufacturing facilities and plants. It does not include mergers and acquisitions in the area of agricultural biotechnology.

For those deals that are pending, and for which the acquiring company is issuing stock, the value of the transaction has been calculated based on the closing price on the day of the first announcement. For those deals that have been completed, and for which the acquiring company is issuing stock, the final value has been calculated based on the closing price on the date that the merger¿s completion was announced.

E = Estimated date, dependent on approval of regulatory authorities and shareholders of one or all companies involved in the transaction; ND = Not disclosed, reported and/or available; TSE = Toronto Stock Exchange

* Private companies are indicated with an asterisk.

** Unless otherwise noted, the trading symbols for public biotechnology companies can be found by referring to the BioWorld Stock Report For Public Biotechnology Companies on pp. x-y.