I. Completed Mergers And Acquisitions

Company Acquired

Acquired By Or Merged With

Date Announced

Date Completed

Value (M)

Terms/Details

Microbiology business of AccuMed International

AMI Acquisition Corp.*

12/98

1/99

15.25

For the sale of AccuMed¿s microbiology business; AMI is a joint venture between Key Equity Capital and Michael Burke, a former AccuMed executive

ACT Gene SA* (France)

Visible Genetics Inc. (Canada)

-

4/98

1.3

Visible Genetics acquired ACT Gene for US$0.45M plus 0.085M shares Visible Genetics common stock (US$0.84)

Acute Therapeutics Inc.* (majority-owned subsidiary of Discovery Laboratories Inc.)

Discovery Laboratories Inc.

2/98

6/98

ND

Letter of intent dated 2/98; definitive agreement dated 3/98; Discovery Labs acquired all outstanding shares of Acute Therapeutics by issuing 3.90 shares for each share Acute Therapeutics; the new company will move to Acute Therapeutics¿ headquarters and be run by Acute Therapeutics¿ management

Anawa Holdings* (Switzerland)

Phoenix International Life Sciences Inc. (Canada)

-

5/98

4.9

Phoenix bought Anawa for 0.53M Phoenix shares (US$4.9M, converted at a rate of C$1.45/US$1)

Anergen Inc.

Corixa Corp.

12/98

2/99


Corixa will acquire all outstanding shares of Anergen in a stock-for-stock merger valued at $8.5M; the purchase price will be paid in Corixa common stock using a share price calculated as the average closing price of shares of Corixa common stock during the 15-day period beginning Nov. 23, 1998, until Dec. 14, 1998 $7.304 per share

Apollon Inc.*

Wyeth-Lederle Vaccines (unit of Wyeth-Ayerst Laboratories, a division of American Home Products Corp.; NYSE:AHP)

____

5/98

ND

ND

Aptein Inc.*

Cambridge Antibody Technology Group plc (U.K.)

6/98

7/98

11

Cambridge Antibody issued 1.29M shares of its stock ($6M) on closing and the balance ($5M in stock) on issuance of European patent on Aptein¿s polysome display technology

Biomira Diagnostics Inc. (wholly owned subsidiary of Biomira Inc.; Canada)

Centocor Diagnostics (subsidiary of Centocor Inc.)

4/98

5/98

7

Biomira sold the operations of its diagnostics subsidiary that concern Truquant blood test kits for breast, ovarian and gastrointestinal cancer to Centocor Diagnostics; Biomira could get maximum of US$7M for sale plus licensing royalties on antibodies and antigens for use in in vitro diagnostics; operations at Biomira Diagnostics will cease by 8/98; Biomira did not sell its hepatitis test kit to Centocor

BioSeq Inc.*

Boston Biomedica Inc. (NASDAQ:BBII)

-

10/98

2

Boston Biomedica paid $2M to buy the 81% of BioSeq that it didn¿t already own; it paid $1M in cash and issued warrants to buy 0.1M shares of Boston Biomedica stock at $2.50 each; it also assumed BioSeq¿s debt of $0.73M and exchanged BioSeq options for Boston Biomedica options

BioSignal Inc.* (Canada)

Packard BioScience Co.*

-

7/98

8.5

Packard already owned a 19% stake in BioSignal; it paid $8.5M for the remaining 81%

BioSource International

Quality Controlled Biochemicals Inc.*

10/98

12/98

13.5

BioSource paid $13.5M cash for all the outstanding capital stock of QCB

BioSource International

Biofluids Inc.*

10/98

12/98

2.7

BioSource paid $2.7M cash for substantially all of Biofluids

Blue Ridge Pharmaceuticals Inc.*

Idexx Laboratories Inc.

9/98

10/98

50

Idexx acquired 100% of Blue Ridge¿s outstanding stock for $50M in cash, notes and Idexx common shares; it also granted 5-year warrants to buy 0.81M Idexx shares at $31.59/share ($25.6M) and agreed to issue 1.25M Idexx shares over 5 years contingent on performance milestones

Certain assets of Cambridge Biotech Corp. (wholly owned subsidiary of bioMerieux SA; France)

Calypte Biomedical Corp.

11/98


1.65 (excluding warrants)

Calpypte Biomedical will acquire the assets relating to the Western Blot product line for certain infectious diseases; acquisition includes the urine-based and serum-based HIV-1 Western Blot products as well as confirmatory test for Lyme Disease and human T-lymphotropic virus. Calypte will pay $0.5M in cash, 0.4M shares of Calypte common stock, warrants to acquire 0.6M shares of common stock at prices ranging from $8 to $12 per share, and a royalty based on product sales; Cambridge is a wholly owned subsidiary of bioMerieux SA

Cambridge Combinatorial Ltd. (U.K.)

Oxford Molecular Group plc (U.K.)

9/98

10/98

21.1

Oxford will pay a total of $21.1M to buy the 82% of Cambridge Combinatorial that it doesn¿t already own; it will pay $5.1M in cash and the remainder by issuing 12.7M new shares of Oxford Molecular; subject to approval by shareholders (prices converted at a rate of #0.585/US$1)

Imperial Cancer Research Technology¿s interest in joint venture Cancer Therapeutics Ltd. (U.K.)

Antisoma plc* (U.K.)

____

5/98

ND

Antisoma bought out Imperial Cancer¿s share in the joint venture company Cancer Therapeutics and obtained rights to all products and technology formerly owned by the joint venture; in exchange, Imperial Cancer Research Technology got 5.7M newly issued shares of Antisoma (for a 13.6% equity stake) and gets royalties on product sales

Carnick Laboratories Inc. (subsidiary of GWC Health Inc.*)

Elan Corp. plc (Ireland)

4/98

6/98

150

Elan acquired Carnick for $150M in combination of cash and a promissory note; Carnick will become part of Elan Pharmaceuticals

Cascade Oncogenics Inc.*

MicroSure Inc. (OTC Bulletin Board:MISU)

12/97

4/98

6.8

MicroSure issued 1.25 shares of common stock for each share of Cascade¿s common and preferred stock; at full dilution, transaction valued at $6.8M

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; Baxter will distribute CellPro¿s Ceprate kits for limited time period as CellPro files for bankruptcy; agreements subject to approval by bankruptcy court, which occurred on 12/14/98

Chiral intermediates business of Celgene Corp.

Cambrex Corp. (AMEX:CBM)

11/97

1/98

15

Cambrex acquired Celgene¿s chiral intermediates business for $15M, $7.5M paid on closing plus future royalties up to $7.5M, with certain minimum royalties in the 3rd through 6th years; the acquired business has rights to Celgene¿s proprietary chiral pharmaceuticals as well as its Celgro agrochemical business

Chemical Design Holdings plc (AIM: CHD; U.K.)

Oxford Molecular Group plc (U.K.)

____

5/98

ND

ND

Hoechst AG¿s interest in joint venture Chiron Behring GmbH & Co. (Germany)

Chiron Corp.

____

4/98

115.5

Chiron had acquired a 49% stake in the human vaccines business of Hoechst subsidiary Behringwerke AG in 7/96 (for $115M); Chiron has now paid $115.5M for the remaining 51% stake

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

Oncology diagnostics business of Centocor Inc.

Fujirebio Inc. (Japan)

10/98

11/98

$37.5M

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

Chiroscience Technology Ltd. (subsidiary of Chiroscience Group plc; U.K.)

Ascot plc (U.K.)

8/98

9/98

50

Ascot acquired a 30% stake in Chiroscience Technology for $50M in cash; Chiroscience Technology also formed a manufacturing alliance with Ascot¿s subsidiary Mitchell Cotts Chemicals Ltd.; the Ascot shares will bear a preferential right to dividends and to proceeds on sale of the business (prices converted at a rate of #0.6/US$1)

ClinData International Pty Ltd. (South Africa) and Cardiac Alert (U.K.)

Quintiles Transnational Corp.

6/98

ND

Quintiles acquired both companies in exchange for Quintiles stock in separate transactions

Clinserve Laboratories (Switzerland)

Phoenix International Life Sciences Inc. (Canada)

11/98

2.2

Phoenix acquired all the outstanding shares of Clinserve for 0.32M shares (C$3.4M; exchange rate of C$1.53/US$1)

Coral Therapeutics Inc.*

HemaCare Corp. (OTC Bulletin Board: HEMA)

9/98

10/98

ND

Hemacare acquired all of Coral¿s assets; details ND

Research and discovery assets of CytoMed Inc.*

UCB Pharma (subsidiary of UCB SA; Belgium)

10/98

10/98

18

UCB Pharma signed a license and technology asset purchase agreement for CytoMed¿s research and discovery assets; UCB acquired rights to allergy applications of Cytomed¿s anti-inflammatory dual function inhibitor compounds and its pre-development research programs in asthma and central nervous system disorders; UCB paid $12M for acquired assets; UCB will assume ongoing activities associated with acquired assets; CytoMed could get $6M in product development milestones

DeKalb Genetics Corp.

Monsanto Co. (NYSE:MTC)

2/98

12/98

$3,700

Monsanto already held 10% of DeKalb¿s Class A voting shares and 45% of its Class B non-voting shares in 2/98, when it said it was considering an offer to acquire the rest; the definitive merger agreement was reached in 5/98; Monsanto paid $100/share for the remaining stock; the Roberts family, which owned 56% of Class A stock, tendered its shares; another 2.3M Class A shares are subject to stock options, making the total value $3.7B (Monsanto paid $2.5B for the shares it bought); Monsanto initiated its tender offer 5/15/98; because the Department of Justice needed additional information, the tender was extended 3 times

Dinamilho Carol Productos Agricolas Ltda. (Brazil)

Mycogen Corp.

4/98

4/98

ND

Mycogen¿s acquisition of Dinamilho was financed through a line of credit provided by Dow AgroSciences LLC

Gamma Biologics Inc. (AMEX:GBL)

Immucor Inc.

9/98

10/98

25

Immucor acquired all the outstanding shares of Gamma Biologics in a cash tender offer for $5.40 per share

Gene/Networks*

Warner-Lambert Co. (NYSE:WLA)

____

5/98

ND

ND

Generic Distributors Limited Partnership*

DynaGen Inc.

9/97

3/98

2.4

DynaGen acquired all the assets and liabilities of Generic Distributors for $2.35M ($1.2M in cash and $1.15M in convertible preferred stock); DynaGen got a $1.2M, 5-year loan from Fleet Bank to finance the acquisition

GenQuest Inc*

Corixa Corp.

6/98

9/98

11.8

Corixa already held a 17% stake in GenQuest and acquired the remainder for $11.8M ($4.5M in cash and the balance in 1.06M Corixa shares at $6.84 per share)

Research products business of Genzyme Corp.

Techne Corp. (NASDAQ:TECH)

6/98

7/98

65.5

Techne bought Genzyme¿s research products business for $65.5M ($24.8M in cash, $17M in Techne stock [0.987M shares at $17.22 each] and royalties of $23.7M on Techne¿s biotech group product sales over next 5 years); Genzyme has retained its in vitro diagnostics products business

Antisense estate of Gilead Sciences

Isis Pharmaceuticals

12/98

12/98

6 `

Isis purchased Gilead¿s antisense patent estate covering a broad proprietary suite of antisense chemistry and antisense drug delivery systems for $6M, payable in four installments over three years.

Glyko Inc. (subsidiary of Glyko Biomedical Ltd.; TSE:GBL)

BioMarin Pharmaceutical Inc.*

-

10/98

14.5

Glyko Biomedical spun off BioMarin in 1997 and is its lead investor; now, BioMarin has bought Glyko Inc. from the parent company for $14.5M, consisting of BioMarin stock and the assumption of employee stock options by BioMarin; Glyko Biomedical¿s stake in BioMarin increased from 36% to 41.7%

Gull Laboratories Inc. (AMEX:GUL)

Meridian Diagnostics Inc.

9/98

11/98

18

Gull Laboratories shareholders got $2.25 in cash for each common share

Hexagen plc* (U.K.)

Incyte Pharmaceuticals Inc.

8/98

9/98

27.7

Incyte acquired all of Hexagen¿s outstanding stock for $5M in cash and 0.97M shares Incyte stock (at $23.25 each or $22.7M); Incyte also assumed Hexagen¿s stock options; Hexagen will become part of Incyte¿s pharmacogenomics business unit, Incyte Genetics

Drug Innovation and Approval Organization of Hoechst Marion Roussel Inc. wholly owned subsidiary of Hoechst AG; Germany)

Quintiles Transnational Corp.

12/98

1/99


Quintiles acquired substantial assets of HMR¿s Kansas, City-based Drug Innovation and Approval (DIA) organization for $93M Quintiles is guaranteed revenues of $436M over 5 years for continued support and completion of HMR¿s development projects; Quintiles can provide all U.S. outsourcing services, up to an additional $144M, over 5 years, and Quintiles has preferred status as a contract research organization partner

HumaTech Laboratories*

ProCyte Corp.

4/98

3

ProCyte acquired HumaTech for $3M total ($1.1M cash and 1.1M shares ProCyte common stock valued at $1.5M)

Hybridos Colorado Ltda. and FT Biogenetica de Milho Ltda. (Brazil)

Mycogen Corp.

9/98

9/98

ND

Mycogen¿s acquisitions of Hybridos Colorado and FT Biogenetica were financed through a line of credit provided by Dow AgroSciences LLC

Ibah Inc.

Omnicare Inc. (NYSE:OCR)

3/98

6/98

169

Ibah stockholders received 0.1638 share Omnicare for each Ibah share for total purchase price of $169M

IBRD-Rostrum Global (U.S. & U.K.)

Phoenix International Life Sciences Inc. (Canada)

12/97

2/98

28.5

Phoenix acquired IBRD-Rostrum from Kuraya Corp. (Japan) for US$28.47M, which included a US$11.35M paydown of IBRD-Rostrum¿s debt; the Royal Bank of Canada and Banque Nationale de Paris together loaned Phoenix the cash (C$40M)

ImmunoTherapy Corp.*

AVI BioPharma formerly Antivirals Inc.)

11/97

9/98

5.8

According to the letter of intent (11/97) Antivirals was to buy ImmunoTherapy for $24M in stock and warrants; however, the definitive agreement stated that Antivirals would acquire Immuno-Therapy for 2.1M shares and 2.1M warrants; on completion of the deal, AVI BioPharma¿s shares closed at $2.750, valuing the deal at $5.8M

Imtix (division of Pasteur Merieux Connaught, a member of the Rhone-Poulenc Group; France)

SangStat Medical Corp.

4/98

10/98

31

SangStat acquired Imtix for $31M ($10M upfront at closing and deferred cash payments of $21M over 5 years); Pasteur Merieux gets royalties on sales of Imtix products

Inflammatics Inc.*

Viragen Inc.

1/98

9/98

1

Companies formed a strategic alliance and Viragen acquired a 10% stake in Inflammatics for $1M; Viragen has option to acquire an 80% stake depending on clinical trial results of Leuko-VAX (human white blood cell-derived drug for treating rheumatoid arthritis)

Vaccine programs for nicotine and cocaine addiction of ImmuLogic Corp.

Cantab Pharmaceuticals plc

12/98

2/99

20

Cantab paid $9M in 2,566,845 shares of new Cantab ordinary shares; ImmuLogic transferred two vaccine programs and $6M in cash to help fund their development Pharmaceutical through 2000, by which time both programs should be in Phase II trials. Cantab will pay a maximun of $11M in milestone payments upon successful development of the programs through the end of Phase II; Cantab will also pay a share of the net royalties in proportion to the level of worldwide product sales

Innovative Medical Systems Corp.*

Oxis International Inc.

7/97

1/98

$2-$4.3

Oxis acquired 100% of Innovative¿s issued and outstanding stock; Innovative shareholders will get $2-$4.25M in shares of Oxis common stock over next 5 years, based on performance

Institute for Pharmacodynamic Research* (Germany)

Phoenix International Life Sciences Inc. (Canada)

5/98

ND

Phoenix acquired certain assets of the institute for cash and future payments based on an earn-out formula; details ND

International Murex Technologies Corp. (NASDAQ: MURXF;Canada)

Abbott Laboratories (NYSE:ABT)

3/98

7/98

234

Abbott launched a tender offer in 3/98 to acquire 100% of the outstanding shares of International Murex for $13.00 per share (a 22% premium to market); it received 96% (or 16.2M shares) of those (on fully diluted basis) through the tender offer and subsequently bought the rest (also at $13.00 per share) in a compulsory acquisition process

Logos GmbH (Germany) and Mirai BV (the Netherlands)

Parexel International Corp.

____

3/98

29.7

Parexel issued 0.775M shares of common stock to acquire all outstanding shares of both companies

Antisense drug portfolio of Lynx Therapeutics Inc.

Inex Pharmaceuticals Corp. (TSE:IEX; Canada)

2/98

3/98

7

Inex paid US$3M in cash and 1.2M of its common shares to acquire Lynx¿s portfolio of antisense therapeutics (including LR-3280, in Phase II trials for cardiovascular restenosis), patents and manufacturing facilities; Inex delivered 0.4M shares on closing (US$1.33M) while the remaining 0.8M shares (US$2.66M) are subject to certain escrow conditions; Lynx has right to collect next 2 milestones under big pharma partnerships on LR-3280 plus 50% of future milestones and gross profits (prices converted at a rate of C$1.41/US$1)

Matrigen Inc.*

Prizm Pharmaceuticals Inc.

5/98

ND

The companies combined their core technologies via merger to form a new company, Selective Genetics Inc.; details ND

McKnight Laboratories GmbH and its subsidiary IPHAR GmbH (Germany)

Phoenix International Life Sciences Inc. (Canada)

11/98

6.3

Phoenix acquired McKnight and its subsidiary for 0.87M Phoenix shares (C$9.6M; exchange rate C$1.53/US$1)

MGA Software Inc.*

Pharsight Corp.*

4/98

6/98

ND

Pharsight acquired the pharmaceutical assets of MGA; further details ND

Molecular Dynamics Inc.

Amersham Pharmacia Biotech Inc. (Sweden; joint venture between Nycomed Amersham plc and Pharmacia & Upjohn Inc.)

8/98

9/98

256

Amersham Pharmacia Biotech offered $20.50 per share for Molecular Dynamics¿ outstanding shares (10.3M undiluted) via cash tender offer; based on fully diluted shares, the transaction is valued at $256M

Molecular Simulations Inc.*

Pharmacopeia Inc.

2/98

6/98

130

Pharmacopeia acquired all outstanding stock of Molecular Simulations for 7.1M newly issued shares Pharmacopeia common stock; it will also convert Molecular Simulation¿s outstanding options into Pharmacopeia options, which may result in issuance of 1.4M more new Pharmacopeia shares

Molecular Tool (subsidiary of GeneScreen Inc.*)

Orchid Biocomputer Inc.*

9/98

ND

Orchid acquired Molecular Tool; details ND

More Biomedical Contract Research Organization Ltd.* (Taiwan)

Quintiles Transnational Corp.

2/98

3/98

ND

Quintiles acquired More Biomedical in exchange for an undisclosed number of shares of Quintiles common stock

Mycogen Corp.

Dow AgroSciences LLC (wholly owned subsidiary of the Dow Chemical Co.; NYSE:DOW)

1/98

11/98

411.6

In 1/98, Dow AgroSciences raised its stake in Mycogen from 57.5% to 63% in exchange for $75M cash and Dow AgroScience¿s 16.25% equity stake in Verneuil Holdings (raising Mycogen¿s stake in Verneuil from 18.75% to 35%); in 3/98, Pioneer Hi-Bred International Inc. sold its remaining stake in Mycogen (2M shares, stems from a 1995 collaboration) to Dow AgroSciences for $40.1M ($20.06/share), raising Dow AgroSciences¿ stake to 69%; in 7/98, Mycogen¿s board approved an amendment to terms of original agreement so that Dow could acquire the rest of Mycogen before 2/99; the definitive agreement was reached in 8/98, when Dow AgroSciences initiated a $28/share tender offer; 14.7M shares were tendered; the offer closed 10/2/98 and the transaction closed 11/2/98

NanoSystems LLC (subsidiary of Eastman Kodak Co.; NYSE:EK)

Elan Corp. plc (Ireland)

9/98

10/98

150

Elan acquired all assets and liabilities of NanoSystems for $150M ($137M in cash and the rest in warrants to buy Elan common shares); NanoSystems will become part of Elan Pharmaceutical Technologies

NaviCyte Inc.*

Trega Biosciences Inc.

11/98

11/98

6.6

Trega financed the deal with 2.5M shares of Trega common stock, plus $0.35M in cash

Neurex Corp.

Elan Corp. plc (Ireland)

4/98

8/98

740

Elan acquired all of Neurex¿s outstanding shares (23.3M) for $31.81 per share; each share Neurex was exchanged for 0.51 Elan American Depositary Share; Neurex will become business unit of Elan Pharmaceuticals

NeXstar Products Technology (division of NeXstar Pharmaceuticals Inc.)

SKW Americas Inc. (subsidiary of SKW Trostberg AG; Germany)

8/98

8/98

38.5

NeXstar renamed its Products Technology division Proligo LLC, then sold 51% of that division to SKW for $15M in cash on closing; it also gets $3M in guaranteed payments and $20.5M in milestones over next 5 years; Proligo will manufacture aptamers for NeXstar to use in drug discovery and development programs; NeXstar retained certain rights to its PASS technology

Northwest Neurologic Inc.*

Neurocrine Biosciences Inc.

3/98

6/98

4.2

Neurocrine paid a total of $4.2M by issuing new shares of its common stock to acquire Northwest Neurologic

Research products division of Oncor Inc.

Intergen Inc.

6/98

6/98

3.2

Oncor sold its research products division to Intergen for $3.2M ($3M in cash on closing and the rest as scheduled payments over next 2 years)

In situ hybridzation business of Oncor Inc.

Ventana Medical Systems Inc.

11/98

11/98

5.5

Ventana acquired Oncor¿s in situ hybridization business from Oncor¿s secured creditors; all rights to the Inform HER-2/ Neu test were convyed to Ventana

OncorMed Inc.

Gene Logic Inc.

7/98

9/98

39.1

Gene Logic acquired OncorMed for 4.85M shares of Gene Logic stock in a ratio of 0.4673 shares Gene Logic for 1 share OncorMed; Gene Logic also assumed outstanding warrants for OncorMed stock

OST Development 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 will acquire an additional 85% stake no later than 3/99 contingent on certain milestones; total cost will be $1.5M (FFr9M); the agreement provided for Osteotech¿s purchase of the remaining 10% in the future

PanGenetics BV* (the Netherlands)

Tanox Biosystems Inc.*

4/98

ND

Tanox acquired a majority stake in PanGenetics and has agreed to acquire the remaining stock under certain conditions; details ND

Penederm Inc.

Mylan Laboratories Inc. (NYSE:MYL)

6/98

10/98

205

Mylan acquired Penederm for stock; Penederm shareholders got 0.68 share Mylan for each share Penederm (valued at $21.89 per share to Penederm holders)

Peptide Immune Ligands* (France)

Biovector Therapeutics SA* (France)

10/98

ND

Biovector acquired 80% stake in Peptide Immune Ligands; Biovector will fund 3-year clinical research program as well as additional R&D programs

PerSeptive Biosystems Inc.

The Perkin-Elmer Corp. (NYSE:PKN)

8/97

1/98

360

Perkin-Elmer acquired PerSeptive for $13/share paid in newly issued Perkin-Elmer stock; PerSeptive shares were converted into Perkin-Elmer shares at a ratio of 0.1926 for each PerSeptive share (or 5M shares Perkin-Elmer for all outstanding PerSeptive shares and warrants); due to anti-trust concerns, the Department of Justice required that PerSeptive Biosystems sell its DNA synthesis patent rights (including the Koster patent and certain rights under the Caruthers patents) to NeXstar Pharmaceuticals Inc. (which sale [for an undisclosed amount] took place in 1/98)

Pharma Networks NV* (Belgium)

Quintiles Transnational Corp.

1/98

2/98

ND

Quintiles acquired Pharma Networks for an undisclosed number of shares of Quintiles common stock

Intellectual property portfolio of Phyto-Pharmarmaceuticals Inc*

SafeScience Inc.

11/98

12/98

ND

SafeScience acquired all intellectual properties and rights to PhytoPharma¿s carbohydrate chemistry, screening tools and compound optimization technologies; financial terms ND

Poietic Technologies Inc.*

Cambrex Corp.

12/98

1/99

2.5

$2.5M in cash and future consideration based on the performance of the business

PPS Europe Ltd. (U.K.) and Genesis Pharma Strategies Ltd.

Parexel International Corp.

____

3/98

112

Parexel acquired both companies for 2.9M shares of its common stock

Precision Biochemicals Inc.* (Canada)

IGT Pharma Inc. (VSE:IGT; Canada)

3/98

4/98

ND

IGT had held a 35% stake in Precision Biochemicals since 7/97; it acquired the remaining 65% by exchanging 0.48M shares of IGT for the remaining shares of Precision Biochemicals

Prisma Acquisition Corp.*

Synbiotics Corp.

3/98

3/98

3

In connection with the acquisition, Synbiotics issued a $1M, 1-year note and unregistered stock and stock options valued at $2M; Synbiotics will license back the non-animal-health rights for Prisma¿s blood chemistry system to a new company owned by Prisma¿s former shareholders

PharmaSciences Inc.¿s interest in joint venture Psiox Inc.*

PowderJect Pharmaceuticals plc (U.K.)

4/98

1.6

PowderJect acquired PharmaSciences¿ minority equity stake in their joint venture Psiox for $1.6M (0.2M shares at 505p per share); Psiox will change its name to PowderJect Therapeutics Inc.

Q.E.D. International Inc.*

Quintiles Transnational Corp.

10/98

ND

Quintiles acquired Q.E.D. in exchange for Quintiles stock; further details ND

Qualicon Inc. (DuPont subsidiary)

DuPont Co.

10/98

10/98

ND

DuPont purchased all shares of its microbiology subsidiary from early investors and five Japanese investors; financial terms ND

Rosys AG* (Switzerland)

Qiagen NV (the Netherlands)

5/98

15.8

Qiagen acquired 100% of the outstanding shares of Rosys in a stock exchange worth $15.8M

Rystan Company Inc. (indirect subsidiary of Elan Corp. plc)

Integra Life-Sciences Inc.

9/98

3.6

Elan acquired Rystan in 5/98 through its acquisition of GWC Health Inc.; Integra acquired Rystan for stock, 0.8M shares ($3.6M), plus warrants for 0.3M shares of common stock

Sano Corp. (NASDAQ:SANO)

Elan Corp. plc (Ireland)

12/97

3/98

392.8

Elan acquired Sano in a stock transaction, 0.6 Elan American Depositary Shares for each share Sano (10.56M outstanding), or $392.8M; Sano will operate as a business unit of Elan Pharmaceutical Technologies

Sequana Therapeutics Inc.

Arris Pharmaceutical Corp.

11/97

1/98

118.5

Arris issued 1.35 shares for each share of Sequana outstanding or about 13.8M Arris shares for 10.25M Sequana shares (Arris shares closed at $8.563 on 1/7/98, the date shareholders of both companies approved the merger, giving it a value of $118.5M); the new company is called AxyS Pharmaceuticals Inc. and trades under the symbol AXPH

Seragen Inc. (OTC Bulletin Board:SRGN)

Ligand Pharmaceuticals Inc.

5/98

8/98

67

Ligand acquired Seragen for $67M in cash and stock; it paid $30M on closing ($4M in cash and $26M in Ligand stock [1.86M shares at $13.99 each]); Ligand will pay an additional $37M in cash and/or Ligand stock 6 months after FDA approval of Ontak (for cutaneous T-cell lymphoma) which was approved 2/99; Ligand also acquired 1/99 assets of Marathon Biopharmaceuticals LLC for $5M, with another $3M 6 months after FDA approval of Ontak (both payments in cash and/or stock)

Simirex Inc.*

Quintiles Transnational Corp.

10/98

ND

Quintiles acquired Simirex in exchange for an undisclosed number of shares of Quintiles stock

Somatogen Inc.

Baxter International Inc. (NYSE:BAX)

2/98

5/98

189

Baxter paid Somatogen shareholders $9/share in Baxter stock for all 21M shares outstanding; Baxter will also make deferred cash payments up to $2/share ($42M total) based on 5% of sales of certain future-generation products through 12/31/07; each share Somatogen common stock was converted into the right to receive 0.1685 share of Baxter common stock and 1 contingent right

Synteni Inc.*

Incyte Pharmaceuticals Inc.

12/97

1/98

95.7

Incyte issued 2.2M shares of its common stock to acquire all of Synteni¿s outstanding shares

T2A SA* (France)

Quintiles Transnational Corp.

3/98

ND

Quintiles acquired T2A for an undisclosed number of shares of Quintiles common stock

Technology Assessment Group*

Quintiles Transnational Corp.

2/98

ND

Quintiles acquired Technology Assessment Group for an undisclosed number of shares of Quintiles common stock

TheraTech Inc.

Watson Pharmaceuticals Inc. (NYSE:WPI)

10/98

1Q:99E

300

Watson acquired TheraTech in a stock exchange of between 0.26630 and 0.29598 shares of Watson (depending on Watson¿s market price at the time) for 1 share of TheraTech; Theratech shareholders will get 6% stake in Watson; transaction subject to approval by TheraTech stockholders Watson expects to record a one-time charge of $20M in connection with the deal in the first quarter 1999.

Transcell Technologies Inc.* (majority-owned subsidiary of Interneuron Pharmaceuticals Inc.)

Intercardia Inc. (subsidiary of Interneuron Pharmaceuticals Inc.)

11/97

5/98

14.2

The companies signed a letter of intent in 11/97 and a definitive merger agreement in 3/98; Intercardia acquired the capital stock of Transcell plus related technology rights held by Interneuron in exchange for $14.2M in Intercardia stock; Transcell¿s outstanding options and warrants will be converted into options and warrants good for a total of 0.26M shares of Intercardia stock; the outstanding Transcell stock will be converted into the right to receive Intercardia stock in 3 installments (the 1st to be made in connection with closing; the others at 15 and 21 months) with total combined value of $11.2M; Intercardia paid $3M in stock (0.175M shares) to Interneuron for technology rights; post-merger, Interneuron owns 62% of Intercardia¿s stock

Tseng Labs Inc. (NASDAQ:TSNG)

Cell Pathways Inc.*

6/98

11/98

118.8

This is a reverse merger, by which Cell Pathways gained a NASDAQ listing (CLPA); Cell Pathways acquired and merged with Tseng Labs in exchange for 5.5M Cell Pathways shares in a ratio of 2.75 Tseng shares for 1 Cell Pathways share; Cell Pathways also gains $28M in cash from Tseng Labs

VacTex Inc.*

Aquila Biopharmaceuticals Inc.

4/98

8.2

Aquila acquired 100% of outstanding shares of VacTex in exchange for 1.15M newly issued shares of Aquila stock plus a note for $1.3M (including accrued interest at 7%; redeemable after 4/13/99); the acquisition is valued at $8.2M

VetLife subsidiary of CytRx Corp.

Ivy Laboratories Inc.

4/98

4/98

13

CytRx sold all the assets of its VetLife subsidiary for $7.5M (consisting of a cash payment and a subordinated note); CytRx will also get $5.5M contingent on future product sales by Ivy

Viatech Imaging LLC*

Cognetix Inc.*

7/98

ND

ND

Viropath BV* (the Netherlands)

Digene Corp.

-

8/98

1.7

Digene bought all the outstanding stock of Viropath in exchange for 0.18M shares of newly issued stock

ViroTex Corp. *

Atrix Laboratories Inc.

11/98

11/98

$8-11

$7.5M in cash, 0.5M in Atrix common stock, ViroTex shareholders may earn up to an additional $3M in Atrix common stock based on the success of ViroTex¿s products and technologies

Virus Research Institute Inc.

T Cell Sciences Inc.

5/98

8/98

150

T Cell Sciences acquired Virus Research in a stock transaction with a ratio of 1.55 shares of T Cell stock and 0.2 warrant (5-year warrant to buy 1 share T Cell stock for $6.00) for each share Virus Research stock; the new company is called Avant Imunotherapeutics Inc. (NASDAQ:AVAN); T Cell shareholders own 66% and Virus Research shareholders own 34% of the new company

II. Pending Mergers And Acquisitions

Company Acquired

Acquired By Or Merged With

Date Announced

Date Completed

Value (M)

Terms/Details

BioQuest Inc.*

Genetic Vectors Inc. (OTC Bulletin Board:GVEC)

8/98

ND

Genetic Vectors will acquire 100% of BioQuest¿s stock; definitive merger agreement still pending

Chrysalis International Inc.

Phoenix International LifeSciences Inc. (Canada)

11/98

1-2Q99E

8.3

The transaction is for $8.29M to be paid in stock if Phoenix can obtain a NASDAQ listing, or in cash if it cannot; Phoenix will assume Chrysalis¿ debt, about $10.5M

Clinical services division of Collaborative Clinical Research Inc.

The West Company (NYSE:WST)

12/98

1Q99E

$15M

Collaborative will sell the assets of its clinical servives division for $15M in cash

D-Pharm Ltd.* (Israel)

The Clal Group and Clal Biotechnology Industries (Israel)

7/98

10

Clal and D-Pharm signed a memorandum of understanding in which Clal will acquire a 20% stake in D-Pharm for $10M

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 outstanding 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 Depo-Morphine or a macromolecule by 3/00; transaction requires approval of Depo-Tech shareholders

DNAP Holding Corp. (majority-owned subsidiary of Bionova International Inc.)

Bionova International Inc. (wholly owned subsidiary of Empresas La Moderna SA de CV; NYSE:ELM; Mexico)

7/98

4/99E

30

Bionova will invest $30M in DNAP Holding in exchange for 5.2M shares at $5.75/share; also, once current shareholders approve issuance of new shares, they get the right to acquire 3 shares for every 4 now owned at $5.75 per share; Bionova¿s stake increases from 70% to 80.6%

Envoy Corp.

Quintiles Transnational Corp.

12/98

1-2Q/99E

$1.7B

Quintiles will acquire Envoy in a stock exchange valued at $1.7B; Envoy shareholders will receive 1.166 shares of Quintiles common stock for each share of Envoy common stock held

GeneMedicine Inc.

Megabios Corp.

10/98

1Q:99E

38

This merger will be accomplished by a stock exchange; each outstanding share of Gene-Medicine will be exchanged at a ratio of 0.571 for newly 1 issued share 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

1Q:99E

3.6

Synsorb agreed to acquire one-third of the issued and outstanding shares of GeneSense, subject to the completion of a private financing by GeneSense that should close 1Q:99; Synsorb will have the option to acquire the remaining shares after completion of the Phase I/II trial of GeneSense¿s lead drug candidate, Gti2040; the initial one-third purchase will be funded by the issuance of Synsorb common shares, not to exceed 2.1M shares, based on the weighted average trading price of the 20-day trading period up to Dec. 17, 1998

Intek Labs Inc.*

Pharmaceutical Product Development Inc.

11/98

6.5

Pharmaceutical Product Development will issue 0.4M shares to Intek shareholders

OraVax Inc.

Peptide Therapeutics Group plc (U.K.)

11/98

1Q:99

20

OraVax will become a subsidiary of PTG; holders of OraVax common stock will recieve $20M worth of PTG ordinary shares in the form of American Depositary Shares to be traded on NASDAQ, pending exchange approval; PTG has already purchased 95 percent of OraVax¿s outstanding 6% convertible preferred stock for $3M

Pacific Pharmaceuticals Inc. (OTC Bulletin Board:PHAA)

Procept Inc.

11/98

1Q99

13.6

Pacific Pharmaceuticals will merge into Procept; each Pacific Pharmaceuticals share will convert into 0.11 share of Procept, with a total of 2.76M new Procept shares expected to be issued; Procept will also assume $7.3M obligation of Pacific Pharmaceuticals¿ subsidiary BG Development Corp; Pacific Pharmaceuticals preferred shareholders get certain contractual rights in exchange for waiving liquidation rights

Pharmaceutical Marketing Services Inc.

Quintiles Transnational Corp.

12/98

1Q:99E

197

Approximately worth $197M; Quintiles will acquire Pharmaceutical Marketing Services and its core company, Scott-Levin, a pharmaceutical market information and research services firm; Quintiles will pay for PMSI with stock

Proceutics Inc. (wholly owned subsidiary of CytRx Corp.)

Oread Inc.*

2/98

____

ND

Proceutics will transfer its personnel, equipment and client contracts to Oread; Proceutics will retain its real estate assets (and is negotiating their sale independently but concurrently)

Sequus Pharmaceuticals Inc.

Alza Corp.

10/98

2Q: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

Xenotransplantation program of Tyco International Ltd.

Alexion Pharmaceuticals Inc.

12/98

ND

ND

Alexion will reacquire the rights to all aspects of its xenotransplantation program that had been obtained by Tyco International Ltd. when Tyco acquired U.S. Surgical Corp. Ltd., in 1998; Tyco¿s 7% stake in Alexion was sold to three Alexion shareholders

Vanguard Biosciences Inc. (wholly owned subsidiary of Amarillo Biosciences Inc.)

Agritek Ingredients Corp. (Canada)

11/98

1st half 1999E

2

Amarillo will sell 70% of Vanguard Biosciences Inc., a wholly owned subsidiary; Agritek must complete development studies, make staged cash payments of up to $2M to Amarillo and obtain FDA approvals

Vascular Genomics Inc.*

Corvas International Inc.

7/97

7/00E

$13-$20

Corvas has a 3-year option to acquire Vascular Genomics; it will make the purchase with new shares of Corvas stock from $13M-$20M; the option will be automatically triggered if Corvas enters into a partnering agreement having an equal value; if Corvas elects not to exercise option, Vascular Genomics may require it to buy 20% of its stock for $3.96M in Corvas stock

III. Terminated Mergers And Acquisitions

Company Acquired

Acquired By Or Merged With

Date Announced

Date Completed

Value (M)

Terms/Details

AccuMed International Inc.

Ampersand Medical Group *

12/98

Terminated 1/99

ND

Ampersand was to acquire AccuMed¿s AcCell product line for cash, plus a royalty and license back to AccuMed for certain technology owned by Ampersand that may be used on AccuMed¿s Savant system

BioStar Inc.*

Cortech Inc.

12/97

Terminated 5/98

18.7

Cortech was to issue 28.5M new shares in exchange for all equity interests in BioStar in this reverse merger; either party had the option of terminating negotiations if it appeared that the merger could not be completed by 5/31/98; this situation occurred, so the parties terminated discussions by mutual agreement

Gen Trak Inc.*

Genetic Vectors Inc. (OTC Bulletin Board:GVEC)

5/98

Terminated 8/98

Genetic Vectors was to have acquired 100% of Gen Trak¿s stock, but the former terminated the letter of intent when the companies were not able to come to terms

Life Technologies Inc.

Dexter Corp. (NYSE:DEX)

7/98

0.71 acquired

240

Dexter has proposed acquiring the 48% of Life Technologies it doesn¿t already own (11.3M shares) through a tender offer of $37 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; on Dec. 7, Dexter increased the price to $39.125 per share in cash and eliminated the minimum share condition; on Dec. 11, Life Technologies¿ board determined again not to make a recommendation to shareholders; about 5.5M shares were tendered, giving Dexter a 71% stake

Metra Biosystems Inc.

Spectral Diagnostics Inc. (Canada)

12/98

Terminated 1/99

0.2

Spectral shareholders were to own 51% of combined company, Metra¿s shareholders, 49 percent; Spectral was offering 9.4M common shares and a cash pay ment in an aggregate amount of $0.2M to Metra shareholders in exchange for Metra¿s outstanding common stock

Scitech Genetics Ltd.* (Singapore)

Receptagen Ltd. (TSE:RCG)

9/97

Terminated 3/98

21.6

Receptagen was to acquire 100% of Scitech for $21.6M in Receptagen stock; the new company was to have kept the Scitech Genetics name and Receptagen¿s TSE listing (but with a new symbol); in 11/97, Receptagen said it had made US$0.2M in goodwill payments to Scitech; in 12/97 the companies signed a formal share exchange agreement and then simplified the terms in 2/98; by 3/98, however, the agreement was terminated because Scitech tried to amend further certain terms, which was unacceptable to Receptagen

UroCor Inc.

Dianon Systems Inc.

8/98

Terminated 11/98

ND

Dianon offered to acquire all 10.4M outstanding shares of UroCor for $7.50 per share (50% premium to market), but UroCor rejected the offer and adopted a poison pill