Completed Mergers and Acquisitions

Company Aquired

Acquired By

Date Announced

Date Completed

Value

Term/Details

Allergan Ligand Retinoid Therapeutics Inc.

Ligand Pharma- ceuticals Inc. and Allergan Inc. (NYSE:AGN)

9/97

11/97

71.4

Ligand and Allergan formed Allergan Ligand Retinoid Thera- peutics as a joint venture in 1994; both partners exercised their options to purchase the callable common stock and assets of the joint venture under the terms of the original agreement; Ligand¿s option exercisable at $21.97/share (total $71.4M), which it will pay in cash and Ligand common stock; Allergan will exercise its asset purchase option by paying Ligand $8.9M in cash to acquire 50 0nterest in assets of the joint venture; Ligand and Allergan will divide up the existing compounds on a product-by-product basis (Ligand gets Panretin, among others); each party pays royalties on sales to the other

Auda Pharmaceuticals ApS* (Denmark)

Phytera Inc.*

-

3/97

ND

Phytera acquired Auda¿s assets in exchange for Phytera stock; details ND

Avid Corp.*

Triangle Pharma- ceuticals Inc.

7/97

8/97

9.6

Triangle acquired Avid for $1.25M in cash and 0.4M shares ($8.3M); Triangle will pay certain develop- ment expenses previously incur- red by Avid and will issue up to 2.1M additional shares (valued at $43.6M on closing date) for cer- tain development milestones

Avitech Diagnostics Inc.*

Variagenics Inc.*

-

9/97

ND

Variagenics acquired all of Avi- tech¿s assets, including technolo- gies for Variance Imaging and Avi- tech¿s alliance with Amersham Pharmacia Biotech Ltd.; terms ND

Belmont Research Inc.*

Pharmaceutical Product Develop- ment Inc.

-

2/97

ND

Details ND

Butler Communications Inc.*

Quintiles Trans- national Corp.

-

6/97

16.4

Quintiles acquired Butler Commu- nications and its affiliates, includ- ing Butler Clinical Recruitment Inc., for 0.214M shares of Quin- tiles stock ($13.6M); it also assumed $2.8M in existing debt

Calgene Inc.

Monsanto Co. (NYSE:MTC)

1/97

5/97

240

Monsanto made an unsolicited bid to acquire the 45.40f Calgene that it didn¿t own (about 30M shares) for $7.25/share (a 320re- mium to the trading price), but only after Monsanto raised the bid to $8/share did Calgene¿s special committee of disinterested direct- ors accept it; about 26.8M shares were tendered to Monsanto (for 940wnership) and Monsanto bought the rest for $8/share

Cambridge Combi- natorial Ltd.* (U.K.)

Oxford Molecular Group P.L.C. (U.K.)

-

8/97

3.3

Oxford Molecular already had a 20take in Cambridge Combi- natorial through its $3.5M seed investment in 2/97; it then paid another $3.3M cash for non-voting redeemable preferred shares as well as the option to buy 780f issued common stock currently held by Cambridge Combinatorial management for a maximum of $39M (prices converted at a ratio of #0.6/$1)

Camelot Pharmacal LLC*

Sheffield Medical Technologies Inc.

3/97

4/97

1.7

Sheffield bought Camelot for 0.6M shares of common stock (which closed 4/28/97 at $2.75/share); members of Camelot¿s manage- ment team have option to acquire 1.2M shares at market price at time of acquisition ($3.3M total)

Cauldron Process Chemistry (division of Vaxcel Inc.)

ProClinical Inc.*

3/97

6/97

0.9

Cauldron Process Chemistry was originally a division of Zynaxis Inc., which merged with Vaxcel in 5/97; ProClinical bought Cauldron for $0.85M

CellGenEx Inc.*

CDR Therapeutics Inc.*

-

9/97

ND

The two companies merged to form Xcyte Therapies Inc.; concurrently, Xcyte completed a $4.1M Series B preferred stock venture capital financing

CerebroVascular Advances Inc.*

Quintiles Trans- national Corp.

5/97

7/97

17.7

Quintiles acquired CerebroVas- cular Advances for 0.234M shares Quintiles common stock ($17.74M) and options to buy 17,000 shares of Quintiles stock

ChemGenics Pharma- ceuticals Inc.*

Millennium Pharmaceuticals Inc.

1/97

2/97

103.2

Millennium acquired ChemGenics for 4.8M unregistered shares of Millennium stock (or 0.2374 shares Millennium per share Chem- Genics); in addition, PerSeptive Biosystems (ChemGenics¿ largest shareholder) got $38M in stock and cash (1.61M unregistered shares of Millennium and $4M cash); PerSeptive Biosystems now owns 5.760f Millennium; the Millennium shares will be register- ed in 6/97 but subject to a lockup that expires in stages through 9/30/97; the merger cancels Chem- Genics¿ planned IPO (for which it registered in 12/96)

Clark Laboratories Inc.

Trinity Biotech plc (Ireland)

-

2/97

6.2

Trinity acquired Clark for $6.2M in stock and cash; it issued 1.43M shares common stock for 1000f Clark¿s outstanding shares; Trinity will redeem the preferred stock for $1.5M in cash; 660f the issued shares are subject to 1-2 year lockup and can be bought back by Trinity at 13-250remium to issued price; Trinity also gets 70wnership of CLI Oncology (a pri- vate company formed by Clark)

Clindepharm Inter- national (Pty) Ltd. and Rapid Deployment Services* (both South Africa)

Quintiles Trans- national Corp.

-

9/97

18.9

Quintiles acquired Clindepharm for 0.239M shares ($18.94M) and paid an undisclosed amount for Rapid Deployment Services and its affiliates

Pharmaceutical sales and marketing division of CoCensys Inc.

Watson Labora tories Inc. (subsid- iary of Watson Pharmaceuticals Inc.; NYSE:WPI)

-

10/97

9

Transaction valued at $9M, of which $6M was paid at closing and balance to be paid on occurrence of certain events; Watson gets the personnel, the division¿s operating and other assets as well as its current copromotion agreements

Cogent Diagnostics Ltd.* (Scotland)

Hycor Biomedical Inc.

-

7/97

3

Hycor acquired Cogent for $3M in cash and notes

CorBec Pharma- ceuticals Inc.*

Panax Pharma- ceutical Co. Ltd.

5/97

11/97

2.35

Panax acquired CorBec and merged with Sangen Pharmaceutical Co., in a deal that gave Sangen shareholders a combination of stock and warrants totaling $2.35M

The Crucible Group Inc.*

International Med- ical Technical Con- sultants Inc. (subsid- iary of PRA Inter- national Inc.)*

-

5/97

ND

Details ND

Debra Chapman Con- sulting Group Pty. Ltd. and The Medical Alli- ances Australia Pty Ltd. (both in Australia)

Quintiles Trans- national Corp.



2/97

ND

Quintiles acquired 1000f the stock of both entities for an undis- closed amount of cash

Discovery Laboratories Inc.*

Ansan Pharma- ceuticals Inc. (majority-owned subsidiary of Titan Pharmaceuti- cals Inc.)

7/97

12/97E

ND

Discovery merged with Ansan; Discovery bought $1.3M in shares of Ansan preferred convertible stock; Discovery shareholders own 900f new company; Ansan also entered into merger-contingent sub-licensing agreement on certain butyrate compounds with Titan; Titan will give up its 43 0.000000e+00quity stake in Ansan and will pay Ansan a 2% royalty on the sublicense

Frosst Radiopharma- ceuticals division of Merck Frosst Canada Inc. (subsidiary of Merck & Co. Inc.; NYSE:MRK)

Draxis Health Inc. (Canada)

4/97

9/97

9.8

Draxis acquired Frosst Radio- pharmaceuticals as well as 3 radio- pharmaceutical products in late- stage development; Draxis paid $9.78M in all, about 550f which was paid on closing with the rest payable on 2nd and 3rd anniver- saries of closing and on develop- mental milestones; in conjunction with acquisition, Draxis secured funds from Royal Bank Capital Corp. (3-year, $5M, 10 0eben- ture) and from Royal Bank of Can- ada for a $5M, 2-year loan; the division will operate under the name Draximage Inc. (prices con- verted at ratio of C$1.38/US$1)

Gel Sciences and GelMed (a former subsidiary)

MedLogic Global Corp.

11/97

11/97

6

The purchase was a stock-for-stock transaction, and five principal venture capital investors involved with Gel Sciences took an equity investment position with MedLogic

Genesys Pharma Inc. (VSE:GPI; Canada)

Novopharm Biotech Inc. (TSE:NVO; subsidiary of Novopharm Ltd.; Canada)

4/97

8/97

21.7

Novopharm Biotech acquired Genesys in a share exchange valued at US$21.74; Albert Friesen, president of both companies, exchanged his 8.8M shares in Gen- esys (50.8%) at a ratio of 1.46 Genesys shares/1 Novopharm Bio- tech share; the non-Friesen Genesys shareholders got 1.6 shares Novopharm Biotech/1 share Gene- sys (prices converted at ratio of C$1.38/US$1)

GenPharm Inter- national Inc.*

Medarex Inc.

5/97

10/97

65

Medarex will issue up to $65M in common stock to acquire Gen- Pharm; of the total, it will issue up to 3.5M shares in 1997; these shares are subject to lockup restrictions; Medarex will issue additional shares by end of 1998 for balance of purchase price but only to the extent that GenPharm has received fees and payments due it from 3rd parties

GenScope Inc.* (affiliate of Keygene N.V.; the Netherlands)

The Perkin-Elmer Corp. (NYSE: PKN)

-

2/97

ND

Perkin-Elmer bought from Key- gene rights to use AFLP technol- ogy (amplified fragment length polymorphisms) in human and animal healthcare applications; GenScope was spun-off from Key- gene to develop these uses of the AFLP technology; GenScope will become a separate business unit of Perkin-Elmer; Keygene and Perkin Elmer also entered a long-term alliance to apply the technology for agricultural uses

Houston Biotechnology Inc.

Medarex Inc.

12/96

2/97

9.1

Medarex acquired Houston Biotechnology¿s 5.64M outstand- ing shares in stock swap of 0.182 shares Medarex common stock for each Houston Biotechnology share

Immune Complex Corp.*

BioQuest Inc. (NASDAQ:HIVX)

6/97

9/97

ND

BioQuest acquired Immune Com- plex, including its Synthetic Gen- etics division, for stock and cash; details ND

GSX System of Ingenex Inc. (majority owned subsidiary of Titan Pharmaceuticals Inc.)

Pharmaceutical Product Develop- ment Inc.

5/97

6/97

8.7

Pharmaceutical Product Develop- ment paid $8.7M cash for Ingen- ex¿s GSX System (a functional genomics platform technology)

Intelligent Imaging Inc.*

Quintiles Trans- national Corp.

-

9/97

6.8

Quintiles acquired 1000f the capital stock of Intelligent Imag- ing for 0.086M shares ($6.8M)

International Medical Technical Consultants Inc.*

PRA International Inc.*

2/97

4/97

ND

PRA acquired International Medical through a stock purchase agreement; terms ND

InterPharm Laboratories Ltd. (Israel)

Ares-Serono S.A. (Switzerland)

2/97

3/97

40

Ares-Serono founded InterPharm in 1978, and over the last 15 years had increased its ownership to 87.7%by 7/96; by 11/96, Ares-Serono had acquired 99.60f the company and since then it has acquired the remaining shares for $25 each

Linkage Genetics Inc.*

PE Applied Bio- systems (division of The Perkin- Elmer Corp.; NYSE:PKN)

-

7/97

ND

Linkage Genetics will be joined with PE Applied Biosystems¿ PE Zoogen and Applied Agricul- tural units to form PE AgGen, which will provide genetic analysis services in plant and animal breeding; financial details ND

Medical Action Communications Ltd.* (U.K.)

Quintiles Trans- national Corp.

-

6/97

31.6

Quintiles acquired all the stock of Medical Action Communications and its affiliated companies for 0.566M shares of Quintiles com- mon stock ($37.6M), of which 0.091M ($6M) were attributable to cash reserves held by Medical Action Communications; Quintiles also granted stock options for 0.063M of its shares

Mercator Genetics Inc.*

Progenitor Inc.

2/97

8/97

30

Progenitor¿s acquisition of Merca- tor was subject to Progenitor¿s completion of its IPO; Mercator shareholders will get $22M in Pro- genitor common stock; Progenitor will also assume $8M in Mercator liabilities; Progenitor¿s 370wner Interneuron Pharmaceuticals Inc. will provide Mercator with interim line of credit up to $6.6M; follow- ing IPO, Progenitor will assume loan

Mid-Florida Bio- logicals Inc.*

Cangene Corp. (TSE:CNJ; Canada)

-

6/97

ND

Cangene will use plasma collected at this facility for its hyperimmune product WinRho; details of acqui- sition ND

Mogen International NV (the Netherlands)

Zeneca Ltd. (NYSE:ZEN; U.K.)

5/97

6/97

73

Zeneca made a public offer (tender offer) for all of Mogen¿s outstand- ing shares (at #4.31/share), which valued Mogen at #44.5M (US$73M, at exchange rate of #0.61/US$1) on a fully diluted basis; Zeneca received 940f the outstanding shares via tender offer and paid the same per-share price for the rest

Molecular Infor- matics Inc.

Perkin-Elmer Corp.

11/97

11/97

ND

Perkin-Elmer paid cash for all oustanding shares of Molecular Informatics

Multiple Peptide Systems (subsidiary of Houghten Pharma- ceuticals Inc., which changed its name to Trega Biosciences Inc. on 5/1/97)

Unnamed company to be formed by Houghten founder Richard Houghten

11/96

3/97

2.3

Houghten Pharmaceuticals sold its Multiple Peptide Systems subsidiary to Richard Houghten¿s firm for $2.25M, of which it will get $1.5M in 1997 and the balance ($0.75M) in installments on the 3rd, 4th and 5th anniversary of the closing date of the transaction

MycoTox Inc.*

Alpha-Beta Tech- nology Inc.

5/97

6/97

3

Alpha-Beta acquired 1000f MycoTox¿s shares for 0.057M shares Alpha-Beta stock and $0.5M cash; Alpha-Beta will issue an additional 0.11M shares in 6/98 (up to $1M) subject to performance milestones

Nutrition 21*

AMBI Inc.

6/97

8/97

11.3

AMBI bought Nutrition 21 for $10M cash plus 0.5M AMBI com- mon shares (for $1.28M); AMBI will make contingent payments based on certain sales levels for next 4 years; AMBI got $7.3M line of credit from State Street Bank and Trust for the acquisition

Ovation Healthcare Research*

ClinTrials Research Inc.

-

6/97

ND

Details ND

Panax Pharma- ceutical Co. Ltd. (changed name to Inkine Pharmaceutical Co.)

CorBec Pharma- ceutical Co. Inc. and Sangen Pharma- ceutical Inc.

1/97

11/97

2.35

Panax acquired CorBec and merged Sangen, in a deal under which Sangen shareholders received a combination of Panax stock and warrants totaling $2.35M

Peregrine Pharma- ceuticals Inc.*

Techniclone Corp.

1/97

6/97

21.6

Techniclone issued 5.08M shares (for $21.6M) to acquire all the outstanding shares of Peregrine (1.125M)

Pharmaco Pty. Ltd.* (Australia)

IBAH Inc.

3/97

5/97

2.2

IBAH bought 1000f Pharmaco¿s shares for 0.575M shares of IBAH common stock (which closed at $3.75 per share on 5/7/97)

PharmaGenics Inc.*

Genzyme Corp.

2/97

6/97

28

Genzyme will combine its oncol- ogy research programs with those of PharmaGenics to form a new division, Genzyme Molecular Oncology; Genzyme will acquire PharmaGenics for 4M shares of new tracking stock for the division, with an IPO planned for sometime in the future (a prospectus was filed 4/97); PharmaGenics share- holders will own 400f new stock and Genzyme shareholders will own 60%

Rescon Inc.* and Sheffield Statistical Services Ltd.* (U.K.)

Parexel Inter- national Corp.

___

3/97

6

Parexel acquired both companies for an aggregate of 0.21M shares of common stock (which closed at $28.38 per share on 3/3/97)

Veterinary diag- nostic business of Rhone Merieux (wholly owned subsidiary of The Rhone-Poulenc Group; France)

Synbiotics Corp.

5/97

7/97

17.7

Synbiotics paid Rhone Merieux $10.7M in cash and 0.529M shares of newly issued non-registered shares of common stock ($2.4M); an additional 0.23M shares ($1M) have been escrowed pending cer- tain regulatory approvals; Rhone Merieux may also get up to $3.6M in contingent cash payments based on performance of consolidated business after 3 years

Sangen Pharmaceuti- cal Co.*

Panax Pharmaceutical Co. Ltd. (changed name to InKine Pharmaceutical Co.)

1/97

11/97

7.2

This acquisition is intended to create a new company; the merger is contingent on completion of new debt or equity financing for the combined entity; at closing, Sang- en¿s principals will get 2.35M shares of Panax stock as well as stock purchase warrants; pending receipt of financing, Panax will support R&D programs

SARCO Inc.*

Pharmaceutical Product Develop- ment Inc.

5/97

6/97

5

Pharmaceutical Product Develop- ment bought SARCO for 0.263M shares common stock ($5M)

Scitech Genetics Ltd.* (Singapore)

Receptagen Ltd. (TSE:RCG)

9/97

12/97

21.6

Receptagen acquired 1000f Scitech for $21.6M in Receptagen stock; the new company keeps the Scitech Genetics name and Receptagen¿s TSE listing (but with a new symbol); Scitech sharehold- ers control the new company; Union Financial Corp. assisted in this transaction

Sequana Thera- peutics Inc.

Arris Pharma- ceutical Corp.

11/97

1/98

166

Arris took over Sequana by issuing 1.35 shares of common stock for each share of Sequana stock; formed new company called Axys Pharmaceuticals Inc.

Sicor SpA (Italy), Sintesis Lerma S.A. de C.V. (Mexico) and Lemery S.A. de C.V. (Mexico)

Gensia Inc.

11/96

2/97

144

Gensia will issue 29.5M new shares Gensia common stock plus pay $0.1M to Rakepoll Finance N.V. to acquire Rakepoll Holding B.V., the parent company of 3 firms, which will then form with Gensia the new company Gensia Sicor Inc.; Gensia will spin off its R&D into new public company Metabasis Therapeutics Inc., whose stock will be distributed to Gensia shareholders; finally, Gensia will transfer its medical device assets into wholly owned subsidiary called Gensia Automedics Inc.

Somatix Therapy Corp.

Cell Genesys Inc.

1/97

5/97

85.8

Cell Genesys will exchange 0.385 shares of its stock for each Soma- tix share (about 9.4M Cell Gene- sys shares); Cell Genesys will own 610f merged company

SpectroPharm Inc.* (Canada)

Draxis Health Inc. (Canada)

-

2/97

6.6

Draxis acquired dermatology firm SpectroPharm, plus rights to all its products for US$6.6M (C$9M); Draxis will pay a participation interest on international sales of SpectroPharm¿s existing products for 10.5 years

StemCells Inc.*

CytoTherapeutics Inc.

8/97

9/97

7.9

CytoTherapeutics acquired StemCells for $7.9M in newly issued shares of common stock (at $5/share)

Superior Pharma- ceutical Co.*

DynaGen Inc.

-

6/97

16.5

DynaGen paid Superior sharehold- ers $16.5M total, consisting of $6.25M cash, $5M in 3-year notes and 1.67M shares of stock; Super- ior shareholders may also get cer- tain incentive payments based on performance over next 3 years

SyStemix Inc.

Novartis AG (Switzerland)

1/97

2/97

75.6

In 5/96, Sandoz Ltd. made an unsolicited offer to buy the 3.9M shares (27%) of SyStemix that it didn¿t already own for $17 each; in 10/96, SyStemix¿s independent directors rejected the offer as being inadequate and not fair to SyStem- ix¿s minority shareholders; in 1/97 Novartis (newly formed from the merger of Sandoz with Ciba-Geigy Ltd.) came back with an offer of $19.50 per share, which all of Sy- Stemix¿s board members appro- ved; Novartis made a tender offer for the outstanding shares, of which 98.2% were tendered by the expiration date (2/14/97)

Therapeutic Discovery Corp.

Alza Corp.

8/97

9/97

100

Alza spun out Therapeutic Discov- ery in 1993; it has exercised its option to acquire all the outstand- ing shares of Class A common stock for $100M in cash; Thera- peutic Discovery shareholders got $12.30/share

Tripos Inc.

Receptor Research Ltd. (U.K.)*

11/97

11/97

ND

Tripos acquired Receptor for an undisclosed sum and renamed the company Tripos Receptor Research Ltd.

Trophix Pharma- ceuticals Inc.*

Allelix Biopharmaceuticals Inc. (Canada)

6/97

7/97

23

Allelix acquired all of Trophix¿s outstanding shares for 2.5M Alle- lix common shares (at US$8.00 each) plus US$3M in cash; Tro- phix could get additional U.S.$4M on clinical and business mile- stones; Trophix will operate as Allelix Neuroscience Inc.; Blue- stone Capital L.P. acted as Alle- lix¿s agent (prices converted at ratio of C$1.38/US$1)

Zynaxis Inc.

Vaxcel Inc. (subsidiary of CytRx Corp.)

12/96

5/97

ND

In this reverse merger, Zynaxis (a public company whose stock now trades as a penny stock in the OTC market) will merge with Vaxcel, which will then become a public company (whose shares will trade on NASDAQ SmallCap mar- ket); before closing, CytRx will provide Zynaxis with up to $2M in secured interim financing; CytRx will own 87.50f Vaxcel; as part of agreement, Zynaxis is seeking a buyer for its Cauldron Process Chemistry division

Pending Mergers and Acquisitions

Company Aquired

Acquired By

Date Announced

Date Completed

Value

Term/Details

BioStar Inc.

Cortech Inc.

12/97

2Q:98E

$15M

BioStar¿s shareholders will receive 28.5M newly issued shares of Cortech stock, giving them about 60 percent ownership of the merged company. Cortech shareholders will retain a 40 percent stake

Corange Ltd.

Roche Holding Ltd. (Switzerland)

5/97

2/98E

$11B

Corange, the controlling holder of DePuy Inc. ¿ a leading U.S. maker of orthopedic products ¿ is also the sole owner of the diagnostics and pharma- ceuticals business of the Boehringer Mannheim group. The merger is pending regulatory approval by authorities in Switzerland, the European Union and the U.S.

Cascade Oncogen- ics Inc.

Microsure Inc.

12/97

-

6.8

The deal calls for Microsure to issue 1.25 shares of its common stock for each share of Cascade common and preferred stock outstanding, subject to certain adjustments. The deal was valued at $6.8M at full dilution

Chiron Vision Corp. (unit of Chiron Corp.)

Bausch & Lomb Inc. (NYSE:BOL)

10/97

1Q:98E

300

Bausch & Lomb will acquire Chiron Vision for $300M cash; completion subject to regulatory approval; in related move, and dependent on this deal closing, Bausch & Lomb will also acquire Storz Instrument Co. from American Home Products Corp. for $380M in cash (also announced 10/97)

Generic Distributors Limited Partnership*

DynaGen Inc.

9/97

-

2.3

DynaGen will acquire all the assets and liabilities of Generic Distribu- tors for $2.25M ($1.2M in cash and $1.05M in convertible pre- ferred stock); completion depends on availability of financing

ImmunoTherapy Corp.*

AntiVirals Inc.

-

12/97E

24

AntiVirals bought $24M in Immuno- Therapy stock and warrants

Innovative Medical Systems Corp.*

Oxis International Inc.

7/97

-

ND

Oxis will acquire 1000f Innova- tive¿s issued and outstanding stock; Innovative shareholders will get Oxis common stock and an earnout of cash or Oxis shares based on performance

Kemper-Masterson Inc.

Parexel Interna- tional Corp.

10/97

12/97E

23

Parexel will issue $23M of its common stock in exchange for all of Kemper-Masterson¿s outstand- ing stock

PerSeptive Biosystems Inc.

The Perkin Elmer Corp. (NYSE:PKN)

8/97

12/97E

360

Perkin-Elmer will acquire PerSep- tive for $13/share paid in newly issued Perkin-Elmer stock; Per- Septive shares will be converted into Perkin-Elmer shares at a ratio subject to antitrust clearance, approval of PerSeptive sharehold- ers and other conditions

REAADS Medical Products Inc.*

NovaDx Inter- national Inc. (VSE:NVN)

9/97

____

ND

NovaDx will issue common shares to REAADS shareholders in ex- change for all its outstanding shares; merger subject to regula- tory and shareholder approval

Scandipharm Inc.

Dura Pharma- ceuticals Inc.

10/97

1H:98E

$93-$139

Dura will issue $93M-$139M of its common stock in exchange for all of Scandipharm¿s capital stock and outstanding options; transaction subject to regulatory approval, approval of Scandipharm stockholders and effectiveness of registration statement for Dura shares; in conjunction with this acquisition, Dura¿s Health Script division has entered into a pharmacy fulfillment agreement with Cystic Fibrosis Services Inc.

Synteni Inc.

Incyte Pharma- ceuticals Inc.

12/97

1/98E

$88M

Incyte will issue about 2.2M shares of common stock, worth $88M at the closing price when the merger was announced, in exchange for all of Synteni¿s outstanding shares

Transcell Technol- ogies Inc. (a subsidiary of Interneuron Inc.)

Intercardia Inc. (a subsidiary of Interneuron Inc.)

11/97

1Q98:E

15

Transcell shareholders will receive $15M worth of Intercardia stock in three installments

Vascular Genomics Inc.*

Corvas Inter- national Inc.

7/97

7/00E

$13-$20

Corvas has 3-year option to acquire Vascular Genomics; it will make the purchase with new shares of Corvas stock from $13M-$20M depending on when the option is exercised; the option will be auto- matically triggered if Corvas enters into a partnering agreement having an equal value; during option period, Corvas has exclu- sive rights to patented vascular tar- geting technology and will fund R&D at $1M/year; if Corvas elects not to exercise option, Vascular Genomics may require it to buy 200f its stock for $3.96M in Corvas stock

Terminated Mergers and Acquisitions

Company Aquired

Acquired By

Date Announced

Date Completed

Value

Term/Details

Receptagen Ltd. (TSE:RCG)

Generex Pharma- ceuticals Inc.* (Canada)

5/97

Termi- nated 9/97

ND

Generex proposed a merger with Receptagen through the latter¿s banker InterUnion Financial Corp.; the terms were ND, but this is a reverse merger in which Gener- ex is intending to go public; prior to its negotiations with Scitech Genetics Ltd. (see above), Receptagen rejected Generex¿s proposal

U-Gene Research B.V. (the Netherlands)

Collaborative Clinical Research Inc.

2/97

Termi- nated 3/97

15.3

Collaborative Clinical was to have issued 1.75M new common shares to acquire all outstanding U-Gene stock; both parties had the right to terminate (within a limited time frame, depending on Collaborative Clinical¿s stock price); negotia- tions to reach a definitive agree- ment did terminate, with no reason stated


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