Gregory B. Lawless, president and chief operating officer ofChiron Corp. since March 1989, is leaving the company as partof its executive reorganization under the planned merger withCetus Corp., the companies announced Monday.

When the merger was disclosed in July, it had been announcedthat Lawless, 51, would retain his positions in the combinedorganization following the planned merger on Dec. 16.

Hollings Renton, president and chief operating officer of Cetus,will retain those titles at Chiron. It had been expected thatRenton would be responsible for cancer therapeutics and joinChiron's board.

As announced previously, William J. Rutter, Chiron's chairman,and Edward E. Penhoet, Chiron's vice chairman and chiefexecutive, will continue in their roles.

"They had envisioned a role for all four people at the time ofthe merger announcement, but when they looked at how todivide the responsibilities among four people, they decided itwas a job for three," said Chiron spokesman Larry Kurtz. "GregLawless by mutual agreement was the person who doesn'tcontinue."

According to the merger proxy, Lawless will be eligible toreceive up to about $500,000 in termination-related payments,plus certain retirement benefits. His stock options also willimmediately vest.

Rutter will supervise research programs and will direct theactivities of The Biocine Co., Chiron's joint venture with Ciba-Geigy Ltd. to develop vaccines.

Penhoet will supervise development activities and finance, andwill direct the diagnostic and ophthalmic businesses, includingChiron's joint blood screening business with Ortho DiagnosticSystems Inc. and the Chiron Ophthalmics subsidiary.

Renton will supervise operations and will direct the therapeuticbusiness, focusing on the oncology business of Cetus and itsEuroCetus subsidiary.

Penhoet and Renton will report to Rutter.

The new organization is subject to the approval of Chiron'sboard at meetings scheduled for Dec. 5 and 6.

Stockholders are scheduled to vote on the merger on Dec. 10.

Kurtz said he expects that Delaware Chancery Court JudgeCarolyn Berger will rule next week on a motion for apreliminary injunction filed by Eastman Kodak Co. to stop Cetusfrom selling its polymerase chain reaction technology toHoffmann-La Roche. Cetus is selling the technology for $300million as part of the merger.

Chiron stock (NASDAQ:CHIR) closed at $60.75, down 50 cents.Cetus shares (NASDAQ:CTUS) lost 25 cents to $17.25. -- KarenBernstein

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