-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HKElCo7/OrcBqYeL+TAepFc5+i2Fk30sr2EbgcpcxKw0lgAf87Ve6uI70SLOWjUC ncENzhhE8grr0k+21YXPMw== 0000922423-99-000605.txt : 19990506 0000922423-99-000605.hdr.sgml : 19990506 ACCESSION NUMBER: 0000922423-99-000605 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990505 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENDOREX CORP CENTRAL INDEX KEY: 0000812796 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 411505029 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-39976 FILM NUMBER: 99611276 BUSINESS ADDRESS: STREET 1: 28101 BALLARD DR. CITY: LAKE FOREST STATE: IL ZIP: 60045 BUSINESS PHONE: 847-573-8990 MAIL ADDRESS: STREET 1: 28101 BALLARD DR. CITY: LAKE FOREST STATE: IL ZIP: 60045 FORMER COMPANY: FORMER CONFORMED NAME: IMMUNOTHERAPEUTICS INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARIES FINANCIAL SERVICES INC CENTRAL INDEX KEY: 0001007000 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 375 PARK AVENUE STREET 2: SUITE 1501 CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: 2128324379 SC 13D/A 1 AMENDMENT NO. 5 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Amendment No. 5) Under the Securities Exchange Act of 1934 Endorex Corporation (f/k/a ImmunoTherapeutics, Inc.) (Name of Issuer) Common Stock, par value $.001 per share (Title of Class of Securities) 452916 40 6 (CUSIP Number) Paramount Capital Asset Management, Inc. c/o Lindsay A. Rosenwald, M.D. 787 Seventh Avenue New York, NY 10019 (212) 554-4300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 31, 1998 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following: [ ] SCHEDULE 13D CUSIP No. [452916406] Page 2 of 14 Pages - -------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Paramount Capital Asset Management, Inc. - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------- 4) SOURCE OF FUNDS* OO (see Item 3 below) - -------------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7) SOLE VOTING POWER None NUMBER OF SHARES -------------------------------------------------------------- BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 2,667,511 EACH REPORTING PERSON -------------------------------------------------------------- WITH 9) SOLE DISPOSITIVE POWER None -------------------------------------------------------------- 10) SHARED DISPOSITIVE POWER 2,667,511 - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,667,511 - -------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26.1% - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- 2 SCHEDULE 13D CUSIP No. [452916406] Page 3 of 14 Pages - -------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Aries Domestic Fund, L.P. - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------- 4) SOURCE OF FUNDS* OO (see Item 3 below) - -------------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7) SOLE VOTING POWER None NUMBER OF SHARES -------------------------------------------------------------- BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 838,971 EACH REPORTING PERSON -------------------------------------------------------------- WITH 9) SOLE DISPOSITIVE POWER None -------------------------------------------------------------- 10) SHARED DISPOSITIVE POWER 838,971 - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 838,971 - -------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.3% - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- 3 SCHEDULE 13D CUSIP No. [452916406] Page 4 of 14 Pages - -------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Aries Master Fund, A Cayman Island Exempted Company - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------- 4) SOURCE OF FUNDS* OO (see Item 3 below) - -------------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - -------------------------------------------------------------------------------- 7) SOLE VOTING POWER None NUMBER OF SHARES -------------------------------------------------------------- BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 1,828,940 EACH REPORTING PERSON -------------------------------------------------------------- WITH 9) SOLE DISPOSITIVE POWER None -------------------------------------------------------------- 10) SHARED DISPOSITIVE POWER 1,828,940 - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,828,940 - -------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.0% - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON* OO (see Item 2) - -------------------------------------------------------------------------------- 4 SCHEDULE 13D CUSIP No. [452916406] Page 5 of 14 Pages - -------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lindsay A. Rosenwald, M.D. - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------- 4) SOURCE OF FUNDS* OO (see Item 3 below) - -------------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7) SOLE VOTING POWER 1,434,033 NUMBER OF SHARES -------------------------------------------------------------- BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 2,667,511 EACH REPORTING PERSON -------------------------------------------------------------- WITH 9) SOLE DISPOSITIVE POWER 1,434,033 -------------------------------------------------------------- 10) SHARED DISPOSITIVE POWER 2,667,511 - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,101,544 - -------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 35.2% - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- 5 Item 1. Security and Issuer. (a) Common Stock, $.001 par value ("Shares") Endorex Corporation (f/k/a ImmunoTherapeutics, Inc.) (the "Issuer") 900 North Shore Blvd. Lake Bluff, IL 60044 (847) 604-7555 Item 2. Identity and Background. Names of Persons Filing: (a) This statement is filed on behalf of Paramount Capital Asset Management, Inc. ("Paramount Capital"), Aries Domestic Fund, L.P. ("Aries Domestic"), Aries Master Fund, a Cayman Island exempted company ("Aries Fund") and Lindsay A. Rosenwald, M.D. ("Dr. Rosenwald" and collectively, "Reporting Parties"). See attached Exhibit A which is a copy of their agreement in writing to file this statement on behalf of each of them. (b) Paramount Capital's, Aries Domestic's and Dr. Rosenwald's business address is 787 Seventh Avenue, 48th Floor, New York, New York, 10019. The business address for Aries Fund is c/o MeesPierson (Cayman) Limited, P.O. Box 2003, British American Centre, Phase 3, Dr. Roy's Drive, George Town, Grand Cayman. (c) Dr. Rosenwald is an investment banker, venture capitalist, fund manager and sole shareholder of Paramount Capital,1 a Subchapter S corporation incorporated in Delaware. Paramount Capital is the General Partner of Aries Domestic,2 a limited partnership incorporated in Delaware. Paramount Capital is the Investment Manager to Aries Fund,3 a Cayman Islands exempted company. (d) Dr. Rosenwald, Paramount Capital, Aries Domestic and Aries Fund and their respective officers, directors, general partners, investment managers, or trustees have not, during the five years prior to the date hereof, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Dr. Rosenwald, Paramount Capital, Aries Domestic and Aries Fund and their respective officers, directors, general partners, investment managers, or trustees have not been, during the five years prior to the date hereof, parties to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. (f) Dr. Rosenwald is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. Since the date of Amendment No. 4 to the Original Statement on Schedule 13-D ("Amendment No. 4"), filed on October 16, 1997, Aries Domestic used its general funds to purchase an aggregate of 46,626 shares of Common Stock of the Issuer in the open market and the Aries Fund used its general funds to purchase an aggregate of 46,626 shares - -------- 1 Please see attached Exhibit B indicating the executive officers and directors of Paramount Capital and providing information called for by Items 2-6 of this statement as to said officers and directors. Exhibit B is herein incorporated by reference. 2 Please see attached Exhibit C indicating the general partner of Aries Domestic and the general partner's executive officers and directors and providing information called for by Items 2-6 of this statement as to said general partners, officers and directors. Exhibit C is herein incorporated by reference. 3 Please see attached Exhibit D indicating the investment manager of the Aries Fund and the investment manager's executive officers and directors and providing information called for by Items 2-6 of this statement as to said investment manager and officers and directors. Exhibit D is herein incorporated by reference. 6 of Common Stock of the Issuer in the open market. In connection with its investment in a private placement of the Issuer on October 16, 1997 (the "Private Placement"), Aries Domestic was allocated warrants ("Placement Warrants") to purchase 56,533 Shares of the Issuer from Paramount Capital, Inc., which conducted the Private Placement and Aries Fund was allocated Placement Warrants to purchase 112,159 Shares of the Issuer from Paramount Capital, Inc. Lindsay A. Rosenwald, M.D., chairman of Paramount Capital, Inc. was allocated Placement Warrants to purchase 292,411 Shares of the Issuer from Paramount Capital, Inc. Further, in connection with the Private Placement, Paramount Capital, Inc. and the Issuer entered into an advisory agreement oursuant to which it received a number of warrants (the "Advisory Warrants"). Dr. Rosenwald was allocated Advisory Warrants to purchase 1,141,622 Shares. The Placement Warrants and the Advisory Warrants vested and became exercisable on April 16, 1998 at an intial exercise price equal to $2.54 per share and will be exercisable until April 16, 2003. The exercise price is subject to adjustment upon the occurence of certain events. Item 4. Purpose of Transaction. The Reporting Parties acquired shares of Common Stock of the Issuer as an investment in the Issuer. Although the Reporting Parties have not formulated any definitive plans, they may from time to time acquire, or dispose of, Common Stock and/or other securities of the Issuer if and when they deem it appropriate. The Reporting Parties may formulate other purposes, plans or proposals relating to any of such securities of the Issuer to the extent deemed advisable in light of market conditions, investment policies and other factors. Except as indicated in this Schedule 13D, the Reporting Parties currently have no plans or proposals that relate to or would result in any of the matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) As of April 21, 1999, Dr. Rosenwald both personally and through acquisition of the shares by the Aries Fund and Aries Domestic, beneficially owned 4,101,544, Shares or 35.2% of the Issuer's securities and Paramount Capital beneficially owned 2,667,511 Shares or 26.1% of the Issuer's securities. Aries Domestic and the Aries Fund beneficially owned as follows: Amount Owned ------------ Aries Domestic 838,971 Shares Aries Fund 1,828,940 Shares (b) Dr. Rosenwald and Paramount Capital share the power to vote or to direct the vote, to dispose or to direct the disposition of those shares owned by each of Aries Domestic and Aries Fund. (c) The following acquisitions of Shares of the Issuer were made by Aries Domestic in the past 60 days: Date No. Shares Price Per Share ----------------------------------------- 03/11/99 500 $2.250 03/12/99 500 $2.000 03/15/99 600 $2.000 03/16/99 600 $1.938 03/17/99 600 $1.875 03/18/99 600 $1.750 03/19/99 600 $1.875 03/22/99 700 $1.875 03/23/99 700 $2.000 03/24/99 700 $2.000 03/25/99 700 $2.000 03/26/99 700 $2.000 03/29/99 700 $2.125 03/30/99 700 $2.125 03/31/99 2,440 $2.125 04/01/99 700 $2.125 04/05/99 800 $2.125 7 04/06/99 800 $2.125 04/07/99 800 $2.141 04/08/99 800 $2.141 04/09/99 800 $2.238 04/12/99 500 $2.125 04/13/99 500 $2.026 04/14/99 500 $2.000 04/15/99 500 $2.000 04/16/99 500 $2.000 04/19/99 300 $2.000 04/20/99 400 $2.000 The following acquisitions of Shares of the Issuer were made by Aries Domestic in the past 60 days: Date No. Shares Price Per Share ------------------------------------------ 02/22/99 1700 $2.000 02/23/99 1,700 $2.000 02/24/99 1,700 $2.000 02/25/99 1,700 $2.000 02/26/99 1,700 $1.938 03/01/99 1,400 $1.875 03/02/99 1,700 $2.000 03/03/99 1,700 $2.250 03/04/99 1,700 $2.063 03/08/99 1,200 $1.876 03/09/99 1,200 $1.750 03/10/99 1,200 $2.103 03/11/99 1,200 $2.250 03/12/99 1,200 $2.000 03/15/99 1,600 $2.000 03/16/99 1,600 $1.938 03/17/99 1,600 $1.875 03/18/99 1,600 $1.750 03/19/99 1,600 $1.875 03/22/99 1,700 $1.875 03/23/99 1,700 $2.000 03/24/99 1,700 $2.000 03/25/99 1,700 $2.000 03/26/99 1,700 $2.000 03/29/99 1,800 $2.125 03/30/99 1,800 $2.125 03/31/99 60 $2.125 04/01/99 1,800 $2.125 04/05/99 1,900 $2.125 04/06/99 1,900 $2.125 04/07/99 1,900 $2.141 04/08/99 1,900 $2.141 04/09/99 1,900 $2.238 04/12/99 1,200 $2.125 04/13/99 1,200 $2.026 04/14/99 1,200 $2.000 04/15/99 1,200 $2.000 04/16/99 1,200 $2.000 04/19/99 950 $2.000 04/20/99 850 $2.000 8 Other than as set forth herein the Reporting Parties have not engaged in any transactions in the Common Stock of the Issuer during the past 60 days. (d) & (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer Paramount Capital is the Investment Manager of the Aries Fund and the General Partner of Aries Domestic and in such capacities has the authority to make certain investment decisions on behalf of such entities, including decisions relating to the securities of the Issuer. In connection with its investment management duties, Paramount Capital receives certain management fees and performance allocations from the Aries Fund and Aries Domestic. Dr. Rosenwald is the President and sole shareholder of Paramount Capital. Mr. Steve Kanzer, formerly a Senior Managing Director of the Placement Agent (as defined below), joined the Board of Directors of the Issuer in connection with the initial investment by Aries Domestic and the predecessor in interest to the Aries Fund, the Aries Trust, a Cayman Island trust in June 1996 and receives compensation for such services. Pursuant to Article 6 of the Subscription Agreement executed by the Issuer and each investor in the Private Placement, the Reporting Parties are entitled to the contractual rights (the "Article VI Rights") attached to the shares of Common Stock acquired in the Private Placement as set forth in Exhibit A to Amendment No. 4. Paramount Capital, Inc., (the "Placement Agent") an NASD member broker dealer and an affiliate of Aries Domestic and the Aries Fund has acted as Placement Agent for the Issuer and has received certain fees for such services including warrants (the "Placement Warrants") to purchase 864,865 shares of Common Stock with attached contractual rights at an exercise price equal to $2.54375. On October 16, 1997, the Issuer and the Placement Agent entered into a twenty-four (24) month engagement agreement, pursuant to which the Placement Agent is entitled to receive a cash retainer and standard success fees in addition to warrants (the "Advisory Warrants") to purchase 1,297,297 shares of Common Stock with attached contractual rights at an exercise price equal to $2.54375. The Placement and Advisory Warrants will become exercisable on April 16, 1997. Except as indicated in this 13D and exhibits, there is no contract, arrangement, understanding or relationship between the Reporting Parties and any other person, with respect to any securities of the Issuer. Item 7. Material to be Filed as Exhibits: Exhibit A - Copy of an Agreement between Dr. Rosenwald, Paramount Capital, Aries Domestic and Aries Fund to file this Statement on Schedule 13D on behalf of each of them. Exhibit B - List of executive officers and directors of Paramount Capital and information called for by Items 2-6 of this statement relating to said officers and directors. Exhibit C - List of executive officers and directors of Aries Domestic and information called for by Items 2-6 of this statement relating to said officers and directors. Exhibit D - List of executive officers and directors of Aries Fund and information called for by Items 2-6 of this statement relating to said officers and directors. 9 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. PARAMOUNT CAPITAL ASSET MANAGEMENT, INC. Dated: April 21, 1999 New York, NY By /s/ Lindsay A. Rosenwald, M.D. ------------------------------ Lindsay A. Rosenwald, M.D. Chairman ARIES DOMESTIC FUND, L.P. By Paramount Capital Asset Management, Inc. General Partner Dated: April 21, 1999 New York, NY By /s/ Lindsay A. Rosenwald, M.D. ------------------------------ Lindsay A. Rosenwald, M.D. Chairman THE ARIES FUND By Paramount Capital Asset Management, Inc. Investment Manager Dated: April 21, 1999 New York, NY By /s/ Lindsay A. Rosenwald, M.D. --------------------------------- Lindsay A. Rosenwald, M.D. Chairman Dated: April 21, 1999 New York, NY By /s/ Lindsay A. Rosenwald, M.D. ------------------------------ Lindsay A. Rosenwald, M.D. 10 AGREEMENT JOINT FILING OF SCHEDULE 13D The undersigned hereby agrees to jointly prepare and file with regulatory authorities a Schedule 13D and any future amendments thereto reporting each of the undersigned's ownership of securities of Endorex Corp., and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned. PARAMOUNT CAPITAL ASSET MANAGEMENT, INC. Dated: April 21, 1999 New York, NY By /s/ Lindsay A. Rosenwald, M.D. ------------------------------ Lindsay A. Rosenwald, M.D. Chairman ARIES DOMESTIC FUND, L.P. By Paramount Capital Asset Management, Inc. General Partner Dated: April 21, 1999 New York, NY By /s/ Lindsay A. Rosenwald, M.D. ------------------------------ Lindsay A. Rosenwald, M.D. Chairman THE ARIES FUND By Paramount Capital Asset Management, Inc. Investment Manager Dated: April 21, 1999 New York, NY By /s/ Lindsay A. Rosenwald, M.D. --------------------------------- Lindsay A. Rosenwald, M.D. Chairman Dated: April 21, 1999 New York, NY By /s/ Lindsay A. Rosenwald, M.D. ------------------------------ Lindsay A. Rosenwald, M.D. 11 EXHIBIT B The name and principal occupation or employment, which in each instance is with Paramount Capital Asset Management, Inc. ("Paramount Capital") located at 787 Seventh Avenue, 48th Floor, New York, New York, 10019, of each executive officer and director of Paramount Capital is as follows: PRINCIPAL OCCUPATION NAME OR EMPLOYMENT Lindsay A. Rosenwald, M.D. Chairman of the Board of Paramount Capital Asset Management, Inc., Paramount Capital Investments, LLC and Paramount Capital, Inc. Mark C. Rogers, M.D. President of Paramount Capital Asset Management, Inc., Paramount Capital Investments, LLC and Paramount Capital, Inc. Peter Morgan Kash Director of Paramount Capital Asset Management, Inc., Senior Managing Director, Paramount Capital, Inc. Dr. Yuichi Iwaki Director of Paramount Capital Asset Management, Inc., Professor, Uni versity of Southern California School of Medicine Item 2. During the five years prior to the date hereof, none of the above persons (to the best of Paramount Capital's knowledge) was convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. Items 3-6. Please refer to Items 3-6 herein reporting the beneficial ownership. 12 EXHIBIT C The name and principal occupation or employment, which is located at 787 Seventh Avenue, 48th Floor, New York, New York, 10019, of the General Partner of Aries Domestic is as follows: PRINCIPAL OCCUPATION NAME OR EMPLOYMENT ---- ------------- Paramount Capital Asset Management, Inc. General Partner; Investment Manager Exhibit B is hereby incorporated by reference. Item 2. During the five years prior to the date hereof, the above person (to the best of Aries Domestic's knowledge) has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. Items 3-6. Please refer to Items 3-6 herein reporting the beneficial ownership. 13 EXHIBIT D The name and principal occupation or employment, which in each instance is with The Aries Master Fund ("Aries Fund") located at 787 Seventh Avenue, 48th Floor, New York, New York, 10019, of each executive officer and director of Aries Trust is as follows: PRINCIPAL OCCUPATION NAME OR EMPLOYMENT Paramount Capital Asset Management, Inc. Investment Manager MeesPierson (Cayman) Management Limited Administrator Exhibit B is hereby incorporated by reference. Item 2. During the five years prior to the date hereof, neither of the above persons (to the best of Aries Fund's knowledge) have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. Items 3-6. Please refer to Items 3-6 herein reporting the beneficial ownership. 14 -----END PRIVACY-ENHANCED MESSAGE-----