-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, JcmBRuq14+iMqOGhMpj3zas7dfgmteIR0U3pppAVODe/ZNO9u1l/BKKQ2JmhOe4G 7fizZCmg3G/HDd4A5W39dg== 0000062391-95-000017.txt : 199507110000062391-95-000017.hdr.sgml : 19950711 ACCESSION NUMBER: 0000062391-95-000017 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950710 SROS: NASD GROUP MEMBERS: H PHARMA ACQUISITION CORP. GROUP MEMBERS: HOECHST CORP GROUP MEMBERS: HOECHST CORPORATION GROUP MEMBERS: MARION MERRELL DOW INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SEPRACOR INC /DE/ CENTRAL INDEX KEY: 0000877357 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 222536587 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-42223 FILM NUMBER: 95552894 BUSINESS ADDRESS: STREET 1: 33 LOCKE DRIVE CITY: MARLBOROUGH STATE: MA ZIP: 01752 BUSINESS PHONE: 5084816700 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOECHST CORP CENTRAL INDEX KEY: 0000745637 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 221862783 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ROUTE 202-206 STREET 2: PO BOX 2500 CITY: SOMERVILLE STATE: NJ ZIP: 08876-1258 BUSINESS PHONE: 9082312000 MAIL ADDRESS: STREET 1: ROUTE 202-206 STREET 2: PO BOX 2500 CITY: SOMERVILLE STATE: NJ ZIP: 08876-1258 SC 13D 1 AMEND.2 AND INITIAL 13D FILING OF NAMED PARTIES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 Amendment No. 2 SEPRACOR INC. ---------------------------- (Name of Issuer) Common Stock par value $.10 per share - --------------------------------------------------------------------------- (Title of Class of Securities) 817315 10 4 ----------------- (CUSIP Number) William K. Hoskins, Esq. Harry R. Benz General Counsel Hoechst Corporation Marion Merrell Dow Inc. Route 202-206 9300 Ward Parkway P.O. Box 2500 Kansas City, Missouri 64114 Somerville, NJ 08876-1258 (816) 966-4000 (517) 636-1000 - --------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 28, 1995 ------------------------------------------------------- (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)(4)(i)(A) or (B), check the following box. [ ] Check the following box if a fee is being paid with this statement [ X ]. Page 1 of 18 Exhibit Index is at page 12 2 CUSIP No. 817315 10 4 ___________________________________________________________________________ 1) Name of Reporting Person and its Marion Merrell Dow Inc. I.R.S. Identification Number 44-0565557 ___________________________________________________________________________ 2) Check the Appropriate Box if (a)[ ] a Member of a Group (b)[ X ] ___________________________________________________________________________ 3) SEC Use Only ___________________________________________________________________________ 4) Source of Funds WC ___________________________________________________________________________ 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 1,111,111 Number of ____________________________________________________________ Shares Beneficially 8) Shared Voting Power 0 Owned by ____________________________________________________________ Each Reporting 9) Sole Dispositive Power 1,111,111 Person With ____________________________________________________________ 10) Shared Dispositive Power 0 ___________________________________________________________________________ 11) Aggregate Amount Beneficially Owned 1,111,111 by Each Reporting Person ___________________________________________________________________________ 12) Check Box If the Aggregate Amount [ ] in Row (11) Excludes Certain Shares ___________________________________________________________________________ 13) Percent of Class Represented 5.93% by Amount in Row (11) ___________________________________________________________________________ 14) Type of Reporting Person CO ___________________________________________________________________________ 3 CUSIP No. 817315 10 4 ___________________________________________________________________________ 1) Name of Reporting Person and its Hoechst Corporation I.R.S. Identification Number 22-1862783 ___________________________________________________________________________ 2) Check the Appropriate Box if (a)[ X ] a Member of a Group (b)[ ] ___________________________________________________________________________ 3) SEC Use Only ___________________________________________________________________________ 4) Source of Funds Not applicable ___________________________________________________________________________ 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 1,111,111 Number of ____________________________________________________________ Shares Beneficially 8) Shared Voting Power 0 Owned by ____________________________________________________________ Each Reporting 9) Sole Dispositive Power 1,111,111 Person With ____________________________________________________________ 10) Shared Dispositive Power 0 ___________________________________________________________________________ 11) Aggregate Amount Beneficially Owned 1,111,111 by Each Reporting Person ___________________________________________________________________________ 12) Check Box If the Aggregate Amount [ ] in Row (11) Excludes Certain Shares ___________________________________________________________________________ 13) Percent of Class Represented 5.93% by Amount in Row (11) ___________________________________________________________________________ 14) Type of Reporting Person CO ___________________________________________________________________________ 4 CUSIP No. 817315 10 4 ___________________________________________________________________________ 1) Name of Reporting Person and its H Pharma Acquisition Corp. I.R.S. Identification Number 51-0363736 ___________________________________________________________________________ 2) Check the Appropriate Box if (a)[ X ] a Member of a Group (b)[ ] ___________________________________________________________________________ 3) SEC Use Only ___________________________________________________________________________ 4) Source of Funds Not applicable ___________________________________________________________________________ 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 1,111,111 Number of ____________________________________________________________ Shares Beneficially 8) Shared Voting Power 0 Owned by ____________________________________________________________ Each Reporting 9) Sole Dispositive Power 1,111,111 Person With ____________________________________________________________ 10) Shared Dispositive Power 0 ___________________________________________________________________________ 11) Aggregate Amount Beneficially Owned 1,111,111 by Each Reporting Person ___________________________________________________________________________ 12) Check Box If the Aggregate Amount [ ] in Row (11) Excludes Certain Shares ___________________________________________________________________________ 13) Percent of Class Represented 5.93% by Amount in Row (11) ___________________________________________________________________________ 14) Type of Reporting Person CO ___________________________________________________________________________ 5 This Amendment No. 2 amends the Statement on Schedule 13D (the "Schedule 13D") filed by Marion Merrell Dow Inc. ("MMD") dated June 2, 1993, with respect to the Common Stock of Sepracor Inc. (the "Issuer"), as amended through the date hereof. This Statement also constitutes the initial filing on Schedule 13D of Hoechst Corporation, a Delaware corporation ("Parent"), and H Pharma Acquisition Corporation, a Delaware corporation ("Acquisition"), which are filing jointly with MMD. This amendment is filed solely to report the possible indirect beneficial ownership of securities of the Issuer by Parent and Acquisition due to their acquisition of a majority ownership interest in MMD. Pursuant to Regulation S-T Item 101(a)(2)(ii), this amendment restates the entire text of MMD's Schedule 13D, as amended. ALL OF THE TRANSACTIONS DESCRIBED HEREIN BETWEEN MMD AND THE ISSUER OCCURRED IN 1993. Accordingly, this Statement on Schedule 13D is hereby amended and restated to read as follows: ITEM 1. SECURITY AND ISSUER. - ------- -------------------- The securities to which this Schedule relates are 1,111,111 shares (the "Shares") of common stock, par value $.10 per share ("Common Stock"), of Sepracor Inc., a Delaware corporation (the "Issuer"). The Issuer's principal executive offices are at 33 Locke Drive, Marlborough, Massachusetts 01752. ITEM 2. IDENTITY AND BACKGROUND. - ------- ------------------------ (a) - (c), (f) This Schedule is filed on behalf of Marion Merrell Dow Inc., a Delaware corporation ("MMD"), with a principal place of business and principal office located at 9300 Ward Parkway, Kansas City, Missouri 64114-0480. The principal business of MMD is the discovery, development, manufacturing, marketing, and sale of pharmaceutical compounds for the treatment of human diseases. Information as to the executive officers and directors of MMD is set forth in Exhibit 99.C hereto. This Schedule also is filed on behalf of Hoechst Corporation, a Delaware corporation ("Parent"), and H Pharma Acquisition Corp., a Delaware corporation ("Acquisition") and wholly-owned subsidiary of Parent. Parent is a wholly owned subsidiary of Hoechst Aktiengesellschaft, a German corporation ("Hoechst AG"). Parent is a holding company for most of the U.S. operations of Hoechst AG, a multinational pharmaceutical and chemical company headquartered in Frankfurt, Germany. Acquisition is a recently organized corporation that has not conducted any business except in connection with the acquisition of MMD common stock by Acquisition. The principal place of business and principal office of each of Parent and Acquisition is Route 202-206, Somerville, New Jersey 08876-1258. Information as to the executive officers and directors of Parent, Acquisition, and Hoechst AG is set forth in Exhibit 99.D hereto. Parent and Acquisition beneficially own an aggregate of approximately 71.0% of the outstanding common stock of MMD. Parent and Acquisition are filing this Schedule with respect to their potential deemed indirect ownership of MMD's holdings of the Shares; however, Parent and Acquisition disclaim beneficial ownership of such securities. (d) - (e) During the last five years, neither MMD, Parent, nor Acquisition nor, to their knowledge, any of the persons listed in Exhibits 99.C and 99.D hereto, has been convicted in a criminal proceeding 6 (excluding traffic violations and similar misdemeanors). During the last five years, neither MMD, Parent, nor Acquisition nor, to their knowledge, any of the persons listed in Exhibits 99.C and 99.D hereto, has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any of them was or is subject to a judgment, decree, or final order enjoining future violation of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. - ------- -------------------------------------------------- MMD purchased the Shares from the Issuer on June 2, 1993, for a purchase price aggregating $10,000,000 (approximately $9.00 per share). The source of funds for the purchase price was the working capital of MMD. None of the funds were borrowed or otherwise obtained for the purpose of acquiring the Shares. ITEM 4. PURPOSE OF TRANSACTION. - ------- ----------------------- MMD acquired the Shares for investment pursuant to the terms of a Stock Purchase Agreement dated June 1, 1993, by and between MMD and the Issuer (the "Stock Purchase Agreement"), a copy of which is set forth as Exhibit 99.A hereto. Concurrently with the execution of the Stock Purchase Agreement, the parties also entered into a license agreement (the "License Agreement") pursuant to which MMD will have the exclusive right to the Issuer's U.S. patent application covering claims for certain uses of the chemical compound terfenadine carboxylate (the "Compound"). The Compound is a metabolite of terfenadine, the active ingredient in Seldane , MMD's nonsedating antihistamine. MMD holds a composition of matter patent for the Compound and also has a pending U.S. use patent application. The License Agreement is a separate transaction from the Stock Purchase Agreement, the consideration for which is tied to the issuance and validity of any patent based on the Issuer's patent application and to future sales of the Compound if such sales would infringe any such patent in the absence of the License Agreement. MMD currently has no intention either to purchase additional shares of Common Stock or to dispose of any of the Shares, but may do so in the future depending on MMD's evaluation of the Issuer's business, prospects, and financial condition, the market for the Common Stock, other opportunities available to MMD, prospects for MMD's own business, general economic conditions, money and stock market conditions, and other future developments. None of the Reporting Persons has any plans or proposals that relate to or would result in any of the events described in paragraphs (a) through (j) of this Item. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. - ------- ------------------------------------- (a) The Shares represent 5.93% of the Issuer's Common Stock outstanding at March 31, 1995. Neither Parent, Acquisition, nor any executive officer or director of MMD, Parent, or Acquisition beneficially owns any of the Shares other than through their beneficial ownership of MMD 7 stock or stock of Hoechst AG. Neither Parent nor Acquisition beneficially owns any other shares of Common Stock except through its beneficial ownership of MMD stock. All executive officers and directors of MMD, Parent, and Acquisition beneficially own less than 1.0%, in the aggregate, of the outstanding common stock of MMD. (b) MMD has sole power to vote and sole power to dispose of the Shares. Neither Parent, Acquisition, nor any executive officer or director of either MMD, Parent, or Acquisition has any power to vote or to direct the vote, or to dispose or to direct the disposition of, the Shares except to the extent that Parent, Acquisition, or any such executive officer or director may be deemed to have any such power by reason of such person's relationship to or position with MMD, Parent, or Acquisition. (c) None. On June 28, 1995, Acquisition purchased an aggregate of approximately 71 percent of the outstanding common stock of MMD, as a result of which Parent and Acquisition may be deemed indirectly to beneficially own the Shares. (d) None. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH - ------- RESPECT TO SECURITIES OF THE ISSUER. ------------------------------------ Other than the Stock Purchase Agreement, there are no contracts, arrangements, understandings or relationships between or among MMD, Parent, and/or Acquisition and any other person with respect to any securities of the Issuer. The following summary of the Stock Purchase Agreement is qualified in its entirety by reference to such Agreement, a copy of which is set forth as Exhibit 99.A hereto. The Stock Purchase Agreement provides for the sale to MMD of 1,111,111 shares of Common Stock for an aggregate purchase price of $10,000,000, and for registration of the Shares for sale to the public upon request by MMD either (i) incidental to a registration of Common Stock on behalf of the Issuer ("Piggyback Rights"), or (ii) at any time after December 31, 1993, for an offering of Shares having an anticipated aggregate offering price of at least $3,000,000 ("Demand Rights"). MMD may exercise its Demand Rights no more than twice. Both Demand Rights and Piggyback Rights expire on June 2, 1996. Substantially all of the costs of any such registration is to be paid by the Issuer, except for MMD's pro rata portion of underwriting discounts and MMD's legal expenses. MMD may transfer registration rights to any transferee of at least 100,000 Shares. The Stock Purchase Agreement also provides for indemnification and contribution among MMD, the Issuer, and any underwriter with respect to certain liabilities arising in connection with any such registration. 8 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. - ------- --------------------------------- Exhibit 99.A Stock Purchase Agreement dated June 1, 1993, by and between MMD and the Issuer. Exhibit 99.B Agreement to File Jointly dated June 28, 1995, by and among MMD, Parent, and Acquisition. Exhibit 99.C Information concerning directors and officers of MMD. Exhibit 99.D Information concerning directors and executive officers of Parent, Acquisition, and Hoechst AG. 9 SIGNATURE 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. MARION MERRELL DOW INC. Date: June 28, 1995 By: /s/ Rebecca R. Tilden Rebecca R. Tilden Vice President, Assistant General Counsel, and Assistant Secretary 10 SIGNATURE 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. HOECHST CORPORATION Date: June 28, 1995 By: /s/ Harry R. Benz Harry R. Benz Secretary and Treasurer 11 SIGNATURE 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. H PHARMA ACQUISITION CORP. Date: June 28, 1995 By: /s/ David A. Jenkins David A. Jenkins Vice President and Secretary 12 EXHIBIT INDEX Exhibit No. Description Page No. - ----------- ------------ --------- 99.A Stock Purchase Agreement dated June 1, 1993, by and between MMD and the Issuer (incorporated by reference from Exhibit A to the Schedule 13D of MMD dated June 2, 1993, with respect to securities of the Issuer). 99.B Agreement to File Jointly by and among MMD, 13 Parent, and Acquisition dated June 28, 1995 99.C Information concerning directors and officers of MMD (incorporated by reference from Exhibit C to Amendment No. 1 to the Schedule 13D of MMD dated June 2, 1993, with respect to securities of the Issuer). 99.D Information concerning directors and executive 14 officers of Parent, Acquisition, and Hoechst AG. EX-99 2 99.B AGMT TO FILE JOINTLY 13 EXHIBIT 99.B AGREEMENT TO FILE JOINTLY We, the undersigned, hereby express our agreement that the attached Schedule 13D is filed on behalf of each of us. MARION MERRELL DOW INC. Date: June 28, 1995 By: /s/ Rebecca R. Tilden Rebecca R. Tilden Vice President, Assistant General Counsel, and Assistant Secretary HOECHST CORPORATION Date: June 28, 1995 By: /s/ Harry R. Benz Harry R. Benz Secretary and Treasurer H PHARMA ACQUISITION CORP. Date: June 28, 1995 By: /s/ David A. Jenkins David A. Jenkins Vice President and Secretary EX-99 3 99.D DIRECTORS AND OFFICERS 14 EXHIBIT 99.D CERTAIN INFORMATION RELATING TO DIRECTORS AND EXECUTIVE OFFICERS 1. Directors and Executive Officers of Hoechst AG. ----------------------------------------------- The following table sets forth the name, business address, present principal occupation or employment of each member of the Supervisory Board and the Board of Management (substantially the same as directors and executive officers) of Hoechst AG. All of the members of the Supervisory Board and the Board of Management are citizens of Germany except for Messrs. Furgler, Hussain, and Drew who are citizens of Switzerland, Kuwait and the United States, respectively. Unless otherwise indicated, the business address of each of the individuals named below is Hoechst AG, 65926 Frankfurt Main, Germany, and each occupation set forth opposite the individual's name refers to employment with Hoechst AG. Name and Business Address Principal Present Occupation - ------------------------- ---------------------------- SUPERVISORY BOARD Erhard Bouillon Chairman of the Supervisory Board Willi Esser Mechanic; Member of the Central Works Council of Hoechst AG Dr. -Ing. E.h. Member of the Supervisory Board Werner H. Dieter Mannesmann AG Postfach 10 36 41 40027 Dusseldorf Germany Dietrich-Kurt Frowein Member of the Board of Management of Commerzbank AG Commerzbank AG Postfach 10 05 05 60005 Frankfurt am Main Germany Dr. iur. Dr. h.c. mult. Member of the Supervisory Board Kurt Furgler DoufourstraBe 34 Scoitzerland CH-9000 St. Gallen Switzerland Prof. Dr. rer. nat. Member of the Supervisory Board Dr. -Ing. E.h. Heinz Harnisch Jugen Hilger Member of the Central Works Council of Hoechst AG Dr. rer. nat. Graduate Chemist; Chairman of Ingolf Hornke the Senior Executives' Committee of Hoechst AG 15 Hani Abdul-Aziz Hussain Managing Director - Marketing Petrochemical Kuwait Petroleum Corp. Industries Co. (K.S.C.), Kuwait P.O. Box 26565 Safat -- Kuwait Hermann-Heinz Konrad Graduate Engineer; Deputy Chairman of the Senior Executives' Committee of Hoechst AG Rainer Kumlehn Electrician; Regional Head of the IG Chemie- IG Chemie-Papier Papier-Keramik Hessen Keramik Hessen Wilhelm-Lerner-StraBe 69-7 60329 Frankfurt am Main Germany Prof. Dr. rer. nat. University of Konstanz; Biology Department Dr. rer. nat. h.c. Hubert Markl HollanderstraBe 22 78465 Konstanz Germany Juergen Sarrazin Chairman of the Board of Managing Directors Dresdner Bank AG of Dresdner Bank AG Jergen-Ponto Platz D-60301 frankfurt am Main Germany Egon Schaefer Electrician; Deputy Chairman of IG Chemie- IG Chemie-Papier-Keramik Papier-Keramik Postfach 30 30030 Hannover Germany Dr. jur. Chairman of the Board of Management of Hans-Juergen Schinzler Muenchener Ruckversicherungs-Gesellschaft Muenchener Ruckversicherungs-Gesellschaft 80791 Munchen Germany Konrad Starnecker Skilled Chemical Plant Operative; Member of Furstbert 1 the Central Works Council of Hoechst AG 84556 Kastl, Kr. Altotting Germany Wolfgang Vetter Fitter; Member of the Central Germany Works LinkstraBe 1 Council of Works Council of Hoechst AG 65933 Frankfurt am Main Kurt F. Viermetz Vice Chairman of J.P. Morgan & Co. Inc. J.P. Morgan & Co. Inc. 60 Wall Street New York, New York 10260-0060 16 Arnold Weber Chairman of the Central Works Council of Rauenthaler 31 Hoechst AG 60529 Frankfurt am Main Germany Adam Wegehingel Member of the Central Works Council of Hoechst AG Hoechst AG Werk Gersthofen Adolph von Baeyer Str. 3 866369 Gersthofen Germany BOARD OF MANAGEMENT Juergen Dormann Chairman of the Board of Management Dr. Ernest H. Drew, Ph.D. Member of the Board of Management; Chemicals, Specialty Chemicals, Technical Polymers Divisions Prof. Dr. rer. nat. Member of the Board of Management; Utz-Hellmuth Felcht Director of Personnel; Research; Herberts, SGL Carbon, Hoechst CeramTec Dr. jur. Martin Fruehauf Member of the Board of Management; Finance and Accounts, Legal Matters, Patents, Taxes, Insurance Dr. rer. pol. Deputy Chairman of the Board of Management; Guenter Metz Fibres and Fibre Intermediates, Plastics and Films Divisions; the Americas Dipl. -Kfm. Member of the Board of Management; Justus Mische Europe, Africa; Materials Management Dr. rer. nat. Member of the Board of Management; Karl-Gerhard Seifert Pharmaceutical and Diagnostics Divisions; Schwarzkopf Dr. -Ing. Member of the Board of Management; Messer Ernst Schadow Griesheim, Uhde; Engineering and Environmental Protection; Hoechst Site Dipl.-Ing. Member of the Board of Management; Asia; Horst Waesche AgrEvo; Hoechst Veterinar; Informatics and Communication 2. Directors and Executive Officers of Hoechst Corporation. -------------------------------------------------------- The following table sets forth the name and present principal occupation or employment of each director and executive officer of Hoechst Corporation. All such directors and officers are citizens of the United States, except Messrs. Engels, Felcht, Fruehauf, Metz, Schmieder, Seifert and Warning who are citizens of Germany. The business address of Messrs. Benz, Engels, Kennedy, Harris, Schmieder and Warning is Hoechst Celanese Corporation ("HCC"), Route 202-206, P.O. Box 2500, Somerville, New Jersey 08876-1258, and the business address of Messrs. Drew, Felcht, Fruehauf, Metz and Seifert is Hoechst AG, 65926 Frankfurt Main, Germany. 17 Name/Position with Parent Principal Present Occupation - ------------------------- ---------------------------- Harry R. Benz Senior Vice President - Finance, Director, Secretary and Chief Financial Officer and Director - HCC Treasurer Dr. Ernest H. Drew, Ph.D. See "Directors and Executive Officers of Director Hoechst AG" Karl G. Engels President, Chief Executive Officer and Director Director - HCC Prof. Dr. rer. nat. Utz- See "Directors and Executive Officers of Hellmuth Felcht Hoechst AG" Director Dr. jur. Martin Fruehauf See "Directors and Executive Officers of Director Hoechst AG" Thomas F. Kennedy Executive Vice President and Director - HCC Director William B. Harris Senior Vice President and Director - HCC Director Dr. rer. pol. See "Directors and Executive Officers of Guenter Metz Hoechst AG" Chairman of the Board and President Dr. Klaus Schmieder Vice President and Treasurer - HCC Assistant Treasurer Dr. rer. nat. Karl-Gerhard See "Directors and Executive Officers of Seifert Hoechst AG" Director Dr. Klaus Warning Vice President and Director - HCC Director 3. Directors and Executive Officers of H Pharma Acquisition Corp. -------------------------------------------------------- The following table sets forth the name and present principal occupation or employment of each director and executive officer of H Pharma Acquisition Corp. All such directors and officers are citizens of the United States, except Mr. Schmieder who is a citizen of Germany. The business address of each of the individuals named below is Route 202-206, P.O. Box 2500, Somerville, New Jersey 08876-1258. Name/Position with Acquisition Principal Present Occupation - ------------------------------ ---------------------------- Harry R. Benz See "Directors and Executive Officers of Director and President Hoechst Corporation" 18 David A. Jenkins Vice President, General Counsel and Director, Vice President and Director - HCC Secretary Dr. Klaus Schmieder See "Directors and Executive Officers of Vice President and Treasurer Hoechst Corporation" Karen J. Weiner Vice President and General Counsel, Life Vice President and Assistant Sciences Group - HCC Secretary -----END PRIVACY-ENHANCED MESSAGE-----