-----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, GMtReODV3ztF4sDexhcDUxTjqQpmYu8g7dgJ0dfN5PFNCIADnav8eGk87cw2PowA jrksjjv4OtFLbcj2NjyZTw== 0000062391-96-000006.txt : 19960325 0000062391-96-000006.hdr.sgml : 19960325 ACCESSION NUMBER: 0000062391-96-000006 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960322 SROS: NONE GROUP MEMBERS: HOECHST CORPORATION GROUP MEMBERS: HOECHST MARION ROUSSEL INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LYNX THERAPEUTICS INC CENTRAL INDEX KEY: 0000913275 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 943161073 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-45671 FILM NUMBER: 96537461 BUSINESS ADDRESS: STREET 1: 3832 BAY CENTER PLACE CITY: HAYWARD STATE: CA ZIP: 94545 BUSINESS PHONE: 5106709300 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOECHST MARION ROUSSEL INC CENTRAL INDEX KEY: 0000062391 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 440565557 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 9300 WARD PKWY STREET 2: P O BOX 8480 CITY: KANSAS CITY STATE: MO ZIP: 64114 BUSINESS PHONE: 8169664000 MAIL ADDRESS: STREET 1: PO BOX 8480 CITY: KANSAS CITY STATE: MO ZIP: 64114 FORMER COMPANY: FORMER CONFORMED NAME: MARION MERRELL DOW INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MARION LABORATORIES INC DATE OF NAME CHANGE: 19891218 SC 13D 1 LYNX THERAPEUTICS 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 LYNX THERAPEUTICS, INC. ---------------------------- (Name of Issuer) Common Stock par value $.001 per share - --------------------------------------------------------------------------- (Title of Class of Securities) 551812 30 8 ----------------- (CUSIP Number) William K. Hoskins, Esq. Harry R. Benz General Counsel Hoechst Corporation Hoechst Marion Roussel, Inc. Route 202-206 10236 Marion Park Drive P.O. Box 2500 Kansas City, Missouri 64137-1405 Somerville, NJ 08876-1258 (816) 966-4000 (517) 636-1000 - --------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 2, 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 16 Exhibit Index is at Page 10 2 CUSIP No. 551812 30 8 ___________________________________________________________________________ 1) Name of Reporting Person and its Hoechst Marion Roussel, 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 400,000* Number of ____________________________________________________________ Shares Beneficially 8) Shared Voting Power 0 Owned by ____________________________________________________________ Each Reporting 9) Sole Dispositive Power 400,000* Person With ____________________________________________________________ 10) Shared Dispositive Power 0 ___________________________________________________________________________ 11) Aggregate Amount Beneficially Owned 400,000* by Each Reporting Person ___________________________________________________________________________ 12) Check Box If the Aggregate Amount [ ] in Row (11) Excludes Certain Shares ___________________________________________________________________________ 13) Percent of Class Represented 14.6% by Amount in Row (11) ___________________________________________________________________________ 14) Type of Reporting Person CO ___________________________________________________________________________ * Does not include an undetermined number of shares the reporting person is obligated to purchase upon the happening of a future event - see Item 3. 3 CUSIP No. 551812 30 8 ___________________________________________________________________________ 1) Name of Reporting Person and its Hoechst Corporation I.R.S. Identification Number 22-1862783 ___________________________________________________________________________ 2) Check the Appropriate Box if (a)[ ] a Member of a Group (b)[ X ] ___________________________________________________________________________ 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 400,000* Number of ____________________________________________________________ Shares Beneficially 8) Shared Voting Power 0 Owned by ____________________________________________________________ Each Reporting 9) Sole Dispositive Power 400,000* Person With ____________________________________________________________ 10) Shared Dispositive Power 0 ___________________________________________________________________________ 11) Aggregate Amount Beneficially Owned 400,000* by Each Reporting Person ___________________________________________________________________________ 12) Check Box If the Aggregate Amount [ ] in Row (11) Excludes Certain Shares ___________________________________________________________________________ 13) Percent of Class Represented 14.6% by Amount in Row (11) ___________________________________________________________________________ 14) Type of Reporting Person CO ___________________________________________________________________________ * Does not include an undetermined number of shares the reporting person is obligated to purchase upon the happening of a future event - see Item 3. 4 ITEM 1. SECURITY AND ISSUER. - ------- -------------------- The securities to which this Schedule relates are shares of common stock, par value $0.001 per share ("Common Stock"), of Lynx Therapeutics, Inc., a Delaware corporation (the "Issuer"). All references herein to numbers of shares of Common Stock reflect a one-for-ten reverse stock split effective February 5, 1996. The Issuer's principal executive offices are at 3832 Bay Center Place, Hayward, CA 94545. ITEM 2. IDENTITY AND BACKGROUND. - ------- ------------------------ (a) - (c), (f) This Schedule is filed on behalf of Hoechst Marion Roussel, Inc., a Delaware corporation ("HMRI"), with a principal place of business and principal office located at 10236 Marion Park Drive, Kansas City, Missouri 64137-1405. The principal business of HMRI is the discovery, development, manufacturing, marketing, and sale of pharmaceuti- cal compounds for the treatment of human diseases. Information as to the executive officers and directors of HMRI is set forth in Exhibit 99.E hereto. This Schedule also is filed on behalf of Hoechst Corporation, a Delaware corporation ("HCorp"), and wholly owned subsidiary of Hoechst Aktiengesellschaft, a German corporation ("Hoechst AG"). HCorp is a holding company for most of the U.S. operations of Hoechst AG, a multinational pharmaceutical and chemical company headquartered in Frankfurt, Germany. The principal place of business and principal office of HCorp is Route 202-206, Somerville, New Jersey 08876-1258. Information as to the executive officers and directors of HCorp and Hoechst AG is set forth in Exhibit 99.F hereto. HCorp beneficially owns 98.2% of the outstanding common stock of HMRI and is filing this Schedule solely with respect to its potential deemed indirect ownership of HMRI's holdings of the securities. (d) - (e) During the last five years, neither HMRI, HCorp, nor, to their knowledge, any of the persons listed in Exhibits 99.E and 99.F hereto, has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). During the last five years, neither HMRI nor HCorp nor, to their knowledge, any of the persons listed in Exhibits 99.E and 99.F 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. - ------- -------------------------------------------------- HMRI and the Issuer have entered into a Series D Convertible Preferred Stock Purchase Agreement dated October 2, 1995 (the "Stock Purchase Agreement") providing for the purchase by HMRI of 400,000 shares of Series D Convertible Preferred Stock (the "Shares") for $5,000,000 and the subsequent purchase by HMRI of additional shares of the Issuer's preferred stock or Common Stock for an aggregate purchase price of $10,000,000 (the "Additional Shares") upon achievement by the Issuer of a Practical Application Milestone defined in the Technology Development and Services 5 Agreement dated October 2, 1995, by and between the Issuer, HMRI, and Hoechst AG (the "Technology Agreement"). The source of funds for the purchase price of $5,000,000 for the Shares is, and of $10,000,000 for the Additional Shares is expected to be, the working capital of HMRI. None of such funds are expected to be borrowed or otherwise obtained for the purpose of acquiring the Shares or the Additional Shares. ITEM 4. PURPOSE OF TRANSACTION. - ------- ----------------------- The Stock Purchase Agreement provides for the acquisition of the Shares and the Additional Shares by HMRI in connection with a technology development effort described in the Technology Agreement. The Technology Agreement provides for HMRI and Hoechst AG (hereinafter sometimes referred to together as "Hoechst") to provide certain immediate funding for the development of a proprietary technology of the Issuer and certain additional funding when the Issuer demonstrates the technology is ready for practical application (the "Practical Application Milestone"). In return, the Issuer will provide Hoechst with early, preferred access to the Issuer's services applying the technology to biological samples provided by Hoechst. Upon payment of an additional amount, Hoechst will be entitled to receive from the Issuer certain additional services applying the technology for an initial subscription period of at least twelve months. Hoechst will have the right to renew its subsciption for successive one-year periods by paying an additional sum each year. Hoechst also will have the right to purchase from the Issuer certain additional services applying the technology. The descriptions of the Stock Purchase Agreement and the Technology Agreement are qualified in their entirety by reference to such agreements, copies of which are set forth as Exhibits 99.A and 99.B hereto. Neither HMRI, HCorp, nor Hoechst AG currently has any plans or proposals that relate to or would result in the acquisition by any person of additional shares of Common Stock other than the Shares and the Additional Shares (upon achievement of the Practical Application Milestone), or the disposition of any of the Shares or the Additional shares. However, any of such persons may elect to acquire or dispose of securities of the Issuer in the future depending on its evaluation of the Issuer's business, prospects, and financial condition, the market for the Common Stock, other opportunities available to Hoechst, prospects for Hoechst's own businesses, general economic conditions, money and stock market conditions, and other future developments. Except as set forth in this Schedule and as may be contemplated in the Stock Purchase Agreement or the Technology Agreement, neither HMRI, HCorp, nor Hoechst AG 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 approximately 14.6% of the Issuer's Common Stock outstanding at December 31, 1995 on a fully-diluted basis. The Shares and Additional Shares together would represent approximately 25.5% of the Issuer's outstanding Common Stock if the Additional Shares were issued. Except as may be set forth in any subsequent amendment to this Schedule, neither Hoechst AG nor HCorp, nor any executive officer or director of Hoechst AG, HMRI, or HCorp, beneficially owns any of the Shares 6 or any other shares of Common Stock other than through their beneficial ownership, if any, of stock of Hoechst AG, HCorp, or HMRI. HCorp, which is a wholly-owned subsidiary of Hoechst AG, beneficially owns more than 98% of the outstanding stock of HMRI. (b) HMRI has sole power to vote and to dispose of the Shares (and, when and if issued, the Additional Shares). Neither Hoechst AG, HCorp, nor any executive officer or director of either HMRI, HCorp, or Hoechst AG has any power to vote or to direct the vote, or to dispose of or to direct the disposition of, the Shares (or, when issued, the Additional Shares) except to the extent that Hoechst AG, HCorp, 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 HMRI, HCorp, or Hoechst AG. (c) None. (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, and an Amended and Restated Investor Rights Agreement dated as of November 1, 1995 (the "Investor Rights Agreement") to which HMRI and the Issuer are parties with purchasers of the Issuer's Series B Convertible Preferred Stock and Series C Convertible Preferred Stock, there are no contracts, arrangements, understandings or relationships between or among HMRI, HCorp, and/or Hoechst AG and any other person with respect to any securities of the Issuer. The Stock Purchase Agreement provides for the purchase from the Issuer by HMRI of 400,000 shares of Series D Convertible Preferred Stock at $12.50 per share and for the subsequent purchase by HMRI of the Additional Shares for $10,000,000. The Additional Shares will consist of either (i) 400,000 shares of preferred stock having terms similar to the Shares for a price of $25.00 per share or, (ii) if the Shares have been converted into Common Stock, the number of additional shares of Common Stock determined by dividing $10,000,000 by the greater of $25.00 per share or the ten-day average closing price for the Common Stock. The shares of Series D Convertible Preferred Stock (the "Series D Stock") comprising the Shares are convertible into Common Stock for the option of the holder, or automatically upon the first to occur of (i) the closing of an underwritten public offering of Common Stock at an aggregate offering price of at least $15,000,000, (ii) the vote or consent of the holders of a majority of the outstanding Series D Stock; or (iii) the conversion into Common Stock of all of the outstanding shares of the Issuer's Series B Convertible Preferred Stock and Series C Convertible Preferred Stock. Initially, the conversion ratio is one share of Series D Stock for one share of Common Stock, with the conversion ratio subject to adjustment upon the happening of certain dilutive events, including combinatons or consolidations of Common Stock, stock dividends, reclassifications,and distributions, and the issuance of additional shares of Common Stock at a price lower than the conversion price of the Series D 7 Stock, excluding Common Stock issued upon conversion of certain of the Issuer's preferred stock or upon exercise of certain options, warrants, or rights. The Investor Rights Agreement provides for the registration for sale to the public of the shares of Common Stock into which the Shares are convertible upon request by HMRI either (i) incidental to a registration of Common Stock on behalf of the Issuer ("Piggyback Rights"), (ii) for an offering of at least 500,000 shares of Common Stock or a lesser number of shares having an anticipated aggregate offering price of at least $10,000,000 ("Demand Rights"), once upon request by HMRI alone plus up to three additional registrations in cooperation with holders of other securities covered by the Investor Rights Agreement, provided that the Demand Rights are not effective until the earlier of October 31, 1996, or three months after the effective date of a registration statement for an underwritten public offering by the Issuer having aggregate proceeds of at least $15,000,000, or (iii) on Form S-3 of the Securities and Exchange Commission for a number of shares having an anticipated aggregate offering price of at least $500,000 ("S-3 Rights"). Demand Rights, Piggyback Rights, and S-3 Rights are subject to numerous conditions. Demand Rights and S-3 Rights terminate on June 1, 2006. The Investor Rights Agreement also provides that each of the shareholder parties thereto, including HMRI, has the right to purchase its Pro Rata Share (as defined therein) of equity securities offered by the Issuer, upon the same terms as other persons to whom such equity securities are offered, subject to exclusions for shares issued pursuant to exercises of stock options, currently exercisable warrants and conversion rights, and in certain other events or transactions. The description of the Investor Rights Agreement is qualified in its entirety by reference to such agreement, a copy of which is set forth as Exhibit 99.C hereto. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. - ------- --------------------------------- Exhibit 99.A Series D Convertible Preferred Stock Purchase Agreement dated October 2, 1995, by and between HMRI and the Issuer. Exhibit 99.B Technology Development and Services Agreement dated October 2, 1995, by and among HMRI, Hoechst AG, and the Issuer. Exhibit 99.C Amended and Restated Investor Rights Agreement dated as of November 1, 1995, by and among the Issuer, HMRI, and the purchasers of the Issuer's Series B Convertible Preferred Stock and Series C Convertible Preferred Stock Exhibit 99.D Agreement to File Jointly dated March 21, 1996, by and between HMRI and HCorp. Exhibit 99.E Information concerning directors and officers of HMRI. Exhibit 99.F Information concerning directors and executive officers of HCorp and Hoechst AG. 8 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 MARION ROUSSEL, INC. Date: March 21, 1996 By: /s/ William K. Hoskins William K. Hoskins Vice President, General Counsel, and Corporate Secretary 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. HOECHST CORPORATION Date: March 21, 1996 By: /s/ David A. Jenkins David A. Jenkins Vice President, General Counsel and Secretary 10 EXHIBIT INDEX Exhibit No. Description Page No. - ----------- ------------ --------- 99.A Series D Convertible Preferred Stock Purchase Agreement dated as of October 2, 1995, by and between HMRI and the Issuer (to be filed by amendment) 99.B Technology Development and Services Agreement dated as of October 2, 1995, by and among Hoechst AG, HMRI, and the Issuer (to be filed by amendment) 99.C Amended and Restated Investor Rights Agreement dated as of November 1, 1995, by and among the Issuer, HMRI, and the purchasers of the Issuer's Series B Convertible Preferred Stock and Series C Convertible Preferred Stock (to be filed by amendment) 99.D Agreement to File Jointly by and between HMRI 11 and HCorp dated March 21, 1996 99.E Information concerning directors and officers 12 of HMRI 99.F Information concerning directors and executive 13 officers of HCorp and Hoechst AG. EX-99 2 99.D AGMT TO FILE JOINTLY 11 EXHIBIT 99.D AGREEMENT TO FILE JOINTLY We, the undersigned, hereby express our agreement that the attached Schedule 13D is filed on behalf of each of us. HOECHST CORPORATION Date: March 21, 1996 By: /s/ David A Jenkins David A. Jenkins Vice President, General Counsel and Secretary HOECHST MARION ROUSSEL, INC. Date: March 21, 1996 By: /s/ William K. Hoskins Vice President, General Counsel, and Corporate Secretary EX-99 3 99.E DIRECTORS AND OFFICERS OF HMRI 12 Exhibit 99.E Directors and Officers of Hoechst Marion Roussel, Inc. The following sets forth the name, title, business address, and present principal occupation of each of the directors and executive officers of HMRI as of January 1, 1996. All are citizens of the United States unless otherwise indicated in parentheses under his or her name. Name Title Address - ---- ----- ------- Fred W. Lyons, Jr. Chairman of the Board 10236 Marion Park Drive and Director Kansas City, MO 64137 Peter W. Ladell President and Chief 10236 Marion Park Drive (Canada) Executive Officer Kansas City, MO 64137 and Director Alban W. Schuele Vice President, Chief 10236 Marion Park Drive Financial Officer and Kansas City, MO 64137 Treasurer and Director Richard J. Markham Deputy Head of the 10236 Marion Park Drive Pharmaceutical Division Kansas City, MO 64137 of Hoechst AG and Director of HMRI Jean-Pierre Godard Head of the Pharma- Hoechst AG (France) ceuticals Division of 65926 Frankfurt Main Hoechst AG and President Germany of the Board of Roussel Uclaf; Director of HMRI Karl-Gerhard Seifert, Member of the Board of Hoechst AG Ph.D. (Germany) Management; Pharmaceuti- 65926 Frankfurt Main cal and Diagnostics Germany Divisions; Schwarzkopf of Hoechst AG and Director of HMRI James P. Mitchum Vice President, Finance 10236 Marion Park Drive and Administration, Kansas City, MO 64137 and Controller Tommy R. White Vice President, Human 10236 Marion Park Drive Resources and Corporate Kansas City, MO 64137 Relations Kirk R. Schueler Vice President, U. S. 10236 Marion Park Drive Commercial Director Kansas City, MO 64137 Charles A. Portwood Vice President, 10236 Marion Park Drive Operations Kansas City, MO 64137 William K. Hoskins Vice President, 10236 Marion Park Drive General Counsel and Kansas City, MO 64137 Corporate Secretary EX-99 4 99.F DIRECTORS AND OFFICERS OF HOECHST AG & CORP. 13 EXHIBIT 99.F 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 14 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 15 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. 16 Name/Position with Parent Principal Present Occupation - ------------------------- ---------------------------- Harry R. Benz Senior Vice President - Finance, Senior Vice President - Chief Financial Officer and Director - HCC Finance and Chief Financial Officer and Director Dr. Ernest H. Drew, Ph.D. See "Directors and Executive Officers of Director Hoechst AG" 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" William B. Harris Senior Vice President and Director - HCC Director David A. Jenkins Vice President and General Counsel and Vice President, General Director - HCC Counsel and Secretary Thomas F. Kennedy President and Chief Executive Officer and Director Director - HCC Dr. rer. pol. See "Directors and Executive Officers of Guenter Metz Hoechst AG" Chairman of the Board, Chief Operating Officer and President Perry W. Premdas Vice President and Treasurer - HCC Vice President and Treasurer Dr. Klaus J. Schmieder Vice President - HCC Vice President Alban W. Schuele See "Directors and Officers of Hoechst Marion Vice President Roussel, Inc." Dr. rer. nat. Karl-Gerhard See "Directors and Executive Officers of Seifert Hoechst AG" Director Raymond W. Smedley Vice President and Controller - HCC Vice President and Controller Dr. Klaus Warning Vice President and Director - HCC Director -----END PRIVACY-ENHANCED MESSAGE-----