-----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, WPjajqajKOFwQHJH0JYz776qtbBCxYV1ABWAamiD5zgN4wJwlK/lxxPA6e3eavc7 qpbAksD02Xt70zScZ3FA6A== 0000914760-01-000005.txt : 20010125 0000914760-01-000005.hdr.sgml : 20010125 ACCESSION NUMBER: 0000914760-01-000005 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010124 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TREGA BIOSCIENCES INC CENTRAL INDEX KEY: 0000887920 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 510336233 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-45713 FILM NUMBER: 1514221 BUSINESS ADDRESS: STREET 1: 9880 CAMPUS POINT DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6194106500 MAIL ADDRESS: STREET 1: 9880 CAMPUS POINT DRIVE CITY: SANSAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: HOUGHTEN PHARMACEUTICALS INC DATE OF NAME CHANGE: 19960215 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LION BIOSCIENCE AG CENTRAL INDEX KEY: 0001106774 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: WALDHOFER STRASSE 98 STREET 2: D-69123 HEIDELBERG GERMANY MAIL ADDRESS: STREET 1: WALDHOFER STRASSE 98 STREET 2: D-69123 HEIDELBERG GERMANY SC 13D 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 TREGA BIOSCIENCES, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 PER SHARE - -------------------------------------------------------------------------------- (Title of Class of Securities) 894699107 - -------------------------------------------------------------------------------- (CUSIP Number) with a copy to: Sven O. Riethmueller, Esq. Bernard S. Kramer, Esq. Lion bioscience Inc. McDermott, Will & Emery 141 Portland Street, 10th Floor 227 West Monroe Cambridge, MA 02139 Chicago, Illinois 60606 Tel. No.: (617) 245-5424 Tel. (312) 372-2000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) DECEMBER 27, 2000 - -------------------------------------------------------------------------------- (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 statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: [ ] *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the act (however, see the Notes). SCHEDULE 13D CUSIP No. 894699107 ------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON LION BIOSCIENCE AKTIENGESELLSCHAFT, FRIEDRICH VON BOHLEN UND HALBACH AND KLAUS J. SPROCKAMP(1) I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) N/A - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION GERMANY - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES -0- BENEFICIALLY --------------------------------------------------- OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON 3,873,825, ALL OF WHICH ARE SUBJECT TO THE RESTRICTIONS SET FORTH IN THAT CERTAIN STOCKHOLDERS AGREEMENT DATED DECEMBER 27, 2000, WHICH IS FILED AS EXHIBIT 2.2 TO THIS SCHEDULE 13D.* WITH --------------------------------------------------- 9 SOLE DISPOSITIVE POWER -0- --------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,873,825 SHARES OF COMMON STOCK(2*) - -------- 1 Messrs. von Bohlen und Halbach, Chairman, Chief Executive Officer and member of the management board of LION, and Sprockamp, Chief Operating Officer, Chief Financial Officer and member of the management board of LION, are named as proxies in that certain Stockholders Agreement (the "Stockholders Agreement") as described in Item 4 and 5 of this Schedule 13D, a copy of which is filed as Exhibit 2.2 to this Schedule 13D. * Does not include options to purchase an aggregate of 1,708,936 shares of Trega stock, which options are exercisable within 60 days of December 27, 2000, held by the persons who have entered into the Stockholders Agreement with LION and as set forth in the Stockholders Agreement executed irrevocable proxies in favor of LION and Messrs. von Bohlen und Halbach and Sprockamp. - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.6%2* - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON LION - CO DR. FRIEDRICH VON BOHLEN UND HALBACH - IN KLAUS J. SPROCKAMP - IN - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 Based on the number of Trega common shares outstanding on November 30, 2000 as represented by Trega in the Merger Agreement (the "Merger Agreement"), a copy of which is filed as Exhibit 2.1 to this Schedule 13D. SCHEDULE 13D ITEM 1. SECURITY AND ISSUER This statement relates to shares of Common Stock, par value $0.001 per share (the "Common Stock") of Trega Biosciences, Inc., a Delaware corporation ("Trega" or the "Issuer"), having its principal executive offices at 9880 Campus Point Drive, San Diego, CA 92121. ITEM 2. IDENTITY AND BACKGROUND (a), (b) & (c) This statement is filed by (i) LION bioscience Aktiengesellschaft, a German stock corporation duly incorporated under German law and registered in the commercial register Heidelberg under HRB 5706 ("LION" or the "Reporting Person"), (ii) Dr. Friedrich von Bohlen und Halbach, a German citizen and (iii) Klaus J. Sprockamp, a German citizen. The business address of LION and Messrs. von Bohlen und Halbach and Sprockamp is Waldhofer Strasse 98, D-69123 Heidelberg, Germany. LION is engaged in the business of enterprise-wide R&D data analysis and information management systems and solutions for the life sciences and, particularly, the healthcare industry. The overall integration system is i-biology. i-biology solutions are offered to partners and form the basis for LION's internal IT-driven drug discovery efforts on nuclear receptors. Dr. Friedrich von Bohlen und Halbach is Chairman, Chief Executive Officer and a member of the management board of LION. Klaus J. Sprockamp is Chief Operating Officer, Chief Financial Officer and a member of the management board of LION. (d) & (e) The attached Schedule A is a list of the senior management and the members of the supervisory and management boards of LION (including Messrs. von Bohlen und Halbach and Sprockamp). The schedule contains the following information with respect to each such person: (i) name; (ii) business address; (iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and (iv) citizenship. During the last five years, neither LION, Dr. von Bohlen und Halbach nor Mr. Sprockamp, nor to the knowledge of LION and Messrs. von Bohlen und Halbach and Sprockamp, has any person named on Schedule A (including Messrs. von Bohlen und Halbach and Sprockamp) to this Schedule 13D been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body resulting in 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 violations with respect to such laws. (f) LION is a German stock corporation duly incorporated under German law and registered in the commercial register Heidelberg under HRB 5706. Messrs. von Bohlen und Halbach and Sprockamp are German citizens. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION To facilitate the consummation of the Merger (as defined in Item 4 of this Schedule13D), certain stockholders of Trega have entered into that certain Stockholders Agreement with LION (containing irrevocable proxies in favor of LION and each of Messrs. von Bohlen und Halbach and Sprockamp, in their respective capacities as officers of LION, and any individual who shall thereafter succeed any such officer of LION, and any other designee of LION) as described in Item 4 and Item 5 of this Schedule 13D. ITEM 4. PURPOSE OF TRANSACTION (a) - (b) Pursuant to an Agreement and Plan of Merger, dated as of December 27, 2000 (the "Merger Agreement") by and between LION and Trega, and subject to the conditions set forth therein (including, but not limited to, the approval of the transaction by the Trega stockholders) a third party exchange agent, acting on behalf of, and at the direction of, both LION and Trega, will form a corporation under Delaware law to serve as the merger vehicle (the "Merger Sub"). The only purpose of the merger vehicle will be to participate in this merger. The exchange agent will initially hold all outstanding shares of common stock in the merger vehicle. All outstanding shares of Trega common stock (including shares of Trega Common Stock deemed issued upon exercise of Trega stock options, in accordance with Section 2.5 of the Merger Agreement) will be converted into a right to receive LION American Depository Shares (ADSs) at an exchange ratio specified in the merger agreement plus any cash in lieu of any fractional LION ADSs as set forth in the Merger Agreement. Trega will then be merged with and into the merger vehicle, and Trega will be the surviving corporation from the merger. The exchange agent will contribute all outstanding shares of stock in the surviving corporation to LION in consideration for LION ADSs to be issued in accordance with the exchange ratio. The exchange agent will then distribute these LION ADSs to the former Trega shareholders. As a result of this merger (the "Merger"), Trega will become a wholly owned subsidiary of LION. Concurrently with and as a condition to the execution and delivery of the Merger Agreement, LION and the persons named on Schedule B to this Schedule 13D entered into a Stockholders Agreement and the persons named on Schedule B to this Schedule 13D executed and delivered irrevocable proxies in favor of LION and each of Messrs. Friedrich von Bohlen und Halbach and Klaus J. Sprockamp, in their respective capacities as officers of LION, and any individual who shall thereafter succeed any such officer of LION, and any other designee of LION. The description contained in this Item 4 of the transactions contemplated by the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is incorporated by reference in this Schedule 13D - - see Exhibit 2.1. (c) n/a (d) Upon consummation of the Merger, the directors of Merger Sub shall become the directors of Trega. The officers of Trega shall remain the officers of Trega following the merger until their successors have been duly elected or appointed. (e) Except as set forth in Section 5.1 of the Merger Agreement, Trega is prohibited under the Merger Agreement from issuing, reissuing, selling or pledging, or authorizing the issuance, reissuance, sale or pledge of (x) additional shares of capital stock or other equity securities of any class, or securities convertible into capital stock or other equity securities or any rights, warrants or options to acquire any such convertible securities or capital stock or other equity securities, or (y) any other securities in respect of, in lieu of, or in substitution for, Trega Common Stock outstanding on the date of the Merger Agreement. Upon consummation of the Merger, Trega will become a wholly-owned subsidiary of LION, and will cease to be a reporting company under the Exchange Act. (f) Upon consummation of the Merger, Trega will become a wholly-owned subsidiary of LION. (g) The Merger Agreement contains a number of provisions limiting the ability of Trega to become acquired by, or to pursue the acquisition of Trega by, any persons other than LION during the pendency of the Merger Agreement. (h) Upon consummation of the Merger, the Trega Common Stock will cease to be quoted on any quotation system or exchange. (i) Upon consummation of the Merger, the Trega Common Stock will become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act. (j) Other than as described above, LION currently has no plan or proposal which relates to, or may result in, any of the matters listed in Items 4(a) - (i) of this Schedule 13D (although LION reserves the right to develop such plans or proposals). ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) - (b) As a result of the Stockholders Agreement and the irrevocable proxies as set forth in the Stockholders Agreement, at any time before the earlier of the date upon which the Merger Agreement is terminated pursuant to Section 7.1 thereof or the date upon which the Merger is consummated, LION has the power to vote an aggregate of 3,873,825 shares of Trega Common Stock for the limited purpose of voting in favor of the approval and adoption of, and against any action or agreement that would compete, impede or interfere with the approval and adoption of, the Merger Agreement, the Merger and action required in furtherance thereof. The stockholders of Trega who are parties to the Stockholders Agreement retained the right to vote their shares of Trega Common Stock on all matters other than those identified in the Stockholders Agreement. The shares covered by the Stockholders Agreement constitute approximately 16.7% of the issued and outstanding shares of Trega Common Stock as of November 30, 2000. In addition, the persons who have signed the Stockholders Agreement hold an aggregate of 1,708,936 options that are exercisable within 60 days of December 27, 2000, and the Stockholders Agreement and irrevocable proxies contained therein apply to any additional shares of Trega Common Stock acquired by any of the foregoing persons, including pursuant to the exercise of any of the foregoing options. The description contained in Item 4 and this Item 5 of the transactions contemplated by the Stockholders Agreement is qualified in its entirety by reference to the full text of the Stockholders Agreement. To the knowledge of LION and Messrs. von Bohlen und Halbach and Sprockamp, no shares of Trega Common Stock are beneficially owned by any of the persons named in Schedule A to this Schedule 13D, except for such beneficial ownership, if any, arising solely from the Stockholders Agreement. Set forth in Schedule B to this Schedule 13D is the name of each person with whom LION and Messrs. von Bohlen und Halbach and Sprockamp share the power to vote or to direct the vote of Trega Common Stock in the manner described above. Set forth in Schedule C to this Schedule 13D is the name and present principal occupation or employment of each Trega stockholder who is an individual and with whom LION and Messrs. von Bohlen und Halbach and Sprockamp share the power to vote or to direct the vote of Trega Common Stock in the manner described above. Also set forth in Schedule C to this Schedule 13D is the name, state of organization, principal business and address of each other Trega stockholder with whom LION and Messrs. von Bohlen und Halbach and Sprockamp share the power to vote or to direct the vote of Trega Common Stock in the manner described above. During the past five years, to the knowledge of LION and Messrs. von Bohlen und Halbach and Sprockamp, no person named in Schedule C has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the past five years, to the knowledge of LION and Messrs. von Bohlen und Halbach and Sprockamp, no person named in Schedule C to this Schedule 13D 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 activity subject to federal or state securities laws or finding any violation with respect to such laws. To the knowledge of LION and Messrs. von Bohlen und Halbach and Sprockamp, all persons named in Schedule C to this Schedule 13D, with the exception of Michael Grey, who is a citizen of the United Kingdom, are citizens of the United States. (c) Neither LION, Dr. von Bohlen und Halbach, nor Mr. Sprockamp, nor to the knowledge of LION and Messrs. von Bohlen und Halbach and Sprockamp, has any person named in Schedule A to this Schedule 13D effected any transaction in Trega Common Stock during the past 60 days, except as disclosed herein. (d) not applicable. (e) not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Other than as described in Item 4 above, to the knowledge of LION and Messrs. von Bohlen und Halbach and Sprockamp, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such person and any person with respect to any securities of Trega, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS EXHIBIT NO. DESCRIPTION ----------- ----------- 2.1 Agreement and Plan of Merger, dated as of December 27, 2000, by and among LION bioscience Aktiengesellschaft, a German stock corporation duly incorporated under German law and registered in the commercial register Heidelberg under HRB 5706, and Trega Biosciences, Inc., a Delaware corporation, previously filed as Exhibit 99.1 to Trega's Form 8-K filed December 28, 2000, and incorporated herein by reference. 2.2 Stockholders Agreement, dated as of December 28, 2000 between LION bioscience Aktiengesellschaft, a German stock corporation duly incorporated under German law and registered in the commercial register Heidelberg under HRB 5706, and the persons listed on Schedule II to this Schedule 13D, previously filed as Exhibit 99.2 to Trega's Form 8-K filed December 28, 2000, and incorporated herein by reference 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. Dated: January 8, 2001 LION BIOSCIENCE AKTIENGESELLSCHAFT By: /s/ Dr. Friedrich von Bohlen und Halbach ---------------------------------------- Name: Dr. Friedrich von Bohlen und Halbach Title: Chief Executive Officer By: /s/ Klaus J. Sprockamp -------------------------------------- Name:Klaus J. Sprockamp Title: COO and CFO /s/ Dr. Friedrich von Bohlen und Halbach ---------------------------------------- Dr. Friedrich von Bohlen und Halbach /s/ Klaus J. Sprockamp ----------------------------------------- Klaus J. Sprockamp SCHEDULE A LION bioscience Aktiengesellschaft - ---------------------------------- Present Principal Name and Citizenship Business Address Occupation or Employment Citizenship - -------------------- ---------------- ------------------------ ----------- Dr. Thomas Schurrle Lion bioscience AG Attorney-at-law, partner German Chairman, supervisory board Im Neuenheimer Feld 515-517 with the law firm of Norr D-69123 Heidelberg, Germany Stiefenhofer Lutz Lorenzo Giulini Lion bioscience AG Chief Executive Officer of German Vice-Chairman, supervisory board Im Neuenheimer Feld 515-517 Ascend Company D-69123 Heidelberg, Germany Jorn Aldag Lion bioscience AG Chief Financial Officer of German Member, supervisory board Im Neuenheimer Feld 515-517 Evotec Biosystems AG D-69123 Heidelberg, Germany Markus Metyas Lion bioscience AG Chief Financial Officer of German Member, supervisory board Im Neuenheimer Feld 515-517 QS Communications AG D-69123 Heidelberg, Germany Dr. Michael Steiner Lion bioscience AG Senior Vice President of German Member, supervisory board Im Neuenheimer Feld 515-517 Boston Consulting Group D-69123 Heidelberg, Germany GmbH & Partner Dr. h.c. Klaus Tschira Lion bioscience AG Former member of the German Member, supervisory board Im Neuenheimer Feld 515-517 management board and D-69123 Heidelberg, Germany founder of SAP AG Dr. Friedrich von Bohlen und Halbach Lion bioscience AG Chairman, Chief Executive German Member, management board Im Neuenheimer Feld 515-517 Officer; member of D-69123 Heidelberg, Germany management board Klaus J. Sprockamp Lion bioscience AG Chief Operating Officer and German Member, management board Im Neuenheimer Feld 515-517 Chief Financial Officer; D-69123 Heidelberg, Germany member of management board Dr. Jan Mous Lion bioscience AG Chief Scientific Officer; German Member, management board Im Neuenheimer Feld 515-517 member of management board D-69123 Heidelberg, Germany
A-1 SCHEDULE B NUMBER OF PERCENTAGE OF SHARES* OF TREGA OUTSTANDING SHARES COMMON STOCK OF TREGA COMMON STOCK TREGA STOCKHOLDER BENEFICIALLY OWNED AS OF DECEMBER 27, 2000 - ----------------- ------------------ ----------------------- Robert S. Whitehead 0 0 James C. Blair 30,000 .1% Michael G. Grey 23,000 .1% Lawrence D. Muschek 1,000 # Harvey S. Sadow 11,460 # Ronald R. Tuttle 261,258 1.1% Myra N. Williams 0 0 Bruce L.A. Carter 0 0 George Grass 1,398,200 5.9% Gerard A. Willis 0 0 Richard Kaufman 0 0 Edward Yip 0 0 Mark Schwartz 4,996 # Debra Liebert 0 0 John Kiely 5,356 # Alan Hillyard 2,496 # Patrick Sinko 125,000 .5% Domain Partners, II, L.P. 962,724 4.1% Domain Partners, III, L.P. 891,133 3.8% DP III Associates, L.P. 30,936 .1% Domain Associates, L.L.C. 6,966 # One Palmer Square Associates II, III, LP 119,300 .5% - ------------------- * Does not include options to purchase an aggregate of 1,708,936 shares of Trega stock, which options are exercisable within 60 days of December 27, 2000, held by the persons listed on this Schedule B. # Percentage of outstanding shares of Trega Common Stock is less than .1%.
B-1 SCHEDULE C STOCKHOLDERS WHO ARE INDIVIDUALS PRINCIPAL OCCUPATION NAME AND ADDRESS TREGA STOCKHOLDER OR EMPLOYMENT OF EMPLOYER - ----------------- ------------- ----------- Robert S. Whitehead Director of Trega. President & Dura Pharmaceuticals, Inc. Chief Operating Officer of Dura 7475 Lusk Boulevard Pharmaceuticals, Inc. San Diego, CA 92121 James C. Blair Director of Trega. President and Domain Associates General Partner of Domain Associates One Palmer Square Princeton, NJ 08542 Michael G. Grey President, Chief Executive Officer Trega Biosciences, Inc. & Director of Trega 9880 Campus Point Drive San Diego, CA 92121 Lawrence D. Muschek Director of Trega. Retired. 1518 Summit Ave. Cardiff, CA 92007 Harvey S. Sadow Chairman of the Board of Trega. 120-36 Prospect Street Retired. Ridgefield, CT 06877 Ronald R. Tuttle Director of Trega. Retired. 2704 Vista Del Sembrado Escondido, CA 92025 Myra N. Williams Director of Trega. 101 Broadmead Street Information/Technical Consultant Princeton, NJ 08540 Bruce L.A. Carter President & CEO Zymogenetics. Zymogenetics Director of Trega 1201 Eastlake Ave. East Seattle, WA 98102 George Grass Chief Technology Officer of Trega Trega Biosciences, Inc. 9880 Campus Point Drive San Diego, CA 92121 Gerard A. Wills Vice President, Finance & Chief Trega Biosciences, Inc. Financial Officer of Trega 9880 Campus Point Drive San Diego, CA 92121 Richard Kaufman General Counsel/Consultant of Trega Trega Biosciences, Inc. 9880 Campus Point Drive San Diego, CA 92121 Edward Yip Director of Legal Affairs and Trega Biosciences, Inc. Secretary of Trega 9880 Campus Point Drive San Diego, CA 92121 Mark Schwartz Vice President, Commercial Trega Biosciences, Inc. Operations & Chief Commercial 9880 Campus Point Drive Officer of Trega San Diego, CA 92121 Debra Liebert Vice President, Corporate Trega Biosciences, Inc. Development of Trega 9880 Campus Point Drive San Diego, CA 92121 John Kiely Vice President, Trega Biosciences, Inc. Exploratory/Combinatorial Chemistry 9880 Campus Point Drive of Trega San Diego, CA 92121 Alan Hillyard Vice President, Informatics & Chief Trega Biosciences, Inc. Information Officer of Trega 9880 Campus Point Drive San Diego, CA 92121 Patrick Sinko Chief Scientist, Discovery The Rutgers College of Pharmacy Technologist/Consultant of Trega 160 Frelinghuysen Road Piscataway, NJ 08854 OTHER STOCKHOLDERS ADDRESS OF STATE OF PRINCIPAL PRINCIPAL BUSINESS TREGA STOCKHOLDER ORGANIZATION BUSINESS AND PRINCIPAL OFFICE - ----------------- ------------ -------- -------------------- Domain Partners, II, L.P. Delaware Investments One Palmer Square Princeton, NJ 08542 Domain Partners, III, L.P. Delaware Investments One Palmer Square Princeton, NJ 08542 DP III Associates, L.P. Delaware Investments One Palmer Square Princeton, NJ 08542 Domain Associates, L.L.C. Delaware Investments One Palmer Square Princeton, NJ 08542 One Palmer Square Associates II, III, LP Delaware Investments One Palmer Square Princeton, NJ 08542
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