- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-K/A
AMENDMENT NO. 2
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994
COMMISSION FILE NO. 0-12798
------------------------
CHIRON CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 94-2754624
(State of Incorporation) (IRS Employer Identification No.)
4560 HORTON STREET
EMERYVILLE, CALIFORNIA 94608
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (510) 655-8730
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.01 PAR VALUE
WARRANTS TO PURCHASE COMMON STOCK, $.01 PAR VALUE
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes __X__ No ____
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.____
The aggregate market value of voting stock held by nonaffiliates of the
Registrant as of March 1, 1995, was $1,058,210,000.
The number of shares outstanding of each of the Registrant's classes of common
stock as of March 1, 1995:
TITLE OF CLASS NUMBER OF SHARES
- -------------------------------------------------------- --------------------------------------------------------
Common Stock, $.01 par value 40,025,293
DOCUMENTS INCORPORATED BY REFERENCE
The Company's Consolidated Financial Statements for the fiscal year ended
December 31, 1994, are incorporated by reference into Parts II and IV of this
Form 10-K Report and are filed as Exhibit 13 to this Form 10-K Report.
Portions of the Proxy Statement for the Annual Meeting of Stockholders to be
held on May 18, 1995, are incorporated by reference into Part III of this
Report.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
This Amendment No. 2 to Form 10-K is being filed by the Registrant to refile
Exhibit 23.1, Consent of KPMG Peat Marwick LLP, Independent Auditors. All other
listed exhibits have previously been filed.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. FINANCIAL STATEMENTS
The Consolidated Financial Statements and Notes to Consolidated
Financial Statements appearing on pages 12-37 of the 1994 Consolidated
Financial Statements, which is included as Exhibit 13 to the Form 10-K
Report and the Reports of Independent Auditors appearing on pages 26 and 27
of the Form 10-K, are incorporated herein by reference.
2. FINANCIAL STATEMENT SCHEDULES
Schedule II -- Valuation and Qualifying Accounts
All other schedules are omitted, since the required information is not
present or is not present in amounts sufficient to require submission of
the schedule, or because the information required is included in the
consolidated financial statements and notes thereto.
(b) REPORTS ON FORM 8-K
Chiron filed a current report on Form 8-K dated November 10, 1994,
reporting under Item 5:
(1) the issuance of a press release announcing that the Company
confirmed that it is in discussions with another company regarding a
potential strategic alliance that would include the other company
acquiring a very substantial minority equity investment in the Company;
and
(2) the issuance of a press release announcing that the Company,
on behalf of its vaccine joint businesses with Ciba, entered into a
letter agreement, subject to Federal Trade Commission approval, with
American Home Products Corporation ("AHP") to purchase AHP's tetanus
and diphtheria vaccine products.
Chiron filed a current report on Form 8-K dated November 20, 1994,
reporting under Item 5 that the Company and Ciba-Geigy Ltd. announced
the signing of definitive agreements to form a strategic biotechnology
collaboration that includes the acquisition by Ciba of a 49.9 percent
interest in the Company.
(c) EXHIBITS
EXHIBIT
NUMBER EXHIBIT
- ---------- --------------------------------------------------------------------------------------------------------
2.01 Agreement and Plan of Merger, made as of February 6, 1987, incorporated by reference to Exhibit 2.01 of
the Registrant's Form 10-Q report for the period ended September 30, 1994
3.01 Restated Certificate of Incorporation of the Registrant, dated August 18, 1987, incorporated by
reference to Exhibit 3.01 of the Registrant's Form 10-K report for fiscal year 1991
3.02 Certificate of Amendment of Restated Certificate of Incorporation of the Registrant, dated December 12,
1991, incorporated by reference to Exhibit 3.01 of the Registrant's Form 10-K report for fiscal year
1991
3.03 Bylaws of the Registrant, as amended
4.01 Indenture, dated as of May 21, 1987, between Cetus Corporation and Bankers Trust Company, Trustee,
incorporated by reference to Exhibit 4.01 of the Registrants Form 10-Q report for the period ended
September 30, 1994
4.02 First Supplemental Indenture, dated as of December 12, 1991, by and among Registrant, Cetus Corporation,
and Bankers Trust Company, incorporated by reference to Exhibit 4.02 of the Registrant's Form 10-K
report for fiscal year 1992
4.03 Indenture, dated as of November 15, 1993, between Registrant and The First National Bank of Boston, as
Trustee, incorporated by reference to Exhibit 4.03 of the Registrant's Form 10-K report for fiscal year
1993
4.04 Rights Agreement, dated as of August 25, 1994, between the Company and Continental Stock Transfer &
Trust Company, which includes the Certificate of Designations for the Series A Junior Participating
Preferred Stock as Exhibit A, the form of Right Certificate as Exhibit B and the Summary of Rights to
Purchase Preferred Shares as Exhibit C, incorporated by reference to Exhibit 4.04 of Registrant's
report on Form 8-K dated August 25, 1994
4.05 Amendment No. 1 to Rights Agreement dated as of November 20, 1994, between Chiron Corporation and
Continental Stock Transfer & Trust Company, incorporated by reference to Exhibit 4.05 of Registrant's
report on Form 8-K, dated November 20, 1994
10.01 Lease between Registrant and BGR Associates, a California limited partnership, dated May 26, 1989,
incorporated by reference to Exhibit 10.01 of the Registrant's Form 10-Q report for the period ended
September 30, 1994
10.02 Lease between Registrant and BGR Associates II, a California limited partnership, dated May 26, 1989,
incorporated by reference to Exhibit 10.02 of the Registrant's Form 10-Q report for the period ended
September 30, 1994
10.03 Office Sublease between Sybase, Inc., a California corporation, and Registrant, dated July 18, 1991,
incorporated by reference to Exhibit 10.03 of the Registrant's Form 10-K report for fiscal year 1992
10.04 Lease between Registrant and Bay Center Associates, a California limited partnership, dated as of June
5, 1987, incorporated by reference to Exhibit 10.33 of Registrant's Form 10-K report for fiscal year
1987
10.05 Amendment to lease between Registrant and Bay Center Associates, a California limited partnership, dated
February 4, 1988, incorporated by reference to Exhibit 10.05 of the Registrant's Form 10-Q report for
the period ended September 30, 1994
10.06 Amendment to lease between Registrant and J S Bay Center Associates, a California limited partnership,
dated December 1, 1994
EXHIBIT
NUMBER EXHIBIT
- ---------- --------------------------------------------------------------------------------------------------------
10.07 Lease between Acorn Development, Inc., a West Virginia corporation, and IntraOptics, Inc., a Delaware
corporation, dated September 12, 1991, incorporated by reference to Exhibit 10.06 of the Registrant's
Form 10-K report for fiscal year 1992
10.08 License Agreement between the Registrant and the Board of Trustees of the Leland Stanford Junior
University, dated December 15, 1981, incorporated by reference to Exhibit 10.07 of the Registrant's
Form 10-Q report for the period ended September 30, 1994
10.09 Joint Venture Agreement by and between Chiron Biocine Corporation, a California corporation, and
CIBA-GEIGY Biocine Corporation, a Delaware corporation, dated April 15, 1987 (with certain confidential
information deleted), incorporated by reference to Exhibit 10.23 of the Registrant's Form 8 filed with
the Commission on February 14, 1992
10.10 Amendment to Biocine Joint Venture Agreement by and between Chiron Biocine Corporation, a California
corporation, and CIBA-GEIGY Biocine Corporation, a Delaware corporation, effective as of January 1,
1992, incorporated by reference to Exhibit 10.63 to Registrant's Form 10-Q report for the period ended
June 30, 1992
10.11 Research and License Agreement by and between Registrant and The Biocine Company, a Delaware
partnership, dated April 15, 1987 (with certain confidential information deleted), incorporated by
reference to Exhibit 10.24 of the Registrant's Form 8 filed with the Commission on February 14,
1992
10.12 License Agreement by and between CIBA-GEIGY Biocine Corporation, a Delaware corporation, and The Biocine
Company, a Delaware partnership, dated April 15, 1987 (with certain confidential information deleted),
incorporated by reference to Exhibit 10.25 of the Registrant's Form 8 filed with the Commission on
February 14, 1992
10.13 License Agreement by and between Chiron Biocine Corporation, a California corporation, and The Biocine
Company, a Delaware partnership, dated April 15, 1987 (with certain confidential information deleted),
incorporated by reference to Exhibit 10.26 of the Registrant's Form 8 filed with the Commission on
February 14, 1992
10.14 Letter Agreement signed by CIBA-GEIGY Corporation, dated April 15, 1987, incorporated by reference to
Exhibit 10.13 of the Registrant's Form 10-Q report for the period ended September 30, 1994
10.15 Agreement between the Registrant and Ortho Diagnostic Systems, Inc., a New Jersey corporation, dated
August 17, 1989, and Amendment to Collaboration Agreement between Ortho Diagnostic Systems, Inc. and
Registrant, dated December 22, 1989 (with certain confidential information deleted), incorporated by
reference to Exhibit 10.14 of the Registrant's Form 10-Q report for the period ended September 30, 1994
10.16 License and Supply Agreement between Ortho Diagnostic Systems, Inc., a New Jersey corporation, the
Registrant and Abbott Laboratories, an Illinois corporation, dated August 17, 1989 (with certain
confidential information deleted), incorporated by reference to Exhibit 10.15 of the Registrant's Form
10-Q report for the quarter ended June 30, 1994
10.17 Chiron 1991 Stock Option Plan, as amended*
10.18 Forms of Option Agreements, Chiron 1991 Stock Option Plan, as amended, incorporated by reference to
Exhibit 10.17 of the Registrant's Form 10-K report for fiscal year 1993*
EXHIBIT
NUMBER EXHIBIT
- ---------- --------------------------------------------------------------------------------------------------------
10.19 Forms of Option Agreements, Cetus Corporation Amended and Restated Common Stock Option Plan,
incorporated by reference to Exhibit 10.33 of Registrant's Form 10-K report for fiscal year 1991*
10.20 Forms of Supplemental Letter concerning the assumption of Cetus Corporation options by Chiron,
incorporated by reference to Exhibit 10.34 of Registrant's Form 10-K report for fiscal year 1991*
10.21 Agreement and Plan of Reorganization dated as of October 11, 1991 by and among the Registrant, Chiron
Ophthalmics, Inc., COI Acquisition Corp., IntraOptics, Inc. and James R. Cook, M.D., incorporated by
reference to Exhibit 28.2 of Registrant's report on Form 8-K dated October 14, 1991
10.22 Indemnification Agreement between the Registrant and Dr. William J. Rutter, dated as of February 12,
1987 (which form of agreement is used for each member of Registrant's Board of Directors), incorporated
by reference to Exhibit 10.21 of the Registrant's Form 10-Q report for the period ended September 30,
1994
10.23 Stock Purchase Agreement by and between the Registrant and Johnson & Johnson Development Corporation, a
corporation organized and existing under the laws of the State of New Jersey, dated as of October 3,
1986, incorporated by reference to Exhibit 10.22 of the Registrant's Form 10-Q report for the period
ended September 30, 1994
10.24 Stock Purchase Agreement between the Registrant and CIBA-GEIGY, Limited, a corporation organized and
existing under the laws of Switzerland, dated November 14, 1988, incorporated by reference to Exhibit
10.23 of the Registrant's Form 10-Q report for the period ended September 30, 1994
10.25 Form of Debenture Purchase Agreement between the Registrant and CIBA-GEIGY, Limited, a corporation
organized and existing under the laws of Switzerland, dated June 22, 1990
10.26 Chiron Corporation 1.90% Convertible Subordinated Note due 2000, Series B, incorporated by reference to
Exhibit 10.25 of the Registrant's Form 10-K report for fiscal year 1993
10.27 Shareholders Agreement, dated as of February 28, 1992, by and among Chiron Corporation, CIBA-GEIGY
Limited and JV VAX B.V., incorporated by reference to Exhibit 10.40 of Registrant's Form 10-K report
for fiscal year 1991
10.28 Investment Agreement dated as of November 20, 1994 among Ciba-Geigy Limited, Ciba-Geigy Corporation,
Ciba Biotech Partnership, Inc. and Chiron Corporation, incorporated by reference to Exhibit 10.54 of
the Registrant's current report on Form 8-K dated November 20, 1994
10.29 Governance Agreement dated as of November 20, 1994 among Ciba-Geigy Limited, Ciba-Geigy Corporation and
Chiron Corporation, incorporated by reference to Exhibit 10.55 of the Registrant's current report on
Form 8-K dated November 20, 1994
10.30 Subscription Agreement dated as of November 20, 1994 among Ciba-Geigy Limited, Ciba-Geigy Corporation,
Ciba Biotech Partnership, Inc. and Chiron Corporation, incorporated by reference to Exhibit 10.56 of
the Registrant's current report on Form 8-K dated November 20, 1994
10.31 Cooperation and Collaboration Agreement dated as of November 20, 1994, between Ciba-Geigy Limited and
Chiron Corporation, incorporated by reference to Exhibit 10.57 of the Registrant's current report on
Form 8-K dated November 20, 1994
EXHIBIT
NUMBER EXHIBIT
- ---------- --------------------------------------------------------------------------------------------------------
10.32 Registration Rights Agreement dated as of November 20, 1994 between Ciba Biotech Partnership, Inc. and
Chiron Corporation, incorporated by reference to Exhibit 10.58 of the Registrant's current report on
Form 8-K dated November 20, 1994
10.33 Market Price Option Agreement dated as of November 20, 1994 among Ciba-Geigy Limited, Ciba-Geigy
Corporation, Ciba Biotech Partnership, Inc. and Chiron Corporation, incorporated by reference to
Exhibit 10.59 of the Registrant's current report on Form 8-K dated November 20, 1994
10.34 Amendment dated as of January 3, 1995 among Ciba-Geigy Limited, Ciba-Geigy Corporation, Ciba Biotech
Partnership, Inc. and Chiron Corporation, incorporated by reference to Exhibit 10.60 of the
Registrant's current report on Form 8-K dated January 4, 1995
10.35 Supplemental Agreement dated as of January 3, 1995 among Ciba-Geigy Limited, Ciba-Geigy Corporation,
Ciba Biotech Partnership, Inc. and Chiron Corporation, incorporated by reference to Exhibit 10.61 of
the Registrant's current report on Form 8-K dated January 4, 1995
10.36 Amendment with Respect to Employee Stock Option Arrangements dated as of January 3, 1995 among
Ciba-Geigy Limited, Ciba-Geigy Corporation, Ciba Biotech Partnership, Inc. and Chiron Corporation,
incorporated by reference to Exhibit 10.62 of the Registrant's current report on Form 8-K dated January
4, 1995*
10.37 Supplemental Benefits Agreement, dated July 21, 1989, between the Registrant and Dr. William J. Rutter,
incorporated by reference to Exhibit 10.27 of the Registrant's Form 10-Q report for the period ended
September 30, 1994*
10.38 Lease dated as of July 1, 1983 between Cetus Corporation and H.B. Chapman, Jr., incorporated by
reference to Exhibit 10.28 of the Registrant's Form 10-Q report for the period ended September 30, 1994
10.39 Amendment to Lease, dated as of March 20, 1990, amending Lease dated as of July 1, 1983, incorporated by
reference to Exhibit 10(b) of Cetus Corporation's Form 10-K report for its fiscal year 1990
10.40 Lease commencing March 1, 1987, between EuroCetus B.V. and the Municipal Land Company of the City of
Amsterdam (Translation), incorporated by reference to Exhibit 10(k) of Cetus Corporation's Form 10-K
report for its fiscal year 1987 (Commission File No. 0-10003)
10.41 Agreement commencing January 1, 1991, between Euro Cetus B.V. and the Municipal Development Corporation
(Translation)
10.42 Form of Option Agreement (with Purchase Agreements attached thereto) between Cetus Corporation and each
former limited partner of Cetus Healthcare Limited Partnership, a California limited partnership,
incorporated by reference to Exhibit 10.31 of the Registrant's Form 10-Q report for the period ended
September 30, 1994
10.43 Form of Option Agreement (with forms of Purchase Agreements attached thereto), dated December 30, 1986,
between Cetus Corporation and each former limited partner of Cetus Healthcare Limited Partnership II, a
California limited partnership, incorporated by reference to Exhibit 10.32 of the Registrant's Form
10-Q report for the period ended September 30, 1994
10.44 Big-O Property Purchase and Leaseback Agreement, dated as of October 31, 1988, between Cetus Corporation
and Richard K. Robbins, incorporated by reference to Exhibit 10.33 of the Registrant's Form 10-Q report
for the period ended September 30, 1994
EXHIBIT
NUMBER EXHIBIT
- ---------- --------------------------------------------------------------------------------------------------------
10.45 Triple Net Lease dated as of January 20, 1989, between Cetus Corporation and BGR Associates III, a
California limited partnership, and Marin County Exchange Corporation, incorporated by reference to
Exhibit 10.34 of the Registrant's Form 10-Q report for the period ended September 30, 1994
10.46 Lease entered into as of November 15, 1993 between Hollis R&D Associates, a California General
Partnership, and Registrant, incorporated by reference to Exhibit 10.35 of the Registrant's Form 10-K
report for fiscal year 1993
10.47 Stock Purchase and Warrant Agreement dated May 9, 1989, between Cetus Corporation and Hoffmann-La Roche
Inc., incorporated by reference to Exhibit 10.36 of the Registrant's Form 10-Q report for the period
ended September 30, 1994
10.48 Letter Agreement, dated as of December 12, 1991, relating to Stock Purchase and Warrant Agreement
between Registrant and Hoffmann-La Roche Inc., incorporated by reference to Exhibit 10.59 of
Registrant's Form 10-K report for fiscal year 1991
10.49 Agreement and Plan of Merger dated as of July 21, 1991, by and among Registrant, Chiron Acquisition
Subsidiary, Inc. and Cetus Corporation, incorporated by reference to Exhibit 28.2 of Registrant's Form
8-K report dated July 22, 1991
10.50 Letter Agreement dated September 26, 1990 between the Registrant and William G. Green, incorporated by
reference to Exhibit 10.41 of the Registrant's Form 10-K report for fiscal year 1992*
10.51 Letter Agreement dated December 18, 1991 between Registrant and Jack Schuler, incorporated by reference
to Exhibit 10.42 of the Registrant's Form 10-K report for fiscal year 1992*
10.52 Letter Agreement dated May 7, 1992 between Registrant and Donald A. Glaser, incorporated by reference to
Exhibit 10.43 of the Registrant's Form 10-K report for fiscal year 1992*
10.53 Letter Agreement dated March 12, 1993 between the Registrant and William G. Gerber, incorporated by
reference to Exhibit 10.46 of the Registrant's Form 10-K report for fiscal year 1992*
10.54 Letter Agreement dated September 9, 1991 between the Registrant and Walter Moos, incorporated by
reference to Exhibit 10.47 of the Registrant's Form 10-K report for fiscal year 1992*
10.55 Letter Agreement between the Registrant and Walter Moos, dated February 1, 1993, incorporated by
reference to Exhibit 10.48 of the Registrant's Form 10-K report for fiscal year 1992*
10.56 Letter Agreement between Registrant and Renato Fuchs, dated May 13, 1993, incorporated by reference to
Exhibit 10.47 of the Registrant's Form 10-K report for fiscal year 1993*
10.57 Letter Agreement between Registrant and David Martin, dated December 2, 1993, incorporated by reference
to Exhibit 10.48 of the Registrant's Form 10-K report for fiscal year 1993*
10.58 Description of Executive Variable Compensation Program*
10.59 Chiron Corporation Executive Bonus Plan*
10.60 Regulatory Filing, Development and Supply Agreement between the Registrant, Cetus Oncology Corporation,
a wholly owned subsidiary of the Registrant, and Schering AG, a German company, dated as of May 10,
1993 (with certain confidential information deleted), incorporated by reference to Exhibit 10.50 of the
Registrant's Form 8-K report dated February 9, 1994
EXHIBIT
NUMBER EXHIBIT
- ---------- --------------------------------------------------------------------------------------------------------
10.61 Letter Agreement dated December 30, 1993 by and between Registrant and Schering AG, a German company
(with certain confidential information deleted), incorporated by reference to Exhibit 10.51 of the
Registrant's Form 10-K report for fiscal year 1993
10.62 Guaranty, dated as of September 29, 1994, made by Registrant, in favor of Bankers Trust Company, as
trustee, incorporated by reference to Exhibit 10.52 of the Registrant's Form 10-Q report for the period
ended September 30, 1994
10.63 Guaranty, dated as of September 29, 1994, made by Cetus Corporation, in favor of The First National Bank
of Boston, as trustee, incorporated by reference to Exhibit 10.53 of the Registrant's Form 10-Q report
for the period ended September 30, 1994
10.64 Letter Agreements dated September 11, 1992, July 15, 1994 and September 14, 1994 between the Registrant
and Lewis T. Williams, incorporated by reference to Exhibit 10.54 of the Registrant's Form 10-Q report
for the period ended September 30, 1994*
10.65 Letter dated January 4, 1995 to C. William Zadel*
10.66 Letter to Dino Dina dated April 24, 1984*
11 Statement of Computation of Earnings per Share
13 Consolidated Financial Statements
21 List of Subsidiaries of the Registrant
23.1 Consent of KPMG Peat Marwick LLP, Independent Auditors.
23.2 Consent of Ernst & Young LLP, Independent Auditors. Reference is made to page 29 of the Form 10-K
report
24 Power of Attorney. Reference is made to pages 24-25 of the Form 10-K report
27 Financial Data Schedule
<FN>
- ------------------------
* Management contract, compensatory plan or arrangement.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 2 to the
Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: December 11, 1995
CHIRON CORPORATION
By EDWARD E. PENHOET
-----------------------------------
Edward E. Penhoet, Ph.D.
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
/
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ----------------------------------- ------------------------- -----------------
EDWARD E. PENHOET
- ----------------------------------- President and Chief December 11, 1995
Edward E. Penhoet, Ph.D. Executive Officer
Senior Vice President,
Finance and
DENNIS L. WINGER* Administration, Chief
- ----------------------------------- Financial Officer, and December 11, 1995
Dennis L. Winger Principal Accounting
Officer
WILLIAM J. RUTTER*
- ----------------------------------- Chairman of the Board of December 11, 1995
William J. Rutter, Ph.D. Directors
GILBERT AMELIO*
- ----------------------------------- Director December 11, 1995
Gilbert Amelio, Ph.D.
LEWIS W. COLEMAN*
- ----------------------------------- Director December 11, 1995
Lewis W. Coleman
PIERRE DOUAZE*
- ----------------------------------- Director December 11, 1995
Pierre Douaze
DONALD A. GLASER*
- ----------------------------------- Director December 11, 1995
Donald A. Glaser, Ph.D.
ALEX KRAUER*
- ----------------------------------- Director December 11, 1995
Alex Krauer, Ph.D.
FRANCOIS L'EPLATTENIER*
- ----------------------------------- Director December 11, 1995
Francois L'Eplattenier, Ph.D.
HENRI SCHRAMEK*
- ----------------------------------- Director December 11, 1995
Henri Schramek, Ph.D.
JACK W. SCHULER*
- ----------------------------------- Director December 11, 1995
Jack W. Schuler
PIETER J. STRIJKERT*
- ----------------------------------- Director December 11, 1995
Pieter J. Strijkert, Ph.D.
* By EDWARD E. PENHOET
- -----------------------------------
Edward E. Penhoet
ATTORNEY-IN-FACT