SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [x] Filed by a party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [x] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 Cortech, Inc. (Name of Registrant as Specified In Its Charter) N/A (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [x] No fee required [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: [Cortech Letterhead] August 4, 1998 Dear Cortech Stockholder: You probably have received a proxy statement from Asset Value Fund Limited Partnership soliciting your proxy at the upcoming annual meeting of Cortech. Asset Value is attempting a hostile takeover of Cortech and soliciting your proxy in opposition to Cortech, the members of its Board of Directors (including Bert Fingerhut (Chairman), Edward Finkelstein, Dr. John E. Repine, Dr. Joachim von Roy), and the Board's nominees (including Diarmuid Boran, Chief Operating Officer and Acting Chief Financial Officer and Dr. John C. Cheronis, a founding scientist of the Company). Please reserve your judgment regarding Asset Value's solicitation until you have received the Company's proxy materials. The Board believes that it is important for stockholders to hear both sides before making a decision on the election of directors and the other important matters to be acted upon at the annual meeting. The Cortech Board of Directors is not, with this letter, soliciting your proxy in connection with the upcoming annual meeting. We simply urge you to defer judgment on the upcoming election of directors until you receive all information from the Company. The Company is preparing materials on the background of Asset Value and Paul Koether, who heads the dissident stockholder group that is attempting the hostile takeover. The Company's materials will be mailed to you shortly through the Company's proxy solicitor, D.F. King (1-800-848-3051). We think you will find this information important as you weigh the issues in reaching your decision. We urge you to withhold sending Asset Value's green proxy card until you have reviewed the Company's materials. If you have already sent in Asset Value's green proxy card, the Company's proxy materials will contain instructions on how you can revoke and override the green proxy card. Again, please do not send in Asset Value's green proxy card until you hear the full story. Sincerely, Bert Fingerhut, Chairman of the Board and Acting Chief Executive Officer