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                                                                      Exhibit D 

                                [INNOTECH LOGO]
                                                               February 18, 1997
 
Dear Stockholder:
 
     We are pleased to inform you that on February 10, 1997, Innotech, Inc.
entered into an Agreement and Plan of Merger with Johnson & Johnson and INO
Acquisition Corp., a wholly-owned subsidiary of Johnson & Johnson, which
provides for the acquisition of all of the Common Stock of Innotech at a price
of $13.75 per share, payable in cash. Under the terms of the Merger Agreement,
on February 18, 1997, INO Acquisition Corp. commenced a tender offer to purchase
all of the outstanding shares of Innotech's Common Stock not already owned by
Johnson & Johnson, INO Acquisition Corp. or any other subsidiary of Johnson &
Johnson at a cash price of $13.75 per share. The Merger Agreement provides that,
subject to the satisfaction or waiver of certain conditions, the tender offer
will be followed by a merger of INO Acquisition Corp. with and into Innotech, in
which case those shares that are not purchased in the tender offer (other than
shares held in Innotech's treasury, by Johnson & Johnson, INO Acquisition Corp.
or any other subsidiary of Johnson & Johnson, or by stockholders duly exercising
appraisal rights as provided by Delaware law) will be converted into the right
to receive in cash the price paid per share pursuant to the tender offer.
 
     INNOTECH'S BOARD OF DIRECTORS HAS UNANIMOUSLY (I) DETERMINED THAT THE
TENDER OFFER AND THE MERGER ARE FAIR TO, AND IN THE BEST INTERESTS OF,
INNOTECH'S STOCKHOLDERS, (II) APPROVED THE MERGER AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED THEREBY, INCLUDING THE TENDER OFFER AND THE MERGER, AND (III)
RECOMMENDED THAT YOU ACCEPT THE TENDER OFFER AND TENDER YOUR SHARES IN THE
TENDER OFFER.
 
     In arriving at its recommendation, Innotech's Board of Directors gave
careful consideration to various factors described in Innotech's
Solicitation/Recommendation Statement on Schedule 14D-9 which is enclosed
herewith. Those factors included the opinion, dated February 10, 1997, of
Innotech's financial advisor, Prudential Securities Incorporated, to the effect
that, as of such date and based upon and subject to the matters set forth
therein, the cash consideration to be received by holders of shares of
Innotech's Common Stock in the tender offer and the merger is fair from a
financial point of view to such holders. The Schedule 14D-9 includes additional
information with respect to the tender offer and the merger and an Information
Statement containing certain information regarding the executive officers and
directors of Innotech as well as the director designees of INO Acquisition
Corp., who are expected to constitute a majority of the Board of Directors of
Innotech upon the purchase by INO Acquisition Corp. pursuant to the tender offer
of such number of shares of Innotech Common Stock which, when added to the
shares beneficially owned by Johnson & Johnson, INO Acquisition Corp. or any
affiliate thereof, represents a majority of Innotech's shares on a fully diluted
basis.
 
     Also enclosed herewith is INO Acquisition Corp.'s Offer to Purchase and
related materials, including a Letter of Transmittal, which set forth the terms
and conditions of the tender offer and provide instructions on how to tender
your shares. We urge you to read the enclosed materials carefully in making your
decision with respect to tendering your shares.
 
     The Board of Directors and management of Innotech thank you for the support
and encouragement you have given Innotech.
 
                                          Ronald D. Blum
                                          Chairman of the Board
 
                         [INNOTECH LETTERHEAD ADDRESS]