-----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, VRNzhwWFWrBYS2P0XGvnwN7prfy2NolwNnUZPzCteEnJCa3GxXpHvE8L9Qq2bUiE GfeEYz5u4WBFla2ipSVHrg== 0000921530-01-500062.txt : 20010604 0000921530-01-500062.hdr.sgml : 20010604 ACCESSION NUMBER: 0000921530-01-500062 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010601 GROUP MEMBERS: INVESTOR AB GROUP MEMBERS: INVESTOR GROWTH CAPITAL LIMITE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTRABIOTICS PHARMACEUTICALS INC /DE CENTRAL INDEX KEY: 0001103390 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943200380 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-59411 FILM NUMBER: 1652620 BUSINESS ADDRESS: STREET 1: 1255 TERRA BELLA AVENUE CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 6505266800 MAIL ADDRESS: STREET 1: 1255 TERRA BELLA AVENUE CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INVESTOR AB CENTRAL INDEX KEY: 0000889232 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: S-10332 CITY: STOCKHOLM SWEDEN STATE: V7 MAIL ADDRESS: STREET 1: KIRKPATRICK & LOCKHART LLP STREET 2: 1500 OLIVER BUILDING CITY: PITTSBURGH STATE: PA ZIP: 15222 SC 13D 1 intrabiotics_13d.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* INTRABIOTICS PHARMACEUTICALS, INC. ---------------------------------- (Name of Issuer) Common Stock, $.001 Par Value ----------------------------- (Title of Class of Securities) 46116T100 -------------- (CUSIP Number) James E. Kaye, Esq. Akin, Gump, Strauss, Hauer & Feld, L.L.P. 590 Madison Avenue New York, New York 10022 (212) 872-1000 --------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 30, 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 that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [x]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule ss.240.13d-7 for other parties to whom copies are to be sent. *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). Continued on following page(s) Page 1 of 15 Pages Exhibit Index: Page 12 SCHEDULE 13D CUSIP No. 46116T100 Page 2 of 15 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) INVESTOR AB 2 Check the Appropriate Box If a Member of a Group* a. [_] 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 Sweden Number of 7 Sole Voting Power Shares 0 Beneficially Owned By 8 Shared Voting Power Each 3,675,000 Reporting Person 9 Sole Dispositive Power With 0 10 Shared Dispositive Power 3,675,000 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,675,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented By Amount in Row (11) 12.31% 14 Type of Reporting Person* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 46116T100 Page 3 of 15 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) INVESTOR GROWTH CAPITAL LIMITED (f/k/a Investor ( Guernsey) Ltd.) 2 Check the Appropriate Box If a Member of a Group* a. [_] 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 Guernsey Number of 7 Sole Voting Power Shares 0 Beneficially Owned By 8 Shared Voting Power Each 2,572,500 Reporting Person 9 Sole Dispositive Power With 0 10 Shared Dispositive Power 2,572,500 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,572,500 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [X] 13 Percent of Class Represented By Amount in Row (11) 8.67% 14 Type of Reporting Person* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 of 15 This Statement on Schedule 13D relates to shares of common stock, $.001 par value per share (the "Shares"), of IntraBiotics Pharmaceuticals, Inc. (the "Issuer"). The securities reported herein were previously reported on a Schedule 13G, which was filed on September 6, 2000. Item 1. Security and Issuer. This Statement relates to the Shares. The address of the principal executive office of the Issuer is 2021 Stierlin Court, Mountain View, California 94043. Item 2. Identity and Background. This Statement is being filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i) Investor Growth Capital Limited (f/k/a Investor (Guernsey) Ltd.) ("Investor Growth"); and ii) Investor AB ("Investor AB"). This Statement relates to the Shares held for the accounts of Investor Growth and a limited partnership of which Investor AB serves as the ultimate general partner (the "Fund"). The Reporting Persons Investor Growth is a Guernsey company, with its principal place of business at National Westminster House, Le Truchot, St. Peter Port, Guernsey, Channel Islands GYI, 4PW. Investor Growth is a wholly owned subsidiary of a Dutch company, which is a wholly owned subsidiary of a Swedish company, which is a wholly owned subsidiary of Investor AB. The principal business of Investor Growth is investments in securities. Current information concerning the identity and background of the directors and officers of Investment Growth is set forth in Annex A hereto, which is incorporated by reference in response to this Item 2. Investor AB, is a publicly held Swedish company, with its principal place of business at Arsenalsgatan 8c, S-103 32 Stockholm, Sweden. Its principal business is as a diversified industrial holdings company. Current information concerning the identity and background of the directors and officers of Investor AB is set forth in Annex B hereto, which is incorporated by reference in response to this Item 2. During the past five years, none of the Reporting Persons and, to the best of the Reporting Persons' knowledge, no other person identified in response to this Item 2 has been (a) convicted in a criminal proceeding or (b) a party to any civil proceeding as a result of which it or he has been subject to 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. Item 3. Source and Amount of Funds or Other Consideration. The Shares reported herein were previously reported in a Schedule 13G. The securities held for the accounts of Investor Growth and the Fund may be held through margin accounts maintained with brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms' credit policies. The positions which may be held in the margin accounts, including the Shares, are pledged as collateral security for the repayment of debit balances in the respective accounts. Page 5 of 15 Item 4. Purpose of Transaction. All of the Shares reported herein as having been acquired or disposed of from the accounts of Investor Growth and the Fund were acquired or disposed of for investment purposes. Except as set forth below and in Item 6, neither the Reporting Persons nor, to the best of their knowledge, any of the other persons identified in response to Item 2, has any plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Liza Page Nelson, an employee of an affiliate of Investor Growth serves as a director of the Issuer. As a director of the Issuer, Ms. Nelson may have influence over the corporate activities of the Issuer, including activities which may relate to transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose of, or cause to be disposed, such securities at any time or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies of the Reporting Persons, market conditions or other factors. Item 5. Interest in Securities of the Issuer. (a) (i) Investor Growth may be deemed the beneficial owner of 2,572,500 Shares (approximately 8.67% of the total number of Shares outstanding assuming the exercise and conversion of all of the securities held for its account). This number consists of A) 2,187,500 Shares held for its account and B) 385,000 Shares issuable upon the exercise of 385,000 warrants for Series H Preferred Stock and the conversion of such preferred shares held for its account. (ii) Investor AB may be deemed the beneficial owner of 3,675,000 Shares (approximately 12.31% of the total number of Shares outstanding assuming the exercise and conversion of all of the securities held for the accounts of Investor Growth and the Fund.) This number consists of A) 2,187,500 Shares held for the account of Investor Growth; B) 385,000 Shares issuable upon the exercise of 385,000 warrants for Series H Preferred Stock and the conversion of such preferred shares held for the account of Investor Growth; C) 937,500 Shares held for the account of the Fund; and D) 165,000 Shares issuable upon the exercise of 165,000 warrants for Series H Preferred Stock and the conversion of such preferred shares held for the account of the Fund. (b) (i) Investor Growth may be deemed to have shared power to direct the voting and disposition of the 2,572,500 Shares held for its account (assuming the exercise of all the warrants for Series H Preferred Stock and the conversion of all such preferred shares held for its account. (ii) Investor AB may be deemed to have shared power to direct the voting and disposition of 3,675,000 Shares held for the accounts of Investor Growth and the Fund. This number consists of A) 2,572,500 Shares held for the account of Investor Growth (assuming the exercise of all the warrants for Series H Preferred Stock and the conversion of all such preferred shares held for the account of Investor Growth) and B) 1,102,500 Shares held for the account of the Fund (assuming the exercise of all the warrants for Series H Preferred Stock and the conversion of such preferred shares held for the account of the Fund). (c) Except as set forth in Item 6 below, there have been no transactions effected with respect to the Shares since April 1, 2001 (60 days prior to the date hereof) by any of the Reporting Persons. (d) (i) The shareholders of Investor Growth, including Investor AB, have the right to participate in the receipt of dividends from, or the proceeds from the sale of, the securities held for the account of Investor Growth in accordance with their ownership interests in Investor Growth. Page 6 of 15 (ii)The partners of the Fund, including Investor AB, have the right to participate in the receipt of dividends from, or the proceeds from the sale of, the securities held for the account of the Fund in accordance with their ownership interests in the Fund. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. As noted in Item 4 above, Ms. Nelson, an employee of an affiliate of Investor Growth serves as a director of the Issuer. From time to time, each of the Reporting Persons may lend portfolio securities to brokers, banks or other financial institutions. These loans typically obligate the borrower to return the securities, or an equal amount of securities of the same class, to the lender and typically provide that the borrower is entitled to exercise voting rights and to retain dividends during the term of the loan. From time to time, to the extent permitted by applicable laws, each of the Reporting Persons may borrow securities, including the Shares, for the purpose of effecting, and may effect, short sale transactions, and may purchase securities for the purpose of closing out short positions in such securities. Except as set forth above, the Reporting Persons do not have any contracts, arrangements, understandings or relationships with respect to any securities of the Issuer. Item 7. Material to be Filed as Exhibits. The Exhibit Index is incorporated herein by reference. Page 7 of 15 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct. Date: June 1, 2001 INVESTOR GROWTH CAPITAL LIMITED (f/k/a Investor (Guernsey) Ltd.) By: /S/ MICHAEL OPORTO ----------------------------------------- Michael Oporto Attorney-in-Fact By: /S/ BORJE EKHOLM ----------------------------------------- Borje Ekholm Attorney-in-Fact Date: June 1, 2001 INVESTOR AB By: /S/ MICHAEL OPORTO ----------------------------------------- Michael Oporto Attorney-in-Fact By: /S/ BORJE EKHOLM ----------------------------------------- Borje Ekholm Attorney-in-Fact
Page 8 of 15 ANNEX A Directors and Officers of Investor Growth Capital Limited (f/k/a Investor (Guernsey) Ltd.) Name/Title/Citizenship Principal Occupation Business Address - ---------------------- -------------------- ---------------- David C. Jeffreys Managing Director of National Westminster House A-Director Abacus Financial Services (Guernsey) Le Truchot, St. Peter Port (British) Limited Guernsey, GY1 4 PW Neil J. Crocker Managing Director of National Westminster House A-Director Abacus Financial Services (Guernsey) Le Truchot, St. Peter Port (British) Limited Guernsey, GY1 4 PW Wayne Tallowin Managing Director of National Westminster House A-Director Abacus Financial Services (Guernsey) Le Truchot, St. Peter Port (British) Limited Guernsey, GY1 4 PW Marc Hollander Managing Director of World Trade Center B-Director Investor Growth Capital Holding B.V. Tower D, 11th Floor (Dutch) Strawinskylaan 1159 107XX Amsterdam The Netherlands Catarina Fritz Managing Director of Arsenalsgatan 8c B-Director Investor AB S-103 32 Stockholm (Swedish) Sweden To the best of the Reporting Persons' knowledge: (a) None of the above persons hold any Shares. (b) None of the above persons has any contracts, arrangements, understandings or relationships with respect to the Shares.
Page 9 of 15 ANNEX B Directors and Officers of Investor AB Name/Title/Citizenship Principal Occupation Business Address - ---------------------- -------------------- ---------------- Percy Barnevik Chairman Investor AB Director Chairman of ABB Ltd., AstraZeneca PLC Arsenalsgatan 8c (Swedish) and Sandvik; Director of General Motors, (USA) S-103 32 Stockholm, Sweden Claes Dahlback Executive Vice Chairman Investor AB Director Chairman of EQT, Gambro AB, IBX, imGO, Arsenalsgatan 8c (Swedish) Stora Enso Oyj and Vin & Spirit AB; S-103 32 Vice Chairman of SEB; Stockholm, Sweden Director of Findus Jacob Wallenberg Executive Vice Chairman Investor AB Director Chairman of SEB; Vice Chairman of Atlas Copco AB, Arsenalsgatan 8c (Swedish) Electrolux AB and the Knut and Alice Wallenberg S-103 32 Foundation; Director of ABB Ltd., WM-data, the Stockholm, Sweden Swedish Federation of Industries, the Nobel Foundation and EQT Scandinavia B.V. Marcus Wallenberg President and Chief Executive Officer Investor AB Director Vice Chairman of Telefonaktiebolaget LM Ericsson Arsenalsgatan 8c (Swedish) and Saab AB; S-103 32 Director of AstraZeneca PLC, Stockholm, Sweden the Knut and Alice Wallenberg Foundation, SAS Assembly of Representatives, Stora Enso Oyj and Scania AB Hakan Mogren Deputy Chairman of AstraZeneca PLC and Gambro AB; Investor AB Director Forthcoming Chairman of Reckitt Benckiser PLC and Arsenalsgatan 8c (Swedish) Chairman of the Industrial Institute for Industrial S-103 32 and Social Research (IUI), the Swedish-American Stockholm, Sweden Foundation and the Swedish-Japanese Foundation; Director of the Carl Trygger Foundation for Scientific Research, Marianne and Marcus Wallenberg's Foundation and the Royal Academy of Engineering Sciences (IVA) Page 10 of 15 Name/Title/Citizenship Principal Occupation Business Address - ---------------------- -------------------- ---------------- Mauritz Sahlin Chairman of Air Liquide AB, FlexLink Systems AB, Investor AB Director Imego, Universum AB and the Western Sweden Chamber Arsenalsgatan 8c (Swedish) of Commerce; S-103 32 Director of Chalmers AB, Billes AB, Netmage AB, Stockholm, Sweden Paybox Nordic AG, Sandvik AB and the Federation of Swedish Industries Anders Scharp Chairman of AB Nederman, Atlas Copco, Saab AB, SKF Investor AB Director and the Swedish Employer's Confederation; Director Arsenalsgatan 8c (Swedish) of Federation of Swedish Industries S-103 32 Stockholm, Sweden Peter D. Sutherland Chairman of Goldman Sachs International and BP Investor AB Director Amoco p.l.c.; Director of ABB Ltd., Arsenalsgatan 8c (Irish) The Royal Bank of Scotland Group p.l.c. and S-103 32 Telefonaktiebolaget LM Ericsson Stockholm, Sweden Bjorn Svedberg Chairman of Eniro, Hi3G Access, K-World, Nefab, Investor AB Director Pyrosequencing, RKI (Denmark), Salcomp (Finland), Arsenalsgatan 8c (Swedish) Chalmers University of Technology and the Royal S-103 32 Academy of Engineering Sciences (IVA); Stockholm, Sweden Director of Saab AB, the Knut and Alice Wallenberg Foundation, Gambro, the Financial Supervisory Authority and the Morgan Stanley Dean Witter European Advisory Board Michael Treschow President and CEO of AB Electrolux; Investor AB Director Chairman of the Swedish Trade Council; Arsenalsgatan 8c (Swedish) Director of Atlas Copco and the Center for Business S-103 32 and Policy Studies Stockholm, Sweden Peter Wallenberg Honorary Chairman Investor AB Director Chairman of the Knut and Alice Wallenberg Arsenalsgatan 8c (Swedish) Foundation; Honorary Chairman of Atlas Copco S-103 32 Stockholm, Sweden Page 11 of 15 Name/Title/Citizenship Principal Occupation Business Address - ---------------------- -------------------- ---------------- Borje Ekholm Executive Vice President, Investor Growth Capital, Inc. Executive Vice President New Investments, New York 12 East 49th Street (Swedish) New York, N.Y. 10017 Lars Wedenborn Chief Financial Officer Investor AB Chief Financial Officer & and Executive Vice President Arsenalsgatan 8c Executive Vice President S-103 32 (Swedish) Stockholm, Sweden Sven Nyman Executive Vice President Investor AB Executive Vice President Core Holdings Arsenalsgatan 8c (Swedish) S-103 32 Stockholm, Sweden To the best of the Reporting Persons' knowledge: (a) None of the above persons hold any Shares. (b) None of the above persons has any contracts, arrangements, understandings or relationships with respect to the Shares.
Page 12 of 15 EXHIBIT INDEX Page No. -------- A. Joint Filing Agreement, dated as of June 1, 2001, by and between Investor AB and Investor Growth Capital Limited................................................ 13 B. Power of Attorney, dated December 13, 2000, granted by Investor AB in favor of Borje Ekholm, Henry Gooss and Michael Oporto......................................... 14 C. Power of Attorney, dated February 20, 2001, granted by Investor Growth Capital Limited in favor of Borje Ekholm, Henry Gooss and Michael Oporto................. 15
EX-99 2 intrabiotics_jointfiling.txt Page 13 of 15 EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13D with respect to the Common Stock of IntraBiotics Pharmaceuticals, Inc., dated as of June 1, 2001, is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. Date: June 1, 2001 INVESTOR GROWTH CAPITAL LIMITED (f/k/a Investor (Guernsey) Ltd.) By: /S/ MICHAEL OPORTO ----------------------------------------- Michael Oporto Attorney-in-Fact By: /S/ BORJE EKHOLM ----------------------------------------- Borje Ekholm Attorney-in-Fact Date: June 1, 2001 INVESTOR AB By: /S/ MICHAEL OPORTO ----------------------------------------- Michael Oporto Attorney-in-Fact By: /S/ BORJE EKHOLM ----------------------------------------- Borje Ekholm Attorney-in-Fact EX-24 3 intrabiotics_poa.txt Page 14 of 15 EXHIBIT B POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, INVESTOR AB, hereby makes, constitutes and appoints each of BORJE EKHOLM, HENRY GOOSS and MICHAEL OPORTO, acting individually, as its agent and attorney-in-fact for the limited purpose outlined below. Any two of the appointed agents and attorneys-in-fact acting jointly are hereby authorized to execute in the name of the undersigned all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(k), and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of the attorneys-in-fact in furtherance of the foregoing are hereby ratified and confirmed. This power of attorney shall be valid from the date hereof until revoked by the undersigned. IN WITNESS WHEREOF, the undersigned has executed this instrument as of the 13th day of December, 2000. INVESTOR AB By: /s/ Marcus Wallenberg -------------------------------------------- Name: Marcus Wallenberg Title: President and Chief Executive Officer By: /s/ Lars Wedenborn -------------------------------------------- Name: Lars Wedenborn Title: Chief Financial Officer EX-24 4 intrabioits_poa2.txt 15 of 15 Pages EXHIBIT C POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, INVESTOR GROWTH CAPITAL LIMITED, hereby makes, constitutes and appoints each of BORJE EKHOLM, HENRY GOOSS and MICHAEL OPORTO, acting individually, as its agent and attorney-in-fact for the limited purpose outlined below. Any two of the appointed agents and attorneys-in-fact acting jointly are hereby authorized to execute in the name of the undersigned all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(k), and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of the attorneys-in-fact in furtherance of the foregoing are hereby ratified and confirmed. This power of attorney shall be valid from the date hereof until revoked by the undersigned. IN WITNESS WHEREOF, the undersigned has executed this instrument as of the 20th day of February, 2001. INVESTOR GROWTH CAPITAL LIMITED By: /s/ David C. Jeffreys ------------------------------------------ Name: Mr. D. Jeffreys Title: Managing Director A By: /s/ Marcel Van Lochem ------------------------------------------ Name: Mr. M. van Lochem Title: Managing Director B
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