-----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, Ib1eJ5oxtQB5tgl8r8hW0LZzNb86CiCsGng23XiP47eoSaV8Zlq/7qAbZAwyoFtM ltbqcimsp6wyHpzugFi9hg== 0000062391-95-000042.txt : 19951020 0000062391-95-000042.hdr.sgml : 19951020 ACCESSION NUMBER: 0000062391-95-000042 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19951019 SROS: NASD GROUP MEMBERS: HOECHST CORPORATION GROUP MEMBERS: HOECHST MARION ROUSSEL INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CELL GENESYS INC CENTRAL INDEX KEY: 0000865231 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 943061375 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-43085 FILM NUMBER: 95581670 BUSINESS ADDRESS: STREET 1: 322 A LAKESIDE DR CITY: FOSTER CITY STATE: CA ZIP: 94404 BUSINESS PHONE: 4153589600 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOECHST MARION ROUSSEL INC CENTRAL INDEX KEY: 0000062391 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 440565557 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 9300 WARD PKWY STREET 2: P O BOX 8480 CITY: KANSAS CITY STATE: MO ZIP: 64114 BUSINESS PHONE: 8169664000 MAIL ADDRESS: STREET 1: PO BOX 8480 CITY: KANSAS CITY STATE: MO ZIP: 64114 FORMER COMPANY: FORMER CONFORMED NAME: MARION MERRELL DOW INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MARION LABORATORIES INC DATE OF NAME CHANGE: 19891218 SC 13D 1 CELL GENESYS, INC. SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 CELL GENESYS, INC. ---------------------------- (Name of Issuer) Common Stock par value $.001 per share - --------------------------------------------------------------------------- (Title of Class of Securities) 150921 10 4 ----------------- (CUSIP Number) William K. Hoskins, Esq. Harry R. Benz General Counsel Hoechst Corporation Hoechst Marion Roussel, Inc. Route 202-206 9300 Ward Parkway P.O. Box 2500 Kansas City, Missouri 64114 Somerville, NJ 08876-1258 (816) 966-4000 (517) 636-1000 - --------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 9, 1995 ------------------------------------------------------- (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 schedule because of Rule 13d-1(b)(4)(i)(A) or (B), check the following box. [ ] Check the following box if a fee is being paid with this statement [ X ]. Page 1 of 18 Exhibit Index is at Page 11 2 CUSIP No. 150921 10 4 ___________________________________________________________________________ 1) Name of Reporting Person and its Hoechst Marion Roussel, Inc. I.R.S. Identification Number 44-0565557 ___________________________________________________________________________ 2) Check the Appropriate Box if (a)[ ] a Member of a Group (b)[ X ] ___________________________________________________________________________ 3) SEC Use Only ___________________________________________________________________________ 4) Source of Funds WC ___________________________________________________________________________ 5) Check Box if Disclosure of Legal [ ] Proceedings is Required Pursuant to Items 2(d) or 2(e) ___________________________________________________________________________ 6) Citizenship or Place of Organization Delaware ___________________________________________________________________________ 7) Sole Voting Power 2,750,000* Number of ____________________________________________________________ Shares Beneficially 8) Shared Voting Power 0 Owned by ____________________________________________________________ Each Reporting 9) Sole Dispositive Power 2,750,000* Person With ____________________________________________________________ 10) Shared Dispositive Power 0 ___________________________________________________________________________ 11) Aggregate Amount Beneficially Owned 2,750,000* by Each Reporting Person ___________________________________________________________________________ 12) Check Box If the Aggregate Amount [ ] in Row (11) Excludes Certain Shares ___________________________________________________________________________ 13) Percent of Class Represented 16.6% by Amount in Row (11) ___________________________________________________________________________ 14) Type of Reporting Person CO ___________________________________________________________________________ * Hoechst Marion Roussel, Inc. disclaims beneficial ownership of the securities (See Item 4) 3 CUSIP No. 150921 10 4 ___________________________________________________________________________ 1) Name of Reporting Person and its Hoechst Corporation I.R.S. Identification Number 22-1862783 ___________________________________________________________________________ 2) Check the Appropriate Box if (a)[ ] a Member of a Group (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 Delaware ___________________________________________________________________________ 7) Sole Voting Power 2,750,000* Number of ____________________________________________________________ Shares Beneficially 8) Shared Voting Power 0 Owned by ____________________________________________________________ Each Reporting 9) Sole Dispositive Power 2,750,000* Person With ____________________________________________________________ 10) Shared Dispositive Power 0 ___________________________________________________________________________ 11) Aggregate Amount Beneficially Owned 2,750,000* by Each Reporting Person ___________________________________________________________________________ 12) Check Box If the Aggregate Amount [ ] in Row (11) Excludes Certain Shares ___________________________________________________________________________ 13) Percent of Class Represented 16.6% by Amount in Row (11) ___________________________________________________________________________ 14) Type of Reporting Person CO ___________________________________________________________________________ * Hoechst Corporation disclaims beneficial ownership of the securities (See Item 4 4 ITEM 1. SECURITY AND ISSUER. - ------- -------------------- The securities to which this Schedule relates are shares of common stock, par value $0.001 per share ("Common Stock"), of Cell Genesys, Inc., a Delaware corporation (the "Issuer"). The Issuer's principal executive offices are at 322 Lakeside Drive, Foster City, CA 94404. ITEM 2. IDENTITY AND BACKGROUND. - ------- ------------------------ (a) - (c), (f) This Schedule is filed on behalf of Hoechst Marion Roussel, Inc., a Delaware corporation ("HMRI"), with a principal place of business and principal office located at 9300 Ward Parkway, Kansas City, Missouri 64114-0480. The principal business of HMRI is the discovery, development, manufacturing, marketing, and sale of pharmaceutical compounds for the treatment of human diseases. Information as to the executive officers and directors of HMRI is set forth in Exhibit 99.F hereto. This Schedule also is filed on behalf of Hoechst Corporation, a Delaware corporation ("HCorp"), and wholly owned subsidiary of Hoechst Aktiengesellschaft, a German corporation ("Hoechst AG"). HCorp is a holding company for most of the U.S. operations of Hoechst AG, a multinational pharmaceutical and chemical company headquartered in Frankfurt, Germany. The principal place of business and principal office of HCorp is Route 202-206, Somerville, New Jersey 08876-1258. Information as to the executive officers and directors of HCorp and Hoechst AG is set forth in Exhibit 99.G hereto. HCorp beneficially owns 100.0% of the outstanding common stock of HMRI and is filing this Schedule solely with respect to its potential deemed indirect ownership of HMRI's holdings of the securities. (d) - (e) During the last five years, neither HMRI, HCorp, nor, to their knowledge, any of the persons listed in Exhibits 99.F and 99.G hereto, has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). During the last five years, neither HMRI nor HCorp nor, to their knowledge, any of the persons listed in Exhibits 99.F and 99.G hereto, has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any of them was or is subject to a judgment, decree, or final order enjoining future violation of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. - ------- -------------------------------------------------- HMRI and the Issuer have entered into a Stock Purchase Agreement dated October 9, 1995 (the "Stock Purchase Agreement") providing for the purchase by HMRI (following expiration or termination of the HSR Waiting Period, which is expected to occur within 60 days following October 9, 1995) of 2,000,000 shares of Common Stock (the "Shares") for $10.00 per share and the issuance to HMRI of a warrant (the "Warrant") to purchase up to an additional 750,000 shares of Common Stock (the "Warrant Shares") for $13.00 per share. The source of funds for the purchase price of $20,000,000 for the Shares will be, and of $9,750,000 for the Warrant Shares is expected to be, the working capital of HMRI. None of such funds are expected to be borrowed or otherwise obtained for the purpose of acquiring the Shares or 5 the Warrant Shares. ITEM 4. PURPOSE OF TRANSACTION. - ------- ----------------------- HMRI acquired a contingent right to purchase the Shares, and will acquire the Warrant, pursuant to the terms of a Stock Purchase Agreement dated October 9, 1995, by and between HMRI and the Issuer (the "Stock Purchase Agreement", a copy of which is Exhibit 99.A hereto). The Shares and Warrant are being acquired in connection with a joint product development and commercialization effort of the Issuer with HMRI and Hoechst AG, HMRI's ultimate parent (hereinafter HMRI and Hoechst AG are sometimes referred to together as "Hoechst"). Consummation of the transactions described herein is subject to expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Waiting Period"). The descriptions of the Stock Purchase Agreement as well as the other agreements described hereinafter are qualified in their entirety by reference to such agreements, copies of which are set forth as Exhibits 99.A through 99.D hereto. Concurrently with the execution of the Stock Purchase Agreement, Hoechst and the Issuer executed a collaboration agreement (the "Collaboration Agreement", a copy of which is Exhibit 99.B hereto) that provides, among other things, for Hoechst and the Issuer to collaborate in the development and commercialization of certain pharmaceutical products based on certain of their respective proprietary technologies, patents, and know-how. Under the Collaboration Agreement, Hoechst will fund certain product development costs, in return for which it will receive an exclusive license to market products developed under the collaboration outside North America. The parties will market such products jointly in North America unless the Issuer elects not to establish and maintain a joint marketing arrangement with Hoechst, in which case Hoechst will have exclusive North America marketing rights. Also concurrently with the execution of the Stock Purchase Agreement, Hoechst AG and the Issuer entered into a cross license agreement (the "Cross License Agreement", a copy of which is Exhibit 99.C hereto) pursuant to which, among other things, each of the Issuer and Hoechst AG will grant licenses to the other under certain of their respective pending and issued patents in return for royalties on sales of products developed using such rights. A Settlement Procedure Agreement dated October 9, 1995, by and among Hoechst AG, the Issuer, and Massachusetts General Hospital (the "Settlement Procedure Agreement", a copy of which is Exhibit 99.D hereto) provides for the identification and determination of potential overlapping coverage of certain of their respective patent rights. Neither HMRI, HCorp, nor Hoechst AG currently has any plans or proposals that relate to or would result in the acquisition by any person of additional shares of Common Stock other than the Shares (and the Warrant Shares, if HMRI should exercise the Warrant), or to dispose of any of the Shares. However, any of such persons may elect to acquire or dispose of securities of the Issuer in the future depending on its evaluation of the Issuer's business, prospects, and financial condition, the market for the Common Stock, other opportunities available to Hoechst, prospects for Hoechst's own businesses, general economic conditions, money and stock market conditions, and other future developments. HMRI has made no decision as to when or if to exercise the Warrant. 6 The Stock Purchase Agreement provides that in certain circumstances following HMRI's exercise of the Warrant in full, including that HMRI continues to hold all of the Shares and at least 12% of the Total Voting Power (as defined in the Stock Purchase Agreement) of the Issuer, HMRI will have the right to designate a representative to serve on the Issuer's Board of Directors, although HMRI has made no decision whether to exercise this right if and when the Warrant is exercised. After September 30, 1996, and for so long thereafter as HMRI holds all of the Shares and at least 10% of the Issuer's Total Voting Power (as defined in the Stock Purchase Agreement), or 6% of such total Voting Power if HMRI has become entitled to designate a representative for election to the Issuer's Board of Directors, HMRI will have the right to have an observer attend meetings of the Issuer's Board of Directors, provided that HMRI may not have both a designated director and an observer at the same time. Except as set forth in this Schedule and as may be contemplated in the Stock Purchase Agreement, the Collaboration Agreement, the Cross License Agreement, and the Settlement Procedure Agreement, neither HMRI, HCorp, nor Hoechst AG has any plans or proposals that relate to or would result in any of the events described in paragraphs (a) through (j) of this Item. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. - ------- ------------------------------------- (a) When purchased, the Shares will represent approximately 12.6% (and the Shares and Warrant Shares together will represent approximately 16.6%) of the Issuer's Common Stock outstanding at July 31, 1995 on a fully-diluted basis. HMRI has the right to acquire the Shares upon the expiration or termination of the HSR Waiting Period and payment of the purchase price. The Warrant will be issued to HMRI concurrently with the Shares, and HMRI then will have the right to acquire the Warrant Shares upon payment of the warrant exercise price. Except as may be set forth in any subsequent amendment to the Schedule, neither Hoechst AG nor HCorp, nor any executive officer or director of Hoechst AG, HMRI, or HCorp, beneficially owns any of the Shares or any other shares of Common Stock other than through their beneficial ownership, if any, of stock of Hoechst AG, HCorp, or HMRI. HMRI is a wholly-owned subsidiary of HCorp, which is a wholly-owned subsidiary of Hoechst AG. (b) HMRI will have sole power to vote and to dispose of the Shares (and, when issued, the Warrant Shares). Neither Hoechst AG, HCorp, nor any executive officer or director of either HMRI, HCorp, or Hoechst AG will have any power to vote or to direct the vote, or to dispose of or to direct the disposition of, the Shares (or, when issued, the Warrant Shares) except to the extent that Hoechst AG, HCorp, or any such executive officer or director may be deemed to have any such power by reason of such person's relationship to or position with HMRI, HCorp, or Hoechst AG. (c) None. (d) None. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH - ------- RESPECT TO SECURITIES OF THE ISSUER. ------------------------------------ Other than the Stock Purchase Agreement (and, when issued, the 7 Warrant), there are no contracts, arrangements, understandings or relationships between or among HMRI, HCorp, and/or Hoechst AG and any other person with respect to any securities of the Issuer. The Stock Purchase Agreement provides for the sale to HMRI of 2,000,000 shares of Common Stock at $10.00 per share and for the issuance of the Warrant, as well as for the registration of the Shares for sale to the public upon request by HMRI either (i) incidental to a registration of Common Stock on behalf of the Issuer ("Piggyback Rights"), or (ii) for an offering of Shares having an anticipated aggregate offering price in excess of $5,000,000 ("Demand Rights"). Both Demand Rights and Piggyback Rights are subject to the conditions that (i) HMRI may not register more than 5 percent of the outstanding Common Stock, (ii) certain Preferential Rights of Hoechst under the Collaboration Agreement with respect to certain potential products shall have expired, and (iii) the Issuer is not obligated to register any Shares or Warrant Shares that are eligible for sale under Section (k) of Rule 144 of the Securities and Exchange Commission ("Rule 144"). Except in certain circumstances involving the acquisition or attempted acquisition of Voting Stock (as defined in the Stock Purchase Agreement) by third parties, or in the case of a stock repurchase or recapitalization by the Issuer, the Stock Purchase Agreement provides that HMRI will not acquire beneficial ownership of securities that would give it more than 19.9 percent of the Total Voting Power of the Issuer (as defined in the Stock Purchase Agreement). The Issuer will have a right of first refusal with respect to proposed sales of HMRI's Voting Stock. HMRI has agreed that its Voting Stock will be present for all meetings of shareholders of the Issuer and will be voted in accordance with the recommendation of the Issuer's Board of Directors with respect to the election of directors and, unless the Issuer consents, with respect to all other matters except most amendments to the Issuer's Certificate of Incorporation or Bylaws, the sale, recapitalization, or liquidation of the Issuer, or the acquisition of another company by the Issuer. Provisions of the Stock Purchase Agreement also restrict HMRI's ability to participate in voting arrangements or solicit proxies with respect to Voting Stock, or to act in concert with unrelated third persons for the purpose of acquiring, holding, voting, or disposing of Voting Stock. For so long as certain Preferential Rights of Hoechst under the Collaboration Agreement remain in effect, HMRI may not sell or transfer any Voting Stock except (i) to the Issuer or to persons approved by the Issuer, (ii) to certain controlled affiliates of HMRI, (iii) in a bona fide public offering, (iv) pursuant to Rule 144, (v) subject to the Issuer's right of first refusal provided for in the Stock Purchase Agreement, (vi) in response to a tender offer by the Issuer or not opposed by the Issuer's Board of Directors or, subject to the Issuer's right of first refusal, by a person that if successful would acquire more than 40 percent of the Company's Total Voting Power, (vii) pursuant to a bona fide pledge, and (vii) in the event of a merger or consolidation of the Issuer in which shareholders prior to such event cease to hold at least 51 percent of the Total Voting Power of the Issuer after such event, or pursuant to a plan of liquidation of the Issuer. 8 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. - ------- --------------------------------- Exhibit 99.A Stock Purchase Agreement dated October 9, 1995, by and between HMRI and the Issuer. Exhibit 99.B Collaboration Agreement dated October 9, 1995, by and among HMRI, Hoechst AG, and the Issuer. Exhibit 99.C Cross License Agreement dated October 9, 1995, by and between Hoechst AG and the Issuer. Exhibit 99.D Agreement to File Jointly dated October 18, 1995, by and between HMRI and HCorp. Exhibit 99.E Information concerning directors and officers of HMRI. Exhibit 99.F Information concerning directors and executive officers of HCorp and Hoechst AG. 9 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. HOECHST MARION ROUSSEL, INC. Date: October 18, 1995 By: /s/ Rebecca R. Tilden Rebecca R. Tilden Vice President, Assistant General Counsel, and Assistant Secretary 10 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. HOECHST CORPORATION Date: October 18, 1995 By: /s/ Harry R. Benz Harry R. Benz Secretary and Treasurer 11 EXHIBIT INDEX Exhibit No. Description Page No. - ----------- ------------ --------- 99.A Stock Purchase Agreement dated October 9, 1995 by and between HMRI and the Issuer (incorporated by reference from Exhibit 2.1 to the Current Report on Form 8-K of the Issuer dated as of October 9, 1995) 99.B Collaboration Agreement dated October 9, 1995 by and among Hoechst AG, HMRI, and the Issuer (incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K of the Issuer dated as of October 9, 1995) 99.C Cross License Agreement dated October 9, 1995 by and between Hoechst AG and the Issuer (incorporated by reference from Exhibit 10.2 to the Current Report on Form 8-K of the Issuer dated as of October 9, 1995) 99.D Settlement Procedure Agreement dated October 9, 1995, by and among Hoechst AG, the Issuer, and certain other parties (incorporated by reference from Exhibit 10.3 to the Current Report on Form 8-K of the Issuer dated as of October 9, 1995) 99.E Agreement to File Jointly by and between HMRI 12 and HCorp dated October 18, 1995 99.F Information concerning directors and officers 13 of HMRI 99.G Information concerning directors and executive 15 officers of HCorp and Hoechst AG. EX-99 2 99.E AGMT TO FILE JOINTLY 12 EXHIBIT 99.E AGREEMENT TO FILE JOINTLY We, the undersigned, hereby express our agreement that the attached Schedule 13D is filed on behalf of each of us. HOECHST MARION ROUSSEL, INC. Date: October 18, 1995 By: /s/ Rebecca R. Tilden Rebecca R. Tilden Vice President, Assistant General Counsel, and Assistant Secretary HOECHST CORPORATION Date: October 18, 1995 By: /s/ Harry R. Benz Harry R. Benz Secretary and Treasurer EX-99 3 99.F DIRECTORS AND OFFICERS OF HMRI 13 Exhibit 99.F Directors and Officers of Hoechst Marion Roussel, Inc. The following sets forth the name, title, business address, and present principal occupation of each of the directors and executive officers of HMRI as of September 19, 1995. All are citizens of the United States unless otherwise indicated in parentheses under his or her name. Name Title Address - ---- ----- ------- Fred W. Lyons, Jr. Chairman of the Board 9300 Ward Parkway and Director Kansas City, MO 64114 Peter W. Ladell President and Chief 9300 Ward Parkway (Canada) Executive Officer Kansas City, MO 64114 and Director Alban W. Schuele Vice President, Chief 9300 Ward Parkway Financial Officer and Kansas City, MO 64114 Treasurer and Director Richard J. Markham Deputy Head of the 9300 Ward Parkway Pharmaceutical Division Kansas City, MO 64114 of Hoechst AG and Director of HMRI Jean-Pierre Godard Head of the Pharma- Hoechst AG (France) ceuticals Division of 65926 Frankfurt Main Hoechst AG and President Germany of the Board of Roussel Uclaf; Director of HMRI Karl-Gerhard Seifert, Member of the Board of Hoechst AG Ph.D. (Germany) Management; Pharmaceuti- 65926 Frankfurt Main cal and Diagnostics Germany Divisions; Schwarzkopf of Hoechst AG and Director of HMRI James P. Mitchum Vice President, Finance 9300 Ward Parkway and Administration, Kansas City, MO 64114 and Controller Richard J. Bailey, Vice President, Human 9300 Ward Parkway Jr., Ph.D. Resources and Corporate Kansas City, MO 64114 Relations Kirk R. Schueler Vice President, U. S. 9300 Ward Parkway Commercial Director Kansas City, MO 64114 Charles A. Portwood Vice President, 9300 Ward Parkway Operations Kansas City, MO 64114 14 William K. Hoskins Vice President, 9300 Ward Parkway General Counsel Kansas City, MO 64114 and Corporate Secretary EX-99 4 99.G DIRECTORS AND OFFICERS OF HOECHST AG & CORP. 15 EXHIBIT 99.G CERTAIN INFORMATION RELATING TO DIRECTORS AND EXECUTIVE OFFICERS 1. Directors and Executive Officers of Hoechst AG. ----------------------------------------------- The following table sets forth the name, business address, present principal occupation or employment of each member of the Supervisory Board and the Board of Management (substantially the same as directors and executive officers) of Hoechst AG. All of the members of the Supervisory Board and the Board of Management are citizens of Germany except for Messrs. Furgler, Hussain, and Drew who are citizens of Switzerland, Kuwait and the United States, respectively. Unless otherwise indicated, the business address of each of the individuals named below is Hoechst AG, 65926 Frankfurt Main, Germany, and each occupation set forth opposite the individual's name refers to employment with Hoechst AG. Name and Business Address Principal Present Occupation - ------------------------- ---------------------------- SUPERVISORY BOARD Erhard Bouillon Chairman of the Supervisory Board Willi Esser Mechanic; Member of the Central Works Council of Hoechst AG Dr. -Ing. E.h. Member of the Supervisory Board Werner H. Dieter Mannesmann AG Postfach 10 36 41 40027 Dusseldorf Germany Dietrich-Kurt Frowein Member of the Board of Management of Commerzbank AG Commerzbank AG Postfach 10 05 05 60005 Frankfurt am Main Germany Dr. iur. Dr. h.c. mult. Member of the Supervisory Board Kurt Furgler DoufourstraBe 34 Scoitzerland CH-9000 St. Gallen Switzerland Prof. Dr. rer. nat. Member of the Supervisory Board Dr. -Ing. E.h. Heinz Harnisch Jugen Hilger Member of the Central Works Council of Hoechst AG Dr. rer. nat. Graduate Chemist; Chairman of Ingolf Hornke the Senior Executives' Committee of Hoechst AG 16 Hani Abdul-Aziz Hussain Managing Director - Marketing Petrochemical Kuwait Petroleum Corp. Industries Co. (K.S.C.), Kuwait P.O. Box 26565 Safat -- Kuwait Hermann-Heinz Konrad Graduate Engineer; Deputy Chairman of the Senior Executives' Committee of Hoechst AG Rainer Kumlehn Electrician; Regional Head of the IG Chemie- IG Chemie-Papier Papier-Keramik Hessen Keramik Hessen Wilhelm-Lerner-StraBe 69-7 60329 Frankfurt am Main Germany Prof. Dr. rer. nat. University of Konstanz; Biology Department Dr. rer. nat. h.c. Hubert Markl HollanderstraBe 22 78465 Konstanz Germany Juergen Sarrazin Chairman of the Board of Managing Directors Dresdner Bank AG of Dresdner Bank AG Jergen-Ponto Platz D-60301 frankfurt am Main Germany Egon Schaefer Electrician; Deputy Chairman of IG Chemie- IG Chemie-Papier-Keramik Papier-Keramik Postfach 30 30030 Hannover Germany Dr. jur. Chairman of the Board of Management of Hans-Juergen Schinzler Muenchener Ruckversicherungs-Gesellschaft Muenchener Ruckversicherungs-Gesellschaft 80791 Munchen Germany Konrad Starnecker Skilled Chemical Plant Operative; Member of Furstbert 1 the Central Works Council of Hoechst AG 84556 Kastl, Kr. Altotting Germany Wolfgang Vetter Fitter; Member of the Central Germany Works LinkstraBe 1 Council of Works Council of Hoechst AG 65933 Frankfurt am Main Kurt F. Viermetz Vice Chairman of J.P. Morgan & Co. Inc. J.P. Morgan & Co. Inc. 60 Wall Street New York, New York 10260-0060 17 Arnold Weber Chairman of the Central Works Council of Rauenthaler 31 Hoechst AG 60529 Frankfurt am Main Germany Adam Wegehingel Member of the Central Works Council of Hoechst AG Hoechst AG Werk Gersthofen Adolph von Baeyer Str. 3 866369 Gersthofen Germany BOARD OF MANAGEMENT Juergen Dormann Chairman of the Board of Management Dr. Ernest H. Drew, Ph.D. Member of the Board of Management; Chemicals, Specialty Chemicals, Technical Polymers Divisions Prof. Dr. rer. nat. Member of the Board of Management; Utz-Hellmuth Felcht Director of Personnel; Research; Herberts, SGL Carbon, Hoechst CeramTec Dr. jur. Martin Fruehauf Member of the Board of Management; Finance and Accounts, Legal Matters, Patents, Taxes, Insurance Dr. rer. pol. Deputy Chairman of the Board of Management; Guenter Metz Fibres and Fibre Intermediates, Plastics and Films Divisions; the Americas Dipl. -Kfm. Member of the Board of Management; Justus Mische Europe, Africa; Materials Management Dr. rer. nat. Member of the Board of Management; Karl-Gerhard Seifert Pharmaceutical and Diagnostics Divisions; Schwarzkopf Dr. -Ing. Member of the Board of Management; Messer Ernst Schadow Griesheim, Uhde; Engineering and Environmental Protection; Hoechst Site Dipl.-Ing. Member of the Board of Management; Asia; Horst Waesche AgrEvo; Hoechst Veterinar; Informatics and Communication 2. Directors and Executive Officers of Hoechst Corporation. -------------------------------------------------------- The following table sets forth the name and present principal occupation or employment of each director and executive officer of Hoechst Corporation. All such directors and officers are citizens of the United States, except Messrs. Engels, Felcht, Fruehauf, Metz, Schmieder, Seifert and Warning who are citizens of Germany. The business address of Messrs. Benz, Engels, Kennedy, Harris, Schmieder and Warning is Hoechst Celanese Corporation ("HCC"), Route 202-206, P.O. Box 2500, Somerville, New Jersey 08876-1258, and the business address of Messrs. Drew, Felcht, Fruehauf, Metz and Seifert is Hoechst AG, 65926 Frankfurt Main, Germany. 18 Name/Position with Parent Principal Present Occupation - ------------------------- ---------------------------- Harry R. Benz Senior Vice President - Finance, Director, Secretary and Chief Financial Officer and Director - HCC Treasurer Dr. Ernest H. Drew, Ph.D. See "Directors and Executive Officers of Director Hoechst AG" Karl G. Engels President, Chief Executive Officer and Director Director - HCC Prof. Dr. rer. nat. Utz- See "Directors and Executive Officers of Hellmuth Felcht Hoechst AG" Director Dr. jur. Martin Fruehauf See "Directors and Executive Officers of Director Hoechst AG" Thomas F. Kennedy Executive Vice President and Director - HCC Director William B. Harris Senior Vice President and Director - HCC Director Dr. rer. pol. See "Directors and Executive Officers of Guenter Metz Hoechst AG" Chairman of the Board and President Dr. Klaus Schmieder Vice President and Treasurer - HCC Assistant Treasurer Dr. rer. nat. Karl-Gerhard See "Directors and Executive Officers of Seifert Hoechst AG" Director Dr. Klaus Warning Vice President and Director - HCC Director -----END PRIVACY-ENHANCED MESSAGE-----