-----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, PrbCHgvXY1kXsgfUl9Y/BDsuHWDmKA7DmiYDGKKMdyeXilavS+ny9wCQIy4x4Shp h3nCfCnZ6uxj+z7iXJvZMg== 0000891836-02-000243.txt : 20020507 0000891836-02-000243.hdr.sgml : 20020507 ACCESSION NUMBER: 0000891836-02-000243 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020507 GROUP MEMBERS: G.D. SEARLE LLC GROUP MEMBERS: MONSANTO ITALIANA S.P.A. GROUP MEMBERS: PHARMACIA &UPJOHNCOMPANY GROUP MEMBERS: PHARMACIA &UPJOHNS.P.A. GROUP MEMBERS: PHARMACIA AB GROUP MEMBERS: PHARMACIA CORPORATION GROUP MEMBERS: PHARMACIA HOLDINGS B.V. GROUP MEMBERS: PHARMACIA ITALIA S.P.A. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MIRAVANT MEDICAL TECHNOLOGIES CENTRAL INDEX KEY: 0000933745 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 770222872 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48256 FILM NUMBER: 02636754 BUSINESS ADDRESS: STREET 1: 336 BOLLAY DRIVE CITY: SANTA BARBARA STATE: CA ZIP: 93117 BUSINESS PHONE: 8056859880 MAIL ADDRESS: STREET 1: 336 BOLLAY DRIVE CITY: SANTA BARBARA STATE: CA ZIP: 93117 FORMER COMPANY: FORMER CONFORMED NAME: PDT INC /DE/ DATE OF NAME CHANGE: 19941214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PHARMACIA & UPJOHN INC CENTRAL INDEX KEY: 0000949573 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 980155411 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 100 ROUTE 206 N CITY: PEAPACK STATE: NJ ZIP: 07977 BUSINESS PHONE: 8887685501 MAIL ADDRESS: STREET 1: 7000 PORTGAGE ROAD CITY: KALAMAZOO STATE: MI ZIP: 49001 SC 13D/A 1 sc0143-02.htm AMENDMENT NO. 9 Schedule 13D - Amendment No. 8
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
 

Miravant Medical Technologies
(Name of Issuer)
 
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
 
69329P103
(CUSIP Number)
 
Richard T. Collier
Senior Vice President
and General Counsel
Pharmacia Corporation
100 Route 206 North
Peapack, New Jersey 07977
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
 
May 6, 2002
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  [_].

Note:     Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 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).

SEC 1746(12-91)

SCHEDULE 13D/A
  
CUSIP No.  69329P103      Page 2  of 14 Pages
  
1 NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

          Pharmacia AB
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  [   ]
(b)  [   ]
3 SEC USE ONLY
  
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)

          WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [   ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION

          Sweden
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 SOLE VOTING POWER
          913,533
8 SHARED VOTING POWER
          -0-
9 SOLE DISPOSITIVE POWER
          913,533
10 SHARED DISPOSITIVE POWER
          -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          913,533
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [   ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          4.8%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

          CO

SCHEDULE 13D/A
  
CUSIP No.  69329P103      Page 3  of 14 Pages
  
1 NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

          Pharmacia & Upjohn S.p.A.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  [   ]
(b)  [   ]
3 SEC USE ONLY
  
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)

          WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [   ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION

          Italy
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 SOLE VOTING POWER
          553,533
8 SHARED VOTING POWER
          -0-
9 SOLE DISPOSITIVE POWER
          553,533
10 SHARED DISPOSITIVE POWER
          -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          553,533
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [   ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          2.9%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

          CO

SCHEDULE 13D/A
  
CUSIP No.  69329P103      Page 4  of 14 Pages
  
1 NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

          Pharmacia & Upjohn Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  [   ]
(b)  [   ]
3 SEC USE ONLY
  
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)

          WC, AF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [   ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION

          Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 SOLE VOTING POWER
          678,534
8 SHARED VOTING POWER
          -0-
9 SOLE DISPOSITIVE POWER
          678,534
10 SHARED DISPOSITIVE POWER
          -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          678,534
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [   ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          3.5%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

          CO

SCHEDULE 13D/A
  
CUSIP No.  69329P103      Page 5  of 14 Pages
  
1 NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

          Pharmacia Holdings B.V.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  [   ]
(b)  [   ]
3 SEC USE ONLY
  
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)

          AF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [   ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION

          Netherlands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 SOLE VOTING POWER
          913,533
8 SHARED VOTING POWER
          -0-
9 SOLE DISPOSITIVE POWER
          913,533
10 SHARED DISPOSITIVE POWER
          -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          913,533
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [   ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          4.8%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

          OO

SCHEDULE 13D/A
  
CUSIP No.  69329P103      Page 6  of 14 Pages
  
1 NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

          Pharmacia & Upjohn, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  [   ]
(b)  [   ]
3 SEC USE ONLY
  
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)

          AF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [   ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION

          Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 SOLE VOTING POWER
          1,038,534
8 SHARED VOTING POWER
          -0-
9 SOLE DISPOSITIVE POWER
          1,038,534
10 SHARED DISPOSITIVE POWER
          -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          1,038,534
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [   ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          5.4%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

          CO

SCHEDULE 13D/A
  
CUSIP No.  69329P103      Page 7  of 14 Pages
  
1 NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

          Pharmacia Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  [   ]
(b)  [   ]
3 SEC USE ONLY
  
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)

          AF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [   ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION

          Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 SOLE VOTING POWER
          1,038,534
8 SHARED VOTING POWER
          -0-
9 SOLE DISPOSITIVE POWER
          1,038,534
10 SHARED DISPOSITIVE POWER
          -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          1,038,534
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [   ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          5.4%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

          CO, HC

SCHEDULE 13D/A
  
CUSIP No.  69329P103      Page 8  of 14 Pages
  
1 NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

          Pharmacia Italia S.p.A.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  [   ]
(b)  [   ]
3 SEC USE ONLY
  
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)

          WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [   ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION

          Italy
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 SOLE VOTING POWER
          553,533
8 SHARED VOTING POWER
          -0-
9 SOLE DISPOSITIVE POWER
          553,533
10 SHARED DISPOSITIVE POWER
          -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          553,533
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [   ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          2.9%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

          CO

SCHEDULE 13D/A
  
CUSIP No.  69329P103      Page 9  of 14 Pages
  
1 NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

          Monsanto Italiana S.p.A.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  [   ]
(b)  [   ]
3 SEC USE ONLY
  
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)

          AF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [   ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION

          Italy
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 SOLE VOTING POWER
          553,533
8 SHARED VOTING POWER
          -0-
9 SOLE DISPOSITIVE POWER
          553,533
10 SHARED DISPOSITIVE POWER
          -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          553,533
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [   ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          2.9%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

          CO

SCHEDULE 13D/A
  
CUSIP No.  69329P103      Page 10  of 14 Pages
  
1 NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

          G.D. Searle LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  [   ]
(b)  [   ]
3 SEC USE ONLY
  
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)

          AF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [   ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION

          Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 SOLE VOTING POWER
          553,533
8 SHARED VOTING POWER
          -0-
9 SOLE DISPOSITIVE POWER
          553,533
10 SHARED DISPOSITIVE POWER
          -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          553,533
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [   ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          2.9%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

          OO

CUSIP Number:  69329P103 Page 11 of 14

        Pharmacia AB, a Swedish corporation (“Pharmacia AB”), Pharmacia & Upjohn S.p.A., an Italian corporation (“P&U S.p.A.”), Pharmacia & Upjohn Company, a Delaware corporation (“P&U Co.”), Pharmacia Holdings BV (formerly Pharmacia & Upjohn Holdings BV), a “check the box” entity incorporated in the Netherlands (“P&U BV”), and Pharmacia & Upjohn, Inc., a Delaware corporation (“P&U Inc.” and, collectively with Pharmacia AB, P&U S.p.A., P&U Co. and P&U BV, the “Original Reporting Persons”) and Pharmacia Corporation (formerly Monsanto Company), a Delaware corporation (“PHA”), Monsanto Italiana S.p.A., an Italian corporation (“Monsanto Italiana”), G.D. Searle LLC, a Delaware limited liability company (“Searle”), and Pharmacia Italia S.p.A., an Italian corporation (“Pharmacia Italia” and, collectively with PHA, Monsanto Italiana, Searle and the Original Reporting Persons, the “Reporting Persons”) hereby amend the report on Schedule 13D filed by the Original Reporting Persons and Pharmacia Treasury Services AB (formerly Pharmacia & Upjohn Treasury Services AB), a Swedish corporation (“Pharmacia Treasury”), on March 1, 1999 (the “Original Schedule 13D”), as amended by the reports filed by the Original Reporting Persons and Pharmacia Treasury on December 15, 1999 and by the Original Reporting Persons, Pharmacia Treasury and PHA on April 10, 2000, January 29, 2001 and June 1, 2001 and by the Reporting Persons and Pharmacia Treasury on March 15, 2002 and by the Reporting Persons on April 5, 2002, April 8, 2002 and April 17, 2002 (collectively with the Original Schedule 13D, the “Schedule 13D”), with respect to shares of Common Stock, par value $.01 per share (the “Shares”), of Miravant Medical Technologies (formerly PDT, Inc.), a Delaware corporation (“Miravant”), beneficially owned by them. Terms used but not defined herein have the meanings given such terms in the Schedule 13D.

ITEM 3.   Source and Amount of Funds or Other Consideration

Item 3 is amended to include the following:


CUSIP Number:  69329P103 Page 12 of 14

        On April 18, 2002, Pharmacia Italia sold 8,000 Shares of Miravant into the open market through a broker-dealer in reliance on Rule 144 of the Securities Act of 1933, as amended. Pharmacia Italia received net proceeds from such disposition of approximately $8,844 in cash.

        On April 23, 2002, Pharmacia Italia sold 5,000 Shares of Miravant into the open market through a broker-dealer in reliance on Rule 144 of the Securities Act of 1933, as amended. Pharmacia Italia received net proceeds from such disposition of approximately $4,995 in cash.

        On April 24, 2002, Pharmacia Italia sold 100,000 Shares of Miravant into the open market through a broker-dealer in reliance on Rule 144 of the Securities Act of 1933, as amended. Pharmacia Italia received net proceeds from such disposition of approximately $98,992 in cash.

        On April 25, 2002, Pharmacia Italia sold 3,000 Shares of Miravant into the open market through a broker-dealer in reliance on Rule 144 of the Securities Act of 1933, as amended. Pharmacia Italia received net proceeds from such disposition of approximately $3,025 in cash.

        On April 30, 2002, Pharmacia Italia sold 10,000 Shares of Miravant into the open market through a broker-dealer in reliance on Rule 144 of the Securities Act of 1933, as amended. Pharmacia Italia received net proceeds from such disposition of approximately $8,626 in cash.

        On May 1, 2002, Pharmacia Italia sold 20,000 Shares of Miravant into the open market through a broker-dealer in reliance on Rule 144 of the Securities Act of 1933, as amended. Pharmacia Italia received net proceeds from such disposition of approximately $15,379 in cash.

        On May 2, 2002, Pharmacia Italia sold 20,000 Shares of Miravant into the open market through a broker-dealer in reliance on Rule 144 of the Securities Act of 1933, as amended. Pharmacia Italia received net proceeds from such disposition of approximately $15,150 in cash.

         On May 3, 2002, Pharmacia Italia sold 20,000 Shares of Miravant into the open market through a broker-dealer in reliance on Rule 144 of the Securities Act of 1933, as amended. Pharmacia Italia received net proceeds from such disposition of approximately $14,602 in cash.

         On May 6, 2002, Pharmacia Italia sold 5,000 Shares of Miravant into the open market through a broker-dealer in reliance on Rule 144 of the Securities Act of 1933, as amended. Pharmacia Italia received net proceeds from such disposition of approximately $3,525 in cash.

ITEM 5.   Interest in Securities of the Issuer

Item 5 is amended as follows:

        (a)   The percentage interest held by each Reporting Person presented below is based on the number of Shares reported to be outstanding as of April 29, 2002 in Miravant’s Definitive Proxy Statement, filed April 30, 2002, as adjusted to give effect to the issuance of the Shares issued pursuant to the warrants held to Pharmacia AB in connection with the loans made to Miravant on June 9, 1999, December 13, 1999 and May 23, 2000 (the “Outstanding Shares”).

        P&U Co., as successor to Pharmacia, Inc., beneficially owns 678,534 Shares, representing approximately 3.5% of the Outstanding Shares.

        Pharmacia Italia beneficially owns 553,533 Shares, representing approximately 2.9% of the Outstanding Shares.

        Monsanto Italiana, P&U S.p.A, and Searle may each be deemed to beneficially own 553,533 Shares, representing approximately 2.9% of the Outstanding Shares.

        Pharmacia AB may be deemed to beneficially own 913,533 Shares, representing approximately 4.8% of the Outstanding Shares.

        P&U BV may be deemed to beneficially own 913,533 Shares, representing approximately 4.8% of the Outstanding Shares.

        P&U Inc. may be deemed to beneficially own 1,038,534 Shares, representing approximately 5.4% of the Outstanding Shares.

        PHA may be deemed to beneficially own 1,038,534 Shares, representing approximately 5.4% of the Outstanding Shares.


CUSIP Number:  69329P103 Page 13 of 14

SIGNATURE

        After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Dated:   May 7, 2002

   PHARMACIA AB
   By: /s/ Håkan Åström
     
      Name:
Title: 		Håkan Åström
President

   PHARMACIA & UPJOHN S.p.A.
   By: /s/ Francesco Granata
     
      Name:
Title: 		Francesco Granata
Managing Director

   PHARMACIA & UPJOHN COMPANY
   By: /s/ Don W. Schmitz
     
      Name:
Title: 		Don W. Schmitz
Secretary

   PHARMACIA & UPJOHN HOLDINGS B.V.
   By: /s/ Wim Kuiper
     
      Name:
Title: 		Wim Kuiper
Director

   PHARMACIA & UPJOHN, INC.
   By: /s/ Don W. Schmitz
     
      Name:
Title: 		Don W. Schmitz
Secretary


CUSIP Number:  69329P103 Page 14 of 14

   PHARMACIA CORPORATION
   By: /s/ Don W. Schmitz
     
      Name:
Title: 		Don W. Schmitz
Secretary

   PHARMACIA ITALIA S.P.A.
   By: /s/ Francesco Granata
     
      Name:
Title: 		Francesco Granata
Managing Director

   MONSANTO ITALIANA S.P.A.
   By: /s/ Emanuelle Barie
     
      Name:
Title: 		Emanuelle Barie
Director

   G.D. SEARLE LLC
   By: /s/ Judith A. Reinsdorf
     
      Name:
Title: 		Judith A. Reinsdorf
Secretary

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