-----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, BIjQ6eBIawZPweh0HhCLQQcs0ZVV7mToltSodkKTDa3VQHnHsDVty/bcW5sdewq7 laO3s+dPxmPeQXDMEnX8oQ== 0000893750-99-000251.txt : 19990524 0000893750-99-000251.hdr.sgml : 19990524 ACCESSION NUMBER: 0000893750-99-000251 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990521 GROUP MEMBERS: GLAXO GROUP LIMITED GROUP MEMBERS: GLAXO WELLCOME INC. GROUP MEMBERS: GLAXO WELLCOME INTERNATIONAL BV GROUP MEMBERS: GLAXO WELLCOME PLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIOCHEM PHARMA INC CENTRAL INDEX KEY: 0000867202 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 000000000 STATE OF INCORPORATION: E6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-45089 FILM NUMBER: 99631629 BUSINESS ADDRESS: STREET 1: 275 ARMAND-FRAPPIER BLVD CITY: LAVAL QUEBEC STATE: E6 BUSINESS PHONE: 5146811744 MAIL ADDRESS: STREET 1: 275 ARMAND FRAPPIER BLVD CITY: LAVAL QUEBEC STATE: E6 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GLAXO WELLCOME PLC CENTRAL INDEX KEY: 0000944737 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: BERKELEY SQUARE CITY: LONDON STATE: X0 ZIP: 00000 MAIL ADDRESS: STREET 1: SIMPSON THACHER & BARTLETT STREET 2: 99 BISHOPSGATE CITY: LONDON STATE: X0 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No.2) BIOCHEM PHARMA INC. - ------------------------------------------------------------------------------ (Name of Issuer) Common Shares, Without Par Value - ------------------------------------------------------------------------------ (Title of Class of Securities) 09058T 10 8 - ------------------------------------------------------------------------------ (CUSIP Number) Stephen Cowden Glaxo Wellcome plc Glaxo Wellcome House, Berkeley Avenue, Greenford, Middlesex Ub6 0NN, England 011-44-171-408-8706 ______________________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) with copies to: Rhett Brandon Simpson Thacher & Bartlett 425 Lexington Avenue New York, NY 10017-3954 212-455-2000 May 12, 1999 - ---------------------------------------------------------------------------- (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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) 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).// -2- SCHEDULE 13D CUSIP No. 09058T 10 8 Page 2 of 14 Pages ---------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Glaxo Wellcome plc 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ / (b)/ / Joint Filing 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 England 7 SOLE VOTING POWER NUMBER OF SHARES 13,316,908 Shares BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH Not applicable REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 13,316,908 Shares 10 SHARED DISPOSITIVE POWER Not applicable 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,316,908 Shares -3- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.22% 14 TYPE OF REPORTING PERSON* HC, CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION -4- SCHEDULE 13D CUSIP No. 09058T 10 8 Page 3 of 14 Pages ------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Glaxo Group Limited 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ / (b)/ / Joint Filing 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 England 7 SOLE VOTING POWER NUMBER OF SHARES 13,316,908 Shares BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH Not applicable REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 13,316,908 Shares 10 SHARED DISPOSITIVE POWER Not applicable 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,316,908 Shares -5- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.22% 14 TYPE OF REPORTING PERSON* HC, CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION -6- SCHEDULE 13D CUSIP No. 09058T 10 8 Page 4 of 14 Pages ------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Glaxo Wellcome International BV 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / Joint Filing 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 The Netherlands 7 SOLE VOTING POWER NUMBER OF SHARES 13,316,908 Shares BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH Not applicable REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 13,316,908 Shares 10 SHARED DISPOSITIVE POWER Not applicable 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,316,908 Shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / -7- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.22% 14 TYPE OF REPORTING PERSON* HC, CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION -8- SCHEDULE 13D CUSIP No. 09058T 10 8 Page 5 of 14 Pages ------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Glaxo Wellcome Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / Joint Filing 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 Ontario, Canada 7 SOLE VOTING POWER NUMBER OF SHARES 13,316,908 Shares BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH Not applicable REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 13,316,908 Shares 10 SHARED DISPOSITIVE POWER Not applicable 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,316,908 Shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / -9- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.22 % 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION -10- Item 1. Security and Issuer. ------ ------------------- This statement on Schedule 13D (the "Schedule 13D") relates to the common shares, without par value (the "Common Stock") of BioChem Pharma, Inc., an Ontario corporation ("BioChem"). BioChem's principal offices are located at 275 Armand-Frappier Blvd, Laval, Quebec, Canada H7V 4A7. Item 2. Identity and Background. ------ ----------------------- (a) - (c) and (f) This Schedule 13D is filed jointly by (i) Glaxo Wellcome Inc. (formerly known as "Glaxo Canada Inc."), (ii) Glaxo Wellcome International BV, (iii) Glaxo Group Limited and (iv) Glaxo Wellcome plc. The foregoing persons shall collectively be referred to herein as the "Glaxo Reporting Persons". The agreement among the Glaxo Reporting Persons relating to the joint filing of this Schedule 13D is attached as Exhibit 1 hereto. Glaxo Wellcome plc is an English public limited company and, together with all its subsidiaries and joint ventures/associated undertakings, constitutes a major global pharmaceutical group (the "Glaxo Group") engaged in the creation and discovery, development, manufacture and marketing of prescription and non-prescription medicines. Glaxo Wellcome plc owns directly 100% of Glaxo Group Limited, which in turn owns 100% of Glaxo Wellcome International BV, which in turn owns 100% of Glaxo Wellcome Inc. Glaxo Wellcome plc has its principal executive offices at Glaxo Wellcome House, Berkeley Avenue, Greenford, Middlesex UB6 0NN, England. Glaxo Group Limited is organized under the laws of England. It is a holding company for the Glaxo Group. Glaxo Group Limited's principal office is located at Glaxo Wellcome House, Berkeley Avenue, Greenford, Middlesex UB6 0NN, England. Glaxo Wellcome International BV is organized under the laws of The Netherlands. It is a holding company for the Glaxo Group. Glaxo Wellcome International BV's principal office is located at Huist ter Heideweg 62, 3705 LZ, Zeist, The Netherlands. Glaxo Wellcome Inc. is organized under the laws of the Province of Ontario, Canada. Its principal business is the research, development, manufacturing and sale of ethical pharmaceutical products in Canada. Glaxo Wellcome Inc.'s principal office is located at 7333 Mississauga Road North, Mississauga, Ontario, Canada L5N 6L4. -11- The name, business address, present principal occupation, and citizenship of the executive officers and directors of each of Glaxo Reporting Persons are set forth in Appendix A hereto, which is incorporated by reference herein. (d) and (e) During the last five years, none of Glaxo Reporting Persons or, to the best of their knowledge, the executive officers and directors set forth in Appendix A hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he or she was or is 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 violation with respect to such laws. Information with respect to each of the Glaxo Reporting Persons is given solely by such Glaxo Reporting Person and no Glaxo Reporting Person has the responsibility for the accuracy or completeness of information supplied by another Glaxo Reporting Person. Item 3. Source and Amount of Funds or Other Consideration. ------ ------------------------------------------------- Not applicable -- sale of securities. Item 4. Purpose of Transaction. ------ ---------------------- On May 12, 1999, Glaxo Wellcome Inc. sold 2,534,000 shares of the Common Stock of BioChem in the Nasdaq National Market at a price of $20 per share. The disposition of these shares of Common Stock was made for investment purposes only. ITEM 5. Interest in Securities of the Issuer. ------ ------------------------------------ (a) and (b) As of May 3, 1999, based upon information set forth in the 1999 Management Proxy Circular of BioChem, there were 108,992,890 shares of Common Stock of BioChem outstanding. The Common Stock ownership percentages set forth below are based on this number of shares. Pursuant to Rule 13d-3(a) under the Exchange Act, Glaxo Wellcome plc, Glaxo Group Limited and Glaxo Wellcome International BV may be deemed to be the indirect beneficial owners of 13,316,908 shares of Common Stock of BioChem held directly by Glaxo Wellcome Inc. as of May 13, 1999, which represent approximately 12.22 % of the outstanding shares of Common Stock of BioChem. To the best knowledge of the Glaxo -12- Reporting Persons, no executive officer or director of the Glaxo Reporting Persons, owns any shares of the Common Stock of BioChem. As of the date of this Schedule 13D, Glaxo Wellcome plc was the beneficial owner of 13,316,908 shares of Biochem Common Stock, representing approximately 12.22 % of the outstanding shares of Common Stock of BioChem. Glaxo Wellcome plc has the sole power to vote or direct the vote and to dispose or direct the disposition of all such shares of Biochem Common Stock. As of the date of this Schedule 13D, Glaxo Group Limited was the beneficial owner of 13,316,908 shares of Biochem Common Stock, representing approximately 12.22 % of the outstanding shares of Common Stock of BioChem. Glaxo Group Limited has the sole power to vote or direct the vote and to dispose or direct the disposition of all such shares of Biochem Common Stock. As of the date of this Schedule 13D, Glaxo Wellcome International BV was the beneficial owner of 13,316,908 shares of BioChem Common Stock, representing approximately 12.22 % of the outstanding shares of Common Stock of BioChem. Glaxo Wellcome International BV has the sole power to vote or direct the vote and to dispose or direct the disposition of all such shares of Biochem Common Stock. As of the date of this Schedule 13D, Glaxo Wellcome Inc. was the beneficial owner of 13,316,908 shares of Biochem Common Stock, representing approximately 12.22 % of the outstanding shares of Common Stock of BioChem. Glaxo Wellcome Inc. has the sole power to vote or direct the vote and to dispose or direct the disposition of all such shares of Biochem Common Stock. (c) To the best knowledge of each of the Glaxo Reporting Persons, none of the Glaxo Reporting Persons effected any transactions in the Common Stock of BioChem in the past 60 days other than as described under Item 4 above. (d) To the best knowledge of each of the Glaxo Reporting Persons, no person, other than the Glaxo Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock of BioChem beneficially owned by the Glaxo Reporting Persons. (e) Not applicable. -13- ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. ------ ------------------------------------------------------- Except as set forth herein, none of the Glaxo Reporting Persons or, to the best of their knowledge, the executive officers and directors set forth in Appendix A hereto, is a party to any contract, arrangement, understanding or relationship (legal or otherwise) among the persons named in Item 2 above and between such persons and any person with respect to any securities of BioChem, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power such securities. ITEM 7. Material to be Filed as Exhibits. ------ -------------------------------- Exhibit 1 -- Joint Filing Agreement among Glaxo Wellcome plc, Glaxo Group Limited, Glaxo Wellcome International BV and Glaxo Wellcome Inc. -14- 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. Date: May 19, 1999 GLAXO WELLCOME PLC By: /s/ Jeremy Strachan ----------------------------- Name: Jeremy Strachan Title: Executive Director -15- APPENDIX A TO ITEM 2 OF SCHEDULE 13D Glaxo Wellcome plc
Name and Position Business Address Present Principal Citizenship Occupation Sir Richard Sykes DSc, FRS; Glaxo Wellcome plc Chairman and Executive United Kingdom Chairman and Executive Glaxo Wellcome House Director of Glaxo Director Berkeley Avenue, Greenford, Wellcome plc Middlesex UB6 0NN, England Sir Roger Hurn; Deputy General Electric Company plc, One Chairman of the General United Kingdom Chairman and Non-Executive Bruton Street, Electric Company plc Director London WIX 8AQ, England (utilities company) Robert Ingram; Executive Glaxo Wellcome Inc. Chief Executive Officer United States Director Five Moores Drive and Executive Director of P.O. Box 13398, Research Triangle Glaxo Wellcome plc Park, N.C. 27709, U.S.A. Dr Michele Barzach; Non- Michele Barzach Sante, 2 Rue Health Strategy France Executive Director Cognacq- Jay, 7500 Paris, France Consultant of Michele Barzach Sante (health consulting company) Derek Bonham; Texas Utilities Company Director of Texas United Kingdom Non-Executive Director 150 Brompton Road Utilities Company London SW3 lHX, England (utilities company) James Cochrane; Executive Glaxo Wellcome plc Executive Director of United Kingdom Director Glaxo Wellcome House Glaxo Wellcome plc, Berkeley Avenue, Greenford, responsible for Europe, Middlesex UB6 0NN, England Middle East and Africa John Coombe; Executive Glaxo Wellcome plc Executive Director of United Kingdom Director Glaxo Wellcome House Glaxo Wellcome plc, Berkeley Avenue, Greenford, responsible for Finance Middlesex UB6 0NN, England and Investor Relations -16- Peter Job; Reuters Group plc, 85 Fleet Street, Chief Executive Officer United Kingdom Non-Executive Director London EC4P 4AJ, England of Reuters Group plc (information services) Professor Arthur Li; Non- The Chinese University of Hong Kong, Vice-Chancellor of the United Kingdom Executive Director Shatin, New Territories, Hong Kong Chinese University of Hong Kong (university) John McArthur; Harvard Business School Fowler 32, Dean of the Harvard Canada Non-Executive Director Soldiers Field Boston, MA 02163, Business School U.S.A. (university) Dr James Niedel; Executive Glaxo Wellcome plc Executive Director of United States Director Glaxo Wellcome House Glaxo Wellcome plc, Berkeley Avenue, Greenford, responsible for Science Middlesex UB6 0NN, England and Technology Dr Ronaldo Schmitz; Non- Deutsche Bank AG, A Member of the Board of Germany Executive Director 6 Bishopsgate, London EC2N 4DA, Managing Directors of England Deutsche Bank AG (investment banking) Professor Sir Richard Oxford University, Zoology Professor of Oxford United Kingdom Southwood FRS, Hon. FRCP; Department, South Parks Road, University (university) Non-Executive Director Oxford, OXl 3PS, England Jeremy Strachan; Executive Glaxo Wellcome plc Executive Director Legal United Kingdom Director Glaxo Wellcome House & Public Affairs and Berkeley Avenue, Greenford, Business Development of Middlesex UB6 0NN, England Glaxo Wellcome plc Stephen Cowden; Company Glaxo Wellcome plc Company Secretary of United Kingdom Secretary Glaxo Wellcome House Glaxo Wellcome plc Berkeley Avenue, Greenford, Middlesex UB6 0NN, England Glaxo Group Limited Sir Richard Sykes DSc, FRS; Glaxo Wellcome plc Chairman and Executive United Kingdom Chairman Glaxo Wellcome House, Director of Glaxo Berkeley Avenue, Greenford, Wellcome plc Middlesex UB6 0NN, England John Coombe; Glaxo Wellcome plc Executive Director of United Kingdom Director Glaxo Wellcome House Glaxo Wellcome plc, Berkeley Avenue, Greenford, responsible for Finance Middlesex UB6 0NN, England and Investor Relations -17- Jeremy Strachan; Glaxo Wellcome plc Executive Director Legal United Kingdom Director Glaxo Wellcome House and Public Affairs and Berkeley Avenue, Greenford, Business Development of Middlesex UB6 0NN, England Glaxo Wellcome plc James Cochrane; Glaxo Wellcome plc Executive Director of United Kingdom Director Glaxo Wellcome House Glaxo Wellcome plc, Berkeley Avenue, Greenford, responsible for Europe, Middlesex UB6 0NN, England Middle East and Africa Stephen Cowden; Company Glaxo Wellcome plc Company Secretary of United Kingdom Secretary Glaxo Wellcome House Glaxo Wellcome plc Berkeley Avenue, Greenford, Middlesex UB6 0NN, England Glaxo Wellcome International BV John Coombe; Glaxo Wellcome plc, Executive Director of United Kingdom Director Glaxo Wellcome House, Glaxo Wellcome plc, Berkeley Avenue, Greenford, responsible for Finance Middlesex UB6 0NN, England and Investor Relations James Cochrane; Glaxo Wellcome plc, Executive Director of United Kingdom Director Glaxo Wellcome House, Glaxo Wellcome plc, Berkeley Avenue, Greenford, responsible for Europe, Middlesex UB6 0NN, England Middle East and Africa Onno Rethmeier; Glaxo Wellcome International BV, Director of Glaxo The Netherlands Director Huis ter Heideweg 62, 3705 LZ, Wellcome International BV Zeist, The Netherlands Sierd Keimpe Roosjen; Glaxo Wellcome plc, Glaxo Wellcome Area The Netherlands Director Glaxo Wellcome House, Director responsible for Berkeley Avenue, Greenford, Northern Europe Middlesex UB6 0NN, England Glaxo Wellcome Inc. Paul Lucas; Glaxo Wellcome Inc., President and CEO of Canada President and Chief 7333 Mississauga Road North, Glaxo Wellcome Inc. Executive Officer Mississauga, Ontario, Canada Paul L'Archeveque; Glaxo Wellcome Inc., Director of Glaxo Canada Director 7333 Mississauga Road North, Wellcome Inc. Mississauga, Ontario, Canada -18- Raymond Castonguay; Director Glaxo Wellcome Inc., Director of Glaxo Canada 7333 Mississauga Road North, Wellcome Inc. Mississauga, Ontario, Canada Kenneth Lendrum; Director Glaxo Wellcome Inc., Director of Glaxo Canada 7333 Mississauga Road North, Wellcome Inc. Mississauga, Ontario, Canada Dr. Michael Levy; Director Glaxo Wellcome Inc., Director of Glaxo Canada 7333 Mississauga Road North, Wellcome Inc. Mississauga, Ontario, Canada Karin Huber-Levy; Corporate Glaxo Wellcome Inc., Corporate Secretary of Canada Secretary 7333 Mississauga Road North, Glaxo Wellcome Inc. Mississauga, Ontario, Canada
| -19- EXHIBIT 1 TO SCHEDULE 13D JOINT FILING AGREEMENT Each of the undersigned hereby agrees and consents that the Schedule 13D filed herewith (this "Schedule 13D") by Glaxo Wellcome plc is filed on behalf of each of them pursuant to the authorization of each of them to Glaxo Wellcome plc to make such filing and that such Schedule 13D is filed jointly on behalf of each of them, pursuant to Sections 13(d) and 13(g) of the U.S. Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder. Each of these persons is not responsible for the completeness or accuracy of the information concerning the other persons making this filing unless such person knows or has reason to believe that such information is inaccurate. This agreement may be signed in counterparts. GLAXO WELLCOME PLC GLAXO GROUP LIMITED By: /s/ Jeremy Strachan By: /s/ Stephen Cowden ---------------------------- ---------------------------- Name: Jeremy Strachan Name: Stephen Cowden Title: Executive Director Title: Company Secretary GLAXO WELLCOME INTERNATIONAL BV GLAXO WELLCOME INC. By: /s/ John Coombe By: /s/ Karin Huber-Levy --------------------------- ---------------------------- Name: John Coombe Name: Karin Huber-Levy Title: Director Title: Company Secretary -20- -----END PRIVACY-ENHANCED MESSAGE-----