-----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, Av5YxJdJz9IzDavIO5r27vsDPQ0pC+KnyLc4+wSZylbrUAVCJMffjwFugcNk6mgq nviTDA1kAqNpCvsCnaZW/Q== 0000950133-98-002700.txt : 19980724 0000950133-98-002700.hdr.sgml : 19980724 ACCESSION NUMBER: 0000950133-98-002700 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19980723 SROS: NONE GROUP MEMBERS: BB BIOTECH AG GROUP MEMBERS: BIOTECH FOCUS S.A. GROUP MEMBERS: BIOTECH GROWTH S.A. GROUP MEMBERS: BIOTECH INVEST S.A. GROUP MEMBERS: BIOTECH TARGET S.A. 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: 0131 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-45089 FILM NUMBER: 98670434 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: BB BIOTECH AG CENTRAL INDEX KEY: 0000924223 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: DC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O BAKER & MCKENZIE STREET 2: 815 CONNECTICUT AVENUE NW CITY: WASHINGTON STATE: DC ZIP: 20006 BUSINESS PHONE: 2028351882 MAIL ADDRESS: STREET 1: C/O BAKER & MCKENZIE STREET 2: 815 CONNECTICUT AVENUE NW CITY: WASHINGTON STATE: DC ZIP: 20006 SC 13D 1 SCHEDULE 13D RE: BIOCHEM PHARMA, INC. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* BIOCHEM PHARMA, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, NO PAR VALUE PER SHARE - -------------------------------------------------------------------------------- (Title of Class of Securities) 09058T108 - -------------------------------------------------------------------------------- (CUSIP Number) DR. DANIEL BUGMANN GRAFENAUWEG 4, 6301 ZUG CH/SWITZERLAND 011-41-41-724-5959 ------------------ COPY TO: DANIEL L. GOELZER, ESQ. BAKER & MCKENZIE 815 CONNECTICUT AVENUE, N.W. WASHINGTON, D.C. 20006 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications) MAY 23, 1996 - -------------------------------------------------------------------------------- (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 Sections 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 Section 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). 2 CUSIP No. 09058T108 - ------------------------------------------------------------------------------------------------------------------------------------ 1. Names of Reporting Persons. BB BIOTECH AG I.R.S. Identification Nos. of above persons (entities only). NOT APPLICABLE: FOREIGN CORPORATION - ------------------------------------------------------------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) (b) - ------------------------------------------------------------------------------------------------------------------------------------ 3. SEC Use Only - ------------------------------------------------------------------------------------------------------------------------------------ 4. Source of Funds WC - ------------------------------------------------------------------------------------------------------------------------------------ 5. Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) - ------------------------------------------------------------------------------------------------------------------------------------ 6. Citizenship or Place of Organization SWITZERLAND - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ Number of 7. Sole Voting Power 0 Shares Bene- --------------------------------------------------------------------------------------------------------- ficially Owned by 8. Shared Voting Power 6,872,500 Each --------------------------------------------------------------------------------------------------------- Reporting Person With 9. Sole Dispositive Power 0 --------------------------------------------------------------------------------------------------------- 10. Shared Dispositive Power 6,872,500 --------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------------ 11. Aggregate Amount Beneficially Owned by Each Person reporting Person 6,872,500 - ------------------------------------------------------------------------------------------------------------------------------------ 12. Check if the Aggregate Amount in Row (11) Excludes Certain shares - ------------------------------------------------------------------------------------------------------------------------------------ 13. Percent of Class Represented by amount in Row (11) 6.4% - ------------------------------------------------------------------------------------------------------------------------------------ 14. Type of Reporting Person HC, CO - ------------------------------------------------------------------------------------------------------------------------------------
PAGE 2 OF 14 3 CUSIP No. 09058T108 - ------------------------------------------------------------------------------------------------------------------------------------ 1. Names of Reporting Persons. BIOTECH FOCUS S.A. I.R.S. Identification Nos. of above persons (entities only). NOT APPLICABLE: FOREIGN CORPORATION - ------------------------------------------------------------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) (b) - ------------------------------------------------------------------------------------------------------------------------------------ 3. SEC Use Only - ------------------------------------------------------------------------------------------------------------------------------------ 4. Source of Funds AF - ------------------------------------------------------------------------------------------------------------------------------------ 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) - ------------------------------------------------------------------------------------------------------------------------------------ 6. Citizenship or Place of Organization PANAMA - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ Number of 7. Sole Voting Power 0 Shares Bene- --------------------------------------------------------------------------------------------------------- ficially Owned by 8. Shared Voting Power 6,872,500 Each --------------------------------------------------------------------------------------------------------- Reporting Person With 9. Sole Dispositive Power 0 --------------------------------------------------------------------------------------------------------- 10. Shared Dispositive Power 6,872,500 --------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------------ 11. Aggregate Amount Beneficially Owned by Each Person reporting Person 6,872,500 - ------------------------------------------------------------------------------------------------------------------------------------ 12. Check if the Aggregate Amount in Row (11) Excludes Certain shares - ------------------------------------------------------------------------------------------------------------------------------------ 13. Percent of Class Represented by amount in Row (11) 6.4% - ------------------------------------------------------------------------------------------------------------------------------------ 14. Type of Reporting Person CO - ------------------------------------------------------------------------------------------------------------------------------------
PAGE 3 OF 14 4 CUSIP No. 09058T108 - ------------------------------------------------------------------------------------------------------------------------------------ 1. Names of Reporting Persons. BIOTECH GROWTH S.A. I.R.S. Identification Nos. of above persons (entities only). NOT APPLICABLE: FOREIGN CORPORATION - ------------------------------------------------------------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) (b) - ------------------------------------------------------------------------------------------------------------------------------------ 3. SEC Use Only - ------------------------------------------------------------------------------------------------------------------------------------ 4. Source of Funds AF - ------------------------------------------------------------------------------------------------------------------------------------ 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) - ------------------------------------------------------------------------------------------------------------------------------------ 6. Citizenship or Place of Organization PANAMA - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ Number of 7. Sole Voting Power -0- Shares Bene- --------------------------------------------------------------------------------------------------------- ficially Owned by 8. Shared Voting Power -0- Each --------------------------------------------------------------------------------------------------------- Reporting Person With 9. Sole Dispositive Power -0- --------------------------------------------------------------------------------------------------------- 10. Shared Dispositive Power -0- --------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------------ 11. Aggregate Amount Beneficially Owned by Each Person reporting Person -0- - ------------------------------------------------------------------------------------------------------------------------------------ 12. Check if the Aggregate Amount in Row (11) Excludes Certain shares - ------------------------------------------------------------------------------------------------------------------------------------ 13. Percent of Class Represented by amount in Row (11) 0% - ------------------------------------------------------------------------------------------------------------------------------------ 14. Type of Reporting Person CO - ------------------------------------------------------------------------------------------------------------------------------------
PAGE 4 OF 14 5 CUSIP No. 09058T108 - ------------------------------------------------------------------------------------------------------------------------------------ 1. Names of Reporting Persons. BIOTECH INVEST S.A. I.R.S. Identification Nos. of above persons (entities only). NOT APPLICABLE: FOREIGN CORPORATION - ------------------------------------------------------------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) (b) - ------------------------------------------------------------------------------------------------------------------------------------ 3. SEC Use Only - ------------------------------------------------------------------------------------------------------------------------------------ 4. Source of Funds AF - ------------------------------------------------------------------------------------------------------------------------------------ 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) - ------------------------------------------------------------------------------------------------------------------------------------ 6. Citizenship or Place of Organization PANAMA - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ Number of 7. Sole Voting Power -0- Shares Bene- --------------------------------------------------------------------------------------------------------- ficially Owned by 8. Shared Voting Power -0- Each --------------------------------------------------------------------------------------------------------- Reporting Person With 9. Sole Dispositive Power -0- --------------------------------------------------------------------------------------------------------- 10. Shared Dispositive Power -0- --------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------------ 11. Aggregate Amount Beneficially Owned by Each Person reporting Person -0- - ------------------------------------------------------------------------------------------------------------------------------------ 12. Check if the Aggregate Amount in Row (11) Excludes Certain shares - ------------------------------------------------------------------------------------------------------------------------------------ 13. Percent of Class Represented by amount in Row (11) 0% - ------------------------------------------------------------------------------------------------------------------------------------ 14. Type of Reporting Person CO - ------------------------------------------------------------------------------------------------------------------------------------
PAGE 5 OF 14 6 CUSIP No. 09058T108 - ------------------------------------------------------------------------------------------------------------------------------------ 1. Names of Reporting Persons. BIOTECH TARGET S.A. I.R.S. Identification Nos. of above persons (entities only). NOT APPLICABLE: FOREIGN CORPORATION - ------------------------------------------------------------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) (b) - ------------------------------------------------------------------------------------------------------------------------------------ 3. SEC Use Only - ------------------------------------------------------------------------------------------------------------------------------------ 4. Source of Funds AF - ------------------------------------------------------------------------------------------------------------------------------------ 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) - ------------------------------------------------------------------------------------------------------------------------------------ 6. Citizenship or Place of Organization PANAMA - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ Number of 7. Sole Voting Power -0- Shares Bene- --------------------------------------------------------------------------------------------------------- ficially Owned by 8. Shared Voting Power -0- Each --------------------------------------------------------------------------------------------------------- Reporting Person With 9. Sole Dispositive Power -0- --------------------------------------------------------------------------------------------------------- 10. Shared Dispositive Power -0- --------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------------ 11. Aggregate Amount Beneficially Owned by Each Person reporting Person -0- - ------------------------------------------------------------------------------------------------------------------------------------ 12. Check if the Aggregate Amount in Row (11) Excludes Certain shares - ------------------------------------------------------------------------------------------------------------------------------------ 13. Percent of Class Represented by amount in Row (11) 0% - ------------------------------------------------------------------------------------------------------------------------------------ 14. Type of Reporting Person CO - ------------------------------------------------------------------------------------------------------------------------------------
PAGE 6 OF 14 7 ITEM 1. SECURITY AND ISSUER This statement relates to the Common Stock, no par value per share, (the "Common Stock") of Biochem Pharma, Inc. ("Biochem Pharma"). Biochem Pharma's principal executive offices are located at 275 Frappier Boulevard, Laval, Quebec, Canada H7V 4A7. ITEM 2. IDENTITY AND BACKGROUND This statement is filed jointly by BB Biotech AG ("BB Biotech"), Biotech Focus S.A. ("Biotech Focus"), Biotech Growth S.A. (Biotech Growth"), Biotech Invest S.A. (Biotech Invest ") and Biotech Target S.A. ("Biotech Target"). Biotech Focus, Biotech Growth, Biotech Invest, and Biotech Target are each wholly-owned subsidiaries of BB Biotech. BB Biotech is a holding company incorporated in Switzerland. BB Biotech's business address is Vordergasse 3, 8200 Schaffhausen, CH/Switzerland. BB Biotech invests in companies involved in the development, production, and distribution of pharmaceuticals and other products based on biotechnology. BB Biotech is publicly traded on the Swiss Stock Exchange and the Frankfurt Stock Exchange. Biotech Focus is a wholly-owned subsidiary of BB Biotech incorporated in the Republic of Panama. Biotech Focus's business address is Swiss Bank Tower, Panama 1, Republic of Panama. The principal business of Biotech Focus is to invest in companies in the biotechnology sector. Biotech Growth is a wholly-owned subsidiary of BB Biotech incorporated in the Republic of Panama. Biotech Growth's business address is Swiss Bank Tower, Panama 1, Republic of Panama. The principal business of Biotech Growth is to invest in companies in the biotechnology sector. Biotech Invest is a wholly-owned subsidiary of BB Biotech incorporated in the Republic of Panama. Biotech Invest's business address is Swiss Bank Tower, Panama 1, Republic of Panama. The principal business of Biotech Invest is to invest in companies in the biotechnology sector. Biotech Target is a wholly-owned subsidiary of BB Biotech incorporated in the Republic of Panama. Biotech Target's business address is Swiss Bank Tower, Panama 1, Republic of Panama. The principal business of Biotech Target is to invest in companies in the biotechnology sector. The name, business address, present principal occupation, and citizenship of each executive officer and director of BB Biotech, Biotech Focus, Biotech Growth, Biotech Invest and Biotech Target are set forth on Appendix A hereto, which is incorporated herein by reference. During the last five years, neither BB Biotech, Biotech Focus, Biotech Growth, Biotech Invest or Biotech Target, nor to the best of their knowledge, any of their executive officers or directors, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he 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. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION In December 1997, Biotech Growth purchased 50,000 shares of the Common Stock in open market transactions, for an aggregate consideration of $1,295,100. Biotech Growth used funds supplied to it by BB Biotech, which funds were BB Biotech working capital, to make these purchases. During 1996 and 1997, Biotech Target purchased 3,790,000 shares of the Common Stock in open market transactions, for an aggregate consideration of $152,035,649. Biotech Target used funds supplied to it by BB Biotech, which funds were BB Biotech working capital, to make these purchases. PAGE 7 OF 14 8 ITEM 4. PURPOSE OF TRANSACTION The shares of Common Stock held by Biotech Focus are being held for investment purposes only. However, Biotech Focus may, from time to time, either increase or decrease its holdings of the Common Stock, subject to applicable laws. Any such decision will depend, however, on numerous factors, including, without limitation, the market price of shares of the Common Stock, the terms and conditions related to their purchase and sale, the prospects and profitability of Biochem Pharma, other business and investment alternatives of Biotech Focus and general economic and market conditions. It is Biotech Focus' general policy not to interfere with the management of companies in which it holds portfolio investments. Neither Biotech Focus nor BB Biotech have an intention to influence or direct Biochem Pharma's affairs, modify its corporate structure or interfere with the business decisions of its management. Except as set forth above, neither Biotech Focus nor BB Biotech, nor to the best knowledge of such persons, any executive officer or director of either BB Biotech or Biotech Focus, has any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of Biochem Pharma or the disposition of securities of Biochem Pharma; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Biochem Pharma; (c) a sale or transfer of a material amount of assets of Biochem Pharma; (d) any change in the present board of directors or management of Biochem Pharma, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of Biochem Pharma; (f) any other material change in Biochem Pharma's business or corporate structure; (g) changes in Biochem Pharma's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of Biochem Pharma by any person; (h) causing a class of securities of Biochem Pharma to be delisted from a national securities exchange or to cease to be authorized to be quoted in an interdealer quotation system of a registered national securities association; (i) a class of equity securities of Biochem Pharma to become eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Pursuant to Rules 13d-3(a) and 13d-3(d)(1)(i) under the Act, BB Biotech may be deemed to be the indirect beneficial owner of the 6,887,500 shares of the Common Stock held directly by Biotech Focus as of July 16, 1998, which represent approximately 6.4% of the outstanding shares of the Common Stock. No shares of the Common Stock are directly beneficially owned by BB Biotech. To the best knowledge of BB Biotech and Biotech Invest, no director or executive officer of BB Biotech or Biotech Target owns any shares of the Common Stock. (b) The number of shares of the Common Stock to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or direct the disposition, is set forth in the cover pages hereof and such information is incorporated herein by reference. BB Biotech, through its ownership of Biotech Focus, may be deemed to indirectly beneficially own the shares of the Common Stock which are directly beneficially owned by Biotech Focus within the meaning of Rule 13d-3(a) under the Exchange Act, and may be deemed to share with Biotech Invest the power to vote, or direct the vote of, and the power to dispose of or direct the disposition of, the aggregate 6,887,500 shares of the Common Stock held directly by Biotech Focus. (c) Biotech Growth, Biotech Invest and Biotech Target engaged in the following transactions with respect to the Common Stock. Each of these transactions was completed on the NASDAQ stock market, except for transactions designated by a "*" which indicate internal transactions between BB Biotech subsidiaries. Such internal transactions did not result in a change in BB Biotech's indirect beneficial ownership of the shares transferred between its wholly-owned subsidiaries. BIOTECH FOCUS S.A.'S TRANSACTIONS WITH RESPECT TO THE COMMON STOCK
DATE TRANSACTION NUMBER OF SHARES PRICE 6/18/98 *Transfer from Biotech Growth S.A. 6,887,500 N/A
PAGE 8 OF 14 9 BIOTECH GROWTH SA'S TRANSACTIONS WITH RESPECT TO THE COMMON STOCK
DATE TRANSACTION NUMBER OF SHARES PRICE 12/1/97 Bought 30,000 $ 25.75 12/3/97 Bought 20,000 $ 26.13 12/22/97 Sold 25,000 $ 24.00 12/31/97 *Transfer all remaining holdings 25,000 N/A to Biotech Invest S.A.
BIOTECH INVEST SA'S TRANSACTIONS WITH RESPECT TO THE COMMON STOCK
DATE TRANSACTION NUMBER OF SHARES PRICE 9/23/97 *Transfer from Biotech Target S.A. 6,872,500 N/A 10/8/97 Sold 10,000 $ 32.12 12/31/97 *Transfer from Biotech Growth S.A. 25,000 N/A 6/18/98 *Transfer all remaining holdings 6,887,500 N/A to Biotech Focus S.A.
BIOTECH TARGET SA'S TRANSACTIONS WITH RESPECT TO THE COMMON STOCK
DATE TRANSACTION NUMBER OF SHARES PRICE 4/3/96 Bought 13,000 $ 40.19 4/23/96 Bought 40,000 $ 39.74 4/24/96 Bought 47,000 $ 39.19 4/26/96 Bought 8,500 $ 39.74 4/29/96 Bought 48,500 $ 39.66 5/2/96 Bought 135,000 $ 43.92 5/2/96 Bought 125,000 $ 43.89 5/3/96 Bought 97,000 $ 45.19 5/3/96 Bought 50,000 $ 44.88 5/3/96 Bought 33,000 $ 44.99 5/3/96 Bought 53,000 $ 44.98 5/8/96 Bought 50,000 $ 44.51 5/8/96 Bought 210,000 $ 44.00 5/22/96 Bought 100,000 $ 49.33 5/22/96 Bought 100,000 $ 49.40 5/23/96 Bought 65,000 $ 50.00 5/24/96 Bought 50,000 $ 46.90 6/11/96 Bought 10,000 $ 44.13 6/20/96 Bought 20,000 $ 42.63 6/20/96 Bought 30,000 $ 42.56 6/21/96 Bought 65,000 $ 41.27 6/21/96 Bought 100,000 $ 39.12 6/24/96 Bought 100,000 $ 37.90 6/24/96 Bought 50,000 $ 38.08 6/24/96 Bought 50,000 $ 36.70 6/26/96 Bought 20,000 $ 34.00 7/17/96 Bought 10,000 $ 29.75 7/22/96 Sold 10,000 $ 29.75 7/29/96 Bought 100,000 $ 31.31 7/29/96 Bought 80,000 $ 29.95 7/29/96 Bought 50,000 $ 29.25 7/29/96 Bought 100,000 $ 29.15 7/30/96 Bought 28,000 $ 30.48 7/31/96 Bought 12,000 $ 28.73 4/7/97 Stock Split 3,390,000 N/A
PAGE 9 OF 14 10 4/21/97 Bought 300,000 $ 19.40 4/23/97 Bought 100,000 $ 20.28 5/30/97 Sold 50,000 $ 23.54 5/30/97 Sold 120,000 $ 23.31 6/2/97 Sold 50,000 $ 23.81 6/4/97 Sold 30,000 $ 24.42 6/16/97 Sold 2,500 $ 24.00 6/17/97 Sold 5,000 $ 23.62 7/7/97 Sold 10,000 $ 22.37 9/18/97 Sold 25,000 $ 30.37 9/23/97 Sold 15,000 $ 31.75 9/23/97 *Transfer all remaining holdings 6,872,500 N/A to Biotech Invest S.A.
(d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Neither BB Biotech, Biotech Focus, Biotech Growth, Biotech Invest, Biotech Target nor, to the best of their knowledge, any of the executive officers or directors of either BB Biotech, Biotech Focus, Biotech Growth, Biotech Invest or Biotech Target, is a party to any contract, arrangement, understanding, or relationship (legal or otherwise) with any person with respect to any securities of Biochem Pharma (including the shares of Common Stock), finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1: Translation of minutes of the October 18, 1995, Board of Directors Meeting of Biotech Target (evidencing a power of attorney in favor of Dr. Andreas Bremer).* Exhibit 2: Translation of minutes of the January 3, 1997 Board of Directors Meeting of Biotech Target (evidencing a power of attorney in favor of Dr. Anders Hove).* Exhibit 3: Translation of evidence of a power of attorney in favor of Victor Bischoff and Hans Joerg Graf on behalf of BB Biotech.** Exhibit 4: Translation of minutes of the June 21, 1995 Board of Directors Meeting of Biotech Growth (evidencing a power of attorney in favor of Hans Joerg Graf). Exhibit 5: Translation of minutes of the June 24, 1996 Board of Directors Meeting of Biotech Growth (evidencing a power of attorney in favor of Andreas Bremer). Exhibit 6: Translation of minutes of the June 21, 1995 Board of Directors Meeting of Biotech Growth (evidencing a power of attorney in favor of Daniel Bugmann). Exhibit 7: Translation of minutes of the January 3, 1997 Board of Directors Meeting of Biotech Invest (evidencing a power of attorney in favor of Anders Hove, Hans Joerg Graf, Daniel Bugmann, Andreas Bremer and Nicolas Merian). Exhibit 8 Translation of minutes of the January 3, 1997 Board of Directors Meeting of Biotech Focus (evidencing a power of attorney in favor of Anders Hove, Hans Joerg Graf, Daniel Bugmann, Andreas Bremer and Nicolas Merian). Exhibit 9: Agreement by and between BB Biotech, Biotech Focus, Bio- tech Growth, Biotech Invest and Biotech Target with respect to the filing of this disclosure statement. ----------------
* See Powers of Attorney, attached as Exhibits 1 and 2 to the Schedule 13D related to Alexion Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on September 18, 1997, which Exhibits are incorporated herein by reference. PAGE 10 OF 14 11 ** See Power of Attorney, attached as an Exhibit 99.E to the Schedule 13D relating to Biogen, Inc. filed with the Securities and Exchange Commission on June 2, 1994, which Exhibit is incorporated herein by reference. PAGE 11 OF 14 12 SIGNATURES 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. BB BIOTECH AG Date: July 17, 1998 By: /s/ Hans-Joerg Graf -------------------------- Name: Hans-Joerg Graf Signatory Authority Date: July 17, 1998 By: /s/ Dr. Victor Bischoff -------------------------- Name: Dr. Victor Bischoff Vice Chairman and Director BIOTECH FOCUS S.A. Date: July 17, 1998 By: /s/ Dr. Andreas Bremer -------------------------- Name: Dr. Andreas Bremer Signatory Authority Date: July 17, 1998 By: /s/ Dr. Daniel Bugmann -------------------------- Name: Dr. Daniel Bugmann Signatory Authority BIOTECH GROWTH S.A. Date: July 17, 1998 By: /s/ Dr. Andreas Bremer -------------------------- Name: Dr. Andreas Bremer Signatory Authority Date: July 17, 1998 By: /s/ Dr. Daniel Bugmann -------------------------- Name: Dr. Daniel Bugmann Signatory Authority BIOTECH INVEST S.A. Date: July 17, 1998 By: /s/ Dr. Andreas Bremer -------------------------- Name: Dr. Andreas Bremer Signatory Authority Date: July 17, 1998 By: /s/ Dr. Daniel Bugmann -------------------------- Name: Dr. Daniel Bugmann Signatory Authority BIOTECH TARGET S.A. Date: July 17, 1998 By: /s/ Dr. Andreas Bremer -------------------------- Name: Dr. Andreas Bremer Signatory Authority Date: July 17, 1998 By: /s/ Dr. Anders Hove -------------------------- Name: Dr. Anders Hove Signatory Authority PAGE 12 OF 14 13 APPENDIX A TO ITEM 2
PRESENT NAME AND POSITION RESIDENCE OR PRINCIPAL WITH COMPANY BUSINESS ADDRESS OCCUPATION ------------ ---------------- ---------- BB BIOTECH AG Dr. Ernst Thomke Vordergasse 3, Chairman (Swiss citizen) 8200 Schaffhausen, and Director CH/Switzerland Dr. Victor Bischoff Vordergasse 3, Vice- (Swiss citizen) 8200 Schaffhausen, Chairman CH/Switzerland and Director Dr. David Baltimore Massachusetts Institute Professor (U.S. citizen) of Technology and Director Building 68, Room 380 77 Massachusetts Avenue Cambridge, MA 02139 BIOTECH FOCUS S.A. Dr. Andreas Bremer Grafenauweg 4, Signatory (German citizen) 6301 Zug Authority CH/Switzerland Dr. Anders Hove Grafenauweg 4, Signatory (Danish citizen) 6301 Zug Authority CH/Switzerland Hans-Joerg Graf Grafenauweg 4, Signatory (Swiss citizen) 6301 Zug Authority CH/Switzerland Pablo Javier Espino Swiss Bank Tower, President (Panamanian citizen) Panama 1, and Director Republic of Panama Adelina M. de Estribi Swiss Bank Tower, Director (Panamanian citizen) Panama 1, Republic of Panama
PAGE 13 OF 14 14
PRESENT NAME AND POSITION RESIDENCE OR PRINCIPAL WITH COMPANY BUSINESS ADDRESS OCCUPATION ------------ ---------------- ---------- BIOTECH GROWTH S.A. Dr. Andreas Bremer Grafenauweg 4, Signatory (German citizen) 6301 Zug Authority CH/Switzerland Dr. Anders Hove Grafenauweg 4, Signatory (Danish citizen) 6301 Zug Authority CH/Switzerland Hans-Joerg Graf Grafenauweg 4, Signatory (Swiss citizen) 6301 Zug Authority CH/Switzerland Pablo Javier Espino Swiss Bank Tower, President (Panamanian citizen) Panama 1, and Director Republic of Panama Adelina M. de Estribi Swiss Bank Tower, Director (Panamanian citizen) Panama 1, Republic of Panama BIOTECH TARGET S.A. Dr. Andreas Bremer Grafenauweg 4, Signatory (German citizen) 6301 Zug Authority CH/Switzerland Dr. Anders Hove Grafenauweg 4, Signatory (Danish citizen) 6301 Zug Authority CH/Switzerland Hans-Joerg Graf Grafenauweg 4, Signatory (Swiss citizen) 6301 Zug Authority CH/Switzerland Pablo Javier Espino Swiss Bank Tower, President (Panamanian citizen) Panama 1, and Director Republic of Panama Adelina M. de Estribi Swiss Bank Tower, Director (Panamanian citizen) Panama 1, Republic of Panama
PAGE 14 OF 14 EX-99.4 2 TRANSLATION OF JUNE 21, 1995, MINUTES 1 EXHIBIT 4 MINUTES OF A MEETING OF THE BOARD OF DIRECTORS OF THE CORPORATION BIOTECH GROWTH S.A. In the City of Panama, Republic of Panama, on June 21, 1995, a Meeting of the Board of Directors of BIOTECH GROWTH S.A., was held in the principal offices of said corporation at 53rd Street, Urbanizacion Obarrio, Torre Swiss Bank, 16th floor, Panama, Republic of Panama, wherein a quorum was at all time present andactive. All of the Directors of the corporation, PABLO JAVIER ESPINO, AIDA MAY BIGGS and ADELINA M. DE ESTRIBI, were present at the Meeting, therefore the notice of the meeting was waived. The President of the Corporation PABLO JAVIER ESPINO president the Meeting, and the Secretary of the Corporation ADELINA M. DE ESTRIBI served as Secretary. The President then called the Meeting to order and explained its objects: to grant power of attorney to a person chosen by the Board of Directors to act on behalf of the corporation with such authority as the Board may approve, there upon, after an exchange of views on motion duly made and seconded the following resolutions were unanimously approved: RESOLVED: That be and hereby is granted a Power of Attorney as full as it may be legally necessary in favor of HANS JOERG GRAF, lic.oec. HSG, born 12-02-1950, with address at Riedgutschstrasse 33, 8832 Wollerau, Switzerland, to act on behalf of the Corporation individually, with full powers, wich for purposes of enunciation and not in order to limit this Power of Attorney, are detailed as follows: to purchase, alienate, transfer, sell, lease, pledge, mortgage, encumber, or dispose of in any way or manner, the movable or inmmovable, corporeal or incorporeal, property of the corporation; to accept, endorse, collect, deposit and transfer checks, notes and any other negotiable instruments in its name; to open and to close any kind of banking account, to draw form accounts and the banking deposits of the corporation, be they checking accounts, time deposits or against overdraft or any other kind of deposits, be it in the Republic of Panama or abroad. To issue notes, sign, bills of exchanges as a drawer, acceptor, endorser or guarantor; accept obligations, be they of a commercial or civil nature; to represent the corporation and in matters of disposition administration as well as in all affairs of management and situations in which the corporation has an interest, also in general partnerships or joint ventures; to buy stock or shares of any kind in other companies; to take part in Assemblies or meetings in order to make any kind of agreements, including agreements of constitution, transformation, increase of capital and dissolution of companies, to become the legal representative of the company, as plaintiff, defendant, third party or in any other form, in front of any office of the Repubiic of Panama or abroad, be they judicial, administrative, concerning labor, or of any other nature, to substitute this power in whole or partially and to revoke the substitutions, to subscribe documents wherein the corporation 2 may be involved; as debtor or creditor; to make agreements using arbitrators or any other type of arrangement whatsoever and to complate any act or to enter into any contract that it be considered beneficial to the interestes of the company BIOTECH GROWTH S.A., because it is the intention of this Power of Attorney that it be exercised without any limitations whatsoever. It is hereby expressed that this Power of Attorney can be exercised inside the territory of the Republic of Panama or in any other country. It was also resolved to give authority to the Law firm MORGAN y MORGAN to protocolize a copy of the minutes of this meeting of the Board of Directors. Having nothing else to discues, the meeting was adjourned. (Sign.) PABLO JAIME ESPINO, PRESIDENT (Sign.) ADELINA M. DE ESTRIBI, SECRETARY CERTIFICATE: I, ADELINA M. DE ESTRIBI, Secretary of the corporation BIOTECH GROWTH S.A., certify that the foregoing is a genuine copy of its original. (Sign.) ADELINA M. DE ESTRIBI, SECRETARY. EX-99.5 3 TRANSLATION OF JUNE 24, 1996, MINUTES 1 EXHIBIT 5 - -- MINUTES OF A MEETING OF THE BOARD OF DIRECTORS OF THE CORPORATION BIOTECH GROWTH S.A. ------ In the City of Panama, Republic of Panama, on June 24, 1996, a Meeting of the Board of Directors of BIOTECH GROWTH S.A. was held in the principal offices of said corporation at 53rd Street, Urbanizacion Obarrio, Torre Swiss Bank, 16th Floor, Panama, Republic of Panama, wherein a quorum was at all time present and active.--- All of the Directors of the corporation, PABLO JAVIER ESPINO, AIDA MAY BIGGS and ADELINA M. DE ESTRIBI, were present at the Meeting, therefor the notice of the meeting was waived.--- The President of the Corporation PABLO JAVIER ESPINO presided the Meeting, and the Secretary of the Corporation ADELINA M. DE ESTRIBI served as Secretary.--- The President then called the Meeting to order and explained its objects: -- 1) To revoke the Power of Attorney granted by means of Public Deed No.7,071 dated June 21, 1995 of the third Notary of Circuit of Panama, and 2) To grant a Power of Attorney to ANDREAS BERMER. -- After discussing on the matter and upon motion duly made, seconded and approved, the following resolutions were unanimously adopted: RESOLVED: -- 1) That be and hereby is revoked the Power of Attorney granted by means fo Public Deed No.7,071 dated June 21, 1995 of the Third Notary of the Circuit of Panama, and - 2) That be and hereby 2 is granted a Power of Attorney as full as it may be legally necessary in favor ANDREAS BREMER, Swiss, born on 1.7.1961, with address at Schaedruetirain 8,6006 Luzern, Switzerland to act on behalf of the Corporation, individually, with full powers, which for purposes of enunciation and not in order to limit this Power of Attorney, are detailed as follows: to purchase, alienate, transfer, sell, lease, pledge, mortgage, encumber, or dispose of in any way or manner, the movable or immovable, corporeal or incorporeal property of the corporation; to accept, endorse, collect, deposit and transfer checks, notes and any other negotiable instruments in its name; to open and to close any kind of bank account, to draw from accounts and the bank deposits of the corporation, be they checking accounts, time deposits overdraft, or any other kind of deposits, be they in the Republic of Panama or abroad.- To issue notes, sign bills of exchange as drawer, acceptor, endorser or guarantor; to accept obligations, be they of a commercial or civil nature; to represent the corporation in matters of disposition and administration as well as in all affairs of management and situations in which the corporation has an interest, also in general partnerships or joint ventures; to buy stock or shares of any kind in other companies; to take part in assemblies or meetings in order to make any kind of agreements, including agreements of constitution, transformation, increase of capital and dissolution of companies, to become the legal representative of the company, as plaintiff, defendant, third party or in any other form, before any office of the Republic of Panama or abroad, be they judicial, administrative, concerning labor, or of any other nature, to substitute this power in whole or in part and to revoke the substitutions; to subscribe documents wherein the corporation may be involved as debtor or creditor; to make agreements using arbitrators or any other type of arrangement whatsoever and to complete any act or to enter into any contract that may be considered beneficial to the interests of the company BIOTECH GROWTH S.A. because it is the intention of this Power of Attorney that it be exercised without any limitations whatsoever. --- It is hereby expressed that 3 this Power of Attorney can be exercised in the territory of the Republic of Panama or in any other country.- It was also resolved to give authority to the Law firm MORGAN Y MORGAN to protocolize a copy of the minutes of this meeting of the Board of Directors.--------------------------------------------------- Having nothing else to discuss, the meeting was adjourned.------------------- (sgd.) Pablo J. Espino- President ---- Adelina M. de Estribi- Secretary.---- CERTIFICATE:- I, ADELINA M. DE ESTRIBI, Secretary of the corporation BIOTECH GROWTH S.A. that the foregoing is a genuine copy of its original.------------ (sgd.) Adelina M. de Estribi, Secretary.---------------------------------- EX-99.6 4 TRANSLATION OF JUNE 21, 1995, MINUTES 1 EXHIBIT 6 MINUTES OF A MEETING OF THE BOARD OF DIRECTORS OF THE CORPORATION BIOTECH GROWTH S.A.--------------------------------------------------------------------------- In the City of Panama, Republic of Panama, on June 21, 1995, a Meeting of the Board of Directors of BIOTECH GROWTH S.A., was held in the principal offices of said corporation at 53rd Street, Urbanizacion Obarrio, Torre Swiss Bank, 16th floor, Panama, Republic of Panama, wherein a quorum was at all time present and active. All of the Directors of the corporation, PABLO JAVIER ESPINO, AIDA MAY BIGGS and ADELINA M. DE ESTRIBI, were present at the Meeting, therefore the notice of the meeting was waived. --------------------------------------------- The President of the Corporation PABLO JAVIER ESPINO president the Meeting, and the Secretary of the Corporation ADELINA M. DE ESTRIBI served as Secretary. The President then called the Meeting to order and explained its objects: to grant power of attorney to a person chosen by the Board of Directors to act on 2 behalf of the corporation with such authority as the Board may approve, there upon, after an exchange of views on motion duly made and seconded the following resolutions were unanimously approved:----------------------------------------- RESOLVED: That be and hereby is granted a Power of Attorney as full as it may be legally necessary in favor of Mr. DANIEL BUGMANN, Swiss, born 10/10/66, with domicile at Wiesenstrasse 10, 8008 Zurich, Switzerland, to act on behalf of the Corporation individually, with full powers, wich for purposes of enunciation and not in order to limit this Power of Attorney, are detailed as follows: to purchase, alienate, transfer, sell, lease, pledge, mortgage, encumber, or dispose of in any way or manner, the movable or inmmovable, corporeal or incorporeal, property of the corporation; to accept, endorse, collect, deposit and transfer checks, notes and any other negotiable instruments in its name; to open and to close any kind of banking account, to draw form accounts and the banking deposits of the corporation, be they checking accounts, time deposits or agsinst overdraft or any other kind of deposits, be it in the Republic of Panama or abroad. To issue notes, sign, bills of exchanges as a drawer, acceptor, endorser or guarantor; accept obligations, be they of a commercial or civil nature; to represent the corporation and in matters of disposition administration as well as in all affairs of management and situations in which the corporation has an interest, also in general partnerships or joint ventures; to by stock or shares of any kind in other companies; to take part in Assemblies or meetings in order to make any kind of agreements, including agreements of constitution, transformation, increase of capital and dissolution of companies, to become the legal representative of the company, as plaintiff, defendant, third party or in any other form, in front of any office of the Republic of Panama or abroad, be they judicial, administrative, concerning labor, or of any other nature, to substitute this power in whole or partially and to revoke the substitutions, to subscribe documents wherein the corporation may be involved; as debtor or creditor; to make agreements using arbitrators or any other type of arrangement whatsoever and to complate any act or to enter into any contract that it be 3 considered beneficial to the interestes of the company BIOTECH GROWTH S.A., because it is the intention of this Power of Attorney that it be exercised without any limitations whatsoever.------------------------------------------- It is hereby expressed that this Power of Attorney can be exercised inside the territory of the Republic of Panama or in any other country.------------------ It was also resolved to give authority to the Law firm MORGAN y MORGAN to protocolize a copy of the minutes of this meeting of the Board of Directors. Having nothing else to discues, the meeting was adjourned.-------------------- (Sign.) PABLO JAIME ESPINO, PRESIDENT----------------------------------------- (Sign.) ADELINA M. DE ESTRIBI, SECRETARY-------------------------------------- CERTIFICATE: I, ADELINA M. DE ESTRIBI, Secretary of the corporation BIOTECH GROWTH S.A., certify that the foregoing is a genuine copy of its original.---- (Sign.) ADELINA M. DE ESTRIBI, SECRETARY.------------------------------------- EX-99.7 5 TRANSLATION OF THE JANUARY 3, 1997, MINUTES 1 EXHIBIT 7 - ----- MINUTES OF A MEETING OF THE BOARD OF DIRECTORS OF THE CORPORATION BIOTECH INVEST S.A. ---- In the City of Panama, Republic of Panama, on January 3, 1997, a Meeting of the Board of Directors of BIOTECH INVEST S.A. was held in the principal offices of said corporation at 53rd Street Urbanizacion Obarrio, Torre Swiss Bank, 16th floor, Panama, Republic of Panama, wherein a quorum was at all time present and active.------ All of the Directors of the corporation, PABLO JAVIER ESPINO, AIDA MAY BIGGS and ADELINA M. DE ESTRIBI, were present at the Meeting, therefore notice of the meeting was waived.-- The President of the Corporation PABLO JAVIER ESPINO presided the Meeting, and the Secretary of the Corporation ADELINA M. DE ESTRIBI served as Secretary.--- The President then called the Meeting to order and explained its objects: to grant a Power of Attorney to a person chosen by the Board of Directors to act on behalf of the corporation with such authority as the Board may approve. There upon, after an exchange of views on motion duly made and seconded the following resolutions were unanimously approved: -- RESOLVED: That be and hereby is granted a Power of Attorney as full as it may be legally necessary in favor of DR. ANDERS HOVE, Danish, born on October 31, 1965, to act on behalf of the Corporation, jointly by two, with Messrs. HANS JOERG GRAF, DANIEL BUGMANN, ANDREAS BREMER and NICOLAS MERIAN, with full powers, which for purposes of enunciation and not in order to limit this Power of Attorney, are detailed as follows: to purchase, alienate, transfer, sell, lease, pledge, mortgage, encumber, or dispose of in any way or manner, the movable or immovable, corporeal or incorporeal property of the corporation; to accept, endorse, collect, deposit and transfer checks, notes and any other negotiable instruments in its name; to open and to close any kind of bank account, to draw from accounts and the bank deposits of the corporation, be they checking accounts, time deposits overdraft, or any other kind of deposits, be they in the Republic of Panama or abroad.- To issue notes, sign bills of exchange as drawer, acceptor, endorser or guarantor; to accept obligations, be 2 they of a commercial or civil nature; to represent the corporation in matters of disposition and administration as well as in all affairs of management and situations in which the corporation has an interest, also in general partnerships or joint ventures: to buy stock or shares of any kind in other companies; to take part in Assemblies or meetings in order to make any kind of agreements, including agreements of constitution, transformation, increase of capital and dissolution of companies, to become the legal representative of the company, as plaintiff, defendant, third party or in any other form, before any office of the Republic of Panama or abroad, be they judicial, administrative, concerning labor, or of any other nature, to substitute this power in whole or in part and to revoke the substitutions; to subscribe documents wherein the corporation may be involved as debtor or creditor; to make agreements using arbitrators or any other type of arrangement whatsoever and to complete any act or to enter into any contract that may be considered beneficial to the interests of the company BIOTECH INVEST S.A. because it is the intention of this Power of Attorney that it be exercised without any limitations whatsoever.- It is hereby expressed that this Power of Attorney can be exercised in the territory of the Republic of Panama or in any other country.-------- It was also resolved to give authority to the Law firm MORGAN Y MORGAN to protocolize a copy of the minutes of this meeting of the Board of Directors.---------------------------------------------- Having nothing else to discuss, the meeting was adjourned.---------------------- (sgd.) Pablo J. Espino- President -- Adelina M. de Estribi- Secretary.---------- ---- CERTIFICATE:- I, ADELINA M. DE ESTRIBI, Secretary of the corporation BIOTECH INVEST S.A. certify that the foregoing is a genuine copy of its original.-----------(Sgd.)Adelina M. de Estribi- Secretary.-------------------- EX-99.8 6 TRANSLATION OF JANUARY 3, 1997, MINUTES 1 EXHIBIT 8 - ------- MINUTES OF A MEETING OF THE BOARD OF DIRECTORS OF THE CORPORATION BIOTECH FOCUS S.A. ------ In the City of Panama, Republic of Panama, on January 3, 1997, a Meeting of the Board of Directors of BIOTECH FOCUS S.A. was held in the principal offices of said corporation at 53rd Street Urbanizacion Obarrio, Torre Swiss Bank, 16th floor, Panama, Republic of Panama, wherein a quorum was at all time present and active. ----- All of the Directors of the corporation, PABLO JAVIER ESPINO, AIDA MAY BIGGS and ADELINA M. DE ESTRIBI, were present at the Meeting, therefore notice of the meeting was waived. -- The President of the Corporation PABLO JAVIER ESPINO presided the Meeting, and the Secretary of the Corporation ADELINA M. DE ESTRIBI served as Secretary. --- The President then called the Meeting to order and explained its objects: to grant a Power of Attorney to a person chosen by the Board of Directors to act on behalf of the corporation with such authority as the Board may approve. There upon, after an exchange of views on motion duly made and seconded the following resolutions were unanimously approved: -- RESOLVED: That be and hereby is granted a Power of Attorney as full as it may be legally necessary in favor of DR. ANDERS HOVE, Danish, born on October 31, 1965, to act on behalf of the Corporation, jointly by two, with Messrs. HANS JOERG GRAF, DANIEL BUGMANN, ANDREAS BREMER and NICOLAS MERIAN, with full powers, which for purposes of enunciation and not in order to limit this Power of Attorney, are detailed as follows: to purchase, alienate, transfer, sell, lease, pledge, mortgage, encumber, or dispose of in any way or manner, the movable or immovable, corporeal or incorporeal property of the corporation; to accept, endorse, collect, deposit and transfer checks, notes and any other negotiable instruments in its name; to open and to close any kind of bank account, to draw from accounts and the bank deposits of the corporation, be they checking accounts, time deposits overdraft, or any other kind of deposits, be they in the Republic of Panama or abroad. - To issue notes, sign bills of exchange as drawer, acceptor, endorser or guarantor; to accept obligations, be 2 they of a commercial or civil nature; to represent the corporation in matters of disposition and administration as well as in all affairs of management and situations in which the corporation has an interest, also in general partnerships or joint ventures; to buy stock or shares of any kind in other companies; to take part in Assemblies or meetings in order to make any kind of agreements, including agreements of constitution, transformation, increase of capital and dissolution of companies, to become the legal representative of the company, as plaintiff, defendant, third party or in any other form, before any office of the Republic of Panama or abroad, be they judicial, administrative, concerning labor, or of any other nature, to substitute this power in whole or in part and to revoke the substitutions; to subscribe documents wherein the corporation may be involved as debtor or creditor; to make Agreements using arbitrators or any other type of arrangement whatsoever and to complete any act or to enter into any contract that may be considered beneficial to the interests of the company BIOTECH FOCUS S.A. because it is the intention of this Power of Attorney that it be exercised without any limitations whatsoever. - It is hereby expressed that this Power of Attorney can be exercised in the territory of the Republic of Panama or in any other country. ---- It was also resolved to give authority to the Law firm MORGAN Y MORGAN to protocolize a copy of minutes of this meeting of the Board of Directors. - ------------------------------- Having nothing else to discuss, the meeting was adjourned. ---------------------------- (Sgd.) Pablo J. Espino - President - Adelina M. de Estribi - Secretary. ------------------- CERTIFICATE: - I, ADELINA M. DE ESTRIBI, Secretary of the corporatin BIOTECH FOCUS S.A. certify that the foregoing is a genuine copy of its original. ---------- (Sgd.) Adelina M. de Estribi - Secretary. ------------------- EX-99.9 7 JOINT FILING AGREEMENT 1 JOINT FILING AGREEMENT We, the undersigned, hereby express our agreement that the attached Schedule 13D (including all amendments thereto) is filed on behalf of each of the undersigned. BB BIOTECH AG Date: July 17, 1998 By: /s/ Hans-Joerg Graf ------------------------- Name: Hans-Joerg Graf Signatory Authority Date: July 17, 1998 By: /s/ Dr. Victor Bischoff ------------------------- Name: Dr. Victor Bischoff Vice Chairman and Director BIOTECH FOCUS S.A. Date: July 17, 1998 By: /s/ Dr. Andreas Bremer ------------------------- Name: Dr. Andreas Bremer Signatory Authority Date: July 17, 1998 By: /s/ Dr. Daniel Bugmann ------------------------- Name: Dr. Daniel Bugmann Signatory Authority BIOTECH GROWTH S.A. Date: July 17, 1998 By: /s/ Dr. Andreas Bremer ------------------------- Name: Dr. Andreas Bremer Signatory Authority Date: July 17, 1998 By: /s/ Dr. Daniel Bugmann ------------------------- Name: Dr. Daniel Bugmann Signatory Authority BIOTECH INVEST S.A. Date: July 17, 1998 By: /s/ Dr. Andreas Bremer ------------------------- Name: Dr. Andreas Bremer Signatory Authority Date: July 17, 1998 By: /s/ Dr. Daniel Bugmann ------------------------- Name: Dr. Daniel Bugmann Signatory Authority BIOTECH TARGET S.A. Date: July 17, 1998 By: /s/ Dr. Andreas Bremer ------------------------- Name: Dr. Andreas Bremer Signatory Authority Date: July 17, 1998 By: /s/ Dr. Anders Hove ------------------------- Name: Dr. Anders Hove Signatory Authority -----END PRIVACY-ENHANCED MESSAGE-----