-----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, TXpmaLoaPgXrH2u+RMdRUcl+H0iJywUGqdL0NuzfAWAL8jP2l0xMdR52+6h+l1ih bijhqAO8UTOWPebfp9OowQ== 0000891554-02-000041.txt : 20020413 0000891554-02-000041.hdr.sgml : 20020413 ACCESSION NUMBER: 0000891554-02-000041 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020107 GROUP MEMBERS: AVENTIS HOLDINGS INC GROUP MEMBERS: AVENTIS PHARMACEUTICALS INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRANSKARYOTIC THERAPIES INC CENTRAL INDEX KEY: 0000885259 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 043027191 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-47221 FILM NUMBER: 2503300 BUSINESS ADDRESS: STREET 1: 195 ALBANY ST CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 6173490200 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RHONE POULENC RORER INC CENTRAL INDEX KEY: 0000217028 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 231699163 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 500 ARCOLA RD STREET 2: P O BOX 1200 M/S 5B14 CITY: COLLEGEVILLE STATE: PA ZIP: 19426-0107 BUSINESS PHONE: 6104548000 FORMER COMPANY: FORMER CONFORMED NAME: RORER AMCHEM INC DATE OF NAME CHANGE: 19770604 FORMER COMPANY: FORMER CONFORMED NAME: RORER GROUP INC DATE OF NAME CHANGE: 19900731 SC 13D 1 d27625_sc13d.txt SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 TRANSKARYOTIC THERAPIES, INC. (Name of Issuer) Common Stock par value $.01 per share (Title of Class of Securities) 893735 10 0 (CUSIP Number) Edward H. Stratemeier, Esq. General Counsel Aventis Pharmaceuticals 300 Somerset Corporate Boulevard Bridgewater, New Jersey 08807 (908) 243-6000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 31, 2001 (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rules 13d-1(e), 13d-1(f), or 13d-1(g), check the following box. [ ] Page 1 Exhibit Index is at Page 10 - --------------------------------------------------------------------------- 1) Name of Reporting Person and its Aventis Pharmaceuticals Inc. I.R.S. Identification Number 13-2563649 - --------------------------------------------------------------------------- 2) Check the Appropriate Box if (a)[ ] a Member of a Group (b)[X] - --------------------------------------------------------------------------- 3) SEC Use Only - --------------------------------------------------------------------------- 4) Source of Funds AF - --------------------------------------------------------------------------- 5) Check Box if Disclosure of Legal [ ] Proceedings is Required Pursuant to Items 2(d) or 2(e) - --------------------------------------------------------------------------- 6) Citizenship or Place of Organization Delaware - --------------------------------------------------------------------------- 7) Sole Voting Power 2,187,408 Number of ____________________________________________________________ Shares Beneficially 8) Shared Voting Power 0 Owned by ____________________________________________________________ Each Reporting 9) Sole Dispositive Power 2,187,408 Person With ____________________________________________________________ 10) Shared Dispositive Power 0 - --------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned 2,187,408 by Each Reporting Person - --------------------------------------------------------------------------- 12) Check Box If the Aggregate Amount [ ] in Row (11) Excludes Certain Shares - --------------------------------------------------------------------------- 13) Percent of Class Represented 8.3% by Amount in Row (11) - --------------------------------------------------------------------------- 14) Type of Reporting Person CO - --------------------------------------------------------------------------- 2 - --------------------------------------------------------------------------- 1) Name of Reporting Person and its Aventis Holdings Inc. I.R.S. Identification Number 51-0414396 - --------------------------------------------------------------------------- 2) Check the Appropriate Box if (a)[ ] a Member of a Group (b)[X] - --------------------------------------------------------------------------- 3) SEC Use Only - --------------------------------------------------------------------------- 4) Source of Funds Not applicable - --------------------------------------------------------------------------- 5) Check Box if Disclosure of Legal [ ] Proceedings is Required Pursuant to Items 2(d) or 2(e) - --------------------------------------------------------------------------- 6) Citizenship or Place of Organization Delaware - --------------------------------------------------------------------------- 7) Sole Voting Power 2,187,408 Number of ____________________________________________________________ Shares Beneficially 8) Shared Voting Power 0 Owned by ____________________________________________________________ Each Reporting 9) Sole Dispositive Power 2,187,408 Person With ____________________________________________________________ 10) Shared Dispositive Power 0 - --------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned 2,187,408 by Each Reporting Person - --------------------------------------------------------------------------- 12) Check Box If the Aggregate Amount [ ] in Row (11) Excludes Certain Shares - --------------------------------------------------------------------------- 13) Percent of Class Represented 8.3% by Amount in Row (11) - --------------------------------------------------------------------------- 14) Type of Reporting Person CO - --------------------------------------------------------------------------- 3 - --------------------------------------------------------------------------- 1) Name of Reporting Person and its Rhone-Poulenc Rorer Inc. I.R.S. Identification Number 23-1699163 - --------------------------------------------------------------------------- 2) Check the Appropriate Box if (a)[ ] a Member of a Group (b)[X] - --------------------------------------------------------------------------- 3) SEC Use Only - --------------------------------------------------------------------------- 4) Source of Funds Not applicable - --------------------------------------------------------------------------- 5) Check Box if Disclosure of Legal [ ] Proceedings is Required Pursuant to Items 2(d) or 2(e) - --------------------------------------------------------------------------- 6) Citizenship or Place of Organization Delaware - --------------------------------------------------------------------------- 7) Sole Voting Power 2,187,408 Number of ____________________________________________________________ Shares Beneficially 8) Shared Voting Power 0 Owned by ____________________________________________________________ Each Reporting 9) Sole Dispositive Power 2,187,408 Person With ____________________________________________________________ 10) Shared Dispositive Power 0 - --------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned 2,187,408 by Each Reporting Person - --------------------------------------------------------------------------- 12) Check Box If the Aggregate Amount [ ] in Row (11) Excludes Certain Shares - --------------------------------------------------------------------------- 13) Percent of Class Represented 8.3% by Amount in Row (11) - --------------------------------------------------------------------------- 14) Type of Reporting Person CO - --------------------------------------------------------------------------- 4 This Schedule 13D is filed solely to reflect the transfer of the shares of Common Stock of the Issuer from Aventis Pharmaceuticals Inc., a Delaware corporation ("Old API"),to Aventis Pharmaceuticals Products Inc., a Delaware corporation, which subsequently changed its name to Aventis Pharmaceuticals Inc. ("API"). The transfer was part of a corporate restructuring. As a result of the transfer Aventis Holdings Inc., a Delaware corporation ("AHI"), and Rhone-Poulenc Rorer Inc., a Pennsylvania corporation ("RPR"), both of which are affiliated companies of API, have acquired beneficial ownership of these shares of common stock of the Issuer. ITEM 1. SECURITY AND ISSUER. The securities to which this Schedule relates are shares of common stock, par value $0.01 per share ("Common Stock"), of Transkaryotic Therapies, Inc., a Delaware corporation (the "Issuer"). The Issuer's principal executive offices are at 195 Albany Street, Cambridge, Massachusetts 02139. ITEM 2. IDENTITY AND BACKGROUND. (a) - (c), (f) This Schedule is filed on behalf of API, with a principal place of business and principal office located at 300 Somerset Corporate Boulevard, Bridgewater, New Jersey 08807. The principal business of API is the discovery, development, manufacturing, marketing, and sale of pharmaceutical compounds for the treatment of human diseases. API is an indirect subsidiary of Aventis S.A., a French corporation ("Aventis") headquartered in Strasbourg, France. Information as to the executive officers and directors of API and the Supervisory and Management Boards of Aventis is set forth in Exhibits 99.1 and 99.2 hereto. This Schedule also is filed on behalf of Aventis Holdings Inc., a Delaware corporation ("AHI"), which owns a 100% of the equity of API. AHI also is an indirect subsidiary of Aventis. AHI is a holding company for a portion of the U.S. operations of Aventis. The principal place of business and principal office of AHI is 3711 Kenneth Pike, Suite 200 Greenville, Delaware 19801. Pharma is filing this Schedule solely with respect to its potential deemed indirect ownership of the Issuer's stock owned by API. Information as to the executive officers and directors of AHI and the Supervisory and Management Boards of Aventis is set forth in Exhibits 99.1 and 99.2 hereto. This Schedule also is filed on behalf of Rhone-Poulenc Rorer Inc., a Pennsylvania corporation ("RPR"), which owns 100% of the equity of AHI. 100% of the equity of RPR is held by Aventis, a portion of which is held directly and a portion of which is held indirectly. RPR is a holding company for a portion of the U.S. operations of Aventis. The principal place of business and principal office of RPR is 300 Somerset Corporate Boulevard, Bridgewater, New Jersey 08807. RPR is filing this Schedule solely with respect to its potential deemed indirect ownership of the Issuer's stock owned by API. Information as to the executive officers and directors of RPR and the Supervisory and Management Boards of Aventis is set forth in Exhibits 99.1 and 99.2 hereto. (d) - (e) During the last five years, neither API, AHI, RPR, nor, to their knowledge, any of the persons listed in Exhibits 99.1 or 99.2 hereto, has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). During the last five years, neither API, AHI nor RPR, nor, to their knowledge, any of the persons listed in Exhibits 99.1 or 99.2 5 hereto, has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any of them was or is subject to a judgment, decree, or final order enjoining future violation of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. In May 1994, a corporation then-named Marion Merrell Dow Inc. which subsequently changed its name to Aventis Pharmaceuticals Inc. Old API and the Issuer entered into a Class D Preferred Stock Purchase Agreement pursuant to which Old API purchased $5 million of the Issuer's Class D Preferred Stock and agreed to purchase $5 million of Common Stock at the initial public offering price at the time of the Issuer's initial public offering of Common Stock (the "IPO"). In March 1995, Old API purchased $10 million of the Issuer's Class E Preferred Stock pursuant to a Class E Preferred Stock Purchase Agreement. In December 1995, Old API purchased $7.9 million of the Issuer's Class F Preferred Stock pursuant to a Class F Preferred Stock Purchase Agreement among Old API, the Issuer, and other investors. Pursuant to their respective terms, Old API's shares of Class D, Class E, and Class F Preferred Stock were converted into an aggregate of 1,854,075 shares of Common Stock automatically upon the closing of the IPO on October 22, 1996. Immediately following the closing of the IPO, Old API purchased 333,333 shares of Common Stock for $4,999,995 to fulfill its purchase obligation under the Class D Preferred Stock Purchase Agreement. The source of funds for the aggregate purchase price of $27,899,995 paid by Old API for its aggregate ownership of 2,187,408 shares of Common Stock (the "Shares") was the working capital of Old API. None of such funds were borrowed or otherwise obtained for the purpose of acquiring, holding, trading, or voting the Shares. Old API assigned the Shares to API in a corporate restructuring in December 2001. ITEM 4. PURPOSE OF TRANSACTION. Old API acquired the Shares in connection with certain strategic alliances between Old API and the Issuer. The interest of Old API in such strategic alliances was assigned to API. See Item 6. In May 1994 and March 1995, API and the Issuer entered into certain agreements pursuant to which the Issuer granted Old API exclusive rights to make, use and sell worldwide two therapeutic products -- gene activated protein erythropoietin ("GA-EPO") and a second, undisclosed protein -- produced under patent rights and technologies owned by the Issuer. Under the terms of the agreements, Old API would be obligated to pay the Issuer a total of $58 million related to GA-EPO and $67 million related to the second protein, consisting of license fees, equity investments, milestone payments, and research funding, in addition to royalties on sales of the products. Old API's future obligations primarily consisted of milestone payments based on the development of products resulting from the licensed technology. The Issuer is responsible for delivering cell lines suitable for large scale manufacturing. Old API would be responsible for the worldwide development, manufacturing and marketing of the products and the Issuer would receive a royalty based on net sales. Old API purchased its shares of Class F Preferred Stock in a private offering by the Issuer to Old API and other investors. Such shares were purchased for investment. Old API assigned the Shares and its rights and obligations under the agreements set forth above to API in a corporate restructuring in December 2001. 6 The foregoing descriptions are qualified in their entirety by reference to the Amended and Restated License Agreement dated March 1, 1995, the License Agreement dated March 1, 1995, the Class D Preferred Stock Purchase Agreement dated May 18, 1994, the Class E Preferred Stock Purchase Agreement dated March 1, 1995, and the Class F Preferred Stock Purchase Agreement dated October 26, 1995, which are set forth as Exhibits 99.4 through 99.8 to this Schedule. API continually reviews its investments in companies, including the Issuer, with which it has, or has had, a business or strategic relationship. Such reviews may consider factors specific to the Issuer, such as API's evaluation of the Issuer's business, prospects, and financial condition and the market for the Common Stock, as well as general considerations such as prospects for the businesses of API and its affiliates, liquidity needs, other opportunities, general economic conditions, money and stock market conditions, future developments, and other factors. As a result of any such review, API may at any time, or from time to time, acquire or dispose of securities of the Issuer in the future. Except as described above, neither API, AHI, nor RPR has any plans or proposals that relate to or would result in any of the events described in paragraphs (a) through (j) of this Item. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The Shares represent approximately 8.3% of the Issuer's Common Stock outstanding at October 31, 2001, on a fully-diluted basis. Except as may be set forth in any subsequent amendment to this Schedule, neither API, AHI or RPR nor, any executive officer or director of API, AHI or RPR, nor any member of the Supervisory Board or Management Board of Aventis beneficially owns any of the Shares or any other shares of Common Stock other than through their beneficial ownership, if any, of stock of Aventis, RPR, AHI or API. RPR, which is a subsidiary of Aventis, beneficially owns 100% of the outstanding stock of AHI. (b) API has sole power to vote and to dispose of the Shares. Neither Aventis, RPR, AHI, nor any executive officer or director of either API, AHI, RPR, or Aventis has any power to vote or to direct the vote, or to dispose of or to direct the disposition of, the Shares except to the extent to the extent that Aventis, AHI, RPR, or any such executive officer or director may be deemed to have any such power by reason of such person's relationship to or position with API, AHI, RPR, or Aventis. (c) None. (d) None. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. API has succeeded to the rights of Old API under the following agreements. A Registration Rights Agreement among Old API, the Issuer, and certain other shareholders dated as of November 3, 1993 (as currently Amended, the "Registration Rights Agreement"), pursuant to which Old API acquired certain rights with respect to registration under the Securities Act of 1933, as amended (the "Act"), of the Shares. If the Issuer proposes to register any of its securities under the Act, either for its own account or for the account of other security holders, the Issuer is required under the Registration 7 Rights Agreement to use its best efforts to include in such registration the Shares for which API requests registration, subject to such reduction as may be required by the Issuer's underwriters. In addition, subject to certain conditions, the holders of not less than 30% of the Common Stock covered by the Registration Rights Agreement ("Registrable Securities") may require the Issuer on not more than two occasions to file a registration statement under the Act with respect to such Registrable Securities. Furthermore, API may require the Issuer on one occasion to file a registration statement under the Act with respect to the shares of Common Stock purchased by Old API in connection with the IPO. Subject to certain conditions, the holders of at least 15% of the Registrable Securities have the right to require the Issuer to file an unlimited number of registration statements on Form S-3, provided that such right is not exercised more than once during any consecutive twelve-month period. The description of the Registration Rights Agreement is qualified in its entirety by reference to such agreement, a copy of which is set forth as Exhibits 99.9 and 99.10 hereto. Other than the Registration Rights Agreement, the Class D Preferred Stock Purchase Agreement, the Class E Preferred Stock Purchase Agreement, the Class F Preferred Stock Purchase Agreement, and as described herein, there are no contracts, arrangements, understandings or relationships between or among API, AHI, RPR or Aventis and any other person with respect to any securities of the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 99.1 Information concerning directors and executive officers of API, AHI and RPR. 99.2 Information concerning members of the Supervisory Board and Management Board of Aventis. 99.3 Agreement to File Jointly dated December 22, 1999, by and between API, AHI and RPR. 99.4 Class D Preferred Stock Purchase Agreement, dated May 18, 1994, by and among the Issuer and API. 99.5 Class E Preferred Stock Purchase Agreement, dated March 1, 1995, by and among the Issuer and Old API. 99.6 Class F Preferred Stock Purchase Agreement, dated October 26, 1995, by and among the Issuer and certain Purchasers named therein. 99.7 Amended and Restated License Agreement, dated March 1, 1995, by and between Old API and the Issuer. 99.8 License Agreement, dated March 1, 1995, by and between Old API and the Issuer. 99.9 Amended and Restated Registration Rights Agreement, dated November 3, 1993 and amended on May 13, 1994, March 1, 1995, October 26, 1995, July 10, 1996 and August 7, 1996, by and among the Issuer and certain holders of the Issuer's Preferred Stock named therein. 99.10 Fifth Amendment to Registration Rights Agreement dated October 1, 1996 by and among the Issuer and certain holders of the Issuer's Preferred Stock named therein. 8 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. AVENTIS PHARMACEUTICALS INC. Date: January 7, 2001 By: /s/Edward H. Stratemeier Edward H. Stratemeier Vice President 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. AVENTIS HOLDINGS INC. Date: January 7, 2002 By: /s/Phillip R. Ridolphi Phillip R. Ridolphi President 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. RHONE-POULENC RORER INC. Date: January 7, 2001 By: /s/Edward H. Stratemeier Edward H. Stratemeier Vice President 9 EXHIBIT INDEX Exhibit No. Description Page No. - ----------- ------------ -------- 99.1 Information concerning directors and 11 executive officers of API, AHI and RPR. 99.2 Information concerning members of the Supervisory 14 Board and Management Board of Aventis. 99.3 Agreement to File Jointly dated December 22, 17 1999, by and between API, AHI and RPR. 99.4 Class D Preferred Stock Purchase Agreement, ____ dated May 18, 1994, by and between the Issuer and Old API (incorporated by reference from Exhibit 10.6 to Amendment No. 5 to the Registration Statement on Form S-1 of the Issuer filed with the Securities and Exchange Commission (the "Commission") on October 15, 1996 (the "Registration Statement")). 99.5 Class E Preferred Stock Purchase Agreement, ____ dated March 1, 1995, by and between the Issuer and Old API (incorporated by reference from Exhibit 10.7 to Amendment No. 5 to the Registration Statement). 99.6 Class F Preferred Stock Purchase Agreement, ____ dated October 26, 1995, by and among the Issuer and certain Purchasers named therein (incorporated by reference from Exhibit 10.8 to Amendment No. 5 to the Registration Statement). 99.7 Amended and Restated License Agreement, dated ____ March 1, 1995, by and between Old API and the Issuer (incorporated by reference from Exhibit 10.33 to Amendment No. 5 to the Registration Statement). 99.8 License Agreement, dated March 1, 1995, by ____ and between Old API and the Issuer (incorporated by reference from Exhibit 10.34 to Amendment No. 5 to the Registration Statement). 99.9 Amended and Restated Registration Rights ____ Agreement, dated November 3, 1993 and amended on May 13, 1994, March 1, 1995, October 26, 1995, July 10, 1996 and August 7, 1996, by and among the Issuer and certain holders of the Issuer's Preferred Stock named therein (incorporated by reference from Exhibit 10.11 to Amendment No. 5 to the Registration Statement). 99.10 Fifth Amendment to Registration Rights _____ Agreement dated October 1, 1996 by and among the Issuer and certain holders of the Issuer's Preferred Stock named therein (incorporated by reference from Exhibit 10.36 to Amendment No. 5 to the Registration Statement). 10 EX-99.1 3 d27625_ex99-1.txt DIRECTORS AND OFFICERS EXHIBIT 99.1 Directors and Officers of Aventis Pharmaceuticals Inc. , Aventis Holdings Inc. and Rhone-Poulenc Rorer Inc. The following sets forth the name, title, business address, and present principal occupation of each of the directors and executive officers of API as of January 7, 2002. All are citizens of the United States unless otherwise indicated in parentheses under his or her name. AVENTIS PHARMACEUTICALS INC.
Name Title Address - ---- ----- -------- Daniel Camus Chief Financial Officer Aventis Pharma AG (Germany) of Aventis Pharma AG 65926 Frankfurt Main and Director of API Germany Frank L. Douglas, Head of Research and Aventis Pharma AG Ph.D., M.D. Development of Aventis 65926 Frankfurt Main Pharma AG and Director Germany of API Richard J. Markham Chief Executive Officer Route 202-206 of Aventis Pharma AG Bridgewater, NJ 08807 and Director of API Thierry Soursac, Head of Commercial Route 202-206 M.D., Ph.D. Operations for Aventis Bridgewater, NJ 08807 Pharma AG and Director of API Gerald P. Belle President and Chief Executive 300 Somerset Corporate Blvd. Officer and Director of API Bridgewater, NJ 08807-0800 Susan Ketterman Vice President, NA 300 Somerset Corporate Blvd. Human Resources Bridgewater, NJ 08807-0800 John R. Leone Sr. Vice President, US 300 Somerset Corporate Blvd. Commercial Operations Bridgewater, NJ 08807-0800 Jurgen Lasowski Vice President, NA Business 300 Somerset Corporate Blvd. Development and Strategy, Bridgewater, NJ 08807-0800 Pierre Legault Vice President, Head of NA 300 Somerset Corporate Blvd. (Canada) Finance and Information Systems Bridgewater, NJ 08807-0800 and Chief Financial Officer Daniel G. Maher Vice President, Head of NA 10236 Marion Park Drive Industrial Operations Kansas City, MO 64137 Francois Nader, MD Vice President, Head of NA 300 Somerset Corporate Blvd. Medical Affairs/Regulatory Bridgewater, NJ 08807-0800 Charles F. Rouse, III Vice President, Head of NA 300 Somerset Corporate Blvd. Communications and Bridgewater, NJ 08807-0800 Community Affairs Mark R. Shaw Vice President, Head of NA 300 Somerset Corporate Blvd. Administrative Services Bridgewater, NJ 08807-0800 Edward H. Stratemeier Vice President, Head of NA 300 Somerset Corporate Blvd. Legal, Government Affairs Bridgewater, NJ 08807-0800 and Policy/Secretary Robert J. Carmody Vice President, North America 300 Somerset Corporate Blvd. Tax Bridgewater, NJ 08807-0800
Gerald Dahling Senior Vice President, Route 202-206 Global Patents Bridgewater, NJ 08807-0800 Charles D. Dalton Vice President, Legal Corporate Route 202-206 Development/Secretary Bridgewater, NJ 08807-0800 Thomas Hofstaetter Senior Vice President, Route 202-206 Corporate Development Bridgewater, NJ 08807-0800 Claude Ourceyre Vice President, Corporate 300 Somerset Corporate Blvd. Human Resources - Bridgewater, NJ 08807-0800 Bridgewater Center Kirk Schueler Senior Vice President, Global Route 202-206 Marketing Bridgewater, NJ 08807-0800 Errol de Souza Vice President, Head of Route 202-206 DI&A U.S. Bridgewater, NJ 08807-0800 Michael A. Yeomans Vice President, Global Route 202-206 Business Development Bridgewater, NJ 08807-0800 Terry G. King Treasurer 300 Somerset Corporate Blvd. Bridgewater, NJ 08807-0800 AVENTIS HOLDINGS INC. Directors: Pierre Legault Director 300 Somerset Corporate Blvd. Bridgewater, NJ 08807-0800 Edward H. Stratemeier Director 300 Somerset Corporate Blvd. Bridgewater, NJ 08807-0800 Robert J. Carmody Director 300 Somerset Corporate Blvd. Bridgewater, NJ 08807-0800 Officers: Phillip R. Ridolfi President 3711 Kennett Pike, Suite 200 Greenville, DE 19807 Joan A. Hanlon Vice President & Treasurer 3711 Kennett Pike, Suite 200 Greenville, DE 19807 Andrea Q. Ryan Secretary 3711 Kennett Pike, Suite 200 Greenville, DE 19807 RHONE-POULENC RORER INC. Directors: Pierre Legault Director 300 Somerset Corporate Blvd. Bridgewater, NJ 08807-0800 Robert J. Carmody Director 300 Somerset Corporate Blvd. Bridgewater, NJ 08807-0800 Officers: Pierre Legault President 300 Somerset Corporate Blvd. Bridgewater, NJ 08807-0800 Charles D. Dalton Vice President Route 202-206 Bridgewater, NJ 08807-0800
Edward H. Stratemeier Vice President 300 Somerset Corporate Blvd. Bridgewater, NJ 08807-0800 Robert J. Carmody Vice President/Asst. Treasurer 300 Somerset Corporate Blvd. Bridgewater, NJ 08807-0800 Owen K. Ball, Jr. Secretary 300 Somerset Corporate Blvd. Bridgewater, NJ 08807-0800 Terry G. King Treasurer 300 Somerset Corporate Blvd. Bridgewater, NJ 08807-0800
EX-99.2 4 d27625_ex99-2.txt INFORMATION RELATING TO DIR. AND EXE. OFFICERS Exhibit 99.2 Certain Information Relating to Directors and Executive Officers Supervisory Board and Board of Management and Executive Committee of Aventis SA
Name and Business Address Principal Present Occupation - ------------------------- ---------------------------- SUPERVISORY BOARD Marc Vienot Chairman of the Supervisory Board of (France) Aventis Pharmaceuticals Societe Generale Tour Societe Generale F 92972 Paris la defense Cedex Dr. Martin Fruhauf Vice-Chairman of the Supervisory Board (Germany) of Aventis Aventis Gebaude K 801 Industriepark Hochst 65926 Frankfurt Jean-Marc Bruel Member of the Supervisory Board of (France) Aventis Aventis 46 quai de la Rapee 75601 Paris Cedex 12 Serge Kampf Member of the Supervisory Board of (France) Aventis CAP Gemini Sogeti 11, rue de Tilsit 75017 Paris Prof. Dr. Drs. h. c. Hubert Markl Member of the Supervisory Board of (Germany) Aventis Max-Planck-Geellschaft Hofgartenstrasse 8 80539 Munchen Dr. Gunter Metz Member of the Supervisory Board of (Germany) Aventis Celanese AG Frankfurter Str. 111 61476 Kronberg Didier Pineau-Valencienne Member of the Supervisory Board of (France) Aventis Schneider Electric 64 rue de Miromesnil 75008 Paris Seham Razzouqi Member of the Supervisory Board of (Kuwait) Aventis Kuwait Petroleum Corporation P.O. Box 26565 Safat 13126 Kuwait
Michel Renault Member of the Supervisory Board (France) of Aventis ARJIL & Associes Banque 43 rue Vineuse 75116 Paris Dr. Hans-Jurgen Schinzler Member of the Supervisory Board of (Germany) Aventis Munchener Ruckversicherungs- Gesellschaft Koniginstrasse 107 80802 Munchen BOARD OF MANAGEMENT Jurgen Dormann Chairman of the Board of Management of (Germany) Aventis Aventis, 67917 Strasbourg, Cedex 9, France Jean-Rene Fourtou Vice-Chairman of the Board of Management (France) of Aventis Aventis, 67917 Strasbourg, Cedex 9, France Igor Landau Member of the Board of Management of (France) Aventis Aventis, 67917 Strasbourg, Cedex 9, France Horst Waesche Member of the Board of Management of (Germany) Aventis Aventis, 67917 Strasbourg, Cedex 9, France EXECUTIVE COMMITTEE Jurgen Dormann Chairman of the Board of Management of (Germany) Aventis Aventis, 67917 Strasbourg, Cedex 9, France Jean- Rene Fourtou Vice-Chairman of the Board of Management (France) of Aventis Aventis, 67917 Strasbourg, Cedex 9, France Alain Godard Chief Executive Officer of Aventis (France) Agriculture Igor Landau Member of the Board of Management of (France) Aventis Aventis, 67917 Strasbourg, Cedex 9, France Patrick Langlois Group Executive Vice President - Chief (France) Financial Officer Espace Europeen de l'Entreprise Avenue de l'Europe Schiltigheim France 67300
Richard J. Markham Chief Executive Officer of Aventis (United States) Pharma Route 202-206 Bridgewater, NJ 08807 Rene Penisson Group Executive Vice President - Human (France) Resources Espace Europeen de l'Entreprise Avenue de l'Europe Schiltigheim France 67300 Horst Waesche Member of the Board of Management of (Germany) Aventis Aventis, 67917 Strasbourg, Cedex 9, France
EX-99.3 5 d27625_ex99-3.txt AGREEMENT TO FILE JOINTLY EXHIBIT 99.3 AGREEMENT TO FILE JOINTLY We, the undersigned, hereby express our agreement that the attached Schedule 13D is filed on behalf of each of us. AVENTIS PHARMACEUTICALS INC. Date: January 7, 2002 By: /s/Edward H. Stratemeier Edward H. Stratemeier Vice President AVENTIS HOLDINGS INC. Date: January 7, 2002 By: /s/Phillip R. Ridolphi Phillip R. Ridolphi President RHONE-POULENC RORER INC. Date: January 7, 2002 By: /s/Edward H. Stratemeier Edward H. Stratemeier Vice President -----END PRIVACY-ENHANCED MESSAGE-----