SECURITIES AND EXCHANGE COMMISSION Litigation Release No. 16113 \ April 20, 1999 Securities and Exchange Commission v. Leonard Rosenberg, Jack Silver, and SG Investment Family Limited Partnership, 99 Civ. 2819 (LBS) (S.D.N.Y.) The Securities and Exchange Commission announced that it filed a complaint on April 19, 1999 in federal court in Manhattan charging two biotechnology scientists and an investment partnership with illegal insider trading in the securities of Panax Pharmaceutical Co., Ltd. ("Panax"), a pharmaceutical company that is now known as Inkine Pharmaceutical Company, Inc. According to the Complaint, the defendants purchased Panax securities in January 1997 when they knew confidential information about important corporate developments at Panax. Named in the Complaint are: Leonard Rosenberg ("Rosenberg"), age 41, vice-president of clinical trials at SciRex Corporation, a clinical research firm that helps pharmaceutical companies obtain financing and regulatory approval for biomedical products. Jack Silver ("Silver"), age 53, the Chief of the Division of Molecular Medicine at North Shore University Hospital in Great Neck, New York. SG Investment Family Limited Partnership ("SG") is a general partnership of which Silver is a partner. According to the Complaint: Rosenberg and Silver independently obtained inside information about: (1) Panax’s acquisition of rights to exploit a new product that aids in colonoscopies ("Colon Pill"), which was first publicly announced on January 15, 1997; and (2) Panax’s planned merger with Sangen Pharmaceutical Company ("Sangen"), which was first publicly announced on January 21, 1997. Rosenberg learned about these developments through his employment with SciRex, which assisted Panax in evaluating the Colon Pill. Rosenberg, on behalf of SciRex, signed an agreement that, among other things, required SciRex and Rosenberg to keep confidential information concerning Panax. Despite this agreement, Rosenberg bought Panax securities on January 10, 13, and 20, 1997 in an account in the name of his wife and in another account that he held jointly with her. When he purchased Panax securities on January 10 and 13, 1997, Rosenberg knew that Panax had signed an agreement to acquire rights to the Colon Pill and planned to announce that fact on January 15, 1997. When he purchased Panax securities on January 20, 1997, Rosenberg knew that Panax had signed an agreement to merge with Sangen and planned to announce that fact the next day. Rosenberg realized at least $15,435 in ill-gotten gains from these trades. Silver learned from Sangen’s president about Panax’s plans to merge with Sangen and acquire the Colon Pill through his participation in confidential negotiations to sell Sangen certain pharmaceutical technology which, in turn, would make Sangen an attractive merger partner to Panax. Silver expressly agreed to keep that information confidential and refrain from purchasing Panax securities. Despite that agreement, Silver purchased Panax common stock on January 14 and 16, 1997 in a brokerage account in the name of SG. Silver and SG realized at least $8,653 in ill- gotten gains from these trades. The Complaint alleges that, by engaging in the above described conduct, Rosenberg, Silver and SG committed securities fraud, in violation of Section 10(b) of the Securities Exchange Act of 1934 ("Exchange Act") and Rule 10b-5 thereunder. In the Complaint, the Commission seeks final judgments permanently enjoining Rosenberg, Silver and SG from future violations of Section 10(b) of the Exchange Act and Rule 10b-5, disgorgement of their respective trading profits plus pre-judgment interest, and civil penalties pursuant to the Insider Trading and Securities Fraud Enforcement Act of 1988. Without admitting or denying the substantive allegations in the Complaint, Rosenberg, Silver and SG have consented to the entry of final judgments permanently enjoining them from violating Section 10(b) of the Exchange Act and Rule 10b-5. Rosenberg has agreed to pay disgorgement of $15,435 plus prejudgment interest of $2,878.81, and $15,435 in civil penalties. Silver and SG have agreed to pay, jointly and severally, disgorgement of $8,653 plus prejudgment interest of $1,613.89, and civil penalties of $8,653 and $4,326.50 respectively.