CHIREX INC, S-3/A, 1998-12-23

CHIREX INC
S-3/A, 1998-12-23
PHARMACEUTICAL PREPARATIONS

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 23, 1998

REGISTRATION NO. 333-68849

---------------

AMENDMENT NO. 1

FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CHIREX INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

---------------

DELAWARE 04-3296309
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
INCORPORATION OR ORGANIZATION)

300 ATLANTIC STREET, SUITE 402
STAMFORD, CONNECTICUT 06901
203-351-2300
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTION OFFICES)

BETH P. HECHT, ESQ.
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
CHIREX INC.
300 ATLANTIC STREET, SUITE 402
STAMFORD, CONNECTICUT 06901
203-351-2300
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)

COPY TO:
KRIS F. HEINZELMAN, ESQ.
CRAVATH, SWAINE & MOORE
WORLDWIDE PLAZA
825 EIGHTH AVENUE
NEW YORK, NEW YORK 10019

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the
following box: [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box: [X]

CALCULATION OF REGISTRATION FEE

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED MAXIMUM
TITLE OF EACH CLASS PROPOSED MAXIMUM AGGREGATE
OF SECURITIES TO AMOUNT TO BE OFFERING OFFERING AMOUNT OF
BE REGISTERED REGISTERED PRICE PER UNIT(1) PRICE(2) REGISTRATION FEE
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities(4) ....
Preferred Stock, par
value
$.01 per share (5)(6)
......................
Depositary Shares(6)... (3) (3) (3) (3)
Common Stock, par value
$.01 per share(7).....
Warrants(8)............
- -------------------------------------------------------------------------------
Total................... $100,000,000(9) 100% $100,000,000(9) $27,800
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(1) The proposed maximum offering price per unit will be determined from time
to time by the registrant in connection with the issuance by the
registrant of the securities registered hereunder.
(2) The proposed maximum aggregate offering price has been estimated solely
for the purpose of calculating the registration fee pursuant to Rule
457(o) under the Securities Act of 1933.
(3) Not applicable pursuant to General Instructions II.D. of Form S-3.
(footnotes continued on next page)
---------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>

(continued from previous page)

(4) Subject to note (9) below, there is being registered hereunder an
indeterminate principal amount of Debt Securities as may be sold, from
time to time, by the registrant. If any Debt Securities are issued at an
original issue discount, then the offering price shall be in such greater
principal amount as shall result in an aggregate initial offering price
not to exceed $100,000,000 less the dollar amount of any securities
previously issued hereunder.
(5) Subject to note (9) below, there is being registered hereunder an
indeterminate number of shares of Preferred Stock as may be sold, from
time to time, by the registrant. There are also being registered hereunder
an indeterminate number of shares of Preferred Stock as shall be issuable
upon the exercise of certain associated Rights (as defined) to purchase
fractional interests in shares of Preferred Stock. Until the occurrence of
certain prescribed events, none of which has occurred, the Rights are not
exercisable.
(6) Subject to note (9) below, there is being registered hereunder an
indeterminate number of Depositary Shares (to be evidenced by Depositary
Receipts issued pursuant to a Deposit Agreement) as may be sold, from time
to time, by the registrant. In the event the registrant elects to offer
fractional interests in shares of Preferred Stock registered hereunder,
Depositary Receipts will be distributed to those persons purchasing such
fractional interests and the shares of Preferred Stock will be issued to
the depositary under the Deposit Agreement.
(7) Subject to note (9) below, there is being registered hereunder an
indeterminate number of shares of Common Stock as may be sold, from time
to time, by the registrant. There are also being registered hereunder (i)
an indeterminate number of shares of Common Stock as may be issuable upon
conversion or redemption of Preferred Stock or Debt Securities registered
hereunder and (ii) the Rights referred to in note (5) above. Until the
occurrence of certain prescribed events, none of which has occurred, the
Rights are evidenced by the certificates representing the Common Stock and
will be transferred along with and only with the Common Stock. After the
occurrence of certain prescribed events, none of which has occurred, the
Rights will be evidenced by separate certificates.
(8) Subject to note (9) below, there is being registered hereunder an
indeterminate amount and number of Warrants, (representing rights to
purchase Debt Securities, Preferred Stock, or Common Stock registered
hereunder.) as may be sold, from time to time, by the registrant.
(9) In no event will the aggregate initial offering price of all securities
issued from time to time pursuant to this Registration Statement exceed
$100,000,000 or the equivalent thereof in one or more foreign currencies,
foreign currency units or composite currencies. The securities registered
hereunder may be sold separately or as units with other securities
registered hereunder.
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the various expenses in connection with the
sale and distribution of the securities being registered, other than the
underwriting discounts and commissions. All amounts shown are estimates except
for the Securities and Exchange Commission registration fee.

<TABLE>
<S> <C>
SEC Registration Fee............................................ $ 27,800
Accounting Fees and Expenses.................................... 100,000
Legal Fees and Expenses......................................... 200,000
Printing, Engraving and Mailing Expenses........................ 25,000
--------
Total........................................................... $352,800
========
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Article EIGHTH of the Registrant's Certificate of Incorporation (the
"Certificate of Incorporation") provides that no director of the Registrant
shall be personally liable for any monetary damages for any breach of
fiduciary duty as a director, except to the extent that the Delaware General
Corporation Law prohibits the elimination or limitation of liability of
directors for breach of fiduciary duty.

Article NINTH of the Certificate of Incorporation provides that a director
or officer of the Registrant (a) shall be indemnified by the Registrant
against all expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement incurred in connection with any litigation or other legal
proceeding (other than an action by or in the right of the Registrant) brought
against him by virtue of his position as a director or officer of the
Registrant if he acted in good faith and in a manner he reasonably believed to
be in, or not opposed to the best interests of the Registrant, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful and (b) shall be indemnified by the
Registrant against all expenses (including attorneys' fees) and amounts paid
in settlement incurred in connection with any action by or in the right of the
Registrant brought against him by virtue of his position as a director or
officer of the Registrant if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Registrant, except that no indemnification shall be made with respect to any
matter as to which such person shall have been adjudged to be liable to the
Registrant, unless the Court of Chancery of Delaware determines that, despite
such adjudication but in view of all of the circumstances, he is entitled to
indemnification of such expenses. Notwithstanding the foregoing, to the extent
that a director or officer has been successful, on the merits or otherwise,
including, without limitation, the dismissal of an action without prejudice,
he is required to be indemnified by the Registrant against all expenses
(including attorneys' fees) actually and reasonably incurred in connection
therewith. In the event the Registrant does not assume the defense of an
action in accordance with the Certificate of Incorporation, expenses shall be
advanced to a director or officer at his request prior to the final
disposition of the matter, provided that he undertakes to repay the amount
advanced if it is ultimately determined that he is not entitled to
indemnification for such expenses.

Indemnification is required to be made unless the Registrant determines that
the applicable standard of conduct required for indemnification has not been
met. In the event of a determination by the Registrant that the director or
officer did not meet the applicable standard of conduct required for
indemnification, or if the Registrant fails to make an indemnification payment
within 60 days after such payment is claimed by such person, such person is
permitted to petition the court to make an independent determination as to
whether such person is entitled to indemnification. As a condition precedent
to the right of indemnification, the director, or officer must give the
Registrant notice of the action for which indemnity is sought and the
Registrant has the right to participate in such action or assume the defense
thereof.

II-1
<PAGE>

Article NINTH of the Certificate of Incorporation further provides that the
indemnification provided therein is not exclusive, and provides that in the
event that the Delaware General Corporation Law is amended to expand the
indemnification permitted to directors or officers the Registrant must
indemnify those persons to the fullest extent permitted by such law as so
amended.

Section 145 of the Delaware General Corporation Law provides that a
corporation has the power to indemnify a director, officer, employee or agent
of the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred
in connection with an action or proceeding to which he is or is threatened to
be made a party by reason of such position, if such person shall have acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, in any criminal proceeding, if
such person had no reasonable cause to believe his conduct was unlawful;
provided, that, in the case of actions brought by or in the right of the
corporation, no indemnification shall be made with respect to any matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the adjudicating court determines that such
indemnification is proper under the circumstances.

Pursuant to the Underwriting Agreement, the Underwriters are obligated,
under certain circumstances, to indemnify directors and officers of the
Registrant against certain liabilities, including liabilities under the
Securities Act. Reference is made to the form of Underwriting Agreement filed
as Exhibits 1 hereto.

The Company has purchased a general liability insurance policy which covers
certain liabilities of directors and officers of the Company arising out of
claims based on acts or omissions in their capacities as directors and
officers.

ITEM 16. EXHIBITS

II-2
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
10.2*** 1997 Stock Incentive Plan.
10.3*** Amended and Restated 1995 Director Stock Option Plan.
10.4* Employment Agreement with Alan R. Clark.
10.5* Employment Agreement with David F. Raynor.
10.6*** Employment Agreement with John Graham Thorpe.
10.7*** Employment Agreement with John Edward Weir.
10.8*** Settlement Agreement with Robert L. Bratzler.
10.9*** Consulting Agreement with Robert L. Bratzler.
10.10*** ChiRex Pension Scheme.
10.11+*** Supply Agreement dated as of January 21, 1997 between ChiRex Inc.
and Cell Therapeutics, Inc.
10.12+*** License Agreement dated as of January 28, 1997 between ChiRex Inc.
and President and Fellows of Harvard College.
10.13* Contract Research Agreement by and between the Registrant and
Sepracor Inc. dated December 21, 1995.
10.14* Contract Manufacturing Agreement by and between the Registrant and
Sepracor Inc.
10.15* Technology Transfer and License Agreement by and between the
Registrant and Sepracor Inc., dated as of January 1, 1995, as
amended.
10.16* Corporate Services Agreement by and between the Registrant and
Sepracor Inc. dated December 21, 1995.
10.17* Supply Agreement by and between the Registrant and Sepracor Inc.
dated December 21, 1995.
10.18* Technology Development Agreement by and between SepraChem Inc. and
Sandoz Pharma Ltd., dated October 1, 1995.
10.19* License Agreement by and between Sepracor Inc. and Massachusetts
Institute of Technology, dated May 5, 1989.
10.20* License Agreement by and between Sepracor Inc. and Massachusetts
Institute of Technology, dated June 21, 1991.
10.21* License Agreement by and between Sepracor Inc. and Research
Corporation Technologies, Inc., dated March 13, 1991.
10.22* License Agreement by and between Sepracor Inc. and Research
Corporation Technologies, Inc., dated September 10, 1992.
10.23* License Agreement by and between Sepracor Inc. and Tanabe Seiyaku
Co., Ltd., dated October 30, 1990.
10.24* Toll Manufacturing Agreement by and between Sterling Organics
Limited and Rohm and Haas (UK) Limited, dated July 4, 1991.
10.25* Toll Manufacturing Agreement by and between Sterling Organics
Limited and Rohm and Haas (UK) Limited, dated August 27, 1987.
10.26* Supply Agreement by and between Sterling Organics Limited and Sanofi
S.A., dated August 10, 1995.
10.27* Supply Agreement by and between Sterling Organics Limited and Sanofi
S.A. dated August 10, 1995.
10.28* Supply Agreement by and between Sterling Organics and Sanofi S.A.,
dated August 10, 1995.
</TABLE>

II-3
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
10.29* Sterling/Currency LIBOR Revolving Credit Facility between Midland
Bank plc and ChiRex (Holdings) Limited, dated as of August 2,
1996.
10.30* Procedural Joint Union Agreement by and between Sterling Organics
and AEEU, dated July 7, 1975.
10.31* House Agreement by and between Sterling Organics Limited and AEEU,
dated February 1976.
10.32* Procedural Agreement by and between Sterling Organics Limited and
EESA, dated November 3, 1979.
10.33* Agreement by and between Sterling Organics Limited and ACTS, dated
July 19, 1978.
10.34* Escrow Agreement by and between the Registrant, Roger B. Pettman
and Broomes Secretarial Services Limited.
10.35* Escrow Agreement by and between Alan R. Clark, David F. Raynor,
John E. Weir, J. Graham Thorpe, Hugh F. Ford, William Riddle,
Geoff B. Loxham, C. Lyn Chapple, David A. Routledge and Broomes
Secretarial Services Limited.
10.36+***** Supply Agreement between ChiRex Inc. and Glaxo Wellcome plc.
10.37## Employment Agreement with Michael A. Griffith dated December 22,
1997.
10.38## Employment Agreement with Jon E. Tropsa dated January 1, 1998.
10.39## Employment Agreement with Beth P. Hecht dated December 22, 1997.
10.40## Scientific Advisory Board Consulting Board Agreement with Eric
Jacobsen, Ph.D. dated July 19, 1996.
12### Computation of Earnings to Fixed Charges--Deficiency Amount for
the Registrant.
13## ChiRex Inc. 1997 Annual Report.
16** Letter re Change in Certifying Accountant.
21### Subsidiaries of the Registrant.
23.1### Consent of Arthur Andersen LLP.
23.2### Consent of PricewaterhouseCoopers LLP
23.3#### Consent of Cravath, Swaine & Moore (included in Exhibit 5).
25### Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of United States Trust Company of New York,
as trustee, on Form T-1.
</TABLE>

- --------
* Incorporated by reference to the corresponding exhibits in the
Registration Statement on Form S-1 previously filed by the Registrant
(File no. 33-80831)
** Incorporated by reference to the Form 8-K previously filed by the
Registrant on September 11, 1996.
*** Incorporated by reference to the corresponding exhibits in the
Registration Statement on Form S-1 previously filed by the Registrant on
February 26, 1997 (File no. 333-22401).
**** Incorporated by reference to the Form 8-K previously filed by the
Registrant on April 11, 1997.
***** Previously filed by the Registrant on the Company's 1996 Annual Report
on Form 10-K and is incorporated by reference.
# Previously filed by the Registrant on the Company's 1996 Annual Report
on Form 10-K and is incorporated by reference.
## Previously filed by the Registrant on the Company's 1997 Annual Report
on Form 10-K and is incorporated by reference.

### Filed on December 14, 1998.

#### Filed herewith.
+ Confidential treatment received as to certain portions.

II-4
<PAGE>

ITEM 17. UNDERTAKINGS.

(A) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in this registration statement;

Provided, however, that paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(4) As to documents subsequently filed that are incorporated by
reference: The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934, as applicable) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

(B) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions contained in the Certificate of
Incorporation and Amended and Restated By-Laws of the Registrant and the laws
of the State of Delaware, or otherwise, the Registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.

II-5
<PAGE>

(C) The undersigned Registrant hereby undertakes to provide to the
Underwriters at the closing specified in the Underwriting Agreement
certificates in such denominations and registered in such names as required by
the Underwriters to permit prompt delivery to each purchaser.

(D) The undersigned Registrant hereby undertakes that:

(1) For the purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

II-6
<PAGE>

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN STAMFORD, CONNECTICUT ON DECEMBER 23, 1998.

CHIREX INC.

/s/ Michael A. Griffith
By: _________________________________
MICHAEL A. GRIFFITH, CHAIRMAN AND
CHIEF EXECUTIVE OFFICER

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATE INDICATED.

SIGNATURE TITLE DATE

Chairman of the Board,
/s/ Michael A. Griffith Chief Executive December 23,
- ------------------------------------- Officer, and Director 1998
MICHAEL A. GRIFFITH (principal executive
and financial
officer)

Director
/s/ Dirk Detert December 23,
- ------------------------------------- 1998
DIRK DETERT

Director
/s/ Eric N. Jacobsen December 23,
- ------------------------------------- 1998
ERIC N. JACOBSEN

Director
/s/ W. Dieter Zander December 23,
- ------------------------------------- 1998
W. DIETER ZANDER

Vice President,
/s/ Jon E. Tropsa Finance (principal December 23,
- ------------------------------------- accounting officer) 1998
JON E. TROPSA

II-7
<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
1### Form of Underwriting Agreement.
2.1* Agreement for the Sale and Purchase of the Entire Issued Share
Capital of Sterling Organics Limited by and among Sanofi Winthrop
Limited, Crossco (157) Limited and Sanofi, dated August 10, 1995.
2.2* Contribution Agreement by and among the Registrant, SepraChem Inc.
and the shareholders of Crossco (157) Limited listed on Schedule I
attached thereto, dated February 7, 1996.
2.3* Agreement and Plan of Merger by and among the Registrant, SepraChem
Inc., Sepracor Inc., SepraChem Merger Corporation, Roger B. Pettman
and Certain Trusts Affiliated with Victor H. Wooley, dated as of
February 6, 1996, as amended.
2.4+**** Asset Purchase Agreement between ChiRex Limited, ChiRex Inc. and
Rhone-Poulenc Chimie S.A.
2.5+***** Asset Purchase Agreement between ChiRex Inc. and Glaxo Wellcome
plc.
3.1* Certificate of Incorporation of the Registrant.
3.2*** Amended and Restated By-Laws of the Registrant.
4.1* Specimen Certificate for Shares of Common Stock, $.01 par value, of
the Registrant.
4.2***** Facilities Agreement between ChiRex (Holdings) Limited and Bankers
Trust Company.
4.3***** Pledge Agreement between ChiRex Inc. and Bankers Trust Company.
4.4### Form of Indenture.
4.5### Form of Depositary Agreement.
4.6### Form of Warrant Agreement.
5#### Opinion of Cravath, Swaine & Moore with respect to the validity of
the securities being offered.
10.1* 1995 Employee Stock Purchase Plan.
10.2*** 1997 Stock Incentive Plan.
10.3*** Amended and Restated 1995 Director Stock Option Plan.
10.4* Employment Agreement with Alan R. Clark.
10.5* Employment Agreement with David F. Raynor.
10.6*** Employment Agreement with John Graham Thorpe.
10.7*** Employment Agreement with John Edward Weir.
10.8*** Settlement Agreement with Robert L. Bratzler.
10.9*** Consulting Agreement with Robert L. Bratzler.
10.10*** ChiRex Pension Scheme.
10.11+*** Supply Agreement dated as of January 21, 1997 between ChiRex Inc.
and Cell Therapeutics, Inc.
10.12+*** License Agreement dated as of January 28, 1997 between ChiRex Inc.
and President and Fellows of Harvard College.
10.13* Contract Research Agreement by and between the Registrant and
Sepracor Inc. dated December 21, 1995.
10.14* Contract Manufacturing Agreement by and between the Registrant and
Sepracor Inc.
10.15* Technology Transfer and License Agreement by and between the
Registrant and Sepracor Inc., dated as of January 1, 1995, as
amended.
10.16* Corporate Services Agreement by and between the Registrant and
Sepracor Inc. dated December 21, 1995.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
10.17* Supply Agreement by and between the Registrant and Sepracor Inc.
dated December 21, 1995.
10.18* Technology Development Agreement by and between SepraChem Inc. and
Sandoz Pharma Ltd., dated October 1, 1995.
10.19* License Agreement by and between Sepracor Inc. and Massachusetts
Institute of Technology, dated May 5, 1989.
10.20* License Agreement by and between Sepracor Inc. and Massachusetts
Institute of Technology, dated June 21, 1991.
10.21* License Agreement by and between Sepracor Inc. and Research
Corporation Technologies, Inc., dated March 13, 1991.
10.22* License Agreement by and between Sepracor Inc. and Research
Corporation Technologies, Inc., dated September 10, 1992.
10.23* License Agreement by and between Sepracor Inc. and Tanabe Seiyaku
Co., Ltd., dated October 30, 1990.
10.24* Toll Manufacturing Agreement by and between Sterling Organics
Limited and Rohm and Haas (UK) Limited, dated July 4, 1991.
10.25* Toll Manufacturing Agreement by and between Sterling Organics
Limited and Rohm and Haas (UK) Limited, dated August 27, 1987.
10.26* Supply Agreement by and between Sterling Organics Limited and
Sanofi S.A., dated August 10, 1995.
10.27* Supply Agreement by and between Sterling Organics Limited and
Sanofi S.A. dated August 10, 1995.
10.28* Supply Agreement by and between Sterling Organics and Sanofi S.A.,
dated August 10, 1995.
10.29* Sterling/Currency LIBOR Revolving Credit Facility between Midland
Bank plc and ChiRex (Holdings) Limited, dated as of August 2,
1996.
10.30* Procedural Joint Union Agreement by and between Sterling Organics
and AEEU, dated July 7, 1975.
10.31* House Agreement by and between Sterling Organics Limited and AEEU,
dated February 1976.
10.32* Procedural Agreement by and between Sterling Organics Limited and
EESA, dated November 3, 1979.
10.33* Agreement by and between Sterling Organics Limited and ACTS, dated
July 19, 1978.
10.34* Escrow Agreement by and between the Registrant, Roger B. Pettman
and Broomes Secretarial Services Limited.
10.35* Escrow Agreement by and between Alan R. Clark, David F. Raynor,
John E. Weir, J. Graham Thorpe, Hugh F. Ford, William Riddle,
Geoff B. Loxham, C. Lyn Chapple, David A. Routledge and Broomes
Secretarial Services Limited.
10.36+***** Supply Agreement between ChiRex Inc. and Glaxo Wellcome plc.
10.37## Employment Agreement with Michael A. Griffith dated December 22,
1997.
10.38## Employment Agreement with Jon E. Tropsa dated January 1, 1998.
10.39## Employment Agreement with Beth P. Hecht dated December 22, 1997.
10.40## Scientific Advisory Board Consulting Board Agreement with Eric
Jacobsen, Ph.D. dated July 19, 1996.
12### Computation of Earnings to Fixed Charges--Deficient Amount for the
Registrant.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
13## ChiRex Inc. 1997 Annual Report.
16** Letter re Change in Certifying Accountant.
21### Subsidiaries of the Registrant.
23.1### Consent of Arthur Andersen LLP.
23.2### Consent of PricewaterhouseCoopers LLP.
23.3#### Consent of Cravath, Swaine & Moore (included in Exhibit 5).
25### Statement of Eligibility and Qualification under the Trust Indenture
Act of 1939 of United States Trust Company of New York, as trustee,
on Form T-1.
</TABLE>
- --------

* Incorporated by reference to the corresponding exhibits in the
Registration Statement on Form S-1 previously filed by the Registrant
(File no. 33-80831)
** Incorporated by reference to the Form 8-K previously filed by the
Registrant on September 11, 1996.
*** Incorporated by reference to the corresponding exhibits in the
Registration Statement on Form S-1 previously filed by the Registrant on
February 26, 1997 (File no. 333-22401).
**** Incorporated by reference to the Form 8-K previously filed by the
Registrant on April 11, 1997.
***** Previously filed by the Registrant on the Company's 1996 Annual Report
on Form 10-K and is incorporated by reference.
# Previously filed by the Registrant on the Company's 1996 Annual Report
on Form 10-K and is incorporated by reference.
## Previously filed by the Registrant on the Company's 1997 Annual Report
on Form 10-K and is incorporated by reference.

### Filed on December 14, 1998.

#### Filed herewith.
+ Confidential treatment received as to certain portions.

<PAGE>

EXHIBIT 5

December 23, 1998

ChiRex Inc.
-----------
Registration Statement on Form S-3
----------------------------------

Dear Ladies and Gentlemen:

We have acted as special counsel for ChiRex Inc., a Delaware
corporation (the "Company"), in connection with the filing by the Company with
the Securities and Exchange Commission (the "Commission") of a Registration
Statement on Form S-3 (the "Registration Statement") relating to (i) debt
securities of the Company, which may be senior (the "Senior Securities") or
subordinated (the "Subordinated Securities" and, collectively with the Senior
Securities, the "Debt Securities"); (ii) warrants to purchase Debt Securities
(the "Debt Warrants"); (iii) shares of preferred stock, $.01 par value per
share, of the Company (the "Preferred Stock"); (iv) warrants to purchase shares
of Preferred Stock (the "Preferred Stock Warrants"); (v) depositary shares
representing entitlement to all rights and preferences of fractional interests
in shares of Preferred Stock of a specified series (the "Depositary Shares");
(vi) Common Stock, $.01 par value per share, of the Company (the "Common
Stock"); and (vii) warrants to purchase shares of Common Stock (the "Common
Stock Warrants"). The Debt Warrants, Preferred Stock Warrants and the Common
Stock Warrants are referred to herein as the "Warrants", and the Debt
Securities, Preferred Stock, Depositary Shares, Common Stock and the Warrants
are referred to herein collectively as the "Offered Securities". The Offered
Securities being registered under the Registration Statement will have an
aggregate initial offering price of up to $100,000,000, or the equivalent
thereof in foreign currencies or composite currencies and will be offered on a
continued or delayed basis pursuant to the provisions of Rule 415 under the
Securities Act of 1933, (the "Securities Act").
<PAGE>
Unless otherwise provided in any prospectus supplement forming a part
of the Registration Statement relating to a particular series of Debt
Securities, the Debt Securities will be issued under an Indenture in the form of
Exhibit 4.4 to the Registration Statement (the "Indenture") to be executed by
the Company and United States Trust Company of New York, as Trustee (the
"Trustee"). The Preferred Stock will be issued pursuant to a Certificate of
Designations (the "Certificate of Designations") relating to a particular series
of Preferred Stock. The Depositary Shares will be issued under a Deposit
Agreement (the "Deposit Agreement") to be entered into between the Company and
an institution as identified in the Deposit Agreement. The Warrants will be
issued under one or more warrant agreements (each, a "Warrant Agreement"), each
to be entered into between the Company and one or more institutions as
identified in the applicable Warrant Agreement.

In connection with the foregoing, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary for the
purposes of this opinion, including without limitation the following: (a) the
Certificate of Incorporation, as amended of the Company; (b) the Amended and
Restated By-laws of the Company; (c) the Indenture; (d) the form of proposed
Deposit Agreement; (e) the form of proposed Warrant Agreement; (f) the form of
the Underwriting Agreement attached as Exhibit 1 to the Registration Statement;
and (g) the unanimous written consent of the Board of Directors of the Company.

Based upon and subject to the foregoing and assuming that (i) the
Registration Statement and any amendments thereto (including post-effective
amendments) will have become effective and comply with all applicable laws; (ii)
the Registration Statement will be effective and will comply with all applicable
laws at the time the Offered Securities are offered or issued as contemplated by
the Registration Statement; (iii) a prospectus supplement will have been
prepared and filed with the Commission describing the Offered Securities offered
thereby and will comply with all applicable laws; (iv) all Offered Securities
will be issued and sold in compliance with applicable federal and state
securities laws and in the manner stated in the Registration Statement and the
appropriate prospectus supplement; (v) a definitive purchase, underwriting or
similar agreement and any other necessary agreement with
<PAGE>

respect to any Offered Securities offered or issued will have been duly
authorized and validly executed and delivered by the Company and the other
parties thereto; and (vi) any Offered Securities issuable upon conversion,
exchange or exercise of any Offered Security being offered or issued will be
duly authorized, created and, if appropriate, reserved for issuance upon such
conversion, exchange or exercise, we are of the opinion as follows:

(1) The Company is duly incorporated and is a validly existing
corporation under the laws of the State of Delaware.

(2) With respect to Debt Securities to be issued under the Indenture,
when (A) the Trustee is qualified to act as Trustee under the Indenture,
(B) the Trustee has duly executed and delivered the Indenture, (C) the
Indenture has been duly authorized and validly executed and delivered by
the Company to the Trustee, (D) the Indenture has been duly qualified under
the Trust Indenture Act of 1939, as amended, (E) the Board of Directors of
the Company or a duly constituted and acting committee thereof (such Board
of Directors or committee being hereinafter referred to as the "Board") has
taken all necessary corporate action to approve the issuance and terms of
such Debt Securities, the terms of the offering thereof and related
matters, and (F) such Debt Securities have been duly executed,
authenticated, issued and delivered in accordance with the provisions of
the Indenture, and the applicable definitive purchase, underwriting or
similar agreement approved by the Board upon payment of the consideration
therefor provided for therein, such Debt Securities will be validly issued
and will constitute valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms, (subject to
applicable bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium or other similar laws affecting creditors' rights generally from
time to time in effect and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at law).

(3) With respect to shares of Preferred Stock, when both (A) the
Board has taken all necessary corporate action to approve the issuance and
terms of the shares of Preferred Stock, the terms of the

<PAGE>

offering thereof and related matters, including the adoption of a
Certificate of Designation relating to such Preferred Stock and the filing
of the Certificate of Designation with the Secretary of State of the State
of Delaware, and (B) certificates representing the shares of Preferred
Stock have been duly executed, countersigned, registered and delivered
either (i) in accordance with the applicable definitive purchase,
underwriting or similar agreement approved by the Board upon payment of the
consideration therefor (not less than the par value of the Preferred Stock)
provided for therein or (ii) upon conversion or exercise of any other
Offered Security, in accordance with the terms of such Offered Security or
the instrument governing such Offered Security providing for such
conversion or exercise as approved by the Board, for the consideration
approved by the Board (not less than the par value of the Preferred Stock),
then the shares of Preferred Stock will be validly issued, fully paid and
nonassessable.

(4) With respect to Depositary Shares, when (A) the Board has taken
all necessary corporate action to approve the issuance and terms of the
Depositary Shares, the terms of the offering thereof and related matters,
including the adoption of a Certificate of Designation relating to the
Preferred Stock underlying such Depositary Shares and the filing of the
Certificate of Designation relating to the Preferred Stock underlying such
Depositary Shares with the Secretary of State of the State of Delaware, (B)
the Deposit Agreement or Agreements relating to the Depositary Shares and
the related depositary receipts have been duly authorized and validly
executed and delivered by the Company and the Depositary appointed by the
Company, (C) the shares of Preferred Stock underlying such Depositary
Shares have been deposited with a bank or trust company (which meets the
requirements for the Depositary set forth in the Registration Statement)
under the applicable Deposit Agreement, and (D) the depositary receipts
representing the Depositary Shares have been duly executed, countersigned,
registered and delivered in accordance with the appropriate Deposit
Agreement and the applicable definitive purchase, underwriting or similar
agreement approved by the Board upon payment of the
<PAGE>

consideration therefor provided for therein, the Depositary Shares will be
validly issued.

(5) With respect to shares of Common Stock, when both (A) the Board
has taken all necessary corporate action to approve the issuance of and the
terms of the offering of the shares of Common Stock and related matters and
(B) certificates representing the shares of Common Stock have been duly
executed, countersigned, registered and delivered either (i) in accordance
with the applicable definitive purchase, underwriting or similar agreement
approved by the Board upon payment of the consideration therefor (not less
than the par value of the Common Stock) provided for therein or (ii) upon
conversion or exercise of any other Offered Security, in accordance with
the terms of such Offered Security or the instrument governing such Offered
Security providing for such conversion or exercise as approved by the
Board, for the consideration approved by the Board (not less than the par
value of the Common Stock), then the shares of Common Stock will be validly
issued, fully paid and nonassessable.

(6) With respect to the Warrants, when (A) the Board has taken all
necessary corporate action to approve the creation of and the issuance and
terms of the Warrants, the terms of the offering thereof and related
matters, (B) the Warrant Agreement or Agreements relating to the Warrants
have been duly authorized and validly executed and delivered by the Company
and the warrant agent appointed by the Company and (C) the Warrants or
certificates representing the Warrants have been duly executed,
countersigned, registered and delivered in accordance with the appropriate
Warrant Agreement or Agreements and the applicable definitive purchase,
underwriting or similar agreement approved by the Board upon payment of the
consideration therefor provided for therein, the Warrants will be validly
issued.

We are aware that we are referred to under the heading "Legal
Opinions" in the prospectus forming a part of the Registration Statement, and we
hereby consent to such use of our name therein and to the use of this opinion
for filing with the Registration Statement as Exhibit 5 thereto. In giving this
consent, we do not hereby admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act or the Rules and
Regulations of the Commission promulgated thereunder.

Very truly yours,

Cravath, Swaine & Moore

ChiRex Inc.
300 Atlantic Street, Suite 402
Stamford, CT 06901