POWER OF ATTORNEY
Each person whose signature appears below hereby severally
constitutes and appoints Ilan K. Reich and David E. Bamberger, and each
of them acting singly, as his or her true and lawful attorney-in-fact
and agent, with full and several power of substitution and
resubstitution, to sign for him or her and in his or her name, place
and stead in any and all capacities indicated below, the registration
statement on Form S-8 filed herewith and any and all pre-effective and
post-effective amendments and supplements to the said registration
statement, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite
and necessary fully to all intents and purposes as he or she might or
could do in person hereby ratifying and confirming all that said
attorney-in-fact and agent, or his or her substitute, may lawfully do
or cause to be done by virtue hereof.
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 below.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ RICHARD G. BABBITT Chairman of the Board of Directors July 31, 2000
------------------------- and Chief Executive Officer
Richard G. Babbitt
/s/ ILAN K. REICH Director and President July 31, 2000
-------------------------
Ilan K. Reich
/s/ JAMES E. BOLIN Director July 31, 2000
-------------------------
James E. Bolin
/s/ MALCOLM R. CURRIE Director July 31, 2000
-------------------------
Malcolm R. Currie, Ph.D.
/s/ JOHN F. DOYLE Director July 31, 2000
-------------------------
John F. Doyle
/s/ MITCHELL S. ROSENTHAL Director July 31, 2000
-------------------------
Mitchell S. Rosenthal, M.D.
/s/ DAVID A. TEPPER Director July 31, 2000
-------------------------
David A. Tepper
/s/ MICHAEL J. DOTY Senior Vice President July 31, 2000
------------------------ And Chief Financial Officer
Michael J. Doty
</TABLE>
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
5 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP as
to the legality of the Company's Common Stock.
23(a) Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(included in the Opinion filed as Exhibit 5 hereto).
23(b) Consent of BDO Seidman, LLP, independent certified public
accountants.
24 Power of Attorney (set forth on the signature page
hereof).
