<PAGE> 1 of 14
UNITED STATES OMB Number: 3235-0145
SECURITIES AND EXCHANGE COMMISSION Expires: October 31, 1997
Washington, D.C. 20549 Estimated average burden hours
per response.....14.90
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
INTERFERON SCIENCES, INC.
(Name of Issuer)
Common Stock, no par value per share
(Title of Class of Securities)
458903101
(CUSIP Number)
Timothy C. Maguire, Esq.; Anne G. Plimpton, Esq.
Testa, Hurwitz & Thibeault
High Street Tower
125 High Street
Boston, Massachusetts
(617) 248-7000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 29, 1995
(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
Rule 13d-1(b)(3) or (4), check the following box ___.
Check the following box if a fee is being paid with the
statement ___. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership
of five percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) 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 the
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).
<PAGE> 2 of 14
SCHEDULE 13D
CUSIP NO. 458903101 Page 2 of 14 Pages
____________________________________________________________________
1 NAME OF REPORTING PERSON BIOTECHNOLOGY INVESTMENT
GROUP, L. L. C. ("BIO")
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON n/a
____________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ___
(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
NUMBER OF 0
SHARES ______________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 2,710,834
REPORTING ______________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH
0
______________________________________________________
10 SHARED DISPOSITIVE POWER
2,710,834
____________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,710,834
____________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES ___
CERTAIN SHARES*
____________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.06%
____________________________________________________________________
14 TYPE OF REPORTING PERSON *
00 (Limited Liability Company)
____________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3 of 14
SCHEDULE 13D
CUSIP NO. 458903101 Page 3 of 14 Pages
____________________________________________________________________
1 NAME OF REPORTING PERSON EDWARD BLECH TRUST ("EBT")
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON n/a
____________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ___
(b) _X_
____________________________________________________________________
3 SEC USE ONLY
____________________________________________________________________
4 SOURCE OF FUNDS*
00
____________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS ___
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
____________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
____________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0
SHARES ______________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 2,710,834
REPORTING ______________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH
0
______________________________________________________
10 SHARED DISPOSITIVE POWER
2,710,834
____________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,710,834
____________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES ___
CERTAIN SHARES*
____________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.06%
____________________________________________________________________
14 TYPE OF REPORTING PERSON *
00
____________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 4 of 14
SCHEDULE 13D
CUSIP NO. 458903101 Page 4 of 14 Pages
____________________________________________________________________
1 NAME OF REPORTING PERSON COLLINSON HOWE VENTURE
PARTNERS, INC. ("CHVP") (formerly known as Schroder
Venture Advisers, Inc.) S.S. or I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON n/a
____________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ___
(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
NUMBER OF 0
SHARES ______________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 2,710,834
REPORTING ______________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH
0
______________________________________________________
10 SHARED DISPOSITIVE POWER
2,710,834
____________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,710,834
____________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES ___
CERTAIN SHARES*
____________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.06%
____________________________________________________________________
14 TYPE OF REPORTING PERSON *
CO
____________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 5 of 14
SCHEDULE 13D
CUSIP NO. 458903101 Page 5 of 14 Pages
____________________________________________________________________
1 NAME OF REPORTING PERSON JEFFREY J. COLLINSON ("JJC")
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON n/a
____________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ___
(b) _X_
____________________________________________________________________
3 SEC USE ONLY
____________________________________________________________________
4 SOURCE OF FUNDS*
PF
____________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS ___
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
____________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
____________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0
SHARES ______________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 2,710,834
REPORTING ______________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH
0
______________________________________________________
10 SHARED DISPOSITIVE POWER
2,710,834
____________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,710,834
____________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES ___
CERTAIN SHARES*
____________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.06%
____________________________________________________________________
14 TYPE OF REPORTING PERSON *
IN
____________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 6 of 14
Item 1. Security and Issuer: Common Stock, no par value
per share of Interferon Sciences, Inc, (the
"Company"). The address of the Company's principal
office is 783 New Jersey Avenue, New Brunswick, NJ
08901.
Item 2. Identity and Background:
Regarding Reporting Person Biotechnology Investment Group, L.L.C.:
I. a) Biotechnology Investment Group, L.L.C. ("BIO")
b) c/o Collinson Howe Venture Partners, Inc.
1055 Washington Boulevard
Stamford, CT 06901
c) The sole purpose of the Reporting Person is
to acquire, hold, protect, manage and dispose of
equity, debt and derivative securities of
biotechnology and other companies, and to engage
in any and all activities necessary, advisable or
incidental thereto.
d) Criminal proceedings -- none
e) Civil proceedings -- none
f) Place of organization -- Delaware
II. The present members of the Reporting Person are:
1. Collinson Howe Venture Partners, Inc. ("CHVP")
(Managing Member) (formerly known as Schroder
Venture Advisers, Inc.)
a) Collinson Howe Venture Partners, Inc.
b) 1055 Washington Boulevard
Stamford, CT 06901
c) Investment consulting, advisory and
management services
d) Criminal proceedings -- none
e) Civil proceedings -- none
f) Place of organization -- Delaware
CHVP is majority-owned and controlled by Jeffrey J.
Collinson, its President and sole Director.
Mr. Collinson's business address is the same as
CHVP's. There have been no relevant criminal or
civil proceedings against Mr. Collinson within the
last five years. Mr. Collinson is a U.S. citizen.
Timothy F. Howe is CHVP's Vice President. Mr. Howe's
business address is the same as CHVP's. There have
been no relevant criminal or civil proceedings
against Mr. Howe within the last five years.
Mr. Howe is a U.S. citizen.
2. Edward Blech Trust ("EBT")
a) Edward Blech Trust
<PAGE> 7 of 14
b) 418 Avenue I
Brooklyn, NY 11231
c) EBT is a trust created under the laws of New
York, the lifetime beneficiary of which is Edward
A. Blech, a minor.
d) Criminal proceedings -- none
e) Civil proceedings -- none
f) Place of organization -- New York
The sole trustee of EBT is Mordechai Jofen.
Mr. Jofen's address is the same as EBT's. Mr. Jofen
is a teacher. There have been no relevant criminal
or civil proceedings against Mr. Jofen within the
past five years. Mr. Jofen is a U.S. citizen.
3. Wilmington Trust Company ("WTC"), as voting trustee
under the Company Voting Trust Agreement, dated as of
January 19, 1995 (the "Company Voting Trust
Agreement"), among WTC, BIO and BIO Holding, L.L.C.
("Holdings"). Each of Citibank, N.A. (the "Bank")
and Holdings, respectively, pursuant to the Company
Voting Trust Agreement, has the right to direct
certain actions of WTC as a member of BIO. WTC, as
the member holding a majority interest in Holdings,
has the right to direct the actions of Holdings under
the Company Voting Trust Agreement. The Bank,
pursuant to the Holdings Voting Trust Agreement,
dated as of January 19, 1995, among WTC, David Blech
and Holdings, has the right to direct the actions of
WTC as a member of Holdings with respect to the
rights of Holdings under the Company Voting Trust
Agreement.
a) Wilmington Trust Company, as Voting Trustee
b) 1100 N. Market Street
Rodney Square North
Wilmington, DE 19890
Attention: Corporate Trust Administration
c) Banking, trust and other financial services
d) Criminal proceedings -- none
e) Civil proceedings -- none
f) Place of organization -- Delaware
Regarding Reporting Person Edward Blech Trust:
See II.2., above.
Regarding Reporting Person CHVP:
See II.1., above.
Regarding Reporting Person Jeffrey J. Collinson:
See II.1., above.
<PAGE> 8 of 14
Item 3. Source and Amount of Funds or Other Consideration:
The Reporting Persons EBT and CHVP each contributed
certain property, in the form of cash or securities,
to the Reporting Person BIO in exchange for a
proportionate interest in the assets of BIO. On the
basis of the agreed upon value of all contributed
securities and cash, the following Reporting Persons
are considered to have paid the following
consideration for their respective pro-rata interests
in the securities of the issuer acquired on
January 27, 1995 as assets of BIO:
EBT (for 35.6%) various securities valued at $950,048.92
CHVP (for 1%) $26,650.00 in cash
Subsequently, Reporting Person BIO converted the
Issuer's Promissory Note in the principal amount of
$220,000 for 183,334 shares on August 14, 1995.
Item 4. Purpose of Transaction: All shares reported as
being beneficially owned by any and all of the
Reporting Persons are held for investment purposes.
No Reporting Person has any present plan or proposal
or purpose to effect substantial changes in the
business, organization, form or control of the
Company.
Item 5. Interest in Securities of the Issuer: (Note:
Item 5 of the Schedule 13D originally filed by the
Reporting Persons is amended to read in its entirety
as follows):
By virtue of their status as members of BIO, each of
CHVP and EBT may be deemed the beneficial owner of
all shares held of record by BIO, over which they have
shared voting and investment power (the "BIO Shares").
By virtue of his status as the majority owner and
controlling person of CHVP, Jeffrey J. Collinson
("JJC") may also be deemed the beneficial owner of
the BIO Shares.
The number of shares reported herein by all Reporting
Persons represents a net 1,126,666 fewer shares than
were reported by the Reporting Persons on their
original Schedule 13D. The new total reflects
(i) the cashless conversion on March 29, 1995, of
Warrants covering 1,637,500 shares for a total of
327,500 shares and (ii) the purchase on August 14,
1995 of 183,334 shares issued to BIO upon the
conversion of the Issuer's promissory note in the
principal amount of $220,000. As a result, the
following Reporting Persons may be deemed to be the
beneficial owners of the following shares, with
shared or sole voting and dispositive powers as
indicated. Such shares representing 12.04% of their
class of security on the basis of 33,643,000 shares
outstanding as of 8/14/95:
BIO 2,710,834 All powers shared
EBT 2,710,834 All powers shared
CHVP 2,710,834 All powers shared
JJC 2,710,834 All powers shared
Each of the Reporting Persons disclaims beneficial
ownership of any shares except to the extent, if any,
of such Reporting Person's actual pecuniary interest
therein.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
I. Limited Liability Company Agreement of Biotechnology Investment
Group, L.L.C.
Securities of the issuer are held by Biotechnology
Investment Group, L.L.C. ("BIO"), one of the
Reporting Persons who are signatories to this
Schedule. CHVP is the Managing Member of
<PAGE> 9 of 14
BIO. The Edward Blech Trust ("EBT") and The
Wilmington Trust Company, as voting trustee under a voting
trust dated as of January 19, 1995 ("WTC") are the other
members of BIO.
Pursuant to the Limited Liability Company Agreement
of BIO, dated as of January 19, 1995 (the "LLC
Agreement") the following terms and conditions apply
with respect to the securities of the Issuer. The
following is a summary of certain provisions
contained in the LLC Agreement, which is incorporated
herein by reference and attached hereto as Exhibit 1.
Section references are to the relevant section of the
LLC Agreement.
A. General. Pursuant to the LLC Agreement, the
management of BIO is vested in CHVP, as Managing
Member (Section 6.1), subject to restrictions on its
powers as Managing Member (Section 6.3) and on the
general powers of BIO (Section 3.3). As used in the LLC
Agreement and as pertinent to the descriptions set
forth herein, the term "Required Vote" means the
vote or written consent or approval of WTC and
EBT, unless EBT fails to give its consent,
approval or affirmative vote after due notice, in
which case the term "Required Vote" means the vote
or written consent or approval of WTC and CHVP.
(Section 1.1).
B. Voting of the Issuer's Securities. Pursuant to
the LLC Agreement, any exercise of voting rights
with respect to the Issuer's securities requires
the prior written consent of the Members acting by
Required Vote, except for votes on matters which
in CHVP's reasonable opinion, would not be adverse
to BIO (with votes on mergers, consolidations, or
sales of all or substantially all assets of the
Issuer being considered adverse to BIO), and
except for votes required on an expedited basis
such that CHVP would not have the opportunity to
solicit the approval of the Members. With respect
to each such exception, CHVP is empowered to
exercise voting rights with respect to the
Issuer's securities. (Section 3.3(ii)(l)).
C. Dispositions. Dispositions of the Issuer's
securities are governed by the LLC Agreement as
follows:
i) Securities of the Issuer may be disposed of
pursuant to a merger or consolidation of the
Issuer for cash or securities;
ii) All or any portion of the securities of the
Issuer may be disposed of, at the direction
of CHVP as Managing Member, for cash without
further consent of the members if the
Managing Member certifies to the Members that
all or substantially all cash proceeds from
such sale are to be used to pay principal,
interest or fees payable to Citibank, N.A.
(the "Bank") pursuant to a Credit Agreement
dated as of January 19, 1995 (the "Credit
Agreement") between BIO and the Bank, which
Credit Agreement is further described below;
iii) All or any portion of the securities of the
Issuer may be disposed of, at the direction
of CHVP as Managing Member, for cash at a
price that equals or exceeds minimum cash
prices established from time to time by
recommendation of CHVP and approved by WTC
and EBT; and
iv) All or any portion of the securities of the
Issuer may be disposed of, at the direction
of CHVP as Managing Member, for cash, at
prices which do not meet the minimum cash
prices described in iii) above, only with the
written consent of both WTC and EBT;
provided, however, that
(A) if WTC has consented to any such sale of
the Issuer's securities and EBT has not
so consented, CHVP, as Managing Member,
shall cause the distribution in kind to
EBT of EBT's pro rata portion of the
Issuer's
<PAGE> 10 of 14
securities proposed to be sold,
and shall sell for cash WTC's pro rata
portion of the Issuer's securities to be
sold; and
(B) if EBT has consented to such sale and
WTC has not so consented, CHVP, as
Managing Member, shall, upon the
election of EBT, distribute in kind or
sell for cash EBT's pro rata portion of
the Issuer's securities and shall take
no action with respect to WTC's pro rata
portion of the Issuer's securities
proposed to be sold. (Section 3.3(iv)).
D. Derivative Securities. Under the LLC Agreement,
BIO has no power or authority to transfer or
dispose of any put or call or other similar
arrangement with respect to the Issuer's
securities without the consent of WTC and EBT.
(Section 3.3(iv)).
E. Division of Profits and Losses. Pursuant to the
LLC Agreement, profits and losses are generally
allocated among the Members, including the
Managing Member, in accordance with their
respective percentage ownership interests.
(Sections 8.1-8.7) Distributions to the Members
generally follow the percentage interests, with provision
for special distributions to CHVP depending on the
aggregate amount of distributions made to WTC and
EBT, as set forth in the LLC Agreement.
(Sections 9.1-9.4)
II. Credit Agreement and Pledge Agreement with Citibank, N.A.
The securities of the Issuer have been pledged to the
Bank by BIO pursuant to a Pledge Agreement dated as
of January 19, 1995 (the "Pledge Agreement") in order
to secure certain obligations of BIO to the Bank
pursuant to the Credit Agreement (previously defined)
and certain promissory notes (the "Notes") delivered
pursuant to the Credit Agreement. The following is a
summary of certain provisions contained in the Credit
Agreement and the Pledge Agreement, which are
incorporated herein by reference and attached hereto
as Exhibits 2 and 3, respectively. Pursuant to the
Credit Agreement, the Bank has extended a credit
facility of up to $3,000,000 to BIO on terms and
conditions contained therein. All assets of BIO,
including all securities of the Issuer held by BIO,
have been pledged to the Bank to secure indebtedness
outstanding under the Credit Agreement. The Loan
Agreement and the Credit Agreement provide for
standard default and similar provisions which, if
triggered, would limit the power of BIO to dispose of
securities of the Issuer without the Bank's consent
and would cause a transfer of voting and investment
power if the Bank's remedies on default were
exercised under the Pledge Agreement.
Item 7. Material to be Filed as Exhibits.
*Exhibit 1. Biotechnology Investment Group, L.L.C. Limited
Liability Company Agreement
*Exhibit 2. Company Credit Agreement
*Exhibit 3. Company Pledge Agreement
Exhibit 4. Agreement
Exhibit 5. Power of Attorney
____________________________
* Previously filed as a paper exhibit with the original 13D Statement and
need not be refiled pursuant to Item 101(a)(2)(ii) of Regulation S-T.
<PAGE> 11 of 14
SCHEDULE 13D
CUSIP NO. 458903101 Page 11 of 14 Pages
Signature
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.
October 25, 1995
Date
BIOTECHNOLOGY INVESTMENT GROUP, L.L.C.
By: COLLINSON HOWE VENTURE PARTNERS, INC.
(formerly known as Schroder Venture
Advisers, Inc.)
Its: Managing Member
By:___________________*___________________
Jeffrey J. Collinson, President
EDWARD BLECH TRUST
By:___________________*___________________
Mordechai Jofen, as Sole Trustee
COLLINSON HOWE VENTURE PARTNERS, INC.
By:___________________*___________________
Jeffrey J. Collinson, President
* By: /s/ Timothy C. Maguire
Timothy C. Maguire, Attorney-in-Fact
_____________________
* This statement is filed pursuant to an Agreement by and among
the Reporting Persons, a copy of which is attached hereto; this
statement is signed pursuant to a Power of Attorney, incorporated
herein by reference, the original of which was filed with the
original Schedule 13D by the Reporting Persons and a copy of which is
also attached hereto.
<PAGE> 12 of 14
AGREEMENT
Dated February 8, 1995
Pursuant to Rule 13d-1(f)(1) under the Securities Exchange
Act of 1934, the undersigned hereby agree that only one statement
containing the information required by Schedule 13D, or any
amendment thereto, need be filed with respect to the current
ownership of any of the undersigned of shares of Common Stock of
Interferon Sciences, Inc. or any purchases of additional stock of
such Company by any of the undersigned.
BIOTECHNOLOGY INVESTMENT GROUP, L.L.C.
By: SCHRODER VENTURE ADVISERS, INC.
Its: Managing Member
By: /s/ Jeffrey J. Collinson
Jeffrey J. Collinson,
President
EDWARD BLECH TRUST
By: /s/ Mordechai Jofen
Mordechai Jofen,
as Sole Trustee
SCHRODER VENTURE ADVISERS, INC.
By: /s/ Jeffrey J. Collinson
Jeffrey J. Collinson,
President
/s/ Jeffrey J. Collinson
Jeffrey J. Collinson
<PAGE> 13 of 14
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below, and each entity for which an
authorized signature appears below, hereby constitutes and
appoints Timothy C. Maguire and Anne G. Plimpton, and each
of them, each with full power to act without the other, his,
her or its, as the case may be, true and lawful attorney-in-
fact, with full power of substitution, to sign any and all
instruments, certificates and documents that may be
necessary, desirable or appropriate to be executed on behalf
of himself, herself or itself, as the case may be, as an
individual or in his, her or its, as the case may be,
capacity as a general partner of any partnership or a
trustee of any trust, pursuant to section 13 or 16 of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and any and all regulations promulgated thereunder,
and to file the same, with all exhibits thereto, and any
other documents in connection therewith, all in connection
with the beneficial ownership of securities held by
Biotechnology Investment Group, L.L.C., with the Securities
and Exchange Commission, and with any other entity when and
if such is mandated by the Exchange Act or by the By-laws of
the National Association of Securities Dealers, Inc.,
granting unto said attorney-in-fact full power and authority
to do and perform each and every act and thing necessary,
desirable or appropriate, fully to all intents and purposes
as he might or could do in person, thereby ratifying and
confirming all that said attorney-in-fact, or his
substitutes, may lawfully do or cause to be done by virtue
hereof. This Power of Attorney will remain in effect until
revoked by an instrument in writing delivered to the
aforesaid attorney(s)-in-fact. The undersigned each
acknowledge that Timothy C. Maguire and Anne G. Plimpton are
not assuming any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of
1934.
IN WITNESS WHEREOF, this Power of Attorney has been
signed as of the 1st day of February, 1994.
BIOTECHNOLOGY INVESTMENT GROUP, L.L.C.
By: SCHRODER VENTURE ADVISERS, INC.
Its: Managing Member
By: /s/ Jeffrey J. Collinson
Jeffrey J. Collinson,
President
EDWARD BLECH TRUST
By: /s/ Mordechai Jofen
Mordechai Jofen,
as Sole Trustee
/s/ Mordechai Jofen
Mordechai Jofen, as Sole Trustee
<PAGE> 14 of 14
SCHRODER VENTURE ADVISERS, INC.
By: /s/ Jeffrey J. Collinson
Jeffrey J. Collinson,
President
/s/ Jeffrey J. Collinson
Jeffrey J. Collinson
SCHRODERS INCORPORATED
By:/s/ Jeffrey J. Collinson
Jeffrey J. Collinson
Its Attorney-in-Fact
SCHRODER VENTURES LIMITED PARTNERSHIP
By: SCHRODER VENTURES MANAGEMENT L.P.
Its: General Partner
By: SCHRODER VENTURE MANAGERS INC.
Its: General Partner
By: /s/ Jeffrey J. Collinson
Jeffrey J. Collinson,
Its Attorney-in-Fact
SCHRODER VENTURES U.S. TRUST
By: SCHRODER VENTURE MANAGERS LIMITED
Its: Manager
By: /s/ Jeffrey J. Collinson
Jeffrey J. Collinson
Its Attorney-in-Fact
