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UNITED STATES OMB Number: 3235-0145
SECURITIES AND EXCHANGE COMMISSION Expires: October 31, 1997
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hours per response..14.90
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
INTERFERON SCIENCES, INC.
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(Name of Issuer)
Common Stock, no par value per share
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(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
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 7, 1996
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(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
SCHEDULE 13D
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CUSIP NO. 458903101 PAGE___2___ OF___16___ PAGES
- ---------------------------- ------------------------------
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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
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF 0
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 1,710,834
PERSON ------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,710,834
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,710,834
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN / /
SHARES*
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0 %
- -------------------------------------------------------------------------------
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
SCHEDULE 13D
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CUSIP NO. 458903101 PAGE___3___ OF__16____ PAGES
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1 NAME OF REPORTING PERSON EDWARD BLECH TRUST ("EBT")
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON n/a
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7 SOLE VOTING POWER
NUMBER OF 0
SHARES ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 1,710,834
REPORTING ------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
0
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,710,834
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,710,834
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN / /
SHARES*
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0 %
- -------------------------------------------------------------------------------
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
SCHEDULE 13D
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CUSIP NO. 458903101 PAGE___4___ OF___16___ PAGES
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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
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF 0
SHARES ------------------------------------------------------------
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 1,710,834
PERSON ------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,710,834
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,710,834
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN / /
SHARES*
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0 %
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14 TYPE OF REPORTING PERSON *
CO
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*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
SCHEDULE 13D
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CUSIP NO. 458903101 PAGE___5___ OF__16____ PAGES
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1 NAME OF REPORTING PERSON JEFFREY J. COLLINSON ("JJC")
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON n/a
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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7 SOLE VOTING POWER
NUMBER OF 0
SHARES ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 1,710,834
REPORTING ------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
0
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,710,834
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,710,834
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN / /
SHARES*
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0 %
- -------------------------------------------------------------------------------
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
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 _6_ of _16__ Pages
<PAGE> 7
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 _7_ of _16__ Pages
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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 and amended by
Amendment No. 1 is hereby amended to read in its entirety as follows):
ON JUNE 7, 1996, THE REPORTING PERSONS CEASED TO BE THE BENEFICIAL
OWNERS OF MORE THAN FIVE PERCENT OF THE CLASS OF SECURITIES.
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 2,126,666 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, (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 and (iii) the sale
by BIO of 1,000,000 shares on June 7, 1996. 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 4.0 % of their class of security on
the basis of 42,574,294 shares outstanding as of 6/12/96:
BIO 1,710,834 All powers shared
EBT 1,710,834 All powers shared
CHVP 1,710,834 All powers shared
JJC 1,710,834 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.
Page _8_ of _16__ Pages
<PAGE> 9
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 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
Page _9_ of _16__ Pages
<PAGE> 10
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 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
Page _10_ of _16__ Pages
<PAGE> 11
- ----------------------------
* 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 _16__ Pages
<PAGE> 12
SCHEDULE 13D
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CUSIP NO. 458903101 PAGE__12__ OF___16___Pages
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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.
June 20, 1996
-------------
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.
(formerly known as Schroder Venture Advisers,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> 1
EXHIBIT 99.1
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
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
<PAGE> 2
SCHRODER VENTURES U.S. TRUST
By: SCHRODER VENTURE MANAGERS LIMITED
Its: Manager
By: /s/ Jeffrey J. Collinson
---------------------------------------
Jeffrey J. Collinson
Its Attorney-in-Fact
<PAGE> 1
EXHIBIT 99.2
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
<PAGE> 2
EDWARD BLECH TRUST
By: /s/ Mordechai Jofen
-----------------------------------------
Mordechai Jofen,
as Sole Trustee
/s/ Mordechai Jofen
-------------------------------------------
Mordechai Jofen, as Sole Trustee
SCHRODER VENTURE ADVISERS, INC.
By: /s/ Jeffrey J. Collinson
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Jeffrey J. Collinson,
President
/s/ Jeffrey J. Collinson
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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
