SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CELL GENESYS, INC.
----------------------------
(Name of Issuer)
Common Stock par value $.001 per share
- ---------------------------------------------------------------------------
(Title of Class of Securities)
150921 10 4
-----------------
(CUSIP Number)
William K. Hoskins, Esq. Harry R. Benz
General Counsel Hoechst Corporation
Hoechst Marion Roussel, Inc. Route 202-206
9300 Ward Parkway P.O. Box 2500
Kansas City, Missouri 64114 Somerville, NJ 08876-1258
(816) 966-4000 (517) 636-1000
- ---------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 9, 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)(4)(i)(A) or (B), check the
following box. [ ]
Check the following box if a fee is being paid with this statement [ X ].
Page 1 of 18
Exhibit Index is at Page 11
<PAGE> 2
CUSIP No. 150921 10 4
___________________________________________________________________________
1) Name of Reporting Person and its Hoechst Marion Roussel, Inc.
I.R.S. Identification Number 44-0565557
___________________________________________________________________________
2) Check the Appropriate Box if (a)[ ]
a Member of a Group (b)[ X ]
___________________________________________________________________________
3) SEC Use Only
___________________________________________________________________________
4) Source of Funds WC
___________________________________________________________________________
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 2,750,000*
Number of ____________________________________________________________
Shares
Beneficially 8) Shared Voting Power 0
Owned by ____________________________________________________________
Each
Reporting 9) Sole Dispositive Power 2,750,000*
Person With ____________________________________________________________
10) Shared Dispositive Power 0
___________________________________________________________________________
11) Aggregate Amount Beneficially Owned 2,750,000*
by Each Reporting Person
___________________________________________________________________________
12) Check Box If the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
___________________________________________________________________________
13) Percent of Class Represented 16.6%
by Amount in Row (11)
___________________________________________________________________________
14) Type of Reporting Person CO
___________________________________________________________________________
* Hoechst Marion Roussel, Inc. disclaims beneficial ownership of the
securities (See Item 4)
<PAGE> 3
CUSIP No. 150921 10 4
___________________________________________________________________________
1) Name of Reporting Person and its Hoechst Corporation
I.R.S. Identification Number 22-1862783
___________________________________________________________________________
2) Check the Appropriate Box if (a)[ ]
a Member of a Group (b)[ x ]
___________________________________________________________________________
3) SEC Use Only
___________________________________________________________________________
4) Source of Funds Not applicable
___________________________________________________________________________
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 2,750,000*
Number of ____________________________________________________________
Shares
Beneficially 8) Shared Voting Power 0
Owned by ____________________________________________________________
Each
Reporting 9) Sole Dispositive Power 2,750,000*
Person With ____________________________________________________________
10) Shared Dispositive Power 0
___________________________________________________________________________
11) Aggregate Amount Beneficially Owned 2,750,000*
by Each Reporting Person
___________________________________________________________________________
12) Check Box If the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
___________________________________________________________________________
13) Percent of Class Represented 16.6%
by Amount in Row (11)
___________________________________________________________________________
14) Type of Reporting Person CO
___________________________________________________________________________
* Hoechst Corporation disclaims beneficial ownership of the securities (See
Item 4
<PAGE> 4
ITEM 1. SECURITY AND ISSUER.
- ------- --------------------
The securities to which this Schedule relates are shares of common
stock, par value $0.001 per share ("Common Stock"), of Cell Genesys, Inc.,
a Delaware corporation (the "Issuer"). The Issuer's principal executive
offices are at 322 Lakeside Drive, Foster City, CA 94404.
ITEM 2. IDENTITY AND BACKGROUND.
- ------- ------------------------
(a) - (c), (f) This Schedule is filed on behalf of Hoechst Marion
Roussel, Inc., a Delaware corporation ("HMRI"), with a principal place of
business and principal office located at 9300 Ward Parkway, Kansas City,
Missouri 64114-0480. The principal business of HMRI is the discovery,
development, manufacturing, marketing, and sale of pharmaceutical compounds
for the treatment of human diseases. Information as to the executive
officers and directors of HMRI is set forth in Exhibit 99.F hereto.
This Schedule also is filed on behalf of Hoechst Corporation, a
Delaware corporation ("HCorp"), and wholly owned subsidiary of Hoechst
Aktiengesellschaft, a German corporation ("Hoechst AG"). HCorp is a
holding company for most of the U.S. operations of Hoechst AG, a
multinational pharmaceutical and chemical company headquartered in
Frankfurt, Germany. The principal place of business and principal office
of HCorp is Route 202-206, Somerville, New Jersey 08876-1258. Information
as to the executive officers and directors of HCorp and Hoechst AG is set
forth in Exhibit 99.G hereto.
HCorp beneficially owns 100.0% of the outstanding common stock of HMRI
and is filing this Schedule solely with respect to its potential deemed
indirect ownership of HMRI's holdings of the securities.
(d) - (e) During the last five years, neither HMRI, HCorp, nor, to
their knowledge, any of the persons listed in Exhibits 99.F and 99.G
hereto, has been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors). During the last five years, neither
HMRI nor HCorp nor, to their knowledge, any of the persons listed in
Exhibits 99.F and 99.G hereto, has been a party to any civil proceeding of
a judicial or administrative body of competent jurisdiction as a result of
which any of them was or is subject to a judgment, decree, or final order
enjoining future violation of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
- ------- --------------------------------------------------
HMRI and the Issuer have entered into a Stock Purchase Agreement dated
October 9, 1995 (the "Stock Purchase Agreement") providing for the purchase
by HMRI (following expiration or termination of the HSR Waiting Period,
which is expected to occur within 60 days following October 9, 1995) of
2,000,000 shares of Common Stock (the "Shares") for $10.00 per share and
the issuance to HMRI of a warrant (the "Warrant") to purchase up to an
additional 750,000 shares of Common Stock (the "Warrant Shares") for $13.00
per share. The source of funds for the purchase price of $20,000,000 for
the Shares will be, and of $9,750,000 for the Warrant Shares is expected to
be, the working capital of HMRI. None of such funds are expected to be
borrowed or otherwise obtained for the purpose of acquiring the Shares or
<PAGE> 5
the Warrant Shares.
ITEM 4. PURPOSE OF TRANSACTION.
- ------- -----------------------
HMRI acquired a contingent right to purchase the Shares, and will
acquire the Warrant, pursuant to the terms of a Stock Purchase Agreement
dated October 9, 1995, by and between HMRI and the Issuer (the "Stock
Purchase Agreement", a copy of which is Exhibit 99.A hereto). The Shares
and Warrant are being acquired in connection with a joint product
development and commercialization effort of the Issuer with HMRI and
Hoechst AG, HMRI's ultimate parent (hereinafter HMRI and Hoechst AG are
sometimes referred to together as "Hoechst"). Consummation of the
transactions described herein is subject to expiration or termination of
the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976 (the "HSR Waiting Period"). The descriptions of the Stock Purchase
Agreement as well as the other agreements described hereinafter are
qualified in their entirety by reference to such agreements, copies of
which are set forth as Exhibits 99.A through 99.D hereto.
Concurrently with the execution of the Stock Purchase Agreement,
Hoechst and the Issuer executed a collaboration agreement (the
"Collaboration Agreement", a copy of which is Exhibit 99.B hereto) that
provides, among other things, for Hoechst and the Issuer to collaborate in
the development and commercialization of certain pharmaceutical products
based on certain of their respective proprietary technologies, patents, and
know-how. Under the Collaboration Agreement, Hoechst will fund certain
product development costs, in return for which it will receive an exclusive
license to market products developed under the collaboration outside North
America. The parties will market such products jointly in North America
unless the Issuer elects not to establish and maintain a joint marketing
arrangement with Hoechst, in which case Hoechst will have exclusive North
America marketing rights.
Also concurrently with the execution of the Stock Purchase Agreement,
Hoechst AG and the Issuer entered into a cross license agreement (the
"Cross License Agreement", a copy of which is Exhibit 99.C hereto) pursuant
to which, among other things, each of the Issuer and Hoechst AG will grant
licenses to the other under certain of their respective pending and issued
patents in return for royalties on sales of products developed using such
rights. A Settlement Procedure Agreement dated October 9, 1995, by and
among Hoechst AG, the Issuer, and Massachusetts General Hospital (the
"Settlement Procedure Agreement", a copy of which is Exhibit 99.D hereto)
provides for the identification and determination of potential overlapping
coverage of certain of their respective patent rights.
Neither HMRI, HCorp, nor Hoechst AG currently has any plans or
proposals that relate to or would result in the acquisition by any person
of additional shares of Common Stock other than the Shares (and the Warrant
Shares, if HMRI should exercise the Warrant), or to dispose of any of the
Shares. However, any of such persons may elect to acquire or dispose of
securities of the Issuer in the future depending on its evaluation of the
Issuer's business, prospects, and financial condition, the market for the
Common Stock, other opportunities available to Hoechst, prospects for
Hoechst's own businesses, general economic conditions, money and stock
market conditions, and other future developments. HMRI has made no
decision as to when or if to exercise the Warrant.
<PAGE> 6
The Stock Purchase Agreement provides that in certain circumstances
following HMRI's exercise of the Warrant in full, including that HMRI
continues to hold all of the Shares and at least 12% of the Total Voting
Power (as defined in the Stock Purchase Agreement) of the Issuer, HMRI will
have the right to designate a representative to serve on the Issuer's Board
of Directors, although HMRI has made no decision whether to exercise this
right if and when the Warrant is exercised. After September 30, 1996, and
for so long thereafter as HMRI holds all of the Shares and at least 10% of
the Issuer's Total Voting Power (as defined in the Stock Purchase
Agreement), or 6% of such total Voting Power if HMRI has become entitled to
designate a representative for election to the Issuer's Board of Directors,
HMRI will have the right to have an observer attend meetings of the
Issuer's Board of Directors, provided that HMRI may not have both a
designated director and an observer at the same time.
Except as set forth in this Schedule and as may be contemplated in the
Stock Purchase Agreement, the Collaboration Agreement, the Cross License
Agreement, and the Settlement Procedure Agreement, neither HMRI, HCorp, nor
Hoechst AG has any plans or proposals that relate to or would result in any
of the events described in paragraphs (a) through (j) of this Item.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
- ------- -------------------------------------
(a) When purchased, the Shares will represent approximately 12.6%
(and the Shares and Warrant Shares together will represent approximately
16.6%) of the Issuer's Common Stock outstanding at July 31, 1995 on a
fully-diluted basis. HMRI has the right to acquire the Shares upon the
expiration or termination of the HSR Waiting Period and payment of the
purchase price. The Warrant will be issued to HMRI concurrently with the
Shares, and HMRI then will have the right to acquire the Warrant Shares
upon payment of the warrant exercise price. Except as may be set forth in
any subsequent amendment to the Schedule, neither Hoechst AG nor HCorp, nor
any executive officer or director of Hoechst AG, HMRI, or HCorp,
beneficially owns any of the Shares or any other shares of Common Stock
other than through their beneficial ownership, if any, of stock of Hoechst
AG, HCorp, or HMRI. HMRI is a wholly-owned subsidiary of HCorp, which is a
wholly-owned subsidiary of Hoechst AG.
(b) HMRI will have sole power to vote and to dispose of the Shares
(and, when issued, the Warrant Shares). Neither Hoechst AG, HCorp, nor any
executive officer or director of either HMRI, HCorp, or Hoechst AG will
have any power to vote or to direct the vote, or to dispose of or to direct
the disposition of, the Shares (or, when issued, the Warrant Shares) except
to the extent that Hoechst AG, HCorp, or any such executive officer or
director may be deemed to have any such power by reason of such person's
relationship to or position with HMRI, HCorp, or Hoechst AG.
(c) None.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH
- ------- RESPECT TO SECURITIES OF THE ISSUER.
------------------------------------
Other than the Stock Purchase Agreement (and, when issued, the
<PAGE> 7
Warrant), there are no contracts, arrangements, understandings or
relationships between or among HMRI, HCorp, and/or Hoechst AG and any other
person with respect to any securities of the Issuer.
The Stock Purchase Agreement provides for the sale to HMRI of
2,000,000 shares of Common Stock at $10.00 per share and for the issuance
of the Warrant, as well as for the registration of the Shares for sale to
the public upon request by HMRI either (i) incidental to a registration of
Common Stock on behalf of the Issuer ("Piggyback Rights"), or (ii) for an
offering of Shares having an anticipated aggregate offering price in excess
of $5,000,000 ("Demand Rights"). Both Demand Rights and Piggyback Rights
are subject to the conditions that (i) HMRI may not register more than 5
percent of the outstanding Common Stock, (ii) certain Preferential Rights
of Hoechst under the Collaboration Agreement with respect to certain
potential products shall have expired, and (iii) the Issuer is not
obligated to register any Shares or Warrant Shares that are eligible for
sale under Section (k) of Rule 144 of the Securities and Exchange
Commission ("Rule 144").
Except in certain circumstances involving the acquisition or attempted
acquisition of Voting Stock (as defined in the Stock Purchase Agreement) by
third parties, or in the case of a stock repurchase or recapitalization by
the Issuer, the Stock Purchase Agreement provides that HMRI will not
acquire beneficial ownership of securities that would give it more than
19.9 percent of the Total Voting Power of the Issuer (as defined in the
Stock Purchase Agreement). The Issuer will have a right of first refusal
with respect to proposed sales of HMRI's Voting Stock.
HMRI has agreed that its Voting Stock will be present for all meetings
of shareholders of the Issuer and will be voted in accordance with the
recommendation of the Issuer's Board of Directors with respect to the
election of directors and, unless the Issuer consents, with respect to all
other matters except most amendments to the Issuer's Certificate of
Incorporation or Bylaws, the sale, recapitalization, or liquidation of the
Issuer, or the acquisition of another company by the Issuer. Provisions of
the Stock Purchase Agreement also restrict HMRI's ability to participate in
voting arrangements or solicit proxies with respect to Voting Stock, or to
act in concert with unrelated third persons for the purpose of acquiring,
holding, voting, or disposing of Voting Stock.
For so long as certain Preferential Rights of Hoechst under the
Collaboration Agreement remain in effect, HMRI may not sell or transfer any
Voting Stock except (i) to the Issuer or to persons approved by the Issuer,
(ii) to certain controlled affiliates of HMRI, (iii) in a bona fide public
offering, (iv) pursuant to Rule 144, (v) subject to the Issuer's right of
first refusal provided for in the Stock Purchase Agreement, (vi) in
response to a tender offer by the Issuer or not opposed by the Issuer's
Board of Directors or, subject to the Issuer's right of first refusal, by a
person that if successful would acquire more than 40 percent of the
Company's Total Voting Power, (vii) pursuant to a bona fide pledge, and
(vii) in the event of a merger or consolidation of the Issuer in which
shareholders prior to such event cease to hold at least 51 percent of the
Total Voting Power of the Issuer after such event, or pursuant to a plan of
liquidation of the Issuer.
<PAGE> 8
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
- ------- ---------------------------------
Exhibit 99.A Stock Purchase Agreement dated October 9, 1995, by and
between HMRI and the Issuer.
Exhibit 99.B Collaboration Agreement dated October 9, 1995, by and
among HMRI, Hoechst AG, and the Issuer.
Exhibit 99.C Cross License Agreement dated October 9, 1995, by and
between Hoechst AG and the Issuer.
Exhibit 99.D Agreement to File Jointly dated October 18, 1995, by
and between HMRI and HCorp.
Exhibit 99.E Information concerning directors and officers of HMRI.
Exhibit 99.F Information concerning directors and executive officers
of HCorp and Hoechst AG.
<PAGE> 9
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.
HOECHST MARION ROUSSEL, INC.
Date: October 18, 1995 By: /s/ Rebecca R. Tilden
Rebecca R. Tilden
Vice President, Assistant
General Counsel, and
Assistant Secretary
<PAGE> 10
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.
HOECHST CORPORATION
Date: October 18, 1995 By: /s/ Harry R. Benz
Harry R. Benz
Secretary and Treasurer
<PAGE> 11
EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ------------ ---------
99.A Stock Purchase Agreement dated October 9, 1995
by and between HMRI and the Issuer
(incorporated by reference from Exhibit 2.1
to the Current Report on Form 8-K of the
Issuer dated as of October 9, 1995)
99.B Collaboration Agreement dated October 9, 1995
by and among Hoechst AG, HMRI, and the Issuer
(incorporated by reference from Exhibit 10.1
to the Current Report on Form 8-K of the
Issuer dated as of October 9, 1995)
99.C Cross License Agreement dated October 9, 1995
by and between Hoechst AG and the Issuer
(incorporated by reference from Exhibit 10.2
to the Current Report on Form 8-K of the
Issuer dated as of October 9, 1995)
99.D Settlement Procedure Agreement dated October 9,
1995, by and among Hoechst AG, the Issuer, and
certain other parties (incorporated by reference
from Exhibit 10.3 to the Current Report on Form
8-K of the Issuer dated as of October 9, 1995)
99.E Agreement to File Jointly by and between HMRI 12
and HCorp dated October 18, 1995
99.F Information concerning directors and officers 13
of HMRI
99.G Information concerning directors and executive 15
officers of HCorp and Hoechst AG.
<PAGE> 12
EXHIBIT 99.E
AGREEMENT TO FILE JOINTLY
We, the undersigned, hereby express our agreement that the attached
Schedule 13D is filed on behalf of each of us.
HOECHST MARION ROUSSEL, INC.
Date: October 18, 1995 By: /s/ Rebecca R. Tilden
Rebecca R. Tilden
Vice President, Assistant
General Counsel, and
Assistant Secretary
HOECHST CORPORATION
Date: October 18, 1995 By: /s/ Harry R. Benz
Harry R. Benz
Secretary and Treasurer
<PAGE> 13
Exhibit 99.F
Directors and Officers of Hoechst Marion Roussel, Inc.
The following sets forth the name, title, business address, and
present principal occupation of each of the directors and executive
officers of HMRI as of September 19, 1995. All are citizens of the United
States unless otherwise indicated in parentheses under his or her name.
Name Title Address
- ---- ----- -------
Fred W. Lyons, Jr. Chairman of the Board 9300 Ward Parkway
and Director Kansas City, MO 64114
Peter W. Ladell President and Chief 9300 Ward Parkway
(Canada) Executive Officer Kansas City, MO 64114
and Director
Alban W. Schuele Vice President, Chief 9300 Ward Parkway
Financial Officer and Kansas City, MO 64114
Treasurer and Director
Richard J. Markham Deputy Head of the 9300 Ward Parkway
Pharmaceutical Division Kansas City, MO 64114
of Hoechst AG and
Director of HMRI
Jean-Pierre Godard Head of the Pharma- Hoechst AG
(France) ceuticals Division of 65926 Frankfurt Main
Hoechst AG and President Germany
of the Board of Roussel
Uclaf; Director of HMRI
Karl-Gerhard Seifert, Member of the Board of Hoechst AG
Ph.D. (Germany) Management; Pharmaceuti- 65926 Frankfurt Main
cal and Diagnostics Germany
Divisions; Schwarzkopf
of Hoechst AG
and Director of HMRI
James P. Mitchum Vice President, Finance 9300 Ward Parkway
and Administration, Kansas City, MO 64114
and Controller
Richard J. Bailey, Vice President, Human 9300 Ward Parkway
Jr., Ph.D. Resources and Corporate Kansas City, MO 64114
Relations
Kirk R. Schueler Vice President, U. S. 9300 Ward Parkway
Commercial Director Kansas City, MO 64114
Charles A. Portwood Vice President, 9300 Ward Parkway
Operations Kansas City, MO 64114
<PAGE> 14
William K. Hoskins Vice President, 9300 Ward Parkway
General Counsel Kansas City, MO 64114
and Corporate Secretary
<PAGE> 15
EXHIBIT 99.G
CERTAIN INFORMATION RELATING
TO DIRECTORS AND EXECUTIVE OFFICERS
1. Directors and Executive Officers of Hoechst AG.
-----------------------------------------------
The following table sets forth the name, business address, present
principal occupation or employment of each member of the Supervisory Board
and the Board of Management (substantially the same as directors and
executive officers) of Hoechst AG. All of the members of the Supervisory
Board and the Board of Management are citizens of Germany except for
Messrs. Furgler, Hussain, and Drew who are citizens of Switzerland, Kuwait
and the United States, respectively. Unless otherwise indicated, the
business address of each of the individuals named below is Hoechst AG,
65926 Frankfurt Main, Germany, and each occupation set forth opposite the
individual's name refers to employment with Hoechst AG.
Name and Business Address Principal Present Occupation
- ------------------------- ----------------------------
SUPERVISORY BOARD
Erhard Bouillon Chairman of the Supervisory Board
Willi Esser Mechanic; Member of the Central Works Council
of Hoechst AG
Dr. -Ing. E.h. Member of the Supervisory Board
Werner H. Dieter
Mannesmann AG
Postfach 10 36 41
40027 Dusseldorf
Germany
Dietrich-Kurt Frowein Member of the Board of Management of
Commerzbank AG Commerzbank AG
Postfach 10 05 05
60005 Frankfurt am Main
Germany
Dr. iur. Dr. h.c. mult. Member of the Supervisory Board
Kurt Furgler
DoufourstraBe 34
Scoitzerland
CH-9000 St. Gallen
Switzerland
Prof. Dr. rer. nat. Member of the Supervisory Board
Dr. -Ing. E.h.
Heinz Harnisch
Jugen Hilger Member of the Central Works Council of
Hoechst AG
Dr. rer. nat. Graduate Chemist; Chairman of
Ingolf Hornke the Senior Executives' Committee of
Hoechst AG
<PAGE> 16
Hani Abdul-Aziz Hussain Managing Director - Marketing Petrochemical
Kuwait Petroleum Corp. Industries Co. (K.S.C.), Kuwait
P.O. Box 26565
Safat -- Kuwait
Hermann-Heinz Konrad Graduate Engineer; Deputy Chairman of the
Senior Executives' Committee of Hoechst AG
Rainer Kumlehn Electrician; Regional Head of the IG Chemie-
IG Chemie-Papier Papier-Keramik Hessen
Keramik Hessen
Wilhelm-Lerner-StraBe 69-7
60329 Frankfurt am Main
Germany
Prof. Dr. rer. nat. University of Konstanz; Biology Department
Dr. rer. nat. h.c.
Hubert Markl
HollanderstraBe 22
78465 Konstanz
Germany
Juergen Sarrazin Chairman of the Board of Managing Directors
Dresdner Bank AG of Dresdner Bank AG
Jergen-Ponto Platz
D-60301 frankfurt am Main
Germany
Egon Schaefer Electrician; Deputy Chairman of IG Chemie-
IG Chemie-Papier-Keramik Papier-Keramik
Postfach 30
30030 Hannover
Germany
Dr. jur. Chairman of the Board of Management of
Hans-Juergen Schinzler Muenchener Ruckversicherungs-Gesellschaft
Muenchener
Ruckversicherungs-Gesellschaft
80791 Munchen
Germany
Konrad Starnecker Skilled Chemical Plant Operative; Member of
Furstbert 1 the Central Works Council of Hoechst AG
84556 Kastl, Kr. Altotting
Germany
Wolfgang Vetter Fitter; Member of the Central Germany Works
LinkstraBe 1 Council of Works Council of Hoechst AG
65933 Frankfurt am Main
Kurt F. Viermetz Vice Chairman of J.P. Morgan & Co. Inc.
J.P. Morgan & Co. Inc.
60 Wall Street
New York, New York
10260-0060
<PAGE> 17
Arnold Weber Chairman of the Central Works Council of
Rauenthaler 31 Hoechst AG
60529 Frankfurt am Main
Germany
Adam Wegehingel Member of the Central Works Council of
Hoechst AG Hoechst AG
Werk Gersthofen
Adolph von Baeyer Str. 3
866369 Gersthofen
Germany
BOARD OF MANAGEMENT
Juergen Dormann Chairman of the Board of Management
Dr. Ernest H. Drew, Ph.D. Member of the Board of Management; Chemicals,
Specialty Chemicals, Technical Polymers
Divisions
Prof. Dr. rer. nat. Member of the Board of Management;
Utz-Hellmuth Felcht Director of Personnel; Research; Herberts,
SGL Carbon, Hoechst CeramTec
Dr. jur. Martin Fruehauf Member of the Board of Management; Finance
and Accounts, Legal Matters, Patents, Taxes,
Insurance
Dr. rer. pol. Deputy Chairman of the Board of Management;
Guenter Metz Fibres and Fibre Intermediates, Plastics and
Films Divisions; the Americas
Dipl. -Kfm. Member of the Board of Management;
Justus Mische Europe, Africa; Materials Management
Dr. rer. nat. Member of the Board of Management;
Karl-Gerhard Seifert Pharmaceutical and Diagnostics Divisions;
Schwarzkopf
Dr. -Ing. Member of the Board of Management; Messer
Ernst Schadow Griesheim, Uhde; Engineering and
Environmental Protection; Hoechst Site
Dipl.-Ing. Member of the Board of Management; Asia;
Horst Waesche AgrEvo; Hoechst Veterinar; Informatics and
Communication
2. Directors and Executive Officers of Hoechst Corporation.
--------------------------------------------------------
The following table sets forth the name and present principal
occupation or employment of each director and executive officer of Hoechst
Corporation. All such directors and officers are citizens of the United
States, except Messrs. Engels, Felcht, Fruehauf, Metz, Schmieder, Seifert
and Warning who are citizens of Germany. The business address of Messrs.
Benz, Engels, Kennedy, Harris, Schmieder and Warning is Hoechst Celanese
Corporation ("HCC"), Route 202-206, P.O. Box 2500, Somerville, New Jersey
08876-1258, and the business address of Messrs. Drew, Felcht, Fruehauf,
Metz and Seifert is Hoechst AG, 65926 Frankfurt Main, Germany.
<PAGE> 18
Name/Position with Parent Principal Present Occupation
- ------------------------- ----------------------------
Harry R. Benz Senior Vice President - Finance,
Director, Secretary and Chief Financial Officer and Director - HCC
Treasurer
Dr. Ernest H. Drew, Ph.D. See "Directors and Executive Officers of
Director Hoechst AG"
Karl G. Engels President, Chief Executive Officer and
Director Director - HCC
Prof. Dr. rer. nat. Utz- See "Directors and Executive Officers of
Hellmuth Felcht Hoechst AG"
Director
Dr. jur. Martin Fruehauf See "Directors and Executive Officers of
Director Hoechst AG"
Thomas F. Kennedy Executive Vice President and Director - HCC
Director
William B. Harris Senior Vice President and Director - HCC
Director
Dr. rer. pol. See "Directors and Executive Officers of
Guenter Metz Hoechst AG"
Chairman of the Board and
President
Dr. Klaus Schmieder Vice President and Treasurer - HCC
Assistant Treasurer
Dr. rer. nat. Karl-Gerhard See "Directors and Executive Officers of
Seifert Hoechst AG"
Director
Dr. Klaus Warning Vice President and Director - HCC
Director
