SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Amendment #6
Under the Securities Exchange Act of 1934
ONCOGENE SCIENCE, INC.
----------------------------
(Name of Issuer)
Common Stock par value $.01 per share
- ---------------------------------------------------------------------------
(Title of Class of Securities)
682305 10 7
-----------------
(CUSIP Number)
Rebecca R. Tilden, Esq.
Vice President and Secretary, Hoechst Marion Roussel, Inc.
Vice President and Assistant Secretary, HMR Pharma, Inc.
10236 Marion Park Drive
Kansas City, Missouri 64137-1405
(816) 966-4000
- ---------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 23, 1997
-------------------------------------------------------
(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. [ ]
Page 1 of 7
Exhibit Index is at Page 7
<PAGE> 2
CUSIP No. 682305 10 7
___________________________________________________________________________
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)[ ]
___________________________________________________________________________
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 1,590,909*
Number of ____________________________________________________________
Shares
Beneficially 8) Shared Voting Power 0
Owned by ____________________________________________________________
Each
Reporting 9) Sole Dispositive Power 1,590,909*
Person With ____________________________________________________________
10) Shared Dispositive Power 0
___________________________________________________________________________
11) Aggregate Amount Beneficially Owned 1,590,909*
by Each Reporting Person
___________________________________________________________________________
12) Check Box If the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
___________________________________________________________________________
13) Percent of Class Represented 7.5%
by Amount in Row (11)
___________________________________________________________________________
14) Type of Reporting Person CO
___________________________________________________________________________
* Includes up to 500,000 shares that may be purchased for $5.50 per share
upon the exercise of a Common Stock Purchase Warrant during the five-year
period beginning December 11, 1994, and ending December 10, 1999.
<PAGE> 3
CUSIP No. 682305 10 7
___________________________________________________________________________
1) Name of Reporting Person and its HMR Pharma, Inc.
I.R.S. Identification Number 43-1769328
___________________________________________________________________________
2) Check the Appropriate Box if (a)[ ]
a Member of a Group (b)[ ]
___________________________________________________________________________
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 1,590,909*
Number of ____________________________________________________________
Shares
Beneficially 8) Shared Voting Power 0
Owned by ____________________________________________________________
Each
Reporting 9) Sole Dispositive Power 1,590,909*
Person With ____________________________________________________________
10) Shared Dispositive Power 0
___________________________________________________________________________
11) Aggregate Amount Beneficially Owned 1,590,909*
by Each Reporting Person
___________________________________________________________________________
12) Check Box If the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
___________________________________________________________________________
13) Percent of Class Represented 7.5%
by Amount in Row (11)
___________________________________________________________________________
14) Type of Reporting Person CO
___________________________________________________________________________
* Includes up to 500,000 shares that may be purchased for $5.50 per share
upon the exercise of a Common Stock Purchase Warrant during the five-year
period beginning December 11, 1994, and ending December 10, 1999.
<PAGE> 4
The filing of this Amendment to the Statement on Schedule 13D (the
"Schedule 13D") with respect to the Common Stock of Oncogene Science, Inc.
(the "Issuer"), of Hoechst Marion Roussel, Inc., a Delaware corporation
("HMRI"), and HMR Pharma, Inc., a Delaware corporation ("Pharma"), shall
not be construed as an admission that Pharma is, for the purposes of
Section 13(d) of the Securities Exchange Act of 1934, the beneficial owner
of any securities covered by this Statement.
This Statement on Schedule 13D is hereby amended as follows:
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH
- ------- RESPECT TO SECURITIES OF THE ISSUER.
------------------------------------
Item 6 of this Schedule 13D is amended by deleting in its entirety the
paragraph entitled "Product Research and Development Collaboration" and
substituting therefor the following:
Product Research and Development Collaboration.
HMRI, Hoechst AG, and the Issuer have entered into an Amended and
Restated Collaborative Research and License Agreement, effective as of
April 1, 1997 (the "Amended Research Agreement"), the purpose of which is
to consolidate into the Research Agreement the terms of strategic
collaborations between HMRI and the Issuer as set forth in the Reseach
Agreement, in a Collaborative Research Agreement dated as of October 1,
1993, between the Issuer and Hoechst-Roussel Pharmaceuticals, Inc. (which
has been merged into HMRI), and in a Collaborative Research Agreement dated
as of January 4, 1993, between the Issuer and Hoechst AG. As consolidated,
the Amended Research Agreement provides for HMRI, Hoechst AG, and the
Issuer, using proprietary technology of the Issuer, to collaborate in the
discovery and development of drugs indicated for the treatment of
cardiovascular disease; inflammation, arthritis and metabolic diseases; and
Alzheimer's disease. HMRI and Hoechst AG have agreed to provide funding
and other assistance for the Issuer's activities under the Amended Research
Agreement, in return for which the Issuer has agreed to grant to HMRI and
the Issuer, with respect to certain of its patents, patent applications,
and technology, an exclusive worldwide license to develop, make, have made,
use, sell, and have sold each product developed from a target compound
identified by HMRI or Hoechst AG. The Issuer is to receive royalties on
net sales of each such product, payable by HMRI and Hoechst AG on a country
by country basis for as long as patent protection continues in each
respective country, and thereafter until ten years after the date of first
commercial sale of such product in each respective country or, in some
cases, on such earlier date as applicable technology enters the public
domain. The Amended Research Agreement will terminate on the later of March
31, 2002, or the expiration of the last obligation to pay royalties
thereunder, subject to earlier termination in certain events, including a
change of control of either party.
EPO Research Collaboration.
HMRI and the Issuer also have entered into an EPO Collaborative
Research and License Agreement, effective as of January 1, 1997 (the "EPO
Agreement"), which provides for HMRI and the Issuer to collaborate on
research and development of orally active, small molecules that induce gene
expression of the protein Erythropoietin ("EPO"). The EPO Agreement
provides for an option period of fifteen months, during which HMRI will pay
an initiation fee, research funding, and possibly a milestone payment.
<PAGE> 5
HMRI may elect to continue the collaboration for an additional 24 months
beyond the option period, in which case additional milestone payments and
research funding may become payable. HMRI will receive an exclusive
worldwide license to develop, make, have made, use, sell, and have sold
each product developed under the EPO Agreement, and will become obligated
to pay the Issuer royalties plus "success" fees based on cumulative sales
of each such product. The EPO Agreement will terminate on the expiration
of the last obligation to pay royalties thereunder, subject to earlier
termination in certain events, including a change of control of either
party.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
- ------- ---------------------------------
Item 7 of this Schedule 13D is amended by adding the following:
99.F Amended and Restated Collaborative Research and License Agreement
effective as of April 1, 1997, by and among HMRI, Hoechst AG, and
the Issuer.
99.G EPO Collaborative Research and License Agreement effective as of
January 1, 1997, by and between HMRI and the Issuer.
<PAGE> 6
SIGNATURES
----------
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
HOECHST MARION ROUSSEL, INC.
Date: August 6, 1997 By:__________________________
Rebecca R. Tilden
Vice President
and Secretary
HMR PHARMA, INC.
Date: August 6, 1997 By:__________________________
Rebecca R. Tilden
Vice President and
Assistant Secretary
<PAGE> 7
EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ------------ ---------
99.F Amended and Restated Collaborative Research
and License Agreement effective as of April
1, 1997, by and among HMRI, Hoechst AG, and
the Issuer (to be filed by amendment).
99.G EPO Collaborative Research and License
Agreement effective as of January 1, 1997,
by and between HMRI and the Issuer (to be
filed by amendment).
