<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
BIOGEN,INC.
-----------
(Name of Issuer)
COMMON STOCK
------------
(Title of Class of Securities)
090597105
---------
(CUSIP Number)
DANIEL SCHLATTER
THEATERSTRASSE 12, 8024 ZURICH, CH/SWITZERLAND
41-1-267-67-67
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Daniel L. Goelzer, Esq.
Baker & McKenzie
815 Connecticut Avenue, N.W.
Washington, D.C. 20006
FEBRUARY 14, 1994
-----------------
(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 / x /.
(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.
Page 1 of 12 Pages
<PAGE> 2
CUSIP No. 090597105
- -------------------
- ---------------------------------------------------------------------
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
BB Biotech AG
- ---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group (See Instructions) (b) / x /
- ---------------------------------------------------------------------
(3) SEC Use Only
- ---------------------------------------------------------------------
(4) Source of Funds (See Instructions)
WC
- ---------------------------------------------------------------------
(5) Check Box if Disclosure of Legal Proceedings / /
is Required Pursuant to Item 2(d) or 2(e)
- ---------------------------------------------------------------------
(6) Citizenship or Place of Organization
Switzerland
- ---------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned 0
by Each Reporting -----------------------------------
Person With (8) Shared Voting Power
2,150,000
-----------------------------------
(9) Sole Dispositive Power
0
-----------------------------------
(10) Shared Dispositive Power
2,150,000
-----------------------------------
- ---------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,150,000 shares
- ---------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) / /
Excludes Certain Shares (See Instructions)
- ---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
6.47%
- ---------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
HC, CO
- ---------------------------------------------------------------------
Page 2 of 12 Pages
<PAGE> 3
CUSIP No. 090597105
- -------------------
- ---------------------------------------------------------------------
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Biotech Invest S.A.
- ---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group (See Instructions) (b) / x /
- ---------------------------------------------------------------------
(3) SEC Use Only
- ---------------------------------------------------------------------
(4) Source of Funds (See Instructions)
WC
- ---------------------------------------------------------------------
(5) Check Box if Disclosure of Legal Proceedings / /
is Required Pursuant to Item 2(d) or 2(e)
- ---------------------------------------------------------------------
(6) Citizenship or Place of Organization
Panama
- ---------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned 980,000
by Each Reporting -----------------------------------
Person With (8) Shared Voting Power
0
-----------------------------------
(9) Sole Dispositive Power
980,000
-----------------------------------
(10) Shared Dispositive Power
0
-----------------------------------
- ---------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
980,000 shares
- ---------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) / /
Excludes Certain Shares (See Instructions)
- ---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
2.95%
- ---------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
CO
- ---------------------------------------------------------------------
Page 3 of 12 Pages
<PAGE> 4
CUSIP No. 090597105
- -------------------
- ---------------------------------------------------------------------
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Biotech Focus S.A.
- ---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group (See Instructions) (b) / x /
- ---------------------------------------------------------------------
(3) SEC Use Only
- ---------------------------------------------------------------------
(4) Source of Funds (See Instructions)
WC
- ---------------------------------------------------------------------
(5) Check Box if Disclosure of Legal Proceedings / /
is Required Pursuant to Item 2(d) or 2(e)
- ---------------------------------------------------------------------
(6) Citizenship or Place of Organization
Panama
- ---------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned 800,000
by Each Reporting -----------------------------------
Person With (8) Shared Voting Power
0
-----------------------------------
(9) Sole Dispositive Power
800,000
-----------------------------------
(10) Shared Dispositive Power
0
-----------------------------------
- ---------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
800,000 shares
- ---------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) / /
Excludes Certain Shares (See Instructions)
- ---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
2.41%
- ---------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
CO
- ---------------------------------------------------------------------
Page 4 of 12 Pages
<PAGE> 5
CUSIP No. 090597105
- -------------------
- ---------------------------------------------------------------------
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Biotech Target S.A.
- ---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group (See Instructions) (b) / x /
- ---------------------------------------------------------------------
(3) SEC Use Only
- ---------------------------------------------------------------------
(4) Source of Funds (See Instructions)
WC
- ---------------------------------------------------------------------
(5) Check Box if Disclosure of Legal Proceedings / /
is Required Pursuant to Item 2(d) or 2(e)
- ---------------------------------------------------------------------
(6) Citizenship or Place of Organization
Panama
- ---------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned 370,000
by Each Reporting -----------------------------------
Person With (8) Shared Voting Power
0
-----------------------------------
(9) Sole Dispositive Power
370,000
-----------------------------------
(10) Shared Dispositive Power
0
-----------------------------------
- ---------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
370,000 shares
- ---------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) / /
Excludes Certain Shares (See Instructions)
- ---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
1.11%
- ---------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
CO
- ---------------------------------------------------------------------
Page 5 of 12 Pages
<PAGE> 6
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, par value $.01 per share
("Common Stock"), of Biogen, Inc. ("Biogen"). Biogen's principal executive
offices are located at 16 Cambridge Center, Cambridge, MA 02142.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed jointly by (i) BB Biotech AG, a Swiss
corporation ("BB Biotech"), (ii) Biotech Invest S.A., a Panamanian corporation
("Biotech Invest"), (iii) Biotech Focus S.A., a Panamanian corporation
("Biotech Focus") and (iv) Biotech Target S.A., a Panamanian corporation
("Biotech Target"). Biotech Invest, Biotech Focus, and Biotech Target are
wholly-owned subsidiaries of BB Biotech (collectively referred to herein as
"Biotech Subsidiaries").
BB Biotech AG ("BB Biotech") is a holding company incorporated in
Switzerland. BB Biotech's business address is Vodergass 3, 8200 Schaffhausen,
CH/Switzerland. BB Biotech invests in companies involved in the development,
production, and distribution of pharmaceuticals and other products based on
biotechnology. BB Biotech is publicly traded on the Zurich Stock Exchange.
Biotech Invest is a wholly-owned subsidiary of BB Biotech incorporated
in the Republic of Panama. Biotech Invest's business address is Swiss Bank
Tower, Panama 1, Republic of Panama. The principal business of Biotech Invest
is to invest in companies in the biotechnology sector.
Biotech Focus is a wholly-owned subsidiary of BB Biotech incorporated
in the Republic of Panama. Biotech Focus's business address is Swiss Bank
Tower, Panama 1, Republic of Panama. The principal business of Biotech Invest
is to invest in companies in the biotechnology sector.
Biotech Target is a wholly-owned subsidiary of BB Biotech incorporated
in the Republic of Panama. Biotech Target's business address is Swiss Bank
Tower, Panama 1, Republic of Panama. The principal business of Biotech Target
is to invest in companies in the biotechnology sector.
The name, business address, present principal occupation, and
citizenship of each executive officer and director of BB Biotech and the Biotech
Subsidiaries are set forth on Appendix A hereto, which is incorporated herein
by reference.
Neither BB Biotech, Biotech Invest, Biotech Focus nor Biotech Target,
nor to the best of their knowledge, any of their executive officers or
directors has, during the last five (5) years, been convicted in a criminal
proceeding (excluding traffic violations or
Page 6 of 12 Pages
<PAGE> 7
similar misdemeanors) or has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction as a result of which he was or
is subject to a judgment, decree or final order enjoining future violations 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
From November 1993 to April 1994, the Biotech Subsidiaries have
purchased 2,150,000 shares of Biogen Common Stock in the aggregate, for an
aggregate consideration of approximately $93 million. Each of the Biotech
Subsidiaries used working capital to purchase the shares of Biogen Common
Stock, which, in turn, was supplied by BB Biotech. BB Biotech is publicly
traded on the Zurich Stock Exchange, and its shareholders are both private and
institutional investors.
ITEM 4. PURPOSE OF TRANSACTION
The Biogen Common Stock is being held for investment purposes only.
The Biotech Subsidiaries may, from time to time, either increase or decrease
their holdings of Biogen Common Stock. Any such decision will depend, however,
on numerous factors, including, without limitation, the price of shares of
Common Stock, the terms and conditions related to their purchase and sale, the
prospects and profitability of Biogen, other business and investment
alternatives of the Biotech Subsidiaries, and general economic and market
conditions.
Neither BB Biotech nor the Biotech Subsidiaries have an immediate
intention to influence or direct Biogen's affairs, modify its corporate
structure or interfere with the business decisions of its management.
Except as set forth above, neither BB Biotech or the Biotech
Subsidiaries nor, to the best knowledge of such persons, any executive officer
or director of either BB Biotech or the Biotech Subsidiaries, has any plans or
proposals which relate to or would result in: (a) the acquisition by any
person of additional securities of Biogen or the disposition of securities of
Biogen; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Biogen; (c) a sale or transfer or a
material amount of assets of Biogen; (d) any change in the present board of
directors or management of Biogen, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on the
board; (e) any material change in the present capitalization or dividend policy
of Biogen; (f) any other material change in Biogen's business or corporate
structure; (g) changes in Biogen's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of Biogen
by any person; (h) causing a
Page 7 of 12 Pages
<PAGE> 8
class of securities of Biogen to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an interdealer quotation
system of a registered national securities association; (i) a class of equity
securities of Biogen to become eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934 ("Exchange
Act"); or (j) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) BB Biotech may be deemed to be the indirect beneficial owner
of the 2,150,000 shares of Biogen Common Stock held directly in the aggregate
by the Biotech Subsidiaries as of April 6, 1994, which represents 6.47% of the
outstanding shares of Biogen Common Stock. No shares of Biogen Common Stock
are directly owned by BB Biotech. As of April 6, 1994, Biotech Invest
beneficially owned 980,000 shares of Biogen Common Stock, representing 2.95% of
the outstanding shares of Biogen Common Stock. As of April 6, 1994, Biotech
Focus beneficially owned 800,000 shares of Biogen Common Stock, representing
2.41% of the outstanding shares of Biogen Common Stock. As of April 6, 1994,
Biotech Target beneficially owned 370,000 shares of Biogen Common Stock,
representing 1.11% of the outstanding shares of Biogen Common Stock. To the
best knowledge of BB Biotech and the Biotech Subsidiaries, no director or
executive officer of BB Biotech or the Biotech Subsidiaries owns any shares of
Biogen Common Stock.
(b) The number of shares of Biogen Common Stock to which there is
sole power to vote or to direct the vote, shares power to vote or to direct the
vote, sole power to dispose or to direct the disposition, or shared power to
dispose or direct the disposition is set forth in the cover pages and such
information is incorporated herein by reference. BB Biotech, through its
ownership of the Biotech Subsidiaries, may be deemed to beneficially own the
shares of Biogen Common Stock within the meaning of Regulation 13D under the
Exchange Act, and may be deemed to share with the Biotech Subsidiaries the
power to vote or direct the vote of and the power to dispose of or direct the
disposition of the aggregate 2,150,000 shares of Biogen Common Stock held by
the Biotech Subsidiaries. BB Biotech hereby expressly declares that the filing
of this statement shall not be construed as an admission that it is, for
purposes of Section 13(d) of the Exchange Act, the beneficial owner of the
shares of Biogen Common Stock held by the Biotech Subsidiaries.
(c) A summary of all transactions in Biogen Common Stock effected
by the Biotech Subsidiaries 60 days before they and BB Biotech became subject
to the Regulation 13D reporting requirements is attached hereto as Exhibit A.
(d) Not applicable.
Page 8 of 12 Pages
<PAGE> 9
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
Biotech Invest, Biotech Focus, and Biotech Target are wholly-owned
subsidiaries of BB Biotech. There are no other contracts, arrangements,
understandings, or relationships that exist with respect to the shares of
Biogen Common Stock directly owned by the Biotech Subsidiaries or indirectly
owned by BB Biotech. The incorporation documents and minutes of the board of
directors of Biotech Invest, Biotech Focus, and Biotech Target, which are
attached hereto as Exhibits B, C, and D, respectively, are hereby incorporated
by reference in their entirety in response to this item 6. Except for the
documents described herein, neither BB Biotech nor the Biotech Subsidiaries
nor, to the best of their knowledge, any of the executive officers or directors
of either BB Biotech or the Biotech Subsidiaries, is a party to any contract,
arrangement, understanding, or relationship (legal or otherwise) with any
person with respect to any securities of Biogen, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, divisions of
profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 99.A: Transaction Summary.
Exhibit 99.B: Certificate of Incorporation of Biotech Invest dated November
16, 1993, and opinion letter dated November 24, 1993 by Morgan
& Morgan, Attorneys at Law, Panama (evidencing a power of
attorney in favor Daniel Schlatter).
Exhibit 99.C: Certificate of Incorporation of Biotech Focus dated November
16, 1993, and opinion letter dated November 24, 1993 by Morgan
& Morgan, Attorneys at Law, Panama (evidencing a power of
attorney in favor Daniel Schlatter).
Exhibit 99.D: Minutes of the January 21, 1994, Board of Directors Meeting of
Biotech Target (evidencing a power of attorney in favor Daniel
Schlatter).
Exhibit 99.E: Translation of evidence of a power of attorney in favor Daniel
Schlatter and Dr. Ernst Mueller-Moehl on behalf of BB Biotech.
Exhibit 99.F: Agreement by and among BB Biotech, Biotech Invest, Biotech
Focus, and Biotech Target with respect to the filing of this
statement.
Page 9 of 12 Pages
<PAGE> 10
SIGNATURES
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.
<TABLE>
<S> <C> <C>
BB BIOTECH AG
Date: June 2, 1994 By: /S/ Daniel Schlatter
-----------------------------
Name: Daniel Schlatter
Title: Counsel
By: /S/ Ernst Mueller-Moehl
-----------------------------
Name: Dr. Ernst Mueller-Moehl
BIOTECH INVEST S.A.
Date: June 2, 1994 By: /S/ Daniel Schlatter
-----------------------------
Name: Daniel Schlatter
Title: Counsel
BIOTECH FOCUS S.A.
Date: June 2, 1994 By: /S/ Daniel Schlatter
-----------------------------
Name: Daniel Schlatter
Title: Counsel
BIOTECH TARGET S.A.
Date: June 2 1994 By: /S/ Daniel Schlatter
-----------------------------
Name: Daniel Schlatter
Title: Counsel
</TABLE>
Page 10 of 12 Pages
<PAGE> 11
APPENDIX A TO ITEM 2
<TABLE>
<CAPTION>
PRESENT
NAME AND POSITION RESIDENCE OR PRINCIPAL
WITH COMPANY BUSINESS ADDRESS OCCUPATION
- ------------ ---------------- ----------
<S> <C> <C>
BB BIOTECH
Dr. Ernst Thomke Vodergass 3, President
(Swiss citizen) 8200 Schaffhausen, and Director
CH/Switzerland
Dr. Victor Bischoff Vodergass 3, Vice-
(Swiss citizen) 8200 Schaffhausen, President
CH/Switzerland and Director
Dr. David Baltimore Rockefeller University Professor
(U.S. citizen) 1239 York Avenue and Director
New York, NY 19921
Daniel Schlatter Theaterstrasse 12, Counsel
(Swiss citizen) 8024 Zurich, with
CH/Switzerland signatory
authority
Dr. Ernst Mueller-Moehl Vodergass 3, signatory
(Swiss citizen) 8200 Schaffhausen, authority
CH/Switzerland
BIOTECH INVEST
Daniel Schlatter Theaterstrasse 12, Counsel
(Swiss citizen) 8024 Zurich, with
CH/Switzerland signatory
authority
Pablo Javier Espino Swiss Bank Tower, President
(Panamanian citizen) Panama 1, and Director
Republic of Panama
Adelina M. de Estribi Swiss Bank Tower, Director
(Panamanian citizen) Panama 1,
Republic of Panama
Aida May Biggs Swiss Bank Tower, Director
(Panamanian citizen) Panama 1,
Republic of Panama
</TABLE>
Page 11 of 12 Pages
<PAGE> 12
<TABLE>
<S> <C> <C>
BIOTECH FOCUS
Daniel Schlatter Theaterstrasse 12, Counsel
(Swiss citizen) 8024 Zurich, with
CH/Switzerland signatory
authority
Luis Alberto Hincapie Swiss Bank Tower, President
(Panamanian citizen) Panama 1, and Director
Republic of Panama
Adelina M. de Estribi Swiss Bank Tower, Director
(Panamanian citizen) Panama 1,
Republic of Panama
Aida May Biggs Swiss Bank Tower, Director
(Panamanian citizen) Panama 1,
Republic of Panama
BIOTECH TARGET
Daniel Schlatter Theaterstrasse 12, Counsel
(Swiss citizen) 8024 Zurich, with
CH/Switzerland signatory
authority
Pablo Javier Espino Swiss Bank Tower, President
(Panamanian citizen) Panama 1, and Director
Republic of Panama
Adelina M. de Estribi Swiss Bank Tower, Director
(Panamanian citizen) Panama 1,
Republic of Panama
Aida May Biggs Swiss Bank Tower, Director
(Panamanian citizen) Panama 1,
Republic of Panama
</TABLE>
Page 12 of 12 Pages
<PAGE> 13
EXHIBIT INDEX
Exhibit 99.A: Transaction Summary.
Exhibit 99.B: Certificate of Incorporation of Biotech Invest dated November
16, 1993, and opinion letter dated November 24, 1993 by Morgan
& Morgan, Attorneys at Law, Panama (evidencing a power of
attorney in favor Daniel Schlatter).
Exhibit 99.C: Certificate of Incorporation of Biotech Focus dated November
16, 1993, and opinion letter dated November 24, 1993 by Morgan
& Morgan, Attorneys at Law, Panama (evidencing a power of
attorney in favor Daniel Schlatter).
Exhibit 99.D: Minutes of the January 21, 1994, Board of Directors Meeting of
Biotech Target (evidencing a power of attorney in favor Daniel
Schlatter).
Exhibit 99.E: Translation of evidence of a power of attorney in favor Daniel
Schlatter and Dr. Ernst Mueller-Moehl on behalf of BB Biotech.
Exhibit 99.F: Agreement by and among BB Biotech, Biotech Invest, Biotech
Focus, and Biotech Target with respect to the filing of this
statement.
<PAGE> 1
Exhibit 99.A
Below is a summary of all transactions in Biogen Common Stock effected
by the Biotech Subsidiaries 60 days before they and BB Biotech became subject
to the Regulation 13D reporting requirements.
All sales of Common Stock were effected on NASDAQ. All prices are per
share in U.S. dollars. For purposes of this Exhibit A, indirect beneficial
ownership of the shares of Biogen Common Stock is attributed to BB Biotech.
<TABLE>
<CAPTION>
DATE TYPE OF TRANSACTION, NUMBER, CLASS AND PRICE OF BENEFICIALLY TOTAL SHARES PERCENT
SHARES OWNED SHARES OUTSTANDING OF OUTSTANDING
OWNED
<S> <C> <C> <C> <C>
Dec. 23, Purchase by Biotech 268,000 32,300,000 .83%
1993 Invest of 85,000 shares of shares of Common
Common Stock at an average price per share of Stock
$40.
Dec. 27, Purchase by Biotech 368,000 32,300,000 1.14%
1993 Invest of 100,000 shares of shares of Common
Common Stock at an average price per share of Stock
$40.
Dec. 28, Purchase by Biotech 568,000 32,300,000 1.76%
1993 Invest of 200,000 shares of shares of Common
Common Stock at an average price per share of Stock
$40.75.
Dec. 30, Purchase by Biotech 658,000 32,300,000 2.04%
1993 Invest of 90,000 shares of shares of Common
Common Stock at an average price per share of Stock
$39.81.
Dec. 31, Purchase by Biotech 700,000 32,300,000 2.17%
1993 Invest of 42,000 shares of shares of Common
Common Stock at an average price per share of Stock
$39.75.
</TABLE>
1
<PAGE> 2
<TABLE>
<CAPTION>
DATE TYPE OF TRANSACTION, NUMBER, CLASS AND PRICE OF BENEFICIALLY TOTAL SHARES PERCENT
SHARES OWNED SHARES OUTSTANDING OF OUTSTANDING
OWNED
<S> <C> <C> <C> <C>
Jan. 27, Purchase by Biotech 1,320,000 33,250,000 3.97%
1993 Invest of 620,000 shares of shares of Common
Common Stock at an average price per share of Stock
$46.57.
Feb. 2, Purchase by Biotech 1,470,000 33,250,000 4.42%
1993 Invest of 150,000 shares of shares of Common
Common Stock at an average price per share of Stock
$46.78.
Feb. 7, Purchase by Biotech 1,570,000 33,250,000 4.72%
1993 Invest of 100,000 shares of shares of Common
Common Stock at an average price per share of Stock
$51.44.
Feb. 10, Transfer by Biotech 1,570,000 33,250,000 4.72%
1993 Invest to Biotech Focus shares of Common
of 800,000 shares of Stock
Common Stock.
Feb. 17, Purchase by Biotech 1,660,000 33,250,000 4.99%
1993 Invest of 90,000 shares of shares of Common
Common Stock at an average price per share of Stock
$49.36.
Feb 14, Purchase by Biotech 1,780,000 33,250,000 5.35%
1994 Invest of 120,000 shares of shares of Common
Common Stock at an average price per share of Stock
$48.85.
March 9, Purchase by Biotech Invest 1,880,000 33,250,000 5.65%
1994 of 100,000 shares of shares of Common
Common Stock at an average price per share of Stock
$41.43 per share.
March 15, Transfer by Biotech 1,880,000 33,250,000 5.65%
1994 Invest to Biotech Target of 100,000 shares of shares of Common
Common Stock. Stock
</TABLE>
2
<PAGE> 3
<TABLE>
<CAPTION>
DATE TYPE OF TRANSACTION, NUMBER, CLASS AND PRICE OF BENEFICIALLY TOTAL SHARES PERCENT
SHARES OWNED SHARES OUTSTANDING OF OUTSTANDING
OWNED
<S> <C> <C> <C> <C>
March 29, Purchase by Biotech Target of 100,000 shares of 1,980,000 33,250,000 5.95%
1994 Common Stock at an average price per share of shares of Common
$38.75. Stock
March 31, Purchase by Biotech Target of 100,000 shares of 2,080,000 33,250,000 6.26%
1994 Common Stock at an average price per share of shares of Common
$36.13. Stock
April 6, Purchase by Biotech Target of 70,000 shares of 2,150,000 33,250,000 6.47%
1994 Common Stock at an average price per share of shares of Common
$33.75. Stock
</TABLE>
3
<PAGE> 1
Exhibit 99.B
TO WHOM IT MAY CONCERN
We, MORGAN Y MORGAN, Lawyers, qualified to practice law in Panama,
Republic of Panama, having examined all the documents of the Corporation
BIOTECH INVEST S.A. ("The Corporation"), hereby confirm the following:
1. The Corporation is a Panamanian Company incorporated by means
of Public Deed 13,165 of 12th December, 1988, Notary 5th and duly registered at
Microjacket 126642, Reel 25125, Frame 0069 on December 16, 1988.
2. The Corporation is in good standing and validly existing under
the laws of the Republic of Panama.
3. The total number of shares that may be issued by the
Corporation is Five Hundred (500) to the bearer all of which shall be without
nominal value.
4. The present members of The Corporation's Board of
Directors/Officers are the following:
Pablo Javier Espino - Director/President
Adelina M. de Estribi - Director/Secretary
Aida May Biggs - Director/Treasurer
5. The joint signatures of any two (2) Directors/Officers in
respect of any act, transaction or business of the corporation shall be binding
on the same.
6. By means of Public Deed #10,701 of 12th November, 1993, Notary
4th. The Corporation granted a Power of Attorney in favour of Dr. Ernst
Muller-Mohl, Swiss, with Passport No. 7836977, with domicile in Schloss
Gachnang, 8547 Gachnang, Switzerland to act on behalf of the Corporation
individually and with full powers.
7. By means of Public Deed #10,702 of 12th November, 1993, Notary
4th. The Corporation granted a Power of Attorney in favour of Lawyer Daniel
Schlatter, Swiss, with Passport No. 6780510, with domicile in Zilanderweg, 10,
8702 Zollikon to act on behalf of the Corporation individually and with full
powers.
As members of the bar of the Republic of Panama, we express no opinion
with respect to the laws of any other jurisdictions.
Panama, 24th November, 1993.
Morgan & Morgan
Mirie de la Guardian
<PAGE> 1
Exhibit 99.C
TO WHOM IT MAY CONCERN
We, MORGAN Y MORGAN, Lawyers, qualified to practice law in Panama,
Republic of Panama, having examined all the documents of the Corporation
BIOTECH FOCUS S.A. ("The Corporation"), hereby confirm the following:
1. The Corporation is a Panamanian Company incorporated by means
of Public Deed 11,785 of 30th November, 1989, Notary 5th and duly registered at
Microjacket 228850, Reel 27689, Frame 0085 on December 7, 1989.
2. The Corporation is in good standing and validly existing under
the laws of the Republic of Panama.
3. The total number of shares that may be issued by the
Corporation is Five Hundred (500) to the bearer all of which shall be without
nominal value.
4. The present members of The Corporation's Board of
Directors/Officers are the following:
Luis Alberto Hincapie - Director/President
Adelina M. de Estribi - Director/Secretary
Aida May Biggs - Director/Treasurer
5. The joint signatures of any two (2) Directors/Officers in
respect of any act, transaction or business of the corporation shall be binding
on the same.
6. By means of Public Deed #10,703 of 12th November, 1993, Notary
4th. The Corporation granted a Power of Attorney in favour of Dr. Ernst
Muller-Mohl, Swiss, with Passport No. 7836977, with domicile in Schloss
Gachnang, 8547 Gachnang, Switzerland to act on behalf of the Corporation
individually and with full powers.
7. By means of Public Deed #10,704 of 12th November, 1993, Notary
4th. The Corporation granted a Power of Attorney in favour of Lawyer Daniel
Schlatter, Swiss, with Passport No. 6780510, with domicile in Zilanderweg, 10,
8702 Zollikon to act on behalf of the Corporation individually and with full
powers.
As members of the bar of the Republic of Panama, we express no opinion
with respect to the laws of any other jurisdictions.
Panama, 24th November, 1993.
Morgan & Morgan
Mirie de la Guardian
<PAGE> 1
Exhibit 99.D
MINUTES OF A MEETING OF THE BOARD OF DIRECTORS
OF THE CORPORATION BIOTECH TARGET S.A.
In the City of Panama, Republic of Panama, on January 21st, 1994, a
Meeting of the Board of Directors of BIOTECH TARGET S.A., was held in the
principal offices of said corporation at 53rd Street Urbanizacion Obarrio Torre
Swiss Bank, 16th Floor, Panama, Republic of Panama, wherein a quorum was at all
time present and active. All of the Directors of the corporation, PABLO JAVIER
ESPINO, AIDA MAY BIGGS and ADELINA M. DE ESTRIBI, were present at the Meeting,
therefore the notice of the meeting was waived. The President of the
Corporation PABLO JAVIER ESPINO presided the Meeting, and the Secretary of the
Corporation ADELINA M. DE ESTRIBI served as Secretary. The President then
called the meeting to order and explained its objects: to grant power of
attorney to a person chosen by the Board of Directors to act on behalf of the
corporation with such authority as the Board may approve, there upon, after an
exchange of views on motion duly made and seconded the following resolutions
were unanimously approved: RESOLVED: That be and hereby is granted a Power of
Attorney as full as it may be legally necessary in favor of DANIEL SCHLATTER,
Swiss, lawyer, with Passport No. 6780510, born on March 6th, 1960, with
domiciled in Zilanderweg 10, 8702 Zollikon, Switzerland, to act on behalf of
the Corporation individually, with full powers, which for purposes of
enunciation and not in order to limit this Power of Attorney, are detailed as
follows: to purchase, alienate, transfer, sell, lease, pledge, mortgage,
encumber, or dispose of in any way or manner, the movable or immovable,
corporeal or incorporeal, property of the corporation; to accept, endorse,
collect, deposit and transfer checks, notes and any other negotiable
instruments in its name; to open and to close any kind of banking account, to
draw from accounts and the banking deposits of the corporation, be they
checking accounts, time deposits or against overdraft or any other kind of
deposits, be it in the Republic of Panama or abroad. To issue notes, sign,
bills of exchanges as a drawer, acceptor, endorser or guarantor; accept
obligations, be they of a commercial or civil nature; to represent the
corporation and in matters of disposition administration as well as in all
affairs of management and situations in which the corporation has an interest,
also in general partnerships or joint ventures; to buy stock or shares of any
kind in other companies; to take part in Assemblies or meetings in order to
make any kind of agreements, including agreements of constitution,
transformation, increase of capital and dissolution of companies, to become the
legal representative of the company, as plaintiff, defendant, third party or in
any other form, in front of any office of the Republic of Panama or abroad, be
they judicial, administrative, concerning labor, or of any other nature, to
substitute this power in whole or partially and to revoke the substitutions, to
subscribe documents wherein the corporation may be involved; as debtor or
creditor; to make agreements using arbitrators or any other type of arrangement
whatsoever and to complete any act or to enter into any contract that it be
<PAGE> 2
- 2 -
considered beneficial to the interests of the company BIOTECH TARGET S.A.,
because it is the intention of this Power of Attorney that it be exercised
without any limitations whatsoever. It is hereby expressed that this Power of
Attorney can be exercised inside the territory of the Republic of Panama or in
any other country. It was also resolved to give authority to the law firm
MORGAN Y MORGAN to protocolize a copy of the minutes of this meeting of the
Board of Directors. Having nothing else to discuss, the meeting was adjourned.
(sgd.) Pablo J. Espino - President --- Adelina M. de Estribi - Secretary.
Concuerda con su original esta copia que expido, firmo y sello en la Ciudad de
Panama, Repcblica de Panama, a los veinticn (21) dias del mes de enero de mil
novecientos noventa y cuatro (1994).
<PAGE> 1
Exhibit 99.E
BB BIOTECH AG
Photo Copy Certified at the Official Public Register of
Commercial Firms in Schaffhausen, April 13, 1994.
Shareholders - Executives - Administrators - Persons Authorized to Sign:
Name (First, Last): Dr. Ernst Thomke
Native Place (or State): Biel BE
Place of Authority: Baden
Capacity: President of the Management Board
Signatures Required: Two
Name (First, Last): Dr. Victor Bischoff
Native Place: Scuol
Place of Authority: Basel
Capacity: Vice President of the Management Board
Signatures Required: Two
Name (First, Last): Dr. David Baltimore
Native Place: Citizen of the United States
Place of Authority: New York
Capacity: Member of the Management Board
Signatures Required: Two
Revisuisse Price-Waterhouse: Auditor/Inspector
Name (First, Last): Dr. Ernst Mueller-Moehl
Native Place: Gachnang
Place of Authority: Gachnang
Capacity: --
Signatures Required: Two
Name (First, Last): Martin Bisang
Native Place: Basel
Place of Authority: Binningen
Capacity: --
Signatures Required: Two
Name (First, Last): Daniel Schlatter
Native Place: Zuerich
Place of Authority: Zollikon
Capacity: --
Signatures Required: Two
<PAGE> 1
Exhibit 99.F
JOINT FILING AGREEMENT
We, the undersigned, hereby express our agreement that the attached
Schedule 13D is filed on behalf of each of the undersigned.
<TABLE>
<S> <C> <C>
Date: June 2, 1994
BB BIOTECH AG
By: /S/ Daniel Schlatter
-----------------------------
Name: Daniel Schlatter
Title: Counsel
By: /S/ Ernst Mueller-Moehl
-----------------------------
Name: Dr. Ernst Mueller-Moehl
BIOTECH INVEST S.A.
By: /S/ Daniel Schlatter
-----------------------------
Name: Daniel Schlatter
Title: Counsel
BIOTECH FOCUS S.A.
By: /S/ Daniel Schlatter
-----------------------------
Name: Daniel Schlatter
Title: Counsel
BIOTECH TARGET S.A.
By: /S/ Daniel Schlatter
-----------------------------
Name: Daniel Schlatter
Title: Counsel
</TABLE>
