SCIOS INC
DEFA14A, 1999-12-22
PHARMACEUTICAL PREPARATIONS
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                            SCHEDULE 14A INFORMATION

                Proxy Statement Pursuant to Section 14(a) of the
                Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant /x/
Filed by a party other than the Registrant / /

Check the appropriate box:
/ /  Preliminary Proxy Statement
/ /  Confidential,  for  Use  of the  Commission  Only  (as  permitted  by  Rule
     14a-6(e)(2))
/ /  Definitive Proxy Statement
/ /  Definitive  Additional Materials
/x/  Soliciting Material Pursuant to Section 240.14a-11(c) or Section
     240.14a-12

                                   Scios Inc.
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate  box):
/x/ No fee required
/ / Fee computed on table below per Exchange  Act Rules  14a-6(i)(1)
    and 0-11

(1) Title of each class of securities to which transaction applies:

- ------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

- ------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed pursuant to
    Exchange  Act Rule  0-11 (set forth the amount on which the filing fee is
    calculated and state how it was determined):

- ------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

- ------------------------------------------------------------------------

(5) Total fee paid:

- ------------------------------------------------------------------------

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
    0-11(a)(2) and identify the filing for which the offsetting fee was paid
    previously. Identify the previous filing by registration statement number,
    or the Form or Schedule and the date of its filing.

     (1) Amount Previously Paid:

     ------------------------------------------------------------------------

     (2) Form, Schedule or Registration Statement No.:

     ------------------------------------------------------------------------

     (3) Filing Party:

     -----------------------------------------------------------------------

     (4) Date Filed:

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                                   SCIOS LETTERHEAD

CONTACT:
Wendy Carhart
Scios Inc.
408/616-8325
or
Nadine Padilla
Biosite Diagnostics Incorporated
619/455-4808 x3187

FOR IMMEDIATE RELEASE:

               SCIOS BNP DIAGNOSTIC LICENSEE FILES PMA APPLICATION
                  Biosite Diagnostic Product Now Before the FDA

SUNNYVALE,  CA,  December 22, 1999 - Scios Inc.  (NASDAQ:  SCIO) announced today
that Biosite Diagnostics Incorporated,  one of Scios' B-type natriuretic peptide
(BNP) diagnostic  licensees,  has filed its pre-market approval application with
the United States Food and Drug Administration  (FDA) seeking approval to market
the  Triage  (R) BNP  Test.  The test  measures  BNP as an aid in the  basis for
diagnosis of patients with congestive heart failure.

"Using BNP as a diagnostic  tool for  congestive  heart failure will elevate the
level of understanding of this cardioprotective hormone in heart failure. One of
the heart's  natural  compensatory  responses  to stress is to release  BNP. The
development  of a BNP  diagnostic  test  represents an important  advance in the
ability to aid in the  diagnosis  of  patients  with heart  failure  and further
underscores  the key role of BNP in this  medical  condition.  We  believe a BNP
diagnostic  test  will help to  enhance  the  overall  market  awareness  of the
beneficial role of BNP in congestive heart failure,  strengthening the potential
for Natrecor", said Richard B. Brewer, President and CEO of Scios.

Natrecor(R) (nesiritide),  Scios' recombinant form of BNP, is now in a Phase III
clinical trial for acute congestive  heart failure.  Patients began enrolling in
the VMAC  (Vasodilation  in the  Management of Acute  Congestive  heart failure)
trial in October, and total enrollment of approximately 500 patients is expected
to be completed by the third quarter of 2000.

                                   -- more --

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                                                               December 22, 1999
                                                                          Page 2

Scios' two other licensees for BNP diagnostic products,  Abbott Laboratories and
Shionogi & Co., Ltd., are in various stages of  development.  Scios will receive
royalties based on sales of Biosite's Triage BNP Test.

SCIOS INC.

Scios is a biopharmaceutical company engaged in the discovery,  development, and
commercialization of novel human therapeutics.  Scios has commercial or research
and   development   relationships   with   Chiron   Corporation,    The   DuPont
Pharmaceuticals   Company,   Eli  Lilly  and   Company,   GenVec   Inc.,   Kaken
Pharmaceutical  Co., Ltd., and Novo Nordisk A/S of Denmark.  Scios'  Psychiatric
Sales and Marketing Division  successfully  markets seven psychiatric  products,
including co-promotion  arrangements with Janssen  Pharmaceutica's  Risperdal(R)
(risperidone)  and SmithKline  Beecham's  Paxil(R)  (paroxetine  hydrochloride).
Additional  information  on  Scios  is  available  at its web  site  located  at
www.sciosinc.com  and in the Company's  various  filings with the Securities and
Exchange Commission.

BIOSITE

Since its inception in 1988, Biosite Diagnostics Incorporated has been dedicated
to meeting important  clinical needs in emergency  medicine by speeding the flow
of critical diagnostic information.  Biosite's position as a leading provider of
Immediate  Response  Diagnostics(R)  has been  driven by its  focus on  customer
satisfaction and technological  innovation.  Biosite's Triage brand products are
used in 45 percent of U.S. hospitals and in more than 20 international  markets.
Additional information on the Company can be found at www.biosite.com.

The  statements  in this  press  release  that  are  not  historical  facts  are
forward-looking statements that involve risks and uncertainties, and include the
risk of timely and  successful  completion  of the  current  clinical  trial for
Natrecor  and  achieving  approval  of  Natrecor,   the  risks  associated  with
development and  commercialization of the Company's other products and the risks
associated with the other strategies comprising the Company's new business plan,
as well as other risks  detailed from time to time in the reports filed by Scios
with the SEC,  including the  Company's  annual report on Form 10-K for the year
ended December 31, 1998 and subsequent reports on Form 10-Q.


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                                                               December 22, 1999
                                                                          Page 3

                   CERTAIN INFORMATION CONCERNING PARTICIPANTS

Scios Inc. has scheduled  its annual  meeting of  stockholders  for February 28,
2000. The following  information  is provided  concerning  the  participants  on
behalf of Scios Inc.  in the  solicitation  of  proxies  for this  meeting.

The  following  individuals,  all of whom are  directors  of Scios Inc.,  may be
deemed  participants  in the  solicitation of proxies on behalf of the Company's
Board of Directors: Donald B. Rice, Ph.D. (Chairman of the Board of the Company;
President and Chief Executive  Officer of Urogenesys,  Inc.);  Richard B. Brewer
(Chief  Executive  Officer and  President of the  Company);  Samuel H.  Armacost
(Chairman,  SRI  International);  Myron Du Bain  (Chairman  and Chief  Executive
Officer  (Retired),  Fireman's  Fund  Corporation);  Charles  A.  Sanders,  M.D.
(Chairman and Chief Executive Officer (Retired), Glaxo Inc.); Solomon H. Snyder,
M.D. (Director,  Department of Neuroscience, and Distinguished Service Professor
of Neuroscience,  Pharmacology and Molecular Sciences and Psychiatry,  The Johns
Hopkins  University);  Burton E. Sobel,  M.D. (E.L.  Amidon Professor and Chair,
Department  of Medicine,  The  University of Vermont  College of Medicine);  and
Eugene  L. Step  (Executive  Vice  President,  President  of the  Pharmaceutical
Division  (Retired),  Eli Lilly and Company).  The  following  executives of the
Company may also be deemed  participants:  Thomas L. Feldman (Vice  President of
Commercial  Operations);  Elliott B. Grossbard,  M.D.  (Senior Vice President of
Development);  David W. Gryska (Vice  President  of Finance and Chief  Financial
Officer);  John A. Lewicki,  Ph.D. (Vice President of Research);  John H. Newman
(Senior Vice President, General Counsel & Secretary); George F. Schreiner, M.D.,
Ph.D. (Vice President,  Cardiorenal  Research) and Wendy Carhart (Senior Manager
of Investor Relations).

In the aggregate,  these  individuals  beneficially  own 1,626,257 shares of the
Company's  Common Stock,  including  1,267,332  shares  subject to stock options
exercisable  within  60 days of  December  6,  1999.  None of these  individuals
beneficially  owns more than 1% of the Company's  common  stock.  In addition to
customary  cash  compensation  payable  to  non-employee  directors,  under  the
Company's Equity Incentive Plan each non-employee director receives an automatic
grant of a stock option to acquire  10,000 shares of the Company's  Common Stock
at each annual  meeting where the director is elected to the Company's  Board of
Directors.  Mr.  Brewer's  employment  agreement with the Company  provides for,
among other things, severance payments to Mr. Brewer in the event of termination
of his employment "without cause" or "for good reason."

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