CORTECH INC
PRER14C, 1998-08-06
PHARMACEUTICAL PREPARATIONS
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                            SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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 Rule 14a-11(c) or Rule 14a-12

                                  Cortech, Inc.
                (Name of Registrant as Specified In Its Charter)

                                       N/A
    (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)(4) 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:


<PAGE>


                              [Cortech Letterhead]

                                 August 4, 1998




Dear Cortech Stockholder:

         You  probably  have  received a proxy  statement  from Asset Value Fund
Limited  Partnership  soliciting  your proxy at the upcoming  annual  meeting of
Cortech.  Asset Value is attempting a hostile takeover of Cortech and soliciting
your proxy in  opposition  to  Cortech,  the  members of its Board of  Directors
(including Bert Fingerhut  (Chairman),  Edward Finkelstein,  Dr. John E. Repine,
Dr. Joachim von Roy), and the Board's nominees  (including Diarmuid Boran, Chief
Operating Officer and Acting Chief Financial Officer and Dr. John C. Cheronis, a
founding scientist of the Company).

         Please reserve your judgment regarding Asset Value's solicitation until
you have received the Company's proxy  materials.  The Board believes that it is
important  for  stockholders  to hear both sides before making a decision on the
election of directors  and the other  important  matters to be acted upon at the
annual  meeting.  The  Cortech  Board of  Directors  is not,  with this  letter,
soliciting your proxy in connection with the upcoming annual meeting.  We simply
urge you to defer  judgment  on the  upcoming  election of  directors  until you
receive all information from the Company.

         The Company is preparing materials on the background of Asset Value and
Paul Koether,  who heads the dissident  stockholder group that is attempting the
hostile takeover.  The Company's materials will be mailed to you shortly through
the Company's proxy  solicitor,  D.F. King  (1-800-848-3051).  We think you will
find  this  information  important  as you weigh the  issues  in  reaching  your
decision.  We urge you to withhold  sending Asset Value's green proxy card until
you have  reviewed the  Company's  materials.  If you have already sent in Asset
Value's  green  proxy  card,   the  Company's   proxy   materials  will  contain
instructions on how you can revoke and override the green proxy card.

         Again,  please do not send in Asset  Value's green proxy card until you
hear the full story.

                                             Sincerely,



                                             Bert Fingerhut,
                                             Chairman of the Board and
                                             Acting Chief Executive Officer






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