CORTECH INC
DFAN14A, 1998-08-07
PHARMACEUTICAL PREPARATIONS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            SCHEDULE 14A INFORMATION

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

Filed by the Registrant |_|
Filed by a Party other than the Registrant |X|

Check the appropriate box:

|_| Preliminary Proxy Statement
|_| Definitive Proxy Statement
|X| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12


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

                      Asset Value Fund Limited Partnership
- --------------------------------------------------------------------------------
                   (Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

|_| $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-6(j)(2).
|_| $500 per each party to the controversy pursuant to
    Exchange Act Rule 14a-6(i)(3).
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
|X| No fee required

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

   Common Stock
   -----------------------------------------------------------------------------

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:*

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

4) Proposed maximum aggregate value of transaction:

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

|_| 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 No.
                                         ---------------------------------------

    3) Filing party:
                    ------------------------------------------------------------

    4) Date filed:
                    ------------------------------------------------------------

___________
*Set forth the amount on which the filing fee is calculated and state how it was
 determined.

(032796DTI)

<PAGE>


                      ASSET VALUE FUND LIMITED PARTNERSHIP
                          376 Main Street, P.O. Box 74
                          Bedminster, New Jersey 07921
                                 (908) 234-1881
                                 (Call Collect)

Dear Fellow Stockholder:

     On behalf of Asset Value Fund Limited  Partnership  I thank you for sending
in your proxy for the Annual  Meeting of  Stockholders  of Cortech,  Inc., to be
held on September 4, 1998.

     To avoid any  possible  dispute  as to the  validity  of your proxy for the
reason(s)  stated  below,  we are  requesting  you to  date,  sign  and mail the
enclosed  new GREEN  proxy  ballot  with the  correction  indicated  below.  The
enclosed new GREEN proxy ballot, which automatically revokes any previous proxy,
should  be  returned  to us in the  postage  paid  envelope  provided  for  your
convenience.

     ____  YOUR PREVIOUS PROXY WAS UNSIGNED.  (If signing as attorney, executor,
           administrator,   personal  representative  of  the  estate, corporate
           officer,  partner,  trustee,  custodian  or guardian, please sign and
           give your full title as such.)

     ____  YOUR PREVIOUS PROXY WAS UNDATED. (Please sign  and date to conform to
           the name shown upon the proxy.)

     ____  YOUR PREVIOUS PROXY WAS NOT SIGNED BY ALL JOINT OWNERS  OR  TRUSTEES.
           (If shares are registered in the name of more than  one  person, each
           person should sign the proxy. If a joint tenant is  deceased,  please
           indicate  that  you  are  the  surviving joint owner. If a tenant-in-
           common  is  deceased, the proxy should also be signed by the executor
           or  administrator  of  the  deceased tenant-in-common,  and a copy of
           proof  of  such  person's status  as executor or administrator should
           be sent with the proxy.)

     ____  YOUR PREVIOUS PROXY OMITTED YOUR TITLE OR AUTHORITY. (If signing as 
           attorney, executor, administrator,   personal  representative of  the
           estate, corporate officer, partner, trustee,  custodian or guardian, 
           please sign and give your full title as such.

     ____  YOUR PREVIOUS PROXY, AS SIGNED, DID NOT CONFORM TO  THE NAME SHOWN ON
           THE  PROXY.    (Please  date  and  sign  the  proxy  EXACTLY  as  the
           registration appears on the proxy card, including  your full title if
           signing other than in an individual capacity.)

     ____  YOUR PREVIOUS  PROXY, AS MARKED, DID NOT CLEARLY  SPECIFY YOUR VOTING
           INSTRUCTIONS. (Please sign, date and clearly mark your proxy.)

     ____  Other._______________________________________________________________
          
                 _______________________________________________________________


     Since the Annual  Meeting  is to be held on  September  4,  1998,  we would
greatly appreciate your signing,  dating and mailing this new GREEN proxy ballot
as  soon  as  possible.  Please  mail  it in  the  envelope  provided  for  your
convenience.

                                            Sincerely,



                                            ASSET VALUE FUND LIMITED PARTNERSHIP
                                            John W. Galuchie, Jr.


<PAGE>




                      ASSET VALUE FUND LIMITED PARTNERSHIP
                          376 Main Street, P.O. Box 74
                          Bedminster, New Jersey 07921
                                 (908) 234-1881
                                 (CALL COLLECT)



                                            Date



Dear                 :

     It was good to speak with you  yesterday.  Enclosed  are all the  materials
which were erroneously sent to your old address.

     We sure would  appreciate  your  support.  If you agree with our  position,
please return the signed GREEN proxy ballot in the postage paid,  self-addressed
envelope which we have enclosed for your convenience.

     If you have any questions,  please call me collect at the number  indicated
above.

                                            Sincerely yours,



                                            ASSET VALUE FUND LIMITED PARTNERSHIP


Enclosures


<PAGE>




                      ASSET VALUE FUND LIMITED PARTNERSHIP
                            376 Main Street P.O. Box
                          Bedminster, New Jersey 07921
                                 (908) 234-1881
                                 (CALL COLLECT)



                                            Date


Dear            :

     Thank you for your telephone call  yesterday.  As requested,  enclosed is a
complete set of materials regarding Cortech, Inc.

     If you have any questions,  please call me collect at the number  indicated
above.

                                            Sincerely yours,



                                            ASSET VALUE FUND LIMITED PARTNERSHIP



Enclosures


<PAGE>




                      ASSET VALUE FUND LIMITED PARTNERSHIP
                           376 Main Street P.O. Box 74
                          Bedminster, New Jersey 07921
                                 (908) 234-1881
                                 (CALL COLLECT)



                                            Date


Dear            :

     Pursuant to your request, please find enclosed our GREEN proxy ballot to be
signed and returned in the self-addressed envelope provided.

     If you should have any further  questions,  please do not  hesitate to call
collect at the number listed above.

                                            Sincerely yours,



                                            ASSET VALUE FUND LIMITED PARTNERSHIP



Enclosures


<PAGE>




                      ASSET VALUE FUND LIMITED PARTNERSHIP
                            376 Main Street P.O. Box
                          Bedminster, New Jersey 07921
                                 (908) 234-1881
                                 (CALL COLLECT)


                                            Date

Dear            :

     In the past few days Asset Value Fund Limited Partnership, mailed materials
to stockholders of Cortech, Inc.

     I have tried to reach you on the telephone  without  success.  I would very
much like to discuss  these  materials  with you. I would  appreciate  it if you
would call me collect at the number listed above.

                                            Sincerely yours,



                                            ASSET VALUE FUND LIMITED PARTNERSHIP

<PAGE>


                      ASSET VALUE FUND LIMITED PARTNERSHIP
                           376 Main Street P.O. Box 74
                          Bedminster, New Jersey 07921
                                 (908) 234-1881
                                 (CALL COLLECT)



                                            Date

Dear            :

     We understand  that you are supporting the management of Cortech,  Inc., in
the current proxy contest.  Asset Value Fund Limited  Partnership  would like an
opportunity to discuss with you the proxy materials you received from us and our
position  as  contained  in those  materials.  We may not be able to change your
mind, but at least we will have had a chance to talk things over with you.

     I would  appreciate  it if you would call me  collect at the number  listed
above. Thank you in advance for your time and consideration.

                                            Sincerely yours,



                                            ASSET VALUE FUND LIMITED PARTNERSHIP





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