UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
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)
Dr. Herbert Gut
CIBA-GEIGY Limited
Klybeckstrasse 141
CH-4002, Basle
Switzerland
41-61-696-1111
- ----------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 19, 1995
(Date of Event which Requires Filing of this Amendment)
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.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
(Page 1 of 23 Pages)
Index to Exhibits on page 9 of 23
<PAGE>
CUSIP No. 682305 10 7 13D Page 2 of 23 Pages
------------------- ------- -----
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CIBA-GEIGY Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(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
Switzerland
NUMBER OF 7 SOLE VOTING POWER
SHARES 909,091 shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0 shares
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 909,091 shares
PERSON WITH 10 SHARED DISPOSITIVE POWER
0 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
909,091 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
14 TYPE OF REPORTING PERSON
HC, CO
(Page 2 of 23 Pages)
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Item 1. Security and Issuer
This statement on Schedule 13D relates to the Common Stock,
par value $0.01 per share (the "Common Stock"), of Oncogene Science,
Inc. (the "Issuer"), a Delaware corporation. The address of the
principal executive offices of the Issuer is 106 Charles Lindbergh
Blvd., Uniondale, New York 11553.
Item 2. Identity and Background
(a), (b), (c) and (f). This statement on Schedule 13D is
filed by CIBA-GEIGY Limited ("Limited"), a Swiss corporation.
Limited's principal executive offices are located in Basle,
Switzerland, and its mailing address is Klybeckstrasse 141, CH- 4002,
Basle, Switzerland. Limited is the publicly owned parent company of a
group of affiliated companies, commonly known as the Ciba Group which
was formed in October 1970 by the merger of two long-established Swiss
companies, CIBA Limited and J.R. Geigy S.A. Shares of Limited are
listed for trading on various stock exchanges in Switzerland,
including the Zurich Stock Exchange. Ciba companies are principally
engaged in the research and development, production and worldwide
marketing of various kinds of pharmaceuticals and specialty chemicals,
as well as electronic equipment.
(Page 3 of 23 Pages)
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The name, business address, present principal occupation and
citizenship of each executive officer and member of the Board of
Directors of Limited is set forth on Schedule I hereto and is
incorporated by reference herein.
(d) and (e). Neither Limited nor, to the best knowledge of
Limited, any of the persons listed on Schedule I hereto, during the
last five years, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or was a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding 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. Certain such matters relating to CIBA-GEIGY Corporation,
a subsidiary of Limited, are described in Schedule II.
Item 3. Source and Amount of Funds or Other Consideration
The funds for the acquisition of the Common Shares were
provided through Limited's general working capital.
Item 4. Purpose of Transaction
Limited has acquired the Common Shares for the purposes
of making an equity investment in the Issuer and in
(Page 4 of 23 Pages)
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connection therewith entering into certain license and development
arrangements with the Issuer. Depending upon market conditions and
Limited's assessment of the investment merits of its holdings in the
Issuer, Limited may purchase or sell additional securities of the Issuer.
At this time, Limited does not contemplate seeking to effect any action
which would be required to be disclosed pursuant to this Item 4.
Item 5. Interest in Securities of the Issuer
(a) and (b). Limited beneficially owns 909,091 shares of Common
Stock (the "Common Shares") which amount represents approximately 5.3% of
the aggregate amount of all outstanding shares of Common Stock. This is the
number of shares of Common Stock Limited purchased at a price of $5.50 per
Common Share pursuant to the terms of a Stock Subscription and Purchase
Agreement dated as of April 19, 1995 (the "Stock Purchase Agreement"), by
and between the Issuer and Limited. The foregoing reference to the Stock
Subscription and Purchase Agreement is qualified in its entirety by
reference to the Stock Subscription and Purchase Agreement, a copy of which
is filed as an Exhibit hereto and incorporated by reference herein.
(Page 5 of 23 Pages)
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(c) Neither Limited nor, to the best knowledge of Limited, any of
the persons listed in Schedule I hereto, has effected any transaction in
Common Stock in the past 60 days.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Pursuant to the Stock Subscription and Purchase Agreement, the
sale by Limited of any of the Common Shares prior to April 19, 1999 without
the consent of the Issuer, will result in the forfeiture of certain rights
relating to the license and development arrangements Limited has with the
Issuer.
Under the terms of the Registration Rights Agreement dated as of
April 19, 1995, by and between the Issuer and Limited (the "Registration
Rights Agreement"), Limited is entitled under certain circumstances to
require the Issuer to register the Common Shares.
The foregoing summaries of the Stock Subscription and Purchase
Agreement and the Registration Rights Agreement are qualified in their
entirety by reference thereto, a copy of each of which is filed as an
Exhibit hereto and incorporated by reference herein. The foregoing summary
of
(Page 6 of 23 Pages)
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the Registration Rights Agreement is qualified in its entirety by reference
to the Registration Rights Agreement, a copy of which is filed as an
Exhibit to the Stock Subscription and Purchase Agreement and incorporated
by reference herein.
Item 7. Material to be Filed as Exhibits
1. Stock Subscription and Purchase Agreement dated as
of April 19, 1995, by and between Oncogene Science, Inc. and
CIBA-GEIGY Limited.
2. Registration Rights Agreement dated as of April 19,
1995 by and between Oncogene Science, Inc. and CIBA-GEIGY
Limited.
(Page 7 of 23 Pages)
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the
knowledge and belief of the undersigned, the undersigned certify
that the information set forth in this statement is true,
complete and correct.
Dated: June 1, 1995
CIBA-GEIGY Limited,
/s/ Robin E. Walker /s/ Herbert Gut
- -------------------------- -----------------------------
Name: Robin E. Walker Name: Herbert Gut
Title: Division Counsel Title: Senior Division Counsel
(Page 8 of 23 Pages)
<PAGE>
Index to Exhibits
Exhibit No. Description Page No.
1 Stock Subscription and 15
Purchase Agreement
dated as of April 19, 1995,
by and between Oncogene
Science, Inc. and CIBA-GEIGY
Limited.
2 Registration Rights Agreement 17
dated as of April 19, 1995,
by and between Oncogene
Science, Inc. and CIBA-GEIGY
Limited.
(Page 9 of 23 Pages)
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SCHEDULE I
Members of the Board of Directors, the Committee of the Board
of Directors and the Executive Committee of CIBA-GEIGY Limited.
Name and Business Address Citizenship Present and Principal Occupation
Dr. Alex Krauer Switzerland Since 1987: Chairman of the
Chairman and Chief Board of Directors and
Executive Officer Member of the Committee of
c/o Ciba-Geigy Limited the Board of Directors
CH-4002 Basel
SWITZERLAND Member of the Board of Ciba-
Geigy Corporation, Ardsley, USA
Prof. Dr. Helmut Sihler Austria Since 1983: Member of the
c/o Henkel KGaA Board of Directors
D-40191 Dusseldorf
GERMANY Since 1992: Member of the
Committee of the Board of
Directors
Since 1993: Vice-Chairman
Retired Chairman of the
Central Board of Management
of Henkel KGaA, Germany
Birgit Breuel Germany As of October 1, 1994:
Treuhandanstalt Member of the Board of
Detiev-Rohwedder-Haus Directors
Leipziger Strasse 5-7
D-10100 Berlin President of
GERMANY Treuhandanstalt, Berlin
until December 1994
Commissioner General of the
World Exposition EXPO 2000
Prof. Max M. Burger Switzerland/ Since 1980: Member of the
c/o Friedrich Miescher USA Board of Directors
Institute
P.O. Box 2543 Director of Friedrich
CH-4002 Basel Miescher Institute, Basel
SWITZERLAND
Kaspar V. Cassani Switzerland Since 1985: Member of the
c/o IBM Switzerland Board of Directors
CH-8002 Zurich
Switzerland Since 1994: Member of the
Committee of the Board of
Directors
Retired Vice-Chairman of IBM
Corporation
(Page 10 of 23 Pages)
<PAGE>
David de Pury Switzerland Since 1992: Member of the
c/o ABB ASEA Brown Boveri Board of Directors
AG
P.O. Box 8131 Co-Chairman of the Board of
CH-8050 Zurich ABB ASEA Brown Boveri AG,
SWITZERLAND Zurich
Walter G. Frehner Switzerland Since 1994: Member of the
c/o Swiss Bank Corporation Board of Directors
Aeschenplatz 6
CH-4002 Basel Chairman of the Board of
Directors of Swiss Bank
Corporation
Rainer E. Gut Switzerland Since 1985: Member of the
c/o Credit Suisse Board of Directors
Paradeplatz
CH-8021 Zurich Since 1994: Member of the
SWITZERLAND Committee of the Board of
Directors
Chairman of the Board of
Directors of Credit Suisse
Dr. Hans B. Herzog Germany Since 1988: Member of the
c/o Ciba-Geigy Limited Board of Directors and
CH-4002 Basel Member of the Committee of
SWITZERLAND the Board of Directors
Prof. Jean-Marie Lehn France Since 1991: Member of the
c/o Institute le Bel Board of Directors
Universite Louis Pasteur
4. rue Blaise Pascal Universite Louis Pasteur,
F-67070 Strasbourg Institute le Bel, Professeur
cedex au College de France a Paris
FRANCE
Michael Ringier Switzerland Since 1993: Member of the
c/o Ringier AG Board of Directors
Dufourstrasse 23
CH-8008 Zurich Chairman of the Board of
SWITZERLAND Ringier AG
Dr. William J. Rutter, Ph.D. USA Elected on April 26, 1995 at
c/o Chiron Corporation the Ciba Annual General
4560 Horton Street Meeting as Member of the
Emeryville, CA 94608-2916 Board of Directors
USA
Chairman of the Board of
Ringler AG
Prof. Hugo E.R. Uyterhoeven USA Since 1980: Member of the
c/o Harvard University Board of Directors
Graduate School of Business
Administration Professor and Senior
Moragn 349 Associate Dean at Harvard
Boston, MA 02163 Business School, Boston
Dr. Hans-Jorg Held Switzerland Since 1988: Secretary of
c/o Ciba-Geigy Limited the Committee of the Board
CH-4002 Basel of Directors. Head Central
SWITZERLAND Secretariat
Heini Lippuner Switzerland 1986: Member of the
Chairman and Chief Executive Committee
Operating Officer
c/o Ciba-Geigy Limited 1987: Chairman
(Page 11 of 23 Pages)
<PAGE>
Dr. Jacques Pierre Barman Switzerland 1988: Responsible for the
c/o Ciba-Geigy Limited Textile Dyes, Chemicals,
CH-4002 Basel Additives and Pigment
SWITZERLAND Divisions
Pierre E. Doucze France 1991: Responsible for the
c/o Ciba-Geigy Limited Pharma, Self-Medication and
CH-4002 Basel Diagnostics Divisions, and
SWITZERLAND worldwide Head of the Pharma
Division
Dr. Hans Kindler Switzerland 1990: Responsible for
c/o Ciba-Geigy Limited Personnel, Production and
CH-4002 Basel Technology and Safety and
SWITZERLAND Environmental Protection
Dr. Francois L'Eplattenier Switzerland 1988: Responsible for
c/o Ciba-Geigy Limited Research and Development
CH-4002 Basel
SWITZERLAND
Dr. Rolf A. Meyer Switzerland 1992: Chief Financial
c/o Ciba-Geigy Limited Officer
CH-4002 Basel
SWITZERLAND
Dr. Wolfgang Samo Switzerland 1993: Responsible for the
c/o Ciba-Geigy Limited Plant Protection, Animal
CH-4002 Basel Health and Seeds Divisions,
SWITZERLAND and worldwide Head of the
Plant Protection Division
Dr. Herman Vodicka Austria 1993: Responsible for the
c/o Ciba-Geigy Limited Polymers, Composites,
CH-4002 Basel Metter-Toledo and Ciba-
SWITZERLAND Vision Divisions, and
worldwide Head of the
Polymers Division
Dr. Hans-Jorg Held Switzerland 1987: Head Central
Secretary (not member) Secretariat
(Page 12 of 23 Pages)
<PAGE>
SCHEDULE II
On February 28, 1992, CIBA GEIGY Corporation ("CGC") and two
employees from its Toms River plant pleaded guilty in Superior Court, Law
Division, Mercer County, New Jersey to one count of unintentional illegal
disposal of pollutants in a double-lined landfill. Judgment of conviction
was entered on March 23, 1992. As part of the settlement agreement, CGC
paid a criminal fine of $3.5 million, civil penalties of $5.5 million and
administrative costs of $2.35 million. At the same time, it made a
contribution to the State of New Jersey of $2.5 million for environmental
purposes.
On August 14, 1992, CGC pleaded no contest in Louisiana State
Court, 18th Judicial District, to fifteen misdemeanor counts arising from
falsification of certain back-up quality control data relating to water
discharge permits at its St. Gabriel plant and paid a $250,000 fine. At the
same time, it made two contributions of $50,000 each to the Sheriff's
offices of Iberville Parish and West Baton Rouge Parish.
In 1992, CGC pleaded guilty to an Environmental Control Complaint
and Summons resulting from an odor emission at its Newport, Delaware plant
site. The matter was under the
(Page 13 of 23 Pages)
<PAGE>
jurisdiction of the Delaware Justice of the Peace Court, Newport,
Delaware. A fine of $598.50 was paid.
(Page 14 of 23 Pages)
<PAGE>
SCHEDULE 5
STOCK SUBSCRIPTION AND PURCHASE AGREEMENT
19th April, 1995
The Board of Directors of
Oncogene Science, Inc.
Dear Sirs:
The undersigned, Ciba-Geigy Limited ("the Purchaser") hereby
subscribes for and purchases 909,091 shares ("the Shares") of Common
Stock, $.01 par value per share, of Oncogene Science, Inc., a Delaware
corporation ("the Company"), for a total consideration of U.S.
$5,000,000.50 in cash, such consideration to be paid and the Shares to
be issued to the Purchaser within 10 business days of the date hereof.
Certain of the capitalised terms used herein are defined in
the Collaborative Agreement between the Purchaser and the Company
dated as of the 19th April, 1995.
The Purchaser hereby agrees, represents and warrants to the
Company that:
(1) The Purchaser is acquiring the Shares for its own
account (and not for the account of others) for investment and not
with a view to the distribution or resale thereof;
(2) By virtue of its position, the Purchaser has access to
the same kind of information which would be available in a
registration statement filed under the Securities Act of 1933;
(3) The Purchaser is a sophisticated investor;
(4) The Purchaser shall have the registration rights set
forth in the Registration Rights Agreement between the Purchaser and
the Company dated as of the 19th April, 1995. The Purchaser agrees
that if any of the Shares are sold prior to the 19th April, 1999
without the written consent of the Company, the option set forth in
Section 5.8 of the Collaborative Agreement to include all other
indications for the Compound in the Licensed Indications shall lapse.
If at the time of the sale of the Shares such option has already been
exercised, then such other indications shall thereupon be removed from
the Licensed Indications.
(Page 15 of 23 Pages)
<PAGE>
(5) The Purchaser understands that it may not sell or
otherwise dispose of such shares in the absence of either a
registration statement under the Securities Act of 1933 or an
exemption from the registration provisions of the Securities Act of
1933; and
(6) The certificates representing the Shares may contain a
legend to the effect of (5) above, and the Company may place
stop-transfer orders with the transfer agent of the Company's
securities with respect to the Shares in the event of any sale or
disposal, or purported sale or disposal, of the Shares contrary to (5)
above.
This Stock Subscription and Purchase Agreement shall be
binding upon the successors and assigns of the undersigned, and may
not be amended or modified except by any agreement in writing signed by
the parties hereto. This Stock Subscription and Purchase Agreement
shall be governed by the laws of the State of New York, without regard
to principles of conflicts of laws.
Yours faithfully,
CIBA-GEIGY Limited
M. Sundman R. E. Walker
Head of Business Division Counsel
Development
Accepted:
ONCOGENE SCIENCE, INC.
By:
--------------------
Name:
Title:
(Page 16 of 23 Pages)
<PAGE>
REGISTRATION RIGHTS AGREEMENT
Agreement dated as of April , 1995, between CIBA-GEIGY
LIMITED of Klybeckstrasse 141,4002 Basel Switzerland (the "Holder")
and ONCOGENE SCIENCE, INC. of 106 Charles Lindbergh Boulevard,
Uniondale, New York 11553-3649, USA (the "Company").
WHEREAS, Holder is a holder of the common stock,
par value $.01 per share, of the Company ("Common Stock");
WHEREAS, Holder desires to have certain registration rights
under the securities laws, and the Company desires that Holder have
such registration rights;
NOW, THEREFORE, in consideration of the mutual agreements
contained herein and other good and valuable consideration, the
parties hereby agree as follows:
1. At such time as the Company shall determine to file any
registration statement, or any post-effective amendment to a
registration statement, under the Securities Act of 1933 (the "Act"),
covering equity securities of the Company (other than registration
statements on Form S-8 or S-4 or any other form not generally
available for the registration of securities for sale to the public)
for its own account or for the account of others, the Company shall
advise Holder, by written notice at least 14 business days prior to
any filing, and shall, upon the request of the Holder, and at the
expense of the Company, include in any such registration statement, or
any such post-effective amendment to a registration statement, all of
the Registrable Securities (as hereinafter defined) that Holder has
requested in writing to be registered, provided that
(Page 17 of 23 Pages)
<PAGE>
such written request is delivered to the Company within 10 business
days of the Holder's receipt of notice from the Company. As used in
this Agreement, Registrable Securities shall mean (i) the Common Stock
purchased or owned by the Holder, and (ii) any Common Stock of the
Company issued as (or issuable upon the conversion or exercise of any
convertible security, options, warrant right or other security which
is issued as) a dividend or other distribution with respect to, or in
exchange for or in replacement of such Common Stock. All costs and
expenses of such registration statement shall be borne by the Company,
except underwriting discounts or commissions applicable to any of the
Registrable Securities sold by the Holder. The Company shall not be
required to register securities of the Holder on more than two
occasions; provided that if the Holder has been prevented from selling
all of the Common Stock it wished to sell because of limitations
imposed under paragraph (c) of this Section 1, then the Holder shall
be entitled to include such Common Stock in one or more additional
registration statements under the terms of this Section 1 until the
Holder has been able to sell all of the Common Stock it wished to
sell.
(a) The Company shall supply prospectuses and such
other documents as Holder may reasonably request in order to
facilitate the public sale or other disposition of the Registrable
Securities, use its best efforts to register and qualify any of the
Registrable Securities for sale in such reasonable number of states as
Holder designates and do any and all other acts and things which may
be necessary or desirable to enable Holder to consummate the public
sale or other disposition of the Registrable Securities subject to the
rights of others with similar rights. The Company agrees to maintain
such registration statement or post-effective amendment with respect
to the Registrable Securities current under the Act as to the
Registrable Securities
(Page 18 of 23 Pages)
<PAGE>
for a period of at least six months, and an additional three months
upon written request of Holder.
(b) The Company shall also furnish indemnification in
the manner provided in Section 2 hereof, except that the maximum
amount of such indemnification shall be limited to the net amount of
proceeds received by Holder from the sale of the Registrable
Securities. Holder shall furnish information and indemnification as
set forth in Section 2 hereof, except that the maximum amount which
may be recovered from Holder shall be limited to the net amount of
proceeds received by Holder from the sale of the Registrable
Securities.
(c) In connection with any offering involving an
underwriting of shares of the Company's Common Stock, the Company
shall not be required under Section 1 hereof to include any of the
Holder's securities in such underwriting unless they accept the terms
of the underwriting as agreed upon between the Company and the
underwriters selected by it (or by other persons entitled to select
the underwriters), and then only in such quantity as the underwriters
determine in their sole discretion will not jeopardize the success of
the offering by the Company. If the total amount of securities,
including Registrable Securities, requested by stockholders to be
included in such offering exceeds the amount of securities sold other
than by the Company that the underwriters determine in their sole
discretion is compatible with the success of the offering, then the
Company shall be required to include in the offering only that number
of such securities, including Registrable Securities, which the
underwriters determine in their sole discretion will not jeopardize
the success of the offering (the securities so included to be
apportioned pro
(Page 19 of 23 Pages)
<PAGE>
rata, subject to prior existing rights, among the selling stockholders
according to the total amount of securities entitled to be included
therein owned by each selling stockholder or in such other proportions
as shall mutually be agreed to by such selling stockholders).
2. (a) Whenever pursuant to Section 1, a registration
statement relating to any of the Registrable Securities is filed under
the Act, amended or supplemented, the Company shall, to the extent
permitted by law, indemnify and hold harmless Holder, and each person,
if any, who controls (within the meaning of the Act) Holder, and each
underwriter (within the meaning of the Act) of such securities and
each person, if any, who controls (within the meaning of the Act) any
such underwriter, against such losses, claims, damages, liabilities or
actions, joint or several, to which Holder, any such controlling
person or any such underwriter may become subject, under the Act or
otherwise, insofar as such losses, claims, damages, liabilities or
actions in respect thereof, arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained
in any such registration statement or any preliminary prospectus or
final prospectus constituting a part thereof or any amendment or
supplement thereto, or arise out of or are based upon the omission to
state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and shall
reimburse Holder and each such controlling person and underwriter for
any legal or other expenses reasonably incurred by Holder or such
controlling person or underwriter in connection with investigating or
defending any such losses, claims, damages, liabilities or actions;
provided, however, that the Company will not be liable in any such
case to the extent that any such losses, claims, damages, liabilities
or actions arise out of or are based upon an untrue statement or
alleged untrue statement
(Page 20 of 23 Pages)
<PAGE>
or omission or alleged omission made in said registration statement,
said preliminary prospectus, said final prospectus or said amendment
or supplement in reliance upon and in conformity with written
information furnished by Holder or any other underwriter, for use in
the preparation thereof.
(b) Holder shall indemnify and hold harmless the Company,
each of its directors, each of its officers and each person, if any,
who controls the Company within the meaning of the Act against any
losses, claims, damages, liabilities or actions, to which the Company
or any such director, officer or controlling person may become
subject, under the Act or otherwise, insofar as such losses, claims,
damages, liabilities or actions arise out of or are based upon any
untrue or alleged untrue statement of any preliminary prospectus, said
final prospectus, or said amendment or supplement, or arise out of or
are based upon the omission or the alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statement therein not misleading in each case to the extent, but only
to the extent, that such untrue statement or alleged untrue statement
or omission or alleged omission was made in said registration
statement, said preliminary prospectus, said final prospectus or said
amendment or supplement in reliance upon and in conformity with
written information furnished by Holder for use in the preparation
thereof; and shall reimburse the Company or any such director, officer
or controlling person for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any
such losses, claims, damages, liabilities or actions.
(c) Promptly after receipt by an indemnified party under
this Section 2 of notice of the commencement of any action, such
indemnified
(Page 21 of 23 Pages)
<PAGE>
party shall, if a claim in respect thereof is to be made against any
indemnifying party, give the indemnifying party notice of the
commencement thereof; but the omission to so notify the indemnifying
party shall not relieve it from any liability which it may have to an
indemnified party otherwise than under this Section 2.
(d) In case any such action is brought against any
indemnified party, and it notifies an indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to
participate in, and, to the extent that it may wish, jointly with any
other indemnifying party similarly notified, to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified
party, and after notice from the indemnifying party to such
indemnified party, the indemnifying party shall not be liable to such
indemnified party under this Section 2 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the
defense thereof, other than reasonable costs of investigation.
(e) To the extent any indemnification by an indemnifying
party is prohibited or limited by law, the indemnifying party agrees
to make the maximum contribution with respect to any amounts for which
it would otherwise be liable under this Section 2 to the extent
permitted by law, provided that (i) no contribution shall be made
under circumstances where the indemnifying party would not have been
liable for indemnification under the fault standards set forth in this
Section 2, (ii) no seller of Registrable Securities guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any seller of
Registrable Securities who was not guilty of such fraudulent
misrepresentation and (iii) contribution by
(Page 22 of 23 Pages)
<PAGE>
Holder shall be limited in amount to the net amount of proceeds
received by him from the sale of the Registrable Securities.
3. The provisions of Section 12 of the Agreement between the
Company and the Holder dated the date hereof shall be applicable to
this Agreement as if fully set forth herein.
IN WITNESS WHEREOF, the parties hereto have duly executed
this Agreement as of the date first above written.
ONCOGENE SCIENCE, INC.,
By:
----------------------------
Title:
--------------------------------
CIBA-GEIGY LIMITED
By: /s/ M. Sundman
----------------------------------
Title: Head, Business Development
By: /s/ R. F. Walker
----------------------------------
Title: Division Counsel
(Page 23 of 23 Pages)
