SYNERGEN INC, SC 14D9, 1994-11-23

SYNERGEN INC
SC 14D9, 1994-11-23
PHARMACEUTICAL PREPARATIONS

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

SYNERGEN, INC.
(NAME OF SUBJECT COMPANY)

SYNERGEN, INC.
(NAME OF PERSON(S) FILING STATEMENT)

COMMON STOCK, PAR VALUE $.01 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
(TITLE OF CLASS OF SECURITIES)

871594107
(CUSIP NUMBER OF CLASS OF SECURITIES)

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GREGORY B. ABBOTT
PRESIDENT AND CHIEF EXECUTIVE OFFICER
SYNERGEN, INC.
1885 33RD STREET
BOULDER, COLORADO 80301
(303) 938-6200
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICE AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)

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COPIES TO:

LARRY W. SONSINI, ESQ. GEORGE A. VANDEMAN, ESQ.
AARON J. ALTER, ESQ. LATHAM & WATKINS
WILSON, SONSINI, GOODRICH & ROSATI 633 WEST FIFTH STREET, SUITE 4400
650 PAGE MILL ROAD LOS ANGELES, CALIFORNIA 90071-2007
PALO ALTO, CALIFORNIA 94304-1050 (213) 485-1234
(415) 493-9300

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ITEM 1. SECURITY AND SUBJECT COMPANY

The name of the subject company is Synergen, Inc., a Delaware corporation
(the "Company"), and the address of the principal executive offices of the
Company is 1885 33rd Street, Boulder, Colorado 80301. The title and the class of
equity securities to which this statement relates is the Common Stock of the
Company, $.01 par value per share (the "Shares"), including associated rights to
purchase units of Series A Junior Participating Preferred Stock, par value $.01
per share, of the Company (the "Rights") issued pursuant to the Rights Agreement
dated as of October 24, 1991 (the "Rights Agreement"), between the Company and
Chemical Trust Company of California, as Rights Agent. Unless the context
indicates otherwise, all references herein to the Shares shall include the
associated Rights.

ITEM 2. TENDER OFFER OF THE BIDDER

This statement relates to the tender offer (the "Offer") disclosed in a
Tender Offer Statement on Schedule 14D-1, dated November 23, 1994 (the "Schedule
14D-1"), of Amgen Acquisition Subsidiary, Inc. ("Purchaser"), a Delaware
corporation and wholly owned subsidiary of Amgen Inc., a Delaware corporation
("Parent"), to purchase all of the outstanding Shares at a price of $9.25 per
Share, net to the seller in cash without interest, subject to certain conditions
set forth therein. The Offer is being made by Purchaser pursuant to the
Agreement and Plan of Merger, dated as of November 17, 1994 (the "Merger
Agreement"), among the Company, Parent and Purchaser, a copy of which is filed
as Exhibit 2.1 to this statement and is incorporated herein by reference.
Subject to certain terms and conditions of the Merger Agreement, Purchaser will
be merged with and into the Company (the "Merger") as soon as practicable after
the expiration of the Offer. The Schedule 14D-1 states that the address of the
principal executive offices of Parent and Purchaser is Amgen Center, 1840
DeHavilland Drive, Thousand Oaks, California 91320-1789. A copy of the press
release issued by the Company and Parent on November 18, 1994, is filed as
Exhibit 99.1 to this statement and is incorporated herein by reference.

ITEM 3. IDENTITY AND BACKGROUND

(a) The name and business address of the Company, which is the entity
filing this statement, are set forth in Item 1 above.

(b) Certain contracts, agreements, arrangements and understandings between
the Company and certain of its directors, executive officers and affiliates,
including a description of the Company's employment and severance arrangements
with its executive officers, are described in the Company's Information
Statement in sections entitled "BOARD OF DIRECTORS -- Director Compensation" and
"CERTAIN RELATIONSHIPS, TRANSACTIONS AND ARRANGEMENTS" and "EXECUTIVE OFFICER
COMPENSATION." The Information Statement is attached hereto as Annex A, filed as
Exhibit 20.1 to this statement and incorporated herein by reference. In
addition, certain contracts, agreements, arrangements and understandings
relating to the Company and/or the Company's directors, executive officers and
affiliates are contained in the Merger Agreement, and are described below under
"Merger Agreement" and "Additional Agreements, Arrangements and Understandings."

MERGER AGREEMENT

The following summary of the Merger Agreement is qualified in its entirety
by reference to the complete text of the Merger Agreement, which is attached
hereto as Exhibit 2.1 and incorporated herein by reference. Capitalized terms
used herein and not otherwise defined shall have the meanings ascribed to them
in the Merger Agreement.

The Offer. The Merger Agreement provides that the obligations of Purchaser
to consummate the Offer and to accept for payment and pay for any of the Shares
tendered will be subject to certain conditions, including there being validly
tendered a number of Shares which constitutes at least a majority of the Shares
then outstanding on a fully diluted basis (the "Minimum Condition"), which are
described below under "Certain Conditions of the Offer." The Offer will remain
open for a minimum of 20 business days after commencement of the Offer, unless
Purchaser extends the Offer as permitted by the Merger Agreement.

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Pursuant to the Merger Agreement, Purchaser reserves the right to waive any
conditions to the Offer, other than the Minimum Condition, to increase the price
per Share payable in the Offer or to make any other changes in the terms and
conditions of the Offer; provided, however, that no such change may be made
which decreases the price per Share, changes the form of consideration payable
in the Offer, reduces the maximum number of Shares to be purchased in the Offer,
imposes conditions to the Offer in addition to those described below under
"Certain Conditions of the Offer" or amends any other material term of the Offer
in a manner materially adverse to the Company's stockholders without the
Company's prior written consent; provided further, however, that notwithstanding
the foregoing, Purchaser may waive the Minimum Condition if Purchaser, after
consultation with the Company, upon consummation of the Offer, accepts for
payment and pays for a majority of the Shares outstanding at the time of such
consummation.

The Merger Agreement further provides that the Offer may not, without the
Company's prior written consent, be extended, except as necessary to provide
time to satisfy the conditions described below under "Certain Conditions of the
Offer"; provided, however, that Purchaser may extend (and re-extend) the Offer
for up to a total of 10 business days, if as of the initial Expiration Date
there will not have been validly tendered and not withdrawn at least 90% of the
outstanding Shares so that the Merger can be effected without a meeting of the
Company's stockholders in accordance with the Delaware General Corporation Law.
Purchaser has agreed that if all conditions described below under "Certain
Conditions of the Offer" are satisfied on the initial Expiration Date, other
than the Minimum Condition or the condition described in paragraph (b) under
"Certain Conditions of the Offer" below, Purchaser will extend (and re-extend)
the Offer for up to a maximum of 20 business days to provide time to satisfy
either such condition, so long as all other conditions remain satisfied.

Board of Directors. The Merger Agreement provides that promptly upon the
acceptance for payment of and payment by Purchaser for such number of Shares
which satisfies the Minimum Condition, Parent will be entitled to designate a
majority of the members of the Board of Directors of the Company (the "Board").
The directors of Purchaser immediately prior to the consummation of the Merger
will be the initial directors of the Surviving Corporation.

The Merger. The Merger Agreement provides that upon the consummation of the
Merger (the "Effective Time") the Company will be merged with Purchaser, and
each then outstanding Share (other than Shares held by Parent, Purchaser, the
Company or any of their respective subsidiaries (which Shares shall be
canceled), or by holders who properly exercise and perfect stockholder appraisal
rights under the Delaware General Corporation Law) will be converted into the
right to receive in cash, without interest, the highest price per Share paid
pursuant to the Offer.

Pursuant to the Merger Agreement, following the purchase of Shares pursuant
to the Offer, the approval (if required) of the Merger Agreement by the
stockholders of the Company and the satisfaction or waiver of the other
conditions to the Merger, Purchaser will be merged into the Company, the
separate existence of Purchaser will cease and the Company will continue, under
its name, as the Surviving Corporation. The Merger Agreement also provides that
Parent may elect to structure the Merger so that the Company will be merged into
Purchaser, and Purchaser will continue as the Surviving Corporation.

The Merger Agreement provides that all notes and other debt instruments of
the Company that are outstanding at the Effective Time will continue to be
outstanding subsequent to the Effective Time as debt instruments of the
Surviving Corporation, if permitted by their respective terms and provisions.

Pursuant to the Merger Agreement, as promptly as practicable after the
Effective Time, each holder of a then outstanding employee or director stock
option (an "Option") to purchase Shares granted under any employee or director
plan of the Company prior to November 17, 1994 (other than Options held by any
director or executive officer of the Company that were granted (or deemed
granted) at any time on or after the date that is six months prior to the
Effective Time (the "Recent Insider Options")) will be entitled (whether or not
such Option is then exercisable) to receive in consideration of cancellation of
such Option (and any outstanding stock appreciation right related thereto) a
cash payment from the Company in an amount equal to the difference between $9.25
in cash, or any higher amount per Share as is paid pursuant to the Offer (the
"Merger Consideration"), and the per Share exercise price of such Option,
multiplied by the number of

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Shares covered by such Option. The Recent Insider Options will remain
outstanding in accordance with their terms and will not be affected in any way
by the consummation of the Merger.

The Merger Agreement further provides that each outstanding warrant of the
Company will be unaffected by the Merger, except as otherwise provided in the
relevant warrant agreements. In general, such agreements provide that, in
connection with the transactions contemplated by the Offer, each outstanding
warrant shall represent the right to receive only the per Share Merger
Consideration upon payment by the holder thereof of the per Share exercise price
provided in each such outstanding warrant.

Certain Conditions to the Obligations of Each Party to Effect the
Merger. The Merger Agreement provides that the respective obligations of each
party to effect the Merger will be subject to the fulfillment at or prior to the
Effective Time of the following conditions: (i) if required by the Delaware
General Corporation Law, the Merger Agreement and the Merger will have been
approved and adopted by the requisite vote or consent of the stockholders of the
Company, (ii) Shares will have been purchased pursuant to the Offer and (iii) no
preliminary or permanent injunction or other order, decree or ruling issued by a
court of competent jurisdiction or by a governmental, regulatory or
administrative agency or commission, nor any statute, rule, regulation or
executive order promulgated or enacted by any governmental authority will be in
effect, which would make the acquisition or holding by Parent, its subsidiaries
or affiliates of the shares of Common Stock of the Surviving Corporation illegal
or otherwise prevent the consummation of the Merger; provided, however, that the
parties will have used all reasonable efforts to prevent such event.

Representations and Warranties. The Merger Agreement contains various
customary representations and warranties of the parties thereto, including
representations and warranties by the Company as to financial statements, public
filings, undisclosed liabilities, litigation, taxes, real property, employee
benefit plans, environmental matters, labor matters and intellectual property.

Covenants. The Merger Agreement provides that, unless otherwise consented
to by Parent or unless the failure to comply with any of the following covenants
results from actions by the Board that are approved by a majority of the
directors appointed by Purchaser, between November 17, 1994 and the Effective
Time, the Company and its subsidiaries will conduct business only in the
ordinary course and consistent with past practices. The Merger Agreement further
provides that the Company (i) will use its reasonable efforts to maintain and
preserve its business organization, assets, employees, United States Food and
Drug Administration ("FDA") and equivalent regulatory agency licenses and
approvals, and United States Patent and Trademark Office and equivalent agency
filings and advantageous business relationships, (ii) will not (A) issue, sell,
pledge, transfer, dispose of or encumber, or authorize, propose or agree to the
issuance, sale, pledge, transfer, disposition or encumbrance of, any shares of,
or any options, warrants or rights of any kind to acquire any shares of, or any
securities convertible into or exchangeable for any shares of, capital stock of
any class of the Company or any of its subsidiaries, other than Shares issuable
upon exercise of Options or warrants outstanding prior to November 17, 1994 and,
consistent with past practices, in accordance with the terms of applicable
agreements and employee plans or (B) authorize, recommend or propose any change
in its capitalization, (iii) will not (A) except in the ordinary course of
business and consistent with past practices, sell, pledge, transfer, assign,
license, dispose of, encumber or lease any assets of the Company or of any of
its subsidiaries or (B) whether or not in the ordinary course of business, sell,
pledge, transfer, assign, license, dispose of, encumber or lease any material
assets of the Company and its subsidiaries, (iv) will not (A) split, combine or
reclassify any shares of its capital stock or declare, set aside or pay any
dividend or distribution, payable in cash, stock, property or otherwise with
respect to any of its capital stock, other than dividends and distributions by a
subsidiary of the Company to the Company or to a subsidiary all of the capital
stock of which is owned directly or indirectly by the Company or (B) redeem,
purchase or otherwise acquire or offer to redeem, purchase or otherwise acquire
any of its capital stock, (v) will not, except in the ordinary course of
business and consistent with past practices, acquire (by merger, consolidation
or acquisition of stock or assets) any corporation, partnership or other
business organization or division thereof or make any investment either by
purchase of stock or securities, contributions to capital (other than to
subsidiaries), property transfer or purchase of any amount of property or
assets, in any other individual or entity, (vi) will not incur any indebtedness
for borrowed money or issue any debt securities or assume, guarantee, endorse or
otherwise as an accommodation become responsible for, the obligations of any
other individual or entity, or make any material

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loans or advances, (vii) will not take any action with respect to the grant of
any severance or termination pay (other than pursuant to policies or agreements
of the Company or any of its subsidiaries in effect on or prior to the date
hereof) or with respect to any increase of benefits payable under its severance
or termination pay policies or agreements in effect prior to November 17, 1994,
(viii) will not (except for annual salary increases not to exceed 5% adopted in
the ordinary course of business) adopt or amend any bonus, profit sharing,
compensation, stock option, pension, retirement, deferred compensation,
employment or other employee benefit plan, agreement, trust, fund or other
arrangement for the benefit or welfare of any employee or increase in any manner
the compensation or fringe benefits of any employee or pay any benefit not
required by any existing plan, arrangement or agreement, (ix) will not make any
tax election or settle or compromise any material federal, state, local or
foreign income tax liability and (x) will deliver to Parent all of the Company's
monthly and quarterly, if any, financial statements for periods and dates
subsequent to September 30, 1994 as soon as practicable after the same are
available to the Company.

Proxy Statement; Stockholders Meeting. The Merger Agreement provides that,
if a meeting (or written consent) of the Company's stockholders is required by
the Delaware General Corporation Law to approve the Merger Agreement and the
Merger, then promptly after consummation of the Offer, the Company will prepare
and will file with the Securities and Exchange Commission (the "Commission") as
promptly as practicable a preliminary proxy statement, together with a form of
proxy, with respect to the meeting (or written consent) of the Company's
stockholders at which the stockholders of the Company will be asked to vote upon
and approve the Merger Agreement and the Merger. As promptly as practicable
after such filing, subject to compliance with the rules and regulations of the
Commission, the Company will prepare and file a definitive Proxy Statement and
form of proxy with respect to such meeting (or written consent) (the "Proxy
Statement") and will use all reasonable efforts to have the Proxy Statement
cleared by the Commission as promptly as practicable, and promptly thereafter
will mail the Proxy Statement to stockholders of the Company. In lieu of a
stockholders meeting, the Company could seek stockholder approval of the Merger
Agreement and the Merger by written consent.

Pursuant to the Merger Agreement, if a meeting of the Company's
stockholders is required by the Delaware General Corporation Law to approve the
Merger Agreement and the Merger, then as promptly as practicable after
consummation of the Offer, the Company will take all action necessary, in
accordance with the Delaware General Corporation Law and its Certificate of
Incorporation and Bylaws, to convene a meeting (or obtain the written consents)
of its stockholders (the "Special Meeting") to consider and vote upon the Merger
Agreement and the Merger. The Merger Agreement further provides that the
affirmative vote of stockholders required for approval of the Merger Agreement
and Merger will be no greater than a majority. It also provides that, subject to
the fiduciary duties of the Board under the Delaware General Corporation Law,
the Proxy Statement will contain the recommendation of the Board that the
stockholders of the Company vote to adopt and approve the Merger Agreement and
the Merger and the Company will use its reasonable efforts to solicit from
stockholders of the Company proxies in favor of such adoption and approval (and
Purchaser will vote all Shares purchased by it in favor of such adoption and
approval) and to take all other action necessary or, in the reasonable judgment
of Parent, helpful to secure the vote or consent of stockholders required by the
Delaware General Corporation Law to effect the Merger.

Stock Options. The Merger Agreement provides that the Company will take
such action as may be permitted under its employee plans to effect the
cancellations described under "Merger" above and will comply with all
requirements regarding income tax withholding in connection therewith. In
addition, but subject to the terms of the employee plans and applicable law, the
Company will take all steps necessary to cause its employee plans to be
terminated on or prior to the Effective Time, and to satisfy Parent that no
holder of Options or participant in any employee plans will have any right to
acquire any interest in the Company or Parent as a result of the exercise of
Options or other rights pursuant to such employee plans on or after the
Effective Time.

Solicitations of Transactions. The Merger Agreement provides that the
Company will not, and will use its reasonable efforts to cause its officers,
directors and agents not to, solicit, initiate or deliberately encourage
submission of, or participate in discussions concerning, or supply any
information in response to, proposals or offers from any person relating to any
acquisition or purchase of all or (other than in the ordinary course of

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business) a material amount of the assets of, or any equity interest in, the
Company or any merger, consolidation or business combination with the Company
(an "Acquisition Proposal"). The Company has agreed to promptly notify Parent if
any such proposal or offer, or any inquiry or contact with any person with
respect thereto, is made.

Pursuant to the Merger Agreement, however, to the extent required by the
fiduciary obligations of the Board, as advised by its counsel, the Company may,
in response to a request or inquiry that could reasonably be expected to result
in an Acquisition Proposal, which request or inquiry was unsolicited after
November 17, 1994, participate in discussions or negotiations with, or furnish
information with respect to the Company pursuant to a confidentiality agreement
substantially similar to the confidentiality agreement in effect with Parent, to
any person. In addition, following the receipt of an Acquisition Proposal, which
the Board determines in good faith, based upon the advice of its outside
financial advisors, to be more favorable to the Company's stockholders than the
Offer and the Merger (a "Superior Proposal"), the Company may, subject to the
Termination Fee (as described below), terminate the Merger Agreement and accept
such Superior Proposal, and the Board may approve or recommend (and, in
connection therewith, withdraw or modify the approval or recommendation of the
Offer, the Merger Agreement or the Merger) such Superior Proposal.

Indemnification. The Merger Agreement provides that the Company will, to
the fullest extent permitted under applicable laws, indemnify and hold harmless,
and, after the Effective Time, Parent and the Surviving Corporation will, to the
fullest extent permitted under applicable laws, indemnify and hold harmless,
each present and former director and officer of the Company (the "Indemnified
Parties") against any losses, claims, damages, liabilities, costs, expenses,
judgments and amounts paid in settlement in connection with any claim, action,
suit, proceeding or investigation arising out of or pertaining to any action or
omission by such director or officer prior to the Effective Time in his/her
capacity as such (including, without limitation, any claims, actions, suits,
proceedings or investigations which arise out of or relate to the transactions
contemplated by the Merger Agreement); provided, however, that neither the
Company, Parent nor the Surviving Corporation will have any obligation under the
Merger Agreement to indemnify any Indemnified Party against any losses, claims,
damages, liabilities, costs, expenses, judgments or amounts to the extent the
same is found to have resulted from such Indemnified Person's own gross
negligence or willful misconduct.

In the event any such claim, action, suit, proceeding or investigation is
brought against any Indemnified Party (whether arising before or after the
Effective Time), (a) the Indemnified Parties may retain counsel satisfactory to
them and the Company (or them and the Surviving Corporation and Parent after the
Effective Time), (b) the Company (or after the Effective Time, the Surviving
Corporation and Parent) will pay all fees and expenses of such counsel for the
Indemnified Parties promptly as statements therefor are received, and (c) the
Company (or after the Effective Time, the Surviving Corporation and Parent) will
use their respective reasonable efforts to assist in the vigorous defense of any
such matter, provided, that neither the Company, the Surviving Corporation nor
Parent will be liable for any such settlement effected without their written
consent, which consent, however, will not be unreasonably withheld. Any
Indemnified Party wishing to claim indemnification under the Merger Agreement,
upon learning of any such claim, action, suit, proceeding or investigation, will
notify the Company, the Surviving Corporation or Parent thereof and will deliver
to the Company or the Surviving Corporation an undertaking to repay any amounts
advanced pursuant hereto when and if a court of competent jurisdiction will
ultimately determine, after exhaustion of all avenues of appeal, that such
Indemnified Party was not entitled to indemnification under this Section. The
Indemnified Parties as a group may retain only one law firm in each jurisdiction
to represent them with respect to any such matter unless there is, under
applicable standards of professional conduct as determined by such counsel, a
conflict on any significant issue between the positions of any two or more
Indemnified Parties. In addition to the indemnification provided under the
Merger Agreement, the Indemnified Parties shall retain all right to
indemnification under existing indemnification agreements or charter or Bylaw
provisions of the Company existing on November 17, 1994.

Severance. The Merger Agreement further provides that, if at any time
during the one-year period following November 17, 1994, the Company effects any
reduction in employment of any employee who as of the Effective Time had been an
employee of the Company, the Company will, except as otherwise required

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pursuant to applicable severance agreements, substantially comply with certain
specified termination policies and procedures of the Company in effect on
November 17, 1994.

Termination; Fees and Expenses. The Merger Agreement may be terminated at
any time prior to the Effective Time, whether prior to or after approval by the
stockholders of the Company, by mutual written consent of the Boards of
Directors of Purchaser and the Company.

The Merger Agreement may also be terminated at any time prior to the
Effective Time, whether prior to or after approval by the stockholders of the
Company, by the Company (i) if (A) Purchaser or any of its subsidiaries or
affiliates (1) terminates the Offer in accordance with its terms, or (2) fails
to purchase Shares pursuant to the Offer within 120 days after the commencement
of the Offer or (B) the Offer expires without any Shares having been purchased
and without Purchaser having an obligation to extend the Offer pursuant to the
Merger Agreement, except that in each case, the Company may not terminate the
Merger Agreement as described in this clause (i) if it fails to perform in any
material respect any of its material obligations under the Merger Agreement,
(ii) in the event the Company has complied in all material respects with its
obligations with respect to the Acquisition Proposals as described under
"Solicitations of Transactions" above and has determined to accept a Superior
Proposal; provided, however, if the Company elects to terminate the Merger
Agreement as described in this clause (ii), then the Company will promptly, but
in no event later than two days after such termination, pay Purchaser a fee of
$8,000,000 (which includes a non-accountable allowance for expenses and fees),
which amount will be payable in same day funds (the "Termination Fee"); provided
further, however, that no fee will be payable if either Parent or Purchaser is
in material breach of their obligations under the Merger Agreement, (iii) if the
Effective Time has not occurred on or before November 17, 1995 due to a failure
of any of the conditions to the obligations of the Company to effect the Merger
or (iv) if Purchaser breaches or fails to perform in all material respects any
of its material obligations or agreements under the Merger Agreement, or any of
Purchaser's material representations and warranties is, or becomes, inaccurate
or incomplete in any material respect.

The Merger Agreement may also be terminated at any time prior to the
Effective Time, whether prior to or after approval by the stockholders of the
Company, by Purchaser (i) if (A) Purchaser or any of its subsidiaries or
affiliates (1) terminates the Offer in accordance with its terms, or (2) fails
to purchase Shares pursuant to the Offer within 120 days after the commencement
of the Offer; or (B) the Offer expires without any Shares having been purchased
and without Purchaser having an obligation to extend the Offer pursuant to the
Merger Agreement, except that in each case, Purchaser may not terminate the
Merger Agreement as described in this clause (i) if it fails to perform in any
material respect any of its material obligations under the Merger Agreement,
(ii) in the event the Company has complied in all material respects with its
obligations with respect to any Acquisition Proposals as described under
"Solicitations of Transactions" above and has determined to accept a Superior
Proposal; provided, however, if Purchaser elects to terminate the Merger
Agreement as described in this clause (ii), then the Company will promptly, but
in no event later than two days after such termination, pay Purchaser the
Termination Fee; provided further, however, that no fee will be payable if
either Parent or Purchaser is in material breach of their obligations under the
Merger Agreement, (iii) if the Effective Time has not occurred on or before
November 17, 1995 due to a failure of any of the conditions to the obligations
of Purchaser to effect the Merger, (iv) if the Company withdraws or modifies in
a manner adverse to Purchaser its approval or recommendation of the Offer, the
Merger Agreement or the Merger, or the Board resolves to do any of the
foregoing, except that Purchaser may not terminate the Merger Agreement as
described in this clause (iv) if it fails to perform in any material respect any
of its obligations under the Merger Agreement; provided, however, if Purchaser
elects to terminate the Merger Agreement as described in this clause (iv), then
the Company will promptly, but in no event later than two days after such
termination, pay Purchaser the Termination Fee; provided further, however, that
no fee will be payable if either Parent or Purchaser is in material breach of
their obligations under the Merger Agreement or (v) if the Company breaches or
fails to perform in all material respects any of its obligations or agreements
under the Merger Agreement, or any of the representations and warranties of the
Company set forth in the Merger Agreement, the disclosure schedule or in any
written certificate or schedule delivered pursuant thereto is, or becomes,
inaccurate or incomplete in any respect, in each case, with such exceptions as
would not in the aggregate have a material adverse effect on the Company and its
subsidiaries taken as a whole; provided,

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however, if Purchaser elects to terminate the Merger Agreement as described in
this clause (v), then the Company will be obligated to pay Purchaser $8,000,000
as liquidated damages.

Certain Conditions of the Offer. Notwithstanding any other provisions of
the Offer, but subject to the terms of the Merger Agreement, and in addition to
the Minimum Condition, Purchaser shall not be required to accept for payment or
pay for, or may delay the acceptance for payment of or payment for, tendered
Shares, or may, in the sole discretion of Purchaser, terminate the Offer as to
any Shares not then accepted for payment or paid for, if any of the following
events shall occur, which, in the reasonable judgment of Purchaser with respect
to each and every matter referred to below and regardless of the circumstances
giving rise to any of the following events, makes it inadvisable to proceed with
the Offer, the acceptance for payment or payment for the Shares or the Merger:

(a) The affirmative vote of the holders of more than a majority of the
outstanding Shares is required to consummate the Merger or Purchaser is not
entitled to vote its Shares for the Merger, or the affirmative vote of the
holders of any securities of the Company other than the Shares is required
to consummate the Merger;

(b) Any waiting period (and any extension thereof) applicable to the
consummation of the transactions contemplated by the Merger Agreement under
the HSR Act shall not have expired or been terminated;

(c) The Company shall not have obtained such licenses, permits,
consents, approvals, authorizations, qualifications and orders of
governmental authorities and parties to contracts with the Company and its
subsidiaries as are necessary for consummation of the Merger (excluding
licenses, permits, consents, approvals, authorizations, qualifications or
orders, the failure of which to obtain would not in the aggregate have a
material adverse effect on the Company and its subsidiaries taken as a
whole);

(d) The Company shall have withdrawn or modified in a manner adverse
to Purchaser its approval or recommendation of the Offer, the Merger
Agreement or the Merger, or the Board shall have resolved to do any of the
foregoing, except in the case that Purchaser or Parent shall have failed to
perform in any material respect any of their respective material
obligations under the Merger Agreement;

(e) There shall be instituted or pending any action or proceeding
which has a reasonable probability of success before any domestic or
foreign court, legislative body or governmental agency or other regulatory
or administrative agency or commission (i) challenging the acquisition in
whole or in part of the Shares, seeking to restrain or prohibit the making
or consummation of the Offer or seeking to obtain any material damages or
otherwise directly or indirectly relating to the transaction contemplated
by the Offer, (ii) seeking to prohibit or restrict the ownership or
operation by Parent or Purchaser (or any of their respective affiliates or
subsidiaries) of any material portion of its or the Company's business or
assets, or to compel Parent or Purchaser (or any of their respective
affiliates or subsidiaries) to dispose of or hold separate all or any
material portion of the Company's business or assets as a result of the
Offer, (iii) making the purchase of, or payment for, some or all of the
Shares illegal, (iv) resulting in a delay in the ability of Purchaser to
accept for payment or pay for some or all of the Shares, (v) imposing
material limitations on the ability of Purchaser effectively to acquire or
to hold or to exercise full rights of ownership of the Shares, including,
without limitation, the right to vote the Shares purchased by Purchaser on
all matters properly presented to the stockholders of the Company, (vi)
imposing any limitations on the ability of Parent or Purchaser or any of
their respective affiliates or subsidiaries effectively to control in any
material respect the business and operations of the Company, (vii) which
otherwise is reasonably likely to have a material adverse effect on the
Company and its subsidiaries taken as a whole, or (viii) which may result
in a material limitation on the benefits expected to be derived by Parent
and Purchaser as a result of the Offer, including without limitation, any
limitation on the ability to consummate the Merger;

8
<PAGE> 9

which, in the reasonable judgment of Purchaser, is reasonably likely,
directly or indirectly, to result in any of the consequences referred to in
clauses (i) through (viii) of subsection (e) above;

(g) Any change (or any development involving a prospective change)
shall have occurred which in the judgment of Purchaser had, or may
reasonably be expected to have, a material adverse effect on the Company
and its subsidiaries taken as a whole;

(h) The Company shall have breached or failed to perform in all
material respects any of its obligations or agreements under the Merger
Agreement, or any of the representations and warranties of the Company set
forth in the Merger Agreement, the schedules thereto or in any written
certificate or schedule delivered pursuant thereto shall be, or have
become, inaccurate or incomplete in any respect, in each case, with such
exceptions as would not in the aggregate have a material adverse effect on
the Company and its subsidiaries taken as a whole;

(i) The Merger Agreement shall have been terminated by the Company,
Parent or Purchaser pursuant to its terms;

(j) Any "Triggering Event" under the Rights Agreement shall have
occurred and the Rights shall not be redeemable by the Company; or

(k) (1) a Stipulation of Settlement shall not have been entered into
by the Company and certain plaintiffs (the "Plaintiffs") (the "Stipulation
of Settlement") constituting, subject to court approval, a legally binding
agreement for the full and complete settlement of the class action
litigation captioned In re Synergen, Inc. Securities Litigation, Case No.
93-B-402, pending in the United States District Court for the District of
Colorado (the "Court"), as such settlement is described in that certain
Memorandum of Understanding dated as of November 17, 1994 by and between
the Company and the Plaintiffs (the "MOU"), (2) the Stipulation of
Settlement shall not be in full force and effect or shall not reasonably
reflect the terms and conditions of the MOU or (3) the Court shall not have
entered a Scheduling Order providing for, (i) approval of a form of notice
to the class members of the Stipulation of Settlement and a deadline for
giving notice to the class members, (ii) deadlines for class members to
object to the settlement and/or to opt out of the class and (iii) a hearing
date upon which the Court will consider whether to grant final approval of
the Stipulation of Settlement.

The foregoing conditions are for the sole benefit of Purchaser and may be
asserted regardless of the circumstances giving rise to any such conditions or
may be waived in whole or in part. The failure to exercise any of the foregoing
rights shall not be deemed a waiver of any such right, and each right shall be
deemed a continuing right which may be asserted at any time and from time to
time.

Amendment; Waiver. Subject to applicable law, the Merger Agreement may be
amended, modified or supplemented by written agreement of the parties hereto at
any time before the Effective Time.

Subject to applicable law, at any time prior to the Effective Time, whether
before or after the Special Meeting, any party to the Merger Agreement may (i)
extend the time for the performance of any of the obligations or other acts of
any other party thereto or (ii) waive compliance with any of the agreements of
any other party or with any conditions to its own obligations. Any agreement on
the part of a party to the Merger Agreement to any such extension or waiver will
be valid only if set forth in an instrument in writing signed on behalf of such
party by a duly authorized officer.

Timing. The exact timing and details of the Merger will depend upon legal
requirements and a variety of other factors, including the number of Shares
acquired by Purchaser pursuant to the Offer. Although Parent has agreed to cause
the Merger to be consummated on the terms set forth above, there can be no
assurance as to the timing of the Merger.

Delaware Law. The Board of the Company has approved the Merger Agreement
and the transactions contemplated thereby, for purposes of Section 203 of the
Delaware General Corporation Law. Accordingly, the restrictions of Section 203
do not apply to the transactions contemplated by the Offer. Section 203 of the
Delaware General Corporation Law prevents an "interested stockholder"
(generally, a stockholder owning 15% or more of a corporation's outstanding
voting stock or an affiliate or associate thereof) from engaging in a "business
combination" (defined to include a merger and certain other transactions) with a
Delaware

9
<PAGE> 10

corporation for a period of three years following the date on which such
stockholder became an interested stockholder unless (i) prior to such date the
corporation's board of directors approved either the business combination or the
transaction which resulted in such stockholder becoming an interested
stockholder, (ii) upon consummation of the transaction which resulted in such
stockholder becoming an interested stockholder, the interested stockholder owned
at least 85% of the corporation's voting stock outstanding at the time the
transaction commenced (excluding shares owned by certain employee stock plans
and persons who are directors and also officers of the corporation) or (iii) on
or subsequent to such date the business combination is approved by the
corporation's board of directors and authorized at an annual or special meeting
of stockholders, and not by written consent, by the affirmative vote of at least
66 2/3% of the outstanding voting stock not owned by the interested stockholder.

Additional Agreements, Arrangements and Understandings

Indemnification of Directors and Officers. Section 145 of Delaware General
Corporation Law authorizes a court to award, or a corporation's Board to grant,
indemnity to directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933.
Further, in accordance with the Delaware General Corporation Law, the Company's
Certificate of Incorporation eliminates the liability of a director to the
Company or its stockholders for monetary damages for breaches of his or her
fiduciary duty of care, provided that such liability does not arise from certain
proscribed conduct (including intentional misconduct and breach of duty of
loyalty). The Company's By-Laws provide for indemnification of certain officers,
directors, employees and other agents to the maximum extent permitted by the
Delaware General Corporation Law. In addition, the Company has entered into
indemnification agreements with its executive officers and directors by which
the Company provides such persons with the maximum indemnification allowed under
applicable law. These agreements also resolve certain procedural and substantive
matters which are not covered, or are covered in less detail, in the By-Laws. A
copy of the form of such indemnification agreement is filed as Exhibit 7 to this
statement and incorporated herein by reference.

Recent Litigation

Following a drop in the price of Company's Common Stock on February 22,
1993, a number of class action complaints were filed against Company and certain
of its officers and directors in the United States District Court for the
District of Colorado on behalf of various classes of the Company's investors.
The complaints were consolidated by a consolidated class action complaint that
was filed on April 15, 1993, and amended on May 2, 1994 (the "Class Action
Complaint"). In addition to the Company, Larry Soll, chairman of the Board of
Directors of the Company and the former chief executive officer, and Kenneth J.
Collins, executive vice president of finance and administration, were named as
defendants in the Class Action Complaint, together with Jon S. Saxe, the former
president and chief executive officer and a former director, and Michael A.
Catalano, the former vice president of clinical research. The original
consolidated complaint alleged violations of federal securities laws and state
law. The Court dismissed the state law claims on April 8, 1994. On May 30, 1994,
the defendants in the suit filed a motion to dismiss or in the alternative for
summary judgment which was heard on September 2, 1994. The motion was denied on
September 15, 1994. Trial has been set for May 22, 1995.

On November 17, 1994, the parties executed a binding Memorandum of
Understanding containing the material terms of a settlement of the case. In
consideration of the payment of $28 million by the Company and its insurers, the
plaintiffs agreed to dismiss the action with prejudice. The settlement is
subject to court approval and to the right of individual stockholders to
opt-out, object to, or otherwise request exclusion from, the class. The
preliminary approval hearing by the Court is scheduled for December 15, 1994.

On November 16, 1994, three individual plaintiffs filed an action against
the Company and Jon S. Saxe, the former president and chief executive officer of
the Company and a former director, in the District Court of Colorado in and for
the City and County of Denver. The case is styled Donald R. Temple, John Temple
and Mary Louise Temple v. Synergen, Inc. and Jon Saxe, Case No. 94-CV-5717. The
complaint alleges violations of Colorado securities laws (the equivalents of
Sections 10(b) and 20(a) of the Exchange Act) and common

10
<PAGE> 11

law fraud and negligent misrepresentation. Plaintiffs allege that various public
statements about the Company and its prospects made by the Company and Saxe
during the period between November 7, 1991 and July 1994, inclusive, were either
false or misleading by virtue of the alleged failure to disclose allegedly
material facts. The allegations of the complaint are similar to, although less
detailed than, those contained in the Class Action Complaint. In addition, the
allegations of the complaint also recount the Company's decision to halt the
Phase III follow-on trial on July 1994 although it is unclear if this
announcement forms the basis for any theory of liability.

On Friday, November 18, 1994, two shareholders filed a putative class
action suit in the Court of Chancery of the State of Delaware in and for New
Castle County against the Company and certain of its officers and directors. The
case is styled Anna Stanley and Len Kahn v. Larry Soll, Gregory B. Abbott,
Robert C. Thompson, Arthur H. Hayes, David I. Hirsh, Barry MacTaggart, Glenn S.
Utt, Robert F. Hendrickson and Synergen, Inc., Case No. 13892. The complaint,
which purports to be brought on behalf of all of the Company's stockholders,
alleges that the proposed transaction whereby Amgen Inc. will seek to acquire
the Company is unfair to the Company's stockholders and constitutes a breach of
defendants' fiduciary duties of loyalty and due care. By their complaint,
plaintiffs seek a preliminary injunction enjoining the proposed transaction or,
in the event the transaction is consummated, an order rescinding the
transaction, together with an accounting and compensatory damages in an unstated
amount.

ITEM 4. THE SOLICITATION OR RECOMMENDATION

(a) Recommendation. The Board at a special meeting held on November 17,
1994, unanimously determined that the Offer and the Merger are fair to, and in
the best interests of, the Company and its stockholders, has approved the Offer,
the Merger Agreement and the Merger and recommends that holders of Shares of the
Company accept the Offer and tender their shares pursuant to the Offer. A copy
of the Company's letter to stockholders dated November 23, 1994, is filed as
Exhibit 20.2 to this statement and is incorporated herein by reference.

Background. In July 1994, the Company received the results of an interim
analysis of the follow-up Phase III clinical trial of its then most advanced
commercial product candidate, interleukin-1 receptor antagonist ("IL-1ra"). Such
results indicated a lack of efficacy of IL-1ra for severe sepsis, and that
continuation of the trial would not likely produce evidence of efficacy in
treating severe sepsis. In order to conserve cash and direct its efforts toward
its most promising opportunities, the Company eliminated significant operations
and reduced personnel by approximately 60 percent. As a result of these
developments, the Board of Directors determined that it should take action to
consider the Company's strategic alternatives and to compare these alternatives
with a strategy of operating the Company as an independent entity. Accordingly,
the Board initiated review of the business and financial condition of the
Company and decided to retain an investment banking firm to assist in the
process. In July 1994, Morgan Stanley & Co. Incorporated ("Morgan Stanley") was
engaged to study strategic alternatives to restructure the business and capital
structure of the Company in order to maximize stockholder value. In September
1994, Alex. Brown & Sons Incorporated ("Alex. Brown") was engaged to perform
investment banking and advisory services in connection with a possible business
combination involving the Company. Between July 22, 1994 and November 17, 1994,
the Board held twelve different meetings to consider such strategic and
financial alternatives. Representatives of the Company's legal and financial
advisors attended a number of these meetings.

In conducting its review for the purpose of making recommendations to the
Board, Morgan Stanley held discussions with Company management and reviewed,
among other things, Company information, analyzed competition in the industry
and for the Company's products, analyzed the acquisition potential of the
Company and made preliminary contact with potential strategic investors and
acquirors. Strategic alternatives reviewed and analyzed by Morgan Stanley
included continuing the business as an independent company, equity investments
by third parties in which the Company would remain independent, a sale of the
Company in the form of a 100% sale to a third party, structured sale or earn-out
or a joint venture transaction. This summary of the Morgan Stanley presentation
does not purport to be a complete description of the presentation by Morgan
Stanley to the Board.

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<PAGE> 12

Upon the advice of Morgan Stanley, the Company pursued contacts with a
number of parties, including Parent, regarding a potential strategic
transaction. The Company received no formal offers or proposals other than the
offer from Parent. Such contacts with parties other than Parent ceased as of
November 17, 1994, when Parent and the Company entered into the Merger
Agreement.

Reference is made to the Schedule 14D-1 for a summary of Parent's contacts
with the Company leading to the execution of the Merger Agreement.

(b) Reasons for the Board's Conclusions. In reaching the determination
described in paragraph (a) above, the Board considered a number of factors,
including, without limitation, the following:

(i) The financial condition, results of operations, business and
strategic objectives of the Company, as well as the risks involved in
achieving those objectives;

(ii) The projected financial condition and results of operations of
the Company;

(iii) A review of the possible alternatives to the Offer and the
Merger including the possibilities of continuing to operate the Company as
an independent entity, including licensing product development rights,
entering into one or more strategic joint ventures, a sale or partial sale
of the Company through a merger or by other means, various financing
alternatives involving the possible sale of the Company's equity; and, in
respect of each alternative, the range of possible benefits to the
Company's stockholders of such alternative and the timing and the
likelihood of actually accomplishing such alternative;

(iv) A report from Morgan Stanley, financial advisor to the Company,
regarding the likelihood of other potential offers for the Company on terms
more favorable to the stockholders of the Company than the Offer and the
results of their efforts on behalf of the Company seeking indications of
interest in other possible alternatives;

(v) The detailed financial and valuation analyses presented to the
Board by Morgan Stanley and Alex. Brown, including market prices and
financial data relating to other companies engaged in businesses considered
comparable to the Company and the prices and premiums paid in recent
selected acquisitions of companies engaged in businesses considered
comparable to those of the Company;

(vi) The relationship of the Offer price to historical market prices
of the Shares and to the Company's book value and liquidation value per
Share;

(vii) The oral opinions of Morgan Stanley and Alex. Brown (together
with an undertaking on the part of each of Morgan Stanley and Alex. Brown
to deliver a written opinion) that the consideration to be received by the
stockholders of the Company pursuant to the Merger Agreement is fair, from
a financial point of view, to such stockholders. A copy of the written
opinions of Morgan Stanley and Alex. Brown, which set forth the assumptions
made, matters considered and basis of their review are attached as Annex B,
and filed as Exhibit 99.2 to this statement.

(viii) The terms and conditions of the Merger Agreement and related
agreements;

(ix) The likelihood that the proposed acquisition would be
consummated, including the experience, reputation and financial condition
of Parent and the risks to the Company if the acquisition were not
consummated; and

(x) The availability of dissenters' rights in the Merger under
applicable law.

In view of the wide variety of factors considered in connection with its
evaluation of the Offer and the Merger, the Board did not find it practicable
to, and did not, quantify or otherwise attempt to assign relative weights to the
specific factors considered in reaching its respective determinations. Because
of the engagement of Morgan Stanley and Alex. Brown, the Board did not consider
it necessary to retain an unaffiliated representative to act solely on behalf of
the public stockholders of the Company for the purpose of negotiating the terms
of the Merger Agreement.

ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED

The Company engaged Morgan Stanley, pursuant to a letter agreement dated
July 27, 1994, to assist the Board in evaluating strategic alternatives and
financing vehicles. For such services the Company agreed to pay Morgan Stanley
an advisory fee estimated to be between $100,000 and $200,000, and if the
transactions

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<PAGE> 13

contemplated by the Merger Agreement are consummated, a total fee of
approximately $2.5 million (against which any advisory fee paid will be
credited). The scope of Morgan Stanley's engagement under the letter agreement
included performing valuation analysis, assisting the Company in structuring and
negotiating a transaction and, if requested, rendering a financial opinion
letter with respect to the fairness of the consideration to be received in a
transaction. In addition to the foregoing compensation, the Company has agreed
to reimburse Morgan Stanley for its reasonable out-of-pocket expenses and to
indemnify Morgan Stanley against certain liabilities arising out of or in
connection with its engagement.

The Company has also engaged Alex. Brown, pursuant to a letter agreement
dated September 28, 1994, to perform investment banking and advisory services in
connection with a possible business combination involving the Company. The scope
of Alex. Brown's engagement under the letter agreement included, if requested,
rendering a financial opinion letter with respect to the fairness of the
consideration payable to the Company's stockholders in any proposed business
combination. The Company agreed to pay Alex. Brown a fee of $250,000 upon
delivery of such opinion letter. In addition to the foregoing compensation, the
Company has agreed to reimburse Alex. Brown for its reasonable out-of-pocket
expenses not to exceed $25,000 and to indemnify Alex. Brown against certain
liabilities arising out of or in connection with its engagement.

Neither the Company nor any person acting on its behalf has employed,
retained or compensated any other person to make solicitations or
recommendations to stockholders on its behalf concerning the Merger or the
Offer.

ITEM 6. PRESENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES

(a) Each of Mark D. Young, Executive Vice President, Technical Operations,
Paul J. Koivuniemi, Vice President and General Counsel, Geoffrey F. Slaff, Vice
President, Manufacturing and Process Engineering, and Sharon E. Tetlow,
Treasurer and Director of Finance, was granted 300 shares of the Company's
Common Stock on November 9, 1994, pursuant to the Company's Stock Bonus Plan. To
the Company's knowledge, no other transactions in the Shares have been effected
during the past 60 days by the Company or any executive officer, director,
affiliate or subsidiary of the Company.

(b) To the Company's knowledge, each of the Company's executive officers,
directors, affiliates and subsidiaries presently intends to tender all Shares
which are held of record or beneficially owned by them pursuant to the Offer,
other than Shares, if any, held by any such person which if tendered, could
cause such person to incur liability under the provisions of Section 16(b) of
the Exchange Act. Pursuant to the Merger Agreement, all employee and director
stock options (the "Options") to purchase Shares, other than Options held by any
director or executive officer of the Company that were granted (or deemed
granted) at any time on or after the date that is six months prior to the
Effective Time, will be entitled (whether or not such Option is then
exercisable) to receive in consideration of cancellation of such Option a cash
payment from the Company in an amount equal to the difference between the price
per Share each holder of the Shares will receive in the Merger and the per share
exercise price of such option (the "Option Consideration"), multiplied by the
number of Shares covered by such Option. It is the intention of the parties to
the Merger Agreement that the Options held by the directors and executive
officers that are not cancelled promptly after the Effective Time, will be
cancelled no later than six months after the Effective Time and the
consideration to be paid to each such director and executive officer for the
cancellation of such Options shall be the Option Consideration multiplied by the
number of shares covered by such Option.

ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY

(a) Prior to entering into the Merger Agreement, the Company had
preliminary contacts with other entities that had expressed interest in the
Company. Upon execution of the Merger Agreement the Company ceased contacts with
such other entities. No discussions are underway or are being undertaken by the
Company in response to the Offer that relate to or would result in (1) an
extraordinary transaction, such as a merger or reorganization, involving the
Company or any of its subsidiaries; (2) a purchase, sale or transfer of a
material amount of assets by the Company or any of its subsidiaries; (3) a
tender offer for or other acquisition

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<PAGE> 14

of securities by or of the Company; or (4) any material change in the present
capitalization or dividend policy of the Company.

(b) There is no transaction, board resolution, agreement in principal or
signed contract in response to the tender offer other than as disclosed in Item
3(b) of this statement, that relates to or would result in (1) an extraordinary
transaction, such as a merger or reorganization, involving the Company or any of
its subsidiaries; (2) a purchase, sale or transfer of a material amount of
assets by the Company or any of its subsidiaries; (3) a tender offer for or
other acquisition of securities by or of the Company; or (4) any material change
in the present capitalization or dividend policy of the Company.

ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED

Preferred Stock Purchase Rights. On October 21, 1991, the Board of
Directors of the Company declared a dividend of one right (a "Right") for each
outstanding share of the Company's Common Stock. The dividend was paid on
November 5, 1991, to stockholders of record on that date. Holders of shares of
Common Stock issued after that date and until the Rights become exercisable
receive one Right for each share of Common Stock. The Rights trade automatically
with the shares of Common Stock and, until the Rights are exercisable, are
evidenced by the certificates for the Common Stock. The terms of the Rights are
set forth in the Rights Agreement, a copy of which was filed as Exhibit 1 to the
Company's Current Report on Form 8-A, as filed with the Securities and Exchange
Commission on November 5, 1991, as amended by the Company's Form 8 Amendment,
filed on November 7, 1991. Chemical Trust Company of California has assumed all
responsibilities as the Rights Agent under the Rights Agreement. The following
summary is not complete and is qualified in its entirety by reference to the
Rights Agreement.

Each Right will entitle its registered holder to purchase from the Company
one one-hundredth of a share of the Company's Series A Junior Participating
Preferred Stock (the "Series A Preferred Stock"). The purchase price for each
one-hundredth share of Series A Preferred Stock is $335 (the "Purchase Price").
The Rights will become exercisable upon the earlier of (a) the tenth day after
the first public disclosure that a person or group has become an "Acquiring
Person" (defined below) or (b) the tenth business day after the commencement of
a tender or exchange offer (other than an offer by Company or certain related
entities) that, if consummated, would result in one person or group becoming an
Acquiring Person. In general, "Acquiring Person" means any person or group that
has beneficial ownership of 20 percent or more of the outstanding Common Stock,
but does not include Company or certain related entitles. Any Rights held by an
Acquiring Person or certain transferees of an Acquiring Person will become void
at the time the person becomes an Acquiring Person. The Rights expire on
November 5, 2001, unless earlier redeemed as described below.

Under certain circumstances, the Rights will entitle their holders to
purchase securities other than Series A Preferred Stock. If any person becomes
an Acquiring Person (other than pursuant to an offer for all shares determined
by the disinterested directors to be fair to the stockholders and in the best
interests of the Company and its stockholders (a "Qualifying Offer")), each
Right will entitle its holder to purchase upon exercise, for the Purchase Price,
Common Stock with a market value of twice the Purchase Price. In certain
circumstances, if the Company is acquired in a merger or other business
combination in which the Company is not the surviving corporation or if 50
percent or more of Company's assets or earnings power is transferred to another
entity after there is an Acquiring Person (other than in certain acquisitions
following a Qualifying Offer), each Right will entitle its holder to purchase a
number of shares of the acquiring entity's common stock with a market value of
twice the Purchase Price. However, a merger or other business combination
following a Qualifying Offer is exempted from this provision if the amount and
form of consideration being offered is the same as that paid in the Qualifying
Offer.

At any time before the earlier of (a) ten days following the first public
announcement by Company or an Acquiring Person that the Acquiring Person has
become such or (b) November 5, 2001, the Board of Directors of the Company may
redeem the Rights in whole, but not in part, for $.001 per Right (the
"Redemption Price"). Under certain circumstances specified in the Rights
Agreement, the Rights may be redeemed only with the concurrence of a majority of
the Continuing Directors (as defined in the Rights

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<PAGE> 15

Agreement). If the Board elects to redeem the rights, the only right of the
holders of Rights will be to receive the Redemption Price.

The Rights do not entitle their holders to any rights as stockholders of
Company, such as voting or dividend rights. Company may amend the Rights
Agreement without the approval of any holder of the Rights except as otherwise
specified in that agreement.

The Rights may have certain antitakeover effects. The Rights may cause
substantial dilution to the interest in the Company held by a person or group
that attempts to acquire the Company without conditioning the offer on acquiring
a substantial number of Rights. The purpose of the Rights is to encourage
potential acquirors to negotiate with Company's Board before attempting a
takeover and to give the Board leverage in negotiating on behalf of all
stockholders of the Company the terms of any proposed takeover. The Rights may,
but are not intended to, deter takeover proposals.

As provided for in the Rights Agreement, the disinterested directors of the
Board have determined that the Offer is a Qualifying Offer. Accordingly, because
the amount and form of the Merger Consideration are the same as the amount and
form of consideration being offered in the Offer, the terms of the Rights
Agreement allowing for the exercise of the Rights in connection with a tender
offer are inapplicable to the transactions contemplated by the Offer or the
Merger.

ITEM 9. MATERIAL TO BE FILED AS EXHIBITS

<TABLE>
<S> <C>
Exhibit 2.1 Agreement and Plan of Merger, dated as of November 17, 1994, among Parent,
Purchaser and the Company.
Exhibit 10.1 Confidentiality Agreement between the Company and Amgen Inc. dated August
22, 1994.
Exhibit 10.2 Form of Indemnification Agreement between the Company and each of its
executive officers and directors.
Exhibit 10.3 Employment Agreement dated as of May 19, 1994, Amendment to Executive
Officer Employment Agreement dated October 1, 1994, and Addendum No. 1 to
Employment Agreement dated as of October 26, 1994, between Larry Soll and
the Company.
Exhibit 10.4 Employment Agreement dated May 19, 1994, and Addendum No. 1 to Executive
Officer Employment Agreement dated as of October 26, 1994, between Gregory
Abbott and the Company.
Exhibit 10.5 Employment Agreement dated April 8, 1993, and Addendum No. 1 to Executive
Officer Employment Agreement dated as of October 26, 1994, between Mark
Young and the Company.
Exhibit 10.6 Employment Agreement dated April 8, 1993, and Addendum No. 1 to Executive
Officer Employment Agreement dated as of October 26, 1994, between Robert
Thompson and the Company.
Exhibit 10.7 Employment Agreement dated April 8, 1993, and Addendum No. 1 to Executive
Officer Employment Agreement dated as of October 26, 1994, between Kenneth
Collins and the Company.
Exhibit 10.8 Form of Employment Agreement between the Company and its vice presidents
and treasurer.
Exhibit 20.1 The Company's Information Statement pursuant to Section 14(f) of the
Securities Exchange Act of 1934 and Rule 14f-1 thereunder.*
Exhibit 20.2 Copy of Letter to Stockholders, dated November 23, 1994.*
Exhibit 99.1 Press Release issued by the Company and Parent on November 18, 1994.
Exhibit 99.2 Opinions of Morgan Stanley & Co. Incorporated and Alex. Brown & Sons
Incorporated, dated November 17, 1994.*
</TABLE>

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

* Included in materials being distributed to stockholders of the Company.

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<PAGE> 16

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.

Dated: November 23, 1994 SYNERGEN, INC.

By: /s/ GREGORY B. ABBOTT
--------------------------
GREGORY B. ABBOTT,
PRESIDENT AND CHIEF EXECUTIVE
OFFICER

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ANNEX A

[SYNERGEN, INC. LOGO]
1885 33RD STREET
BOULDER, COLORADO 80301

INFORMATION STATEMENT PURSUANT TO
SECTION 14(F) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER

This Information Statement is being mailed on or about November 23, 1994,
as part of the Company's Solicitation/Recommendation Statement on Schedule 14D-9
(the "Schedule 14D-9") to the holders of record at the close of business on
November 17, 1994, of the Shares. Capitalized terms used and not otherwise
defined herein shall have the meaning ascribed to them in the Schedule 14D-9.
You are receiving this Information Statement in connection with the possible
election of persons designated by the Parent to a majority of the seats on the
Board of Directors of the Company (the "Board"). The Merger Agreement requires
the Company, after purchase by Purchaser pursuant to the Offer of such number of
shares that satisfies the Minimum Condition, to use its best efforts to cause
Parent's designees (the "Designees") to be elected to a majority of the seats on
the Company's Board. This Information Statement is required by Section 14(f) of
the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 14f-1
thereunder. You are urged to read this Information Statement carefully. However,
you are not required to take any action.

Pursuant to the Merger Agreement, on November 23, 1994, the Parent
commenced the Offer. The Offer is scheduled to expire on December 21, 1994.

The information contained in this Information Statement (including
information listed in Schedule I attached hereto and information incorporated by
reference) concerning Parent, Purchaser and Designees has been furnished to the
Company by Parent and Purchaser, and the Company assumes no responsibility for
the accuracy or completeness of such information.

The Common Stock, $.01 par value per share ("Common Stock"), is the only
class of voting securities of the Company outstanding. Each share of Common
Stock has one vote. As of November 17, 1994, there were 25,936,248 shares of
Common Stock outstanding.

BOARD OF DIRECTORS
GENERAL

The Board currently consists of eight (8) members. Members of the Board are
elected to serve one-year terms and each director holds office until his
successor is elected and qualified or until his earlier death, resignation or
removal.

BUYER DESIGNEES

Pursuant to the Merger Agreement, promptly upon the acquisition by
Purchaser pursuant to the Offer of such number of Shares that satisfies the
Minimum Condition and from time to time thereafter, Parent is entitled to have
its Designees hold a majority of the seats on the Company's Board. Upon the
purchase of such number of Shares pursuant to the Offer, the Company shall use
its best efforts to cause the Designees to be elected or appointed to the Board.

Parent has informed the Company that it will choose the Designees from the
directors and executive officers listed in Schedule I attached hereto. Parent
has informed the Company that each of the directors and executive officers
listed in Schedule I has consented to act as a director, if so designated. The
business address of Parent and Purchaser is Amgen Center, 1840 DeHavilland
Drive, Thousand Oaks, California 91320-1789.

A-1
<PAGE> 18

It is expected that the Designees may assume office at any time following
the purchase by Purchaser pursuant to the Offer of such number of Shares that
satisfies the Minimum Condition, which purchase cannot be earlier than December
21, 1994, and that upon assuming office, the Designees will thereafter
constitute at least a majority of the Board.

DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

The names of the current directors and executive officers, their ages as of
November 17, 1994, and certain other information about them are set forth below.
Some of the current directors may resign effective immediately following the
purchase of Shares by Purchaser pursuant to the Offer.

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Larry Soll 52 Chairman of the Board
Gregory B. Abbott 46 President, Chief Executive Officer and
Director
Kenneth J. Collins 48 Executive Vice President, Finance and
Administration
Robert C. Thompson 50 Executive Vice President, Research and
Clinical Affairs, and Director
Mark D. Young 44 Executive Vice President, Technical
Operations
Arthur H. Hayes, Jr. 61 Director
Robert F. Hendrickson 61 Director
David I. Hirsh 55 Director
Barry MacTaggart 62 Director
Glenn S. Utt 68 Director
Giles V. Campion 40 Vice President, Clinical Research
David F. Carmichael 44 Vice President, Business Development
Paul J. Koivuniemi 44 Vice President and General Counsel
James L. Redenbarger 41 Vice President, Corporate Services and
Facilities
Geoffrey F. Slaff 39 Vice President, Manufacturing and Process
Engineering
Sharon E. Tetlow 35 Treasurer and Director of Finance
</TABLE>

Dr. Soll has been Chairman of the Board since May 1987 and a Director since
the Company's incorporation in 1982. Dr. Soll was President of the Company from
its formation in 1981 through September 1989 and Chief Executive Officer of the
Company from its incorporation in 1982 through September 1989 and from April
1993 to May 1994. Prior to joining the Company, he held research positions at
Harvard Medical School and Massachusetts Institute of Technology. Dr. Soll also
serves as a Trustee for the Global Health Science Fund Trust Company and as a
Director of ISIS Pharmaceuticals, Inc. and ImmuLogic Pharmaceuticals, Inc. Dr.
Soll received a Ph.D. in biochemistry from Stanford University.

Mr. Abbott has been President and Chief Executive Officer of the Company
since May 1994 and a Director since May 1991. He was Executive Vice President of
the Company from October 1990 to May 1994 and was one of four persons who
comprised the Office of the President from April 1993 to May 1994. He was a
Senior Vice President of the Company from November 1986 to October 1990. Prior
to that time he was a partner in the Denver, Colorado law firm of Holme Roberts
& Owen, where he practiced corporate and securities law from 1974 to 1986 and
had principal responsibility for that firm's representation of the Company from
its inception in 1981. Mr. Abbott is also a Director of Sievers Instruments,
Inc. Mr. Abbott received a B.A. from Yale University and a J.D. degree from
University of Denver College of Law.

Mr. Collins has been Executive Vice President, Finance and Administration
of the Company since April 1993 and was one of four persons who comprised the
Office of the President from April 1993 to May 1994. He was Vice President of
Finance and Administration of the Company from January 1992 until April 1993.
From September 1991 to December 1991, he was Executive Vice President of Cytel
Corporation.

A-2
<PAGE> 19

From 1982 to September 1991, he was Vice President of Finance of the Company. He
was also Treasurer of the Company from January 1992 to July 1992 and from April
1989 to August 1991. Mr. Collins received a B.S. in engineering from the
University of Notre Dame and an M.B.A. from Harvard University.

Dr. Thompson has been Executive Vice President, Research and Clinical
Affairs of the Company since April 1993 and a Director since May 1991. From
October 1990 to April 1993, Dr. Thompson was the Company's Executive Vice
President, Research. He was one of four persons who comprised the Office of the
President from April 1993 to May 1994. He has been employed by the Company since
1982 in various capacities, including Senior Vice President, Vice President of
Human Pharmaceuticals and Director of Human Pharmaceuticals. Prior to joining
the Company, he held a faculty position at Temple University and a research
position at Harvard Medical School.

Dr. Young has been Executive Vice President, Technical Operations of the
Company since April 1993 and was one of four persons who comprised the Office of
the President from April 1993 to May 1994. He was Vice President, Process
Development and Manufacturing of the Company from July 1991 until April 1993,
Vice President of Process Development from April 1989 until July 1991 and
Director of Fermentation from 1985 until April 1989. Dr. Young received an M.S.
in chemical engineering from Columbia University and a Ph.D. in chemical
engineering from the University of Michigan.

Dr. Hayes has been a Director of the Company since July 1990. Dr. Hayes has
been President of MediScience Associates, Inc. since July 1991. From January
1991 until July 1991, he was a full-time consultant to E.M. Industries, Inc.
From 1986 through 1990, Dr. Hayes was President and Chief Executive Officer of
E.M. Pharmaceuticals, Inc., an affiliate of E. Merck AG located in Darmstadt,
Germany. He served as Commissioner of the Food and Drug Administration from 1981
to 1983 and is past president and a current member of the U.S. Pharmacopeial
Convention, the national pharmaceutical standards-setting organization. Dr.
Hayes has also held faculty positions at Cornell University Medical College and
Pennsylvania State University College of Medicine. Dr. Hayes is also a Director
of Myriad Genetics, Inc.

Mr. Hendrickson has been a Director of the Company since September 1994. He
has been a consultant to the biotechnology industry since he retired from Merck
& Co., Inc. in 1990. Prior to 1990, Mr. Hendrickson was Senior Vice President,
Manufacturing and Technology for Merck where he was responsible for that
company's worldwide manufacturing operations, computer information systems,
construction engineering, safety and environmental areas. Mr. Hendrickson is a
director of The Liposome Company and chairman of the board of directors of
Envirogen, Inc.

Dr. Hirsh has been a Director of the Company since its incorporation in
1982. He is currently the Robert Wood Johnson Professor of Biochemistry and
Chairman of the Department of Biochemistry at Columbia University's College of
Physicians and Surgeons. He also provides consulting services to the Company and
Warburg Pincus, Inc. Dr. Hirsh was Executive Vice President of the Company from
April 1985 to June 1990. From the Company's formation in 1981 to April 1984, Dr.
Hirsh was the Company's Vice President, Director of Research. Dr. Hirsh is also
a director of NeXagen, Inc. and serves as an advisor on the E.M. Warburg, Pincus
& Co., Inc. Advisory Board.

Mr. MacTaggart has been a Director of the Company since August 1991. From
1980 until May 1991, he was Chairman and President of Pfizer International, Inc.
and from 1981 to 1991, was a Vice President and Director of Pfizer, Inc. Prior
to such time, he also served as President of Pfizer Australia, as President of
Pfizer Asia and as a Director and Executive Vice President of Pfizer
International, Inc.

Mr. Utt has been a Director of the Company since 1987. He has been Chairman
of the Board of Janmax Enterprises since November 1983. Mr. Utt was employed by
Abbott Laboratories Inc. from 1962 to 1983, where he held a number of management
positions, including Executive Vice President, member of the Board of Directors
and President of its pharmaceutical division. Prior to that, Mr. Utt was
employed by Booz Allen & Hamilton, where he held a number of management
positions, including Vice President in Zurich, Switzerland. Mr. Utt is also a
Director of Selectide Corporation and Sugen, Inc.

Dr. Campion has been Vice President, Clinical Research since May 1994.
Prior to that time and since January 1993, Dr. Campion was Director, Clinical
Research at the Company. Dr. Campion worked from the

A-3
<PAGE> 20

Synergen Europe offices at The Hague, The Netherlands until August 1994 when he
relocated to the Boulder, Colorado headquarters. Prior to joining the Company,
Dr. Campion was Head, Section of Rheumatology Research at Hoechst AG in Germany.
While at Hoechst, Dr. Campion held an Honorary Post in the Rheumatology Unit at
the Bristol Royal Infirmary in the United Kingdom. Dr. Campion received medical
and doctorate degrees from the Bristol University Medical School.

Dr. Carmichael has been Vice President, Business Development since August
1994. From July 1991 until August 1994, he was Vice President of Preclinical
Development. Dr. Carmichael joined the Company in 1984 as a scientist and was
Director of Preclinical Development prior to being named Vice President of
Preclinical Development in July 1991. Dr. Carmichael received a B.S. in
biochemistry from the University of California at San Diego and a Ph.D. in
biochemistry from Purdue University. He carried out his postdoctoral research in
protein biochemistry at the University of Washington School of Medicine.

Mr. Koivuniemi has been Vice President and General Counsel since May 1994.
Prior to that time and since November 1991, he served as corporate patent
counsel and later general counsel to the Company. Prior to joining the Company,
he held the position of Biotechnology Patents Director and Senior Patents
Counsel at Upjohn. He received his J.D. from the University of Michigan Law
School and his Ph.D. in genetics from Michigan State University.

Mr. Redenbarger has been Vice President, Corporate Services and Facilities
since May 1994 and was Vice President, Operations from July 1992 to May 1994.
Mr. Redenbarger joined the Company in 1982 and was Director of Operations prior
to being appointed Vice President, Operations. He has also held management
positions with a radiopharmaceutical company and a medical device manufacturer
in Denver. Mr. Redenbarger received a B.S. in microbiology from Purdue
University.

Dr. Slaff has been Vice President, Manufacturing and Process Engineering
since January 1993 and was Director of Process Engineering from January 1991 to
January 1993. Prior to that time and since 1987, Dr. Slaff was a Biochemical
Development Engineer at the Company. Dr. Slaff received a B.S. in biochemistry
from the University of California at San Diego and an M.S. and Ph.D. in chemical
engineering from the University of Pennsylvania.

Ms. Tetlow has been Treasurer of the Company since July 1992 and Treasurer
and Director of Finance since April 1993. Prior to that time she was treasury
manager at Genentech, Inc. She also held positions in financial planning and as
a marketing group controller at Genentech. She was previously a financial
analyst with Eli Lilly and Company and did research at the Brookings Institution
in Washington, D.C. Ms. Tetlow received an M.B.A. from Stanford University.

COMMITTEES AND BOARD MEETINGS

The Board has three standing committees: the Executive Committee (which
also functions as the nominating committee), the Audit Committee and the
Compensation Committee.

The Executive Committee was established to serve as a representative
committee of the Board and also to propose nominees for election to the Board
for any new or vacant position on the Board. The Executive Committee,
functioning as a nominating committee, considers candidates proposed by
stockholders. The Executive Committee, which currently consists of Messrs. Utt
and MacTaggart and Dr. Soll, did not meet separately from the Board during the
fiscal year ended December 31, 1993. Jon S. Saxe, who was President and Chief
Executive Officer of the Company from October 1990 until April 1993, served as a
member of the Executive Committee during 1993 until his resignation in April
1993.

The Audit Committee was established to recommend selection of the Company's
independent accountants and to review the financial statements and reports of
the Company and the reports of the independent accountants. The Audit Committee,
which currently consists of Messrs. MacTaggart and Utt and Dr. Hayes, met twice
and acted by written consent once during the fiscal year ended December 31,
1993.

The Compensation Committee was established to make recommendations
regarding compensation, including incentive compensation plans, stock bonus
plans, stock option plans, and other incentive or stock

A-4
<PAGE> 21

plans. The Compensation Committee also reviews and approves, subject to
ratification by the Board of Directors, all compensation to the executive
officers. The Compensation Committee, which currently consists of Mr. Utt and
Drs. Hayes and Hirsh, met three times and acted by consent a number of times
during the fiscal year ended December 31, 1993.

The Board appointed a special committee that met twice in April 1993 to
consider ongoing management of the Company and certain issues raised by senior
management of the Company. The Committee consisted of Dr. Soll and the
non-employee Directors of the Company: Drs. Hirsh and Hayes and Messrs. Utt and
MacTaggart.

During the fiscal year ended December 31, 1993, the Board held six meetings
and acted by written consent twice. Each current Director attended all of the
Board meetings and all meetings held by the above-described committees of which
he was a member.

DIRECTOR COMPENSATION

During the fiscal year ended December 31, 1993, each Director who was not
an employee of the Company, with the exception of Dr. Hirsh, received $2,100 for
each meeting of the Company's Board he attended. From January through April
1993, each Director who was not an employee of the Company received $1,000 for
each telephonic meeting of the Company's Board in which he participated, and
$1,000 for each meeting of a standing committee in which he participated if that
meeting was not conducted on the same day as a meeting of the Board. Directors
are not compensated for actions taken by written consent. Beginning in May 1993,
each Director who was not an employee of the Company, with the exception of Dr.
Hirsh, received an annual retainer of $3,000 per year per committee, and
committee chairmen received $6,000 per year per committee chaired. From May
1993, neither committee members nor committee chairmen received separate
compensation for attendance at committee meetings. Directors who are employees
of the Company do not receive compensation for their services as Directors other
than their normal compensation as officers of the Company.

Under a separate agreement effective July 1, 1990, Dr. Hirsh receives
$36,000 annually for serving as a consultant to the Company. Messrs. Utt and
MacTaggart and Dr. Hayes also served as consultants to the Company from time to
time during 1993 and received compensation of $2,500 per day (prorated for
partial days). Neither Messrs. Utt and MacTaggart nor Dr. Hayes received more
than $60,000 during 1993 for consulting services to the Company. Mr.
Hendrickson, who was elected to the Board in September 1994, serves as a
consultant to the Company pursuant to a consulting agreement dated November 19,
1992. Under the consulting agreement, Mr. Hendrickson receives $3,600 per
quarter for consulting services to the Company.

Under the Stock Option Plan for Non-Employee Directors, which was approved
by stockholders in 1992, on March 1 of each year, each Director who is not an
employee of the Company is granted an option to acquire 3,000 shares of the
Company's Common Stock. In addition, each new non-employee Director will be
granted an option to acquire 15,000 shares of the Company's Common Stock upon
initial election to the Board. The exercise price of all such stock options
granted is equivalent to the last reported sale price of the Company's Common
Stock on the Nasdaq National Market on the day of each grant. In January 1994,
Mr. MacTaggart relinquished a stock option to purchase 15,000 shares of Common
Stock at $38.00 per share originally granted under the Stock Option Plan for
Non-Employee Directors and the Board granted to Mr. MacTaggart a stock option to
purchase 15,000 shares of Common Stock at $14.00 per share.

On May 19, 1994, the Board authorized the payment to the Company's
then-current nonemployee directors of a retainer fee of $15,000, payable in cash
or stock at each director's election.

A-5
<PAGE> 22

STOCK OWNERSHIP INFORMATION

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of November 17, 1994,
regarding ownership of the Company's Common Stock by (1) persons believed by the
Company to be the beneficial owners of more than five percent of its outstanding
Common Stock; (2) by each Director and nominee for Director; (3) by the Chief
Executive Officer at the end of 1993 and the Company's four other most highly
compensated executive officers; and (4) by a former Chief Executive Officer who
served during 1993; and (5) by all current officers and directors of the Company
as a group. This table is based on information supplied to the Company by each
of the listed stockholders.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED(1)
---------------------
STOCKHOLDER NUMBER PERCENT
----------- --------- -------
<S> <C> <C>
RCM Capital Management................................. 2,314,625 8.9%
4 Embarcadero Center, Ste. 2900
San Francisco, CA 94111
Gregory B. Abbott...................................... 169,329 (2)
Kenneth J. Collins..................................... 100,516 (2)
Arthur H. Hayes, Jr.................................... 17,250 (2)
Robert F. Hendrickson.................................. -- (2)
David I. Hirsh(3)...................................... 204,223 (2)
Barry MacTaggart....................................... 16,833 (2)
Jon S. Saxe(4)......................................... 144,190 (2)
Larry Soll(5).......................................... 379,535 1.46%
Robert C. Thompson(6).................................. 202,524 (2)
Glenn S. Utt, Jr....................................... 8,250 (2)
Mark Young............................................. 115,585 (2)
All Current Executive Officers and Directors as a Group
(16 persons)......................................... 1,352,500 5.22%
</TABLE>

- ---------------
(1) Gives effect to all outstanding stock options and warrants exercisable
within 60 days of November 17, 1994. Such option and warrant ownership
included as shares beneficially owned is as follows: Mr. Abbott, 108,386
shares (includes 35,860 option shares, as to which Mr. Abbott disclaims
beneficial ownership, that were transferred pursuant to a qualified domestic
relations order); Mr. Collins, 64,386 shares; Dr. Hayes, 17,250 shares; Dr.
Hirsh, 58,500 shares; Mr. MacTaggart, 13,500 shares; Dr. Soll, 58,295
shares; Dr. Thompson, 132,168 shares; Mr. Utt, 8,250 shares; Dr. Young,
88,387 shares; all current Executive Officers and Directors as a group,
661,077 shares. Upon the consummation of the Offer, all of the stock options
held by each of the above named individuals will become exercisable. As a
result, the number of Shares into which their stock options are exercisable
will be increased by the following amounts: Mr. Abbott, 177,651 shares; Mr.
Collins, 47,784 shares; Dr. Hayes, 6,750 shares; Mr. Hendrickson, 15,000
shares; Dr. Hirsh, 3,750 shares; Mr. MacTaggart, 10,500 shares; Dr. Soll,
35,291 shares; Dr. Thompson, 49,417 shares; Mr. Utt, 6,750 shares; Dr.
Young, 50,949 shares; all current Executive Officers and Directors as a
group, 581,624 shares.

(2) Less than 1.0%.

(3) Includes 18,487 shares owned by The Hirsh Partnership, a nominee for an
irrevocable trust created by Dr. Hirsh for the benefit of his family. Dr.
Hirsh disclaims beneficial ownership of such shares.

(4) Mr. Saxe resigned as President and Chief Executive Officer in April 1993.
His stock ownership reflects ownership as of April 15, 1994.

(5) Includes 19,375 shares owned by The Canavan Company, a nominee for an
irrevocable trust created by Dr. Soll for the benefit of his family. Dr.
Soll disclaims beneficial ownership of such shares.

A-6
<PAGE> 23

(6) Includes 2,950 shares owned by Dr. Thompson's adult children. Dr. Thompson
disclaims beneficial ownership of such shares.

SECTION 16(A) REPORTING DELINQUENCIES

Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who own more than ten percent of a registered class of
the Company's equity securities, to file certain reports regarding ownership of,
and transactions in, the Company's securities with the SEC. Such officers,
directors and 10% stockholders are also required by SEC rules to furnish the
Company with copies of all Section 16(a) forms that they file.

During 1992, William Fairbairn, the Company's former Vice President,
Regulatory Affairs, transferred beneficial ownership of certain shares of the
Company's Common Stock and stock options pursuant to a court order. Mr.
Fairbairn was late in filing the Form 4 relating to this transfer. With the
exception of the foregoing, the Company believes that for the fiscal year ended
December 31, 1993, its officers and directors complied with all applicable
Section 16(a) filing requirements.

CERTAIN RELATIONSHIPS, TRANSACTIONS AND ARRANGEMENTS

Jon S. Saxe had an employment agreement with the Company which was
terminated when he and the Company entered into a new agreement in connection
with his resignation as President and Chief Executive Officer and a Director of
the Company on April 8, 1993. Under the new agreement, Mr. Saxe is to provide up
to 500 hours of managerial and advisory services to the Company for a period of
2 1/2 years ending in October 1995. The number of hours is subject to reduction
if Mr. Saxe becomes an employee of or consultant to another entity and wishes to
reduce his activities under the agreement, in which case his obligation will be
reduced to 50 hours of services per year. The agreement may be terminated by Mr.
Saxe but not by the Company. Mr. Saxe is entitled to 60 semi-monthly payments of
$12,500 under the agreement. The agreement provided that those of Mr. Saxe's
stock options that would have vested prior to April 30, 1993 are vested and the
agreement extended the expiration date of all vested options to November 8,
1993. The Company is obligated under the agreement to pay or reimburse Mr. Saxe
up to $130,000 for certain expenses, including those related to outplacement
counseling services, office space, secretarial and support services, travel
expenses related to any search for employment and reasonable attorneys' fees
incurred in connection with the agreement. In addition, the Company is obligated
to indemnify Mr. Saxe in connection with certain pending litigation (including
fees and expenses of counsel).

On April 23, 1993, the Compensation Committee of the Board approved new
employment agreements with Mr. Collins, Dr. Thompson and Dr. Young, and on May
19, 1994, the Compensation Committee approved new employment agreements with Mr.
Abbott and Dr. Soll. The Company entered into new employment agreements with Mr.
Abbott and Dr. Soll in connection with the appointment of Mr. Abbott as
President and Chief Executive Officer of the Company. Dr. Soll, the former Chief
Executive Officer, remained Chairman of the Board. Under the new agreements,
each such officer's employment may be terminated at any time by the Board, with
or without cause, and may be terminated at the election of such officer upon a
change in control of the Company. In the event of termination without cause or
at the officer's election in the event of a change in control, the officer is
entitled to receive as severance pay his salary at that time for a two-year
period from the date of termination. The agreements each provide for a gross-up
for payments that would be subject to the tax under Sections 4999 and 280G of
the Internal Revenue Code of 1986, as amended. The current annual salaries of
the above named individuals under their new employment agreements are as
follows: Dr. Soll, $150,000; Mr. Abbott, $250,000; Mr. Collins, $190,000; Dr.
Thompson, $215,000; and Dr. Young, $190,000. Each of these employment agreements
also contains certain death and disability provisions and requires the employee
to assign inventions to the Company. They also impose certain restrictions upon
the employee's competition with the Company for varying periods up to two years
after termination of employment.

On October 26, 1994, the Compensation Committee of the Board approved
amendments to the Company's employment agreements with Dr. Soll, Mr. Abbott, Mr.
Collins, Dr. Thompson and Dr. Young.

A-7
<PAGE> 24

As amended the employment agreements provide for acceleration in vesting of
options to acquire Company Common Stock held by the above named individuals upon
a change of control of the Company. The amended employment agreements also
provide for 100% Company-paid health, dental and life insurance coverage for the
duration of any period during which the officer is entitled to receive severance
pay under his employment agreement. Also under the amended employment agreements
(with the exception of Dr. Soll's), the officer has the right (i) to receive a
one-time lump sum payment equal to his annual salary in the event of a change in
control of the Company or a strategic transaction (as defined in such
agreements) between the Company and a third party and (ii) to terminate
employment and receive severance pay and benefits in the event of a material
change in the ability of existing management to direct the scientific and
strategic direction of the Company. The provision in the employment agreements
for coverage of any additional tax under Sections 4999 and 280G of the Internal
Revenue Code of 1986, as amended, also applies to the payments for any of the
benefits provided under the amended agreements.

At the same October 26, 1994 meeting, the Board also provided that upon a
change in control of the Company the options to acquire Company Common Stock
held by other executive officers (excluding Messrs. Soll, Abbott, Collins,
Thompson and Young) will become fully vested but only if their employment is
terminated within twelve months following the change in control. Further, the
Board provided for continued 100% Company-paid health, dental and life insurance
coverage for a period of one year from termination if such termination occurred
as a result of a change in control of the Company. Current provisions in such
executive officers' employment agreements providing for coverage of any
additional tax under Sections 4999 and 280G of the Internal Revenue Code of
1986, as amended, would similarly apply to the payments of any such benefits and
exercise, if any, of such options.

On October 28, 1994, the Company loaned to Giles Campion $40,000 to be used
as part of the down payment on the purchase of his home. The loan has a maturity
date of 30 days from the execution date and an interest rate of 9.75% annually.
In addition, since Dr. Campion's employment by the Company in January 1993, the
Company has loaned him in the aggregate approximately $30,000 for payment of
Dutch taxes due at the time of issuance of options to purchase shares of Company
Common Stock. The loans are due upon the earlier of the exercise of the stock
options or within five years.

On August 25, 1994, the Compensation Committee of the Board voted to
reprice all outstanding stock options with exercise prices greater than $7.00
per share held by all then-current employees, including executive officers. The
replacement options are exercisable for two shares for every three shares
represented by the options cancelled. The vesting schedule for the replacement
options is proportional to the vesting schedule of the underlying grant. The
replacement options have a term ending in 2004 and an exercise price of $4.75,
an amount equal to the market price of the Company's Common Stock on August 25,
1994. As a result of the repricing, options held by Dr. Soll to purchase 119,750
shares were cancelled and options to purchase 79,836 shares were regranted;
options held by Mr. Abbott to purchase 144,800 shares were cancelled and options
to purchase 96,538 shares were regranted; options held by Mr. Collins to
purchase 139,000 shares were cancelled and options to purchase 92,671 shares
were regranted; options held by Dr. Thompson to purchase 147,500 shares were
cancelled and options to purchase 98,335 shares were regranted; options held by
Dr. Young to purchase 132,500 shares were cancelled and options to purchase
88,336 shares were regranted; options held by Dr. Campion to purchase 32,500
shares were cancelled and options to purchase 21,669 shares were regranted;
options held by Dr. Carmichael to purchase 72,000 shares were cancelled and
options to purchase 48,005 shares were regranted; options held by Mr. Koivuniemi
to purchase 37,500 shares were cancelled and options to purchase 25,004 shares
were regranted; options held by Mr. Redenbarger to purchase 57,700 shares were
cancelled and options to purchase 38,470 shares were regranted; options held by
Dr. Slaff to purchase 61,700 shares were cancelled and options to purchase
41,138 shares were regranted; and options held by Ms. Tetlow to purchase 24,300
shares were cancelled and options to purchase 16,202 shares were regranted. See
"Security Ownership of Certain Beneficial Owners and Management."

Pursuant to the Merger Agreement, upon consummation of the Merger, each
holder of a then outstanding director or employee stock option, other than any
such options that are held by any director of the Company or any executive
officer (as that term is defined in Rule 16a-1(f) under the Exchange Act) of the
Company that were granted (or deemed granted) at any time on or after the date
that is six months prior to

A-8
<PAGE> 25

the consummation of the Merger ("Recent Insider Options"), will be entitled
(whether or not such option is then exercisable) to receive in consideration of
cancellation of such option (and any outstanding stock appreciation right
related thereto) a cash payment from the Company in an amount equal to the
difference between the price per Share each holder of Shares will receive in the
Merger and the per Share exercise price of such option, multiplied by the number
of shares covered by such option. As a result, directors and executive officers
of the Company will be able to exercise outstanding options (with the exception
of Recent Insider Options) and receive in the Merger an aggregate of $790,522 in
consideration of cancellation of such options. It is the intention of the
parties to the Merger Agreement that the Recent Insider Options will be
cancelled no later than six months after the Effective Date and the
consideration to be paid for the cancellation of each Recent Insider Option
shall be the Option Consideration multiplied by the number of shares covered by
such option.

A-9
<PAGE> 26

EXECUTIVE OFFICER COMPENSATION

The following table sets forth a summary of the compensation paid by the
Company during the last three fiscal years ended December 31, 1991, 1992 and
1993, to its Chief Executive Officer at the end of 1993, the Company's four
other most highly compensated executive officers, and a former Chief Executive
Officer who served during 1993. During the last three fiscal years, none of the
named executive officers received any restricted stock awards or long-term
incentive payouts nor did any of the named executive officers receive any other
annual compensation except as set forth below.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION ------------ ALL OTHER
---------------------- OPTIONS/ COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) (#)(1) ($)(2)
--------------------------- ---- --------- -------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Larry Soll(6) 1991 $ 138,750 $ -- 12,750 $ 16,057
Chief Executive Officer 1992 90,833 -- 14,000 8,375
and Chairman 1993 157,916 -- 94,250 5,418
Gregory B. Abbott(3)(6) 1991 $ 165,900 $ -- 19,500 $ 16,057
Executive Vice President 1992 121,109 -- 14,000 8,375
1993 191,996 -- 110,600 5,418
Kenneth J. Collins(3)(4) 1991 $ 78,159 $ -- 47,000 $ 1,300
Executive Vice President, 1992 145,250 -- 16,000 8,375
Finance and Administration 1993 154,416 -- 110,600 5,418
Robert C. Thompson(3) 1991 $ 165,900 $ -- 19,500 $ 16,057
Executive Vice President, 1992 187,150 750 18,000 8,375
Research and Clinical Affairs 1993 191,996 500 111,000 5,418
Mark D. Young(3) 1991 $ 122,733 $ -- 27,000 $ 16,057
Executive Vice President, 1992 147,900 4,375 23,000 8,375
Technical Operations 1993 155,673 -- 122,600 5,418
Jon S. Saxe(5) 1991 $ 220,000 $55,000 27,000 $ 16,057
Former President and CEO 1992 246,000 90,000 18,000 8,375
1993 72,769 60,000 15,000 272,199
</TABLE>

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

(1) In May 1993, the Compensation Committee of the Board authorized the
replacement of outstanding stock options with exercise prices greater than
$15 per share that were held by any then-current employees. The new options
have a four-year vesting schedule from the original grant date (as opposed
to the original three-year schedule), a term ending in 2003 and an exercise
price of $10.625, an amount equal to the market price of the Company's
Common Stock on May 7, 1993. For each employee, the receipt of the
replacement grant was subject to the employee's consent to cancellation of
the original grant. Dr. Soll consented to the cancellation of 35,750 option
shares; Mr. Abbott, 50,300; Mr. Collins, 52,100; Dr. Thompson, 52,500 and
Dr. Young, 64,100. In August 1994, the Compensation Committee of the Board
of Directors voted to reprice employee stock options with exercise prices
greater than $7.00 per share to the market price of the Company's Common
Stock on the day of repricing of $4.75 per share. The replacement options
are exercisable for two shares for every three shares represented by the
options cancelled. See "CERTAIN RELATIONSHIPS, TRANSACTIONS AND
ARRANGEMENTS."

(2) In 1988, an Employee Stock Ownership Plan (ESOP) was approved by the
Company's stockholders and is intended as a retirement plan for employees.
Shares of the Company's Common Stock are distributed through the ESOP to all
employees. Each employee of the Company on the last day of the fiscal year
is allotted a number of shares of the Company's Common Stock through the
ESOP. The number of shares allocated is established using a formula based on
salary. For the year ended December 31, 1992, the Company distributed
through the ESOP shares of the Company's Common Stock valued at $7,075 to
each of the listed individuals. For the year ended December 31, 1993, the
Company distributed through the ESOP shares of the Company's Common Stock
valued at $4,118 to each of Dr. Soll, Mr. Abbott, Mr. Collins, Dr. Thompson
and Dr. Young. The ESOP has a five-year vesting plan. At the time of Mr.
Saxe's resignation, he was 60 percent vested in the ESOP. Also, for the
years ended December 31,

A-10
<PAGE> 27

1992 and December 31, 1993, the Company made matching contributions of
$1,300 to each of the listed individual's 401(k) plans. The amount for Mr.
Saxe for the year ended December 31, 1993 includes $75,000 in consulting
fees, $150,000 for the settlement of certain claims and $45,899 which was
paid or reimbursed to Mr. Saxe for certain legal or other expenses, all as
set forth in his termination agreement. See "CERTAIN RELATIONSHIPS,
TRANSACTIONS AND ARRANGEMENTS." As set forth in the rules and regulations of
the Securities and Exchange Commission, amounts reported as "All Other
Compensation" for 1991 have not been identified individually.

(3) In April 1993, Mr. Collins, Dr. Thompson and Dr. Young each voluntarily
agreed to a reduction in salary. As of December 31, 1993, Dr. Thompson's
reduced annual salary was $185,000; Mr. Collins' and Dr. Young's reduced
annual salaries were each $150,000. The reduced salaries, which were in
effect until May 23, 1994, were not deemed reductions in salaries for
purposes of each individual's employment agreement. Also in April 1993, Mr.
Abbott voluntarily agreed to a reduction in salary. His reduced annual
salary of $185,000 was in effect until May 1994, when the Company and Mr.
Abbott entered into a new employment agreement. See "CERTAIN RELATIONSHIPS,
TRANSACTIONS AND ARRANGEMENTS."

(4) Mr. Collins was employed by the Company from 1982 through August 1991, and
has been employed by the Company since 1992. Following Mr. Collins'
resignation in August 1991, his stock options to purchase 47,000 shares were
cancelled. In December 1991, pursuant to a new employment agreement with the
Company, Mr. Collins was granted stock options to purchase 47,000 shares of
the Company's Common Stock.

(5) Mr. Saxe resigned as President and Chief Executive Officer and a Director of
the Company in April 1993. At the time of his resignation, two-thirds of his
1991 stock option grant had vested and one-third of his 1992 stock option
grant had vested. The portions of his stock option grants that had not
vested were cancelled at the time of his resignation.

(6) In May 1994, Mr. Abbott was appointed President and Chief Executive Officer
of the Company. Dr. Soll, the former Chief Executive Officer, remained
Chairman of the Board.

A-11
<PAGE> 28

The following table sets forth information on option grants made during the
fiscal year ended December 31, 1993 to the named executive officers. None of the
named executive officers received any stock appreciation rights (SARs) during
that year.

OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------------- POTENTIAL REALIZABLE VALUE
% OF TOTAL AT ASSUMED ANNUAL RATES OF
OPTIONS STOCK PRICE APPRECIATION
OPTIONS GRANTED TO EXERCISE OR FOR OPTION TERM
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION ----------------------------
NAME (#)(1) FISCAL 1993 ($/SHARE) DATE 0% ($) 5% ($) 10% ($)
---- ------- ------------ ----------- ---------- ------ ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Larry Soll........... 9,000(2) 52.750 02/02/2003 298,567 756,629
6,000 9.625 04/23/2003 36,318 92,038
35,750(3) 3.64 10.625 05/07/2003 238,881 605,373
3,500(4) 10.750 09/30/2003 23,662 59,964
40,000 13.250 11/04/2003 333,314 844,683
Gregory B. Abbott.... 15,000(2) 52.750 02/02/2003 497,612 1,261,048
1,800(2) 48.250 02/16/2003 54,619 138,416
50,300(3) 4.27 10.625 05/07/2003 336,104 851,755
3,500(4) 10.750 09/30/2003 23,661 59,964
40,000 13.250 11/04/2003 333,314 844,683
Kenneth J. Collins... 14,100(2) 52.750 02/02/2003 467,756 1,185,385
900 9.625 04/23/2003 5,447 13,805
52,100(3) 4.27 10.625 05/07/2003 348,132 882,234
3,500(4) 10.750 09/30/2003 23,662 59,964
40,000 13.250 11/04/2003 333,314 844,683
Robert C. Thompson... 15,000(5) 52.750 02/02/2003 497,612 1,261,048
52,500(6) 4.28 10.625 06/24/2003 72,187 468,361 1,076,244
3,500(4) 10.750 09/30/2003 23,662 59,964
40,000 13.250 11/04/2003 333,314 844,683
Mark D. Young........ 14,100(2) 52.750 02/02/2003 467,756 1,185,385
900 9.625 04/23/2003 5,447 13,805
64,100(3) 4.73 10.625 05/07/2003 428,316 1,085,438
3,500(4) 10.750 09/30/2003 23,662 59,964
40,000 13.250 11/04/2003 333,314 844,683
Jon S. Saxe.......... 15,000(7) .58 52.750 02/02/2003 497,612 1,261,048
</TABLE>

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

(1) Options granted in 1993 have a three-year vesting schedule in equal
increments and a ten-year term, with the exception of those options granted
on May 7, 1993 (see footnote 3).

(2) These options were cancelled on May 7, 1993 in exchange for a replacement
grant (see footnote 3).

(3) On May 7, 1993, the Compensation Committee of the Board authorized
replacement of outstanding stock options with exercise prices greater than
$15 per share held by all then-current employees. The new options have a
four-year vesting schedule from the original grant date (as opposed to the
original three-year schedule), and an exercise price equal to the market
price of the Company's Common Stock on May 7, 1993. For each employee, the
receipt of the replacement grant was subject to the employee's consent to
the cancellation of the original grants. In August 1994, the Compensation
Committee of the Board voted to reprice employee stock options with exercise
prices greater than $7.00 per share to the market price of the Company's
Common Stock on the day of repricing of $4.75 per share. The replacement
options are exercisable for two shares for every three shares represented by
the options cancelled. See "CERTAIN RELATIONSHIPS, TRANSACTIONS AND
ARRANGEMENTS."

(4) These options were granted as part of the annual performance review process.
No salary increases were given to officers and director level employees in
1993.

(5) This option grant was cancelled on June 24, 1993 in exchange for a
replacement grant (see footnote 6).

(6) On June 24, 1993, the Compensation Committee of the Board authorized
replacement of Dr. Thompson's outstanding stock options with exercise prices
greater than $15 per share. The new

A-12
<PAGE> 29

options have a four-year vesting schedule from the original grant date (as
opposed to the original three-year schedule), and an exercise price equal to
the market price of the Company's Common Stock on May 7, 1993. The receipt
of the replacement grant was subject to Dr. Thompson's consent to the
cancellation of the original grants. In August 1994, the Compensation
Committee of the Board voted to reprice employee stock options with exercise
prices greater than $7.00 per share to the market price of the Company's
Common Stock on the day of repricing of $4.75 per share. The replacement
options are exercisable for two shares for every three shares represented by
the options cancelled. See "CERTAIN RELATIONSHIPS, TRANSACTIONS AND
ARRANGEMENTS."

(7) Mr. Saxe resigned as President and Chief Executive Officer and a Director of
Synergen in April 1993. At the time of his resignation, this stock option
grant was cancelled.

The following table sets forth information on option exercises in the
fiscal year 1993 by the named executive officers and the value of such officers'
unexercised options at December 31,1993. None of the named executive officers
hold stock appreciation rights.

AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT FISCAL IN-THE-MONEY OPTIONS AT
YEAR-END FISCAL YEAR-END($)(2)
NUMBER OF SHARES VALUE REALIZED ------------------------- -------------------------
NAME ACQUIRED ON EXERCISE (1)($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- -------------------- -------------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Larry Soll............. 31,250 $ 287,708 52,376/65,374 $173,136/32,093
Gregory B. Abbott...... 40,000 390,167 111,750/70,550 528,375/29,975
Kenneth J. Collins..... 23,500 135,979 59,000/77,500 124,708/39,837
Robert C. Thompson..... -0- -0- 131,250/71,750 665,437/30,875
Mark D. Young.......... 4,000 37,667 85,750/79,250 398,667/37,400
Jon S. Saxe(3)......... 266,500 2,407,042 -0- -0-
</TABLE>

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

(1) The value realized is equal to the market price of the shares on the date of
exercise less the exercise price. Mr. Abbott, Mr. Collins, Dr. Soll and Dr.
Young have not sold the underlying stock from the options they exercised in
1993.

(2) The value of unexercised in-the-money options is calculated based on the
market price per share at December 31, 1993 ($11.375), less the exercise
price.

(3) Mr. Saxe resigned as President and Chief Executive Officer and a Director of
the Company in April 1993.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS

The Compensation Committee of the Company's Board of Directors currently is
comprised of Glenn S. Utt, Jr., Arthur H. Hayes, Jr., and David I. Hirsh. Dr.
Hirsh is a founder of Synergen and served initially as Vice President, Director
of Research and later as Executive Vice President of Synergen until June 1990
when he resigned as an employee of Synergen. Dr. Hirsh became a member of the
Compensation Committee in May 1992.

A-13
<PAGE> 30

REPORT ON REPRICING OF OPTIONS1

In April 1993, the Compensation Committee of the Board of Directors voted
to cancel and re-grant employee stock options with exercise prices greater than
$15 per share. The Committee approved this action because it believes retaining
key employees is in the best interests of the stockholders and the Company.
During the spring of 1993, following the decline in the stock price and a major
restructuring which included a significant number of employee terminations, key
employees were being contacted by companies and agencies about employment
opportunities elsewhere. The Committee believes re-pricing of the options was
the most effective employment retention tool available. None of the Committee
members' stock options were re-priced in 1993. In 1988, following an overall
decline in the stock market, the Company repriced outstanding options.

The Compensation Committee of the Board of Directors
Glenn S. Utt, Jr.
Arthur H. Hayes
David I. Hirsh
DATED: April 15, 1994

The following table lists all of the options held by each of the executive
officers of the Company that have been repriced within the ten-year period
ending December 31, 1993. The Company has never granted stock appreciation
rights.

OPTION REPRICING TABLE
TEN-YEAR OPTION REPRICINGS

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

1This report of the Compensation Committee of the Board of Directors appeared
in the Definitive Proxy Statement for the Company's Annual Meeting of
Stockholders held in May 1994. In August 1994, the Compensation Committee of the
Board of Directors voted to reprice employee stock options with exercise prices
greater than $7.00 per share to the market price of the Company's Common Stock
on the day of repricing of $4.75 per share. The replacement options are
exercisable for two shares for every three shares represented by the options
cancelled. The replacement options are exercisable for two shares for every
three shares represented by the options cancelled. See "CERTAIN RELATIONSHIPS,
TRANSACTIONS AND ARRANGEMENTS."

A-14
<PAGE> 31

<TABLE>
<CAPTION>
LENGTH OF
ORIGINAL OPTION
NUMBER OF MARKET PRICE EXERCISE PRICE TERM REMAINING
OPTIONS OF STOCK AT AT TIME OF AT
REPRICED OR TIME OF REPRICING OR NEW DATE OF
AMENDED REPRICING OR AMENDMENT EXERCISE REPRICING
DATE (#) AMENDMENT($) ($) PRICE($) OR AMENDMENT
-------- ----------- ------------ -------------- -------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Paul J. Hastings* 05/07/93 6,000 10.625 16.167 10.625 5 years 357 days
05/07/93 1,500 10.625 26.333 10.625 6 years 104 days
05/07/93 1,000 10.625 48.000 10.625 6 years 167 days
05/07/93 6,000 10.625 32.250 10.625 6 years 357 days
05/07/93 10,000 10.625 57.500 10.625 9 years 266 days
05/07/93 6,000 10.625 52.750 10.625 9 years 271 days
James Redenbarger 04/04/88 3,000 4.083 5.917 4.083 6 years 118 days
04/04/88 3,000 4.083 6.667 4.083 7 years 144 days
05/07/93 6,750 10.625 16.167 10.625 5 years 357 days
05/07/93 2,250 10.625 26.333 10.625 6 years 104 days
05/07/93 1,000 10.625 48.000 10.625 6 years 167 days
05/07/93 7,000 10.625 32.250 10.625 6 years 357 days
05/07/93 10,000 10.625 52.750 10.625 7 years 77 days
05/07/93 5,000 10.625 44.125 10.625 7 years 126 days
05/07/93 8,000 10.625 52.750 10.625 9 years 271 days
Geoffrey Slaff 04/04/88 1,500 4.083 6.667 4.083 7 years 144 days
04/04/88 1,500 4.083 4.917 4.083 7 years 314 days
05/07/93 9,000 10.625 16.167 10.625 5 years 357 days
05/07/93 1,500 10.625 26.333 10.625 6 years 104 days
05/07/93 10,000 10.625 32.250 10.625 6 years 357 days
05/07/93 5,000 10.625 44.125 10.625 7 years 126 days
05/07/93 10,000 10.625 57.500 10.625 9 years 266 days
05/07/93 7,000 10.625 52.750 10.625 9 years 271 days
Larry Soll 04/04/88 15,000 4.083 7.083 4.083 7 years 122 days
05/07/93 12,750 10.625 16.167 10.625 5 years 357 days
05/07/93 14,000 10.625 32.250 10.625 6 years 357 days
05/07/93 9,000 10.625 52.750 10.625 9 years 271 days
Sharon E. Tetlow 05/07/93 10,000 10.625 45.125 10.625 7 years 50 days
05/07/93 2,000 10.625 42.250 10.625 9 years 287 days
Robert C. Thompson 04/04/88 9,000 4.083 5.917 4.083 6 years 118 days
04/04/88 6,000 4.083 7.083 4.083 9 years 122 days
04/04/88 3,000 4.083 6.667 4.083 7 years 144 days
06/24/93 19,500 12.000 16.167 10.625 5 years 309 days
06/24/93 18,000 12.000 32.250 10.625 6 years 309 days
06/24/93 15,000 12.000 52.750 10.625 9 years 223 days
Mark D. Young 04/04/88 7,500 4.083 5.917 4.083 6 years 118 days
04/04/88 3,000 4.083 7.083 4.083 9 years 122 days
04/04/88 3,000 4.083 6.667 4.083 7 years 144 days
05/07/93 27,000 10.625 16.167 10.625 5 years 357 days
05/07/93 18,000 10.625 32.250 10.625 6 years 357 days
05/07/93 5,000 10.625 44.125 10.625 7 years 126 days
05/07/93 14,100 10.625 52.750 10.625 9 years 271 days
</TABLE>

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

* No longer an executive officer of the Company.

COMPENSATION COMMITTEE REPORT2

The Board of Directors of Synergen established a Compensation Committee
(the "Committee") in 1986 to review and approve equity and cash compensation of
executive officers and equity compensation for all

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

2This report of the Compensation Committee of the Board of Directors appeared
in the Definitive Proxy Statement for the Company's Annual Meeting of
Stockholders held in May 1994. The report was written prior to the appointment
of Gregory B. Abbott as President and Chief Executive Officer of the Company.

A-15
<PAGE> 32

employees. The Committee believes all employees play a critical role in the
Company's ultimate success, and thus all employees are eligible for the
Company's equity and cash compensation plans.

Synergen is in the research and development stage and does not receive
revenues from the sale of its products. Consequently, the Committee does not
deem it appropriate to base its compensation decisions on traditional financial
measures of performance, including return on equity or sales. Synergen is
currently funding its research and product development (including salaries)
primarily from cash reserves that were received from past public offerings of
equity securities.

The Committee believes that, in general, employees' salaries (including
those of executive officers) should be at the mid-point of the industry labor
market and that, employees be rewarded based on performance -- individual, team
and corporate. However, because of the Company's need to conserve cash, the
Committee did not authorize salary increases for any of the Company's officers
this year and salary increases for employees in general were lower than salary
increases in recent past years. The Committee believes equity compensation --
in the form of stock options and stock bonuses -- is an excellent incentive for
all employees, including executive officers, and serves to align the interests
of the employees, executive officers and stockholders. In awarding equity
compensation and in determining the mid-point of industry standards, the
Committee reviewed independent surveys of pharmaceutical and biotechnology
companies and executive compensation disclosures from biotechnology companies
with similar, higher and lower market capitalizations.

Following the close of each fiscal year, the Committee approves annual
performance-based stock option grants to employees (including the named
executive officers). The Committee approves a total pool of options to be
distributed Company-wide and approves final allocations. The allocation process
and recommendations are determined by management and the human resources
department based upon salary, responsibilities and work performance. All
employees who have met certain employment service criteria are eligible for
awards and approximately two-thirds of the eligible employees received awards in
1993. The awards had a three-year vesting schedule and a ten-year term. Each of
the named executive officers received an annual performance-based stock option
grant in February 1993 to purchase between 9,000 and 15,000 shares of the
Company's common stock. These awards were consistent with the awards granted to
executive officers in previous years.

In February 1993, the Company obtained the results of its initial Phase III
clinical trial of ANTRIL for sepsis and plans for marketing ANTRIL for sepsis in
the United States were delayed. Following the announcement of the clinical trial
results, the price of the Company's common stock dropped significantly. The
annual performance-based stock option awards were made prior to this
announcement. On May 7, 1993, the Company cancelled the February 1993 annual
stock option grants to Dr. Soll, Mr. Abbott, Mr. Collins, Dr. Thompson and Dr.
Young and all other then-current employees and granted new stock options at the
fair market value on May 7, 1993. These new options have a four-year vesting
schedule rather than the three-year vesting schedule for the cancelled grants.
Other stock options which were held by Dr. Soll, Mr. Abbott, Mr. Collins, Dr.
Thompson and Dr. Young and other then-current employees were also cancelled and
regranted on May 7, 1993. See "Report on Repricing of Options" and "Option
Repricing Table."

In April 1993, Mr. Saxe resigned as President and Chief Executive Officer.
Following his resignation, the Board of Directors named Dr. Soll as Chief
Executive Officer and appointed four other executive officers -- Mr. Abbott, Mr.
Collins, Dr. Thompson and Dr. Young -- to the Office of the President. These
five individuals were charged with evaluating the Company's operations, reducing
the Company's staff, setting priorities for the Company and cutting or deferring
the least-promising research and clinical programs in an effort to conserve
cash.

As the first move to conserve cash, each of the members of the Office of
the President, upon their appointments to this office, voluntarily agreed to
reduce their salaries by approximately 10 percent. Although the Committee did
not mandate these salary reductions, it is supportive of them. Dr. Soll, who had
been working part-time until his appointment as Chief Executive Officer, agreed
to a salary equal to the reduced salary being received by the two highest paid
named executive officers. The Committee also authorized a grant of stock options
to purchase 6,000 shares of common stock to Dr. Soll upon his appointment to
CEO. This grant was made to make Dr. Soll's stock option grants equal to those
received by the members of the Office of

A-16
<PAGE> 33

the President thus far in 1993. Because of the Company's need to conserve cash,
Dr. Soll has not received any cash bonuses or salary increases.

In September 1993, the Committee authorized using stock option awards in
place of cash salary increases for the named executive officers and certain
other employees. The Committee awarded one option share for each $3 of salary
increase it would have given the employee had salary increases been made. Each
of the named executive officers received 3,500 shares as part of this program.

The Committee believes the salaries of its five top executive officers are
less than industry standards; however, given the special circumstances of the
Company, the Committee believes it more appropriate to reward its top officers
with equity rather than cash. In November 1993, the Committee, with Dr. Hirsh
abstaining, approved grants of stock options to purchase 40,000 shares of common
stock to each of Dr. Soll, Mr. Abbott, Mr. Collins, Dr. Thompson and Dr. Young.
By the end of 1993, these executive officers had achieved their task of
restructuring the Company, setting clear priorities, and keeping the Company on
target with its goals in a very difficult year. The Committee believes the stock
option awards will benefit the Company and the stockholders if these awards
serve as personal motivation to the executive officers and as a retention plan
to keep the officers at the Company. The Committee concluded that the 40,000
share awards were appropriate in consideration of stock option awards granted to
chief executive officers, presidents and executive vice presidents of other
companies.

In February 1993, prior to his resignation, Mr. Saxe received a cash bonus
under the terms of his employment agreement and based upon the Company's
accomplishments of key objectives as set forth in the Company's strategic plan.
Following Mr. Saxe's resignation, the Committee was authorized by the Board of
Directors to negotiate a severance arrangement that was satisfactory to Mr. Saxe
and the Company. In these negotiations, the Committee considered the terms of
Mr. Saxe's employment agreement dated September 6, 1989 and the services Mr.
Saxe had provided and would continue to provide to the Company. Under the
termination agreement, Mr. Saxe was and is to be compensated a flat fee for
consulting services for a period of 2 1/2 years ending in October 1995. The
agreement also provides for certain other reimbursements. (See "Certain
Employment Agreements").

Provisions of the Internal Revenue Code limit, with certain exceptions, the
deductibility by the Company for federal income tax purposes of an employee's
annual compensation exceeding $1 million. None of the Company's current named
executive officers have received otherwise deductible compensation exceeding
this limit and the Company has not yet determined how these rules will affect
its decisions as to compensation arrangements adopted in the future.

The Committee does not administer the Stock Option Plan for Non-Employee
Directors which was approved by stockholders in 1992. Under that plan, options
are automatically granted on a formula basis set forth in the plan.

The Compensation Committee of the Board of
Directors

Glenn S. Utt, Jr.
Arthur H. Hayes, Jr.
Dated: April 15, 1994 David I. Hirsh

A-17
<PAGE> 34

PERFORMANCE GRAPH

The stock price performance graph depicted below shall not be deemed
incorporated by reference by any general statement incorporating by reference
this information statement into any filing under the Securities Act of 1933 or
under the Securities Act of 1934. The stock price performance on the graph is
not necessarily an indicator of future price performance.

The graph below compares the cumulative return of Synergen against the
Total Return Index for the NASDAQ Stock Market and the Total Return Index for
the NASDAQ Pharmaceutical Stocks. The cumulative return depicted is based upon
an initial investment of $100 over five years. The two NASDAQ indexes were
prepared for NASDAQ by the Center for Research Studies in Securities Prices at
the University of Chicago.

As required by the rules under the Securities Act of 1933, the cumulative
return of Synergen is based upon the last reported sale price of the common
stock as reported on the NASDAQ National Market System on the last trading day
of 1988, ($3.17), 1989 ($8.67), 1990 ($11.50), 1991 $(68.50), 1992 ($64.25) and
1993 ($11.375).

<TABLE>
<CAPTION>
NASDAQ
Measurement Period NASDAQ Stock Pharmaceuti-
(Fiscal Year Covered) Synergen Index (US) cal Index
<S> <C> <C> <C>
1988 100 100 100
1989 274 121 126
1990 363 103 151
1991 2,161 165 401
1992 2,027 192 334
1993 359 219 301
</TABLE>

A-18
<PAGE> 35

SCHEDULE I

DIRECTORS AND EXECUTIVE OFFICERS OF
PARENT AND PURCHASER

The following is a list of directors and executive officers of Parent and
Purchaser, from which Parent shall select the Designees to be elected to the
Company's Board of Directors upon the purchase by Purchaser pursuant to the
Offer of such number of shares that satisfies the Minimum Condition. The
information contained herein concerning Parent and Purchaser and their
respective directors and executive officers has been furnished by Parent and
Purchaser. The Company assumes no responsibility for the accuracy or
completeness of such information.

1. Directors and Executive Officers of Parent. The following table sets
forth the name and present position(s) with Parent of the directors and
executive officers of Parent.

<TABLE>
<CAPTION>
NAME POSITION(S) WITH PARENT
---- -----------------------
<S> <C>
Gordon M. Binder Chairman of the Board, Chief Executive Officer and Director
Kevin W. Sharer President, Chief Operating Officer and Director
Raymond F. Baddour Director
William K. Bowes, Jr. Director
Franklin P. Johnson, Jr. Director
Steven Lazarus Director
Edward J. Ledder Director
Gilbert S. Omenn Director
Bernard H. Semler Director
N. Kirby Alton Senior Vice President, Development
Robert K. Andren Senior Vice President, Operations
Robert S. Attiyeh Senior Vice President, Finance and Corporate Development
Dennis M. Fenton Senior Vice President, Sales and Marketing
Daryl D. Hill Senior Vice President, Asia Pacific
Larry A. May Vice President, Corporate Controller and Chief Accounting
Officer
Daniel Vapnek Senior Vice President, Research
Thomas E. Workman, Jr. Vice President, Secretary and General Counsel
Linda R. Wudl Vice President, Quality Assurance
</TABLE>

Set forth below with respect to each director and executive officer of
Parent is the present principal occupation or employment, and material
occupations, positions, offices or employments for the past five years of each
director and executive officer of Parent. Unless otherwise indicated, the
current business address of each person is c/o Amgen Inc., Amgen Center, 1840
DeHavilland Drive, Thousand Oaks, California 91320-1789. Each such person is a
citizen of the United States of America and unless otherwise indicated, each
person has held the position indicated above for the past five years.

MR. GORDON M. BINDER has served as a director of Parent since October 1988.
He joined Parent in 1982 as Vice President-Finance and was named Senior Vice
President-Finance in February 1986. In October 1988, Mr. Binder was elected to
the position of Chief Executive Officer. In July 1990, Mr. Binder was elected to
the position of Chairman of the Board.

MR. KEVIN W. SHARER has served as a director of Parent since November 1992.
He has served as President and Chief Operating Officer since October 1992. Prior
to joining Parent, Mr. Sharer served as President of the Business Markets
Division of MCI Communications Corporation, a telecommunications company, from
April 1989 to October 1992 and served in numerous executive capacities at
General Electric Company from February 1984 to March 1989.

I-1
<PAGE> 36

DR. RAYMOND F. BADDOUR has served as a director of Parent since October
1980. Prior to July 1, 1989, Dr. Baddour was Lammot du Pont Professor of
Chemical Engineering at the Massachusetts Institute of Technology. As of July 1,
1989, Dr. Baddour became Lammot du Pont Professor Emeritus. Mr. Baddour's
business address is c/o CRB, Inc., Attn: Annette C. Baddour, 2600 Douglas Road,
Suite 602, Coral Gables, Florida 33134.

MR. WILLIAM K. BOWES, JR. has served as a director of Parent since April
1980. He has been a general partner of U.S. Venture Partners, a venture capital
investment entity, since July 1981. Mr. Bowes also serves as a director of
Glycomed Incorporated, Xoma Corporation, and a number of privately held U.S.
Venture Partners portfolio companies and serves as the President of Presidio
Management Group. Mr. Bowes's business address is U.S. Venture Partners, 2180
Sand Hill Road, Suite 300, Menlo Park, California 94025.

MR. FRANKLIN P. JOHNSON, JR. has served as a director of Parent since
October 1980. He is the general partner of Asset Management Partners, a venture
capital limited partnership. Mr. Johnson has been a private venture capital
investor for more than five years. He is also Chairman of the Board of Boole &
Babbage, Inc. and a director of BioSurface Technology, Inc., IDEC
Pharmaceuticals Corporation, Ross Stores, Inc., Tandem Computers Incorporated,
Teradyne Inc. and Trinzic Corporation. Mr. Johnson's business address is Asset
Management Partners, 2275 East Bayshore Road, Suite 150, Palo Alto, California
94303.

MR. STEVEN LAZARUS has served as a director of Parent since May 1987. He
has been the President and Chief Executive Officer of the Argonne National
Laboratory/The University of Chicago Development Corporation ("ARCH") since it
was formed in October 1986. ARCH is involved in the process of transforming
scientific discoveries into viable high technology products and services. He is
also the Managing Partner of ARCH Venture Fund, L.P. Mr. Lazarus also has been
associate dean at the Graduate School of Business, the University of Chicago,
since October 1986. Mr. Lazarus also serves as a director of Cobra Industries,
Inc., Illinois Superconductor Corporation and Primark Corporation; and as Vice
Chairman of the Board of Directors of The Northwestern Healthcare Network,
Chicago, Illinois. Mr. Lazarus' business address is ARCH Venture Partners, 135
South LaSalle Street, Suite 3702, Chicago, Illinois 60603.

MR. EDWARD J. LEDDER has served as a director of Parent since January 1991.
In April 1981, Mr. Ledder retired as Chairman and Chief Executive Officer of
Abbott Laboratories, a corporation in the principal business of developing and
providing human healthcare products, where he had been employed in various
executive positions since 1939. Mr. Ledder also serves as a director of Alliance
International Healthcare Fund.

DR. GILBERT S. OMENN has served as a director of Parent since January 1987.
He has been Dean of the School of Public Health and Community Medicine at the
University of Washington for more than five years. Dr. Omenn also is a director
of Immune Response Corporation and Rohm & Haas Company. Mr. Omenn's business
address is School of Public Health, SC-30, University of Washington, Seattle,
Washington 98195.

MR. BERNARD H. SEMLER has served as a director of Parent since August 1982.
He has been a management consultant since July 1982. From 1974 to July 1982, he
was Executive Vice President-Finance of Abbott Laboratories.

DR. N. KIRBY ALTON became Senior Vice President, Development, in August
1993, having served as Senior Vice President, Therapeutic Product Development,
since August 1992. Dr. Alton previously served as Vice President, Therapeutic
Product Development, Responsible Head, from October 1988 to August 1992 and as
Director, Therapeutic Product Development, from February 1986 to October 1988.

DR. ROBERT K. ANDREN became Senior Vice President, Operations, in August
1992, having served as Vice President, Manufacturing and Engineering, since July
1991. Dr. Andren had previously served as Vice President, Pharmaceutical
Manufacturing, from October 1988 to July 1991, and as Manager, Pharmaceutical
Manufacturing, from June 1985 to October 1988.

MR. ROBERT S. ATTIYEH joined Parent in July 1994 as Senior Vice President,
Finance and Corporate Development. Prior to joining Parent, Mr. Attiyeh served
as a director of McKinsey & Company from 1967.

DR. DENNIS M. FENTON became Senior Vice President, Sales and Marketing, in
August 1992, having served as Vice President, Process Development, Facilities
and Manufacturing Services since July 1991.

I-2
<PAGE> 37

Dr. Fenton had previously served as Vice President, Pilot Plant Operations and
Clinical Manufacturing, from October 1988 to July 1991, and as Director, Pilot
Plant Operations from 1985 to October 1988.

MR. DARYL D. HILL became Senior Vice President, Asia Pacific, in January
1994, having served as Vice President, Quality Assurance, from October 1988 to
January 1994 and as Director of Quality Assurance from January 1984 to October
1988.

MR. LARRY A. MAY became Vice President, Corporate Controller and Chief
Accounting Officer in October 1991, having served as Corporate Controller and
Chief Accounting Officer from October 1988 to October 1991 and as Controller
from January 1983 to October 1988.

DR. DANIEL VAPNEK became Senior Vice President, Research, in October 1988,
having served as Vice President, Research since January 1986.

MR. THOMAS E. WORKMAN, JR. was appointed Vice President, Secretary and
General Counsel in December 1992, having served as Acting General Counsel since
September 1992. Prior to joining the Company, Mr. Workman was an advisory
partner of Pillsbury Madison & Sutro, a law firm, from January 1992 to September
1992 and was a regular partner of Pillsbury Madison & Sutro from 1986 through
December 1991.

DR. LINDA R. WUDL became Vice President Quality Assurance in January 1994,
having served as Director of Quality Control from April 1991 to January 1994,
and as Manager of Quality Control from April 1987 to April 1991.

2. Directors and Executive Officers of Purchaser. The following table sets
forth the name and present position(s) with Purchaser of the directors and
executive officers of Purchaser.

<TABLE>
<CAPTION>
NAME POSITION(S) WITH PURCHASER
---- --------------------------
<S> <C>
Dr. N. Kirby Alton Director
Robert S. Attiyeh Director
Dr. Michael Bevilacqua Director
Dr. George Morstyn Director
Dr. Daniel Vapnek Director
Thomas E. Workman, Jr. Director, Chief Executive Officer, Secretary and Treasurer
</TABLE>

Set forth below with respect to each director and executive officer of
Purchaser (other than Messrs. Attiyeh and Workman and Drs. Alton and Vapnek) is
the present principal occupation or employment of such persons and material
occupations, position, offices or employments for the past five years of each
such person. All present positions set forth below are with Parent. Each such
person's business address is c/o Amgen Inc., Amgen Center, 1840 DeHavilland
Drive, Thousand Oaks, CA 91320-1789, and each person is a citizen of the United
States.

For information with respect to Messrs. Attiyeh and Workman and Drs. Alton
and Vapnek, please see the information set forth above with respect to their
positions with Parent.

DR. MICHAEL BEVILACQUA became a Vice President, Inflammation and Medicinal
Chemistry in October 1993. Prior to joining Parent Dr. Bevilacqua was an
Associate Investigator at the Howard Hughes Medical Institute in La Jolla,
California as well as an Associate Professor of Pathology at the University of
California at Davis from 1991 to 1993. Dr. Bevilacqua was an Assistant Professor
of Pathology at Harvard Medical School from 1987 to 1991.

DR. GEORGE MORSTYN became Vice President, Chemical Development and Chief
Medical Officer in August 1993, having served as Vice President Medical and
Clinical Affairs from April 1992 to August 1993. Between July 1991 and April
1992 Dr. Morstyn held other development related positions at Amgen. Between 1983
and 1991 Dr. Morstyn held various medical and research positions at the
University of Melbourne, the Royal Melbourne Hospital, Austin Hospital and the
Ludwig Institute for Cancer Research.

I-3
<PAGE> 38

MORGAN STANLEY

MORGAN STANLEY & CO.
INCORPORATED
1251 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
(212) 703-4000

ANNEX B

November 17, 1994

Board of Directors
Synergen, Inc.
1885 33rd Street
Boulder, CO 80301

Gentlemen:

We understand that Synergen, Inc. ("Synergen" or the "Company"), Amgen Inc.
("Amgen") and Amgen Acquisition Corp., a wholly owned subsidiary of Amgen
("Acquisition Sub") have entered into an Agreement and Plan of Merger, dated
November 17, 1994 (the "Merger Agreement"), which provides, among other things,
for (i) the commencement of Acquisition Sub of a tender offer (the "Tender
Offer") for all outstanding shares of common stock, par value $0.01 per share
(the "Common Stock") of Synergen for $9.25 per share net to the seller in cash,
and (ii) the subsequent merger (the "Merger") of Acquisition Sub with and into
Synergen. Pursuant to the Merger, Synergen will become a wholly owned subsidiary
of Amgen and each outstanding share of Common Stock, other than shares held in
treasury or held by Amgen or any affiliate of Amgen or as to which dissenters'
rights have been perfected, will be converted into the right to receive $9.25
per share in cash. The terms and conditions of the Tender Offer and the Merger
are more fully set forth in the Merger Agreement.

You have asked for our opinion as to whether the consideration to be
received by the holders of shares of Common Stock pursuant to the Merger
Agreement is fair from a financial point of view to such holders.

For purposes of the opinion set forth herein, we have;

(i) analyzed certain publicly available financial statements and other
information of the Company;

(ii) analyzed certain internal financial statements and other financial
and operating data concerning the Company prepared by the management
of the Company;

(iii) analyzed certain financial projections prepared by the management of
the Company;

(iv) discussed the past and current operations and financial condition
and the prospects of the Company with senior executives of the
Company;

(v) reviewed the reported prices and trading activity for the Common
Stock;

(vi) compared the financial performance of the Company and the prices and
trading activity of the Common Stock with that of certain other
comparable publicly-traded companies and their securities;

(vii) reviewed the financial terms, to the extent publicly available, of
certain comparable acquisition transactions;

(viii) participated in discussions and negotiations among representatives
of the Company, Amgen and certain other parties and their financial
and legal advisors;

(ix) considered the timing and resources, financial and other, required
to develop the Company's products;
<PAGE> 39

MORGAN STANLEY

(x) reviewed the Merger Agreement, and certain related documents; and

(xi) performed such other analyses as we have deemed appropriate.

We have assumed and relied upon without independent verification the
accuracy and completeness of the information reviewed by us for the purposes of
this opinion. With respect to the financial projections, we have assumed that
they have been reasonably prepared on bases reflecting the best currently
available estimates and judgments of the future financial performance of the
Company. We have not made any independent valuation or appraisal of the assets
of liabilities of the Company. Our opinion is necessarily based on economic,
market and other conditions as in effect on, and the information made available
to us as of, the date hereof.

We have acted as financial advisor to the Board of Directors of the Company
in connection with this transaction and will receive a fee for our services. In
the past, Morgan Stanley & Co. Incorporated and its affiliates have provided
financing services for Amgen and have received fees for the rendering of these
services.

It is understood that this letter is for the information of the Board of
Directors of the Company only and may not be used for any other purpose without
our prior written consent, except that this letter may be included as an exhibit
to the Schedule 14D-9 distributed to the stockholders of the Company.

Based on the foregoing, we are of the opinion on the date hereof that the
consideration to be received by the holders of shares of Common Stock pursuant
to the Merger Agreement is fair from a financial point of view to such holders.

Very truly yours,

MORGAN STANLEY & CO.
INCORPORATED

By: /s/ PETER N. CRNKOVICH
--------------------------
Peter N. Crnkovich
Managing Director
<PAGE> 40

[LOGO] ALEX. BROWN & SONS INCORPORATED
ESTABLISHED 1800 -- AMERICA'S OLDEST INVESTMENT
BANKING FIRM
REPLY TO: P.O. BOX 515
MEMBERS: NEW YORK STOCK EXCHANGE, INC. AND BALTIMORE, MD 21203
OTHER LEADING EXCHANGES

November 17, 1994
Board of Directors
Synergen, Inc.
1885 33rd Street
Boulder, CO 80301
Dears Sirs:

Synergen, Inc. (the "Company" or "Synergen"), Amgen Inc. (the "Parent" or
"Amgen") and Amgen Acquisition Subsidiary, Inc., a wholly-owned subsidiary of
Parent ("Purchaser") have entered into an Agreement and Plan of Merger dated as
of November 17, 1994 (the "Agreement"). Pursuant to the Agreement, Parent will
make a tender offer to purchase all of the issued and outstanding shares of
common stock, par value $0.01 per share, of Synergen ("Synergen Common Stock")
for $9.25 per share net to the seller in cash. You have requested our opinion
regarding the fairness, from a financial point of view, of the consideration to
be received by the stockholders of Synergen pursuant to the Agreement.

Alex. Brown & Sons Incorporated, as a customary part of its investment
banking business, is engaged in the valuation of businesses and their securities
in connection with mergers and acquisitions, negotiated underwritings, secondary
distribution of securities, private placements and valuations for corporate and
other purposes. We have served as financial advisor to the Board of Director of
Synergen in connection with the transaction and will receive a fee for our
services. In the past, we have provided various financing and financial advisory
services for Synergen and received customary fees for rendering such services.
We maintain a market in the common stock of Synergen and Amgen and regularly
publish research reports regarding the life sciences industry and the businesses
and securities of publicly owned companies in that industry, including Synergen
and Amgen.

In connection with this opinion, we have reviewed the Agreement and certain
publicly available financial information concerning Synergen. We have reviewed
certain internal financial analyses of Synergen made available to us by the
management of Synergen and have held discussions with members of the senior
management of Synergen regarding its business and prospects. In addition, we
have (i) reviewed the reported price and trading activity for the common stock
of Synergen, (ii) compared certain financial and stock market information for
Synergen with information for certain publicly traded companies which we deemed
similar to Synergen, (iii) reviewed the financial terms of certain recent
business combinations which we deemed comparable in whole or in part and (iv)
performed such other studies and analyses and took into account such other
matters as we considered appropriate.

We have assumed and relied upon, without independent verification, the
accuracy and completeness of the information reviewed by us for purposes of this
opinion. With respect to the financial projections used in our analyses, we have
assumed that they have been reasonably prepared on bases reflecting the best
currently available estimates and judgements of the senior management of
Synergen as to the likely future performance of Synergen. We have not made an
independent valuation or appraisal of the assets of Synergen, nor have we been
furnished with any such valuation or appraisal. Our opinion is based on market,
economic, financial and other conditions as they exist and can be evaluated as
of the date of this letter.

Based on the analysis described above and subject to the foregoing
limitations and qualifications, it is our opinion that the consideration to be
received by the stockholders of Synergen pursuant to the Agreement is fair from
a financial point of view to such stockholders as of the date of delivery of
this letter.

Very truly yours,

ALEX. BROWN & SONS INCORPORATED

ONE THIRTY-FIVE EAST BALTIMORE STREET, BALTIMORE, MARYLAND 21202 -- TELEPHONE:
410-727-1700 -- TELEX: 198186
<PAGE> 41

EXHIBIT INDEX

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------ ----------- ------------
<S> <C> <C>
2.1 Agreement and Plan of Merger, dated as of November 17, 1994, among
Parent, Purchaser and the Company....................................
10.1 Confidentiality Agreement between the Company and Amgen Inc. dated
August 22, 1994......................................................
10.2 Form of Indemnification Agreement between the Company and each of its
executive officers and directors.....................................
10.3 Employment Agreement dated as of May 19, 1994, Amendment to Executive
Officer Employment Agreement dated October 1, 1994, and Addendum No.
1 to Employment Agreement dated as of October 26, 1994, between Larry
Soll and the Company.................................................
10.4 Employment Agreement dated May 19, 1994, and Addendum No. 1 to
Executive Officer Employment Agreement dated as of October 26, 1994,
between Gregory Abbott and the Company...............................
10.5 Employment Agreement dated April 8, 1993, and Addendum No. 1 to
Executive Officer Employment Agreement dated as of October 26, 1994,
between Mark Young and the Company...................................
10.6 Employment Agreement dated April 8, 1993, and Addendum No. 1 to
Executive Officer Employment Agreement dated as of October 26, 1994,
between Robert Thompson and the Company..............................
10.7 Employment Agreement dated April 8, 1993, and Addendum No. 1 to
Executive Officer Employment Agreement dated as of October 26, 1994,
between Kenneth Collins and the Company..............................
10.8 Form of Employment Agreement between the Company and its vice
presidents and treasurer.............................................
20.1 The Company's Information Statement pursuant to Section 14(f) of the
Securities Exchange Act of 1934 and Rule 14f-1 thereunder*...........
20.2 Copy of Letter to Stockholders, dated November 23, 1994*.............
99.1 Press Release issued by the Company and Parent on November 18,
1994.................................................................
99.2 Opinions of Morgan Stanley & Co. Incorporated and Alex. Brown & Sons
Incorporated, dated November 17, 1994*...............................
</TABLE>

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

* Included in materials being distributed to stockholders of the Company.

<PAGE> 1
EXHIBIT 2.1

CONFORMED COPY

AGREEMENT AND PLAN OF MERGER

AMONG

AMGEN INC.

AMGEN ACQUISITION SUBSIDIARY, INC.

AND

SYNERGEN, INC.
<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
RECITALS......................................................................................... 1
AGREEMENT........................................................................................ 1

1. THE OFFER................................................................................... 1
1.1 The Offer............................................................................ 1
1.2 Company Action....................................................................... 2
1.3 Directors............................................................................ 3
2. THE MERGER.................................................................................. 3
2.1 The Merger........................................................................... 3
2.2 Effect of the Merger................................................................. 3
2.3 Consummation of the Merger........................................................... 3
2.4 Certificate of Incorporation; Bylaws; Directors and Officers......................... 4
2.5 Conversion of Securities............................................................. 4
2.6 Company Stock Options and Related Matters............................................ 4
2.7 Treatment of Warrants................................................................ 4
2.8 Exchange of Certificates............................................................. 5

3. REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER...................................... 5
3.1 Organization and Qualification....................................................... 5
3.2 Authority Relative to this Agreement................................................. 6
3.3 Compliance........................................................................... 6
3.4 Available Funds...................................................................... 6
3.5 Company Stock........................................................................ 6

4. REPRESENTATIONS AND WARRANTIES OF COMPANY................................................... 7
4.1 Organization and Qualification....................................................... 7
4.2 Subsidiaries......................................................................... 7
4.3 Capitalization....................................................................... 7
4.4 Authority Relative to this Agreement................................................. 8
4.5 Compliance........................................................................... 8
4.6 Commission Filings................................................................... 8
4.7 Absence of Undisclosed Liabilities................................................... 9
4.8 Litigation........................................................................... 9
4.9 Board Recommendation; Qualifying Offer............................................... 9
4.10 Compliance with Law.................................................................. 9
4.11 Changes.............................................................................. 9
4.12 Taxes................................................................................ 10
4.13 Title to Properties; Condition of Properties......................................... 10
4.14 Contracts............................................................................ 11
4.15 Employee Benefit Plans............................................................... 11
4.16 Compliance With Legislation Regulating Environmental Quality......................... 14
4.17 Labor Matters........................................................................ 15
4.18 Absence of Questionable Payments..................................................... 15
4.19 Intellectual Property................................................................ 15
4.20 Cash and Cash Equivalents and Short-term Investments................................. 15
</TABLE>

i
<PAGE> 3

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
5. CONDUCT OF BUSINESS PENDING THE MERGER...................................................... 16
5.1 Ordinary Course of Business.......................................................... 16
5.2 Preservation of Organization......................................................... 16
5.3 Capitalization Changes............................................................... 16
5.4 Sale of Assets....................................................................... 16
5.5 Dividends and Repurchases............................................................ 16
5.6 Acquisitions......................................................................... 16
5.7 Indebtedness......................................................................... 16
5.8 Severance and Termination Pay........................................................ 16
5.9 Employee Benefits.................................................................... 17
5.10 Tax Election......................................................................... 17
5.11 Subsequent Financials................................................................ 17

6. ADDITIONAL AGREEMENTS....................................................................... 17
6.1 Proxy Statement...................................................................... 17
6.2 Meeting of Stockholders of Company; Voting and Disposition of the Shares............. 17
6.3 Stock Options........................................................................ 18
6.4 Fees and Expenses.................................................................... 18
6.5 Additional Agreements................................................................ 18
6.6 No Solicitation of Transactions...................................................... 18
6.7 Notification of Certain Matters...................................................... 19
6.8 Access to Information................................................................ 19
6.9 Officers' and Directors' Insurance; Indemnification.................................. 19
6.10 Severance............................................................................ 20
6.11 Liquidated Damages................................................................... 20

7. CONDITIONS.................................................................................. 20
7.1 Conditions to Obligation of Each Party to Effect the Merger.......................... 20

8. TERMINATION, AMENDMENT AND WAIVER........................................................... 20
8.1 Termination.......................................................................... 20
8.2 Effect of Termination................................................................ 21
8.3 Amendment............................................................................ 21
8.4 Waiver............................................................................... 21

9. GENERAL PROVISIONS.......................................................................... 22
9.1 Brokers.............................................................................. 22
9.2 Public Statements.................................................................... 22
9.3 Notices.............................................................................. 22
9.4 Interpretation....................................................................... 22
9.5 Representations and Warranties; Etc.................................................. 23
9.6 Miscellaneous........................................................................ 23

Annex I.......................................................................................... I-1
</TABLE>

ii
<PAGE> 4

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of November
17, 1994, is among Amgen Inc., a Delaware corporation ("Parent"), Amgen
Acquisition Subsidiary, Inc., a Delaware corporation and a wholly owned
subsidiary of Parent ("Purchaser") and Synergen, Inc., a Delaware corporation
("Company").

RECITALS

A. The respective Boards of Directors of Parent, Purchaser and Company
have approved the acquisition of Company pursuant to the terms of this
Agreement.

B. In furtherance of such acquisition it is proposed that Purchaser will
make a tender offer (the "Offer") to purchase all of the issued and outstanding
shares of Common Stock, par value $0.01 per share, of Company (the "Common
Stock"), together with all of the associated rights to purchase units of Series
A Junior Participating Preferred Stock, par value $0.01 per share, of Company
(the "Rights"), for $9.25 per share net to the seller in cash. The Common Stock
and the Rights are hereinafter collectively referred to as the "Shares."

C. The Board of Directors of Company (the "Board of Directors") has duly
approved the Offer and resolved to recommend its acceptance by Company's
stockholders.

D. The respective Boards of Directors of Parent, Purchaser and Company
have each duly approved the merger of Purchaser and Company (the "Merger")
following consummation of the Offer, in accordance with the General Corporation
Law of the State of Delaware (the "Delaware Law").

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained and for other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, Parent, Purchaser and Company hereby
agree as follows:

1. THE OFFER

1.1 The Offer.

(a) Provided that this Agreement shall not have been terminated pursuant to
Section 8.1 and that none of the events set forth in Annex I hereto shall have
occurred, Purchaser shall, and Parent shall cause Purchaser to, as soon as
practicable after the date hereof, and in any event within five business days of
the day on which the proposed Offer is announced, commence (within the meaning
of Rule 14d-2(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) the Offer for all of the outstanding Shares at a price of $9.25
per Share net to the seller in cash.

(b) The obligations of Purchaser to consummate the Offer and to accept for
payment and pay for any of the Shares tendered shall be subject only to the
conditions set forth on Annex I, including the condition that a minimum of not
less than a majority of the Shares outstanding on a fully diluted basis
(including for purposes of such calculation all Shares issuable upon exercise of
outstanding Options (as defined in Section 2.6), but excluding for purposes of
such calculation all Shares issuable upon exercise of outstanding Warrants (as
defined in Section 2.7), Rights and any other rights or securities to purchase
or acquire the Shares) being validly tendered and not withdrawn prior to the
expiration of the Offer (the "Minimum Condition"). The Offer shall remain open
for a minimum of 20 business days after commencement of the Offer as provided in
Rule 14e-1 promulgated by the Commission (the "Expiration Date"), unless
Purchaser extends the Offer as permitted by this Agreement, in which case the
"Expiration Date" means the latest time and date to which the Offer is extended.

(c) Purchaser reserves the right to waive any conditions to the Offer,
other than the Minimum Condition, to increase the price per Share payable in the
Offer or to make any other changes in the terms and
<PAGE> 5

conditions of the Offer; provided, however, that no such change may be made
which decreases the price per Share, changes the form of consideration payable
in the Offer, reduces the maximum number of Shares to be purchased in the Offer,
imposes conditions to the Offer in addition to those set forth in Annex I or
amends any other material term of the Offer in a manner materially adverse to
Company's stockholders without Company's prior written consent; provided,
further, however, that notwithstanding the foregoing Purchaser may waive the
Minimum Condition if Purchaser after consultation with Company, upon
consummation of the Offer, accepts for payment and pays for a majority of the
Shares outstanding at the time of such consummation. The Offer may not, without
Company's prior written consent, be extended, except as necessary to provide
time to satisfy the conditions set forth in Annex I; provided, however, that
Purchaser may extend (and re-extend) the Offer for up to a total of 10 business
days, if as of the initial Expiration Date, there shall not have been validly
tendered and not withdrawn at least 90% of the outstanding Shares so that the
Merger can be effected without a meeting of Company's stockholders in accordance
with the Delaware Law. Purchaser agrees that if all conditions set forth in
Annex I are satisfied on the initial Expiration Date, other than the Minimum
Condition or the condition set forth in paragraph (b) of Annex I, Purchaser
shall extend (and re-extend) the Offer for up to a maximum of 20 business days
to provide time to satisfy either such conditions, so long as all such other
conditions remain satisfied.

(d) The Offer shall be made by means of an offer to purchase (the "Offer to
Purchase") containing the terms set forth in this Agreement and the conditions
set forth in Annex I. As soon as practicable on the date of commencement of the
Offer, Parent and Purchaser shall file with the Securities and Exchange
Commission (the "Commission") with respect to the Offer a Schedule 14D-1 (the
"Schedule 14D-1") which will comply as to form in all material respects with the
provisions of applicable federal securities law, and will contain the Offer to
Purchase and forms of the related letter of transmittal and summary
advertisement (which documents, together with any supplements or amendments
thereto, are referred to herein collectively as the "Offer Documents"). The
Schedule 14D-1 and the Offer Documents, on the date the Schedule 14D-1 is filed
with the Commission, and on the date the Offer Documents are first published,
sent or given to Company's stockholders, as the case may be, shall not contain
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading, and Parent and Purchaser agree promptly to correct the Schedule
14D-1 or the Offer Documents if and to the extent that either shall have become
false or misleading in any material respect and to take all steps necessary to
cause such Schedule 14D-1 as so corrected to be filed with the Commission and
such Offer Documents as so corrected to be disseminated to holders of Shares, in
each case as and to the extent required by applicable federal securities laws.
Company and its counsel shall be given reasonable opportunity to review the
Offer Documents prior to the filing with the Commission. Company agrees to file
contemporaneously with the commencement of the Offer with the Commission a
Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9")
which will comply as to form in all material respects with the provisions of
applicable federal securities laws. The Schedule 14D9, on the date filed with
the Commission and on the date first published, sent or given to Company's
stockholders, as the case may be, shall not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading, and Company agrees
promptly to correct the Schedule 14D-9 if and to the extent that it shall have
become false or misleading in any material respect and to take all steps
necessary to cause such Schedule 14D-9 as so corrected to be filed with the
Commission and mailed to Company's stockholders to the extent required by
applicable federal securities laws. Subject to the fiduciary duties of the Board
of Directors, as advised by counsel, the Offer Documents and the Schedule 14D-9
shall contain the recommendation of the Board of Directors that Company's
stockholders accept the Offer.

1.2 Company Action. Company represents that the Board of Directors has
duly approved by a unanimous vote the Offer and the Merger and resolved to
recommend acceptance of the Offer and approval of the Merger by Company's
stockholders. Company will promptly furnish Parent or Purchaser with mailing
labels containing the names and addresses of the record holders of Shares and,
to the extent available (including upon request), lists of securities positions
of Shares held in stock depositories, each as of a recent date, and shall
furnish Purchaser with such additional information, including updated lists of
stockholders,

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<PAGE> 6

mailing labels and lists of securities positions, and assistance as Purchaser
may reasonably request in connection with communicating the Offer. Subject to
the requirements of law, and except for such steps as are necessary to
disseminate the Offer Documents, Parent and Purchaser shall hold in confidence
the information contained in any of such labels and lists and the additional
information referred to in the preceding sentence, shall use such information
only in connection with the Offer, and, if this Agreement is terminated, shall
deliver to Company all such written information and any copies or extracts
thereof then in their possession.

1.3 Directors. Promptly upon the acceptance for payment and payment by
Purchaser or any of its subsidiaries of such number of Shares which satisfies
the Minimum Condition and from time to time thereafter, Parent shall be entitled
to designate a majority of the members of the Board of Directors, subject to
compliance with Section 14(f) of the Exchange Act. Subject to applicable law,
Company shall take all action necessary to effect any such election, including
mailing to its stockholders the information required by Section 14(f) of the
Exchange Act and Rule 14f-1 promulgated thereunder. Notwithstanding anything in
this Agreement to the contrary, the affirmative vote of a majority of Company's
directors (or the approval of the director, if there is only one remaining) then
in office who are directors on the date hereof or are directors (other than
directors designated by Purchaser) designated by such persons to fill any
vacancy, shall be required to (i) amend or modify Company's Certificate of
Incorporation or Bylaws, (ii) take any action by Company pursuant to Sections
8.1, 8.3 or 8.4 of this Agreement or (iii) approve any other action by Company
which adversely affects the interests of the stockholders of Company (other than
Parent, Purchaser and their affiliates) with respect to the transactions
contemplated hereby.

2. THE MERGER

2.1 The Merger. At the Effective Date, in accordance with this Agreement
and the Delaware Law, Purchaser shall be merged with and into Company, the
separate existence of Purchaser (except as may be continued by operation of law)
shall cease, and Company shall continue as the surviving corporation under the
corporate name it possesses immediately prior to the Effective Date. Company
hereinafter sometimes is referred to as the "Surviving Corporation." At the
election of Parent, the Merger may be structured so that Company shall be merged
with and into Purchaser with the result that Purchaser shall be the "Surviving
Corporation." If Parent elects to structure the Merger so that Purchaser, rather
than Company, is the Surviving Corporation, the inaccuracy of any representation
or warranty of Company which is premised on the assumption that Company shall be
the Surviving Corporation, which representation or warranty becomes inaccurate
solely as a result of Purchaser, rather than Company, being the Surviving
Corporation, shall not be deemed to be a breach of such representation or
warranty and shall not release Purchaser from its duties and obligations under
the Offer and this Agreement.

2.2 Effect of the Merger. When the Merger has been effected, the
Surviving Corporation shall thereupon and thereafter possess all the rights,
privileges, immunities and franchises, of a public as well as of a private
nature, of Purchaser and Company (the "Constituent Corporations"); all property,
real, personal and mixed, and all debts due on whatever account and all choses
in action, and all and every other interest, of or belonging to or due each of
the Constituent Corporations shall be vested in the Surviving Corporation
without further act or deed; and the title to any real estate, or any interest
therein, vested in Purchaser, Company or the Surviving Corporation shall not
revert or be in any way impaired by reason of the Merger. The Surviving
Corporation shall thereupon and thereafter be responsible and liable for all the
liabilities and obligations of each of the Constituent Corporations so merged;
any claim existing or action or proceeding pending by or against any of the
Constituent Corporations may be prosecuted as if the Merger had not taken place,
or the Surviving Corporation may be substituted in its place. The Surviving
Corporation thereupon and thereafter shall have all the rights, privileges,
immunities and powers and shall be subject to all the duties and liabilities of
a corporation organized under the Delaware Law, and neither the rights of
creditors nor any liens upon the respective properties of the Constituent
Corporations and the Surviving Corporation shall be impaired by the Merger; all
with the effect set forth in the Delaware Law.

2.3 Consummation of the Merger. As soon as is practicable after the
satisfaction or waiver of the conditions hereinafter set forth, the parties
hereto will cause the Merger to be consummated by filing with the

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<PAGE> 7

Secretary of State of Delaware a certificate of merger in such form as required
by, and executed in accordance with, the relevant provisions of the Delaware Law
(the time of such filing being the "Effective Date").

2.4 Certificate of Incorporation; Bylaws; Directors and Officers. The
Certificate of Incorporation and Bylaws of Purchaser shall be the Certificate of
Incorporation and Bylaws of the Surviving Corporation, as in effect immediately
prior to the Effective Date, until thereafter amended as provided therein and
under the Delaware Law. The directors of Purchaser immediately prior to the
Effective Date will be the initial directors of the Surviving Corporation, and
the officers of Company immediately prior to the Effective Date will be the
initial officers of the Surviving Corporation, in each case until their
successors are elected and qualified.

2.5 Conversion of Securities. At the Effective Date, by virtue of the
Merger and without any action on the part of Purchaser, Company, the Surviving
Corporation or the holder of any of the following securities:

(a) Each Share issued and outstanding immediately prior to the
Effective Date (other than Shares to be cancelled pursuant to Section
2.5(b) hereof and Shares held by any holder who becomes entitled to the
payment of the fair value for his Shares under the Delaware Law if the
Delaware Law provides for such payment in connection with the Merger
("Dissenting Shares")) shall be cancelled and extinguished and be converted
into and become a right to receive $9.25 in cash, or such higher amount per
share as is paid pursuant to the Offer (the "Merger Consideration").

(b) Each Share which is issued and outstanding immediately prior to
the Effective Date and owned by Purchaser, Parent or Company or any direct
or indirect subsidiary of Purchaser, Parent or Company, shall be cancelled
and retired, and no payment shall be made with respect thereto.

(c) Each share of Common Stock, par value $0.01 per share, of
Purchaser issued and outstanding immediately prior to the Effective Date
shall be converted into and become one validly issued, fully paid and
nonassessable share of Common Stock, par value $0.01 per share, of the
Surviving Corporation.

(d) All notes and other debt instruments of Company which are
outstanding at the Effective Date shall continue to be outstanding
subsequent to the Effective Date as debt instruments of the Surviving
Corporation, if permitted by their respective terms and provisions.

The holders of Dissenting Shares, if any, shall be entitled to payment for
such Shares only to the extent permitted by and in accordance with the
provisions of Section 262 of the Delaware Law; provided, however, that if, in
accordance with such Section of the Delaware Law, any holder of Dissenting
Shares shall forfeit such right to payment of the fair value of such Shares,
such Shares shall thereupon be deemed to have been converted into and to have
become exchangeable for, as of the Effective Date, the right to receive the
Merger Consideration provided in Section 2.5(a) of this Agreement.

2.6 Company Stock Options and Related Matters. As promptly as practicable
after the Effective Date, each holder of a then outstanding employee or director
stock option (an "Option") to purchase Shares heretofore granted under any
Employee Plan (as defined in Section 4.15), other than any Options that are held
by any director of Company or any officer (as that term is defined in Rule
16a-1(f) promulgated by the Commission) of Company and that were granted (or
deemed granted) at any time on or after the date that is six months prior to the
Effective Date (the "Recent Insider Options"), will be entitled (whether or not
such Option is then exercisable) to receive in consideration of cancellation of
such Option (and any outstanding stock appreciation right related thereto) a
cash payment from Company in an amount equal to the difference between the
Merger Consideration and the per Share exercise price of such Option, multiplied
by the number of Shares covered by such Option. The Recent Insider Options shall
remain outstanding in accordance with their terms and shall not be affected in
any way by the consummation of the Merger.

2.7 Treatment of Warrants. Each (i) warrant outstanding pursuant to the
Warrant Agreement dated as of February 1, 1990 by and between Company and Bank
of America, NT & SA, as Warrant Agent (the "Warrant Agreement") (the "Syntex
Joint Venture Warrants"), (ii) Class A Warrant outstanding issued in connection
with the Sales Agency Agreement dated January 4, 1991 by and between, among
others, PaineWebber Development Corporation and Company (the "Sales Agency
Agreement") (the "Class A Warrants"), (iii) Class B Warrant outstanding issued
in connection with the Sales Agency Agreement (the "Class B Warrants"), (iv)
Investment Executive Warrant outstanding issued in connection with the Sales

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<PAGE> 8

Agency Agreement (the "Investment Executive Warrants") and (v) warrant
outstanding issued in connection with Company's purchase of the assets of
Synergen Development Partners Limited (the "Development Partners Warrants")
(collectively, the Syntex Joint Venture Warrants, Class A Warrants, Class B
Warrants, Investment Executive Warrants and Development Partners Warrants are
referred to herein as the "Warrants") will be unaffected by the Merger, except
as otherwise provided in the Warrant Agreement or Warrants.

2.8 Exchange of Certificates.

(a) From and after the Effective Date, a bank or trust company to be
designated by Parent (the "Exchange Agent") shall act as exchange agent in
effecting the exchange of certificates (the "Certificates") for the Merger
Consideration, which Certificates, prior to the Effective Date, represented
Shares entitled to payment pursuant to Section 2.5. On or before the Effective
Date, Parent or Purchaser shall deposit with the Exchange Agent the Merger
Consideration in trust for the benefit of the holders of Certificates. Upon the
surrender of each such Certificate and the issuance and delivery by the Exchange
Agent of the Merger Consideration in exchange therefor, such Certificates shall
forthwith be cancelled. Until so surrendered and exchanged, each such
Certificate (other than Certificates representing Shares held by Purchaser,
Parent or Company or any direct or indirect subsidiary of Purchaser, Parent or
Company or Dissenting Shares) shall represent solely the right to receive the
Merger Consideration multiplied by the number of Shares represented by such
Certificate. Upon the surrender and exchange of such an outstanding Certificate,
the holder shall receive the Merger Consideration, without any interest thereon.
If any cash is to be paid to a name other than the name in which the Certificate
representing Shares surrendered in exchange therefor is registered, it shall be
a condition to such payment or exchange that the person requesting such payment
or exchange shall pay to the Exchange Agent any transfer or other taxes required
by reason of the payment of such cash to a name other than that of the
registered holder of the Certificate surrendered, or such person shall establish
to the satisfaction of the Exchange Agent that such tax has been paid or is not
applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any
party hereto shall be liable to a holder of Shares for any Merger Consideration
or interest or other payments made with respect to the Merger Consideration
delivered to a public official pursuant to applicable abandoned property,
escheat and similar laws.

(b) Promptly following the date which is six months after the Effective
Date, the Exchange Agent shall return to the Surviving Corporation all Merger
Consideration in its possession relating to the transactions described in this
Agreement, and the Exchange Agent's duties shall terminate. Thereafter, each
holder of a Certificate representing a Share may surrender such Certificate to
the Surviving Corporation and (subject to applicable abandoned property, escheat
and similar laws) receive in exchange therefor the Merger Consideration, without
any interest thereon.

(c) Promptly after the Effective Date, the Exchange Agent shall mail to
each record holder of Certificates which immediately prior to the Effective Date
represented Shares, a form of letter of transmittal and instructions for use in
surrendering such Certificates and receiving the Merger Consideration therefor.

(d) After the Effective Date, there shall be no transfers on the stock
transfer books of the Surviving Corporation of any Shares. If, after the
Effective Date, Certificates for Shares are presented to the Surviving
Corporation or the Exchange Agent, they shall be cancelled and exchanged for the
Merger Consideration, as provided in this Article 2, subject to applicable law
in the case of Dissenting Shares.

3. REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER

Each of Parent and Purchaser represents and warrants to Company as follows:

3.1 Organization and Qualification. Each of Parent and Purchaser is a
corporation duly organized, validly existing and in good standing under the laws
of Delaware and has the requisite corporate power to carry on its respective
business as now conducted. Each of Parent and Purchaser is duly qualified as a
foreign corporation to do business, and is in good standing, in each
jurisdiction where the character of its properties owned or leased or the nature
of its activities makes such qualification necessary, except for failures to be
so qualified or in good standing which would not have a material adverse effect
on the condition (financial or other), results of operations, business or
properties (a "Material Adverse Effect") of Parent and its subsidiaries

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<PAGE> 9

taken as a whole. Copies of the Certificates of Incorporation and Bylaws of
Parent and Purchaser delivered to Company are accurate and complete as of the
date hereof.

3.2 Authority Relative to this Agreement. Each of Parent and Purchaser
has the requisite corporate power and authority to enter into this Agreement, to
perform its obligations hereunder and to consummate the transactions
contemplated hereunder. The execution and delivery of this Agreement by Parent
and Purchaser and the consummation by Parent and Purchaser of the transactions
contemplated hereby have been duly authorized by the respective Boards of
Directors of Parent and Purchaser and no other corporate proceeding on the part
of Parent and Purchaser is necessary to authorize the execution, delivery and
performance of this Agreement and the transactions contemplated hereby, except
for the corporate proceedings, if any, necessary to amend the Certificate of
Incorporation of Purchaser to provide the capital structure required for the
Merger (which proceedings shall be taken prior to the Effective Date). This
Agreement has been duly executed and delivered by Parent and Purchaser and
constitutes a valid and binding obligation of each such company, enforceable
against each such company in accordance with its terms, except to the extent
that its enforceability may be limited by applicable bankruptcy, insolvency,
reorganization or other laws affecting the enforcement of creditors' rights
generally or by general equitable principles.

3.3 Compliance.

(a) Neither the execution and delivery of this Agreement by Parent and
Purchaser, nor the consummation by Parent and Purchaser of the transactions
contemplated hereby, nor compliance by Parent and Purchaser with any of the
provisions hereof will (i) violate, conflict with, or result in a breach of any
provision of, or constitute a default (or an event which, with notice or lapse
of time or both, would constitute a default) under, or result in the termination
of, or accelerate the performance required by, or result in a right of
termination or acceleration under, or result in the creation of any lien,
security interest, charge or encumbrance upon any of the properties or assets of
Parent and Purchaser or any other direct or indirect subsidiary of Parent under,
any of the terms, conditions or provisions of (x) the Certificates of
Incorporation or Bylaws of Parent or Purchaser or any other direct or indirect
subsidiary of Parent or (y) any material note, bond, mortgage, indenture, deed
of trust, license, lease, agreement or other material instrument or obligation
to which Parent and Purchaser or any other direct or indirect subsidiary of
Parent is a party, or to which any of them, or any of their respective
properties or assets, may be subject, or (ii) subject to compliance with the
statutes and regulations referred to in the next paragraph, violate any
judgment, ruling, order, writ, injunction, decree, statute, rule or regulation
applicable to Parent or Purchaser or any other direct or indirect subsidiary of
Parent or any of their respective properties or assets; except, in the case of
each of clauses (i) and (ii) above, for such violations, conflicts, breaches,
defaults, terminations, accelerations or creations of liens, security interests,
charges or encumbrances which would not have a Material Adverse Effect on Parent
and its subsidiaries taken as a whole.

(b) Other than in connection with or in compliance with the provisions of
the Delaware Law, the Exchange Act, the "takeover" or "blue sky" laws of various
states, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
and the rules and regulations thereunder (the "Hart-Scott-Rodino Act"), and any
required material foreign regulatory approvals, no notice to, filing with, or
authorization, consent or approval of, any domestic or foreign public body or
authority is necessary for the consummation by Parent and Purchaser of the
transactions contemplated by this Agreement, except where failure to give such
notice, make such filings, or obtain such authorizations, consents or approvals
would not have a Material Adverse Effect on Parent and its subsidiaries taken as
a whole or prevent Parent and Purchaser from performing their obligations
hereunder.

3.4 Available Funds. Parent has or has available to it out of internal
corporate funds, and will make available to Purchaser, all funds necessary to
satisfy all of Parent's and Purchaser's obligations under this Agreement and in
connection with the transactions contemplated hereby, including, without
limitation, the obligation to purchase all outstanding Shares pursuant to the
Offer and the Merger and to pay, subject to Section 6.4, all related fees and
expenses in connection with the Offer and the Merger.

3.5 Company Stock. Parent does not beneficially own any Shares.

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4. REPRESENTATIONS AND WARRANTIES OF COMPANY

Company represents and warrants to Parent and Purchaser, except as set forth on
a Disclosure Schedule previously delivered to Parent (the "Disclosure Schedule")
or as set forth in, or incorporated by reference into, the SEC Reports (as
defined in Section 4.6), the following:

4.1 Organization and Qualification. Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware and has the requisite corporate power to carry on its business as it is
now being conducted. Company is duly qualified as a foreign corporation to do
business, and is in good standing, in each jurisdiction where the character of
its properties owned or leased or the nature of its activities makes such
qualification necessary. Copies of the Certificate of Incorporation and Bylaws
of Company heretofore delivered to Parent are accurate and complete as of the
date hereof. All material corporate actions taken by Company and each of its
subsidiaries (the "Subsidiaries") since incorporation have been duly authorized
or ratified by all appropriate action.

4.2 Subsidiaries. The only Subsidiaries are those named in the Disclosure
Schedule or in Exhibit 21.1 to Company's Annual Report on Form 10-K for the
Fiscal Year Ended December 31, 1993, as filed with the Commission and heretofore
delivered to Parent. Except as set forth in such exhibit and except for
directors' qualifying shares in the case of non-United States Subsidiaries, (i)
Company is, directly or indirectly, the record and beneficial owner of all of
the outstanding shares of capital stock of each of the Subsidiaries, (ii) there
are no irrevocable proxies with respect to such shares, (iii) no equity
securities of any of the Subsidiaries are or may become required to be issued by
reason of any options, warrants, scrip, rights to subscribe to, calls or
commitments of any character whatsoever relating to, or securities or rights
convertible into or exchangeable for, shares of any capital stock of any
Subsidiary, and (iv) there are no contracts, commitments, understandings or
arrangements by which any Subsidiary is bound to issue additional shares of its
capital stock or securities convertible into or exchangeable for such shares.
All of such shares so owned by Company are owned by it free and clear of any
claim, lien, encumbrance or agreement with respect thereto. Each Subsidiary is a
corporation duly organized, validly existing and in good standing under the laws
of its jurisdiction of incorporation and has the requisite corporate power to
carry on its business as it is now being conducted. Each Subsidiary is duly
qualified as a foreign corporation to do business, and is in good standing, in
each jurisdiction where the character of its properties owned or leased or the
nature of its activities makes such qualification necessary. Copies of the
charter documents, Bylaws, and regulations, if any, of each Subsidiary, which
have been heretofore delivered or made available to Parent, are accurate and
complete.

4.3 Capitalization. The authorized capital stock of Company consists of
120,000,000 Shares and 10,000,000 shares of Preferred Stock, par value $0.01 per
share (the "Preferred Stock"). As of the date of this Agreement (i) 25,936,248
Shares are validly issued and outstanding, fully paid and nonassessable, (ii) no
shares of Preferred Stock are issued and outstanding, (iii) 2,466,782 Shares are
issuable upon exercise of outstanding Options heretofore granted under the
Employee Plans, true and complete copies of which have heretofore been furnished
to Parent, and (iv) 5,419,491 Shares are issuable upon exercise of outstanding
Warrants. Upon the announcement of the Offer, each Warrant shall only represent
the right to receive the per Share Merger Consideration upon payment by the
holder thereof of the per Share exercise price provided for in each such
Warrant. The per Share exercise price of each Warrant is as follows: (1) Syntex
Joint Venture Warrants -- $12.67, (2) Class A Warrants -- $15.69, (3) Class B
Warrants -- $15.69, (4) Investment Executive Warrants -- $16.31 and (5)
Development Partners Warrants -- $67.77. Except as contemplated by clauses (i)
through (iv) above, there are no other shares of capital stock, or other equity
securities of Company outstanding, and no other outstanding options, warrants,
rights to subscribe to (including any preemptive rights), calls or commitments
of any character whatsoever to which Company or any of its Subsidiaries is a
party or may be bound, requiring the issuance or sale of, shares of any capital
stock or other equity securities of Company or securities or rights convertible
into or exchangeable for such shares or other equity securities, and there are
no contracts, commitments, understandings or arrangements by which Company is or
may become bound to issue additional shares of its capital stock or other equity
securities or options, warrants or rights to purchase or acquire any additional
shares of its capital stock or other equity securities or securities convertible
into or exchangeable for such shares or other equity securities.

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<PAGE> 11

4.4 Authority Relative to this Agreement. Company has the requisite
corporate power and authority to enter into this Agreement, to perform its
obligations hereunder and to consummate the transactions contemplated hereunder.
The execution and delivery of this Agreement by Company and the consummation by
Company of the transactions contemplated hereby have been duly authorized by the
Board of Directors and no other corporate proceeding on the part of Company is
necessary to authorize the execution, delivery and performance of this Agreement
and the transactions contemplated hereby, except for the approval of Company's
stockholders as set forth in Section 6.2 of this Agreement. This Agreement has
been duly executed and delivered by Company and constitutes a valid and binding
obligation of Company, enforceable against Company in accordance with its terms,
except to the extent that its enforceability may be limited by applicable
bankruptcy, insolvency, reorganization or other laws affecting the enforcement
of creditors rights generally or by general equitable principles.

4.5 Compliance.

(a) Neither the execution and delivery of this Agreement by Company, nor
the consummation of the transactions contemplated hereby (including the purchase
of the Shares by Purchaser pursuant to the Offer), nor compliance by Company
with any of the provisions hereof will (i) violate, conflict with, or result in
a breach of any provision of, or constitute a default (or an event which, with
notice or lapse of time or both, would constitute a default) under, or result in
the termination of, or accelerate the performance required by, or result in the
loss of any material benefit under, or result in a right of termination or
acceleration under, or result in the creation of any lien, security interest,
charge or encumbrance upon any of the properties or assets of Company or any of
its Subsidiaries under, any of the terms, conditions or provisions of (x) their
respective charter documents or Bylaws or (y) any material note, bond, mortgage,
indenture, deed of trust, license, lease, agreement or other material instrument
or obligation to which Company or any such Subsidiary is a party, or to which
any of them or any of their respective properties or assets may be subject, or
(ii) subject to compliance with the statutes and regulations referred to in the
next paragraph, violate any judgment, ruling, order, writ, injunction, decree,
statute, rule or regulation applicable to Company and its Subsidiaries or any of
their respective properties or assets; except, in the case of each of clauses
(i) and (ii) above, for such violations, conflicts, breaches, defaults,
terminations, accelerations, losses and creations as to which requisite waivers
have been obtained. As used in Articles 4 and 5, Section 6.6 and Annex I, the
term assets shall include, but not be limited to, all Proprietary Matter,
products, product rights and technologies of Company.

(b) Other than in connection with or in compliance with the provisions of
the Delaware Law, the Exchange Act, the "takeover" or "blue sky" laws of various
states, the Hart-Scott-Rodino Act, and any required material foreign regulatory
approvals, no notice to, filing with, or authorization, consent or approval of,
any domestic or foreign public body or authority is necessary for the
consummation by Company of the transactions contemplated by this Agreement.

4.6 Commission Filings. Company has filed with the Commission all
reports, registration statements and definitive proxy statements required to be
filed with the Commission since January 1, 1992 (collectively, with any
documents filed as exhibits thereto, the "SEC Reports"). Company has heretofore
made available to Parent its (i) Annual Reports on Form 10-K for the years ended
December 31, 1991, 1992 and 1993, as filed with the Commission, (ii) Quarterly
Reports on Form 10-Q for the quarters ended March 31, 1994, June 30, 1994 and
September 30, 1994, (iii) proxy statements relating to all of Company's meetings
of stockholders (whether annual or special) since January 1, 1992, and (iv) all
other reports or registration statements filed by Company with the Commission
since January 1, 1992. As of their respective dates, such reports and statements
(including all exhibits and schedules thereto and documents incorporated by
reference therein) did not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary in
order to make the statements made, in light of the circumstances under which
they were made, not misleading. The audited consolidated financial statements
and unaudited consolidated interim financial statements of Company and its
Subsidiaries included or incorporated by reference in such reports, and in
Company's Annual Reports for the years ended December 31, 1991, 1992 and 1993
heretofore delivered to Parent, have been prepared in accordance with generally
accepted accounting principles applied on a consistent basis during the periods
involved (except as may be indicated in the notes, or schedules thereto and
except in the case of the unaudited interim statements, as may be permitted
under Form 10-Q of the

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Exchange Act), and fairly present the consolidated financial position of Company
and its consolidated Subsidiaries as of the dates thereof and the consolidated
results of their operations and changes in financial position for the periods
then ended (subject, in the case of any unaudited interim financial statements,
to normal year-end adjustments).

4.7 Absence of Undisclosed Liabilities. Neither Company nor any of its
Subsidiaries has any material liabilities of any nature, whether absolute,
contingent or otherwise, and whether due or to become due (including, without
limitation, all tax liabilities) which should be reflected or reserved against,
in accordance with generally accepted accounting principles, and which are not
adequately reflected or reserved against in Company's balance sheet as of
December 31, 1993, including the footnotes thereto (the "Balance Sheet"), except
such as have arisen in the ordinary course of business since December 31, 1993.

4.8 Litigation. There are no actions, suits or proceedings pending or
threatened against Company or any of its Subsidiaries, ERISA Affiliates or
Employee Plans (as such terms are defined in Section 4.15), nor is Company or
any of its Subsidiaries, ERISA Affiliates or Employee Plans subject to any
order, judgment, writ, injunction or decree.

4.9 Board Recommendation; Qualifying Offer. The Board of Directors has
duly approved and adopted this Agreement, the Offer and the Merger and other
transactions contemplated herein on the terms and conditions set forth herein,
and recommended that the stockholders of Company tender their Shares and approve
and adopt this Agreement and the Merger. The Offer is a "Qualifying Offer" as
such term is defined in the Rights Agreement dated as of October 24, 1991 by and
between Company and Manufacturers Hanover Trust Company of California, as Rights
Agent (the "Rights Agreement").

4.10 Compliance with Law. Company has not violated or failed to comply
with any material statute, law, ordinance, regulation, rule or order of any
foreign, federal, state or local government or any other governmental department
or agency, or any material judgment, decree or order of any court, applicable to
its business or operations. Company has not received any notice asserting a
failure to comply with any such statute, law, ordinance, regulation, rule,
judgment, decree or order. Company has all material permits, licenses and
franchises from governmental agencies required to conduct its present business
as it is now conducted.

4.11 Changes. Except as contemplated by this Agreement, or reflected in
any financial statement or notes thereto referred to in Section 4.6, since
December 31, 1993, none of the following have occurred:

(a) any change (or any development involving a prospective change) or
threatened change which has had, or may reasonably be expected to have, a
Material Adverse Effect on Company and its Subsidiaries taken as a whole;

(b) any material change in accounting methods, principles or practices
by Company affecting its assets, liabilities or business;

(c) any revaluation by Company of any of its assets, including without
limitation, writing down the value of inventory or writing off notes or
accounts receivable other than in the ordinary course of business;

(d) any material damage, destruction or loss;

(e) any cancellation of any material debts or waiver or release of any
material right or claim of Company relating to its business activities or
properties;

(f) any declaration, setting aside or payment of dividends or
distributions in respect of the Shares or any redemption, purchase or other
acquisition of any of its securities;

(g) any issuance by Company of, or commitment of Company to issue, any
shares of stock, options, warrants or other equity securities or
obligations or securities convertible into or exchangeable for shares of
stock, options, warrants or other equity securities, other than upon
exercise of Options, or pursuant to the terms of an Employee Plan in the
ordinary course of business and consistent with past practices;

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(h) negotiation or execution of any material arrangement, agreement or
understanding to which Company or any of its Subsidiaries is a party which
cannot be terminated by it on notice of 30 days or less without cost or
penalty;

(i) any loan or similar transaction with any person who is an officer,
director or stockholder of Company or any of its Subsidiaries, or who is an
affiliate or associate of such a person, except in the ordinary course of
business and consistent with past practices;

(j) any capital expenditures other than in the ordinary course of
business and consistent with past practice by Company or any of its
Subsidiaries;

(k) any adoption of a plan of liquidation or resolutions providing for
the liquidation, dissolution, merger, consolidation or other reorganization
of Company;

(l) any increase in salary, bonus, fringe benefit, or incentive or
other compensation payable or to become payable to any officer, director,
employee or other person receiving compensation of any nature from Company
or any of its Subsidiaries; or any increase in the number of shares
obtainable under, or the acceleration or creation of any rights of any
person to benefits under, any Employee Plan (including, without limitation,
the acceleration of the vesting or exercisability of any stock options, the
acceleration of the vesting of any restricted stock, the acceleration of
the accrual or vesting of any benefits under any Pension Plan or the
acceleration or creation of any rights under any severance, parachute or
change in control agreement); or

(m) any agreement by Company to do any of the things described in the
preceding clauses (a) through (l) other than as expressly provided for
herein.

4.12 Taxes. Each of Company and its Subsidiaries has duly filed all
material tax returns it is required to file. Each of Company and its
Subsidiaries has paid (or made adequate provision for payment of) all taxes
shown as due on those returns as well as all taxes, interest, penalties,
assessments and deficiencies due or claimed due from foreign, federal, state or
local taxing authorities (including without limitation taxes on properties,
income, franchises, licenses, sales and payrolls). The filed returns are correct
in all material respects and neither Company nor any of its Subsidiaries is
required to pay, for the periods represented by such tax returns, any material
taxes other than those shown in those returns or reflected on the balance sheet
of Company contained in the most recent SEC Report. Company's and each of its
Subsidiaries' federal income tax returns have not been audited by the Internal
Revenue Service since December 31, 1985. The provision for taxes on the Balance
Sheet is adequate to cover all accrued and unpaid taxes as of the date of the
Balance Sheet. Since December 31, 1991, neither Company nor any of its
Subsidiaries has requested or been granted any extension of limitation periods
applicable to audits or claims by any taxing authority. No material claim,
audit, action, suit, proceeding or investigation is pending or threatened with
respect to any taxes of Company or any of its Subsidiaries. There is no fact or
circumstance that, if known by any federal, state or local taxing authority,
could result in the assertion of a material deficiency with respect to any taxes
of Company or any of its Subsidiaries.

4.13 Title to Properties; Condition of Properties. The Disclosure
Schedule lists and reasonably describes all material real property owned or
leased by Company and its Subsidiaries. Company and each of its Subsidiaries has
good and valid title (in fee simple absolute in the case of real property) to
all properties and assets used in its business, except for leased properties and
assets; none of those owned properties is subject to any mortgage, deed of
trust, pledge, lien, claim, charge, equity, covenant, condition, restriction,
easement, right-of-way or encumbrance, except (i) liens, claims, charges and
encumbrances disclosed, or reserved against, in the Balance Sheet, (ii) liens
for current taxes not yet due and payable, and (iii) minor imperfections of
title not material (individually or in the aggregate) and not materially
detracting from the value, or the use (either actual or intended) Company and
its Subsidiaries make, of the property in question. All of the buildings,
fixtures, machinery and equipment owned or used by Company and its Subsidiaries
are in reasonably good operating condition and repair, normal wear and tear
excepted, and comply in all material respects with applicable zoning, building
and fire codes.

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4.14 Contracts. The Disclosure Schedule lists all material contracts and
agreements to which Company or any of its Subsidiaries is a party which were not
filed as exhibits to the SEC Reports; all such contracts and agreements are duly
and validly executed by Company, are in full force and effect as of the date of
this Agreement and will be in full force and effect at the Effective Date. No
event has occurred which, after notice or the passage of time or both, would
constitute a material default under any such contract or agreement. All such
contracts and agreements will continue, after the Effective Date, to be binding
in accordance with their respective terms until their respective expiration
dates.

4.15 Employee Benefit Plans.

(a) Definitions. The following terms, when used in this Section, shall
have the following meanings. Any of these terms may, unless the context
otherwise requires, be used in the singular or the plural depending on the
reference.

(i) Benefit Arrangement. "Benefit Arrangement" shall mean any
material employment, consulting, severance or other similar contract,
arrangement or policy and each material plan, arrangement (written or
oral), program, agreement or commitment providing for insurance coverage
(including without limitation any self-insured arrangements), workers'
compensation, disability benefits, supplemental unemployment benefits,
vacation benefits, retirement benefits, life, health, disability or
accident benefits (including without limitation any "voluntary employees'
beneficiary association" as defined in Section 501(c)(9) of the Code
providing for the same or other benefits) or for deferred compensation,
profit-sharing bonuses, stock options, stock appreciation rights, stock
purchases or other forms of incentive compensation or post-retirement
insurance, compensation or benefits which

(A) (1) is not a Welfare Plan, Pension Plan or Multiemployer Plan,
(2) is entered into, maintained, contributed to or required to be
contributed to, as the case may be, by Company or an ERISA Affiliate or
under which Company or any ERISA Affiliate may incur any liability, and
(3) covers any employee or former employee of Company or any ERISA
Affiliate (with respect to their relationship with such entities), or

(B) any plan covering employees or former employees of any Foreign
Subsidiary (with respect to their relationship with such entities) which
if maintained or administered in or otherwise subject to the laws of the
United States would be described in paragraph (A).

(ii) Code. "Code" shall mean the Internal Revenue Code of 1986, as
amended.

(iii) Employee Plans. "Employee Plans" shall mean all Benefit
Arrangements, Multiemployer Plans, Pension Plans and Welfare Plans.

(iv) ERISA. "ERISA" shall mean the Employee Retirement Income
Security Act of 1974, as amended.

(v) ERISA Affiliate. "ERISA Affiliate" shall mean any entity which is
(or at any relevant time was) a member of a "controlled group of
corporations" with, under "common control" with, or a member of an
"affiliated service group" with, Company as defined in Section 414(b), (c),
(m) or (o) of the Code.

(vi) Foreign Subsidiary. "Foreign Subsidiary" shall mean any
Subsidiary organized under the laws of or doing business in any country
other than the United States.

(vii) Multiemployer Plan. "Multiemployer Plan" shall mean

(A) any "multiemployer plan," as defined in Section 4001(a)(3) or
Section 3(37) of ERISA, (1) which Company or any ERISA Affiliate
maintains, administers, contributes to or is required to contribute to,
or, after September 25, 1980, maintained, administered, contributed to
or was required to contribute to, or under which Company or any ERISA
Affiliate may incur any liability and (2) which covers any employee or
former employee of Company or any ERISA Affiliate (with respect to their
relationship with such entities), or

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(viii) PBGC. "PBGC" shall mean the Pension Benefit Guaranty
Corporation.

(ix) Pension Plan. "Pension Plan" shall mean

(A) any "employee pension benefit plan" as defined in Section 3(2)
of ERISA (other than a Multiemployer Plan) (1) which Company or any
ERISA Affiliate maintains, administers, contributes to or is required to
contribute to, or, within the five years prior to the Effective Date,
maintained, administered, contributed to or was required to contribute
to, or under which Company or any ERISA Affiliate may incur any
liability and (2) which covers any employee or former employee of
Company or any ERISA Affiliate (with respect to their relationship with
such entities), or

(x) Welfare Plan. "Welfare Plan" shall mean

(A) any "employee welfare benefit plan" as defined in Section 3(1)
of ERISA, (1) which Company or any ERISA Affiliate maintains,
administers, contributes to or is required to contribute to, or under
which Company or any ERISA Affiliate may incur any liability and (2)
which covers any employee or former employee of Company or any ERISA
Affiliate (with respect to their relationship with such entities), or

(b) Disclosure; Delivery of Copies of Relevant Documents and Other
Information. The Disclosure Schedule contains a complete list of Employee Plans
which cover or have covered employees of Company (with respect to their
relationship with such entities). True and complete copies of each of the
following documents have been delivered by Company to Parent: (i) each Welfare
Plan, Pension Plan and Multiemployer Plan (and, if applicable, related trust
agreements) which covers or has covered employees of Company (with respect to
their relationship with such entities) and all amendments thereto, all written
interpretations thereof and written descriptions thereof which have been
distributed to Company's employees and all annuity contracts or other funding
instruments, (ii) each Employee Plan which covers or has covered employees of
Company (with respect to their relationship with such entities) including
written interpretations thereof and written descriptions thereof which have been
distributed to Company's employees (including descriptions of the number and
level of employees covered thereby) and a complete description of any Employee
Plan which is not in writing, (iii) the most recent determination or opinion
letter issued by the Internal Revenue Service or analogous ruling under foreign
law with respect to each Pension Plan and each Welfare Plan (other than a
"multiemployer plan", as defined in Section 3(37) of ERISA) which covers or has
covered employees of Company (with respect to its relationship with such
entities), (iv) for the three most recent plan years, Annual Reports on Form
5500 Series required to be filed with any governmental agency for each Pension
Plan which covers or has covered employees of Company (with respect to its
relationship with such entities), (v) all actuarial reports prepared for the
last three plan years for each Pension Plan which covers or has covered
employees of Company (with respect to its relationship with such entities), (vi)
a description of complete age, salary, service and related data as of the last
day of the last plan year for employees and former employees of Company, and
(vii) a description setting forth the amount of any liability of the company as
of the Effective Date for payments more than thirty (30) calendar days past due
with respect to each Welfare Plan which covers or has covered employees or
former employees of Company.

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(i) Pension Plans

(A) Neither Company nor any of its ERISA Affiliates has, at any
time, maintained, administered or contributed to, or was required to
contribute to, a Pension Plan that is or was subject to Title IV of
ERISA or the minimum funding requirements of Section 302 of ERISA or
Section 412 of the Code.

(B) Each Pension Plan and each related trust agreement, annuity
contract or other funding instrument which covers or has covered
employees or former employees of Company that is intended to be
qualified and tax exempt under the provisions of Code sections 401(a)
and 501(a) has received a favorable determination letter from the
Internal Revenue Service and nothing has occurred that would adversely
affect such plan's tax qualification or exemption.

(C) Each Pension Plan, each related trust agreement, annuity
contract or other funding instrument which covers or has covered
employees or former employees of Company (with respect to their
relationship with such entities) presently complies and has been
maintained in material compliance with its terms and, both as to form
and in operation, with the requirements prescribed by any and all
statutes, orders, rules and regulations which are applicable to such
plans, including without limitation ERISA and the Code.

(ii) Multiemployer Plans

(A) Neither Company nor any ERISA Affiliate has, at any time,
maintained, administered or contributed to, or was required to
contribute to, a Multiemployer Plan.

(iii) Welfare Plans

(A) Each Welfare Plan which covers or has covered employees or
former employees of Company (with respect to their relationship with
such entities) has been maintained in material compliance with its terms
and, both as to form and operation, with the requirements prescribed by
any and all statutes, orders, rules and regulations which are applicable
to such Welfare Plan, including without limitation ERISA and the Code.

(B) None of Company, any ERISA Affiliate or any Welfare Plan has
any present or future obligation to make any payment to, or with respect
to any present or former employee of Company or any ERISA Affiliate
pursuant to, any retiree medical benefit plan, or other retiree Welfare
Plan, and no condition exists which would prevent Company from amending
or terminating any such benefit plan or Welfare Plan.

(C) Each Welfare Plan which covers or has covered employees or
former employees of Company and which is a "group health plan," as
defined in Section 607(1) of ERISA, has been operated in compliance with
provisions of Part 6 of Title I, Subtitle B of ERISA and Sections 162(k)
and 4980B of the Code at all times.

(D) Neither Company nor any ERISA Affiliate has incurred any
liability with respect to any Welfare Plan that is a "multiemployer
plan", as defined in Section 3(37) of ERISA, under the terms of such
Welfare Plan, any collective bargaining agreement or otherwise resulting
from any cessation of contributions, cessation of obligation to make
contributions or other form of withdrawal from such Welfare Plan.

(iv) Benefit Arrangements. Each Benefit Arrangement which covers or
has covered employees or former employees of Company (with respect to their
relationship with such entities) has been maintained in material compliance
with its terms and with the requirements prescribed by any and all
statutes, orders, rules and regulations which are applicable to such
Benefit Arrangement, including without limitation the Code. Except as
provided by law, the employment of all persons presently employed or
retained by Company is terminable at will.

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(v) Unrelated Business Taxable Income. No Employee Plan (or trust or
other funding vehicle pursuant thereto) is subject to any tax under Code
Section 511.

(vi) Deductibility of Payments. There is no contract, agreement, plan
or arrangement covering any employee or former employee of Company (with
respect to its relationship with such entities) that, individually or
collectively, provides for the payment by Company of any amount (i) that is
not deductible under Section 404 of the Code, (ii) that is an "excess
parachute payment" pursuant to Section 280G of the Code or (iii) that is
not deductible pursuant to Section 162(m) of the Code.

(vii) Foreign Plans. Each Employee Plan that covers any employee or
former employee of any Foreign Subsidiary (with respect to their
relationship with such entities) or is otherwise not subject to ERISA or
the Code has been maintained in substantial compliance with its terms and
with the requirements prescribed by any and all applicable statutes,
orders, rules and regulations (including without limitation any special
provisions relating to the tax status of contributions to, earnings of or
distributions from such Plans where each such Plan was intended to have
such tax status) and has been maintained in good standing with applicable
regulatory authorities.

(viii) Fiduciary Duties and Prohibited Transactions. Neither Company
nor any plan fiduciary of any Welfare Plan or Pension Plan which covers or
has covered employees or former employees of Company or any ERISA
Affiliate, has engaged in any transaction in violation of Sections 404 or
406 of ERISA or any "prohibited transaction," as defined in Section
4975(c)(1) of the Code, for which no exemption exists under Section 408 of
ERISA or Section 4975(c)(2) or (d) of the Code, or for which a class of
individual exemption has not been granted by the Department of Labor, or
has otherwise violated the provisions of Part 4 of Title I, Subtitle B of
ERISA. Company has not knowingly participated in a violation of Part 4 of
Title I, Subtitle B of ERISA by any plan fiduciary of any Welfare Plan or
Pension Plan and has not been assessed any civil penalty under Section
502(l) of ERISA.

(ix) No Amendments. Neither Company nor any ERISA Affiliate has any
announced plan or legally binding commitment to create any additional
Employee Plans which are intended to cover employees or former employees of
Company (with respect to their relationship with such entities) or to amend
or modify any existing Employee Plan which covers or has covered employees
or former employees of Company (with respect to their relationship with
such entities).

(x) No Other Material Liability. No event has occurred in connection
with which Company or any ERISA Affiliate or any Employee Plan, directly or
indirectly, could be subject to any material liability (A) under any
statute, regulation or governmental order relating to any Employee Plans or
(B) pursuant to any obligation of Company to indemnify any person against
liability incurred under any such statute, regulation or order as they
relate to the Employee Plans.

(xi) Insurance Contracts. Neither Company nor any Employee Plan
(other than a "multiemployer plan", as defined in Section 3(37) of ERISA)
holds as an asset of any Employee Plan any interest in any annuity
contract, guaranteed investment contract or any other investment or
insurance contract issued by an insurance company that is the subject of
bankruptcy, conservatorship or rehabilitation proceedings.

(xii) No Acceleration or Creation of Rights. Neither the execution
and delivery of this Agreement or other related agreements by Company nor
the consummation of the transactions contemplated hereby or the related
transactions will result in the acceleration or creation of any rights of
any person to benefits under any Employee Plan (including, without
limitation, the acceleration of the vesting or exercisability of any stock
options, the acceleration of the vesting of any restricted stock, the
acceleration of the accrual or vesting of any benefits under any Pension
Plan or the acceleration or creation of any rights under any severance,
parachute or change in control agreement).

4.16 Compliance With Legislation Regulating Environmental Quality. All
plants, offices, manufacturing facilities, stores, warehouses, improvements,
administration buildings, and real property and related facilities of Company,
whether currently or previously owned, operated or leased by Company
(collectively, the "Facilities") are, and at all times owned, operated or leased
by Company, have been maintained and operated in material compliance with all
applicable federal, state and local environmental protection,

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occupational, health and safety or similar laws, ordinances, restrictions,
orders, regulations and licenses (collectively "Environmental Laws") including
but not limited to the Federal Water Pollution Control Act (33 U.S.C sec. 1251
et seq. ), Resource Conservation & Recovery Act (42 U.S.C. sec. 6901 et seq.),
Safe Drinking Water Act (21 U.S.C. sec. 349, 42 U.S.C. sec.sec. 201, 300f),
Toxic Substances Control Act (15 U.S.C. sec. 2601 et seq.), Clean Air Act (42
U.S.C. sec. 7401 et seq.), and Comprehensive Environmental Response,
Compensation and Liability Act (42 U.S.C. sec. 9601 et seq.). No materials,
substances, or products have been at any time placed, held, located, disposed of
or released on, under, at, within, or about the Facilities which may reasonably
be expected to result in a regulatory agency or other governmental entity
requiring clean up, removal or other remedial action by Company under
Environmental Laws. No litigation, administrative enforcement actions,
proceedings or notices of potential liability have been received, served, filed
or threatened against Company relating to any material damage, contribution,
cost recovery, compensation, loss or injury resulting from any hazardous or
toxic substance, waste or material (collectively, "Hazardous Materials") or
arising out of the use, generation, storage, treatment, release, discharge,
transportation, handling or disposal of Hazardous Materials or resulting from a
violation or alleged violation of Environmental Laws.

4.17 Labor Matters. Company is not a party to any labor agreement with
respect to its employees with any labor organization, group or association.
Company has not experienced any attempt by organized labor or its
representatives to make Company conform to demands of organized labor relating
to its employees or to enter into a binding agreement with organized labor that
would cover the employees of Company. Company is in compliance in all material
respects with all applicable laws respecting employment practices, terms and
conditions of employment and wages and hours and is not engaged in any unfair
labor practice. There is no unfair labor practice charge or complaint against
Company pending before the National Labor Relations Board or any other
governmental agency arising out of Company's activities, and Company has no
knowledge of any facts or information which would give rise thereto; there is no
labor strike or labor disturbance pending or threatened against Company nor is
any grievance currently being asserted; and Company has not experienced a work
stoppage or other labor difficulty.

4.18 Absence of Questionable Payments. Neither Company nor any of its
Subsidiaries nor any of their respective officers, directors, agents or
employees purporting to act on behalf of Company or any of its Subsidiaries has
made or agreed to make any payment or other use of Company's or any of its
Subsidiaries' assets (i) to or on behalf of an official of any government, or
for any purpose related to political activity, except as permitted by applicable
law or (ii) for any of the purposes described in Section 162(c) of the United
States Internal Revenue Code.

4.19 Intellectual Property. The Disclosure Schedule contains detailed
information (including where applicable the federal registration number and the
date of registration or application for registration and the name in which
registration was applied for) concerning: (i) patents, copyrights, trademarks,
trade names and service marks, and all currently pending applications for any
thereof (collectively, "Proprietary Matter"), held by Company and it
Subsidiaries; (ii) any licenses or options to obtain rights or licenses granted
by Company or any of its Subsidiaries to others covering any Proprietary Matter;
and (iii) any licenses or options to obtain rights or licenses granted to
Company or any of its Subsidiaries covering any Proprietary Matter owned by
others. Neither Company nor any of its Subsidiaries has been sued, charged or
threatened with any suit or action relating to infringement by Company or any of
its Subsidiaries of any third party Proprietary Matter and no proceedings have
been instituted or are pending (or are threatened) that challenge the validity
of the ownership or use of any Proprietary Matter by Company or any of its
Subsidiaries. Each of Company and its Subsidiaries owns (or possesses adequate
and enforceable licenses or other rights to use) all Proprietary Matter now used
or required to be used in their respective businesses as now conducted and as
proposed to be conducted and neither Company nor any of its Subsidiaries has
received any notice of conflict with the asserted rights of others with respect
to any Proprietary Matter.

4.20 Cash and Cash Equivalents and Short-term Investments. As of the date
hereof, Company owns cash and cash equivalents and short-term investments in an
amount not less than $115,000,000.

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5. CONDUCT OF BUSINESS PENDING THE MERGER

Company covenants and agrees that, prior to the Effective Date, unless
Parent shall otherwise agree in writing or unless the failure to comply with any
of the following covenants results from actions by the Board of Directors which
are approved by a majority of the directors appointed by Purchaser pursuant to
Section 1.3 or except as otherwise expressly contemplated by this Agreement or
as disclosed in the Disclosure Schedule:

5.1 Ordinary Course of Business. The business of Company and its
Subsidiaries shall be conducted only in, and Company and its Subsidiaries shall
not take any action except in, the ordinary course of business and consistent
with past practices.

5.2 Preservation of Organization. Company shall use its reasonable
efforts to maintain and preserve its business organization, assets, employees,
United States Food and Drug Administration and equivalent regulatory agency
licenses and approvals, and United States Patent and Trademark Office and
equivalent agency filings and advantageous business relationships. Neither
Company nor any of its Subsidiaries shall directly or indirectly amend or
propose to amend its charter, regulations or Bylaws or similar organizational
documents.

5.3 Capitalization Changes. Neither Company nor any of its Subsidiaries
shall directly or indirectly (i) issue, sell, pledge, transfer, dispose of or
encumber, or authorize, propose or agree to the issuance, sale, pledge,
transfer, disposition or encumbrance of, any shares of, or any options, warrants
or rights of any kind (including, without limitation, the Rights) to acquire any
shares of, or any securities convertible into or exchangeable for any shares of,
capital stock of any class of Company or any of its Subsidiaries, other than
Shares issuable upon exercise of Options or Warrants outstanding on the date
hereof as referred to in clauses (iii) or (iv) of Section 4.3 and consistent
with past practices, in accordance with the terms of the applicable agreements
and Employee Plans or (ii) authorize, recommend or propose any change in its
capitalization.

5.4 Sale of Assets. Neither Company nor any of its Subsidiaries shall
directly or indirectly (i) except in the ordinary course of business and
consistent with past practices, sell, pledge, transfer, assign, license, dispose
of, encumber or lease any assets of Company or of any of its Subsidiaries
(including, without limitation, any indebtedness owed to them or any claims held
by them) or (ii) whether or not in the ordinary course of business, sell,
pledge, transfer, assign, license, dispose of, encumber or lease any material
assets of Company and its Subsidiaries (including, without limitation, any
Facilities of Company, or any assets or the stock of any Subsidiaries
constituting a substantial portion of any line of business of Company).

5.5 Dividends and Repurchases. Neither Company nor any of its
Subsidiaries shall directly or indirectly (i) split, combine or reclassify any
shares of its capital stock or declare, set aside or pay any dividend or
distribution, payable in cash, stock, property or otherwise with respect to any
of its capital stock other than, dividends and distributions by a Subsidiary of
Company to Company or to a Subsidiary all of the capital stock of which (other
than directors' qualifying shares) is owned directly or indirectly by Company or
(ii) redeem, purchase or otherwise acquire or offer to redeem, purchase or
otherwise acquire any of its capital stock other than pursuant to Section 2.6.

5.6 Acquisitions. Neither Company nor any of its Subsidiaries or
affiliates shall, directly or indirectly, except in the ordinary course of
business and consistent with past practices, acquire (by merger, consolidation
or acquisition of stock or assets) any corporation, partnership or other
business organization or division thereof or make any investment either by
purchase of stock or securities, contributions to capital (other than to
Subsidiaries), property transfer or purchase of any amount of property or
assets, in any other individual or entity;

5.7 Indebtedness. Neither Company nor any of its Subsidiaries or
affiliates shall, directly or indirectly incur any indebtedness for borrowed
money or issue any debt securities or assume, guarantee, endorse or otherwise as
an accommodation become responsible for, the obligations of any other individual
or entity, or make any material loans or advances.

5.8 Severance and Termination Pay. Neither Company nor any of its
Subsidiaries shall take any action with respect to the grant of any severance or
termination pay (otherwise than pursuant to policies or

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agreements of Company or any of its Subsidiaries in effect on or prior to the
date hereof) or with respect to any increase of benefits payable under its
severance or termination pay policies or agreements in effect on or prior to the
date hereof.

5.9 Employee Benefits. Neither Company nor any of its Subsidiaries shall
(except for annual salary increases not to exceed 5% adopted in the ordinary
course of business) adopt or amend any bonus, profit sharing, compensation,
stock option, pension, retirement, deferred compensation, employment or other
employee benefit plan, agreement, trust, fund or other arrangement for the
benefit or welfare of any employee or increase in any manner the compensation or
fringe benefits of any employee or pay any benefit not required by any existing
plan, arrangement or agreement.

5.10 Tax Election. Without the prior approval of Parent, neither Company
nor any of its Subsidiaries shall make any tax election or settle or compromise
any material federal, state, local or foreign income tax liability.

5.11 Subsequent Financials. Company shall deliver to Parent all of
Company's monthly and quarterly, if any, financial statements for periods and
dates subsequent to September 30, 1994, as soon as practicable after the same
are available to Company.

6. ADDITIONAL AGREEMENTS

6.1 Proxy Statement. If a meeting (or written consent in place of) of
Company's stockholders is required by the Delaware Law to approve this Agreement
and the Merger, then promptly after consummation of the Offer, Company shall
prepare and shall file with the Commission as promptly as practicable a
preliminary proxy statement, together with a form of proxy, with respect to the
meeting (or written consent in place of) of Company's stockholders at which the
stockholders of Company will be asked to vote upon and approve this Agreement
and the Merger as provided in Section 6.2. As promptly as practicable after such
filing, subject to compliance with the rules and regulations of the Commission,
Company shall prepare and file a definitive Proxy Statement and form of proxy
with respect to such meeting (or written consent in place of) (the "Proxy
Statement") and shall use all reasonable efforts to have the Proxy Statement
cleared by the Commission as promptly as practicable, and promptly thereafter
shall mail the Proxy Statement to stockholders of Company. The term "Proxy
Statement" shall mean such proxy or information statement at the time it
initially is mailed to Company's stockholders and all amendments or supplements
thereto, if any, similarly filed and mailed. The information provided and to be
provided by Parent, Purchaser and Company, respectively, for use in the Proxy
Statement shall, on the date the Proxy Statement is filed with the Commission,
first mailed to Company's stockholders and on the date of the Special Meeting
(as defined in Section 6.2) be true and correct in all material respects and
shall not omit to state any material fact necessary in order to make such
information not misleading, and Parent, Purchaser and Company each agree to
correct as promptly as practicable any information provided by it for use in the
Proxy Statement which shall have become false or misleading in any material
respect. The Proxy Statement shall comply as to form in all material respects
with all applicable requirements of federal securities laws.

6.2 Meeting of Stockholders of Company; Voting and Disposition of the
Shares. If a meeting of Company's Stockholders is required by the Delaware Law
to approve this Agreement and the Merger, then as promptly as practicable after
consummation of the Offer, Company shall take all action necessary, in
accordance with the Delaware Law and its Certificate of Incorporation and
Bylaws, to convene a meeting (or obtain the written consents) of its
stockholders (the "Special Meeting") to consider and vote upon this Agreement
and the Merger. The affirmative vote of stockholders required for approval of
this Agreement and Merger shall be no greater than a majority. Subject to the
fiduciary duties of the Board of Directors under the Delaware Law, as advised by
counsel, the Proxy Statement shall contain the recommendation of the Board of
Directors that the stockholders of Company vote to adopt and approve this
Agreement and the Merger and Company shall use its reasonable efforts to solicit
from stockholders of Company proxies in favor of such adoption and approval (and
Purchaser shall vote all Shares purchased by it in favor of such adoption and
approval) and to take all other action necessary or, in the reasonable judgment
of Parent, helpful to secure the vote or consent of stockholders required by the
Delaware Law to effect the Merger.

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<PAGE> 21

6.3 Stock Options. Company and its Subsidiaries shall take such action as
may be permitted under the Employee Plans to effect the cancellations described
in Section 2.6 and shall comply with all requirements regarding income tax
withholding in connection therewith. In addition to the foregoing and subject to
the terms of the Employee Plans and applicable law, Company will take all steps
necessary to cause the Employee Plans to be terminated on or prior to the
Effective Date, and to satisfy Parent that no holder of Options or participant
in any Employee Plans will have any right to acquire any interest in Company or
Parent as a result of the exercise of Options or other rights pursuant to such
Employee Plans on or after the Effective Date.

6.4 Fees and Expenses. If Purchaser shall have elected to terminate this
Agreement pursuant to Section 8.1(c)(ii) or Section 8.1(c)(iv), or if Company
shall have elected to terminate this Agreement pursuant to Section 8.1(b)(ii),
then Company shall promptly, but in no event later than two days after such
termination, pay Purchaser a fee of $8,000,000 (which includes a non-accountable
allowance for expenses and fees), which amount shall be payable in same day
funds, provided, that no fee shall be paid pursuant to this Section 6.4 if
either Parent or Purchaser shall be in material breach of its obligations
hereunder.

6.5 Additional Agreements. Subject to the terms and conditions herein
provided, each of the parties hereto agrees to use all reasonable efforts to
take, or cause to be taken, all actions and to do, or cause to be done, all
things necessary, proper or advisable to consummate and make effective as
promptly as practicable the transactions contemplated by the Offer, this
Agreement, and to cooperate with each other in connection with the foregoing,
including using reasonable efforts (A) to obtain all necessary waivers, consents
and approvals from other parties to material loan agreements, leases, licenses
and other contracts, (B) to obtain all necessary consents, approvals and
authorizations as are required to be obtained under any federal, state or
foreign law or regulations, (C) to defend all lawsuits or other legal
proceedings challenging this Agreement, or the consummation of the transactions
contemplated hereby, and thereby, (D) to obtain final court approval of the
Stipulation of Settlement (as defined in Annex I), (E) to lift or rescind any
injunction or restraining order or other order adversely affecting the ability
of the parties to consummate the transactions contemplated hereby, (F) to effect
all necessary registrations and filings, including, but not limited to, filings
under the Hart-Scott-Rodino Act, and submissions of information requested by
governmental authorities; and (G) to fulfill all conditions to this Agreement.

6.6 No Solicitation of Transactions.

(a) Company and its Subsidiaries will not, directly or indirectly, and will
use its reasonable efforts to cause its officers, directors and agents not to,
solicit, initiate or deliberately encourage submission of, or participate in
discussions concerning, or supply any information in response to, proposals or
offers from any person relating to any acquisition or purchase of all or (other
than in the ordinary course of business) a material amount of the assets of, or
any equity interest in, Company or any merger, consolidation or business
combination with Company (an "Acquisition Proposal"). Company shall promptly
notify Parent if any such proposal or offer, or any inquiry or contact with any
person with respect thereto, is made.

(b) Notwithstanding the foregoing, to the extent required by the fiduciary
obligations of the Board of Directors, as advised by counsel, Company may, in
response to a request or inquiry that could reasonably be expected to result in
an Acquisition Proposal, which request or inquiry was unsolicited after the date
of this Agreement, participate in discussions or negotiations with, or furnish
information with respect to Company pursuant to a confidentiality agreement
substantially similar to the Confidentiality Agreement (as defined in Section
6.8), to any person. In addition, following the receipt of an Acquisition
Proposal, which the Board of Directors determines in good faith, based upon the
advice of its outside financial advisors, to be more favorable to Company's
stockholders than the Offer and the Merger (a "Superior Proposal"), Company may
terminate this Agreement under Section 8.1(b)(ii) and accept such Superior
Proposal, and the Board of Directors may approve or recommend (and, in
connection therewith, withdraw or modify the approval or recommendation of the
Offer, this Agreement or the Merger) such Superior Proposal. Nothing contained
in this Section 6.6(b) shall prohibit Company or its Board of Directors from (i)
taking, and disclosing to Company's stockholders, a position with respect to an
Acquisition Proposal pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act
or (ii) making any disclosure to Company's stockholders that, in the judgment of
the Board of Directors or Company, is required under applicable law.

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<PAGE> 22

6.7 Notification of Certain Matters. Company shall give prompt notice to
Parent, and Parent shall give prompt notice to Company, of (i) the occurrence,
or failure to occur, of any event which occurrence or failure would be likely to
cause any representation or warranty contained in this Agreement, the Disclosure
Schedule or any written certificate or schedule delivered pursuant hereto to be
untrue or inaccurate in any material respect at any time from the date hereof to
the time Purchaser first pays for any Shares tendered pursuant to the Offer and
(ii) any material failure of Company, or Parent, Purchaser or any of their
affiliates, as the case may be, or of any officer, director, employee or agent
thereof, to comply with or satisfy any covenant, condition or agreement to be
complied with or satisfied by it under this Agreement; provided, however, that
no such notification shall affect the representations or warranties of the
parties or the conditions to the obligations to the parties hereunder.

6.8 Access to Information.

(a) Subject to the terms and conditions of that certain Confidentiality
Agreement dated August 22, 1994 by and between Parent and Company (the
"Confidentiality Agreement"), Company shall, and shall cause its subsidiaries,
officers, directors, employees and agents to, provide to the officers, employees
and agents (including, without limitation, lawyers and investment bankers) of
Parent, Purchaser and their affiliates reasonable access, at all reasonable
times upon reasonable notice and in such manner as will not unreasonably
interfere with the conduct of Company's business, to, from the date hereof to
the Effective Date, Company's officers, employees, agents, properties, books,
records and contracts, and shall furnish to Parent, Purchaser and their
affiliates all financial, operating and other data and information as Parent,
Purchaser or their affiliates, through their respective officers, employees or
agents, may reasonably request.

(b) No investigation pursuant to this Section 6.8 shall affect any
representations or warranties of the parties herein or the conditions to the
obligations of the parties hereto.

6.9 Officers' and Directors' Insurance; Indemnification. It is understood
and agreed that Company shall, to the fullest extent permitted under applicable
laws, indemnify and hold harmless, and, after the Effective Date, Parent and the
Surviving Corporation shall, to the fullest extent permitted under applicable
laws, indemnify and hold harmless, each present and former director and officer
of Company (the "Indemnified Parties") against any losses, claims, damages,
liabilities, costs, expenses, judgments and amounts paid in settlement in
connection with any claim, action, suit, proceeding or investigation arising out
of or pertaining to any action or omission by such director or officer prior to
the Effective Date in his/her capacity as such (including, without limitation,
any claims, actions, suits, proceedings or investigations which arise out of or
relate to the transactions contemplated by this Agreement; provided, however,
that neither Company, Parent nor Surviving Corporation shall have any obligation
under this Section to indemnify any Indemnified Party hereunder against any
losses, claims, damages, liabilities, costs, expenses, judgments or amounts to
the extent the same is found to have resulted from such Indemnified Person's own
gross negligence or willful misconduct. In the event any such claim, action,
suit, proceeding or investigation is brought against any Indemnified Party
(whether arising before or after the Effective Date), (a) the Indemnified
Parties may retain counsel satisfactory to them and Company (or them and the
Surviving Corporation and Parent after the Effective Date), (b) Company (or
after the Effective Date, the Surviving Corporation and Parent) shall pay all
fees and expenses of such counsel for the Indemnified Parties promptly as
statements therefor are received, and (c) Company (or after the Effective Date,
the Surviving Corporation and Parent) will use their respective reasonable
efforts to assist in the vigorous defense of any such matter, provided, that
neither Company, the Surviving Corporation nor Parent shall be liable for any
such settlement effected without their written consent, which consent, however,
shall not be unreasonably withheld. Any Indemnified Party wishing to claim
indemnification under this Section 6.9, upon learning of any such claim, action,
suit, proceeding or investigation, shall notify Company, the Surviving
Corporation or Parent thereof and shall deliver to Company or the Surviving
Corporation an undertaking to repay any amounts advanced pursuant hereto when
and if a court of competent jurisdiction shall ultimately determine, after
exhaustion of all avenues of appeal, that such Indemnified Party was not
entitled to indemnification under this Section. The Indemnified Parties as a
group may retain only one law firm in each jurisdiction to represent them with
respect to any such matter unless there is, under applicable standards of
professional conduct as determined by such counsel, a conflict on any
significant issue between the positions of any two or more Indemnified Parties.
This Section 6.9 shall survive

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<PAGE> 23

the consummation of the Merger. The Certificate of Incorporation and Bylaws of
Company will not be amended in a manner which adversely affects the rights of
the Indemnified Parties under this Section 6.9. Nothing contained herein shall
in any way limit the rights of any director or officer under any indemnification
agreement or charter or Bylaw provision of Company existing on the date hereof.

6.10 Severance. If at any time during the one year period following the
Effective Date, Company effects any reduction in employment of any employee who
as of the Effective Date had been an employee of Company, Company shall, except
as otherwise required pursuant to applicable severance agreements, substantially
comply with the Synergen, Inc. August 1, 1994 Severance Benefits Program For
Eligible Employees Below Director Level; Synergen, Inc. August 1, 1994 Severance
Benefits Program For Eligible Director Level Employees; and Synergen, Inc.
August 1, 1994 Severance Benefits Program For Eligible Vice Presidents.

6.11 Liquidated Damages. If Purchaser shall have elected to terminate
this Agreement pursuant to Section 8.1(c)(v), then Company shall be obligated to
pay Purchaser $8,000,000 as liquidated damages. The parties acknowledge and
agree that it is difficult or impossible to determine with precision the amount
of damages that would or might be incurred by Purchaser if an event described in
Section 8.1(c)(v) were to occur. It is understood and agreed by the parties that
if Purchaser shall be damaged by an event described in Section 8.1(c)(v), (i) it
would be impracticable or extremely difficult to fix the actual damages
resulting therefrom, (ii) any sums which would be payable by Company under this
Agreement are in the nature of liquidated damages, and not a penalty, and are
fair and reasonable, and (iii) such payment represents a reasonable estimate of
fair compensation for the losses that may reasonably be anticipated from the
occurrence of any such events, and, except for the termination rights of
Purchaser set forth in Section 8.1(c)(v) and Annex I, shall be the sole and
exclusive measure of damages with respect to any such occurrence. Once such
liquidated damages have been paid in accordance with the provisions of this
Agreement, Company shall be relieved of any further liability in respect of
damages relating to the fact or circumstance giving rise to such liquidated
damages.

7. CONDITIONS

7.1 Conditions to Obligation of Each Party to Effect the Merger. The
respective obligations of each party to effect the Merger shall be subject to
the fulfillment at or prior to the Effective Date of the following conditions:

(a) If required by the Delaware Law, this Agreement and the Merger
shall have been approved and adopted by the requisite vote or consent of
the stockholders of Company;

(b) Subject to Section 1.1(c), Shares shall have been purchased
pursuant to the Offer; and

(c) No preliminary or permanent injunction or other order, decree or
ruling issued by a court of competent jurisdiction or by a governmental,
regulatory or administrative agency or commission nor any statute, rule,
regulation or executive order promulgated or enacted by any governmental
authority shall be in effect, which would make the acquisition or holding
by Parent, its subsidiaries or affiliates of the shares of Common Stock of
the Surviving Corporation illegal or otherwise prevent the consummation of
the Merger; provided, however, that the parties shall have used all
reasonable efforts to prevent such event.

8. TERMINATION, AMENDMENT AND WAIVER

8.1 Termination. This Agreement may be terminated at any time prior to
the Effective Date, whether prior to or after approval by the stockholders of
Company:

(a) By mutual written consent of the Boards of Directors of Purchaser
and Company; or

(b) By Company:

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<PAGE> 24

commencement of the Offer; or (B) the Offer shall expire without any
Shares having been purchased and without Purchaser having an obligation
to extend the Offer under Section 1.1, except that in each case, Company
may not terminate this Agreement pursuant to this clause if it shall
have failed to perform in any material respect any of its material
obligations under this Agreement;

(ii) In the event Company has complied in all material respects
with Section 6.6 and has determined to accept a Superior Proposal;

(iii) If the Effective Date shall not have occurred on or before
one year after the date hereof due to a failure of any of the conditions
to the obligations of Company set forth in Section 7.1; or

(iv) If Purchaser shall have breached or failed to perform in all
material respects any of its material obligations or agreements under
this Agreement, or any of Purchaser's material representations and
warranties shall be, or have become, inaccurate or incomplete in any
material respect.

(i) If (A) Purchaser or any of its subsidiaries or affiliates shall
have (1) failed to commence the Offer within the time period specified
in Section 1.1; (2) terminated the Offer in accordance with its terms;
or (3) failed to purchase Shares pursuant to the Offer within 120 days
after the commencement of the Offer; or (B) the Offer shall expire
without any Shares having been purchased and without Purchaser having an
obligation to extend the Offer under Section 1.1, except that in each
case, Purchaser may not terminate this Agreement pursuant to this clause
if it shall have failed to perform in any material respect any of its
material obligations under this Agreement;

(ii) In the event that Company has complied in all material
respects with Section 6.6 and has determined to accept a Superior
Proposal;

(iii) If the Effective Date shall not have occurred on or before
one year after the date hereof due to a failure of any of the conditions
to the obligations of Purchaser set forth in Section 7.1;

(iv) If Company shall have withdrawn or modified in a manner
adverse to Purchaser its approval or recommendation of the Offer, this
Agreement or the Merger, or the Board of Directors shall have resolved
to do any of the foregoing, except that Purchaser may not terminate this
Agreement pursuant to this clause if it shall have failed to perform in
any material respect any of its obligations under this Agreement; or

(v) If Company shall have breached or failed to perform in all
material respects any of its obligations or agreements under this
Agreement, or any of the representations and warranties of Company set
forth in this Agreement, the Disclosure Schedule or in any written
certificate or schedule delivered pursuant thereto shall be, or have
become, inaccurate or incomplete in any respect, in each case, with such
exceptions as would not in the aggregate have a Material Adverse Effect
on Company and its Subsidiaries taken as a whole.

8.2 Effect of Termination. In the event of the termination of this
Agreement as provided in Section 8.1, (A) this Agreement shall forthwith become
void, and there shall be no liability on the part of Parent, Purchaser or
Company, except as set forth in this Section 8.2 and in Section 6.4 and (B)
Purchaser shall terminate the Offer, if still pending, without purchasing any
additional Shares.

8.3 Amendment. Subject to applicable law, this Agreement may be amended,
modified or supplemented by written agreement of the parties hereto at any time
before the Effective Date.

8.4 Waiver. Subject to applicable law, at any time prior to the Effective
Date, whether before or after the Special Meeting, any party hereto may (i)
extend the time for the performance of any of the obligations or other acts of
any other party hereto or (ii) waive compliance with any of the agreements of
any other party or with any conditions to its own obligations. Any agreement on
the part of a party hereto to any such extension or waiver shall be valid only
if set forth in an instrument in writing signed on behalf of such party by a
duly authorized officer.

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<PAGE> 25

9. GENERAL PROVISIONS

9.1 Brokers.

(a) Company represents and warrants that no broker, finder or investment
banker other than Morgan Stanley & Co. Incorporated and Alex. Brown & Sons
Incorporated are entitled to any brokerage, finder's or other fee or commission
in connection with the Offer or the Merger based upon arrangements made by or on
behalf of Company.

(b) Parent represents and warrants that no broker, finder or investment
banker other than CS First Boston Corporation is entitled to any brokerage,
finder's or other fee or commission in connection with the Offer or the Merger
based upon arrangements made by or on behalf of Parent or its affiliates.

9.2 Public Statements. The parties agree to consult with each other prior
to issuing any public announcement or statement with respect to the Offer or the
Merger.

9.3 Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered personally or
sent by cable, telegram, telecopies or telex to the parties at the following
addresses or at such other addresses as shall be specified by the parties by
like notice:

(a) If to Parent or Purchaser:
Amgen Inc.
Amgen Center
1840 DeHavilland Drive
Thousand Oaks, California 91320-1789
Attention: Secretary

with a copy to:

Amgen Inc.
Amgen Center
1840 DeHavilland Drive
Thousand Oaks, California 91320-1789
Attention: Senior Vice President, Corporate Development

Latham & Watkins
633 West Fifth Street, Suite 4000
Los Angeles, California 90071
Attention: George A. Vandeman, Esq.

(b) If to Company:

Synergen, Inc.
1885 33rd Street
Boulder, Colorado 80301
Attention: Secretary

with a copy to:

Wilson, Sonsini, Goodrich & Rosati
650 Page Mill Road
Palo Alto, California 94304-1050
Attention: Larry W. Sonsini, Esq.

9.4 Interpretation. All defined terms herein include the plural as well
as the singular. All references in this Agreement to designated "Articles,"
"Sections" and other subdivisions are to the designated Articles, Sections and
other subdivisions of this Agreement. The words "herein," "hereof" and
"hereunder" and other words of similar import refer to this Agreement as a whole
and not to any particular Article, Section or other subdivision. This Agreement
shall not be construed for or against either party by reason of the authorship
or alleged authorship of any provisions hereof or by reason of the status of the
respective parties. When a

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<PAGE> 26

reference is made in this Agreement to subsidiaries of Parent or Purchaser or
Company, the word "subsidiaries" means any corporation more than 50 percent of
whose outstanding voting securities, or any partnership, joint venture or other
entity more than 50 percent of whose total equity interest, is directly or
indirectly owned by Parent or Purchaser or Company, as the case may be. For
purposes of this Agreement, Company shall not be deemed to be an affiliate or
subsidiary of Purchaser or Parent. The headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

9.5 Representations and Warranties; Etc. The respective representations
and warranties of Company, Parent and Purchaser contained herein shall expire
with, and be terminated and extinguished upon, consummation of the Merger, and
thereafter neither Company, Parent nor Purchaser nor any officer, director or
principal thereof shall be under any liability whatsoever with respect to any
such representation or warranty. This Section 9.5 shall have no effect upon any
other obligation of the parties hereto, whether to be performed before or after
the consummation of the Merger.

9.6 Miscellaneous. This Agreement (including the Disclosure Schedule
referred to herein) (i) constitutes the entire agreement and supersedes all
other prior agreements and undertakings, both written and oral, among the
parties, or any of them, with respect to the subject matter hereof; (ii) except
for Sections 2.6, 6.8, 6.9 and 6.10, is not intended to confer upon any other
person any rights or remedies hereunder; (iii) shall not be assigned, except by
Parent and Purchaser to a directly or indirectly wholly owned subsidiary of
Parent which, in a written instrument shall agree to assume all of such party's
obligations hereunder and be bound by all of the terms and conditions of this
Agreement; provided, however, that no such assignment shall relieve the
assigning party of the obligations hereunder; and (iv) shall be governed in all
respects, including validity, interpretation and effect, by the internal laws of
the State of Delaware, without giving effect to the principles of conflict of
laws thereof. Only Purchaser (or Parent, or a directly or indirectly wholly
owned subsidiary of Parent, to which Purchaser assigns such rights and
obligations) may commence the Offer or purchase Shares thereunder. This
Agreement may be executed in one or more counterparts which together shall
constitute a single agreement.

IN WITNESS WHEREOF, Parent and Purchaser and Company have caused this
Agreement to be executed as of the date first written above by their respective
officers thereunder duly authorized.

AMGEN INC.

/s/ GORDON M. BINDER
-------------------------------------
Name: Gordon M. Binder
Title: Chief Executive Officer and
Chairman of the Board

AMGEN ACQUISITION SUBSIDIARY, INC.

/s/ THOMAS E. WORKMAN, JR.
-------------------------------------
Name: Thomas E. Workman, Jr.
Title: Chief Executive Officer

SYNERGEN, INC.

/s/ GREGORY B. ABBOTT
-------------------------------------
Name: Gregory B. Abbott
Title: President and Chief Executive
Officer

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<PAGE> 27

ANNEX I

Certain Conditions of the Offer. Notwithstanding any other provisions of
the Offer, but subject to the terms of this Agreement, and in addition to the
Minimum Condition, Purchaser shall not be required to accept for payment or pay
for, or may delay the acceptance for payment of or payment for, tendered Shares,
or may, in the sole discretion of Purchaser, terminate the Offer as to any
Shares not then accepted for payment or paid for, if any of the following events
shall occur, which, in the reasonable judgment of Purchaser with respect to each
and every matter referred to below and regardless of the circumstances giving
rise to any of the following events, makes it inadvisable to proceed with the
Offer, the acceptance for payment or payment for the Shares or the Merger:

(a) The affirmative vote of the holders of more than a majority of the
outstanding Shares is required to consummate the Merger or Purchaser is not
entitled to vote its Shares for the Merger, or the affirmative vote of the
holders of any securities of Company other than the Shares is required to
consummate the Merger;

(b) Any waiting period (and any extension thereof) applicable to the
consummation of the transactions contemplated by this Agreement under the
Hart-Scott-Rodino Act shall not have expired or been terminated;

(c) Company shall not have obtained such licenses, permits, consents,
approvals, authorizations, qualifications and orders of governmental
authorities and parties to contracts with Company and its Subsidiaries as
are necessary for consummation of the Merger (excluding licenses, permits,
consents, approvals, authorizations, qualifications or orders, the failure
of which to obtain would not in the aggregate have a Material Adverse
Effect on Company and its Subsidiaries taken as a whole);

(d) Company shall have withdrawn or modified in a manner adverse to
Purchaser its approval or recommendation of the Offer, this Agreement or
the Merger, or the Board of Directors shall have resolved to do any of the
foregoing, except in the case that Purchaser or Parent shall have failed to
perform in any material respect any of their respective material
obligations under this Agreement;

(e) There shall be instituted or pending any action or proceeding
which has a reasonable probability of success before any domestic or
foreign court, legislative body or governmental agency or other regulatory
or administrative agency or commission (i) challenging the acquisition in
whole or in part of the Shares, seeking to restrain or prohibit the making
or consummation of the Offer or seeking to obtain any material damages or
otherwise directly or indirectly relating to the transaction contemplated
by the Offer, (ii) seeking to prohibit or restrict the ownership or
operation by Parent or Purchaser (or any of their respective affiliates or
subsidiaries) of any material portion of its or Company's business or
assets, or to compel Parent or Purchaser (or any of their respective
affiliates or subsidiaries) to dispose of or hold separate all or any
material portion of Company's business or assets as a result of the Offer,
(iii) making the purchase of, or payment for, some or all of the Shares
illegal, (iv) resulting in a delay in the ability of Purchaser to accept
for payment or pay for some or all of the Shares, (v) imposing material
limitations on the ability of Purchaser effectively to acquire or to hold
or to exercise full rights of ownership of the Shares, including, without
limitation, the right to vote the Shares purchased by Purchaser on all
matters properly presented to the stockholders of Company, (vi) imposing
any limitations on the ability of Parent or Purchaser or any of their
respective affiliates or subsidiaries effectively to control in any
material respect the business and operations of Company; (vii) which
otherwise is reasonably likely to have a Material Adverse Effect on Company
and its Subsidiaries taken as a whole; or (viii) which may result in a
material limitation on the benefits expected to be derived by Parent and
Purchaser as a result of the Offer, including without limitation, any
limitation on the ability to consummate the Merger;

(f) Any statute, rule, regulation or order shall be enacted,
promulgated, entered or deemed applicable to the Offer or the Merger, or
any other action shall have been taken, proposed or threatened, by any
domestic or foreign government or governmental authority or by any court,
domestic or foreign, which, in the reasonable judgment of Purchaser, is
reasonably likely, directly or indirectly, to result in any of the
consequences referred to in clauses (i)-(viii) of subsection (e) above;

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<PAGE> 28

(g) Any change (or any development involving a prospective change)
shall have occurred which in the judgment of Purchaser had, or may
reasonably be expected to have, a Material Adverse Effect on Company and
its Subsidiaries taken as a whole;

(h) Company shall have breached or failed to perform in all material
respects any of its obligations or agreements under this Agreement, or any
of the representations and warranties of Company set forth in this
Agreement, the Disclosure Schedule or in any written certificate or
schedule delivered pursuant thereto shall be, or have become, inaccurate or
incomplete in any respect, in each case, with such exceptions as would not
in the aggregate have a Material Adverse Effect on Company and its
Subsidiaries taken as a whole;

(i) This Agreement shall have been terminated by Company, Parent or
Purchaser pursuant to its terms;

(j) Any "Triggering Event" under the Rights Agreement shall have
occurred and the Rights shall not be redeemable by Company; or

(k) (1) a Stipulation of Settlement shall not have been entered into
by Company and certain plaintiffs (the "Plaintiffs") (the "Stipulation of
Settlement") constituting, subject to court approval, a legally binding
agreement for the full and complete settlement of the class action
litigation captioned In re Synergen, Inc. Securities Litigation, Case No.
93-B-402, pending in the United States District Court for the District of
Colorado (the "Court"), as such settlement is described in that certain
Memorandum of Understanding dated the date hereof by and between Company
and the Plaintiffs (the "MOU"), (2) the Stipulation of Settlement shall not
be in full force and effect or shall not reasonably reflect the terms and
conditions of the MOU or (3) the Court shall not have entered a Scheduling
Order providing for, (a) approval of a form of notice to the class members
of the Stipulation of Settlement and a deadline for giving notice to the
class members, (b) deadlines for class members to object to the settlement
and/or to opt out of the class and (c) a hearing date upon which the Court
will consider whether to grant final approval of the Stipulation of
Settlement.

I-2

<PAGE> 1
EXHIBIT 10.1

August 22, 1994

AMGEN INC.
1840 DeHavilland Drive
Thousand Oaks, California 91320-1701

Attention: Daniel Vapnek, Senior Vice President of Research

CONFIDENTIALITY AGREEMENT

Dear Sirs:

In connection with your possible interest in an acquisition or alliance (the
"Transaction") involving Synergen, Inc. (the "Company"), you have requested
that we or our representatives furnish you or your representatives with certain
information relating to the Company or the Transaction. All scientific,
technical, pre-clinical and clinical data and information, including patent
information, directly related to GDNF, FGF, TNF binding protein and IL-1ra
(ANTRIL(TM)), and all other information regarding the Company or the
Transaction furnished, whether before or after the date hereof and whether
orally or in writing (and if furnished orally, confirmed in writing within 30
days thereafter) by us or our directors, officers, employees, affiliates,
representatives (including without limitation, financial advisors, attorneys
and accountants) or agents (collectively, "our Representatives") as part of
discussions or investigations regarding the Transaction to you or your
directors, officers, employees, affiliates, representatives (including without
limitation, financial advisors, attorneys and accountants) or agents or your
potential sources of financing for the Transaction (collectively, "your
Representatives") and all analyses, compilations, forecasts, studies or other
documents prepared by you or your Representatives in connection with your or
their review of, or your interest in, the Transaction which contain or reflect
any furnished information is hereinafter referred to as the "Information." The
term "Information" will not, however, include information which (i) is or
becomes publicly available other than as a result of a disclosure by you or
your Representatives or (ii) is or becomes available to you on a
nonconfidential basis from a source (other than us or our Representatives)
which, to the best of your knowledge after due inquiry, is not prohibited from
disclosing such information to you by a legal, contractual or fiduciary
obligation to us.

Accordingly, you hereby agree that:

1. For a period of three years after the final termination of any discussions
and investigation regarding the Transaction, you and your Representatives (i)
will keep the Information confidential and will not (except as required by
applicable law, regulation or legal process, and only after compliance with
paragraph 3 below), without our prior written consent, disclose any Information
in any manner whatsoever, and (ii) will not use any Information other than in
connection with the Transaction; provided, however, that you may reveal the
Information to your Representatives (a) who need to know the Information for
the purpose of evaluating the Transaction, (b) who are informed by you of the
confidential nature of the Information and (c) who agree to act in accordance
with the terms of this
<PAGE> 2
AMGEN INC.
August 22, 1994
Page 2

Confidentiality Agreement (the "Agreement"). You will cause your
Representatives to observe the terms of this Agreement, and you will be
responsible for any breach of this Agreement by any of your Representatives.
It is understood that the Information shall be solely for the purpose of
evaluating the Transaction and that the Information to be disclosed by the
Company shall only be that information which is reasonably necessary to the
Transaction, and that information which is not reasonably necessary for
evaluation shall not be required to be disclosed. The Company agrees that
unless you specify in writing otherwise, the Company will disclose only that
Information reasonably necessary to the Transaction which you request in
writing.

2. You and your Representatives will not (except as required by applicable
law, regulation or legal process, and only after compliance with paragraph 3
below), without our prior written consent, disclose to any person the fact that
the Information exists or has been made available, that you are considering the
Transaction or any other transaction involving the Company, or that discussions
or negotiations are taking or have taken place concerning the Transaction or
involving the Company or any term, condition or other fact relating to the
Transaction or such discussions or negotiations, including, without limitation,
the status thereof.

3. In the event that you or any of your Representatives are requested (by
oral questions, interrogatories, requests for information or documents in legal
proceedings, subpoena, civil investigative demand or other similar process)
pursuant to, or required by, applicable law, regulation or legal process to
disclose any of the Information, you will notify us promptly so that we may
seek a protective order or other appropriate remedy or, in our sole discretion,
waive compliance with the terms of this Agreement, and you shall cooperate with
us to obtain any such appropriate protective order if we so reasonably request.
In the event that no such protective order or other remedy is obtained, or that
the Company waives compliance with the terms of this Agreement, you will
furnish only that portion of the Information which you are advised by counsel
is legally required and will exercise all reasonable efforts to obtain reliable
assurance that confidential treatment will be afforded the Information.

4. If you determine not to proceed with the Transaction, you will promptly
inform our Representative, Morgan Stanley & Co. Incorporated ("Morgan Stanley")
and the Company of that decision and, in that case, and at any time upon
request of the Company or any of our Representatives, you will either (i)
promptly destroy all copies of the written Information in your or your
Representatives' possession and confirm such destruction to us in writing, or
(ii) promptly deliver to the Company at your own expense all copies of the
written Information in your or your Representatives' possession; provided,
however, that you will not be required to destroy or return to the Company any
analyses, compilations, forecasts, studies or other documents prepared solely
by you or your Representatives exclusively for your internal use.
Notwithstanding the return or destruction of the Information, you and your
Representatives will continue to be bound by the obligations of confidentiality
and other obligations hereunder.

5. You acknowledge that neither we, nor Morgan Stanley or its affiliates, nor
our other Representatives, nor any of our or their respective officers,
directors, employees, agents or controlling persons within the meaning of
Section 20 of the Securities Exchange Act of 1934, as amended, makes any
express or implied representation or warranty as to the accuracy or
completeness of the Information, and you agree that no such person will have
any liability relating to the Information or for any errors therein or
omissions therefrom. You further agree that you are not entitled to rely on
the accuracy or
<PAGE> 3
AMGEN INC.
August 22, 1994
Page 3

completeness of the Information and that you will be entitled to rely solely on
such representations and warranties as may be included in any definitive
agreement with respect to the Transaction, subject to such limitations and
restrictions as may be contained therein.

6. You understand and agree that no contract or agreement providing for any
Transaction shall be deemed to exist between you and the Company unless and
until a final definitive agreement has been executed and delivered. Until a
final definitive agreement regarding a Transaction has been executed and
delivered, neither you nor the Company will have any legal obligation of any
kind whatsoever with respect to a Transaction by virtue of this Agreement
except for the matters specifically agreed to herein. For purposes of this
paragraph, the term "definitive agreement" does not include an executed letter
of intent or other preliminary written agreement, except for such matters, if
any, as may be specifically agreed to herein. The Company reserves the right,
in its sole discretion, to provide or not provide Information, to reject any
and all proposals made with regard to a Transaction and to terminate
discussions and negotiations at any time.

7. You are aware, and you will advise your Representatives who are informed
of the matters that are the subject of this Agreement, of the restrictions
imposed by the United States securities laws on the purchase or sale of
securities by any person who has received material, non-public information
from the issuer of such securities and on the communication of such information
to any other person when it is reasonably foreseeable that such other person is
likely to purchase or sell such securities in reliance upon such information.

8. You agree that, for a period of three years from the date of this letter
agreement, neither you nor any of your affiliates will, without the prior
written consent of the Company or its Board of Directors: (i) acquire, offer to
acquire, or agree to acquire, directly or indirectly, by purchase or otherwise,
any voting securities or direct or indirect rights to acquire any voting
securities of the Company or any subsidiary therof, or of any successor to or
person in control of the Company, or any assets of the Company or any subsidiary
or division thereof or of any such successor or controlling person; (ii) make,
or in any way participate in, directly or indirectly, any "solicitation" of
"proxies" or become a "participant" in any "election contest" (as such terms
are used in the rules of the Securities and Exchange Commission) to vote, or
seek to advise, encourage or influence any person or entity with respect to the
voting of, any voting securities of the Company or demand a copy of the
Company's stock ledger; (iii) make any public announcement with respect to, or
submit a proposal for, or offer of (with or without conditions) any
extraordinary transaction involving the Company or its securities or assets;
(iv) form, join or in any way participate in a "group" (as defined in Section
13(d)(3) of the Securities Exchange Act of 1934, as amended), or enter into any
discussions, negotiations, arrangements or understanding with any third party
in connection with any of the foregoing; or (v) request the Company or any of
our Representatives, directly or indirectly, to amend or waive any provision of
this paragraph. You will promptly advise the Company of any inquiry or
proposal made to you with respect to any of the foregoing.

9. You agree that, for a period of three years from the date of this letter
agreement, you will not, directly or indirectly, solicit for employment any
employee of the Company or any of its subsidiaries with whom you have had
contact or who became known to you in connection with your consideration of the
Transaction.

<PAGE> 4
AMGEN INC.
August 22, 1994
Page 4

10. You agree that all (i) communications regarding the Transaction, (ii)
requests for additional information, facility tours or management meetings, and
(iii) discussions or questions regarding procedures with respect to the
Transaction, will be first submitted or directed to Morgan Stanley and not the
Company unless otherwise approved by the Company. You acknowledge and agree
that (a) we and our Representatives are free to conduct the process leading up
to a possible Transaction as we and our Representatives, in our sole
discretion, determine (including, without limitation, by negotiating with any
prospective buyer and entering into a preliminary or definitive agreement
without prior notice to you or any other person), (b) we reserve the right, in
our sole discretion, to change the procedures relating to our consideration of
the Transaction at any time without prior notice to you or any other persons,
to reject any and all proposals made by you or any of your Representatives with
regard to the Transaction, and to terminate discussions and negotiations with
you at any time and for any reason, and (c) unless and until a written
definitive agreement concerning the Transaction has been executed, neither we
nor any of our Representatives will have any liability to you with respect to
the Transaction, whether by virtue of this letter agreement, any other written
or oral expression with respect to the Transaction or otherwise.

11. You acknowledge that remedies at law may be inadequate to protect us
against any actual or threatened breach of this letter agreement by you or your
Representatives, and, without prejudice to any other rights and remedies
otherwise available to us, you agree to the granting of injunctive relief in
our favor without proof of actual damages. In the event of litigation relating
to this letter agreement, and issuance by a court of competent jurisdiction of
a final, nonappealable order, the party against whom the order was rendered
will reimburse the other party for its costs and expenses (including, without
limitation, legal fees and expenses) incurred in connection with all such
litigation.

12. You agree that no failure or delay by us in exercising any right, power
or privilege hereunder will operate as a waiver thereof, nor will any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any right, power or privilege hereunder.

13. This letter agreement will be governed by and construed in accordance
with the laws of the State of Delaware applicable to contracts between
residents of that State and executed in and to be performed in the State.

14. This letter agreement contains the entire agreement between you and us
concerning the confidentiality of the Information, and no modifications of this
letter agreement, or waiver of the terms and conditions hereof will be binding
upon you or us, unless approved in writing by each of you and us.

<PAGE> 5
AMGEN INC.
August 22, 1994
Page 5

Please confirm your agreement with the foregoing by signing and returning to
the undersigned the duplicate copy of this letter enclosed herein.

Very truly yours,

SYNERGEN, INC.

By: /s/ GREGORY B. ABBOTT
----------------------
Name: Gregory B. Abbott
--------------------
Title: President and Chief
Executive Officer
-------------------

Accepted to and Agreed as of the date
first above written:

AMGEN INC.

By: /s/ DANIEL VAPNEK
---------------------
Name: Daniel Vapnek
-------------------
Title: Sr. Vice President,
Research
------------------

<PAGE> 1

EXHIBIT 10.2

SYNERGEN, INC.

INDEMNIFICATION AGREEMENT

This Indemnification Agreement ("Agreement") is effective as of
October 26, 1994 by and between Synergen, Inc., a Delaware corporation (the
"Company"), and ________________________ ("Indemnitee").

WHEREAS, the Company desires to attract and retain the services of
highly qualified individuals, such as Indemnitee, to serve the Company and its
related entities;

WHEREAS, in order to induce Indemnitee to continue to provide services
to the Company, the Company wishes to provide for the indemnification of, and
the advancement of expenses to, Indemnitee to the maximum extent permitted by
law;

WHEREAS, the Company and Indemnitee recognize the continued difficulty
in obtaining liability insurance for the Company's directors, officers,
employees, agents and fiduciaries, the significant increases in the cost of
such insurance and the general reductions in the coverage of such insurance;

WHEREAS, the Company and Indemnitee further recognize the substantial
increase in corporate litigation in general, subjecting directors, officers,
employees, agents and fiduciaries to expensive litigation risks at the same
time as the availability and coverage of liability insurance has been severely
limited; and

WHEREAS, in view of the considerations set forth above, the Company
desires that Indemnitee shall be indemnified and advanced expenses by the
Company as set forth herein;

NOW, THEREFORE, the Company and Indemnitee hereby agree as set forth
below.

1. Certain Definitions.

(a) "Change in Control" shall mean, and shall be deemed
to have occurred if, on or after the date of this Agreement, (i) any "person"
(as such term is used in Sections 13(d) and 14(d) of the Securities Exchange
Act of 1934, as amended), other than a trustee or other fiduciary holding
securities under an employee benefit plan of the Company acting in such
capacity or a corporation owned directly or indirectly by the stockholders of
the Company in substantially the same proportions as their ownership of stock
of the Company, becomes the "beneficial owner" (as defined in Rule 13d-3 under
said Act), directly or indirectly, of securities of the Company representing
more than 50% of the total voting power represented by the Company's then
outstanding Voting Securities, (ii) during any period of two consecutive years,
individuals who at the beginning of such period constitute the Board of
Directors of the Company and any new director
<PAGE> 2
whose election by the Board of Directors or nomination for election by the
Company's stockholders was approved by a vote of at least two thirds (2/3) of
the directors then still in office who either were directors at the beginning
of the period or whose election or nomination for election was previously so
approved, cease for any reason to constitute a majority thereof, or (iii) the
stockholders of the Company approve a merger or consolidation of the Company
with any other corporation other than a merger or consolidation which would
result in the Voting Securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into Voting Securities of the surviving entity) at least 80% of the
total voting power represented by the Voting Securities of the Company or such
surviving entity outstanding immediately after such merger or consolidation, or
the stockholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of (in one
transaction or a series of related transactions) all or substantially all of
the Company's assets.

(b) "Claim" shall mean with respect to a Covered Event:
any threatened, pending or completed action, suit, proceeding or alternative
dispute resolution mechanism, or any hearing, inquiry or investigation that
Indemnitee in good faith believes might lead to the institution of any such
action, suit, proceeding or alternative dispute resolution mechanism, whether
civil, criminal, administrative, investigative or other.

(c) References to the "Company" shall include, in
addition to Synergen, Inc., any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger to which
Synergen, Inc. (or any of its wholly owned subsidiaries) is a party which, if
its separate existence had continued, would have had power and authority to
indemnify its directors, officers, employees, agents or fiduciaries, so that if
Indemnitee is or was a director, officer, employee, agent or fiduciary of such
constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee, agent or fiduciary of
another corporation, partnership, joint venture, employee benefit plan, trust
or other enterprise, Indemnitee shall stand in the same position under the
provisions of this Agreement with respect to the resulting or surviving
corporation as Indemnitee would have with respect to such constituent
corporation if its separate existence had continued.

(d) "Covered Event" shall mean any event or occurrence
related to the fact that Indemnitee is or was a director, officer, employee,
agent or fiduciary of the Company, or any subsidiary of the Company, or is or
was serving at the request of the Company as a director, officer, employee,
agent or fiduciary of another corporation, partnership, joint venture, trust or
other enterprise, or by reason of any action or inaction on the part of
Indemnitee while serving in such capacity.

(e) "Expenses" shall mean all reasonable expenses
(including reasonable attorneys' fees and all other reasonable costs, expenses
and obligations incurred in connection with investigating, defending, being a
witness in or participating in (including on appeal), or preparing to defend,
to be a witness in or to participate in, any action, suit, proceeding,
alternative dispute

- 2 -
<PAGE> 3
resolution mechanism, hearing, inquiry or investigation), judgments, fines,
penalties and amounts paid in settlement (if such settlement is approved in
advance by the Company, which approval shall not be unreasonably withheld) of
any Claim and any federal, state, local or foreign taxes imposed on the
Indemnitee as a result of the actual or deemed receipt of any payments under
this Agreement.

(f) "Expense Advance" shall mean a payment to Indemnitee
pursuant to Section 3 of Expenses in advance of the settlement of or final
judgement in any action, suit, proceeding or alternative dispute resolution
mechanism, hearing, inquiry or investigation which constitutes a Claim.

(g) "Independent Legal Counsel" shall mean an attorney or
firm of attorneys, selected in accordance with the provisions of Section 2(d)
hereof, who shall not have otherwise performed services for the Company or
Indemnitee within the last three years (other than with respect to matters
concerning the rights of Indemnitee under this Agreement, or of other
Indemnitees under similar indemnity agreements).

(h) References to "other enterprises" shall include
employee benefit plans; references to "fines" shall include any excise taxes
assessed on Indemnitee with respect to an employee benefit plan; and references
to "serving at the request of the Company" shall include any service as a
director, officer, employee, agent or fiduciary of the Company which imposes
duties on, or involves services by, such director, officer, employee, agent or
fiduciary with respect to an employee benefit plan, its participants or its
beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan, Indemnitee shall be deemed to have acted in a
manner "not opposed to the best interests of the Company" as referred to in
this Agreement.

(i) "Reviewing Party" shall mean, subject to the
provisions of Section 2(d), any person or body appointed by the Board of
Directors in accordance with applicable law to review the Company's obligations
hereunder and under applicable law, which may include a member or members of
the Company's Board of Directors, Independent Legal Counsel or any other person
or body not a party to the particular Claim for which Indemnitee is seeking
indemnification.

(j) "Section" refers to a section of this Agreement
unless otherwise indicated.

(k) "Voting Securities" shall mean any securities of the
Company that vote generally in the election of directors.

2. Indemnification.

(a) Indemnification of Expenses. Subject to the
provisions of Section 2(b) below, the Company shall indemnify Indemnitee for
Expenses to the fullest extent permitted by law if Indemnitee was or is or
becomes a party to or witness or other participant in, or is threatened to be
made a party to or witness or other participant in, any Claim (whether by
reason of or arising in

- 3 -
<PAGE> 4
part out of a Covered Event), including all interest, assessments and other
charges paid or payable in connection with or in respect of such Expenses.

(b) Review of Indemnification Obligations.
Notwithstanding the foregoing, in the event any Reviewing Party shall have
determined (in a written opinion, in any case in which Independent Legal
Counsel is the Reviewing Party) that Indemnitee is not entitled to be
indemnified hereunder under applicable law, (i) the Company shall have no
further obligation under Section 2(a) to make any payments to Indemnitee not
made prior to such determination by such Reviewing Party, and (ii) the Company
shall be entitled to be reimbursed by Indemnitee (who hereby agrees to
reimburse the Company) for all Expenses theretofore paid to Indemnitee to which
Indemnitee is not entitled hereunder under applicable law; provided, however,
that if Indemnitee has commenced or thereafter commences legal proceedings in a
court of competent jurisdiction to secure a determination that Indemnitee is
entitled to be indemnified hereunder under applicable law, any determination
made by any Reviewing Party that Indemnitee is not entitled to be indemnified
hereunder under applicable law shall not be binding and Indemnitee shall not be
required to reimburse the Company for any Expenses theretofore paid in
indemnifying Indemnitee until a final judicial determination is made with
respect thereto (as to which all rights of appeal therefrom have been exhausted
or lapsed). Indemnitee's obligation to reimburse the Company for any Expenses
shall be unsecured and no interest shall be charged thereon.

(c) Indemnitee Rights on Unfavorable Determination;
Binding Effect. If any Reviewing Party determines that Indemnitee
substantively is not entitled to be indemnified hereunder in whole or in part
under applicable law, Indemnitee shall have the right to commence litigation
seeking an initial determination by the court or challenging any such
determination by such Reviewing Party or any aspect thereof, including the
legal or factual bases therefor, and, subject to the provisions of Section 15,
the Company hereby consents to service of process and to appear in any such
proceeding. Absent such litigation, any determination by any Reviewing Party
shall be conclusive and binding on the Company and Indemnitee.

(d) Selection of Reviewing Party; Change in Control. If
there has not been a Change in Control, any Reviewing Party shall be selected
by the Board of Directors, and if there has been such a Change in Control
(other than a Change in Control which has been approved by a majority of the
Company's Board of Directors who were directors immediately prior to such
Change in Control), any Reviewing Party with respect to all matters thereafter
arising concerning the rights of Indemnitee to indemnification of Expenses
under this Agreement or any other agreement or under the Company's Certificate
of Incorporation or Bylaws as now or hereafter in effect, or under any other
applicable law, if desired by Indemnitee, shall be Independent Legal Counsel
selected by Indemnitee and approved by the Company (which approval shall not be
unreasonably withheld). Such counsel, among other things, shall render its
written opinion to the Company and Indemnitee as to whether and to what extent
Indemnitee would be entitled to be indemnified hereunder under applicable law
and the Company agrees to abide by such opinion. The Company agrees to pay the
reasonable fees of the Independent Legal Counsel referred to above and to
indemnify fully such counsel against any and all expenses (including attorneys'
fees), claims,

- 4 -
<PAGE> 5
liabilities and damages arising out of or relating to this Agreement or its
engagement pursuant hereto. Notwithstanding any other provision of this
Agreement, the Company shall not be required to pay Expenses of more than one
Independent Legal Counsel in connection with all matters concerning a single
Indemnitee, and such Independent Legal Counsel shall be the Independent Legal
Counsel for any or all other Indemnitees unless (i) the Company otherwise
determines or (ii) any Indemnitee shall provide a written statement setting
forth in detail a reasonable objection based on a conflict of interest or
professional competence with respect to such Independent Legal Counsel
representing other Indemnitees.

(e) Mandatory Payment of Expenses. Notwithstanding any
other provision of this Agreement other than Section 10 hereof, to the extent
that Indemnitee has been successful on the merits or otherwise, including,
without limitation, the dismissal of an action without prejudice, in defense of
any Claim, Indemnitee shall be indemnified against all Expenses incurred by
Indemnitee in connection therewith.

3. Expense Advances.

(a) Obligation to Make Expense Advances. Upon receipt of
a written undertaking by or on behalf of the Indemnitee to repay such amounts
if it shall ultimately be determined that the Indemnitee is not entitled to be
indemnified therefor by the Company hereunder under applicable law, the Company
shall make Expense Advances to Indemnitee or directly to counsel for such
Indemnitee.

(b) Form of Undertaking. Any obligation to repay any
Expense Advances hereunder pursuant to a written undertaking by the Indemnitee
shall be unsecured and no interest shall be charged thereon.

(c) Timeliness of Expense Advances. Within five (5)
business days of receipt of a written request for an Expense Advance from
Indemnitee, the Company shall make payment with respect thereto by sending, via
certified mail or overnight courier service, such payment to the Indemnitee or
counsel to such Indemnitee, as specified in such request, subject to Section
3(d) hereof.

(d) Determination of Reasonable Expense Advances. The
parties agree that for the purposes of any Expense Advance for which Indemnitee
has made written demand to the Company in accordance with this Agreement, all
Expenses included in such Expense Advance that are certified by affidavit of
Indemnitee's counsel as being reasonable shall be presumed conclusively to be
reasonable unless objected to in writing by the Company within two (2) business
days of receipt thereof. In the event of any such objection by the Company,
the Company shall pay an amount it in good faith believes to be reasonable with
respect to such request for Expense Advance and seek to resolve, as promptly as
practicable, any dispute with respect thereto.

- 5 -
<PAGE> 6
4. Procedures for Indemnification and Expense Advances.

(a) Timing of Payments. All payments of Expenses
(including without limitation Expense Advances) by the Company to the
Indemnitee pursuant to this Agreement shall be made to the fullest extent
permitted by law as soon as practicable after written demand by Indemnitee
therefor is presented to the Company, but in no event later than thirty (30)
business days after such written demand by Indemnitee is presented to the
Company, except in the case of Expense Advances, which shall be made no later
than ten (10) business days after such written demand by Indemnitee is
presented to the Company.

(b) Notice/Cooperation by Indemnitee. Indemnitee shall,
as a condition precedent to Indemnitee's right to be indemnified or
Indemnitee's right to receive Expense Advances under this Agreement, give the
Company notice in writing as soon as practicable of any Claim made against
Indemnitee for which indemnification will or could be sought under this
Agreement. Notice to the Company shall be directed to the Chief Executive
Officer of the Company at the address shown on the signature page of this
Agreement (or such other address as the Company shall designate in writing to
Indemnitee). In addition, Indemnitee shall give the Company such information
and cooperation as it may reasonably require and as shall be within
Indemnitee's power.

(c) No Presumptions; Burden of Proof. For purposes of
this Agreement, the termination of any Claim by judgment, order, settlement
(whether with or without court approval) or conviction, or upon a plea of nolo
contendere, or its equivalent, shall not create a presumption that Indemnitee
did not meet any particular standard of conduct or have any particular belief
or that a court has determined that indemnification is not permitted by this
Agreement or applicable law. In addition, neither the failure of any Reviewing
Party to have made a determination as to whether Indemnitee has met any
particular standard of conduct or had any particular belief, nor an actual
determination by any Reviewing Party that Indemnitee has not met such standard
of conduct or did not have such belief, prior to the commencement of legal
proceedings by Indemnitee to secure a judicial determination that Indemnitee
should be indemnified under this Agreement under applicable law, shall be a
defense to Indemnitee's claim or create a presumption that Indemnitee has not
met any particular standard of conduct or did not have any particular belief.
In connection with any determination by any Reviewing Party or otherwise as to
whether the Indemnitee is entitled to be indemnified hereunder under applicable
law, the burden of proof shall be on the Company to establish that Indemnitee
is not so entitled.

(d) Notice to Insurers. If, at the time of the receipt
by the Company of a notice of a Claim pursuant to Section 4(b) hereof, the
Company has liability insurance in effect which may cover such Claim, the
Company shall give prompt notice of the commencement of such Claim to the
insurers in accordance with the procedures set forth in the respective
policies. The Company shall thereafter take all necessary or desirable action
to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable
as a result of such Claim in accordance with the terms of such policies.
Indemnitee shall cooperate fully with the Company and such insurers in
connection with any such Claim.

- 6 -
<PAGE> 7

(e) Selection of Counsel. In the event the Company shall
be obligated hereunder to provide indemnification for or make any Expense
Advances with respect to the Expenses of any Claim, the Company, if
appropriate, shall be entitled to assume the defense of such Claim with counsel
approved by Indemnitee (which approval shall not be unreasonably withheld) upon
the delivery to Indemnitee of written notice of the Company's election to do
so. After delivery of such notice, approval of such counsel by Indemnitee and
the retention of such counsel by the Company, the Company will not be liable to
Indemnitee under this Agreement for any fees or expenses of separate counsel
subsequently retained by or on behalf of Indemnitee with respect to the same
Claim; provided that, (i) Indemnitee shall have the right to employ
Indemnitee's separate counsel in any such Claim at Indemnitee's expense and
(ii) if (A) the employment of separate counsel by Indemnitee has been
previously authorized by the Company, (B) Indemnitee, with the concurrence of
such counsel, shall have reasonably concluded that there may be a conflict of
interest between the Company and Indemnitee in the conduct of any such defense,
or (C) the Company shall not continue to retain such counsel to defend such
Claim, then the fees and expenses of Indemnitee's separate counsel shall be
Expenses for which Indemnitee may receive indemnification or Expense Advances
hereunder. In any case in which approval of Company counsel is reasonably
withheld by Indemnitee, the Company may still utilize such counsel for its own
behalf and at its own expense.

5. Additional Indemnification Rights; Nonexclusivity.

(a) Scope. The Company hereby agrees to indemnify the
Indemnitee to the fullest extent permitted by law, notwithstanding that such
indemnification is not specifically authorized by the other provisions of this
Agreement, the Company's Certificate of Incorporation, the Company's Bylaws or
by statute. In the event of any change after the date of this Agreement in any
applicable law, statute or rule which expands the right of a Delaware
corporation to indemnify a member of its board of directors or an officer,
employee, agent or fiduciary, it is the intent of the parties hereto that
Indemnitee shall enjoy by this Agreement the greater benefits afforded by such
change. In the event of any change in any applicable law, statute or rule
which narrows the right of a Delaware corporation to indemnify a member of its
board of directors or an officer, employee, agent or fiduciary, such change, to
the extent not otherwise required by such law, statute or rule to be applied to
this Agreement, shall have no effect on this Agreement or the parties' rights
and obligations hereunder except as set forth in Section 10(a) hereof.

(b) Nonexclusivity. The indemnification and the payment
of Expense Advances provided by this Agreement shall be in addition to any
rights to which Indemnitee may be entitled under the Company's Certificate of
Incorporation, its Bylaws, any other agreement, any vote of stockholders or
disinterested directors, the General Corporation Law of the State of Delaware,
or otherwise. The indemnification and the payment of Expense Advances provided
under this Agreement shall continue as to Indemnitee for any action taken or
not taken while serving in an indemnified capacity even though subsequent
thereto Indemnitee may have ceased to serve in such capacity.

- 7 -
<PAGE> 8
6. No Duplication of Payments. The Company shall not be liable
under this Agreement to make any payment in connection with any Claim made
against Indemnitee to the extent Indemnitee has otherwise actually received
payment (under any insurance policy, provision of the Company's Certificate of
Incorporation, Bylaws or otherwise) of the amounts otherwise payable hereunder.

7. Partial Indemnification. If Indemnitee is entitled under any
provision of this Agreement to indemnification by the Company for some or a
portion of Expenses incurred in connection with any Claim, but not, however,
for all of the total amount thereof, the Company shall nevertheless indemnify
Indemnitee for the portion of such Expenses to which Indemnitee is entitled.

8. Mutual Acknowledgement. Both the Company and Indemnitee
acknowledge that in certain instances, federal law or applicable public policy
may prohibit the Company from indemnifying its directors, officers, employees,
agents or fiduciaries under this Agreement or otherwise. Indemnitee
understands and acknowledges that the Company has undertaken or may be required
in the future to undertake with the Securities and Exchange Commission to
submit the question of indemnification to a court in certain circumstances for
a determination of the Company's right under public policy to indemnify
Indemnitee.

9. Liability Insurance. To the extent the Company maintains
liability insurance applicable to directors, officers, employees, agents or
fiduciaries, Indemnitee shall be covered by such policies in such a manner as
to provide Indemnitee the same rights and benefits as are provided to the most
favorably insured of the Company's directors, if Indemnitee is a director; or
of the Company's officers, if Indemnitee is not a director of the Company but
is an officer.

10. Exceptions. Notwithstanding any other provision of this
Agreement, the Company shall not be obligated pursuant to the terms of this
Agreement:

(a) Excluded Action or Omissions. To indemnify or make
Expense Advances to Indemnitee with respect to Claims arising out of acts,
omissions or transactions for which Indemnitee is prohibited from receiving
indemnification under applicable law.

(b) Claims Initiated by Indemnitee. To indemnify or make
Expense Advances to Indemnitee with respect to Claims initiated or brought
voluntarily by Indemnitee and not by way of defense, counterclaim or
crossclaim, except (i) with respect to actions or proceedings brought to
establish or enforce a right to indemnification under this Agreement or any
other agreement or insurance policy or under the Company's Certificate of
Incorporation or Bylaws now or hereafter in effect relating to Claims for
Covered Events, (ii) in specific cases if the Board of Directors has approved
the initiation or bringing of such Claim, or (iii) as otherwise required under
Section 145 of the Delaware General Corporation Law, regardless of whether
Indemnitee ultimately is determined to be entitled to such indemnification,
Expense Advances, or insurance recovery, as the case may be.

- 8 -
<PAGE> 9
(c) Lack of Good Faith. To indemnify Indemnitee for any
Expenses incurred by the Indemnitee with respect to any action instituted (i)
by Indemnitee to enforce or interpret this Agreement, if a court having
jurisdiction over such action determines as provided in Section 13 that each of
the material assertions made by the Indemnitee as a basis for such action was
not made in good faith or was frivolous, or (ii) by or in the name of the
Company to enforce or interpret this Agreement, if a court having jurisdiction
over such action determines as provided in Section 13 that each of the material
defenses asserted by Indemnitee in such action was made in bad faith or was
frivolous.

(d) Claims Under Section 16(b). To indemnify Indemnitee
for Expenses and the payment of profits arising from the purchase and sale by
Indemnitee of securities in violation of Section 16(b) of the Securities
Exchange Act of 1934, as amended, or any similar successor statute.

11. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall constitute an original.

12. Binding Effect; Successors and Assigns. This Agreement shall
be binding upon and inure to the benefit of and be enforceable by the parties
hereto and their respective successors, assigns (including any direct or
indirect successor by purchase, merger, consolidation or otherwise to all or
substantially all of the business or assets of the Company), spouses, heirs and
personal and legal representatives. The Company shall require and cause any
successor (whether direct or indirect, and whether by purchase, merger,
consolidation or otherwise) to all, substantially all, or a substantial part,
of the business or assets of the Company, by written agreement in form and
substance satisfactory to Indemnitee, expressly to assume and agree to perform
this Agreement in the same manner and to the same extent that the Company would
be required to perform if no such succession had taken place. This Agreement
shall continue in effect regardless of whether Indemnitee continues to serve as
a director, officer, employee, agent or fiduciary (as applicable) of the
Company or of any other enterprise at the Company's request.

13. Expenses Incurred in Action Relating to Enforcement or
Interpretation. In the event that any action is instituted by Indemnitee under
this Agreement or under any liability insurance policies maintained by the
Company to enforce or interpret any of the terms hereof or thereof, Indemnitee
shall be entitled to be indemnified for all Expenses incurred by Indemnitee
with respect to such action (including, without limitation, attorneys' fees),
regardless of whether Indemnitee is ultimately successful in such action,
unless as a part of such action a court having jurisdiction over such action
makes a final judicial determination (as to which all rights of appeal
therefrom have been exhausted or lapsed) that each of the material assertions
made by Indemnitee as a basis for such action was not made in good faith or was
frivolous; provided, however, that until such final judicial determination is
made, Indemnitee shall be entitled under Section 3 to receive payment of
Expense Advances hereunder with respect to such action. In the event of an
action instituted by or in the name of the Company under this Agreement to
enforce or interpret any of the terms of this Agreement, Indemnitee shall be
entitled to be indemnified for all Expenses incurred by Indemnitee in defense
of such action (including without limitation costs and expenses incurred with
respect to

- 9 -
<PAGE> 10
Indemnitee's counterclaims and cross-claims made in such action), unless as a
part of such action a court having jurisdiction over such action makes a final
judicial determination (as to which all rights of appeal therefrom have been
exhausted or lapsed) that each of the material defenses asserted by Indemnitee
in such action was made in bad faith or was frivolous; provided, however, that
until such final judicial determination is made, Indemnitee shall be entitled
under Section 3 to receive payment of Expense Advances hereunder with respect
to such action.

14. Period of Limitations. No legal action shall be brought and
no cause of action shall be asserted by or in the right of the Company against
Indemnitee, Indemnitee's estate, spouse, heirs, executors or personal or legal
representatives after the expiration of two years from the date of accrual of
such cause of action, and any claim or cause of action of the Company shall be
extinguished and deemed released unless asserted by the timely filing of a
legal action within such two year period; provided, however, that if any
shorter period of limitations is otherwise applicable to any such cause of
action, such shorter period shall govern.

15. Notice. All notices, requests, demands and other
communications under this Agreement shall be in writing and shall be deemed
duly given (i) if delivered by hand and signed for by the party addressed, on
the date of such delivery, or (ii) if mailed by domestic certified or
registered mail with postage prepaid, on the third business day after the date
postmarked. Addresses for notice to either party are as shown on the signature
page of this Agreement, or as subsequently modified by written notice.

16. Consent to Jurisdiction. The Company and Indemnitee each
hereby irrevocably consent to the jurisdiction of the courts of the State of
Colorado for all purposes in connection with any action or proceeding which
arises out of or relates to this Agreement and agree that any action instituted
under this Agreement shall be commenced, prosecuted and continued only in the
courts of the State of Colorado, in and for the county of Boulder, which shall
be the exclusive and only proper forum for adjudicating such a claim.

17. Severability. The provisions of this Agreement shall be
severable in the event that any of the provisions hereof (including any
provision within a single section, paragraph or sentence) are held by a court
of competent jurisdiction to be invalid, void or otherwise unenforceable, and
the remaining provisions shall remain enforceable to the fullest extent
permitted by law. Furthermore, to the fullest extent possible, the provisions
of this Agreement (including without limitation each portion of this Agreement
containing any provision held to be invalid, void or otherwise unenforceable,
that is not itself invalid, void or unenforceable) shall be construed so as to
give effect to the intent manifested by the provision held invalid, illegal or
unenforceable.

18. Choice of Law. This Agreement, and all rights, remedies,
liabilities, powers and duties of the parties to this Agreement, shall be
governed by and construed in accordance with the laws of the State of Colorado
as applied to contracts between Colorado residents entered into and to be
performed entirely in the State of Colorado without regard to principles of
conflicts of laws.

- 10 -
<PAGE> 11
19. Subrogation. In the event of payment under this Agreement,
the Company shall be subrogated to the extent of such payment to all of the
rights of recovery of Indemnitee, who shall execute all documents required and
shall do all acts that may be necessary to secure such rights and to enable the
Company effectively to bring suit to enforce such rights.

20. Amendment and Termination. No amendment, modification,
termination or cancellation of this Agreement shall be effective unless it is
in writing signed by both the parties hereto. No waiver of any of the
provisions of this Agreement shall be deemed to be or shall constitute a waiver
of any other provisions hereof (whether or not similar), nor shall such waiver
constitute a continuing waiver.

21. Integration and Entire Agreement. This Agreement sets forth
the entire understanding between the parties hereto and supersedes and merges
all previous written and oral negotiations, commitments, understandings and
agreements relating to the subject matter hereof between the parties hereto.

22. No Construction as Employment Agreement. Nothing contained in
this Agreement shall be construed as giving Indemnitee any right to be retained
in the employ of the Company or any of its subsidiaries or affiliated entities.

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<PAGE> 12
IN WITNESS WHEREOF, the parties hereto have executed this
Indemnification Agreement as of the date first above written.

SYNERGEN, INC.

By:
----------------------------

Name:
--------------------------

Title:
-------------------------

Address: 1885 33rd Street
Boulder, CO 80301

AGREED TO AND ACCEPTED

INDEMNITEE:

------------------------------------------
(signature)

Name:
-----------------------------------

Address:
---------------------------------

- 12 -

<PAGE> 1

EXHIBIT 10.3

EMPLOYMENT AGREEMENT

THIS AGREEMENT, dated as of May 19, 1994, is between SYNERGEN, INC., a
Delaware corporation (the "Company"), and Larry Soll (the "Chairman").

1. Employment. The Company hereby agrees to employ the Chairman
and the Chairman hereby accepts such employment upon the terms and conditions
herein set forth.

2. Duties and Term.

(a) Unless earlier terminated pursuant to paragraph 3
below, the Chairman shall be engaged as a part-time employee to consult on
specific projects and matters agreed upon from time to time between the
Chairman and the Company's President and Chief Executive Officer, for a period
of two years, commencing as of the date first written above (the "Commencement
Date"). For purposes of this Agreement, "part-time" employment shall mean that
the Chairman shall be employed on approximately a half-time basis, which shall
be deemed to be in excess of 1,000 hours of work per year, but the Chairman
shall not be required to account for his time.

(b) The term of the Chairman's employment as set forth in
paragraph 2(a) above shall be automatically renewed for successive two-year
periods unless terminated by the Company pursuant to paragraph 3 below, or
unless the Company or the Chairman provides to the other party not less than
six months' written notice prior to the expiration of the original or any
renewal term hereof of its or his election to not renew the Chairman's term of
employment.

(c) So long as the Chairman shall continue to be employed
with the Company, the Chairman shall be entitled to engage in any business
activities not directly competitive, or appearing to cause a conflict of
interest, in the reasonable determination of the Company's Board, with the
interests or activities of the Company. During the Chairman's employment with
the Company, prior to engaging in any such business activities, the Chairman
shall provide to the Board his proposed business activities, in order to enable
the Board to determine whether such proposed activities violate this paragraph
2(c). The Chairman shall not be precluded from investing his personal or family
assets in businesses which do not compete with the Company or whose securities
are regularly traded in recognized securities markets, provided that such
investments shall not result in his collectively owning beneficially at any
time one percent or more of the equity securities of any corporation engaged in
a business competitive to that of the Company.

3. Early Termination. Notwithstanding the term of employment set
forth in paragraph 2(a) above, the Chairman's employment shall be earlier
terminated as of the dates set forth below upon the occurrence of any of the
following:
<PAGE> 2
(a) Without Cause. The Chairman's employment shall
terminate without cause:

(i) immediately in the event the Chairman dies; or

(ii) upon 30 days' prior written notice to the
Board (A) if the Chairman becomes physically or mentally incapacitated or is
injured so that he is unable to perform the services required of him hereunder
and such inability to perform continues for a period in excess of six months
and is continuing at the time of such notice; or (B) by action of the Board for
any reason other than as set forth in paragraph 3(b) below. Notice of
nonrenewal or termination of this Agreement under paragraph 2(b) above shall
not be considered early termination under this paragraph 3(a).

(iii) The Chairman's employment shall be deemed to
have been terminated pursuant to paragraph 3(a)(ii)(B) above if the Chairman
elects, at his sole discretion, to terminate such employment upon written
notice to the Company within 30 days after the occurrence of any of the
following: (A) the Chairman, without his written consent, is removed from or is
not re-elected to his present office or a position of comparable or higher
authority during the term of this Agreement, or (B) the Chairman's material
duties, responsibilities or authorities in his present office are substantially
reduced, or (C) in the event that (1) the Company sells all or substantially
all of its assets, merges or consolidates (unless the Company is the survivor
of any such transaction and controls the ultimate parent of the company it
acquires), (2) the Company purchases 50 percent of its common stock held by
non-affiliates immediately prior to such purchase, or (3) control of more than
50 percent of the Company's outstanding voting stock is acquired by a
stockholder, or group of stockholders acting in concert. If any such event
described in paragraph 3(a)(iii)(C) occurs, the 30-day election period shall be
extended until such time as a new employment agreement is executed between the
Company or the new controlling agent of the Company and the Chairman on terms
and conditions acceptable to the Chairman.

(b) With Cause. The Chairman's employment shall terminate
for "Cause" upon notice of such termination to the Chairman. For purposes of
this Agreement, the Company shall have "Cause" to terminate its obligations
hereunder upon (i) the Chairman's material breach of paragraphs 2, 8, 9 or 10
hereof, or (ii) the Chairman's having been convicted of a felony.

(c) By the Chairman. In the event that the Chairman is
replaced, by action of the Board of Directors or the stockholders, as Chairman
of the Board, the Chairman may, within 30 days after such action, resign from
all of his positions with the Company.

(d) Resignation. In the event that the Chairman's
employment is terminated pursuant to paragraphs 3(a) or 3(b) above, the
Chairman shall resign (or may be deemed by the Company to have resigned) from
all of his positions with the Company.

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<PAGE> 3
4. Compensation.

(a) For services rendered under this Agreement, the
Company shall pay the Chairman as salary, beginning on the Commencement Date,
$150,000 per annum (the "Salary"), payable (after deduction of applicable
payroll taxes) in equal installments according to the Company's usual schedule
for payment of its employees. The Board or the Compensation Committee thereof,
may review the Chairman's compensation from time to time and make any
increases, approved by the Board, that the Board or Compensation Committee
thereof determines are merited, consistent with the Company's compensation
policies.

(b) The Chairman or his personal representative shall
continue to receive the Salary at the level in effect on the date of
termination, payable periodically (after deduction of applicable payroll taxes)
as provided in paragraph 4(a), through the date which is two years from the
date on which the Chairman's employment is terminated pursuant to paragraphs
3(a)(i), 3(a)(ii)(B) or 3(a)(iii) above. No offset shall be made against the
payments due to the Chairman as a result of the Chairman obtaining other
employment during the period during which payments are received under this
subparagraph 4(b).

(c) If the Chairman's employment is terminated by reason
of disability pursuant to paragraph 3(a)(ii)(A) above, the Chairman shall
receive severance pay at the rate of 75 percent of the Salary level in effect
on the date of termination, through the date which is two years from the date
of such termination, reduced by applicable payroll taxes and further reduced by
the amount received by the Chairman during such period under any
Company-maintained disability insurance policy or plan or under Social Security
or similar laws. Such severance payments shall be paid periodically to the
Chairman as provided in paragraph 4(a) for the payment of salary. The Company
shall not offset against any payments made under this paragraph 4(c) any direct
or indirect compensation received by the Chairman from a subsequent employer.
Receipt of payments under this paragraph 4(c) shall not limit the Chairman's
rights under any Company-maintained long-term disability program.

(d) If the Chairman's employment is terminated for Cause
pursuant to paragraph 3(b) above, the Chairman shall receive no severance pay.

(e) In addition to salary payments under paragraph 4(a)
above, the Chairman shall be eligible for and participate in such fringe
benefits as shall be generally provided to executives of the Company, including
incentive compensation, health insurance, stock plans and retirement programs
which may be in effect during the term hereof. The Chairman shall not be
entitled, however, to receive any new stock bonus, stock option or other
incentive stock compensation under any employee stock plan unless the Board
shall specifically so provide by written resolution. Nothing herein contained
shall be deemed to preclude the Board from granting such additional
compensation or benefits to the Chairman' as it may in its sole discretion
determine.

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<PAGE> 4
(f) If the Company pays any amount to the Chairman under
this Agreement or under any other plan or arrangement (a "Benefit") that is
ultimately determined to be a "parachute payment" under section 280G of the
Internal Revenue Code of 1986, as amended, (the"Code"), and such payment is
determined to be an "excess parachute payment" within the meaning of sections
4999 and 2800 of the Code (an "Excess Parachute Payment") subject to tax under
section 4999 of the Code ("Parachute Tax"), then the Company shall pay, in
direct payments to the Chairman, withholding deposits or a combination thereof
(at the proper time for payment of withholding deposits and not less than 10
days prior to the date on which the Chairman must make payment to the relevant
taxing authorities, as applicable, but in no event later than the end of the
Chairman's taxable year during which the benefit is paid or conferred), an
amount such that, after payment of (a) a Parachute Tax on the Benefit and (b)
all Parachute Taxes, federal, state and local income taxes and applicable
statutory penalties and interest attributable to the amounts described in
clauses (a) and (b), the Chairman will be left with a net Benefit equal to the
Benefit that he would have had if the Benefit had not given rise to any
Parachute Tax.

5. Sick Leave and Vacation. During the Chairman's employment
under this Agreement, the Chairman shall be entitled to sick leave and annual
vacation consistent with the Company's customary sick leave and vacation
policies.

6. Expenses. During the term of this Agreement, the Company shall
reimburse the Chairman for all reasonable out-of-pocket expenses incurred by
the Chairman in connection with the business of the Company and in performance
of his duties under this Agreement upon the Chairman's presentation to the
Company of an itemized accounting of such expenses with reasonable supporting
data.

7. Representations. The Chairman hereby represents to the Company
that (a) he is legally entitled to enter into this Agreement and to perform the
services contemplated herein, and (b) he has the full right, power and
authority, subject to no rights of third parties, to grant to the Company the
rights contemplated by paragraph 9 hereof.

8. Disclosure of Information.

(a) The Chairman recognizes and acknowledges that the
Company's trade secrets, know-how and proprietary information as they may exist
from time to time, as well as the Company's confidential business plans and
financial data are valuable, special and unique assets of the Company's
business, access to and knowledge of which are essential to the performance of
the Chairman's duties hereunder. Except as provided in paragraph (b) below,
the Chairman shall not, during or after the term of his employment by the
Company, in whole or in part, disclose such trade secrets, know-how,
proprietary information, business plans or financial data to any person, firm,
corporation, association or other entity for any reason or purpose whatsoever,
nor shall the Chairman make use of any Company-owned property for his own
purposes or for the benefit of any person, firm, corporation or other entity
(except the Company) under any circumstances during or after the term of his
employment. These restrictions shall not apply to scientific or other
publications

- 4 -
<PAGE> 5
approved for disclosure under the Company's usual procedures. These
restrictions also shall not apply to such trade secrets, know-how and
proprietary information which the Chairman can establish by competent proof:

(i) were known, other than under binder of
secrecy, to the Chairman prior to his employment by the Company;

(ii) have passed into the public domain prior to
or after their development by or for the Company, other than through acts or
omissions attributable to the Chairman; or

(iii) were subsequently obtained, other than under
binder of secrecy, from a third party not acquiring the information under an
obligation of confidentiality from the disclosing party.

(b) Upon termination of his employment hereunder, the
Chairman shall promptly turn over to the Company all originals and copies which
he may have of any of the Company's confidential information described in this
paragraph.

9. Intellectual Property. The Chairman hereby sells, transfers
and assigns to the Company, or to any person or entity designated by the
Company, the entire right, title and interest of the Chairman in and to all
inventions, ideas, discoveries and improvements, whether patented or
unpatented, and material subject to copyright, made or conceived by the
Chairman, solely or jointly, during the term hereof or of any predecessor
agreements, which arise out of research conducted by, for or under the
direction of the Company, whether or not conducted at the Company's facilities,
or which relate to methods, apparatuses, designs, products, processes or
devices, sold, leased, used or under consideration or development by the
Company. The Chairman further acknowledges that all copyrightable materials
developed or produced by the Chairman within the scope of his employment
constitute works made for hire. The Chairman shall communicate promptly and
disclose to the Company, in such form as the Company may reasonably request,
all information, details and data pertaining to any such inventions, ideas,
discoveries and improvements; and the Chairman shall execute and deliver to the
Company such formal transfers and assignments and such other papers and
documents and shall give such testimony as may be necessary or required of the
Chairman to permit the Company or any person or entity designated by the
Company to file and prosecute patent applications and, as to material subject
to copyright, to obtain copyrights thereof.

10. Covenants Not to Compete or Interfere.

(a) During the term of this Agreement and for as long
thereafter as may be provided in paragraph 10(b) below, the Chairman shall not
engage in any enterprise (whether as an officer, director, owner, employee,
partner, consultant, advisor or other direct or indirect participant, except as
permitted by paragraph 2(c) above) whose business is directed at the commercial
exploitation of therapeutic products derived from recombinant DNA technology
that are reasonably anticipated to be directly competitive with the Company's
products and that embody or

- 5 -
<PAGE> 6
infringe upon any of the Company's confidential information or intellectual
property. This Agreement shall not be construed to restrict the Chairman's
right to be employed as a faculty member of any university or employee of any
non-profit agency or foundation after any termination of this Agreement where
this covenant not to compete shall continue to be in effect. During the period
in which this covenant not to compete is in effect and for a period of one year
thereafter, the Chairman also shall not interfere with, disrupt or attempt to
disrupt the relationship, contractual or otherwise, between the Company and any
of the Company's customers, suppliers, lessors, lessees, employees,
consultants, research partners or investors.

(b) If this Agreement is terminated pursuant to paragraph
3(b) above, the Chairman's covenant not to compete shall continue in effect for
one year after the effective date of such termination. If this Agreement is
terminated pursuant to paragraph 3(a) above, the Chairman's covenant not to
compete shall continue in effect until the date which is two years after the
effective date of the termination in consideration of the severance payments to
be paid hereunder; provided, however, if the Chairman sends notice in writing
to the Company of the Chairman's election to forego receipt of severance
payments provided for in paragraphs 4(b) and (c) above, this covenant not to
compete shall terminate upon the date of the Chairman's election.

(c) It is the desire and intent of the parties that the
provisions of this paragraph 10 shall be enforced to the fullest extent
permissible under the laws and public policies applied in each jurisdiction in
which enforcement is sought. Accordingly, if any particular subparagraph or
portion of this paragraph 10 shall be deemed amended to delete therefrom the
portion thus adjudicated to be invalid or unenforceable, such deletion to apply
only with respect to the operation of this paragraph in the particular
jurisdiction in which such adjudication is made.

11. Injunctive Relief. If there is a breach or threatened breach
of the provisions of paragraphs 8, 9 or 10 of this Agreement, the Company shall
be entitled to an injunction, without bond, restraining the Chairman from such
breach. Nothing herein shall be construed as prohibiting the Company from
pursuing any other remedies for such breach or threatened breach.

12. Notices. Any notice required or permitted to be given under
this Agreement to the Chairman shall be sufficient if in writing and if sent by
certified or registered mail to his residence, or in the case of the Company,
to the Secretary, 1885 33rd Street, Boulder, Colorado 80301, or to such other
officers or addresses as the Company shall designate from time to time in
writing to the Chairman. Any such notice shall be effective on the earlier of
(a) the date on which it is personally delivered, or (b) three days after it is
deposited in the United States mail, postage prepaid.

13. Waiver of Breach. A waiver by the Company or the Chairman of a
breach of any-provision of this Agreement by the other 'party shall not operate
or be construed as a waive of any subsequent breach by the other party.

14. Governing Lab. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Colorado.

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<PAGE> 7
15. Assignment. Subject to the other terms hereof, this Agreement
may be assigned, without the consent of the Chairman, by the Company to any
person, partnership, corporation or other entity which succeeds to the business
of the Company or which has purchased substantially all the assets of the
Company, provided such assignee is capable or assuming and assumes all the
liabilities of the Company hereunder. No such assignment shall relieve the
Company of its obligations hereunder.

16. Entire Agreement. This instrument contains the entire
agreement of the parties and supersedes all prior employment agreements between
the Chairman and the Company or any of its predecessors. This Agreement may be
changed only by an agreement in writing signed by the party against whom
enforcement of any waiver, change, modification, extension or discharge is
sought.

IN WITNESS WHEREOF the parties have executed this Agreement as of the
date first above written.

SYNERGEN, INC. Chairman:

By: /s/ GREGORY B. ABBOTT /s/ LARRY SOLL
------------------------------ ---------------------------------
Gregory B. Abbott Larry Soll
President and Chief Executive
Officer

- 7 -
<PAGE> 8
AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment, dated as of October 1, 1994, is between Synergen, Inc.
(the "Company") and Larry Soll (the "Chairman").

RECITALS

A. The Company and the Chairman entered into an Employment
Agreement dated May 19, 1994, pursuant to which the Chairman was engaged as a
part-time consultant to the Company in return for certain compensation and
benefits.

B. The parties desire to amend the Employment Agreement to
require the Chairman to work a certain minimum of hours in order to be eligible
to participate in health benefits and other fringe benefits of the Company.

AMENDMENT

For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree that the number of hours set
forth in Section 2, "Duties and Term" of the Employment Agreement shall be
increased from 1,000 hours to 1,248 hours.

Except as set forth above, the Employment Agreement shall remain
unchanged and in full force and effect.

Executed October 10, 1994, to be effective as of the date set forth
above.

SYNERGEN, INC.

By: /s/ GREGORY B. ABBOTT /s/ LARRY SOLL
------------------------------ --------------------------------
Gregory B. Abbott Larry Soll
President and Chief Executive
Officer

<PAGE> 9

ADDENDUM NO. 1 TO EXECUTIVE OFFICER EMPLOYMENT AGREEMENT

Reference is made to the Executive Officer Employment Agreement
(the "Agreement") dated as of May 19, 1994 between SYNERGEN, INC., a Delaware
corporation (the "Company") and LARRY SOLL (the "Executive"). All capitalized
terms shall have the meaning given to them in the Agreement, unless otherwise
defined herein.

WHEREAS, the Company has determined that in order to retain key
personnel during the present business environment for the Company, that certain
changes in the compensation of such key personnel are in the best interest of
the Company;

NOW THEREFORE, the parties hereto have agreed to amend the
Agreement as set forth below:

1. Acceleration of Stock Options.

(a) Upon a Change in Control of the
Company, all options to purchase Company Common Stock held by the Executive
shall become accelerated and fully vested, notwithstanding anything to the
contrary in any other agreements relating thereto, and regardless of whether
or not such options are assumed in such Change in Control transaction.

(b) Notwithstanding anything in
Section 2(a) above to the contrary, any such acceleration in vesting of stock
options held by the Executive shall be subject to the favorable opinion of
the independent public accountants to the Company that such acceleration
would not adversely affect the likelihood of receiving "pooling of interest"
accounting treatment in the event that obtaining such accounting treatment is
a condition to consummating such Change in Control transaction.

(c) The parties hereto acknowledge
and agree that any such acceleration of vesting as provided hereunder shall
be a "Benefit" as defined in Section 4(f) of the Agreement and subject to the
provisions thereof.

2. Extension of Certain Benefits. For the duration
of any period during which the Executive is entitled to receive his Salary
pursuant to Section 4(b) of the Agreement, the Executive shall receive 100
percent Company-paid health, dental and life insurance coverage as provided to
such Executive immediately prior to the Executive's termination. If such
coverage included the Executive's dependents immediately prior to the
Executive's termination, such dependents shall also be covered at Company
expense.

<PAGE> 10
3. Sole Changes to Agreement. The Agreement has
been amended pursuant to Section 16 thereof and all other terms and provisions
of the Agreement, other than those specifically amended by the terms hereof,
remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Addendum No. 1
to the Agreement as of October 26, 1994.

SYNERGEN, INC. EXECUTIVE:

By: /s/ GREGORY B. ABBOTT By: /s/ LARRY SOLL
--------------------------- ------------------------

Name: Gregory B. Abott Name: Larry Soll
------------------------ ----------------------

Title: President and Chief Title: Chairman of the Board
Executive Officer ---------------------
------------------------

<PAGE> 1

EXHIBIT 10.4
EXECUTIVE OFFICER
EMPLOYMENT AGREEMENT

THIS AGREEMENT, dated as of May 19, 1994, is between SYNERGEN, INC., a
Delaware corporation (the "Company"), and Gregory B. Abbott (the "Executive").

1. Employment. The Company hereby agrees to employ the Executive
and the Executive hereby accepts such employment upon the terms and conditions
herein set forth.

2. Duties and Term.

(a) Unless earlier terminated pursuant to paragraph 3
below, the Executive shall be engaged as a full-time employee to act as the
Company's President and Chief Executive Officer and shall be subject to the
instruction and control of the Company's Board of Directors (the "Board") for a
period of two years, commencing as of the date first written above (the
"Commencement Date"). In such capacity, the Executive shall perform all duties
incident to his office and all other duties that from time to time may be
assigned to him by the Board and are commensurate with the position held by the
Executive. The Executive shall also serve as a Director of the Company until
such time as he or the Company's stockholders otherwise elect. If the
Executive ceases to be a Director, either at his or the Company's election,
such change of status shall not, in and of itself, affect his status as
President and Chief Executive Officer. Any such change of status shall not
affect the Executive's base salary, nor shall it affect the two-year notice
period and related salary continuation under the contract should the Executive
be removed as, or not reelected to the position of Director.

(b) The term of the Executive's employment as set forth
in paragraph 2(a) above shall be automatically renewed for successive two-year
periods unless terminated by the Company pursuant to paragraph 3 below, or
unless the Company or the Executive provides to the other party not less than
two years written notice prior to the expiration of the original or any renewal
term hereof of its or his election to not renew the Executive's term of
employment.

(c) So long as the Executive shall be an officer of the
Company, the Executive shall be entitled to engage in any business activities
not directly competitive, or appearing to cause a conflict of interest, in the
reasonable determination of the Company's Board of Directors, with the
interests or activities of the Company. During the Executive's employment with
the Company, prior to engaging in any such business activities, the Executive
shall provide to the Board of Directors his proposed business activities, in
order to enable the Board of Directors to determine whether such proposed
activities violate this paragraph 2(c). The Executive shall not be precluded
from investing his personal or family assets in businesses which do not compete
with the Company or whose securities are regularly traded in recognized
securities markets, provided that such investments shall not result in his
collectively owning beneficially at any time one percent or more of the equity
securities of any corporation engaged in a business competitive to that of the
Company.
<PAGE> 2
3. Early Termination. Notwithstanding the term of employment set
forth in paragraph 2(a) above, the Executive's employment shall be earlier
terminated as of the dates set forth below upon the occurrence of any of the
following:

(a) Without Cause. The Executive's employment shall
terminate without cause:

(i) immediately in the event the Executive dies;
or

(ii) upon 30 days' prior written notice to the
Executive (A) if the Executive becomes physically or mentally incapacitated or
is injured so that he is unable to perform the services required of him
hereunder and such inability to perform continues for a period in excess of six
months and is continuing at the time of such notice; or (B) by action of the
Board of Directors (the "Board") for any reason other than as set forth in
paragraph 3(b) below. Notice of non-renewal or termination of this Agreement
under paragraph 2(b) above shall not be considered early termination under this
paragraph 3(a).

(iii) The Executive's employment shall be deemed to
have been terminated pursuant to paragraph 3(a)(ii)(B) above if the Executive
elects, at his sole discretion, to terminate such employment upon written
notice to the Company within 30 days after the occurrence of any of the
following: (A) the Executive, without his written consent, is removed from or
is not re-elected to his present office or a position of comparable or higher
authority during the term of this Agreement, or (B) the Executive's material
duties, responsibilities or authorities in his present office are substantially
reduced, or (C) in the event that (1) the Company sells all or substantially
all of its assets, merges or consolidates (unless the Company is the survivor
of any such transaction and controls the ultimate parent of the company it
acquires), (2) the Company purchases 50 percent or more of its common stock
held by non-affiliates immediately prior to such purchase, or (3) control of
more than 50 percent of the Company's outstanding voting stock is acquired by a
stockholder, or group of stockholders acting in concert. If any such event
described in paragraph 3(a)(iii)(C) occurs, the 30-day election period shall be
extended until such time as a new employment agreement is executed between the
Company or the new controlling agent of the Company and the Executive on terms
and conditions acceptable to the Executive.

(b) With Cause. The Executive's employment shall
terminate for "Cause" upon notice of such termination to the Executive. For
purposes of this Agreement, the Company shall have "Cause" to terminate its
obligations hereunder upon (i) the Executive's material breach of paragraphs 2,
8, 9 or 10 hereof, or (ii) the Executive's having been convicted of a felony.

(c) Resignation. In the event that the Executive's
employment is terminated pursuant to paragraphs 3(a) or 3(b) above, the
Executive shall resign (or may be deemed by the Company to have resigned) from
all of his positions with the Company.

- 2 -
<PAGE> 3
4. Compensation.

(a) For services rendered under this Agreement, the
Company shall pay the Executive as salary, beginning on the Commencement Date,
$250,000 per annum (the "Salary"), payable (after deduction of applicable
payroll taxes) in equal installments according to the Company's usual schedule
for payment of its employees. The Board or the Compensation Committee thereof,
may review the Executive's compensation from time to time and make any
increases that the Board or Compensation Committee thereof determines are
merited, consistent with the Company's compensation policies.

(c) If the Executive's employment is terminated by reason
of disability pursuant to paragraph 3(a)(ii)(A) above, the Executive shall
receive severance pay at the rate of 75 percent of the Salary level in effect
on the date of termination, through the date which is two years from the date
of such termination, reduced by applicable payroll taxes and further reduced by
the amount received by the Executive during such period under any
Company-maintained disability insurance policy or plan or under Social Security
or similar laws. Such severance payments shall be paid periodically to the
Executive as provided in paragraph 4(a) for the payment of salary. The Company
shall not offset against any payments made under this paragraph 4(c) any direct
or indirect compensation received by the Executive from a subsequent employer.
Receipt of payments under this paragraph 4(c) shall not limit the Executive's
rights under any Company-maintained long-term disability program.

(d) If the Executive's employment is terminated for Cause
pursuant to paragraph 3(b) above, the Executive shall receive no severance pay.

(e) In addition to salary payments under paragraph 4(a)
above, the Executive shall be eligible for and participate in such fringe
benefits as shall be generally provided to executives of the Company, including
incentive compensation, health insurance, stock plans and retirement programs
which may be in effect during the term hereof. The Executive shall not be
entitled, however, to receive any new stock bonus, stock option or other
incentive stock compensation under any employee stock plan unless the Board
shall specifically so provide by written resolution. Nothing herein contained
shall be deemed to preclude the Board from granting such additional
compensation or benefits to the Executive as it may in its sole discretion
determine.

- 3 -
<PAGE> 4
(f) If the Company pays any amount to the Executive under
this Agreement or under any other plan or arrangement (a "Benefit") that is
ultimately determined to be a "parachute payment" under section 280G of the
Internal Revenue Code of 1986, as amended, (the "Code"), and such payment is
determined to be an "excess parachute payment" within the meaning of sections
4999 and 280G of the Code (an "Excess Parachute Payment") subject to tax under
section 4999 of the Code ("Parachute Tax"), then the Company shall pay, in
direct payments to the Executive, withholding deposits or a combination thereof
(at the proper time for payment of withholding deposits and not less than 10
days prior to the date on which the Executive must make payment to the relevant
taxing authorities, as applicable, but in no event later than the end of the
Executive's taxable year during which the benefit is paid or conferred), an
amount such that, after payment of (a) a Parachute Tax on the Benefit and (b)
all Parachute Taxes, federal, state and local income taxes and applicable
statutory penalties and interest attributable to the amounts described in
clauses (a) and (b), the Executive will be left with a net Benefit equal to the
Benefit that he would have had if the Benefit had not given rise to any
Parachute Tax.

5. Sick Leave and Vacation. During the Executive's employment
under this Agreement, the Executive shall be entitled to sick leave and annual
vacation consistent with the Company's customary sick leave and vacation
policies.

6. Expenses. During the term of this Agreement, the Company
shall reimburse the Executive for all reasonable out-of-pocket expenses
incurred by the Executive in connection with the business of the Company and in
performance of his duties under this Agreement upon the Executive's
presentation to the Company of an itemized accounting of such expenses with
reasonable supporting data.

7. Representations. The Executive hereby represents to the
Company that (a) he is legally entitled to enter into this Agreement and to
perform the services contemplated herein, and (b) he has the full right, power
and authority, subject to no rights of third parties, to grant to the Company
the rights contemplated by paragraph 9 hereof.

8. Disclosure of Information.

(a) The Executive recognizes and acknowledges that the
Company's trade secrets, know-how and proprietary information as they may exist
from time to time, as well as the Company's confidential business plans and
financial data are valuable, special and unique assets of the Company's
business, access to and knowledge of which are essential to the performance of
the Executive's duties hereunder. Except as provided in paragraph (b) below,
the Executive shall not, during or after the term of his employment by the
Company, in whole or in part, disclose such trade secrets, know-how,
proprietary information, business plans or financial data to any person, firm,
corporation, association or other entity for any reason or purpose whatsoever,
nor shall the Executive make use of any Company-owned property for his own
purposes or for the benefit of any person, firm, corporation or other entity
(except the Company) under any circumstances during or after the term of his
employment. These restrictions shall not apply to scientific or other

- 4 -
<PAGE> 5
publications approved for disclosure under the Company's usual procedures.
These restrictions also shall not apply to such trade secrets, know-how and
proprietary information which the Executive can establish by competent proof:

(i) were known, other than under binder of
secrecy, to the Executive prior to his employment by the Company;

(ii) have passed into the public domain prior to
or after their development by or for the Company, other than through acts or
omissions attributable to the Executive; or

(iii) were subsequently obtained, other than under
binder of secrecy, from a third party not acquiring the information under an
obligation of confidentiality from the disclosing party.

(b) Upon termination of his employment hereunder, the
Executive shall promptly turn over to the Company all originals and copies
which he may have of any of the Company's confidential information described in
this paragraph.

9. Intellectual Property. The Executive hereby sells, transfers
and assigns to the Company, or to any person or entity designated by the
Company, the entire right, title and interest of the Executive in and to all
inventions, ideas, discoveries and improvements, whether patented or
unpatented, and material subject to copyright, made or conceived by the
Executive, solely or jointly, during the term hereof or of any predecessor
agreements, which arise out of research conducted by, for or under the
direction of the Company, whether or not conducted at the Company's facilities,
or which relate to methods, apparatuses, designs, products, processes or
devices, sold, leased, used or under consideration or development by the
Company. The Executive further acknowledges that all copyrightable materials
developed or produced by the Executive within the scope of his employment
constitute works made for hire. The Executive shall communicate promptly and
disclose to the Company, in such form as the Company may reasonably request,
all information, details and data pertaining to any such inventions, ideas,
discoveries and improvements; and the Executive shall execute and deliver to
the Company such formal transfers and assignments and such other papers and
documents and shall give such testimony as may be necessary or required of the
Executive to permit the Company or any person or entity designated by the
Company to file and prosecute patent applications and, as to material subject
to copyright, to obtain copyrights thereof.

10. Covenants Not to Compete or Interfere.

- 5 -
<PAGE> 6
would infringe upon any of the Company's confidential information or
intellectual property. This Agreement shall not be construed to restrict the
Executive's right to be employed as a faculty member of any university or
employee of any non-profit agency or foundation after any termination of this
Agreement where this covenant not to compete shall continue to be in effect.
During the period in which this covenant not to compete is in effect and for a
period of one year thereafter, the Executive also shall not interfere with,
disrupt or attempt to disrupt the relationship, contractual or otherwise,
between the Company and any of the Company's customers, suppliers, lessors,
lessees, employees, consultants, research partners or investors.

(b) If this Agreement is terminated pursuant to paragraph
3(b) above, the Executive's covenant not to compete shall continue in effect
for one year after the effective date of such termination. If this Agreement is
terminated pursuant to paragraph 3(a) above, the Executive's covenant not to
compete shall continue in effect until the date which is two years after the
effective date of the termination in consideration of the severance payments to
be paid hereunder; provided, however, if the Executive sends notice in writing
to the Company of the Executive's election to forego receipt of severance
payments provided for in paragraphs 4(b) and (c) above, this covenant not to
compete shall terminate upon the date of the Executive's election.

11. Injunctive Relief. If there is a breach or threatened breach
of the provisions of paragraphs 8, 9 or 10 of this Agreement, the Company shall
be entitled to an injunction, without bond, restraining the Executive from such
breach. Nothing herein shall be construed as prohibiting the Company from
pursuing any other remedies for such breach or threatened breach.

12. Notices. Any notice required or permitted to be given under
this Agreement to the Executive shall be sufficient if in writing and if sent
by certified or registered mail to his residence, or in the case of the
Company, to the Chief Executive Officer, 1885 33rd Street, Boulder, Colorado
80301, or to such other officers or addresses as the Company shall designate
from time to time in writing to the Executive. Any such notice shall be
effective on the earlier of (a) the date on which it is personally delivered,
or (b) three days after it is deposited in the United States mail, postage
prepaid.

13. Waiver of Breach. A waiver by the Company or the Executive of
breach of any provision of this Agreement by the other party shall not operate
or be construed as a waiver of any subsequent breach by the other party.

- 6 -
<PAGE> 7
14. Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Colorado.

15. Assignment. Subject to the other terms hereof, this Agreement
may be assigned, without the consent of the Executive, by the Company to any
person, partnership, corporation or other entity which succeeds to the business
of the Company or which has purchased substantially all the assets of the
Company, provided such assignee is capable of assuming and assumes all the
liabilities of the Company hereunder. No such assignment shall relieve the
Company of its obligations hereunder.

16. Entire Agreement. This instrument contains the entire
agreement of the parties and supersedes all prior employment agreements between
the Executive and the Company or any of its predecessors. This Agreement may
be changed only by an agreement in writing signed by the party against whom
enforcement of any waiver, change, modification, extension or discharge is
sought.

IN WITNESS WHEREOF the parties have executed this Agreement as of the
date first above written.

SYNERGEN, INC. EXECUTIVE:

By: /s/ KENNETH J. COLLINS By: /s/ GREGORY B. ABBOTT
------------------------------ -----------------------------
Kenneth J. Collins Gregory B. Abbott
Executive Vice President, President and Chief Executive
Finance and Administration Officer

- 7 -
<PAGE> 8
ADDENDUM NO. 1 TO EXECUTIVE OFFICER EMPLOYMENT AGREEMENT

Reference is made to the Executive Officer Employment Agreement
(the "Agreement") dated as of May 19, 1994 between SYNERGEN, INC., a Delaware
corporation (the "Company") and Gregory B. Abbott (the "Executive"). All
capitalized terms shall have the meaning given to them in the Agreement, unless
otherwise defined herein.

NOW THEREFORE, the parties hereto have agreed to amend the
Agreement as set forth below:

1. Payment Upon Change in Control or Strategic
Transaction.

(a) If, within twelve (12) months of the
date hereof, there occurs either (i) a Change in Control of the Company (as
defined below) or (ii) the Company enters into a Strategic Transaction (as
defined below) with a third party, a lump sum, one time payment equal to the
Executive's annual Salary at such time shall be made to the Executive upon such
Change in Control or Strategic Transaction; provided that the payment shall be
made in cash in the event of a Change in Control transaction or, at the option
of the Board, in cash or Synergen Common Stock in the event of a Strategic
Transaction.

(b) For purposes hereof, Change in
Control shall mean (i) the occurrence of any of the events specified in Section
3(a)(iii)(C) of the Agreement or (ii) a change in the composition of the Board
of Directors of the Company, as a result of which fewer than a majority of the
directors are Incumbent Directors. For purposes hereof, "Incumbent Directors"
shall mean directors who either (A) are directors of the Company as of the date
hereof, of (B) are elected, or nominated for election, to the Board of
Directors of the Company with the affirmative votes of at least a majority of
the Incumbent Directors at the time of such election or nomination.

(c) For purposes hereof, the definition
of Strategic Transaction shall mean an arrangement which provides an investment
in the Company (by way of purchase of equity, research funding, license fees,
milestone payments, or otherwise) to satisfy the cash needs of the Company for
a period of at least two (2) years of funding as approved by the Board.

(d) The parties hereto acknowledge
and agree that any payment made to the Executive hereunder shall be a
"Benefit" as defined in Section 4(f) of the Agreement and subject to the
provisions thereof.

2. Acceleration of Stock Options.

(a) Upon a Change in Control of the
Company, all options to purchase Company Common Stock held by the Executive
shall become accelerated and fully vested,

<PAGE> 9
notwithstanding anything to the contrary in any other agreements relating
thereto, and regardless of whether or not such options are assumed in such
Change in Control transaction.

3. Extension of Certain Benefits. For the duration
of any period during which the Executive is entitled to receive his Salary
pursuant to Section 4(b) of the Agreement, the Executive shall receive 100
percent Company-paid health, dental and life insurance coverage as provided to
such Executive immediately prior to the Executive's termination. If such
coverage included the Executive's dependents immediately prior to the
Executive's termination, such dependents shall also be covered at Company
expense.

4. Additional Deemed Termination. In addition to the
events described in Section 3(a)(iii)(C) of the Agreement, the Executive's
employment shall be, at such Executive's election, deemed to have been
terminated pursuant to Section 3(a)(ii)(B) if a material change occurs in the
ability of existing management, including Executive, to direct the scientific
and strategic direction of the Company.

5. Sole Changes to Agreement. The Agreement has
been amended pursuant to Section 16 thereof and all other terms and provisions
of the Agreement, other than those specifically amended by the terms hereof,
remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Addendum No. 1
to the Agreement as of October 26, 1994.

SYNERGEN, INC. EXECUTIVE:

By: /s/ KENNETH J. COLLINS By: /s/ GREGORY B. ABBOTT
----------------------------- -----------------------

Name: Kenneth J. Collins Name: Gregory B. Abbott
--------------------------- ---------------------

Title: Executive Vice President, Title: President and Chief
Finance and Administration Executive Officer
-------------------------- --------------------

<PAGE> 1

EXHIBIT 10.5
EXECUTIVE OFFICER
EMPLOYMENT AGREEMENT

THIS AGREEMENT, dated as of April 8, 1993, is between SYNERGEN, INC.,
a Delaware corporation (the "Company"), and Mark D. Young (the "Executive").

1. Employment. The Company hereby agrees to employ the Executive
and the Executive hereby accepts such employment upon the terms and conditions
herein set forth.

2. Duties and Term.

(a) Unless earlier terminated pursuant to paragraph 3
below, the Executive shall be engaged as a full-time employee to act as the
Company's Executive Vice President, Technical Operations and shall be subject
to the instruction and control of the Company's Chief Executive Officer for a
period of two years, commencing as of the date first written above (the
"Commencement Date"). In such capacity, the Executive shall perform all duties
incident to his office and all other duties that from time to time may be
assigned to him by the Chief Executive Officer and are commensurate with the
position held by the Executive.

(c) So long as the Executive shall be an officer of the
Company, the Executive shall be entitled to engage in any business activities
not directly competitive, or appearing to cause a conflict of interest, in the
reasonable determination of the Company's Chief Executive Officer, with the
interests or activities of the Company. During the Executive's employment with
the Company, prior to engaging in any such business activities, the Executive
shall provide to the Chief Executive Officer his proposed business activities,
in order to enable the Chief Executive Officer to determine whether such
proposed activities violate this paragraph 2(c). The Executive shall not be
precluded from investing his personal or family assets in businesses which do
not compete with the Company or whose securities are regularly traded in
recognized securities markets, provided that such investments shall not result
in his collectively owning beneficially at any time one percent or more of the
equity securities of any corporation engaged in a business competitive to that
of the Company.

3. Early Termination. Notwithstanding the term of employment set
forth in paragraph 2(a) above, the Executive's employment shall be earlier
terminated as of the dates set forth below upon the occurrence of any of the
following:

(a) Without Cause. The Executive's employment shall
terminate without cause:
<PAGE> 2
(i) immediately in the event the Executive dies;
or

(iii) The Executive's employment shall be deemed to
have been terminated pursuant to paragraph 3(a)(ii)(B) above if the Executive
elects, at his sole discretion, to terminate such employment upon written
notice to the Company within 30 days after the occurrence of any of the
following: (A) the Executive, without his written consent, is removed from or
is not reelected to his present office or a position of comparable or higher
authority during the term of this Agreement, or (B) the Executive's material
duties, responsibilities or authorities in his present office are substantially
reduced, or (C) in the event that (1) the Company sells all or substantially
all of its assets, merges or consolidates (unless the Company is the survivor
of any such transaction and controls the ultimate parent of the company it
acquires), (2) the Company purchases 50 percent or more of its common stock
held by non-affiliates immediately prior to such purchase, or (3) control of
more than 50 percent of the Company's outstanding voting stock is acquired by a
stockholder, or group of stockholders acting in concert. If any such event
described in paragraph 3(a)(iii)(C) occurs, the 30-day election period shall be
extended until such time as a new employment agreement is executed between the
Company or the new controlling agent of the Company and the Executive on terms
and conditions acceptable to the Executive.

4. Compensation.

(a) For services rendered under this Agreement, the
Company shall pay the Executive as salary, beginning on the Commencement Date,
$165,000 per annum (the "Salary"), payable (after deduction of applicable
payroll taxes) in equal installments according to the Company's usual schedule
for payment of its employees. The Chief Executive Officer, the Board or the
Compensation Committee thereof, may review the Executive's compensation from
time to time and make any increases, approved by the Board, that the Chief
Executive Officer, Board or

- 2 -
<PAGE> 3
Compensation Committee thereof determines are merited, consistent with the
Company's compensation policies. Pursuant to such procedure, the Executive's
Salary was increased to $190,000 per annum effective September 1, 1993.
Notwithstanding the Salary specified above, the Executive has voluntarily
agreed that his salary shall be $150,000 per annum until such time as he and
the Company shall otherwise agree. All references in this Agreement to
"Salary" shall refer to the Salary specified above (or as subsequently
increased) and not to the voluntarily reduced salary level.

(d) If the Executive's employment is terminated for Cause
pursuant to paragraph 3(b) above, the Executive shall receive no severance pay.

- 3 -
<PAGE> 4
such payment is determined to be an "excess parachute payment" within the
meaning of sections 4999 and 280G of the Code (an "Excess Parachute Payment")
subject to tax under section 4999 of the Code ("Parachute Tax"), then the
Company shall pay, in direct payments to the Executive, withholding deposits or
a combination thereof (at the proper time for payment of withholding deposits
and not less than 10 days prior to the date on which the Executive must make
payment to the relevant taxing authorities, as applicable, but in no event
later than the end of the Executive's taxable year during which the benefit is
paid or conferred), an amount such that, after payment of (a) a Parachute Tax
on the Benefit and (b) all Parachute Taxes, federal, state and local income
taxes and applicable statutory penalties and interest attributable to the
amounts described' in clauses (a) and (b), the Executive will be left with a
net Benefit equal to the Benefit that he would have had if the Benefit had not
given rise to any Parachute Tax.

8. Disclosure of Information.

- 4 -
<PAGE> 5
(i) were known, other than under binder of
secrecy, to the Executive prior to his employment by the Company;

(ii) have passed into the public domain prior to
or after their development by or for the Company, other than through acts or
omissions attributable to the Executive; or

(iii) were subsequently obtained, other than under
binder of secrecy, from a third party not acquiring the information under an
obligation of confidentiality from the disclosing party.

9. Intellectual Property. The Executive hereby sells, transfers
and assigns to the Company, or to any person or entity designated by the
Company, the entire right, title and interest of the Executive in and to all
inventions, ideas, discoveries and improvements, whether patented or
unpatented, and material subject to copyright, made or conceived by the
Executive, solely or jointly, during the term hereof or of any predecessor
agreements, which arise out of research conducted by, for or Under the
direction of the Company, whether or not conducted at the Company's facilities,
or which relate to methods, apparatuses, designs, products, processes or
devices, sold, leased, used or under consideration or development by the
Company. The Executive further acknowledges that all copyrightable materials
developed or produced by the Executive within the scope of his employment
constitute works made for hire. The Executive shall communicate promptly and
disclose to the Company, in such form as the Company may reasonably request,
all information, details and data pertaining to any such inventions, ideas,
discoveries and improvements; and the Executive shall execute and deliver to
the Company such formal transfers and assignments and such other papers and
documents and shall give such testimony as may be necessary or required of the
Executive to permit the Company or any person or entity designated by the
Company to file and prosecute patent applications and, as to material subject
to copyright, to obtain copyrights thereof.

10. Covenants Not to Compete or Interfere.

(a) During the term of this Agreement and for as long
thereafter as may be provided in paragraph 10(b) below, the Executive shall not
engage in any enterprise (whether as an officer, director, owner, employee,
partner, consultant, advisor or other direct or indirect participant, except as
permitted by paragraph 2(c) above) whose business is directed at the commercial
exploitation of therapeutic products derived from recombinant DNA technology
that are reasonably anticipated to be directly competitive with the Company's
products and that embody or would infringe upon any of the Company's
confidential information or intellectual property. This Agreement shall not be
construed to restrict the Executive's right to be employed as a faculty member
of any university or employee of any non-profit agency or foundation after any
termination of this Agreement where this covenant not to compete shall continue
to be in effect. During the

- 5 -
<PAGE> 6
period in which this covenant not to compete is in effect and for a period of
one year thereafter, the Executive also shall not interfere with, disrupt or
attempt to disrupt the relationship, contractual or otherwise, between the
Company and any of the Company's customers, suppliers, lessors, lessees,
employees, consultants, research partners or investors.

(b) If this Agreement is terminated pursuant to paragraph
3(b) above, the Executive's covenant not to compete shall continue in effect
for one year after the effective date of such termination. If this Agreement
is terminated pursuant to paragraph 3(a) above, the Executive's covenant not to
compete shall continue in effect until the date which is two years after the
effective date of the termination in consideration of the severance payments to
be paid hereunder; provided, however, if the Executive sends notice in writing
to the Company of the Executive's election to forego receipt of severance
payments provided for in paragraphs 4(b) and (c) above, this covenant not to
compete shall terminate upon the date of the Executive's election.

11. Injunctive Relief. If there is a breach or threatened breach
of the provisions of paragraphs 8, 9 or 10 of this Agreement, the Company shall
be entitled to an injunction, without bond, restraining the Executive from such
breach. Nothing herein shall be construed as prohibiting the Company from
pursuing any other remedies for such breach or threatened breach.

13. Waiver of Breach. A waiver by the Company or the Executive of
a breach of any provision of this Agreement by the other party shall not
operate or be construed as a waiver of any subsequent breach by the other
party.

14. Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Colorado.

15. Assignment. Subject to the other terms hereof, this Agreement
may be assigned, without the consent of the Executive, by the Company to any
person, partnership, corporation or

- 6 -
<PAGE> 7
other entity which succeeds to the business of the Company or which has
purchased substantially all the assets of the Company, provided such assignee
is capable of assuming and assumes all the liabilities of the Company
hereunder. No such assignment shall relieve the Company of its obligations
hereunder.

IN WITNESS WHEREOF the parties have executed this Agreement as of the
date first above written.

SYNERGEN, INC. EXECUTIVE:

By: /s/ LARRY SOLL By: /s/ MARK D. YOUNG
--------------------------------- ---------------------------------
Larry Soll Mark D. Young
Chief Executive Officer and Executive Vice President,
Chairman of the Board of Directors Technical Operations

- 7 -
<PAGE> 8
ADDENDUM NO. 1 TO EXECUTIVE OFFICER EMPLOYMENT AGREEMENT

Reference is made to the Executive Officer Employment Agreement
(the "Agreement") dated as of April 8, 1993 between SYNERGEN, INC., a Delaware
corporation (the "Company") and MARK D. YOUNG (the "Executive"). All
capitalized terms shall have the meaning given to them in the Agreement, unless
otherwise defined herein.

NOW THEREFORE, the parties hereto have agreed to amend the
Agreement as set forth below:

1. Payment Upon Change in Control or Strategic
Transaction.

(b) For purposes hereof, Change in Control
shall mean (i) the occurrence of any of the events specified in Section
3(a)(iii)(C) of the Agreement or (ii) a change in the composition of the Board
of Directors of the Company, as a result of which fewer than a majority of the
directors are Incumbent Directors. For purposes hereof, "Incumbent Directors"
shall mean directors who either (A) are directors of the Company as of the date
hereof, of (B) are elected, or nominated for election, to the Board of
Directors of the Company with the affirmative votes of at least a majority of
the Incumbent Directors at the time of such election or nomination.

(c) For purposes hereof, the definition
of Strategic Transaction shall mean an arrangement which provides an
investment in the Company (by way of purchase of equity, research funding,
license fees, milestone payments, or otherwise) to satisfy the cash needs of
the Company for a period of at least two (2) years of funding as approved by
the Board.

(d) The parties hereto acknowledge and
agree that any payment made to the Executive hereunder shall be a "Benefit"
as defined in Section 4(f) of the Agreement and subject to the provisions
thereof.

2. Acceleration of Stock Options.

(a) Upon a Change in Control of the
Company, all options to purchase Company Common Stock held by the Executive
shall become accelerated and fully vested,
<PAGE> 9
notwithstanding anything to the contrary in any other agreements relating
thereto, and regardless of whether or not such options are assumed in such
Change in Control transaction.

4. Additional Deemed Termination. In addition to
the events described in Section 3(a)(iii)(C) of the Agreement, the Executive's
employment shall be, at such Executive's election, deemed to have been
terminated pursuant to Section 3(a)(ii)(B) if a material change occurs in the
ability of existing management, including Executive, to direct the scientific
and strategic direction of the Company.

IN WITNESS WHEREOF, the parties have executed this Addendum
No. 1 to the Agreement as of October 26, 1994.

SYNERGEN, INC. EXECUTIVE:

By: /s/ GREGORY B. ABBOTT By: /s/ MARK D. YOUNG
---------------------- --------------------------

Name: Gregory B. Abbott Name: Mark D. Young
-------------------- -------------------------

Title: President and Chief Title: Executive Vice President,
Executive Officer Technical Operations
------------------- ------------------------

<PAGE> 1

EXHIBIT 10.6
EXECUTIVE OFFICER
EMPLOYMENT AGREEMENT

THIS AGREEMENT, dated as of April 8, 1993, is between SYNERGEN, INC.,
a Delaware corporation (the "Company"), and Robert C. Thompson (the
"Executive").

1. Employment. The Company hereby agrees to employ the Executive
and the Executive hereby accepts such employment upon the terms and conditions
herein set forth.

2. Duties and Term.

(a) Unless earlier terminated pursuant to paragraph 3
below, the Executive shall be engaged as a full-time employee to act as the
Company's Executive Vice President, Research and Clinical Affairs, and shall be
subject to the instruction and control of the Company's Chief Executive Officer
for a period of two years, commencing as of the date first written above (the
"Commencement Date"). In such capacity, the Executive shall perform all duties
incident to his office and all other duties that from time to time may be
assigned to him by the Chief Executive Officer and are commensurate with the
position held by the Executive. The Executive shall also serve as a Director
of the Company until such time as he or the Company's stockholders otherwise
elect. If the Executive ceases to be a Director, either at his or the
Company's election, such change of status shall not, in and of itself, affect
his status as Executive Vice President, Research and Clinical Affairs. Any
such change of status shall not affect the Executive's base salary, nor shall
it affect the two-year notice period and related salary continuation under the
contract should the Executive be removed as, or not re-elected to the position
of Director.

(c) So long as the Executive shall be an officer of the
Company, the Executive shall be entitled to engage in any business activities
not directly competitive, or appearing to cause a conflict of interest, in the
determination of the Company's Board of Directors, with the interests or
activities of the Company. During the Executive's employment with the Company,
prior to engaging in any such business activities, the Executive shall provide
to the Board of Directors his proposed business activities, in order to enable
the Board of Directors to determine whether such proposed activities violate
this paragraph 2(c). The Executive shall not be precluded from investing his
personal or family assets in businesses which do not compete with the Company
or whose securities are regularly traded in recognized securities markets,
provided that such investments shall not result in his collectively owning
beneficially at any time one percent or more of the equity securities of any
corporation engaged in a business competitive to that of the Company.

(i) immediately in the event the Executive dies;
or

(iii) The Executive's employment shall be deemed to
have been terminated pursuant to paragraph 3(a)(ii)(B) above if the Executive
elects, at his sole discretion, to terminate such employment upon written
notice to the Company within 30 days after the occurrence of any of the
following: (A) the Executive, without his written consent, is removed from or
is not re-elected to his present office or a position of comparable or higher
authority during the term of this Agreement, or (B) the Executive's material
duties, responsibilities or authorities in his present office are substantially
reduced, or (C) in the event that (1) the Company sells all or substantially
all of its assets, merges or consolidates (unless the Company is the survivor
of any such transaction and controls the ultimate parent of the company it
acquires), (2) the Company purchases 50% or more of its common stock held by
non-affiliates immediately prior to such purchase, or (3) control of more than
50 percent of the Company's outstanding voting stock is acquired by a
stockholder, or group of stockholders acting in concert. If any such event
described in paragraph 3(a)(iii)(C) occurs, the 30-day election period shall be
extended until such time as a new employment agreement is executed between the
Company or the new controlling agent of the Company and the Executive on terms
and conditions acceptable to the Executive.

4. Compensation.

(a) For services rendered under this Agreement, the
Company shall pay the Executive as salary, beginning on the Commencement Date,
$203,500 per annum (the "Salary"), payable (after deduction of applicable
payroll taxes) in equal installments according to the Company's usual schedule
for payment of its employees. The Chief Executive Officer, the Board or the
Compensation Committee thereof, may review the Executive's compensation from
time to time and make any increases, approved by the Board, that the Chief
Executive Officer, Board or Compensation Committee thereof determines are
merited, consistent with the Company's

- 2 -
<PAGE> 3
compensation policies. Pursuant to such procedure, the Executive's Salary was
increased to $215,000 per annum effective September 1, 1993. Notwithstanding
the Salary specified above, the Executive has voluntarily agreed that his
salary shall be $185,000 per annum until such time as he and the Company shall
otherwise agree. All references in this Agreement to "Salary" shall refer to
the Salary specified above (or as subsequently increased) and not to the
voluntarily reduced salary level.

(c) If the Executive's employment is terminated by reason
of disability pursuant to paragraph 3(a)(ii)(A) above, the Executive shall
receive severance pay at the rate of 75% of the Salary level in effect on the
date of termination, through the date which is two years from the date of such
termination, reduced by applicable payroll taxes and further reduced by the
amount received by the Executive during such period under any
Company-maintained disability insurance policy or plan or under Social Security
or similar laws. Such severance payments shall be paid periodically to the
Executive as provided in paragraph 4(a) for the payment of salary. The Company
shall not offset against any payments made under this paragraph 4(c) any direct
or indirect compensation received by the Executive from a subsequent employer.
Receipt of payments under this paragraph 4(c) shall not limit the Executive's
rights under any Company-maintained long-term disability program.

(d) If the Executive's employment is terminated for Cause
pursuant to paragraph 3(b) above, the Executive shall receive no severance pay.

- 3 -
<PAGE> 4
deposits and not less than 10 days prior to the date on which the Executive
must make payment to the relevant taxing authorities, as applicable, but in no
event later than the end of the Executive's taxable year during which the
benefit is paid or conferred), an amount such that, after payment of (a) a
Parachute Tax on the Benefit and (b) all Parachute Taxes, federal, state and
local income taxes and applicable statutory penalties and interest attributable
to the amounts described in clauses (a) and (b), the Executive will be left
with a net Benefit equal to the Benefit that he would have had if the Benefit
had not given rise to any Parachute Tax.

8. Disclosure of Information.

(i) were known, other than under binder of
secrecy, to the Executive prior to his employment by the Company;

(ii) have passed into the public domain prior to
or after their development by or for the Company, other than through acts or
omissions attributable to the Executive; or

- 4 -
<PAGE> 5
(iii) were subsequently obtained, other than under
binder of secrecy, from a third party not acquiring the information under an
obligation of confidentiality from the disclosing party.

10. Covenants Not to Compete or Interfere.

- 5 -
<PAGE> 6
date of the termination in consideration of the severance payments to be paid
hereunder; provided, however, if the Executive sends notice in writing to the
Company of the Executive's election to forego receipt of severance payments
provided for in paragraphs 4(b) and (c) above, this covenant not to compete
shall terminate upon the date of the Executive's election.

11. Injunctive Relief. If there is a breach or threatened breach
of the provisions of paragraphs 8, 9 or 10 of this Agreement, the Company shall
be entitled to an injunction, without bond, restraining the Executive from such
breach. Nothing herein shall be construed as prohibiting the Company from
pursuing any other remedies for such breach or threatened breach.

14. Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Colorado.

- 6 -
<PAGE> 7
IN WITNESS WHEREOF the parties have executed this Agreement as of the
date first above written.

SYNERGEN, INC. EXECUTIVE:

By: /s/ LARRY SOLL By: /s/ ROBERT C. THOMPSON
---------------------------------- -----------------------------------
Larry Soll Robert C. Thompson
Chief Executive Officer and Executive Vice President,
Chairman of the Board of Directors Research and Clinical Affairs

- 7 -
<PAGE> 8
ADDENDUM NO. 1 TO EXECUTIVE OFFICER EMPLOYMENT AGREEMENT

Reference is made to the Executive Officer Employment Agreement (the
"Agreement") dated as of April 8, 1993 between SYNERGEN, INC., a Delaware
corporation (the "Company") and ROBERT C. THOMPSON (the "Executive"). All
capitalized terms shall have the meaning given to them in the Agreement, unless
otherwise defined herein.

NOW THEREFORE, the parties hereto have agreed to amend the Agreement as
set forth below:

1. Payment Upon Change in Control or Strategic Transaction.

(b) For purposes hereof, Change in Control
shall mean (i) the occurrence of any of the events specified in Section
3(a)(iii)(C) of the Agreement or (ii) a change in the composition of the Board
of Directors of the Company, as a result of which fewer than a majority of the
directors are Incumbent Directors. For purposes hereof, "Incumbent Directors"
shall mean directors who either (A) are directors of the Company as of the date
hereof, of (B) are elected, or nominated for election, to the Board of
Directors of the Company with the affirmative votes of at least a majority of
the Incumbent Directors at the time of such election or nomination.

(c) For purposes hereof, the definition of
Strategic Transaction shall mean an arrangement which provides an investment in
the Company (by way of purchase of equity, research funding, license fees,
milestone payments, or otherwise) to satisfy the cash needs of the Company for
a period of at least two (2) years of funding as approved by the Board.

(d) The parties hereto acknowledge and
agree that any payment made to the Executive hereunder shall be a "Benefit"
as defined in Section 4(f) of the Agreement and subject to the provisions
thereof.

2. Acceleration of Stock Options.

(a) Upon a Change in Control of the Company,
all options to purchase Company Common Stock held by the Executive shall become
accelerated and fully vested,
<PAGE> 9
notwithstanding anything to the contrary in any other agreements relating
thereto, and regardless of whether or not such options are assumed in such
Change in Control transaction.

4. Additional Deemed Termination. In addition to
the events described in Section 3(a)(iii)(C) of the Agreement, the Executive's
employment shall be, at such Executive's election, deemed to have been
terminated pursuant to Section 3(a)(ii)(B) if a material change occurs in the
ability of existing management, including Executive, to direct the scientific
and strategic direction of the Company.

IN WITNESS WHEREOF, the parties have executed this Addendum No.
1 to the Agreement as of October 26, 1994.

SYNERGEN, INC. EXECUTIVE:

By: /s/ GREGORY B. ABBOTT By: /s/ ROBERT C. THOMPSON
------------------------ -------------------------

Name: Gregory B. Abbott Name: Robert C. Thompson
---------------------- -----------------------

Title: President and Chief Executive Title: Executive Vice President,
Officer Research and Clinical
----------------------------- Affairs
------------------------

<PAGE> 1

EXHIBIT 10.7
EXECUTIVE OFFICER
EMPLOYMENT AGREEMENT

THIS AGREEMENT, dated as of April 8, 1993, is between SYNERGEN, INC.,
a Delaware corporation (the "Company"), and Kenneth J. Collins (the
"Executive").

1. Employment. The Company hereby agrees to employ the Executive
and the Executive hereby accepts such employment upon the terms and conditions
herein set forth.

2. Duties and Term.

(a) Unless earlier terminated pursuant to paragraph 3
below, the Executive shall be engaged as a full-time employee to act as the
Company's Executive Vice President, Finance and Administration and shall be
subject to the instruction and control of the Company's Chief Executive Officer
for a period of two years, commencing as of the date first written above (the
"Commencement Date"). In such capacity, the Executive shall perform all duties
incident to his office and all other duties that from time to time may be
assigned to him by the Chief Executive Officer and are commensurate with the
position held by the Executive.

(c) So long as the Executive shall be an officer of the
Company, the Executive shall be entitled to engage in any business activities
not directly competitive, or appearing to cause a conflict of interest, in the
reasonable determination of the Company's Chief Executive Officer, with the
interests or activities of the Company. During the Executive's employment with
the Company, prior to engaging in any such business activities, the Executive
shall provide to the Chief Executive Officer his proposed business activities,
in order to enable the Chief Executive Officer to determine whether such
proposed activities violate this paragraph 2(c). The Executive shall not be
precluded from investing his personal or family assets in businesses which do
not compete with the Company or whose securities are regularly traded in
recognized securities markets, provided that such investments shall not result
in his collectively owning beneficially at any time one percent or more of the
equity securities of any corporation engaged in a business competitive to that
of the Company.

(i) immediately in the event the Executive dies;
or

(iii) The Executive's employment shall be deemed to
have been terminated pursuant to paragraph 3(a)(ii)(B) above if the Executive
elects, at his sole discretion, to terminate such employment upon written
notice to the Company within 30 days after the occurrence of any of the
following: (A) the Executive, without his written consent, is removed from or
is not reelected to his present office or a position of comparable or higher
authority during the term of this Agreement, or (B) the Executive's material
duties, responsibilities or authorities in his present office are substantially
reduced, or (C) in the event that (1) the Company sells all or substantially
all of its assets, merges or consolidates (unless the Company is the survivor
of any such transaction and controls the ultimate parent of the company it
acquires), (2) the Company purchases 50 percent or more of its common stock
held by non-affiliates immediately prior to such purchase, or (3) control of
more than 50 percent of the Company's outstanding voting stock is acquired by a
stockholder, or group of stockholders acting in concert. If any such event
described in paragraph 3(a)(iii)(C) occurs, the 30-day election period shall be
extended until such time as a new employment agreement is executed between the
Company or the new controlling agent of the Company and the Executive on terms
and conditions acceptable to the Executive.

4. Compensation.

(a) For services rendered under this Agreement, the
Company shall pay the Executive as salary, beginning on the Commencement Date,
$161,000 per annum (the "Salary"), payable (after deduction of applicable
payroll taxes) in equal installments according to the Company's usual schedule
for payment of its employees. The Chief Executive Officer, the Board

- 2 -
<PAGE> 3
or the Compensation Committee thereof, may review the Executive's compensation
from time to time and make any increases, approved by the Board, that the Chief
Executive Officer, Board or Compensation Committee thereof determines are
merited, consistent with the Company's compensation policies. Pursuant to such
procedure, the Executive's Salary was increased to $190,000 per annum effective
September 1, 1993. Notwithstanding the Salary specified above, the Executive
has voluntarily agreed that his salary shall be $150,000 per annum until such
time as he and the Company shall otherwise agree. All references in this
Agreement to "Salary" shall refer to the Salary specified above (or as
subsequently increased) and not to the voluntarily reduced salary level.

(c) If the Executive's employment is terminated by reason
of disability pursuant to paragraph 3(a)(ii)(A) above, the Executive shall
receive severance pay at the rate of 75 percent of the Salary level in effect
on the date of termination, through the date which is two years from the date
of such termination, reduced by applicable payroll taxes and further reduced by
the amount received by the Executive during such period under any Company
maintained disability insurance policy or plan or under Social Security or
similar laws. Such severance payments shall be paid periodically to the
Executive as provided in paragraph 4(a) for the payment of salary. The Company
shall not offset against any payments made under this paragraph 4(c) any direct
or indirect compensation received by the Executive from a subsequent employer.
Receipt of payments under this paragraph 4(c) shall not limit the Executive's
rights under any Company maintained long-term disability program.

(d) If the Executive's employment is terminated for Cause
pursuant to paragraph 3(b) above, the Executive shall receive no severance pay.

8. Disclosure of Information.

(a) The Executive recognizes and acknowledges that the
Company's trade secrets, know-how and proprietary information as they may exist
from time to time, as well as the Company's confidential business plans and
financial data are valuable, special and unique assets of the Company's
business, access to and knowledge of which are essential to the performance of
the Executive's duties hereunder. Except as provided in paragraph (b) below,
the Executive shall not, during or after the term of his employment by the
Company, in whole or in part, disclose such trade secrets, know-how,
proprietary information, business plans or financial data to any person, firm,
corporation, association or other entity for any reason or purpose whatsoever,
nor shall the Executive make use of any Company owned property for his own
purposes or for the benefit of any person, firm, corporation or other entity
(except the Company) under any circumstances during or after the term of his
employment. These restrictions shall not apply to scientific or other

(i) were known, other than under binder of
secrecy, to the Executive prior to his employment by the Company;

(ii) have passed into the public domain prior to
or after their development by or for the Company, other than through acts or
omissions attributable to the Executive; or

(iii) were subsequently obtained, other than under
binder of secrecy, from a third party not acquiring the information under an
obligation of confidentiality from the disclosing party.

9. Intellectual Property. The Executive hereby sells, transfers
and assigns to the Company, or to any person or entity designated by the
Company, the entire right, title and interest of the Executive in and to all
inventions, ideas, discoveries and improvements, whether patented or
unpatented, and material subject to copyright, made or conceived by the
Executive, solely or jointly, during the term hereof or of any predecessor
agreements, which arise out of research conducted by, for or under the
direction of the Company, whether or not conducted at the Company's facilities,
or which relate to methods, apparatuses, designs, products, processes or
devices, sold, leased, used or under consideration or development by the
Company. The Executive further acknowledges that all copyrightable materials
developed or produced by the Executive within the scope of his employment
constitute works made for hire. The Executive shall communicate promptly and
disclose to the Company, in such form as the Company may reasonably request,
all information, details and data pertaining to any such inventions, ideas,
discoveries and improvements; and the Executive shall execute and deliver to
the Company such formal transfers and assignments and such other papers and
documents and shall give such testimony as may be necessary or required of the
Executive to permit the Company or any person or entity designated by the
Company to File and prosecute patent applications and, as to material subject
to copyright, to obtain copyrights thereof.

10. Covenants Not to Compete or Interfere.

(b) If this Agreement is terminated pursuant to paragraph
3(b) above, the Executive's covenant not to compete shall continue in effect
for one year after the effective date of such termination. If this Agreement is
terminated pursuant to paragraph 3(a) above, the Executive's covenant not to
compete shall continue in effect until the date which is two years after the
effective date of the-termination in consideration of the severance payments to
be paid hereunder; provided, however, if the Executive sends notice in writing
to the Company of the Executive's election to forego receipt of severance
payments provided for in paragraphs 4(b) and (c) above, this covenant not to
compete shall terminate upon the date of the Executive's election.

11. Injunctive Relief. If there is a breach or threatened breach
of the provisions of paragraphs 8,9 or 10 of this Agreement, the Company shall
be entitled to an injunction, without bond, restraining the Executive from such
breach. Nothing herein shall be construed as prohibiting the Company from
pursuing any other remedies for such breach or threatened breach.

- 6 -
<PAGE> 7
14. Governing Lab. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Colorado.

IN WITNESS WHEREOF the parties have executed this Agreement as of the
date first above written.

SYNERGEN, INC. EXECUTIVE:

By: /s/ LARRY SOLL By: /s/ KENNETH J. COLLINS
---------------------------------- --------------------------------
Larry Soll Kenneth J. Collins
Chief Executive Officer and Executive Vice President,
Chairman of the Board of Directors Finance and Administration

- 7 -
<PAGE> 8
ADDENDUM NO. 1 TO EXECUTIVE OFFICER EMPLOYMENT AGREEMENT

Reference is made to the Executive Officer Employment Agreement
(the "Agreement") dated as of April 8, 1993 between SYNERGEN, INC., a
Delaware corporation (the "Company") and KENNETH J. COLLINS (the "Executive").
All capitalized terms shall have the meaning given to them in the Agreement,
unless otherwise defined herein.

NOW THEREFORE, the parties hereto have agreed to amend the
Agreement as set forth below:

1. Payment Upon Change in Control or Strategic
Transaction.

(b) For purposes hereof, Change in Control
shall mean (i) the occurrence of any of the events specified in Section
3(a)(iii)(C) of the Agreement or (ii) a change in the composition of the Board
of Directors of the Company, as a result of which fewer than a majority of the
directors are Incumbent Directors. For purposes hereof, "Incumbent Directors"
shall mean directors who either (A) are directors of the Company as of the date
hereof, of (B) are elected, or nominated for election, to the Board of
Directors of the Company with the affirmative votes of at least a majority of
the Incumbent Directors at the time of such election or nomination.

(c) For purposes hereof, the definition of
Strategic Transaction shall mean an arrangement which provides an investment
in the Company (by way of purchase of equity, research funding, license fees,
milestone payments, or otherwise) to satisfy the cash needs of the Company
for a period of at least two (2) years of funding as approved by the Board.

(d) The parties hereto acknowledge and
agree that any payment made to the Executive hereunder shall be a "Benefit"
as defined in Section 4(f) of the Agreement and subject to the provisions
thereof.

2. Acceleration of Stock Options.

4. Additional Deemed Termination. In addition to
the events described in Section 3(a)(iii)(C) of the Agreement, the Executive's
employment shall be, at such Executive's election, deemed to have been
terminated pursuant to Section 3(a)(ii)(B) if a material change occurs in the
ability of existing management, including Executive, to direct the scientific
and strategic direction of the Company.

IN WITNESS WHEREOF, the parties have executed this Addendum No.
1 to the Agreement as of October 26, 1994.

SYNERGEN, INC. EXECUTIVE:

By: /s/ GREGORY B. ABBOTT By: /s/ KENNETH J. COLLINS
------------------------- -------------------------------

Name: Gregory B. Abbott Name: Kenneth J. Collins
----------------------- -----------------------------

Title: President and Chief Title: Executive Vice President,
Executive Officer Finance and Administration
---------------------- ----------------------------

<PAGE> 1

EXHIBIT 10.8

FORM OF
EXECUTIVE OFFICER
EMPLOYMENT AGREEMENT

(for vice presidents and treasurer)

THIS AGREEMENT, dated as of __________________, is between SYNERGEN,
INC., a Delaware corporation (the "Company"), and ______________________ (the
"Executive").

1. EMPLOYMENT. The Company hereby agrees to employ the Executive and
the Executive hereby accepts such employment upon the terms and conditions
herein set forth.

2. DUTIES AND TERM.

(a) Unless earlier terminated pursuant to paragraph 3
below, the Executive shall be engaged as a full-time employee to act as the
Company's ______________, and shall be subject to the instruction and control
of the Company's Executive Vice President, _________________ for a period of
one year commencing as of the date first written above (the "Commencement
Date"). In such capacity, the Executive shall perform all duties incident to
his office and all other duties that from time to time may be assigned to
him/her by the Executive Vice President, ______________ and are commensurate
with the position held by the Executive.

(b) The term of the Executive's employment as set forth
in paragraph 2(a) above shall be automatically renewed for successive one-year
periods unless terminated by the Company pursuant to paragraph 3 below, or
unless the Company or the Executive provides to the other party not less than
six months written notice prior to the expiration of the original or any
renewal term hereof of its or his election to not renew the Executive's term of
employment.

(c) So long as the Executive shall be an officer of the
Company, he/she shall not engage in any other business activity or activities,
whether or not such business activity is pursued for gain, profit or other
pecuniary advantage, that, in the judgment of the President, may conflict with
the proper performance of the Executive's duties under this Agreement. The
Executive may provide the Chief Executive Officer, with a written, reasonably
detailed description of any activity in which the Executive proposes to engage,
and the Chief Executive Officer shall, within 60 days thereafter, notify the
Executive whether the Chief Executive Officer determines such activity to be in
conflict with the proper performance of the Executive's duties. The Executive
shall not be precluded from investing

-1-
<PAGE> 2
his personal or family assets in businesses which do not compete with the
Company or whose securities are regularly traded in recognized securities
markets, provided that such investments shall not result in his collectively
owning beneficially at any time one percent or more of the equity securities of
any corporation engaged in a business competitive to that of the Company.

3. EARLY TERMINATION. Notwithstanding the term of employment set
forth in paragraph 2(a) above, the Executive's employment shall be earlier
terminated as of the dates set forth below upon the occurrence of any of the
following:

(a) Without Cause. The Executive's employment shall
terminate without cause:

(i) immediately in the event the Executive dies; or

(ii) upon 30 days' prior written notice to the
Executive (A) if the Executive becomes physically or mentally incapacitated or
is injured so that he/she is unable to perform the services required of him/her
hereunder and such inability to perform continues for a period in excess of six
months and is continuing at the time of such notice; or (B) by action of the
Board of Directors (the "Board") for any reason other than as set forth in
paragraph 3(b) below. Notice of non-renewal or termination of this Agreement
under paragraph 2(b) above shall not be considered early termination under this
paragraph 3(a).

-2-
<PAGE> 3
material breach of paragraphs 2, 8, 9 or 10 hereof, or (ii) the Executive's
having been convicted of a felony.

4. COMPENSATION.

(a) For services rendered under this Agreement, the
Company shall pay the Executive as salary, beginning on the Commencement Date,
$______________ (the "Salary"), payable (after deduction of applicable payroll
taxes) in equal installments according to the Company's usual schedule for
payment of its employees. The Chief Executive Officer, the Board or the
Compensation Committee thereof, may review the Executive's compensation from
time to time and make any increases, approved by the Board, that the Chief
Executive Officer, Board or Compensation Committee thereof determines are
merited, consistent with the Company's compensation policies.

(b) The Executive or his personal representative shall
continue to receive the Salary at the level in effect on the date of
termination, payable periodically (after deduction of applicable payroll taxes)
as provided in paragraph 4(a), through the date which is six months from the
date on which the Executive's employment is terminated pursuant to paragraphs
3(a)(i), 3(a)(ii)(B), 3(a)(iii)(A) and 3(a)(iii)(B) above. If the Executive's
employment is terminated pursuant to paragraph 3(a)(iii)(C) above, the
Executive or his personal representative shall continue to receive the Salary
in the same manner through the date which is one year from the date on which
the Executive's employment is terminated. No offset shall be made against the
payments due to the Executive as a result of the Executive obtaining other
employment during the period during which payments are received under this
subparagraph 4(b).

(c) If the Executive's employment is terminated by reason
of disability pursuant to paragraph 3(a)(ii)(A) above, the Executive shall
receive severance pay at the rate of 75 percent of the Salary level in effect
on the date of termination, through the date which is six months from the date
of such termination, reduced by applicable payroll taxes and further reduced by
the amount received by the Executive during such period under any
Company-maintained disability insurance policy or plan or under Social Security
or similar laws. Such severance payments shall be paid periodically to the
Executive as provided in paragraph 4(a) for the payment of salary. The Company
shall not offset against any payments made under this paragraph 4(c) any direct
or indirect compensation received by the Executive from a subsequent employer.
Receipt of payments under this paragraph 4(c) shall not limit the Executive's
rights under any Company-maintained long-term disability program.

(d) If the Executive's employment is terminated for Cause
pursuant to paragraph 3(b) above, the Executive shall receive no severance pay.

-3-
<PAGE> 4
(e) In addition to salary payments under paragraph 4(a)
above, the Executive shall be eligible for and participate in such fringe
benefits as shall be generally provided to executives of the Company, including
incentive compensation, health insurance, stock plans and retirement programs
which may be in effect during the term hereof. The Executive shall not be
entitled, however, to receive any new stock bonus, stock option or other
incentive stock compensation under any employee stock plan unless the Board
shall specifically so provide by written resolution. Nothing herein contained
shall be deemed to preclude the Board from granting such additional
compensation or benefits to the Executive as it may in its sole discretion
determine.

(f) If the Company pays any amount to the Executive under
this Agreement or under any other plan or arrangement (a "Benefit") that is
ultimately determined to be a "parachute payment" under section 280G of the
Internal Revenue Code of 1986, as amended, (the "Code"), and such payment is
determined to be an "excess parachute payment" within the meaning of sections
4999 and 280G of the Code (an "Excess Parachute Payment") subject to tax under
section 4999 of the Code ("Parachute Tax"), then the Company shall pay, in
direct payments to the Executive, withholding deposits or a combination thereof
(at the proper time for payment of withholding deposits and not less than 10
days prior to the date on which the Executive must make payment to the relevant
taxing authorities, as applicable, but in no event later than the end of the
Executive's taxable year during which the benefit is paid or conferred), an
amount such that, after payment of (a) a Parachute Tax on the Benefit and (b)
all Parachute Taxes, federal, state and local income taxes and applicable
statutory penalties and interest attributable to the amounts described in
clauses (a) and (b), the Executive will be left with a net Benefit equal to the
Benefit that he would have had if the Benefit had not given rise to any
Parachute Tax.

5. SICK LEAVE AND VACATION. During the Executive's employment under
this Agreement, the Executive shall be entitled to sick leave and annual
vacation consistent with the Company's customary sick leave and vacation
policies.

6. EXPENSES. During the term of this Agreement, the Company shall
reimburse the Executive for all reasonable out-of-pocket expenses incurred by
the Executive in connection with the business of the Company and in performance
of his duties under this Agreement upon the Executive's presentation to the
Company of an itemized accounting of such expenses with reasonable supporting
data.

7. REPRESENTATIONS. The Executive hereby represents to the Company
that (a) he/she is legally entitled to enter into this Agreement and to perform
the services contemplated herein, and (b) he/she has the full right, power and
authority, subject to no rights of third parties, to grant to the Company the
rights contemplated by paragraph 9 hereof.

8. DISCLOSURE OF INFORMATION.

-4-
<PAGE> 5
(a) The Executive recognizes and acknowledges that the
Company's trade secrets, know-how and proprietary information as they may exist
from time to time, as well as the Company's confidential business plans and
financial data are valuable, special and unique assets of the Company's
business, access to and knowledge of which are essential to the performance of
the Executive's duties hereunder. Except as provided in paragraph (b) below,
the Executive shall not, during or after the term of his employment by the
Company, in whole or in part, disclose such trade secrets, know-how,
proprietary information, business plans or financial data to any person, firm,
corporation, association or other entity for any reason or purpose whatsoever,
nor shall the Executive make use of any Company-owned property for his own
purposes or for the benefit of any person, firm, corporation or other entity
(except the Company) under any circumstances during or after the term of his
employment. These restrictions shall not apply to scientific or other
publications approved for disclosure under the Company's usual procedures.
These restrictions also shall not apply to such trade secrets, know- how and
proprietary information which the Executive can establish by competent proof:

(i) were known, other than under binder of secrecy,
to the Executive prior to his employment by the Company;

(ii) have passed into the public domain prior to
or after their development by or for the Company, other than through acts or
omissions attributable to the Executive; or

(iii) were subsequently obtained, other than under
binder of secrecy,from a third party not acquiring the information under an
obligation of confidentiality from the disclosing party.

(b) Upon termination of his employment hereunder, the
Executive shall promptly turn over to the Company all originals and copies
which he/she may have of any of the Company's confidential information
described in this paragraph.

9. INTELLECTUAL PROPERTY. The Executive hereby sells, transfers and
assigns to the Company, or to any person or entity designated by the Company,
the entire right, title and interest of the Executive in and to all inventions,
ideas, discoveries and improvements, whether patented or unpatented, and
material subject to copyright, made or conceived by the Executive, solely or
jointly, during the term hereof or of any predecessor agreements, which arise
out of research conducted by, for or under the direction of the Company,
whether or not conducted at the Company's facilities, or which relate to
methods, apparatuses, designs, products, processes or devices, sold, leased,
used or under consideration or development by the Company. The Executive
further acknowledges that all copyrightable materials developed or produced by
the Executive within the scope of his employment constitute works made for
hire. The Executive shall communicate promptly and disclose to the Company, in
such form as the Company may reasonably request, all information, details and
data pertaining to any such inventions, ideas, discoveries and improvements;
and the Executive

-5-
<PAGE> 6
shall execute and deliver to the Company such formal transfers and assignments
and such other papers and documents and shall give such testimony as may be
necessary or required of the Executive to permit the Company or any person or
entity designated by the Company to file and prosecute patent applications and,
as to material subject to copyright, to obtain copyrights thereof.

10. COVENANTS NOT TO COMPETE OR INTERFERE.

(b) If this Agreement is terminated pursuant to paragraph or
3(b) above, the Executive's covenant not to compete shall continue in effect
for one year after the effective date of such termination. If this Agreement
is terminated pursuant to paragraph 3(a) above, the Executive's covenant not to
compete shall continue in effect until the date which is six months, or in the
case of 3(a)(iii)(C), one year, after the effective date of the termination in
consideration of the severance payments to be paid hereunder; provided,
however, if the Executive sends notice in writing to the Company of the
Executive's election to forego receipt of severance payments provided for in
paragraphs 4(b) and (c) above, this covenant not to compete shall terminate
upon the date of the Executive's election.

11. INJUNCTIVE RELIEF. If there is a breach or threatened breach of
the provisions of paragraphs 8, 9 or 10 of this Agreement, the Company shall be
entitled to an injunction,

-6-
<PAGE> 7
without bond, restraining the Executive from such breach. Nothing herein shall
be construed as prohibiting the Company from pursuing any other remedies for
such breach or threatened breach.

12. NOTICES. Any notice required or permitted to be given under this
Agreement to the Executive shall be sufficient if in writing and if sent by
certified or registered mail to his residence, or in the case of the Company,
to the Chief Executive Officer, 1885 33rd Street, Boulder, Colorado 80301, or
to such other officers or addresses as the Company shall designate from time to
time in writing to the Executive. Any such notice shall be effective on the
earlier of (a) the date on which it is personally delivered, or (b) three days
after it is deposited in the United States mail, postage prepaid.

13. WAIVER OF BREACH. A waiver by the Company or the Executive of a
breach of any provision of this Agreement by the other party shall not operate
or be construed as a waiver of any subsequent breach by the other party.

14. GOVERNING LAW. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Colorado.

15. ASSIGNMENT. Subject to the other terms hereof, this Agreement
may be assigned, without the consent of the Executive, by the Company to any
person, partnership, corporation or other entity which succeeds to the business
of the Company or which has purchased substantially all the assets of the
Company, provided such assignee is capable of assuming and assumes all the
liabilities of the Company hereunder. No such assignment shall relieve the
Company of its obligations hereunder.

16. ENTIRE AGREEMENT. This instrument contains the entire agreement
of the parties and supersedes all prior employment agreements between the
Executive and the Company or any of its predecessors. This Agreement may be
changed only by an agreement in writing signed by the party against whom
enforcement of any waiver, change, modification, extension or discharge is
sought.

IN WITNESS WHEREOF the parties have executed this Agreement as of the
date first above written.

SYNERGEN, INC. EXECUTIVE:

By:
------------------------------------ ---------------------------

Name:
----------------------------------

Title:
---------------------------------

-7-

<PAGE> 1

EXHIBIT 20.1

[SYNERGEN, INC. LOGO]

1885 33RD STREET
BOULDER, COLORADO 80301

INFORMATION STATEMENT PURSUANT TO
SECTION 14(F) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER

Pursuant to the Merger Agreement, on November 23, 1994, the Parent
commenced the Offer. The Offer is scheduled to expire on December 21, 1994.

BOARD OF DIRECTORS
GENERAL

BUYER DESIGNEES

1
<PAGE> 2

DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

2
<PAGE> 3

3
<PAGE> 4

COMMITTEES AND BOARD MEETINGS

The Board has three standing committees: the Executive Committee (which
also functions as the nominating committee), the Audit Committee and the
Compensation Committee.

The Compensation Committee was established to make recommendations
regarding compensation, including incentive compensation plans, stock bonus
plans, stock option plans, and other incentive or stock

4
<PAGE> 5

DIRECTOR COMPENSATION

On May 19, 1994, the Board authorized the payment to the Company's
then-current nonemployee directors of a retainer fee of $15,000, payable in cash
or stock at each director's election.

5
<PAGE> 6

STOCK OWNERSHIP INFORMATION

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED(1)
---------------------
STOCKHOLDER NUMBER PERCENT
----------- --------- -------
<S> <C> <C>
RCM Capital Management................................. 2,314,625 8.9%
4 Embarcadero Center, Ste. 2900
San Francisco, CA 94111
Gregory B. Abbott...................................... 169,329 (2)
Kenneth J. Collins..................................... 100,516 (2)
Arthur H. Hayes, Jr.................................... 17,250 (2)
Robert F. Hendricksen.................................. -- (2)
David I. Hirsh(3)...................................... 204,223 (2)
Barry MacTaggart....................................... 16,833 (2)
Jon S. Saxe(4)......................................... 144,190 (2)
Larry Soll(5).......................................... 379,535 1.46%
Robert C. Thompson(6).................................. 202,524 (2)
Glenn S. Utt, Jr....................................... 8,250 (2)
Mark Young............................................. 115,585 (2)
All Current Executive Officers and Directors as a Group
(16 persons)......................................... 1,352,500 5.22%
</TABLE>

(2) Less than 1.0%.

(4) Mr. Saxe resigned as President and Chief Executive Officer in April 1993.
His stock ownership reflects ownership as of April 15, 1994.

(5) Includes 19,375 shares owned by The Canavan Company, a nominee for an
irrevocable trust created by Dr. Soll for the benefit of his family. Dr.
Soll disclaims beneficial ownership of such shares.

6
<PAGE> 7

(6) Includes 2,950 shares owned by Dr. Thompson's adult children. Dr. Thompson
disclaims beneficial ownership of such shares.

SECTION 16(A) REPORTING DELINQUENCIES

CERTAIN RELATIONSHIPS, TRANSACTIONS AND ARRANGEMENTS

On October 26, 1994, the Compensation Committee of the Board approved
amendments to the Company's employment agreements with Dr. Soll, Mr. Abbott, Mr.
Collins, Dr. Thompson and Dr. Young.

7
<PAGE> 8

8
<PAGE> 9

9
<PAGE> 10

EXECUTIVE OFFICER COMPENSATION

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION ------------ ALL OTHER
---------------------- OPTIONS/ COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) (#)(1) ($)(2)
--------------------------- ---- --------- -------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Larry Soll(6) 1991 $138,750 $ -- 12,750 $ 16,057
Chief Executive Officer 1992 90,833 -- 14,000 8,375
and Chairman 1993 157,916 -- 94,250 5,418
Gregory B. Abbott(3)(6) 1991 $165,900 $ -- 19,500 $ 16,057
Executive Vice President 1992 121,109 -- 14,000 8,375
1993 191,996 -- 110,600 5,418
Kenneth J. Collins(3)(4) 1991 $ 78,159 $ -- 47,000 $ 1,300
Executive Vice President, 1992 145,250 -- 16,000 8,375
Finance and Administration 1993 154,416 -- 110,600 5,418
Robert C. Thompson(3) 1991 $165,900 $ -- 19,500 $ 16,057
Executive Vice President, 1992 187,150 750 18,000 8,375
Research and Clinical Affairs 1993 191,996 500 111,000 5,418
Mark D. Young(3) 1991 $122,733 $ -- 27,000 $ 16,057
Executive Vice President, 1992 147,900 4,375 23,000 8,375
Technical Operations 1993 155,673 -- 122,600 5,418
Jon S. Saxe(5) 1991 $220,000 $55,000 27,000 $ 16,057
Former President and CEO 1992 246,000 90,000 18,000 8,375
1993 72,769 60,000 15,000 272,199
</TABLE>

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

10
<PAGE> 11

(6) In May 1994, Mr. Abbott was appointed President and Chief Executive Officer
of the Company. Dr. Soll, the former Chief Executive Officer, remained
Chairman of the Board.

11
<PAGE> 12

OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------- POTENTIAL REALIZABLE VALUE
% OF TOTAL AT ASSUMED ANNUAL RATES OF
OPTIONS STOCK PRICE
OPTIONS GRANTED TO EXERCISE OR APPRECIATION FOR OPTION TERM
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION ----------------------------
NAME (#)(1) FISCAL 1993 ($/SHARE) DATE 0% ($) 5% ($) 10% ($)
---- ------- ------------ ----------- ---------- ------ ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Larry Soll........... 9,000(2) 52.750 02/02/2003 298,567 756,629
6,000 9.625 04/23/2003 36,318 92,038
35,750(3) 3.64 10.625 05/07/2003 238,881 605,373
3,500(4) 10.750 09/30/2003 23,662 59,964
40,000 13.250 11/04/2003 333,314 844,683
Gregory B. Abbott.... 15,000(2) 52.750 02/02/2003 497,612 1,261,048
1,800(2) 48.250 02/16/2003 54,619 138,416
50,300(3) 4.27 10.625 05/07/2003 336,104 851,755
3,500(4) 10.750 09/30/2003 23,661 59,964
40,000 13.250 11/04/2003 333,314 844,683
Kenneth J. Collins... 14,100(2) 52.750 02/02/2003 467,756 1,185,385
900 9.625 04/23/2003 5,447 13,805
52,100(3) 4.27 10.625 05/07/2003 348,132 882,234
3,500(4) 10.750 09/30/2003 23,662 59,964
40,000 13.250 11/04/2003 333,314 844,683
Robert C. Thompson... 15,000(5) 52.750 02/02/2003 497,612 1,261,048
52,500(6) 4.28 10.625 06/24/2003 72,187 468,361 1,076,244
3,500(4) 10.750 09/30/2003 23,662 59,964
40,000 13.250 11/04/2003 333,314 844,683
Mark D. Young........ 14,100(2) 52.750 02/02/2003 467,756 1,185,385
900 9.625 04/23/2003 5,447 13,805
64,100(3) 4.73 10.625 05/07/2003 428,316 1,085,438
3,500(4) 10.750 09/30/2003 23,662 59,964
40,000 13.250 11/04/2003 333,314 844,683
Jon S. Saxe.......... 15,000(7) .58 52.750 02/02/2003 497,612 1,261,048
</TABLE>

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

(1) Options granted in 1993 have a three-year vesting schedule in equal
increments and a ten-year term, with the exception of those options granted
on May 7, 1993 (see footnote 3).

(2) These options were cancelled on May 7, 1993 in exchange for a replacement
grant (see footnote 3).

(4) These options were granted as part of the annual performance review process.
No salary increases were given to officers and director level employees in
1993.

(5) This option grant was cancelled on June 24, 1993 in exchange for a
replacement grant (see footnote 6).

(6) On June 24, 1993, the Compensation Committee of the Board authorized
replacement of Dr. Thompson's outstanding stock options with exercise prices
greater than $15 per share. The new

12
<PAGE> 13

(7) Mr. Saxe resigned as President and Chief Executive Officer and a Director of
Synergen in April 1993. At the time of his resignation, this stock option
grant was cancelled.

AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

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

(2) The value of unexercised in-the-money options is calculated based on the
market price per share at December 31, 1993 ($11.375), less the exercise
price.

(3) Mr. Saxe resigned as President and Chief Executive Officer and a Director of
the Company in April 1993.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS

13
<PAGE> 14

REPORT ON REPRICING OF OPTIONS1

The Compensation Committee of the Board of Directors
Glenn S. Utt, Jr.
Arthur H. Hayes
David I. Hirsh
DATED: April 15, 1994

OPTION REPRICING TABLE
TEN-YEAR OPTION REPRICINGS

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

1 This report of the Compensation Committee of the Board of Directors
appeared in the Definitive Proxy Statement for the Company's Annual Meeting of
Stockholders held in May 1994. In August 1994, the Compensation Committee of the
Board voted to reprice employee stock options with exercise prices greater than
$7.00 per share to the market price of the Company's Common Stock on the day of
repricing of $4.75 per share. The replacement options are exercisable for two
shares for every three shares represented by the options cancelled. The
replacement options are exercisable for two shares for every three shares
represented by the options cancelled. See "CERTAIN RELATIONSHIPS, TRANSACTIONS
AND ARRANGEMENTS."

14
<PAGE> 15

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

* No longer an executive officer of the Company.

COMPENSATION COMMITTEE REPORT 2

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

2 This report of the Compensation Committee of the Board of Directors
appeared in the Definitive Proxy Statement for the Company's Annual Meeting of
Stockholders held in May 1994. The report was written prior to the appointment
of Gregory B. Abbott as President and Chief Executive Officer of the Company.

15
<PAGE> 16

employees. The Committee believes all employees play a critical role in the
Company's ultimate success, and thus all employees are eligible for the
Company's equity and cash compensation plans.

The Committee believes that, in general, employees' salaries (including
those of executive officers) should be at the mid-point of the industry labor
market and that, employees be rewarded based on performance -- individual, team
and corporate. However, because of the Company's need to conserve cash, the
Committee did not authorize salary increases for any of the Company's officers
this year and salary increases for employees in general were lower than salary
increases in recent past years. The Committee believes equity compensation -- in
the form of stock options and stock bonuses -- is an excellent incentive for all
employees, including executive officers, and serves to align the interests of
the employees, executive officers and stockholders. In awarding equity
compensation and in determining the mid-point of industry standards, the
Committee reviewed independent surveys of pharmaceutical and biotechnology
companies and executive compensation disclosures from biotechnology companies
with similar, higher and lower market capitalizations.

16
<PAGE> 17

the President thus far in 1993. Because of the Company's need to conserve cash,
Dr. Soll has not received any cash bonuses or salary increases.

The Compensation Committee of the Board of
Directors

Glenn S. Utt, Jr.
Arthur H. Hayes, Jr.
Dated: April 15, 1994 David I. Hirsh

17
<PAGE> 18

PERFORMANCE GRAPH

<TABLE>
<CAPTION>
NASDAQ
Measurement Period NASDAQ Stock Pharmaceuti-
(Fiscal Year Covered) Synergen Index (US) cal Index
--------------------- -------- ------------ ------------
<S> <C> <C> <C>
1988 100 100 100
1989 274 121 126
1990 363 103 151
1991 2161 165 401
1992 2027 192 334
1993 359 219 301
</TABLE>

18
<PAGE> 19

SCHEDULE I

DIRECTORS AND EXECUTIVE OFFICERS OF
PARENT AND PURCHASER

1. Directors and Executive Officers of Parent. The following table sets
forth the name and present position(s) with Parent of the directors and
executive officers of Parent.

I-1
<PAGE> 20

DR. DENNIS M. FENTON became Senior Vice President, Sales and Marketing, in
August 1992, having served as Vice President, Process Development, Facilities
and Manufacturing Services since July 1991.

I-2
<PAGE> 21

DR. DANIEL VAPNEK became Senior Vice President, Research, in October 1988,
having served as Vice President, Research since January 1986.

2. Directors and Executive Officers of Purchaser. The following table sets
forth the name and present position(s) with Purchaser of the directors and
executive officers of Purchaser.

For information with respect to Messrs. Attiyeh and Workman and Drs. Alton
and Vapnek, please see the information set forth above with respect to their
positions with Parent.

I-3

<PAGE> 1

EXHIBIT 20.2

[SYNERGEN LOGO]

November 23, 1994

Dear Stockholder:

As you may be aware, on November 17, 1994, Synergen, Inc. entered into
a merger agreement with Amgen Inc. ("Amgen") and its wholly owned subsidiary,
Amgen Acquisition Subsidiary, Inc. ("Purchaser"), pursuant to which Purchaser
agreed to commence as promptly as practicable a tender offer for Synergen
Common Stock for a cash price of $9.25 per share. The agreement provides that,
following completion of the offer, Amgen will cause Purchaser to merge into
Synergen and any Synergen shares that are not acquired through the tender offer
will be converted in the merger into the right to receive the same
consideration as is paid in the tender offer.

THE BOARD UNANIMOUSLY HAS DETERMINED THAT THE OFFER AND THE
MERGER ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE COMPANY AND ITS
STOCKHOLDERS, HAS APPROVED THE OFFER, THE MERGER AGREEMENT AND THE MERGER AND
RECOMMENDS THAT YOU ACCEPT THE OFFER AND TENDER YOUR SHARES PURSUANT TO THE
OFFER.

In arriving at its recommendation, the Board gave careful
consideration to a number of factors as described in the enclosed Schedule
14D-9, including the opinions of Morgan Stanley & Co. Incorporated and Alex.
Brown & Sons Incorporated, Synergen's financial advisors, that the
consideration to be received pursuant to the merger agreement is fair to
Synergen's stockholders from a financial point of view. We urge you to read
the enclosed Schedule 14D-9 and the related tender offer materials carefully.

On behalf of Synergen's Board of Directors, I thank you for the
support you have given to the Company over the years.

Sincerely,

/s/ Gregory B. Abbott
President and Chief Executive Officer

<PAGE> 1

AMGEN TO ACQUIRE SYNERGEN
FOR $9.25 PER SHARE

<TABLE>
<S> <C> <C>
Amgen Contact: Amgen Contact: Synergen Contact:
Sarah H. Crampton David Kaye Susan Eustes
Director, Investor Relations, Manager Director
Corporate Communications Product Communications Investor Relations
Amgen Amgen Synergen
(805) 447-1659 (805) 447-6692 (303) 938-6242
</TABLE>

FOR IMMEDIATE RELEASE

THOUSAND OAKS, Calif., November 18, 1994 -- Amgen and Synergen today announced
that they have entered into a definitive agreement through which Amgen will
acquire Synergen.

Under the merger agreement, Amgen will commence a cash tender offer for all
outstanding shares of Synergen common stock for $9.25 per share. Any shares not
purchased in the offer will be acquired for the same price in cash, in a
second-step merger. Synergen currently has approximately 25,900,000 shares
outstanding.

In the merger, Amgen will acquire Synergen's product pipeline, which includes
Glial Derived Neurotrophic Factor (GDNF), Tumor Necrosis Factor binding protein
(TNFbp), Interleukin-1 receptor antagonist (IL-1ra), Nerve Growth Factor (NGF)
and Ciliary Neurotrophic Factor (CNTF). NGF and CNTF were being developed
jointly with Syntex (USA) Inc.

Upon completion of the merger, Amgen will direct one of the strongest and most
diversified inflammation and neurobiology research programs in the biotechnology
industry.

"This acquisition is a unique strategic fit between Synergen's capabilities and
product candidates in neurobiology and inflammation and Amgen's expanding
programs in these two medically important areas," said Gordon Binder, Amgen's
chairman and chief executive officer.

"The integration of Amgen and Synergen neurobiology and inflammation research
people and product candidates will expand and accelerate Amgen's programs in
these challenging therapeutic areas. We are particularly enthusiastic about
GDNF, a potential neurobiology product in pre-clinical studies, and TNFbp, now
in clinical trials. We are very pleased to have entered into this agreement with
Synergen."

-- MORE --
<PAGE> 2

AMGEN TO ACQUIRE SYNERGEN FOR $9.25 PER SHARE
PAGE 2 OF 2

"Perhaps the most important aspect of this agreement, and the one that gives me
great personal satisfaction, is the potential opportunity for Amgen to do what
it does best, that is to provide very ill patients with medicines that can
improve both their health and the quality of their lives," Binder said.

Gregory Abbott, Synergen's president and chief executive officer, said, "The
merger represents an optimal strategic solution for Synergen's stockholders and
employees, one that builds on each company's outstanding scientific
capabilities. This combination of highly complementary research organizations
will propel the rapid development of Synergen's products for treating
neurological and inflammatory diseases."

The proposed acquisition is subject to the purchase of a majority of the
outstanding shares of Synergen common stock in the tender offer, clearance under
the Hart-Scott-Rodino Antitrust Improvements Act, and various other conditions.
The offer will begin no later than November 29, 1994 and will remain open for a
minimum of 20 business days. CS First Boston has been retained to act as
dealer/manager of the tender offer. Morgan Stanley provided financial advisory
services to Synergen's board of directors. Amgen and Synergen anticipate that
the acquisition will be completed by December 31, 1994.

Amgen anticipates that the acquisition will result in an immediate one-time
after-tax charge to earnings of approximately $130 million, or $0.93 per share
for the year, primarily associated with the write-off of in-process research and
development and other costs associated with the acquisition. The acquisition is
expected to reduce earnings by about $0.10 per share in 1995 and by $0.05 in
1996, as a result of increased research and development expenditures.
Thereafter, the acquisition should be neutral or beneficial to earnings.

Amgen (NASDAQ: AMGN), the world's largest biotechnology company, discovers,
develops, manufactures and markets human therapeutics based on advanced cellular
and molecular biology. With 1993 sales of more than $1.3 billion, Amgen has more
than 3,300 staff members and operations in 14 countries.

Synergen (NASDAQ: SYGN), is a biotechnology company in Boulder, Colorado engaged
in the discovery, development and manufacture of protein-based pharmaceuticals.
The company's research has been primarily concentrated in inflammation and
neurobiology.

<PAGE> 1

EXHIBIT 99.2

November 17, 1994

Board of Directors
Synergen, Inc.
1885 33rd Street
Boulder, CO 80301

Gentlemen:

We understand that Synergen, Inc. ("Synergen" or the "Company"), Amgen
Inc. ("Amgen") and Amgen Acquisition Corp., a wholly owned subsidiary of Amgen
("Acquisition Sub") have entered into an Agreement and Plan of Merger, dated
November 17, 1994 (the "Merger Agreement"), which provides, among other things,
for (i) the commencement of Acquisition Sub of a tender offer (the "Tender
Offer") for all outstanding shares of common stock, par value $0.01 per share
(the "Common Stock") of Synergen for $9.25 per share net to the seller in cash,
and (ii) the subsequent merger (the "Merger") of Acquisition Sub with and into
Synergen. Pursuant to the Merger, Synergen will become a wholly owned
subsidiary of Amgen and each outstanding share of Common Stock, other than
shares held in treasury or held by Amgen or any affiliate of Amgen or as to
which dissenters' rights have been perfected, will be converted into the right
to receive $9.25 per share in cash. The terms and conditions of the Tender
Offer and the Merger are more fully set forth in the Merger Agreement.

For purposes of the opinion set forth herein, we have;

(i) analyzed certain publicly available financial statements and
other information of the Company;

(ii) analyzed certain internal financial statements and other
financial and operating data concerning the Company prepared
by the management of the Company;

(iii) analyzed certain financial projections prepared by the
management of the Company;

(iv) discussed the past and current operations and financial
condition and the prospects of the Company with senior
executives of the Company;

(v) reviewed the reported prices and trading activity for the
Common Stock;
<PAGE> 2
Board of Directors
November 21, 1994
Page 2

(vi) compared the financial performance of the Company and the
prices and trading activity of the Common Stock with that of
certain other comparable publicly-traded companies and their
securities;

(vii) reviewed the financial terms, to the extent publicly
available, of certain comparable acquisition transactions;

(viii) participated in discussions and negotiations among
representatives of the Company, Amgen and certain other
parties and their financial and legal advisors;

(ix) considered the timing and resources, financial and other,
required to develop the Company's products;

(x) reviewed the Merger Agreement, and certain related documents;
and

(xi) performed such other analyses as we have deemed appropriate.

We have acted as financial advisor to the Board of Directors of the
Company in connection with this transaction and will receive a fee for our
services. In the past, Morgan Stanley & Co. Incorporated and its affiliates
have provided financing services for Amgen and have received fees for the
rendering of these services.

It is understood that this letter is for the information of the Board
of Directors of the Company only and may not be used for any other purpose
without our prior written consent, except that this letter may be included as
an exhibit to the Schedule 14D-9 distributed to the stockholders of the
Company.

Based on the foregoing, we are of the opinion on the date hereof that
the consideration to be received by the holders of shares of Common Stock
pursuant to the Merger Agreement is fair from a financial point of view to such
holders.

Very truly yours,

MORGAN STANLEY & CO.
INCORPORATED

By: /s/ PETER N. CRNKOVICH
--------------------------------------
Peter N. Crnkovich
Managing Director
<PAGE> 3
[LOGO] ALEX. BROWN & SONS
INCORPORATED
ESTABLISHED 1800--AMERICA'S OLDEST INVESTMENT BANKING FIRM
MEMBER NEW YORK STOCK EXCHANGE, INC. AND OTHER LEADING EXCHANGES

REPLY TO: P.O. BOX 515
BALTIMORE, MD 21203

November 17, 1994

Board of Directors
Synergen, Inc.
1885 33rd Street
Boulder, CO 80301

Dear Sirs:

Synergen, Inc. (the "Company" or "Synergen"), Amgen Inc. (the
"Parent" or "Amgen") and Amgen Acquisition Subsidiary, Inc., a wholly-owned
subsidiary of Parent ("Purchaser") have entered into an Agreement and Plan of
Merger dated as of November 17, 1994 (the "Agreement"). Pursuant to the
Agreement, Parent will make a tender offer to purchase all of the issued and
outstanding shares of common stock, par value $0.01 per share, of Synergen
("Synergen Common Stock") for $9.25 per share net to the seller in cash. You
have requested our opinion regarding the fairness, from a financial point of
view, of the consideration to be received by the stockholders of Synergen
pursuant to the Agreement.

Alex. Brown & Sons Incorporated, as a customary part of its
investment banking business, is engaged in the valuation of businesses and their
securities in connection with mergers and acquisitions, negotiated
underwritings, secondary distributions of securities, private placements and
valuations for corporate and other purposes. We have served as financial
advisor to the Board of Directors of Synergen in connection with the transaction
and will receive a fee for our services. In the past, we have provided various
financing and financial advisory services for Synergen and received customary
fees for rendering such services. We maintain a market in the common stock of
Synergen and Amgen and regularly publish research reports regarding the life
sciences industry and the businesses and securities of publicly owned companies
in that industry, including Synergen and Amgen.

In connection with this opinion, we have reviewed the Agreement and
certain publicly available financial information concerning Synergen. We have
reviewed certain internal financial analyses of Synergen made available to us
by the management of Synergen and have held discussions with members of the
senior management of Synergen regarding its business and prospects. In
addition, we have (i) reviewed the reported price and trading activity for the
common stock of Synergen, (ii) compared certain financial and stock market
information for Synergen with information for certain publicly traded companies
which we deemed similar to Synergen, (iii) reviewed the financial terms of
certain recent business combinations which we deemed comparable in whole or in
part and (iv) performed such other studies and analyses and took into account
such other matters as we considered appropriate.

<PAGE> 4
Synergen, Inc. Alex. Brown & Sons
November 17, 1994 Incorporated
Page 2

We have assumed and relied upon, without independent verification, the
accuracy and completeness of the information reviewed by us for purposes of
this opinion. With respect to the financial projections used in our analyses,
we have assumed that they have been reasonably prepared on bases reflecting the
best currently available estimates and judgements of the senior management of
Synergen as to the likely future performance of Synergen. We have not made an
independent valuation or appraisal of the assets of Synergen, nor have we been
furnished with any such valuation or appraisal. Our opinion is based on market,
economic, financial and other conditions as they exist and can be evaluated as
of the date of this letter.

Very truly yours,

ALEX. BROWN & SONS INCORPORATED