UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
BIOCIRCUITS CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
09058W-10-1
(CUSIP Number)
Donald S. Scherer
Howard, Rice, Nemerovski, Canady, Falk & Rabkin,
A Professional Corporation
Three Embarcadero Center, Suite 700
San Francisco, CA 94111
(415) 434-1600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 15, 1997
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box .
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
Exhibit Index on Page 19
Total Pages 20<PAGE>
CUSIP No. 09058W-10-1 SCHEDULE 13D Page 2 of 20
1 Name of Reporting Person H&Q BIOCIRCUITS INVESTORS, L.P.
IRS Identification No. of Above Person
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Source of Funds WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization Delaware
7 Sole Voting Power -0-
NUMBER OF
SHARES 8 Shared Voting Power 932,192*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 932,192*
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 932,192*
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row 11 8.9%*
14 Type of Reporting Person PN
* See response to Item 5.<PAGE>
CUSIP No. 09058W-10-1 SCHEDULE 13D Page 3 of 20
1 Name of Reporting Person H&Q BIOCIRCUITS INVESTMENT
MANAGEMENT CO., LLC
S.S. No. of Above Person
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Source of Funds Not applicable
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization Delaware
7 Sole Voting Power -0-
NUMBER OF
SHARES 8 Shared Voting Power 932,192*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 932,192*
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 932,192*
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row 11 8.9%*
14 Type of Reporting Person 00
* See response to Item 5. <PAGE>
CUSIP No. 09058W-10-1 SCHEDULE 13D Page 4 of 20
1 Name of Reporting Person WILLIAM R. TIMKEN
S.S. No. of Above Person
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Source of Funds Not applicable
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization United States
7 Sole Voting Power -0-
NUMBER OF
SHARES 8 Shared Voting Power 932,192*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 932,192*
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 932,192*
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row 11 8.9%*
14 Type of Reporting Person IN
* See response to Item 5. <PAGE>
CUSIP No. 09058W-10-1 SCHEDULE 13D Page 5 of 20
1 Name of Reporting Person BRUCE CROCKER
S.S. No. of Above Person
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Source of Funds Not applicable
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization United States
7 Sole Voting Power -0-
NUMBER OF
SHARES 8 Shared Voting Power 932,192*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 932,192*
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 932,192*
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row 11 8.9%*
14 Type of Reporting Person IN
* See response to Item 5. <PAGE>
CUSIP No. 09058W-10-1 SCHEDULE 13D Page 6 of 20
1 Name of Reporting Person DANIEL H. CASE III
S.S. No. of Above Person
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Source of Funds Not applicable
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization United States
7 Sole Voting Power -0-
NUMBER OF
SHARES 8 Shared Voting Power 932,192*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 932,192*
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 932,192*
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row 11 8.9%*
14 Type of Reporting Person IN
* See response to Item 5. <PAGE>
CUSIP No. 09058W-10-1 SCHEDULE 13D Page 7 of 20
1 Name of Reporting Person HAMBRECHT & QUIST MANAGEMENT CORPORATION
IRS Identification No. of Above Person
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Source of Funds WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization California
7 Sole Voting Power -0-
NUMBER OF
SHARES 8 Shared Voting Power 932,192*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 932,192*
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 932,192*
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row 11 8.9%*
14 Type of Reporting Person CO
* See response to Item 5.<PAGE>
CUSIP No. 09058W-10-1 SCHEDULE 13D Page 8 of 20
1 Name of Reporting Person HAMBRECHT & QUIST CALIFORNIA
S.S. No. of Above Person
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Source of Funds WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization California
7 Sole Voting Power -0-
NUMBER OF
SHARES 8 Shared Voting Power 932,192*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 932,192*
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 932,192*
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row 11 8.9%*
14 Type of Reporting Person CO
* See response to Item 5. <PAGE>
CUSIP No. 09058W-10-1 SCHEDULE 13D Page 9 of 20
1 Name of Reporting Person HAMBRECHT & QUIST GROUP
S.S. No. of Above Person 94-2856927
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Source of Funds WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization Delaware
7 Sole Voting Power -0-
NUMBER OF
SHARES 8 Shared Voting Power 932,192*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 932,192*
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 932,192*
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row 11 8.9%*
14 Type of Reporting Person CO
* See response to Item 5. <PAGE>
CUSIP No. 09058W-10-1 SCHEDULE 13D Page 10 of 20
1 Name of Reporting Person WILLIAM R. HAMBRECHT
IRS Identification No. of Above Person ###-##-####
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Source of Funds Not applicable
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization United States
7 Sole Voting Power -0-
NUMBER OF
SHARES 8 Shared Voting Power 932,192*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 932,192*
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 932,192*
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row 11 8.9%*
14 Type of Reporting Person IN
* See response to Item 5.<PAGE>
CUSIP No. 09058W-10-1 SCHEDULE 13D Page 11 of 20
Item 1. Security and Issuer
This Amendment to Schedule 13D relates to the Common
Stock, par value $.001 (the "Common Stock"), of Biocircuits
Corporation, a Delaware corporation (the "Company"). The
principal executive offices of the Company are located at 1324
Chesapeake Terrace, Sunnyvale, California 94089.
This Amendment is being filed to report the acquisition
on April 15, 1997 by H&Q Biocircuits Investors, L.P. (the
"Purchaser") of 212,500 units (the "Units") at a purchase price
of $1.00 per Unit. Each Unit consists of one share of Common
Stock and one warrant to purchase one share of common stock at an
exercise price of $0.75 per share (the "Warrants").
Item 2. Identity and Background
(a), (b) & (c) The following information is given with
respect to the persons filing this statement:
H&Q Biocircuits Investors, L.P. is a Delaware limited
partnership formed to invest in the Company. Its principal
office is at One Bush Street, San Francisco, California 94104.
Its Investment General Partner is H&Q Biocircuits Investment
Management, LLC, and its Administrative General Partner is
Hambrecht & Quist Management Corporation, each of which is
described below.
H&Q Biocircuits Investment Management Co., LLC, is a
Delaware limited liability company formed in 1995 to serve as the
Investment General Partner of H&Q Biocircuits Investors, L.P.
(described above). Its three member-managers are William R.
Timken, Daniel H. Case III and Bruce Crocker. Messrs. Timken and
Case are described below. Mr. Crocker is a principal in the
corporate finance department of H&Q Group (described below).
Hambrecht & Quist Management Corporation is a California
corporation that is a wholly-owned subsidiary of Hambrecht &
Quist California (described below). Its principal office is at
One Bush Street, San Francisco, California 94104. The directors
and executive officers of Hambrecht & Quist Management
Corporation are the following:
Principal
Occupation
Name Position Address (Business)
William R. Director, One Bush St. Chairman of H&Q
Hambrecht President San Francisco, Group
CA 94104<PAGE>
CUSIP No. 09058W-10-1 SCHEDULE 13D Page 12 of 20
Standish Director, VP One Bush St. Managing
O'Grady San Francisco, Director of H&Q
CA 94104 Group
Patrick J. Director, VP, One Bush St. V.P., CFO of
Allen CFO San Francisco, H&Q Group
CA 94104
Steven N. Director, VP, One Bush St. V.P., Sec'y of
Machtinger Secretary San Francisco, H&Q Group
CA 94104
Jackie A. VP One Bush St. CFO of the H&Q
Berterretche San Francisco, Venture
CA 94104 Department
Samuel D. VP One Bush St. VP of the H&Q
Kingsland San Francisco, Venture
CA 94104 Department
Frederick C. VP One Bush St. Associate in
Wasch San Francisco, the H&Q Venture
CA 94104 Department
Hambrecht & Quist California ("H&Q California") is a
California corporation wholly owned by H&Q Group (described
below), with its principal office at One Bush Street, San
Francisco, California 94104. The directors and executive
officers of H&Q California are the following:
Principal
Occupation
Name Position Address Business
Daniel H. Director, One Bush St. President, CEO
Case III President CEO San Francisco, of H&Q Group
CA 94104
William R. Director, One Bush St. Chairman of H&Q
Hambrecht Chairman San Francisco, Group
CA 94104
William R. Director, Vice One Bush St. Vice Chairman
Timken Chairman San Francisco, of H&Q Group
CA 94104<PAGE>
CUSIP No. 09058W-10-1 SCHEDULE 13D Page 13 of 20
Howard B. Director c/o Hambrecht & President of
Hillman Quist Auto-Trol
One Bush St. Technology
San Francisco, Corp.
CA 94104
William E. Director c/o Hambrecht & Founder,
Mayer Quist Development
One Bush St. Capital LLC
San Francisco,
CA 94104
William J. Director c/o Hambrecht & Professor,
Perry Quist Stanford
One Bush St. University
San Francisco,
CA 94104
Edmund H. Director c/o Hambrecht & Vice President
Shea, Jr. Quist of J.F. Shea
One Bush St. Co., Inc.
San Francisco, (construction
CA 94104 and venture
capital)
Patrick J. CFO One Bush St. CFO of H&Q
Allen San Francisco, Group
CA 94104
Steven N. General One Bush St. General
Machtinger Counsel, San Francisco, Counsel,
Secretary CA 94104 Secretary of
H&Q Group
Hambrecht & Quist Group ("H&Q Group") is a publicly-held
Delaware corporation with its principal office at One Bush
Street, San Francisco, California 94104. In addition to being
engaged, through its indirect subsidiary, Hambrecht & Quist LLC,
in the investment banking and broker-dealer businesses, H&Q
Group, directly and through associated entities, is engaged in
the venture capital and money management businesses. The
directors and executive officers of H&Q Group are the following:
Principal
Occupation
Name Position Address (Business)
Daniel H. Case Director, One Bush St. Same as
III President, CEO San Francisco, Position
CA 94104<PAGE>
CUSIP No. 09058W-10-1 SCHEDULE 13D Page 14 of 20
William R. Director, One Bush St. Same as
Hambrecht Chairman San Francisco, Position
CA 94104
William R. Director, Vice One Bush St. Same as
Timken Chairman San Francisco, Position
CA 94104
Howard B. Director c/o Hambrecht President of
Hillman & Quist Auto-Trol
One Bush Technology
Street Corp.
San Francisco,
CA 94104
William E. Director c/o Founder,
Mayer Hambrecht & Development
Quist Capital LLC
One Bush
Street
San Francisco,
CA 94104
William J. Director c/o Professor,
Perry Hambrecht & Stanford
Quist University
One Bush
Street
San Francisco,
CA 94104
Edmund H. Director c/o Vice President
Shea, Jr. Hambrecht & of J.F. Shea
Quist Co., Inc.
One Bush (construction
Street and venture
San Francisco, capital)
CA 94104
Patrick J. CFO One Bush Same as
Allen Street Position
San Francisco,
CA 94104
Steven N. General One Bush St. Same as
Machtinger Counsel, San Francisco, Position
Secretary CA 94104
(d) & (e) To the best knowledge of the reporting
persons, during the last five years none of the reporting persons
or their officers, directors or controlling persons has been<PAGE>
CUSIP No. 09058W-10-1 SCHEDULE 13D Page 15 of 20
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or has been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws.
(f) All individuals referred to above are United States
citizens unless otherwise indicated.
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase price of the Units was $212,500;
these funds were obtained from the Purchaser's available cash.
Item 4. Purpose of Transaction.
The Purchaser purchased the Units pursuant to a Common
Stock and Warrant Purchase Agreement, dated April 15, 1997 (the
"Purchase Agreement"), by and among the Company, the Purchaser
and other purchasers specified therein (collectively, the
"Purchasers").
The Purchaser purchased the Units from the Company as an
investment. The Purchaser will purchase an additional 787,500
Units at a purchase price of $1.00 per Unit at a second closing
to be held on or before July 8, 1997 if certain conditions
specified in the Purchase Agreement are satisfied. Depending on
market conditions and other factors, the Purchaser may, at any
time or from time to time, sell all or some of its securities of
the Company, or may purchase additional securities of the Company
in the open market or in private transactions.
Pursuant to Section 10 of the Purchase Agreement, the
Company has filed a Registration Statement on Form S-3 (the
"Registration Statement") with the Securities and Exchange
Commission (the "Commission") registering the sale by the
Purchasers, from time to time, of the Common Stock purchased in
the Unit financing and of the Common Stock issuable upon exercise
of the Warrants that the Purchasers acquired in the Unit
financing.
Except as set forth above, the reporting persons have no
plans or proposals which relate to or would result in the
following types of transactions or events:<PAGE>
CUSIP No. 09058W-10-1 SCHEDULE 13D Page 16 of 20
(a) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Company or
any of its subsidiaries;
(b) a sale or transfer of a material amount of assets of
the Company or any of its subsidiaries;
(c) any change in the present board of directors or
management of the Company, including any plans or proposals to
change the number or term of directors or fill any existing
vacancies on the board;
(d) any material change in the present capitalization or
dividend policy of the Company;
(e) any other material change in the Company's business
or corporate structure;
(f) changes in the Company's charter, by-laws or
instruments corresponding thereto or other actions which may
impede the acquisition of control of the Company by any person;
(g) causing a class of securities of the Company to be
delisted from a national securities exchange or cease to be
quoted in an inter-dealer quotation system of a registered
national securities association;
(h) a class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act; or
(i) any action similar to those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) The Company has informed the reporting persons that
on April 16, 1997, 10,281,321 shares of Common Stock were
outstanding. As of the date hereof, the Purchaser beneficially
owns 932,192 shares of Common Stock, which represents beneficial
ownership of approximately 8.9% of the issued and outstanding
shares of Common Stock (calculated in accordance with Rule 13d-
3(d)(1)(i) of the Securities Exchange Act of 1934).
(b) Because the Purchaser's voting and investment
decisions concerning the above securities may be made by or in
conjunction with the other reporting persons, each of the
reporting persons may be deemed a member of a group that shares
voting and dispositive power over all of the above securities.
Although the reporting persons are reporting such securities as
if they were members of a group, the filing of this Schedule 13D
shall not be construed as an admission by any reporting person<PAGE>
CUSIP No. 09058W-10-1 SCHEDULE 13D Page 17 of 20
that it is a beneficial owner of any securities other than those
directly held by such reporting person.
Under the definition of "beneficial ownership" in Rule
13d-3 under the Securities Exchange Act of 1934, it is possible
that the directors and executive officers of H&Q Group, H&Q
California or H&Q Management Corporation might be deemed the
"beneficial owners" of some or all of the securities to which
this statement relates in that they might be deemed to share the
power to direct the voting and disposition of such securities.
Neither the filing of this statement nor any of its contents
shall be deemed to constitute an admission that any such
individual is the beneficial owner of any of the securities to
which the statement relates, either for purposes of Section 13(d)
of the Securities Exchange Act of 1934 or for any other purpose,
and such beneficial ownership is expressly disclaimed.
(c) During the past 60 days, the only transaction
effected by the reporting persons in the Issuer's securities was
the Purchaser's acquisition of 212,500 Units, as described in
more detail above.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
The Purchaser acquired the Units pursuant to the Purchase
Agreement which is described in Item 4 above. The Purchase
Agreement is Exhibit 4 to this Schedule 13D and is incorporated
by reference.
Item 7. Material to Be Filed as Exhibits.
1. Joint Filing Undertaking.
2. Series A Convertible Preferred Stock and Warrant
Purchase Agreement, dated May 9, 1995, by and between the Company
and certain purchasers.
3. Voting Agreement, dated May 9, 1995, by and between
the Company and certain purchasers.
4. Common Stock and Warrant Purchase Agreement dated
April 15, 1997, by and between the Company and the Purchasers.<PAGE>
CUSIP No. 09058W-10-1 SCHEDULE 13D Page 18 of 20
Signatures
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
DATED: May 14, 1997
H&Q BIOCIRCUITS INVESTORS, L.P. HAMBRECHT & QUIST MANAGEMENT
CORPORATION
By: /s/Jackie A. Berterretche By: /s/Jackie A. Berterretche
___________________________ ___________________________
Jackie A. Berterretche Jackie A. Berterretche
Attorney-in-Fact Attorney-in-Fact
H&Q BIOCIRCUITS INVESTMENT HAMBRECHT & QUIST CALIFORNIA
MANAGEMENT CO., LLC
By: /s/Jackie A. Berterretche
By: /s/Jackie A. Berterretche ___________________________
___________________________ Jackie A. Berterretche
Jackie A. Berterretche Attorney-in-Fact
Attorney-in-Fact
WILLIAM R.TIMKEN HAMBRECHT & QUIST GROUP
By: /s/William R. Timken By: /s/Jackie A. Berterretche
___________________________ ___________________________
Jackie A. Berterretche
Attorney-in-Fact
BRUCE CROCKER WILLIAM R. HAMBRECHT
By: /s/Jackie A. Berterretche By: /s/Jackie A. Berterretche
___________________________ ___________________________
Jackie A. Berterretche Jackie A. Berterretche
Attorney-in-Fact Attorney-in-Fact
DANIEL H. CASE III
By: /s/Jackie A. Berterretche
___________________________
Jackie A. Berterretche
Attorney-in-Fact<PAGE>
CUSIP No. 09058W-10-1 SCHEDULE 13D Page 19 of 20
EXHIBIT INDEX
Exhibit 1 Joint Filing Undertaking
Exhibit 2 Series A Convertible Preferred
Stock and Warrant Purchase
Agreement dated May 9, 1995 by
and between the Company and
certain purchasers (incorporated
by reference to Exhibit 2 of
Schedule 13D filed by Venrock
Associates with the Commission on
July 14, 1995)
Exhibit 3 Voting Agreement dated May 9,
1995 by and between the Company
and certain purchasers
(incorporated by reference to
Exhibit 3 of Schedule 13D filed
by Venrock Associates with the
Commission on July 14, 1995)
Exhibit 4 Common Stock and Warrant Purchase
Agreement dated April 15, 1997 by
and between the Company and the
Purchasers (incorporated by
reference to the exhibits filed
with the Issuer's Registration
Statement on Form S-3 (333-26079)
filed with the Commission on
April 29, 1997).<PAGE>
CUSIP No. 09058W-10-1 SCHEDULE 13D Page 20 of 20
JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto, hereby
execute this agreement as an exhibit to this Schedule 13D to
evidence the agreement of the below-named parties, in accordance
with rules promulgated pursuant to the Securities Exchange Act of
1934, to file this Schedule 13D and any subsequent amendment
jointly on behalf of each of such parties.
DATED: May 14, 1997
H&Q BIOCIRCUITS INVESTORS, L.P. HAMBRECHT & QUIST MANAGEMENT
CORPORATION
By: /s/Jackie A. Berterretche By: /s/Jackie A. Berterretche
___________________________ ___________________________
Jackie A. Berterretche Jackie A. Berterretche
Attorney-in-Fact Attorney-in-Fact
H&Q BIOCIRCUITS INVESTMENT HAMBRECHT & QUIST CALIFORNIA
MANAGEMENT CO., LLC
By: /s/Jackie A. Berterretche
By: /s/Jackie A. Berterretche ___________________________
___________________________ Jackie A. Berterretche
Jackie A. Berterretche Attorney-in-Fact
Attorney-in-Fact
WILLIAM R.TIMKEN HAMBRECHT & QUIST GROUP
By: /s/William R. Timken By: /s/Jackie A. Berterretche
___________________________ ___________________________
Jackie A. Berterretche
BRUCE CROCKER Attorney-in-Fact
By: /s/Jackie A. Berterretche WILLIAM R. HAMBRECHT
___________________________
Jackie A. Berterretche
Attorney-in-Fact By: /s/Jackie A. Berterretche
___________________________
DANIEL H. CASE III Jackie A. Berterretche
Attorney-in-Fact
By: /s/Jackie A. Berterretche
___________________________
Jackie A. Berterretche
Attorney-in-Fact<PAGE>
