SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No.2)
BIOCHEM PHARMA INC.
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(Name of Issuer)
Common Shares, Without Par Value
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(Title of Class of Securities)
09058T 10 8
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(CUSIP Number)
Stephen Cowden
Glaxo Wellcome plc
Glaxo Wellcome House, Berkeley Avenue,
Greenford, Middlesex Ub6 0NN, England
011-44-171-408-8706
______________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
with copies to:
Rhett Brandon
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, NY 10017-3954
212-455-2000
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May 12, 1999
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(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g),
check the following box .
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule 13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).//
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SCHEDULE 13D
CUSIP No. 09058T 10 8 Page 2 of 14 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Glaxo Wellcome plc
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ /
(b)/ /
Joint Filing
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
England
7 SOLE VOTING POWER
NUMBER OF
SHARES 13,316,908 Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH Not applicable
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 13,316,908 Shares
10 SHARED DISPOSITIVE POWER
Not applicable
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,316,908 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.22%
14 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
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SCHEDULE 13D
CUSIP No. 09058T 10 8 Page 3 of 14 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Glaxo Group Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ /
(b)/ /
Joint Filing
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
England
7 SOLE VOTING POWER
NUMBER OF
SHARES 13,316,908 Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH Not applicable
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 13,316,908 Shares
10 SHARED DISPOSITIVE POWER
Not applicable
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,316,908 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.22%
14 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
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SCHEDULE 13D
CUSIP No. 09058T 10 8 Page 4 of 14 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Glaxo Wellcome International BV
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
Joint Filing
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
The Netherlands
7 SOLE VOTING POWER
NUMBER OF
SHARES 13,316,908 Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH Not applicable
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 13,316,908 Shares
10 SHARED DISPOSITIVE POWER
Not applicable
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,316,908 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
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<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.22%
14 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
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SCHEDULE 13D
CUSIP No. 09058T 10 8 Page 5 of 14 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Glaxo Wellcome Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
Joint Filing
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
Ontario, Canada
7 SOLE VOTING POWER
NUMBER OF
SHARES 13,316,908 Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH Not applicable
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 13,316,908 Shares
10 SHARED DISPOSITIVE POWER
Not applicable
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,316,908 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
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<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.22 %
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
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Item 1. Security and Issuer.
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This statement on Schedule 13D (the "Schedule 13D")
relates to the common shares, without par value (the "Common Stock") of
BioChem Pharma, Inc., an Ontario corporation ("BioChem"). BioChem's
principal offices are located at 275 Armand-Frappier Blvd, Laval,
Quebec, Canada H7V 4A7.
Item 2. Identity and Background.
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(a) - (c) and (f) This Schedule 13D is filed jointly
by (i) Glaxo Wellcome Inc. (formerly known as "Glaxo Canada Inc."), (ii)
Glaxo Wellcome International BV, (iii) Glaxo Group Limited and (iv)
Glaxo Wellcome plc. The foregoing persons shall collectively be
referred to herein as the "Glaxo Reporting Persons". The agreement
among the Glaxo Reporting Persons relating to the joint filing of this
Schedule 13D is attached as Exhibit 1 hereto.
Glaxo Wellcome plc is an English public limited company
and, together with all its subsidiaries and joint ventures/associated
undertakings, constitutes a major global pharmaceutical group (the
"Glaxo Group") engaged in the creation and discovery, development,
manufacture and marketing of prescription and non-prescription
medicines. Glaxo Wellcome plc owns directly 100% of Glaxo Group
Limited, which in turn owns 100% of Glaxo Wellcome International BV,
which in turn owns 100% of Glaxo Wellcome Inc. Glaxo Wellcome plc has
its principal executive offices at Glaxo Wellcome House, Berkeley
Avenue, Greenford, Middlesex UB6 0NN, England.
Glaxo Group Limited is organized under the laws of
England. It is a holding company for the Glaxo Group. Glaxo Group
Limited's principal office is located at Glaxo Wellcome House, Berkeley
Avenue, Greenford, Middlesex UB6 0NN, England.
Glaxo Wellcome International BV is organized under the
laws of The Netherlands. It is a holding company for the Glaxo Group.
Glaxo Wellcome International BV's principal office is located at Huist
ter Heideweg 62, 3705 LZ, Zeist, The Netherlands.
Glaxo Wellcome Inc. is organized under the laws of the
Province of Ontario, Canada. Its principal business is the research,
development, manufacturing and sale of ethical pharmaceutical products
in Canada. Glaxo Wellcome Inc.'s principal office is located at 7333
Mississauga Road North, Mississauga, Ontario, Canada L5N 6L4.
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The name, business address, present principal
occupation, and citizenship of the executive officers and directors of
each of Glaxo Reporting Persons are set forth in Appendix A hereto,
which is incorporated by reference herein.
(d) and (e) During the last five years, none of Glaxo
Reporting Persons or, to the best of their knowledge, the executive
officers and directors set forth in Appendix A hereto, has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or was a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction as a result of which he
or she 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.
Information with respect to each of the Glaxo Reporting
Persons is given solely by such Glaxo Reporting Person and no Glaxo
Reporting Person has the responsibility for the accuracy or completeness
of information supplied by another Glaxo Reporting Person.
Item 3. Source and Amount of Funds or Other Consideration.
------ -------------------------------------------------
Not applicable -- sale of securities.
Item 4. Purpose of Transaction.
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On May 12, 1999, Glaxo Wellcome Inc. sold 2,534,000
shares of the Common Stock of BioChem in the Nasdaq National Market at a
price of $20 per share. The disposition of these shares of Common Stock
was made for investment purposes only.
ITEM 5. Interest in Securities of the Issuer.
------ ------------------------------------
(a) and (b) As of May 3, 1999, based upon information
set forth in the 1999 Management Proxy Circular of BioChem, there were
108,992,890 shares of Common Stock of BioChem outstanding. The Common
Stock ownership percentages set forth below are based on this number of
shares. Pursuant to Rule 13d-3(a) under the Exchange Act, Glaxo
Wellcome plc, Glaxo Group Limited and Glaxo Wellcome International BV
may be deemed to be the indirect beneficial owners of 13,316,908 shares
of Common Stock of BioChem held directly by Glaxo Wellcome Inc. as of
May 13, 1999, which represent approximately 12.22 % of the outstanding
shares of Common Stock of BioChem. To the best knowledge of the Glaxo
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Reporting Persons, no executive officer or director of the Glaxo
Reporting Persons, owns any shares of the Common Stock of BioChem.
As of the date of this Schedule 13D, Glaxo Wellcome plc
was the beneficial owner of 13,316,908 shares of Biochem Common Stock,
representing approximately 12.22 % of the outstanding shares of Common
Stock of BioChem. Glaxo Wellcome plc has the sole power to vote or
direct the vote and to dispose or direct the disposition of all such
shares of Biochem Common Stock.
As of the date of this Schedule 13D, Glaxo Group
Limited was the beneficial owner of 13,316,908 shares of Biochem Common
Stock, representing approximately 12.22 % of the outstanding shares of
Common Stock of BioChem. Glaxo Group Limited has the sole power to vote
or direct the vote and to dispose or direct the disposition of all such
shares of Biochem Common Stock.
As of the date of this Schedule 13D, Glaxo Wellcome
International BV was the beneficial owner of 13,316,908 shares of
BioChem Common Stock, representing approximately 12.22 % of the
outstanding shares of Common Stock of BioChem. Glaxo Wellcome
International BV has the sole power to vote or direct the vote and to
dispose or direct the disposition of all such shares of Biochem Common
Stock.
As of the date of this Schedule 13D, Glaxo Wellcome
Inc. was the beneficial owner of 13,316,908 shares of Biochem Common
Stock, representing approximately 12.22 % of the outstanding shares of
Common Stock of BioChem. Glaxo Wellcome Inc. has the sole power to vote
or direct the vote and to dispose or direct the disposition of all such
shares of Biochem Common Stock.
(c) To the best knowledge of each of the Glaxo
Reporting Persons, none of the Glaxo Reporting Persons effected any
transactions in the Common Stock of BioChem in the past 60 days other
than as described under Item 4 above.
(d) To the best knowledge of each of the Glaxo
Reporting Persons, no person, other than the Glaxo Reporting Persons,
has the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the shares of Common Stock of
BioChem beneficially owned by the Glaxo Reporting Persons.
(e) Not applicable.
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ITEM 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
------ -------------------------------------------------------
Except as set forth herein, none of the Glaxo Reporting
Persons or, to the best of their knowledge, the executive officers and
directors set forth in Appendix A hereto, is a party to any contract,
arrangement, understanding or relationship (legal or otherwise) among
the persons named in Item 2 above and between such persons and any
person with respect to any securities of BioChem, including but not
limited to transfer or voting of any of the securities, finder's fees,
joint ventures, loan or option arrangements, puts or calls, guarantees
of profits, division of profits or loss, or the giving or withholding of
proxies, or a pledge or otherwise subject to a contingency the
occurrence of which would give another person voting power or investment
power such securities.
ITEM 7. Material to be Filed as Exhibits.
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Exhibit 1 -- Joint Filing Agreement among Glaxo Wellcome plc, Glaxo
Group Limited, Glaxo Wellcome International BV and
Glaxo Wellcome Inc.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Date: May 19, 1999
GLAXO WELLCOME PLC
By: /s/ Jeremy Strachan
-----------------------------
Name: Jeremy Strachan
Title: Executive Director
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APPENDIX A TO ITEM 2
OF SCHEDULE 13D
Glaxo Wellcome plc
<TABLE>
<CAPTION>
Name and Position Business Address Present Principal Citizenship
Occupation
<S> <C> <C> <C>
Sir Richard Sykes DSc, FRS; Glaxo Wellcome plc Chairman and Executive United Kingdom
Chairman and Executive Glaxo Wellcome House Director of Glaxo
Director Berkeley Avenue, Greenford, Wellcome plc
Middlesex UB6 0NN, England
Sir Roger Hurn; Deputy General Electric Company plc, One Chairman of the General United Kingdom
Chairman and Non-Executive Bruton Street, Electric Company plc
Director London WIX 8AQ, England (utilities company)
Robert Ingram; Executive Glaxo Wellcome Inc. Chief Executive Officer United States
Director Five Moores Drive and Executive Director of
P.O. Box 13398, Research Triangle Glaxo Wellcome plc
Park, N.C. 27709, U.S.A.
Dr Michele Barzach; Non- Michele Barzach Sante, 2 Rue Health Strategy France
Executive Director Cognacq- Jay, 7500 Paris, France Consultant of Michele
Barzach Sante (health
consulting company)
Derek Bonham; Texas Utilities Company Director of Texas United Kingdom
Non-Executive Director 150 Brompton Road Utilities Company
London SW3 lHX, England (utilities company)
James Cochrane; Executive Glaxo Wellcome plc Executive Director of United Kingdom
Director Glaxo Wellcome House Glaxo Wellcome plc,
Berkeley Avenue, Greenford, responsible for Europe,
Middlesex UB6 0NN, England Middle East and Africa
John Coombe; Executive Glaxo Wellcome plc Executive Director of United Kingdom
Director Glaxo Wellcome House Glaxo Wellcome plc,
Berkeley Avenue, Greenford, responsible for Finance
Middlesex UB6 0NN, England and Investor Relations
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Peter Job; Reuters Group plc, 85 Fleet Street, Chief Executive Officer United Kingdom
Non-Executive Director London EC4P 4AJ, England of Reuters Group plc
(information services)
Professor Arthur Li; Non- The Chinese University of Hong Kong, Vice-Chancellor of the United Kingdom
Executive Director Shatin, New Territories, Hong Kong Chinese University of
Hong Kong (university)
John McArthur; Harvard Business School Fowler 32, Dean of the Harvard Canada
Non-Executive Director Soldiers Field Boston, MA 02163, Business School
U.S.A. (university)
Dr James Niedel; Executive Glaxo Wellcome plc Executive Director of United States
Director Glaxo Wellcome House Glaxo Wellcome plc,
Berkeley Avenue, Greenford, responsible for Science
Middlesex UB6 0NN, England and Technology
Dr Ronaldo Schmitz; Non- Deutsche Bank AG, A Member of the Board of Germany
Executive Director 6 Bishopsgate, London EC2N 4DA, Managing Directors of
England Deutsche Bank AG
(investment banking)
Professor Sir Richard Oxford University, Zoology Professor of Oxford United Kingdom
Southwood FRS, Hon. FRCP; Department, South Parks Road, University (university)
Non-Executive Director Oxford, OXl 3PS, England
Jeremy Strachan; Executive Glaxo Wellcome plc Executive Director Legal United Kingdom
Director Glaxo Wellcome House & Public Affairs and
Berkeley Avenue, Greenford, Business Development of
Middlesex UB6 0NN, England Glaxo Wellcome plc
Stephen Cowden; Company Glaxo Wellcome plc Company Secretary of United Kingdom
Secretary Glaxo Wellcome House Glaxo Wellcome plc
Berkeley Avenue, Greenford,
Middlesex UB6 0NN, England
Glaxo Group Limited
Sir Richard Sykes DSc, FRS; Glaxo Wellcome plc Chairman and Executive United Kingdom
Chairman Glaxo Wellcome House, Director of Glaxo
Berkeley Avenue, Greenford, Wellcome plc
Middlesex UB6 0NN, England
John Coombe; Glaxo Wellcome plc Executive Director of United Kingdom
Director Glaxo Wellcome House Glaxo Wellcome plc,
Berkeley Avenue, Greenford, responsible for Finance
Middlesex UB6 0NN, England and Investor Relations
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Jeremy Strachan; Glaxo Wellcome plc Executive Director Legal United Kingdom
Director Glaxo Wellcome House and Public Affairs and
Berkeley Avenue, Greenford, Business Development of
Middlesex UB6 0NN, England Glaxo Wellcome plc
James Cochrane; Glaxo Wellcome plc Executive Director of United Kingdom
Director Glaxo Wellcome House Glaxo Wellcome plc,
Berkeley Avenue, Greenford, responsible for Europe,
Middlesex UB6 0NN, England Middle East and Africa
Stephen Cowden; Company Glaxo Wellcome plc Company Secretary of United Kingdom
Secretary Glaxo Wellcome House Glaxo Wellcome plc
Berkeley Avenue, Greenford,
Middlesex UB6 0NN, England
Glaxo Wellcome International BV
John Coombe; Glaxo Wellcome plc, Executive Director of United Kingdom
Director Glaxo Wellcome House, Glaxo Wellcome plc,
Berkeley Avenue, Greenford, responsible for Finance
Middlesex UB6 0NN, England and Investor Relations
James Cochrane; Glaxo Wellcome plc, Executive Director of United Kingdom
Director Glaxo Wellcome House, Glaxo Wellcome plc,
Berkeley Avenue, Greenford, responsible for Europe,
Middlesex UB6 0NN, England Middle East and Africa
Onno Rethmeier; Glaxo Wellcome International BV, Director of Glaxo The Netherlands
Director Huis ter Heideweg 62, 3705 LZ, Wellcome International BV
Zeist, The Netherlands
Sierd Keimpe Roosjen; Glaxo Wellcome plc, Glaxo Wellcome Area The Netherlands
Director Glaxo Wellcome House, Director responsible for
Berkeley Avenue, Greenford, Northern Europe
Middlesex UB6 0NN, England
Glaxo Wellcome Inc.
Paul Lucas; Glaxo Wellcome Inc., President and CEO of Canada
President and Chief 7333 Mississauga Road North, Glaxo Wellcome Inc.
Executive Officer Mississauga, Ontario, Canada
Paul L'Archeveque; Glaxo Wellcome Inc., Director of Glaxo Canada
Director 7333 Mississauga Road North, Wellcome Inc.
Mississauga, Ontario, Canada
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Raymond Castonguay; Director Glaxo Wellcome Inc., Director of Glaxo Canada
7333 Mississauga Road North, Wellcome Inc.
Mississauga, Ontario, Canada
Kenneth Lendrum; Director Glaxo Wellcome Inc., Director of Glaxo Canada
7333 Mississauga Road North, Wellcome Inc.
Mississauga, Ontario, Canada
Dr. Michael Levy; Director Glaxo Wellcome Inc., Director of Glaxo Canada
7333 Mississauga Road North, Wellcome Inc.
Mississauga, Ontario, Canada
Karin Huber-Levy; Corporate Glaxo Wellcome Inc., Corporate Secretary of Canada
Secretary 7333 Mississauga Road North, Glaxo Wellcome Inc.
Mississauga, Ontario, Canada
</TABLE> |
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EXHIBIT 1 TO SCHEDULE 13D
JOINT FILING AGREEMENT
Each of the undersigned hereby agrees and consents that the
Schedule 13D filed herewith (this "Schedule 13D") by Glaxo Wellcome plc
is filed on behalf of each of them pursuant to the authorization of each
of them to Glaxo Wellcome plc to make such filing and that such Schedule
13D is filed jointly on behalf of each of them, pursuant to Sections
13(d) and 13(g) of the U.S. Securities Exchange Act of 1934, as amended,
and the rules promulgated thereunder. Each of these persons is not
responsible for the completeness or accuracy of the information
concerning the other persons making this filing unless such person knows
or has reason to believe that such information is inaccurate. This
agreement may be signed in counterparts.
GLAXO WELLCOME PLC GLAXO GROUP LIMITED
By: /s/ Jeremy Strachan By: /s/ Stephen Cowden
---------------------------- ----------------------------
Name: Jeremy Strachan Name: Stephen Cowden
Title: Executive Director Title: Company Secretary
GLAXO WELLCOME INTERNATIONAL BV GLAXO WELLCOME INC.
By: /s/ John Coombe By: /s/ Karin Huber-Levy
--------------------------- ----------------------------
Name: John Coombe Name: Karin Huber-Levy
Title: Director Title: Company Secretary
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