SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 4)
Under the Securities Exchange Act of 1934
Procept, Inc.
-------------
(Name of Issuer)
Common Stock, par value $.01 per share
--------------------------------------
(Title of Class of Securities)
742 683 10 5
------------
(CUSIP Number)
Paramount Capital Asset Management, Inc.
c/o Lindsay A. Rosenwald, M.D.
787 Seventh Avenue
New York, NY 10019
(212) 554-4300
--------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 13, 1999
--------------
(Date of Event which Requires Filing of this Statement)
<PAGE>
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Statement because of Rule
13d-1(e), 13d-1(f) of 13d-1(g), check the following:
[ ]
2
<PAGE>
SCHEDULE 13D
CUSIP No. 742683105 Page 3 of 16 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paramount Capital Asset Management, Inc.
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS*
OO (see Item 3 below)
- --------------------------------------------------------------------------------
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
None
NUMBER OF
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 6,696,072
EACH REPORTING
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
None
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
6,696,072
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,696,072
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.9%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
3
<PAGE>
SCHEDULE 13D
CUSIP No. 742683105 Page 4 of 16 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Aries Domestic Fund, L.P.
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS*
OO (see Item 3 below)
- --------------------------------------------------------------------------------
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
None
NUMBER OF
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 2,328,071
EACH REPORTING
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
None
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
2,328,071
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,328,071
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.4%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
4
<PAGE>
SCHEDULE 13D
CUSIP No. 742683105 Page 5 of 16 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Aries Master Fund, A Cayman Island Exempted Company
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS*
OO (see Item 3 below)
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
None
NUMBER OF
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 4,368,000
EACH REPORTING
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
None
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
4,368,000
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,368,000
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.5%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON*
OO (see Item 2)
- --------------------------------------------------------------------------------
5
<PAGE>
SCHEDULE 13D
CUSIP No. 742683105 Page 6 of 16 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lindsay A. Rosenwald, M.D.
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS*
OO (see Item 3 below)
- --------------------------------------------------------------------------------
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
1,263,122
NUMBER OF
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 6,696,072
EACH REPORTING
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
1,263,122
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
6,696,072
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,959,194
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.7%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
6
<PAGE>
Item 1. Security and Issuer.
-------------------
(a) Common Stock, $.01 par value ("Shares")
Procept, Inc. (the "Issuer")
840 Memorial Drive
Cambridge, MA 02139
(617) 491-1100
Item 2. Identity and Background.
-----------------------
Names of Persons Filing:
(a) This statement is filed on behalf of Paramount Capital Asset
Management, Inc. ("Paramount Capital"), Aries Domestic Fund, L.P.
("Aries Domestic"), Aries Master Fund, a Cayman Island exempted
company ("Aries Fund") and Lindsay A. Rosenwald, M.D. ("Dr.
Rosenwald" and collectively, "Reporting Parties"). See attached
Exhibit A which is a copy of their agreement in writing to file
this statement on behalf of each of them.
(b) Paramount Capital's, Aries Domestic's and Dr. Rosenwald's
business address is 787 Seventh Avenue, 48th Floor, New York, New
York, 10019. The business address for Aries Fund is c/o
MeesPierson (Cayman) Limited, P.O. Box 2003, British American
Centre, Phase 3, Dr. Roy's Drive, George Town, Grand Cayman.
(c) Dr. Rosenwald is an investment banker, venture capitalist, fund
manager and sole shareholder of Paramount Capital, /1/ a
Subchapter S corporation incorporated in Delaware. Paramount
Capital is the General Partner of Aries Domestic, /2/ a limited
partnership incorporated in Delaware. Paramount Capital is the
Investment Manager to Aries Fund, /3/ a Cayman Islands exempted
company.
(d) Dr. Rosenwald, Paramount Capital, Aries Domestic and Aries Fund
and their respective officers, directors, general partners,
investment managers, or trustees have not, during the five years
prior to the date hereof, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) Dr. Rosenwald, Paramount Capital, Aries Domestic and Aries Fund
and their respective officers, directors, general partners,
investment managers, or trustees have not been, during the five
years prior to the date hereof, parties to a civil proceeding of
a judicial or administrative body of competent jurisdiction, as a
result of which such person 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) Dr. Rosenwald is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
Since the date of Amendment No. 3 to the Original Statement on
Schedule 13-D ("Amendment No. 3"), filed on August 10, 1998,
Aries Domestic used its general funds to purchase an aggregate of
5,200 Shares in the open market and the Aries Fund used its
general funds to purchase an aggregate of 14,800 Shares in the
open market.
- --------
/1/ Please see attached Exhibit B indicating the executive
officers and directors of Paramount Capital and providing
information called for by Items 2-6 of this statement as
to said officers and directors. Exhibit B is herein
incorporated by reference.
/2/ Please see attached Exhibit C indicating the general
partner of Aries Domestic and the general partner's
executive officers and directors and providing information
called for by Items 2-6 of this statement as to said
general partners, officers and directors. Exhibit C is
herein incorporated by reference.
/3/ Please see attached Exhibit D indicating the investment
manager of the Aries Fund and the investment manager's
executive officers and directors and providing information
called for by Items 2-6 of this statement as to said
investment manager and officers and directors. Exhibit D
is herein incorporated by reference.
7
<PAGE>
In connection with a merger (the "Merger") between the Issuer and
Pacific Pharmaceuticals, Inc. ("Pacific"), which closed on March
13, 1999, each of the Reporting Parties exchanged securities of
Pacific for securities of the Issuer as follows:
Aries Domestic:
--------------
(a) 4,299 shares of Series A Preferred Stock of Pacific converted
into 135,872 shares of common stock of the Issuer with attached
contractual rights (the "Article VI Common Stock") at a
conversion rate equal to 31.60543;
(b) 49,240 shares of Article VI Common Stock were issued pursuant
to certain contractual anti-dilutive rights of the Article VI
Common Stock in (a) above that were triggered by the Merger;
(c) a Unit Purchase Option to purchase (1) 430 shares of Series A
Preferred Stock of Pacific and (2) Class A Warrants of Pacific to
purchase 42,900 shares of common stock of Pacific (the "Pacific
Common Stock") was exchanged for a Unit Purchase Option to
purchase (x) 13,590 shares of Article VI Common Stock and (y)
Class C Warrants to purchase 4,661 shares of Procept Common
Stock;
(d) warrants to purchase 4,925 shares of Article VI Common Stock
were issued pursuant to certain contractual anti-dilutive rights
of the Article VI Common Stock in (c)(x) above that were
triggered by the Merger;
(e) warrants to purchase 45,000 shares of Pacific Common Stock
were exchanged for Class C Warrants to purchase 4,889 shares of
Procept Common Stock;
(f) 305,641 shares of Pacific Common Stock were exchanged for
33,208 shares of Procept Common Stock;
(g) a note owed by Binary Therapeutics, Inc., a subsidiary of
Pacific, to Aries Domestic was exchanged for 19,275 shares of
Article VI Common Stock ;
(h) 6,985 shares of Article VI Common Stock issued as
anti-dilution protection to the Article VI Common Stock issued in
(g) above;
(i) Class A Warrants of Pacific to purchase 429,900 shares of
Pacific Common Stock were exchanged for Class C Warrants to
purchase 46,709 shares of Article VI Common Stock;
(j) 200,000 shares of Pacific Common Stock were exchanged for
21,730 shares of Procept Common Stock;
(k) Class A Warrants to purchase 250,000 shares of Pacific Common
Stock were exchanged for 27,163 shares of Procept Common Stock;
(l) Unit Purchase Option to purchase (1) 31,250 shares of Pacific
Common Stock and (2) Class A Warrants of Pacific to purchase
25,000 shares of Pacific Common Stock were exchanged for (x)
3,395 shares of Article VI Common Stock and (y) Class C Warrants
to purchase 2,716 shares of Procept Common Stock; and
Aries Fund:
----------
(a) 8,340 shares of Series A Preferred Stock of Pacific converted
into 263,589 shares of Article VI Common Stock;
(b) 95,525 shares of Article VI Common Stock were issued pursuant
to certain contractual anti-dilutive rights of the Article VI
Common Stock in (k) above that were triggered by the Merger;
(c) Unit Purchase Option to purchase (1) 834 shares of Series A
Preferred Stock of Pacific and (2) Class A Warrants of Pacific to
purchase 83,400 shares of Pacific Common Stock were exchanged for
a Unit Purchase Option to purchase (x) 26,359 shares of Article
VI Common Stock and (y) Class C Warrants to purchase 9,061 shares
of Procept Common Stock;
8
<PAGE>
(d) warrants to purchase 9,552 shares of Article VI Common Stock
were issued pursuant to certain contractual anti-dilutive rights
of the Article VI Common Stock in (c)(x) above that were
triggered by the Merger;
(e) warrants to purchase 105,000 shares of Pacific Common Stock
were exchanged for Class C Warrants to purchase 11,408 shares of
Procept Common Stock;
(f) 305,641 shares of Pacific Common Stock were exchanged for
33,208 shares of Procept Common Stock;
(g) a note owed by Binary Therapeutics, Inc., a subsidiary of
Pacific, to Aries Domestic was exchanged for 19,275 shares of
Article VI Common Stock ;
(h) 6,985 shares of Article VI Common Stock issued as
anti-dilution protection to the Article VI Common Stock issued in
(g) above;
(i) Class A Warrants of Pacific to purchase 834,000 shares of
Pacific Common Stock were exchanged for Class C Warrants to
purchase 90,614 shares of Article VI Common Stock;
(j) 200,000 shares of Pacific Common Stock were exchanged for
21,730 shares of Procept Common Stock;
(k) Class A Warrants to purchase 250,000 shares of Pacific Common
Stock were exchanged for 27,163 shares of Procept Common Stock;
and
(l) Unit Purchase Option to purchase (1) 31,250 shares of Pacific
Common Stock and (2) Class A Warrants of Pacific to purchase
25,000 shares of Pacific Common Stock were exchanged for (x)
3,395 shares of Article VI Common Stock and (y) Class C Warrants
to purchase 2,716 shares of Procept Common Stock.
Dr. Rosenwald:
-------------
(a) a note owed by Binary Therapeutics, Inc., a subsidiary of
Pacific, to Dr. Rosenwald was exchanged for 49,824 shares of
Article VI Common Stock;
(b) 18,056 shares of Article VI Common Stock issued as
anti-dilution protection to the Article VI Common Stock issued in
(d) above;
(c) 323,796 shares of Pacific Common Stock were exchanged for
31,180 shares of Procept Common Stock;
(d) a Unit Purchase Option to purchase (1) 192,197 shares of
Pacific Common Stock and (2) Class A Warrants of Pacific to
purchase 240,214 shares of Pacific Common Stock was exchanged for
a Unit Purchase Option to purchase (x) 20,882 shares of Article
VI Common Stock and (y) Class C Warrants to purchase 26,099
shares of Procept Common Stock;
(e) a Unit Purchase Option to purchase (1) 5,701 shares of Series
A Preferred Stock of Pacific and (2) Class A Warrants of Pacific
to purchase 570,064 shares of Pacific Common Stock was exchanged
for a Unit Purchase Option to purchase (x) 180,183 shares of
Article VI Common Stock and (y) Class C Warrants to purchase
61,937 shares of Procept Common Stock;
(f) 65,298 shares of Article pursuant to certain contractual
anti-dilutive rights of the Article VI Common Stock in paragraph
(e)(x) above that were triggered by the Merger;
(g) a Unit Purchase Option to purchase (1) 1,999 shares of Series
A Preferred Stock of Pacific and (2) Class A Warrants of Pacific
to purchase 199,887 shares of Pacific Common Stock was exchanged
for a Unit Purchase Option to purchase (x) 63,179 shares of
Article VI Common Stock and (y) Class C Warrants to purchase
21,718 shares of Procept Common Stock; and
(h) 22,896 shares of Article pursuant to certain contractual
anti-dilutive rights of the Article VI Common Stock in paragraph
(g)(x) above that were triggered by the Merger.
9
<PAGE>
Further, in connection with a contractual reset provision
contained in the Article VI Common Stock held by the Reporting
Parties, on April 9, 1999, Aries Domestic was issued an aggregate
of 649,514 additional shares of Article VI Common Stock, Aries
Fund was issued an aggregate of 1,233,722 additional shares of
Article VI Common Stock and Dr.
Rosenwald was issued an aggregate of 331,058.
(i) 10,865 shares of common stock of the Issuer owned by
Paramount Catital Investments, LLC, of which Dr. Rosenwald is the
Chairman and sole stockholder.
Item 4. Purpose of Transaction.
----------------------
The Reporting Parties acquired shares of Common Stock of the
Issuer as an investment in the Issuer.
Although the Reporting Parties have not formulated any definitive
plans, they may from time to time acquire, or dispose of, Common
Stock and/or other securities of the Issuer if and when they deem
it appropriate. The Reporting Parties may formulate other
purposes, plans or proposals relating to any of such securities
of the Issuer to the extent deemed advisable in light of market
conditions, investment policies and other factors.
Except as indicated in this Schedule 13D, the Reporting Parties
currently have no plans or proposals that relate to or would
result in any of the matters described in subparagraphs (a)
through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) As of the date of this filing, Dr. Rosenwald both
personally and through acquisition of the shares by the
Aries Fund and Aries Domestic, beneficially owned an
aggregate of 7,959,194, Shares or 54.7% of the Issuer's
securi ties and Paramount Capital beneficially owned
6,696,072 Shares or 49.9% of the Issuer's securities.
Aries Domestic and the Aries Fund beneficially owned as
follows:
Amount Owned
------------
Aries Domestic 2,323,071 Shares
Aries Fund 4,368,000 Shares
(b) Dr. Rosenwald and Paramount Capital share the power to
vote or to direct the vote, to dispose or to direct the
disposition of those shares owned by each of Aries
Domestic and Aries Fund.
(c) Other than as set forth in Item 3 above, the Reporting
Parties have not engaged in any transactions in the Common
Stock of the Issuer during the past 60 days.
(d) & (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with respect to Securities of the Issuer
---------------------------------------------------------
Paramount Capital is the Investment Manager of the Aries Fund and
the General Partner of Aries Domestic and in such capacities has
the authority to make certain investment decisions on behalf of
such entities, including decisions relating to the securities of
the Issuer. In connection with its investment management duties,
Paramount Capital receives certain management fees and
performance allocations from the Aries Fund and Aries Domestic.
Dr. Rosenwald is the Chairman and sole shareholder of Paramount
Capital. Mr. Michael S. Weiss, formerly a Senior Managing
Director of the Placement Agent (as defined below), joined the
Board of Directors of the Issuer in connection with the initial
investment by Aries Domestic and the predecessor in interest to
the Aries Fund, the Aries Trust, a Cayman Island trust in June
1997 and receives compensation for such services.
Pursuant to Article 6 of the Subscription Agreement executed by
the Issuer and each investor in the Private Placement, the
Reporting Parties are entitled to the contractual rights (the
"Article VI Rights") attached to the Article VI Common Stock as
set forth in Exhibit O to Amendment No. 2.
10
<PAGE>
Paramount Capital, Inc., (the "Placement Agent") an NASD member
broker dealer and an affiliate of Aries Domestic and the Aries
Fund has acted as Placement Agent for the Issuer and has received
certain fees for such services including warrants (the "Placement
Warrants") to purchase shares of Common Stock with attached
contractual rights. On June 30, 1997, the Issuer and the
Placement Agent entered into a twenty-four (24) month engagement
agreement, pursuant to which the Placement Agent is entitled to
receive a cash retainer and standard success fees in addition to
warrants (the "Advisory Warrants") to purchase shares of Common
Stock with attached contractual rights.
Except as indicated in this 13D and exhibits, there is no
contract, arrangement, understanding or relationship between the
Reporting Parties and any other person, with respect to any
securities of the Issuer.
Item 7. Material to be Filed as Exhibits:
--------------------------------
Exhibit A - Copy of an Agreement between Dr. Rosenwald, Paramount Capital,
Aries Domestic and Aries Fund to file this Statement on Schedule
13D on behalf of each of them.
Exhibit B - List of executive officers and directors of Paramount Capital and
information called for by Items 2-6 of this statement relating to
said officers and directors.
Exhibit C - List of executive officers and directors of Aries Domestic and
information called for by Items 2-6 of this statement relating to
said officers and directors.
Exhibit D - List of executive officers and directors of Aries Fund and
information called for by Items 2-6 of this statement relating to
said officers and directors.
11
<PAGE>
SIGNATURES
----------
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.
PARAMOUNT CAPITAL ASSET MANAGEMENT, INC.
Dated: May 3, 1999
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
------------------------------
Lindsay A. Rosenwald, M.D.
Chairman
ARIES DOMESTIC FUND, L.P.
By Paramount Capital Asset Management, Inc.
General Partner
Dated: May 3, 1999
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
------------------------------
Lindsay A. Rosenwald, M.D.
Chairman
THE ARIES FUND
By Paramount Capital Asset Management, Inc.
Investment Manager
Dated: May 3, 1999
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
---------------------------------
Lindsay A. Rosenwald, M.D.
Chairman
Dated: May 3, 1999
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
------------------------------
Lindsay A. Rosenwald, M.D.
12
<PAGE>
AGREEMENT
JOINT FILING OF SCHEDULE 13D
The undersigned hereby agrees to jointly prepare and file with
regulatory authorities a Schedule 13D and any future amendments thereto
reporting each of the undersigned's ownership of securities of Endorex Corp.,
and hereby affirm that such Schedule 13D is being filed on behalf of each of the
undersigned.
PARAMOUNT CAPITAL ASSET MANAGEMENT, INC.
Dated: May 3, 1999
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
------------------------------
Lindsay A. Rosenwald, M.D.
Chairman
ARIES DOMESTIC FUND, L.P.
By Paramount Capital Asset Management, Inc.
General Partner
Dated: May 3, 1999
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
------------------------------
Lindsay A. Rosenwald, M.D.
Chairman
THE ARIES FUND
By Paramount Capital Asset Management, Inc.
Investment Manager
Dated: May 3, 1999
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
---------------------------------
Lindsay A. Rosenwald, M.D.
Chairman
Dated: May 3, 1999
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
------------------------------
Lindsay A. Rosenwald, M.D.
13
<PAGE>
EXHIBIT B
The name and principal occupation or employment, which in each instance
is with Paramount Capital Asset Management, Inc. ("Paramount Capital") located
at 787 Seventh Avenue, 48th Floor, New York, New York, 10019, of each executive
officer and director of Paramount Capital is as follows:
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT
---- -------------
<S> <C>
Lindsay A. Rosenwald, M.D. Chairman of the Board of Paramount Capital Asset Management, Inc.,
Paramount Capital Investments, LLC and Paramount Capital, Inc.
Mark C. Rogers, M.D. President of Paramount Capital Asset Management, Inc., Paramount Capital
Investments, LLC and Paramount Capital, Inc.
Peter Morgan Kash Director of Paramount Capital Asset Management, Inc., Senior Managing
Director, Paramount Capital, Inc.
Dr. Yuichi Iwaki Director of Paramount Capital Asset Management, Inc., Professor, Univer
sity of Southern California School of Medicine
</TABLE>
Item 2.
During the five years prior to the date hereof, none of the above
persons (to the best of Paramount Capital's knowledge) was 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 such person 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.
Items 3-6.
Please refer to Items 3-6 herein reporting the beneficial ownership.
14
<PAGE>
EXHIBIT C
The name and principal occupation or employment, which is located at 787
Seventh Avenue, 48th Floor, New York, New York, 10019, of the General Partner of
Aries Domestic is as follows:
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT
---- -------------
<S> <C>
Paramount Capital Asset Management, Inc. General Partner; Investment Manager
</TABLE>
Exhibit B is hereby incorporated by reference.
Item 2.
During the five years prior to the date hereof, the above person (to the
best of Aries Domestic's knowledge) has not 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 such person 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.
Items 3-6.
Please refer to Items 3-6 herein reporting the beneficial ownership.
15
<PAGE>
EXHIBIT D
The name and principal occupation or employment, which in each instance
is with The Aries Master Fund ("Aries Fund") located at 787 Seventh Avenue, 48th
Floor, New York, New York, 10019, of each executive officer and director of
Aries Trust is as follows:
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT
---- -------------
Paramount Capital Asset Management, Inc. Investment Manager
MeesPierson (Cayman) Management Limited Administrator
Exhibit B is hereby incorporated by reference.
Item 2.
During the five years prior to the date hereof, neither of the above
persons (to the best of Aries Fund's knowledge) have 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 such person 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.
Items 3-6.
Please refer to Items 3-6 herein reporting the beneficial ownership.
16
