DIACRIN INC /DE/, S-3/A, 2000-03-01

DIACRIN INC /DE/
S-3/A, 2000-03-01
BIOLOGICAL PRODUCTS, (NO DIAGNOSTIC SUBSTANCES)

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 1, 2000

REGISTRATION NO. 333-30968

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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DIACRIN, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C>
DELAWARE 22-3016912
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>

BUILDING 96, 13TH STREET
CHARLESTOWN NAVY YARD
CHARLESTOWN, MA 02129
(617) 242-9100
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------

THOMAS H. FRASER, PH.D.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
BUILDING 96, 13TH STREET
CHARLESTOWN NAVY YARD
CHARLESTOWN, MA 02129
(617) 242-9100
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
-------------------------
COPIES TO:

<TABLE>
<S> <C>
STEVEN D. SINGER, ESQ. DANIELLE CARBONE, ESQ.
HALE AND DORR LLP SHEARMAN & STERLING
60 STATE STREET 599 LEXINGTON AVENUE
BOSTON, MASSACHUSETTS 02109 NEW YORK, NEW YORK 10022
TELEPHONE: (617) 526-6000 TELEPHONE: (212) 848-4000
TELECOPY: (617) 526-5000 TELECOPY: (212) 848-7179
</TABLE>

-------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date hereof.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
- ------------------

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
- ------------------

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE> 2

THE INFORMATION IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PRELIMINARY PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS
NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE
OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED MARCH 1, 2000

3,000,000 SHARES

LOGO

COMMON STOCK

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

We are offering 3,000,000 shares of common stock in this offering.

Our common stock is quoted on the Nasdaq National Market under the symbol
"DCRN." The last reported sale price of our common stock on February 29, 2000
was $16.94 per share.

INVESTING IN OUR COMMON STOCK INVOLVES RISKS WHICH ARE DESCRIBED IN THE
"RISK FACTORS" SECTION BEGINNING ON PAGE 7 OF THIS PROSPECTUS.

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<TABLE>
<CAPTION>
Per Share Total
--------- -----
<S> <C> <C>
Public Offering Price....................................... $ $
Underwriting Discount....................................... $ $
Proceeds, before expenses, to Diacrin, Inc.................. $ $
</TABLE>

The underwriters may also purchase up to an additional 450,000 shares at
the public offering price, less the underwriting discount, within 30 days from
the date of the prospectus to cover over-allotments.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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

PAINEWEBBER INCORPORATED NOMURA INTERNATIONAL

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

The date of this prospectus is , 2000.
<PAGE> 3

The diagram is of a human body in the center of page with arrows pointing at
each part of the body that can receive a cell transplant. At other end of arrows
are circular cell diagrams, showing what each magnified cell looks like. The
cells pictured, the body part associated with each cell and its associated
diseases are listed as follows:

- NeuroCell-PD
Parkinson's Disease -- arrow pointing to the head

- Porcine Neural Cells
Stroke -- arrow pointing to the head

- Porcine Neural Cells
Focal Epilepsy -- arrow pointing to the head

- Porcine Neural Cells
Chronic Intractable Pain -- arrow pointing to the head

- Porcine RPE Cells
Macular Degeneration -- arrow pointing to the head

- Neuro Cell-HD
Huntington's Disease -- arrow pointing to the head

- Human Muscle Cells
Cardiac Disease -- arrow pointing to the chest

- Porcine Liver Cells
Acute Liver Failure -- arrow pointing to the right part of the abdomen

- Human Liver Cells
Cirrhosis -- arrow pointing to the right part of the abdomen

- Porcine Spinal Cord Cells
Spinal Cord Injury -- arrow pointing to the back
<PAGE> 4

PROSPECTUS SUMMARY

You should read the following summary together with the more detailed
information about us and our common stock, including our financial statements
and the notes to those statements, appearing elsewhere in this prospectus.
Unless we indicate otherwise, all of the information in this prospectus assumes
that the underwriters do not exercise their over-allotment option.

DIACRIN, INC.

We are currently developing cell transplantation technology for treating
human diseases that are characterized by cell dysfunction or cell death and for
which current therapies are either inadequate or nonexistent. Although
scientists have demonstrated the feasibility of cell transplantation, an
inadequate supply of human donor cells has hampered widespread use of cell
transplantation in clinical applications. To overcome this constraint, we have
pioneered the use of porcine (pig) cells for clinical transplantation. Because
porcine cells are functionally similar to human cells, we believe that pigs will
be a reliable source of a wide range of cell types suitable for transplantation
into humans. We have shown in preclinical studies and clinical trials that
transplanted porcine cells appear capable of integrating into the surrounding
tissue and addressing the functional deficits caused by cell damage or cell
death. We are developing products which represent a broad-based application of
our technologies for cell production and transplantation.

After receiving clearance from the United States Food and Drug
Administration, commonly known as the FDA, to conduct the first ever clinical
trial of transplanted porcine fetal neural cells in humans, we completed a
three-year, twelve-patient, Phase 1 clinical trial to evaluate our lead product
candidate, NeuroCell-PD, for the treatment of Parkinson's disease in 1999. Based
on encouraging results from this Phase 1 clinical trial, we initiated an
18-patient, pivotal, randomized, double-blinded, placebo-controlled Phase 2/3
clinical trial in 1998. Treatment of patients in this Phase 2/3 clinical trial
has been completed, and the trial is expected to be unblinded in late 2000. We
plan to commence enrolling patients under a confirmatory, single-blind,
randomized Phase 3 clinical trial with approximately 36 patients in mid-2000.

The FDA has designated NeuroCell-PD as a fast track product which we expect
will expedite regulatory review. The FDA has also granted orphan drug
designation for NeuroCell-PD for advanced Parkinson's disease. Under current
law, the first developer to receive FDA marketing approval for a designated
orphan drug is generally entitled to a seven-year exclusive marketing period in
the United States.

We are developing NeuroCell-PD, as well as our NeuroCell-HD product
candidate for the treatment of Huntington's disease, in a joint venture with
Genzyme Corporation. As of December 31, 1999, Genzyme had contributed $23.7
million and we had contributed $4.6 million to the development of these product
candidates. We will share any profits of the joint venture equally with Genzyme.

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<PAGE> 5

The following table summarizes our product development programs and each
product's stage of development:

<TABLE>
<CAPTION>
U.S. TARGETED
PRODUCT CANDIDATE DISEASE INDICATION PATIENT POPULATION STATUS
- ----------------- ------------------ ------------------ ------
<S> <C> <C> <C>
NEUROCELL-PD* Parkinson's disease 130,000 Phase 2/3
(accrual complete)
PORCINE NEURAL Stroke 3,100,000 Phase 1
CELLS
PORCINE NEURAL Focal epilepsy 200,000 Phase 1
CELLS
PORCINE NEURAL Chronic intractable pain 2,100,000 IND cleared
CELLS
PORCINE SPINAL Spinal cord injury 200,000 IND filed
CORD CELLS
NEUROCELL-HD* Huntington's disease 25,000 Phase 1
(accrual complete)
HUMAN LIVER CELLS Cirrhosis 1,100,000 Phase 1
PORCINE LIVER Acute liver failure 45,000 IND cleared
CELLS
HUMAN MUSCLE CELLS Cardiac disease 200,000 IND filed
PORCINE RPE CELLS Macular degeneration 1,400,000 Preclinical
</TABLE>

- ---------------
* Being developed by our joint venture with Genzyme.

We are also developing a proprietary technology designed to modulate the
human immune system in order to prevent rejection of transplanted cells without
the use of immunosuppressive drugs. This technology involves the selective
treatment of cell populations prior to transplantation to prevent the patient's
immune system from rejecting the transplanted cells. Our approach would
eliminate the need for long-term immunosuppressive drugs, which may leave the
patient vulnerable to a wide range of undesirable side effects, including
increasing the patient's susceptibility to infections and cancer. We have shown
in preclinical and clinical studies the ability of our immunomodulation
technology to prevent rejection of transplanted porcine cells without
compromising the immune system or causing undesirable side effects.

We were incorporated in October 1989. Our principal executive offices are
located at Building 96, 13th Street, Charlestown Navy Yard, Charlestown, MA
02129, and our telephone number at that location is (617) 242-9100. Our world
wide web site address is www.diacrin.com. The information on our web site is not
incorporated by reference into this prospectus and should not be considered to
be a part of this prospectus.
4
<PAGE> 6

THE OFFERING

<TABLE>
<S> <C>
Common stock offered by Diacrin........... 3,000,000 shares
Common stock to be outstanding after this
offering................................ 17,442,709 shares
Use of proceeds........................... General corporate purposes, including product
research and development and possible acquisitions
and strategic investments
Nasdaq National Market symbol............. DCRN
</TABLE>

The number of shares of our common stock that will be outstanding after
this offering is based on 14,442,709 shares outstanding on February 15, 2000.
This number excludes:

- 2,875,000 shares issuable upon the exercise of outstanding warrants as of
February 15, 2000, at an exercise price of $16.00 per share, which expire
on December 31, 2000; and

- 1,179,997 shares of common stock issuable upon exercise of outstanding
options as of February 15, 2000 at a weighted average exercise price of
$5.12 per share.

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

Diacrin(TM) is our trademark. NeuroCell(TM) is a trademark of our joint
venture, Diacrin/Genzyme LLC. All other trademarks and service marks used in
this prospectus are the property of their respective owners.
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<PAGE> 7

SUMMARY FINANCIAL DATA
($ IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

The following summary financial data should be read together with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and our financial statements and related notes included elsewhere in
this prospectus.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------
1997 1998 1999
----------- ----------- -----------
<S> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Total revenues................................. $ 6,065 $ 5,199 $ 4,294
Total operating expenses....................... 8,416 8,945 7,366
Equity in operations of joint venture.......... -- (1,084) (1,688)
Net loss....................................... (2,351) (4,830) (4,760)
Net loss per common share:
Basic and diluted............................ $ (0.18) $ (0.34) $ (0.33)
Weighted average shares outstanding:
Basic and diluted............................ 13,235,286 14,156,179 14,364,154
</TABLE>

The following table is a summary of our balance sheet at December 31, 1999.
The as adjusted data give effect to the estimated net proceeds from the sale of
3,000,000 shares of common stock in this offering, at an assumed public offering
price of $16.94 per share after deducting the estimated underwriting discounts
and commissions and estimated offering expenses.

<TABLE>
<CAPTION>
AT DECEMBER 31, 1999
-----------------------
ACTUAL AS ADJUSTED
-------- -----------
<S> <C> <C>
BALANCE SHEET DATA:
Cash, cash equivalents and investments...................... $ 21,420 $ 68,684
Working capital............................................. 17,133 64,397
Total assets................................................ 22,366 69,630
Long-term debt.............................................. 249 249
Stockholders' equity........................................ 20,145 67,409
</TABLE>

6
<PAGE> 8

RISK FACTORS

This offering involves a high degree of risk. You should consider carefully
the risks and uncertainties described below and the other information in this
prospectus, including our financial statements and related notes, before
deciding to invest in shares of our common stock. If any of the following risks
or uncertainties actually occurs, our business, financial condition and
operating results would likely suffer. In that event, the market price of our
common stock could decline and you could lose all or part of the money you paid
to buy our common stock.

RISKS RELATED TO OUR BUSINESS, INDUSTRY AND STRATEGY

WE HAVE NOT SUCCESSFULLY COMMERCIALIZED ANY PRODUCTS TO DATE AND, IF WE DO
NOT SUCCESSFULLY COMMERCIALIZE ANY PRODUCTS, WE WILL NOT BE PROFITABLE

Neither we nor any other company has received regulatory approval to market
the types of products we are developing. The products that we are developing
will require additional research and development, clinical trials and regulatory
approval prior to any commercial sale. Other than our NeuroCell-PD product
candidate for the treatment of Parkinson's disease which is in Phase 2/3
clinical trials, the remainder of our product candidates are currently in early
phase clinical trials or in the preclinical stage of development. Our products
may not be effective in treating any of our targeted disorders or may prove to
have undesirable or unintended side effects, toxicities or other characteristics
that may prevent or limit their commercial use.

We currently have no products for sale and do not expect to have any
products available for sale for several years. If we are not successful in
developing and commercializing any products, we will never become profitable.

WE ARE DEPENDENT ON GENZYME CORPORATION TO FUND, DEVELOP AND MARKET OUR
LEAD PRODUCT CANDIDATE, NEUROCELL-PD, AND IF OUR JOINT VENTURE WITH GENZYME
TERMINATES, WE MAY NOT BE ABLE TO COMPLETE DEVELOPMENT OR COMMERCIALIZATION OF
NEUROCELL-PD

We have entered into a joint venture agreement with Genzyme relating to the
development and commercialization of NeuroCell-PD, our most advanced product
candidate. This agreement also covers our NeuroCell-HD product candidate. Under
this agreement, Genzyme has agreed to provide significant funding toward the
development and commercialization of these products and to market and sell the
products on behalf of the joint venture. Genzyme has the right to terminate the
agreement at any time upon 180 days notice to us. We cannot assure you that
Genzyme will not terminate this agreement, or that our economic and other
interests will coincide with those of Genzyme during the term of the agreement.
If Genzyme were to terminate this agreement, we:

- would lose a significant source of funding for the NeuroCell-PD and
NeuroCell-HD product development programs;

- would lose access to Genzyme's experienced development, sales and
marketing organizations and manufacturing facilities;

- would need to establish clinical production facilities for the production
of NeuroCell-PD and NeuroCell-HD; and

- may be unable to complete development or commercialization of
NeuroCell-PD and NeuroCell-HD.

In addition, Genzyme has the right to terminate the joint venture agreement
following an unremedied breach of any material term of the agreement by us. If
Genzyme terminates the

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<PAGE> 9

agreement, Genzyme has the option to obtain an exclusive, worldwide, royalty
bearing license to some of our technology which is required to manufacture and
market NeuroCell-PD and NeuroCell-HD. If Genzyme exercises this option, we would
only be entitled to receive a royalty on the net sales of NeuroCell-PD and
NeuroCell-HD and this royalty would be significantly less than the amounts we
would be entitled to receive under the joint venture agreement.

OUR CELL TRANSPLANTATION TECHNOLOGY IS COMPLEX AND NOVEL AND THERE ARE
UNCERTAINTIES AS TO ITS EFFECTIVENESS

We have concentrated our efforts and therapeutic product research on cell
transplantation technology, and our future success depends on the successful
development of this technology. Our principal approach is based upon
xenotransplantation, or the transplantation of cells, tissues or organs from one
species to another. Our product candidates generally involve the transplantation
of porcine (pig) neural cells into humans. Xenotransplantation is an emerging
technology with limited clinical experience. Neither the FDA nor any foreign
regulatory body has approved any xenotransplantation-based therapeutic product
for humans.

Our technological approaches may not enable us to successfully develop and
commercialize any products. If our approaches are not successful, we may be
required to change the scope and direction of our product development
activities. In that case, we may not be able to identify and implement
successfully an alternative product development strategy.

XENOTRANSPLANATION INVOLVES RISKS WHICH HAVE RESULTED IN ADDITIONAL FDA
OVERSIGHT AND WHICH IN THE FUTURE MAY RESULT IN ADDITIONAL REGULATION

Xenotransplantation poses a risk that viruses or other animal pathogens may
be unintentionally transmitted to a human patient. The FDA requires us to
perform tests to determine whether infectious agents, including porcine
endogenous retroviruses, also known as PERV, are present in patients who have
received porcine cells. While PERV has not been shown to cause any disease in
pigs, it is not known what effect, if any, PERV may have on humans. We have
performed tests on patients who have received our porcine cells. No PERV has
been detected to date, but we cannot assure you that we will not detect PERV or
another infectuous agent in the future.

The FDA requires lifelong monitoring of porcine cell transplant recipients.
If PERV or any other virus or infectious agent is detected in tests or samples,
the FDA may require us to halt our clinical trials and perform additional tests
to assess the risk to patients of infection. This could result in additional
costs to us and delays in the trials of our porcine cell products. Furthermore,
even if patients who have received our porcine cells remain PERV-free, we could
be adversely affected if PERV is detected in patients who receive porcine cells
provided by others.

The FDA has proposed, but not yet established, definitive regulatory
guidelines for xenotransplantation. We cannot assure you that we will be able to
comply with any final guidelines the FDA may issue.

WE FACE SUBSTANTIAL COMPETITION, WHICH MAY RESULT IN OTHERS DISCOVERING,
DEVELOPING OR COMMERCIALIZING PRODUCTS BEFORE OR MORE SUCCESSFULLY THAN WE DO

The products we are developing compete with existing and new products being
developed by pharmaceutical, biopharmaceutical and biotechnology companies, as
well as universities and other research institutions. Many of our competitors
are substantially larger than we are and have substantially greater capital
resources, research and development staffs and facilities than we have. Efforts
by other biotechnology or pharmaceutical companies could render our products
uneconomical or result in therapies for the disorders we are targeting that are
superior to any therapy we develop. Furthermore, many of our competitors are
more experienced in product development and

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<PAGE> 10

commercialization, obtaining regulatory approvals and product manufacturing. As
a result, they may develop competing products more rapidly and at a lower cost.
These competitors may discover, develop and commercialize products which render
non-competitive or obsolete the products that we are seeking to develop and
commercialize.

IF THE MARKET IS NOT RECEPTIVE TO OUR PRODUCTS UPON INTRODUCTION, OUR
PRODUCTS MAY NOT ACHIEVE COMMERCIAL SUCCESS

The commercial success of any of our products will depend upon their
acceptance by patients, the medical community and third-party payors. Among the
factors that we believe will materially affect acceptance of our products are:

- the timing of receipt of marketing approvals and the countries in which
those approvals are obtained;

- the safety and efficacy of our products;

- the need for surgical administration of our products;

- problems encountered in the field of xenotransplantation;

- the success of physician education programs;

- the cost of our products which may be higher than conventional
therapeutic products because our products involve surgical
transplantation of living cells; and

- the availability of government and third-party payor reimbursement of our
products.

RISKS RELATING TO CLINICAL AND REGULATORY MATTERS

THE EVALUATION OF THE UNBLINDED DATA FROM OUR PHASE 2/3 CLINICAL TRIAL OF
NEUROCELL-PD MAY NOT SUPPORT FURTHER CLINICAL DEVELOPMENT

We have completed treatment of patients in a Phase 2/3 trial for our
NeuroCell-PD product candidate, and the final patient in the trial will reach
the twelve-month post-transplantation endpoint in August 2000. Although there
will be a limited interim analysis of the data in the second quarter of 2000,
the final evaluation of unblinded data will occur later in the year. As is the
case with the results of any clinical trial, the results of the Phase 2/3
clinical trial may not show a statistically significant difference between the
treated patients and the patients in the control group. If such an outcome were
to occur, it is possible that further clinical development of NeuroCell-PD would
not be supported by Genzyme, or that we may choose to discontinue development or
modify the clinical trial protocols, which could result in the termination of or
significantly delay the progress of the NeuroCell-PD development program.

IF OUR CLINICAL TRIALS ARE NOT SUCCESSFUL, WE WILL NOT BE ABLE TO DEVELOP
AND COMMERCIALIZE ANY RELATED PRODUCTS

In order to obtain regulatory approvals for the commercial sale of our
product candidates, we will be required to complete extensive clinical trials in
humans to demonstrate the safety and efficacy of the products. We have limited
experience in conducting clinical trials.

The submission of an Investigational New Drug Application, commonly
referred to as an IND, may not result in FDA authorization to commence clinical
trials. If clinical trials begin, we may not complete testing successfully
within any specific time period, if at all, with respect to any of our product
candidates. Furthermore, we or the FDA may suspend clinical trials at any time
on various

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<PAGE> 11

grounds, including a finding that the patients are being exposed to unacceptable
health risks. Clinical trials, if completed, may not show any potential product
to be safe or effective. Thus, the FDA and other regulatory authorities may not
approve any of our product candidates for any disease indication.

The rate of completion of clinical trials depends in part upon the rate of
enrollment of patients. Patient enrollment is a function of many factors,
including the size of the patient population, the proximity of patients to
clinical sites, the eligibility criteria for the study, the existence of
competitive clinical trials and the availability of alternative treatments. In
particular, the patient population for some of our potential products is small.
Delays in planned patient enrollment may result in increased costs and program
delays.

We rely on third-party clinical investigators to conduct our clinical
trials. As a result, we may encounter delays outside of our control.

THE REGULATORY APPROVAL PROCESS IS COSTLY AND LENGTHY AND WE MAY NOT BE
ABLE TO SUCCESSFULLY OBTAIN ALL REQUIRED REGULATORY APPROVALS

We must obtain regulatory approval for each of our product candidates
before marketing or selling any of them. We may not receive regulatory approvals
to conduct clinical trials of our products or to manufacture or market our
products. In addition, regulatory agencies may not grant approvals on a timely
basis or may revoke previously granted approvals. Any delay in obtaining, or
failure to obtain, approvals could adversely affect the marketing of our
products and our ability to generate product revenue.

The process of obtaining FDA and other required regulatory approvals is
lengthy and expensive. The time required for FDA and other clearances or
approvals is uncertain and typically takes a number of years, depending on the
complexity and novelty of the product. We have only limited experience in filing
and prosecuting applications necessary to gain regulatory approvals.

Our analysis of data obtained from preclinical and clinical activities is
subject to confirmation and interpretation by regulatory authorities which could
delay, limit or prevent regulatory approval. Any regulatory approval to market a
product may be subject to limitations on the indicated uses for which we may
market the product. These limitations may limit the size of the market for the
product.

We also are subject to numerous foreign regulatory requirements governing
the design and conduct of the clinical trials and the manufacturing and
marketing of our future products. The approval procedure varies among countries.
The time required to obtain foreign approvals often differs from that required
to obtain FDA approvals. Moreover, approval by the FDA does not ensure approval
by regulatory authorities in other countries.

EVEN IF WE OBTAIN MARKETING APPROVAL, OUR PRODUCTS WILL BE SUBJECT TO
ONGOING REGULATORY OVERSIGHT WHICH MAY AFFECT THE SUCCESS OF OUR PRODUCTS

Any regulatory approvals that we receive for a product may be subject to
limitations on the indicated uses for which the product may be marketed or
contain requirements for costly post-marketing follow-up studies. After we
obtain marketing approval for any product, the manufacturer and the
manufacturing facilities for that product will be subject to continual review
and periodic inspections by the FDA and other regulatory authorities. The
subsequent discovery of previously unknown problems with the product, such as
the presence of PERV, or with the manufacturer or facility, may result in
restrictions on the product or manufacturer, including withdrawal of the product
from the market.

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<PAGE> 12

If we fail to comply with applicable regulatory requirements, we may be
subject to fines, suspension or withdrawal of regulatory approvals, product
recalls, seizure of products, operating restrictions, and criminal prosecution.

RISKS RELATING TO FINANCING OUR BUSINESS

WE HAVE INCURRED SUBSTANTIAL LOSSES, WE EXPECT TO CONTINUE TO INCUR LOSSES
AND WE MAY NEVER ACHIEVE PROFITABILITY

We have incurred losses in each year since our founding in 1989. At
December 31, 1999, we had an accumulated deficit of $44.3 million. We expect to
incur substantial operating losses for the foreseeable future. We have no
material sources of revenue from product sales or license fees. We anticipate
that it will be a number of years, if ever, before we develop significant
revenue sources or become profitable, even if we are able to commercialize
products.

We expect to increase our spending significantly as we continue to expand
our research and development programs, expand our clinical trials, apply for
regulatory approvals and begin commercialization activities. In particular, we
intend to devote significant economic resources to funding our joint venture
with Genzyme and to its product development plans. Under the joint venture
agreement, we are currently required to provide 25% of the funding required for
the development and commercialization of NeuroCell-PD and NeuroCell-HD and in
the future will be required to provide 50% of the required funding.

WE MAY REQUIRE ADDITIONAL FINANCING, WHICH MAY BE DIFFICULT TO OBTAIN AND
MAY DILUTE YOUR OWNERSHIP INTEREST

We will require substantial funds to conduct research and development,
including clinical trials of our product candidates, and to manufacture and
market any products that are approved for commercial sale. We believe that our
existing funds, together with expected future funding under the joint venture
agreement with Genzyme and the proceeds of this offering, will be sufficient to
fund our operating expenses and capital requirements as currently planned for
the foreseeable future. However, our future capital requirements will depend on
many factors, including the following:

- continued progress in our research and development programs, as well as
the magnitude of these programs;

- the resources required to successfully complete our clinical trials;

- the time and costs involved in obtaining regulatory approvals;

- the cost of manufacturing and commercialization activities;

- the cost of any additional facilities requirements;

- the timing, receipt and amount of milestone and other payments from
future collaborative partners;

- the timing, receipt and amount of sales and royalties from our potential
products in the market;

- the costs involved in preparing, filing, prosecuting, maintaining and
enforcing patent claims and other patent-related costs, including
litigation costs and the costs of obtaining any required licenses to
technologies; and

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<PAGE> 13

- the amount of proceeds, if any, that we receive upon exercise of our
outstanding warrants, which are exercisable at $16.00 per share.

We may seek additional funding through collaborative arrangements and
public or private financings. Additional financing may not be available to us on
acceptable terms or at all.

If we raise additional funds by issuing equity securities, including as a
result of the exercise of our warrants, further dilution to our then existing
stockholders may result. In addition, the terms of the financing may adversely
affect the holdings or the rights of our stockholders. If we are unable to
obtain funding on a timely basis, we may be required to significantly curtail
one or more of our research or development programs. We also could be required
to seek funds through arrangements with collaborative partners or others that
may require us to relinquish rights to certain of our technologies, product
candidates, or products which we would otherwise pursue independently.

RISKS RELATING TO INTELLECTUAL PROPERTY

WE MAY NOT BE ABLE TO OBTAIN PATENT PROTECTION FOR OUR DISCOVERIES AND WE
MAY INFRINGE PATENT RIGHTS OF OTHERS

The patent positions of pharmaceutical and biotechnology companies,
including us, are generally uncertain and involve complex legal, scientific and
factual issues.

Our success depends significantly on our ability to:

- obtain patents;

- protect trade secrets;

- operate without infringing upon the proprietary rights of others; and

- prevent others from infringing on our proprietary rights.

Patents may not issue from any patent applications that we own or license.
If patents do issue, the claims allowed may not be sufficiently broad to protect
our technology. In addition, issued patents that we own or license may be
challenged, invalidated or circumvented. Our patents also may not afford us
protection against competitors with similar technology. Because patent
applications in the United States are maintained in secrecy until patents issue,
others may have filed or maintained patent applications for technology used by
us or covered by our pending patent applications without our being aware of
these applications.

We may not hold proprietary rights to some patents related to our proposed
products. In some cases, others may own or control these patents. As a result,
we or our collaborative partners may be required to obtain licenses under
third-party patents to market some of our proposed products. If licenses are not
available to us on acceptable terms, we will not be able to market these
affected products.

IF WE ARE NOT BE ABLE TO KEEP OUR TRADE SECRETS CONFIDENTIAL, OUR
TECHNOLOGY AND INFORMATION MAY BE USED BY OTHERS TO COMPETE AGAINST US

We rely significantly upon unpatented proprietary technology, information,
processes and know how. We seek to protect this information by confidentiality
agreements with our employees, consultants and other third-party contractors as
well as through other security measures. These confidentiality agreements may be
breached, and we may not have adequate remedies for any such breach. In
addition, our trade secrets may otherwise become known or be independently
developed by competitors.

12
<PAGE> 14

WE MAY BECOME INVOLVED IN EXPENSIVE PATENT LITIGATION OR OTHER INTELLECTUAL
PROPERTY PROCEEDINGS WHICH COULD RESULT IN LIABILITY FOR DAMAGES OR STOP OUR
DEVELOPMENT AND COMMERCIALIZATION EFFORTS

There has been substantial litigation and other proceedings regarding the
complex patent and other intellectual property rights in the pharmaceutical and
biotechnology industries. We may become a party to patent litigation or other
proceedings regarding intellectual property rights.

Other types of situations in which we may become involved in patent
litigation or other intellectual property proceedings include:

- we may initiate litigation or other proceedings against third parties to
enforce our patent rights;

- we may initiate litigation or other proceedings against third parties to
seek to invalidate the patents held by these third parties or to obtain a
judgment that our products or services do not infringe the third parties'
patents;

- if our competitors file patent applications that claim technology also
claimed by us, we may participate in interference or opposition
proceedings to determine the priority of invention; and

- if third parties initiate litigation claiming that our processes or
products infringe their patent or other intellectual property rights, we
will need to defend against such claims.

The cost to us of any patent litigation or other proceeding, even if
resolved in our favor, could be substantial. Some of our competitors may be able
to sustain the cost of such litigation or proceedings more effectively than we
can because of their substantially greater financial resources. If a patent
litigation or other intellectual property proceeding is resolved unfavorably to
us, we may be enjoined from manufacturing or selling our products and services
without a license from the other party and be held liable for significant
damages. We may not be able to obtain any required license on commercially
acceptable terms or at all.

Uncertainties resulting from the initiation and continuation of patent
litigation or other proceedings could have a material adverse effect on our
ability to compete in the marketplace. Patent litigation and other proceedings
may also absorb significant management time.

IF WE BREACH ANY OF THE AGREEMENTS UNDER WHICH WE LICENSE TECHNOLOGY FROM
OTHERS WE COULD LOSE LICENSE RIGHTS THAT ARE IMPORTANT TO OUR BUSINESS

We are a party to technology in-licenses that are important to our business
and expect to enter into additional licenses in the future. In particular, our
immunomodulation technology and some of our product candidates are covered by
patents licensed from Massachusetts General Hospital, commonly referred to as
MGH. These licenses impose commercialization, sublicensing, royalty, insurance
and other obligations on us. If we fail to comply with these requirements, the
licensor will have the right to terminate the license.

RISKS RELATING TO PRODUCT MANUFACTURING, MARKETING AND SALES

SINCE WE HAVE NO SALES AND MARKETING EXPERIENCE OR INFRASTRUCTURE, WE MUST
RELY ON THIRD PARTIES

We have no sales, marketing and distribution experience or infrastructure.
We plan to rely significantly on sales, marketing and distribution arrangements
with third parties for the products that we are developing. For example, under
our joint venture agreement, we have granted to Genzyme (on behalf of the joint
venture) exclusive worldwide marketing rights to NeuroCell-PD and

13
<PAGE> 15

NeuroCell-HD. We may have limited or no control over the sales, marketing and
distribution activities of Genzyme, the joint venture or any future
collaborative partners. Our future revenues will be materially dependent upon
the success of the efforts of these third parties.

If in the future we determine to perform sales, marketing and distribution
functions ourselves, we would face a number of additional risks, including:

- we may not be able to attract and build a significant marketing or sales
force;

- the cost of establishing a marketing or sales force may not be
justifiable in light of any product revenues; and

- our direct sales and marketing efforts may not be successful.

DELAYS IN OBTAINING REGULATORY APPROVAL OF OUR MANUFACTURING FACILITY AND
DISRUPTIONS IN OUR MANUFACTURING PROCESS MAY DELAY OR DISRUPT OUR
COMMERCIALIZATION EFFORTS

Before we can begin commercially manufacturing our product candidates, we
must obtain regulatory approval of our manufacturing facility and process.
Manufacturing of our product candidates must comply with current good
manufacturing practices, commonly referred to as cGMP, and foreign regulatory
requirements. The cGMP requirements govern quality control and documentation
policies and procedures. In complying with cGMP and foreign regulatory
requirements, we will be obligated to expend time, money and effort on
production, recordkeeping and quality control to ensure that the product meets
applicable specifications and other requirements. If we fail to comply with
these requirements, we would be subject to possible regulatory action and may be
limited in the jurisdictions in which we are permitted to sell our product
candidates.

We and our joint venture are the only manufacturers of our product
candidates. For the next several years, we expect that we will conduct all of
our manufacturing in our facility in Charlestown, Massachusetts and at the joint
venture's facility in Framingham, Massachusetts. If these facilities or the
equipment in these facilities is significantly damaged or destroyed, we will not
be able to quickly or inexpensively replace our manufacturing capacity.

We have no experience manufacturing NeuroCell-PD in the volumes that will
be necessary to support large clinical trials or commercial sales. Our present
manufacturing process may not meet our initial expectations as to scheduling,
reproducibility, yield, purity, cost, potency or quality.

THE MANUFACTURE OF OUR PRODUCTS WOULD BE DELAYED BY DISRUPTIONS IN OUR
SUPPLY OF PORCINE TISSUE

The manufacture of our products requires the continuous availability of
porcine tissue harvested from pigs tested to be free of infectious agents and
quarantined in a qualified animal facility. Our main sources of these facilities
and services are Tufts University School of Veterinary Medicine and
PharmServices, Inc., a division of Charles River Laboratories, Inc. A disease
epidemic or other catastrophe in either of these facilities could destroy all or
a portion of our pig supply, which would interrupt or significantly delay the
research, development and commercialization of our products.

RISKS RELATED TO ONGOING OPERATIONS

IF WE FAIL TO OBTAIN AN ADEQUATE LEVEL OF REIMBURSEMENT FOR OUR FUTURE
PRODUCTS BY THIRD-PARTY PAYORS, THERE MAY BE NO COMMERCIALLY VIABLE MARKETS FOR
OUR PRODUCTS

Our products may be more expensive than conventional treatments because
they involve the surgical transplantation of living cells. The availability of
reimbursement by governmental and other

14
<PAGE> 16

third-party payors affects the market for any pharmaceutical product. These
third-party payors continually attempt to contain or reduce the costs of health
care by challenging the prices charged for medical products. In some foreign
countries, particularly the countries of the European Union, the pricing of
prescription pharmaceuticals is subject to governmental control. We may not be
able to sell our products profitably if reimbursement is unavailable or limited
in scope or amount.

In both the United States and some foreign jurisdictions, there have been a
number of legislative and regulatory proposals to change the health care system.
Further proposals are likely. The potential for adoption of these proposals may
affect our ability to raise capital, obtain additional collaborative partners
and market our products.

If we obtain marketing approval for our products, we expect to experience
pricing pressure due to the trend toward managed health care, the increasing
influence of health maintenance organizations and additional legislative
proposals.

WE COULD BE EXPOSED TO SIGNIFICANT LIABILITY CLAIMS IF WE ARE UNABLE TO
OBTAIN INSURANCE AT ACCEPTABLE COSTS OR OTHERWISE TO PROTECT US AGAINST
POTENTIAL PRODUCT LIABILITY CLAIMS

We may be subjected to product liability claims that are inherent in the
testing, manufacturing, marketing and sale of human health care products. These
claims could expose us to significant liabilities that could prevent or
interfere with the development or commercialization of our products. Product
liability claims could require us to spend significant time and money in
litigation or to pay significant damages. Product liability insurance is
generally expensive for biopharmaceutical companies such as ours. Although we
maintain limited product liability insurance coverage for the clinical trials of
our products, it is possible that we will not be able to obtain further product
liability insurance on acceptable terms, if at all, and that our present
insurance levels and insurance subsequently obtained will not provide adequate
coverage against all potential claims.

OUR GROWTH COULD BE LIMITED IF WE ARE UNABLE TO ATTRACT AND RETAIN KEY
PERSONNEL AND CONSULTANTS

Our success depends substantially on our ability to attract and retain
qualified scientific and technical personnel for the research and development
activities we conduct or sponsor. If we lose one or more of the members of our
senior management or other key employees or consultants, our business and
operating results could be seriously harmed.

Our anticipated growth and expansion into areas and activities requiring
additional expertise, such as regulatory compliance, manufacturing and
marketing, will require the addition of new management personnel. The pool of
personnel with the skills that we require is limited. Competition to hire from
this limited pool is intense, and we may be unable to hire, train, retain or
motivate such additional personnel.

RISKS RELATING TO OUR COMMON STOCK

OUR OFFICERS AND DIRECTORS MAY BE ABLE TO CONTROL THE OUTCOME OF MOST
CORPORATE ACTIONS REQUIRING STOCKHOLDER APPROVAL

After this offering, our directors and officers and entities with which
they are affiliated will control approximately 41.3% of our outstanding common
stock. Due to this concentration of ownership, this group may be able to prevail
on all matters requiring a stockholder vote, including:

- the election of directors;

- the amendment of our organizational documents; or

15
<PAGE> 17

- the approval of a merger, sale of assets or other major corporate
transaction.

OUR STOCK PRICE COULD BE VOLATILE, WHICH COULD CAUSE YOU TO LOSE PART OR
ALL OF YOUR INVESTMENT

The market price of our common stock, like that of the common stock of many
other development stage biotechnology companies, may be highly volatile. In
addition, the stock market has experienced extreme price and volume
fluctuations. This volatility has significantly affected the market prices of
securities of many biotechnology and pharmaceutical companies for reasons
frequently unrelated to or disproportionate to the operating performance of the
specific companies. These broad market fluctuations may adversely affect the
market price of our common stock. Prices for our common stock will be determined
in the market place and may be influenced by many factors, including variations
in our financial results and investors' perceptions of us, changes in
recommendations by securities analysts as well as their perceptions of general
economic, industry and market conditions.

WE HAVE ANTITAKEOVER DEFENSES THAT COULD DELAY OR PREVENT AN ACQUISITION
AND COULD ADVERSELY AFFECT THE PRICE OF OUR COMMON STOCK

Provisions of our certificate of incorporation, our bylaws, and Delaware
law may have the effect of deterring unsolicited takeovers or delaying or
preventing changes in control of our management, including transactions in which
our stockholders might otherwise receive a premium for their shares over then
current market prices. In addition, these provisions may limit the ability of
stockholders to approve transactions that they may deem to be in their best
interest.

Our certificate of incorporation permits our board of directors to issue
preferred stock without shareholder approval upon such terms as the board of
directors may determine. The rights of the holders of our common stock will be
subject to, and may be adversely affected by, the rights of the holders of any
preferred stock that may be issued in the future. The issuance of preferred
stock, while providing desirable flexibility in connection with possible
acquisitions and other corporate purposes, could have the effect of making it
more difficult for a third party to acquire, or of discouraging a third party
from acquiring, a majority of our outstanding common stock. The issuance of a
substantial number of preferred shares could adversely affect the price of our
common stock.

16
<PAGE> 18

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995 concerning our business,
operations and financial condition, including statements with respect to planned
timetables for the initiation and completion of various clinical trials,
development funding expected to be received in connection with our joint venture
and the expected sources of porcine cells used in our products. All statements,
other than statements of historical facts included in this prospectus regarding
our strategy, future operations, timetables for product testing, financial
position, costs, prospects, plans and objectives of management are forward-
looking statements. When used in this prospectus, the words "expect",
"anticipate", "intend", "plan", "believe", "seek", "estimate" and similar
expressions are intended to identify forward-looking statements, although not
all forward-looking statements contain these identifying words. Because these
forward-looking statements involve risks and uncertainties, actual results could
differ materially from those expressed or implied by these forward-looking
statements for a number of important reasons, including those discussed under
"Risk Factors", "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and elsewhere in this prospectus.

You should read these statements carefully because they discuss our
expectations about our future performance, contain projections of our future
operating results or our future financial condition, or state other
"forward-looking" information. Before you invest in our common stock, you should
be aware that the occurrence of any of the events described in these risk
factors and elsewhere in this prospectus could substantially harm our business,
results of operations and financial condition and that upon the occurrence of
any of these events, the trading price of our common stock could decline, and
you could lose all or part of your investment.

We cannot guarantee any future results, levels of activity, performance or
achievements. Except as required by law, we undertake no obligation to update
any of the forward-looking statements in this prospectus after the date of this
prospectus.

17
<PAGE> 19

USE OF PROCEEDS

We estimate that we will receive net proceeds of approximately $47.3
million from our sale of 3,000,000 shares of common stock in this offering, at
an assumed public offering price of $16.94 per share and after deducting the
estimated underwriting discounts and commissions and estimated offering
expenses. If the underwriters' over-allotment option is exercised in full, we
estimate that our net proceeds will be approximately $54.4 million.

We intend to use the net proceeds of this offering for general corporate
purposes, including product research and development. We may also use a portion
of the net proceeds to acquire or invest in complementary companies, products or
technologies. We do not have any agreements or commitments with respect to any
acquisition or investment and we are not involved in any negotiations with
respect to any acquisition or investment. Pending the use of net proceeds
described above, we intend to invest net proceeds in short-term or long-term,
investment grade, interest-bearing securities.

18
<PAGE> 20

PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY

Our common stock has been traded on the Nasdaq National Market under the
symbol DCRN since August 12, 1996. The following table sets forth for the
periods indicated the high and low sale prices for the common stock as reported
on the Nasdaq National Market.

<TABLE>
<CAPTION>
HIGH LOW
------- ------
<S> <C> <C>
FISCAL 1998
First Quarter............................................. $ 11.50 $ 9.13
Second Quarter............................................ 10.00 5.38
Third Quarter............................................. 7.38 4.50
Fourth Quarter............................................ 8.13 4.25
FISCAL 1999
First Quarter............................................. $ 6.75 $ 4.00
Second Quarter............................................ 6.19 5.00
Third Quarter............................................. 6.13 4.50
Fourth Quarter............................................ 8.25 3.75
FISCAL 2000
First Quarter (through February 29, 2000)................. $ 19.69 $ 5.75
</TABLE>

On February 29, 2000, the last reported sale price of our common stock on
the Nasdaq National Market was $16.94 per share. As of February 15, 2000, there
were approximately 130 record holders of our common stock and approximately
3,000 beneficial owners of our common stock.

We have never declared or paid any cash dividends on our shares of common
stock. We intend to retain future earnings, if any, to finance our growth
strategy. We do not anticipate declaring or paying cash dividends on our common
stock in the foreseeable future. Payment of future dividends, if any, will be at
the discretion of our board of directors after taking into account various
factors, including our financial condition, our operating results, our current
and anticipated cash needs, restrictions in any future financing agreements and
our plans for expansion.

19
<PAGE> 21

CAPITALIZATION

The following table sets forth our capitalization as of December 31, 1999:

- on an actual basis; and

- on an as adjusted basis to reflect our estimated net proceeds from the
sale of 3,000,000 shares of common stock in this offering, based upon an
assumed public offering price of $16.94 per share and after deducting the
estimated underwriting discounts and commissions and estimated offering
expenses payable by us.

This information excludes 2,875,000 shares of common stock issuable upon
exercise of outstanding warrants as of December 31, 1999, at an exercise price
of $16.00 per share, which expire December 31, 2000, and 1,236,523 shares of
common stock issuable upon exercise of outstanding options, as of December 31,
1999, at a weighted-average exercise price of $5.14 per share.

<TABLE>
<CAPTION>
AT DECEMBER 31, 1999
--------------------
AS
ACTUAL ADJUSTED
-------- --------
($ IN THOUSANDS)
<S> <C> <C>
Current portion of long-term debt........................... $ 143 $ 143
======== ========
Long term debt.............................................. 249 249
Stockholders' equity:
Preferred stock, $.01 par value; 5,000,000 shares
authorized, no shares issued or outstanding............ $ -- $ --
Common stock, $.01 par value; 30,000,000 shares
authorized; 14,386,183 shares issued and outstanding,
actual; 17,386,183 shares issued and outstanding, as
adjusted............................................... 144 174
Additional paid-in capital.................................. 64,251 111,485
Accumulated deficit......................................... (44,250) (44,250)
-------- --------
Total stockholders' equity.................................. 20,145 67,409
-------- --------
Total capitalization................................... $ 20,394 $ 67,658
======== ========
</TABLE>

20
<PAGE> 22

SELECTED FINANCIAL DATA

The selected financial data set forth below as of December 31, 1998 and
1999 and for each of the three years in the period ended December 31, 1999 are
derived from our financial statements, which appear elsewhere in this
prospectus, and which have been audited by Arthur Andersen LLP. The selected
financial data set forth below as of December 31, 1995, 1996 and 1997 and for
each of the two years in the period ended December 31, 1996 are derived from our
audited financial statements, which are not included in this prospectus. The
data set forth below should be read in conjunction with "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and our financial
statements and notes thereto included elsewhere in this prospectus.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------------------------------------
1995 1996 1997 1998 1999
----------- ----------- ----------- ----------- -----------
($ IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
REVENUES:
Research and development................... $ 45 $ 1,144 $ 4,763 $ 3,623 $ 2,971
Interest income............................ 245 1,100 1,302 1,576 1,323
----------- ----------- ----------- ----------- -----------
Total revenues........................... 290 2,244 6,065 5,199 4,294
----------- ----------- ----------- ----------- -----------
OPERATING EXPENSES:
Research and development................... 4,478 5,767 6,863 7,372 5,921
General and administrative................. 1,128 1,304 1,460 1,484 1,398
Interest expense........................... 397 158 93 89 47
----------- ----------- ----------- ----------- -----------
Total operating expenses................. 6,003 7,229 8,416 8,945 7,366
Equity in operations of joint venture...... -- -- -- (1,084) (1,688)
----------- ----------- ----------- ----------- -----------
Net loss................................... $ (5,713) $ (4,985) $ (2,351) $ (4,830) $ (4,760)
=========== =========== =========== =========== ===========
Net loss per common share:
Basic and diluted.......................... $ (15.07) $ (0.44) $ (0.18) $ (0.34) $ (0.33)
=========== =========== =========== =========== ===========
Weighted average shares outstanding(1):
Basic and diluted.......................... 379,131 11,389,823 13,235,286 14,156,179 14,364,154
=========== =========== =========== =========== ===========
</TABLE>

<TABLE>
<CAPTION>
AT DECEMBER 31,
-------------------------------------------------------
1995 1996 1997 1998 1999
------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash, cash equivalents and investments....... $ 4,115 $ 23,482 $ 21,347 $ 26,270 $ 21,420
Working capital.............................. 2,753 12,413 9,551 21,812 17,133
Total assets................................. 5,160 24,275 22,780 27,484 22,366
Long-term debt............................... 7,550 370 672 392 249
Stockholders' (deficit) equity............... (3,864) 22,437 20,204 24,845 20,145
</TABLE>

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

(1) Computed as described in Note 2(d) of our financial statements.

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<PAGE> 23

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and
results of operations should be read in conjunction with "Selected Financial
Data" and our financial statements and notes thereto appearing elsewhere in this
prospectus. This discussion and analysis contains forward-looking statements
that involve risks, uncertainties and assumptions. Our actual results may differ
materially from those anticipated in these forward-looking statements as a
result of certain factors, including those set forth under "Risk Factors" and
elsewhere in this prospectus.

OVERVIEW

Since our inception, we have principally focused our efforts and resources
on research and development of cell transplantation technology for treating
human diseases that are characterized by cell dysfunction or cell death and for
which current therapies are either inadequate or nonexistent. Our primary source
of working capital to fund those activities has been proceeds from the sale of
equity and debt securities. In addition, commencing October 1, 1996, we have
received funding from our joint venture with Genzyme in support of the
NeuroCell-PD and NeuroCell-HD product development programs. We have not received
any revenues from the sale of products to date and do not expect to generate
product revenues for the next several years. We have experienced fluctuating
operating losses since inception and expect that the additional activities
required to develop and commercialize our products will result in increasing
operating losses for the next several years. At December 31, 1999, we had an
accumulated deficit of $44.3 million.

In September 1996, we formed a joint venture with Genzyme to develop and
commercialize NeuroCell-PD and NeuroCell-HD. Under the joint venture agreement
Genzyme agreed to fund 100% of the first $10 million of development and
commercialization costs incurred after October 1, 1996, 75% of the next $40
million and 50% of all development and commercialization costs in excess of $50
million. After Genzyme funds the first $10 million, we are responsible for
funding 25% of the next $40 million and 50% of all development and
commercialization costs in excess of $50 million.

Through December 31, 1997, Genzyme made 100% of the total cash
contributions to the joint venture. During the first quarter of 1998, we began
making cash contributions to the joint venture equal to 25% of the joint
venture's funding requirements. As of December 31, 1999, approximately $23.7
million had been contributed to the joint venture by Genzyme and approximately
$4.6 million had been contributed by us. We expect that the joint venture's 2000
product development plans, together with our continued funding of the joint
venture, will significantly increase our net loss and cash and investments used
in 2000 as compared with 1999.

We record as research and development expense all costs related to
NeuroCell-PD and NeuroCell-HD incurred by us on behalf of the joint venture. We
then recognize research and development revenue equal to the amount of
reimbursement received by us from the joint venture out of funds contributed by
Genzyme. We do not recognize research and development revenue for amounts we
receive from the joint venture out of funds contributed by us. As Genzyme incurs
costs on behalf of the joint venture that we are obligated to fund, we recognize
an expense in our statement of operations captioned "Equity in operations of
joint venture."

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<PAGE> 24

RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 1999 VERSUS YEAR ENDED DECEMBER 31, 1998

Research and development revenues were approximately $3.0 million for the
year ended December 31, 1999 versus $3.6 million for the year ended December 31,
1998. Revenues for both years were comprised entirely of revenue received from
Genzyme for reimbursement of our expenses for the joint venture. The reduction
in research and development revenues in 1999 was primarily attributable to the
reduction in the percentage of funding from Genzyme which took effect in the
first quarter of 1998.

Interest income was $1.3 million for the year ended December 31, 1999
versus $1.6 million for the year ended December 31, 1998. The 16% decrease in
1999 was primarily due to reduced interest income realized on lower cash
balances available for investment.

Research and development expenses were $5.9 million for the year ended
December 31, 1999 versus $7.4 million for the year ended December 31, 1998. The
20% decrease in 1999 was primarily due to a reduction in preclinical research as
several of our product candidates had begun clinical testing. The decrease was,
to a lesser extent, due to the additional production costs of clinical grade
antibody incurred during 1998 for use in our clinical trials and preclinical
research.

General and administrative expenses were $1.4 million for the year ended
December 31, 1999 and $1.5 million for the year ended December 31, 1998.

Interest expense was $47,000 for the year ended December 31, 1999 and
$89,000 for the year ended December 31, 1998. The decrease in 1999 was due to
the scheduled pay down of lease and loan debt outstanding.

We recorded a charge of $1.7 million for the year ended December 31, 1999
and $1.1 million for the year ended December 31, 1998 related to our equity in
the operations of the joint venture. This expense related to funds contributed
by us to the joint venture that were used to fund expenses incurred by Genzyme
on behalf of the joint venture. The increased charge was primarily due to the
timing of the reduction in the percentage of funding from Genzyme from 100% to
75% in accordance with the joint venture agreement.

We incurred a net loss of approximately $4.8 million for each of the two
years in the period ended December 31, 1999.

YEAR ENDED DECEMBER 31, 1998 VERSUS YEAR ENDED DECEMBER 31, 1997

Research and development revenues were approximately $3.6 million for the
year ended December 31, 1998 and $4.8 million for the year ended December 31,
1997. Revenues for both years were comprised entirely of revenue from the joint
venture. The reduction in research and development revenues was attributable to
the reduction in the percentage of funding from Genzyme that took effect in the
first quarter of 1998.

Interest income was $1.6 million for the year ended December 31, 1998
versus $1.3 million for the year ended December 31, 1997. The 21% increase in
1998 was primarily due to additional interest income realized on higher cash
balances available for investment.

Research and development expenses were $7.4 million for the year ended
December 31, 1998 versus $6.9 million for the year ended December 31, 1997. The
7% increase in 1998 was primarily due to the additional production costs of
clinical grade antibody incurred during 1998 for use in our

23
<PAGE> 25

clinical trials and preclinical research. The increase was, to a lesser extent,
due to increased costs related to our biomedical animal facility which became
operational in the second half of 1997.

General and administrative expenses were $1.5 million for the years ended
December 31, 1997 and 1998.

Interest expense was $89,000 for the year ended December 31, 1998 and
$93,000 for the year ended December 31, 1997. An increase in interest expense as
a result of the $650,000 term loan obtained by us in November 1997 was offset by
a decrease in capital lease debt between the periods.

For the year ended December 31, 1998, we recorded a $1.1 million charge
related to our equity in the operations of the joint venture. This expense
related to funds contributed by us to the joint venture that were used to fund
expenses incurred by Genzyme on behalf of the joint venture. This expense did
not occur in the prior year because we were not required to make contributions
to the joint venture until the quarter ended March 31, 1998.

We incurred a net loss of approximately $4.8 million for the year ended
December 31, 1998 versus a net loss of approximately $2.4 million for the year
ended December 31, 1997.

LIQUIDITY AND CAPITAL RESOURCES

We have financed our activities primarily with the net proceeds from the
sale of equity and debt securities aggregating $64 million and with interest
earned thereon. In addition, we have recorded approximately $12.4 million in
revenue from our joint venture since it commenced on October 1, 1996. At
December 31, 1999, we had cash and cash equivalents, short-term investments and
long-term investments aggregating approximately $21.4 million.

In February 1996, we issued redeemable warrants in connection with our
initial public offering. The warrants are exercisable for an aggregate of
2,875,000 shares of common stock at an exercise price of $16.00 per share. The
warrants expire on the earlier of redemption of the warrants by us or December
31, 2000. We may redeem the warrants, upon 30 days given notice, if the average
closing price of the common stock for any 20-consecutive-day trading period
exceeds 150% of the exercise price of the warrants. The redemption price is
$0.01 per warrant. All 2,875,000 warrants were outstanding at December 31, 1999.

Net cash used in operating activities was $2.9 million for the year ended
December 31, 1999, $3.1 million for the year ended December 31, 1998 and $1.9
million for the year ended December 31, 1997. Cash used in operations for the
year ended December 31, 1999 was primarily attributable to our net loss, offset
in part by our equity in operations of the joint venture.

Net cash provided by investing activities was $343,000 for the year ended
December 31, 1999. Net cash used in investing activities was $6.0 million for
the year ended December 31, 1998 and $1.0 million for the year ended December
31, 1997. Net cash provided by investing activities for the year ended December
31, 1999 was primarily attributable to a decrease in short-term investments and
the return of capital for services provided on behalf of our joint venture,
offset in part by our investment in our joint venture.

Net cash used in financing activities was $220,000 for the year ended
December 31, 1999. Net cash provided by financing activities was $9.1 million
for the year ended December 31, 1998 and $578,000 for the year ended December
31, 1997. Net cash used in financing activities for the year ended December 31,
1999 was primarily attributable to principal payments made toward long-term
debt.

We have purchased approximately $2.3 million of capital equipment since
inception. In November 1997, we borrowed $650,000 at the prime rate plus 0.5%
(9.00% at December 31, 1999) under an unsecured five-year term loan with a bank
to finance our biomedical animal facility acquired during 1997. We had no
material commitments for capital expenditures as of December 31, 1999.

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<PAGE> 26

In accordance with the joint venture agreement, Genzyme agreed to make
financing available to us from and after the date that Genzyme provides the
initial $10 million of funding to the joint venture. Genzyme agreed to make
available an unsecured, subordinated line of credit of up to an aggregate amount
of $10 million. We may draw on this facility only in the event that our cash and
cash equivalents are insufficient to fund our budgeted operations for a
specified period of time, and we may use the funds only to fund capital
contributions to the joint venture. The facility will be available through the
date five years after the date we first draw on the facility, and all
outstanding principal and interest will be due on that fifth anniversary.
Advances will be interest-bearing, evidenced by a promissory note and subject to
other customary conditions. The aggregate amount of draws under the facility in
any calendar year may not exceed $5 million. We have not made any draws on the
facility as of December 31, 1999, and do not anticipate drawing on the facility
for the foreseeable future.

We believe that our existing funds, together with expected future funding
under the joint venture agreement with Genzyme and the proceeds of this
offering, will be sufficient to fund our operating expenses and capital
requirements as currently planned for the foreseeable future. However, our cash
requirements may vary materially from those now planned because of results of
research and development, the scope and results of preclinical and clinical
testing, any termination of the joint venture, relationships with future
strategic partners, changes in the focus and direction of our research and
development programs, competitive and technological advances, the FDA's
regulatory process, the market acceptance of any approved products and other
factors.

We expect to incur substantial additional costs, including costs related to
ongoing research and development activities, preclinical studies, clinical
trials, expanding our cell production capabilities and the expansion of our
laboratory and administrative activities. Therefore, in order to achieve
commercialization of our potential products, we may need substantial additional
funds. We cannot assure you that we will be able to obtain the additional
funding that we may require on acceptable terms, if at all.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We own financial instruments that are sensitive to market risks as part of
our investment portfolio. The investment portfolio is used to preserve our
capital until we are required to fund operations, including our research and
development activities. None of these market-risk sensitive instruments are held
for trading purposes. We do not own derivative financial instruments in our
investment portfolio. The investment portfolio contains instruments that are
subject to the risk of a decline in interest rates.

Our investment portfolio includes investment grade debt instruments. These
bonds are subject to interest rate risk, and could decline in value if interest
rates fluctuate. Due to the short duration and conservative nature of these
instruments, we do not believe that we have a material exposure to interest rate
risk.

DIACRIN/GENZYME LLC FINANCIAL STATEMENTS

For the year ended 1999, our equity in operations of the joint venture
exceeded 10% of our net loss. Accordingly, pursuant to the rules of the
Securities and Exchange Commission, or SEC, this prospectus includes separate
financial statements for the joint venture.

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<PAGE> 27

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities. The statement is effective for the year
ended December 31, 2000. SFAS No. 133 establishes accounting and reporting
standards for derivative instruments including certain derivative instruments
embedded in other contracts (collectively referred to as derivatives) and for
hedging activities. We do not expect adoption of this statement to have a
material impact on our financial statements.

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<PAGE> 28

BUSINESS

OVERVIEW

We are developing cell transplantation technology for treating human
diseases that are characterized by cell dysfunction or cell death and for which
current therapies are either inadequate or nonexistent. Our products under
development include:

- NeuroCell-PD for Parkinson's disease

- Porcine neural cells for stroke

- Porcine neural cells for focal epilepsy

- Porcine neural cells for chronic intractable pain

- Porcine spinal cord cells for spinal cord injury

- NeuroCell-HD for Huntington's disease

- Porcine liver cells for acute liver failure

- Human liver cells for cirrhosis

- Human muscle cells for cardiac disease

- Porcine retinal pigment epithelial cells, or porcine RPE cells, for
macular degeneration

Although scientists have demonstrated the feasibility of cell
transplantation, an inadequate supply of human donor cells has hampered
widespread use of cell transplantation in clinical applications. To overcome
this constraint, we have pioneered the use of porcine (pig) cells for clinical
transplantation. Because porcine cells are functionally similar to human cells,
we believe that pigs will be a reliable source of a wide range of cell types
suitable for transplantation into humans. We have shown in preclinical studies
and clinical trials that transplanted porcine cells appear capable of
integrating into the surrounding tissue and addressing the functional deficits
caused by cell damage or cell death.

After receiving clearance from the FDA to conduct the first ever clinical
trial of transplanted porcine neural cells in humans, we completed a three-year,
twelve-patient, Phase 1 clinical trial to evaluate NeuroCell-PD for the
treatment of Parkinson's disease in 1999. Based on encouraging results from this
Phase 1 clinical trial, we initiated an 18-patient, pivotal, randomized,
double-blinded, placebo-controlled Phase 2/3 clinical trial in 1998. Treatment
of patients in this Phase 2/3 clinical trial has been completed, and the trial
is expected to be unblinded in late 2000. We plan to commence enrolling patients
under a confirmatory, single-blind, randomized Phase 3 clinical trial with
approximately 36 patients in mid-2000.

In recognition of its potential to address an important unmet medical need,
the FDA has designated NeuroCell-PD as a fast track product. Fast track status
expedites the regulatory review of new drugs intended for the treatment of
serious or life-threatening conditions, which demonstrate the potential to
address unmet medical needs. The FDA has also granted orphan drug designation
for NeuroCell-PD for advanced Parkinson's disease, which is an incentive
provided to manufacturers to undertake development and marketing of products to
treat relatively rare diseases. Under current law, the first developer to
receive FDA marketing approval for a designated orphan drug is generally
entitled to a seven-year exclusive marketing period in the United States.

We are developing our lead product candidate, NeuroCell-PD, as well as our
NeuroCell-HD product candidate, in a joint venture with Genzyme. As of December
31, 1999, Genzyme has contributed $23.7 million and we have contributed $4.6
million to the development of these product candidates.

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<PAGE> 29

We are also conducting three separate six-patient, Phase 1 clinical trials
to evaluate fetal porcine neural cells for stroke recovery, fetal porcine neural
cells for the treatment of focal epilepsy and human liver cells for cirrhosis.
We have received FDA clearance to initiate two six-patient Phase 1 clinical
trials to evaluate fetal porcine neural cells for chronic intractable pain and
porcine liver cells for the treatment of acute liver failure. We have completed
preclinical animal studies and submitted INDs to the FDA in order to clinically
evaluate fetal porcine spinal cord cells for the treatment of spinal cord injury
and human muscle cells for repair of damaged heart muscle. We are conducting
preclinical studies to evaluate the use of fetal porcine RPE cells for the
treatment of macular degeneration.

DIACRIN'S TRANSPLANTATION TECHNOLOGY

We have pioneered the use of fetal porcine cells for clinical
transplantation for the treatment of human disease. In March 1995 we received
the first FDA clearance to transplant porcine cells into humans. We have
developed critical technology relating to the production process for obtaining
and screening porcine cells. We are also developing technology to modulate the
human immune system to enable porcine cell transplantation into the body without
the use of immunosuppressive drugs.

Each step of our production process has been carefully designed based on
proposed FDA guidelines and is tightly controlled in order to obtain cells
suitable for human transplantation. We have developed procedures to screen pigs
thoroughly for infectious agents and then quarantine qualified donor pigs at our
biomedical animal facilities. We harvest cells of appropriate age and type under
cGMP, at either our facilities or those of our joint venture with Genzyme.

We perform our screening procedures in accordance with proposed FDA
guidelines covering xenotransplantation. These proposed guidelines have been
designed to prevent contamination of transplanted cellular products with
infectious agents that have the potential to affect human cells. The FDA
requires all sponsors of human clinical trials involving porcine tissue,
including us, to test for the presence of PERV in patient blood samples. To
date, none of our patients have shown any sign of PERV.

Current transplantation technology generally requires that the patient's
immune system be suppressed in order to avoid rejection of transplanted cells. T
cells, the main cells involved in directing the body's immune response,
recognize and bind to cell surface proteins known as MHC class I proteins. When
T cells recognize foreign MHC class I proteins, a cascade of events is triggered
which ultimately results in destruction of the transplanted cells that display
these foreign proteins. Cyclosporine, a standard immunosuppressive drug,
prevents this rejection process. Using cyclosporine, we have demonstrated
survival of transplanted porcine cells in a variety of preclinical animal models
and have histologically documented survival of transplanted porcine fetal neural
cells in a deceased patient who had received NeuroCell-PD.

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We are also developing proprietary technology to modulate the immune system
to avoid rejection of transplanted cells. We treat isolated cell populations
prior to transplantation with antibody fragments directed against MHC class I
proteins. This technology is designed to eliminate the need for long-term
immunosuppressive drugs. To date the use of our immunomodulation technology in
clinical trials has not resulted in any undesirable side effects. Our scientists
and academic collaborators have performed preclinical studies which show that
cells that have been pretreated using our immunomodulation technology prior to
transplantation survived in several animal models without immunosuppression. The
long-term survival of the transplanted cells seen in these studies suggests that
the recipient's immune system has "learned" to accept the transplant. Thus, we
believe that treatment of cells with antibody fragments prior to transplantation
will induce a state of graft-specific immunological tolerance, which would allow
continued survival of the transplanted cells.

In connection with our Phase 1 clinical trials, six Parkinson's disease
patients, six Huntington's disease patients, three focal epilepsy patients and
two stroke patients have been transplanted with antibody-pretreated porcine
neural cells, using no immunosuppressive drugs. Preliminary indications from the
Phase 1 NeuroCell-PD clinical trial suggest that the improvement in Parkinson's
disease symptoms that has occurred in patients transplanted with
antibody-treated NeuroCell-PD is comparable to the improvement shown in patients
transplanted with NeuroCell-PD with immunosuppressive drugs.

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PRODUCT DEVELOPMENT PROGRAMS

We are developing products to address human diseases characterized by cell
dysfunction or cell death which represent a broad-based application of our
technologies for cell production and transplantation. The following table
summarizes our product development programs in cell transplantation and each
product's stage of development:

<TABLE>
<CAPTION>
U.S. TARGETED
PRODUCT CANDIDATE DISEASE INDICATION PATIENT POPULATION STATUS
- ----------------- ------------------ ------------------ ------
<S> <C> <C> <C>
NEUROCELL-PD* Parkinson's disease 130,000 Phase 2/3 (accrual
complete)
PORCINE NEURAL Stroke 3,100,000 Phase 1
CELLS
PORCINE NEURAL Focal epilepsy 200,000 Phase 1
CELLS
PORCINE NEURAL Chronic intractable pain 2,100,000 IND cleared
CELLS
PORCINE SPINAL Spinal cord injury 200,000 IND filed
CORD CELLS
NEUROCELL-HD* Huntington's disease 25,000 Phase 1 (accrual
complete)
HUMAN LIVER CELLS Cirrhosis 1,100,000 Phase 1
PORCINE LIVER Acute liver failure 45,000 IND cleared
CELLS
HUMAN MUSCLE CELLS Cardiac disease 200,000 IND filed
PORCINE RPE CELLS Macular degeneration 1,400,000 Preclinical
</TABLE>

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

* Being developed by our joint venture with Genzyme.

NEUROCELL-PD FOR PARKINSON'S DISEASE

Parkinson's disease is a neurodegenerative disease that results from the
loss of dopamine-producing neural cells within an area of the brain called the
substantia nigra, causing the loss of coordinated muscular activity. The disease
is generally characterized by progressively worsening physical conditions,
including difficulty in movement, muscular rigidity, tremors and postural
instability. In addition to a decreased quality of life, Parkinson's disease may
also result in premature death. In the United States, there are approximately
500,000 people afflicted with Parkinson's disease. The majority of Parkinson's
disease patients are first diagnosed between the ages of 45 and 65. NeuroCell-PD
will be directed to the treatment of patients with advanced Parkinson's disease,
which we estimate to be approximately 130,000 patients in the United States. We
expect the prevalence of Parkinson's disease to increase with the increasing
average age of the population.

Current therapies consist of administration of levodopa, commonly known as
L-dopa, a precursor of dopamine, and dopamine analogues. However, L-dopa is only
effective for a limited period of time, with most patients experiencing a
progressive reduction in drug efficacy over a 10 to 15 year period, due to the
cumulative loss of viable neural cells and tolerance to L-dopa. In addition,
L-dopa therapy can result in severe side-effects, including uncontrolled
movements, also known as dyskinesia, and hallucinations. No currently available
therapy prevents progression of the neurological deficits caused by Parkinson's
disease.

Clinical researchers have shown that transplantation of human fetal neural
cells into Parkinson's disease patients is effective in treating the disease.
For example, Swedish researchers have

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demonstrated survival and function of transplanted human fetal neural cells in
Parkinson's disease patients in an ongoing study which commenced in 1989. This
study has shown long-term survival of cells and improvements in patients'
conditions. However, the lack of availability of human fetal neural cells and
ethical concerns regarding the use of human fetal tissue limit its widespread
clinical application. Moreover, even when available, the quality of human fetal
neural cells is variable, which may limit the clinical effectiveness of this
treatment.

Our approach to the treatment of Parkinson's disease is to produce and
transplant NeuroCell-PD to replace the function of those neural cells damaged by
the disease. We and our collaborators have shown in animal models that
transplanted porcine fetal neural cells become integrated into the surrounding
brain tissue and correct functional deficits. While NeuroCell-PD is not a cure
for Parkinson's disease, the goal of this treatment is to significantly improve
the clinical condition of patients with severe Parkinson's disease in order to
allow them to function independently.

We harvest porcine fetal neural cells under cGMP for transplantation. We
have developed a specially qualified porcine fetal cell source in collaboration
with Tufts University School of Veterinary Medicine. The porcine fetal neural
cells, which are isolated from a specific region of the developing brain,
function the same as human fetal neural cells. These cells are isolated and
vialed in a suite of clean rooms designed to prevent contamination of the cells.
The vialed cells are then transported to a hospital where a neurosurgeon injects
them into a precise area of the patient's brain. This is accomplished using
standard stereotactic surgical equipment and techniques.

Our twelve-patient Phase 1 clinical trial of NeuroCell-PD, which completed
enrollment in October 1996, was the first FDA-authorized trial involving
transplantation of porcine cells into humans. Although the study was designed to
evaluate the safety of NeuroCell-PD, we also evaluated its effects on the
Parkinson's disease symptoms of the transplant recipients. Each of the twelve
patients in the study received approximately 12 million cells transplanted
unilaterally (one side of the brain). A histological study of one of the
patients, who died of causes unrelated to the transplant, published in the March
1997 issue of Nature Medicine, demonstrated that porcine fetal neural cells
survived and matured in his brain. This study marked the first published
documentation of the survival of cells transplanted from another species into
the human brain and the appropriate growth of the non-human neural cells in the
brain of a Parkinson's disease patient.

Our clinical evaluators observed clinical improvement in the Parkinson's
disease patients beginning approximately three months after transplantation. The
patients who have been followed demonstrated statistically significant clinical
improvement at both one year and two years post transplantation as measured by
the Unified Parkinson's Disease Rating Scale.

In 1999, our joint venture with Genzyme completed accrual of patients in an
18-patient pivotal, randomized, double-blinded, placebo-controlled Phase 2/3
clinical trial involving the transplantation of NeuroCell-PD in conjunction with
cyclosporine immunosuppression versus a control group. Each of the treated
patients in this trial received approximately 48 million cells transplanted
bilaterally (both sides of the brain). We expect that the results of this trial
will be unblinded in late 2000. We plan to commence enrolling patients under a
confirmatory, single blind, randomized Phase 3 clinical trial with approximately
36 patients in mid-2000.

In recognition of its potential to address an important unmet medical need,
the FDA has designated NeuroCell-PD a fast track product. The FDA has also
granted orphan drug designation for NeuroCell-PD for advanced Parkinson's
disease.

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PORCINE NEURAL CELLS FOR STROKE

Stroke is the third leading cause of death in the United States, ranking
behind coronary artery disease and cancer. It is also the leading cause of
long-term disability in the United States. Approximately 600,000 people suffer a
stroke each year and there are 4.4 million people that have been disabled by
stroke in the United States. A stroke occurs when the blood supply to a part of
the brain is suddenly interrupted. When blood flow to the brain is interrupted,
some brain cells die immediately, while others will die days or weeks after the
stroke. The death of these brain cells creates a void which becomes a fluid
filled cavity in the brain.

Current therapies for stroke target the early events that occur at the time
of the stroke. Timely intervention with surgery or with non-invasive therapies
that restore blood flow can limit the cell death that occurs. Therapies include
surgical intervention to remove a clearly defined clot or anticoagulant therapy
to "break up" the clot formation. All current therapies are most effective when
administered as quickly as possible after the stroke, and there is a time
post-stroke (12-24 hours) after which therapeutic intervention is useless in
limiting brain cell death.

Our approach of using porcine fetal neural cell transplantation is based on
the premise that many patients who have survived but not fully recovered from a
stroke may benefit from the introduction of cells that may repair or replace the
damaged neural circuitry. We and others have demonstrated in numerous animal
studies the feasibility of repairing and restoring function to a stroke-damaged
brain. In an animal model of stroke, we have shown that transplanted porcine
fetal neural cells survive at high frequency. These cells not only survived in
the brain cavity, but formed solid grafts that integrated appropriately with the
normal brain tissue surrounding the cavity. We have observed extensive neural
outgrowth from the graft to the surrounding brain and behavioral improvements in
a rat model of stroke after transplantation of porcine fetal neural cells. The
transplanted cells have the capacity to form billions of new synaptic
connections as well as to release other chemicals that promote neural cell
growth.

We initiated a six-patient, Phase 1 clinical trial using porcine fetal
neural cells in stroke patients in Boston, Massachusetts at Beth Israel
Deaconess Medical Center and Brigham and Women's Hospital. As of January 31,
2000, we had treated two patients in this clinical trial.

PORCINE NEURAL CELLS FOR FOCAL EPILEPSY

Epilepsy is a chronic, recurrent disorder characterized by excessive
neuronal discharge in the brain, causing muscle spasms or convulsions. Epileptic
seizures are usually associated with some alteration of consciousness. Epilepsy
is one of the most common neurological disorders and is estimated to affect 1.8
million people in the United States. The only currently available treatments for
epilepsy are drug therapy and surgery. A number of anti-epileptic drugs are
available to treat seizures. However, these drugs fail to control seizure
activity in a significant number of patients and frequently cause side effects
that range in severity from minimal impairment of the central nervous system to
death from liver failure. By several estimates, approximately 200,000 patients
with complex partial epilepsy have seizures that are not well-controlled with
currently available drug therapy. The seizures are of many different types and
arise as a result of diverse pathologies. Other therapies available to these
patients are surgical removal of portions of the temporal or frontal lobe and
vagal nerve stimulation through an implantable device. We believe that
transplantation of porcine fetal neural cells will be preferable to removal of
brain tissue if the transplantation is shown to be safe and efficacious.

Our initial therapeutic focus in this area is in the treatment of patients
with complex partial seizures, which are characterized by a focal onset and a
loss of consciousness. Because focal epilepsy

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is characterized by excessive electrical activity in a localized area of the
brain and the spread of this activity through the brain, our approach to therapy
is to transplant porcine fetal neural cells in order to exert an inhibitory
effect on the hyperexcitable brain region.

We have initiated a six-patient, Phase 1 clinical trial of porcine fetal
neural cells at Beth Israel Deaconess Medical Center and Brigham and Women's
Hospital in Boston. As of January 31, 2000, we had treated three patients in
this trial.

PORCINE NEURAL CELLS FOR CHRONIC INTRACTABLE PAIN

Chronic intractable pain can be caused by neuropathologic processes in
tissues and organs, or by prolonged dysfunction of peripheral or central nervous
system pathways. Chronic intractable pain is characterized by the death of
inhibitory neural cells in the spinal cord and cannot be relieved even with pain
killers such as morphine. It is estimated that 500,000 individuals in the United
States suffer from unrelieved chronic pain as a result of these peripheral
neuropathies. Peripheral neuropathies can also be associated with diseases such
as HIV, diabetes and cancer. Many patients with malignant disease develop
chronic intractable pain, and the prevalence of severe pain in cancer patients
increases as the disease progresses to the advanced stages. There are an
estimated 1.6 million cancer patients who experience chronic intractable pain in
the United States.

We intend to use porcine fetal neural cells to alleviate chronic pain by
repopulating inhibitory neural cells to recover appropriate neurotransmission in
the spinal cord. We have demonstrated in animal studies a favorable safety
profile and survival of porcine fetal inhibitory neural cells transplanted into
the dorsal horn of the spinal cord. Our IND has been cleared by the FDA and we
plan to initiate a six-patient, Phase 1 clinical trial in 2000 at New England
Medical Center in Boston and at Washington University Medical Center in St.
Louis, Missouri.

PORCINE SPINAL CORD CELLS FOR SPINAL CORD INJURY

The prevalence of spinal cord injury, commonly known as SCI, in the United
States is approximately 200,000, with 13,000 additional SCIs annually. Nearly
80% of the injured patients are males in their late 20s to early 30s. Greater
than 95% of these SCIs are compression injuries, the remainder are cases in
which the cord is severed. The spinal cord in the neck is vulnerable to injury
because of its extreme mobility, and approximately 80% of SCIs occur in this
region. Loss of sensorimotor neuron function due to injury requires lengthy
hospitalization after the initial incident as well as extensive rehabilitative
care. Furthermore, all victims of SCI face a lifelong series of acute and
chronic non-neurological complications that can be life-threatening.

The primary objective of current therapies available for SCIs is to prevent
further injury by physically stabilizing the spine and by inhibiting the
inflammatory response that results from the injury. These strategies attempt to
establish optimal conditions for functional recovery and improve patients'
rehabilitative potential. Surgery is designed to protect the patient from
further injury through immobilization, spinal cord realignment and
stabilization, and decompression. To date, there is no drug therapy available
for SCIs except palliative therapies using the corticosteroid,
methylprednisolone, to reduce inflammation of the injured area, and standard
medical practice for complications arising from chronic denervation.

We believe that the transplantation of porcine fetal spinal cord cells into
the site of injury of a damaged human spinal cord may partially reestablish
neural pathways. The transplantation of these cells into a recently injured cord
may prevent secondary neural and muscular atrophy known to occur in these
patients. Partial or full recovery of limb movement, and other motor neural
pathways may

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<PAGE> 35

reduce the overall time spent in the hospital, decrease the secondary equipment
required for care, and reduce severe and life threatening complications arising
from the injury.

We have filed an IND with the FDA to conduct a Phase 1 clinical trial to
determine whether porcine fetal spinal cord cells transplanted into the damaged
spinal cord region will engraft and repair the damage, leading to improved
mobility and function. Assuming FDA clearance of our IND, we plan to begin
recruitment of patients for a six-patient, Phase 1 clinical trial at Albany
Medical Center in Albany, New York and at Washington University Medical Center
in St. Louis.

NEUROCELL-HD FOR HUNTINGTON'S DISEASE

Huntington's disease is a genetically transmitted disease caused by a loss
of neural cells in the striatum, a specific region of the brain. The loss of
these neural cells results in a progressive deterioration marked by discordant
movement, intellectual impairment and a spectrum of psychiatric and behavioral
disturbances. The clinical symptoms of Huntington's disease generally become
apparent between 40 and 50 years of age. There are approximately 25,000 people
diagnosed with Huntington's disease in the United States. Currently there is no
effective therapy for Huntington's disease. Treatment is palliative with
tranquilizers and anti-psychotic drugs being the only options.

Our approach to treating this disease consists of producing and
transplanting NeuroCell-HD to replace the function of neural cells damaged by
Huntington's disease. Porcine fetal neural cells are isolated from the area of
the pig's brain which develops into the striatum for transplantation into the
striatum of the human transplant recipient's brain.

We have treated twelve patients in a Phase 1 clinical trial in which
NeuroCell-HD was transplanted unilaterally. The Huntington's disease patients in
the clinical trial tolerated the procedure well and the preliminary clinical
data suggest that the product is safe. Of the twelve patients in this trial, the
Huntington's disease in three of the patients has not progressed, while the
disease in seven patients has progressed as measured by total functional
capacity scores. The two other patients have died from the continued progression
of the disease. Because Huntington's disease progresses over an extended period
of time, we intend to follow these patients for at least the next twelve months.
We currently have no plans to conduct a Phase 2 clinical trial until we gather
additional data.

HUMAN LIVER CELLS FOR CIRRHOSIS

Cirrhosis of the liver is a common affliction in the United States,
affecting an estimated 1.5 million individuals and leading to approximately
50,000 deaths annually. In cirrhosis, liver tissue is progressively lost due to
accumulation of fibrous tissue and scarring, and liver function is compromised
due to the degenerative changes. The most common causes of cirrhosis are viral
hepatitis B and C infections and alcoholic liver disease. In the initial stages
of the disease, the patient may experience jaundice and disorientation as liver
function decreases. As the disease progresses, the patient will be hospitalized
with increasing central nervous system effects, known as encephalopathy, which
may lead to coma. The tremendous reserve of liver tissue allows the continued
function of the organ, despite loss of up to 90% of the normal complement of
liver cells. In advanced cirrhosis, little normal liver tissue remains.

The only effective therapy for advanced cirrhosis is liver transplantation.
However, the United Network of Organ Sharing has documented a national lack of
donor livers for transplantation, resulting in a waiting period of over two
years for the average patient. Over 5,000 individuals await liver transplants in
the United States and about 4,000 liver transplants are performed per year for
all indications. Recently, artificial extra-corporeal liver assist devices,
commonly known as ELAD, containing porcine or human liver cells attached to a
dialysis cartridge have been used in an attempt

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to treat liver failure in advanced cirrhosis. Studies to date suggest that ELAD
may improve some biochemical parameters such as ammonia levels but the devices
have not resulted in increased survival. Human whole liver transplantation has
also been used in both acute and chronic liver failure. In pilot clinical trials
by others, transplantation of liver cells into either the liver or the spleen
has been shown to be both safe and potentially effective in humans as a bridge
to whole liver transplantation.

For chronic liver disease, we and others have shown in animal models that
liver cell integration is possible when liver cells are injected into the liver
or into the spleen. The spleen appears to be the preferred site due to the
fibrosis and loss of blood supply to the cirrhotic liver. In animal models,
transplantation of liver cells into the spleen is well described, and results in
populating parts of the spleen with functioning liver cells that perform normal
liver functions.

We have initiated a six-patient, Phase 1 clinical trial of human liver cell
transplantation for the treatment of cirrhosis in patients that have been listed
for organ transplantation but are likely to wait at least one year before
receiving a transplant. We believe these patients may benefit from the growth of
transplanted liver cells in their liver or spleen leading to an increase in
liver function. In addition, expansion of the cells may allow sufficient
improvement to render a liver transplant unnecessary, unlike the case with ELAD
which are used only as a bridge to transplantation. As part of the clinical
trial, conventional immunosuppression will be compared to the use of our
immunomodulation technology to determine whether graft protection is achieved by
this technique. We are conducting this study in collaboration with Massachusetts
General Hospital and New England Medical Center and at the University of
Nebraska Medical Center in Omaha, Nebraska.

PORCINE LIVER CELLS FOR ACUTE LIVER FAILURE

Acute liver failure is a severe life-threatening disease that can result
from alcohol consumption, viral infections, such as hepatitis B and C, and drugs
or toxins that damage the liver. The clinical spectrum of acute liver disease
can vary from patients with severe liver failure to patients without symptoms.
The mortality from acute liver failure can be as high as 70%, with patients
dying from associated complications. Acute liver failure results in
approximately 63,000 deaths annually in the United States.

There is currently no therapy that is beneficial for all patients with
acute liver failure. The best available therapy is liver transplantation.
However, many patients are unable to qualify as candidates for liver
transplantation due to multi-organ failure or active alcohol consumption.
Current therapies attempt to treat complications arising from the acute
condition, such as swelling of the brain, infections, and circulatory collapse.

Our approach to the treatment of acute liver failure is to support the
patient by liver cell transplantation in order to provide liver function while
allowing the patient's own liver to recover. In extensive studies in animal
models, our scientists have shown that porcine liver cells can be isolated and
infused into the recipient liver where they continue to function. Long-term
survival and function of these cells has been demonstrated in these animal
models. We believe liver cell transplantation could become a viable alternative
to whole liver transplantation for the treatment of acute liver disease. We
believe this approach would be preferable to transplantation of a whole liver,
due to the difficulty of obtaining livers for transplantation as well as the
expense and invasiveness of the procedure.

Porcine liver cells will be infused into the spleen or liver of these
patients by minimally invasive procedures, thus avoiding a surgical procedure
for these critically ill patients. In addition to the high level of quality
control that can be maintained over the production of porcine liver cells, these
cells

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also have the advantage of being resistant to infection by human hepatitis B and
C viruses. Since many of the patients enrolled in this study are likely to carry
these viruses, we believe the resistance of the porcine liver cells to infection
may provide a further advantage over human liver transplantation in which
hepatitis B and C reinfect donor livers.

The FDA has cleared our IND application for a six-patient, Phase 1 clinical
trial to test transplantation of porcine liver cells for the treatment of acute
liver failure. Patients enrolled in this trial will not be candidates for liver
transplantation. We are currently recruiting patients for this clinical trial
which will be conducted at Massachusetts General Hospital, New England Medical
Center and University of Nebraska Medical Center.

ADDITIONAL LIVER CELL APPLICATIONS

Successful delivery of liver cells to patients with alcoholic hepatitis or
cirrhosis may provide the possibility of applying this technology to a variety
of other diseases. The preparation of the cells and their delivery by minimally
invasive procedures should be the same in most of these applications, thus
providing a platform that may be used in multiple applications.

Additional applications include the use of liver cells for the treatment of
metabolic diseases resulting from genetic mutations. Familial
hypercholesterolemia is a disease caused by a defective receptor gene for low
density lipoprotein, commonly referred to as LDL, that leads to elevated levels
of LDL cholesterol and coronary disease at an early age. Familial
hypercholesterolemia afflicts approximately 500,000 patients in the United
States. Currently available drugs do not sufficiently lower circulating LDL
cholesterol levels in approximately 20% of these patients, who may thus benefit
from liver cell transplantation. Our scientists have shown through
transplantation of liver cells into a rabbit model of this disease that porcine
liver cells provide the animal with functional receptors that reduce serum LDL
levels. There is a range of additional metabolic disorders that may be
candidates for treatment by liver cell transplantation. Approximately 30,000
patients in the United States suffer from these metabolic disorders.

HUMAN MUSCLE CELLS FOR CARDIAC DISEASE

Coronary heart disease is the leading cause of death in the United States,
responsible for approximately 1 of every 5 deaths, or approximately 500,000
deaths each year. According to the American Heart Association, approximately 1
million heart attacks occur annually in the United States. Of the 800,000
patients who survive, approximately 200,000 will die within a year. The disease
is caused by the accumulation of plaque, consisting of lipid deposits,
macrophages and fibrous tissue, on the walls of vessels supplying blood to the
heart muscle. Rupture of unstable plaques exposes substances that promote
platelet aggregation and clot formation. The clot is composed of platelets,
blood cells and fibrin that can block one or more of the coronary vessels,
resulting in an inadequate supply of oxygen to the heart muscle. This highly
active muscle is quickly damaged and the lesions are irreversible because heart
muscle cells are not capable of cell division. The end result is an infarct, a
damaged area of heart muscle in which scar tissue and fibrosis replace dead
heart muscles, lowering the ability of the heart to contract and function.

Treatments to prevent tissue damage after a heart attack include drugs that
break down fibrin clots and open up blocked arteries. These drugs have greatly
influenced morbidity and mortality, but must be administered within a short
interval after a heart attack to be effective. Even with current medical
management, over one third of acute heart attacks are fatal. Cardiac
catheterization and angioplasty to dislodge the clot and open the blocked vessel
have proved effective in restoring blood flow, but cannot reverse preexisting
tissue damage.

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Our scientists have isolated and expanded muscle cells from human tissue
and are studying the use of these cells for transplantation into damaged heart
muscle. We believe that patients suffering from heart attacks would benefit if
these muscle cells could repair their damaged hearts. These cells would be
isolated from a muscle biopsy of a patient who had suffered a heart attack,
thereby allowing transplantation of a patient's own muscle cells into his or her
heart, which would avoid any rejection. In preclinical studies, we have
demonstrated that muscle cells integrate into rodent heart muscle. The cells
form stable grafts in a damaged heart.

We have filed an IND with the FDA for a six-patient, Phase 1 clinical trial
for patients with damaged heart muscle.

PORCINE RPE CELLS FOR MACULAR DEGENERATION

Age related macular degeneration, commonly referred to as AMD, is a disease
of the retina characterized by the loss of vision due to the atrophy of
photoreceptors in the central part of the retina. This is the most important
part of the eye for high resolution vision, such as that used in reading and
driving. Macular degeneration is a common disease, affecting 13 million people
in the United States. It is primarily a disease of the elderly, with
approximately 19% of 65-74 year olds and approximately 37% of individuals over
75 having vision loss. Approximately 85-90% of AMD patients have the "dry" form
of the disease in which the RPE cell layer degenerates without new blood vessel
growth and 10-15% have the "wet" form.

While laser surgery is available to treat the "wet" form of AMD, there are
currently no effective therapies for the "dry" form of AMD. In AMD, abnormal
accumulation of metabolic debris results from reduced activity of the RPE cells
and leads to gradual loss of photoreceptors. The RPE cells become dysfunctional
and metabolic by-products damage photoreceptors, thus compromising visual
acuity. As this layer of cells does not readily replicate in the adult, damage
to the RPE cells can be irreversible and lead to loss of photoreceptors with
associated decreased visual acuity.

RPE cells lie beneath the light-sensing cells responsible for vision and
provide support for the retinal photoreceptors. Our approach is to repopulate
the dysfunctional RPE cell layer by transplanting porcine RPE cells below the
retinal photoreceptors. This therapeutic approach has the potential to
reestablish function in the central part of the retina, prevent further loss of
vision and to improve visual acuity in patients with the "dry" form of the
disease. In patients with the "wet" form of AMD, this therapy could be used in
conjunction with surgery.

The idea of replacing defective RPE cells by transplantation is attractive
because of the key role RPE cells play in maintaining the integrity of the
photoreceptors and their lack of regenerative capacity. Human fetal RPE cells
have been successfully tested by others in preclinical studies and are currently
being evaluated in clinical trials. Our approach is to use porcine fetal RPE
cells. Our preclinical studies have demonstrated the efficacy of porcine fetal
RPE cells in rescuing the photoreceptor layer of the retina from damage that
results from experimental disruption of the RPE cell layer. We will also test
our proprietary immunomodulation technology to prevent rejection of the
transplant. Assuming successful completion of preclinical studies, we plan to
seek FDA clearance in 2000 to initiate a Phase 1 clinical trial.

GENZYME JOINT VENTURE

In September 1996, we formed Diacrin/Genzyme LLC with Genzyme, a joint
venture to develop and commercialize NeuroCell-PD and NeuroCell-HD. Under the
terms of the agreement, Genzyme has provided 100% of the first $10 million in
funding for the development and commercialization of these product candidates,
and has agreed to provide 75% of the following $40

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million in funding. We agreed to provide the remaining 25% of the following $40
million in funding. We will share all costs incurred in excess of $50 million
equally with Genzyme. We will also share any profits of the joint venture
equally with Genzyme. The joint venture agreement provides that we and Genzyme
will jointly develop NeuroCell-PD and NeuroCell-HD and that Genzyme will market
and sell these products on a cost reimbursement basis on behalf of the joint
venture. As of December 31, 1999, Genzyme had provided $23.7 million to the
joint venture and we had provided $4.6 million.

In connection with the joint venture agreement with Genzyme, we granted to
the joint venture the exclusive, worldwide, irrevocable (during the term of the
joint venture agreement), royalty-free right and license to develop and
commercialize NeuroCell-PD and NeuroCell-HD under our existing patent rights and
technology. The license we granted is limited to the treatment of Parkinson's
disease and Huntington's disease in humans using porcine fetal cells. In the
event that either we or Genzyme develop or acquire additional technology or
patent rights that are useful in this field, the party owning such technology or
patent rights is obligated to offer a license to the joint venture to such
technology or patent rights.

The joint venture is governed by a six-member steering committee comprised
of three persons from Genzyme and three persons from Diacrin. The steering
committee meets regularly and makes all of the decisions with respect to the
joint venture's work plans and budgets. The steering committee has appointed a
program manager from each organization to execute the agreed upon product
development work plans.

MANUFACTURING

The manufacture of most of our products will require the continuous
availability of porcine tissue harvested under cGMP from pigs tested to be free
of infectious agents. Our current source of pig facilities and services is
obtained under contracts from Tufts University School of Veterinary Medicine and
PharmServices, Inc., a division of Charles River Laboratories, Inc. We have also
qualified several pig producers to provide pigs for our production processes.

For the Phase 1 clinical trials of our products, we isolate and prepare
cell populations in our own clinical production facilities in Charlestown,
Massachusetts. We expanded our manufacturing capacity to include approximately
12,000 square feet of clinical production and support space in Framingham,
Massachusetts dedicated to the production of our joint venture products needed
in conjunction with planned clinical trials. We believe that the Framingham
facility is capable of satisfying projected initial demand for commercial
quantities of NeuroCell-PD. This will enable us to utilize our Charlestown
facility for the clinical supply of other product candidates and to postpone the
need for significant additional investment in such facilities.

We currently obtain the antibody fragments used in our immunomodulation
technology from a contract manufacturer. We will evaluate on an ongoing basis
the cost effectiveness and other relevant factors necessary to determine whether
we should continue to obtain the antibody fragment from a contract manufacturer
or produce them ourselves.

Our long-range plan is to expand our internal manufacturing capabilities,
including the facilities necessary to test, isolate and package an adequate
supply of finished cell products in order to meet our long-term clinical and
commercial manufacturing needs.

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PATENTS AND LICENSES

We intend to aggressively seek patent protection for any products we
develop. We also intend to seek patent protection or rely upon trade secrets to
protect certain of our technologies which will be used in discovering and
evaluating new products. We have nine issued U.S. patents and 23 patent
applications pending with the United States Patent and Trademark Office. We have
also filed foreign counterparts in the European Union and other selected
countries. These applications seek composition-of-matter and use protection for
the various products we have in development.

Massachusetts General Hospital has been awarded two patents in the United
States covering the basic immunomodulation technology we use. Foreign
counterparts of these patents have been filed in the European Union and other
selected countries. Under an agreement with MGH, we have an exclusive, worldwide
license to the technology and the inventions described in the patents, and all
foreign counterparts, including any continuations, reissues or substitutions as
well as any patents and equivalents which may mature from such patents, subject
to the payment of royalties. Unless sooner terminated, our rights will continue,
on a country by country basis, until the last to expire of the patents. We or
MGH may terminate the agreement, upon notice, in the event the other party
defaults in its material obligations and has failed to cure this default within
60 days of receipt of this notice.

To protect our trade secrets and other proprietary information, we require
all employees, consultants, advisors and collaborators to enter into
confidentiality agreements with us.

SALES AND MARKETING

Our joint venture agreement with Genzyme authorizes Genzyme, which has an
established sales force, experienced in the sales and marketing of
biopharmaceutical and surgical products, to market and sell NeuroCell-PD and
NeuroCell-HD on an exclusive basis as agent of the joint venture on a cost
reimbursement basis.

We have not yet developed sales and marketing capabilities for our other
product candidates. We may form strategic alliances with established
pharmaceutical or biotechnology companies in order to finance the development of
certain of our products and, assuming successful development, to market such
products. These alliances may enable us to expand or accelerate our product
development efforts and also may provide us with access to established marketing
organizations. Alternatively, we may decide to market some of our products on
our own.

GOVERNMENT REGULATION

Regulation by governmental authorities in the United States, the European
Union member states and other foreign countries is a significant factor in the
development, manufacture and marketing of our product candidates and in our
ongoing research and product development activities. All of our products will
require regulatory approval by governmental agencies prior to commercialization.
In particular, human therapeutic products are subject to rigorous testing and
approval procedures by the FDA and similar authorities in foreign countries.
Various statutes and regulations govern the preclinical and clinical testing,
manufacturing, labeling, distribution, advertising and sale of these products.
The process of obtaining these approvals and the subsequent compliance with
applicable statutes and regulations require the expenditure of substantial time
and financial and other resources.

Preclinical testing is generally conducted in the laboratory on animals to
evaluate the potential efficacy and the safety of a product. In the United
States the results of these studies are submitted to the FDA as part of an IND
application, which must receive FDA clearance before human clinical testing can
begin. Clinical trials are typically conducted in three phases which may
overlap.

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<PAGE> 41

Generally, in Phase 1, clinical trials are conducted with a small number of
human subjects to determine the early safety profile. In Phase 2, clinical
trials are conducted with groups of patients afflicted with the specific disease
in order to determine preliminary efficacy, optimal treatment regimens and
expanded evidence of safety. Where a product candidate is found to have an
effect at an optimal dose and to have an acceptable safety profile in Phase 2,
larger scale, multi-center, randomized and blinded Phase 3 clinical trials are
conducted with patients afflicted with the target disease to further test for
safety, to further evaluate clinical effectiveness and to obtain additional
information for labeling. In addition, the FDA may request post-marketing (Phase
4) monitoring of the approved product, during which clinical data are collected
on selected groups of patients to monitor longer-term safety.

Upon completion of Phase 3, for products regulated by the FDA's Center for
Biologic Evaluation and Research, commonly referred to as CBER, the results of
preclinical and clinical testing are submitted to the FDA in the form of a
Biologics License Application, commonly referred to as BLA, for approval to
manufacture and commence commercial sales. In responding to these applications,
the FDA may grant marketing approval, request additional information or deny the
application if it determined that the application does not satisfy the agency's
regulatory approval criteria. We expect that CBER will regulate NeuroCell-PD and
all of our other products.

The nature of the marketing claims we will be permitted to use for labeling
and advertising will be limited to those allowed in the FDA's approval. Claims
beyond those approved will constitute a violation of the Food, Drug & Cosmetic
Act or the FD&C Act. Noncompliance with the provisions of the FD&C Act or Public
Health Service Act can result in, among other things, loss of approval,
voluntary or mandatory product recall, seizure of products, fines, injunctions
and civil or criminal penalties. Our advertising is also subject to regulation
by the Federal Trade Commission under the FTC Act, which prohibits unfair
methods of competition and unfair or deceptive acts or practices in or affecting
commerce. Violation can result in a variety of enforcement actions including
fines, injunctions and other remedies.

In the European member states and other foreign countries, our ability to
market a product is contingent upon receiving marketing authorization from the
appropriate regulatory authorities. The requirements governing the conduct of
clinical trials, marketing authorization, pricing and reimbursement vary widely
from country to country. Generally, we intend to apply for foreign marketing
authorizations at a national level. However, within the European Union,
procedures are available to companies wishing to market a product in one or all
European Union member states. This centralized process is conducted through the
European Medicines Evaluation Agency, known as the EMEA. The EMEA coordinates
the regulatory process, while a body of experts drawn from member states
undertakes the scientific assessment of the product and recommends whether a
product satisfies the criteria of safety, quality and efficacy for approval. If
the authorities are satisfied that adequate evidence of safety, quality and
efficacy has been presented, a marketing authorization will be granted. This
foreign regulatory approval process includes all of the risks associated with
FDA approval set forth above. We may rely on licensees to obtain regulatory
approval for marketing certain of our products in certain European Union member
sates or other foreign countries.

We are also subject to various federal, state and local laws, regulations
and recommendations relating to safe working conditions, laboratory and
manufacturing practices, the experimental use of animals and the use and
disposal of hazardous or potentially hazardous substances, including radioactive
compounds, infectious disease agents and recombinant DNA materials used in
connection with our research work.

We intend to take advantage of the regulatory pathways which may provide
expedited review of our cell transplantation products and allow limited cost
recovery during the clinical research phase.

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These include: (1) expedited review for more effective or better tolerated
therapies for serious conditions, commonly referred to as fast track
designation, and (2) seeking approval for limited cost recovery during clinical
testing under treatment IND status. We also intend to seek marketing exclusivity
for products which qualify for orphan drug status, where appropriate.

FAST TRACK DESIGNATION. A fast track product is defined as a new drug
intended for the treatment of a serious or life-threatening condition, which
demonstrates the potential to address unmet medical needs. Under the fast track
program, the sponsor of a new drug may request the FDA to designate the drug as
a fast track product at the time of the IND submission or after. If a
preliminary review of the clinical data suggests that a fast track product may
be effective, the FDA may initiate review of sections of a marketing application
for a fast track product before the sponsor completes the application.
NeuroCell-PD was granted fast track designation in 1999.

TREATMENT IND. Treatment IND is a mechanism established by the FDA in 1987
which allows a company to distribute promising investigational therapies to
patients outside of the established clinical trials and to charge a reasonable
fee for such therapy. The disease must be serious or life-threatening and there
must not be satisfactory alternative treatments. Treatment IND status has been
applied to a variety of diseases including cancer, AIDS, Parkinson's disease,
Alzheimer's disease and multiple sclerosis and to several anti-infectives for
renal transplant patients. We intend to pursue this designation, where
appropriate.

ORPHAN DRUG STATUS. The Orphan Drug Act generally provides incentives to
manufacturers to undertake development and marketing of products to treat
relatively rare diseases or diseases where fewer than 200,000 persons in the
United States would be likely to receive the treatment. A drug that receives
orphan drug designation by the FDA and is the first product to receive FDA
marketing approval for its product claim is entitled to a seven-year exclusive
marketing period in the United States for that product claim. The FDA may
terminate an orphan drug designation for many reasons, including if the
manufacturer of the orphan drug product cannot provide an adequate supply of the
product. Furthermore, a drug that the FDA considers to be different from a
particular orphan drug is not barred from sale in the United States during such
seven-year exclusive marketing period. Legislation to limit the marketing
exclusivity provided for certain orphan drugs has occasionally been introduced
in Congress. Although the outcome of that legislation is uncertain, future
legislation may limit the incentives currently afforded to the developers of
orphan drugs.

We have assigned to the joint venture the orphan drug designation we
received from the FDA for NeuroCell-PD and for NeuroCell-HD. Our porcine fetal
neural and spinal cord cells for spinal cord injury are also targeted to
populations of less than 200,000 and, therefore, we will pursue orphan drug
designation for these product candidates.

COMPETITION

We believe that our ability to compete successfully will be based on our
ability to create and maintain scientifically advanced technology, develop
proprietary products and attract and retain qualified scientific personnel. In
addition, we have to obtain adequate financing, patents, orphan drug designation
or other protection for our products, and required regulatory approvals, and to
manufacture and successfully market our products both independently and through
collaborators.

The biopharmaceutical and pharmaceutical industries are characterized by
intense competition. We compete against numerous companies, many of which have
substantially greater financial and other resources than we do. Private and
public academic and research institutions also compete with

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us in the research and development of human therapeutic products. In addition,
many of our competitors have significantly greater experience than we do in the
testing of pharmaceutical and other therapeutic products and obtaining FDA and
other regulatory approvals of products for use in health care. Accordingly, our
competitors may succeed in obtaining FDA approval for products more rapidly than
we do. If we commence significant commercial sales of our products, we will also
be competing with respect to manufacturing efficiency and marketing
capabilities, areas in which we have limited or no experience.

Our products under development will compete with products and therapies
which are either currently available or currently under development. Competition
will be based, among other things, on efficacy, safety, reliability, price,
availability of reimbursement and patent position. We are aware of other
companies which are pursuing research and development of alternative products or
technologies addressing the same disease categories as our development programs.

EMPLOYEES

As of January 31, 2000, we had 37 full-time employees, 29 of whom were
engaged in research, development, clinical and quality assurance/quality control
activities. None of our employees are represented by a labor union or covered by
a collective bargaining agreement.

PROPERTIES

We lease a facility which contains approximately 28,000 square feet of
space in Charlestown, Massachusetts. The lease has a ten-year term ending in
2001, providing for a base rental rate of approximately $60,000 per month, plus
applicable property taxes and insurance. We have the right to extend the lease
for two five-year periods. Our facilities are equipped with laboratory and cell
culture capabilities sufficient to satisfy our research and development
requirements for the foreseeable future and cell isolation capabilities
sufficient to satisfy the clinical production requirements of several of our
product candidates. To the extent that additional similar facilities may be
required, we will be required to secure additional facilities or seek outside
contractors to provide such capabilities.

LEGAL PROCEEDINGS

We are currently not a party to any material legal proceedings.

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MANAGEMENT

EXECUTIVE OFFICERS, KEY EMPLOYEES AND DIRECTORS

Our executive officers, key employees and directors and their respective
ages and positions as of December 31, 1999, are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION WITH DIACRIN
- ---- --- ---------------------
<S> <C> <C>
Thomas H. Fraser, Ph.D.................... 51 President, Chief Executive Officer and Director
E. Michael Egan........................... 46 Senior Vice President, Corporate Development
Kevin Kerrigan............................ 28 Controller
Albert S.B. Edge, Ph.D.................... 46 Senior Director of Molecular and Cellular Biology
Jonathan H. Dinsmore, Ph.D................ 38 Senior Director of Cell Transplantation Research
Roger J. Gay, Ph.D........................ 46 Senior Director of Process Development
Abdellah Sentissi, Ph.D................... 50 Senior Director of Quality Control and Quality
Assurance
Douglas B. Jocoby, Ph.D................... 40 Director of Research and Development
Zola P. Horovitz, Ph.D.................... 65 Director
John W. Littlechild....................... 48 Director
Stelios Papadopoulos, Ph.D................ 51 Director
Joshua Ruch............................... 50 Director
Henri A. Termeer.......................... 54 Director
Christopher T. Walsh, Ph.D................ 56 Director
</TABLE>

THOMAS H. FRASER, PH.D., has served as our President and Chief Executive
Officer and as a Director since 1990. Dr. Fraser was previously Executive Vice
President, Corporate Development, for Repligen Corporation, a biopharmaceutical
company. Dr. Fraser was the founding Vice President for Research and Development
at Repligen in 1981 and served as Executive Vice President from 1982 through
1990 as well as Chief Technical Officer from 1982 through 1988. Prior to joining
Repligen, Dr. Fraser headed the recombinant DNA research group in Pharmaceutical
Research and Development at The Upjohn Company, a pharmaceutical company. Dr.
Fraser received his Ph.D. in Biochemistry from the Massachusetts Institute of
Technology and was a Damon Runyon-Walter Winchell Cancer Fund Postdoctoral
Fellow at The University of Colorado.

E. MICHAEL EGAN has served as our Senior Vice President, Corporate
Development, since 1993. Mr. Egan joined us from Repligen, where he was employed
from 1983 to 1993, and since 1989 had been Vice President of Business
Development. He was also a member of the Board of Directors of Repligen Clinical
Partners, L.P., and the Secretary/Treasurer of Repligen Sandoz Research
Corporation. Mr. Egan's previous positions at Repligen include Director of
Business Development and Manager of Business Development. Prior to joining
Repligen in 1983, Mr. Egan was a laboratory supervisor at Dana-Farber Cancer
Institute, Division of Medicine. He received a B.S. in biology from Boston
College and a Certificate of Special Studies in Administration and Management
from Harvard University in 1986.

KEVIN KERRIGAN has served as our Controller since November 1998. Mr.
Kerrigan joined us in 1997 as Accounting Manager. From 1993 to 1997 Mr. Kerrigan
was a member of the professional

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staff of Price Waterhouse LLP. Mr. Kerrigan received a B.S. degree in accounting
from Merrimack College and was awarded a CPA certificate from the Commonwealth
of Massachusetts in 1993.

ALBERT S.B. EDGE, PH.D., has been Senior Director of Molecular and Cellular
Biology since 1994. Dr. Edge joined us in 1992 as Director of Protein Chemistry
and in 1993 became Director of Molecular and Cellular Biology. Dr. Edge was
previously Assistant Professor of Medicine at Harvard Medical School and
Investigator at the Joslin Diabetes Center. He has been Principal Investigator
on grants from the NIH and was the recipient of a Career Development Award from
the Juvenile Diabetes Foundation from 1987-1990. He was a Mary K. Iacocca Fellow
of the Joslin Diabetes Center in 1984 and after appointment to the faculty was
selected as Capps Scholar in Diabetes of Harvard Medical School from 1985 to
1987. While a Postdoctoral Fellow in the Department of Biological Chemistry at
Harvard Medical School, Dr. Edge was awarded Fellowships from the American
Cancer Society and the NIH. Dr. Edge received his Ph.D. in biochemistry from
Albany Medical College where he was a Predoctoral Research Fellow of the United
States Public Health Service.

JONATHAN H. DINSMORE, PH.D., has been Senior Director of Cell
Transplantation Research since April 1999 and Director of Cell Transplantation
Research since 1994. Dr. Dinsmore joined us in 1992 as a Research Scientist and
was subsequently promoted to Principal Investigator. Dr. Dinsmore was previously
a Postdoctoral Fellow of the American Cancer Society in the Biology Department
at the Massachusetts Institute of Technology from 1988 to 1992. Dr. Dinsmore
received a Ph.D. in biology from Dartmouth College, where he was a Presidential
Scholar and recipient of a Kramer Fellowship. Dr. Dinsmore has worked on
National Science Foundation-sponsored research projects at the Marine Biological
Laboratories in Woods Hole, Massachusetts and at a United States research base
in Antarctica.

ROGER J. GAY, PH.D., has been Senior Director of Process Development since
January 2000. Dr. Gay joined us as Director of Process Development in 1993. From
1986 through 1993, Dr. Gay was Director of Product Development at Organogenesis,
Inc. Dr. Gay's previous positions were Manager of a Contract Research and
Cytotoxicty Testing Laboratory and Director of Product Development at Bioassay
Systems Research Corporation from 1982 to 1986. Dr. Gay received a B.A. in
chemistry from the College of the Holy Cross in 1975 and a Ph.D. in biochemistry
from the University of Rochester in 1981. From 1981 through 1983, Dr. Gay was a
postdoctoral research fellow in the Department of Microbiology and Molecular
Genetics at Harvard Medical School.

ABDELLAH SENTISSI, PH.D., has been Senior Director of Quality Control and
Quality Assurance since January 2000. Dr. Sentissi joined us as Director of
Quality Control and Quality Assurance in October 1995. Prior to joining us, from
1992 to 1995, Dr. Sentissi served as the Director of QC/QA and Technical Affairs
at Endocon, Inc. From 1985 through 1992, Dr. Sentissi was the Chief of Quality
Control at Massachusetts Biologics Laboratories. Dr. Sentissi received a
pharmacy degree in 1973 and a biology degree in 1976 from the University of Paul
Sabatier, Toulouse, France, and a Ph.D. in biomedical sciences from Northeastern
University in 1984. From 1984 through 1985, Dr. Sentissi was a postdoctoral
research fellow in the Department of Clinical Chemistry at Northeastern
University. Dr. Sentissi has been a lecturer in pharmaceutical biotechnology at
the School of Pharmacy at Northeastern University since 1990.

DOUGLAS B. JACOBY, PH.D., was appointed Director of Research and
Development in April 1999. He joined us in 1993 as a Research Scientist and was
subsequently promoted to Principal Investigator. While a post doctoral fellow in
the Biochemistry department at Brandeis University, Dr. Jacoby was awarded a
fellowship from the NIH. Dr. Jacoby received his Ph.D. in Biochemistry from the
University of Minnesota with awards from the NIH and a Doctoral Dissertation
Fellowship. He graduated with an A.B. in Biology from Kenyon College.

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ZOLA P. HOROVITZ, PH.D., has served as a Director of Diacrin since 1994.
Dr. Horovitz was Vice President, Business Development and Planning at
Bristol-Myers Squibb Pharmaceutical Group from 1991 until 1994 and was Vice
President, Licensing from 1989 to 1991. Prior to 1989, Dr. Horovitz spent 30
years as a member of the Squibb Institute for Medical Research, most recently as
Vice President, Research Planning. Dr. Horovitz is also a director of Avigen,
Inc., BioCryst Pharmaceuticals, Clinicor, Magainin Pharmaceuticals,
HeavenlyDoor.com, Shire Pharmaceuticals and Synaptic Pharmaceuticals, Inc. Dr.
Horovitz received his Ph.D. from the University of Pittsburgh.

JOHN W. LITTLECHILD has been a Director of Diacrin since 1992. Mr.
Littlechild is associated with several venture capital partnerships managed by
HealthCare Ventures LLC, including HealthCare Ventures II, L.P., HealthCare
Ventures III, L.P., and HealthCare Ventures IV, L.P. Mr. Littlechild currently
serves as Vice Chairman of HealthCare Ventures LLC. From 1984 to 1991, Mr.
Littlechild was a Senior Vice President of Advent International Corporation, a
venture capital company in Boston and London. Prior to working at Advent in
Boston, Mr. Littlechild was involved in establishing Advent in the United
Kingdom. From 1980 to 1982, Mr. Littlechild served as Assistant Vice President
for Citicorp Venture Corporation, a venture capital company, in London, prior to
which he worked with ICI Ltd., an agro-chemical company, and Rank Xerox, an
office equipment company, in marketing and financial management. Mr. Littlechild
holds a B.Sc. from the University of Manchester and an MBA from Manchester
Business School. Mr. Littlechild serves on the board of directors of various
health care and biotechnology companies, including Orthofix International N.V.,
a medical device company, and AVANT Immunotherapeutrics, a biotechnology
company. Mr. Littlechild also serves on several Boards for the Harvard Medical
School including the Executive Committee of the Board of Fellows, the Science
and Technology Committee, and is Chairman of the Microbiology Department
Advisory Board. He is also a member of the Board of Visitors of the Beth Israel
Deaconess Center for Research and Education.

STELIOS PAPADOPOULOS, PH.D., has been a Director of Diacrin since 1991. Dr.
Papadopoulos is a Managing Director in the investment banking division at SG
Cowen Securities Corporation focusing on the biotechnology and pharmaceutical
sectors. Prior to joining SG Cowen Securities Corporation in February 2000, he
spent 13 years as an investment banker at PaineWebber, where he was most
recently Chairman of PaineWebber Development Corp., a PaineWebber subsidiary.
Prior to becoming an investment banker he spent two years as a biotechnology
analyst, first at Donaldson, Lufkin & Jenrette and subsequently at Drexel
Burnham Lambert, where he was elected to the Institutional Investor 1987
All-American Research Team. Before coming to Wall Street in 1985, Dr.
Papadopoulos was on the faculty of the Department of Cell Biology at New York
University Medical Center. He continues his affiliation with NYU Medical Center
as an Adjunct Associate Professor of Cell Biology. Dr. Papadopoulos holds a
Ph.D. in biophysics and an MBA in finance, both from New York University. He is
a founder and Chairman of the Board of Exelixis, Inc., and sits on the board of
several private companies in the biotechnology sector.

JOSHUA RUCH has been a Director of Diacrin since March 1998. Mr. Ruch is
the Chairman and Chief Executive Officer of Rho Management Company, Inc., an
international investment management firm which he co-founded in 1981. Prior to
founding Rho, Mr. Ruch was employed in investment banking at Salomon Brothers
and Bache Halsey Stuart, Inc. Mr. Ruch received a B.S. degree in electrical
engineering from the Israel Institute of Technology (Technion) and an MBA from
the Harvard Business School.

HENRI A. TERMEER has been a Director of Diacrin since December 1996. Mr.
Termeer has served as President and Director of Genzyme Corporation since 1983,
as Chief Executive Officer since 1985 and as Chairman of the Board since 1988.
For ten years prior to joining Genzyme, Mr. Termeer held various management
positions at Baxter Travenol Laboratories, Inc., a manufacturer of human health
care products. Mr. Termeer also serves on the boards of directors of Abiomed,
Inc., AutoImmune,

45
<PAGE> 47

Inc., GelTex Pharmaceuticals, Inc., Genzyme Transgenics Corporation and is a
trustee of Hambrecht & Quist Healthcare Investors and Hambrecht & Quist Life
Sciences Investors.

CHRISTOPHER T. WALSH, PH.D., has been a Director of Diacrin since April
1997. From 1992 to 1995, Dr. Walsh served as President of the Dana-Farber Cancer
Institute. Since 1991, Dr. Walsh has served as Hamilton Kuhn Professor of
Biological Chemistry and Molecular Pharmacology at Harvard Medical School. From
1987 to 1995, Dr. Walsh was a Professor in and Chairman of the Harvard Medical
School Biological Chemistry and Molecular Pharmacology Department. Dr. Walsh
received his B.A. from Harvard University and his Ph.D. in Life Sciences from
Rockefeller University.

Directors are elected annually by our stockholders and hold office until
the next annual meeting of stockholders or until their resignation or removal.
Each executive officer serves at the discretion of the board of directors and
holds office until his or her successor is elected and qualified or until his or
her earlier resignation or removal. There are no family relationships among any
of our directors or executive officers.

46
<PAGE> 48

SCIENTIFIC ADVISORY BOARD

Our scientific advisory board is a multi-disciplinary assemblage of
scientists and physicians in the fields of transplantation, immunology,
endocrinology, neurophysiology and neuromuscular physiology, transplantation
biology and surgery. The scientific advisory board meets regularly to review and
evaluate our research programs and advise us with respect to technical matters.
The members of the scientific advisory board are as follows:

<TABLE>
<CAPTION>
MEMBER
NAME SINCE POSITION
- ---- ------ --------
<S> <C> <C>
Hugh Auchincloss, Jr., M.D. .............. 1992 Professor of Surgery, Harvard Medical School;
Director, Kidney Transplantation, Brigham and
Women's Hospital; Surgical Director, Pancreas
Transplantation and Visiting Surgeon,
Massachusetts General Hospital
Jay A. Berzofsky, M.D., Ph.D. ............ 1992 Chief, Molecular Immunogenetics and Vaccine
Research Section, Metabolism Branch, National
Cancer Institute, National Institutes of
Health
Robert H. Brown, Jr., M.D., D.Phil. ...... 1992 Director of Cecil B. Day Laboratory for
Neuromuscular Research, Associate in
Neurology, Massachusetts General Hospital;
Professor of Neurology, Harvard Medical
School
Laurie H. Glimcher, M.D. ................. 1993 Professor of Immunology, Department of
Immunology and Infectious Diseases, Harvard
School of Public Health; Professor of
Medicine, Harvard Medical School
Ronald D. McKay, Ph.D. ................... 1998 Chief, Laboratory of Molecular Biology,
National Institute of Neurological Disorders
and Stroke, National Institutes of Health
David H. Sachs, M.D. ..................... 1990 Director, Transplantation Biology Research
Center, Massachusetts General Hospital; Paul
S. Russell/ Warner-Lambert Professor of
Surgery (Immunology), Harvard Medical School
</TABLE>

47
<PAGE> 49

PRINCIPAL STOCKHOLDERS

The following table sets forth the beneficial ownership of our common stock
as of December 31, 1999 by:

- each person who is known by us to beneficially own more than 5% of our
common stock;

- each of our executive officers and directors; and

- all of our executive officers and directors as a group.

Unless otherwise noted, each person or group has sole voting and investment
power of the shares listed. The inclusion below of any shares listed as
beneficially owned does not constitute an admission of beneficial ownership of
those shares.

The "Options/Warrants" column reflects shares of our common stock subject
to options or warrants which are currently exercisable or exercisable within 60
days after December 31, 1999. The shares of our common stock which are subject
to options or warrants are deemed to be outstanding for the purpose of computing
the percentage of ownership of the person holding such options or warrants, but
are not deemed to be outstanding for computing the percentage of ownership of
any other person. As of December 31, 1999 we had 14,386,183 shares of common
stock outstanding.

<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE OF PERCENTAGE OF
BENEFICIALLY OWNED SHARES OWNED SHARES OWNED
---------------------------- PRIOR TO THE AFTER THE
NAME AND ADDRESS SHARES OPTIONS/WARRANTS OFFERING OFFERING
- ---------------- --------- ---------------- ------------- -------------
<S> <C> <C> <C> <C>
HealthCare Ventures II, L.P.(1).... 3,196,385 -- 22.2% 18.4%
HealthCare Ventures III, L.P.(1)... 994,078 -- 6.9 5.7
HealthCare Ventures IV, L.P.(1).... 291,922 -- 2.0 1.7
Rho Management Trust II(2)......... 1,592,887 -- 11.1 9.2
Hudson Trust(3).................... 1,342,680 -- 9.3 7.7
State of Wisconsin Investment
Board(4)......................... 635,000 650,000 8.5 7.1
Thomas H. Fraser, Ph.D. ........... 483,488 146,250 4.3 3.6
Zola P. Horovitz, Ph.D. ........... 4,000 14,625 * *
John W. Littlechild(1)............. 4,482,385 5,000 31.2 25.8
Stelios Papadopoulos, Ph.D. ....... 200,000 5,000 1.4 1.2
Joshua Ruch(5)..................... 1,759,587 5,000 12.4 10.3
Henri A. Termeer................... 8,000 42,500 * *
Christopher T. Walsh, Ph.D. ....... -- 9,000 * *
E. Michael Egan.................... 4,169 142,495 1.0 *
Kevin Kerrigan..................... -- 14,150 * *
All directors and executive
officers as a group (9
persons)......................... 6,961,379 384,020 50.0 41.3
</TABLE>

48
<PAGE> 50

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

* Less than 1.0%

(1) John W. Littlechild is a general partner of HealthCare Partners II, L.P.
("HCPII"), HealthCare Partners III, L.P. ("HCPIII") and HealthCare Partners
IV, L.P. ("HCPIV"), the general partner of HealthCare Ventures II, L.P.
("HCVII"), HealthCare Ventures III, L.P. ("HCVIII") and HealthCare Ventures
IV, L.P. ("HCVIV"), respectively. Mr. Littlechild, together with James H.
Cavanaugh, Harold R. Werner and William Crouse, the other general partners
of HCPII, HCPIII and HCPIV, share voting and investment control with
respect to shares owned by HCVII, HCVIII and HCVIV, respectively. Mr.
Littlechild does not own any shares of our capital stock in his individual
capacity. The address of HealthCare Ventures II, III and IV, L.P. is 44
Nassau Street, Princeton, New Jersey 08542.

(2) Rho Management Partners, L.P. may be deemed the beneficial owner of these
shares pursuant to an investment advisory agreement that confers sole
voting and investment control over such shares to Rho Management Partners,
L.P. The address of Rho Management Trust II is c/o Rho Management Company,
Inc., 152 West 57th Street, New York, New York 10019.

(3) Mr. B. Diethelm Honer may be deemed to (i) beneficially own the shares held
by Hudson Trust, (ii) retain voting and dispositive rights for these
shares, and (iii) retain the right to revoke these shares from Hudson
Trust. The address of Hudson Trust is c/o Summit Asset Management Co.,
Inc., 47 Hulfish Street, Suite 420, Princeton, New Jersey 08542.

(4) The address of the State of Wisconsin Investment Board is P. O. Box 7842,
Madison, Wisconsin 53707.

(5) Mr. Ruch is a controlling person of Rho Management Partners, L.P. and may
be deemed the beneficial owner of the shares held by Rho Management Trust
II. In addition, Mr. Ruch exercises investment and voting authority over
166,700 shares directly for his own account, for the account of family
members or for the account of other clients of Rho Management Partners,
L.P.

49
<PAGE> 51

DESCRIPTION OF CAPITAL STOCK

Our authorized capital stock consists of 30,000,000 shares of common stock,
par value $0.01 per share, and 5,000,000 shares of preferred stock, $.01 par
value per share. As of February 15, 2000, 14,442,709 shares of our common stock
were outstanding and no shares of our preferred stock were outstanding.

The following summary of our securities and provisions of our certificate
of incorporation is not intended to be complete and is qualified by reference to
the provisions of applicable law and to our certificate of incorporation.

COMMON STOCK

Holders of our common stock are entitled to one vote for each share held on
all matters submitted to a vote of the stockholders and do not have any
cumulative voting rights. Accordingly, holders of a majority of the shares of
common stock entitled to vote in any election of directors may elect all of the
directors standing for election. Holders of our common stock are entitled to
receive proportionally any dividends declared by our board of directors, subject
to any preferential dividend rights of outstanding preferred stock.

In the event of our liquidation, dissolution or winding up, holders of our
common stock are entitled to share ratably in all assets remaining after payment
of all debts and other liabilities and subject to the prior rights of any
outstanding preferred stock. Holders of our common stock have no preemptive,
subscription, redemption or conversion rights. All outstanding shares of common
stock are validly issued, fully paid and nonassessable. The outstanding shares
of our common stock are, and the shares to be issued by us in this offering will
be, when issued and paid for, validly issued, fully paid and nonassessable. The
rights, preferences and privileges of holders of our common stock are subject
to, and may be adversely affected by, the rights of holders of shares of any
series of preferred stock that we may designate and issue in the future.

PREFERRED STOCK

Our board of directors is authorized, subject to any limitations prescribed
by law, to issue up to 5,000,000 shares of preferred stock from time to time in
one or more series, without stockholder approval. Our board of directors has the
discretion to determine the rights, preferences, privileges and restrictions,
including voting rights, dividend rights, conversion rights, redemption
privileges and liquidation preferences of each series of preferred stock.

The purpose of authorizing our board of directors to issue preferred stock
and to determine its rights and preferences is to eliminate delays associated
with stockholder vote on specific issuances. The issuance of preferred stock,
while providing desirable flexibility in connection with possible acquisitions
and other corporate purposes, could make it more difficult for a third party to
acquire, or discourage a third party from acquiring, a majority of our
outstanding capital stock. We have no present plans to issue any shares of
preferred stock.

WARRANTS

As of February 15, 2000, we had warrants outstanding to purchase an
aggregate of 2,875,000 shares of our common stock. The warrants, which are
traded on the Nasdaq National Market under the symbol DCRNW, have an exercise
price of $16.00 per share. The warrants are currently exercisable and expire
when either of the following events occurs:

- we redeem the warrants, which we have the right to do for $0.01 per
warrant, upon 30 days notice, if the average closing price of our common
stock on the Nasdaq National Market for any consecutive 20-day trading
period exceeds 150% of the exercise price of the warrants; or

50
<PAGE> 52

- December 31, 2000.

The exercise price of the warrants and the number of shares of our common
stock issuable upon exercise are subject to adjustment for stock splits, stock
dividends and similar events. Neither the exercise price of the warrants nor the
number of shares of our common stock issuable upon exercise will be adjusted if
we offer additional shares of our common stock or warrants at a price below the
exercise price of the warrants or the prevailing market price of our common
stock.

Until the warrants are exercised or redeemed, holders of the warrants have
the opportunity to benefit from a rise in the market price of our common stock
without assuming the risks of ownership of our common stock. Since the warrants
will only be exercised when the exercise price is less than the market price of
our common stock, any exercise of the warrants will result in dilution of our
then existing stockholders.

We are required to use our best efforts to maintain effective a
registration statement with respect to the shares of our common stock issuable
upon exercise of the warrants. The purpose of this registration statement is to
enable holders of the warrants to be free to publicly resell the shares of our
common stock they acquire upon exercise of the warrants. Such a registration
statement is currently in effect.

REGISTRATION RIGHTS

After this offering, the holders of 7,265,624 shares of common stock will
be entitled to require us to register their shares under the Securities Act of
1933, as amended, as provided in a registration rights agreement between us and
the holders. We are required to use our best efforts to effect any such
registration. Under this agreement, if we propose to register any of our
securities under the Securities Act, either for our account or for the account
of other security holders exercising registration rights, the holders are
entitled to notice of the registration and to include their shares of common
stock in the registration. Additionally, those holders are also entitled to
demand registrations pursuant to which they may, on up to two occasions, require
us to register their shares under the Securities Act or a registration statement
on Form S-1. Further, those holders may require us to file an unlimited number
of additional registration statements on Form S-3 at our expense. These
registration rights are subject to conditions and limitations, including the
right of the underwriters of an offering to limit the number of shares included
in a registration and our right not to effect a requested registration within
180 days following an offer of our securities pursuant to a registration
statement on Form S-1.

DELAWARE LAW AND CERTAIN CHARTER PROVISIONS

We are subject to the provisions of Section 203 of the Delaware General
Corporation Law, an antitakeover law. In general, Section 203 prohibits a
publicly-held Delaware corporation from engaging in a "business combination"
with an "interested stockholder" for a period of three years after the date of
the transaction in which the person became an interested stockholder, unless the
business combination is approved in a prescribed manner. A "business
combination" includes mergers, asset sales and other transactions resulting in a
financial benefit to the interested stockholder. Subject to some exceptions, an
"interested stockholder" is a person who, together with affiliates and
associates, owns, or within three years did own, 15% or more of our voting
stock.

Our certificate of incorporation contains provisions permitted under the
Delaware General Corporation Law relating to the liability of our directors.
These provisions provide that our directors shall not be personally liable to us
or our stockholders for monetary damages for breach of fiduciary duty as a
director except in circumstances involving wrongful acts, such as the breach of
a director's duty of loyalty or acts or omissions which involve intentional
misconduct or a knowing violation of the law. As a result of these provisions,
we and our stockholders may be unable to obtain monetary

51
<PAGE> 53

damages from a director for breach of his duty of care. Our certificate of
incorporation also contains provisions obligating us to indemnify our directors
and officers to the fullest extent permitted by the Delaware General Corporation
Law.

TRANSFER AGENT

American Stock Transfer & Trust Company is the transfer agent and registrar
for our common stock.

52
<PAGE> 54

UNDERWRITING

PaineWebber Incorporated and Nomura International plc are serving as
representatives of the underwriters named below. The underwriters have severally
agreed to purchase, and we have agreed to sell, subject to the terms and
conditions set forth in an underwriting agreement, the number of shares of
common stock set forth opposite their names below:

<TABLE>
<CAPTION>
UNDERWRITER NUMBER OF SHARES
- ----------- ----------------
<S> <C>
PaineWebber Incorporated....................................
Nomura International plc....................................
---------
Total................................................ 3,000,000
=========
</TABLE>

In the underwriting agreement, the underwriters have severally agreed,
subject to the terms and conditions set forth therein, to purchase all of the
shares of common stock being sold under the underwriting agreement, other than
those covered by the over-allotment option described below, if any shares of
common stock are purchased. The underwriting agreement provides that the
obligations of the underwriters to purchase shares of common stock are subject
to conditions precedent outlined in the underwriting agreement. The underwriting
agreement also provides that in the event of a default by any underwriter, the
purchase commitments of the nondefaulting underwriters may be increased or the
underwriting agreement may be terminated.

The underwriters propose to offer shares of common stock to the public
initially at the public offering price set forth on the cover page of this
prospectus and to certain selected dealers at such public offering price less a
concession not to exceed $ per share. The underwriters or such selected
dealers may reallow a commission to certain other dealers not to exceed
$ per share. After the offering to the public, the public offering price,
the concession to selected dealers and the reallowance to other dealers may be
changed by the underwriters.

We have granted the underwriters an option exercisable for 30 days after
the date of this prospectus to purchase up to 450,000 additional shares of
common stock to cover over-allotments, if any, at the offering price less the
underwriting discount and commissions. If the underwriters exercise this option,
each underwriter will have a firm commitment, subject to conditions outlined in
the underwriting agreement, to purchase approximately the same pro rata
percentage of additional shares of common stock as each underwriter purchases in
the offering. The underwriters may purchase these shares of common stock only to
cover over-allotments made in connection with the offering.

We have agreed to indemnify the several underwriters against certain civil
liabilities, including liabilities under the federal securities laws, or to
contribute to payments which the underwriters may be required to make as a
result of these liabilities.

We, our executive officers and directors and each of our 5% or greater
stockholders, other than the State of Wisconsin Investment Board, have agreed
that, subject to limited exceptions, for a period of 90 days from the date of
this prospectus, we and they will not, without the prior written consent of
PaineWebber Incorporated, on behalf of the representatives, offer to sell, sell,
contract to sell, grant any option to sell, or otherwise dispose of, or require
Diacrin to file with the Securities and Exchange Commission a registration
statement under the Securities Act to register, any shares of our common stock
or securities convertible into or exchangeable for any shares of our common
stock or warrants or other rights to acquire shares of our common stock.

53
<PAGE> 55

We expect that the shares of common stock will be ready for delivery in New
York, New York on or about , 2000.

Our common stock is quoted on the Nasdaq National Market under the symbol
"DCRN".

Until the distribution of the common stock is completed, rules of the
Securities and Exchange Commission may limit the ability of the underwriters and
some selling group members to bid for and purchase shares of common stock. As an
exception to these rules, the representatives are permitted to engage in
transactions that stabilize the price of common stock. These transactions
consist of bids or purchases for the purpose of pegging, fixing or maintaining
the price of the common stock.

In addition, if the representatives sell more shares of common stock than
are set forth on the cover page of this prospectus, or "over-allot," and thereby
create a short position in the common stock in connection with the offering,
then the representatives may reduce that short position by purchasing common
stock in the open market. The representatives may also elect to reduce any short
position by exercising all or part of the over-allotment option.

The representatives may also impose a penalty bid on certain underwriters
and selling group members. This means that if the representatives purchase
shares of common stock in the open market to reduce the underwriters' short
position or to stabilize the price of the common stock, the representatives may
reclaim the amount of the selling concession from the underwriters and selling
group members who sold those shares as part of the offering.

In general, purchases of a security for the purpose of stabilization or to
reduce a short position could cause the price of the security to be higher than
it might otherwise be in the absence of these purchases. The imposition of a
penalty bid might also have an effect on the price of a security to the extent
that it were to discourage resales of the security by purchasers in the
offering.

Neither we nor any of the underwriters make any representation or
prediction as to the direction or magnitude of any effect that the transactions
described above may have on the price of the common stock. In addition, neither
we nor any of the underwriters make any representation that the representatives
will engage in such transactions or that these transactions, once commenced,
will not be discontinued without notice.

Each underwriter has represented and agreed that:

- it has not offered or sold and, prior to the date six months after the
closing date for the sale of the shares to the underwriters, will not
offer or sell, any shares to persons in the United Kingdom except to
persons whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for the
purposes of their businesses or otherwise in circumstances which have not
resulted and will not result in an offer to the public in the United
Kingdom within the meaning of the Public Offers of Securities Regulations
1995;

- it has complied and will comply with all applicable provisions of the
Financial Services Act 1986 with respect to anything done by it in
relation to the shares in, from or otherwise involving the United
Kingdom; and

- it has only issued or passed on and will only issue or pass on in the
United Kingdom any document received by it in connection with the
offering of the shares to a person who is of a kind described in Article
11(3) of the Financial Services Act 1986 (Investment Advertisements)
(Exemptions) Order 1996 (as amended) or is a person to whom such document
may otherwise lawfully be issued or passed on.

54
<PAGE> 56

LEGAL MATTERS

The validity of the shares of common stock offered hereby will be passed
upon for us by Hale and Dorr LLP, Boston, Massachusetts. Shearman & Sterling,
New York, New York, has represented the underwriters. Steven D. Singer, a
partner at Hale and Dorr LLP, serves as our corporate secretary.

EXPERTS

Our financial statements as of December 31, 1998 and 1999 and for each of
the three years in the period ended December 31, 1999 included in this
prospectus and elsewhere in this registration statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said report.

The financial statements for Diacrin/Genzyme LLC as of December 31, 1999
and 1998 and for each of the two years in the period ended December 31, 1999,
and for the period October 1, 1996 (date of inception) to December 31, 1999,
included in this prospectus have been so included in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We file reports, proxy statements and other documents with the Securities
and Exchange Commission. You may read and copy any document we file at the SEC's
public reference room at Room 1024, Judiciary Plaza Building, 450 Fifth Street,
N.W., Washington, D.C. 20549 and at the regional offices of the SEC located at
Seven World Trade Center, 13th Floor, New York, New York 10048 and 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. You can request copies of
these documents upon payment of a duplicating fee, by writing to the SEC. Please
call the SEC at 1-800-SEC-0330 for further information on the operation of the
public reference rooms. Our SEC filings are also available to you on the SEC's
Internet site at http://www.sec.gov.

This prospectus is part of a registration statement that we filed with the
SEC. The registration statement contains more information than this prospectus
regarding us and our common stock, including certain exhibits and schedules. You
can obtain a copy of the registration statement from the SEC at the addresses
listed above or from the SEC's Internet site.

The SEC allows us to "incorporate" into this prospectus information that we
file with the SEC in other documents. This means that we can disclose important
information to you by referring to other documents that contain that
information. The information incorporated by reference is considered to be part
of this prospectus. Information contained in this prospectus and information
that we file with the SEC in the future and incorporate by reference in this
prospectus automatically updates and supersedes previously filed information. We
are incorporating by reference the documents listed below and any future filings
we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 prior to the sale of all the shares covered by this
prospectus:

- Our Annual Report on Form 10-K for the year ended December 31, 1999,
filed with the SEC on February 23, 2000;

- The description of our common stock contained in our Registration
Statement on Form 10 filed with the SEC on April 29, 1992, as amended on
July 20, 1992; and

- All of our filings pursuant to the Exchange Act after the date of the
initial filing of this registration statement and prior to its
effectiveness.

You may request a copy of these documents, which will be provided to you,
at no cost, by contacting: Diacrin, Inc., Building 96, 13th Street, Charlestown
Navy Yard, Charlestown, MA 02129 Attention: Investor Relations or by calling us
at (617) 242-9100.

55
<PAGE> 57

DIACRIN, INC.

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
DIACRIN, INC.
Report of Independent Public Accountants.................... F-2
Balance Sheets as of December 31, 1998 and 1999............. F-3
Statements of Operations for the Years Ended December 31,
1997, 1998 and 1999....................................... F-4
Statements of Stockholders' Equity for the Years Ended
December 31, 1997, 1998 and 1999.......................... F-5
Statements of Cash Flows for the Years Ended December 31,
1997, 1998 and 1999....................................... F-6
Notes to Financial Statements............................... F-7

DIACRIN/GENZYME LLC (A DEVELOPMENT STAGE ENTERPRISE)
Report of Independent Public Accountants.................... F-15
Balance Sheet as of December 31, 1998 and 1999.............. F-16
Statements of Operations for the Years Ended December 31,
1998 and 1999 and for the Period from October 1, 1996
(Date of Inception) to December 31, 1999.................. F-17
Statements of Cash Flows for the Years Ended December 31,
1998 and 1999 and for the Period from October 1, 1996
(Date of Inception) to December 31, 1999.................. F-18
Statements of Change in Venturers' Capital (Deficit) for the
Period from October 1, 1996 (Date of Inception) to
December 31, 1999......................................... F-19
Notes to Financial Statements............................... F-20
</TABLE>

F-1
<PAGE> 58

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors of
Diacrin, Inc.:

We have audited the accompanying balance sheets of Diacrin, Inc. (a
Delaware corporation) as of December 31, 1998 and 1999, and the related
statements of operations, stockholders' equity (deficit) and cash flows for each
of the three years in the period ended December 31, 1999. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Diacrin, Inc. as of December
31, 1998 and 1999, and the results of its operations and its cash flows for each
of the three years in the period ended December 31, 1999, in conformity with
generally accepted accounting principles in the United States.

Arthur Andersen LLP

Boston, Massachusetts
January 12, 2000

F-2
<PAGE> 59

DIACRIN, INC.

BALANCE SHEETS

<TABLE>
<CAPTION>
AT DECEMBER 31,
----------------------------
1998 1999
------------ ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................ $ 4,995,054 $ 2,194,001
Short-term investments................................... 18,670,392 16,582,252
Interest receivable and other current assets............. 394,413 329,365
------------ ------------
Total current assets.................................. 24,059,859 19,105,618
------------ ------------
Property and equipment, at cost:
Laboratory and manufacturing equipment................... 878,208 893,962
Equipment under capital leases........................... 675,262 675,262
Furniture and office equipment........................... 293,873 303,436
Leasehold improvements................................... 76,827 77,529
------------ ------------
1,924,170 1,950,189
Less -- Accumulated depreciation and amortization........ 1,199,673 1,437,649
------------ ------------
724,497 512,540
------------ ------------
Long-term investments...................................... 2,605,010 2,644,084
Investment in joint venture................................ 94,508 103,730
------------ ------------
2,699,518 2,747,814
------------ ------------
$ 27,483,874 $ 22,365,972
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable......................................... $ 268,002 $ 138,768
Accrued expenses......................................... 1,359,982 1,251,410
Deferred revenue......................................... 338,855 438,727
Current portion of long-term debt........................ 280,724 143,350
------------ ------------
Total current liabilities............................. 2,247,563 1,972,255
------------ ------------
Long-term debt, net of current portion..................... 391,702 249,167
------------ ------------
Commitments (Notes 7 and 10)
Stockholders' equity:
Preferred stock, $.01 par value; authorized -- 5,000,000
shares; none issued and outstanding...................... -- --
Common stock, $.01 par value; authorized -- 30,000,000
shares; issued and outstanding -- 14,327,218 and
14,386,183 shares at December 31, 1998 and 1999,
respectively............................................. 143,272 143,862
Additional paid-in capital................................. 64,191,075 64,250,741
Accumulated deficit........................................ (39,489,738) (44,250,053)
------------ ------------
Total stockholders' equity............................ 24,844,609 20,144,550
------------ ------------
$ 27,483,874 $ 22,365,972
============ ============
</TABLE>

See Accompanying Notes to Financial Statements

F-3
<PAGE> 60

DIACRIN, INC.

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------
1997 1998 1999
----------- ----------- -----------
<S> <C> <C> <C>
REVENUES:
Research and development..................... $ 4,763,270 $ 3,623,249 $ 2,970,846
Interest income.............................. 1,301,477 1,575,998 1,323,520
----------- ----------- -----------
Total revenues............................ 6,064,747 5,199,247 4,294,366
----------- ----------- -----------
OPERATING EXPENSES:
Research and development..................... 6,862,528 7,371,385 5,921,141
General and administrative................... 1,460,403 1,484,319 1,398,151
Interest expense............................. 93,280 89,135 47,318
----------- ----------- -----------
Total operating expenses.................. 8,416,211 8,944,839 7,366,610
----------- ----------- -----------
EQUITY IN OPERATIONS OF JOINT VENTURE.......... -- (1,084,358) (1,688,071)
----------- ----------- -----------
NET LOSS....................................... $(2,351,464) $(4,829,950) $(4,760,315)
=========== =========== ===========
NET LOSS PER COMMON SHARE:
Basic and diluted............................ $ (.18) $ (.34) $ (.33)
=========== =========== ===========
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic and diluted............................ 13,235,286 14,156,179 14,364,154
=========== =========== ===========
</TABLE>

See Accompanying Notes to Financial Statements

F-4
<PAGE> 61

DIACRIN, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
COMMON STOCK TOTAL
--------------------- ADDITIONAL STOCKHOLDERS'
NUMBER OF $.01 PAR PAID-IN ACCUMULATED EQUITY
SHARES VALUE CAPITAL DEFICIT (DEFICIT)
---------- -------- ----------- ------------ -------------
<S> <C> <C> <C> <C> <C>
BALANCE, DECEMBER 31, 1996........ 13,189,559 $131,896 $54,613,512 $(32,308,324) $22,437,084
Exercise of stock options....... 78,697 787 117,261 -- 118,048
Net loss........................ -- -- -- (2,351,464) (2,351,464)
---------- -------- ----------- ------------ -----------
BALANCE, DECEMBER 31, 1997........ 13,268,256 132,683 54,730,773 (34,659,788) 20,203,668
Proceeds from private placement
of stock, net of $58,080
financing costs.............. 1,027,027 10,270 9,431,650 -- 9,441,920
Exercise of stock options....... 31,935 319 28,652 -- 28,971
Net loss........................ -- -- -- (4,829,950) (4,829,950)
---------- -------- ----------- ------------ -----------
BALANCE, DECEMBER 31, 1998........ 14,327,218 143,272 64,191,075 (39,489,738) 24,844,609
Exercise of stock options....... 58,965 590 59,666 -- 60,256
Net loss........................ -- -- -- (4,760,315) (4,760,315)
---------- -------- ----------- ------------ -----------
BALANCE, DECEMBER 31, 1999........ 14,386,183 $143,862 $64,250,741 $(44,250,053) $20,144,550
========== ======== =========== ============ ===========
</TABLE>

See Accompanying Notes to Financial Statements

F-5
<PAGE> 62

DIACRIN, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------
1997 1998 1999
----------- ----------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss................................................ $(2,351,464) $(4,829,950) $(4,760,315)
Adjustments to reconcile net loss to net cash used in
operating activities --
Depreciation and amortization......................... 277,186 345,762 237,976
Equity in operations of joint venture................. -- 1,084,358 1,688,071
Changes in current assets and liabilities --
Interest receivable and other current assets.......... (122,649) 44,343 65,048
Accounts payable...................................... 23,248 82,696 (129,234)
Accrued expenses...................................... 487,217 185,322 (126,762)
Deferred revenue...................................... (231,788) (48,201) 99,872
----------- ----------- -----------
Net cash used in operating activities.............. (1,918,250) (3,135,670) (2,925,344)
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Decrease (increase) in short-term investments......... 255,409 (12,670,294) 2,088,140
Purchases of property and equipment, net.............. (794,440) (76,386) (26,019)
(Increase) decrease in long-term investments.......... (413,414) 7,726,279 (39,074)
Investment in joint venture........................... -- (1,911,216) (2,669,384)
Return of capital for services provided on behalf of
joint venture...................................... -- 912,843 990,282
----------- ----------- -----------
Net cash (used in) provided by investing
activities....................................... (952,445) (6,018,774) 343,945
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from sale of common stock and warrants... 118,048 9,470,891 60,256
Proceeds from term loan............................... 650,000 -- --
Principal payments on long-term debt.................. (190,286) (337,170) (279,910)
----------- ----------- -----------
Net cash provided by (used in) financing
activities....................................... 577,762 9,133,721 (219,654)
----------- ----------- -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS............... (2,292,933) (20,723) (2,801,053)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR............ 7,308,710 5,015,777 4,995,054
----------- ----------- -----------
CASH AND CASH EQUIVALENTS, END OF YEAR.................. $ 5,015,777 $ 4,995,054 $ 2,194,001
=========== =========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest................................ $ 71,943 $ 111,405 $ 49,743
=========== =========== ===========
</TABLE>

See Accompanying Notes to Financial Statements

F-6
<PAGE> 63

DIACRIN, INC.

NOTES TO FINANCIAL STATEMENTS

(1) OPERATIONS AND BASIS OF PRESENTATION

Diacrin, Inc. (the "Company") was incorporated on October 10, 1989 and is
developing cell transplantation technology for the treatment of human diseases
that are characterized by cell dysfunction or cell death and for which current
therapies are either inadequate or nonexistent.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A) DEPRECIATION AND AMORTIZATION

The Company provides for depreciation using the straight-line method by
charging to operations amounts estimated to allocate the cost of these assets
over a five-year life. Amortization of equipment under capital leases and
leasehold improvements is computed using the straight-line method over the
shorter of the estimated useful life of the asset or the lease term.

(B) RESEARCH AND DEVELOPMENT

Collaborative revenue under the joint venture agreement with Genzyme
Corporation (see Note 4) and revenues from research grants are recognized as
work is performed. Collaborative revenue under the joint venture agreement is
recognized as revenue to the extent that the Company's research and development
costs are funded by Genzyme through the joint venture. The Company receives
non-refundable monthly advances from the joint venture. Deferred revenue
represents amounts received prior to recognition of revenue. Research and
development costs are expensed as incurred.

The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 109, Accounting for Income Taxes. At
December 31, 1999, the Company has a net operating loss carryforward for federal
income tax purposes of approximately $45,259,000. The difference from losses
reported for financial reporting purposes relates primarily to expenses
reflected in the financial statements not yet deductible for tax purposes. The
net operating loss carryforwards expire commencing in the year 2005 and are
subject to review and possible adjustment by the Internal Revenue Service. Net
operating loss and tax credit carryforwards may be limited in the event of
certain changes in the ownership interests of significant shareholders. The
Company believes issuance of the convertible notes payable in May 1995, as well
as the initial public offering in February 1996, caused a change in ownership,
as defined by the Tax Reform Act of 1986. The Company does not believe that such
ownership changes will significantly impact the Company's ability to utilize the
net operating loss and tax credit carryforwards as of the date of such ownership
changes. Ownership changes in future periods may limit the Company's ability to
utilize net operating loss and tax credit carryforwards.

F-7
<PAGE> 64
DIACRIN, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

The components of the net deferred tax assets are approximately as follows:

<TABLE>
<CAPTION>
1998 1999
------------ ------------
<S> <C> <C>
Loss carryforwards................................. $ 15,546,000 $ 16,403,000
Credit carryforwards............................... 2,684,000 3,815,000
Other temporary differences........................ 15,000 10,000
------------ ------------
Total deferred tax assets.......................... 18,245,000 20,228,000
Less -- valuation allowance........................ (18,245,000) (20,228,000)
------------ ------------
Net deferred tax asset............................. $ -- $ --
============ ============
</TABLE>

A valuation allowance has been provided as it is uncertain if the Company
will realize the deferred tax assets. The change in the total valuation
allowance during the year ended December 31, 1999 was an increase of
approximately $1,983,000 and relates to the increase in the deferred tax assets
as a result of the net operating loss and tax credits generated during 1999.

(D) NET LOSS PER COMMON SHARE

In accordance with Statement of SFAS No. 128, Earnings per Share, basic and
diluted net loss per share is calculated by dividing the net loss by the
weighted average number of common shares outstanding for all periods presented.
Diluted weighted average shares outstanding for all periods presented exclude
the potential common shares from stock options and warrants of 3,901,798,
4,000,738 and 4,111,523 at December 31, 1997, 1998 and 1999, respectively,
because to include such shares would have been antidilutive.

(E) USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of expenses during the
reporting period. Actual results could differ from those estimates.

(F) NEW ACCOUNTING STANDARDS

In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities. The statement is effective for the year
ended December 31, 2000. SFAS No. 133 establishes accounting and reporting
standards for derivative instruments including certain derivative instruments
embedded in other contracts (collectively referred to as derivatives) and for
hedging activities. The Company does not expect adoption of this statement to
have a material impact on the Company's financial statements.

(3) PRIVATE PLACEMENT OF COMMON STOCK

In February 1998, the Company completed a private placement of 1,027,027
shares of its common stock for $9.25 per share for net proceeds of approximately
$9.44 million.

F-8
<PAGE> 65
DIACRIN, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

(4) JOINT VENTURE AGREEMENT

In September 1996, the Company and Genzyme Corporation ("Genzyme") formed a
joint venture to develop and commercialize the Company's NeuroCell-PD and
NeuroCell-HD products for transplantation into people with advanced Parkinson's
disease and Huntington's disease, respectively. Under the terms of the joint
venture agreement, which was effective October 1, 1996, Genzyme agreed to
provide 100% of the first $10 million in funding and 75% of the following $40
million in funding for the two products. All costs incurred in excess of $50
million will be shared equally between Genzyme and the Company in accordance
with the terms of the agreement. Any profits of the joint venture will be shared
equally by the two parties.

Genzyme agreed to make financing available to Diacrin from and after the
date that Genzyme provides the initial $10 million of funding to the joint
venture. Genzyme agreed to make available to Diacrin an unsecured, subordinated
line of credit of up to an aggregate amount of $10 million. Diacrin may draw on
the line only in the event that Diacrin's cash and cash equivalents are
insufficient to fund Diacrin's budgeted operations for a specified period of
time, and the funds may be used by Diacrin only to fund capital contributions to
the joint venture. The line will be available through the date five years after
the date Diacrin first draws on the line, and all outstanding principal and
interest will be due on that fifth anniversary. Advances will be
interest-bearing, evidenced by a promissory note and subject to other
considerations; and the aggregate amount of draws in any calendar year may not
exceed $5 million. Diacrin did not make any draws on the line through December
31, 1999.

During the year ended December 31, 1997, the Company received $4,557,252
under the agreement and $4,763,270 was recognized as revenue. In addition,
$25,770 of capital equipment was acquired on behalf of the joint venture for
which the Company was reimbursed. At December 31, 1997, $387,056 of total
amounts received were recorded as deferred revenue. During the year ended
December 31, 1998, the Company received $4,499,000, of which $3,623,249 was
recognized as revenue, $11,110 reimbursed the Company for capital equipment
acquired on behalf of the joint venture and $338,855 was recorded as deferred
revenue. In addition, the Company made $1,911,216 in contributions to the joint
venture, of which $912,843 was returned to the Company for services provided on
behalf of the joint venture, and at December 31, 1998, the Company had accrued
$180,493 in costs incurred by Genzyme on behalf of the joint venture that were
funded in 1999. During the year ended December 31, 1999, the Company received
$4,061,000, of which $2,970,846 was recognized as revenue and $438,727 has been
recorded as deferred revenue. In addition, the Company made $2,669,384 in
contributions to the joint venture, of which $990,282 was returned to the
Company for services it provided on behalf of the joint venture, and at December
31, 1999, the Company had accrued $198,684 in costs incurred by Genzyme on
behalf of the joint venture that will be funded in 2000.

The Company accounts for its investment in the joint venture using the
equity method. Through December 31, 1997, the Company had not made any capital
contributions to the joint venture. In 1998, the Company began recognizing an
expense related to costs incurred by Genzyme on behalf of the joint venture that
are funded by the Company. The Company has performed research and development on
behalf of the joint venture and has recognized revenues to the extent these
costs were funded by Genzyme. Genzyme's President and Chief Executive Officer is
a director of the Company.

F-9
<PAGE> 66
DIACRIN, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

(5) CASH EQUIVALENTS AND INVESTMENTS

The Company's cash equivalents and investments are classified as
held-to-maturity and are carried at amortized cost, which approximates market
value. Cash equivalents, short-term investments and long-term investments have
maturities of less than three months, less than one year and greater than one
year, respectively. Cash and cash equivalents, short-term investments and
long-term investments at December 31, 1998 and 1999 consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------
1998 1999
----------- -----------
<S> <C> <C>
Cash and cash equivalents --
Cash............................................... $ 576 $ 738
Money market mutual fund........................... 4,994,478 2,193,263
----------- -----------
$ 4,995,054 $ 2,194,001
=========== ===========
Short-term investments --
Corporate notes (remaining avg. maturity of 7 mos.
at December 31, 1999)........................... $18,670,392 $11,826,917
Commercial paper (remaining avg. maturity of 2 mos.
at December 31, 1999)........................... -- 4,755,335
----------- -----------
$18,670,392 $16,582,252
=========== ===========
Long-term investments --
Corporate notes (remaining avg. maturity of 13 mos.
at December 31, 1999)........................... $ 2,605,010 $ 2,644,084
=========== ===========
</TABLE>

(6) ACCRUED EXPENSES

Accrued expenses consisted of the following at December 31, 1998 and 1999:

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1998 1999
---------- ----------
<S> <C> <C>
Accrued clinical trials costs.......................... $ 595,030 $ 607,561
Accrued contract research costs........................ 239,034 43,244
Accrued professional fees.............................. 131,805 298,891
Accrued payroll........................................ 164,574 158,584
Accrued other.......................................... 229,539 143,130
---------- ----------
Total............................................. $1,359,982 $1,251,410
========== ==========
</TABLE>

F-10
<PAGE> 67
DIACRIN, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

(7) LONG-TERM DEBT AND OBLIGATIONS UNDER CAPITAL LEASES

(A) TERM LOAN

In November 1997, the Company entered into an unsecured term loan agreement
with a bank whereby the bank loaned the Company $650,000 to construct a pilot
manufacturing facility. Interest accrues at the Prime Rate plus one-half of one
percent (9.00% at December 31, 1999) and is payable monthly in arrears. The loan
is payable in sixty monthly principal installments of $10,833 commencing
December 1, 1997 and may be prepaid without penalty. The Company is required to
comply with covenants, including certain financial ratios and unencumbered cash
balances of not less than $1 million. As of December 31, 1999, the Company was
in compliance with all covenants. Principal payments on the loan for each of the
next three years will be $130,000, $130,000 and $119,167.

(B) CAPITAL LEASES

The Company has entered into a capital lease for certain laboratory
equipment. As of December 31, 1999, the Company's future minimum payments under
the capital lease agreement aggregated approximately $13,000.

(8) STOCKHOLDERS' EQUITY (DEFICIT)

(A) PREFERRED STOCK

The Company has authorized 5,000,000 shares of undesignated preferred
stock. The Company's Board of Directors is authorized, subject to any
limitations prescribed by law and without further stockholder approval, to issue
from time to time up to 5,000,000 shares of preferred stock in one or more
series. Each such series of preferred stock shall have such number of shares,
designations, preferences, voting powers, qualifications and rights or
privileges as shall be determined by the Board of Directors.

(B) WARRANTS

In February 1996, the Company issued redeemable warrants in connection with
the Company's initial public offering to purchase 2,875,000 shares of common
stock at an exercise price of $16 per share, subject to certain adjustments. The
warrants became exercisable on August 12, 1996 and expire on the earlier to
occur of redemption of the warrants by the Company, which option the Company may
exercise (at a price of $.01 per warrant) if the average closing price of the
common stock for any 20-consecutive-day trading period exceeds 150% of the
exercise price of the warrants, or December 31, 2000. All warrants were
outstanding at December 31, 1999.

(9) COMMON STOCK OPTIONS

The Company has adopted the 1990 Stock Option Plan (the "1990 Plan") under
which the Board of Directors is authorized to grant incentive stock options,
non-qualified stock options and stock appreciation rights to employees,
directors and consultants of the Company for up to 800,000 shares of the
Company's common stock. All options granted have 10-year terms, and the majority
vest in equal annual installments of 25% over four years of continued service
from the date of hire or

F-11
<PAGE> 68
DIACRIN, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

grant. As of December 31, 1999, there were options to purchase 80,795 shares of
common stock available for future grant under the 1990 Plan.

In July 1994, the stockholders approved the 1994 Directors' Stock Option
Plan (the "Director Plan") which automatically grants an option to each eligible
outside director of the Company for the purchase of 7,500 shares of common stock
at an exercise price of the then fair market value. Each option granted under
the Director Plan has a 10-year term and may be exercised on a cumulative basis
as to 25% of the shares on the first anniversary of the date of grant and an
additional 25% at the end of each one-year period thereafter. In December 1996,
the Board of Directors amended the Director Plan to automatically grant 15,000
options to each new eligible outside director. The Company has reserved 30,000
shares for issuance under this plan. As of December 31, 1999, there were 28,125
options outstanding under the Director Plan at a weighted average exercise price
of $10.38 per share. As of December 31, 1999, there were no options available
for grant under the Director Plan.

In June 1997, the stockholders approved the 1997 Stock Option Plan (the
"1997 Plan") under which the Board of Directors is authorized to grant incentive
stock options and non-qualified stock options to employees, directors and
consultants of the Company for up to 1,200,000 shares of the Company's common
stock. All options granted have 10-year terms, and vest in equal annual
installments of 25% over four years of continued service from the date of hire
or grant. As of December 31, 1999, options to purchase 729,125 shares of common
stock were available for future grant under the 1997 Plan.

The following table summarizes incentive and non-qualified stock option
activity, exclusive of the warrants discussed in Note 8(b):

<TABLE>
<CAPTION>
NUMBER OF WEIGHTED AVERAGE
OPTIONS EXERCISE PRICE
--------- ----------------
<S> <C> <C>
Balance, December 31, 1996........................... 974,495 $ 3.44
Options granted................................. 209,250 11.01
Options exercised............................... (78,697) 1.50
Options canceled................................ (78,250) 9.33
---------

Balance, December 31, 1997........................... 1,026,798 4.69
Options granted................................. 189,250 6.43
Options exercised............................... (31,935) .91
Options canceled................................ (58,375) 9.18
---------

Balance, December 31, 1998........................... 1,125,738 4.87
Options granted................................. 183,500 5.97
Options exercised............................... (58,965) 1.02
Options canceled................................ (13,750) 11.20
---------

Balance, December 31, 1999........................... 1,236,523 5.14
=========
</TABLE>

F-12
<PAGE> 69
DIACRIN, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

<TABLE>
<CAPTION>
NUMBER OF WEIGHTED AVERAGE
OPTIONS EXERCISE PRICE
--------- ----------------
<S> <C> <C>
Exercisable, December 31, 1999....................... 822,332 4.15
=========
Exercisable, December 31, 1998....................... 735,609 3.31
=========
Exercisable, December 31, 1997....................... 672,220 2.77
=========
</TABLE>

All options have been granted at the fair market value of the Company's
common stock on the date of grant.

The following table summarizes certain information about options
outstanding and exercisable at December 31, 1999:

<TABLE>
<CAPTION>
OPTIONS OUTSTANDING
- ---------------------------------------------------------------------------------------
RANGE OF NUMBER OUTSTANDING AT WEIGHTED AVERAGE WEIGHTED AVERAGE
EXERCISE PRICES DECEMBER 31, 1999 REMAINING CONTRACTUAL LIFE EXERCISE PRICE
- --------------- --------------------- -------------------------- ----------------
<S> <C> <C> <C>
$1.22 to $2.50 591,273 4.35 $ 2.10
$4.50 to $7.50 373,500 9.20 $ 6.08
$8.00 to $12.00 271,750 7.44 $10.40
---------
1,236,523
=========
</TABLE>

<TABLE>
<CAPTION>
OPTIONS EXERCISABLE
- ----------------------------------------------------------
RANGE OF NUMBER EXERCISABLE AT WEIGHTED AVERAGE
EXERCISE PRICES DECEMBER 31, 1999 EXERCISE PRICE
- --------------- --------------------- ----------------
<S> <C> <C>
$1.22 to $2.50 591,273 $ 2.10
$4.50 to $7.50 52,873 $ 6.41
$8.00 to $12.00 178,186 $10.27
-------
822,332
=======
</TABLE>

The Company has adopted SFAS No. 123, Accounting for Stock-Based
Compensation. As permitted by SFAS No. 123, the Company has continued to account
for employee and director stock options in accordance with Accounting Principles
Board Opinion No. 25, Accounting for Stock Issued to Employees, and has included
the proforma disclosure required by SFAS No. 123 for all periods presented.

Pro forma information regarding net income and earnings per share is
required by SFAS No. 123, and has been determined as if the Company had
accounted for its employee and director stock options under the fair value
method of SFAS No. 123. The fair-value for these options was estimated at the
date of grant using a Black-Scholes option pricing model with the following
assumptions for 1997, 1998 and 1999: risk-free interest rates of 5.5%, 5.5% and
6.0%, respectively; dividend yield of 0% for all years; volatility factor of the
expected market price of the Company's common stock of 70% for 1997 and 1998,
and 95% for 1999 and a weighted-average expected life of the options of 7.5
years for all years.

F-13
<PAGE> 70
DIACRIN, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

For purposes of pro forma disclosure, the estimated fair value of the
options is amortized to expense over the options' vesting period. The aggregate
fair value of options granted in 1997, 1998 and 1999 was approximately $689,000,
$886,000 and $912,000, respectively. The Company's pro forma information
follows:

<TABLE>
<CAPTION>
1997 1998 1999
----------- ----------- ----------
<S> <C> <C> <C> <C>
Net loss..................... As reported $(2,351,464) $(4,829,950) (4,760,315)
Pro forma (2,833,712) (5,644,899) (5,796,810)
Basic and diluted net loss
per share:................. As reported (.18) (.34) (.33)
Pro forma (.21) (.40) (.40)
</TABLE>

(10) FACILITY LEASE

During 1991, the Company entered into a ten-year operating lease for a
facility. Minimum rental payments under the lease are as follows:

<TABLE>
<CAPTION>
RENTAL
COMMITMENT
----------
<S> <C>
2000........................................................ 710,000
2001........................................................ 533,000
----------
$1,243,000
==========
</TABLE>

Total rent expense for the years ended December 31, 1997, 1998 and 1999 was
approximately $761,000, $771,000 and $761,000, respectively.

F-14
<PAGE> 71

REPORT OF INDEPENDENT ACCOUNTANTS

To the Steering Committee of
Diacrin/Genzyme LLC:

In our opinion, the accompanying balance sheets and the related statements
of operations, of cash flows and changes in venturers' capital (deficit) present
fairly, in all material respects, the financial position of Diacrin/Genzyme LLC
(a development stage enterprise) at December 31, 1999 and 1998, and the results
of its operations and its cash flows for the years ended December 31, 1999 and
1998, and the period from October 1, 1996 (date of inception) to December 31,
1999, in conformity with accounting principles generally accepted in the United
States. These financial statements are the responsibility of the Steering
Committee of the Joint Venture; our responsibility is to express an opinion on
these financial statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.

PricewaterhouseCoopers LLP

Boston, Massachusetts
February 14, 2000

F-15
<PAGE> 72

DIACRIN/GENZYME LLC
(A DEVELOPMENT STAGE ENTERPRISE)

BALANCE SHEETS
DECEMBER 31, 1998 AND 1999

<TABLE>
<CAPTION>
1998 1999
--------- ---------
<S> <C> <C>
ASSETS
Current assets:
Cash...................................................... $ 4,908 $ 9,531
Prepaid to Diacrin, Inc. (Note C)......................... 346,925 433,712
Other current assets...................................... 11,899 --
--------- ---------
Total current assets................................... 363,732 443,243
Property and equipment, net (Note D)........................ 220,164 192,054
--------- ---------
Total assets........................................... $ 583,896 $ 635,297
========= =========
LIABILITIES AND VENTURERS' CAPITAL (DEFICIT)
Payable to Genzyme Corporation (Note C)..................... $ 885,161 $ 948,088
Accrued expenses............................................ -- 24,353
--------- ---------
Total liabilities...................................... 885,161 972,441
Commitments and contingencies (Note C)
Venturers' capital (deficit) (including deficit accumulated
during the development stage of $28,660,143):
Venturer's capital -- Genzyme Corporation................. (223,823) (250,733)
Venturer's capital -- Diacrin, Inc........................ (77,442) (86,411)
--------- ---------
Total Venturers' capital (deficit)..................... (301,265) (337,144)
--------- ---------
Total liabilities and Venturers' capital (deficit)..... $ 583,896 $ 635,297
========= =========
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-16
<PAGE> 73

DIACRIN/GENZYME LLC
(A DEVELOPMENT STAGE ENTERPRISE)

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
FOR THE PERIOD
FROM
FOR THE YEAR ENDED OCTOBER 1, 1996
DECEMBER 31, (DATE OF INCEPTION)
--------------------------- TO DECEMBER 31,
1998 1999 1999
----------- ------------ -------------------
<S> <C> <C> <C>
Operating costs and expenses:
Research and development -- Genzyme
Corporation.......................... $ 4,985,391 $ 6,677,683 $ 14,166,754
Research and development -- Diacrin,
Inc.................................. 4,549,000 3,961,129 14,310,527
General and administrative.............. 60,955 79,337 187,640
----------- ------------ ------------
Total operating costs and expenses... 9,595,346 10,718,189 28,664,921
Other income:
Interest income......................... -- 4,778 4,778
----------- ------------ ------------
Net loss............................. $(9,595,346) $(10,713,411) $(28,660,143)
=========== ============ ============
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-17
<PAGE> 74

DIACRIN/GENZYME LLC
(A DEVELOPMENT STAGE ENTERPRISE)

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE PERIOD
FROM
FOR THE YEAR ENDED OCTOBER 1, 1996
DECEMBER 31, (DATE OF INCEPTION)
--------------------------- TO DECEMBER 31,
1998 1999 1999
----------- ------------ -------------------
<S> <C> <C> <C>
Operating activities:
Net loss................................ $(9,595,346) $(10,713,411) $(28,660,143)
Reconciliation of net loss to net cash
used by operating activities:
Depreciation............................ 37,625 48,221 107,439
Increase (decrease) in cash from working
capital changes:
Prepaid to Diacrin, Inc.............. 50,000 (86,787) (433,712)
Payable to Genzyme Corporation....... 667,505 62,927 948,088
Other current assets................. (649) 11,899 --
Accrued expenses..................... -- 24,353 24,353
----------- ------------ ------------
Net cash used by operating activities..... (8,840,865) (10,652,798) (28,013,975)
Investing activities:
Acquisition of property and equipment... (78,191) (20,111) (299,493)
Financing activities:
Capital contributed by Genzyme
Corporation.......................... 7,004,722 8,008,148 23,744,374
Capital contributed by Diacrin, Inc. ... 1,909,241 2,669,384 4,578,625
----------- ------------ ------------
Net cash provided by financing
activities.............................. 8,913,963 10,677,532 28,322,999
----------- ------------ ------------
Increase (decrease) in cash............... (5,093) 4,623 9,531
Cash at beginning of period............... 10,001 4,908 --
----------- ------------ ------------
Cash at end of period..................... $ 4,908 $ 9,531 $ 9,531
=========== ============ ============
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-18
<PAGE> 75

DIACRIN/GENZYME LLC
(A DEVELOPMENT STAGE ENTERPRISE)

STATEMENTS OF CHANGES IN VENTURERS' CAPITAL (DEFICIT)
FOR THE PERIOD FROM OCTOBER 1, 1996
(DATE OF INCEPTION) TO DECEMBER 31, 1999

<TABLE>
<CAPTION>
TOTAL
GENZYME VENTURERS'
CORPORATION DIACRIN, INC. CAPITAL/(DEFICIT)
----------- ------------- -----------------
<S> <C> <C> <C>
1996 capital contributions................... $ 1,911,968 $ -- $ 1,911,968
1996 net loss................................ (1,542,374) -- (1,542,374)
----------- ----------- ------------
Balance at December 31, 1996................. 369,594 -- 369,594
1997 capital contributions................... 6,819,536 -- 6,819,536
1997 net loss................................ (6,809,012) -- (6,809,012)
----------- ----------- ------------
Balance at December 31, 1997................. 380,118 -- 380,118
1998 capital contributions................... 7,004,722 1,909,241 8,913,963
1998 net loss................................ (7,608,663) (1,986,683) (9,595,346)
----------- ----------- ------------
Balance at December 31, 1998................. (223,823) (77,442) (301,265)
1999 capital contributions................... 8,008,148 2,669,384 10,677,532
1999 net loss................................ (8,035,058) (2,678,353) (10,713,411)
----------- ----------- ------------
Balance at December 31, 1999................. $ (250,733) $ (86,411) $ (337,144)
=========== =========== ============
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-19
<PAGE> 76

DIACRIN/GENZYME LLC
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

A. NATURE OF BUSINESS AND ORGANIZATION

On October 1, 1996, Diacrin/Genzyme LLC ("the Joint Venture") was
established as a joint venture between Genzyme Corporation ("Genzyme") and
Diacrin, Inc. ("Diacrin") (collectively, the "Venturers"), to develop and
commercialize products and processes for use in the treatment of Parkinson's
disease and Huntington's disease in humans using porcine fetal cells. Genzyme
originally allocated the Joint Venture to the Genzyme Tissue Repair Division
("GTR"). Effective May 27, 1999, Genzyme's interest in the Joint Venture was
transferred from GTR to the Genzyme General Division ("GGD"). Under the terms of
the Collaboration Agreement among Diacrin, Genzyme and the Joint Venture (the
"Collaboration Agreement"), all funding is provided by the Venturers, and all
payments for work performed are made to the Venturers. Genzyme provided the
initial $10.0 million of the funding requirements, and the next $40.0 million of
the funding requirements are to be provided 75% by Genzyme and 25% by Diacrin.
After $50.0 million has been funded, any additional funding will be provided
equally by the Venturers. Funding is provided on a monthly basis. Either
Venturer may terminate the Collaboration Agreement of the Joint Venture for any
reason upon one hundred eighty (180) days notice to the other Venturer, during
which 180-day period the obligations of the Venturers, including without
limitation obligations with respect to capital contributions, will continue in
full force and effect. Losses from the Joint Venture will be shared in
proportion to the capital contributions of each Venturer. Profits from the Joint
Venture will be shared equally by the Venturers. The amounts funded to the Joint
Venture by the Venturers are paid by the Joint Venture to the Venturers based
upon the dollar amount of work, at defined cost, that each Venturer performs
toward the Joint Venture. All general and administrative expenses recorded on
the statements of operations are for costs incurred by and reimbursed to the
Venturers. See also Note C.

The Steering Committee of the Joint Venture is comprised of representatives
of each Venturer. The Steering Committee is responsible for approving the budget
of the Joint Venture, reviewing costs incurred by the Venturers and monitoring
the scientific progress of the Joint Venture.

The intangible assets or technological know-how contributed by Diacrin to
the Joint Venture is not included as an asset in these financial statements,
because generally accepted accounting principles require that an asset be
recorded at their book value. The book value of these assets is $0.

B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ACCOUNTING METHOD

The financial statements have been prepared under the accrual method of
accounting in conformity with accounting principles generally accepted in the
United States.

FISCAL YEAR-END

The Venturers have determined that the fiscal year-end of the Joint Venture
is December 31.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make certain estimates and
assumptions that affect the reported

F-20
<PAGE> 77
DIACRIN/GENZYME LLC
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reported period. Actual results could differ
from those estimates.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents, consisting principally of money market funds and
municipal notes purchased with initial maturities of three months or less, are
valued at cost plus accrued interest, which approximates market.

PROPERTY AND EQUIPMENT

Depreciation expense is computed on a straight-line basis over the useful
life of the property and equipment (3 to 7 years), and over the lesser of the
life of the lease or the life of the leasehold improvement. When assets are
retired or otherwise disposed of, the assets and the related accumulated
depreciation are removed from the accounts and any resulting gains or losses are
included in the results of operations.

RESEARCH AND DEVELOPMENT EXPENSES

Research and development costs are expensed as incurred. The research and
development efforts are being conducted by the Venturers. The costs incurred by
these related parties, which are subject to an annual budget approved by the
Joint Venture's Steering Committee, are then charged to the Joint Venture, at a
defined cost, or at amounts agreed to by the Venturers.

INCOME TAXES

The Joint Venture is organized as a pass-through entity; accordingly, the
financial statements do not include a provision for income taxes. Taxes, if any,
are the liability of Genzyme and Diacrin, as Venturers.

UNCERTAINTIES

The Joint Venture is subject to risks common to companies in the
biotechnology industry, including but not limited to, development by its
competitors of new technological innovations, protection of proprietary
technology, health care cost containment initiatives, product liability and
compliance with government regulations, including those of the United States
Department of Health and Human Services and the United States Food and Drug
Administration.

C. AGREEMENTS WITH VENTURERS

FUNDING

Genzyme agreed to make financing available to Diacrin from and after the
date that Genzyme provides the initial $10.0 million of funding to the Joint
Venture. Genzyme agreed to make available to Diacrin an unsecured, subordinated
line of credit (the "Line") of up to an aggregate amount of $10.0 million.
Diacrin may draw on the Line only in the event that Diacrin's cash and cash

F-21
<PAGE> 78
DIACRIN/GENZYME LLC
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

equivalents are insufficient to fund Diacrin's budgeted operations for a
specified period of time, and the funds may be used by Diacrin only to fund
capital contributions to the Joint Venture. The Line will be available through
the date five years after the date Diacrin first draws on the Line, and all
outstanding principal and interest will be due on that fifth anniversary.
Advances will be interest bearing, evidenced by a promissory note and subject to
other considerations; and the aggregate amount of draws in any calendar year may
not exceed $5.0 million. As of December 31, 1999, Diacrin has not made any draws
on the Line.

During the year ended December 31, 1998, the amount of funding Genzyme
provided to the Joint Venture exceeded the initial $10.0 million of funding to
the Joint Venture. After the initial $10.0 million, Genzyme and Diacrin funded
75% and 25%, respectively.

OTHER AGREEMENTS

The amount payable to Genzyme for research and development will be settled
by cash payment and represents costs incurred by Genzyme that are reimbursable
under the Collaboration Agreement. The amount prepaid to Diacrin is based upon
Diacrin's estimate of the work they will perform in the next month.

According to the terms of the Operating Agreement between Diacrin and
Genzyme (the "Operating Agreement"), in no event shall net loss of the Joint
Venture be allocated to a Venturer if such allocation would cause or increase a
negative balance in such Venturer's capital account. However, both Venturers had
negative capital balances at December 31, 1998 and 1999 in violation of the
Operating Agreement. Accordingly, these negative equity balances represent
receivables from the Venturers; the Venturers provided additional funding in
1999 and 2000, respectively, to pay these amounts.

Genzyme charges the Joint Venture for use of certain research and
development facilities. These charges amounted to $610,392 and $364,164 for the
years ended December 31, 1998 and 1999, respectively, and the Joint Venture
expects to incur $364,164 and $364,164 in the years ending December 31, 2000 and
2001, respectively.

F-22
<PAGE> 79
DIACRIN/GENZYME LLC
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

D. PROPERTY AND EQUIPMENT

Property and equipment is stated at cost. At December 31, 1998 and 1999,
property and equipment consisted of the following:

<TABLE>
<CAPTION>
1998 1999
-------- ---------
<S> <C> <C>
Lab equipment............................................ $166,820 $ 186,931
Computer equipment....................................... 71,991 71,991
Leasehold improvements................................... 27,608 27,608
Furniture and fixtures................................... 12,963 12,963
-------- ---------
279,382 299,493
Less: accumulated depreciation........................... (59,218) (107,439)
-------- ---------
Property and equipment, net.............................. $220,164 $ 192,054
======== =========
</TABLE>

Depreciation expense was $37,625 and $48,221 for the years ended December
31, 1998 and 1999, respectively.

F-23
<PAGE> 80

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

WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM
THAT CONTAINED IN THIS PROSPECTUS. WE ARE OFFERING TO SELL, AND SEEKING OFFERS
TO BUY, SHARES OF COMMON STOCK ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE
PERMITTED. THE INFORMATION IN THIS PROSPECTUS IS ACCURATE ONLY AS OF THE DATE OF
THIS PROSPECTUS, REGARDLESS OF THE TIME OF DELIVERY OF THIS PROSPECTUS OR OF ANY
SALE OF OUR COMMON STOCK.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary.................. 3
Risk Factors........................ 7
Cautionary Note Regarding Forward-
Looking Statements................ 17
Use of Proceeds..................... 18
Price Range of Common Stock and
Dividend Policy................... 19
Capitalization...................... 20
Selected Financial Data............. 21
Management's Discussion and Analysis
of Financial Condition and Results
of Operations..................... 22
Business............................ 27
Management.......................... 43
Principal Stockholders.............. 48
Description of Capital Stock........ 50
Underwriting........................ 53
Legal Matters....................... 55
Experts............................. 55
Where You Can Find More
Information....................... 55
Index to Consolidated Financial
Statements........................ F-1
</TABLE>

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

------------------------------------------------------
------------------------------------------------------
3,000,000 SHARES

LOGO

COMMON STOCK
------------------
PROSPECTUS
------------------
PAINEWEBBER INCORPORATED

NOMURA INTERNATIONAL
, 2000
------------------------------------------------------
------------------------------------------------------
<PAGE> 81

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the various expenses, all of which will be
borne by us, in connection with the sale and distribution of the securities
being registered, other than the underwriting discounts and commissions. All
amounts shown are estimates except for the Securities and Exchange Commission
registration fee, the NASD filing fee and the Nasdaq National Market listing
fee.

<TABLE>
<S> <C>
SEC registration fee........................................ $ 13,719
NASD filing fee............................................. 5,697
Nasdaq National Market listing fee.......................... 17,500
Blue Sky and similar fees and expenses...................... 5,000
Transfer Agent and Registrar fees........................... 5,000
Accounting fees and expenses................................ 100,000
Legal fees and expenses..................................... 175,000
Printing and mailing expenses............................... 150,000
Miscellaneous............................................... 28,084
--------
Total.................................................. $500,000
========
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the General Corporation Law of Delaware provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is or is threatened to be
made a party by reason of such position, if such person shall have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, in any criminal proceeding, if such person
had no reasonable cause to believe his conduct was unlawful; provided that, in
the case of actions brought by or in the right of the corporation, no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the adjudicating court determines that such indemnification is
proper under the circumstances

Article TENTH of the Registrant's Amended and Restated Certificate of
Incorporation provides that a director or officer of the Registrant (a) shall be
indemnified by the Registrant against all expenses (including attorney's fees),
judgments, fines and amounts paid in settlement reasonably incurred in
connection with any litigation or other legal proceeding (other than an action
by or in the right of the Registrant) brought against him by virtue of his
position as a director or officer if he acted in good faith and in a manner he
reasonable believed to be in or not opposed to the best interests of the
Registrant, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful, and (b) shall be
indemnified by the Registrant against expenses (including attorney's fees) and
amounts paid in settlement reasonably incurred in connection with any action by
or in the right of the Registrant by virtue of his position as a director or
officer of the Registrant if he acted in good faith and in a manner he
reasonably believed to be in

II-1
<PAGE> 82

or not opposed to the best interests of the Registrant, except that no
indemnification shall be made with respect to any such matter as to which such
director or officer shall have been adjudged to be liable to the Registrant,
unless and only to the extent that a court determines that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses as the
court deems proper. Notwithstanding the foregoing, to the extent that a director
or officer has been successful, on the merits or otherwise, he shall be
indemnified against all expenses (including attorney's fees) reasonably incurred
by him in connection therewith. Expenses incurred in defending a civil or
criminal action, suit or proceeding shall be advanced by the Registrant to a
director or officer, at his request, upon receipt of an undertaking by the
director or officer to repay such amount if it is ultimately determined that he
is not entitled to indemnification

Indemnification is required to be made unless the Registrant determines (in
the manner provided in its Amended and Restated Certificate of Incorporation)
that the applicable standard of conduct required for indemnification has not
been met. In the event of a determination by the Registrant that the director or
officer did not meet the applicable standard of conduct required for
indemnification, or if the Registrant fails to make an indemnification payment
within 60 days after such payment is claimed by such person, such person is
permitted to petition a court to make an independent determination as to whether
such person is entitled to indemnification. As a condition precedent to the
right of indemnification, the director or officer must give the Registrant
notice of the action for which indemnity is sought and the Registrant has the
right to participate in such action or assume the defense thereof.

Article TENTH of the Registrant's Amended and Restated Certificate of
Incorporation further provides that the indemnification provided therein is not
exclusive, and provides that in the event that the General Corporation Law of
Delaware is amended to expand the indemnification permitted to officers and
directors, the Registrant must indemnify those persons to the fullest extent
permitted by such law as so amended.

The Company has purchased a general liability insurance policy which covers
certain liabilities of directors and officers of the Company arising out of
claims based on acts or omissions in their capacity as directors or officers.

Article SIXTH of the Registrant's Amended and Restated Certificate of
Incorporation provides that, except to the extent that the General Corporation
Law of Delaware prohibits the elimination of liability of directors for breaches
of fiduciary duty, no director of the Registrant shall be personally liable to
the Registrant or its stockholders for monetary damages for any breach of
fiduciary duty as a director

The Underwriting Agreement, a form of which is filed as Exhibit 1 to this
Registration Statement on Form S-3, provides that the Underwriters are obligated
under certain circumstances to indemnify directors, officers and controlling
persons of the Registrant against certain liabilities, including liabilities
under the Securities Act of 1933, as amended. Reference is made to the form of
Underwriting Agreement.

II-2
<PAGE> 83

ITEM 16. EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<C> <S>
1** Form of Underwriting Agreement.
4.1* Specimen Certificate for shares of Common Stock, $.01 par
value, of the Registrant.
5** Opinion of Hale and Dorr LLP with respect to the validity of
the securities being offered.
23.1** Consent of Hale and Dorr LLP (included in Exhibit 5).
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of PricewaterhouseCoopers LLP.
24 Powers of Attorney (included on page II-5).
</TABLE>

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

* Incorporated herein by reference to the Registrant's Registration Statement
on Form S-2 File No. 33-80773

** To be filed by amendment.

ITEM 17. UNDERTAKINGS

ITEM 512(i) OF REGULATION S-K

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act will be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

ITEM 512(b) OF REGULATION S-K

The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the securities offered
therein and the offering of such securities at the time shall be deemed to be
the initial bona fide offering thereof.

ITEM 512(h) OF REGULATION S-K

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the indemnification provisions described herein, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for

II-3
<PAGE> 84

indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

II-4
<PAGE> 85

SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Charlestown, Massachusetts, on this 1st day of
March, 2000.

DIACRIN, INC.

By: *
---------------------------------------
Thomas H. Fraser
President and Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Diacrin, Inc., hereby
severally constitute and appoint Thomas H. Fraser, E. Michael Egan and Steven D.
Singer and each of them singly, our true and lawful attorneys with full power to
them and each of them singly, to sign for us and in our names in the capacities
indicated below, the Registration Statement on Form S-3 filed herewith and any
and all pre-effective and post-effective amendments to said Registration
Statement and any subsequent Registration Statement for the same offering which
may be filed under Rule 462(b) and generally to do all such things in our names
and on our behalf in our capacities as officers and directors to enable Diacrin,
Inc. to comply with the provisions of the Securities Act of 1933, and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto or to
any subsequent Registration Statement for the same offering which may be filed
under Rule 462(b).

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>

* President, Chief Executive March 1, 2000
- ------------------------------------------------ Officer and Director
Thomas H. Fraser (Principal Executive
Officer)

* Controller (Principal March 1, 2000
- ------------------------------------------------ Financial and Accounting
Kevin Kerrigan Officer)

* Director March 1, 2000
- ------------------------------------------------
Zola P. Horovitz

* Director March 1, 2000
- ------------------------------------------------
John W. Littlechild
</TABLE>

II-5
<PAGE> 86

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Director March 1, 2000
- ------------------------------------------------
Stelios Papadopoulos

* Director March 1, 2000
- ------------------------------------------------
Joshua Ruch

* Director March 1, 2000
- ------------------------------------------------
Henri A. Termeer

* Director March 1, 2000
- ------------------------------------------------
Christopher T. Walsh

By: /s/ STEVEN D. SINGER
-----------------------------------------------
Steven D. Singer
As Attorney-in-fact
</TABLE>

II-6
<PAGE> 87

EXHIBIT INDEX

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

* Incorporated herein by reference to the Registrant's Registration Statement
on Form S-2 File No. 33-80773

** To be filed by amendment.

<PAGE> 1

ARTHUR ANDERSEN LLP

Exhibit 23.2

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our report
dated January 12, 2000 included in the company's Form 10-K for the year ended
December 31, 1999 and to all references to our firm included in or made part of
this registration statement.

ARTHUR ANDERSEN LLP

Boston, Massachusetts
February 29, 2000

<PAGE> 1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in this Registration Statement of Diacrin, Inc. for
the Pre-Effective Amendment No. 1 to Form S-3/A (File No. 333-30968) of our
report dated February 14, 2000, relating to the financial statements of
Diacrin/Genzyme LLC, which appears in Diacrin, Inc.'s Registration Statement. We
also consent to the reference to us under the heading "Experts" in such
Registration Statement.

PricewaterhouseCoopers LLP

Boston, Massachusetts
March 1, 2000