SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
Innovir Laboratories, Inc.
(Name of Issuer)
Common Stock, par value $.013 per share
(Title of Class of Securities)
457 64Y 10 6
(CUSIP Number)
Paramount Capital Asset Management, Inc.
c/o Lindsay A. Rosenwald, M.D.
787 Seventh Avenue
New York, NY 10019
(212) 554-4300
with a copy to:
David R. Walner, Esq.
Paramount Capital Asset Management, Inc.
787 Seventh Avenue
New York, NY 10019
(212) 554-4300
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 23, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the
subject of this Statement because of Rule 13d-1(b)(3) or
(4), check the following:
_
Check the following box if a fee is being paid with this
Statement:
SCHEDULE 13D
CUSIP NO. 457 64Y 10 6
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paramount Capital Asset Management, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) _
(b) _
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO (see Item 3 below)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) _
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
None
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,500,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON
WITH 10 SHARED DISPOSITIVE POWER
2,500,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* _
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP NO. 457 64Y 10 6
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Aries Domestic Fund, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) _
(b) _
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO (see Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) _
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
None
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 750,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON
WITH 10 SHARED DISPOSITIVE POWER
750,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* _
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP NO. 457 64Y 10 6
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Aries Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) _
(b) _
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO (see Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) _
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
7 SOLE VOTING POWER
None
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,750,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,750,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,750,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* _
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
14 TYPE OF REPORTING PERSON*
OO (see Item 2)
SCHEDULE 13D
CUSIP NO. 457 64Y 10 6
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lindsay A. Rosenwald, M.D.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) _
(b) _
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO (see Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) _
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
None
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,500,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON
WITH 10 SHARED DISPOSITIVE POWER
2,500,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* _
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
14 TYPE OF REPORTING PERSON*
IN
Item 1. Security and Issuer.
(a) Common Stock, $.013 par value ("Innovir Common")
Innovir Laboratories, Inc. (the "Issuer")
510 E.73rd Street
New York, New York 10021
(212)249-4703
Item 2. Identity and Background.
Names of Persons Filing:
(a) This statement is filed on behalf of Paramount Capital Asset
Management, Inc. ("Paramount Capital"), Aries Domestic Fund, L.P.
("Aries Domestic"), The Aries Trust ("Aries Trust") and Lindsay A.
Rosenwald, M.D. ("Dr. Rosenwald") (collectively, "Reporting
Parties"). See attached Exhibit A which is a copy of their
agreement in writing to file this statement on behalf of each of
them.
(b) Paramount Capital's, Aries Domestic's and Dr. Rosenwald's business
address is 787 Seventh Avenue, New York, New York, 10019. The
business address for Aries Trust is c/o MeesPierson (Cayman)
Limited, P.O. Box 2003, British American Centre, Phase 3, Dr. Roy's
Drive, George Town, Grand Cayman.
(c) Dr. Rosenwald is an investment banker, venture capitalist and fund
manager and sole shareholder of Paramount Capital,(1) a Subchapter
S corporation incorporated in Delaware. Paramount Capital is the
General Partner of Aries Domestic,(2) a limited partnership
incorporated in Delaware. Paramount Capital is the Investment
Manager to Aries Trust,(3) a Cayman Islands Trust.
(d) Dr. Rosenwald, Paramount Capital, Aries Domestic and Aries Trust
and their respective officers, directors, general partners,
investment managers, or trustees have not, during the five years
prior to the date hereof, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
_______________________
1 Please see attached Exhibit B indicating the executive
officers and directors of Paramount Capital and providing
information called for by Items 2-6 of this statement as to
said officers and directors. Exhibit B is herein
incorporated by reference.
2 Please see attached Exhibit C indicating the general partner
of Aries Domestic and the general partner's executive
officers and directors and providing information called for
by Items 2-6 of this statement as to said general partners,
officers and directors. Exhibit C is herein incorporated by
reference.
3 Please see attached Exhibit D indicating the investment
manager of the Aries Trust and the investment manager's
executive officers and directors and providing information
called for by Items 2-6 of this statement as to said
investment manager and officers and directors. Exhibit D is
herein incorporated by reference.
(e) Dr. Rosenwald, Paramount Capital, Aries Domestic and Aries Trust
and their respective officers, directors, general partners,
investment managers, or trustees have not been, during the five
years prior to the date hereof, parties to a civil proceeding of a
judicial or administrative body of competent jurisdiction, as a
result of which such person was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or State securities laws
or finding any violation with respect to such laws.
(f) Dr. Rosenwald is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
As previously reported in the original statement (the Original
Statement ), Aries Domestic used its general funds to effect the
purchase of 1,200,000 shares of Common Stock of the Issuer,
1,200,000 Class C Warrants to purchase an equivalent number of
shares of Common Stock of the Issuer at an exercise price of $0.50,
and 600,000 Unit Purchase Options (as defined in Item 4) for an
approximate aggregate purchase price of $600,000 and Aries Trust
used its general funds to effect the purchase from the Issuer of
2,800,000 shares of the Issuer, 2,800,000 Class C Warrants to
purchase an equivalent number of shares of Common Stock of the
Issuer at an exercise price of $0.50, and 1,400,000 Unit Purchase
Options for an approximate aggregate purchase price of $1,400,000.
Pursuant to the Transaction, (as defined in Item 4), the Aries
Trust and Aries Domestic have exercised certain of their Class C
Warrants and Unit Purchase of the Issuer Options and sold some of
the Innovir Common acquired upon such exercises and previously
owned by them.
Item 4. Purpose of Transaction.
As previously reported in the Original Statement, Aries Trust and
Aries Domestic acquired shares of Common Stock and warrants to
purchase Common Stock (the "Class C Warrants") of the Issuer from
the Issuer, pursuant to a Stock and Warrant Purchase Agreement (the
"Purchase Agreement") dated August 30, 1996, a copy of which is
attached as Exhibit E and the terms of which are incorporated
herein by reference, as an investment in the Issuer. Among other
things, the Purchase Agreement entitled the Aries Trust and Aries
Domestic to designate two representatives to sit on the Issuer's
Board of Directors and required the consent of the Aries Trust and
Aries Domestic for certain extraordinary corporate transactions.
Messrs. Michael S. Weiss and Joseph E. Edelman were appointed to
the Issuer's Board of Directors as the Aries Trust and Aries
Domestic Board designees. Also pursuant to the Purchase Agreement,
Dr. Rosenwald was named as an observer of the Board.
Pursuant to the Purchase Agreement, the Aries Trust and Aries
Domestic purchased 4,000,000 Innovir shares. In addition, Class C
Warrants dated August 30, 1996 to purchase an additional 4,000,000
shares of Common Stock of the Issuer were issued by the Issuer for
the benefit of Aries Trust and Aries Domestic. In addition,
pursuant to the Purchase Agreement, Unit Purchase Options
(individually, the "UPO") dated August 30, 1996 to purchase
2,000,000 shares of Common Stock and 2,000,000 Class C Warrants
were issued by the Issuer for the benefit of Aries Trust and Aries
Domestic. Copies of the forms of the Warrant and the UPO are
attached as Exhibit F and G, respectively, hereto and is
incorporated by reference herein.
On December 23, 1996, pursuant to an Exchange Agreement by and
between Aries Trust, Aries Domestic and VIMRx Pharmaceuticals,
Inc., a Delaware corporation, ("VIMRx") dated November 21, 1996, as
amended on December 23, 1996, and as further supplemented and
amended (the "Exchange Agreement"), Aries Domestic and Aries Trust,
exercised certain of the Class C Warrants and all of the Unit
Purchase Options and transferred an aggregate of 9,500,000 shares
of Common Stock (the "Innovir Common") of Innovir Laboratories,
Inc. ("Innovir") to VIMRx in exchange for 3,000,000 shares of the
Common Stock of VIMRx (the "VIMRx Common")and $3,000,000 in cash
(the "Transaction"). Of the aggregate 3,000,000 shares of VIMRx
Common received by Aries Trust and Aries Domestic, Aries Domestic
received 900,000 shares and the Aries Trust received 2,100,000
shares.
Specifically, pursuant to the Exchange Agreement, Aries Domestic
and Aries Trust exercised (a) 2,000,000 Unit Purchase Options at an
exercise price of $0.50 per Unit Purchase Option (600,000 of which
Unit Purchase Options were owned by Aries Domestic and 1,400,000 of
which Unit Purchase Options were owned by Aries Trust) to acquire
(i) 2,000,000 shares of Innovir Common and (ii) 2,000,000 Class C
Warrants (600,000 of which shares of Innovir Common and Class C
Warrants were owned by Aries Domestic and 1,400,000 of which shares
of Innovir Common and Class C Warrants were owned by Aries Trust)
and (b) 4,000,000 Class C Warrants to purchase 4,000,000 shares of
Innovir Common at an exercise price of $0.50. As a result of the
foregoing, the Aries Trust and Aries Domestic owned in the
aggregate 10,000,000 shares of Innovir Common upon the foregoing
exercise and 2,000,000 Innovir Class C Warrants. Pursuant to the
Exchange Agreement, Aries Trust and Aries Domestic then transferred
an aggregate 9,500,0000 of the shares of Innovir Common to the
Issuer in exchange for the 3,000,000 shares of VIMRx Common. In
connection with the Transaction, the Aries Domestic and Aries Trust
incurred exercise price costs of $3,000,000 in exercising the Class
C Warrants and Unit Purchase Options, which, pursuant to the
Exchange Agreement, was paid by the VMRx in consideration of the
amounts owed by VMRx to the Aries Domestic and Aries Trust in
connection with the Transaction directly to Innovir and credited to
Aries Trust and Aries Domestic by the Issuer as payment in full of
the $3,000,000 aggregate exercise price.
In connection with the Transaction, Aries Domestic and Aries Trust
granted to VIMRx a three year proxy to vote their shares of Innovir
Common. Additionally, Messrs. Michael S. Weiss and Joseph E.
Edelman resigned as members of the Board of Directors of the
Issuer.
Except as indicated in this Schedule 13D, the Reporting Parties
currently have no plans or proposals that relate to or would result
in any of the matters described in subparagraphs (a) through (j) of
Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As of December 23, 1996, Dr. Rosenwald and Paramount Capital,
through acquisition of the shares by the Aries Trust and Aries
Domestic, beneficially owned 2,500,000 shares or 9.3% of the
Issuer's securities and Aries Domestic and the Aries Trust
beneficially owned as follows:
Amount Owned
Aries Domestic 750,000 Shares
Aries Trust 1,750,000 Shares
(b) Dr. Rosenwald and Paramount Capital share the power to vote or
to direct the vote, to dispose or to direct the disposition of
those shares owned by each of Aries Domestic and Aries Trust.
In addition, as set forth in Item 4 above, Aries Domestic and
Aries Trust have granted to VIMRx a three year proxy to vote
their shares of Innovir Common.
(c) Other than as set forth in this Schedule 13D, the Reporting
Parties have not engaged in any transactions in the Common
Stock of the Issuer.
(d) & (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with respect to Securities of the Issuer
Paramount Capital is the investment manager of the Aries Trust and
the General Partner of Aries Domestic and in such capacities has
the authority to make certain investment decisions on behalf of
such entities, including decisions relating to the securities of
the Issuer. In connection with its investment management duties,
Paramount Capital receives certain management fees and performance
allocations from the Aries Trust and Aries Domestic. Dr. Rosenwald
is the sole shareholder of Paramount Capital. In addition, as set
forth in Item 4 above, Aries Domestic and Aries Trust have granted
to VIMRx a three year proxy to vote their shares of Innovir Common.
Dr. Rosenwald is a member of the Board of Directors of VMRx.
Except as indicated in this 13D and the attached exhibits, there is
no contract, arrangement, understanding or relationship between the
Reporting Parties and any other person, with respect to any
securities of the Issuer.
Item 7. Material to be Filed as Exhibits:
Exhibit A - Copy of an Agreement between Dr. Rosenwald, Paramount Capital,
Aries Domestic and Aries Trust to file this Statement on
Schedule 13D on behalf of each of them.
Exhibit B - List of executive officers and directors of Paramount Capital
and information called for by Items 2-6 of this statement
relating to said officers and directors.
Exhibit C - List of executive officers and directors of Aries Domestic and
information called for by Items 2-6 of this statement relating
to said officers and directors.
Exhibit D - List of executive officers and directors of Aries Trust and
information called for by Items 2-6 of this statement relating
to said officers and directors.
Exhibit E - Form of Irrevocable Proxy
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
PARAMOUNT CAPITAL ASSET MANAGEMENT, INC.
Dated: December 23, 1996
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
Lindsay A. Rosenwald, M.D.
President
ARIES DOMESTIC FUND, L.P.
By Paramount Capital Asset Management, Inc.
General Partner
Dated: December 23, 1996
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
Lindsay A. Rosenwald, M.D.
President
THE ARIES TRUST
By Paramount Capital Asset Management, Inc.
Investment Manager
Dated: December 23, 1996
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
Lindsay A. Rosenwald, M.D.
President
Dated: December 23, 1996
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
Lindsay A. Rosenwald, M.D.
EXHIBIT A
AGREEMENT
JOINT FILING OF SCHEDULE 13D
The undersigned hereby agrees to jointly prepare and file with
regulatory authorities a Schedule 13D and any future amendments thereto
reporting each of the undersigned's ownership of securities of Innovir
Laboratories, Inc. and hereby affirm that such Schedule 13D is being filed on
behalf of each of the undersigned.
PARAMOUNT CAPITAL ASSET MANAGEMENT, INC.
Dated: December 23, 1996
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
Lindsay A. Rosenwald, M.D.
President
ARIES DOMESTIC FUND, L.P.
By Paramount Capital Asset Management, Inc.
General Partner
Dated: December 23, 1996
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
Lindsay A. Rosenwald, M.D.
President
THE ARIES TRUST
By Paramount Capital Asset Management, Inc.
Investment Manager
Dated: December 23, 1996
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
Lindsay A. Rosenwald, M.D.
President
Dated: December 23, 1996
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
Lindsay A. Rosenwald, M.D.
EXHIBIT B
The name and principal occupation or employment, which in each instance
is with Paramount Capital Asset Management, Inc. ("Paramount Capital")
located at 787 Seventh Avenue, New York, New York, 10019, of each executive
officer and director of Paramount Capital is as follows:
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT
Lindsay A. Rosenwald, M.D. Chairman of the Board, President of
Paramount Capital Asset Management,
Inc., Paramount Capital Investments, LLC and
Paramount Capital, Inc.
Peter Morgan Kash Director of Paramount Capital Asset
Management, Inc. Senior Managing Director,
Paramount Capital, Inc.
Dr. Yuichi Iwaki Director of Paramount Capital Asset
Management, Inc. Professor, University of
Southern California School of Medicine
Item 2.
During the five years prior to the date hereof, none of the above
persons (to the best of Paramount Capital's knowledge) was convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction, as a result of which such person was or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or State securities
laws or finding any violation with respect to such laws.
Items 3-6.
Please refer to Items 3-6 herein reporting the beneficial ownership.
EXHIBIT C
The name and principal occupation or employment, which is located at 787
Seventh Avenue, New York, New York, 10019, of the General Partner of Aries
Domestic is as follows:
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT
Paramount Capital Asset Management, Inc. General Partner; Investment Manager
Exhibit B is hereby incorporated by reference.
Item 2.
During the five years prior to the date hereof, the above person (to the
best of Aries Domestic's knowledge) has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction, as a result of which such person was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or State securities
laws or finding any violation with respect to such laws.
Items 3-6.
Please refer to Items 3-6 herein reporting the beneficial ownership.
EXHIBIT D
The name and principal occupation or employment, which in each instance
is with The Aries Trust ("Aries Trust") located at 787 Seventh Avenue, New
York, New York, 10019, of each executive officer and director of Aries Trust
is as follows:
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT
Paramount Capital Asset Management, Inc. Investment Manager
MeesPierson (Cayman) Limited Trustee
P.O. Box 2003, British American Centre,
Phase 3, Dr. Roy's Drive,
George Town, Grand Cayman.
Exhibit B is hereby incorporated by reference.
Item 2.
During the five years prior to the date hereof, neither of the above
persons (to the best of Aries Trust's knowledge) have been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction, as a result of which such person was or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or State securities
laws or finding any violation with respect to such laws.
Items 3-6.
Please refer to Items 3-6 herein reporting the beneficial ownership.
EXHIBIT E
IRREVOCABLE PROXY
THE ARIES FUND, a Cayman Island Trust ("Aries I"), the holder of
350,000 shares of the common stock, par value $.013 per share ("Common
Stock"), of Innovir Laboratories, Inc., a Delaware corporation ("Innovir"),
and options ("Unit Purchase Options") to purchase 700,000 Units consisting of
one share of Innovir's Common Stock and one Class C Warrant to purchase one
share of Innovir's Common Stock (the 350,000 shares of Innovir's Common
Stock, together with any shares of Innovir's Common Stock hereafter acquired
upon exercise of the Unit Purchase Options and/or Class C Warrants
thereunder, hereinafter, collectively, are referred to as the "Innovir
Shares").
Aries I hereby irrevocably appoints VIMRx Pharmaceuticals Inc., a
Delaware corporation ("VIMRx") as proxy to vote the Innovir Shares and/or to
execute and deliver written consents as a stockholder of Innovir for and on
behalf of Aries I with respect to any and all actions of the stockholders of
Innovir taken after the date hereof (whether taken as a meeting or by written
consent), for any and all purposes and on any and all matters with respect to
which stockholder action is taken. Aries I grants this proxy in
consideration of the execution and delivery of that certain Agreement dated
November 21, 1996 by and among Aries I, The Aries Domestic Fund, L.P., and
VIMRx and as required thereunder, and this proxy shall be deemed to be
coupled with an interest and irrevocable.
This proxy may be voted or acted upon by VIMRx until this proxy is
amended, modified or terminated as provided herein. This proxy may be
amended or modified only with the mutual consent of VIMRx and Aries I,
provided, however:
(a) this proxy shall terminate with respect to any Innovir Shares, or
any Innovir Shares issuable upon the exercise of any Unit Purchase
Option or Class C Warrant, sold, assigned, or transferred to any
person or entity not affiliated (as such term is defined in Rule
501 under the Securities Act of 1933, as amended) with Aries I
immediately upon such sale, assignment or transfer; and
(b) if not previously terminated pursuant to section (i) above, this
proxy shall terminate in its entirety on December 1, 1999.
Without prejudice to any rights of Aries I under the Delaware
General Corporation Law, in exercising this proxy, VIMRx may act in such
manner, and may take into account such factors (including, without
limitation, the objectives of Innovir, and or VIMRx, and or the stockholders
of Innovir and/or VIMRx) as VIMRx may deem appropriate, and therefore VIMRx
shall have no obligation in exercising this proxy to act as a fiduciary for
or in the best interests of Aries I.
Dated: December 23, 1996
THE ARIES FUND, A CAYMAN ISLAND TRUST
By: its Investment Manager,
PARAMOUNT CAPITAL ASSET
MANAGEMENT, INC.
By: /s/ Lindsay A . Rosenwald, M.D.
Lindsay A. Rosenwald, M.D.
President
VIMRx PHARMACEUTICALS INC.
By: /s/ Francis M. O Connell
Francis M. O'Connell
Chief Financial Officer
