SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Palatin Technologies, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
696077106
(CUSIP Number)
Paramount Capital Asset Management, Inc.
c/o Lindsay A. Rosenwald, M.D.
787 Seventh Avenue
New York, NY 10019
(212) 554-4300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 22, 1997
(Date of Event which Requires Filing of this Statement)
<PAGE>
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Statement because of Rule
13d-1(b)(3) or (4), check the following:
|_|
Check the following box if a fee is being paid with this Statement:
|_|
2
<PAGE>
CUSIP No. [696077106] 13D Page 3 of 17 Pages
- --------------------------------------------------------------------------------
1) NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paramount Capital Asset Management, Inc.
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS*
OO (see Item 3 below)
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
|_|
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF None
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY
EACH REPORTING 2,322,171
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
None
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
2,322,171
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,322,171
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|_|
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.0%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
3
<PAGE>
CUSIP No. [696077106] 13D Page 4 of 17 Pages
- --------------------------------------------------------------------------------
1) NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Aries Domestic Fund, L.P.
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS*
OO (see Item 3 below)
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
|_|
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF None
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY
EACH REPORTING 733,367
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
None
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
733,367
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
733,367
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|_|
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
4
<PAGE>
CUSIP No. [696077106] 13D Page 5 of 17 Pages
- --------------------------------------------------------------------------------
1) NAMES OF REPORTING PERSON
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 below)
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
|_|
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF None
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY
EACH REPORTING 1,588,802
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
None
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
1,588,802
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,588,802
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|_|
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.0%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON*
OO (see Item 2)
- --------------------------------------------------------------------------------
5
<PAGE>
CUSIP No. [696077106] 13D Page 6 of 17 Pages
- --------------------------------------------------------------------------------
1) NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RAQ, LLC
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS*
OO (see Item 3 below)
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
|_|
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF None
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY
EACH REPORTING 1,657,070
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
None
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
1,657,070
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,657,070
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|_|
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON*
OO (see Item 2)
- --------------------------------------------------------------------------------
6
<PAGE>
CUSIP No. [696077106] 13D Page 7 of 17 Pages
- --------------------------------------------------------------------------------
1) NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lindsay A. Rosenwald, M.D.
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS*
OO (see Item 3 below)
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
|_|
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF None
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,245,225
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
None
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
4,245,225
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,245,225
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|_|
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.3%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
7
<PAGE>
Item 1. Security and Issuer.
(a) Common Stock, $.02 par value ("Shares")
Palatin Technologies, Inc.
214 Carnegie Center, Ste. 100
Princeton, NJ 08540
609-520-1911
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"), RAQ,
LLC and Lindsay A. Rosenwald, M.D. ("Dr. Rosenwald" and
collectively with Paramount Capital, Aries Domestic, Aries
Trust and RAQ, LLC, the "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) The business address of Paramount Capital, Aries Domestic,
RAQ, LLC and Dr. Rosenwald 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) RAQ, LLC is a New York limited liability corporation of which
Dr. Rosenwald is the President./1/
(d) Dr. Rosenwald is an investment banker, venture capitalist,
fund manager and sole shareholder of Paramount Capital,/2/ a
Subchapter S corporation incorporated in the State of
Delaware. Paramount Capital is the General Partner of Aries
Domestic,/3/ a limited partnership incorporated in Delaware.
Paramount Capital is the Investment Manager to Aries Trust,/4/
a Cayman Islands Trust.
(e) The Reporting Parties 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).
(f) The Reporting Parties 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.
(g) Dr. Rosenwald is a citizen of the United States.
- --------
/1/ Please see attached Exhibit B indicating the executive officers and
directors of RAQ, LLC and providing information called for by Items 2-6
of this statement as to said officers and directors. Exhibit A is
herein incorporated by reference.
/2/ Please see attached Exhibit C 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.
/3/ Please see attached Exhibit D 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.
/4/ Please see attached Exhibit E 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.
8
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
Palatin Technologies, Inc. (the "Issuer"), formerly Interfilm, Inc.
("Interfilm"), was incorporated under the laws of the State of Delaware
on November 21, 1986. On June 25, 1996, a newly formed, wholly-owned
subsidiary of Interfilm, Interfilm Acquisition Corporation, ("InSub"),
a New Mexico Corporation, merged with and into RhoMed, Incorporated
("RhoMed"), a privately held New Mexico corporation and all of RhoMed's
outstanding equity securities were ultimately exchanged for equity
securities of the Issuer (the "Merger"). Prior to the merger, RAQ, LLC
used its general funds to purchase 3,548,681 shares of preferred stock
of RhoMed for $3,548.68, Aries Domestic used its general funds to
purchase $600,000 worth of RhoMed securities and Aries Trust used its
general funds to purchase $2,250,0000 of RhoMed securities. In
connection with the consummation of the Merger, RAQ, LLC received
1,657,070 shares of common stock of the Issuer, Aries Domestic received
451,111 shares of common stock of the Issuer and Aries Trust received
1,064,608 shares of common stock of the Issuer. As a result of the
Merger, RhoMed became a wholly-owned subsidiary of the Issuer. On July
19, 1996, the Issuer filed an amendment to its Certificate of
Incorporation which, among other things, effected the change of name of
the Issuer from Interfilm, Inc. to Palatin Technologies, Inc.
Paramount Capital, Inc. (the "Placement Agent") acted as placement
agent in connection with private offerings of debt and/or equity
securities of RhoMed (the "Offerings"). In connection with Offerings,
the Placement Agent received warrants (the "Placement Warrants") to
purchase shares of common stock of the RhoMed. Dr. Rosenwald was
allocated certain Placement Warrants which, after completion of the
Merger, represent warrants to purchase 265,984 shares of common stock
of the Issuer.
On May 22, 1997, in connection with a private placement of the Issuer's
securities Aries Domestic used its general funds to purchase 3.5 units,
each unit consisting of 1000 shares of preferred stock of the Issuer
(which shares of preferred stock are convertible into 282,258 shares of
common stock of the Issuer at a conversion rate equal to 80.64516) for
an aggregate purchase price equal to $350,000 and the Aries Trust used
its general funds to purchase 6.5 units, each unit consisting of 1000
shares of preferred stock of the Issuer (which shares of preferred
stock are convertible into 524,194 shares of common stock of the Issuer
at a conversion rate equal to 80.64516) for an aggregate purchase price
equal to $650,000.
In addition to the foregoing, on July 23, 1996, Aries Domestic used its
general funds to effect the open market purchase of 4,000 shares of
common stock of the Issuer and Aries Trust used its general funds to
effect the open market purchase of 9,000 shares of common stock of the
Issuer.
Item 4. Purpose of Transaction.
The Reporting Parties have acquired shares of Common Stock of the
Issuer as an investment in the Issuer.
As set forth in Item 3, Paramount Capital, Inc. acted as placement
agent for the Issuer in connection with its November, 1996 private
offering of securities.
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.
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 May 22, 1997, Paramount Capital, through acquisition of
the shares by the Aries Trust and Aries Domestic, beneficially
owned 1,303,699 shares of common stock of the Issuer, warrants
to purchase an additional 212,020 shares of common stock of
the Issuer, 10,000 shares of preferred stock of the Issuer
(convertible into 806,452 common stock of the Issuer)or 18.0%
of the Issuer's securities on a fully diluted basis and Aries
Domestic, the Aries Trust, RAQ, LLC and Dr. Rosenwald
beneficially owned as follows:
9
<PAGE>
Percent Amount Owned
------- ------------
Aries Domestic 6.0% 372,758 shares of common stock
78,351 warrants to purchase shares
of common stock
282,258 shares of common stock
(underlying 3,500 shares of
preferred stock)
Aries Trust 12.0% 930,939 common shares
133,669 warrants to purchase shares
of common stock
524,194 shares of common stock
(underlying 6,500 shares of
preferred stock)
RAQ, LLC 14.0% 1,657,070 shares of common stock
Dr. Rosenwald 32.4%/5/ 265,984 warrants to purchase shares
of common stock
(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 certain of those shares beneficially owned by each of
Aries Domestic and Aries Trust. Dr. Rosenwald has the power to
vote or direct the vote, to dispose or to direct the
disposition of those shares owned by RAQ, LLC.
(c) The following purchases were made by Aries Domestic and Aries
Trust in the past sixty (60) days:
On May 22, 1997, in connection with a private placement of the
Issuer's securities Aries Domestic used its general funds to
purchase 3.5 units, each unit consisting of 1000 shares of
preferred stock of the Issuer (which shares of preferred stock
are convertible into 282,258 shares of common stock of the
Issuer at a conversion rate equal to 80.64516) for an
aggregate purchase price equal to $350,000 and the Aries Trust
used its general funds to purchase 6.5 units, each unit
consisting of 1000 shares of preferred stock of the Issuer
(which shares of preferred stock are convertible into 524,194
shares of common stock of the Issuer at a conversion rate
equal to 80.64516) for an aggregate purchase price equal to
$650,000.
Other than as set forth herein the Reporting Parties have not
engaged in any transactions in the Common Stock of the Issuer
during the past 60 days.
(d) & (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with respect to Securities of the Issuer
Paramount Capital is the investment manager of the Aries 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.
Paramount Capital, Inc. has acted as placement agent for the Issuer in
connection with its December, 1996 private offering of securities and
acquired certain rights pursuant to a Placement Agency Agreement
executed in connection therewith. Michael S. Weiss, Senior Managing
Director of Paramount Capital, Inc., serves as a member of the Board of
Directors of the Issuer and receives customary Board member
compensation. John K. A. Prendergast, Ph.D., a Managing Director of
Paramount Capital Investments, LLC, an affiliate of Paramount
- --------
/5/ For purposes of this Regulation 13-D filing, Dr. Rosenwald's percentage
calculation includes all of the securities owned by Paramount Capital,
Aries Domestic, Aries Trust and RAQ, LLC, however, Dr. Rosenwald may
disclaim beneficial owneship with respect to the shares held by each of
the foregoing.
10
<PAGE>
Capital, Inc. also serves as a member of the Board of Directors of
the Issuer and receives customary Board member compensation.
On January 1, 1997 Paramount Capital, Inc. and the Issuer entered
into a Introductory Agreement whereby Paramount Capital, Inc. agreed
to assist the Issuer, on a non-exclusive basis, to identify
potential transactions in consideration for certain retainer and
cash and equity success fees.
Except as indicated in this 13D and exhibits hereto, there is no
contract, arrangement, understanding or relationship between the
Reporting Parties and any other party or parties, 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 RAQ, LLC 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 Paramount Capital 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 Paramount Capital and
information called for by Items 2-6 of this statement relating to
said officers and directors.
Exhibit E - 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 F - 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.
11
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
PARAMOUNT CAPITAL ASSET MANAGEMENT, INC.
Dated: June 14, 1997
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: June 14, 1997
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: June 14, 1997
New York, NY By: /s/ Lindsay A. Rosenwald, M.D.
------------------------------
Lindsay A. Rosenwald, M.D.
President
RAQ, LLC
Dated: June 14, 1997 By: /s/ Lindsay A. Rosenwald, M.D.
New York, NY ------------------------------
Lindsay A. Rosenwald, M.D.
President
Dated: June 14, 1997
New York, NY By: /s/ Lindsay A. Rosenwald, M.D.
-----------------------------
Lindsay A. Rosenwald, M.D.
12
<PAGE>
EXHIBIT A
AGREEMENT
JOINT FILING OF SCHEDULE 13D
The undersigned hereby agree 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 Palatin
Technologies, Inc., and hereby affirm that such Schedule 13D is being filed on
behalf of each of the undersigned.
PARAMOUNT CAPITAL ASSET MANAGEMENT, INC.
Dated: June 14, 1997
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: June 14, 1997
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: June 14, 1997
New York, NY By: /s/ Lindsay A. Rosenwald, M.D.
------------------------------
Lindsay A. Rosenwald, M.D.
President
RAQ, LLC
Dated: June 14, 1997
New York, NY By: /s/ Lindsay A. Rosenwald, M.D.
------------------------------
Lindsay A. Rosenwald, M.D.
President
Dated: June 3, 1997
New York, NY By: /s/ Lindsay A. Rosenwald, M.D.
------------------------------
Lindsay A. Rosenwald, M.D.
13
<PAGE>
EXHIBIT B
The name and principal occupation or employment, which in each instance
is with RAQ, LLC, located at c/o 787 Seventh Avenue, 44th Floor, New York, New
York, 10019, of each executive officer and director of RAQ, LLC is as follows:
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT
---- -------------
Lindsay A. Rosenwald, M.D. President
Item 2.
During the five years prior to the date hereof, none of the above
persons (to the best of RAQ, LLC's knowledge) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or was a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction, as a result of which such person was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or State securities laws or finding any
violation with respect to such laws.
Items 3-6.
Please refer to Items 3-6 herein reporting the beneficial ownership.
14
<PAGE>
EXHIBIT C
The name and principal occupation or employment, which in each instance
is with Paramount Capital Asset Management, Inc. ("Paramount Capital") located
at 787 Seventh Avenue, 44th Floor, 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) has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction, as a result of which such person was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or State securities laws or finding
any violation with respect to such laws.
Items 3-6.
Please refer to Items 3-6 herein reporting the beneficial ownership.
15
<PAGE>
EXHIBIT D
The name and principal occupation or employment of the General Partner
of Aries Domestic, which is located at 787 Seventh Avenue, New York, New York,
10019, 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.
16
<PAGE>
EXHIBIT E
The name and principal occupation or employment, which in the case of
Paramount Capital Asset Management, Inc. is located at 787 Seventh Avenue, 44th
Floor, New York, New York, 10019, of each executive officer and director of
Aries Trust is as follows:
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT
---- -------------
Paramount Capital Asset Management, Inc. Investment Manager
MeesPierson (Cayman) 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.
17
