SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 2)
Affymetrix, Inc.
----------------------------
(Name of Issuer)
Common Stock
----------------------------
(Title of Class of Securities)
00826T 10 8
----------------------------
(CUSIP Number)
Stephen J. Cowden
Glaxo Wellcome plc
Glaxo Wellcome House, Berkeley Avenue
Greenford, Middlesex UB6 0NN, England
011-44-171-493-4060
- -----------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
Copies to:
D. Rhett Brandon
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, NY 10017-3954
212-455-2000
May 2, 2000
---------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rules 13d-1(e), 13d-1(f), or 13d-1(g), check
the following box. / /
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See
Rule 13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 00826T 10 8 Page 2 of 29 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Glaxo Wellcome plc
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
Joint Filing
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
England & Wales
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 6,055,626
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON None
WITH
9 SOLE DISPOSITIVE POWER
6,055,626
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,055,626
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.1%
14 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 00826T 10 8 Page 3 of 29 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Glaxo Group Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
Joint Filing
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
England & Wales
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 4,705,067
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 1,257,229
WITH
9 SOLE DISPOSITIVE POWER
4,705,067
10 SHARED DISPOSITIVE POWER
1,257,229
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,962,296
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.8%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 00826T 10 8 Page 4 of 29 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Glaxo Venture Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
Joint Filing
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
England & Wales
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 4,705,067
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON None
WITH
9 SOLE DISPOSITIVE POWER
4,705,067
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,705,067
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.2%
14 TYPE OF REPORTING PERSON *
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 00826T 10 8 Page 5 of 29 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Affymax N.V.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
Joint Filing
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 4,705,067
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON None
WITH
9 SOLE DISPOSITIVE POWER
4,705,067
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,705,067
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.2%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 00826T 10 8 Page 6 of 29 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Affymax Technologies N.V.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
Joint Filing
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands Antilles
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 3,746,592
OWNED BY
EACH 8 SHARED VOTING POWER
PERSON
WITH None
9 SOLE DISPOSITIVE POWER
3,746,592
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,746,592 (not to be construed as an admission of beneficial
ownership with respect to 3,611,632 shares)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 00826T 10 8 Page 7 of 29 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wellcome Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
Joint Filing
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
England & Wales
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 1,257,229
WITH
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
1,257,229
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,257,229
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
14 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 00826T 10 8 Page 8 of 29 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Glaxo Wellcome Holdings Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
Joint Filing
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
England & Wales
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,257,229
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON None
WITH
9 SOLE DISPOSITIVE POWER
1,257,229
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,257,229
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
14 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 00826T 10 8 Page 9 of 29 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Glaxo Wellcome International B.V.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
Joint Filing
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,257,229
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON None
WITH 9 SOLE DISPOSITIVE POWER
1,257,229
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,257,229
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
14 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 00826T 10 8 Page 10 of 29 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Glaxo Wellcome Investments B.V.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
Joint Filing
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,257,229
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON None
WITH
9 SOLE DISPOSITIVE POWER
1,257,229
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,257,229
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
14 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 00826T 10 8 Page 11 of 29 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Glaxo Wellcome International
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
Joint Filing
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ireland
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,257,229
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON None
WITH
9 SOLE DISPOSITIVE PERSON
1,257,229
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,257,229
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
14 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 00826T 10 8 Page 12 of 29 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Glaxo Wellcome Americas Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
Joint Filing
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,257,229
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
WITH None
9 SOLE DISPOSITIVE POWER
1,257,229
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,257,229
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
SCHEDULE 13D
CUSIP No. 00826T 10 8 Page 13 of 29 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Douglas M. Hurt
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
Joint Filing
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
England
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON None
WITH
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,998 (Not to be construed as an admission of beneficial
ownership).
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
SCHEDULE 13D
CUSIP No. 00826T 10 8 Page 14 of 29 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dr. Barry C. Ross
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
Joint Filing
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
England
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON None
WITH
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,332 (Not to be construed as an admission of beneficial
ownership).
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Page 15 of 29 Pages
Item 1
This Amendment No. 2 to Schedule 13D ("Amendment No. 2") relates to
the Common Stock (the "Affymetrix Common Stock") of Affymetrix, Inc., a
Delaware corporation (the "Company"). This Amendment No. 2 amends and
supplements the Schedule 13D originally filed with the Commission on
February 16, 1999, as amended and supplemented by Amendment No. 1 thereto
filed on August 11, 1999 (as amended, the "Schedule 13D"). Capitalized
terms not defined herein have the meanings given to such terms in the
prior statement on Schedule 13D.
Item 2
Item 2 of Schedule 13D is hereby amended and supplemented as
follows:
This Amendment No. 2 is being filed jointly by (i) Glaxo Wellcome
plc ("Glaxo Wellcome"), (ii) Glaxo Group Limited ("Glaxo Group"), (iii) Glaxo
Venture Limited ("Glaxo Venture"), (iv) Affymax N.V. ("Affymax"), (v) Affymax
Technologies N.V. ("Affymax Technologies"), (vi) Wellcome Limited ("Wellcome
Limited"), (vii) Glaxo Wellcome Holdings Limited ("Wellcome Holdings"),
(viii) Glaxo Wellcome International B.V. ("Wellcome International"), (ix)
Glaxo Wellcome Investments B.V. ("Wellcome Investments"), (x) Glaxo Wellcome
International ("Glaxo Ireland"), (xi) Glaxo Wellcome Americas Inc. ("Glaxo
Americas"), (xii) Mr. Douglas M. Hurt, and (xiii) Dr. Barry C. Ross. The
foregoing persons shall collectively be referred to herein as the "Glaxo
Reporting Persons."
This Amendment No. 2 is the first Schedule 13D to be filed by
Wellcome Limited, Wellcome Holdings, Wellcome International, Wellcome
Investments and Glaxo Ireland in respect of Affymetrix Common Stock. Each of
Wellcome Limited and Wellcome Holdings is a company organized under the laws
of England and Wales. Each of Wellcome International and Wellcome
Investments is a company organized under the laws of The Netherlands. Glaxo
Ireland is a limited liability company organized under the laws of Ireland.
The principal executive offices of Wellcome Limited and Wellcome Holdings is
Glaxo Wellcome House, Berkeley Avenue, Greenford, Middlesex UB6 0NN, England.
The principal executive offices of Wellcome International and Wellcome
Investments is Huis ter Heideweg 62, 3705 LZ Zeist, The Netherlands. The
principal executive offices of Glaxo Ireland is P.O. Box 700, Grange Road,
Rathfarnham, Dublin 16, Ireland.
The name, citizenship, residence or business address and principal
occupation or employment (and the name, principal business and address of any
corporation or other organization in which such employment is conducted), of
each director and executive officer of Wellcome Limited, Wellcome Holdings,
Wellcome International, Wellcome Investments and Glaxo Ireland is set forth
in Schedule A hereto. Also set forth on Schedule A hereto are certain
amendments to the Schedule A attached to the original Schedule 13D.
<PAGE>
Page 16 of 29 Pages
As of the date of this Amendment No. 2, Glaxo Wellcome is the
ultimate parent holding company with respect to all of the other Glaxo
Reporting Persons, other than Mr. Douglas M. Hurt and Dr. Barry C. Ross.
Glaxo Wellcome directly owns 100% of Glaxo Group and 100% of Wellcome Limited.
Glaxo Group in turn owns 100% of Glaxo Venture and 16.66% of Wellcome
Holdings. Glaxo Venture owns 100% of Affymax, of which Affymetrix
Technologies is a wholly-owned subsidiary. Wellcome Limited owns 83.34% of
Wellcome Holdings, which in turn owns 100% of Wellcome International.
Wellcome International owns 100% of Wellcome Investments, which in turn owns
100% of Glaxo Ireland, of which Glaxo Americas is a wholly-owned subsidiary.
None of Glaxo Wellcome, Glaxo Group, Glaxo Venture, Wellcome Limited,
Wellcome Holdings, Wellcome International, Wellcome Investments or Glaxo
Ireland directly holds any shares of Affymetrix Common Stock.
Information contained herein with respect to each Glaxo Reporting
Person is given solely by such Glaxo Reporting Person and no Glaxo Reporting
Person has the responsibility for the accuracy or completeness of information
supplied by another Glaxo Reporting Person. The agreement among the Glaxo
Reporting Persons relating to the joint filing of this Schedule 13D is
attached as Exhibit 1 hereto.
(d) and (e) During the last five years, none of the Glaxo Reporting
Persons and, to the best knowledge of the Glaxo Reporting Persons, none of
the other persons named in this Item 2, has been (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding has been 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 violations of such laws.
ITEM 3. Source and Amount of Funds or Other Consideration.
The information contained in Item 3 of Schedule 13D is hereby
amended and supplemented by the information set forth in Items 4 and 5 below,
which is hereby incorporated by reference herein.
ITEM 4. Purpose of Transaction.
Item 4 of Schedule 13D is hereby amended by adding the following
paragraphs:
On November 25, 1999, Affymax exercised the Affymetrix Warrant, dated
December 29, 1994, to purchase 68,921 shares of Affymetrix Common Stock at
$8.25 per share. Also on that date, Affymax Technologies exercised three
warrants to purchase an aggregate of 134,960 shares of Affymetrix Common
<PAGE>
Page 17 of 29 Pages
Stock at $8.25 per share. These conversions of warrants by Affymax and
Affymax Technologies were made for investment purposes only.
On May 2, 2000, Affymax sold its beneficial interest in 2,000,000
shares of Affymetrix Common Stock to Merrill Lynch, Pierce, Fenner & Smith
Inc. at a price of $120.00 per share. The shares were owned of record by
Affymetrix Technologies, a wholly-owned direct subsidiary of Affymax.
The Glaxo Reporting Persons have been reviewing, and intend to
review on a continuing basis, their remaining investment in the Company, and
the Glaxo Reporting Persons may decide to increase or decrease their
investment in the Company depending upon the price and availability of the
Company's securities, subsequent developments affecting the Company, the
Company's business and prospects, other investment and business opportunities
available to the Glaxo Reporting Persons, general stock market and economic
conditions, tax and accounting considerations and other factors. The May 2,
2000 disposition of 2,000,000 shares of Affymetrix Common Stock is consistent
with that strategy.
Other than as described above, none of the Glaxo Reporting Persons
have any plans or proposals that relate to or would result in any of the
actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D
(although they reserve the right to develop such plans).
ITEM 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and supplemented as
follows:
As of April 12, 2000, based upon information set forth in the
Schedule 14A filed by the Company on April 28, 2000, there were 27,380,418
shares of Affymetrix Common Stock outstanding. In addition, for purposes of
Rule 13d-3 under the Exchange Act, the shares of Affymetrix Common Stock with
respect to the options for Dr. Barry C. Ross increase the diluted number of
shares of Affymetrix Common Stock outstanding to 27,433,750. The Affymetrix
Common Stock ownership percentages for Glaxo Wellcome and Dr. Barry C. Ross
set forth below are based on this diluted number of shares.
(a) and (b) The Letter Agreement, dated August 6, 1999, entered
into by Glaxo Wellcome and the Company, pursuant to which Glaxo Wellcome
agreed to a lock-up period with respect to its sale or transfer of Affymetrix
Common Stock, terminated on December 1, 1999 in accordance with its terms and
is of no further force and effect.
Paragraph four of Item 2 hereof is hereby incorporated by reference
herein.
<PAGE>
Page 18 of 29 Pages
As of the date of this Amendment No. 2, Glaxo Wellcome may be
deemed the beneficial owner of 6,055,626 shares of Affymetrix Common Stock,
representing 22.1% of the outstanding shares of Affymetrix Common Stock. As
the ultimate parent company of all of the other Glaxo Reporting Persons,
other than Mr. Douglas M. Hurt and Dr. Barry C. Ross, and as the beneficial
owner of the Affymetrix Common Stock held by Mr. Douglas M. Hurt and the
stock options held by Mr. Barry C. Ross, Glaxo Wellcome may be deemed to have
sole power to vote or direct the vote and to dispose or direct the
disposition of all such shares of Affymetrix Common Stock.
As of the date of this Amendment No. 2, Glaxo Group may be deemed
the beneficial owner of 5,962,296 shares of Affymetrix Common Stock,
representing approximately 21.8% of the outstanding shares of Affymetrix
Common Stock. Of that total amount, Glaxo Group, as an indirect parent
company of both Affymax and Affymax Technologies, may be deemed to have sole
power to vote or direct the vote and to dispose or direct the disposition of
4,705,067 of such shares of Affymetrix Common Stock. As a 16.66% holder of
Wellcome Holdings, Glaxo Group may be deemed to share power with Wellcome
Limited, which holds 83.34% of Wellcome Holdings, to vote or direct the vote
and to dispose or direct the disposition of 1,257,229 shares of Affymetrix
Common Stock, which shares are held directly by Glaxo Americas.
As of the date of this Amendment No. 2, Glaxo Venture may be deemed
the beneficial owner of 4,705,067 shares of Affymetrix Common Stock,
representing approximately 17.2% of the outstanding shares of Affymetrix
Common Stock. As the parent company of Affymax, which in turn is the parent
company of Affymax Technologies, Glaxo Venture may be deemed to have sole
power to vote or direct the vote and to dispose or direct the disposition of
all of such shares of Affymetrix Common Stock.
As of the date of this Amendment No. 2, Affymax may be deemed the
beneficial owner of 4,705,067 shares of Affymetrix Common Stock, representing
approximately 17.2% of the outstanding shares of Affymetrix Common Stock.
Affymax directly owns 958,475 shares of Affymetrix Common Stock and may be
deemed to beneficially own, through its wholly-owned subsidiary, Affymax
Technologies, 3,746,592 shares of Affymetrix Common Stock. Affymax may be
deemed to have sole power to vote or direct the vote and to dispose or direct
the disposition of all of such shares of Affymetrix Common Stock.
As of the date of this Amendment No. 2, Affymax Technologies may be
deemed the beneficial owner of 3,746,592 shares of Affymetrix Common Stock,
representing approximately 13.7% of the outstanding shares of Affymetrix
Common Stock. Although Affymax Technologies holds 3,611,632 of such shares
for the benefit of Affymax, Affymax Technologies is the record owner of all
3,746,592 shares. Affymax Technologies may therefore be deemed to have sole
power to vote or direct the vote and to dispose or direct the disposition of
all of such shares of Affymetrix Common Stock. Affymax Technologies disclaims
<PAGE>
Page 19 of 29 Pages
beneficial ownership of the 3,611,632 shares of Affymetrix Common Stock it
holds for the benefit of Affymax, and the filing of this Amendment No. 2
shall not be construed as an admission that Affymax Technologies is the
beneficial owner of those shares.
As of the date of this Amendment No. 2, Wellcome Limited may be
deemed the beneficial owner of 1,257,229 shares of Affymetrix Common Stock,
representing approximately 4.6% of the outstanding shares of Affymetrix
Common Stock. As an 83.34% holder of Wellcome Holdings, Wellcome Limited may
be deemed to share power with Glaxo Group, which holds the remaining 16.66%
in Wellcome Holdings, to vote or direct the vote and to dispose or direct the
disposition of all of such shares of Affymetrix Common Stock, which shares
are held directly by Glaxo Americas.
As of the date of this Amendment No. 2, Wellcome Holdings, as an
indirect parent of Glaxo Americas, may be deemed the beneficial owner of
1,257,229 shares of Affymetrix Common Stock, representing approximately 4.6%
of the outstanding shares of Affymetrix Common Stock. Wellcome Holdings may
be deemed to have sole power to vote or direct the vote and to dispose or
direct the disposition of all of such shares of Affymetrix Common Stock.
As of the date of this Amendment No. 2, Wellcome International, as
an indirect parent of Glaxo Americas, may be deemed the beneficial owner of
1,257,229 shares of Affymetrix Common Stock, representing approximately 4.6%
of the outstanding shares of Affymetrix Common Stock. Wellcome
International may be deemed to have sole power to vote or direct the vote and
to dispose or direct the disposition of all of such shares of Affymetrix
Common Stock.
As of the date of this Amendment No. 2, Wellcome Investments,
as an indirect parent of Glaxo Americas, may be deemed the beneficial owner of
1,257,229 shares of Affymetrix Common Stock, representing approximately 4.6%
of the outstanding shares of Affymetrix Common Stock. Wellcome Investments
may be deemed to have the sole power to vote or direct the vote and to dispose
or direct the disposition of all of such shares of Affymetrix Common Stock.
As of the date of this Amendment No. 2, Glaxo Ireland, as the
direct parent of Glaxo Americas, may be deemed the beneficial owner of
1,257,229 shares of Affymetrix Common Stock, representing approximately 4.6%
of the outstanding shares of Affymetrix Common Stock. Glaxo Ireland may be
deemed to have sole power to vote or direct the vote and to dispose or direct
the disposition of all of such shares of Affymetrix Common Stock.
As of the date of this Amendment No. 2, Glaxo Americas is the
owner, beneficial and of record, of 1,257,229 shares of Affymetrix Common
Stock, representing approximately 4.6% of the outstanding shares of
<PAGE>
Page 20 of 29 Pages
Affymetrix Common Stock. Glaxo Americas may be deemed to have sole power to
vote or direct the vote and to dispose or direct the disposition of all of
such shares of Affymetrix Common Stock.
As of the date of this Amendment No. 2, pursuant to currently
exercisable stock options granted to him by the Company, Dr. Barry C. Ross
may be deemed to beneficially own 53,332 shares of Affymetrix Common Stock,
representing less than 0.2 % of the outstanding shares of Affymetrix Common
Stock. These shares are held by Dr. Barry C. Ross for the benefit of Glaxo
Wellcome, which has the sole power to direct both the voting and disposition
of such shares. Dr. Barry C. Ross disclaims beneficial ownership of the
securities of the Company reported in this Amendment No. 2, and the filing of
this Amendment No. 2 shall not be construed as an admission that Dr. Barry C.
Ross is the beneficial owner of any securities of the Company.
As of the date of this Amendment No. 2, Mr. Douglas M. Hurt holds
39,998 shares of Affymetrix Common Stock for the benefit of Glaxo Wellcome,
which has the sole power to direct both the voting and disposition of such
shares. These shares represent less than 0.2% of the outstanding shares of
Affymetrix Common Stock. Mr. Douglas M. Hurt disclaims beneficial ownership
of the securities of the Company reported in this Amendment No. 2, and the
filing of this Amendment No. 2 shall not be construed as an admission that
Mr. Douglas M. Hurt is the beneficial owner of any securities of the Company.
(c) To the best knowledge of each of the Glaxo Reporting Persons,
none of the Glaxo Reporting Persons has engaged in any transaction during the
past 60 days in any shares of Affymetrix Common Stock other than as
described in Item 4 above.
(d) To the best knowledge of each of the Glaxo Reporting Persons,
no person, other than the Glaxo Reporting Persons, has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from
the sale of, the shares of Affymetrix Common Stock beneficially owned by the
Glaxo Reporting Persons.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
respect to Securities of the Issuer.
The information contained in Item 6 of the Schedule 13D is hereby
amended and supplemented by the information set forth above in Items 4 and 5,
which is hereby incorporated by reference herein.
<PAGE>
Page 21 of 29 Pages
ITEM 7. Material to be Filed as Exhibits.
1. Joint Filing Agreement among Glaxo Wellcome plc, Glaxo Group Limited,
Glaxo Venture Limited, Affymax N.V., Affymax Technologies N.V., Wellcome
Limited, Glaxo Wellcome Holdings Limited, Glaxo Wellcome International
B.V., Glaxo Wellcome Investments B.V., Glaxo Wellcome International,
Glaxo Wellcome Americas Inc., Mr. Douglas M. Hurt, and Dr. Barry C.
Ross.
<PAGE>
Page 22 of 29 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
GLAXO WELLCOME PLC
By: /s/ Stephen J. Cowden
_______________________________
Name: Stephen J. Cowden
Title: Company Secretary
Dated: May 5, 2000
<PAGE>
Page 23 of 29 Pages
SCHEDULE A TO SCHEDULE 13D
DIRECTORS AND EXECUTIVE OFFICERS
Name, Citizenship and Present Principal Name, Principal Business
Position Occupation or and Address of Corporation
Employment or Organization in which
such Employment is
Conducted
WELLCOME LIMITED
Sir Richard Brook Sykes Chairman and Executive Glaxo Wellcome plc, Glaxo
DSc, FRS, United Kingdom, Director of Glaxo Wellcome House, Berkeley
Chairman and Director Wellcome plc Avenue, Greenford,
Middlesex UB6 ONN, England
James Michael Thomas Executive Director of Glaxo Wellcome plc, Glaxo
Cochrane, United Kingdom, Glaxo Wellcome plc Wellcome House, Berkeley
Director Avenue, Greenford,
Middlesex UB6 ONN, England
John David Coombe, United Executive Director of Glaxo Wellcome plc, Glaxo
Kingdom, Director Glaxo Wellcome plc Wellcome House, Berkeley
Avenue, Greenford,
Middlesex UB6 ONN, England
Jeremy Alan Watkin Executive Director of Glaxo Wellcome plc, Glaxo
Strachan, United Kingdom, Glaxo Wellcome plc Wellcome House, Berkeley
Director Avenue, Greenford,
Middlesex UB6 ONN, England
Julian Spencer Heslop, Financial Controller of Glaxo Wellcome plc, Glaxo
United Kingdom, Alternate Glaxo Wellcome plc Wellcome House, Berkeley
Director to Mr. Strachan Avenue, Greenford,
Middlesex UB6 ONN, England
Stephen John Cowden, Company Secretary of Glaxo Wellcome plc, Glaxo
United Kingdom, Company Glaxo Wellcome plc Wellcome House, Berkeley
Secretary Avenue, Greenford,
Middlesex UB6 ONN, England
Simon Michael Bicknell, Assistant Company Glaxo Wellcome plc, Glaxo
United Kingdom, Assistant Secretary of Glaxo Wellcome House, Berkeley
Company Secretary Wellcome plc Avenue, Greenford,
Middlesex UB6 ONN, England
GLAXO WELLCOME HOLDINGS
LIMITED
John David Coombe, United Executive Director of Glaxo Wellcome plc, Glaxo
Kingdom, Director Glaxo Wellcome plc Wellcome House, Berkeley
Avenue, Greenford,
Middlesex UB6 ONN, England
<PAGE>
Page 24 of 29 Pages
Julian Spencer Heslop, Financial Controller of Glaxo Wellcome plc, Glaxo
United Kingdom, Director Glaxo Wellcome plc Wellcome House, Berkeley
Avenue, Greenford,
Middlesex UB6 ONN, England
Jeremy Alan Watkin Executive Director of Glaxo Wellcome plc, Glaxo
Strachan, United Kingdom, Glaxo Wellcome plc Wellcome House, Berkeley
Director Avenue, Greenford,
Middlesex UB6 ONN, England
Simon Michael Bicknell, Assistant Company Glaxo Wellcome plc, Glaxo
United Kingdom, Secretary of Glaxo Wellcome House, Berkeley
Company Secretary Wellcome plc Avenue, Greenford,
Middlesex UB6 ONN, England
Victoria Anne Llewellyn, Manager, Secretariat Glaxo Wellcome plc, Glaxo
United Kingdom, Assistant Services of Glaxo Wellcome House, Berkeley
Company Secretary Wellcome plc Avenue, Greenford,
Middlesex UB6 ONN, England
GLAXO WELLCOME
INTERNATIONAL B.V.
James Michael Thomas Executive Director of Glaxo Wellcome plc, Glaxo
Cochrane, United Kingdom, Glaxo Wellcome plc Wellcome House, Berkeley
Director Avenue, Greenford,
Middlesex UB6 ONN, England
John David Coombe, Executive Director of Glaxo Wellcome plc, Glaxo
United Kingdom, Director Glaxo Wellcome plc Wellcome House, Berkeley
Avenue, Greenford,
Middlesex UB6 ONN, England
Sierd Keimpe Roosjen, The Managing Director of Huis Ter Heideweg 62, 3705
Netherlands, Director Glaxo Wellcome B.V. LZ, Zeist, The Netherlands
Onno Maarten Noel Finance Director of Huis Ter Heideweg 62, 3705
Rethmeier, The Glaxo Wellcome B.V. LZ, Zeist, The Netherlands
Netherlands, Director
Julian Spencer Heslop, Financial Controller of Glaxo Wellcome plc, Glaxo
United Kingdom, Glaxo Wellcome plc Wellcome House, Berkeley
Director Avenue, Greenford,
Middlesex UB6 ONN, England
Herman van Barneveld, Financial Controller of Huis Ter Heideweg 62, 3705
The Netherlands, Glaxo Wellcome B.V. LZ, Zeist, The Netherlands
Director
<PAGE>
Page 25 of 29 Pages
GLAXO WELLCOME INVESTMENTS
B.V.
James Michael Thomas Executive Director of Glaxo Wellcome plc, Glaxo
Cochrane, United Kingdom, Glaxo Wellcome plc Wellcome House, Berkeley
Director Avenue, Greenford,
Middlesex UB6 ONN, England
John David Coombe, Executive Director of Glaxo Wellcome plc, Glaxo
United Kingdom, Director Glaxo Wellcome plc Wellcome House, Berkeley
Avenue, Greenford,
Middlesex UB6 ONN, England
Julian Spencer Heslop, Financial Controller of Glaxo Wellcome plc, Glaxo
United Kingdom, Glaxo Wellcome plc Wellcome House, Berkeley
Director Avenue, Greenford,
Middlesex UB6 ONN, England
Onno Maarten Noel Finance Director of Huis Ter Heideweg 62, 3705
Rethmeier, The Glaxo Wellcome B.V. LZ, Zeist, The Netherlands
Netherlands, Director
Sierd Keimpe Roosjen, The Managing Director of Huis Ter Heideweg 62, 3705
Netherlands, Director Glaxo Wellcome B.V. LZ, Zeist, The Netherlands
Herman van Barneveld, The Financial Controller of Huis Ter Heideweg 62, 3705
Netherlands, Director Glaxo Wellcome B.V. LZ, Zeist, The Netherlands
GLAXO WELLCOME
INTERNATIONAL
John David Coombe, United Executive Director of Glaxo Wellcome plc, Glaxo
Kingdom, Director Glaxo Wellcome plc Wellcome House, Berkeley
Avenue, Greenford,
Middlesex UB6 ONN, England
Julian Spencer Heslop, Financial Controller of Glaxo Wellcome plc, Glaxo
United Kingdom, Glaxo Wellcome plc Wellcome House, Berkeley
Director Avenue, Greenford,
Middlesex UB6 ONN, England
Stephen Dorman, Ireland, Managing Director of P.O. Box 700, Grange Road,
Director Glaxo Wellcome Ltd., Rathfarnham, Dublin 16,
Ireland Ireland
Dr. Aidan Borer, United Finance Director of P.O. Box 700, Grange Road,
Kingdom, Director and Glaxo Wellcome Ltd., Rathfarnham, Dublin 16,
Secretary Ireland Ireland
<PAGE>
Page 26 of 29 Pages
The following information amends and supplements the information set
forth in the original Schedule A attached to the Schedule 13D:
GLAXO WELLCOME PLC:
1. Sir Roger Hurn's principal business address is Marconi plc,
One Bruton Street, London W1X 8AQ, England.
2. Professor Sir Richard Southwood has retired from his position
as Non-Executive Director.
AFFYMAX N.V.:
1. Dr. Allan Baxter has replaced Mr. Adrian Hennah as a Director.
Dr. Baxter's principal employment is Director of Group Discovery for Glaxo
Wellcome Research & Development. His principal business address is Glaxo
Wellcome Research & Development, Glaxo Wellcome House, Berkeley Avenue,
Greenford, Middlesex UB6 0NN, England. Dr. Baxter is a citizen of the United
Kingdom.
AFFYMAX TECHNOLOGIES N.V.:
1. Dr. Barry Ross and Mr. Adrian Hennah no longer serve as Managing
Directors.
2. Mr. Robin Cridland is a Managing Director. His principal
employment is as Manager, Group Financial Investigations, of Glaxo Wellcome
plc. His principal business address is Glaxo Wellcome plc, Glaxo Wellcome
House, Berkeley Avenue, Greenford, Middlesex UB6 0NN, England. Mr. Cridland
is a citizen of the United Kingdom.
<PAGE>
Page 27 of 29 Pages
INDEX OF EXHIBITS
Exhibit Number Description Sequentially
Numbered Page
1. Joint Filing Agreement among Glaxo 28
Wellcome plc, Glaxo Group Limited,
Glaxo Venture Limited, Affymax N.V.,
Affymax Technologies N.V., Wellcome
Limited, Glaxo Wellcome Holdings
Limited, Glaxo Wellcome International
B.V., Glaxo Wellcome Investments B.V.,
Glaxo Wellcome International,
Glaxo Wellcome Americas Inc.,
Mr. Douglas M. Hurt and Dr. Barry
C. Ross.
<PAGE>
Page 28 of 29 Pages
EXHIBIT 1 TO SCHEDULE 13D
JOINT FILING AGREEMENT
Each of the undersigned hereby agrees and consents that the
Amendment No. 2 to Schedule 13D filed herewith (this "Amendment") by Glaxo
Wellcome plc ("Glaxo Wellcome") is filed on behalf of each of them pursuant
to the authorization of each of them to Glaxo Wellcome to make such filing
and that such Amendment is filed jointly on behalf of each of them, pursuant
to Sections 13(d) and 13(g) of the U.S. Securities Exchange Act of 1934, as
amended, and the rules promulgated thereunder. Each of the undersigned
hereby agrees that such Amendment is, and any further amendments to the
Schedule 13D originally filed on February 16, 1999 by Glaxo Wellcome will be,
filed on behalf of each of the undersigned. Each of the persons is not
responsible for the completeness or accuracy of the information concerning
the other persons making this filing unless such person knows or has reason
to believe that such information is inaccurate. This agreement may be signed
in counterparts.
GLAXO WELLCOME PLC GLAXO GROUP LIMITED
By: /s/ S.J. Cowden By: /s/ S.J. Cowden
_______________________ _________________________
Name: S.J. Cowden Name: S.J. Cowden
Title: Secretary Title: Secretary
GLAXO VENTURE LIMITED GLAXO WELLCOME AMERICAS INC.
By: /s/ S.J. Cowden By: /s/ Jack Smith
___________________________ __________________________
Name: S.J. Cowden Name: Jack Smith
Title: Secretary Title: Secretary
AFFYMAX N.V. AFFYMAX TECHNOLOGIES N.V.
By: /s/ V.A. Llewellyn By: /s/ V.A. Llewellyn
__________________________ ________________________________
Name: V.A. Llewellyn Name: V.A. Llewellyn
Title: Company Secretary Title: Company Secretary
WELLCOME LIMITED GLAXO WELLCOME HOLDINGS LIMITED
By: /s/ S.M. Bicknell By: S.M. Bicknell
__________________________ ________________________________
Name: S.M. Bicknell Name: S.M. Bicknell
Title: Assistant Company Title: Company Secretary
Secretary
<PAGE>
Page 29 of 29 Pages
[Second signature page to Joint Filing Agreement.]
GLAXO WELLCOME INTERNATIONAL B.V. GLAXO WELLCOME INVESTMENTS B.V.
By: /s/ O.M.N. Rethmeier By: /s/ H. Van Barneveld
___________________________ ________________________________
Name: O.M.N. Rethmeier Name: H. Van Barneveld
Title: Director Title: Director
GLAXO WELLCOME INTERNATIONAL
By: /s/ Aidan Borer
___________________________
Name: Aidan Borer
Title: Director
DR. BARRY C. ROSS MR. DOUGLAS M. HURT
By: /s/ Barry C. Ross By: /s/ Douglas M. Hurt
__________________________ _______________________________
