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CONFORMED COPY
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Alexion Pharmaceuticals, Inc.
-----------------------------
(Name of Issuer)
Common Stock
-----------------------------
(Title of Class of Securities)
015351-10-9
--------------
(CUSIP Number)
Samuel D. Isaly
41 Madison Avenue, 40th Floor
New York, NY 10010
Telephone: (212) 685-0800
----------------------------------------
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications)
Copy to:
Paul S. Schreiber, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Telephone: (212) 848-4000
July 8, 1997
------------
(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 Schedule 13D, and is filing this
schedule because of Rule 13d- 1(b)(3) or (4), check the following box |_|.
Check the following box if a fee is being paid with this Statement |_|.
Page 1 of 52 Pages
Exhibit Index is at Page 45
CUSIP No. 015351-10-9
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Samuel D. Isaly
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
|_| (a)
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|_| (b)
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(3) SEC Use Only
----------------------------------------------------------
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(4) Source of Funds (See Instructions) AF
-----------------------------------
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e).
|_|
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(6) Citizenship or Place of Organization United States
---------------------------------
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- --------------------
Number of (7) Sole Voting Power
Shares ----------------------------
Beneficially -----------------------------------------------
Owned by (8) Shared Voting Power 773,500
Each ----------------------------
Reporting -----------------------------------------------
Person (9) Sole Dispositive Power
With ------------------------
-----------------------------------------------
(10) Shared Dispositive Power 773,500
------------------------
- -------------------- -----------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 773,500
----------
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|_|
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Page 2 of 52 Pages
CUSIP No. 015351-10-9
(13) Percent of Class Represented by Amount in Row (11) 8.8%
-------------------
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(14) Type of Reporting Person (See Instructions) IN
--------------------------
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Page 3 of 52 Pages
CUSIP No. 015351-10-9
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Viren Mehta
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
|_| (a)
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|_| (b)
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(3) SEC Use Only
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(4) Source of Funds (See Instructions) AF
-----------------------------------
-----------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e).
|_|
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(6) Citizenship or Place of Organization United States
---------------------------------
-----------------------------------------------------------------------
- --------------------
Number of (7) Sole Voting Power
Shares ----------------------------
Beneficially -----------------------------------------------
Owned by (8) Shared Voting Power 773,500
Each ----------------------------
Reporting -----------------------------------------------
Person (9) Sole Dispositive Power
With ------------------------
-----------------------------------------------
(10) Shared Dispositive Power 773,500
------------------------
- -------------------- -----------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 773,500
----------
-----------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|_|
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Page 4 of 52 Pages
CUSIP No. 015351-10-9
(13) Percent of Class Represented by Amount in Row (11) 8.8%
-------------------
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(14) Type of Reporting Person (See Instructions) IN
--------------------------
Page 5 of 52 Pages
CUSIP No. 015351-10-9
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
PHARMA/wHEALTH
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
|_| (a)
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|_| (b)
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(3) SEC Use Only
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(4) Source of Funds (See Instructions) WC
-----------------------------------
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e).
|_|
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(6) Citizenship or Place of Organization Luxembourg
---------------------------------
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- --------------------
Number of (7) Sole Voting Power
Shares ----------------------------
Beneficially -----------------------------------------------
Owned by (8) Shared Voting Power 773,500
Each ----------------------------
Reporting -----------------------------------------------
Person (9) Sole Dispositive Power
With ------------------------
-----------------------------------------------
(10) Shared Dispositive Power 773,500
------------------------
- -------------------- -----------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 773,500
----------
-----------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|_|
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Page 6 of 52 Pages
CUSIP No. 015351-10-9
(13) Percent of Class Represented by Amount in Row (11) 8.8%
-------------------
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(14) Type of Reporting Person (See Instructions) OO
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Page 7 of 52 Pages
CUSIP No. 015351-10-9
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
M and I Investors, Inc.
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
|_| (a)
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|_| (b)
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(3) SEC Use Only
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(4) Source of Funds (See Instructions) AF
-----------------------------------
-----------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e).
|_|
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(6) Citizenship or Place of Organization Delaware
---------------------------------
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- --------------------
Number of (7) Sole Voting Power
Shares ----------------------------
Beneficially -----------------------------------------------
Owned by (8) Shared Voting Power 773,500
Each ----------------------------
Reporting -----------------------------------------------
Person (9) Sole Dispositive Power
With -----------------------
-----------------------------------------------
(10) Shared Dispositive Power 773,500
-----------------------
- -------------------- -----------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 773,500
----------
-----------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|_|
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Page 8 of 52 Pages
CUSIP No. 015351-10-9
(13) Percent of Class Represented by Amount in Row (11) 8.8%
-------------------
-----------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) CO
--------------------------
Page 9 of 52 Pages
CUSIP No. 015351-10-9
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Caduceus Capital, L.P.
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
|_| (a)
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|_| (b)
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(3) SEC Use Only
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(4) Source of Funds (See Instructions) AF
-----------------------------------
-----------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e).
|_|
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(6) Citizenship or Place of Organization Delaware
---------------------------------
-----------------------------------------------------------------------
- --------------------
Number of (7) Sole Voting Power
Shares ----------------------------
Beneficially -----------------------------------------------
Owned by (8) Shared Voting Power 773,500
Each ----------------------------
Reporting -----------------------------------------------
Person (9) Sole Dispositive Power
With -----------------------
-----------------------------------------------
(10) Shared Dispositive Power 773,500
-----------------------
- -------------------- -----------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 773,500
----------
-----------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|_|
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Page 10 of 52 Pages
CUSIP No. 015351-10-9
(13) Percent of Class Represented by Amount in Row (11) 8.8%
-------------------
-----------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) PN
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Page 11 of 52 Pages
CUSIP No. 015351-10-9
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Caduceus Capital, Ltd.
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
|_| (a)
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|_| (b)
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(3) SEC Use Only
----------------------------------------------------------
-----------------------------------------------------------------------
(4) Source of Funds (See Instructions) WC
-----------------------------------
-----------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e).
|_|
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(6) Citizenship or Place of Organization British Virgin Islands
---------------------------------
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- --------------------
Number of (7) Sole Voting Power
Shares ----------------------------
Beneficially -----------------------------------------------
Owned by (8) Shared Voting Power 773,500
Each ----------------------------
Reporting -----------------------------------------------
Person (9) Sole Dispositive Power
With -----------------------
-----------------------------------------------
(10) Shared Dispositive Power 773,500
-----------------------
- -------------------- -----------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 773,500
----------
-----------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|_|
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Page 12 of 52 Pages
CUSIP No. 015351-10-9
(13) Percent of Class Represented by Amount in Row (11) 8.8%
-------------------
-----------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) CO
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Page 13 of 52 Pages
CUSIP No. 015351-10-9
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Caduceus Capital Management, Inc.
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
|_| (a)
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|_| (b)
-------------------------------------------------------------------
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(3) SEC Use Only
----------------------------------------------------------
-----------------------------------------------------------------------
(4) Source of Funds (See Instructions) AF
-----------------------------------
-----------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e).
|_|
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(6) Citizenship or Place of Organization Delaware
---------------------------------
-----------------------------------------------------------------------
- --------------------
Number of (7) Sole Voting Power
Shares ----------------------------
Beneficially -----------------------------------------------
Owned by (8) Shared Voting Power 773,500
Each ----------------------------
Reporting -----------------------------------------------
Person (9) Sole Dispositive Power
With -----------------------
-----------------------------------------------
(10) Shared Dispositive Power 773,500
-----------------------
- -------------------- -----------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 773,500
----------
-----------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|_|
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Page 14 of 52 Pages
CUSIP No. 015351-10-9
(13) Percent of Class Represented by Amount in Row (11) 8.8%
-------------------
-----------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) CO
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Page 15 of 52 Pages
CUSIP No. 015351-10-9
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Worldwide Health Sciences Portfolio
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
|_| (a)
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|_| (b)
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(3) SEC Use Only
----------------------------------------------------------
-----------------------------------------------------------------------
(4) Source of Funds (See Instructions) WC
-----------------------------------
-----------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e).
|_|
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(6) Citizenship or Place of Organization New York
---------------------------------
-----------------------------------------------------------------------
- --------------------
Number of (7) Sole Voting Power
Shares ----------------------------
Beneficially -----------------------------------------------
Owned by (8) Shared Voting Power 773,500
Each ----------------------------
Reporting -----------------------------------------------
Person (9) Sole Dispositive Power
With -----------------------
-----------------------------------------------
(10) Shared Dispositive Power 773,500
-----------------------
- -------------------- -----------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 773,500
----------
-----------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|_|
-----------------------------------------------------------------------
Page 16 of 52 Pages
CUSIP No. 015351-10-9
(13) Percent of Class Represented by Amount in Row (11) 8.8%
-------------------
-----------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) IV
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Page 17 of 52 Pages
CUSIP No. 015351-10-9
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Mehta and Isaly Asset Management, Inc.
-----------------------------------------------------------------------
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
|_| (a)
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|_| (b)
-------------------------------------------------------------------
-------------------------------------------------------------------
(3) SEC Use Only
----------------------------------------------------------
-----------------------------------------------------------------------
(4) Source of Funds (See Instructions) AF
-----------------------------------
-----------------------------------------------------------------------
(5) Check 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 -----------------------------------------------
Owned by (8) Shared Voting Power 773,500
Each ----------------------------
Reporting -----------------------------------------------
Person (9) Sole Dispositive Power
With -----------------------
-----------------------------------------------
(10) Shared Dispositive Power 773,500
-----------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 773,500
----------
-----------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|_|
-----------------------------------------------------------------------
Page 18 of 52 Pages
CUSIP No. 015351-10-9
(13) Percent of Class Represented by Amount in Row (11) 8.8%
-------------------
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(14) Type of Reporting Person (See Instructions) IA
--------------------------
Page 19 of 52 Pages
Item 1. Security and Issuer.
The class of equity securities to which this Amendment No. 1 to the
Statement on Schedule 13D (the "Amendment No. 1") relates is the Common Stock,
par value $0.0001 per share (the "Securities"), of Alexion Pharmaceuticals, Inc.
(the "Issuer"), a Delaware corporation, with its principal executive offices
located at 25 Science Park, New Haven, Connecticut 06511. This Amendment No. 1
amends the statement on Schedule 13D (the "Statement") dated January 28, 1997
and filed by the Reporting Persons (as defined herein).
Item 2. Identity and Background.
Item 2 is amended to read as follows:
(a) This Statement is being filed by Samuel D. Isaly, an individual,
("Isaly"), Viren Mehta, an individual, ("Mehta"), PHARMA/wHEALTH, an
unincorporated coproprietorship organized under the laws of the Grand-Duchy of
Luxembourg, M and I Investors, Inc., a corporation organized under the laws of
Delaware ("M and I"), Caduceus Capital, L.P., a limited partnership organized
under the laws of Delaware ("CCLP"), Caduceus Capital, Ltd., a company organized
under the laws of the British Virgin Islands ("CCL"), Caduceus Capital
Management, Inc., a corporation organized under the laws of Delaware ("CCMI"),
Worldwide Health Sciences Portfolio, a trust organized under the laws of New
York ("Worldwide") and Mehta and Isaly Asset Management, Inc., a corporation
organized under the laws of Delaware ("MIAMI" and together with Isaly, Mehta,
PHARMA/wHEALTH, M and I, CCLP, CCL, CCMI and Worldwide, the "Reporting
Persons").
(b)-(c) PHARMA/wHEALTH is an unregistered foreign investment fund that
is not making, nor does it propose to make, any public offering of its
securities in the United States or to U.S. resident investors and currently has
no U.S. resident investors. PHARMA/wHEALTH has its principal offices at 31 Allee
Scheffer, L-2520, Luxembourg. M and I acts as the investment adviser to
PHARMA/wHEALTH pursuant to an Advisory Agreement dated October 14, 1993 (the
"PHARMA/wHEALTH Advisory Agreement") and, as such, has full discretionary
investment management authority with respect to the assets of PHARMA/wHEALTH.
CCL is an unregistered foreign investment fund that has less than 100
investors and is not making, nor does it propose to make, any public offering of
its securities. CCL has its principal offices at Williams House, 20 Reid Street,
Hamilton, HM11, Bermuda. M and I acts as the investment adviser to CCL pursuant
to an Advisory Agreement dated January 31, 1997 (the "CCL Advisory Agreement").
As such, M and I has full discretionary management investment authority with
respect to the assets of CCL.
M and I is an unregistered investment adviser and does not hold itself
out to the general public as an investment adviser. During the preceding 12
months, M and I has
Page 20 of 52 Pages
acted as the investment adviser to fewer than 15 clients, including
PHARMA/wHEALTH and CCL, none of which were investment companies required to be
registered under the Investment Company Act of 1940, as amended. M and I has its
principal offices at 41 Madison Avenue, 40th Floor, New York, NY 10010.
CCLP is an unregistered investment fund that has less than 100
investors and is not making, nor does it propose to make, any public offering of
its securities. CCLP has its principal offices at 41 Madison Avenue, 40th Floor,
New York, NY 10010. Caduceus Management Partners, L.P. ("CMPLP") is the general
partner of CCLP and, pursuant to the Limited Partnership Agreement of CCLP dated
January 1, 1994 (the "CCLP Limited Partnership Agreement"), CMPLP has full
discretionary investment management authority with respect to the assets of
CCLP. CCMI is the general partner of CMPLP and, pursuant to the Limited
Partnership Agreement of CMPLP dated July 1, 1994 (the "CMPLP Limited
Partnership Agreement"), CCMI has full control over the management and operation
of CMPLP. Thus, CCMI has full discretionary investment management authority with
respect to the assets of CCLP by virtue of its control over the management and
operation of CMPLP. CCMI is an unregistered investment adviser and does not hold
itself out to the general public as an investment adviser. During the preceding
12 months, CCMI has only acted as an investment adviser to CCLP. CCMI has its
principal offices at 41 Madison Avenue, 40th Floor, New York, NY 10010.
Worldwide is a registered open-end management investment company that
has its principal offices at 24 Federal Street, Boston, MA 02110. MIAMI,
formerly known as "G/A Capital Management, Inc," is a registered investment
adviser that has its principal offices at 41 Madison Avenue, 40th Floor, New
York, NY 10010. MIAMI acts as the investment adviser to Worldwide pursuant to an
Investment Management Agreement dated June 24, 1996 (the "Worldwide Advisory
Agreement"). As such, MIAMI has full discretionary management investment
authority with respect to the assets of Worldwide.
Mehta and Isaly, each a natural person, together own all of the
outstanding stock of, and jointly control the management and operation of, M and
I, CCMI and MIAMI. Mehta and Isaly each have as their business address the
following: 41 Madison Avenue, 40th Floor, New York, NY 10010.
The directors and executive officers of PHARMA/wHEALTH, M and I, CCLP,
CCMI, CCL, Worldwide and MIAMI are set forth on Schedule I, Schedule II,
Schedule III, Schedule IV, Schedule V, Schedule VI and Schedule VII
respectively, attached hereto. Schedule I, Schedule II, Schedule III, Schedule
IV, Schedule V, Schedule VI and Schedule VII set forth the following information
with respect to each such person:
(i) name;
(ii) business address (or residence address where indicated);
Page 21 of 52 Pages
(iii) present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted; and
(iv) citizenship.
(d)-(e) During the last five years, neither the Reporting Persons nor
any person named in Schedule I, Schedule II, Schedule III, Schedule IV, Schedule
V, Schedule VI or Schedule VII attached hereto has been (a) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(b) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding 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) Both Mehta and Isaly are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended to read as follows:
On January 6, 1997, MIAMI, pursuant to its authority under the
Worldwide Advisory Agreement, caused Worldwide to use $437,500 of its working
capital to purchase 50,000 shares of Securities of the Issuer (the "January 6
Transaction"). As of the date of the January 6 Transaction, the Reporting
Persons were the beneficial owners of 405,500 shares of Securities, representing
approximately 5.5% of the outstanding Securities of the Issuer.
On January 17, 1997, M and I, pursuant to its authority under the
PHARMA/wHEALTH Advisory Agreement, caused PHARMA/wHEALTH to use $455,625 of its
working capital to purchase 45,000 shares of Securities of the Issuer (the
"January 17 Transaction"). As of the date of the January 17 Transaction, the
Reporting Persons were the beneficial owners of 450,500 shares of Securities,
representing approximately 6.1% of the outstanding Securities of the Issuer.
On April 3, 1997, M and I, pursuant to its authority under the CCL
Advisory Agreement, caused CCL to use $200,700 of its working capital to
purchase 20,000 shares of Securities of the Issuer (the "April 3 Transaction").
As of the date of the April 3 Transaction, the Reporting Persons were the
beneficial owners of 470,500 shares of Securities, representing approximately
____% of the outstanding Securities of the Issuer.
On May 2, 1997, M and I, pursuant to its authority under the CCL
Advisory Agreement, caused CCL to use $25,875 of its working capital to purchase
3,000 shares of Securities of the Issuer (the "May 2 Transaction"). As of the
date of the May 2 Transaction,
Page 22 of 52 Pages
the Reporting Persons were the beneficial owners of 473,500 shares of
Securities, representing approximately ____% of the outstanding Securities of
the Issuer.
On July 8, 1997, several of the Reporting Persons made purchases of the
Securities of the Issuer (the "July 8 Transaction"): (i) MIAMI, pursuant to its
authority under the Worldwide Advisory Agreement, caused Worldwide to use
$930,000 of its working capital to purchase 120,000 shares of Securities of the
Issuer; (ii) CCMI, pursuant to its authority under the CMPLP Limited Partnership
Agreement, caused CCLP to use $77,500 of its working capital to purchase 10,000
shares of Securities of the Issuer; (iii) M and I, pursuant to its authority
under the CCL Advisory Agreement, caused CCL to use $232,500 of its working
capital to purchase 30,000 shares of Securities of the Issuer; and (iv) M and I,
pursuant to its authority under the PHARMA/wHEALTH Advisory Agreement, caused
PHARMA/wHEALTH to use $1,085,000 of its working capital to purchase 140,000
shares of Securities of the Issuer. Prior to the July 8 Transaction, the
Reporting Persons were the beneficial owners of 773,500 shares of Securities,
representing approximately 8.8% of the outstanding Securities of the Issuer.
None of the Reporting Persons have acquired any additional shares of
Securities of the Issuer since July 8, 1997.
Item 4. Purpose of Transaction.
Item 4 is amended to read as follows:
As described more fully in Item 3 above, this Amendment No. 1 relates
to the acquisition of 323,000 shares of Securities by the Reporting Persons. The
Securities acquired by the Reporting Persons have been acquired for the purpose
of making an investment in the Issuer and not with the present intention of
acquiring control of the Issuer's business.
The Reporting Persons from time to time intend to review their
investment in the Issuer on the basis of various factors, including the Issuer's
business, financial condition, results of operations and prospects, general
economic and industry conditions, the securities markets in general and those
for the Issuer's securities in particular, as well as other developments and
other investment opportunities. Based upon such review, the Reporting Persons
will take such actions in the future as the Reporting Persons may deem
appropriate in light of the circumstances existing from time to time. If the
Reporting Persons believe that further investment in the Issuer is attractive,
whether because of the market price of the Issuer's securities or otherwise,
they may acquire shares of common stock or other securities of the Issuer either
in the open market or in privately negotiated transactions. Similarly, depending
on market and other factors, the Reporting Persons may determine to dispose of
some or all of the Securities currently owned by the Reporting Persons or
otherwise acquired by the Reporting Persons either in the open market or in
privately negotiated transactions.
Page 23 of 52 Pages
Except as set forth above, the Reporting Persons have not formulated
any plans or proposals which relate to or would result in: (a) the acquisition
by any person of additional securities of the Issuer or the disposition of
securities of the Issuer, (b) an extraordinary corporate transaction involving
the Issuer or any of its subsidiaries, (c) a sale or transfer of a material
amount of the assets of the Issuer or any of its subsidiaries, (d) any change in
the present board of directors or management of the Issuer, (e) any material
change in the Issuer's capitalization or dividend policy, (f) any other material
change in the Issuer's business or corporate structure, (g) any change in the
Issuer's charter or bylaws or other or instrument corresponding thereto or other
action which may impede the acquisition of control of the Issuer by any person,
(h) causing a class of the Issuer's securities to be deregistered or delisted,
(i) a class of equity securities of the Issuer becoming eligible for termination
of registration or (j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended to read as follows:
(a)-(b) As a result of the January 6 Transaction, the January 17
Transaction, the April 3 Transaction, the May 2 Transaction and the July 8
Transaction, the Reporting Persons may be deemed to be the beneficial owners of
773,500 shares of Securities. Based upon information contained in the most
recent available filing by the Issuer with the SEC, such Securities constitute
approximately 8.8% of the issued and outstanding Securities. As described above
in Item 2, Isaly and Mehta together own all of the outstanding stock of each of
M and I, CCMI and MIAMI. M and I has full discretionary investment management
authority with respect to the assets of PHARMA/wHEALTH and CCL. CCMI has full
discretionary investment management authority with respect to the assets of
CCLP. MIAMI has full discretionary investment management authority with respect
to the assets of Worldwide. As a result, the Reporting Persons share power to
direct the vote and to direct the disposition of the 773,500 shares of
Securities.
(c) Except as disclosed in Item 3, neither the Reporting Persons, nor,
to the knowledge of the Reporting Persons, any person named in Schedule I,
Schedule II, Schedule III, Schedule IV, Schedule V, Schedule VI or Schedule VII
has effected any transaction in the Securities during the past 90 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Item 6 is amended to read as follows:
Page 24 of 52 Pages
Pursuant to the PHARMA/wHEALTH Advisory Agreement, M and I has full
discretionary investment management authority with respect to the assets of
PHARMA/wHEALTH. Such authority includes the power to vote and otherwise dispose
of securities purchased by M and I on behalf of PHARMA/wHEALTH.
Pursuant to the CCLP Limited Partnership Agreement, CMPLP has full
discretionary investment management authority with respect to the assets of
CCLP. Pursuant to the CMPLP Limited Partnership Agreement, CCMI, has full
control over the management and operation of CMPLP. Through its control of
CMPLP, CCMI thus possesses full discretionary investment management authority
with respect to the assets of CCLP. Such authority includes the power to vote
and otherwise dispose of securities purchased by CCMI on behalf of CCLP.
Pursuant to the CCL Advisory Agreement, M and I has full discretionary
investment management authority with respect to the assets of CCL. Such
authority includes the power to vote and otherwise dispose of securities
purchased by M and I on behalf of CCL.
Pursuant to the Worldwide Investment Advisory Agreement, MIAMI has full
discretionary investment management authority with respect to the assets of
Worldwide. Such authority includes the power to vote and otherwise dispose of
securities purchased by MIAMI on behalf of Worldwide.
Mehta and Isaly together own all of the outstanding stock of, and
jointly control the management and operation of, M and I, CCMI and MIAMI.
Other than the investment management agreements and the relationships
mentioned above, to the best knowledge of the Reporting Persons, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 and between such persons and any persons with
respect to any securities of the Issuer, including, but not limited to, transfer
or voting of any of the Securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits
or loss, or the giving of withholding of proxies.
Page 25 of 52 Pages
Item 7. Material to Be Filed as Exhibits.
Exhibit Description
- ------- -----------
A. Advisory Agreement between Caduceus Capital, Ltd. and M and I Investors,
Inc. dated January 1, 1997.
B. Joint Filing Agreement among Samuel D. Isaly, Viren Mehta,
PHARMA/wHEALTH, M and I Investors, Inc., Caduceus Capital, L.P.,
Caduceus Capital Management, Inc., Caduceus Capital, Ltd., Worldwide
Health Sciences Portfolio and Mehta and Isaly Asset Management, Inc.
Page 26 of 52 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 1 is true, complete
and correct.
July 24, 1997 SAMUEL D. ISALY
/s/ Samuel D. Isaly
------------------------------------
Page 27 of 52 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 1 is true, complete
and correct.
July 24, 1997 VIREN MEHTA
/s/ Viren Mehta
------------------------------------
Page 28 of 52 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 1 is true, complete
and correct.
July 24, 1997 PHARMA/wHEALTH
By: /s/ Mirko von Restorff
------------------------------------
Name: Mirko von Restorff
Title: Chairman
Page 29 of 52 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 1 is true, complete
and correct.
July 24, 1997 M AND I INVESTORS, INC.
By: /s/ Samuel D. Isaly
------------------------------------
Name: Samuel D. Isaly
Title: President
Page 30 of 52 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 1 is true, complete
and correct.
July 24, 1997 CADUCEUS CAPITAL, L.P.
By: /s/ Samuel D. Isaly
------------------------------------
Name: Samuel D. Isaly
Title:
Page 31 of 52 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 1 is true, complete
and correct.
July 24, 1997 CADUCEUS CAPITAL
MANAGEMENT, INC.
By: /s/ Samuel D. Isaly
------------------------------------
Name: Samuel D. Isaly
Title: President
Page 32 of 52 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 1 is true, complete
and correct.
July 24, 1997 CADUCEUS CAPITAL, LTD.
By: /s/ Philip Pedro
------------------------------------
Name: Philip Pedro
Title: Secretary
Page 33 of 52 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 1 is true, complete
and correct.
July 24, 1997 WORLDWIDE HEALTH
SCIENCES PORTFOLIO
By: /s/ Eric G. Woodbury
------------------------------------
Name: Eric G. Woodbury
Title: Assistant Secretary
Page 34 of 52 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 1 is true, complete
and correct.
July 24, 1997 MEHTA AND ISALY ASSET
MANAGEMENT, INC.
By: /s/ Samuel D. Isaly
------------------------------------
Name: Samuel D. Isaly
Title: President
Page 35 of 52 Pages
Schedule I
The name and present principal occupation of each of the executive
officers and directors of PHARMA/wHEALTH are set forth below.
================================================================================
Name and Position with Reporting Principal Occupation
Citizenship Person and Business Address
- --------------------------------------------------------------------------------
Mirko von Restorff Chairman General Manager
Bank Sal. Oppenheim jr.
German citizen & Cie. Luxembourg S.A.
31 Allee Scheffer
L-2520
Luxembourg
- --------------------------------------------------------------------------------
Rene Braginsky Director Senior Vice President
Bank Sal. Oppenheim jr.
Swiss citizen & Cie. (Schweiz) AG
Uraniastrasse 28
CH 8022
Zurich, Switzerland
- --------------------------------------------------------------------------------
Paul Helminger Director President
Serie S.A.
Luxembourg citizen 55 Rue Michel Rodange
L-2430
Luxembourg
- --------------------------------------------------------------------------------
Samuel D. Isaly Director Partner
Mehta and Isaly
United States citizen 41 Madison Avenue
40th Floor
New York, NY 10010
- --------------------------------------------------------------------------------
Joel R. Mesznik Director President
Mesco Ltd.
United States citizen 122 East 42nd Street
Suite 4906
New York, NY 10168
- --------------------------------------------------------------------------------
Page 36 of 52 Pages
- --------------------------------------------------------------------------------
Georg von Richter Director General Manager
Bank Sal. Oppenheim jr.
German citizen & Cie. (Schweiz) AG
Uraniastrasse 28
CH 8022
Zurich, Switzerland
================================================================================
Page 37 of 52 Pages
Schedule II
The name and present principal occupation of each of the executive
officers and directors of M and I Investors, Inc. are set forth below. Unless
otherwise noted, each of these persons are United States citizens and have as
their business address 41 Madison Avenue, 40th Floor, New York, NY 10010.
================================================================================
Position with Reporting
Name Person Principal Occupation
- --------------------------------------------------------------------------------
Samuel D. Isaly President, Director Partner
Mehta and Isaly
- --------------------------------------------------------------------------------
Viren Mehta Secretary, Treasurer, Director Partner
Mehta and Isaly
================================================================================
Page 38 of 52 Pages
Schedule III
The name and present principal occupation of each of the general
partner of Caduceus Capital, L.P. are set forth below. Caduceus Capital
Management, Inc. is a Delaware corporation and has as its business address 41
Madison Avenue, 40th Floor, New York, NY 10010.
================================================================================
Position with Reporting
Name Person Principal Occupation
- --------------------------------------------------------------------------------
Caduceus Capital General Partner Investment advisory
Management, Inc. services
================================================================================
Page 39 of 52 Pages
Schedule IV
The name and present principal occupation of each of the executive
officers and directors of Caduceus Capital Management, Inc. are set forth below.
Unless otherwise noted, each of these persons are United States citizens and
have as their business address 41 Madison Avenue, 40th Floor, New York, NY
10010.
================================================================================
Position with Reporting
Name Person Principal Occupation
- --------------------------------------------------------------------------------
Samuel D. Isaly President, Director Partner
Mehta and Isaly
- --------------------------------------------------------------------------------
Viren Mehta Treasurer, Director Partner
Mehta and Isaly
================================================================================
Page 40 of 52 Pages
Schedule V
The name and present principal occupation of each of the executive
officers and directors of Caduceus Capital, Ltd. are set forth below.
================================================================================
Position with Reporting Principal Occupation
Name Person and Business Address
- --------------------------------------------------------------------------------
Alan L. Brown Director Director, Executive V.P.
Winchester Global Trust
British Subject Company Limited
Williams House
20 Reid Street
Hamilton, HM11
Bermuda
- --------------------------------------------------------------------------------
Philip Pedro Director President, Secretary
Secretary Olympia Capital
Bermudian Citizen (Bermuda) Limited
Williams House
20 Reid Street
Hamilton, HM11
Bermuda
================================================================================
Page 41 of 52 Pages
Schedule VI
The name and present principal occupation of each of the executive
officers and directors of Worldwide Health Sciences Portfolio are set forth
below. Unless otherwise noted, each of these persons are United States citizens.
================================================================================
Position with Reporting Principal Occupation
Name Person and Business Address
- --------------------------------------------------------------------------------
Donald R. Dwight Trustee President
Dwight Partners, Inc.
Clover Mill Lane
Lyme, NH 03768
- --------------------------------------------------------------------------------
James B. Hawkes Trustee, President President, CEO
Eaton Vance Corp.
24 Federal Street
Boston, MA 02110
- --------------------------------------------------------------------------------
Samuel L. Hayes, III Trustee Professor
Harvard University
Graduate School of
Business Administration
Soldiers Field Road
Boston, MA 02163
- --------------------------------------------------------------------------------
Samuel D. Isaly Vice President Partner
Mehta and Isaly
41 Madison Avenue,
40th Floor
New York, NY 10010
- --------------------------------------------------------------------------------
James L. O'Connor Treasurer Vice President
Eaton Vance
Management, Inc.
24 Federal Street
Boston, MA 02110
- --------------------------------------------------------------------------------
Thomas Otis Secretary Vice President
Eaton Vance
Management, Inc.
24 Federal Street
Boston, MA 02110
- --------------------------------------------------------------------------------
Page 42 of 52 Pages
- --------------------------------------------------------------------------------
Norton H. Reamer Trustee President, Director
United Asset
Management Corp.
One International Plaza
Boston, MA 02110
- --------------------------------------------------------------------------------
John L. Thorndike Trustee Director
Fiduciary Company
Incorporated
175 Federal Street
Boston, MA 02110
- --------------------------------------------------------------------------------
Jack L. Treynor Trustee Investment Adviser,
Consultant
504 Via Almar
Palos Verdes Estates, CA
90274
================================================================================
Page 43 of 52 Pages
Schedule VII
The name and present principal occupation of each of the executive
officers and directors of Mehta and Isaly Asset Management, Inc.are set forth
below. Unless otherwise noted, each of these persons are United States citizens
and have as their business address 41 Madison Avenue, 40th Floor, New York, NY
10010.
================================================================================
Position with Reporting
Name Person Principal Occupation
- --------------------------------------------------------------------------------
Samuel D. Isaly Director, President, Secretary Partner
Mehta and Isaly
- --------------------------------------------------------------------------------
Thomas F. Tarpey Director, Vice President, Marketing Representative
Treasurer Marshall and Sullivan
1907 Selby Avenue
Suite 5
Los Angeles, CA 90025
================================================================================
Page 44 of 52 Pages
EXHIBIT INDEX
================================================================================
Exhibit Description Page No.
- --------------------------------------------------------------------------------
A. Advisory Agreement between Caduceus
Capital, Ltd. and M and I Investors, Inc.
dated January 1, 1997.
- --------------------------------------------------------------------------------
B. Joint Filing Agreement among Samuel D.
Isaly, Viren Mehta, PHARMA/wHEALTH,
M and I Investors, Inc., Caduceus Capital,
L.P., Caduceus Capital Management, Inc.,
Worldwide Health Sciences Portfolio, Mehta
and Isaly Asset Management, Inc. and
Caduceus Capital, Ltd.
================================================================================
Page 45 of 52 Pages
Exhibit A.
ADVISORY AGREEMENT
January 1, 1997
Caduceus Capital, Ltd.
Williams House
20 Reid Street
Hamilton HM 11
Bermuda
Dear Sirs:
We confirm that M and I Investors, Inc. (the "Advisor") will act as the
investment advisor for Caduceus Capital, Ltd., a British Virgin Islands
corporation (the "Fund").
The Fund has advised us that it proposes to offer and sell its shares
in accordance with the Confidential Information Memorandum of the Fund dated
January 31, 1997, which may be amended or supplemented from time to time (the
"Memorandum"). We acknowledge receipt of the Memorandum and confirm our reliance
on the statements therein. We understand that our activities for the Fund are
subject to (i) the Fund's investment objectives and the investment restrictions
and other statements in the Memorandum, (ii) the provisions of this advisory
agreement ("Agreement"), and (iii) such other directions as to which the Fund
shall from time to time notify the Advisor in writing.
The Advisor believes that its services can best be performed as
follows:
1. The Advisor will have full discretion to allocate the Fund's
assets among investment vehicles ("Portfolio Investments") (as
described in the Memorandum). The Advisor shall monitor the
performance of the Portfolio Investments on a continuing
basis. The Advisor shall have discretion to place orders with
broker/dealers, foreign currency dealers or others pursuant to
the Advisor's determinations and in accordance with Fund's
investment objectives and policies as expressed in the
Memorandum. The Advisor shall determine which portion of the
Fund's assets shall be invested in securities and other assets
and which portion, if any, should be held as cash.
2. The Advisor shall send or cause to be sent by facsimile
transmission or other electronic means to the Fund on the last
business day of each month (and such additional dates as the
Fund and we may from time to time agree upon in advance) a
portfolio statement reflecting the allocation of assets of the
Fund as
Page 46 of 52 Pages
Exhibit A.
of the close of business (5:00 p.m. Bermuda time) on the
immediately preceding business day. For such purpose, the
portfolio shall be deemed to include, without limitation,
investment securities, receivables in respect of securities
sold and cash items, including proceeds of sales of
securities. On the second business day following each trade
date, we shall send or cause to be sent by facsimile
transmission or other electronic means confirmations of all
trades executed on the Fund's behalf on such trade date and
provide such other information on the trades as the Fund and
we may agree upon.
3. Upon reasonable request the Advisor shall provide the Fund or
its board of directors with such information as the Fund or
its board of directors deems necessary for purposes of
monitoring the performance of the Advisor's obligations and
duties set forth herein. Notwithstanding the foregoing,
neither the Fund nor its board of directors shall have direct
access to the Advisor's books and records, which shall be
deemed the confidential and proprietary property of the
Advisor.
4. The Advisor shall not be liable for its acts, or omissions to
act, in connection with its obligations hereunder, provided
that it has not acted with bad faith, gross negligence or
reckless disregard of its obligations and duties set forth
herein. The Advisory Board (as described in the Memorandum)
shall not be liable for any acts, or omissions to act, in
connection with the rendering of advisory services to the
Advisor or in connection with the Advisor's rendering of
services to the Fund.
5. (a) The Advisor represents and confirms to the Fund that (i)
all statements concerning the Advisor, its affiliates, the
investments it will make on behalf of the Fund and the
characteristics, potential benefits and risks of such
investments, as described in the Memorandum, are in all
material respects true and accurate and do not omit any
material fact which would, in light of the circumstances under
which such statements are made or otherwise, be required in
order to make such statements not misleading; (ii) the Advisor
will advise the Fund promptly of any change which, from time
to time, may be necessary to ensure that such statements
remain in all material respects true and accurate and do not
omit any material fact which, in light of the circumstances
under which such statements are made or otherwise, is required
in order to make such statements not misleading; and (iii) the
Advisor (A) has all the requisite authority to enter into,
execute and deliver and perform its obligations hereunder, and
(B) will not breach any agreement or law to which it is
subject by performing its obligations hereunder. The Advisor
hereby agrees to indemnify and hold the Fund harmless from,
against and in respect of any and all damage, liability, cost
and expense, including reasonable legal fees and
Page 47 of 52 Pages
Exhibit A.
expenses, suffered or incurred by the Fund by reason of any
breach of any representation contained in this paragraph.
(b) The Fund represents and confirms to the Advisor that (i)
the shares of the Fund (the "Shares") have not been and will
not be registered under the U.S. Securities Act of 1933, as
amended; (ii) the Fund will not be registered under the U.S.
Investment Company Act of 1940, as amended; and (iii) except
as provided in the Memorandum, the Shares have not been and
are not being offered for sale (A) in the United States (or
any of its territories, possessions or areas subject to its
jurisdiction), (B) to any person who is a "U.S. Person" (as
defined in the Memorandum) or (C) to any person purchasing for
the account of or for resale to any U.S. Person. By its
signature at the foot of this Agreement, the Fund agrees to
indemnify and hold the Advisor harmless from, against and in
respect of any and all damage, liability, cost and expense,
including reasonable legal fees and expenses, suffered or
incurred by the Advisor by reason of any breach of any
representation contained in this paragraph.
6. This Agreement has an indefinite term but may be terminated
without penalty by the Advisor or by the Fund on thirty (30)
days' prior written notice, and terminates automatically upon
assignment by the Advisor without the Fund's consent.
7. The Advisor shall receive a management fee from the Fund for
its services at the rate of 1.00% per annum, payable
quarterly, based on the Net Asset Value of the Shares, as
defined in the Memorandum, preceding the beginning of quarter.
8. (a) You have represented to us that (i) under the laws of the
British Virgin Islands, the Fund is permitted to pay an
incentive fee to the Advisor; and (ii) the payment of
incentive fees to investment advisors by enterprises such as
the Fund is legal under the applicable laws of the British
Virgin Islands. Based on the foregoing, the Advisor agrees to
accept an incentive fee (as calculated below) as payment for
its services.
(b) The Advisor shall receive an incentive fee from the Fund
for its services paid annually at the rate of 20% of the full
increase in the value of the Shares, appropriately adjusted
for any subscriptions, distributions or redemptions in that
year. The annual period upon which the incentive fee shall be
based ends on the Valuation Date on or immediately preceding
the end of the Fund's Fiscal Year and commences on the last
Valuation Date of the preceding Fiscal Year (which in the case
of the first year of the Fund is the date on which the Fund
commences operations). Upon redemption of Shares
Page 48 of 52 Pages
Exhibit A.
at any time other than the end of the Fiscal Year, the Fund
will deduct from the proceeds of redemption, and pay to the
Advisor, an amount equal to 20% of the full aggregate increase
in the net asset value of the Shares being redeemed since the
end of the preceding Fiscal Year.
9. The Advisor shall be authorized to determine the broker/dealer
to be used for each securities transaction for the Fund. In
selecting broker/dealers to execute transactions, the Advisor
need not solicit competitive bids and does not have an
obligation to seek the lowest available cost. In selecting
broker/dealers, the Advisor may or may not negotiate
"execution only" commission rates; thus, the Fund may be
deemed to be paying for other services provided by such
broker/dealer, even though the Fund may not, in any particular
instance, be the direct or indirect beneficiary of the
research or services provided.
10. It is understood that the Advisor is an independent contractor
and not an employee or agent of the Fund.
11. The Advisor's services hereunder are not to be deemed
exclusive and it is understood that we may render investment
advice, management and services to others. It is specifically
understood and agreed that our advice to others may, from time
to time, be inconsistent with that given to the Fund. The
Advisor may purchase and sell assets for the accounts of other
of its clients with investment objectives similar to those of
the Fund. In case of a conflict between the Fund's account and
one or more of such other accounts, where there is a limited
supply of a particular investment or a limited opportunity to
sell any investment, the Advisor will act in the manner it
considers equitable and consistent with its obligations both
to the Fund and to its other clients. It is specifically
understood and agreed that the Advisor cannot assure equal
treatment among all of its clients at all times.
Page 49 of 52 Pages
Exhibit A.
If these terms meet with your approval, please indicate by
signing and returning to us the extra copy of this letter which is enclosed
herewith.
Very truly yours,
M and I Investors, Inc.
By: /s/ Samuel D. Isaly
-----------------------------
Name: Samuel D. Isaly
Title: President
The foregoing is hereby approved and accepted.
CADUCEUS CAPITAL, LTD.
By: /s/ Philip Pedro
----------------------
Dated: January 1, 1997
Page 50 of 52 Pages
Exhibit A.
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule
13D, dated January 28, 1997, (the "Schedule 13D"), with respect to the Common
Stock, par value $0.0001 per share, of Alexion Pharmaceuticals, Inc. is, and any
amendments thereto, including the Amendment No. 1 to the Schedule 13D dated July
24, 1997 (the "Amendment No. 1"), executed by each of us shall be, filed on
behalf of each of us pursuant to and in accordance with the provisions of Rule
13d-1(f) under the Securities and Exchange Act of 1934, as amended, and that
this Agreement shall be included as an Exhibit to the Schedule 13D and each such
amendment, including the Amendment No. 1. Each of the undersigned agrees to be
responsible for the timely filing of the Schedule 13D and any amendments
thereto, including the Amendment No. 1, and for the completeness and accuracy of
the information concerning itself contained therein. This Agreement may be
executed in any number of counterparts, all of which taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the 24th day of July, 1997.
SAMUEL D. ISALY VIREN MEHTA
/s/ Samuel D. Isaly /s/ Viren Mehta
- --------------------------------- ------------------------------------
PHARMA/wHEALTH M and I INVESTORS, INC.
By: /s/ Mirko von Restorff By: /s/ Samuel D. Isaly
------------------------------ --------------------------------
Name: Mirko von Restorff Name: Samuel D. Isaly
Title: Chairman Title: President
Page 51 of 52 Pages
Exhibit A.
CADUCEUS CAPITAL, L.P. CADUCEUS CAPITAL MANAGEMENT, INC.
By: /s/ Samuel D. Isaly By: /s/ Samuel D. Isaly
------------------------------ -----------------------------
Name: Samuel D. Isaly Name: Samuel D. Isaly
Title: Title: President
WORLDWIDE HEALTH MEHTA & ISALY ASSET
SCIENCES PORTFOLIO MANAGEMENT, INC.
By: /s/ Eric G. Woodbury By: /s/ Samuel D. Isaly
------------------------------ -----------------------------
Name: Eric G. Woodbury Name: Samuel D. Isaly
Title: Assistant Secretary Title: President
CADUCEUS CAPITAL, LTD.
By: /s/ Philip Pedro
-----------------------------
Name: Philip Pedro
Title: Secretary
CADUCEUS CAPITAL, LTD.
By:
-----------------------------
Name: Philip Pedro
Title: Secretary
Page 52 of 52 Pages