CLINICHEM DEVELOPMENT

CliniChem was incorporated by articles of incorporation under the Canada Business Corporations Act (the "CBCA") by BioChem in January 1998 to conduct research and development of potential human therapeutic and vaccine products primarily for the treatment of cancer and HIV infection, including AIDS, and the prevention of certain infectious diseases. CliniChem has not conducted any business to date and has no employees. Its three officers are full-time employees of BioChem. CliniChem does not i... ntend to perform any research, development or other activities itself, but rather will contract with BioChem to perform all such activities pursuant to the terms of the Research and Development Agreement. The CliniChem Programs initially to be conducted under the Research and Development Agreement are the development of (i) BCH-4556, a novel nucleoside analog to treat various forms of cancer, (ii) BCH-10652, a novel nucleoside analog to treat HIV infection, including AIDS (iii) small molecules to treat solid cancer tumors by inhibiting angiogenesis through the antagonism of the a(n)b(3) receptor, (iv) recombinant protein vaccines to prevent infection by: (a) Neisseria meningitidis, (b) Streptococcus pneumoniae, (c) Neisseria gonorrhoeae, (d) Haemophilus influenzae non typeable, (e) Streptococcus Group B and (f) Chlamydia pneumoniae. BioChem has the right, with the consent of the Board of Directors of CliniChem, to expand the scope of the CliniChem Programs and to select additional development programs to be conducted as substitutes for, or in addition to, the Therapeutic Program and the Vaccine Program.More