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Biotech / Medical : Paracelsian Inc (PRLN)

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To: Hank who wrote (2926)6/18/1997 9:54:00 AM
From: Jonathan Schonsheck   of 4342
 
Dear Threaders,

I offer for your consideration a five-count "shareholder indictment" of the current "management" of our Company. As Keith Rhodes seems to have resumed the role of President as well as Chairman, it is directed primarily at him. But these criticisms apply to the other three current members of the Board of Directors as well.

1. Rhodes has failed to keep the stockholders--us, the owners of the Company--properly informed. Recent Press Releases have been few in number, and relatively uninformative. Worse, he has failed to schedule a stockholders meeting in a timely manner, in violation of the Company's own By-Laws, and in violation of Delaware Law.

2. Rhodes has failed to retain essential personnel. The departures of Dr. John Babish, Vice President and Chief Science Officer; Arthur Koch, Vice President and Chief Financial Officer; and several members of the Board of Directors, is compelling evidence.

3. Rhodes has failed to secure essential personnel. Our Company continues to operate without a real CEO, without a Chief Science Officer, and without a CFO. Four Directors, plus various consultants, does not constitute an efficient management structure. Indeed, it does not constitute a coherent management structure.

4. Rhodes has failed to operate the Company in the interests of the stockholders. The Press Release of June 10 claimed that the number of Directors had been "set" at seven. The practical impact of this: the four current Directors retain a majority, and thus control, regardless of who is appointed to the three vacancies. Is this in the interests of the stockholders, or the interests merely of the current Directors?

5. Rhodes has failed to launch the inaugural product, AndroVir-DS, a launch which is crucial to our Company. The Press Release announcing the cancellation made no sense. We have known from the beginning that if we claim that AndroVir-DS is "for" the treatment of AIDS, we have thereby deemed it a "drug"--putting us in FDA jeopardy. But the plan that was developed was to market AndroVir-DS as a dietary supplement, in compliance with FDA requirements. Nothing I have been able to learn convinces me that this cannot still be done. But it cannot be done, I believe, by these people.

In my judgement, it is time for the current Directors to resign, to make way for individuals who can carry out the the vision that attracted us to Paracelsian. The science is sound; it is the management that has failed.

If your judgement coincides with mine, you might want to write, call or fax Keith Rhodes.

222 Langmuir Laboratories
Cornell Technology Park
Ithaca, New York 14850
Voice: 800.475.3141
Fax: 607.257.2734

Endorsements and rejoinders by Threaders all welcome. As I see it, the future of our Company is at stake.

Jonathan
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