| ''When a stock is trading at half cash value, you don't need a PhD in finance to know that investors would like to see a higher price,'' said Jean-Francoise Formela, managing partner of Atlas Venture Partners of Waltham and a director of Variagenics. ''As far as pharmacogenomics is concerned, it doesn't take a high school degree to realize that there was no business there. Look at the history of the revenues of the company, planned vs. actual: We needed to look at another business.'' 
 So..........
 
 1.  The company only went public about two years ago.  Why didn't Formela (a VENTURE CAPITALIST) step up with appropriate caution at that time, and suggest that it was perhaps premature to take the company public?
 
 2.  I don't agree with him.  I believe that there is a business in pharmacogenomics, and that linked polymophisms of interest (efficacy or toxicity) WILL fall out of clinical testing.
 
 3.  It sounds as though the Atlas shares are those that constitute the majority of the 15% committed to "yes".  Here is the list of >5% owners from the last proxy......
 
 Name and Address of Beneficial Owner(1)
 --------------------------------------------------------------------------------
 Number of Shares
 Beneficially Owned(2)
 --------------------------------------------------------------------------------
 Percentage of Shares
 Beneficially Owned(2)
 --------------------------------------------------------------------------------
 
 Wells Fargo Bank Indiana, N.A.(3)
 P.O. Box 960
 Fort Wayne, IN 46801   3,419,015   14.4 %
 Atlas Venture(4)
 222 Berkeley Street, Suite 1950
 Boston, MA 02116   2,564,151   10.9 %
 Oxford Bioscience Partners(5)
 315 Post Road West
 Westport, CT 06880   2,092,863   8.9 %
 CIBC(6)
 425 Lexington Avenue, 9th Floor
 New York, NY 10017   2,099,118   9.0 %
 
 14
 
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 Forward Ventures(7)
 9255 Towne Centre Drive, Suite 300
 San Diego, CA 92121   1,242,324   5.3 %
 Joseph S. (Jay) Mohr   300   *
 Taylor J. Crouch(8)   849,361   3.5 %
 Anne L. Bailey(9)   145,811   *
 Alan C. Houston, M.D.(10)   74,306   *
 Richard P. Shea(11)   125,851   *
 Vincent P. Stanton Jr., M.D.(12)   143,219   *
 Colin W. Dykes, Ph.D.(13)   296,418   1.3 %
 David Housman, Ph.D.(14)   288,391   1.2 %
 Philippe O. Chambon, M.D., Ph.D.(15)   3,978,193   16.7 %
 Jean-Francois Formela, M.D.(16)   2,595,301   11.0 %
 William A. Scott, Ph.D.(17)   29,254   *
 Martin A. Vogelbaum(18)   149,584   *
 Ellen M. Zane(19)   18,334   *
 All directors and current executive officers as a group (11 persons)   7,548,544   30.6 %
 
 --------------------------------------------------------------------------------
 
 *
 Represents beneficial ownership of less than one percent of the Company's outstanding shares of Common Stock.
 (1)
 Addresses are given for beneficial owners of more than 5% of the outstanding Common Stock only. Unless otherwise indicated, the address of each shareholder is c/o Variagenics, Inc., 60 Hampshire Street, Cambridge, Massachusetts 02139.
 (2)
 Shares of Common Stock that an individual or group has the right to acquire within sixty days of April 12, 2002, pursuant to the exercise of options and warrants or pursuant to stock purchase agreements, are deemed outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table.
 (3)
 This information, except the percentage beneficially owned, is based solely on a Schedule 13G filed by Wells Fargo & Company with the Securities and Exchange Commission on March 26, 2001. Includes 2,979,815 shares of Common Stock and warrants to purchase 439,200 shares of Common Stock held by Wells Fargo Bank Indiana, N.A. (the "Bank"), as trustee, pursuant to a voting trust agreement by and among the Bank, Sprout Capital VIII, L.P., Sprout Venture Capital, L.P., DLJ Capital Corporation, DLJ ESC II, L.P. and Donaldson, Lufkin & Jenrette, Inc. Philippe O. Chambon, M.D., Ph.D. is a general partner of the general partner of Sprout Capital VIII, L.P.
 (4)
 This information, except the percentage beneficially owned, is based solely on a Schedule 13G filed by Atlas Venture Fund III, L.P. with the Securities and Exchange Commission on February 8, 2002. Includes 2,332,891 shares of Common Stock and warrants to purchase 188,470 shares of Common Stock held by Atlas Venture Fund III, L.P. and 38,691 shares of Common Stock and warrants to purchase 4,099 shares of Common Stock held by Atlas Venture Entrepreneurs' Fund III L.P. Jean-Francois Formela, M.D., is a general partner of Atlas Venture.
 (5)
 This information is based solely on a Schedule 13G filed by Oxford Bioscience with the Securities and Exchange Commission on February 13, 2002. Includes 800,492 shares of Common Stock and warrants to purchase 62,468 shares of Common Stock held by Oxford Bioscience Partners II, L.P.,
 15
 
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 599,897 shares of Common Stock and warrants to purchase 46,815 shares of Common Stock held by Oxford Bioscience Partners (Bermuda) II, L.P., 172,827 shares of Common Stock and warrants to purchase 16,206 shares of Common Stock held by Oxford Bioscience Partners (Adjunct) II, L.P., and 357,583 shares of Common Stock and warrants to purchase 36,575 shares of Common Stock held by Oxford Bioscience Partners (GS-Adjunct) II, L.P.
 
 (6)
 This information, except the percentage beneficially owned, is based solely on a Schedule 13G filed by Canadian Imperial Bank of Commerce ("CIBC") with the Securities and Exchange Commission on February 14, 2001. Includes 1,574,339 shares of Common Stock held by CIBC WMV Inc., a wholly-owned indirect subsidiary of CIBC, and 524,779 shares of Common Stock held by CIBC Employee Private Equity Fund Partners, a vehicle owned by partnerships established for the benefit of employees of CIBC to which CIBC serves as an advisor.
 (7)
 This information is based solely on a Schedule 13G filed by Forward Ventures III, L.P. with the Securities and Exchange Commission on February 12, 2002. Includes 216,155 shares of Common Stock and warrants to purchase 43,364 shares of Common Stock held by Forward Ventures III, L.P. and 818,587 shares of Common Stock and warrants to purchase 164,218 shares of Common Stock held by Forward Ventures III Institutional Partners, L.P.
 (8)
 Includes 762,399 shares issuable upon the exercise of options to purchase Common Stock.
 (9)
 Includes 103,464 shares issuable upon the exercise of options to purchase Common Stock.
 (10)
 Includes 73,298 shares issuable upon the exercise of options to purchase Common Stock.
 (11)
 Includes 120,872 shares issuable upon the exercise of options to purchase Common Stock.
 (12)
 Includes 94,920 shares issuable upon the exercise of options to purchase Common Stock.
 (13)
 Includes 285,274 shares issuable through May 30, 2002 upon the exercise of options to purchase Common Stock.
 (14)
 Includes 98,957 shares issuable upon the exercise of options to purchase Common Stock.
 (15)
 Includes 24,364 shares of Common Stock issuable upon the exercise of options to purchase Common Stock. Includes 2,442,751 shares of Common Stock and warrants to purchase 381,796 shares of Common Stock held by Wells Fargo Bank Indiana, N.A. (the "Bank"), as trustee, pursuant to a voting trust agreement by and among the Bank, Sprout Capital VIII, L.P., Sprout Venture Capital, L.P., DLJ Capital Corporation, DLJ ESC II, L.P. and Donaldson, Lufkin & Jenrette, Inc. and 1,129,282 shares of Common Stock held by Sprout Capital VIII, L.P. Dr. Chambon is a general partner of the general partner of Sprout Capital VIII, L.P. and disclaims beneficial ownership of such shares and warrants, except to the extent of his pecuniary interest in the shares and warrants.
 (16)
 Includes 26,150 shares issuable upon the exercise of options to purchase Common Stock. Includes 2,371,582 shares of Common Stock and warrants to purchase 192,569 shares of Common Stock held by Atlas Venture. Dr. Formela is a general partner of Atlas Venture and disclaims beneficial ownership of such shares and warrants, except to the extent of his pecuniary interest in the shares and warrants.
 (17)
 Includes 27,754 shares issuable upon the exercise of options to purchase Common Stock.
 (18)
 Includes 147,584 shares issuable upon the exercise of options to purchase Common Stock.
 (19)
 Consists of 18,334 shares issuable upon the exercise of options to purchase Common Stock.
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