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as of February 28, 2003, except as otherwise noted
Tularik Inc.
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Cumbre Inc.
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Beneficial Owner
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Number of Tularik Shares
Beneficially Owned(1)
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Tularik Shares Issuable
Pursuant to Options
Exercisable
Within 60 Days of February 28,
2003
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Percent of
Total(2)
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Number of Cumbre Shares Beneficially Owned(3)
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Cumbre Shares Issuable
Pursuant to Options
Exercisable
within 60 Days of February 28,
2003
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Percent of Total(4)
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ZKB Pharma Vision AG(5)
c/o Zurich Cantonalbank
Postfach
8010 Zurich, Switzerland
11,358,238
—
20.6
%
6,000,000
—
23.9
%
FMR Corp. and related entities(6)
3,736,392
—
6.8
%
—
—
—
82 Devonshire St.
Boston, MA 02109
Mazama Capital
Management, Inc.(7)
2,772,900
—
5.0
%
—
—
—
One S.W. Columbia
Suite 1500
Portland, OR 97258
Vulcan Ventures Inc.
—
—
—
4,000,000
—
15.9
%
505 Fifth Avenue South
Suite 900
Seattle, WA 98104
David V. Goeddel, Ph.D.(8)
2,074,137
437,500
4.5
%
100,000
—
*
Michael D. Levy, M.D.(9)
773
197,708
*
—
—
—
Corinne H. Lyle(10)
67,984
207,125
*
—
—
*
William J. Rieflin(11)
212,674
192,707
*
10,000
—
*
Terry J. Rosen, Ph.D.(12)
161,102
314,667
*
—
—
—
Pieter B.M.W.M. Timmermans
123,536
141,249
*
—
—
*
A. Grant Heidrich, III(13)
154,893
26,000
*
80,000
—
*
Edward W. Holmes, M.D.
—
25,000
*
—
—
—
Edward R. McCracken
60,512
26,000
*
—
—
—
Steven L. McKnight, Ph.D.(14)
310,016
63,084
*
465,733
174,267
2.5
%
Craig A.P.D. Saxton, M.D.
25,000
35,000
*
—
—
—
All executive officers and directors as a group (11 persons)(15)
3,350,803
1,524,511
8.6
%
680,733
174,267
3.4
%
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* Less than one percent.
9
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(1) Includes shares of Tularik Common Stock obtained upon exercise of unvested options that are subject to a right of repurchase by the Company, at the original option exercise price of $3.00 per share, in the event the holder ceases to provide services to the Company and its affiliates, as follows: 9,722 shares beneficially owned by Dr. Goeddel; 1,389 shares beneficially owned by Mr. Rieflin; 2,000 shares beneficially owned by Mr. Heidrich; 2,000 shares beneficially owned by Mr. McCracken; and 4,083 shares beneficially owned by Dr. McKnight.
(2) Applicable percentages are based on 55,219,757 shares of Tularik Common Stock outstanding on February 28, 2003, adjusted as required by rules promulgated by the SEC.
(3) Includes shares of Cumbre Series A and Series B Preferred Stock on an as-converted basis. Also includes 137,866 shares of Cumbre Common Stock beneficially owned by Dr. McKnight obtained upon exercise of unvested options that are subject to a right of repurchase by Cumbre, at the original option exercise price of $0.10 per share, in the event Dr. McKnight ceases to provide services to Cumbre.
(4) Applicable percentages are based on 25,090,333 shares of Cumbre Common Stock and Preferred Stock on an as-converted basis outstanding on February 28, 2003, adjusted as required by rules promulgated by the SEC.
(5) Information is as provided by Zurich Cantonalbank, a company which holds approximately 70% of the voting rights and approximately 50% of the capital stock of ZKB Pharma Vision AG (“Pharma Vision”), in a questionnaire provided to Tularik dated February 24, 2003. Zurich Cantonalbank and Pharma Vision have shared voting and dispositive power with respect to all 11,358,238 shares that they beneficially own.
(6) This information is based solely on a Schedule 13G filed on February 14, 2003 with the SEC. FMR Corp. has sole voting authority over 392 shares and sole dispositive power over 3,736,392 shares.
(7) This information is based solely on a Schedule 13G filed on February 14, 2003 with the SEC. Mazama has sole voting authority over 1,697,850 shares and sole dispositive power over 2,772,900 shares.
(8) Includes 676 shares of Tularik Common Stock issued pursuant to the Company’s 401(k) plan and 127 shares owned by Dr. Goeddel’s minor child. Does not include 170,000 shares of Tularik Common Stock held in trust for Dr. Goeddel’s minor children, for which Dr. Goeddel is not the trustee and disclaims beneficial ownership.
(9) Includes 143 shares of Tularik Common Stock issued pursuant to the Company’s 401(k) plan.
(10) Includes 773 shares of Tularik Common Stock issued pursuant to the Company’s 401(k) plan. Ms. Lyle resigned her position with the Company in February 2003.
(11) Includes 205,503 shares of Tularik Common Stock held in a revocable trust of which Mr. Rieflin and his wife are sole trustees. Mr. and Mrs. Rieflin, each acting alone, have the power to vote and dispose of such shares. Includes 682 shares of Tularik Common Stock issued pursuant to the Company’s 401(k) plan. Does not include 39,498 shares of Tularik Common Stock held in trust for Mr. Rieflin’s minor children, for which Mr. Rieflin is not the trustee and disclaims beneficial ownership. Includes 10,000 shares of Cumbre Series B Preferred Stock held in a revocable trust of which Mr. Rieflin and his wife are sole trustees. Mr. and Mrs. Rieflin, each acting alone, have the power to vote and dispose of such Cumbre shares. Does not include 25,000 shares of Cumbre Common Stock held in trust for Mr. Rieflin’s minor children, for which Mr. Rieflin is not the trustee and disclaims beneficial ownership.
(12) Includes 58,236 shares of Tularik Common Stock held in a revocable trust of which Dr. Rosen and his wife are sole trustees. Dr. and Mrs. Rosen, each acting alone, have the power to vote and dispose of such shares. Includes 676 shares of Tularik Common Stock issued pursuant to the Company’s 401(k) plan. Does not include 49,998 shares of Tularik Common Stock held in trust for Dr. Rosen’s minor children, for which Dr. Rosen is not the trustee and disclaims beneficial ownership.
(13) Includes 2,000 shares of Tularik Common Stock held by Mayfield VI Management Partners. Mr. Heidrich is a general partner of of Mayfield VI Management Partners. Mayfield VI Management Partners is the
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general partner of Mayfield VI. Mr. Heidrich disclaims beneficial ownership of these shares except to the extent of his proportionate partnership interest in these shares. Includes 125,679 shares of Tularik Common Stock held in a revocable trust of which Mr. Heidrich and his wife are sole trustees. Includes 80,000 shares of Cumbre Series B Preferred Stock held in a revocable trust of which Mr. Heidrich and his wife are sole trustees. Mr. and Mrs. Heidrich, each acting alone, have the power to vote and dispose of such Tularik and Cumbre shares.
(14) Includes 71,540 shares of Tularik Common Stock held in the Steven L. McKnight Exempt Family Trust. Dr. and Mrs. McKnight, each acting alone, have the power to vote and dispose of such shares. Does not include 160,000 shares of Tularik Common Stock held in trust for Dr. McKnight’s minor children, for which Dr. McKnight is not the trustee and disclaims beneficial ownership.
(15) Includes shares of Tularik Common Stock and Cumbre Common and Preferred Stock described in the notes above, as applicable. |
