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Biotech / Medical : Cistron Biotechnology(CIST)$.30 -- Ignore unavailable to you. Want to Upgrade?

To: BulbaMan who wrote (2677)	3/24/2000 3:07:00 PM
From: Walter Morton	Respond to of 2742

Whether your numbers are right or wrong, they are still too low relative to the value of what CLL will get after the merger. CLL is saying that if AVE pays them $31 million PLUS ROYALIES on sales of products that result from the CIST agreement, CLL will give CIST shareholders an additional $.18 to $.36 per share!!! CIST was awarded a patent in May 1999 (That they decided not to mention to the shareholders) on a method that improves FLU vaccines. The $31 million from AVE is, in my opinion, practically guaranteed. Further, CLL's offer does not mention the Duke University deal with CIST. Herman Staats of Duke University believes that CIST's IL-1b can help make an effective HIV vaccine. Duke University's HIV project if backed by millions of dollars from the National Institute of Health (NIH). The offer price is too low. CLL will make million while AVE makes billions of dollars and the CIST shareholder is expected to settle for about a $1 per share? REJECT THIS OFFER

To: BulbaMan who wrote (2677)	3/28/2000 11:34:00 PM
From: Walter Morton	Respond to of 2742

CIST filed an 8-K on 03/28/2000 ...Company enters into a transaction with a third party within 12 months such termination, or (iii) the stockholders of the Company do not approve the Merger and a competing acquisition proposal was made and subsequently entered into between the Company and a third party within 12 months such termination, the non-terminating party (in the case of (i) above) must pay a fee of $500,000 to the other party, or the Company (in the case of (ii) and (iii) above) must pay a fee of $500,000 to Celltech. ...On March 21, 2000, the Company and the Massachusetts Institute of Technology, New England Medical Center Hospitals, Inc., Trustees of Tufts College, Tufts University School of Medicine and Wellesley College (collectively, the "Licensors") amended the license agreement ("Amended License Agreement") that the parties first entered into on December 2, 1983. Under the Amended License Agreement, among other things, the parties reduced the royalty rate payable by the Company to Licensors from 7% to 3% (or 1.5% if a product is sold under a sublicensing arrangement) on sales of certain licensed products. ...The parties to the Amended License Agreement have consented to the Merger, and in connection therewith and pursuant to the Amended License Agreement, have agreed that if the Aventis Pasteur Option (described above) is exercised, the Company will pay Licensors an amount of cash equal to 1.7% of the amount that it receives from payment under such option, net of other expenses relating to such exercise. ...On March 6, 2000, the Company entered into a revised agreement with Genome Securities, Inc. ("Genome"), which sets forth a fee of $700,000 payable to Genome in connection with the Merger, if consummated.

To: BulbaMan who wrote (2677)	3/29/2000 1:56:00 AM
From: Walter Morton	Read Replies (1) \| Respond to of 2742

BulbaMan, CIST has about 5 million shares in treasury and there are warrants for at least 400,000 shares: "At Cistron's request, immediately prior to the closing of the Transaction [CLL/CIST Merger], Robert W. Naismith, Ph.D.[Head of Genome Securities and Director of CIST] or his designees will exercise in full his warrant to purchase 400,000 shares of common stock of Cistron." 8-K filed 3/28/2000 I'm sure you can get all of the info you need by going through the latest 10-K.