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Biotech / Medical : Somatogen (SMTG) -- Ignore unavailable to you. Want to Upgrade?

To: Bharat H. Barai who wrote (432)	3/4/1998 9:55:00 PM
From: jim thompson	Read Replies (1) \| Respond to of 442

Hi, Thanks Dr Barai. Here is the email from Ms. Nanita Waddell, Administrator Investor Relations ********************* I apologize for being so long in answering your e-mail.ÿ As you can imagine, I've had numerous phone calls and e-mail messages to respond to -- I need two more ears and four more hands.ÿ Somatogen is actually being acquired by Baxter and your Somatogen stock, unless you sell it prior to close of the deal, will be traded for Baxter stock.ÿ For each share of Somatogen that you hold, you will receive $9/share in Baxter common stock.ÿ For example, if Baxter's average price prior to close is $54/share, you will receive one share of BAX for every six share of SMTG ($9 x 6 = $54).ÿ Also, for each share of SMTG, you will receive one Contingent Deferred Payment Right (CPR) worth a future POTENTIAL payment of $2/share based on sales of Somatogen's recombinant technology.ÿ The CPRs are totally separate from the stock, so you could actually sell your BAX stock and still own the CPRs.ÿ The CPRs will not be tradeable on any exchange, but are transferable if you choose to sell them or give them to someone. Please let me know if you have additional questions. Nanita Waddell Administrator Investor Relations

To: Bharat H. Barai who wrote (432)	3/4/1998 11:36:00 PM
From: John	Respond to of 442

Dr. Barai, I have been following your posts for some time. First I want to express my appreciation for the expert commentary you have so graciously shared. I, too, believe that the acquisition price is far too cheap. To my knowledge, the analysts who have looked at the deal have come to same conclusion, including Jim McCamant and Richard Stover. I have owned SMTG several times over the last 5 years. I remember well when the stock traded in the mid-20s in 1995, when SMTG had a strong partner, and there is no reason that I can discern why it could not do so again under similar circumstances. As we all know, it was over 7 last October (pre-Asia crisis) with no Phase II results and no partner in sight! In light of that, 9 plus an uncertain right to receive a capped amount of royalties until 2007 (the present value of which is very little) doesn't seem even like much of a premium over the stock price in a depressed biotech market. Management obviously has more info than we do, and I look forward to their explanation of this deal. I am keeping an open mind for now. I just do not understand the urgency to sell the farm when there is enough cash to continue operations while searching for a partner. The only justification for this kind of deal, to my mind, would be a conclusion on the part of management that there is no reasonable chance to sign a strong alliance within the next 6 months that would enable Optro to be brought to market expeditiously. Unfortunately, IMO the more time that passes the less likely it is that another suitor will emerge. Without another suitor, the deal will almost certainly be approved by the shareholders; shares have been flowing in large quantities from former shareholders to arbitrageurs who have a strong vested interest in seeing that this deal gets done quickly. Those shares, combined with management and board holdings, will probably be enough, unfortunately. I still hold out hope, however. John