SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------------------------------------------------------
SCHEDULE 13D/A1 (Amendment No. 1)
Under the Securities Exchange Act of 1934 (Amendment No. 1)*
INCARA PHARMACEUTICALS CORPORATION
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)
45325S-10-1
--------------------------------------------------------------------------------
(CUSIP Number)
William F. Daniel
Elan Corporation, plc
Lincoln House
Lincoln Place
Dublin 2, Ireland
(353) 1-709-4000
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 29, 2001
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 13
--------------------------------------------------------------------------------
CUSIP No. 45325S-10-1
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
Elan Corporation, plc
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
N/A
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS (See Instructions)
WC, OO
--------------------------------------------------------------------------------
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Ireland
--------------------------------------------------------------------------------
Number of (7) SOLE VOTING POWER
Shares -0- (See Item 5)
--------------------------------------------------------------
Beneficially (8) SHARED VOTING POWER
Owned 8,993,421 (See Item 5)
--------------------------------------------------------------
by Each (9) SOLE DISPOSITIVE POWER
Reporting -0- (See Item 5)
--------------------------------------------------------------
Person With (10) SHARED DISPOSITIVE POWER
8,993,421 (See Item 5)
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,993,421 (See Item 5)
--------------------------------------------------------------------------------
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2% (See
Item 5)
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (See Instructions) CO
--------------------------------------------------------------------------------
Page 2 of 13
--------------------------------------------------------------------------------
CUSIP No. 45325S-10-1
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS Elan International Services, Ltd.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
N/A
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS (See Instructions)
WC, OO
--------------------------------------------------------------------------------
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
--------------------------------------------------------------------------------
Number of (7) SOLE VOTING POWER
Shares -0- (See Item 5)
--------------------------------------------------------------
Beneficially (8) SHARED VOTING POWER
Owned 8,993,421 (See Item 5)
--------------------------------------------------------------
by Each (9) SOLE DISPOSITIVE POWER
Reporting -0- (See Item 5)
--------------------------------------------------------------
Person With (10) SHARED DISPOSITIVE POWER
8,993,421 (See Item 5)
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,993,421 (See Item 5)
--------------------------------------------------------------------------------
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2% (See
Item 5)
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (See Instructions) CO
--------------------------------------------------------------------------------
Page 3 of 13
Item 1. Security and Issuer.
Item 1 of the Schedule 13D is hereby amended and restated in its entirety
as follows:
This Amendment No. 1 is filed by Elan Corporation, plc, an Irish public
limited company ("Elan"), and Elan's direct wholly-owned subsidiary, Elan
International Services, Ltd., a Bermuda exempted company ("EIS"), and relates to
the common stock, par value $.001 per share (the "Common Stock"), of Incara
Pharmaceuticals Corporation, a Delaware corporation ("Incara"). This Amendment
No. 1 amends the Schedule 13D filed by Elan with the Securities and Exchange
Commission (the "Commission") on February 7, 2001 (the "Schedule 13D") relating
to the Common Stock of Incara Pharmaceuticals Corporation, the former parent of
Incara (the "Former Parent"). On November 20, 2003, a reorganization and merger
(the "Reorganization") of the Former Parent with and into Incara, which
immediately prior to the Reorganization was a wholly-owned subsidiary of the
Former Parent, was completed. Incara subsequently changed its name from Incara,
Inc. to Incara Pharmaceuticals Corporation. As used herein, the term "Issuer"
means the Former Parent for the period prior to completion of the Reorganization
and Incara for the period subsequent to completion of the Reorganization. The
name and address of the principal executive offices of the Issuer is Incara
Pharmaceuticals Corporation, P.O. Box 14287, 79 T.W. Alexander Drive, 4401
Research Commons, Suite 200, Research Triangle Park, North Carolina 27709.
Item 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended and restated in its entirety
as follows:
This Schedule 13D is filed by Elan and EIS, in respect of Common Stock
beneficially owned directly by EIS and Elan Pharmaceutical Investments III,
Ltd., a Bermuda exempted company ("EPIL III"). EPIL III is a direct wholly-owned
subsidiary of EIS.
Elan's principal place of business is Lincoln House, Lincoln Place, Dublin
2, Ireland. Elan is a worldwide biopharmaceutical company. EIS's principal place
of business is 102 St. James Court, Flatts, Smiths, FL 04 Bermuda. EIS is an
investment holding company.
Schedule A to this Schedule 13D sets forth the (a) name, (b) residence or
business address, (c) present principal occupation or employment and the name,
principal business and address of any corporation or other organization in which
such employment is conducted and (d) citizenship or place of organization of
each executive officer, director and controlling person of Elan and EIS.
During the last five years, neither Elan, EIS nor any person identified on
Schedule A to this Schedule 13D: (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors); or (ii) was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction,
as a result of which proceeding it was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, United States federal or state securities laws, or
finding any violation with respect to such laws
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and restated in its entirety
as follows:
On January 22, 2001 pursuant to the terms of a Securities Purchase
Agreement dated December 21, 2000 (the "Securities Purchase Agreement") among
Elan, EIS and Elan Pharma
Page 4 of 13
International Ltd., an Irish corporation ("EPIL Shannon"), on the one hand, and
the Issuer, on the other hand, EIS acquired (a) 825,000 shares of Common Stock,
(b) 28,457 shares of Series B Convertible Preferred Stock, par value $0.01 per
share (the "Series B Preferred Stock"), (c) 12,015 shares of Series C
Convertible Preferred Stock, par value $0.01 per share (the "Series C Preferred
Stock") and (d) a Warrant to purchase up to 22,191 shares of Series B Preferred
Stock (the "Warrant"), for an aggregate consideration of U.S. $16,015,000, U.S.
$12,015,000 of which represented the purchase price for the Series C Preferred
Stock and U.S. $4,000,000 of which represented the purchase price for the Common
Stock, the Series B Preferred Stock and the Warrant. Additionally, the Issuer
issued a Convertible Promissory Note to EPIL Shannon for up to an aggregate
principal amount outstanding of $4,806,000 (the "Note"). EPIL Shannon
subsequently transferred to EIS the right to decide when and if to convert the
Note and the right, upon payment by EIS to EPIL Shannon of an amount equal to
the principal amount of the Note plus accrued interest thereon, to receive the
shares of Common Stock issuable upon conversion of the Note.
On March 15, 2001, EIS transferred the 825,000 shares of Common Stock, the
12,015 shares of Series C Preferred Stock, the 28,457 shares of Series B
Preferred Stock and the Warrant to EPIL III.
On May 21, 2002, EIS purchased an additional 416,204 shares of Class B
Preferred Stock for an aggregate purchase price of $3,000,000.
The Note bears interest at 10% compounded semi-annually and is convertible
at the option of EIS into shares of Series B Preferred Stock at a price of
$43.27 per share. The Note will mature on December 21, 2006. The Issuer has the
option to repay the note either in cash or in shares of Series B Stock and
warrants having a then fair market value of the amount due. On October 29, 2001
and February 12, 2002, the Issuer borrowed $857,050 and $517,994, respectively,
under the Note. On February 13, 2002, the Issuer, with EIS's consent, converted
the outstanding principal and accrued interest of $1,400,169 into 480,000 shares
of Common Stock and 58,883 shares of Series B Preferred Stock. On August 9,
2002, the Issuer borrowed $638,090 under the Note. Outstanding principal and
accrued interest on the Note is $760,222 as of May 26, 2004.
The Series C Preferred Stock bore an annual mandatory stock dividend of 7%,
compounded annually. The Series C Preferred Stock was convertible into shares of
the Issuer's Series B Preferred Stock at the rate of $64.90 per share. On
November 20, 2003, as a result of the Reorganization, all of the Series C
Preferred Stock was converted into an aggregate of 2,255,332 shares of Common
Stock.
The Series B Preferred Stock is convertible into shares of the Common Stock
at a rate of 10 shares of Common Stock for each share of Series B Preferred
Stock.
The Common Stock and the Series B Preferred Stock collectively are referred
to as the "Shares". The Shares, the Warrant and the Note collectively are
referred to as the "Securities". The consideration for the Securities was
provided by general corporate funds of EIS, EPIL III and EPIL Shannon.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and restated in its entirety
as follows:
EIS, EPIL III and EPIL Shannon acquired the Securities for investment
purposes.
The Issuer has granted certain demand and piggyback registration rights in
respect of the Securities.
The Securities Purchase Agreement provided that, for so long as EIS and its
affiliates were the beneficial owners of at least 5% of Common Stock on a fully
diluted basis (or securities convertible, exchangeable or exercisable for or
into the Common Stock or Series B Preferred Stock which, with such
Page 5 of 13
owned Common Stock and Series B Preferred Stock, represents at least 5%
ownership, assuming the exercise, conversion or exchange thereof by EIS and it
affiliates but not of any other of the Issuer's securities), EIS would be
entitled to appoint one director to the Issuer's board of directors and the
Issuer would take all necessary or appropriate steps to effect such appointment,
such as by including the designated director by EIS as part of the management
recommended slate of directors at any regular or special meeting of stockholders
at which directors are to be elected. By letter dated May 17, 2004, EIS
renounced such right to appoint a director to the Issuer's Board of Directors.
EIS has a present intention to sell up to 480,000 shares of the Common
Stock from time to time in open market transactions, subject to market
conditions. EIS and EPIL III expect to evaluate their investments in the Issuer
on an ongoing basis and EIS and EPIL III may determine to change their
investment intent with respect to the Issuer at any time in the future. In
determining from time to time whether to sell or to retain their holdings of
securities of the Issuer, EIS, EPIL III will take into consideration such
factors as they deem relevant, including the market price of the Common Stock,
conditions in the securities markets generally, the Issuer's financial
condition, business and prospects and general economic conditions. EIS and EPIL
III reserve the right to dispose of all or a portion of their holdings of
securities of the Issuer in public or private transactions and/or to enter into
privately negotiated derivative transactions with institutional counterparties
to hedge the market risk of some or all of their positions in the securities of
the Issuer. Any such transaction may be effected at any time or from time to
time.
Except as set forth in this Item 4 or elsewhere in this Schedule 13D, none
of Elan, EIS or EPIL III has a plan or proposal which relates to or would result
in:
(a) The acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number of or
term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy
of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
Page 6 of 13
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of Issuer.
Item 5 of the Schedule 13D is hereby amended and restated in its entirety
as follows:
(a) As of May 27, 2004, Elan (indirectly through its ownership of EIS and
EPIL III) and EIS (directly in respect of 5,406,609 shares of Common Stock and
indirectly through its ownership of EPIL III) each beneficially owned 8,993,421
shares of Common Stock (including 5,035,440 shares of Common Stock issuable upon
conversion of Series B Convertible Preferred Stock, 175,739 shares of Common
Stock issuable upon conversion of the Note and 221,910 shares of Common Stock
issuable upon exercise of Warrants to purchase Class B Convertible Preferred
Stock), representing 6.2% of the outstanding shares of Common Stock (based on
138,873,867 shares of Common Stock outstanding as of May 7, 2004 as reported in
the Issuer's Form 10-Q for the quarterly period ended March 31, 2004).
(b) As of May 27, 2004, Elan (indirectly through its ownership of EIS and
EPIL III) and EIS (directly in respect of 5,406,609 shares of Common Stock and
indirectly through its ownership of EPIL III) each had the shared voting and
dispositive power over 8,993,421 shares of Common Stock (including 5,035,440
shares of Common Stock issuable upon conversion of Series B Convertible
Preferred Stock, 175,739 shares of Common Stock issuable upon conversion of the
Note and 221,910 shares of Common Stock issuable upon exercise of Warrants to
purchase Class B Convertible Preferred Stock), representing 6.2% of the
outstanding shares of Common Stock (based on 138,873,867 shares of Common Stock
outstanding as of May 7, 2004 as reported in the Issuer's Form 10-Q for the
quarterly period ended March 31, 2004).
(c) None.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to
Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended and restated in its entirety
as follows:
Except as described in Items 3 and 4, there are no contracts, arrangements,
understandings or relationships described in Item 6 of Schedule 13D.
Item 7. Material to Be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended and restated in its entirety
as follows:
1. Joint Filing Agreement dated May 27, 2004 between Elan and EIS (filed
herewith).
2. Securities Purchase Agreement, dated as of December 21, 2000
(incorporated by reference to exhibit 10.55 to the Issuer's Form 8-K filed with
the Securities and Exchange Commission (the "SEC") on January 29, 2001).
Page 7 of 13
3. Warrant, dated December 21, 2000 (incorporated by reference to exhibit
4.3 to the Issuer's quarterly report on Form 10-Q for the quarter ended December
31, 2000).
4. Agreement and Plan of Merger and Reorganization by and between Incara
Pharmaceuticals Corporation and Incara, Inc. dated as of September 16, 2003
(incorporated by reference to exhibit 2.1 to the Issuer's Registration Statement
on Form S-4 filed with the SEC on September 19, 2003).
5. Certificate of Incorporation, as amended, of the Issuer (incorporated by
reference to exhibit 3.1 to the Issuer's Registration Statement on Form S-4
filed with the SEC on September 19, 2003).
6. Convertible Promissory Note, dated December 21, 2000 (incorporated by
reference to exhibit 10.61 to the Issuer's quarterly report on Form 10-Q for the
quarter ended December 31, 2000).
7. Agreement and Amendment, effective as of January 22, 2001 (incorporated
by reference to exhibit 10.64 to the Issuer's quarterly report on Form 10-Q for
the quarter ended March 31, 2001).
8. Second Agreement and Amendment, effective as of January 22, 2001
(incorporated by reference to exhibit 10.65 to the Issuer' quarterly report on
Form 10-Q for the quarter ended March 31, 2001).
9. Third Agreement and Amendment, effective as of January 22, 2001
(incorporated by reference to exhibit 10.66 to the Issuer's Form 8-K filed with
the SEC on June 1, 2001).
10. Agreement and Fourth Amendment, effective February 13, 2002
(incorporated by reference to exhibit 10.75 to the Issuer's quarterly report on
Form 10-Q for the quarter ended December 31, 2001).
11. Securities Purchase Agreement, dated as of May 15, 2002 (incorporated
by reference to exhibit 10.84 to the Issuer's Form 8-K/A filed with the SEC on
July 3, 2002).
12. Amended and Restated Registration Rights Agreement, dated as of May 15,
2002 (incorporated by reference to exhibit 10.86 to the Issuer's Form 8-K filed
with the SEC on July 3, 2002).
13. Termination Agreement, made the 19th day of November, 2003 (filed
herewith).
14. Letter dated May 17, 2004 from EIS and EPIL to the Issuer renouncing
board seat (filed herewith).
Page 8 of 13
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: May 27, 2004
ELAN CORPORATION, PLC
By: /s/ William F. Daniel
--------------------------------------
Name: William F. Daniel
Title: Executive Vice President and
Company Secretary
ELAN INTERNATIONAL SERVICES, LTD.
By: /s/ Kevin Insley
-----------------------------------------
Name: Kevin Insley
Title: President and Chief
Financial Officer
Page 9 of 13
SCHEDULE A
The (a) name, (b) business address, (c) present principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted and (d) citizenship of
each executive officer and director (other than Messrs. Armen, Boushel, Crowley,
Gillespie, Groom, McGowan, McIntyre, McLaughlin, Selkoe, Thornburgh and Tully
and Ms. Gray) of Elan are set forth below:
1. (a) G. Kelly Martin, (b) 345 Park Avenue, New York, New York 10154, (c)
President and Chief Executive Officer, and (d) United States.
2. (a) Shane Cooke, (b) Lincoln House, Lincoln Place, Dublin 2, Ireland, (c)
Executive Vice President and Chief Financial Officer, and (d) Ireland.
3. (a) William F. Daniel (b) Lincoln House, Lincoln Place, Dublin 2, Ireland,
(c) Executive Vice President and Company Secretary, and (d) Ireland.
4. (a) Jean Duvall, (b) 800 Gateway Blvd., South San Francisco, CA 94080, (c)
Executive Vice President and General Counsel, and (d) United States.
The (a) name, (b) business address, (c) present principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted and (d) citizenship of
each director (other than Messrs. Martin and Daniel) of Elan are set forth
below:
1. (a) Garo A. Armen, Ph.D., (b) 630 Fifth Avenue, Suite 2167, New York, New
York 10111, (c) Chairman of the Board and Chief Executive Officer of
Antigenics, Inc., and (d) United States.
2. (a) Brendan E. Boushel, (b) 9 Upper Mount Street, Dublin 2, Ireland, (c)
Retired, and (d) Ireland.
3. (a) Laurence G. Crowley, (b) c/o Elan Corporation, plc, Lincoln House,
Lincoln Place, Dublin 2, Ireland, (c) Governor (Chairman) Bank of Ireland,
and (d) Ireland.
4. (a) Alan R. Gillespie, Ph.D., (b) c/o Elan Corporation, plc, Lincoln House,
Lincoln Place, Dublin 2, Ireland, (c) Chairman, Ulster Bank Limited, and
(d) United Kingdom.
5. (a) Ann Maynard Gray, (b) c/o Elan Corporation, plc, Lincoln House, Lincoln
Place, Dublin 2, Ireland, (c) Retired, and (d) United Kingdom.
6. (a) John Groom, (b) c/o Elan Corporation, plc, Lincoln House, Lincoln
Place, Dublin 2, Ireland, (c) Retired, and (d) United Kingdom.
7. (a) Kieran McGowan, (b) c/o Elan Corporation, plc, Lincoln House, Lincoln
Place Dublin 2, Ireland, (c) Retired, and (d) Ireland.
8. (a) Kevin McIntyre, M.D., (b) c/o Elan Corporation, plc, Lincoln House,
Lincoln Place, Dublin 2, Ireland, (c) Associate Clinical Professor of
Medicine at Harvard Medical School, and (d) United States.
9. (a) Kyran McLaughlin, (b) Davy House, 49 Dawson Street, Dublin 2, Ireland,
(c) Head of Equities and Corporate Finance, Davy Stockbrokers, and (d)
Ireland.
Page 10 of 13
10. (a) Dennis J. Selkoe, M.D., (b) c/o Elan Corporation, plc, Lincoln House,
Lincoln Place, Dublin 2, Ireland, (c) Professor of Neurology and
Neuroscience at Harvard Medical School, and (d) United States.
11. (a) Richard L. Thornburgh, (b) c/o Elan Corporation, plc, Lincoln House,
Lincoln Place, Dublin 2, Ireland, (c) Counsel to the law firm of
Kirkpatrick & Lockhart LLP, and (d) United States.
12. (a) Daniel P. Tully, (b) c/o Elan Corporation, plc, Lincoln House, Lincoln
Place, Dublin 2, Ireland, (c) Retired, and (d) United States.
The (a) name, (b) business address, (c) present principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted and (d) citizenship of
each executive officer and director of EIS are set forth below:
1. (a) Kevin Insley, (b) c/o 102 St. James Court, Flatts, Smiths FL 04,
Bermuda, (c) Director, President and Chief Financial Officer, and (d)
United Kingdom.
2. (a) Debra Moore Buryj, (b) c/o 102 St. James Court, Flatts, Smiths FL 04,
Bermuda, (c) Director and Vice President and, (d) United States.
3. (a) David J. Doyle, (b) c/o Clarendon House, 2 Church Street, Hamilton HM
11, Bermuda, (c) Director of EIS, and principal occupation is lawyer, law
firm of Conyers, Dill & Pearman, Clarendon House, 2 Church Street, Hamilton
HM 11, Bermuda, and (d) Bermuda.
Page 11 of 13
EXHIBIT INDEX
1. Joint Filing Agreement dated May 27, 2004 between Elan and EIS (filed
herewith).
2. Securities Purchase Agreement, dated as of December 21, 2000
(incorporated by reference to exhibit 10.55 to the Issuer's Form 8-K filed with
the SEC on January 29, 2001).
3. Warrant, dated December 21, 2000 (incorporated by reference to exhibit
4.3 to the Issuer's quarterly report on Form 10-Q for the quarter ended December
31, 2000).
4. Agreement and Plan of Merger and Reorganization by and between Incara
Pharmaceuticals Corporation and Incara, Inc. dated as of September 16, 2003
(incorporated by reference to exhibit 2.1 to the Issuer's Registration Statement
on Form S-4 filed with the SEC on September 19, 2003).
5. Certificate of Incorporation, as amended, of the Issuer (incorporated by
reference to exhibit 3.1 to the Issuer's Registration Statement on Form S-4
filed with the SEC on September 19, 2003).
6. Convertible Promissory Note, dated December 21, 2000 (incorporated by
reference to exhibit 10.61 to the Issuer's quarterly report on Form 10-Q for the
quarter ended December 31, 2000).
7. Agreement and Amendment, effective as of January 22, 2001 (incorporated
by reference to exhibit 10.64 to the Issuer's quarterly report on Form 10-Q for
the quarter ended March 31, 2001).
8. Second Agreement and Amendment, effective as of January 22, 2001
(incorporated by reference to exhibit 10.65 to the Issuer' quarterly report on
Form 10-Q for the quarter ended March 31, 2001).
9. Third Agreement and Amendment, effective as of January 22, 2001
(incorporated by reference to exhibit 10.66 to the Issuer's Form 8-K filed with
the SEC on June 1, 2001).
10. Agreement and Fourth Amendment, effective February 13, 2002
(incorporated by reference to exhibit 10.75 to the Issuer's quarterly report on
Form 10-Q for the quarter ended December 31, 2001).
11. Securities Purchase Agreement, dated as of May 15, 2002 (incorporated
by reference to exhibit 10.84 to the Issuer's Form 8-K/A filed with the SEC on
July 3, 2002).
12. Amended and Restated Registration Rights Agreement, dated as of May 15,
2002 (incorporated by reference to exhibit 10.86 to the Issuer's Form 8-K filed
with the SEC on July 3, 2002).
13. Termination Agreement, made the 19th day of November, 2003 (filed
herewith).
Page 12 of 13
14. Letter dated May 17, 2004 from EIS and EPIL to the Issuer renouncing
board seat (filed herewith).
Page 13 of 13
Exhibit 1
JOINT FILING AGREEMENT
The undersigned hereby agree to make joint filings of Schedule 13D with the
U.S. Securities and Exchange Commission with respect to their beneficial
ownership of the Common Stock, par value $.001 per share, of Incara
Pharmaceuticals Corporation, including all amendments thereto.
Date: May 27, 2004
ELAN CORPORATION, PLC
By: /s/ William F. Daniel
-----------------------------------------
Name: William F. Daniel
Title: Executive Vice President
and Company Secretary
ELAN INTERNATIONAL SERVICES, LTD.
By: /s/ Kevin Insley
-----------------------------------------
Name: Kevin Insley
Title: President and Chief
Financial Officer