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BIOSYM Technologies Inc. and Molecular Simulations Inc. agree to merge.

SAN DIEGO--(BUSINESS WIRE)--Aug. 15, 1995--BIOSYM Technologies Inc. and Molecular Simulations Inc. (MSI) announced a merger between BIOSYM, a wholly owned Corning subsidiary, and MSI, a privately held company.

Under an agreement signed Tuesday, Corning will receive approximately 55 percent of the outstanding equity in the new company, which will operate independently.

The two companies had combined revenues exceeding $45 million in 1994 and will continue to pursue the development and marketing of scientific software and services designed to improve the efficiency of the research, development and production processes in both life- sciences and materials industries.

Michael Savage, the current chief executive officer of Molecular Simulations Inc., will become the CEO of the new company.

Savage said, ``This merger creates a new company with greater depth and economies of scale that will be able to create innovative technologies, delivered in ways that provide more immediate value to customers.''

Dr. C. Derek Statham, a Corning executive and CEO of BIOSYM Technologies, will become chairman of the new company. Statham said, ``Corning has often used equity ventures to create stronger, more successful businesses, and believes that this venture will be well placed to advance this very exciting technology.''

The new company headquarters will be in San Diego, at the current headquarters of BIOSYM Technologies. It will manage its European operations in Cambridge, England, the current European headquarters of Molecular Simulations.

Business Overview

The business strategy of the new company includes several elements that will broaden the practical impact of modeling and simulation on industrial research, development and production.

A full suite of software products will build on a rigorous scientific foundation and use innovative software engineering approaches to ensure accelerated development, reduced time to market, product ease of use and intercompatibility.

The new company will continue a strong customer commitment, emphasizing cooperative relationships with industry in consortia and solutions through simulation services. A focus on customer support and training will be strengthened further to ensure that customers can apply the company's products and services more rapidly and with greater impact. Together, BIOSYM and MSI can deliver better solutions faster, for the mutual success of customers and the new company.

The new company will continue to provide modeling and simulation software products and services worldwide through its existing direct and indirect sales channels. The senior management of the new company comprises:

-- Michael J. Savage -- president and CEO;

-- Saiid Zarrabian -- chief operating officer;

-- David Hiatt -- chief financial officer;

-- Lissa Goldenstein -- senior vice president, worldwide sales;

-- Chris Herd -- vice president and general manager, life sciences;

-- Dr. John Newsam -- vice president and general manager, materials

technology;

-- Dr. Patrick Coulter -- vice president, materials products, and

general manager, Europe.

Company Backgrounds

BIOSYM was founded in 1984 by Dr. Arnold T. Hagler, a biophysicist who helped pioneer computational-chemistry technology. Corning acquired BIOSYM in 1992, and Statham has been president and CEO since January 1995.

MSI is the result of the 1991 mergers of BioDesign (founded in 1984 with a life-sciences focus), Cambridge Molecular Design (founded in 1989 with a materials focus) and Polygen (founded in 1984 with a life-sciences focus). In 1994, MSI acquired BioCAD, a life-sciences company with strengths in database technology and hypothesis generation. Michael Savage has been president and CEO of MSI since its forming in 1991.

BIOSYM has achieved a leading position in both life-sciences and materials-sciences computational chemistry, and is noted for the breadth and scientific depth of its modeling and simulation technology.

BIOSYM is also known for its successful consortium approach, which entails team relationships with leading industrial, academic and government research organizations, with the aim of developing advanced modeling and simulation technologies for specific application segments.

MSI has achieved a leading position in materials computational chemistry and advanced software engineering using Cerius2, an open architecture computing environment for scientific simulation for materials and life-science applications.

Cerius2 allows for more streamlined integration of software application programs, and is also noted for its easy-to-use graphical interface. MSI is also an established innovator in drug-discovery technology for the life-sciences marketplace.

Benefits to Industry and Customers

As a result of this merger, customers will get the best of both companies. This, combined with the economies of scale that can be achieved, will benefit the industry and customers by providing:

-- Rapid technology advancement;

-- Better customer support and training;

-- Broader and deeper product offerings and services;

-- The ability to invest more resources in new products, R&D,

applications and training.

Savage added: ``This merger creates a dynamic new company and signifies the beginning of a new era in this industry. We are reinforcing our commitment to serving customers' needs in computational chemistry and related fields for the long run." -0-

Executive Biographies

-- Michael J. Savage; president & CEO -- Savage joined Molecular Simulations in 1990 with more than a decade of experience in management in the field of computational chemistry. Savage's positions have included vice president and general manager for computational chemistry at Stardent Computer, vice president of marketing at Biosym Technologies, and vice president of marketing at Molecular Design Ltd. He earned his master of science degree in molecular biology at the California Institute of Technology and holds bachelor of science degrees in chemistry and biology.

-- Saiid Zarrabian; senior vice president, product development/ marketing -- Zarrabian brings more than 15 years of experience in high-technology management, including product development for the CAD/CAM, software-engineering and artificial-intelligence markets. Prior to joining MSI in 1994, Zarrabian was a vice president and an officer of Symbolics Inc., where he was responsible for development, marketing and consulting services. Zarrabian was also director of mechanical applications Development at Computervision Corp. He is on the board of directors of Adacus Technology Inc.

-- David Hiatt; chief financial officer -- Hiatt brings an extensive background in technology and finance to MSI. Before joining the company in 1991, he was vice president, finance and administration, and CFO for Language Technology Inc. From 1977 to 1986, he served in various senior positions with Interactive Data Corp., completing his tenure there as vice president and chief financial officer. He also spent five years in the U.S. Department of Transportation, as an analyst, project manager and special consultant to the United Nations. Hiatt's education includes a master of science degree in finance from the Sloan School of M.I.T., a master of science degree in computer science and a bachelor of science degree in mechanical engineering from M.I.T.

-- Lissa Goldenstein; senior vice president, worldwide sales -- Goldenstein has directed BIOSYM's worldwide sales, scientific support and marketing communications team of 50 people since January 1994. In the three years prior to taking the responsibilities of vice president of worldwide sales, she gained a successful track record in sales and sales management at BIOSYM. Before BIOSYM, her career included directing the Southern California sales activities for McDonnell Douglas Corp., providing system software solutions in the manufacturing and engineering industries. Goldenstein holds a degree in civil engineering from Pennsylvania State University.

-- Dr. John M. Newsam; vice president and general manager, materials -- Newsam has managed BIOSYM's Materials Technology organization since January 1995, which includes more than 55 staff in marketing, development, consortia, customer-service and simulations- solutions functions. Prior to BIOSYM, Newsam pursued a successful research career at Tohoku University, Japan, and then at Exxon Research and Engineering Co. in New Jersey. Joining BIOSYM in late 1990 to direct the Catalysis and Sorption Consortium, Newsam became senior director of solid state in January 1994. Newsam holds bachelor of arts, master of arts and doctor of philosophy degrees from Oxford University and is an adjunct professor in the Materials Department at the University of California, Santa Barbara.

-- Christopher Herd; vice president and general manager, life sciences -- Herd has been the general manager of the Life Sciences Business Unit since 1993, and manages a staff of more than 55 employees in areas of research, development, product management, marketing, customer support and training. Herd and his staff develop products and services that offer solutions to problems in rational drug design, protein engineering, NMR spectroscopy, X-ray crystallography and related areas. Herd joined BIOSYM at its inception in 1984, and has been instrumental in defining and developing the comprehensive life-science product offering that is available today. He holds bachelor of science and master of science in mechanical engineering from the University of Delaware.

-- Patrick Coulter, Ph.D.; vice president, material sciences -- Coulter founded Cambridge Molecular Design, a company acquired by MSI in 1991. Previously, Coulter was with ICI Advanced Materials, where he developed novel molecular-modeling applications in polymer science. He completed his doctorate under Professor Alan Battersby at Cambridge University on synthetic models for enzyme action and obtained his bachelor of science degree in chemistry and biochemistry from Southampton University. Coulter has also worked at Unilever, in polymer-products research and development. -0-

BIOSYM and Molecular Simulations Q&A

Q. What is happening between BIOSYM and Molecular Simulations? A. BIOSYM Technologies Inc. and Molecular Simulations Inc. (MSI) have announced a merger between BIOSYM, a wholly owned Corning subsidiary, and MSI, a privately held company. Both companies are involved in scientific software for computational chemistry and related fields. Corning will retain approximately 55 percent of the outstanding equity of the new company formed by the merger.

Q. What is the name of the new company? A. The company will have a new name, which is in the process of being finalized. In the interim, the new company will operate under the name BIOSYM/MSI.

Q. What is the timing of the merger? A. The merger agreement has been signed and is effective as of Aug. 15, 1995.

Q. What is the value of the transaction? A. The terms of the merger agreement are not being disclosed.

Q. Why are the two companies merging? A. BIOSYM and MSI have complementary strengths that, when combined, form a dynamic new company with the key characteristics required for success in this industry. The new company can achieve economies of scale that will result in better customer support and training, more rapid development and commercialization of scientific advancements, the ability to focus more resources in new products and R&D, and a broader and deeper product-suite offering for our customers.

Q. What is the mission of the new company? A. It is the mission of the new company to develop and market scientific software and services designed to improve the efficiency of the research, development and production processes in both life-sciences and materials industries. It is an aim of the new company to build upon the existing products and services and greatly expand the application of the technology into all aspects of our customers' industries, including areas that address the needs of more experimentally oriented scientists operating on desktop hardware platforms.

Q. Who will own the new company? A. The new company will operate as an independent equity venture of Corning Inc. and the shareholders of MSI. Corning will own approximately 55 percent of the outstanding shares of the new company, and the MSI shareholders will own the remaining 45 percent. The company will be managed with the aim of nurturing the strengths that each party brings to the new company for the mutual success of everyone.

Q. Who will run the new company? Who is on the management team? A. The new company's president and CEO will be Michael Savage, the current CEO of MSI. The senior management of the new company is as follows:

-- Saiid Zarrabian -- chief operating officer;

-- David Hiatt -- chief financial officer;

-- Lissa Goldenstein -- senior vice president, worldwide sales;

-- Christopher Herd -- vice president and general manager, life

sciences;

-- Dr. John Newsam -- vice president and general manager,

materials technology;

-- Dr. Patrick Coulter -- vice president of materials products

and general manager, Europe.

Q. Where will the company be located? A. The new company headquarters will be in San Diego, at the current headquarters of BIOSYM Technologies. It will manage its European operations in Cambridge, England, the current European headquarters of Molecular Simulations.

Q. Where will the new company's sales offices be? Will distributor relationships be maintained? A. The new company will maintain regional sales offices throughout the United States, with East Coast sales headquarters in Parsippany, N.J., and West Coast sales headquarters in San Diego. Other U.S. sales locations include Sunnyvale, Calif.; Burlington, Mass.; Chicago; Detroit; Houston; Research Triangle Park, N.C.; and Philadelphia. In Europe, sales offices will be maintained in Cambridge; Paris; Basel, Switzerland; Munich, Germany; and Copenhagen, Denmark. In the Pacific Rim region, sales will be managed through BIOSYM's existing facility in Sydney, Australia, and through MSI's distributor Teijin Molecular Simulations Inc.; the new company will continue to maintain its distributor relationships throughout the Asia Pacific region. In Japan, the new company will continue its distributor relationships with Teijin Molecular Simulations Inc. and Ryoka Systems Inc. and their subdistributors.

Q. What strengths does each company bring to the merger? A. In life sciences, BIOSYM and MSI's combined technologies offer the best solutions available today for solving both structure-based and analog-based discovery problems. The strength of our combined scientific and software engineering expertise will allow us to rapidly deliver solutions for the latest advancements in discovery methodology, including combinatorial chemistry, genetic engineering and other experimentally based approaches. Our knowledge of database technology will also ensure that our modeling methodologies integrate well with our customers' corporate and external databases, effectively leveraging the wealth of knowledge stored within those databases.

In materials sciences, the technology superset of our new company provides a full suite of modeling and simulations capabilities suitable for solving diverse materials problems. Our product integration and development strategy will emphasize our combined scientific strengths, pioneering software engineering approaches and alignment with application problem areas of our key customers.

Through this merger, customers will get the best of both companies. Indeed, BIOSYM and MSI have many complementary strengths that, when combined, create a dynamic new company and signifies a new era in the computational-chemistry industry.

Q. How will customers be affected by the merger? A. Customers will see broader and deeper product offerings, higher levels of support and training, and more rapid introduction of new products from the new company. Customers will get a superset of the technology of the two companies with all functionality maintained. Customers will continue to interact with the same representatives as in the past.

Q. How will this merger affect the product offerings of each company? A. The new company intends to support the installed products of both BIOSYM and MSI. As new products are developed and packaged going forward, it is the intention of the new company to provide a new integrated product suite combining the best of both companies. The new company will also work together with all customers to migrate over time their installed products to that new product suite. The aim for the future is to build on these products and to greatly expand the application of computational-chemistry technology into all aspects of the research, development and production processes of both life-sciences and materials industries.

Q. How will the consortia be affected by the merger? A. The new company will continue the current BIOSYM consortia in all areas. They are an important part of our strategy going forward. In fact, we will be looking to strengthen these consortia efforts by expanding the existing consortia and using the consortium model as a means of entering new strategic technology and applications areas.

Q. Will the collaboration with MDL continue in the new company? A. Yes. The new company has every intention of continuing its relationships with collaborators, including that with MDL.

Q. Will my maintenance with BIOSYM and MSI continue? A. Yes. The new company will continue to support the installed products of both BIOSYM and MSI, and all maintenance agreements will continue. The new company will look at streamlining its billing and related areas as we move forward.

Q. How can I get more information? A. Please call one of the following company representatives for more information:

Jo Ellen Collins Brenda Pfeiffer

Molecular Simulations Inc. BIOSYM Technologies Inc.

617/229-9800, ext. 220 619/546-5319

CONTACT: Molecular Simulations Inc.

Jo Ellen Collins, 617/229-9800, ext. 220

or

BIOSYM Technologies Inc.

Brenda Pfeiffer, 619/546-5319
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Date:Aug 15, 1995
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