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TOCOR II AND CENTOCOR FILE UNIT OFFERING

 TOCOR II AND CENTOCOR FILE UNIT OFFERING
 MALVERN, Pa., Nov. 27 /PRNewswire/ -- Centocor, Inc. (NASDAQ: CNTO)


today announced that Centocor and Tocor II, Inc., a newly formed international business company incorporated under the laws of the British Virgin Islands, have filed a registration statement with the Securities and Exchange Commission relating to a proposed public offering of 1.5 million units, each unit consisting of one callable common share of Tocor II, one Series T warrant to purchase one common share of Centocor, and one callable warrant to purchase one common share of Centocor.
 The offering is expected in January. The offering will be managed by PaineWebber Inc., The First Boston Corp., Hambrecht & Quist Inc., and J.P. Morgan Securities Inc.
 Tocor II will receive all of the net proceeds from the offering. These funds will be used by Tocor II to engage Centocor to conduct research and development relating to small peptide molecule products for the treatment of human disease. Centocor will have an option, through Dec. 31, 1995, to acquire all of the callable common stock of Tocor II at specified prices. If the purchase option is exercised, the callable warrants will terminate and will not become exercisable.
 The units are expected to trade on NASDAQ National Market System under the symbol "TOCRZ." The callable common stock of Tocor II, the Series T warrants, and the callable warrants compromising the units will trade only as units through Dec. 31, 1993, except in certain limited circumstances. Following such date, the Series T warrants will separate from the callable common stock of Tocor II and the callable warrants. The callable warrants will trade only as units with the callable common stock of Tocor II through Dec. 31, 1995, except in certain limited circumstances.
 Centocor, a human health care company founded in 1979, develops, manufactures and markets innovative products for human health care utilizing monoclonal antibody technology.
 A registration statement relating to these securities has been filed with the SEC, but has not yet become effective. The offering will be made only by means of a prospectus. This communication shall not constitute and offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
 /delval/
 -0- 11/27/91
 /CONTACT: Charles C. Cabot III, 215-889-4456, or Richard M. Koenig, 215-651-6122, both of Centocor/
 (CNTO) CO: Centocor, Inc.; Tocor II, Inc. ST: Pennsylvania IN: MTC SU: OFR


KA-MP -- PH006 -- 7644 11/27/91 09:31 EST
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Publication:PR Newswire
Date:Nov 27, 1991
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