Edgar Filing: ABBOTT LABORATORIES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. ____ )*

THERASENSE, INC.
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(Name of Issuer)

Common Stock, par value $.001 per share
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(Title of Class of Securities)

883381 10 5
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(CUSIP Number)

Jose M. de Lasa
Abbott Laboratories
100 Abbott Park Road
Abbott Park, Illinois 60064-6049
Telephone: (847) 937-6100
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

January 12, 2004
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(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 Rule 13d-1(e), 13d-1(f) or 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 13d-7 for
other parties to whom copies are sent.

(Continued on following pages)
(Page 1 of 15 Pages)
______________

*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, as amended (the "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).

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CUSIP No. 883381 10 5 13D Page 2 of 15 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

ABBOTT LABORATORIES (I.R.S. IDENTIFICATION NO. 36-0698440)
------------- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3 SEC USE ONLY

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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |_|
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION

ILLINOIS
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NUMBER OF 7 SOLE VOTING POWER
SHARES None
BENEFICIALLY ----------- ---------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 7,745,139(1)
REPORTING ----------- ---------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH None
----------- ---------------------------------------
10 SHARED DISPOSITIVE POWER
7,745,139(1)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,745,139(1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.9%(2)
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14 TYPE OF REPORTING PERSON
CO
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(1) Beneficial ownership of the common stock referred to herein is being
reported hereunder solely because the reporting person may be deemed to have
beneficial ownership of such shares as a result of the Stockholder Agreement
(as defined below) described in Items 3, 4 and 5 hereof. Of the 7,745,139
shares, 1,488,976 shares are set forth in the Stockholder Agreement as
beneficially owned, but not held of record, by certain stockholders as of
January 12, 2004. Neither the filing of this Schedule 13D nor any of its
contents shall be deemed to constitute an admission by Abbott Laboratories or
Corvette Acquisition Corp. that it is the beneficial owner of any of the common
stock referred to herein for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended, or for any other purpose, and such beneficial
ownership is expressly disclaimed.

(2) The calculation of the foregoing percentage is based on the number of
shares of TheraSense, Inc. common stock outstanding as of January 12, 2004 as
set forth in the Merger Agreement (as defined below) and the 1,488,976 shares
of TheraSense, Inc. common stock set forth in the Stockholder Agreement as
beneficially owned, but not held of record, by certain stockholders as of
January 12, 2004, as identified in footnote 1 above.

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CUSIP No. 883381 10 5 13D Page 3 of 15 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

CORVETTE ACQUISITION CORP.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3 SEC USE ONLY

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4 SOURCE OF FUNDS
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |_|
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES None
BENEFICIALLY ----------- ---------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 7,745,139(1)
REPORTING ----------- ---------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH None
----------- ---------------------------------------
10 SHARED DISPOSITIVE POWER
7,745,139(1)
------------- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

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CUSIP No. 883381 10 5 13D Page 4 of 15 Pages
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Item 1. Security and Issuer.

This statement relates to shares of the common stock, par value $.001
per share (the "Shares"), of TheraSense, Inc., a Delaware corporation (the
"Company"), whose principal executive offices are located at 1360 South Loop
Road, Alameda, California 94502.

Item 2. Identity and Background.

This Statement is filed jointly by Abbott Laboratories, an Illinois
corporation ("Abbott"), and Corvette Acquisition Corp., a Delaware corporation
("Merger Sub"). The agreement by and between Abbott and Merger Sub relating to
the joint filing of this Statement is attached as Exhibit 1 hereto.

Abbott's principal business is the discovery, development, manufacture
and sale of a broad and diversified line of health care products. Abbott is an
Illinois corporation with its principal office located at 100 Abbott Park Road,
Abbott Park, Illinois 60064-6049. Abbott's telephone number is (847) 937-6100.

Merger Sub is a Delaware corporation with its principal office located
at 100 Abbott Park Road, Abbott Park, Illinois 60064-6049. Merger Sub's
telephone number is (847) 937-6100. Merger Sub was incorporated on December 30,
2003, for the purpose of merging with and into the Company pursuant to the
Merger Agreement (as defined below) and has engaged in no business other than
in connection with the transactions contemplated by the Merger Agreement and
the Stockholder Agreement (as defined below).

The names, citizenship, business addresses, present principal
occupation or employment, and the name and principal business and address of
any corporation or other organization in which such employment is conducted, of
the directors and executive officers of Abbott and Merger Sub are included in
Schedule I hereto and incorporated herein by this reference.

Neither Abbott, Merger Sub, nor, to their knowledge, any director or
executive officer identified in Schedule I has during the last five years (i)
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws.

Item 3. Source and Amount of Funds or Other Consideration.

As more fully described in response to Item 4, the Shares to which
this statement relates have not been purchased by Abbott and/or Merger Sub. As
a condition of, and an inducement to, Abbott's and Merger Sub's entering into
the Merger Agreement described in Item 4 and in consideration thereof, certain
stockholders of the Company (collectively, the "Stockholders") entered into a
stockholder agreement dated as of January 12, 2004, whereby each Stockholder
agreed to vote all of the Shares beneficially owned by such Stockholder in
favor of adoption and approval of the Merger Agreement and the Merger (as
defined below) and certain related matters (the "Stockholder Agreement").
Abbott and Merger Sub did not pay additional consideration to the Stockholders
in connection with the execution and delivery of the Stockholder Agreement. For
a description of the Stockholder Agreement, see Item 4 below, which description
is incorporated herein by reference in response to this Item 3.

References to, and descriptions of, the Merger Agreement and the
Stockholder Agreement as set forth herein are not intended to be complete and
are qualified in their entirety by reference to the Merger Agreement and the
Stockholder Agreement, respectively, copies of which are filed as Exhibit 2 and
Exhibit 3, respectively, to this statement and which are incorporated by
reference in this Item 3 in their entirety where such references and
descriptions appear.

Item 4. Purpose of Transaction.

Abbott, Merger Sub and the Stockholders entered into the Stockholder
Agreement as a condition of, and an inducement to, Abbott's and Merger Sub's
willingness to enter into the Agreement and Plan of Merger (the "Merger
Agreement"), dated as of January 12, 2004, by and among Abbott, Merger Sub and
the Company. The Merger Agreement provides, among other things, that Merger Sub
will be merged with and into the Company (the "Merger"), with the Company
continuing as the surviving corporation (the "Surviving Corporation"). Pursuant
to the Merger Agreement, at the effective time of the Merger (the "Effective
Time"), each Share outstanding immediately prior to the Effective Time (other
than Shares held by the Company, Abbott or any of their subsidiaries, and other
than Shares that are held by stockholders, if any, who properly exercise their
dissenters' rights) will be converted into the right to receive $27.00 in cash,
without interest (the "Merger Consideration").

The Merger is subject to customary closing conditions, including the
adoption of the Merger Agreement by the Company's shareholders and the
satisfaction or waiver of certain other conditions as more fully described in
the Merger Agreement.

Concurrently with the execution of the Merger Agreement, Abbott,
Merger Sub and the Stockholders entered into the Stockholder Agreement. The
Stockholders include, among others, W. Mark Lortz, Chairman of the Board, Chief
Executive Officer and President of the Company, Charles T. Liamos, Chief
Operating Officer, Chief Financial Officer and Director of the Company, Robert
D. Brownell, Vice President, General Counsel and Secretary of the Company, Eve
A. Conner, Ph.D., Vice President of Quality Assurance and Regulatory Affairs of
the Company, Timothy T. Goodnow, Ph.D., Vice President of Research and
Development of the Company, Lawrence W. Huffman, Vice President of
International Development of the Company, Ross A. Jaffe, a Director of the
Company, Robert R. Momsen, a Director of the Company, Richard P. Thompson, a
Director of the Company, and Rod F. Dammeyer, a Director of the Company. The
Stockholders own an aggregate of 7,745,139 Shares (which includes 1,488,976
Shares set forth in the Stockholder Agreement as beneficially owned, but not
held of record, by Stockholders as of January 12, 2004) representing
approximately 17.9% of the Shares on the date of the Merger Agreement (based on
the 41,887,260 Shares set forth in the Merger Agreement as being issued and
outstanding on January 12, 2004 and the 1,488,976 Shares set forth in the
Stockholder Agreement as beneficially owned, but not held of record, by
Stockholders as of January 12, 2004). Certain Stockholders also hold options to
acquire Shares, and under the terms of the Stockholder Agreement, any Shares
received by the Stockholders upon the exercise of such options will be subject
to the provisions of the Stockholder Agreement.

Pursuant to the Stockholder Agreement, each Stockholder agreed to
vote, and also irrevocably appointed Abbott, Merger Sub or their designees as
such Stockholder's proxy to vote, all of the Shares they beneficially own (i)
in favor of the adoption and approval of the Merger Agreement and the Merger or
any other transaction pursuant to which Abbott or Merger Sub proposes to
acquire the Company in which stockholders of the Company would receive cash
consideration for their Shares equal to or greater than the consideration to be
received by such stockholders in the Merger, and/or (ii) against any other
merger, consolidation, combination, sale of substantial assets, reorganization,
recapitalization, dissolution, liquidation or winding up of or by the Company,
any alternative acquisition proposal, any amendment of the Company's
certificate of incorporation or by-laws or any other proposal, action or
transaction involving the Company or any of its subsidiaries or any of its
stockholders which would impede, frustrate, prevent or delay the consummation
of the Merger or change in any manner the voting rights of the holders of the
Shares (collectively, "Frustrating Transactions").

Pursuant to the Stockholder Agreement, the Stockholders also agreed
that, they will not (and will not permit any investment banker, attorney,
accountant or other advisor or representative of them to), directly or
indirectly: (i) solicit, initiate, facilitate, encourage, engage in discussions
or negotiate with any person or take any other action intended or designed to
facilitate any inquiry or effort of any person relating to an alternative
acquisition or Frustrating Transaction; (ii) provide information with respect
to the Company or any subsidiary of the Company to any person relating to a
possible alternative acquisition or (iii) enter into any agreement with respect
to any proposal for an alternative acquisition or other Frustrating
Transaction. The Stockholders must advise Abbott and Merger Sub of any
alternative acquisition proposal or any inquiry made to the Stockholder with
respect to or that could lead to any alternative acquisition proposal or other
Frustrating Transaction. The Stockholder Agreement requires that the
Stockholders immediately cease participating in any discussions or negotiations
that may be ongoing with respect to any proposal that constitutes, or may lead
to, an alternative acquisition proposal.

The Stockholder Agreement terminates upon the earlier to occur of (i)
the Effective Time and (ii) the date of termination of the Merger Agreement in
accordance with its terms.

The Merger Agreement provides that at the Effective Time, the
certificate of incorporation and bylaws of the Merger Sub will be the
certificate of incorporation and bylaws of the Surviving Corporation, except
that the name of the Surviving Corporation will be TheraSense, Inc. The Merger
Agreement also provides that, at the Effective Time, (i) the directors of
Merger Sub will be the directors of the Surviving Corporation and (ii) the
officers of the Company will be the officers of the Surviving Corporation.

Abbott anticipates that, if the Merger is completed in accordance with
the Merger Agreement, the Company will become a wholly-owned subsidiary of
Abbott, that Abbott will seek to cause the Shares to be removed from quotation
on the Nasdaq National Market and that the Shares would become eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Abbott currently intends
to seek to cause the Company to terminate the registration of the Shares under
the Exchange Act as soon after consummation of the Merger as the requirements
for termination of registration are met.

Other than as described in this Item 4, Abbott and Merger Sub have no
plans or proposals which would relate to or result in any of the matters listed
in paragraphs (a) through (j) of Item 4 of Schedule 13D (although Abbott and
Merger Sub reserve the right to formulate specific plans and proposals with
respect to, or change their intentions regarding, any or all of the foregoing,
subject to the terms of the Merger Agreement and the Stockholder Agreement).

The information set forth, or incorporated by reference, in Items 3, 5
and 6 of this statement is hereby incorporated by this reference in this Item 4.

References to, and descriptions of, the Merger Agreement and the
Stockholder Agreement as set forth herein are not intended to be complete and
are qualified in their entirety by reference to the Merger Agreement and the
Stockholder Agreement, respectively, copies of which are filed as Exhibit 2 and
Exhibit 3, respectively, to this statement and which are incorporated by
reference in this Item 4 in their entirety where such references and
descriptions appear.

Item 5. Interest in Securities of the Issuer.

(a) and (b) For the purpose of Rule 13d-3 promulgated under the
Exchange Act, Abbott and Merger Sub, by reason of the execution and delivery of
the Stockholder Agreement, may be deemed to have shared voting power and/or
shared dispositive power with respect to (and therefore beneficially own within
the meaning of Rule 13d-3 under the Exchange Act) 7,745,139 Shares,
representing 17.9% of the Shares. Except as set forth in this Item 5, none of
Abbott, Merger Sub or, to their knowledge, any director or executive officer
identified in Schedule I hereto, beneficially owns any Shares.

With respect to the voting of the Shares, Abbott and Merger Sub have
the power to vote or cause the vote of the Shares in accordance with the terms
of the Stockholder Agreement. Neither the filing of this Schedule 13D nor any
of its contents shall be deemed to constitute an admission that Abbott or
Merger Sub is the beneficial owner of the Shares referred to in this Item 5 for
purposes of Section 13(d) of the Exchange Act or for any other purpose, and
such beneficial ownership is expressly disclaimed.

(c) Except for the execution and delivery of the Stockholder Agreement
and the Merger Agreement, no transactions in the Shares were effected by
Abbott, Merger Sub or, to their knowledge, any director or executive officer
identified in Schedule I hereto, during the 60 days prior to the date hereof.

(d) Not applicable.

(e) Not applicable.

the Stockholder Agreement, respectively, copies of which are filed as Exhibit 2
and Exhibit 3, respectively, to this statement and which are incorporated by
reference in this Item 5 in their entirety where such references and
descriptions appear.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.

The information set forth, or incorporated by reference, in Items 3
through 5 of this statement is hereby incorporated by reference in this Item 6.

The Company and Abbott are parties to a Confidentiality Agreement,
dated as of October 13, 2003, as amended on January 12, 2004 (the
"Confidentiality Agreement"). Among other things, the Confidentiality Agreement
provides that until July 13, 2004, Abbott and its affiliates may not, directly
or indirectly, unless specifically requested or authorized to do so in advance
by the Company's board of directors, (i) acquire or agree, offer, seek or
propose to acquire, or cause to be acquired, ownership of any of the Company's
or its subsidiaries' material assets or business or any voting securities
issued by the Company which are, or may be, entitled to vote in the election of
the Company's directors ("Voting Securities"), or any rights or options to
acquire such ownership, including from a third party, (ii) make, or in any way
participate in, any "solicitation" of "proxies" or consents with respect to any
Voting Securities of the Company, (iii) make any public announcement with
respect to, or submit a proposal for, or offer of any extraordinary transaction
involving the Company or any of its securities or assets, (iv) form, join or in
any way participate in a "group" as defined in Section 13(d)(3) of the Exchange
Act in connection with any of the foregoing or (v) take any action that could
reasonably be expected to require the Company to make a public announcement
regarding the possibility of any of the events described in (i) through (iv)
above. The Confidentiality Agreement further provides that the foregoing
provisions will not restrict Abbott or any of its affiliates in the event the
Company has (a) entered into a definitive agreement for any merger,
consolidation or other business combination with a third party, if upon
consummation of such business combination, the Company's stockholders
immediately prior to such business combination would hold fifty percent or less
of the total voting power of the surviving entity, (b) entered into a
definitive agreement to sell lease, exchange, transfer or otherwise dispose of
all or substantially all of the Company's assets to a third party, (c) entered
into a definitive agreement to sell to a third party voting securities of the
Company constituting more than forty percent of the total voting power of the
Company, (d) approved or made a recommendation in favor of a tender offer or
exchange offer by a third party which, if consummated, would cause such third
party to own securities of the Company with more than thirty percent of the
total voting power of the Company or (e) entered into a definitive agreement
providing for a recapitalization, restructuring, liquidation, dissolution or
other extraordinary transaction, if upon consummation of such transaction the
Company's stockholders immediately prior to such transaction will hold fifty
percent or less of the total voting power following the transaction.

References to, and descriptions of, the Confidentiality Agreement as
set forth herein are not intended to be complete and are qualified in their
entirety by reference to the Confidentiality Agreement, a copy of which is
filed as Exhibit 4 to this statement and which is incorporated by reference in
this Item 6 in its entirety where such references and descriptions appear.

To Abbott's and Merger Sub's knowledge, except as otherwise described
in this Schedule 13D, there are no contracts, arrangements, understandings or
relationships among the persons named in Item 2 above, and between any such
persons and any other person, with respect to any securities of the Company.

Item 7. Material to be Filed as Exhibits.

Exhibit Description
------- -----------
1 Joint Filing Agreement, dated January 22, 2004, between Abbott
Laboratories and Corvette Acquisition Corp.

2 Agreement and Plan of Merger, dated as of January 12, 2004, by
and among Abbott Laboratories, Corvette Acquisition Corp.
and TheraSense, Inc.

3 Stockholder Agreement, dated as of January 12, 2004, by and
among Abbott Laboratories, Corvette Acquisition Corp. and the
Stockholders signatory thereto.

4 Confidentiality Agreement, dated as of October 13, 2003,
between Abbott Laboratories and TheraSense, Inc., as amended
January 12, 2004.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Dated: January 22, 2004

ABBOTT LABORATORIES

By: /s/ Richard A. Gonzalez
------------------------------
Name: Richard A. Gonzalez
Title: President and Chief Operating
Officer, Medical Products Group

CORVETTE ACQUISITION CORP.

By: /s/ Thomas C. Freyman
------------------------------
Name: Thomas C. Freyman
Title: President

Schedule I

Information Concerning Corporate Officers and
Directors of Abbott Laboratories and Corvette Acquisition Corp.

1. Abbott Laboratories. The current corporate officers and directors
of Abbott Laboratories are listed below. The address of Abbott Laboratories is:
Abbott Laboratories, 100 Abbott Park Road, Abbott Park, Illinois 60064-6049.
Abbott Laboratories does not consider all of its corporate officers to be
executive officers as defined by the Securities Exchange Act of 1934 or
Releases thereunder. Unless otherwise indicated, all positions set forth below
opposite an individual's name refer to positions within Abbott Laboratories,
and, where applicable, the business address listed for each individual not
principally employed by Abbott Laboratories is also the address of the
corporation or other organization which principally employs that individual.

Corporate Officers

Name Present Positions with Abbott Citizenship
---- ----------------------------- -----------

Miles D. White* Chairman of the Board and Chief Executive Officer U.S.A.
and Director

Jeffrey M. Leiden* President and Chief Operating Officer, U.S.A.
Pharmaceutical Products Group and Director

Richard A. Gonzalez* President and Chief Operating Officer, Medical U.S.A.
Products Group and Director

Christopher B. Begley* Senior Vice President, Hospital Products U.S.A.

Jose M. de Lasa* Senior Vice President and General Counsel U.S.A.

William G. Dempsey* Senior Vice President, Pharmaceutical Operations U.S.A.

Thomas C. Freyman* Senior Vice President, Finance and Chief Financial U.S.A.
Officer

Guillermo A. Herrera* Senior Vice President, International Operations U.S.A.

Greg W. Linder* Vice President and Controller U.S.A.

Gary E. McCullough* Senior Vice President, Ross Products U.S.A.

Joseph M. Nemmers, Jr.* Senior Vice President, Diagnostic Operations U.S.A.

Thomas M. Wascoe* Senior Vice President, Human Resources U.S.A.

Lance B. Wyatt* Senior Vice President and President, Global U.S.A.
Pharmaceutical Manufacturing

__________________________
* Pursuant to Item 401(a) of Regulation S-K, Abbott has identified these
persons as "executive officers" within the meaning of Item 401(b).

Name Present Positions with Abbott Citizenship
---- ----------------------------- -----------

John Arnott Vice President, Hospital Products Business Sector United Kingdom

Catherine V. Babington Vice President, Investor Relations and Public U.S.A.
Affairs

Michael G. Beatrice Vice President, Corporate Regulatory and
Quality Science

Oliver Bohuon Vice President, European Operations France

Charles M. Brock Vice President, Chief Ethics and Compliance U.S.A.
Officer

William E. Brown, III Vice President, Diagnostic Assays and Systems U.S.A.
Development

Douglas C. Bryant Vice President, Diagnostic Global Commercial U.S.A.
Operations

Thomas F. Chen Vice President, Pacific, Asia, and Africa U.S.A.
Operations

Michael J. Collins Vice President, Diagnostics Commercial U.S.A.
Operations, U.S. and Canada

Jaime Contreras Vice President, Diagnostic Commercial Operations, Mexico
Europe, Africa and Middle East

Thomas H. Dee Vice President, Internal Audit U.S.A.

Edward J. Fiorentino Vice President and President, MediSense Products U.S.A.

Stephen R. Fussel Vice President, Compensation and Development U.S.A.

Mark F. Gorman Vice President, Ross Products, Medical Nutritionals U.S.A.

Robert B. Hance Vice President and President, Vascular Devices U.S.A.

Terrence C. Kearny Vice President and Treasurer U.S.A.

James J. Koziarz Vice President, Hepatitis/Retrovirus Research U.S.A.
and Development and Assay Technical Support,
Diagnostic Products

John C. Landgraf Vice President, Quality Assurance and Compliance, U.S.A.
Medical Products Group

Elaine R. Leavenworth Vice President, Government Affairs U.S.A.

Name Present Positions with Abbott Citizenship
---- ----------------------------- -----------

Gerald Lema Vice President, Diagnostics Commercial U.S.A.
Operations, Asia and Pacific

John M. Leonard Vice President, Global Pharmaceutical U.S.A.
Development

Holger Liepmann Vice President, Japan Operations U.S.A.

Richard J. Marasco Vice President, Ross Products, Pediatrics U.S.A.

Heather L. Mason Vice President, Pharmaceutical Products, U.S.A.
Specialty Operations

P. Loreen Mershimer Vice President, Hospital Products Business Sector U.S.A.

Edward L. Michael Vice President and President, Molecular U.S.A.
Diagnostics

Karen L. Miller Vice President, Information Technology U.S.A.

Sean Murphy Vice President, Global Licensing/New Business U.S.A.
Development

Daniel W. Norbeck Vice President, Global Pharmaceutical Discovery U.S.A.

Edward A. Ogunro Vice President, Hospital Products Research and U.S.A.
Development, Medical and Regulatory Affairs

Roberto Reyes Vice President, Latin America and Canada Colombia

Laura J. Schumacher Vice President, Secretary and Deputy General U.S.A.
Counsel

AJ J. Shoultz Vice President, Taxes U.S.A.

Mary T. Szela Vice President, Pharmaceutical Products, Primary U.S.A.
Care Operations

James L. Tyree Vice President, Global Licensing/New Business U.S.A.
Development

Steven J. Weger, Jr. Vice President, Corporate Planning and Development U.S.A.

Susan M. Widner Vice President, Abbott HealthSystems U.S.A.

Directors

Position/Present Principal Occupation or
Name Employment and Business Address Citizenship
---- ------------------------------- -----------

Roxanne S. Austin Former President and Chief Operating Officer U.S.A.
DIRECTV, Inc.
c/o Abbott Laboratories
100 Abbott Park Road
Abbott Park, Illinois 60064-6049

H. Laurance Fuller Retired Co-Chairman, U.S.A.
BP Amoco, p.l.c.
c/o Primacy Business Center
1111 E. Warrenville Road
Suite 257
Naperville, Illinois 60563

Richard A. Gonzalez Officer of Abbott U.S.A.

Jack M. Greenberg Retired Chairman and Chief Executive Officer U.S.A.
McDonald's Corporation
333 W. Wacker Drive
Suite 1015
Chicago, Illinois 60606

Jeffrey M. Leiden, M.D., Officer of Abbott U.S.A.
Ph.D.

The Rt. Hon. Lord Owen Executive Chairman of Global United Kingdom
CH Natural Energy, p.l.c.
House of Lords
Westminster, London
SW1A OPW, England

Boone Powell, Jr. Retired Chairman U.S.A.
Baylor Health Care System
c/o Abbott Laboratories
100 Abbott Park Road
Abbott Park, Illinois 60064-6049

Addison Barry Rand Chairman and Chief Executive Officer U.S.A.
Equitant
Six Landmark Square
4th Floor
Stamford, Connecticut 06901

W. Ann Reynolds, Ph.D. Former Director, Center for Community U.S.A.
Outreach and Development
The University of Alabama at Birmingham
c/o Abbott Laboratories
100 Abbott Park Road
Abbott Park, Illinois 60064-6049

Position/Present Principal Occupation or
Name Employment and Business Address Citizenship
---- ------------------------------- -----------

Roy S. Roberts Retired Group Vice President, North American U.S.A.
Vehicle Sales, Service and Marketing
General Motors Corporation
Renaissance Center
Jefferson Avenue
Detroit, Michigan

Managing Director
Reliant Equity Investors
401 N. Michigan Avenue
Suite 550
Chicago, Illinois 60611

William D. Smithburg Retired Chairman and Chief Executive Officer U.S.A.
The Quaker Oats Company
676 N. Michigan Avenue
Suite 3860
Chicago, Illinois 60611

John R. Walter Retired President and Chief Operating Officer, U.S.A.
AT&T Corporation and Former Chairman and Chief
Executive Officer
R.R. Donnelley & Sons Company
c/o Abbott Laboratories
100 Abbott Park Road
Abbott Park, Illinois 60064-6049

Miles D. White Officer of Abbott U.S.A.

2. Corvette Acquisition Corp. The current executive officers and
directors of Corvette Acquisition Corp. are listed below. The address of
Corvette Acquisition Corp. is: Corvette Acquisition Corp., 100 Abbott Park
Road, Abbott Park, Illinois 60064-6049. All positions set forth below opposite
an individual's name refer to positions within Corvette Acquisition Corp.

Executive Officers

Name Present Positions with Merger Sub Citizenship
---- --------------------------------- -----------

Thomas C. Freyman President U.S.A.
AJ J. Shoultz Vice President, Taxes U.S.A.
Terrence C. Kearny Treasurer U.S.A.
Honey Lynn Goldberg Secretary U.S.A.

Directors

Position/Present Principal Occupation or
Name Employment and Business Address Citizenship
---- ------------------------------- -----------

Thomas C. Freyman Officer of Merger Sub U.S.A.