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Background -------------

The Company was organized under the laws of the State of Colorado on September 29, 1980. The Company's objective is to acquire, develop and market pharmaceutical and health care products.

On or about March 31, 2000, PR Pharmaceuticals, Inc. ("PRP"), a privately held pharmaceuticals company focused on developing drug delivery systems, acquired 52.95% of the outstanding common stock of the Company from certain of the shareholders and directors of the Company. The selling shareholders received one share of PRP common stock for each 15 shares of Verex common stock. PRP agreed to make a tender offer to purchase the...