SC 13D: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*
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Sonus Pharmaceuticals, Inc.
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(Name of Issuer)

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

835692104
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(CUSIP Number)

Jose M. de Lasa, Abbott Laboratories, AP6D D-364, 100
Abbott Park Road, Abbott Park, Illinois 60064-3500
Tel: (847) 937-8905
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

May 14, 1996
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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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.

Check the following box if a fee is being paid with this statement /X/. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.
(See Rule 13d-7.)

NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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).


(Continued on following page(s))

Page 1 of Pages
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CUSIP No. 835692104 13D Page of Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons

Abbott Laboratories IRS Identification Number: 36-0698440
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
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(3) SEC Use Only

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(4) Source of Funds*
WC
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization
Illinois
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Number of Shares (7) Sole Voting
Beneficially Owned Power 500,000
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power
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(9) Sole Dispositive
Power 500,000
--------------------------------------------------
(10) Shared Dispositive
Power
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
500,000
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
5.58%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!





ITEM 1. SECURITY AND ISSUER.

This statement relates to warrants (the "Warrants") for five hundred
thousand (500,000) shares of the common stock (the "Common Stock") of Sonus
Pharmaceuticals, Inc., a Delaware corporation (the "Issuer") whose principal
executive offices are located at 22026 20th Avenue, S.E., Suite 102, Bothell,
Washington 98021. The Warrants have an exercise price equal to sixteen dollars
($16.00) per share, subject to adjustments as set forth in the Warrant
Certificate, a copy of which is attached hereto and incorporated herein as
EXHIBIT 3. All rights to purchase shares of Common Stock under the Warrant
Certificate shall cease at 11:59 p.m. on May 14, 2001, subject to earlier
termination as provided in the Warrant Certificate. The Warrants are
evidenced by the Warrant Certificate.

ITEM 2. IDENTITY AND BACKGROUND.

(a) - (c), and (f) The person filing this statement is Abbott
Laboratories ("Abbott"), an Illinois corporation. Abbott's principal business
is the discovery, development, manufacture, and sale of a broad and diversified
line of health care products and services. Abbott's principal office is located
at 100 Abbott Park Road, Abbott Park, Illinois 60064-3500.

The names, citizenship, business addresses, present principal
occupation or employment and the name, and the principal business and address of
any corporation or other organization in which such employment is conducted of
the directors and executive officers of Abbott are as set forth in Annex A
hereto and incorporated herein by this reference.

(d) and (e) Neither Abbott, nor to the best of its knowledge, any
person listed on Annex A 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.

The consideration used by Abbott for the acquisition reported in this
Schedule 13D came from the general assets of Abbott. Abbott acquired the
Warrants for $4,000,000 (i.e., eight dollars per share).

ITEM 4. PURPOSE OF THE TRANSACTION.

Abbott acquired the Warrants contemporaneously and in connection with
its entering into an agreement with the Issuer pursuant to which Abbott and the
Issuer will collaborate in the research, development, marketing, and sale of
EchoGen-Registered Trademark- Emulsion, an ultrasound contrast agent being
investigated for broad clinical utility in both cardiology and radiology
applications.

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Abbott acquired the Warrants as an investment and is bound by the
terms and conditions of the Agreement between Abbott Laboratories and Sonus
Pharmaceuticals, Inc. dated May 14, 1996 (the "Agreement") (a copy of which is
attached hereto as EXHIBIT 1), the Sonus Pharmaceuticals, Inc. Third Amended and
Restated Registration Rights Agreement entered into as of May 15, 1996 (the
"Registration Agreement") (a copy of which is attached hereto as EXHIBIT 2), and
a Warrant Certificate dated May 14, 1996 (the "Warrant Certificate") (a copy of
which is attached hereto as EXHIBIT 3). The Agreement, the Registration
Agreement, and the Warrant Certificate are incorporated herein by this reference
and are described in greater detail in Item 6.

The Agreement provides that Abbott, with the exception of the shares
it may acquire upon exercise of the Warrant, shall not, without the prior
written consent of the Issuer, acquire or agree to acquire, by purchase or
otherwise, any voting securities of the Issuer or any subsidiary of the Issuer.
Subject to the terms and conditions of the Agreement, the Registration
Agreement, and the Warrant Certificate; to a continuing review of the prospects
of the Issuer, market conditions, and economic conditions; and, to other
relevant factors, Abbott may purchase shares of Common Stock, or may dispose of
the shares it subsequently acquires.

(a) In addition to the Warrant, Section 4.1 of the Agreement
provides that Abbott may also receive a warrant to acquire an additional
125,000 shares of the Common Stock (the "Section 4.1 Warrant"). Section 4.1
of the Agreement, states that if the Issuer receives a bona fide offer from a
Third Party (as defined in the Agreement) for the right to market and sell
Product (as defined in the Agreement) in Canada and/or Latin America prior to
December 31, 1996, then within a reasonable time, not to exceed sixty (60)
days, the Issuer shall give written notice to Abbott of the details of the
offer and Abbott shall have the opportunity to meet, or offer terms more
favorable than, such Third Party offer within sixty (60) days of such notice.
If either (A) Abbott meets or offers terms more favorable than such Third
Party offer and the Issuer fails to enter into an agreement with Abbott with
respect to such marketing rights, or (B) whether or not there is a Third
Party offer, the parties do not enter into a binding commitment for Abbott to
acquire marketing rights in Canada and/or Latin America prior to December 31,
1996, then the payment in Appendix 2.3 to the Agreement due to Issuer upon
the First Shipment Date (as defined therein) shall be decreased. The Issuer
may, at its option, substitute for the decreased payment Section 4.1 Warrants
to purchase 125,000 shares of common stock of the Issuer, subject to
adjustment as set forth in a warrant certificate substantially in the form of
the Warrant Certificate, for shares of the Issuer's common stock, such
Section 4.1 Warrants based on the warrant exercise price equal to the volume
weighted average price for the ten (10) trading days prior to the date the
Issuer executes a definitive agreement with a Third Party for marketing
rights as set forth in Section 4.1 or December 31, 1996, whichever is
earlier. The Issuer shall notify Abbott of which option it chooses no later
than December 31, 1996. The Section 4.1 Warrant shall be issued as of the
date of the determination of the warrant price. Anything in the foregoing to
the contrary notwithstanding, in the event that prior to December 31, 1996,
the Issuer should receive a bona fide offer from a Third Party for marketing
rights in Canada and/or Latin America and Abbott shall have failed to meet or
offer more favorable terms as provided above, then the Issuer shall not be
subject to a reduced fee upon First Shipment or have an obligation to issue
any Section 4.1 Warrants.

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(b) - (j) Except to the extent that the license of intellectual
property rights by the Issuer to Abbott pursuant to the Agreement (and the
related agreements referenced in the Agreement) constitutes "a sale or transfer
of a material amount of assets of the issuer or any of its subsidiaries," Abbott
does not now have any plans or proposals which would relate to or result in
transactions of the kind described in paragraphs (b) through (j) of Item 4 of
Schedule 13d of the Securities and Exchange Commission. Abbott does, however,
reserve the right to adopt such plans or proposals, subject to compliance with
applicable regulatory requirements, if any.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a) Abbott is the beneficial owner of Warrants entitling it to
purchase 500,000 shares of the Issuer's Common Stock. This represents
approximately five and 58/100 percent (5.58%) of the outstanding shares of
the Common Stock. The calculation of the foregoing percentage is based on
the number of shares of Common Stock shown as being outstanding on the Form
10-Q Quarterly Report filed by the Issuer with the Securities and Exchange
Commission for the quarter ended March 31, 1996. In addition, under Section
4.1 of the Agreement, Abbott may receive a Section 4.1 Warrant entitling
Abbott to purchase an additional 125,000 shares of the Issuer's Common Stock.
The Section 4.1 Warrant is described in greater detail in Item 4(a).

(b) At such time, if ever, as Abbott exercises the Warrant (or the
Section 4.1 Warrant) it will have the sole power to vote or direct the vote
and the sole power to dispose or direct the disposition of the shares of
Common Stock acquired upon that exercise. Section 8.3 of the Agreement
provides that, with the exception of the shares acquired upon exercise of the
Warrant, Abbott and its "Affiliates" (as defined in the Agreement) shall not,
without the prior written consent of the Issuer, acquire or agree to acquire,
by purchase or otherwise any voting securities of the Issuer or any
subsidiary of the Issuer.

(c) Except as described herein, there have been no transactions by
Abbott or the persons whose names are listed on Annex A in securities of the
Issuer during the past sixty days.

(d) No one other than Abbott is known to have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the a
sale of, the Warrant or the shares of Common Stock that Abbott may acquire upon
exercise of the Warrant.

(e) Not applicable.


ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.

Abbott's rights with respect to the securities of the Issuer are
subject to the terms and conditions of the Agreement, the Registration
Agreement, and the Warrant Certificate. These terms and conditions are
described below.

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Section 8.1 of the Agreement provides that Abbott shall purchase and
the Issuer shall sell and issue the Warrant.


Section 8.3 of the Agreement provides that with the exception of
the shares acquired upon exercise of the Warrant, Abbott, shall not, without
the prior written consent of the Issuer acquire or agree to acquire, by
purchase or otherwise, any voting securities of the Issuer or any subsidiary
of the Issuer.

The Issuer has granted Abbott certain the registration rights under
the Registration Agreement and has amended the Registration Agreement to include
Abbott within that agreement's definition of the term "Holder."

Section 1 of the Registration Agreement defines the terms
"Registrable Securities", "Piggyback Registrable Securities", "register",
"registered", "registration", "Registration Statement", "Initiating Holders"
and "Piggyback Holders". The terms "Registrable Securities" and "Piggyback
Registrable Securities" are defined to include within their definition the
Common Stock issued or issuable upon exercise of either the Warrant or the
Section 4.1 Warrant. The terms "register", "registered", and "registration"
refer to a registration effected by filing with the Securities and Exchange
Commission a registration statement (the "Registration Statement") in
compliance with the Securities Act of 1933, as amended (the "1933 Act") and
the declaration or ordering by the Securities and Exchange Commission of
the effectiveness of such Registration Statement. The term "Initiating
Holders" means any Holder or Holders of not less than fifty percent (50%) of
the Registrable Securities held by all of the Holders then outstanding and
not registered at the time of any request for registration pursuant to
paragraph 1.2 of the Registration Agreement. The term "Piggyback Holders"
means the Holders of Piggyback Registrable Securities.

Paragraph 1.2(a) of the Registration Agreement provides that if the
Issuer receives from Initiating Holders a written demand (a "Demand
Registration") that the Issuer effect any registration under the 1933 Act of all
or part of the Registrable Securities (other than a registration on Form S-3 or
any related form of registration statement), the Issuer will:

(i) promptly (but in any event within 10 days) give written notice
of the proposed registration to all other Holders; and

(ii) use its best efforts to effect such registration as soon as
practicable as may be so demanded and as will permit or
facilitate the sale and distribution of all or such portion of
such Initiating Holders' Registrable Securities as are
specified in such demand, together with all or such portion of
the Registrable Securities of any Holder or Holders joining in
such demand as are specified in a written demand received by
the Issuer within 30 days after such written notice is given,
provided that the Issuer shall not be obligated to take any
action to effect any such registration, pursuant to paragraph
1.2:

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(A) Within 120 days immediately following the effective date of
any registration statement pertaining to an underwritten
public offering of securities of the Issuer for its own
account (other than a registration on Form S-4 relating solely
to a Securities and Exchange Commission Rule 145 transaction,
or a registration relating solely to employee benefit plans);

(B) After the Issuer has effected an aggregate of two such
registrations pursuant to paragraph 1.2 and the sales of the
shares of Common Stock under such registrations have closed;

(C) If the Issuer shall furnish to such Holders a certificate
signed by the President of the Issuer, stating that in the
good faith judgment of the board of directors of the Issuer it
would be seriously detrimental to the Issuer and its
shareholders for such Registration Statement to be filed at
the date filing would be required, in which case the Issuer
shall have an additional period of not more than 90 days
within which to file such Registration Statement; provided,
however, that the Issuer shall not use this right more than
once in any twelve month period;

(D) If the Demand Registration covers less than 30 percent of
Registrable Securities held by all of the Holders and the
proposed aggregate offering price to the public of the
Registrable Securities to be included in the registration by
all Holders, is less than $5,000,000; or

(E) Prior to October 17, 1996.

Paragraph 1.2(b) of the Registration Agreement provides that if the
Initiating Holders intend to distribute the Registrable Securities covered by
their demand by means of an underwriting, they shall so advise the Issuer as
part of their demand made pursuant to paragraph 1.2; and the Issuer shall
include such information in the written notice referred to above. In such
event, the right of any Holder to registration pursuant to paragraph 1.2 is
conditioned upon that Holder's participation in the underwriting and the
inclusion of that Holder's Registrable Securities in the underwriting (unless
otherwise mutually agreed by a majority in interest of the Initiating Holders
and that Holder) to the extent provided in the Registration Agreement.

Paragraph 1.2(b) of the Registration Agreement also provides that the
Issuer, together with all Holders proposing to distribute their securities
through such underwriting, must enter into an underwriting agreement in
customary form with the underwriter or underwriters selected by a majority in
interest of the Initiating Holders and reasonably satisfactory to the Issuer.
Notwithstanding any other provision of paragraph 1.2, if the underwriter advises

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the Issuer in writing that marketing factors (including an adverse effect on the
per share offering price) require a limitation of the number of shares to be
underwritten, then the Issuer must advise all Holders of Registrable Securities
that would otherwise be so registered and underwritten, and the number of shares
of Registrable Securities that may be included in the registration and
underwriting shall be allocated pro rata among the Holders thereof in
proportion, as nearly as practicable, to the respective amounts of Registrable
Securities held by such Holders at the time of filing the registration
statement. For purposes of any underwriter cutback, all Registrable Securities
held by any Holder which is a partnership or corporation shall also include any
Registrable Securities held by the partners, retired partners, shareholders or
affiliated entities of such Holder, or the estates and family members of any
such partners and retired partners and any trusts for the benefit of any of the
foregoing persons, and such Holder and other persons shall be deemed to be a
single "selling Holder", and any pro rata reduction with respect to such
"selling Holder" shall be based upon the aggregate amount of shares carrying
registration rights owned by all entities and individuals included in such
"selling Holder", as defined in this sentence. No Registrable Securities
excluded from the underwriting by reason of the underwriter's marketing
limitation shall be included in such registration.

If any Holder disapproves of the terms of the underwriting, such Holder may
elect to withdraw therefrom by written notice to the Issuer, the underwriter,
and the Initiating Holders. The Registrable Securities so withdrawn shall also
be withdrawn from registration.

If the underwriter has not limited the number of Registrable Securities to
be underwritten, the Issuer may include securities for its own account (or for
the account of other shareholders) in such registration if the underwriter so
agrees and if the number of Registrable Securities that would otherwise have
been included in such registration and underwriting will not thereby be limited.

Paragraph 1.3(a) of the Registration Agreement provides that if at any time
or from time to time the Issuer shall determine to register any of its
securities, either for its own account or the account of security holders, other
than a registration relating solely to employee benefit plans, a registration on
Form S-4 relating solely to an Securities and Exchange Commission Rule 145
transaction, or a registration pursuant to paragraph 1.2 of the Registrant
Agreement, the Issuer will:

(i) promptly give to the Piggyback Holders written notice thereof
(which shall include a list of the jurisdictions in which the
Issuer intends to attempt to qualify such securities under the
applicable blue sky or other state securities laws); and

(ii) include in such registration (and any related qualification under
blue sky laws or other compliance), and in any underwriting
involved therein, all the Piggyback Registrable Securities
specified in a written request or requests, made within 20 days
after receipt of such written notice from the Issuer, by the
Piggyback Holders, except as set forth in subparagraph 1.3(b)
of the Registration Agreement.

8

Paragraph 1.3(b) of the Registration Agreement provides that if the
registration of which the Issuer gives notice is for a registered public
offering involving an underwriting, then the Issuer shall so advise the
Piggyback Holders as a part of the written notice given pursuant to
subparagraph 1.3(a)(i). In such event, the right of the Piggyback Holders to
registration of his or its Piggyback Registrable Securities pursuant to
paragraph 1.3 shall be conditioned upon the Piggyback Holder's participation
in such underwriting and the inclusion of the Piggyback Holder's Piggyback
Registrable Securities in the underwriting to the extent provided in the
Registration Agreement. The Piggyback Holders proposing to distribute their
securities through such underwriting shall, together with the Issuer and the
other parties distributing their securities through such underwriting, enter
into an underwriting agreement in customary form with the underwriter or
underwriters selected for such underwriting by the Issuer. Notwithstanding
any other provision of paragraph 1.3, if the underwriter determines that
marketing factors require a limitation of the number of shares to be
underwritten, the underwriter may limit the number of Piggyback Registrable
Securities to be included in the registration and underwriting, or may
exclude Piggyback Registrable Securities entirely from such registration and
underwriting subject to the terms of this paragraph; provided, however, for
any registration, the limitation shall not reduce the number of Piggyback
Registrable Securities to be included in the offering below thirty percent
(30%) of the total number of shares to be included in the offering unless the
holders of at least a majority of Piggyback Registrable Securities then
outstanding otherwise consent to or approve the limitation of the number of
shares to be underwritten. The Issuer shall so advise all holders of the
Issuer's securities that would otherwise be registered and underwritten
pursuant hereto, and the number of shares of such securities, including
Piggyback Registrable Securities, that may be included in the registration
and underwriting shall be allocated in the following manner: shares, other
than Piggyback Registrable Securities, requested to be included in such
registration by shareholders shall be excluded, and if a limitation on the
number of shares is still required, the number of Piggyback Registrable
Securities that may be included shall be allocated among the Piggyback
Holders thereof in proportion, as nearly as practicable, to the respective
amounts of Piggyback Registrable Securities held by the Piggyback Holders at
the time of filing the Registration Statement. For purposes of any
underwriter cutback, all Piggyback Registrable Securities held by any
Piggyback Holder which is a partnership or corporation shall also include any
Piggyback Registrable Securities held by the partners, retired partners,
shareholders or affiliated entities of such Piggyback Holder or the estates
and family members of any such partners and retired partners and any trusts
for the benefit of any of the foregoing persons, and such Piggyback Holder
and other persons shall be deemed to be a single "selling Holder", and any
pro rata reduction with respect to such "selling Piggyback Holder" shall be
based upon the aggregate amount of shares carrying registration rights owned
by all entities and individuals included in such "selling Piggyback Holder,"
as defined in this sentence. No securities excluded from the underwriting by
reason of the underwriter's marketing limitation shall be included in such
registration. If any Piggyback Holder disapproves of the terms of the
underwriting, it may elect to withdraw therefrom by written notice to the
Issuer and the underwriter. The Piggyback Registrable Securities so
withdrawn shall also be withdrawn from registration.

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Paragraph 1.3(c) of the Registration Agreement provides that no Piggyback
Holder shall be entitled to exercise any right provided for in Section 1.3
after October 17, 1998.

Paragraph 1.4 of the Registration Agreement provides that all expenses
incurred in connection with the first two registrations effected pursuant to
paragraph 1.2 and all registrations effected pursuant to paragraphs 1.3 and 1.9,
including without limitation all registration, filing, and qualification fees
(including blue sky fees and expenses), printing expenses, escrow fees, fees and
disbursements of counsel for the Issuer and of one special counsel for the
participating Holders and the Common Holders (as defined in the Registration
Agreement), and expenses of any special audits incidental to or required by such
registration, shall be borne by the Issuer; provided, however, that the Issuer
shall not be required to pay stock transfer taxes or underwriters' discounts, or
commissions relating to Registrable Securities or Piggyback Registrable
Securities. Notwithstanding anything to the contrary above, the Issuer shall
not be required to pay for any expenses of any registration proceeding under
paragraph 1.2 if the registration request is subsequently withdrawn at the
request of the Holders of a majority of the Registrable Securities to have been
registered, unless such Holders agree to forfeit their right to a demand
registration pursuant to paragraph 1.2 (in which event such right shall be
forfeited by all Holders). In the absence of such an agreement to forfeit, the
Holders of Registrable Securities to have been registered shall bear all such
expenses pro rata on the basis of the Registrable Securities to have been
registered. Notwithstanding the preceding sentence, however, if at the time of
the withdrawal, the Holders have learned of a material adverse change in the
condition, business, or prospects of the Issuer from that known to the Holders
at the time of their request, of which the Issuer had knowledge at the time of
the request, then the Holders shall not be required to pay any of said expenses
and shall retain their rights pursuant to paragraph 1.2.

Paragraph 1.5 of the Registration Agreement provides that whenever
required under Section 1 of the Registration Agreement to effect the
registration of any Registrable Securities or Piggyback Registrable Securities
the Issuer shall, as expeditiously as reasonably possible:

(a) Prepare and file with the Securities and Exchange Commission a
registration statement with respect to such Registrable
Securities or Piggyback Registrable Securities and use its
diligent best efforts to cause such registration statement to
become effective, and keep such registration statement effective
for up to ninety (90) days or until the Holders and the Common
Holders have completed the distribution relating thereto.

(b) Prepare and file with the Securities and Exchange Commission such
amendments and supplements to such registration statement and the
prospectus used in connection with such registration statement as
may be necessary to comply with the provisions of the 1933 Act with
respect to the disposition of all securities covered by such
registration statement.

(c) Furnish to the Holders and the Common Holders such numbers of
copies of a prospectus, including a preliminary prospectus, in
conformity with the requirements of the 1933 Act, and such other
documents as they may reasonably request in order to facilitate
the disposition of Registrable Securities or Piggyback
Registrable Securities owned by them.

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(d) Use its best efforts to register and qualify the securities
covered by such registration statement under such other
securities or Blue Sky laws of such jurisdictions as shall be
reasonably requested by the Holders and the Common Holders,
provided that the Issuer shall not be required in connection
therewith or as a condition thereto to qualify to do business or
to file a general consent to service of process in any such
states or jurisdictions.

(e) In the event of any underwritten public offering, enter into and
perform its obligations under an underwriting agreement, in usual
and customary form, with the managing underwriter of such
offering. Each Holder and each Common Holder participating in
such underwriting shall also enter into and perform its
obligations under such an agreement.

(f) Notify each holder of Registrable Securities or Piggyback
Registrable Securities covered by such registration statement at
any time when a prospectus relating thereto is required to be
delivered under the 1933 Act of the happening of any event as a
result of which the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing.

(g) Furnish, at the request of the Holder or any Common Holder
requesting registration of Registrable Securities or Piggyback
Registrable Securities pursuant to Section 1, on the date that
such Registrable Securities or Piggyback Registrable Securities
are delivered to the underwriters for sale in connection with a
registration pursuant to Section 1, if such securities are being
sold through underwriters, on the date that the registration
statement with respect to such securities becomes effective, (i)
an opinion, dated such date, of the counsel representing the
Issuer for the purposes of such registration, in form and
substance as is customarily given to underwriters in an
underwritten public offering, addressed to the underwriters, if
any, and to the Holders and/or the Common Holders requesting
registration of Registrable Securities or Piggyback Registrable
Securities, and (ii) a letter dated such date from the
independent accountants of the Issuer, in form and substance as
is customarily given by independent accountants to underwriters
in an underwritten public offering, addressed to the
underwriters, if any, and, if permissible, to the Holders and/or
the Common Holders requesting registration of Registrable
Securities or Piggyback Registrable Securities.

Paragraph 1.6(a) of the Registration Agreement provides that the Issuer
will indemnify and hold harmless each Holder of Registrable Securities and each
Piggyback Holder of Piggyback Registrable Securities, each of such Holder's or


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such Piggyback Holder's, officers, directors, partners and agents, and each
person controlling such Holder or such Piggyback Holders, with respect to any
registration, qualification, or compliance effected pursuant to Section 1 of
the Registration Agreement, and each underwriter, if any, and each person who
controls any underwriter, of the Registrable Securities held by or issuable to
such Holder or such Piggyback Holder, against all claims, losses, damages, and
liabilities (or actions in respect thereto) to which they may become subject
under the 1933 Act, the Securities Exchange Act of 1934, as amended, (the "1934
Act"), or other federal or state law arising out of or based on (i) any untrue
statement (or alleged untrue statement) of a material fact contained in any
prospectus, offering circular, or other similar document (including any related
Registration Statement, notification, or the like) incident to any such
registration, qualification, or compliance, or based on any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, or (ii) any violation
or alleged violation by the Issuer of any federal, state or common law rule or
regulation applicable to the Issuer in connection with any such registration,
qualification, or compliance, and will reimburse, as incurred, each such Holder,
each such Piggyback Holder, each such underwriter, and each such director,
officer, partner, agent and controlling person, for any legal and any other
expenses reasonably incurred in connection with investigating or defending any
such claim, loss, damage, liability, or action; provided that the Issuer will
not be liable in any such case to the extent that any such claim, loss, damage,
liability or expense, arises out of or is based on any untrue statement or
omission based upon written information furnished to the Issuer by an instrument
duly executed by such Holder or such Piggyback Holder or underwriter and stated
to be specifically for use therein.

Paragraph 1.6(b) of the Registration Agreement provides that each Holder
and each Piggyback Holder will, if Registrable Securities or Piggyback
Registrable Securities held by or issuable to such Holder or such Piggyback
Holder are included in such registration, qualification, or compliance,
severally and not jointly, indemnify the Issuer, each of its directors, and each
officer who signs a Registration Statement in connection therewith, and each
person controlling the Issuer, each underwriter, if any, and, each person who
controls any underwriter, of the Issuer's securities covered by such a
Registration Statement, and each other Holder, each other Piggyback Holder, each
of such other Holder's or Piggyback Holder's officers, partners, directors and
agents and each person controlling such other Holder, or such other Piggyback
Holder against all claims, losses, damages, and liabilities (or actions in
respect thereof) arising out of or based on any untrue statement (or alleged
untrue statement) of a material fact contained in any such Registration
Statement, prospectus, offering circular, or other document, or any omission (or
alleged omission) to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, and will reimburse,
as incurred, the Issuer, each such underwriter, each such other Holder, each
such other Piggyback Holder, and each such director, officer, partner, and
controlling person, for any legal or any other expenses reasonably incurred in
connection with investigating or defending any such claim, loss, damage,
liability, or action, in each case to the extent, but only to the extent, that
such untrue statement (or alleged untrue statement) or omission (or alleged
omission) was made in such Registration Statement, prospectus, offering
circular, or other document, in reliance upon and in conformity with written
information furnished to the Issuer by an instrument duly executed by such
Holder or such Piggyback Holder and stated to be specifically for use therein;
provided, however, that the liability of each Holder or each Piggyback Holder
hereunder shall be limited to the net proceeds received by such Holder or such
Piggyback Holder from the sale of securities under such Registration Statement.
In no event will any Holder or any Piggyback Holder be required to enter into
any agreement or undertaking in connection with any registration under Section
1 providing for any indemnification or contribution obligations on the part of
such Holder or such Piggyback Holder greater than such Holder's or such
Piggyback Holder's obligations under paragraph 1.6.

12

Paragraph 1.6(c) of the Registration Agreement provides that each party
entitled to indemnification under paragraph 1.6 (the "Indemnified Party") shall
give notice to the party required to provide such indemnification (the
"Indemnifying Party") of any claim as to which indemnification may be sought
promptly after such Indemnified Party has actual knowledge thereof, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom; provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or litigation, shall be
subject to approval by the Indemnified Party (whose approval shall not be
unreasonably withheld) and the Indemnified Party may participate in such defense
with its separate counsel at the Indemnifying Party's expense if representation
of such Indemnified Party would be inappropriate due to actual or potential
differing interests between such indemnified party and any other party
represented by such counsel in such proceeding; and provided further that the
failure of any Indemnified Party to give notice as provided herein shall not
relieve the Indemnifying Party of its obligations under Section 1, except to
the extent that such failure to give notice shall materially adversely affect
the Indemnifying Party in the defense of any such claim or any such litigation.
No Indemnifying Party, in the defense of any such claim or litigation, shall,
except with the consent of each Indemnified Party, consent to entry of any
judgment or enter into any settlement that does not include as an unconditional
term thereof the giving by the claimant or plaintiff therein, to such
Indemnified Party, of a release from all liability in respect to such claim or
litigation.

Paragraph 1.7 of the Registration Agreement provides that if the
Holder or any Piggyback Holder of Registrable Securities or Piggyback
Registrable Securities include Registrable Securities or Piggyback Registrable
Securities in any registration, such Holder or Piggyback Holder, shall furnish
to the Issuer such information regarding such Holder or Piggyback Holder
respectively, and the distribution proposed by such Holder or such Piggyback
Holder, respectively, as the Issuer may reasonably request in writing and as
shall be required in connection with any registration, qualification, or
compliance referred to in Section 1.

Paragraph 1.8 of the Registration Agreement provides that the rights
of the Holders and the Piggyback Holders contained in paragraphs 1.2, 1.3 and
1.9 of the Registration Agreement, to cause the Issuer to register the
Registrable Securities or Piggyback Registrable Securities, may be assigned
or otherwise conveyed to a transferee or assignee of Registrable Securities
or Piggyback Registrable Securities, who shall be considered a "Holder" or a
"Piggyback Holder", as applicable, for purposes of Section 1; provided that
such transferee or assignee, (a) receives such securities as a partner in
connection with partnership distributions of a Series A Purchaser (as defined
in the Registration Agreement) or a Piggyback Holder, or (b) acquires at
least 200,000 shares (as presently constituted), or 100% of the Registrable
Securities or Piggyback Registrable Securities held by the transferring
Holder or Piggyback Holder, whichever is less; and, provided further, that
the Issuer is given written notice by such Holder or Piggyback Holder at the
time of or within a reasonable time after said transfer stating the name and
address of said transferee or assignee and identifying the securities with
respect to which such registration rights are being assigned.

13

Paragraph 1.9 of the Registration Agreement provides that the Issuer
shall use its best efforts to qualify for registration on Form S-3 and to that
end the Issuer shall register (whether or not required by law to do so) its
Common Stock under the 1934 Act within twelve (12) months following the
effective date of the first registration of any securities of the Issuer on Form
S-1. After the Issuer has qualified for the use of Form S-3, the Holders of
Registrable Securities shall have the right to request up to four (4)
registrations on Form S-3 under paragraph 1.9. The Issuer shall give notice to
all Holders of Registrable Securities of the receipt of a request for
registration pursuant to paragraph 1.9 and shall provide a reasonable
opportunity for other Holders to participate in the registration. Subject to
the foregoing, the Issuer will use its best efforts to effect promptly the
registration of all shares of Registrable Securities on Form S-3, as the case
may be, to the extent requested by the Holder or Holders thereof for purposes of
disposition; provided, however, that the Issuer shall not be obligated to effect
any such registration (i) if the Holders, together with the holders of any other
securities of the Issuer entitled to inclusion in such registration, propose to
sell Registrable Securities and such other securities (if any) at an aggregate
price to the public of less than $1,000,000, or (ii) more than once during any
twelve (12) month period; or (iii) in the event that the conditions set forth in
subparagraph 1.2(a)(ii)(C) obtain (but subject to the limitations set forth
therein).

Paragraph 1.10 of the Registration Agreement provides that no Holder,
nor any Piggyback Holder shall have any right to obtain or seek an injunction
restraining or otherwise delaying any such registration as the result of any
controversy that might arise with respect to the interpretation or
implementation of Section 1.

Paragraph 1.11 of the Registration Agreement provides that from and
after the date of the Registration Agreement, the Issuer shall not, without
the prior written consent of the holders of more than a majority of the
Piggyback Registrable Securities, enter into any agreement with any holder or
prospective holder of any securities of the Issuer which would allow such
holder or prospective holder to (a) require the Issuer to effect a
registration or (b) include any securities in any registration filed under
paragraph 1.2 or 1.3 of the Registration Agreement, unless, under the terms of
such agreement, such holder or prospective holder may include such securities
in any such registration only to the extent that the inclusion of such
securities will not diminish the amount of Registrable Securities or
Piggyback Registrable Securities which are included in such registration and
includes the equivalent of Section 1.13 as a term.

Paragraph 1.12 of the Registration Agreement provides that with a view
to making available to the Holders and the Piggyback Holders the benefits of
certain rules and regulations of the Securities and Exchange Commission which
may permit the sale of the Registrable Securities and the Piggyback Registrable
Securities to the public without registration, the Issuer agrees to use its best
efforts to:

14

(a) Make and keep public information available, as those terms are
understood and defined in Securities and Exchange Commission Rule
144 or any similar or analogous rule promulgated under the 1933
Act, at all times commencing ninety (90) days after the effective
date of the first registration filed by the Issuer for an
offering of its securities to the general public;

(b) File with the Securities and Exchange Commission, in a timely
manner, all reports and other documents required of the Issuer
under the 1933 Act and 1934 Act;

(c) So long as any Holder or any Piggyback Holder owns any
Registrable Securities or Piggyback Registrable Securities,
furnish to such Holder or such Piggyback Holder forthwith upon
request: a written statement by the Issuer as to its compliance
with the reporting requirements of said Rule 144 of the 1933 Act,
and of the 1934 Act (at any time after it has become subject to
such reporting requirements); a copy of the most recent annual or
quarterly report of the Issuer; and such other reports and
documents as any Holder or any Piggyback Holder may reasonably
request in availing itself of any rule or regulation of the
Securities and Exchange Commission allowing it to sell any such
securities without registration.

Paragraph 1.13 of the Registration Agreement provides that each Holder
and each Piggyback Holder agrees that during the 120-day period following
the effective date of a registration statement of the Issuer filed under the
1933 Act, he or it shall not, to the extent requested by the Issuer and any
underwriter, sell or otherwise transfer or dispose of (other than to donees who
agree to be similarly bound) any Common Stock of the Issuer held by him or it at
any time during such period except Common Stock included in such registration;
provided, however, that:

(a) such agreement shall be applicable only to the first such
registration statement of the Issuer which covers Common Stock
(or other securities) to be sold on his or its behalf to the
public in an underwritten offering; and

(b) all officers and directors of the Issuer and all other persons
with registration rights (whether or not pursuant to this
Agreement) enter into similar agreements.

In order to enforce the foregoing covenant, the Issuer may impose
stop-transfer instructions with respect to the Registrable Securities and/or
Piggyback Registrable Securities of each Holder and each Piggyback Holder (and
the shares or securities of every other person subject to the foregoing
restriction) until the end of such period.

15

Paragraph 1.14 of the Registration Agreement provides that any provision
of Section 1 may be amended and the observance thereof may be waived (either
generally or in a particular instance and either retroactively or prospectively)
only with the written consent of the Issuer and the holders of not less than a
majority of the Piggyback Registrable Securities then outstanding. Any
amendment or waiver effected in accordance with this paragraph shall be binding
upon each Holder, each Piggyback Holder, each future holder of Registrable
Securities or Piggyback Registrable Securities, and the Issuer.

The Warrant Certificate provides that Abbott is the owner of
500,000 Warrants, each of which entitles the Abbott or registered assigns
(the "Holder") to purchase one fully paid and nonassessable share of Common
Stock of the Issuer (such number being subject to adjustment as provided in
Paragraph 5 of the Warrant Certificate) on the terms and conditions set forth
in the Warrant Certificate.

The purchase price of the shares of Common Stock covered by the
Warrants is $16.00 per share, subject to adjustment as provided in Paragraph 5
of the Warrant Certificate. The purchase price of the shares of Common Stock as
to which the Warrants are exercised must be paid in full at the time of exercise
and may be paid by cash, check or bank draft.

The term of the Warrants commenced on the May 14, 1996 and all
rights to purchase shares of Common Stock under the Warrant Certificate shall
cease at 11:59 P.M. on May 14, 2001, subject to earlier termination as
provided in the Warrant Certificate. The Warrants may be exercised at any
time from May 14, 1996 until their expiration. The Warrant Certificate also
provides that the Holder of the Warrants shall not have any of the rights of
a stockholder with respect to the shares covered by the Warrants as to any
shares of Common Stock that are not actually issued and delivered to it.

The Warrants are not transferable or assignable except to an
Affiliate of the Holder without the prior written consent of the Issuer,
which consent shall not be unreasonably withheld. The Holder may transfer or
assign the shares of Common Stock issuable upon exercise of the Warrants;
provided, however, that (i) a registration statement with respect thereto has
become effective under the 1933 Act; or (ii) in the opinion of counsel to the
Holder such registration is not necessary; or (iii) such transfer complies
with the provisions of Rule 144 under the 1933 Act. For purposes of the
Warrant Certificate, "Affiliate" means any wholly-owned subsidiary or parent
of, or any corporation, entity or other person which is, within the meaning
of the 1933 Act, controlling, controlled by or under common control with, the
Holder or the Issuer, as the case may be.

Section 5 of the Warrant Certificate describes the circumstances
under which there will be adjustments for stock splits, consolidations,
etcetera. It provides that the purchase price and number and class of shares
subject to the Warrant Certificate shall all be proportionately adjusted in
the event of any change or increase or decrease in the number of issued
shares of Common Stock in the Issuer, without receipt of consideration by the
Issuer, which result from a split-up or consolidation of shares, payment of a
share dividend, a recapitalization, combination of shares or other like
capital adjustment, so that, upon exercise of the Warrant Certificate, the
Holder shall receive the number and class of shares it would have received
had it been the holder of the number of shares of Common Stock in the Issuer,
for which the Warrant Certificate is being exercised, on the date of such
change or increase or decrease in the number of issued shares of Common Stock
in the Issuer. If the Issuer reorganizes, consolidates or merges with or
into any other corporation where the Issuer is not the surviving entity, then
each share of Common Stock shall be convertible into the consideration to
which the shares of Common Stock subject to the Warrant Certificate would
have been entitled to receive upon the effectiveness of such reorganization,
merger or consolidation. Adjustments under Section 5 shall be made by the
Board of Directors of the Issuer in its reasonable, good faith judgment,
whose determination with respect thereto shall be final and conclusive. No
fractional shares shall be issued under the Warrant Certificate or upon any
such adjustment.

16

Section 6 of the Warrant Certificate describes the method by which
the Warrant may be exercised. Paragraph 6(a) provides that, subject to the
terms and conditions of the Warrant Certificate, the Warrants may be
exercised by surrender of the Warrant Certificate together with delivery to
the Issuer at its principal office of a signed Subscription Agreement (the
"Subscription Agreement") specifying the number of shares to be purchased.
The Subscription Agreement shall be accompanied by payment in cash, check or
bank draft, payable to the Issuer, equal to, in the aggregate, the full
purchase price of the shares. The Issuer shall deliver a certificate or
certificates representing the shares subject to such exercise as soon as
practicable after the Subscription Agreement and consideration for the shares
has been received by the Issuer, and the Holder shall be deemed a record
holder of Common Stock upon such receipt by the Issuer.

Paragraph 6(b) provides that the Holder shall have the right, upon
its written request delivered or transmitted to the Issuer together with the
Warrant Certificate, to exchange the Warrant Certificate, in whole or in part
at any time or from time to time on or prior to May 14, 2001, for the number
of shares of Common Stock having an aggregate Fair Market Value (determined
as set forth in Paragraph 6(c) below) on the date of such exchange equal to
the difference between (1) the aggregate Fair Market Value on the date of the
exchange of a number of shares designated by the Holder and (2) the aggregate
exercise price the Holder would have paid to the Issuer to purchase the
designated number of shares upon exercise of the Warrant Certificate. Upon
any such exchange, the number of shares purchasable upon exercise of the
Warrant Certificate shall be reduced by the designated number of shares, and,
if a balance of purchasable shares remains after that exchange, the Issuer
shall execute and deliver to the Holder a new Warrant Certificate evidencing
the right of the Holder to purchase such balance of shares. No payment of any
cash or other consideration shall be required. The exchange shall be
effective upon the date of receipt by the Issuer of the original Warrant
Certificate surrendered for cancellation and a written request from the
Holder that the exchange pursuant to this Section be made, or at such later
date as may be specified in such request.

Paragraph 6(c) provides that the fair market value of the Common Stock
("Fair Market Value") shall be determined as follows:

(i) If the Common Stock is listed on a national securities exchange
or admitted to unlisted trading privileges on such an exchange,
or is listed on the Nasdaq National Market or Small Cap Market,
the current Fair Market Value shall be the volume-weighted
average price of the Common Stock on such exchange or Nasdaq for
the ten (10) business days prior to the date of exchange of the
Warrant; or

17

(ii) If the Common Stock is not so listed or admitted to unlisted
trading privileges or quoted on Nasdaq, the current Fair Market
Value shall be the volume-weighted average of the mean of the
last bid and asked prices reported for the ten (10) business days
prior to the date of the exchange of the Warrant (1) by Nasdaq,
or (2) if reports are unavailable under clause (i) above, by the
National Quotation Bureau Incorporated; or

(iii) If the Common Stock is not so listed or admitted to unlisted
trading privileges and bid and asked prices are not so
reported, the current Fair Market Value shall be determined
in good faith as promptly as reasonably practicable by the
Board of Directors.



ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Annex A - Information Concerning Executive Officers and
Directors of Abbott Laboratories.

Exhibit 1 - Agreement between Abbott Laboratories and Sonus
Pharmaceuticals, Inc. dated May 14, 1996.
(Confidential Treatment requested for portions of this
Agreement.)

Exhibit 2 - Amended Registration Rights Agreement.

Exhibit 3 - Warrant Certificate.


*******************************

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.


Abbott Laboratories

DATED: May 23, 1996 By: Duane L. Burnham
-----------------------------------------
Duane L. Burnham, Chairman of the Board
and Chief Executive Officer

18

Annex A

Information Concerning Executive Officers and
Directors of 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 60064-3500.
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 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.


POSITION/PRESENT PRINCIPAL
OCCUPATION OR EMPLOYMENT
NAME AND BUSINESS ADDRESS CITIZENSHIP

Corporate Officers
------------------

Duane L. Burnham (1) Chairman of the Board and U. S. A.
Chief Executive Officer

Thomas R. Hodgson (1) President and Chief Operating U. S. A.
Officer

Joy A. Amundson (1) Senior Vice President, U. S. A.
Chemical & Agricultural Products

Paul N. Clark (1) Senior Vice President, U. S. A.
Pharmaceutical Operations

Gary P. Coughlan (1) Senior Vice President, Finance U. S. A.
& Chief Financial Officer

Jose M. de Lasa (1) Senior Vice President, U. S. A.
Secretary and General Counsel

John G. Kringel (1) Senior Vice President, U. S. A.
Hospital Products

Thomas M. McNally (1) Senior Vice President, Ross Products U. S. A.

David V. Milligan, Senior Vice President, Chief U. S. A.
Ph.D. (1) Scientific Officer

Robert L. Parkinson, Senior Vice President, U. S. A.
Jr. (1) International Operations

Ellen M. Walvoord (1) Senior Vice President, Human U. S. A.
Resources

Miles D. White (1) Senior Vice President, U. S. A.
Diagnostic Operations

19

Annex A

POSITION/PRESENT PRINCIPAL
OCCUPATION OR EMPLOYMENT
NAME AND BUSINESS ADDRESS CITIZENSHIP

Catherine V. Vice President, Investor Relations U. S. A.
Babington (1) and Public Affairs

Mark E. Barmak Vice President, Litigation and U. S. A.
Government Affairs

Christopher B. Begley Vice President, Hospital U. S. A.
Products Business Sector

Thomas D. Brown Vice President, Diagnostic U. S. A.
Commercial Operations

Gary R. Byers (1) Vice President, Internal Audit U. S. A.

Kenneth W. Farmer (1) Vice President, Management U. S. A.
Information Services & Administration

Thomas C. Freyman (1) Vice President and Treasurer U. S. A.

David B. Goffredo Vice President, Pharmaceutical U. S. A.
Products Marketing & Sales

Rick A. Gonzalez (1) Vice President, HealthSystems U. S. A.

Jay B. Johnston Vice President, Diagnostic U. S. A.
Assays and Operations

James J. Koziarz, Ph.D. Vice President, Diagnostic U. S. A.
Products Research & Development

John F. Lussen (1) Vice President, Taxes U. S. A.

Richard H. Morehead (1) Vice President, Corporate U. S. A.
Planning and Development

Theodore A. Olson (1) Vice President and Controller U. S. A.

Andre G. Pernet Vice President, Pharmaceutical U. S. A.
Products Research & Development

Carl A. Spalding Vice President, Ross Pediatric U. S. A.
Products

William H. Stadtlander Vice President, Ross Medical U. S. A.
Nutritional Products

20

Annex A

POSITION/PRESENT PRINCIPAL
OCCUPATION OR EMPLOYMENT
NAME AND BUSINESS ADDRESS CITIZENSHIP

Josef Wendler Vice President, European Operations Germany

Don G. Wright (1) Vice President, Corporate Quality U. S. A.
Assurance & Regulatory Affairs

Lance B. Wyatt (1) Vice President, Corporate U. S. A.
Engineering

Directors
---------

K. Frank Austen, M.D. Professor of Medicine, U. S. A.
Harvard Medical School
The Seeley G. Mudd Building,
Room 604
250 Longwood Avenue
Boston, Massachusetts 02115

Duane L. Burnham Officer of Abbott U. S. A.

H. Laurance Fuller Chairman, President, and Chief U. S. A.
Executive Officer
Amoco Corporation
200 East Randolph Drive
Mail Code 3000
Chicago, Illinois 60601
(integrated petroleum and
chemicals company)

Thomas R. Hodgson Officer of Abbott U. S. A.

Allen F. Jacobson Retired Chairman and Chief Executive U. S. A.
Officer, Minnesota Mining &
Manufacturing Company
3050 Minnesota World Trade Center
30 E. 7th Street
St. Paul, Minnesota 55101-4901
(manufacturer of industrial imaging
and health care products)

21


Annex A

Information Concerning Executive Officers and
Directors of Abbott Laboratories
_____________________________________

POSITION/PRESENT PRINCIPAL
OCCUPATION OR EMPLOYMENT
NAME AND BUSINESS ADDRESS CITIZENSHIP

David A. Jones Chairman and Chief Executive U. S. A.
Officer
Humana Inc.
500 W. Main St.
Humana Building
Louisville, Kentucky 40201
(health plan business)

The Rt. Hon. the
Lord Owen CH British Member of Parliament United Kingdom
20 Queen Anne's Gate
Westminster, London
SW1H 9AA, England

Boone Powell, Jr. President and Chief Executive U. S. A.
Officer
Baylor Health Care System and
Baylor University Medical Center,
Vice President, Baylor University
3500 Gaston Avenue
Dallas, Texas 75246

Addison Barry Rand Executive Vice President U. S. A.
Xerox Corporation
800 Long Ridge Road
Stamford, Connecticut
06904-1600
(document processing, insurance
and financial services company)

Dr. W. Ann Reynolds Chancellor U. S. A.
The City University of New York
535 E. 80th Street
New York, New York 10021

William D. Smithburg Chairman, President and Chief U. S. A.
Executive Officer
The Quaker Oats Company
321 N. Clark Street
Chicago, Illinois 60610
(worldwide food manufacturer
and marketer of beverages
and grain-based products)

22



Annex A

Information Concerning Executive Officers and
Directors of Abbott Laboratories
_____________________________________

POSITION/PRESENT PRINCIPAL
OCCUPATION OR EMPLOYMENT
NAME AND BUSINESS ADDRESS CITIZENSHIP

John R. Walter Chairman and Chief Executive U. S. A.
Officer
R. R. Donnelley & Sons Company
R. R. Donnelley Building
77 West Wacker Drive
Chicago, Illinois 60601
(printing company)

William L. Weiss Chairman Emeritus, Ameritech U. S. A.
Corporation
One First National Plaza
Suite 2530C
Chicago, Illinois 60603-2006
(telecommunications company)


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

23