<PAGE>   1
     As filed with the Securities and Exchange Commission on April 7, 1998
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               ------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               ------------------

                             COR THERAPEUTICS, INC.
             (Exact name of registrant as specified in its charter)

                               ------------------

       DELAWARE                                           94-3060271
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                              256 EAST GRAND AVENUE
                      SOUTH SAN FRANCISCO, CALIFORNIA 94080
                                 (415) 244-6800
                    (Address of principal executive offices)

                     1998 NON-OFFICER EQUITY INCENTIVE PLAN
                            (Full title of the plans)

                                VAUGHN M. KAILIAN
                                    PRESIDENT
                             COR THERAPEUTICS, INC.
                              256 EAST GRAND AVENUE
                      SOUTH SAN FRANCISCO, CALIFORNIA 94080
                                 (415) 244-6800

(Name, address, including zip code, and telephone number, including area code,
of agent for service)

                               ------------------

                                   Copies to:

                              ROBERT L. JONES, ESQ.
                             JULIE M. ROBINSON, ESQ.
                               COOLEY GODWARD LLP
                              FIVE PALO ALTO SQUARE
                               3000 EL CAMINO REAL
                            PALO ALTO, CA 94306-2155
                                 (650) 843-5000

                               ------------------

<TABLE>
<CAPTION>
                                      CALCULATION OF REGISTRATION FEE
============================================================================================================
                                             Proposed Maximum        Proposed Maximum               
 Title of Securities       Amount to be      Offering Price Per      Aggregate Offering         Amount of
   to be Registered         Registered            Share (1)             Price (1)           Registration Fee
                                                  ---------             ---------           ----------------
<S>                         <C>               <C>                       <C>                    <C>        
                            
Stock Options and
Common Stock (par
value $.0001)               300,000 shares     $12.25-$12.8125           $3,729,750             $1,103.00
============================================================================================================
</TABLE>


(1)     Estimated solely for the purpose of calculating the amount of the
        registration fee pursuant to Rule 457(h). The price per share and
        aggregate offering price are based upon (a) the weighted average
        exercise price for options granted pursuant to the Registrant's 1998
        Non-Officer Equity Incentive Plan and (b) the average of the high and
        low prices of Registrant's Common Stock on March 31, 1998 as reported
        on the Nasdaq National Market.




<PAGE>   2

The chart below details the calculations of the registration fee:

<TABLE>
<CAPTION>
                                                                                   Aggregate
             Securities                 Number of Shares    Offering Price Per     Offering
                                                                   Share            Price
---------------------------                   -------       --------------        ----------
<S>                                           <C>           <C>                   <C>       
Shares issuable pursuant to                   108,000       $12.8125(1)(a)        $1,383,750
outstanding options under the 1998
Non-Officer Equity Incentive Plan

Shares issuable pursuant to the 1998          192,000       $12.25(1)(b)          $2,352,000
Non-Officer Equity Incentive Plan

Proposed Maximum Offering Price                                                   $3,735,750

Registration Fee                                                                  $1,103.00

</TABLE>

                                       1.

<PAGE>   3

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

        The following documents filed by COR THERAPEUTICS, INC. (the "Company")
with the Securities and Exchange Commission are incorporated by reference into
this Registration Statement:

(a) The Company's latest annual report on Form 10-K filed for fiscal year end
December 31, 1997 pursuant to Sections 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act").

(b) All other reports filed pursuant to Sections 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year covered by the annual reports, the
prospectus or the registration statement referred to in (a) above. 

(c) The description of the Company's Common Stock which is contained in
Registration Statement on Form 8-A filed May 14, 1991 under the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.

        All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part of this
registration statement from the date of the filing of such reports and
documents.


                     INTERESTS OF NAMED EXPERTS AND COUNSEL

         The legality of the Common Stock offered hereby will be passed upon for
the Company by Cooley Godward LLP, Palo Alto, California ("Cooley Godward"). As
of the date of this prospectus, certain members of Cooley Godward own an
aggregate of approximately 5,578 shares of the Registrant's Common Stock.


                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

        Under Section 145 of the Delaware General Corporation Law the Company
has broad powers to indemnify its directors and officers against liabilities
they may incur in such capacities, including liabilities under the Securities
Act. The Company's By-laws require the Company to indemnify its directors and
executive officers, and permit the Company to indemnify its other officers,
employees and other agents, to the extent permitted by Delaware law. Under the
Company's By-laws, indemnified parties are entitled to indemnification for
negligence, gross negligence and otherwise to the fullest extent permitted by
law. The By-laws also require the Company to advance litigation expenses in the
case of stockholder derivative actions or other actions, against an undertaking
by the indemnified party to repay such advances if it is ultimately determined
that the indemnified party is not entitled to indemnification.

        The Company has entered into indemnity agreements with each of its
directors and executive officers. Such indemnity agreements contain provisions
which are in some respects broader than the specific indemnification provisions
contained in Delaware law.



                                       2.
<PAGE>   4

                                    EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER

<S>            <C>                                          
5.1            Opinion of Cooley Godward LLP.

23.1           Consent of Ernst & Young LLP, Independent Auditors.

23.2           Consent of Cooley Godward LLP.  Reference is made to Exhibit 5.1.

24.1           Power of Attorney is contained on the signature pages.

99.1           1998 Non-Officer Equity Incentive Plan.

99.2           Form of Nonstatutory Stock Option under the 1998 Non-Officer Equity Incentive Plan.

</TABLE>

                                  UNDERTAKINGS

1. The undersigned registrant hereby undertakes:

        (a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                (i) To include any prospectus required by section 10(a)(3) of
the Securities Act;

                        (ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) (Section 230.424(b)
of this chapter) if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective registration
statement.

                        (iii) To include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;

        Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the issuer pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference herein.

        (b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof. 

        (c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.


2.      The undersigned registrant hereby undertakes that, for purposes of
        determining any liability under the Securities Act, each filing of the
        registrant's annual report pursuant to Section 13(a) or Section 15(d) of
        the Exchange Act (and, where applicable, each filing of an employee
        benefit plan's annual report pursuant to section 15(d) of the Exchange
        Act) that is incorporated by reference in the Registration Statement
        shall be deemed to be a new



                                       3.
<PAGE>   5

        registration statement relating to the securities offered herein, and
        the offering of such securities at that time shall be deemed to be the
        initial bona fide offering thereof.

3.      Insofar as indemnification for liabilities arising under the Securities
        Act may be permitted to directors, officers and controlling persons of
        the registrant pursuant to the foregoing provisions, or otherwise, the
        registrant has been advised that in the opinion of the Securities and
        Exchange Commission such indemnification is against public policy as
        expressed in the Securities Act and is, therefore, unenforceable. In the
        event that a claim for indemnification against such liabilities (other
        than the payment by the registrant of expenses incurred or paid by a
        director, officer or controlling person of the registrant in the
        successful defense of any action, suit or proceeding) is asserted by
        such director, officer or controlling person in connection with the
        securities being registered, the registrant will, unless in the opinion
        of its counsel the matter has been settled by controlling precedent,
        submit to a court of appropriate jurisdiction the question whether such
        indemnification by it is against public policy as expressed in the
        Securities Act and will be governed by the final adjudication of such
        issue.


                                       4.
<PAGE>   6

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of South San Francisco, State of California, on
April 6, 1998.


                                        COR THERAPEUTICS, INC.




                                        By /s/ Peter S. Roddy
                                           -------------------------------------
                                               Peter S. Roddy
                                        Title: Director, Finance and Controller
                                               (Principal Accounting Officer)


                                POWER OF ATTORNEY


        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Vaughn M. Kailian and Laura A. Brege, and
each or any one of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.


<TABLE>
<CAPTION>
SIGNATURE                                   TITLE                               DATE

<S>                                         <C>                                 <C>
   /s/ Vaughn M. Kailian                    President, Chief Executive          April 6, 1998
------------------------------------        Officer and Director (Principal
    Vaughn M. Kailian                       Executive Officer)

  /s/ Laura A. Brege                        Vice President, Finance and         April 6, 1998
------------------------------------        Chief Financial Officer
    Laura A. Brege                          (Principal Financial Officer) 

  /s/ Peter S. Roddy                        Director, Finance and Controller    April 6, 1998
------------------------------------        (Principal Accounting Officer)  

</TABLE>


                                       5.
<PAGE>   7

<TABLE>
<CAPTION>
<S>                                         <C>                                 <C> 

  /s/ Shaun R. Coughlin                     Director                            March 31, 1998
------------------------------------
    Shaun R. Coughlin, M.D., Ph.D.


  /s/ James T. Doluisio                     Director                            March 30, 1998
------------------------------------
    James. T. Doluisio, Ph.D.


 /s/ Charles J. Homcy                       Director                            April 6, 1998
------------------------------------
    Charles J. Homcy


 /s/ Jerry T. Jackson                       Director                            April 6, 1998
------------------------------------
    Jerry T. Jackson

 
 /s/ Ernest Mario                           Director                            April 6, 1998
------------------------------------
    Ernest Mario, Ph.D.


/s/ Robert R. Momsen                        Director                            April 6, 1998
------------------------------------
    Robert R. Momsen


 /s/ Lloyd Hollingsworth Smith              Director                            March 30, 1998
-----------------------------------------
    Lloyd Hollingsworth Smith, Jr., M.D.

</TABLE>


                                       6.
<PAGE>   8

                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
  EXHIBIT                  DESCRIPTION                             SEQUENTIAL PAGE NUMBER
  NUMBER
<S>       <C>
    5.1   Opinion of Cooley Godward LLP.
   23.1   Consent of Ernst & Young LLP, Independent Auditors.
   23.2   Consent of Cooley Godward LLP.  Reference is made to Exhibit 5.1.
   24.1   Power of Attorney is contained on the signature pages. 
   99.1   1998 Non-Officer Equity Incentive Plan. 
   99.2   Form of Nonstatutory Stock Option under the 1998 Non-Officer Equity 
          Incentive Plan.

</TABLE>


                                       7.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17942}]
{"company-data": {"conformed-name": "COR THERAPEUTICS INC / DE", "cik": "0000874865", "assigned-sic": "2834", "irs-number": "943060271", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-49567", "film-number": "98588987"}, "business-address": {"street1": "256 E GRAND AVE STE 80", "city": "SOUTH SAN FRANCISCO", "state": "CA", "zip": "94080", "phone": "4152446800"}}
1
     As filed with the Securities and Exchange Commission on April 7, 1998
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               ------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               ------------------

                             COR THERAPEUTICS, INC.
             (Exact name of registrant as specified in its charter)

                               ------------------

       DELAWARE                                           94-3060271
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                              256 EAST GRAND AVENUE
                      SOUTH SAN FRANCISCO, CALIFORNIA 94080
                                 (415) 244-6800
                    (Address of principal executive offices)

                     1998 NON-OFFICER EQUITY INCENTIVE PLAN
                            (Full title of the plans)

                                VAUGHN M. KAILIAN
                                    PRESIDENT
                             COR THERAPEUTICS, INC.
                              256 EAST GRAND AVENUE
                      SOUTH SAN FRANCISCO, CALIFORNIA 94080
                                 (415) 244-6800

(Name, address, including zip code, and telephone number, including area code,
of agent for service)

                               ------------------

                                   Copies to:

                              ROBERT L. JONES, ESQ.
                             JULIE M. ROBINSON, ESQ.
                               COOLEY GODWARD LLP
                              FIVE PALO ALTO SQUARE
                               3000 EL CAMINO REAL
                            PALO ALTO, CA 94306-2155
                                 (650) 843-5000

                               ------------------
CALCULATION OF REGISTRATION FEE
============================================================================================================
                                             Proposed Maximum        Proposed Maximum               
 Title of Securities       Amount to be      Offering Price Per      Aggregate Offering         Amount of
   to be Registered         Registered            Share (1)             Price (1)           Registration Fee
                                                  ---------             ---------           ----------------
Stock Options and
Common Stock (par
value $.0001)               300,000 shares     $12.25-$12.8125           $3,729,750             $1,103.00
============================================================================================================
(1)     Estimated solely for the purpose of calculating the amount of the
        registration fee pursuant to Rule 457(h). The price per share and
        aggregate offering price are based upon (a) the weighted average
        exercise price for options granted pursuant to the Registrant's 1998
        Non-Officer Equity Incentive Plan and (b) the average of the high and
        low prices of Registrant's Common Stock on March 31, 1998 as reported
        on the Nasdaq National Market.
2

The chart below details the calculations of the registration fee:
Aggregate
             Securities                 Number of Shares    Offering Price Per     Offering
                                                                   Share            Price
---------------------------                   -------       --------------        ----------
Shares issuable pursuant to                   108,000       $12.8125(1)(a)        $1,383,750
outstanding options under the 1998
Non-Officer Equity Incentive Plan

Shares issuable pursuant to the 1998          192,000       $12.25(1)(b)          $2,352,000
Non-Officer Equity Incentive Plan

Proposed Maximum Offering Price                                                   $3,735,750

Registration Fee                                                                  $1,103.00
1.
3

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

        The following documents filed by COR THERAPEUTICS, INC. (the "Company")
with the Securities and Exchange Commission are incorporated by reference into
this Registration Statement:

(a) The Company's latest annual report on Form 10-K filed for fiscal year end
December 31, 1997 pursuant to Sections 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act").

(b) All other reports filed pursuant to Sections 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year covered by the annual reports, the
prospectus or the registration statement referred to in (a) above. 

(c) The description of the Company's Common Stock which is contained in
Registration Statement on Form 8-A filed May 14, 1991 under the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.

        All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part of this
registration statement from the date of the filing of such reports and
documents.

                     INTERESTS OF NAMED EXPERTS AND COUNSEL

         The legality of the Common Stock offered hereby will be passed upon for
the Company by Cooley Godward LLP, Palo Alto, California ("Cooley Godward"). As
of the date of this prospectus, certain members of Cooley Godward own an
aggregate of approximately 5,578 shares of the Registrant's Common Stock.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

        Under Section 145 of the Delaware General Corporation Law the Company
has broad powers to indemnify its directors and officers against liabilities
they may incur in such capacities, including liabilities under the Securities
Act. The Company's By-laws require the Company to indemnify its directors and
executive officers, and permit the Company to indemnify its other officers,
employees and other agents, to the extent permitted by Delaware law. Under the
Company's By-laws, indemnified parties are entitled to indemnification for
negligence, gross negligence and otherwise to the fullest extent permitted by
law. The By-laws also require the Company to advance litigation expenses in the
case of stockholder derivative actions or other actions, against an undertaking
by the indemnified party to repay such advances if it is ultimately determined
that the indemnified party is not entitled to indemnification.

        The Company has entered into indemnity agreements with each of its
directors and executive officers. Such indemnity agreements contain provisions
which are in some respects broader than the specific indemnification provisions
contained in Delaware law.

                                       2.
4

                                    EXHIBITS
EXHIBIT
NUMBER
5.1            Opinion of Cooley Godward LLP.

23.1           Consent of Ernst & Young LLP, Independent Auditors.

23.2           Consent of Cooley Godward LLP.  Reference is made to Exhibit 5.1.

24.1           Power of Attorney is contained on the signature pages.

99.1           1998 Non-Officer Equity Incentive Plan.

99.2           Form of Nonstatutory Stock Option under the 1998 Non-Officer Equity Incentive Plan.
UNDERTAKINGS

1. The undersigned registrant hereby undertakes:

        (a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                (i) To include any prospectus required by section 10(a)(3) of
the Securities Act;

                        (ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) (Section 230.424(b)
of this chapter) if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective registration
statement.

                        (iii) To include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;

        Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the issuer pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference herein.

        (b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof. 

        (c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

2.      The undersigned registrant hereby undertakes that, for purposes of
        determining any liability under the Securities Act, each filing of the
        registrant's annual report pursuant to Section 13(a) or Section 15(d) of
        the Exchange Act (and, where applicable, each filing of an employee
        benefit plan's annual report pursuant to section 15(d) of the Exchange
        Act) that is incorporated by reference in the Registration Statement
        shall be deemed to be a new

                                       3.
5

        registration statement relating to the securities offered herein, and
        the offering of such securities at that time shall be deemed to be the
        initial bona fide offering thereof.

3.      Insofar as indemnification for liabilities arising under the Securities
        Act may be permitted to directors, officers and controlling persons of
        the registrant pursuant to the foregoing provisions, or otherwise, the
        registrant has been advised that in the opinion of the Securities and
        Exchange Commission such indemnification is against public policy as
        expressed in the Securities Act and is, therefore, unenforceable. In the
        event that a claim for indemnification against such liabilities (other
        than the payment by the registrant of expenses incurred or paid by a
        director, officer or controlling person of the registrant in the
        successful defense of any action, suit or proceeding) is asserted by
        such director, officer or controlling person in connection with the
        securities being registered, the registrant will, unless in the opinion
        of its counsel the matter has been settled by controlling precedent,
        submit to a court of appropriate jurisdiction the question whether such
        indemnification by it is against public policy as expressed in the
        Securities Act and will be governed by the final adjudication of such
        issue.

                                       4.
6

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of South San Francisco, State of California, on
April 6, 1998.

                                        COR THERAPEUTICS, INC.

                                        By /s/ Peter S. Roddy
                                           -------------------------------------
                                               Peter S. Roddy
                                        Title: Director, Finance and Controller
                                               (Principal Accounting Officer)

                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Vaughn M. Kailian and Laura A. Brege, and
each or any one of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                   TITLE                               DATE
/s/ Vaughn M. Kailian                    President, Chief Executive          April 6, 1998
------------------------------------        Officer and Director (Principal
    Vaughn M. Kailian                       Executive Officer)

  /s/ Laura A. Brege                        Vice President, Finance and         April 6, 1998
------------------------------------        Chief Financial Officer
    Laura A. Brege                          (Principal Financial Officer) 

  /s/ Peter S. Roddy                        Director, Finance and Controller    April 6, 1998
------------------------------------        (Principal Accounting Officer)
5.
7
/s/ Shaun R. Coughlin                     Director                            March 31, 1998
------------------------------------
    Shaun R. Coughlin, M.D., Ph.D.

  /s/ James T. Doluisio                     Director                            March 30, 1998
------------------------------------
    James. T. Doluisio, Ph.D.

 /s/ Charles J. Homcy                       Director                            April 6, 1998
------------------------------------
    Charles J. Homcy

 /s/ Jerry T. Jackson                       Director                            April 6, 1998
------------------------------------
    Jerry T. Jackson

 
 /s/ Ernest Mario                           Director                            April 6, 1998
------------------------------------
    Ernest Mario, Ph.D.

/s/ Robert R. Momsen                        Director                            April 6, 1998
------------------------------------
    Robert R. Momsen

 /s/ Lloyd Hollingsworth Smith              Director                            March 30, 1998
-----------------------------------------
    Lloyd Hollingsworth Smith, Jr., M.D.
6.
8

                                  EXHIBIT INDEX
EXHIBIT                  DESCRIPTION                             SEQUENTIAL PAGE NUMBER
  NUMBER
5.1   Opinion of Cooley Godward LLP.
   23.1   Consent of Ernst & Young LLP, Independent Auditors.
   23.2   Consent of Cooley Godward LLP.  Reference is made to Exhibit 5.1.
   24.1   Power of Attorney is contained on the signature pages. 
   99.1   1998 Non-Officer Equity Incentive Plan. 
   99.2   Form of Nonstatutory Stock Option under the 1998 Non-Officer Equity 
          Incentive Plan.
7.