<Page>

       As Filed With the Securities and Exchange Commission on January 18, 2002
                                                       Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON. D.C. 20549

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

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

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

                            GENESIS BIOVENTURES, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           New York                                    98-0163232
-------------------------------            ------------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

  3033 King George Highway, Suite 1A, Surrey, British Columbia, Canada V4P 1B8
  ----------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

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

                      STOCK OPTION GRANTS OUTSIDE OF A PLAN
                      -------------------------------------
                            (Full title of the plan)

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

                                E. Greg McCartney
                      President and Chief Executive Officer
                            Genesis Bioventures, Inc.

 3033 King George Highway, Suite 1A, Surrey, British Columbia, Canada V4P 1B8
 ----------------------------------------------------------------------------
                      (Name and address of agent for service)

                                 (604) 542-0820
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                   Copies to:
                              Peter D. Taylor, Esq.
           Stradling Yocca Carlson & Rauth, a Professional Corporation
      660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
                                 (949) 725-4000

-------------------------------------------------------------------------------
<PAGE>

                         CALCULATION OF REGISTRATION FEE

<Table>
<Caption>
-----------------------------------------------------------------------------------------------------
                                           Proposed Maximum       Proposed Maximum       Amount of
Title of Securities     Amount to be       Offering Price Per     Aggregate Offering     Registration
to be Registered        Registered (1)     Share (2)              Price                  Fee
-----------------------------------------------------------------------------------------------------
<S>                     <C>                <C>                    <C>                    <C>
  Common Stock,
 $0.0001 par value      200,000 shares            $1.67                $334,000             $30.73
-----------------------------------------------------------------------------------------------------
</Table>

     (1)  The following stock option grants, listed below by number and
          exercise price, were issued outside of stock option plans.

<Table>
<Caption>
          ----------------------------------------------------------------------------
                                         Number of Shares     Exercise Price Per Share
          ----------------------------------------------------------------------------
          <S>                            <C>                  <C>
          Stock Option Grants Issued
          Outside of a Plan                  100,000                  $1.67
          ----------------------------------------------------------------------------
          Stock Option Grants Issued
          Outside of a Plan                  100,000                  $1.67
          ----------------------------------------------------------------------------
</Table>

     (2)  In accordance with Rule 457(h), the aggregate offering price of
          shares of Common Stock registered hereby is estimated, solely for
          purposes of calculating the registration fee, on the basis of a
          weighted per share exercise price of $1.67 with respect to
          outstanding options to purchase 200,000 shares.


                                      2
<PAGE>

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by Genesis Bioventures, Inc. (the
"Registrant") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated by reference in this registration statement:

     (a)   the Registrant's Annual Report on Form 10-K, for the fiscal year
ended December 31, 2000;

     (b)   the Registrant's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 2001, June 30, 2001 and September 30, 2001;

     (c)   the Registrant's Current Reports on Form 8-K, filed on January 24,
2001, as amended January 26, 2001, and December 17, 2001;

     (d)   the Registrant's Amended Current Reports on Form 8-K/A, filed on
June 14, 2001 and September 19, 2001;

     (e)   the Registrant's Definitive Proxy Statement on Schedule 14A, filed
on October 5, 2001, and

     (f)   the description of the Registrant's common stock, par value
$0.0001 per share (the "Common Stock"), contained in the Registrant's
Registration Statement filed under Section 12 of the Exchange Act, including
any amendment or report filed for the purpose of updating such description.

     All documents subsequently filed by the Registrant 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 de-registers all of such securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents,
except as to any portion of any future annual or quarterly report to
stockholders or document that is not deemed filed under such provisions. For
the purposes of this Registration Statement, any statement in a document
incorporated by reference shall be deemed to be modified or superseded to the
extent that a statement contained in this Registration Statement modifies or
supersedes a statement in such document. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not applicable.


                                      3
<PAGE>

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Registrant's Restated Certificate of Incorporation limits, to the
maximum extent permitted by New York Law, the personal liability of directors
for monetary damages for breach of their fiduciary duties as a director. The
Registrant's Bylaws provide that the Registrant shall indemnify its officers
and directors to the fullest extent permitted by New York Law, and may agree
to indemnify officers, directors, employees or agents to the fullest extent
permitted by New York Law.

     Section 722 of the New York Business Corporation Law provides that a
corporation may indemnify any person made a party to an action (other than an
action by or in the right of the corporation) by reason of the fact that he
or she was a director or officer of the corporation or was serving at the
request of the corporation against judgments, fines, amounts paid in
settlement and reasonable expenses (including attorneys' fees), actually and
necessarily incurred by him or her as a result of such action if he or she
acted in good faith, for a purpose which he or she reasonably believed to be
in, or not opposed to, the best interests of the corporation and, with
respect to any criminal action, has no reasonable cause to believe his or her
conduct was unlawful.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.   EXHIBITS.

     The following exhibits are filed as part of this Registration Statement:

<Table>
<Caption>
Number    Description
-----     -----------
<S>       <C>
5.1       Opinion of Stradling Yocca Carlson & Rauth, a Professional
          Corporation

23.1      Consent of KPMG LLP, independent accountants, with respect to the
          consolidated financial statements of the Registrant

23.2      Consent of Lemieux Deck Millard Bond, independent accountants, with
          respect to the consolidated financial statements of the Registrant

23.3      Consent of Stradling Yocca Carlson & Rauth, a Professional
          Corporation (included in the Opinion filed as Exhibit 5.1)

24.1      Power of Attorney (included on the signature page)
</Table>


                                      4
<PAGE>

ITEM 9.   UNDERTAKINGS.

(a)  The undersigned Registrant hereby undertakes:

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

            (i)  include any prospectus required by Section 10(a)(3) of the
                 Securities Act of 1933, as amended (the "Securities Act");

           (ii)  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;

          (iii)  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)(1)(i) and (a)(1)(ii) of this
          section do not apply if the information required to be included in a
          post-effective amendment by these paragraphs is contained in
          periodic reports filed with or furnished to the Commission by the
          Registrant pursuant to Section 13 or Section 15(d) of the Exchange
          Act that are incorporated by reference in the Registration Statement.

     (2)  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 therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

     (3)  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.

(b)  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 that is incorporated by reference in the Registration
     Statement shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such securities at
     that time shall be deemed to be the initial bona fide offering thereof.

(c)  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 Commission such
     indemnification is against public policy as expressed in the 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


                                      5
<Page>

     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 Act and
     will be governed by the final adjudication of such issue.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 Surrey, British Columbia, Canada, on the 18th day of January,
2002.

                                     Genesis Bioventures, Inc.

                                     By: /s/ E. Greg McCartney
                                         -------------------------------------
                                         E. Greg McCartney
                                         President and Chief Executive Officer

                                POWER OF ATTORNEY

     We, the undersigned directors and officers of Genesis Bioventures, Inc.
do hereby constitute and appoint E. Greg McCartney and T.J. Louis McKinney,
and each of them, our true and lawful attorneys and agents, to do any and all
acts and things in our name and behalf in our capacities as directors and
officers and to execute any and all instruments for us and in our names in
the capacities indicated below, which said attorneys and agents, or either of
them, may deem necessary or advisable to enable said corporation to comply
with the Securities Act, and any rules, regulations, and requirements of the
Commission, in connection with this Registration Statement, including
specifically, but without limitation, power and authority to sign for us or
any of us in our names and in the capacities indicated below, any and all
amendments (including post-effective amendments) to this Registration
Statement, or any related registration statement that is to be effective upon
filing pursuant to Rule 462(b) under the Securities Act; and we do hereby
ratify and confirm all that the said attorneys and agents, or either of them,
shall do or cause to be done by virtue hereof.

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

<Table>
<Caption>
Signature                         Title                                  Date
---------                         -----                                  -----
<S>                               <C>                                    <C>
/s/ E. Greg McCartney             President and Chief Executive          January 18, 2002
-----------------------------     Officer (Principal Executive
E. Greg McCartney                 Officer)
</Table>


                                      6
<Page>

<Table>
<S>                               <C>                                    <C>
/s/ T.J. Louis McKinney           Chief Financial Officer (Principal     January 18, 2002
-----------------------------     Financial and Accounting
T.J. Louis McKinney               Officer) and Director

/s/ Lawrence J. Pasemko           Director                               January 18, 2002
-----------------------------
Lawrence J. Pasemko

/s/ Ian B. Woods, M.D., PH.D.     Director                               January 18, 2002
-----------------------------
Ian B. Woods, M.D., Ph.D

/s/ Carol Patterson Neves         Director                               January 18, 2002
-----------------------------
Carol Patterson Neves

/s/ Robert F. Lutz                Director                               January 18, 2002
-----------------------------
Robert F. Lutz
</Table>


                                      7
<PAGE>

                                  EXHIBIT INDEX

     The following exhibits are filed as part of this Registration Statement:

<Table>
<Caption>
Number    Description
------    -----------
<S>       <C>
5.1       Opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation

23.1      Consent of KPMG LLP, independent accountants, with respect to the
          consolidated financial statements of the Registrant

23.2      Consent of Lemieux Deck Millard Bond, independent accountants, with
          respect to the consolidated financial statements of the Registrant

23.3      Consent of Stradling Yocca Carlson & Rauth, a Professional
          Corporation (included in the Opinion filed as Exhibit 5.1)

24.1      Power of Attorney (included on the signature page)
</Table>


                                      8
[{"type": "S-8", "sequence": "1", "filename": "a2067506zs-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 17706}]
{"company-data": {"conformed-name": "BIOLABS INC", "cik": "0001084966", "assigned-sic": "8071", "irs-number": "980163232", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81130", "film-number": "02513484"}, "business-address": {"street1": "SUITE 500 PARK PLACE 666 BURRARD ST", "street2": "VANCOUVER", "city": "BRITISH COLUMBIA CAN", "state": "A1", "phone": "6046690555"}, "mail-address": {"street1": "SUITE 500 PARK PLACE 666 BURRARD ST", "street2": "VANCOUVER", "city": "BRITISH COLUMBIA CAN"}}
As Filed With the Securities and Exchange Commission on January 18, 2002
                                                       Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON. D.C. 20549

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

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

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

                            GENESIS BIOVENTURES, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           New York                                    98-0163232
-------------------------------            ------------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

  3033 King George Highway, Suite 1A, Surrey, British Columbia, Canada V4P 1B8
  ----------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

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

                      STOCK OPTION GRANTS OUTSIDE OF A PLAN
                      -------------------------------------
                            (Full title of the plan)

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

                                E. Greg McCartney
                      President and Chief Executive Officer
                            Genesis Bioventures, Inc.

 3033 King George Highway, Suite 1A, Surrey, British Columbia, Canada V4P 1B8
 ----------------------------------------------------------------------------
                      (Name and address of agent for service)

                                 (604) 542-0820
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                   Copies to:
                              Peter D. Taylor, Esq.
           Stradling Yocca Carlson & Rauth, a Professional Corporation
      660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
                                 (949) 725-4000

-------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------
                                           Proposed Maximum       Proposed Maximum       Amount of
Title of Securities     Amount to be       Offering Price Per     Aggregate Offering     Registration
to be Registered        Registered (1)     Share (2)              Price                  Fee
-----------------------------------------------------------------------------------------------------
Common Stock,
 $0.0001 par value      200,000 shares            $1.67                $334,000             $30.73
-----------------------------------------------------------------------------------------------------
(1)  The following stock option grants, listed below by number and
          exercise price, were issued outside of stock option plans.
----------------------------------------------------------------------------
                                         Number of Shares     Exercise Price Per Share
          ----------------------------------------------------------------------------
Stock Option Grants Issued
          Outside of a Plan                  100,000                  $1.67
          ----------------------------------------------------------------------------
          Stock Option Grants Issued
          Outside of a Plan                  100,000                  $1.67
          ----------------------------------------------------------------------------
(2)  In accordance with Rule 457(h), the aggregate offering price of
          shares of Common Stock registered hereby is estimated, solely for
          purposes of calculating the registration fee, on the basis of a
          weighted per share exercise price of $1.67 with respect to
          outstanding options to purchase 200,000 shares.

                                      2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by Genesis Bioventures, Inc. (the
"Registrant") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated by reference in this registration statement:

     (a)   the Registrant's Annual Report on Form 10-K, for the fiscal year
ended December 31, 2000;

     (b)   the Registrant's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 2001, June 30, 2001 and September 30, 2001;

     (c)   the Registrant's Current Reports on Form 8-K, filed on January 24,
2001, as amended January 26, 2001, and December 17, 2001;

     (d)   the Registrant's Amended Current Reports on Form 8-K/A, filed on
June 14, 2001 and September 19, 2001;

     (e)   the Registrant's Definitive Proxy Statement on Schedule 14A, filed
on October 5, 2001, and

     (f)   the description of the Registrant's common stock, par value
$0.0001 per share (the "Common Stock"), contained in the Registrant's
Registration Statement filed under Section 12 of the Exchange Act, including
any amendment or report filed for the purpose of updating such description.

     All documents subsequently filed by the Registrant 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 de-registers all of such securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents,
except as to any portion of any future annual or quarterly report to
stockholders or document that is not deemed filed under such provisions. For
the purposes of this Registration Statement, any statement in a document
incorporated by reference shall be deemed to be modified or superseded to the
extent that a statement contained in this Registration Statement modifies or
supersedes a statement in such document. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not applicable.

                                      3
ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Registrant's Restated Certificate of Incorporation limits, to the
maximum extent permitted by New York Law, the personal liability of directors
for monetary damages for breach of their fiduciary duties as a director. The
Registrant's Bylaws provide that the Registrant shall indemnify its officers
and directors to the fullest extent permitted by New York Law, and may agree
to indemnify officers, directors, employees or agents to the fullest extent
permitted by New York Law.

     Section 722 of the New York Business Corporation Law provides that a
corporation may indemnify any person made a party to an action (other than an
action by or in the right of the corporation) by reason of the fact that he
or she was a director or officer of the corporation or was serving at the
request of the corporation against judgments, fines, amounts paid in
settlement and reasonable expenses (including attorneys' fees), actually and
necessarily incurred by him or her as a result of such action if he or she
acted in good faith, for a purpose which he or she reasonably believed to be
in, or not opposed to, the best interests of the corporation and, with
respect to any criminal action, has no reasonable cause to believe his or her
conduct was unlawful.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.   EXHIBITS.

     The following exhibits are filed as part of this Registration Statement:
Number    Description
-----     -----------
5.1       Opinion of Stradling Yocca Carlson & Rauth, a Professional
          Corporation

23.1      Consent of KPMG LLP, independent accountants, with respect to the
          consolidated financial statements of the Registrant

23.2      Consent of Lemieux Deck Millard Bond, independent accountants, with
          respect to the consolidated financial statements of the Registrant

23.3      Consent of Stradling Yocca Carlson & Rauth, a Professional
          Corporation (included in the Opinion filed as Exhibit 5.1)

24.1      Power of Attorney (included on the signature page)
4
ITEM 9.   UNDERTAKINGS.

(a)  The undersigned Registrant hereby undertakes:

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

            (i)  include any prospectus required by Section 10(a)(3) of the
                 Securities Act of 1933, as amended (the "Securities Act");

           (ii)  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;

          (iii)  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)(1)(i) and (a)(1)(ii) of this
          section do not apply if the information required to be included in a
          post-effective amendment by these paragraphs is contained in
          periodic reports filed with or furnished to the Commission by the
          Registrant pursuant to Section 13 or Section 15(d) of the Exchange
          Act that are incorporated by reference in the Registration Statement.

     (2)  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 therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

     (3)  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.

(b)  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 that is incorporated by reference in the Registration
     Statement shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such securities at
     that time shall be deemed to be the initial bona fide offering thereof.

(c)  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 Commission such
     indemnification is against public policy as expressed in the 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

                                      5
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 Act and
     will be governed by the final adjudication of such issue.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 Surrey, British Columbia, Canada, on the 18th day of January,
2002.

                                     Genesis Bioventures, Inc.

                                     By: /s/ E. Greg McCartney
                                         -------------------------------------
                                         E. Greg McCartney
                                         President and Chief Executive Officer

                                POWER OF ATTORNEY

     We, the undersigned directors and officers of Genesis Bioventures, Inc.
do hereby constitute and appoint E. Greg McCartney and T.J. Louis McKinney,
and each of them, our true and lawful attorneys and agents, to do any and all
acts and things in our name and behalf in our capacities as directors and
officers and to execute any and all instruments for us and in our names in
the capacities indicated below, which said attorneys and agents, or either of
them, may deem necessary or advisable to enable said corporation to comply
with the Securities Act, and any rules, regulations, and requirements of the
Commission, in connection with this Registration Statement, including
specifically, but without limitation, power and authority to sign for us or
any of us in our names and in the capacities indicated below, any and all
amendments (including post-effective amendments) to this Registration
Statement, or any related registration statement that is to be effective upon
filing pursuant to Rule 462(b) under the Securities Act; and we do hereby
ratify and confirm all that the said attorneys and agents, or either of them,
shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on
the date indicated.
Signature                         Title                                  Date
---------                         -----                                  -----
/s/ E. Greg McCartney             President and Chief Executive          January 18, 2002
-----------------------------     Officer (Principal Executive
E. Greg McCartney                 Officer)
6
/s/ T.J. Louis McKinney           Chief Financial Officer (Principal     January 18, 2002
-----------------------------     Financial and Accounting
T.J. Louis McKinney               Officer) and Director

/s/ Lawrence J. Pasemko           Director                               January 18, 2002
-----------------------------
Lawrence J. Pasemko

/s/ Ian B. Woods, M.D., PH.D.     Director                               January 18, 2002
-----------------------------
Ian B. Woods, M.D., Ph.D

/s/ Carol Patterson Neves         Director                               January 18, 2002
-----------------------------
Carol Patterson Neves

/s/ Robert F. Lutz                Director                               January 18, 2002
-----------------------------
Robert F. Lutz
7
EXHIBIT INDEX

     The following exhibits are filed as part of this Registration Statement:
Number    Description
------    -----------
5.1       Opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation

23.1      Consent of KPMG LLP, independent accountants, with respect to the
          consolidated financial statements of the Registrant

23.2      Consent of Lemieux Deck Millard Bond, independent accountants, with
          respect to the consolidated financial statements of the Registrant

23.3      Consent of Stradling Yocca Carlson & Rauth, a Professional
          Corporation (included in the Opinion filed as Exhibit 5.1)

24.1      Power of Attorney (included on the signature page)
8