UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1998 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from____________to____________ Commission file number 0-19612 IMCLONE SYSTEMS INCORPORATED (Exact name of registrant as specified in its charter) DELAWARE 04-2834797 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 180 VARICK STREET, NEW YORK, NY 10014 (Address of principal executive offices) (Zip Code) (212) 645-1405 Registrant's telephone number, including area code Not Applicable Former name, former address and former fiscal year, if changed since last report Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes _X_ No ___ Applicable only to corporate issuers: Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. Class Outstanding as of May 12, 1998 ----- ------------------------------ Common Stock, par value $.001 24,351,160 Shares IMCLONE SYSTEMS INCORPORATED INDEX Page No. -------- PART I - FINANCIAL INFORMATION Item 1. Financial Statements Balance Sheets - March 31, 1998 (unaudited) and December 31, 1997 1 Unaudited Statements of Operations - Three months ended March 31, 1998 and 1997 2 Unaudited Statements of Cash Flows - Three months ended March 31, 1998 and 1997 3 Notes to Financial Statements 4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 5 Item 3. Quantitative and Qualitative Disclosures About Market Risk 9 PART II - OTHER INFORMATION Item 5. Other Information 10 Item 6. Exhibits and Reports on Form 8-K 11 Part 1 - FINANCIAL INFORMATION Item 1 - Financial Statements IMCLONE SYSTEMS INCORPORATED Balance Sheets (in thousands, except share data) March 31, December 31, Assets 1998 1997 ----------- ------------ (unaudited) Current assets: Cash and cash equivalents ........................ $ 3,754 $ 2,558 Securities available for sale .................... 51,636 57,052 Prepaid expenses ................................. 506 596 Other current assets ............................. 679 589 --------- --------- Total current assets ............... 56,575 60,795 --------- --------- Property and equipment: Land ............................................. 340 340 Building and building improvements ............... 10,471 8,969 Leasehold improvements ........................... 4,832 4,832 Machinery and equipment .......................... 7,353 6,315 Furniture and fixtures ........................... 597 550 Construction in progress- ........................ -- 2,159 --------- --------- Total cost ......................... 23,593 23,165 Less accumulated depreciation and amortization ... (11,706) (11,294) --------- --------- Property and equipment, net ........ 11,887 11,871 --------- --------- Patent costs, net .................................. 942 944 Deferred financing costs, net ...................... 53 55 Other assets ....................................... 2,115 2,115 --------- --------- $ 71,572 $ 75,780 ========= ========= Liabilities and Stockholders' Equity Current liabilities: Accounts payable ................................. $ 1,261 $ 1,731 Accrued expenses and other ....................... 715 1,440 Interest payable ................................. 104 68 Deferred revenue ................................. 358 208 Current portion of long-term liabilities ......... 405 677 --------- --------- Total current liabilities .......... 2,843 4,124 --------- --------- Long-term debt ..................................... 2,200 2,200 Other long-term liabilities, less current portion .................................. 998 1,118 Preferred stock dividends payable .................. 704 112 --------- --------- Total liabilities .................. 6,745 7,554 --------- --------- Commitments and contingencies Stockholders' equity : Preferred stock, $1.00 par value; authorized 4,000,000 shares; issued and outstanding Series A Convertible: 400,000 at March 31, 1998 and December 31, 1997 (preference in liquidation $40,704 and $40,112, respectively) ..................... 400 400 Common stock, $.001 par value; authorized 45,000,000 shares; issued 24,378,502 and 24,265,072 at March 31, 1998 and December 31, 1997, respectively; outstanding 24,327,685 and 24,214,255 at March 31, 1998 and December 31, 1997, respectively ................................... 24 24 Additional paid-in capital ....................... 185,364 185,706 Accumulated deficit .............................. (120,457) (117,464) Treasury stock, at cost; 50,817 shares at March 31, 1998 and December 31, 1997 ........ (492) (492) Common stock subscription receivable ............. (133) -- Accumulated other comprehensive income: Unrealized gain on securities available for sale .......................... 121 52 --------- --------- Total stockholders' equity ......... 64,827 68,226 --------- --------- $ 71,572 $ 75,780 ========= ========= See accompanying notes to financial statements. Page 1 IMCLONE SYSTEMS INCORPORATED Statements of Operations and Comprehensive Income (in thousands, except per share data) (unaudited) Three Months Ended March 31, ---------------------- 1998 1997 ------ ------ Revenues: License fees from third parties .................. $ 1,000 $ -- Research and development funding from third parties and other ............................. 850 75 -------- -------- Total revenues ..................... 1,850 75 -------- -------- Operating expenses: Research and development ......................... 4,171 5,395 General and administrative ....................... 1,413 1,083 -------- -------- Total operating expenses ........... 5,584 6,478 -------- -------- Operating loss ..................................... (3,734) (6,403) -------- -------- Other: Interest and other income ........................ (831) (245) Interest expense ................................. 90 195 -------- -------- Net interest and other income ...... (741) (50) -------- -------- Net loss ........................................... (2,993) (6,353) Preferred dividends (including incremental yield of $266) ....................... 858 -- -------- -------- Net loss to common stockholders .................... (3,851) (6,353) -------- -------- Other comprehensive income (loss): Unrealized gain (loss) on securities available for sale: Unrealized holding gain (loss) arising during the period .................... 69 (72) Less: Reclassification adjustment for realized gain (loss) included in net income ....................... 1 (3) -------- -------- Total other comprehensive income (loss) .................... 68 (69) -------- -------- Comprehensive loss ................................. $ (3,783) $ (6,422) ======== ======== Basic and diluted net loss per common share ................................. $ (0.16) $ (0.30) ======== ======== Weighted average shares outstanding ................ 24,228 21,231 ======== ======== See accompanying notes to financial statements. Page 2 IMCLONE SYSTEMS INCORPORATED Statements of Cash Flows (in thousands) (unaudited) Three Months Ended March 31, ------------------ 1998 1997 ------ ------ Cash flows from operating activities: Net loss .......................................... $ (2,993) $ (6,353) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization .................. 440 433 Expense associated with issuance of options and warrants .................... 80 2,423 (Gain) loss on sale of investments ............. (1) 3 Changes in: Prepaid expenses ............................ 90 (65) Other current assets ........................ (90) 330 Due from officer ............................ -- (12) Interest payable ............................ 36 104 Accounts payable ............................ (470) (190) Accrued expenses and other .................. (725) (589) Deferred revenue ............................ 150 -- -------- -------- Net cash used in operating activities ............... (3,483) (3,916) -------- -------- Cash flows from investing activities: Acquisitions of property and equipment ......... (428) (336) Purchases of securities available for sale ..... (23,461) (30,103) Sales of securities available for sale ......... 28,947 10,069 Additions to patents ........................... (24) (23) -------- -------- Net cash provided by (used in) investing activities ............... 5,034 (20,393) -------- -------- Cash flows from financing activities: Net proceeds from issuance of common stock ..... -- 23,196 Proceeds from exercise of stock options and warrants ......................... 37 593 Purchase of treasury stock ..................... -- (173) Payments of other liabilities .................. (392) (461) -------- -------- Net cash (used in) provided by financing activities ............ (355) 23,155 -------- -------- Net increase (decrease) in cash and cash equivalents ............................... 1,196 (1,154) Cash and cash equivalents at beginning of period ................................ 2,558 2,734 -------- -------- Cash and cash equivalents at end of period ...................................... $ 3,754 $ 1,580 ======== ======== See accompanying notes to financial statements. Page 3 IMCLONE SYSTEMS INCORPORATED NOTES TO FINANCIAL STATEMENTS (unaudited) (1) Basis of Presentation The financial statements of ImClone Systems Incorporated ("ImClone" or the "Company") as of March 31, 1998 and for the three months ended March 31, 1998 and 1997 are unaudited. In the opinion of management, these unaudited financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation. These financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 1997, as filed with the Securities and Exchange Commission (the "Commission"). Results for the interim periods are not necessarily indicative of results for the full years. (2) Related Party Transactions In January 1998, the Company accepted a promissory note totaling approximately $131,000 from its President and CEO in connection with the exercise of a warrant to purchase 87,305 shares of the Company's common stock, $.001 par value (the "Common Stock"). The note is due no later than two years from issuance, bears annual interest at the rate of 8.5% and is full recourse. At March 31, 1998, the total amount due the Company, including interest, is approximately $133,000 and is classified in the stockholders' equity section of the balance sheet as common stock subscription receivable. (3) Earnings Per Share Basic and diluted Earnings Per Share ("EPS") are computed based on the weighted average number of shares outstanding. Potentially dilutive securities, including convertible preferred stock, options and warrants, have not been included in the diluted EPS computation because they are anti-dilutive. (4) Comprehensive Income On January 1, 1998, the Company adopted Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS 130"), which establishes standards for reporting and display of comprehensive income and its components. In accordance with SFAS 130, the Company has displayed the components of "Other comprehensive income (loss)" and "Comprehensive loss" in the accompanying Financial Statements. All prior-period data has been reclassified to conform with the provisions of SFAS 130. (5) Reclassification Certain amounts previously reported have been reclassified to conform to current year presentation. Page 4 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis by management is provided to identify certain significant factors which affected the Company's financial position and operating results during the periods included in the accompanying financial statements. RESULTS OF OPERATIONS Three Months Ended March 31, 1998 and 1997 Revenues Revenues for the three-months ended March 31, 1998 and 1997 were $1,850,000 and $75,000 respectively, an increase of $1,775,000. Revenues for the three-months ended March 31, 1998 consisted of (i) $75,000 in research support from the Company's partnership with the Wyeth/Lederle Vaccine and Pediatrics Division of American Home Products Corporation ("American Home") in infectious diseases, (ii) $1,000,000 in milestone payments and $625,000 in research and support payments from the Company's research and license agreement with Merck KGaA ("Merck") with respect to the Company's BEC2 product candidate, (iii) $52,000 in royalty revenue from the Company's strategic alliance with Abbott Laboratories ("Abbott") in diagnostics, and (iv) $98,000 from a Phase I Small Business Innovation Research ("SBIR") grant from the National Cancer Institute (the "NCI") for a program in cancer-related angiogenesis. Revenues for the three-months ended March 31, 1997 consisted of $75,000 in research support from the Company's partnership with American Home. Operating; Research and Development Expenses Total operating expenses for the three-months ended March 31, 1998 and 1997 were $5,584,000 and $6,478,000, respectively, a decrease of $894,000 or 14%. Research and development expenses for the three-months ended March 31, 1998 and 1997 were $4,171,000 and $5,395,000, respectively, a decrease of $1,224,000 or 23%. Such amounts for the three-months ended March 31, 1998 and 1997 represented 75% and 83%, respectively, of total operating expenses. The decrease in research and development expenses for the three-months ended March 31, 1998 was attributable to the one-time $2,233,000 non-cash compensation expense recorded for the three-months ended March 31, 1997 in connection with the extension of the term of an officer's warrant to purchase 397,000 shares of Common Stock. This decrease is partially offset by increased costs in the three-months ended March 31, 1998 associated with additional staffing in the area of discovery research, the initiation of new supported research programs with academic institutions and the establishment of corporate in-licensing arrangements, and expenditures in the functional areas of product development, manufacturing and clinical and regulatory affairs to support the Company's lead therapeutic product candidate, C225, for human clinical trials. General and Administrative Expenses General and administrative expenses include administrative personnel costs, costs incurred in connection with pursuing arrangements with corporate partners and technology licensors, and expenses associated with applying for patent protection for the Company's technology and products. Such expenses for the three-months ended March 31, 1998 and 1997 were $1,413,000 and $1,083,000, respectively, an increase of $330,000 or 30%. The increase in general and administrative expenses primarily reflects (i) additional support staffing for the expanding research, clinical, development and manufacturing efforts of the Company, particularly with respect to C225 and (ii) expenses associated with the pursuit of strategic corporate alliances and other corporate development expenses. The Company expects general and administrative expenses to increase in future periods to support planned increases in research, clinical, development and manufacturing efforts of the Company. Page 5 Interest and Other Income and Interest Expense Interest and other income was $831,000 for the three-months ended March 31, 1998 compared to $245,000 for the three-months ended March 31, 1997, an increase of $586,000. The increase was primarily attributable to the increased interest income earned from higher cash balances in the Company's investment portfolio resulting from a public offering of Common Stock completed in March 1997 and a private placement of Series A Convertible Preferred Stock (the "Series A Preferred Shares" or "Series A Preferred Stock") completed in December 1997. Interest expense was $90,000 and $195,000 for the three-months ended March 31, 1998 and 1997, respectively, a decrease of $105,000 or 54%. Interest expense for both periods primarily included interest on an outstanding Industrial Development Revenue Bond issued in 1990 (the "1990 IDA Bond") with a principal amount of $2,200,000, interest recorded on capital lease obligations, and interest recorded on a liability to Pharmacia and UpJohn Inc. ("Pharmacia"), for the reacquisition of the worldwide rights to a recombinant mutein form of Interleukin-6 ("IL-6m") as well as clinical material manufactured and supplied by Pharmacia to the Company. The decrease was primarily attributable to the December 1997 repayment of an IDA Bond issued in 1986 (the "1986 IDA Bond") with a principal amount of $2,113,000 and the February 1998 repayment of the remaining liability to Pharmacia. Net Losses The Company had net losses to common stockholders of $3,851,000 or $0.16 per share for the three-months ended March 31, 1998, compared with $6,353,000 or $0.30 per share for the three-months ended March 31, 1997. The decrease in the net losses and per share net loss to common stockholders is due to the factors mentioned in the preceding paragraphs as well as the increased number of shares of Common Stock outstanding primarily as a result of the March 1997 public offering of Common Stock. LIQUIDITY AND CAPITAL RESOURCES At March 31, 1998, the Company's principal sources of liquidity consisted of cash and cash equivalents and securities available for sale of approximately $55,390,000. The Company has financed its operations since inception primarily through the public and private sales of equity securities, the sale of three issues of IDA Bonds through the New York City Industrial Development Agency (the "NYIDA"), license fees and contract research and development fees and royalties received under agreements with collaborative partners and interest earned on these funds. Since inception, public and private sales of equity securities in financing transactions have raised approximately $163,799,000 in net proceeds. The sale of the IDA Bonds in each of 1985, 1986 and 1990 raised an aggregate of $6,313,000, the proceeds of which have been used for the acquisition, construction and installation of the Company's research and development facility in New York City, and of which $2,200,000 is currently outstanding. Since inception, the Company has earned approximately $30,512,000 from license fees, contract research and development fees and royalties from collaborative partners, including approximately $1,850,000 earned during the three-months ended March 31, 1998. Since inception the Company has earned approximately $6,277,000 in interest income, including approximately $830,000 earned during the three-months ended March 31, 1998. Page 6 The Company has obligations under various capital leases for certain laboratory, office and computer equipment and also certain building improvements primarily under a December 1996 financing agreement (the "1996 Financing Agreement") with Finova Technology Finance, Inc. ("Finova"). The 1996 Financing Agreement allows the Company to finance the lease of equipment and make certain building and leasehold improvements to existing facilities involving amounts aggregating approximately $2,500,000. As of March 31, 1998, the Company had entered into six individual leases aggregating a total cost of $1,745,000. Each lease has a fair market value purchase option at the expiration of a 42-month term. Pursuant to the 1996 Financing Agreement, the Company issued to Finova a warrant expiring December 31, 1999 to purchase 23,220 shares of Common stock at an exercise price of $9.69 per share. The Company recorded a non-cash debt discount of approximately $125,000 in connection with this financing, which discount is being amortized over the 42-month term of the first lease. The 1996 Financing Agreement with Finova expired in December 1997 and the Company did not utilize the full $2,500,000 under the agreement. In April 1998, the Company entered into a new financing agreement (the "1998 Financing Agreement") with Finova aggregating approximately $2,000,000. The terms of the 1998 Financing Agreement are substantially similar to the now expired 1996 Financing Agreement except that each lease has a 48-month term. The Company has expended and will continue to expend in the future substantial funds to continue the research and development of its products, conduct pre-clinical and clinical trials, establish clinical-scale and commercial-scale manufacturing in its own facilities or in the facilities of others, and market its products. The Company has entered into preliminary discussions with several major pharmaceutical companies regarding various alternatives concerning the funding of research and development for certain of its products. No assurance can be given that the Company will be successful in consummating any such alternatives. These discussions have included potential significant strategic alliances for the development and commercialization of the Company's lead product candidate, C225. Such strategic alliances could include up-front license fees plus milestone fees and revenue sharing. There can be no assurance that the Company will be successful in achieving such alliances, nor can the Company predict the amount of funds which might be available to it if it entered into such alliances or the time at which such funds would be made available. In January 1998, the Company completed the construction and commissioning of a new 1,750 square foot process development center at its Somerville, New Jersey facility at a cost of approximately $1,650,000. The Company has also taken steps to complete a formal design concept for large scale manufacturing at this facility. If the Company adapts this facility to large scale manufacturing or does so at another location, it will incur substantial additional costs. The lease on the Company's New York City facility expires in March 1999. The Company is currently in discussions regarding the extension of the lease and is considering other alternatives, such as relocating its executive offices and laboratories to a new facility. Were the Company to relocate its executive offices and laboratories, it would incur substantial additional costs. The IDA Bond issued in 1990 (the "1990 IDA Bond") in the outstanding principal amount of $2,200,000 becomes due in 2004. If the lease on the Company's New York City facility is terminated, the 1990 IDA Bond provides that it will become due 60 days prior to such termination. The Company will incur interest on the 1990 IDA Bond aggregating approximately $250,000 during 1998. The Company has granted the NYIDA a security interest in substantially all facility equipment located in the New York facility to secure the obligations of the Company to the NYIDA under the 1990 IDA Bond. The holders of the Series A Preferred Shares are entitled to receive cumulative dividends at an annual rate of $6.00 per share. Dividends accrue as of the issuance date of the Series A Preferred Shares and are payable on the outstanding Series A Preferred Shares in cash on December 31 of each year beginning December 31, 1999 or at the time of conversion or redemption of the Series A Preferred Shares on which the dividend is to be paid, whichever is sooner. Accrued dividends were $704,000 at March 31, 1998. Page 7 Total capital expenditures made during the three-months ended March 31, 1998 were $428,000. Of the total capital expenditures made during the three-months ended March 31, 1998, $365,000 related to improving and equipping the Company's manufacturing facility in New Jersey. The balance of capital additions was for equipment and computer-related purchases for the corporate office and research laboratories in New York. The Company anticipates that its existing capital resources, including the on-going research support of its corporate partners, should enable it to maintain its current and planned operations through the end of the year 2000. However, the receipt of such ongoing research support is subject to attaining research and development milestones, certain of which have not yet been achieved. There can be no assurance that the Company will achieve these milestones. The Company's future working capital and capital requirements will depend upon numerous factors, including the progress of the Company's research and development programs, pre-clinical testing and clinical trials, the Company's corporate partners fulfilling their obligations to the Company, the timing and cost of seeking regulatory approvals, the cost of manufacturing scale-up and effective commercialization activities and arrangements, the level of resources that the Company devotes to the development of marketing and sales capabilities, the costs involved in filing, prosecuting and enforcing patent claims, technological advances, the status of competitors and the ability of the Company to maintain existing and establish new collaborative arrangements with other companies to provide funding to the Company to support these activities. In order to fund its capital needs after the end of the year 2000, the Company will require significant levels of additional capital and intends to raise the capital through additional arrangements with corporate partners, equity or debt financings or from other sources. There is no assurance the Company will be successful in consummating any such arrangements. If adequate funds are not available, the Company may be required to significantly curtail its planned operations. Uncertainties associated with the length and expense of pre-clinical and clinical testing of any of the Company's products could greatly increase the cost of development of such product and affect the timing of any anticipated revenues from product sales, and failure by the Company to obtain regulatory approval for any product will preclude its commercialization. In addition, the failure by the Company to obtain patent protection for its products may make certain of its products commercially unattractive. At December 31, 1997, the Company had net operating loss carryforwards for federal income tax purposes of approximately $115,000,000 which expire at various dates from 2000 through 2012. At December 31, 1997 the Company had research credit carryforwards of approximately $2,303,000 which expire at various dates between years 2001 and 2012. Pursuant to Section 382 of the Internal Revenue Code of 1986, as amended, the annual utilization of the Company's net operating loss and research credit carryforwards may be limited if the Company experiences a change in ownership of more than 50 percentage points within a three-year period. Since 1986, the Company experienced two ownership changes. Accordingly, the Company is significantly limited in utilizing its tax net operating loss carryforwards arising before such ownership changes to offset future federal taxable income. Similarly, the Company is significantly restricted in using its research credit carryforwards arising before such ownership changes to offset future federal income tax expense. Page 8 Certain Factors Affecting Forward-Looking Statements--Safe Harbor Statement Those statements contained herein that do not relate to historical information are forward-looking statements. There can be no assurance that the future results covered by such forward-looking statements will be achieved. Actual results may differ materially due to the risks and uncertainties inherent in the Company's business, including without limitation, the risks and uncertainties associated with completing pre-clinical and clinical trials of the Company's compounds that demonstrate such compounds' safety and effectiveness; obtaining additional financing to support the Company's operations; obtaining and maintaining regulatory approval for such compounds and complying with other governmental regulations applicable to the Company's business; obtaining the raw materials necessary in the development of such compounds; consummating collaborative arrangements with corporate partners for product development; achieving milestones under collaborative arrangements with corporate partners; developing the capacity to manufacture, market and sell the Company's products, either directly or with collaborative partners; developing market demand for and acceptance of such products; competing effectively with other pharmaceutical and biotechnological products; obtaining adequate reimbursement from third party payors; attracting and retaining key personnel; protecting proprietary rights; and those other factors set forth in "Management's Discussion and Analysis of Financial Condition and Results of Operations--Overview and Risk Factors," in the Company's most recent Annual Report on Form 10-K. Item 3 - Quantitative and Qualitative Disclosures About Market Not applicable. Page 9 PART II - OTHER INFORMATION Item 5 - Other Information On May 12, 1998 the Company announced that the U.S. Patent and Trademark Office has issued Patent No. 5,747,651 to the Company for antibodies against the extracellular portion of the tyrosine kinase receptor KDR/FLK-1. This receptor, known as the KDR/FLK-1 receptor, is expressed on tumor associated capillary blood vessels and plays a major role in the vascularization of tumors and their malignant growth. On March 30, 1998 at the annual meeting of the American Association for Cancer Research, ImClone's researchers presented data demonstrating the development of a monoclonal antibody that blocks in vitro binding of VEGF to the human KDR receptor and inhibits VEGF stimulated growth of endothelial cells. Primary data suggests that the antibody also inhibits the growth of human tumor-associated blood vessels. Item 6 - Exhibits and Reports on Form 8-K (a) Exhibits (numbered in accordance with Item 601 of Regulation S-K) Exhibit No. Exhibit No. ----------- ----------- 27.1 Financial Data Schedule (b) Reports on Form 8-K On February 10, 1998, the Company filed with the Commission a Current Report on Form 8-K dated January 21, 1998 (i) relating to the election to the Board of Directors of John Mendelsohn, and (ii) filing as an Exhibit thereto the Company's Amended and Restated By-laws. Page 10 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. IMCLONE SYSTEMS INCORPORATED (Registrant) Date: May 14, 1998 By /s/ Samuel D. Waksal ------------------------------------- Samuel D. Waksal President and Chief Executive Officer Date: May 14, 1998 By /s/ Carl S. Goldfischer ------------------------------------- Carl S. Goldfischer Vice President, Finance and Chief Financial Officer Page 11