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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
------------------------

FORM 10-K/A

/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED JULY 31, 1999
OR

/ / 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: 0-27756
------------------------

ALEXION PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in Its Charter)

DELAWARE 13-3648318
(State or Other Jurisdiction (I.R.S. Employer
of Identification No.)
Incorporation or Organization)

25 SCIENCE PARK, NEW HAVEN, CONNECTICUT 06511
(Address of Principal Executive Offices) (Zip Code)

203-776-1790
(Registrant's telephone number, including area code)

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

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par
value $0.0001

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 / / No /X/

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /

The aggregate market value of the Common Stock held by non-affiliates of the
registrant, based upon the last sale price of the Common Stock reported on the
National Association of Securities Dealers Automated Quotation (NASDAQ) National
Market System on November 17, 1999, was approximately $148,000,000.

The number of shares of Common Stock outstanding as of November 17, 1999 was
11,331,947.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND KEY EMPLOYEES.

Set forth below is certain information regarding our executive officers,
directors and key employees:

NAME AGE POSITION WITH ALEXION
- ---- -------- ---------------------

John H. Fried, Ph.D.(1)(2) ............... 70 Chairman of the Board of Directors
Leonard Bell, M.D.(1) .................... 41 President, Chief Executive Officer,
Secretary, Treasurer, Director
David W. Keiser........................... 48 Executive Vice President, Chief Operating
Officer
Louis A. Matis, M.D. ..................... 49 Senior Vice President, Chief Scientific
Officer
Stephen P. Squinto, Ph.D. ................ 43 Senior Vice President, Chief Technology
Officer
Barry P. Luke............................. 41 Vice President of Finance and
Administration, Assistant Secretary
Nancy Motola, Ph.D. ...................... 47 Vice President of Regulatory Affairs and
Quality Assurance
James A. Wilkins, Ph.D. .................. 47 Vice President of Process Sciences and
Manufacturing
William Fodor, Ph.D.(3) .................. 41 Senior Director of Xenotransplantation
Christopher F. Mojcik, M.D., Ph.D.(3) .... 39 Senior Director of Clinical Development
Scott A. Rollins, Ph.D.(3) ............... 36 Senior Director of Project Management and
Drug Development
Jerry T. Jackson.......................... 58 Director
Max Link, Ph.D.(1)(2) .................... 59 Director
Joseph A. Madri, Ph.D., M.D. ............. 53 Director
Leonard Marks, Jr., Ph.D.(2) ............. 78 Director
Eileen M. More............................ 53 Director
R. Douglas Norby.......................... 64 Director
Alvin S. Parven(2)........................ 59 Director

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

(1) Member of our nominating committee.

(2) Member of our audit committee and our compensation committee.

(3) Key employee.

Each director will hold office until the next annual meeting of stockholders
and until his or her successor is elected and qualified or until his or her
earlier resignation or removal. Each officer serves at the discretion of the
board of directors. Each of our executive officers is a party to an employment
agreement with us.

JOHN H. FRIED, PH.D. has been the Chairman of our board of directors of
Alexion since April 1992. Since 1992, Dr. Fried has been President of Fried &
Co., Inc., a health technology venture firm. Dr. Fried was a director of Syntex
Corp., a life sciences and health care company, from 1982 to 1994 and he served
as Vice Chairman of Syntex from 1985 to January 1993 and President of the Syntex
Research Division from 1976 to 1992. Dr. Fried has originated more than 200 U.S.
Patents and has authored more than 80 scientific publications. Dr. Fried
received his B.S. in Chemistry and Ph.D. in Organic Chemistry from Cornell
University.

LEONARD BELL, M.D. is the principal founder of Alexion, and has been a
director of Alexion since February 1992 and the Company's President and Chief
Executive Officer, Secretary and Treasurer since January 1992. From 1991 to
1992, Dr. Bell was an Assistant Professor of Medicine and Pathology and

co-Director of the Program in Vascular Biology at the Yale University School of
Medicine. From 1990 to 1992, Dr. Bell was an attending physician at the Yale-New
Haven Hospital and an Assistant Professor in the Department of Internal Medicine
at the Yale University School of Medicine. Dr. Bell was the recipient of the
Physician Scientist Award from the National Institutes of Health and
Grant-in-Aid from the American Heart Association as well as various honors and
awards from academic and professional organizations. His work has resulted in
more than 20 scientific publications and three patent applications. Dr. Bell is
a director of the Connecticut Technology Council and Connecticut United for
Research Excellence, Inc. He also served as a director of the Biotechnology
Research and Development Corporation from 1993 to 1997. Dr. Bell received his
A.B. from Brown University and M.D. from Yale University School of Medicine.
Dr. Bell is currently an Adjunct Assistant Professor of Medicine and Pathology
at Yale University School of Medicine.

DAVID W. KEISER has been Executive Vice President and Chief Operating
Officer of Alexion since July 1992. From 1990 to 1992, Mr. Keiser was Senior
Director of Asia Pacific Operations for G.D. Searle & Company Limited, a
manufacturer of pharmaceutical products. From 1986 to 1990, Mr. Keiser was
successively Licensing Manager, Director of Product Licensing and Senior
Director of Product Licensing for Searle. From 1984 to 1985, Mr. Keiser was New
Business Opportunities Manager for Mundipharma AG, a manufacturer of
pharmaceutical products, in Basel, Switzerland where he headed pharmaceutical
licensing and business development activities in Europe and the Far East. From
1978 to 1983, he was Area Manager for F. Hoffmann La Roche Ltd., a manufacturer
of pharmaceutical products, in Basel, Switzerland. Mr. Keiser received his B.A.
from Gettysburg College.

LOUIS A. MATIS, M.D. has been the Senior Vice President and Chief Scientific
Officer since March 1998 and Vice President of Research, Immunobiology, of
Alexion from August 1994 to March 1998. From January 1993 to July 1994,
Dr. Matis served as the Director of our Program in Immunobiology. Prior to
joining Alexion, from 1977 to 1992, Dr. Matis held various appointments at the
NIH and the FDA. From 1990 to 1992, Dr. Matis was a Senior Investigator in the
Laboratory of Immunoregulation at the National Cancer Institute and from 1987 to
1990 he was a Senior Staff Fellow in the Molecular Immunology Laboratory at the
Center for Biologics Evaluation and Research associated with the FDA. Dr. Matis
is the author of more than 100 scientific papers in the fields of T-cell
biology. Dr. Matis has received numerous awards including the NIH Award of
Merit. Dr. Matis received his B.A. from Amherst College and M.D. from the
University of Pennsylvania Medical School.

STEPHEN P. SQUINTO, PH.D. is a founder of Alexion and has held the positions
of Senior Vice President and Chief Technical Officer since March 1998, Vice
President of Research, Molecular Sciences, from August 1994 to March 1998,
Senior Director of Molecular Sciences from July 1993 to July 1994 and Director
of Molecular Development from April 1992 to July 1993. From 1989 to 1992,
Dr. Squinto held various positions at Regeneron Pharmaceuticals, Inc., most
recently serving as Senior Scientist and Assistant Head of the Discovery Group.
From 1986 to 1989, Dr. Squinto was an Assistant Professor of Biochemistry and
Molecular Biology at Louisiana State University Medical Center. Dr. Squinto's
work has led to over 70 scientific papers in the fields of gene regulation,
growth factor biology and gene transfer. Dr. Squinto's work is primarily in the
fields of regulation of eukaryotic gene expression, mammalian gene expression
systems and growth receptor and signal transduction biology. Dr. Squinto also
serves as a Director of the BRDC since 1997. Dr. Squinto received his B.A. in
Chemistry and Ph.D. in Biochemistry and Biophysics from Loyola University of
Chicago.

BARRY P. LUKE has been Vice President of Finance and Administration since
September 1998 and Senior Director of Finance and Administration of Alexion from
August 1995 to September 1998 and prior thereto was Director of Finance and
Accounting of the Company from May 1993. From 1989 to 1993, Mr. Luke was Chief
Financial Officer, Secretary and Vice President--Finance and Administration at
Comtex Scientific Corporation, a publicly held distributor of electronic news
and business information. From 1985 to 1989, he was Controller and Treasurer of
Softstrip, Inc., a manufacturer of computer peripherals and

software. From 1980 to 1985, Mr. Luke was employed by the General Electric
Company where he held positions at GE's Corporate Audit Staff after completing
GE's Financial Management Program. Mr. Luke received a B.A. in Economics from
Yale University and an M.B.A. in management and marketing from the University of
Connecticut.

NANCY MOTOLA, PH.D. has been the Vice President of Regulatory Affairs and
Quality Assurance since 1998. From 1991 to 1998, Dr. Motola served as Assistant,
Associate, and then Deputy Director, Regulatory Affairs for the Bayer
Corporation Pharmaceutical Division where she was responsible for regulatory
aspects of product development programs for cardiovascular, neuroscience,
metabolic and oncology drugs and included drugs targeting arthritis, cardiac
disorders, stroke and cognitive dysfunction. Dr. Motola has been responsible for
the filing of numerous INDs, other regulatory submissions and has filed New Drug
Applications for marketing approval resulting in three currently marketed drugs.
Dr. Motola held regulatory affairs positions of increasing responsibility at
Abbott Laboratories from 1989 to 1991 and at E.R. Squibb and Sons, Inc. from
1983 to 1989. She has also served as past Chairperson of the Regulatory Affairs
Section of the American Association of Pharmaceutical Scientists. Dr. Motola
received her B.A. from Central Connecticut State University and M.S. and Ph.D.
degrees in medicinal chemistry from the University of Rhode Island.

JAMES A. WILKINS, PH.D. has been Vice President of Process Sciences and
Manufacturing of Alexion since September 1998 and has held the positions of
Senior Director of Process Sciences from August 1996 to September 1998, Senior
Director of Process Development from August 1995 to August 1996, and Director of
Process Development from September 1993 to August 1995. From 1989 to 1993,
Dr. Wilkins was Group Leader of the Protein Chemistry Department at Otsuka
America Pharmaceutical, Inc. From 1987 to 1989, Dr. Wilkins was a Scientist in
Recovery Process Development at Genentech, Inc. and from 1982 to 1987, he was an
Associate Research Scientist in the Thomas C. Jenkins Department of Biophysics
at Johns Hopkins University. He is the author of more than 25 presentations and
scientific articles in the fields of protein refolding and protein biochemistry.
Dr. Wilkins received a B.A. in Biology from University of Texas and a Ph.D. in
Biochemistry from University of Tennessee.

WILLIAM FODOR, PH.D. has been Senior Director of Xenotransplantation since
1997. After joining Alexion in 1992, Dr. Fodor was a Staff Scientist from 1992
to 1994, Principal Scientist from 1994 to 1996, and Director of
Xenotransplantation from 1996 to 1997. Dr. Fodor has been responsible for
managing the preclinical development and manufacturing of our
xenotransplantation product candidates. Prior to 1992, Dr. Fodor was a
postdoctoral research fellow in the Section of Immunobiology at Yale University
School of Medicine and at Biogen, Inc., a biopharmaceutical firm. Dr. Fodor's
work has led to over 30 scientific papers and patents in the fields of
immunobiology and molecular biology. Dr. Fodor received his B.S. in Genetics and
Ph.D. in Molecular Genetics from the Ohio State University.

CHRISTOPHER F. MOJCIK, M.D., PH.D. has been Senior Director of Clinical
Development since joining Alexion in July 1998. From 1996 until July 1998, he
was an Associate Director in the Metabolics/ Rheumatics Department at Bayer
Corporation's Pharmaceuticals Division. Dr. Mojcik was responsible for Phase II
and III development of certain arthritis programs and certain Phase IV programs
in cardiopulmonary bypass. From 1993 to 1996, he was a Senior Staff Fellow in
the Cellular Immunology Section of the Laboratory of Immunology in the NIAID at
the NIH. From 1991 to 1993, he completed his Fellowship in Rheumatology in the
National Institute of Arthritis and Musculoskeletal and Skin Diseases at the
NIH. He received his B.A. from Washington University in St. Louis, Missouri, and
his M.D. and Ph.D. from the University of Connecticut.

SCOTT A. ROLLINS, PH.D. is a co-founder of Alexion and has been Senior
Director of Project Management and Drug Development since August 1999, Senior
Director of Complement Biology from 1997 to 1999, Director of Complement Biology
from 1996 to 1997, Principal Scientist from 1994 to 1996, and Staff Scientist
from 1992 to 1994. Since 1994, Dr. Rollins has been responsible for the
preclinical development of our anti-inflammatory compound 5G1.1-SC. Since 1999,
Dr. Rollins has been additionally responsible

for the project management functions of 5G1.1-SC, currently under joint
development with Procter & Gamble Pharmaceuticals. Prior to 1992, Dr. Rollins
was a postdoctoral research fellow in the Department of Immunobiology at Yale
University School of Medicine. Dr. Rollins' work has led to over 50 scientific
papers and patents in the fields of complement biology. He received his B.S. in
Cytotechnology and Ph.D. in Microbiology and Immunology from the University of
Oklahoma Health Sciences Center.

JERRY T. JACKSON has been a director of Alexion since September 1999. He was
employed by Merck & Co. Inc., a major pharmaceutical company, from 1965 until
his retirement in 1995. During this time, he had extensive experience in sales,
marketing and corporate management, including joint ventures. From 1993 until
1995, Mr. Jackson served as Executive Vice President of Merck with broad
responsibilities for numerous operating groups--including Merck's International
Human Health, Worldwide Human Vaccines, the AgVet Division, Astra/Merck U.S.
Operations, as well as worldwide marketing. During 1993, he was also President
of the Worldwide Human Health Division in 1993. He served as Senior Vice
President of Merck from 1991 to 1992 responsible for Merck's Specialty Chemicals
and previously, he was President of Merck's Sharp & Dohme International.
Mr. Jackson serves as a director of Cor Therapeutics, Inc., Molecular
Biosystems, Inc., SunPharm Corporation, and Crescendo Pharmaceuticals
Corporation. Mr. Jackson received his B.A. from University of New Mexico.

MAX LINK, PH.D. has been a director of Alexion since April 1992. From
May 1993 to June 1994, Dr. Link was Chief Executive Officer of Corange
(Bermuda), the parent company of Boehringer Mannheim Therapeutics, Boehringer
Mannheim Diagnostics and DePuy Orthopedics. From 1992 to 1993, Dr. Link was
Chairman of the Board of Sandoz Pharma, Ltd., a manufacturer of pharmaceutical
products. From 1987 to 1992, Dr. Link was the Chief Executive Officer of Sandoz
Pharma and a member of the Executive Board of Sandoz, Ltd., Basel. Prior to
1987, Dr. Link served in various capacities with the United States operations of
Sandoz, including as President and Chief Executive Officer. Dr. Link is also a
director of Protein Design Labs, Inc., Cell Therapeutics, Inc., and
Procept, Inc., each a publicly held pharmaceutical company, as well as Human
Genome Sciences Inc., a genomics company.

JOSEPH A. MADRI, PH.D., M.D. is a founder of Alexion and has been a director
of Alexion since February 1992. Since 1980, Dr. Madri has been on the faculty of
the Yale University School of Medicine and is currently a Professor of
Pathology. Dr. Madri serves on the editorial boards of numerous scientific
journals and he is the author of over 175 scientific publications. Dr. Madri
works in the areas of regulation of angiogenesis, vascular cell-matrix
interactions, cell-cell interactions, lymphocyte-endothelial cell interactions
and endothelial and smooth muscle cell biology and has been awarded a Merit
award from the National Institutes of Health. Dr. Madri received his B.S. and
M.S. in Biology from St. John's University and M.D. and Ph.D. in Biological
Chemistry from Indiana University.

LEONARD MARKS, JR., PH.D. has been a director of Alexion since April 1992.
Since 1985 Dr. Marks has served as an independent corporate director and
management consultant. Dr. Marks serves on the board of directors of Netvision
Technologies Inc. Dr. Marks served as a director of Airlease Management
Services, an aircraft leasing company (a subsidiary of Bank America Leasing &
Capital Corporation), from 1995 to March 1998, and Northern Trust Bank of
Arizona, a commercial and trust bank subsidiary of Northern Trust of Chicago,
from 1995 to March 1998. Prior to 1985, Dr. Marks held various positions in
academia and in the corporate sector including Executive Vice President,
Castle & Cooke, Inc. from 1972 to 1985. Dr. Marks received his B.A. in Economics
from Drew University and an M.B.A. and Doctorate in Business Administration from
Harvard University.

EILEEN M. MORE has been a director of Alexion since December 1993. Ms. More
has been associated since 1978 with Oak Investment Partners and has been a
General Partner of Oak since 1980. Oak is a venture capital firm and a
stockholder of Alexion. Ms. More is currently a director of several private high
technology and biotechnology firms including OraPharma, Inc., Halox
Technologies, Psychiatric Solutions and Teloquent Communication Corporation.
Ms. More studied mathematics at the University of Bridgeport and is a Chartered
Financial Analyst.

R. DOUGLAS NORBY has been a director of Alexion since September 1999. Since
1996, Mr. Norby has been the Executive Vice President and Chief Financial
Officer of LSI Logic Corporation, a semiconductor company, and he also serves on
the Board of LSI. From September 1993 until November 1996, he served as Senior
Vice President and Chief Financial Officer of Mentor Graphics Corporation, a
software company. Mr. Norby served as President of Pharmetrix Corporation, a
drug delivery company, from July 1992 to September 1993, and from 1985 to 1992,
he was President and Chief Operating Officer of Lucasfilm, Ltd., an
entertainment company. From 1979 to 1985, Mr. Norby was Senior Vice President
and Chief Financial Officer of Syntex Corporation, a pharmaceutical company.
Mr. Norby received a B.A. in Economics from Harvard University and an M.B.A.
from Harvard Business School.

ALVIN S. PARVEN has been a director of Alexion since May 1999. Since 1997,
Mr. Parven has been President of ASP Associates, a management and strategic
consulting firm. From 1994 to 1997, Mr. Parven was Vice President at Aetna
Business Consulting, reporting to the Office of the Chairman of Aetna. From 1987
to 1994, Mr. Parven was Vice President, Operations at Aetna Health Plans. Prior
to 1987, he served in various capacities at Aetna including Vice President,
Pension Services from 1983 to 1987. Mr. Parven received his B.A. from
Northeastern University.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth certain information with respect to the
beneficial ownership of our common stock as of October 1, 1999, except as
otherwise noted in the footnotes: (1) each person known by us to own
beneficially more than 5.0% percent of our outstanding common stock; (2) each
director and each named executive officer; and (3) all directors and executive
officers of Alexion as a group.

NUMBER OF SHARES PERCENTAGE OF
BENEFICIALLY SHARES
NAME OF BENEFICIAL OWNER(1) OWNED(2) BENEFICIALLY OWNED
- --------------------------- ---------------- ------------------

BB Biotech AG
Vordergrasse 3
8200 Schaffhausen
CH/Switzerland(3)......................................... 1,824,113 16.1%
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, NY 10154(4)..................................... 869,500 7.6%

Zesiger Capital
320 Park Avenue, 30th floor
New York, NY 10022(5)..................................... 845,000 7.5%

The Kaufmann Fund, Inc.
140 E. 45th Street, 43rd floor
New York, NY 10017(6)..................................... 837,300 7.4%

T. Rowe Price Associates
100 East Pratt Street
Baltimore, MD 21205(7).................................... 828,600 7.3%

OrbiMed Advisers, Inc.
41 Madison Avenue, 40th floor
New York, NY 10010(8)..................................... 750,500 6.6%

Leonard Bell, M.D.(9)....................................... 583,850 5.0%
Stephen P. Squinto, Ph.D.(10)............................... 180,450 1.6%
David W. Keiser(11)......................................... 167,300 1.5%
Louis A. Matis, M.D.(12).................................... 147,900 1.3%
Eileen M. More(13).......................................... 114,780 1.0 %
John H. Fried, Ph.D.(14).................................... 91,003 *
James A. Wilkins, Ph.D.(15)................................. 60,000 *
Joseph A. Madri, Ph.D., M.D.(16)............................ 57,467 *
Max Link, Ph.D.(17)......................................... 25,490 *
Leonard Marks, Jr., Ph.D.(18)............................... 15,967 *
Jerry T. Jackson(19)........................................ -- *
R. Douglas Norby(20)........................................ -- *
Alvin S. Parven(21)......................................... -- *
Directors and Executive Officers as a group
(15 persons)(22).......................................... 1,501,257 12.2%

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

* Less than one percent

(1) Unless otherwise indicated, the address of all persons is 25 Science Park,
New Haven, Connecticut 06511.

(2) To our knowledge, except as set forth below, the persons named in the table
have sole voting and investment power with respect to all shares of our
common stock shown as beneficially owned by them, subject to community
property laws where applicable and the information contained in the
footnotes in this table.

(3) This figure is based upon information set forth in Amendment No. 3 to
Schedule 13D filed on May 27, 1998, filed jointly by BB Biotech AG and
Biotech Target, S.A. Biotech Target, S.A., a Panamanian corporation, is a
wholly-owned subsidiary of BB Biotech AG. BB Biotech AG is a holding company
incorporated in Switzerland.

(4) This figure is based upon information set forth in a Report on Form 13F as
of June 30, 1999 filed with the SEC.

(5) This figure is based upon information set forth in Schedule 13G filed on
January 21, 1999.

(6) This figure is based upon information set forth in Schedule 13G filed on
August 20, 1999.

(7) This figure is based upon information set forth in Schedule 13G filed on
February 5, 1999.

(8) This figure is based upon information set forth in Schedule 13G filed on
March 25, 1999.

(9) Includes 423,750 shares of our common stock that may be acquired upon the
exercise of options within 60 days of October 1, 1999 and 300 shares, in
aggregate, held in the names of Dr. Bell's three minor children. Excludes
161,250 shares obtainable through the exercise of options granted to
Dr. Bell which are not exercisable within 60 days of October 1, 1999 and
90,000 shares held in trust for Dr. Bell's children of which Dr. Bell
disclaims beneficial ownership. Dr. Bell disclaims beneficial ownership of
the shares held in the name of his minor children.

(10) Includes 123,750 shares of our common stock which may be acquired upon the
exercise of options within 60 days of October 1, 1999 and 6,200 shares, in
aggregate, held in the names of Dr. Squinto's two minor children of which
6,000 shares are in two trusts managed by his wife. Excludes 58,750 shares
obtainable through the exercise of options granted to Dr. Squinto which, are
not exercisable within 60 days of October 1, 1999. Dr. Squinto disclaims
beneficial ownership of the shares held in the name of his minor children
and the foregoing trusts.

(11) Includes 125,000 shares of our common stock which may be acquired upon the
exercise of options within 60 days of October 1, 1999 and 300 shares, in
aggregate, held in the names of Mr. Keiser's three minor children. Excludes
72,500 shares obtainable through the exercise of options granted to
Mr. Keiser, which, are not exercisable within 60 days of October 1, 1999.
Mr. Keiser disclaims beneficial ownership of the shares held in the name of
his minor children.

(12) Includes 133,750 shares of our common stock which may be acquired upon the
exercise of options granted to Dr. Matis within 60 days of October 1, 1999
and 150 shares, in aggregate, held in the names of Dr. Matis' three minor
children. Excludes 58,750 shares obtainable through the exercise of options,
granted to Dr. Matis, which, are not exercisable within 60 days of
October 1, 1999. Dr. Matis disclaims beneficial ownership of the shares held
in the name of his minor children.

(13) Includes 27,467 shares of our common stock which may be acquired upon the
exercise of options within 60 days of October 1, 1999 granted to Eileen
More. Also includes 76,406 shares owned by Oak Investment V Partners and
10,907 shares owned by Oak Investment V Affiliates, two affiliated limited
partnerships. Ms. More is a General Partner of these entities. Excludes
3,333 shares obtainable through the exercise of options granted to Ms. More
which are not exercisable within 60 days of October 1, 1999.

(14) Includes 14,967 shares of our common stock that may be acquired on the
exercise of options that are exercisable within 60 days of October 1, 1999.
Excludes 3,333 shares obtainable through the exercise of options granted to
Dr. Fried, which are not exercisable within 60 days of October 1, 1999.

(15) Excludes 45,000 shares obtainable through the exercise of options granted
to Dr. Wilkins, which are not exercisable within 60 days of October 1, 1999.

(16) Includes 12,467 shares of our common stock that may be acquired upon the
exercise of options within 60 days of October 1, 1999. Excludes 3,333 shares
obtainable through the exercise of options granted to Dr. Madri, which are
not exercisable within 60 days of October 1, 1999.

(17) Includes 167 shares of our common stock which, may be acquired upon the
exercise of options within 60 days of October 1, 1999. Excludes 3,333 shares
obtainable through the exercise of options, granted to Dr. Link, which are
not exercisable within 60 days of October 1, 1999.

(18) Includes 14,967 shares of our common stock which, may be acquired upon the
exercise of options within 60 days of October 1, 1999. Excludes 3,333 shares
obtainable through the exercise of options granted to Dr. Marks, which are
not exercisable within 60 days of October 1, 1999.

(19) Excludes 7,500 shares obtainable through the exercise of options granted to
Mr. Jackson, which are not exercisable within 60 days of October 1, 1999.

(20) Excludes 7,500 shares obtainable through the exercise of options granted to
Mr. Norby, which are not exercisable within 60 days of October 1, 1999.

(21) Excludes 7,500 shares obtainable through the exercise of options granted to
Mr. Parven, which are not exercisable within 60 days of October 1, 1999.

(22) Consists of shares beneficially owned by Drs. Bell, Fried, Link, Madri,
Marks, Matis, Motola, Squinto, and Wilkins, Messrs. Jackson, Keiser, Luke,
Norby and Parven, and Ms. More. Includes 993,335 shares of our common stock
which, may be acquired upon the exercise of options within 60 days of
October 1, 1999.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(A) (1) FINANCIAL STATEMENTS:

The financial statements required by this item are submitted in a separate
section beginning on page F-1 of this report.

(2) FINANCIAL STATEMENT SCHEDULES:

Schedules have been omitted because of the absence of conditions under which
they are required or because the required information is included in the
financial statements or notes thereto.

(3) EXHIBITS:

3.1 Certificate of Incorporation, as amended.*(1)

3.2 Bylaws.*(1)

4.1 Specimen Common Stock Certificate.*(1)

10.1 Employment Agreement, dated April 1, 1997, between the
Company and Dr. Leonard Bell.*(2)

10.2 Employment Agreement, dated October 22, 1997, between the
Company and David W. Keiser.*(3)

10.3 Employment Agreement, dated October 22, 1997, between the
Company and Dr. Stephen P. Squinto.*(3)

10.4 Employment Agreement, dated October 22, 1997, between the
Company and Dr. Louis A. Matis.*(3)

10.5 Employment Agreement, dated July 1993, between the Company
and Dr. James A. Wilkins, as amended.*(1)

10.6 Administrative Facility Lease, dated August 23, 1995,
between the Company and Science Park Development
Corporation.*(1)

10.7 Research and Development Facility Lease, dated August 23,
1995, between the Company and Science Park Development
Corporation.*(1)

10.8 Option Agreement, dated April 1, 1992 between the Company
and Dr. Leonard Bell.*(1)

10.9 Company's 1992 Stock Option Plan, as amended.*(4)

10.10 Company's 1992 Stock Option Plan for Outside Directors, as
amended.*(5)

10.11 Form of Investor Rights Agreement, dated December 23, 1994,
between the Company and the purchasers of the Company's
Series A Preferred Stock, as amended.*(1)

10.12 Exclusive License Agreement dated as of June 19, 1992 among
the Company, Yale University and Oklahoma Medical Research
Foundation.*(1)+

10.13 License Agreement dated as of September 30, 1992 between the
Company and Yale University, as amended July 2, 1993.*(1)+

10.14 License Agreement dated as of August 1, 1993 between the
Company and Biotechnology Research and Development
Corporation ("BRDC"), as amended as of July 1, 1995.*(1)+

10.15 License Agreement dated January 25, 1994 between the Company
and The Austin Research Institute.*(1)+

10.16 Exclusive Patent License Agreement dated April 21, 1994
between the Company and the National Institutes of
Health.*(1)+

10.17 License Agreement dated July 22, 1994 between the Company
and The Austin Research Institute.*(1)+

10.18 License Agreement dated as of January 10, 1995 between the
Company and Yale University.*(1)+

10.19 Advanced Technology Program ("ATP"), Cooperative Agreement
70NANB5H, National Institute of Standards and Technology,
entitled "Universal Donor Organs for Transplantation," dated
September 15, 1995.*(1)+

10.20 U.S. Department of Health and Human Services, National
Heart, Lung and Book Institute, Small Business Research
Program, Phase II Grant Application, entitled "Role of
Complement Activation in Cardiopulmonary Bypass," dated
December 14, 1994; and Notice of Grant Award dated September
21, 1995.*(3)+

10.21 Agreement to be Bound by Master Agreement dated as of August
1, 1993 between the Company and BRDC.*(1)

10.22 Research and Development Facility Lease, dated April 1,
1996, between the Company and Science Park Development
Corporation.*(6)

10.23 License Agreement dated March 27, 1996 between the Company
and Medical Research Council.*(6)+

10.24 License Agreement dated May 8, 1996 between the Company and
Enzon, Inc.*(6)+

10.25 Stock Purchase Agreement dated September 8, 1997 by and
between the Company and Biotech Target S.A. *(7)+

10.26 Stock Purchase Agreement dated March 4, 1998 by and between
the Company and Biotech Target S.A. *(7)+

10.27 Asset Purchase Agreement dated as of February 9, 1999
between the Company and United States Surgical Corporation.

10.28 Collaboration Agreement dated January 25, 1999 between the
Company and The Procter & Gamble Company, as amended.+

10.29 Letter agreement dated September 14, 1999 between the
Company and Leonard Bell.*(8)

23.1 Consent of Arthur Andersen LLP.*(8)

27.1 Financial Data Schedule.*(8)

99.1 Risk Factors.*(8)

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

* Previously filed.

(1) Incorporated by reference to the Company's Registration Statement on
Form S-1 (Reg. No. 333-00202).

(2) Incorporated by reference to the Company's Amendment No. 1 to Registration
Statement on Form S-1 (Reg. No. 333-19905) filed on April 4, 1997.

(3) Incorporated by reference to the Company's Annual Report on Form 10-K for
the fiscal year ended July 31, 1997.

(4) Incorporated by reference to the Company's Registration Statement on
Form S-8 (Reg. No. 333-71879) filed on February 5, 1999.

(5) Incorporated by reference to the Company's Registration Statement on
Form S-8 (Reg. No. 333-71985) filed on February 8, 1999.

(6) Incorporated by reference to the Company's Annual Report on Form 10-K for
the fiscal year ended July 31, 1996.

(7) Incorporated by reference to the Company's Annual Report on Form 10-K for
the fiscal year ended July 31, 1998.

(8) Incorporated by reference to the Company's Annual Report on Form 10-K for
the fiscal year ended July 31, 1999.

+ Confidential treatment was granted for portions of such document.

(B) REPORTS ON FORM 8-K:

Current Report on Form 8-K dated May 25, 1999 relating to the election of
Alvin S. Parven to the Company's Board of Directors.

Current Report on Form 8-K dated September 24, 1999 relating to the election
of Jerry T. Jackson and R. Douglas Norby to the Company's Board of Directors.

See (a) (3) above.

(D) FINANCIAL STATEMENT SCHEDULES:

See (a) (2) above.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amended report to be
signed on its behalf by the undersigned, thereunto duly authorized.

ALEXION PHARMACEUTICALS, INC.

By: /s/ LEONARD BELL
-----------------------------------------
Leonard Bell, M.D.
PRESIDENT, CHIEF EXECUTIVE OFFICER,
SECRETARY AND TREASURER