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 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1995 or
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE OF 1934 FOR THE TRANSITION PERIOD FROM ______ to _______
Commission File No. 0-18728
INTERNEURON PHARMACEUTICALS, INC.
---------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 043047911
- - -------- ---------
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
ONE LEDGEMONT CENTER, 99 HAYDEN AVENUE, LEXINGTON, MA 02173
- - ----------------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 861-8444
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.001
par value
Redeemable Class B
Warrants
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 twelve (12) months (or for such shorter period that the registrant
was required to file such report(s)), and (2) has been subject to the filing
requirements for the past ninety (90) days. YES X NO
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 [X].
The aggregate market value of the voting stock (excluding preferred stock
convertible into and having voting rights on certain matters equivalent to
622,221 shares of common stock) held by non-affiliates of the registrant was
approximately $285 million, based on the last sales price of the Common Stock as
of December 18, 1995.
As of December 18, 1995, 33,683,690 shares of Common Stock, $.001 par value, of
the registrant were issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
See Part III hereof with respect to incorporation by reference from the
registrant's definitive proxy statement to be filed pursuant to Regulation 14A
under the Securities Exchange Act of 1934 and the Exhibit Index hereto.
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PART IV
14. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Financial Statements
An index to Consolidated Financial Statements appears on page F-1
2. Schedules
All financial statement schedules are omitted because they are not
applicable, not required under the instructions or all the information
required is set forth in the financial statements or notes thereto.
3. Exhibits
3.4 - Restated Certificate of Incorporation of Registrant (17)
3.5 - By-Laws of Registrant (1)
4.2 - Form of Warrant Agreement (1)
4.4 - Certificate of Designation establishing Series C Preferred
Stock (17)
4.5 - Warrant issued to Elan Corporation, plc (19)
4.6 - Form of Registrant Warrant issued in subsidiary private
placement (25)
4.7 - Form of Registrant Warrant to be issued to Paramount
Capital, Inc., D.H. Blair & Co., Inc. or designees (25)
10.5 (a) - Consultant and Non-competition Agreement between the
Registrant, Richard Wurtman, M.D.
10.5 (b) - Consultant and Non-competition Agreement between
InterNutria, Inc. and Judith Wurtman, Ph.D.
10.6 - Assignment of Invention and Agreement between Richard
Wurtman, M.D., Judith Wurtman and the Registrant (1)
10.7 - Management Agreement between the Registrant
and Lindsay Rosenwald, M.D. (1)
10.9(a) - Restated and Amended 1989 Stock Option Plan (7)
10.10 - Form of Indemnification Agreement (1)
10.11 - Restated Amendment to MIT Option Agreement (1)
10.12(a) - Patent and Know-How License Agreement between the
Registrant and Les Laboratoires Servier ("Servier") dated
February 7, 1990 ("License Agreement") (1)
10.12(b) - Revised Appendix A to License Agreement (1)
10.12(c) - Amendment Agreement between Registrant and Servier, Orsem
and Oril, Produits Chimiques dated November 19,1992(3)(12)
10.12(d) - Amendment Agreement dated April 28, 1993 between
Registrant and Servier (16)
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10.12 (e) - Consent and Amendment Agreement among Servier, American
Home Products Corp. and Registrant.
10.13 - Trademark License Agreement between the Registrant and
Orsem dated February 7, 1990 (1)
10.14 - Supply Agreement between the Registrant and Oril Products
Chimiques dated February 7, 1990 (1)(3)
10.15(a) - Form of Indemnification Agreement between the Registrant
and Alexander M. Haig, Jr. (1)
10.16 - Assignment of Invention by Richard Wurtman, M.D. (1)
10.18 - Option Agreement between the Registrant and Alexander M.
Haig, Jr. (1)
10.19 - Option Agreement between the Registrant and Fountainhead
Holdings (Bermuda) Ltd. (1)
10.22(a) - License Agreement dated January 15, 1993, as amended,
between the Registrant and Group Ferrer (3)(16)
10.25 - License Agreement between the Registrant and the
Massachusetts Institute of Technology (4)
10.27 - License Agreement dated July 1, 1991 between Whitby
Research, Inc. and the Registrant (6)
10.28 - Letter Agreement between the Registrant and Bobby W.
Sandage, Jr., Ph.D. (7)
10.29 - Amended Lease dated December 12, 1991 for Registrant's
offices in Lexington, Massachusetts (7)
10.29(a) - First Amendment to Lease dated as of October 14, 1994
between Registrant and Ledgemont Realty Trust (25)
10.30 - License Agreement dated January 1, 1992 between the
Trustees of Princeton University and the Registrant(3)(8)
10.31 - Research Agreement dated as of July 1, 1991 between the
Registrant and the Trustees of Princeton University (3
(8)
10.32 - Consulting Agreement dated as of July 1, 1991 between the
Registrant and Daniel Kahne, Ph.D. (3)(8)
10.33 - License Agreement dated January 28, 1992 between Ohio
University, The Castle Group, Inc. and Scimark
Corporation (assigned to Progenitor, Inc.) (3)(8)
10.34 - Sponsored Research Agreement between Scimark Corporation
(assigned to Progenitor, Inc.) and Ohio University (3)(8)
10.34(a) - Letter Amendment between Progenitor, Inc. and Ohio
University (18)
10.35 - Technology License Contract dated December 18, 1991
between the Registrant and the Mayo Foundation for
Medical Education and Research (3) (8)
10.36 - Exclusive License Agreement dated February 24, 1992
between the Registrant and Purdue Research Foundation (9)
10.37 - License Agreement dated as of February 15, 1992 between
the Registrant and Massachusetts Institute of Technology
(9)
10.38 - Employment Agreement between Progenitor, Inc. and Glenn
Cooper, M.D. dated September 3, 1992 (13)
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10.39 - Employment Agreement between Transcell Technologies, Inc.
and Elizabeth Tallet dated November 11, 1992 and
Guarantee by Registrant (13)
10.40 - Patent and Know-How Sublicense and Supply Agreement
between Registrant and American Cyanamid Company dated
November 19, 1992 (3)(12)
10.41 - Equity Investment Agreement between Registrant and
American Cyanamid Company dated November 19, 1992 (12)
10.42 - Trademark License Agreement between Registrant and
American Cyanamid Company dated November 19, 1992 (12)
10.43 - Consent Agreement between Registrant and Servier dated
November 19,1992 (12)
10.44 - Patent and Know-How License Agreement between Registrant
and Veryfine Products, Inc. dated October 29, 1992 (3)
(14)
10.44(a) - Termination Letter to Registrant from Veryfine Products,
Inc., dated October 30, 1995.
10.45 - Agreement between Registrant and Parexel International
Corporation dated October 22, 1992 (as of July 21, 1992)
(3) (14)
10.46 - License Agreement dated February 9, 1993 between the
Registrant and Massachusetts Institute of Technology (3)
(15)
10.47 - Sublease between Enichem America and Transcell
Technologies, Inc. including guarantee by the Registrant
(15)
10.48 - Employment Agreement dated May 21, 1993 between the
Registrant and Glenn L. Cooper, M.D., as amended (17)
10.49 - License Agreement between Registrant and Elan
Corporation, plc dated September 9, 1993 (3)(18)
10.50 - License Agreement between Transcell Technologies, Inc.
and Princeton University dated October 14, 1993 (3)(18)
10.51 - Letter Agreement between the Registrant and Mark S. Butler
(18)
10.52 - License Agreement dated February 18, 1994 between
Registrant and Rhone-Poulenc Rorer, S.A. (20)
10.54 - Form of Purchase Agreement dated as of February 24, 1994
(20)
10.54(a) - Form of Amendment to Purchase Agreement (20)
10.55 - Patent License Agreement between Registrant and
Massachusetts Institute of Technology dated March 1, 1994
(20)
10.56 - License Agreement between Progenitor, Inc. and Albert
Einstein College of Medicine of Yeshiva University dated
as of February 1,1994 (20)
10.57 - Employment Letter dated February 28, 1994 between the
Registrant and Thomas F. Farb (21)
10.58 - Master Equipment Lease including Schedules and Exhibits
between Phoenix Leasing and Registrant (agreements for
Transcell and Progenitor are substantially identical),
with form of continuing guarantee for each of Transcell
and Progenitor (22)
10.59 - Exhibit D to Agreement between Registrant and Parexel
International Corporation dated as of March 15, 1994.
(3)(22)
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10.60(a) - Acquisition Agreement dated as of May 13, 1994 among the
Registrant, Intercardia, Inc., Cardiovascular Pharmacology
Engineering Consultants, Inc. (CPEC), Myocor, Inc. and the
sellers named therein (23)
10.60(b) - Amendment dated June 15, 1994 to the Acquisition Agreement
(23) 10.60(c) - Form of Consulting Agreement between
Intercardia, Inc., CPEC and Myocor, Inc.(23)
10.61 - License Agreement dated December 6, 1991 between Bristol-
Myers Squibb and CPEC, as amended (3)(23)
10.61(a) - Letter Agreement dated November 18, 1994 between CPEC and
Bristol-Myers Squibb (25)
10.62 - Lease Agreement between Thomas R. Eggers and Progenitor,
Inc. dated as of November 1994 with Registrant guaranty
(25)
10.63 - Form of Stock Purchase Agreement dated December 15, 1994
(25)
10.64 - Form of Investor Rights Agreement among Progenitor,
Transcell, Registrant and each investor in the subsidiary
private placement (25)
10.64(a) - Form of Investor Rights Agreement among Intercardia, the
Registrant and each investor in the Intercardia private
placement (25)
10.65 - 1994 Long-Term Incentive Plan (25)
10.66 - Guarantee by Lindsay A. Rosenwald, M.D. to Registrant
(25)
10.67 - Employment Agreement between Intercardia and Clayton I.
Duncan with Registrant guarantee (25)
10.67(a) - Amendment to Employment Agreement between Intercardia,
Inc. and Clayton I. Duncan (27)
10.68 - Interneuron Pharmaceuticals, Inc. 1995 Employee Stock
Purchase Plan, as amended (27)
10.69 - Office Lease, dated April 24, 1995 between Intercardia,
Inc. and Highwoods/Forsyth Limited Partnership, with
Registrant Guaranty (27)
10.70 - Letter Agreement, dated March 31, 1995 between Progenitor,
Inc.
and Chiron Corporation (3) (28)
10.70(a) - License and Collaboration Agreement by and between
Progenitor, Inc., and Chrion Corporation dated March 31,
1995 (3) (30)
10.71 - Securities Purchase Agreement dated June 2, 1995 between
the Registrant and Reliance Insurance Company, including
Warrant and exhibits (29)
10.72 - Sponsored Research and License Agreement dated as of
May 1, 1995 between Progenitor and Novo Nordisk (3) (30)
10.73 - Form of Stock Purchase Agreement dated as of June 28,
1995 (31)
10.74 - Securities Purchase Agreement dated as of August 16, 1995
between the Registrant and BT Holdings (New York), Inc.,
including Warrant issued to Momint (nominee of BT
Holdings) (32)
10.75 - Stock Purchase Agreement dated as August 23, 1995 between
the Registrant and Paresco, Inc. (32)
10.76 - Stock Purchase Agreement dated as of September 15, 1995
between the Registrant and Silverton International Fund
Limited (32)
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10.77 - Subscription Agreement dated September 21, 1995, as of
August 31, 1995, including Registration Rights Agreement
between Registrant and GFL Advantage Fund Limited. (32)
10.78 - Contract Manufacturing Agreement dated November 20,1995
between Registrant and Boehringer Ingelheim
Pharmaceuticals, Inc. (3)
10.79 - Development and Marketing Collaboration and License
Agreement between Astra Merck, Inc., Intercardia, Inc. and
CPEC, Inc., dated December 4, 1995. (33)
10.80 - Intercompany Services Agreement between Registrant and
Intercardia, Inc. (33)
10.81 - Asset Purchase Agreement dated November 14, 1995 among
Registrant, InterNutria, Inc., and Walden Laboratories,
Inc.
19 - Letter to Stockholders dated May 18, 1994 (24).
20 - News Release dated August 10, 1994 including Rule 135(c)
notice (21)
21 - Subsidiaries of the Registrant
23 - Consent of Coopers & Lybrand L.L.P.
27 - Financial Data Schedule
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(1) Incorporated by reference to the Registrant's registration statement on
Form S-1 (File No. 33- 32408) declared effective on March 8, 1990.
(3) Confidential Treatment requested for a portion of this Exhibit.
(4) Incorporated by reference to the Registrant's Annual Report on Form
10-K for the year ended September 30, 1990.
(6) Incorporated by reference to the Registrant's Quarterly report on Form
10-Q for the nine months ended June 30, 1991.
(7) Incorporated by reference to Post-Effective Amendment No. 2 to the
Registrant's registration statement on Form S-1 (File No. 33-32408) filed
December 18, 1991.
(8) Incorporated by reference to the Registrant's Quarterly Report on Form
10-Q for the three months ended December 31, 1991.
(9) Incorporated by reference to the Registrant's Quarterly Report on Form
10-Q for the three months ended March 31, 1992.
(10) Incorporated by reference to Post-Effective Amendment No. 3 to the
Registrant's registration statement on Form S-1 (File No. 33-32408) filed
July 12, 1992.
(11) Incorporated by reference to the Registrant's Quarterly Report on Form
10-Q for the three months ended June 30, 1992.
(12) Incorporated by reference to the Registrant's Form 8-K dated November 30,
1992.
(13) Incorporated by reference to Post-Effective Amendment No. 5 to the
Registrant's Registration Statement on Form S-1 (File No. 33-32408) filed
on December 21, 1992.
(14) Incorporated by reference to the Registrant's Annual Report on Form
10-K for the fiscal year ended September 30, 1992.
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6
(15) Incorporated by reference to the Registrant's Quarterly Report on Form
10-Q for the three months ended December 31, 1992
(16) Incorporated by reference to the Registrant's Quarterly Report on Form
10-Q for the six months ended March 31, 1993
(17) Incorporated by reference to the Registrant's Quarterly Report on Form
10-Q for the nine months ended June 30, 1993
(18) Incorporated by reference to the Registrant's Annual Report on Form 10-K
for the fiscal year ended September 30, 1993
(19) Incorporated by reference to the Registrant's Quarterly Report on Form
10-Q for the three months ended December 31, 1993.
(20) Incorporated by reference to the Registrant's Registration Statement on
Form S-3 or Amendment No. 1 (File no. 33-75826)
(21) Incorporated by reference to the Registrant's Form 8-K dated March 31,
1994
(22) Incorporated by reference to the Registrant's Quarterly Report on Form
10-Q for the six months ended March 31, 1994
(23) Incorporated by reference to the Registrant's Form 8-K dated June 20, 1994
(24) Incorporated by reference to the Registrant's Quarterly Report on Form
10-Q for the nine months ended June 30, 1994
(25) Incorporated by reference to the Registrant's Annual Report on Form 10-K
for the fiscal year ended September 30, 1994
(26) Incorporated by reference to Registrant's Quarterly Report on Form 10-Q
for the three months ended December 31, 1994
(27) Incorporated by reference to the Registrant's Quarterly Report on From
10-Q for the six months ended March 31, 1995
(28) Incorporated by reference to the Registrant's Quarterly Report on Form
10-Q/A for the six months ended March 31, 1995
(29) Incorporated by reference to the Registrant's Quarterly Report on Form 8-K
dated June 2, 1995
(30) Incorporated by reference to the Registrant's Quarterly Report on Form 8-K
dated May 16, 1995; Exhibit 10.70 (a) supersedes Exhibit 10.70.
(31) Incorporated by reference to Registrant's Quarterly Report on Form 10-Q
for the nine months ended June 30, 1995.
(32) Incorporated by referring to Registrant's Report on Form 8-K dated August
16, 1995.
(33) Incorporated by reference to Registration Statement filed on Form S-1 (No.
33-80219) by Intercardia, Inc. on December 8, 1995.
(b) Reports on Form 8-K
The Company filed reports on Form 8-K dated August 16, 1995 and
September 28, 1995.
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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 hereunto duly authorized.
INTERNEURON PHARMACEUTICALS, INC.
/s/ Glenn L. Cooper
----------------------------------
Glenn L. Cooper, M.D.
President and Chief Executive Officer
Dated: March 13, 1996
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EXHIBIT INDEX
3.4 - Restated Certificate of Incorporation of Registrant (17)
3.5 - By-Laws of Registrant (1)
4.2 - Form of Warrant Agreement (1)
4.4 - Certificate of Designation establishing Series C Preferred
Stock (17)
4.5 - Warrant issued to Elan Corporation, plc (19)
4.6 - Form of Registrant Warrant issued in subsidiary private
placement (25)
4.7 - Form of Registrant Warrant to be issued to Paramount Capital,
Inc., D.H. Blair & Co., Inc. or designees (25)
10.5 (a) - Consultant and Non-competition Agreement between the
Registrant, Richard Wurtman, M.D.
10.5 (b) - Consultant and Non-competition Agreement between
InterNutria, Inc. and Judith Wurtman, Ph.D.
10.6 - Assignment of Invention and Agreement between Richard
Wurtman, M.D., Judith Wurtman and the Registrant (1)
10.7 - Management Agreement between the Registrant and Lindsay
Rosenwald, M.D. (1)
10.9(a) - Restated and Amended 1989 Stock Option Plan (7)
10.10 - Form of Indemnification Agreement (1)
10.11 - Restated Amendment to MIT Option Agreement (1)
10.12(a) - Patent and Know-How License Agreement between the
Registrant and Les Laboratoires Servier ("Servier") dated
February 7, 1990 ("License Agreement") (1)
10.12(b) - Revised Appendix A to License Agreement (1)
10.12(c) - Amendment Agreement between Registrant and Servier, Orsem and
Oril, Produits Chimiques dated November 19,1992(3)(12)
10.12(d) - Amendment Agreement dated April 28, 1993 between Registrant
and Servier (16)
10.12 (e) - Consent and Amendment Agreement among Servier, American Home
- Products Corp. and Registrant.
10.13 - Trademark License Agreement between the Registrant and
Orsem dated February 7, 1990 (1)
10.14 - Supply Agreement between the Registrant and Oril Products
Chimiques dated February 7, 1990 (1)(3)
10.15(a) - Form of Indemnification Agreement between the Registrant and
Alexander M. Haig, Jr. (1)
10.16 - Assignment of Invention by Richard Wurtman, M.D. (1)
10.18 - Option Agreement between the Registrant and Alexander M.
Haig, Jr. (1)
10.19 - Option Agreement between the Registrant and Fountainhead
Holdings (Bermuda) Ltd. (1)
10.22(a) - License Agreement dated January 15, 1993, as amended,
between the Registrant and Group Ferrer (3)(16)
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10.25 - License Agreement between the Registrant and the
Massachusetts Institute of Technology (4)
10.27 - License Agreement dated July 1, 1991 between Whitby
Research, Inc. and the Registrant (6)
10.28 - Letter Agreement between the Registrant and Bobby W.
Sandage, Jr., Ph.D. (7)
10.29 - Amended Lease dated December 12, 1991 for Registrant's
offices in Lexington, Massachusetts (7)
10.29(a) - First Amendment to Lease dated as of October 14, 1994
between Registrant and Ledgemont Realty Trust (25)
10.30 - License Agreement dated January 1, 1992 between the Trustees
of Princeton University and the Registrant (3)(8)
10.31 - Research Agreement dated as of July 1, 1991 between the
Registrant and the Trustees of Princeton University (3)(8)
10.32 - Consulting Agreement dated as of July 1, 1991 between the
Registrant and Daniel Kahne, Ph.D. (3)(8)
10.33 - License Agreement dated January 28, 1992 between Ohio
University, The Castle Group, Inc. and Scimark Corporation
(assigned to Progenitor, Inc.) (3)(8)
10.34 - Sponsored Research Agreement between Scimark Corporation
(assigned to Progenitor, Inc.) and Ohio University (3)(8)
10.34(a) - Letter Amendment between Progenitor, Inc. and Ohio
University (18)
10.35 - Technology License Contract dated December 18, 1991 between
the Registrant and the Mayo Foundation for Medical Education
and Research (3) (8)
10.36 - Exclusive License Agreement dated February 24, 1992 between
the Registrant and Purdue Research Foundation (9)
10.37 - License Agreement dated as of February 15, 1992 between
the Registrant and Massachusetts Institute of Technology (9)
10.38 - Employment Agreement between Progenitor, Inc. and Glenn
Cooper, M.D. dated September 3, 1992 (13)
10.39 - Employment Agreement between Transcell Technologies, Inc.
and Elizabeth Tallet dated November 11, 1992 and Guarantee
by Registrant (13) 10.40 - Patent and Know-How Sublicense and
Supply Agreement between Registrant and American Cyanamid
Company dated November 19, 1992 (3)(12) 10.41 - Equity
Investment Agreement between Registrant and American
Cyanamid Company dated November 19, 1992 (12)
10.42 - Trademark License Agreement between Registrant and American
Cyanamid Company dated November 19, 1992 (12)
10.43 - Consent Agreement between Registrant and Servier dated
November 19,1992 (12)
10.44 - Patent and Know-How License Agreement between Registrant \
and Veryfine Products, Inc. dated October 29, 1992 (3) (14)
10.44(a) - Termination Letter to Registrant from Veryfine Products,
Inc., dated October 30, 1995.
10.45 - Agreement between Registrant and Parexel International
Corporation dated October 22, 1992 (as of July 21, 1992) (3)
(14)
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10.46 - License Agreement dated February 9, 1993 between the
Registrant and Massachusetts Institute of Technology (3)(15)
10.47 - Sublease between Enichem America and Transcell Technologies,
Inc. including guarantee by the Registrant (15)
10.48 - Employment Agreement dated May 21, 1993 between the
Registrant and Glenn L. Cooper, M.D., as amended (17)
10.49 - License Agreement between Registrant and Elan Corporation,
plc dated September 9, 1993 (3)(18)
10.50 - License Agreement between Transcell Technologies, Inc. and
Princeton University dated October 14, 1993 (3)(18)
10.51 - Letter Agreement between the Registrant and Mark S. Butler
(18)
10.52 - License Agreement dated February 18, 1994 between Registrant
and Rhone-Poulenc Rorer, S.A. (20)
10.54 - Form of Purchase Agreement dated as of February 24, 1994 (20)
10.54(a) - Form of Amendment to Purchase Agreement (20)
10.55 - Patent License Agreement between Registrant and Massachusetts
Institute of Technology dated March 1, 1994 (20)
10.56 - License Agreement between Progenitor, Inc. and Albert
Einstein College of Medicine of Yeshiva University dated as
of February 1,1994 (20)
10.57 - Employment Letter dated February 28, 1994 between the
Registrant and Thomas F. Farb (21)
10.58 - Master Equipment Lease including Schedules and Exhibits
between Phoenix Leasing and Registrant (agreements for
Transcell and Progenitor are substantially identical), with
form of continuing guarantee for each of Transcell and
Progenitor (22)
10.59 - Exhibit D to Agreement between Registrant and Parexel
International Corporation dated as of March 15, 1994. (3)(22)
10.60(a) - Acquisition Agreement dated as of May 13, 1994 among the
Registrant, Intercardia, Inc., Cardiovascular Pharmacology
Engineering Consultants, Inc. (CPEC), Myocor, Inc. and the
sellers named therein (23)
10.60(b) - Amendment dated June 15, 1994 to the Acquisition Agreement
(23)
10.60(c) - Form of Consulting Agreement between Intercardia, Inc., CPEC
and Myocor, Inc.(23)
10.61 - License Agreement dated December 6, 1991 between Bristol-
Myers Squibb and CPEC, as amended (3)(23)
10.61(a) - Letter Agreement dated November 18, 1994 between CPEC and
Bristol-Myers Squibb (25)
10.62 - Lease Agreement between Thomas R. Eggers and Progenitor,
Inc. dated as of November 1994 with Registrant guaranty (25)
10.63 - Form of Stock Purchase Agreement dated December 15, 1994 (25)
10.64 - Form of Investor Rights Agreement among Progenitor,
Transcell, Registrant and each investor in the subsidiary
private placement (25)
10.64(a) - Form of Investor Rights Agreement among Intercardia, the
Registrant and each investor in the Intercardia private
placement (25)
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10.65 - 1994 Long-Term Incentive Plan (25)
10.66 - Guarantee by Lindsay A. Rosenwald, M.D. to Registrant (25)
10.67 - Employment Agreement between Intercardia and Clayton I.
Duncan with Registrant guarantee (25)
10.67(a) - Amendment to Employment Agreement between Intercardia, Inc.
and Clayton I. Duncan (27)
10.68 - Interneuron Pharmaceuticals, Inc. 1995 Employee Stock
Purchase Plan, as amended (27)
10.69 - Office Lease, dated April 24, 1995 between Intercardia, Inc.
and Highwoods/Forsyth Limited Partnership, with Registrant
Guaranty (27)
10.70 - Letter Agreement, dated March 31, 1995 between Progenitor,
Inc. and Chiron Corporation (3) (28)
10.70 (a) - License and Collaboration Agreement by and between
Progenitor, Inc., and Chrion Corporation dated March 31, 1995
(3) (30)
10.71 - Securities Purchase Agreement dated June 2, 1995 between the
Registrant and Reliance Insurance Company, including Warrant
and exhibits (29)
10.72 - Sponsored Research and License Agreement dated as of May 1,
1995 between Progenitor and Novo Nordisk (3) (30)
10.73 - Form of Stock Purchase Agreement dated as of June 28, 1995
(31)
10.74 - Securities Purchase Agreement dated as of August 16, 1995
between the Registrant and BT Holdings (New York), Inc.,
including Warrant issued to Momint (nominee of BT Holdings)
(32)
10.75 - Stock Purchase Agreement dated as August 23, 1995 between the
Registrant and Paresco, Inc. (32)
10.76 - Stock Purchase Agreement dated as of September 15, 1995
between the Registrant and Silverton International Fund
Limited (32)
10.77 - Subscription Agreement dated September 21, 1995, as of
August 31, 1995, including Registration Rights Agreement
between Registrant and GFL Advantage Fund Limited. (32)
10.78 - Contract Manufacturing Agreement dated November 20,1995
between Registrant and Boehringer Ingelheim Pharmaceuticals,
Inc. (3) 10.79 - Development and Marketing Collaboration and
License Agreement between Astra Merck, Inc., Intercardia,
Inc. and CPEC, Inc., dated December 4, 1995. (33)
10.80 - Intercompany Services Agreement between Registrant and
Intercardia, Inc. (33)
10.81 - Asset Purchase Agreement dated November 14, 1995 among
Registrant, InterNutria, Inc., and Walden Laboratories, Inc.
19 - Letter to Stockholders dated May 18, 1994 (24).
20 - News Release dated August 10, 1994 including Rule 135(c)
notice (21)
21 - Subsidiaries of the Registrant
23 - Consent of Coopers & Lybrand L.L.P.
27 - Financial Data Schedule
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(1) Incorporated by reference to the Registrant's registration statement on
Form S-1 (File No. 33- 32408) declared effective on March 8, 1990.
(3) Confidential Treatment requested for a portion of this Exhibit.
(4) Incorporated by reference to the Registrant's Annual Report on Form
10-K for the year ended September 30, 1990.
(6) Incorporated by reference to the Registrant's Quarterly report on Form
10-Q for the nine months ended June 30, 1991.
(7) Incorporated by reference to Post-Effective Amendment No. 2 to the
Registrant's registration statement on Form S-1 (File No. 33-32408) filed
December 18, 1991.
(8) Incorporated by reference to the Registrant's Quarterly Report on Form
10-Q for the three months ended December 31, 1991.
(9) Incorporated by reference to the Registrant's Quarterly Report on Form
10-Q for the three months ended March 31, 1992.
(10) Incorporated by reference to Post-Effective Amendment No. 3 to the
Registrant's registration statement on Form S-1 (File No. 33-32408) filed
July 12, 1992.
(11) Incorporated by reference to the Registrant's Quarterly Report on Form
10-Q for the three months ended June 30, 1992.
(12) Incorporated by reference to the Registrant's Form 8-K dated November 30,
1992.
(13) Incorporated by reference to Post-Effective Amendment No. 5 to the
Registrant's Registration Statement on Form S-1 (File No. 33-32408) filed
on December 21, 1992.
(14) Incorporated by reference to the Registrant's Annual Report on Form
10-K for the fiscal year ended September 30, 1992.
(15) Incorporated by reference to the Registrant's Quarterly Report on Form
10-Q for the three months ended December 31, 1992
(16) Incorporated by reference to the Registrant's Quarterly Report on Form
10-Q for the six months ended March 31, 1993
(17) Incorporated by reference to the Registrant's Quarterly Report on Form
10-Q for the nine months ended June 30, 1993
(18) Incorporated by reference to the Registrant's Annual Report on Form 10-K
for the fiscal year ended September 30, 1993
(19) Incorporated by reference to the Registrant's Quarterly Report on Form
10-Q for the three months ended December 31, 1993.
(20) Incorporated by reference to the Registrant's Registration Statement on
Form S-3 or Amendment No. 1 (File no. 33-75826)
(21) Incorporated by reference to the Registrant's Form 8-K dated March 31,
1994
(22) Incorporated by reference to the Registrant's Quarterly Report on Form
10-Q for the six months ended March 31, 1994
(23) Incorporated by reference to the Registrant's Form 8-K dated June 20, 1994
(24) Incorporated by reference to the Registrant's Quarterly Report on Form
10-Q for the nine months ended June 30, 1994
(25) Incorporated by reference to the Registrant's Annual Report on Form 10-K
for the fiscal year ended September 30, 1994
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5
(26) Incorporated by reference to Registrant's Quarterly Report on Form 10-Q
for the three months ended December 31, 1994
(27) Incorporated by reference to the Registrant's Quarterly Report on From
10-Q for the six months ended March 31, 1995
(28) Incorporated by reference to the Registrant's Quarterly Report on Form
10-Q/A for the six months ended March 31, 1995
(29) Incorporated by reference to the Registrant's Quarterly Report on Form
8-K dated June 2, 1995
(30) Incorporated by reference to the Registrant's Quarterly Report on Form
8-K dated May 16, 1995; Exhibit 10.70 (a) supersedes Exhibit 10.70.
(31) Incorporated by reference to Registrant's Quarterly Report on Form 10-Q
for the nine months ended June 30, 1995.
(32) Incorporated by referring to Registrant's Report on Form 8-K dated
August 16, 1995.
(33) Incorporated by reference to Registration Statement filed on Form S-1
(No. 33-80219) by Intercardia, Inc. on December 8, 1995.
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6