1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
--------------------------------------------------
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 0-15190
Oncogene Science, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3159796
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
106 Charles Lindbergh Boulevard, Uniondale, New York 11553
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
516-222-0023
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
(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:
At July 31, 1997 the registrant had outstanding 22,220,455 shares of common
stock $.01 par value.
2
ONCOGENE SCIENCE, INC. AND SUBSIDIARIES
CONTENTS
Page No.
--------
PART I - FINANCIAL INFORMATION - UNAUDITED.......................................3
Item 1. Financial Statements
Consolidated Balance Sheets
- June 30, 1997 and September 30, 1996..................................3
Consolidated Statements of Operations
- Three months ended June 30, 1997 and 1996.............................5
Consolidated Statements of Operations
- Nine months ended June 30, 1997 and 1996..............................6
Consolidated Statements of Cash Flows
- Nine months ended June 30, 1997 and 1996..............................7
Notes to Consolidated Financial Statements..............................9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations....................................11
PART II - OTHER INFORMATION.....................................................15
Item 1. Legal Proceedings......................................................15
Item 2. Changes in Securities..................................................15
Item 3. Defaults Upon Senior Securities........................................15
Item 4. Submission of Matters to a Vote of Security Holders....................15
Item 5. Other Information......................................................15
Item 6. Exhibits and Reports on Form 8-K.......................................17
SIGNATURES......................................................................18
EXHIBIT INDEX...................................................................19
3
PART I. FINANCIAL INFORMATION - UNAUDITED
ITEM 1. FINANCIAL STATEMENTS
ONCOGENE SCIENCE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30, September 30,
Assets 1997 1996
- ------ -------- -------------
(unaudited)
Current assets:
Cash and cash equivalents $ 6,698,198 $13,409,866
Short-term investments 27,350,499 34,132,879
Receivables, including
trade receivables of $275,533 and
$215,201 at June 30,1997 and
September 30, 1996, respectively 1,054,427 2,031,950
Interest receivable 439,564 480,050
Grants receivable 278,118 331,014
Prepaid expenses and other 1,300,939 623,827
----------- -----------
Total current assets 37,121,745 51,009,586
----------- -----------
Property, equipment and leasehold
improvements - net 7,370,792 6,495,112
Compound library assets - net 6,822,076 5,048,584
Loans to officers and employees 34,660 37,342
Other assets 944,971 300,949
Intangible assets - net 9,549,927 10,645,481
----------- -----------
$61,844,171 $73,537,054
=========== ===========
Liabilities and Stockholders' Equity
- ------------------------------------
Current liabilities:
Accounts payable and accrued expenses $ 3,498,302 $ 3,686,638
Current portion of unearned revenue 642,409 141,541
----------- -----------
Total current liabilities 4,140,711 3,828,179
----------- -----------
Other liabilities:
Long-term portion of unearned revenue 61,504 104,497
Loan payable 181,487 83,244
Deferred acquisition costs 620,766 590,675
Accrued postretirement benefits cost 756,396 643,500
----------- -----------
Total liabilities 5,760,864 5,250,095
----------- -----------
(continued)
-3-
4
ONCOGENE SCIENCE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (CONTINUED)
June 30, September 30,
Liabilities and Stockholders' Equity (cont'd) 1997 1996
- ------------------------------------ -------- -------------
(unaudited)
Stockholders' equity:
Common stock, $.01 par value;
50,000,000 shares authorized,
22,220,455 and 22,175,214
issued and outstanding at
June 30, 1997 and
September 30, 1996, respectively 222,205 221,752
Additional paid-in capital 104,582,524 104,347,231
Accumulated deficit (42,361,301) (36,071,476)
Cumulative translation adjustments (32,855) (5,355)
Unrealized holding loss on
short-term investments (42,400) (205,193)
Treasury stock, at cost 897,838 shares at
June 30, 1997 (6,284,866) --
------------- -------------
Total stockholders' equity 56,083,307 68,286,959
------------- -------------
Commitments and contingencies
$ 61,844,171 $ 73,537,054
============= =============
See accompanying notes to consolidated financial statements.
-4-
5
ONCOGENE SCIENCE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended
June 30,
-----------------------------
1997 1996
------------ ------------
Revenues:
Collaborative program revenues,
principally from related parties $ 3,082,993 $ 1,877,059
Other research revenue 500,448 312,085
------------ ------------
3,583,441 2,189,144
------------ ------------
Expenses:
Research and development 4,430,170 3,497,585
Selling, general and administrative 1,849,149 1,323,156
Amortization of intangibles 365,188 363,189
------------ ------------
6,644,507 5,183,930
------------ ------------
Loss from operations (3,061,066) (2,994,786)
Other income(expense):
Net investment income 480,520 732,393
Other (24,140) (12,992)
------------ ------------
Net loss $ (2,604,686) $ (2,275,385)
============ ============
Weighted average number of shares
of common stock outstanding 21,299,407 21,452,937
============ ============
Net loss per weighted share of
common stock outstanding $ (.12) $ (.11)
============ ============
See accompanying notes to consolidated financial statements.
-5-
6
ONCOGENE SCIENCE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Nine Months Ended
June 30,
-----------------
1997 1996
------------ ------------
Revenues:
Collaborative program revenues,
principally from related parties $ 9,563,656 $ 6,163,166
Other research revenue 1,502,029 848,439
------------ ------------
11,065,685 7,011,605
------------ ------------
Expenses:
Research and development 12,374,413 9,414,556
Selling, general and administrative 5,435,527 4,036,059
Amortization of intangibles 1,095,554 1,089,566
------------ ------------
18,905,494 14,540,181
------------ ------------
Loss from operations (7,839,809) (7,528,576)
Other income (expense):
Net investment income 1,617,505 1,487,458
Other (67,521) 1,611
------------ ------------
Net loss $ (6,289,825) $ (6,039,507)
============ ============
Weighted average number of shares
of common stock outstanding 21,699,641 18,967,524
============ ============
Net loss per weighted share of
common stock outstanding $ (.29) $ (.32)
============ ============
See accompanying notes to consolidated financial statements.
-6-
7
ONCOGENE SCIENCE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ended
June 30,
-----------------
1997 1996
------------ ------------
Cash flows from operating activities:
Net loss $ (6,289,825) $ (6,039,507)
Adjustments to reconcile net loss
to net cash used by operating activities:
Gain (loss) on sale of investments 16,775 (61,276)
Depreciation and amortization 1,942,874 1,133,566
Amortization of intangibles 1,095,554 1,079,155
Foreign exchange (gain) loss (27,500) 55,669
Changes in assets and liabilities:
Receivables 977,523 (2,164,992)
Interest receivable 40,486 (200,668)
Grants receivable 52,896 (56,942)
Prepaid expenses and other (677,112) (295,590)
Other receivables -- 262,703
Other assets (644,022) (127,963)
Accounts payable
and accrued expenses (188,336) (232,460)
Unearned revenue 457,875 (143,014)
Accrued postretirement
benefits cost 112,896 102,504
------------ ------------
Net cash used by
operating activities $ (3,129,916) $ (6,688,815)
------------ ------------
Cash flows from investing activities:
Additions to short-term
investments $ (3,942,582) $(18,489,093)
Maturities and sales of short-term
investments 10,870,979 11,286,155
Additions to Compound Library (99,624) --
Acquisition of MYCOsearch -- (1,862,247)
Additions to property,
equipment and leasehold
improvements (1,992,422) (716,392)
Net change in loans to officers
and employee 2,683 173
------------ ------------
Net cash provided by (used in)
investing activities $ 4,839,034 $ (9,781,404)
------------ ------------
(continued)
-7-
8
ONCOGENE SCIENCE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(UNAUDITED)
Nine Months Ended
June 30,
-----------------
1997 1996
------------ -----------
Cash flows from financing activities:
Net proceeds from issuance
of common stock $ -- $30,329,484
Proceeds from exercise
of stock options and
employee stock purchase plan 200,880 1,630,614
Net proceeds from loans payable 98,243 --
Other 30,091 --
Purchase of treasury stock (8,750,000) --
------------ -----------
Net cash (used in) provided by
financing activities $ (8,420,786) $31,960,098
Net (decrease) increase in cash
and cash equivalents (6,711,668) 15,489,879
Cash and cash equivalents at
beginning of period 13,409,866 17,919,609
------------ -----------
Cash and cash equivalents
at end of period $ 6,698,198 $33,409,488
============ ===========
Non-cash transactions:
Issuance of treasury stock for
acquisition of license to the Dow
Compound Library $ 2,500,000 --
============ ===========
Issuance of common stock, including
treasury stock, and warrants
for acquisition of MYCOsearch $ -- $ 3,433,000
Liabilities assumed with acquisition
of MYCOsearch -- 225,170
------------ -----------
$ -- $ 3,658,170
============ ===========
See accompanying notes to consolidated financial statements.
-8-
9
ONCOGENE SCIENCE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1) Basis of Presentation
In the opinion of management, the accompanying unaudited consolidated financial
statements contain all adjustments (consisting of only normal recurring
accruals) necessary to present fairly the financial position of Oncogene
Science, Inc. and its subsidiaries (the "Company") as of June 30, 1997 and
September 30, 1996, its results of operations for the three and nine months
ended June 30, 1997 and 1996 and its cash flows for the nine months ended June
30, 1997 and 1996. Certain reclassifications have been made to the prior period
financial statements to conform them to the current presentation.
It is recommended that these consolidated financial statements be read in
conjunction with the consolidated financial statements and notes thereto in the
Company's 1996 Annual Report on Form 10-K.
Results for interim periods are not necessarily indicative of results for the
entire year.
Net loss per share of common stock outstanding is based on the weighted average
number of shares outstanding. Common share equivalents (stock options) are not
included in the computation for the three months and nine months ended June 30,
1997 and 1996 since their inclusion would be anti-dilutive.
(2) Treasury Stock
On February 18, 1997, the Company repurchased all 1.25 million shares of the
Company's common stock held by Becton, Dickinson and Company ("Becton") for an
aggregate price of $8.75 million. The Company's collaborative research agreement
with Becton had ended on its scheduled expiration date of September 30, 1996.
See Note (3).
(3) Compound Library License
On March 18, 1997, the Company entered into a license agreement with The Dow
Chemical Company ("Dow") giving the Company exclusive worldwide rights to use
more than 140,000 compounds for screening and potential development of small
molecule drugs and cosmeceuticals. The initial payment for the license was
approximately 350,000 shares of the Company's common stock. Dow is also entitled
to royalty payments from any new drug products that may result from the
screening of the compound library. The common stock issued to Dow was from the
shares held in treasury as a result of the Becton repurchase. The Company will
amortize the license agreement cost on a straight-line basis over a five-year
period, which represents the estimated period over which the compounds will be
used in the Company's research and development efforts.
-9-
10
(4) Subsequent Events
In July, 1997, the Company, Cold Spring Harbor Laboratory and Hoffman-La Roche
Inc.("Roche") formed Helicon Therapeutics, Inc., a new Delaware corporation
("Helicon"). In exchange for 28% of Helicon's outstanding capital stock, the
Company will contribute to Helicon $1 million of molecular screening services
and a royalty-free, nonexclusive license with respect to certain screening
technology. The molecular screening services are to be performed within one
year. The parties have entered into various collaborative research and license
agreements pursuant to which they will jointly pursue the discovery,
development and commercialization of novel drugs for the treatment of long-term
memory disorders and other central nervous system dysfunctions. All research
activities conducted by the Company pursuant to this program beyond its $1
million capital contribution will be funded by Helicon (which will receive the
funding from Roche). See "Formation of Helicon Therapeutics, Inc." under Item 5
of this Report.
-10-
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THREE AND NINE MONTHS ENDED JUNE 30, 1997 AND 1996
REVENUES
Revenues for the three and nine months ended June 30, 1997 were approximately
$3.6 million and $11.1 million, respectively, representing increases of $1.4
million and $4.1 million or 64% and 58%, respectively, compared to revenues of
$2.2 million and $7.0 million, respectively, reported for the three and nine
months ended June 30, 1996. Collaborative program revenues increased
approximately $1.2 million and $3.4 million or 64% and 55%, respectively. This
was largely due to new collaborative research and license agreements with each
of: (1) Hoechst Marion Roussel, Inc. ("HMRI"), to develop orally active, small
molecule drugs for the treatment of chronic anemia; (2) Sankyo Company,
Ltd.("Sankyo") of Japan to discover and develop novel pharmaceutical products to
treat influenza; and (3) Bayer Corporation ("Bayer") for the continuing
development of serum-based cancer diagnostics. Included in the revenue for the
nine-month period was a $1.0 million initiation fee from HMRI in connection with
the chronic anemia program which was recorded in the quarter ended March 31,
1997. The increase in revenues was partially offset by a decrease in revenues
related to the completion on December 31, 1996 of the funded discovery phase of
the Company's collaborative program with Wyeth-Ayerst Laboratories relating to
the discovery and development of drugs for the treatment of diabetes and
osteoporosis. Other research revenues, representing primarily service revenue
from the pharmaceutical division of the Company's Aston Molecules Ltd. ("Aston")
subsidiary and government and other grants, increased approximately $188,000 and
$654,000, respectively. The increases were due to the inclusion of the service
revenues of Aston, which the Company acquired in September 1996. Aston's service
business is supplemental to the Company's internal medicinal chemistry
operations.
EXPENSES
The Company's operating expenses increased by approximately $1.5 million and
$4.4 million or 28% and 30%, respectively, for the three and nine months ended
June 30, 1997, compared to the three and nine months ended June 30, 1996.
Research and development expenses increased approximately $0.9 million and $3.0
million or 27% and 31%, respectively. This increase was attributable in part to
the expansion of the Company's joint ventures with BioChem Pharma
(International) Inc. ("BioChem Pharma") and Anaderm Corporation, and the new
collaborative agreements with Sankyo and HMRI. Although the Company incurred
expense in connection with its serum-based cancer diagnostics collaboration with
Bayer, these expenses generally were offset (relative to the comparable periods
in the prior fiscal year) by the elimination of expenditures with respect to the
Company's former tissue-based cancer diagnostics collaboration with Becton,
which expired on September 30, 1996. Also contributing to the increase in
expenses were costs associated with the expansion of the
-11-
12
Company's natural products discovery and medicinal chemistry operations at its
MYCOsearch, Inc. ("MYCOsearch") and Aston subsidiaries as well as amortization
of MYCOsearch's library of fungal cultures. The Company acquired MYCOsearch in
April 1996. Selling, general and administrative expenses increased approximately
$526,000 and $1,399,000, respectively. These increases were primarily related to
the expenses associated with the Company's recent corporate development
activities and the general and administrative costs associated with the
Company's recently acquired subsidiaries.
OTHER INCOME AND EXPENSE
Investment income decreased approximately $252,000 or 34% and increased
approximately $130,000 or 9%, respectively, for the three and nine months ended
June 30, 1997 compared to the three and nine months ended June 30, 1996. The
decrease for the three-month period relates to the decrease in the principal
balance invested. The increase for the nine-month period was largely due to the
investment of the proceeds of approximately $30.3 million from the Company's
public sale of common stock in April 1996.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 1997, working capital (representing primarily cash, cash equivalent
and short-term investments) aggregated approximately $33.0 million. The Company
is dependent upon collaborative research revenues, government research grants,
interest income and cash balances, and will remain so until products developed
from its technology are successfully commercialized.
Effective as of April 1, 1997, the Company and HMRI entered into an agreement
that consolidated and extended the separate collaborative programs previously
formed between the Company and each of Hoechst AG ("Hoechst"), Hoechst Roussel
Pharmaceuticals, Inc. ("HRPI") and Marion Merrell Dow Inc. In accordance with
this agreement, HMRI is to provide up to $12.5 million in research funding
through March 31, 2002.
The Company commenced a serum-based cancer diagnostic products research
collaboration with Bayer in January 1997. Bayer is to provide annual research
funding of $1.5 million for the first two years of this five-year program and
$1.0 million for each subsequent year.
In connection with the formation of Helicon in July 1997, the Company will
contribute $1 million of molecular screening services to Helicon through
approximately July 1998. Helicon is to provide research funding to the Company
for the second and third years of the initial three-year term of this program.
See "Formation of Helicon Therapeutics, Inc." under Item 5 of this Report.
The Company believes that with the funding from its collaborative research
programs, government research grants, interest income, and cash balances, its
financial resources are adequate for its operations for approximately the next
four years based on its current business
-12-
13
plan even if no milestone payments or royalties are received during this period.
However, the Company's capital requirements may vary as a result of a number of
factors, including, but not limited to, competitive and technological
developments, funds required for further expansion or enhancement of the
Company's technology platform, (including possible additional joint ventures,
collaborations and acquisitions), potential milestone payments, and the time and
expense required to obtain governmental approval of products, some of which
factors are beyond the Company's control.
One of the Company's strategic objectives is to manage its financial resources
and the growth of its drug discovery and development programs so as to balance
its proprietary efforts and co-ventures with its funded collaborations. In
pursuing this objective, the Company in fiscal 1997 has expanded the scope of
its discovery and development activities without significantly increasing its
rate of cash consumption. An example of this was the conversion of the
Company's chronic anemia program from an exclusively proprietary effort to a
funded collaboration with HMRI in the second quarter of fiscal 1997. This made
additional resources formerly allocated to the proprietary chronic anemia
program available for other proprietary programs and co-ventures without
requiring an increase in the rate of cash consumption. The Company expects to
continue its current level of expenditures and capital investment over the next
several years to enhance its drug discovery technologies, pursue internal
proprietary drug discovery programs, and to commit resources to co-ventures
with pharmaceutical companies.
Examples of the Company's co-ventures with pharmaceutical companies include the
formation of Helicon in July 1997 with Cold Spring Harbor Laboratory and Roche,
the formation of Anaderm Research Corporation in April 1996 with Pfizer Inc.
and New York University, the Company's co-ventures with BioChem Pharma, which
commenced in May 1996, and with Sepracor, Inc., which commenced in March 1997.
Generally the Company expects to commit greater resources to such programs in
exchange for greater commercialization rights, as compared to its traditional
collaborative research programs in which the Company receives research funding
and royalties on sales of commercialized products. If the developmental
activities on which one or more of these ventures are focused are successful,
then the Company will be required to make substantial additional capital
investment in such venture(s) in order to maintain its percentage
participation.
There can be no assurance that scheduled payments will be made by third parties,
that current agreements will not be canceled, that government research grants
will continue to be received at current levels, that milestone payments will be
made, or that unanticipated events requiring the expenditure of funds will not
occur. Further, there can be no assurance that the Company will be able to
obtain any additional required funds on acceptable terms, if at all.
Failure to obtain additional funds when required would have a material adverse
effect on the Company's business, financial condition and results of operations.
-13-
14
FORWARD LOOKING STATEMENTS
A number of the matters and subject areas discussed in this report that are not
historical or factual deal with potential future circumstances and developments.
The discussion of such matters and subject areas is qualified by the inherent
risks and uncertainties surrounding future expectations generally, and such
discussion may materially differ from the Company's actual future experience
involving any one or more of such matters and subject areas. The discussions
contained herein that may deal with potential future circumstances and
developments are subject generally to other risks and uncertainties that are
described from time to time in the Company's reports and registration statements
filed with the Securities and Exchange Commission.
-14-
15
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable.
ITEM 2. CHANGES IN SECURITIES
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
FORMATION OF HELICON THERAPEUTICS, INC.
In July 1997, the Company, Cold Spring Harbor Laboratory and Hoffman-La Roche
Inc.("Roche") formed Helicon Therapeutics, Inc., a new Delaware corporation
("Helicon"). In exchange for approximately 28% of Helicon's outstanding capital
stock, the Company will contribute to Helicon $1 million of molecular screening
services and a royalty-free, nonexclusive license with respect to certain
screening technology. Such services are to be performed within one year. Cold
Spring Harbor Laboratory contributed a royalty-free license to commercialize
certain technology relating to genes associated with long-term memory in
exchange for a portion of Helicon's outstanding capital stock. Roche contributed
cash for a portion of Helicon's outstanding capital stock. Certain individuals
associated with Cold Spring Harbor Laboratory hold the remaining outstanding
capital stock of Helicon.
The parties have entered into various collaborative research and license
agreements pursuant to which they will jointly pursue the discovery, development
and commercialization of novel drugs for the treatment of long-term memory
disorders and other central nervous system dysfunctions. The initial term of the
collaborative program is three years, commencing as of July 1, 1997, subject to
extension for successive one-year periods upon agreement of the parties. Roche,
however, will have the right to terminate the program at the end of the second
year, or otherwise if certain milestones identified by the research committee
are not achieved. The Company and Cold Spring Harbor Laboratory are to conduct
research under the program, which will be funded by Helicon (except for the $1
million of molecular screening the Company is contributing to Helicon). Helicon
is to receive this funding from Roche, up to a maximum of $1.35 million in year
one (excluding the Company's contribution) and $2.85 million in year two. If the
program is not previously terminated, Roche is to provide a
-15-
16
minimum of $2 million in funding for the third year of the program, with the
actual amount to be determined by a research committee established to oversee
the collaborative program. Roche is obligated to use reasonably diligent efforts
to commercialize products derived from the program.
Helicon has granted to Roche a worldwide license to commercialize pharmaceutical
products resulting from the collaborative program in exchange for certain
milestone payments and royalties on Roche's sales of such products. Each of
Helicon, the Company, Cold Spring Harbor Laboratory and Roche have various
rights and obligations to prosecute and maintain patent rights related to
specified developments and areas of the research under the collaborative
program. Helicon is prohibited from independently conducting or sponsoring
research related to the objectives of this collaborative program.
ALLIANCE WITH XENOMETRIX, INC.
On June 27, 1997, the Company and Xenometrix, Inc. entered into an agreement
pursuant to which they will jointly seek a corporate partner to fund a
technology collaboration for the development of automated systems to generate
and analyze certain data relating to toxicological, metabolic and undesirable
systemic effects of drug candidates. The parties have cross licensed certain of
their respective assay technologies on a worldwide, royalty-free, nonexclusive
basis. The agreement is for a period of nine months, with automatic successive
three month renewal periods. Each party is prohibited from negotiating
independently with any potential corporate partner with respect to the subject
matter of this agreement without the consent of the other party. No assurance
can be given that the parties will identify or contract with an appropriate
corporate partner.
-16-
17
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
3.1 Certificate of Incorporation, as amended (1)
3.2 By-Laws, as amended (1)
*10.1 Amended and Restated Collaborative Research and License Agreement
effective as of April 1, 1997, by and among the Company, Hoechst
Marion Roussel, Inc. and Hoechst Aktiengesellschaft
27 Financial Data Schedule
- -------------------
(1) Included as an exhibit to the Company's registration statement on
Form S-3 (File No. 333-937) initially filed on February 14, 1996,
and incorporated herein by reference.
* Portions of this exhibit have been redacted and are the subject of
a confidential treatment request filed with the Secretary of the
Securities and Exchange Commission pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.
(B) REPORTS ON FORM 8-K
Not Applicable.
-17-
18
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.
ONCOGENE SCIENCE, INC.
---------------------------------------
(Registrant)
Date: August 14, 1997 /s/ Gary E. Frashier
----------------------------------------
Gary E. Frashier
Chief Executive Officer
Date: August 14, 1997 /s/ Robert L. Van Nostrand
----------------------------------------
Robert L. Van Nostrand
Vice President and Chief Financial Officer
-18-
19
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
3.1 Certificate of Incorporation, as amended (1)
3.2 By-Laws, as amended (1)
*10.1 Amended and Restated Collaborative Research and License
Agreement effective as of April 1, 1997, by and among the
Company, Hoechst Marion Roussel, Inc. and Hoechst
Aktiengesellschaft
27 Financial Data Schedule
--------------------
(1) Included as an exhibit to the Company's registration statement
on Form S-3 (File No. 333-937) initially filed on February 14,
1996, and incorporated herein by reference.
* Portions of this exhibit have been redacted and are the subject
of a confidential treatment request filed with the Secretary of
the Securities and Exchange Commission pursuant to Rule 24b-2
under the Securities Exchange Act of 1934, as amended.
19