1 3/9/99 5:39 PM SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ---------- For the fiscal year ended December 31, 1998 Commission File Number 0-22962 HUMAN GENOME SCIENCES, INC. (Exact name of registrant) Delaware 22-3178468 (State of organization) (I.R.S. employer identification number) 9410 Key West Avenue, Rockville, Md. 20850-3338 (address of principal executive offices and zip code ) (301) 309-8504 (Registrant's telephone number) Securities registered pursuant to Section 12(b) of the Act: NONE Securities pursuant to Section 12(g) of the Act: Common stock, par value $.01 per share 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__ 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 the 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 number of shares of the registrant's common stock outstanding on January 31, 1999 was 22,758,581. As of January 31, 1999, the aggregate market value of the common stock held by non-affiliates of the registrant based on the closing price reported on the National Association of Securities Dealers Automated Quotations System was approximately $ 381,000,000.* DOCUMENTS INCORPORATED BY REFERENCE Portions of Human Genome Sciences, Inc.'s Notice of Annual Stockholder's Meeting and Proxy Statement, to be filed within 120 days after the end of the registrant's fiscal year, are incorporated into Part III of this Annual Report. *Excludes 11,406,851 shares of common stock deemed to be held by officers and directors, and stockholders whose ownership exceeds five percent of the shares outstanding at January 31, 1999. Exclusion of shares held by any person should not be construed to indicate that such person possesses the power, direct or indirect, to direct or cause the direction of the management or policies of the registrant, or that such person is controlled by or under common control with the registrant. 1 2 PART I ITEM 1. BUSINESS This Annual Report on Form 10-K contains, in addition to historical information, forward-looking statements that involve risks and uncertainty. The Company's actual results could differ significantly from the results discussed in the forward-looking statements. Factors that could cause or contribute to such differences include those discussed in "Management's Discussion and Analysis of Financial Condition and Results of Operations," as well as those discussed elsewhere in this Annual Report on Form 10-K. GENERAL Human Genome Sciences, Inc. (the "Company" or "HGS") is engaged in the research and development of novel, proprietary pharmaceutical and diagnostic products based on the discovery and understanding of the medical utility of genes. Using automated, high-throughput gene sequencing technology, the Company has generated a very large collection of partial human gene sequences, which the Company believes correspond to most of the expressed genes in the human body, and now possesses one of the largest proprietary databases of full length human and microbial genes. Based on this genomic database, the Company has created a broad base of product opportunities. The Company's activities have progressed from a focus on the identification and cataloging of genes to focusing primarily on research and development of therapeutic protein product candidates. In its efforts to identify the most promising product candidates, the Company uses its advanced proprietary bioinformatics system to analyze partial and full length gene sequences and to identify the genes corresponding to such gene sequences and the proteins encoded by such genes. As of January 31, 1999, the Company has isolated and characterized several thousand full-length genes and expressed and purified more than 250 potential therapeutic proteins. The Company is currently developing two proteins, MPIF-1 and KGF-2, in phase II clinical studies, evaluating a number of additional therapeutic protein product candidates in preclinical studies and is developing a gene therapy treatment for vascular disease based on VEGF-2 in collaboration with Vascular Genetics, Inc. in which the Company holds a substantial interest. The Company has a two-pronged commercialization strategy: Product Development and Commercialization. The Company is using its internal capabilities to research and develop recombinant therapeutic proteins, which are proteins that can be produced on a large scale and used as drugs to treat diseases. The Company generally intends to develop potential products to a late preclinical or early clinical stage and then to collaborate with pharmaceutical or biotechnology companies for further development and commercialization. However, the Company may consider developing certain potential products on its own. Corporate Collaborations. The Company increases its resources and capabilities by establishing collaborations with pharmaceutical companies for the development and commercialization of new products. The Company believes that these arrangements will enable the Company to focus its internal resources on a select number of promising product candidates while still exploiting the broader product opportunities presented by its genomic database. The Company has five collaboration partners in the area of therapeutic and diagnostic products based on its human gene database. The Company's initial collaboration was formed with SmithKline Beecham Corporation ("SmithKline Beecham") in May 1993 (as amended, the "SB Collaboration Agreements"). As of January 31,1999, the Company had received $125 million in payments from SmithKline Beecham and is further entitled to product development milestone payments and royalty payments. In June 1995, the Company and SmithKline Beecham entered into a collaboration agreement with Takeda Chemical Industries, Ltd. ("Takeda"), whereby Takeda was granted certain rights to develop and commercialize products based on the Company's and SmithKline Beecham's human gene technology ("Human Gene Technology") and an option to develop and commercialize for Japan certain products developed by the Company. In June 1996 the Company entered into a significant amendment (the "SB Amendment") to the SB Collaboration Agreements which, among other things, allows the Company to designate six therapeutic proteins at any one time for exclusive development and commercialization (subject to certain restrictions and co-development rights of its collaborators) and permits the Company and SmithKline Beecham to enter into additional collaboration agreements in the field covered by the SB Collaboration Agreements. In July 1997, the Company entered into another amendment to the SB Collaboration Agreement to streamline the procedures for outlicense of diagnostic products by SmithKline Beecham and to permit the Company to develop and market diagnostic tests to support its own therapeutic products. In June and July 1996, the Company and SmithKline Beecham entered into collaboration agreements (the "Additional Collaboration Partner Agreements") with Schering Corporation and Schering Plough, Ltd. (collectively, "Schering Plough"), Synthelabo S.A. ("Synthelabo") and Merck KGaA (collectively, the "Additional Collaboration Partners"). Under the terms of the Additional Collaboration Partner Agreements, $87.5 million of license and research payments is payable to the Company over five years, of which $51.0 million has been received as of 2 3 January 31, 1999. In addition, the Additional Collaboration Partner Agreements provide for milestone and royalty payments with respect to each product developed under these agreements. In exchange, the Additional Collaboration Partners received certain rights to research, develop and commercialize therapeutic products based on the Company's and SmithKline Beecham's Human Gene Technology. Schering Plough and SmithKline Beecham have been granted the right to develop jointly with the Company certain of the therapeutic protein product candidates to which the Company has retained the exclusive development rights. The Company also has entered into other collaborative agreements in certain areas where the Company has retained exclusive rights, including: the creation of bacterial vaccines and immunotherapeutics and antimicrobial agents based on genes of infectious agents; and corn genomics. Pursuant to the terms of such collaboration agreements, an aggregate of $29.1 million of license and research payments is payable to the Company over five years, all of which has been received to date. The Company also has entered into three gene therapy agreements, one with Schering Plough as part of the Additional Collaboration Partner Agreements, and two with early stage gene therapy companies, Vascular Genetics Inc. ("VGI") and Transgene S.A. ("Transgene"). The Company has received an equity interest in VGI and Transgene in connection with granting them access to certain genes in its database. In addition, the Company will receive milestone payments and/or royalties. The Company also has certain co-marketing rights to products developed under the agreement with Transgene and certain manufacturing rights to products developed under the agreement with VGI. The Company also formed during its early development a collaboration with The Institute of Genomic Research ("TIGR"). Under the collaboration agreement, the Company agreed to provide TIGR with funding totaling $85 million over a ten-year period ending September 2002. In return, the Company was entitled to exclusive intellectual property rights to TIGR's research. In June 1997, the Company and TIGR reached an agreement for the early conclusion of the collaboration, which relieved the Company of all remaining funding obligations, totaling approximately $38 million. In exchange, the Company will forego all intellectual property rights for future work performed at TIGR, but retains all intellectual property rights for work performed up to June 1997. The Company vigorously pursues patents to protect its intellectual property. As of January 31, 1999, the Company has forty-nine issued U.S. patents covering full-length genes and has filed U.S. patent applications covering more than 2,500 full-length genes and the proteins they encode. The Company makes patent filings outside the United States as it deems appropriate. In addition, the Company has filed patent applications on a substantial number of expressed sequence tags ("ESTs") that represent its large partial gene sequences, although there is substantial uncertainty as to the patentability of partial gene sequences. GENOME SCIENCE Genome science refers to the characterization of the entire set of genetic information of any organism, including humans. All cells contain DNA, a complex material containing all of the genetic information necessary to govern a cell's biological processes. In humans, approximately 3-5% of DNA consists of segments called genes. The entire human genome is believed to contain at least 100,000 genes, of which only several thousand were known to have been identified at the time the Company commenced its operations. Each gene consists of a linear sequence of nucleotides, the basic structural units of DNA. Sequencing genes involves determining the order of nucleotides in the gene, which permits identification of the gene and the protein produced by the gene. Genes act as the fundamental blueprint for all the physiological attributes of an individual. Each gene contains the information required to produce ("express") a gene product, generally a protein. Proteins are expressed by a gene according to a set of genetic instructions encoded in the DNA and are the principal determinants of an organism's characteristics. A typical cell of higher animals, such as humans, contains thousands of different proteins essential to cellular structure, growth and function. The aberrant expression within a cell by even a single gene can severely alter the cell's normal function and result in a disease condition. When a gene is expressed in a cell, the order of different nucleotides in the gene is copied into RNA in a duplication process called transcription. A splicing process within the cell then removes the introns, or non-coding gene segments, from the transcript, thereby creating a messenger RNA ("mRNA"), which contains only the exons, or coding regions, of the transcribed gene. The mRNA then directs the production of a protein in a process called translation. The order of nucleotides in the mRNA determines the protein that is made. By isolating mRNA from cells, the Company's scientists can analyze primarily the coding regions of a gene. However, mRNA is unstable and therefore is difficult to analyze directly. To sequence the mRNA, it is preferable to copy or transcribe the mRNA back into DNA. This process produces a DNA copy ("cDNA"), which contains only the exons, or coding regions, of the expressed gene. This process avoids examination of the majority of human DNA, as approximately 95-97% of the human genome consists of long stretches of nucleotides, which do not code for protein. By focusing on the mRNA, the Company examines the portion of the genome which it believes to be the most important, because it is the portion which makes protein. Genes play an important role in the development of a variety of therapeutics, diagnostics and other products and services. Proteins expressed by genes are the targets of most drugs. As a result, the identification of proteins can 3 4 play an important role in the development of drugs and drug screens. Proteins themselves can also be used as drugs. Two examples of protein drugs on the market are erythropoietin, which stimulates the production of red blood cells, and insulin, which regulates sugar metabolism. The identification of genes that code for proteins that may be missing or defective can enable the development of therapeutics for genetic diseases. In addition, identification of genes that may predispose a person to a particular disease may enable the development of diagnostic tests for the disease. COMPANY TECHNOLOGY AND RESEARCH The Human Gene Anatomy Project The gene discovery activity of the Company has focused on its Human Gene Anatomy Project. The goal of this project is to identify virtually all human genes, to catalogue the relative abundance of expressed genes by organ, tissue and cell of origin and to identify changes in gene expression associated with the normal processes of development, differentiation and activation, as well as abnormal changes in gene expression associated with the development of disease. The Company believes its Human Gene Anatomy Project approach is substantially different from most other genomic research projects which seek either to isolate a single copy of each gene, determine the sequence of large regions of human chromosomes or determine the chromosome location of genes responsible for inherited genetic diseases. While such approaches will provide information valuable for the creation of some new gene-based pharmaceutical products, the Company believes that its Human Gene Anatomy Project provides a much broader opportunity to discover genes of potential medical use. The first component of the Human Gene Anatomy Project is the isolation and preparation of a set of cDNA libraries from most normal human tissues. A library is comprised of cDNA derived from samples of mRNA expressed in a particular tissue. The Company's more than 800 libraries reflect the relative abundance of the various mRNAs expressed in each tissue. The Company isolates and purifies individual cDNA fragments from each library for sequence analysis to identify the structure and possible function of genes. The Company sequences a portion of each cDNA, which the Company believes is often sufficient to identify the expressed gene and represents the best method for rapid gene discovery. The Company's gene sequencing efforts now focus principally on comparing genes expressed in normal, abnormal, and developmental tissues. The Company uses such information to analyze changes in gene expression associated with development, differentiation and disease processes, such as tumors of the prostate, breast, colon and ovary. Additional areas of planned research include changes in gene expression that occur during the processes of atherosclerosis, asthma, emphysema, restenosis, osteoporosis, psoriasis, arthritis and a number of neurological diseases. Development of Product Opportunities The Company has created an advanced proprietary bioinformatics system to facilitate the selection of genes with potential medical utility. Bioinformatics refers to the use of computers to process, analyze, store and retrieve biological information. The Company believes it has one of the largest sets of human gene sequences, and also uses its computer system to access publicly available gene sequences. The Company's high capacity computer system has been designed for ease of use by research scientists, who readily access the system through desktop computers. The Company's data are also available to scientists at SmithKline Beecham, Takeda, Schering Plough, Synthelabo and Merck KGaA through bioinformatics systems created by the Company and SmithKline Beecham. See " -- Collaborative Arrangements." The Company believes that its proprietary bioinformatics system is an important asset for the identification and creation of gene-based product opportunities. The Company's bioinformatics system has several capabilities that facilitate identification of genes with potential medical utility, including gene similarity detection, sequence motif identification, sequence assembly and differential gene expression analysis. The Company's primary focus has progressed from identification of genes having potential medical utility to the creation of proprietary product opportunities. Specifically, the Company is now engaged in the identification and development of product candidates, including the isolation and characterization of full-length cDNAs, the purification of proteins encoded by cDNAs of interest, the creation of cell lines that express specific receptors of interest, the mapping of genes of interest, the creation of polyclonal and monoclonal antibodies, the testing of the effects of purified proteins in cell and tissue-based in vitro assays, the study of the effects of purified proteins in small laboratory animals, and the initiation of human clinical trials. As of January 31, 1999, the Company has isolated and fully sequenced several thousand full-length cDNAs and purified more than 300 potential therapeutic proteins. 4 5 RESEARCH AND DEVELOPMENT The Company's research and development efforts have been organized into the following divisions: Gene Discovery Division. The Gene Discovery Division is responsible for preparing biological samples, extracting and amplifying DNA, performing sequencing reactions, managing production information and monitoring sequencing quality. The division manages the operation of 35 automated sequencing machines along with a variety of laboratory robots and other instruments. The division has developed technologies that streamline HGS' efforts to fully sequence genes of interest in a high-throughput fashion. Molecular Biology Division. The Company's Molecular Biology Division seeks to identify and evaluate genes that may be useful for the creation of therapeutic protein drugs, small molecule drugs, gene therapy, antisense treatments and diagnostic products. The Molecular Biology Division contains the Protein Therapeutics group and Exploratory Research group. The Protein Therapeutics group identifies and evaluates genes, which encode proteins, which may be useful as therapeutic protein drugs or for gene therapy or antisense applications. The Protein Therapeutics group also identifies genes that may be useful for diagnostic purposes. When comparative analysis indicates that a gene encodes a potential therapeutic protein, this group isolates the corresponding full-length cDNA, determines its pattern of tissue expression and its entire coding sequence. The Company has commenced a program to identify from its database what it believes to be full-length cDNAs likely to encode potential therapeutic proteins. To date, the Company has identified what it believes to be several thousand secreted proteins. The Company is expressing and evaluating these proteins and assessing their activity using in vitro and in vivo models covering different therapeutic areas. In addition to efforts relating to the identification of potential therapeutic proteins, the Protein Therapeutics group characterizes genes and proteins that may serve as targets for small molecule drug discovery, principally to support the work of the Company's collaborators. The group isolates full-length cDNAs, performs experiments to determine the tissue and cell type in which the genes are expressed and determines the complete sequence of the cDNA corresponding to each candidate gene. The group has identified several hundred genes, which encode proteins that may be targets for small molecule drug screening. Full-length cDNAs corresponding to many of these genes have been isolated and fully sequenced, and tissue distribution and chromosomal location of most of these full-length genes have been determined. The efforts of the Exploratory Research group are focused on development and implementation of new technologies useful in the identification of medically relevant gene candidates. Responsibilities of this group include new methodologies for cDNA library construction, chromosome mapping, optimization of full-length gene cloning and development of new methods for gene analysis. This group is also currently responsible for efforts in microbiology, including construction and analysis of microbial genome libraries and selection of candidate genes which may be useful in vaccine and immunotherapeutic programs. Microbiology Division. The Microbiology Division is responsible for development of microbial gene sequence information and biological reagents that support HGS' and collaboration anti-infective efforts. For the Company's microbial gene sequencing projects, the division is responsible for preparation and analysis of the microbial genome database. These efforts include obtaining biological samples and preparation of the microbial genome libraries. The group has been involved in the sequencing of several important microbial pathogens, including Streptococcus pneumoniae, Staphylococcus aureus and Enterococcus faecalis. The division also supports internal and collaborative efforts focused on generation of anti-microbial vaccine and immunotherapeutic products. Bioinformatics Division. The Company's Bioinformatics Division develops systems for high-volume data capture and analysis to support HGS' research and collaborative efforts. The division applies advanced sequence data analysis techniques to identify candidate genes for biological screening and drug development. Bioinformatics manages database systems for tracking samples and reagents during experimental procedures and sample storage. The division supports collaborative relationships with the delivery of software, databases, training and support. The division also is implementing systems for clinical trial data management and analysis, preparation of drug applications and process control of manufacturing operations. Protein Development Division. The purpose of the Protein Development Division is to provide proteins in a form suitable for in vitro and in vivo testing. The Protein Development Division uses bacterial, insect and mammalian expression systems that have been engineered to express abundant amounts of proteins. The Company's therapeutic protein production facilities include 15 bioreactors ranging in capacity from 2 to 100 liters. The Protein Development Division also purifies potential therapeutic proteins, enzymes that may be useful in the discovery of small molecule drugs and bacterial proteins that may be useful as vaccine components. This division also oversees the contract production of cGMP materials by third parties for preclinical qualification and Phase I clinical studies and the operation of a pilot scale production and process development facility, which will be leased from the Maryland Economic Development Corporation ("MEDCO"). 5 6 Through January 31, 1999, the Company has produced and purified more than 250 novel human proteins in amounts sufficient to test for activity. In some cases, the Company also provides highly purified proteins to its collaborators for further analysis. Cell Biology Division. The Cell Biology Division determines the activities of purified therapeutic protein candidates on cells in tissue culture. This division uses over 75 in vitro assays to evaluate biological activities of therapeutic protein candidates, many of which are used to determine whether such candidates have biological activities relevant to serious unmet medical needs. Examples of such in vitro tests include assays that detect proteins that have an anti-viral effect, proteins that are capable of prolonging the life of neurons and of promoting neural cell growth, proteins that have anti-cancer activity and proteins that affect the growth and differentiation of hematopoietic cells. High-Throughput Screening Division. The High-Throughput Screening Division was established in early 1998. This group is responsible for the development and validation of high-throughput screens to access the activity of the Company's therapeutic protein candidates. This division is also responsible for generation of cell-based supernatants that currently represent several thousand individual genes encoding potential secreted proteins. The High-Throughput Screening group works closely with the Gene Discovery and Bioinformatics divisions in development of laboratory information management systems useful for instrumentation control and analysis of test results. Pharmacology Division. The Pharmacology Division tests for in vitro and in vivo activity of therapeutic protein candidates and is also responsible for safety studies. The division is responsible for preclinical animal testing of the Company's therapeutic protein product candidates and employs a number of standard assays for determining biological function. The division has also developed several specialized assays to test biological function of specific therapeutic proteins. The Company has recently expanded this division to increase its efforts to develop therapeutic protein product candidates, and the Company expects to continue to expand the division as necessary to support preclinical and clinical development. The Company intends to establish a clinical management team to manage and oversee clinical trials. The Company intends to utilize contract research organizations to conduct toxicology, pathology and clinical trials on the Company's lead therapeutic protein product candidates. Medical and Regulatory Affairs Divisions. The Medical and Regulatory Affairs Divisions manage all activities necessary for the preparation and submission of regulatory documentation including Investigational New Drug Applications (INDs), Biologics License Applications, and New Drug Applications. The divisions are responsible for developing and implementing clinical and regulatory strategies that will ensure submissions meet U.S. and international regulatory requirements to initiate clinical trials and obtain marketing approvals for products developed by the Company. The Quality Assurance (QA) staff, within Regulatory Affairs, is supporting the establishment of current good manufacturing practices (GMPs) for HGS' leased pilot product manufacturing facility. The QA staff provides guidance and assists in creation and implementation of standard operating procedures (SOPs), assures GMP training for facility employees, and maintains documentation of these activities. QA participates in GMP audits of contract vendors. INDs are currently active for two therapeutic protein product candidates -- MPIF-1 and KGF-2. Physicians and investigators have been identified and consulted for possible new drug indications and for optimizing clinical trial designs related to investigating prevention of chemotherapy-induced damage to myeloid precursors, treatment of surgical and dermal wounds, and mucositis. Clinical investigators have been selected from this group to conduct the clinical trials sponsored by HGS. The data from these studies will be entered into an electronic database and analyzed by HGS medical, regulatory, and statistical staffs. Formal reports of clinical and non-clinical data then will be submitted to the FDA. If the safety and efficacy of the investigational drug for the specified indication are demonstrated by clinical trial data, the Company intends to submit a biologics license or new drug application to the FDA for marketing approval. AREAS OF PRODUCT DEVELOPMENT The Company believes that the genes it identifies have the potential to be valuable for the development of a wide range of healthcare products in some or all of the following areas: Therapeutic Proteins. Therapeutic proteins are recombinant human proteins that in native or modified form exert medically useful physiologic or pharmacologic activity. By discovering and isolating genes, the Company may be able to cause the genes that code for therapeutic proteins to express those proteins. Therapeutic proteins may be useful for the treatment of diseases, including inflammatory and autoimmune diseases, neurodegenerative diseases, cardio-pulmonary diseases and other diseases caused by insufficient or defective proteins resulting from a missing or defective gene. Therapeutic proteins currently in clinical use include interferon, insulin, human growth hormone, tPA, DNAse, G-CSF, GM-CSF and erythropoietin. 6 7 Currently, the Company is conducting pre-clinical and clinical development studies on a number of potential therapeutic proteins, including Myeloid Progenitor Inhibitory Factor-1 (MPIF-1), Keratinocyte Growth Factor-2 (KGF-2), and Vascular Endothelial Growth Factor -2 (VEGF-2). MPIF-1. MPIF-1 is a member of the chemokine family. The Company has shown that MPIF-1 in in vitro and in vivo studies inhibits the differentiation and growth of bone marrow cells. Myeloid progenitor cells are destroyed by many forms of cancer chemotherapy resulting in severe leukopenia, thrombocytopenia and anemia. By preventing the growth of myeloid progenitor cells during aggressive cancer chemotherapy, it may be possible to reduce the destruction of these cells allowing the more rapid repopulation of red and white blood cells in the circulation. This, in turn, may reduce the incidence of serious infection, anemia and coagulation disorders associated with cancer chemotherapy. The Company has initiated clinical trials in humans. A Phase I study to evaluate MPIF-1 safety in healthy volunteers was completed in 1998. Two Phase II studies have begun to evaluate MPIF-1 in shielding myeloid progenitor cells from the harmful effects of chemotherapy. These studies will test various doses of MPIF-1 in cancer patients undergoing adjuvant chemotherapy treatment for breast and ovarian cancer. Trials are being conducted at leading cancer research centers in the United States. KGF-2. KGF-2 is a member of the Fibroblast Growth Factor superfamily. The Company has shown in in vivo tests that KGF-2 stimulates the growth of epithelial cells. The protein has potential for use in the topical treatment of skin ulcers, burns, surgical and other wounds, and possibly other conditions affecting epithelial cells. In addition, KGF-2 may be useful in the treatment of mucositis (frequently a toxicity of cancer chemotherapy) and/or acute renal failure. An Investigational New Drug application for KGF-2 was submitted to the FDA during December of 1997. Two Phase I studies to evaluate the safety of topical and systematic administration of KGF-2 in healthy volunteers were completed in 1998. Two Phase II studies will be initiated in the first quarter of 1999 to evaluate KGF-2 in chronic wounds and mucositis. These studies will test various doses of KGF-2 in patients with active disease. The trials are being conducted at leading research centers in the United States. VEGF-2. VEGF-2 is a member of the vascular endothelial/platelet-derived growth factor superfamily. The Company has shown in in vitro studies that VEGF-2 promotes the growth of certain subsets of vascular endothelial cells. In in vivo animal models performed in collaboration with Dr. Jeffrey Isner at the St. Elizabeth's Medical Center of Boston, VEGF-2 protein and DNA encoding the VEGF-2 gene had been shown to reduce the severity of ischemia in a rabbit hind limb ischemia model. Vascular Genetics, Inc. has initiated clinical trials on the use of VEGF-2 DNA in the treatment of critical limb ischemia. As a result of the SB Amendment, in June 1996, the Company obtained the right to designate a limited number of therapeutic protein candidates at any one time for exclusive development and commercialization by the Company, with the right to add additional proteins as products enter clinical trials, are outlicensed or dropped. Schering Plough and SmithKline Beecham have certain co-development rights with respect to these product candidates. Subject to certain limitations, the Company has the right to substitute new proteins for proteins (i) that have been licensed to third parties under procedures set forth in the SB Amendment, (ii) that are the subject of clinical trials or (iii) the rights to which have been surrendered by the Company. See " -- Collaborative Arrangements." All of the Company's therapeutic protein product candidates are in various stages of preclinical testing and relatively early stages of human clinical testing. Accordingly, the results of testing to date may not be indicative of results that will be obtained in further preclinical trials or in clinical trials, as applicable. As further results of tests are received, the Company may abandon particular projects, which it might otherwise have considered promising. Additionally, there can be no assurance that clinical trials as to any particular product candidate, if commenced, will be successful, or that any product can be successfully commercialized. Small Molecule Drugs. The Company believes that knowledge of a more complete set of genes and the proteins they express will enable pharmaceutical companies to design and screen pharmaceutical products in a more efficient fashion by providing logical specific targets for discovering drugs. The discovery of new drugs often involves screening a large family of synthetic and natural products to determine their impact on proteins expressed by genes. Increasingly, automated biochemical assays that test the ability of proteins to bind to and modify the activity of purified proteins are used to test the efficacy and selectivity (i.e., the ability to affect only the desired protein targets and not other proteins expressed in the human body) of new drugs. The undesired binding of a drug to other proteins not detected by a screening assay can result in toxicity or other undesirable side effects. The Company believes that the genes it discovers may contribute to screening assays by permitting more complete sets of target proteins to be assembled for an assay. SmithKline Beecham, as well as all other HGS collaboration partners, is currently using proteins expressed by genes identified by the Company in a number of screening assays used to identify new drugs. Diagnostics. The Company also believes that the genetic data obtained by it could lead to the development of diagnostic tests for diseases. Such diagnostics would likely be focused on four different applications. First, the comparative analysis of genes expressed during the progression of tissues from normal to fully diseased states may permit more accurate staging of diseases, thereby facilitating the diagnosis and treatment of the disease. Proteins expressed by "marker" genes associated with a specific disease can be a starting point in the synthesis of antibodies, 7 8 the principal components in many diagnostic systems. Second, the Company's genetic data may enable the development of methods to determine individual predisposition to disease. Third, tests could be designed to detect inherited diseases in fetal cells. Fourth, the Company believes that the genetic data obtained from the sequencing of disease-causing microorganisms may allow for the rapid determination of the presence and activity of a particular microorganism in an infected person. The development of diagnostics based on genes identified by the Company is part of SmithKline Beecham's field under the SB Diagnostic Amendment. Antimicrobial Agents and Vaccines. The Company has retained exclusive rights to utilize its information and technology to develop antimicrobial agents and vaccines and, accordingly, is identifying and characterizing genes of microorganisms, including bacteria, viruses, fungi and multicellular parasites. The Company anticipates using its automated sequencing techniques to identify genes expressed by microorganisms and parasites during resting, vegetative and pathogenic states of infection. The Company believes that genes expressed during the pathogenic phase of a microorganism may be found to be required for disease. Each such gene (called a virulence gene) might be a candidate target for a new antibiotic or vaccine. The Company also believes that knowledge of genes and proteins expressed by pathogenic organisms may facilitate the development of gene-based and antibody-based diagnostic assays for infectious diseases. Analysis of the total genome of a microorganism should provide a complete picture of all genes encoded by the microorganism. With this information, the Company believes it may be possible to choose protein candidates that may be useful as vaccine components or antigens required for the development of immunotherapeutics. The Company also believes that a high-throughput approach of gene identification may identify new genes capable of producing antibiotics and other useful secondary metabolites. The Company, either alone or in collaboration with TIGR, has completed sequencing pathogenicity islands of Escherichia coli and the majority of the DNA comprising the genome of the bacteria of the Staphylococcus aureus, Streptococcus pneumoniae, Enterococcus faecalis, Helicobacter pylori, Borrelia burgdorferi, Haemophilus influenzae, Mycoplasma genitalium and Methanococcus jannaschii. The Company has entered into agreements with MedImmune, Inc. ("MedImmune"), Hoffmann-La Roche Inc. ("Roche") and Pharmacia & Upjohn Company ("Pharmacia") to create vaccines, immunotherapeutic products, and new anti-infectives and antibiotics based on the genomes of many of these organisms. See "-- Collaborative Arrangements." Patent applications have been filed by the Company on these genomes. Gene Therapy. The Company believes that its gene discovery technology may identify new genes that can be introduced into the body through the use of gene therapy techniques. Many diseases result when specific proteins are produced in inappropriate quantities, in a defective manner, or not at all. Gene therapy is a novel approach to the treatment of disease in which genes are inserted into a patient's cells for the purpose of inducing these cells to produce therapeutic proteins or to replace defective or missing genes. In other applications, the Company believes that gene therapy may induce cells to secrete proteins that enhance the immune system's ability to recognize and attack a specific disease. Gene therapy might also allow localized delivery of proteins that cannot reach the appropriate site through conventional methods of administration. There are currently no gene therapy products on the market, although a number are undergoing clinical trials. The Company has entered into agreements with Schering Plough, Vascular Genetics Inc., and Transgene S.A., granting them the right to use of the Company's technologies for gene therapy. See "-- Collaborative Arrangements." VEGF-2: Vascular Genetics, Inc. has begun Phase I/II gene therapy clinical studies of VEGF-2 for patients suffering from Critical Limb Ischemia. These double blind, placebo-controlled, dose escalation studies will be held at several leading medical centers in the U.S. Vascular Genetics, Inc. also plans to submit additional INDs for other indications for this gene therapy product, including coronary artery disease. Antisense Drugs. The Company believes that the knowledge of the structure of genes developed through the use of its sequencing technology may facilitate the development of antisense drugs. Antisense technology involves the use of short oligonucleotide sequences, complementary to the gene, that, after binding to the mRNA encoded by the gene, inhibit the synthesis of the protein encoded by the gene. If, for example, the target gene expressed a protein involved in rapid cell growth leading to a particular cancer, then use of the antisense drug could have the potential of inhibiting the synthesis of the target protein encoded by the particular gene and lead to restoration of normal growth. Antisense drugs could also be of potential benefit in diseases where production of excess protein leads to the disease state. COLLABORATIVE ARRANGEMENTS Agreements with SmithKline Beecham. In May 1993, the Company entered into the SB Collaboration Agreements pursuant to which SmithKline Beecham was granted certain exclusive rights to develop and commercialize therapeutic and diagnostic products within the "SB Field" (as defined below) based on human genes discovered by the Company. Pursuant to the SB Collaboration Agreements, SmithKline Beecham has paid to the Company an aggregate of $125 million, of which $55 million was allocated to the purchase of an aggregate of 1,351,738 shares of common stock. 8 9 In June 1996, the SB Collaboration Agreements were substantially amended (the "SB Amendment"). The SB Amendment allowed the Company and SmithKline Beecham together to enter into collaboration agreements with additional pharmaceutical companies ("Additional Collaboration Partners") in the SB Field (other than diagnostics and animal healthcare in which SmithKline Beecham has generally retained exclusive rights). The "SB Field" is the field of human and animal healthcare, other than gene therapy (excluding gene therapy vaccines), antisense products and the use of genes for synthesizing drugs that were known at the time the SB Collaboration Agreements were executed. In addition, the SB Amendment provides that each of the Company and SmithKline Beecham can independently designate potential therapeutic proteins for its exclusive development and commercialization (e.g., marketing or outlicensing) provided that the designating entity is the first among the Company, SmithKline Beecham and the Additional Collaboration Partners to select the protein and certain research requirements are met prior to such designation. Under the SB Amendment, the Company can designate six therapeutic protein candidates for its exclusive development and commercialization at any one time. Subject to certain limitations, the Company may substitute additional proteins for any of the six proteins designated by the Company (i) which have been licensed by the Company to third parties in accordance with the SB Amendment, (ii) which are the subject of clinical studies by the Company or (iii) the rights to which have been surrendered by the Company. SmithKline Beecham's right to select therapeutic protein candidates during the initial research term of the SB Collaboration Agreements is not limited. In addition, the SB Amendment provides that each of the Company and SmithKline Beecham may independently (i) research, develop and commercialize antibody products directed against antigens derived from the human genome database created by the Company and (ii) identify and use novel molecular targets derived from the human genome database created by the Company to discover and develop small molecule pharmaceutical products, provided that the Company will not initiate screening of such targets for three years from the effective date of the SB Amendment and will not use certain targets subject to agreements with third parties, subject to certain other restrictions. The SB Amendment restricts the Company from entering into collaborations with third parties (other than Additional Collaboration Partners and Takeda) in the SB Field (i) during the initial research term, except with respect to products for which the Company has exclusive development rights and (ii) during the initial research term and for a period thereafter with respect to certain products which are the subject of research plans submitted by SmithKline Beecham or an Additional Collaboration Partner or Takeda prior to the expiration of the initial research term. The SB Amendment provides that SmithKline Beecham and the Company will share equally in any license fees and product development milestone payments paid under Additional Collaboration Partner Agreements, and that the Company will receive all royalties and research support payments under such Additional Collaboration Partner Agreements. The SB Collaboration Agreements provide for payments to the Company of royalties on net sales of products based on the Company's patents or technologies within the SB Field ("SB Products") sold by SmithKline Beecham (or its licensees) and milestone payments in connection with the development of SB Products. The Company has an option to co-promote SB Products sold by SmithKline Beecham, on a country-by-country basis, in the United States, Canada, Mexico and Europe (subject to certain limitations as to rights granted to Takeda and other parties). If the Company develops and markets or outlicenses a product in the SB Field pursuant to its rights under the agreements with SmithKline Beecham, SmithKline Beecham will generally be entitled to royalties or to share in milestone payments and license fees received by the Company from licensees with respect to such products. The Additional Collaboration Partner Agreement with Schering Plough includes an option for Schering Plough to co-develop and co-commercialize up to two products in the SB Field to which the Company has exclusive development and commercialization rights under the SB Collaboration Agreements. The SB Collaboration Agreements include an option for SmithKline Beecham to co-develop and co-commercialize products in the SB Field to which the Company has exclusive development and commercialization rights under the SB Collaboration Agreements and for which Schering Plough has not exercised its option to co-develop and co-commercialize. SmithKline Beecham will also be entitled to royalties on and an option to co-promote, products outside the SB Field sold by the Company which are based on or incorporate patents or information developed by SmithKline Beecham based on the Human Gene Technology of the Company. The initial research term under the SB Collaboration Agreements continues through June 2001. After expiration of the initial research term, the Company will have all rights to the Company's Human Gene Technology, except that SmithKline Beecham will retain rights to the Company's Human Gene Technology pursuant to research plans meeting certain specified criteria submitted prior to expiration of the initial term, Takeda will retain rights granted to it under a license agreement prior to expiration of the initial research term and Additional Collaboration Partners will retain rights granted to them under Additional Collaboration Partner Agreements. See "-- Other Collaborations in the SB Field." SmithKline Beecham has the right to extend the research term for up to five additional years by making certain payments, which would extend the time for submitting research plans as to therapeutic products other than antibody products and therapeutic protein products. The Company has agreed that it will make available 35 gene sequencers and related personnel and reagents to sequence genes at the direction of a research committee comprised of representatives of SmithKline Beecham and the Company. In July 1997, the SB Collaboration Agreements were further amended with respect to the field of human diagnostic products (the "SB Diagnostic Amendment"). The SB Diagnostic Amendment streamlined the procedures 9 10 for outlicense by SmithKline Beecham of diagnostic products based on HGS technology and specified a royalty on diagnostic products sold by SmithKline Beecham or its licensees. The agreement also permits HGS to develop and market diagnostic tests that support its own therapeutic products, provided SmithKline Beecham is not already developing and marketing such a diagnostic test. The agreement provides for an initial research term that continues through June 2001, and may be extended by SmithKline Beecham for up to five additional years by making certain payments and provided that the SB Amendment agreement is also extended for a commensurate period of time. Other Collaboration Agreements in the SB Field. In June and July 1996, the Company and SmithKline Beecham entered into the Additional Collaboration Partner Agreements with Schering Plough, Synthelabo, and Merck KGaA. Each of the Additional Collaboration Partner Agreements provides the Additional Collaboration Partner the rights and licenses to access and use the Company's Human Gene Technology, as well as biological information developed by the Company and SmithKline Beecham prior to, and in the case of the Company, after the effective date of such Agreement, to discover, develop and commercialize products based upon or derived from such Human Gene Technology in the SB Field (other than diagnostics and animal healthcare). Each Additional Collaboration Partner may also designate, and receive exclusive license rights under the Company and SmithKline Beecham patents and technology to, potential therapeutic protein products for its exclusive development and commercialization, subject, in certain cases, to certain restrictions as to the number of therapeutic protein candidates that can be claimed, and subject to achievement of certain research requirements prior to such designation. Each of the Additional Collaboration Partners is obligated to pay license fees, research payments, and milestone payments in connection with development of products under the agreement and royalties. Each of the Additional Collaboration Partner Agreements is for an initial research term expiring in June 2001. Each Additional Collaboration Partner has the right to extend the term for up to five additional years by making certain payments. The Company cannot enter into additional agreements similar to the Additional Collaboration Partner Agreements without the consent of SmithKline Beecham, Takeda and certain of the Additional Collaboration Partners. The Company will be entitled to one-half of all license fees and milestone payments and to all royalties due from each Additional Collaboration Partner. In addition, each Additional Collaboration Partner will make research payments directly to the Company for the duration of the initial research term, which continues through June 2001. Aggregate license fees and research payments due under the Additional Collaboration Partner Agreements are $140 million during the initial research term, of which the Company will be entitled to $87.5 million, payable in equal installments over a five-year period. $51.0 million had been received by the Company as of January 31, 1999. The Additional Collaboration Partner Agreement with Schering Plough includes an option for Schering Plough to co-develop and co-commercialize up to two of the Company's products in the SB Field to which the Company has exclusive development and commercialization rights under the SB Collaborative Agreements. SmithKline Beecham and Takeda entered into a License Agreement (the "Takeda License Agreement") relating to the development and sale of products in the SB Field based upon rights licensed from the Company. The Company will be entitled to all royalty payments and one-half of the milestone payments due from Takeda to SmithKline Beecham under the Takeda License Agreement on sales of products developed by Takeda under the agreement. In addition, at the same time that SmithKline Beecham and Takeda entered into the Takeda License Agreement, Takeda and the Company entered into an Option and License Agreement pursuant to which Takeda was granted an exclusive option to license rights under the Company's patents and technology in the field of human healthcare (other than gene therapy, antisense and diagnostics) to make and sell a limited number (equal to the number of collaboration partners other than SmithKline Beecham and Takeda with which the Company enters into collaboration agreements in the SB Field) of products in Japan. In consideration of the grant of the option, Takeda paid the Company $5 million and agreed to pay to the Company royalties based on the sale of Takeda products covered by the Option and License Agreement and certain milestone payments. The option period terminates three years following expiration of the initial research term under the SB Collaboration Agreements. Collaboration Agreements Outside of the SB Field. The Company has entered into collaboration agreements with respect to the development of products based on the Company's gene discovery research outside of the SB Field. These collaboration agreements, which generally provide for milestone payments and royalties and in most cases up front license fees and/or research payments, include the following: A Collaboration and License Agreement with MedImmune, entered into in July 1995 and amended in March and December 1997, with respect to the development of drugs based upon certain infectious agents sequenced by the Company or TIGR or as to which the Company has licensed the rights. Programs under the agreement with MedImmune include the creation of vaccines and immunotherapeutics for non-encapsulated Haemophilus influenzae, Streptococcus pneumoniae, Escherichia coli, Helicobacter pylori and Borrelia burgdorferi; A Research Collaboration Agreement with Pioneer Hi-Bred International, Inc. ("Pioneer"), entered into in January 1996 under which Pioneer was granted certain rights in the field of corn genomics; A License Agreement with Roche, entered into in March 1996, under which the Company is responsible for sequencing and assembling the genome of Streptococcus pneumoniae, a bacterial pathogen responsible for severe respiratory and other infections and under which Roche received a non-exclusive license to use this information to identify potential new anti-infectives and antibiotics; a similar agreement was entered into in 10 11 1997 with respect to the genome of Enterococcus faecalis, a bacterial pathogen which is a major component of hospital-acquired infections; A Collaboration and License Agreement with Schering Plough relating to the field of human gene therapy (including gene therapy vaccines to the extent the Company has the right to do so), under which Schering Plough was granted (i) a non-exclusive license to use the Company's Human Gene Technology to conduct research and (ii) an option to obtain an exclusive license to specific genes in the field of gene therapy; An agreement entered into in October 1996 with Pharmacia whereby the Company granted to Pharmacia (i) a nonexclusive license to conduct research and to make, use and sell products based on genes of Staphylococcus aureus and the pathogenicity islands of Escherichia coli sequenced by the Company, (ii) the right to obtain an exclusive license to certain products and (iii) the right to negotiate to obtain an exclusive license as to certain microbial genomes as to which the Company desires to grant an exclusive license; An agreement entered into in November 1996 with OraVax Merieux Co. ("OraVax"), with respect to an exclusive license granted by MedImmune and the Company with respect to use of the Company's and MedImmune's technology for a Helicobacter pylori vaccine; An agreement entered into in November 1997 with a newly formed company, Vascular Genetics Inc., whereby the Company granted to Vascular Genetics (i) an exclusive license in the field of gene therapy for the Company's vascular endothelial growth factor 2 (VEGF-2) gene, and (ii) an option for up to two additional genes for use as gene therapy drugs to treat vascular disease. As a result of the November 1997 agreement and other transactions since that time, the Company, as of January 31, 1999, holds a significant minority equity interest in VGI of approximately 33% . Other initial investors included St. Elizabeth's Medical Center of Boston, Inc., CATO Holding Company, and Jeffrey M. Isner, M.D. A Collaboration and License Agreement with Transgene S.A., entered into in February 1998, relating to the field of human gene therapy (including gene therapy vaccines to the extent the Company has the right to do so), under which Transgene was granted the right to license exclusively up to 10 genes; the Company obtained a 10 percent equity interest in Transgene and certain co-development and co-marketing rights. As of January 31, 1999, the Company had entered into approximately 276 material transfer agreements with 135 academic institutions covering approximately 1,354 gene sequences, cDNAs and proteins. The Company is continuing to negotiate additional material transfer and license agreements. The purpose of these agreements is to expand research and development relating to the Company's gene information by providing academic researchers with proprietary gene sequence information and related materials which enable them to explore the biological activity and potential medical utility of newly discovered human genes. Most of these material transfer agreements grant to the Company a license, with established royalty rates, to any invention resulting from the use of gene sequence information or related materials provided by the Company. A relatively small number of the material transfer agreements signed by the Company provide for an option to license any invention resulting from the use of the Company's gene sequencing information. All of the Company's material transfer agreements with academic institutions provide for a license or option to exclusive rights for inventions resulting from use of the Company's information. In addition, TIGR, SmithKline Beecham and Takeda have also entered into material transfer agreements with academic institutions. The Company is also entitled to rights with respect to inventions resulting from use of sequence information and related materials under such arrangements. Agreements with TIGR. In October 1992 the Company entered into a Research Services Agreement and an Intellectual Property Agreement with TIGR, a not-for-profit research institute. TIGR initially performed most of the gene sequencing and made the sequences available to the Company. The Company subsequently developed its own gene sequencing capability. Pursuant to these agreements, a Lease Funding Agreement entered into in March 1993 and a subsequent agreement entered into in April 1993, the Company committed to provide an aggregate of approximately $85 million to TIGR over a ten-year period, ending September 2002, of which $70 million consists of a research grant and equipment funding for TIGR's scientific research relating to determining human genes and their functions and uses. The Company paid approximately $47 million pursuant to these agreements. See "Management's Discussion and Analysis of Financial Condition and Results of Operations." Under the Research Services Agreement and the Intellectual Property Agreement, TIGR was obligated to disclose to the Company all significant developments relating to information or inventions discovered at TIGR, and the Company owned (on a royalty-free basis) all of TIGR's interest in inventions and patent rights arising out of TIGR's research during the term of the agreement (including rights arising from research funded by third parties, except for research funded by certain governmental and not-for-profit organizations as to which the Company has been granted a royalty-bearing, worldwide, perpetual, exclusive license, subject to a non-exclusive royalty-free license retained by such organization). In June 1997, the Company and TIGR agreed to an early conclusion of the relationship between the two companies. Accordingly, the parties terminated the prior agreements and entered into a new agreement whereby HGS ceased all future payments to TIGR in return for relinquishing rights to future work done by TIGR. The 11 12 Company retained rights to inventions and patents arising out of TIGR's research prior to June 1997. TIGR agreed not to enter into commercial agreements for four years on selected therapeutic proteins and associated diagnostic tests in development by HGS, and further agreed to share with HGS any proceeds from all commercial arrangements relating to other human therapeutic proteins completed prior to June 1999. In exchange for this limited non-compete agreement, HGS granted to TIGR and its non-commercial collaborators a research license for its prior work. The new agreement also eliminated certain restrictions that prevented TIGR from publishing sequence information. This agreement relieved HGS of a funding obligation of more than $38 million over the remaining life of the original agreements. PATENTS AND PROPRIETARY RIGHTS The Company's commercial success is dependent in part on its ability to obtain patent protection on genes discovered by it. The Company applies for patent protection for genes identified by partial sequencing and, subsequently, for those genes which it fully sequences. However, there is substantial uncertainty as to the patentability of genes based on partial sequences. Even if patent protection is afforded for such sequences, it may not provide effective marketing exclusivity. The Company's business might be enhanced by obtaining patent protection based on partial gene sequences, but the Company does not believe that its commercial success will be materially dependent on its ability to do so. The Company has isolated and obtained full-length sequence information for many of the genes that the Company or its collaborators intend to develop further and has filed, and continues to file, for patent protection based on such full-length sequences. However, the Company does not expect to isolate and fully sequence a significant portion of the partial gene sequences it discovers. See "-- Company Technology and Research." The patent positions of biotechnology firms generally are highly uncertain and involve complex legal and factual questions. There is a substantial backlog of biotechnology patent applications at the Patent and Trademark Office ("PTO"), and no clear policy has emerged regarding the breadth of claims covered in biotechnology patents. There have been, and continue to be, intensive discussions on the scope of patent protection for both gene fragments and full-length genes. There have also been proposals for review of the appropriateness of patents on genes and gene fragments. There can be no assurance that these or other proposals will not result in changes in, or interpretations of, the patent laws, which will adversely affect the Company's patent position. The biotechnology patent situation outside the United States is even more uncertain and is currently undergoing review and revision in many countries. As of January 31, 1999, the Company had filed United States patent applications with respect to more than 2,500 full-length human genes and their corresponding proteins. The Company has also filed U.S. patent applications with respect to all or portions of the genomes of eight infectious microorganisms and one non-infectious microorganism. As of January 31, 1999, the Company had forty-nine issued U.S. patents covering 56 full-length human genes. There can be no assurance that the remaining applications covering full-length genes and their corresponding proteins will result in the issuance of any patents. For example, the disclosures in these applications may not be sufficient to meet the statutory requirements for patentability in all cases. Additionally, in view of the substantial number of genes that may be covered by the Company's patent applications, the Company cannot predict what issues may arise in connection with the Company's patent applications or the timing of the grant of patents with respect to genes covered by such patent applications. Moreover, in certain instances, the Company will be dependent upon its collaborators to file and prosecute patent applications. The Company also has filed United States patent applications claiming more than 200,000 partial human gene sequences. These applications seek to protect partial human and non-human gene sequences, the full-length gene sequences that include the partial sequences, as well as products derived therefrom and uses therefor. These applications identify possible biological functions for some of the genes based in part on a comparison to genes included in public databases, but do not contain any laboratory or clinical data with respect to such biological functions. There are certain court decisions indicating that disclosure of a partial sequence may not be sufficient to support the patentability of a full-length sequence. In view of these court decisions, as well as the uncertain position of the PTO, the Company believes that there is significant risk that patents will not issue based on patent disclosures limited to partial gene sequences. Finally, even if patents issue on the basis of partial gene sequences, there is uncertainty as to the commercial meaningfulness of the protection that might be provided by any such patents. Publication of information concerning genes prior to the time the Company applies for patent protection based on the full-length gene could adversely affect the Company's ability to obtain patent protection with respect to genes identified by it. Washington University has identified genes through partial sequencing pursuant to funding provided by Merck & Co., and has deposited the partial sequences identified in a public database. In January 1997, TIGR, in collaboration with the National Center for Biological Information (NCBI), disclosed full-length DNA sequences (which are reportedly in excess of 35,000 sequences) assembled from partial gene sequences (ESTs) available in publicly accessible databases or sequenced at TIGR. Such disclosures might limit the scope of claims or make unpatentable subsequent patent applications filed by the Company on full-length genes. Moreover, the termination of the Human cDNA Database Agreement in April 1997 and the termination of the prior agreements 12 13 between the Company and TIGR in June 1997 eliminated limitations on the publication of TIGR sequences as of those dates. While the Company believes that the previous limitations on publication of sequences have generally been sufficient to permit the Company to apply for patent protection on genes in which it is interested in pursuing further research, there can be no assurance that such publication has not and will not affect the Company's ability to obtain patent protection for some genes in which it may have an interest, which, in the case of genes of commercial significance, could have a material adverse effect on the Company. See "-- Collaborative Agreements -- Agreements with TIGR." In addition, others have filed and are likely to file in the future patent applications, which have not yet been published covering genes or protein sequences similar or identical to those of the Company. Moreover, the number of patent applications covering genes and proteins expressed by genes has been increasing, and is expected to continue to increase, as a result of the increase in the number of entities conducting genomic research. See "-- Competition." The Company has been notified that there may be patent applications filed by others, which cover genes for which the Company has filed patent applications. The priority of competing patent claims would be decided in an interference proceeding before the PTO. No assurance can be given that any such patent application of third parties will not have priority over patent applications filed by the Company or that any patent applications filed by the Company will result in issued patents. Accordingly, there can be no assurance that patents issued and any additional patents, if issued, will provide commercially meaningful protection against competitors. There can also be no assurance that any patent issued to the Company will provide it with competitive advantages, or will not be challenged by others. Furthermore, there can be no assurance that others will not independently develop similar products, which could result in an interference proceeding in the PTO. Others may be able to design around issued patents or develop products providing similar effect to products being developed by the Company based on genes or proteins expressed by genes which are not covered by patents issued to the Company. In addition, others may discover uses for genes or proteins other than those uses covered in the Company's patent applications, and these other uses may be separately patentable. In such case, the holder of a use patent covering an invention as to which the Company has a composition of matter patent claim could exclude the Company from selling a product for a use covered by such use patent. The Company's potential products may conflict with patents that have been or may be granted to competitors, universities or others. As the biotechnology industry expands and more patents are issued and other companies engage in the business of discovering genes through the use of high-speed sequencers, the risk increases that the Company's potential products may give rise to claims that they infringe the patents of others. Such other persons could bring legal actions against the Company claiming damages and seeking to enjoin clinical testing, manufacturing and marketing of the affected products. If any such actions are successful, in addition to any potential liability for damages, the Company could be required to obtain a license in order to continue to manufacture or market the affected products. There can be no assurance that the Company would prevail in any such action or that any license required under any such patent would be made available on acceptable terms. The Company believes that there will continue to be significant litigation in the industry regarding patent and other intellectual property rights. If the Company becomes involved in such litigation, it could consume a substantial portion of the Company's resources. In addition, a small percentage of sequences covered by the Company's patent filings were identified pursuant to research funded by grants from the United States Department of Energy ("DOE"). The DOE has a statutory right under certain circumstances (including inaction on the part of the holder of the patent rights to achieve practical application of the invention or a need to alleviate public health or safety concerns not reasonably satisfied by the holder of the patent rights) to grant to other parties licenses under the patents which may be granted based on research funded by the DOE. The enactment of the legislation implementing the General Agreement on Trade and Tariffs has resulted in certain changes to United States patent laws that became effective on June 8, 1995. Most notably, the term of patent protection for patent applications filed on or after June 8, 1995 is no longer a period of seventeen years from the date of grant. The new term of United States patents will commence on the date of issuance and terminate twenty years from the earliest effective filing date of the application. Because the time from filing to issuance of patent applications is often more than three years, a twenty-year period from the effective date of filing may result in a substantially shortened term of patent protection, which may adversely impact the Company's patent position. The Company also relies on trade secret protection for its confidential and proprietary information. The Company believes it has developed proprietary procedures for making cDNA libraries and sequencing and analyzing genes. The Company has not sought patent protection for these procedures. Additionally, the Company has developed a substantial database concerning genes identified by it. The Company has taken security measures to protect its data and continues to explore ways to further enhance the security for its data. However, trade secrets are difficult to protect. While the Company has entered into confidentiality agreements with employees and academic collaborators who are provided data or materials under material transfer agreements, there can be no assurance that such data or material will not be disclosed, that others will not independently develop substantially equivalent proprietary information and techniques or otherwise gain access to the Company's trade secrets or disclose such 13 14 technology, or that the Company can meaningfully protect its trade secrets. In addition, certain trade secrets important to the Company's business have been developed by, or are in the possession of, TIGR, including information concerning sequencing procedures. Although TIGR also enters into confidentiality agreements with its employees, there is an additional risk that such trade secrets cannot be meaningfully protected. COMPETITION There is a finite number of genes in the human genome, and the Company believes that the great majority of such genes have been identified by the Company or others conducting genomic research and that virtually all will be identified within several years. While the Company's goal has been to identify, establish the utility of and ultimately patent as many genes as rapidly as possible, the Company continues to face substantial competition in these efforts both from entities using high-throughput gene sequencers to discover genes, as well as from entities using more traditional methods to discover genes related to particular diseases. Research to identify genes is also being conducted by various institutes and United States and foreign government-financed entities, including British, French, German and Japanese efforts, as well as numerous smaller laboratories associated with universities or other not-for-profit entities. In addition, a number of pharmaceutical and biotechnology companies and government-financed programs are engaged or have announced the intention to engage in areas of human genome research similar to or competitive with the Company's focus on gene discovery, and other companies are likely to enter the field. The gene sequencing machines used by the Company are commercially available and are currently being utilized by many other companies, in some cases for business purposes competitive with those of the Company. In addition, a number of other companies have announced plans to engage in gene discovery and could acquire similar machines and develop procedures for automated sequencing of genes. Although the Company believes that its large scale, automated processes and lead time provide it with a competitive advantage, any one of these companies or other entities may discover and establish a patent position in one or more genes that the Company has identified and might have designated or considered designating as a product candidate. Any potential products based on genes identified by the Company will face competition both from companies developing gene-based products and from companies developing other forms of treatment for diseases that may be caused by, or related to, genes identified by the Company. The Company faces significant competition in its product development and commercialization efforts, including competition from pharmaceutical and biotechnology firms, including the Company's collaborators, many of which have substantially greater research and product development capabilities and financial, scientific, marketing and human resources than the Company. In particular, although the Company believes that there are significant product development opportunities for both it and its collaborators based on the Company's gene database, competition exists among the Company and its collaborators to develop and commercialize products. In addition, the Company's competitors may succeed in developing products earlier than the Company, obtaining approvals from the United States Food & Drug Administration (the "FDA") or other regulatory agencies for such products more rapidly than the Company, or developing products that are more effective than those proposed to be developed by the Company. Similarly, while the Company through royalties and co-payment arrangements will share any success of its collaborators in identifying and commercializing products, they face similar competition from other competitors who may succeed in developing products more quickly, or developing products that are more effective, than those developed by such collaborators. Certain of these competitors may be further advanced than the Company in developing potential products that may compete with potential products of the Company. There can be no assurance that research and development by others will not render the products that the Company or its collaborators may seek to develop obsolete or uneconomical or result in treatments, cures or diagnostics superior to any therapy or diagnostic developed by the Company or its collaborators, or that any therapy or diagnostic developed by the Company or its collaborators will be preferred to any existing or newly developed technologies. The Company expects that competition in this field will intensify. GOVERNMENT REGULATION Regulation of Pharmaceutical Products. New drugs and biological drugs are subject to regulation under the Federal Food, Drug, and Cosmetic Act. In addition to being subject to certain provisions of that Act, biologics are also regulated under the Public Health Service Act. The Company believes that the pharmaceutical products developed by it or its collaborators will be regulated either as biological products or as new drugs. Both statutes and the regulations promulgated thereunder govern, among other things, the testing, manufacturing, distribution, safety, efficacy, labeling, storage, record keeping, advertising and other promotional practices involving biologics or new drugs, as the case may be. FDA approval or other clearances must be obtained before clinical testing, and before manufacturing and marketing, of biologics and drugs. At the FDA, the Center for Biological Evaluation and Research ("CBER") is responsible for the regulation of biologics, and the Center for Drug Evaluation and Research ("CDER") is responsible for the regulation of new drugs. 14 15 In addition, any gene therapy products (which is one of the areas in which the Company may develop products) developed by the Company will require regulatory approvals prior to clinical trials and additional regulatory approvals prior to commercialization. New human gene therapy products are subject to extensive regulation by the FDA (CBER) and comparable agencies in other countries. Currently, each clinical protocol is reviewed by the FDA and, in some instances, the NIH, on a case-by-case basis. The FDA and the NIH have published guidance documents with respect to the development and submission of gene therapy protocols. Obtaining FDA approval has historically been a costly and time-consuming process. Generally, in order to gain FDA pre-market approval, a developer first must conduct preclinical studies in the laboratory and in animal model systems to gain preliminary information on an agent's efficacy and to identify any safety problems. The results of these studies are submitted as a part of an investigational new drug ("IND") application, which the FDA must review before human clinical trials of an investigational drug can start. The IND application includes a detailed description of the initial clinical investigation to be undertaken. Preclinical studies can take several years to complete, and there is no assurance that an IND based on such studies will ever become effective so as to permit clinical testing to begin. A 30-day waiting period after the receipt of each IND is required by the FDA prior to the commencement of initial clinical testing. If the FDA has not commented on or questioned the IND within this 30-day period, initial clinical studies may begin. If the FDA has comments or questions, it places the studies on clinical hold and the questions must be answered to the satisfaction of the FDA before the initial clinical testing may begin. In order to commercialize pharmaceutical products, the Company or its collaborator must sponsor and file an IND and will be responsible for initiating and overseeing the clinical studies to demonstrate the safety and efficacy and, for a biologic product, the potency, which are necessary to obtain FDA approval of any such products. For Company or collaborator-sponsored INDs, the Company or its collaborator will be required to select qualified investigators (usually physicians within medical institutions) to supervise the administration of the products, and ensure that the investigations are conducted and monitored in accordance with FDA regulations and the general investigational plan and protocols contained in the IND. Clinical trials are normally done in three phases, although the phases may overlap. Phase 1 trials are concerned primarily with the safety and preliminary effectiveness of the drug, involve fewer than 100 subjects, and may take from six months to over a year to complete. Phase 2 exploratory trials normally involve a few hundred patients and are designed primarily to demonstrate effectiveness in treating or diagnosing the disease or condition for which the drug is intended, although short-term side effects and risks in people whose health is impaired may also be examined. Phase 3 confirmatory trials are expanded clinical trials with larger numbers of patients which are intended to gather the additional information for proper dosage and labeling of the drug and demonstrate its safety and effectiveness. Clinical trials generally take two to five years, but may take longer, to complete. Recent regulations promulgated by the FDA may shorten the time periods and reduce the number of patients required to be tested in the case of certain life-threatening diseases, which lack available alternative treatments. The FDA receives reports on the progress of each phase of clinical testing, and it may require the modification, suspension, or termination of clinical trials if an unwarranted risk is presented to patients. If the FDA imposes a clinical hold, clinical trials may not recommence without prior FDA authorization and then only under terms authorized by the FDA. The IND process can thus result in substantial delay and expense. Human gene therapy products (which is one of the areas in which the Company is seeking to develop products) are a new category of therapeutics. Because this is a relatively new and expanding area of novel therapeutic interventions, there can be no assurance as to the length of the clinical trial period, the number of patients the FDA will require to be enrolled in the clinical trials in order to establish the safety, efficacy and potency of human gene therapy products, or that the clinical data generated in these studies will be acceptable to the FDA to support marketing approval. After completion of clinical trials of a new drug or biologic product, FDA marketing approval must be obtained. If the product is regulated as a biologic, CBER will require the submission and approval, depending on the type of biologic, of either a Biologic License Application or, in some cases, a Product License Application and an Establishment License Application before commercial marketing of the biologic. If the product is classified as a new drug, the Company must file a New Drug Application ("NDA") with CDER and receive approval before commercial marketing of the drug. The NDA or BLA must include results of product development, preclinical studies, clinical trials and manufacturing information. The testing and approval processes require substantial time and effort and there can be no assurance that the FDA will accept the NDA or BLA for filing and, even if filed, that any approval will be granted on a timely basis, if at all. In the past, NDAs and BLAs submitted to the FDA have taken, on average, two to five years to receive approval. If questions arise during the FDA review process, approval can take more than five years. Notwithstanding the submission of relevant data, the FDA may ultimately decide that the NDA or BLA does not satisfy its regulatory criteria for approval and require additional clinical studies. In addition, the FDA may condition marketing approval on the conduct or specific post-marketing studies to further evaluate safety and effectiveness. Rigorous and extensive FDA regulation of pharmaceutical products continues after aproval, particulary with respect to manufacturing, which must be done in compliance with cGMP, reporting of adverse effects, and advertising, promotion, and marketing. Discovery of previously unknown problems or failure to comply with the applicable regulatory requirements may result in restrictions on the marketing of a product or withdrawal of the product from the market as well as possible civil or criminal sanctions. In addition, the 15 16 FDA may condition marketing approval on the conduct of specific post-marketing studies to further evaluate safety and effectiveness. If a developer obtains designation by the FDA of a biologic or drug as an "orphan" drug for a particular use, the developer may request small grants from the federal government to help defray the costs of qualified testing expenses in connection with the development of such drug. Orphan drug designation may be granted to drugs for rare diseases (generally, a disease or condition that affects populations of fewer than 200,000 individuals in the United States), including many genetic diseases. The first applicant who has obtained designation of a drug for a particular use as an orphan drug and then obtains approval of a marketing application for such drug for the particular use is entitled to marketing exclusivity for a period of seven years, subject to certain limitations. Essentially, this means that no other company can market the same orphan drug for the use approved by the FDA for seven years after the approval. Orphan drug designation does not convey any advantage in, or shorten the duration of, the regulatory approval process. Although obtaining FDA approval to market a product with an orphan drug designation can be advantageous, there can be no assurance that the scope of protection or the level of marketing exclusivity that is currently afforded by orphan drug designation and marketing approval will remain in effect in the future. The Company currently is conducting clinical development activities with respect to MPIF-1 and KGF-2. The Company is conducting preclinical trials with respect to other proteins and expects to continue to conduct preclinical and clinical studies with respect to additional potential products, as permitted under its collaboration agreements. Accordingly, the Company is beginning to incur significant expenses with respect to its preclinical and clinical development activities. There can be no assurance that the preclinical or clinical trials will lead to the successful development of any products for the Company, and as further studies are conducted, the Company may choose to abandon particular projects which it might have previously considered promising. Other. In addition to the foregoing, the Company's business is and will be subject to regulation under various state and federal environmental laws, including the Occupational Safety and Health Act, the Resource Conservation and Recovery Act and the Toxic Substances Control Act. These and other laws govern the Company's use, handling and disposal of various biological, chemical and radioactive substances used in and wastes generated by its operations. The Company believes that it is in material compliance with applicable environmental laws and that its continued compliance therewith will not have a material adverse effect on its business. The Company cannot predict, however, whether new regulatory restrictions on the production, handling and marketing of biotechnology products will be imposed by state or federal regulators and agencies or whether existing laws and regulations will not adversely affect it in the future. SOURCES OF SUPPLY The Company currently relies on a single supplier, Applied Biosystems, a division of Perkin-Elmer Corporation, to provide all of its gene sequencing machines and certain reagents required in connection with the gene sequencing process. The Company has not experienced problems in obtaining either gene sequencing machines or reagents in a timely manner. While other gene sequencing machines are available, the Company does not believe that such other machines are as efficient as the machines currently used by the Company. The Company has entered into certain agreements with Perkin-Elmer Corporation that (i) provide for an established pricing structure with respect to the Company's purchases of selected reagents, although such pricing is subject to change if the Company does not meet certain minimum purchase requirements, and (ii) in the case of one enzyme, provide that the Company will purchase and Perkin-Elmer Corporation will sell a stated quantity at a fixed price. The Company orders these reagents by submitting purchase orders at the time of purchase. No assurance can be given that either the gene sequencing machines or the reagents will remain available in commercial quantities at costs that are not economically prohibitive. Should the Company be unable to obtain additional machines or an adequate supply of reagents or other ingredients at commercially reasonable rates, its ability to continue to identify genes through gene sequencing in accordance with its current business plan would be adversely affected. The Company has contracted for the manufacture of therapeutic proteins for preclinical testing and clinical development from a single supplier. The Company will be dependent on this company for its supply of therapeutic proteins until it is able to produce therapeutic proteins at its leased facility which was substantially completed in February 1999 (see Item 2: Properties). Any failure or delay in supplying therapeutic proteins could affect the timing of preclinical tests and clinical trials and could delay submission of products for regulatory approval. MANUFACTURING AND MARKETING The Company has developed in-house capabilities for the production and purification of recombinant proteins for use in its research activities, but does not currently have manufacturing facilities capable of supplying materials 16 17 suitable for clinical trials or for commercial sale or experience in manufacturing materials suitable for clinical trials or for commercial sale. To date, the Company has relied on a third party for production of certain of its therapeutic proteins for use in pre-clinical and early clinical development. During 1997 and 1998, the Company designed and the Maryland Economic Development Corporation ("MEDCO") constructed a process development and production facility for the preparation of clinical trial quantities of the Company's therapeutic proteins in compliance with cGMP requirements. The facility comprises approximately 80,000 square feet with an additional 40,000 square feet available for future expansion and is located in the Johns Hopkins Belward Research Campus near the Company's offices and research laboratories. Construction was substantially completed in February 1999. After construction, the facility must be validated and inspected by the FDA to determine compliance with cGMP requirements. The facility has been designed to allow for the production and purification of multiple recombinant proteins. The Company intends to use the facility for production of preclinical and clinical supplies of its therapeutic proteins and for process development and scale-up. A delay in completion and/or validation of the facility could adversely affect the cost and timing of clinical trials and could delay submission of products for regulatory approval. The Company has entered into a long-term lease arrangement with MEDCO for the facility. The Company's long range plan is to establish additional manufacturing capabilities to allow it to meet its full commercial manufacturing requirements. However, the Company may contract with third party manufacturers or may develop products with partners and take advantage of the partner's manufacturing capabilities. There can be no assurance that the Company will be able to successfully establish manufacturing capabilities and manufacture its products economically or in compliance with cGMPs and other regulatory requirements. The Company generally expects to rely on its collaborators or on third parties with whom the Company may contract to market any products. In either case, the Company will be dependent on such third parties for marketing. However, in the future, the Company may co-promote or retain U.S. marketing rights to certain of its products. Significant additional expenditures and management resources will be required to develop an external sales force and implement its marketing strategy if the Company decides to market products directly. There can be no assurance that the Company's collaborators or other third parties will be successful in marketing products, or that the Company will be able to establish a successful marketing force. EMPLOYEES As of January 31, 1999, the Company had 411 full-time employees, of whom 353 were in research and development, including 61 scientists holding doctorate degrees. The Company anticipates hiring approximately 70 additional employees during the next twelve months. The additional staff is expected to include research and development staff, process development and manufacturing personnel, and medical and regulatory affairs staff. None of the Company's employees is covered by collective bargaining agreements and management considers its relations with its employees to be good. ITEM 2. PROPERTIES The Company currently leases approximately 173,000 square feet of laboratory and office space in six buildings in Rockville, Maryland. This includes approximately 120,000 square feet of laboratory space and approximately 53,000 square feet of administrative office space. In addition, the Company has entered into a long-term lease for a process development and manufacturing facility. Construction was substantially completed in February 1999 on the 80,000 square foot facility with an additional 40,000 square feet available for future expansion, which is being built to the Company's specifications on a site near the Company's headquarters and research and development laboratories. The facility will be used to produce clinical trial quantities of its lead product candidates. The Company considers that its properties are generally in good condition, are well maintained and are generally suitable and adequate to carry on the Company's business. ITEM 3. LEGAL PROCEEDINGS The Company is not party to any material legal proceedings. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. 17 18 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER'S MATTERS The Company's common stock is traded on the NASDAQ National Market System under the symbol HGSI. The Company's common stock began trading on December 2, 1993. The following table presents the quarterly high and low sales price as quoted by NASDAQ. 1998 HIGH LOW First Quarter $45 1/8 $35 3/4 Second Quarter 43 1/4 35 Third Quarter 40 23 5/16 Fourth Quarter 36 1/4 25 9/16 1997 HIGH LOW First Quarter 48 32 1/2 Second Quarter 39 1/4 30 3/4 Third Quarter 43 1/2 30 1/2 Fourth Quarter 45 1/4 38 1/8 As of January 31, 1999, there were approximately 485 holders of record of the Company's common stock. No cash dividends have been paid on the common stock to date. 18 19 ITEM 6. SELECTED FINANCIAL DATA The following selected financial data of the Company for the years ended December 31, 1998, 1997 and 1996, and as of December 31, 1998 and 1997 have been derived from the audited financial statements included elsewhere herein and should be read in conjunction with such financial statements and the accompanying notes. The following selected financial data of the Company for the years ended December 31, 1995 and 1994, and as of December 31, 1996, 1995 and 1994 have been derived from audited financial statements not included herein. The results of operations of prior periods are not necessarily indicative of results that may be expected for any other period. See "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" and "ITEM 1. BUSINESS." YEARS ENDED DECEMBER 31, ------------------------ 1998 1997 1996 1995 1994 ---------------------------- --------------------------------------- (IN THOUSANDS, EXCEPT PER SHARE DATA) STATEMENT OF OPERATIONS DATA: Revenue-research and development collaborative contracts........................... $ 29,598 $ 25,605 $ 36,460 $ 5,000 $ 41,065 Costs and expenses: Research and development: Direct expenditures.............. 47,006 39,893 30,409 22,904 17,636 Payments under research services agreement............. - 0 - 6,247 10,063 10,075 9,662 -------- --------- --------- --------- -------- Total research and development.................... 47,006 46,140 40,472 32,979 27,298 General and administrative.......... 14,370 11,113 9,639 8,745 6,840 -------- --------- --------- --------- -------- Total cost and expenses............... 61,376 57,253 50,111 41,724 34,138 -------- --------- --------- --------- -------- Income (loss) from operations (31,778) (31,648) (13,651) (36,724) 6,927 Net interest income 11,047 10,500 6,092 4,005 2,813 Equity in income (loss) in joint venture......................... (2,226) -0- -0- -0- -0- -------- --------- --------- --------- -------- Income (loss) before taxes............ (22,957) (21,148) (7,559) (32,719) 9,740 Provision for (benefit from) income taxes........................ 225 245 208 (1,651) 2,436 -------- --------- --------- --------- -------- Net income (loss)..................... $(23,182) $ (21,393) $ (7,767) $ (31,068) $ 7,304 ======== ========= ========= ========= ======== Net income (loss) per share........... $ (1.03) $(0.99)(1) $(0.42)(1) $(1.98)(1) $ 0.47(1) ======== ========= ========= ========= ======== Net income (loss) per share assuming dilution................... $ (1.03) $(0.99)(1) $(0.42)(1) $(1.98)(1) $ 0.47(1) ======== ========= ========= ========= ======== AS OF DECEMBER 31, ---------------------------------------------------------- 1998 1997 1996 1995 1994 -------- ---------- ---------- ---------- ------- (IN THOUSANDS) BALANCE SHEET DATA: Cash, cash equivalents and investments................ $181,767 $205,212 $116,116 $105,462 $76,002 Total assets................. 244,247 236,232 140,117 126,963 95,543 Total debt and capital leases, less current portions...... 1,780 2,224 2,954 4,332 5,346 Retained earnings (deficit).. (78,704) (55,522) (34,129) (26,362) 4,706 Total stockholders' equity... 208,848 223,254 128,521 115,606 83,785 - -------------------------------------------------------------------------------- (1) The net loss per share amounts prior to fiscal 1998 have been restated as required to comply with Statement of Financial Accounting Standards No. 128, Earnings Per Share. For further discussion of net loss per share and the impact of Statement No. 128, see Notes B and P of the notes to the Company's financial statements included herein. 19 20 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW The Company initially focused its efforts on developing proprietary processes for automating the gene discovery process, establishing collaborative arrangements, and establishing and expanding its pre-clinical research and development capabilities. The Company's activities are currently focused on research and development of novel, proprietary pharmaceutical and diagnostic products based on the discovery and understanding of the medical utility of genes. The Company has not received any product sales revenue or royalties from product sales and does not anticipate revenues from product sales or from royalties on product sales in the next several years. Through December 31, 1998, the Company had received (i) $70 million in revenue and $55 million in equity payments pursuant to the SB Collaboration Agreements, (ii) payments from the Additional Collaboration Partners of $51.0 million and (iii) an aggregate of $57.7 million from other collaborators, including $16.0 million from Pioneer Hi-Bred International, Inc. ("Pioneer"), $3.0 million from F. Hoffmann-La Roche ("Roche"), $9.0 million from Pharmacia & Upjohn Company ("Pharmacia"), $1.1 million from OraVax Merieux Co. and Merieux OraVax S.N.C. (collectively, "OraVax"), $3.0 million from Schering Plough (in addition to certain payments received from Schering Plough pursuant to the Additional Collaboration Partner Agreements) and $25.6 million from Transgene S.A. Pursuant to the terms of such collaboration agreements, the Company expects to receive license fees and research payments of $38.5 million in the aggregate over the next three years. See "Business -- Collaborative Arrangements." The Company expects that its revenue sources for at least the next several years may be limited to interest income, payments under various collaboration agreements, payments from the sale of rights and other payments from other collaborators and licensees under existing or future arrangements, to the extent that the Company enters into any such further arrangements. The Company expects to continue to incur substantial expenses relating to its research and development efforts, which are expected to increase relative to historical levels as the Company focuses on preclinical and clinical trials required for the development of therapeutic protein product candidates. As a result, the Company expects to incur continued and increasing losses over the next several years unless it is able to realize additional revenues under existing or new collaboration agreements. The timing and amounts of such revenues, if any, cannot be predicted with certainty and will likely fluctuate sharply. Results of operations for any period may be unrelated to the results of operations for any other period. In addition, historical results should not be viewed as indicative of future operating results. RESULTS OF OPERATIONS YEARS ENDED DECEMBER 31, 1998 AND 1997 Revenues. The Company had revenues of $29.6 million and $25.6 million for the years ended December 31, 1998 and December 31, 1997, respectively. The 1998 revenue consisted of $5.0 million in license fees and research payments from a collaboration with Pioneer, $19.5 million in annual license fees and additional payments from collaborations with Schering Plough, Synthelabo, and Merck, $2.3 million in license fees from a collaboration with Pharmacia, the recognition of $2.6 million from the collaboration with Transgene S.A and $0.2 million in other revenue. The 1997 revenue consisted of $4.1 million in license fees and research payments from collaborations with Pioneer and Roche, $17.5 million in annual license fees and additional payments from collaborations with Schering Plough, Synthelabo and Merck, and $4.0 million in license fees from collaborations with Pharmacia, MedImmune and OraVax. Expenses. Research and development expenses increased to $47.0 for the year ended December 31, 1998 from $46.1 million for the year ended December 31, 1997. The increase resulted primarily from the start of the Company's clinical trials in 1998, partially offset by the reduction of payments under a research services agreement of $6.2 million pursuant to the early termination of various agreements between the Company and The Institute of Genomic Research. The Company expects to continue to incur substantial expenses relating to its research development efforts, which expenses are expected to increase relative to historical levels as the Company focuses on preclinical and clinical trials required for the development of therapeutic protein product candidates. General and administrative expenses increased to $14.4 million for the year ended December 31, 1998 from $11.1 million for the year ended December 31, 1997 to support the increase in the Company's activities. The increase also resulted from significantly higher legal expenses associated with filing and prosecuting a larger number of patent applications relating to genes and proteins discovered by the Company. Patent expenses will continue to increase significantly as additional applications are filed and existing applications are prosecuted in the United States and internationally. Interest income was higher for the year ended December 31, 1998 compared to the year ended December 31, 1997 due to higher average cash balances. 20 21 Net Income (Loss). The Company recorded a net loss of $23.2 million, or $1.03 per share, for the year ended December 31, 1998 compared to a net loss of $21.4 million, or $0.99 per share, for the year ended December 31, 1997. The difference in results for the years ended December 31, 1998 and 1997 is primarily due to higher operating expenses, and the recognition of losses of $2.2 million related to the Company's investment in a recently formed company, Vascular Genetics, Inc. during the year ended December 31, 1998 offset by higher collaboration partner payments. YEARS ENDED DECEMBER 31, 1997 AND 1996 Revenues. The Company had revenues of $25.6 million and $36.5 million for the years ended December 31, 1997 and December 31, 1996, respectively. The 1997 revenue consisted of $4.1 million in license fees and research payments from collaborations with Pioneer and Roche, $17.5 million in annual license fees and additional payments from collaborations with Schering Plough, Synthelabo, and Merck, and $4.0 million in license fees from collaborations with Pharmacia, MedImmune and OraVax. The 1996 revenue consisted of $6.9 million for the achievement of the third milestone ("Milestone III") under the SB Collaboration Agreements, $10.0 million in license fees and research payments from collaborations with Pioneer and Roche, $17.5 million in annual license fees and additional payments from collaborations with Schering Plough, Synthelabo, and Merck, and $2.1 million in license fees from collaborations with Pharmacia, MedImmune and OraVax. Expenses. Research and development expenses increased to $46.1 million for the year ended December 31, 1997 from $40.5 million for the year ended December 31, 1996. The increase resulted primarily from significant expansions in the Company's cell biology, protein expression and pharmacology departments, the production of clinical trial quantities of the Company's first two therapeutic product candidates and the formation of a medical affairs department to manage clinical trials. General and administrative expenses increased to $11.1 million for the year ended December 31, 1997 from $9.6 million for the year ended December 31, 1996. The increase resulted primarily from significantly higher legal expenses associated with filing and prosecuting a larger number of patent applications relating to genes and proteins discovered by the Company. Interest income was significantly higher for the year ended December 31, 1997 compared to the year ended December 31, 1996 due to higher cash balances. Net Income (Loss). The Company recorded a net loss of $21.4 million, or $0.99 per share, for the year ended December 31, 1997 compared to a net loss of $7.8 million, or $0.42 per share, for the year ended December 31, 1996. The difference in results for the years ended December 31, 1997 and 1996 is primarily due to the lower collaboration partner payments during the year ended December 31, 1997 and higher expenses, which were partially offset by higher interest income. LIQUIDITY AND CAPITAL RESOURCES The Company had working capital of $174.4 million at December 31, 1998 as compared to $196.9 million at December 31, 1997. The decrease resulted from the net loss generated during the year. The Company expects to continue to incur substantial expenses relating to its research and development efforts, which expenses are expected to increase relative to historical levels as the Company focuses on preclinical and clinical trials required for the development of therapeutic protein product candidates. At December 31, 1998, the Company had outstanding commitments for construction and equipment purchases totaling approximately $2.5 million. The Company expects that its existing funds, interest income, and committed license fees and research payments from the Additional Collaboration Partners and under existing collaboration agreements will be sufficient to fund the Company's operations for the next 2 to 3 years . The Company's future capital requirements and the adequacy of its available funds will depend on many factors, including scientific progress in its research and development programs (including its preclinical and clinical product development activities), the magnitude of those programs, the ability of the Company to establish collaborative and licensing arrangements, the cost involved in preparing, filing, prosecuting, maintaining and enforcing patent claims and competing technological and market developments. There can be no assurance that any additional financing required in the future will be available on acceptable terms, if at all. As of December 31, 1998, the Company had net operating loss carryforwards for federal income tax purposes of approximately $55.5 million which expire, if unused, by the year 2013. The Company also has available research and development tax credit and other tax credit carryforwards of approximately $7.4 million, the majority of which will expire, if unused, by the year 2013. The Company's funds are currently invested in U.S. Treasury and government agency obligations and high-grade corporate debt securities and commercial paper. Such investments reflect the Company's policy regarding the 21 22 investment of liquid assets, which is to seek a reasonable rate of return consistent with the emphasis on safety, liquidity and preservation of capital. YEAR 2000 Many currently installed computer systems and software products are coded to accept only two digit entries in the date code field. These date code fields will need to accept four digit entries to distinguish 21st century dates from 20th century dates. As a result, many companies' software and computer systems may need to be upgraded or replaced in order to comply with such "Y2K" requirements. Since the Company was founded in 1992, most if not all of the Company's computer equipment and software adopt modern design principles. The Company believes the majority of purchased computer systems, operating systems, and database management systems are ready for Y2K based on in-house testing and information supplied by vendors. For internal systems development, the Company uses fully-specified dates for all date items in the databases. Because these date representations have been built into systems from their inception, the Company believes they should be fully Y2K compliant. The Company utilizes third-party equipment and software that may not be Y2K compliant. The Company is concerned about the impact of the Y2K problem on suppliers, government agencies, electrical power, voice and data communications, shipping and other services required. The Company initiated a comprehensive program in October 1998 to identify risks, validate essential systems, confirm that vendor products are Y2K ready, and develop contingency plans to deal with problems that may arise. A task force representing various departments in the Company has been formed to carry out the Company's Y2K program and is currently performing a comprehensive inventory of computer equipment, software and other devices that may have embedded microprocessors and software and is leading efforts to confirm that essential systems and suppliers are tested for correct Y2K behavior. The Company's contingency plans to address its concerns include building an inventory of key supplies and assuring that critical equipment has emergency backup power available. The task force reports to the Chief Information Officer on a regular basis. The Company plans to have substantially completed its Y2K assessment before June 30, 1999. The Company does not believe that the cost of identification and correction of any Y2K compliance problems, estimated to be less than $100,000, will have a material adverse effect on the Company's business, financial condition or operating results. However, there can be no assurance that a failure of the Company's internal computer systems, third-party equipment, software used by the Company, or systems maintained by the Company's suppliers, to be Y2K compliant, will not have a material adverse effect on the Company's business, financial condition or operating results. The Company has not fully determined the risks associated with the reasonably worst-case scenario and has not formulated a contingency plan to address the worst-case Year 2000 scenario. SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 Certain statements contained in "Item 1. Business" and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations," including statements concerning future collaboration agreements, royalties and other payments under collaboration agreements, and product development and sales and other statements are forward looking statements, as defined in the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those projected in the forward looking statements as a result of risks and uncertainties, including but not limited to, the following: the scientific progress of the Company in its research and development programs; the magnitude of these programs; the ability of the Company to establish additional collaborative and licensing arrangements; the degree of success of the Company's collaboration partners in identification, research, development and marketing of products based on the Company's technology; the extent to which the Company engages in clinical development of any products on its own; the degree of success of the Company in using its technology and data base to select viable product opportunities; the ability of the Company to develop or arrange for marketing and sales initiatives with respect to products under development; the success of the Company in raising additional capital and satisfying liquidity needs in the future; the scope and results of pre-clinical testing and clinical trials; the time and costs involved in obtaining regulatory approvals; the costs and uncertainties involved in preparing, filing, prosecuting, maintaining and enforcing patent claims; competing technological and market developments; and whether conditions to milestone payments are met and the timing of such payments; other risks and uncertainties detailed elsewhere herein and from to time in the Company's filings with the Securities and Exchange Commission. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company does not have operations subject to risks of foreign currency fluctuations, nor does it use derivative financial instruments in its operations or investment portfolio. The Company does not have significant exposure to market risks associated with changes in interest rates related to its corporate debt securities held as of December 31, 1998. The Company believes that any market change related to its U.S. securities held as of December 31, 1998 is not material to its financial statements. As of December 31, 1998, the carrying value of the Company's equity investment in Transgene was approximately $27.2 million. The Company's investment in Transgene is subject to equity market risk. 22 23 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The information required by this item are set forth here in on pages F-1 - F-18. ITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The Company incorporates herein by reference the information concerning directors and executive officers in its Notice of Annual Stockholders' Meeting and Proxy Statement to be filed within 120 days after the end of the Company's fiscal year (the "1999 Proxy Statement"). ITEM 11. EXECUTIVE COMPENSATION The Company incorporates herein by reference the information concerning executive compensation contained in the 1999 Proxy Statement. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The Company incorporates herein by reference the information concerning security ownership of certain beneficial owners and management contained in the 1999 Proxy Statement. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The Company incorporates herein by reference the information concerning certain relationships and related transactions contained in the 1999 Proxy Statement. 23 24 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) The following documents are filed as part of this Annual Report: (1) Index to Financial Statements PAGE NUMBER ------ Report of Ernst & Young LLP, Independent Auditors........................ F-2 Balance Sheets at December 31, 1998 and 1997............................. F-3 Statements of Operations for the years ended December 31, 1998, 1997 and 1996............................................................. F-4 Statements of Stockholders' Equity for the years ended December 31, 1998, 1997 and 1996.................................................. F-5 Statements of Cash Flows for the years ended December 31, 1998, 1997 and 1996............................................................. F-6 Notes to Financial Statements............................................ F-7 (2) Financial Statement Schedules Financial statement schedules are omitted because they are not required. (3) Exhibits Exhibit No. - ----------- 3.1* Restated Certificate of Incorporation of the Registrant (Filed as Exhibit 3.3 to the Registrant's Form 10-K for the fiscal year ended December 31, 1997). 3.2* By-laws of the Registrant (Filed as Exhibit 3.2 to the Registrant's Form 10-K for the fiscal year ended December 31, 1993). 4.1* Form of Common Stock certificate. 4.2* Rights Agreement between the Registrant and American Stock Transfer & Trust Company, as Rights Agent, dated as of May 20, 1998 (Filed as Exhibit 4 to the Registrant's Current Report on Form 8-K filed May 28, 1998.) 10.1*+ Collaboration Agreement, dated May 19, 1993, between the Registrant and SmithKline Beecham Corporation ("SmithKline Beecham"), as amended on May 19, 1993 and August 19, 1993 (Filed as Exhibit 10.1 to the Registrant's Form S-1 Registration Statement, as amended (Commission File No. 33-69850), originally filed October 1, 1993). 10.2* Second Amendment to HGS-SB Collaboration Agreement, Effective September 1, 1993, between the Registrant and SmithKline Beecham (Filed as exhibit 10.2 to the Registrant's Form 10-K for the fiscal year ended December 31, 1993). 10.3* Amendment to HGS-SB Collaboration Agreement, effective March 17, 1994, between the Registrant and SmithKline Beecham (Filed as Exhibit 10.3 to the Registrant's Form 10-K for the fiscal year ended December 31, 1993). 10.4*+ License Agreement between the Registrant and SmithKline Beecham Corporation dated September 15, 1994 (Filed as Exhibit 10.8 to the Registrant's Form 10-Q filed November 14, 1994). 24 25 10.5*+ Amendment to HGS-SB Collaboration Agreement (Therapeutic Protein Amendment), effective December 23, 1994, between the Registrant and SmithKline Beecham (Filed as Exhibit 10.4 to the Registrant's Form 10- K for the fiscal year ended December 31, 1994). 10.6*+ Amendment to HGS-SB Collaboration Agreement (Milestone III Amendment), effective December 29, 1994, between the Registrant and SmithKline Beecham (Filed as Exhibit 10.5 to the Registrant's Form 10-K for the fiscal year ended December 31, 1994). 10.7* Amendment to the Series B Convertible Preferred Stock Purchase Agreement between the Registrant and SmithKline Beecham Corporation, dated December 29, 1994. (Filed as Exhibit 10.96 to the Registrant's form S-3 Registration Statement, as amended (Commission File No. 33-96206) originally filed August 25, 1995). 10.8*+ Amendment to HGS-SB Collaboration Agreement, effective April 24, 1995, between the Registrant and SmithKline Beecham Corporation. (Filed as Exhibit 10.6 to the Registrant's form S-3 Registration Statement, as amended (Commission File No. 33-96206), originally filed August 25, 1995). 10.9*+ Amendment to HGS-SB Collaboration Agreement, effective May 31, 1995, between the Registrant and SmithKline Beecham. (Filed as Exhibit 10.1 to the Registrant's Form 10-Q filed August 14, 1995). 10.10*+ Amendment and Restated License Agreement between the Registrant and SmithKline Beecham effective May 31, 1995 (Filed as Exhibit 10.1 to the Registrant's Form 10-Q filed August 14, 1995). 10.11*+ Amendment to SmithKline Beecham and Human Genome Sciences, Inc. Collaboration Agreement and License Agreement and Amended and Restated License Agreement dated June 28, 1996. (Filed as Exhibit 10.1 to the Registrant's 10-Q filed August 14, 1996). 10.12*+ SmithKline Beecham and Human Genome Sciences, Inc. License Agreement Dated June 28, 1996. (Filed as Exhibit 10.2 to the Registrant's 10-Q filed August 14, 1996). 10.13*+ Therapeutic Collaboration and License Agreement by and among Human Genome Sciences, Inc., Schering Corporation, Schering Plough Ltd., and SmithKline Beecham Corporation dated June 28, 1996. (Filed as Exhibit 10.3 to the Registrant's 10-Q filed August 14, 1996). 10.14*+ Gene Therapy Collaboration and License Agreement by and among Human Genome Sciences, Inc., Schering Corporation, and Schering Plough Ltd., June 28, 1996. (Filed as Exhibit 10.4 to the Registrant's 10-Q filed August 14, 1996). 10.15*+ Collaboration and License Agreement by and among Human Genome Sciences, Inc. SmithKline Beecham Corporation and Synthelabo dated June 30, 1996. (Filed as Exhibit 10.5 to the Registrant's 10-Q filed August 14, 1996). 10.16*+ Collaboration and License Agreement between SmithKline Beecham Corporation, Human Genome Sciences, Inc. and Merck KGaA effective July 10, 1996. (Filed as Exhibit 10.6 to the Registrant's 10-Q filed November 14, 1996). 10.17*+ Option and License Agreement between the Company and Takeda Chemical Industries, Ltd. dated June 12, 1995 (Filed as Exhibit 10.3 to the Registrant's Form 10-Q filed August 14, 1995). 10.18*+ Collaboration and License Agreement between the Registrant and MedImmune, Inc. dated July 27, 1995 (Filed as Exhibit 10.5 to the Registrant's Form 10-Q filed August 14, 1995). 10.19*+ Research Collaboration Agreement, dated January 19, 1996, between Registrant and Pioneer Hi-Bred International, Inc. ("Pioneer") (Filed as Exhibit 10.15 to the Registrant's Form 10-K filed March 31,1996). 25 26 10.20*+ License Agreement between Registrant and F. Hoffmann-La Roche, Ltd. ("Roche") (Filed as Exhibit 10.16 to the Registrant's Form 10-K filed March 31,1996). 10.21*+ Research Services Agreement, dated October 1, 1992, between the Registrant and The Institute for Genomic Research ("TIGR") (Filed as Exhibit 10.4 to the Registrant's Form S-1 Registration Statement, as amended (Commission File No. 33-69850), originally filed October 1, 1993). 10.22*+ Intellectual Property Agreement, dated October 2, 1992, between the Registrant and TIGR (Filed as Exhibit 10.5 to the Registrant's Form S-1 Registration Statement, as amended (Commission File No. 33-69850), originally filed October 1, 1993). 10.23* Common Stock Purchase Warrant, dated June 8, 1993, granted to Everest (Filed as Exhibit 10.36 to the Registrant's Form S-1 Registration Statement, as amended (Commission File No. 33-69850), originally filed October 1, 1993). 10.24* Warrant Agreement, dated January 31, 1993, between the Registrant and MMC/GATX Partnership No. I (Filed as Exhibit 10.26 to the Registrant's Form S-1 Registration Statement, as amended (Commission File No. 33-69850), originally filed October 1, 1993). 10.25* Stock Purchase and Restriction Agreement, dated December 31, 1992, between the Registrant and William A. Haseltine, Ph.D. (Filed as Exhibit 10.15 to the Registrant's Form S-1 Registration Statement, as amended (Commission File No. 33-69850), originally filed October 1, 1993). 10.26* Employment Agreement, dated February 25, 1997, with William A. Haseltine, Ph.D. (Filed as Exhibit 10.44 to the Registrant's Form 10 K for the fiscal year ended December 31, 1996). 10.27* Restricted Stock Purchase Agreement, dated May 18, 1993, between the Registrant and William A. Haseltine, Ph.D. (Filed as Exhibit 10.24 to the Registrant's Form S-1 Registration Statement, as amended (Commission File No. 33-69850), originally filed October 1, 1993). 10.28* Promissory Note, dated March 4, 1994, given by William A. Haseltine, Ph.D. to the Registrant (Filed as Exhibit 10.58 to the Registrant's Form 10-K for the fiscal year ended December 31, 1993). 10.29* First Allonge to Promissory Note, dated December 16, 1994, given by William A. Haseltine, Ph.D. to the Registrant (Filed as Exhibit 10.65 to the Registrant's Form 10-K for the fiscal year ended December 31, 1994). 10.30* Pledge Agreement, dated March 4, 1994, between William A. Haseltine, Ph.D. and Registrant (Filed as Exhibit 10.59 to the Registrant's Form 10-K for the fiscal year ended December 31, 1993). 10.31* First Amendment to Pledge Agreement, dated December 16, 1994, between William A. Haseltine, Ph.D. and Registrant (Filed as Exhibit 10.67 to the Registrant's Form 10-K for the fiscal year ended December 31, 1994). 10.32* Employment Agreement, dated October 1992, with Craig A. Rosen, Ph.D. (Filed as Exhibit 10.17 to the Registrant's Form S-1 Registration Statement, as amended (Commission File No. 33-69850), originally filed October 1, 1993). 10.33* Restricted Stock Purchase Agreement, dated April 21, 1993, between the Registrant and Craig A. Rosen, Ph.D. (Filed as Exhibit 10.22 to the Registrant's Form S-1 Registration Statement, as amended (Commission File No. 33-69850), originally filed October 1, 1993). 10.34* Restricted Stock Purchase Agreement, dated April 21, 1993, between the Registrant and Catherine G. Blair (Filed as Exhibit 10.19 to the Registrant's Form S-1 Registration Statement, as amended (Commission File No. 33-69850), originally filed October 1, 1993). 10.35* Restricted Stock Purchase Agreement, dated April 21, 1993, between the Registrant and James W. Church (Filed as Exhibit 10.20 to the Registrant's Form S-1 Registration Statement, as amended (Commission File No. 33-69850), originally filed October 1, 1993). 26 27 10.36* Restricted Stock Purchase Agreement, dated April 21, 1993, between the Registrant and Donald D. Johnston (Filed as Exhibit 10.21 to the Registrant's Form S-1 Registration Statement, as amended (Commission File No. 33-69850), originally filed October 1, 1993). 10.37* 1993 Stock Option Plan (Filed as Exhibit 10.45 to the Registrant's Form S-1 Registration Statement, as amended (Commission File No. 33-69850), originally filed October 1, 1993). 10.38* 1994 Stock Option Plan (Filed as Exhibit 4 to the Registrant's Registration Statement on Form S-8, File No. 33-79020, filed May 17, 1994). 10.38(a)* Amendment to 1994 Stock Option Plan (Filed as Exhibit 4.5 to the Registrant's Form S-8 filed November 13, 1998). 10.39* Form of Stock Option Agreement (Filed as Exhibit 10.46 to the Registrant's Form S-1 Registration Statement, as amended (Commission File No. 33-69850), originally filed October 1, 1993). 10.40* $4,000,000 Maryland Industrial Development Financing Authority Taxable Variable Rate Demand Economic Development Revenue Bonds dated December 21, 1994 (Filed as Exhibit 10.90 to the Registrant's Form 10-K for the fiscal year ended December 31, 1994). 10.41*+ HGS/TIGR Agreement dated June 20, 1997 (Filed as Exhibit 10.1 to the Registrant's Form 10-Q filed August 14, 1997). 10.42*+ Amendment to SmithKline Beecham Corporation and SmithKline Beecham p.l.c. and Human Genome Sciences, Inc. Collaboration Agreement dated July 24, 1997 (Filed as Exhibit 10.2 to the Registrant's Form 10-Q filed August 14, 1997). 10.43*+ Gene Therapy Collaboration and License Agreement between Human Genome Sciences, Inc. and Transgene S.A., dated February 25, 1998 (Filed as Exhibit 10.66 to the Registrant's Form 10K for the fiscal year ended December 31, 1997). 10.44* Lease Agreement between Maryland Economic Development Corporation and Human Genome Sciences, Inc., dated December 1, 1997 (Filed as Exhibit 10.67 to the Registrant's Form 10K for the fiscal year ended December 31, 1997). 23.1 Consents of Ernst & Young LLP, Independent Auditors. 27 Financial Data Schedule. * Incorporated by reference. + Confidential treatment has been granted by the Commission. The copy filed as an exhibit omits the information subject to the confidentiality request. b) Reports on Form 8-K The Company did not file any reports on Form 8-K during the fourth quarter of 1998. 27 28 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. HUMAN GENOME SCIENCES, INC. BY: /S/ William A. Haseltine, Ph.D. ------------------------------- William A. Haseltine, Ph.D. Chairman and Chief Executive Officer Dated: March 5, 1999 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and the dates indicated: Signature Title Date --------- ----- ---- Chairman of the Board and Chief March 5, 1999 /S/William A. Haseltine, Ph.D. Executive Officer (principal executive - ---------------------------------------- officer) William A. Haseltine, Ph.D. /S/Craig A. Rosen, Ph.D. Senior Vice President, Research and March 5, 1999 - ---------------------------------------- Development and Director Craig A. Rosen, Ph.D. /S/Steven C. Mayer Senior Vice President and March 5, 1999 - ---------------------------------------- Chief Financial Officer (principal Steven C. Mayer financial and accounting officer) /S/Robert A. Armitage Director March 5, 1999 - ---------------------------------------- Robert A. Armitage /S/James Cavanaugh, Ph.D. Director March 5, 1999 - ---------------------------------------- James Cavanaugh, Ph.D. /S/ Jurgen Drews, M.D. Director March 5, 1999 - ---------------------------------------- Jurgen Drews, M.D. /S/ Beverly Sills-Greenough Director March 5, 1999 - ---------------------------------------- Beverly Sills-Greenough /S/ Robert Hormats Director March 5, 1999 - ---------------------------------------- Robert Hormats /S/ Max Link, Ph.D. Director March 5, 1999 - ---------------------------------------- Max Link, Ph.D. /S/ Alan G. Spoon Director March 5, 1999 - ---------------------------------------- Alan G. Spoon 28 29 /S/Laura D'Andrea Tyson, Ph.D. Director March 5, 1999 - ---------------------------------------- Laura D'Andrea Tyson, Ph.D. /S/ James Barnes Wyngaarden, M.D. Director March 5, 1999 - ---------------------------------------- James Barnes Wyngaarden, M.D. 29 30 INDEX TO FINANCIAL STATEMENTS Page Number ------ Report of Ernst & Young LLP, Independent Auditors.................................................... F-2 Balance Sheets at December 31, 1998 and 1997......................................................... F-3 Statements of Operations for the years ended December 31, 1998, 1997 and 1996........................ F-4 Statements of Stockholders' Equity for the years ended December 31, 1998, 1997 and 1996.............. F-5 Statements of Cash Flows for the years ended December 31, 1998, 1997 and 1996........................ F-6 Notes to Financial Statements........................................................................ F-7 F-1 31 REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS Board of Directors and Stockholders Human Genome Sciences, Inc. Rockville, Maryland We have audited the accompanying balance sheets of Human Genome Sciences, Inc. as of December 31, 1998 and 1997 and the related statements of operations, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 1998. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Human Genome Sciences, Inc. at December 31, 1998 and 1997 and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1998, in conformity with generally accepted accounting principles. /s/ Ernst & Young LLP Vienna, Virginia February 8, 1999 F-2 32 HUMAN GENOME SCIENCES, INC. BALANCE SHEETS December 31, 1998 1997 --------------- ----------------- (dollars in thousands, except for share and per share amounts) ASSETS - ------ Current assets: Cash and cash equivalents..................................................... $ 16,139 $ 44,346 Short-term investments........................................................ 165,628 160,866 Prepaid expenses and other current assets..................................... 5,374 2,120 -------- -------- Total current assets...................................................... 187,141 207,332 Long-term investments.............................................................. 27,228 - Property, plant and equipment (net of accumulated depreciation and amortization)... 20,965 20,647 Restricted investments............................................................. 6,749 6,582 Other assets....................................................................... 2,164 1,671 -------- -------- TOTAL ASSETS.............................................................. $244,247 $236,232 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------ Current liabilities: Current portion of long-term debt............................................. $ 444 $ 444 Accounts payable and accrued expenses......................................... 4,642 4,656 Accrued payroll and related taxes............................................. 2,400 2,077 Current obligation under capital leases....................................... - 223 Deferred revenues............................................................. 5,265 3,020 -------- -------- Total current liabilities................................................. 12,751 10,420 Long-term debt, net of current portion............................................. 1,780 2,224 Deferred revenues.................................................................. 20,543 - Other liabilities.................................................................. 325 334 -------- -------- Total liabilities......................................................... 35,399 12,978 Stockholders' Equity: Common stock - $.01 par value; share authorized - 50,000,000; shares issued 22,747,188 and 22,313,504 at December 31, 1998 and 1997, respectively 228 223 Additional paid-in capital................................................. 285,535 278,626 Unearned portion of compensatory stock options............................. (110) (121) Retained deficit........................................................... (78,704) (55,522) Accumulated other comprehensive income..................................... 1,899 48 -------- -------- Total stockholders' equity................................................ 208,848 223,254 -------- -------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY.................................. $244,247 $236,232 ======== ======== The accompanying notes to financial statements are an integral part hereof. F-3 33 HUMAN GENOME SCIENCES, INC. STATEMENTS OF OPERATIONS Year Ended December 31, ------------------------------------------------- 1998 1997 1996 --------------- -------------- ------------------ (dollars in thousands, except for share and per share amounts) Revenue - research and development collaborative contracts..... $ 29,598 $ 25,605 $ 36,460 Costs and expenses: Research and development: Direct expenditures................................ 47,006 39,893 30,409 Payments under research services agreement......... - 6,247 10,063 ----------- ----------- ----------- Total research and development..................... 47,006 46,140 40,472 General and administrative..................................... 14,370 11,113 9,639 ----------- ----------- ----------- Total costs and expenses.............................. 61,376 57,253 50,111 ----------- ----------- ----------- Income (loss) from operations.................................. (31,778) (31,648) (13,651) Interest income................................................ 11,219 10,889 6,462 Interest expense............................................... (172) (389) (370) Equity in income (loss) of joint venture....................... (2,226) - - ----------- ----------- ----------- Income (loss) before taxes..................................... (22,957) (21,148) (7,559) Provision for income taxes: Current................................................... 225 245 208 ----------- ----------- ----------- Net income (loss).............................................. $ (23,182) $ (21,393) $ (7,767) =========== =========== =========== Basic and diluted net income (loss) per share.................. $ (1.03) $ (0.99) $ (0.42) =========== =========== =========== Weighted average shares outstanding basic and diluted.......... 22,434,131 21,525,283 18,630,986 =========== =========== =========== The accompanying notes to financial statements are an integral part hereof. F-4 34 HUMAN GENOME SCIENCES, INC. STATEMENTS OF STOCKHOLDERS' EQUITY (DOLLARS IN THOUSANDS, EXCEPT FOR SHARES) Common Stock ------------------------ Unearned Number Additional Portion of Of Paid-In Compensatory Shares Amount Capital Stock Options - --------------------------------- ----------- ------------ ---------- --------------- Balance - December 31, 1995 18,231,931 $182 $142,624 $(885) Comprehensive income (loss): Net loss - - - - Unrealized loss on investment - - - - Comprehensive income (loss) Exercise of options 193,752 3 1,897 - Warrants exercised 19,634 - - - Issuance of common stock in connection with SB Milestone III 339,065 3 18,062 - Compensatory stock options earned - - - 885 ---------- ------ -------- ------ Balance - December 31, 1996 18,784,382 188 162,583 - Comprehensive income (loss): Net loss Unrealized gain on investments Comprehensive income (loss) Exercise of options 280,340 3 4,173 - Warrants exercised 56,032 - 10 - Issuance of common stock pursuant to the Public offering (net of expenses) 3,192,750 32 111,713 - Compensatory stock options issued - - 147 (147) Compensatory stock options earned - - - 26 ---------- ------ -------- ------ Balance - December 31, 1997 22,313,504 223 278,626 (121) Comprehensive income (loss): Net loss - - - - Unrealized gain on investments - - - - Comprehensive income (loss) Exercise of options 353,283 5 6,828 - Warrants exercised 80,401 - 40 - Compensatory stock options issued - - 110 (110) Compensatory stock options earned - - - 52 Compensatory stock options cancelled - - (69) 69 ---------- ------ -------- ------ Balance - December 31, 1998 22,747,188 $228 $285,535 $(110) ========== ====== ======== ====== Accumulated Other Retained Comprehensive Earnings Income (Deficit) Total - --------------------------------- -------------- ----------- ----------- Balance - December 31, 1995 $ 47 $(26,362) $ 115,606 Comprehensive income (loss): Net loss - (7,767) (7,767) Unrealized loss on investment (168) - (168) ------- Comprehensive income (loss) (7,935) Exercise of options - - 1,900 Warrants exercised - - - Issuance of common stock in connection with SB Milestone III - - 18,065 Compensatory stock options earned - - 885 ------- --------- ---------- Balance - December 31, 1996 (121) (34,129) 128,521 Comprehensive income (loss): Net loss (21,393) (21,393) Unrealized gain on investments 169 169 -------- Comprehensive income (loss) (21,224) Exercise of options - - 4,176 Warrants exercised - - 10 Issuance of common stock pursuant to the Public offering (net of expenses) - - 111,745 Compensatory stock options issued - - - Compensatory stock options earned - - 26 ------- --------- ---------- Balance - December 31, 1997 48 (55,522) 223,254 Comprehensive income (loss): Net loss - (23,182) (23,182) Unrealized gain on investments 1,851 - 1,851 -------- Comprehensive income (loss) - (21,331) Exercise of options - - 6,833 Warrants exercised - - 40 Compensatory stock options issued - - - Compensatory stock options earned - - 52 Compensatory stock options cancelled - - - ------- --------- ---------- Balance - December 31, 1998 $ 1,899 $(78,704) $ 208,848 ======= ========= ========== The accompanying notes to financial statements are an integral part hereof. F-6 35 HUMAN GENOME SCIENCES, INC. STATEMENTS OF CASH FLOWS Year Ended December 31, 1998 1997 1996 ---------------------------------- (dollars in thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss).......................................................... $ (23,182) $ (21,393) $(7,767) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Accrued interest on U.S. Treasury bills and commercial paper........... 942 (1,109) (857) Depreciation and amortization.......................................... 6,541 6,359 5,858 Loss due to disposal and write-down of property, plant and equipment... 15 50 66 Compensation expense related to stock options.......................... 52 26 885 Changes in operating assets and liabilities: Prepaid expenses and other current assets........................... (3,254) 738 (718) Other assets........................................................ (493) (341) 3 Accounts payable and accrued expenses............................... (141) 988 1,376 Accrued payroll and related taxes................................... 323 957 428 Deferred revenues .................................................. 22,788 483 537 Other liabilities................................................... (9) (35) (5) ---------- ------------ ---------- Net cash provided by (used in) operating activities.................... 3,582 (13,277) (194) ---------- ------------ ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures - property, plant and equipment....................... (6,747) (8,717) (8,306) Purchase of short-term investments and marketable securities............... (184,546) (205,572) (182,030) Purchase of long-term investment........................................... (25,679) - - Proceeds from sale and maturities of short-term investments and marketable securities........................................... 179,145 134,833 159,499 ---------- ------------ ---------- Net cash provided by (used in) investing activities.................... (37,827) (79,456) (30,837) ---------- ------------ ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Repayment of long-term debt................................................ (444) (444) (444) Restricted investments..................................................... (167) (4,877) 295 Payments on capital lease obligations...................................... (223) (874) (1,297) Proceeds from issuance of common stock (net of expenses)................... 6,872 115,933 19,965 ---------- ------------ ---------- Net cash provided by (used in) financing activities.................... 6,038 109,738 18,519 ---------- ------------ ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS.......................... (28,207) 17,005 (12,512) Cash and cash equivalents - beginning of year.................................. 44,346 27,341 39,853 ---------- ------------ ---------- CASH AND CASH EQUIVALENTS - END OF YEAR........................................ $ 16,139 $ 44,346 $ 27,341 ========== ============ ========== Supplemental disclosures of cash flow information: Cash paid during the year for: Interest............................................................... $ 179 $ 240 $ 199 Income taxes........................................................... 200 245 208 See Note G for noncash exercise of warrants. The accompanying notes to financial statements are an integral part hereof. F-6 36 HUMAN GENOME SCIENCES, INC. NOTES TO FINANCIAL STATEMENTS (NOTE A) - THE COMPANY Human Genome Sciences, Inc. (the "Company") was incorporated and commenced operations on June 26, 1992. The Company is engaged in the research and development of novel, proprietary pharmaceutical and diagnostic products based on the discovery and understanding of the medical utility of genes. The Company's revenues are currently derived from license fees and research payments under collaboration agreements. The Company does not yet generate any revenues from product sales. (NOTE B) - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash Equivalents and Short-Term Investments The Company considers all highly liquid investment instruments purchased with a maturity of three months or less to be cash equivalents. On December 31, 1998 and 1997, the Company had purchased $17,050,000 and $15,171,000, respectively, of U.S. Government securities under agreements to resell on January 1, 1999 and 1998, respectively. The market value of the securities approximated the carrying amount. The Company classifies its short-term investments into the categories: "held-to-maturity" and "available-for-sale," each of which has different accounting treatment. Investments in securities that are classified as available for sale and have readily determinable fair values are measured at fair market value in the balance sheet, and unrealized holding gains and losses for these investments are reported as a separate component of stockholders' equity until realized. Debt securities classified as held-to-maturity securities will be carried at amortized cost. Investment Risk The Company has invested its cash in obligations of the U.S. Government and in high-grade corporate debt securities and commercial paper. The Company's investment policy limits investments to certain types of instruments issued by institutions with investment grade credit ratings, and places restrictions on maturities and concentration by type and issuer. Investments Investments, in which the Company has the ability to exercise significant influence over the investee, but less than a controlling voting interest, are accounted for under the equity method of accounting. Under the equity method of accounting, the Company's share of the investee's earnings or losses are included in operations, to the extent the Company has an investment and receivable from the investee company recorded as an asset plus the amount of any continuing commitment to fund the investee. Investments in which the Company owns a 20% equity interest or less, does not have significant influence and the market value of the investees' common stock is not readily determinable (i.e., privately held company), are accounted for using the cost method. The Company periodically reviews the investment to determine whether the investment is recorded at the lower of cost or market value. Depreciation and Amortization Depreciation and Amortization are computed using the straight-line method over the estimated useful lives of the assets as follows: Laboratory equipment................................. 3 - 10 years Computers and EDP equipment.......................... 3 years Furniture and office equipment....................... 3 - 5 years Leasehold improvements............................... lesser of the lease term or the useful life F-7 37 HUMAN GENOME SCIENCES, INC. NOTES TO FINANCIAL STATEMENTS (NOTE B) - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Equipment acquired under capital lease agreements is amortized over the terms of the leases ranging from three to four years. Impairment of Long-Lived Assets Periodically, management determines whether any property and equipment or any other assets have been impaired based on the criteria established in Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed Of" ("SFAS No. 121"). The Company made no adjustments to the carrying values of the assets during the years ended December 31, 1998, 1997, and 1996. Stock-Based Compensation The Company adopted Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS No. 123"). The provisions of SFAS No. 123 allow companies to either expense the estimated fair value of stock options or to continue to follow the intrinsic value method set forth in Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB No. 25"), but disclose the pro forma effects on net income (loss) had the fair value of the options been expensed. The Company has elected to continue to apply APB No. 25 in accounting for its stock option incentive plans. See Note L to the financial statements for further information. Revenue Recognition Nonrefundable license fees, research payments, additional payments and milestone payments in connection with collaboration agreements are recognized when they are earned in accordance with the applicable performance requirements and / or contractual terms. Research and Development Research and development costs are charged to expense as incurred. Patent Costs Patent application costs are charged to expense as incurred. Net Income (Loss) Per Share In 1997, the Financial Accounting Standards Board issued Statement No. 128, "Earnings per Share" ("SFAS No. 128"). SFAS No. 128 replaced the calculation of primary and fully diluted earnings per share with basic and diluted earnings per share. Unlike primary earnings per share, basic earnings per share excludes any dilutive effects of options, warrants and convertible securities. Diluted earnings per share is very similar to the previously reported fully diluted earnings per share. All net income (loss) per share amounts for all periods have been presented, and where appropriate, restated to conform to the SFAS No. 128 requirements. Comprehensive Income (Loss) In 1998, the Company adopted Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income", ("SFAS No.130"). SFAS No.130 establishes new rules for the reporting and display of comprehensive income and its components; however, the adoption of SFAS No.130 had no impact on the Company's financial position and results of operations. SFAS No.130 requires unrealized gains or losses on the Company's available-for-sale securities and on the Company's investment in Transgene S.A. which, prior to adoption, of SFAS No.130 were reported separately in stockholders' equity to be included in other comprehensive income. The Statements of Stockholders' Equity for all previous years have been restated to conform to the requirements of SFAS No.130. Comprehensive income (loss) for the year end December 31, 1998 consists of $349,000 of unrealized gain for available-for-sale short-term investments and $1,550,000 of unrealized gain on the Company's equity investment in Transgene S.A. F-8 38 HUMAN GENOME SCIENCES, INC. NOTES TO FINANCIAL STATEMENTS (NOTE B) - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Sources of Supply The Company currently relies on a single supplier, Applied Biosystems, a division of Perkin-Elmer Corporation, to provide all of its gene sequencing machines and certain reagents required in connection with the gene sequencing process. The Company has not experienced problems in obtaining either gene sequencing machines or reagents in a timely manner. While other gene sequencing machines are available, the Company does not believe that such other machines are as efficient as the machines currently used by the Company. No assurance can be given that either the gene sequencing machines or the reagents will remain available in commercial quantities at costs that are not economically prohibitive. (NOTE C) - INVESTMENTS Investments, including accrued interest, at December 31, 1998 and 1997 were as follows: December 31, 1998 ----------------- Amortized Unrealized Available for Sale Cost Fair Value Gain/(Loss) ------------------ -------------- --------------- --------------- U.S. Treasury and agencies $ 12,551,000 $ 12,627,000 $ 76,000 Corporate debt securities 152,728,000 153,001,000 273,000 -------------- --------------- ------------- $165,279,000 $165,628,000 $ 349,000 ============== =============== ============= December 31, 1997 ----------------- Available for Sale ------------------ U.S. Treasury and agencies $16,838,000 $16,836,000 $ (2,000) Corporate debt securities 143,980,000 144,030,000 50,000 -------------- --------------- ------------- $160,818,000 $160,866,000 $ 48,000 ============== =============== ============= (NOTE D) - AGREEMENT WITH THE INSTITUTE FOR GENOMIC RESEARCH ("TIGR") In June 1997, the Company and TIGR reached an agreement to terminate the Research Services Agreement (the "Services Agreement") dated October 1, 1992, the Intellectual Property Agreement dated October 2, 1992, the Lease Funding Agreement and Assignment dated March 2, 1993, the Agreement of April 19, 1993 related to human cDNA sequencing, and all other agreements entered into any time prior to the Termination Date between the Company and TIGR. Pursuant to the Termination Agreement, the Company retains rights in intellectual property arising out of TIGR's research prior to June 2, 1997, but will have no rights to intellectual property resulting from future research by TIGR. The Company is relieved of its obligation to provide future funding (including all research funding) to TIGR, which would have amounted to approximately $38 million. Certain limitations on TIGR's publication of intellectual property and restrictions on TIGR entering into commercial agreements contained in the prior agreements were also terminated. However, pursuant to the Termination Agreement, TIGR has agreed not to enter into commercial agreements for the next four years with respect to selected therapeutic proteins and associated diagnostic tests currently in development by the Company. In addition, the Company will be entitled to be paid a percentage of certain payments received by TIGR from commercial agreements relating to human therapeutic proteins in which TIGR grants or agrees to grant rights within two years. (NOTE E) - COLLABORATION AGREEMENTS Agreements with SmithKline Beecham Corporation In May 1993, the Company entered into a collaboration agreement, as amended ("SB Collaboration Agreements"), providing SmithKline Beecham Corporation ("SB") a first right to develop and market products in human and animal healthcare ("SB Products"), based upon human genes identified by the Company. In return, SB has paid $125 million to the Company since 1993. Approximately $55 million was allocated to the purchase price of 1,351,738 shares of common stock with the balance of $70 million recognized from license fees, option rights and milestone payments. Of the $70 million recognized since 1993, $6.9 million was recognized during the year ended December 31, 1996. F-9 39 HUMAN GENOME SCIENCES, INC. NOTES TO FINANCIAL STATEMENTS (NOTE E) - COLLABORATION AGREEMENTS (CONTINUED) The 1996 payment by SB of $25 million was made pursuant to the Company's achievement of Milestone III. Pursuant to the SB Collaboration Agreements, the payment was allocated as follows. The Company sold 339,065 shares of common stock to SB at $58.28 per share, which was calculated pursuant to the contract as 125% of the average market price of the Company's common stock for the five trading days preceding payment, for total proceeds of approximately $18.1 million. The remainder of the payment was allocated to the deliverables and other data being transferred to SB and recorded by the Company as revenue. In addition, the Company is entitled to (i) royalties on the net sales of SB Products, (ii) product development progress payments and (iii) the option to co-promote up to 20% of any product development by SB under the collaboration agreement. In June 1996, the SB Collaboration Agreements were substantially amended (the "SB Amendment") to allow the Company and SB together to enter into collaboration agreements with additional pharmaceutical companies ("Collaboration Partners") in the SB Field (other than diagnostics and animal healthcare in which SB has generally retained exclusive rights). The SB Amendment restricts the Company from entering into further collaborations in the SB Field during the initial research term (through June 2001). The restriction also applies to certain products which are subject to research plans submitted by SB prior to the expiration of the initial research term and for a period thereafter. SB has the right to extend the research term for up to five additional years by making certain payments, which would extend the time for submitting research plans as to therapeutic products. The SB Amendment provides that SB and the Company will share equally in any license fee payments paid by the Collaboration Partners and that the Company will receive all royalties and research payments paid by the Collaboration Partners. The SB Collaboration Agreements provide for payments to the Company by SB of royalties on net sales of SB Products based on the Company's patents or technologies made by SB and milestone payments in connection with the development of SB Products. In July 1997, the Collaboration Agreement with SB was amended with respect to human diagnostic products based on the Company's human gene technology. The amended agreement simplified procedures for outlicense by SB of diagnostic products based on the Company's human gene technology. In addition, the new agreement permits the Company to develop and market diagnostic tests that correspond to therapeutic products developed by the Company pursuant to its collaboration agreement with SB and to outlicense diagnostic tests corresponding to therapeutic products outlicensed by the Company. Under the new agreement, SB has agreed to pay a royalty to the Company which is at a rate that is competitive in the diagnostic field on diagnostic products based on the Company's human gene technology sold or outlicensed by SB. Except for the modifications relating to human diagnostic products, this amended agreement has no effect on the existing collaboration between the Company and SB, nor does it have any effect on collaboration agreements with the Company's and SB's collaboration partners. Other Collaboration Agreements in the SB Field In June 1995, the Company entered into an Option and License Agreement with Takeda Chemical Industries, Ltd. ("Takeda") pursuant to which Takeda was granted an exclusive option to license rights under the Company's patents and technology in the field of human healthcare (other than gene therapy, antisense and diagnostics) to make and sell a limited number (equal to the number of collaboration partners other than SB and Takeda with which the Company enters into collaboration agreements in the SB field) of products in Japan. In consideration of the grant of the option, Takeda paid the Company $5 million, which was recognized as revenue by the Company in 1995, and agreed to pay to the Company royalties based on the sale of Takeda products covered by the Option and License Agreement and certain milestone payments. In June 1996, the Company and SB entered into collaboration agreements ("Additional Collaboration Partner Agreements") with Schering Corporation and Schering Plough Ltd. ("Schering Plough"), Synthelabo S.A., and Merck KGaA ("Merck"), (collectively "Additional Collaboration Partners"). The Additional Collaboration Partner Agreements provide the Additional Collaboration Partners the rights and licenses to access the Company's Human Gene Technology, as well as biological information developed by the Company and SB prior to, and in the case of the Company, after the effective date of such Agreement, to discover, develop and commercialize products based upon or derived from such Company technology in the SB Field (other than diagnostics and animal healthcare). The Additional Collaboration Partners are obligated to pay license fees, research payments, milestone payments and royalties in connection with the agreements. The initial research term expires in June 2001. The Additional Collaboration Partners have the right to extend the term for up to five additional years by making certain additional payments. Aggregate license fees and research payments due under the Additional Collaboration Partner Agreements to which the Company is entitled is $87.5 million, payable in equal installments over a five-year period. The Company has recognized revenue of $18.5 million, $16.5 million and $16.5 million in license fees and additional payments during 1998, 1997 and 1996, respectively, related to the Additional Collaboration Partner Agreements. F-10 40 HUMAN GENOME SCIENCES, INC. NOTES TO FINANCIAL STATEMENTS (NOTE E) - COLLABORATION AGREEMENTS (CONTINUED) Collaborative Agreements Outside of the SB Field In January 1996, the Company entered into a comprehensive Research Collaboration Agreement in the field of corn genomics with Pioneer Hi-Bred International, Inc. ("Pioneer"). Under the terms of the agreement, the Company has received and recorded as revenue $16 million from Pioneer since January 1996 of which $5.0, $3.0, and $8.0 was recorded as revenue during 1998, 1997, and 1996, respectively . The relationship is exclusive for five years. Pioneer will own all sequence information and intellectual property developed as a result of this collaboration. The Company retains commercial rights to use any gene sequence in human health and for certain specialty and industrial enzyme applications. In March 1996, the Company entered into a License Agreement with F. Hoffmann-La Roche, Ltd. ("Roche") to sequence and assemble the genome of Streptococcus pneumoniae, a major bacterial pathogen responsible for severe respiratory and other infections. Roche has received a license to use this information to identify potential new anti-infectives and antibiotics. During 1997, the Company received and recorded as revenue $1 million from Roche related to an additional research payment. The Company received $2 million from Roche in 1995, which was recorded as revenue in 1996. The Company may receive additional research payments and potential future royalties. In June 1996, the Company entered into a Collaboration and License Agreement with Schering Plough relating to the field of human gene therapy (including gene therapy vaccines to a limited extent). Under this agreement, the Company has granted Schering Plough a non-exclusive license to use the Company's Human Gene Technology to conduct research, and an option to obtain an exclusive license to specific genes in the field of gene therapy. The agreement provides that Schering Plough will pay the Company a $5 million license fee (payable over five years) for a non-exclusive research license, an option exercise fee and development milestone payments for each gene for which it exercises its option to obtain an exclusive license and royalties on net sales of gene therapy products resulting from research under the agreement. The agreement is for an initial term expiring June 2001, subject to extension until 2006 on payment of certain amounts. The Company has received $1 million for the license fee in each of 1998, 1997 and 1996, which the Company recorded as revenue. In October 1996, the Company entered into a License and Research Agreement with Pharmacia & Upjohn Company to sequence a certain genome. Pharmacia & Upjohn Company has received license rights to use this information to develop products for the human pharmaceutical and veterinary fields. The Company received $3.0 million from Pharmacia & Upjohn Company in 1998 related to license fees and research payments of which $1.3 million has been recorded as revenue during 1998 with the remaining $1.7 million recorded as deferred revenue. The Company received $3 million from Pharmacia & Upjohn Company in 1997 related to license fees and research payments of which $2 million has been recorded as revenue during 1997 with the remaining $1 million recorded as deferred revenue at December 31, 1997, and recognized as revenue in 1998. The Company received $3 million from Pharmacia & Upjohn Company in 1996 of which $1.5 million was recorded as deferred revenue at December 31, 1996, and recognized as revenue in 1997. In March 1998, the Company entered into a gene therapy collaboration agreement with Transgene, S.A. ("Transgene"), of Strasbourg, France. Under this agreement, the Company received a 10% equity interest in Transgene valued at $25.7 million based on Transgene's initial public offering ("IPO") share price in exchange for giving Transgene the right to develop and co-market gene therapy products from 10 genes selected by Trangene from the Company's database. The Company initially recorded its investment in Transgene at the IPO price with an offsetting entry to deferred revenues. The Company will recognize the $25.7 million of revenue from this transaction over the shorter of the ten-year term of the agreement or prorated upon the selection of genes by Transgene. The Company recognized $2.6 million as revenue in 1998. As of December 31, 1998, the Company adjusted the investment to the current market value of $27.2 million with an offsetting credit to accumulated other comprehensive income within the Company's stockholders' equity section of the balance sheet. F-11 41 HUMAN GENOME SCIENCES, INC. NOTES TO FINANCIAL STATEMENTS (NOTE F) - PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment, including equipment under capital leases, are stated at cost and are summarized as follows: December 31, ------------ 1998 1997 ---- ---- Laboratory equipment.................................... $19,688,000 $18,854,000 Computers and EDP equipment............................. 7,437,000 6,073,000 Furniture and office equipment.......................... 953,000 1,113,000 Leasehold improvements.................................. 9,045,000 8,551,000 Construction in Progress................................ 4,338,000 2,787,000 -------------- ------------- 41,461,000 37,378,000 Less accumulated depreciation and amortization.......... 20,496,000 16,731,000 -------------- ------------- $20,965,000 $20,647,000 ============== ============== (NOTE G) - EQUIPMENT LEASE OBLIGATIONS Prior to 1995, the Company entered into sale and leaseback agreements in connection with certain computer and laboratory equipment having a net book value of $2,132,000 and $1,302,000, respectively. The Company sold the equipment for $2,198,000 and $1,575,000, respectively, and entered into three master lease agreements pursuant to which it leased back the above equipment for initial terms of 48 months. All of the equipment leased under these agreements has been accounted for as capital leases. In addition, the Company entered into other capital lease agreements for certain equipment for initial terms of 36 months. The recording of capital leases is considered a non-cash transaction, and therefore is excluded from the Statements of Cash Flows. Amortization expense related to equipment under capital leases is included in depreciation and amortization on the statements of cash flows. The net book value of the equipment held under capital leases was $0 and $81,000 at December 31, 1998 and 1997, respectively. In conjunction with the master lease agreements, the Company granted warrants to the lessors to purchase 594,000 shares of the Company's common stock, which the Company valued at $0.27 per warrant. All of the warrants have been exercised at a purchase price of $1.33 per share or by receiving shares equal to the value (as determined by a formula) of the warrants by surrender of the warrants. In 1998, a lessor exercised warrants for the purchase of 75,650 shares by electing to receive 73,527 shares. In 1997, a lessor exercised warrants for the purchase of 5,350 shares by electing to receive 5,161 shares. In 1996, a lessor exercised warrants for the purchase of 18,000 shares by electing to receive 17,431 shares. (NOTE H) - OTHER ASSETS Other assets at December 31, 1998 and 1997, include a note receivable from an officer of $891,000. The note is due on demand and does not bear interest. The note is collateralized by shares of the Company's common stock owned by the officer that has a market value of at least 200% of the outstanding balance of the note. (NOTE I) - ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses are comprised of the following: December 31, ------------ 1998 1997 ---- ---- Equipment purchases..................................... $ 799,000 $ 868,000 Professional fees....................................... 1,316,000 1,223,000 Other accrued expenses.................................. 2,527,000 2,565,000 ------------- ------------- $4,642,000 $4,656,000 ============= ============= F-12 42 HUMAN GENOME SCIENCES, INC. NOTES TO FINANCIAL STATEMENTS (NOTE J) - LONG-TERM DEBT In December 1994, the Company entered into a loan agreement with Maryland Industrial Development Financing Authority ("MIDFA"). Major leasehold improvements were financed with the proceeds of a $4,000,000 taxable variable rate bond issue (the "Bonds") from MIDFA. The Company is required to make annual payments of $444,000 commencing December 1995 plus interest at a variable rate of interest (5.46% at December 31, 1998 and 6.06% at December 31, 1997), to the trustee on behalf of the bondholders which is equal to the interest and principal requirements on the bonds. The variable rate is equal to 50 basis points plus the higher of the yield equivalent of the average 30-day or 90-day commercial paper rate. Under certain circumstances, the rate may be adjusted either upward or downward but in no event in excess of 10 basis points above or below the rate determined above. MIDFA has entered into an indenture with the Trustee whereby the Trustee has obtained an irrevocable letter of credit on behalf of the bondholders. Required monthly principal payments of $37,000 plus interest are deposited into a bond fund. The interest is disbursed monthly to the bondholders. Principal is repaid to the bondholders at the rate of $444,000 annually with a final payment of $448,000 on December 1, 2003. The Company deposited $592,080 and $797,850 of principal and interest into the bond fund during the years ended December 31, 1998 and 1997, respectively. In connection with the Loan Agreement, the Company entered into an irrevocable Letter of Credit Agreement with a bank for the account of the Company and in favor of the Trustee in the initial amount of $4,066,667, which expires on December 15, 2003. Concurrently, the Company entered into a Collateral Pledge Agreement with the bank. The Company is required to maintain 43% of the outstanding principal amount of the Bonds (50% is required under certain circumstances) with the bank as Collateral for the Letter of Credit. Pursuant to the Collateral Pledge Agreement at December 31, 1998 and 1997, the Company had $1,367,000 and $1,452,000, respectively, on deposit with the bank, which is included in Restricted Investments in the balance sheets. The pledge collateral will be released upon the payment and performance in full of the Company's Letter of Credit obligations. The agreement contains covenants with respect to tangible net worth, cash and cash equivalents and investment securities, as well as other covenants, and prohibits the payment of cash dividends. During 1994, the Company incurred costs of $136,000 in connection with this loan, which are being amortized over the term of the loan. (NOTE K) - COMMITMENTS AND OTHER MATTERS Operating leases The Company leases office and laboratory premises and equipment pursuant to operating leases expiring at various dates through 2017. The leases contain various renewal options. Minimum annual rentals are as follows: Years Ending December 31, ------------------------------ 1999......................... $ 5,990,790 2000......................... 6,074,955 2001......................... 6,197,186 2002......................... 6,278,051 2003......................... 5,353,707 Thereafter................... 35,001,144 -------------- $64,895,833 ============== The Company has entered into leases for office and laboratory space which provide for certain rent abatement and rent escalations on each anniversary of the lease commencement date. For financial reporting purposes, rent expense is charged to operations on a straight-line basis over the term of the lease, resulting in a liability for deferred rent of $343,000 and $300,000 at December 31, 1998 and 1997, respectively. Certain other leases provide for escalation for increases in real estate taxes and certain operating expenses, as well as various renewal terms. During 1997, the Company entered into a 20-year lease for a process development and production facility consisting of 80,000 square feet expandable to 120,000 square feet being built to the Company's specifications. Annual base rent of $2.2 million began January 1, 1999. Pursuant to the lease terms, the Company had a security deposit of $5,382,000 as of December 31, 1998 on deposit with the bank which is included in Restricted Investments in the Balance Sheets. The security deposit will accrue interest earned up to a total security deposit of $10.0 million. Any amounts over $10.0 million will be released to the Company. The security deposit will be released at the end of the lease term. The lease agreement contains covenants with respect to tangible net worth, cash and cash equivalents F-13 43 HUMAN GENOME SCIENCES, INC. NOTES TO FINANCIAL STATEMENTS (NOTE K) - COMMITMENTS AND OTHER MATTERS (CONTINUED) and investment securities, as well as other covenants. The lease requires additional security deposit if the Company falls below its covenants. In 1998, the Company entered into a lease agreement to lease up to $10.0 million of lab, furniture and computer equipment for its recently leased process development and production facility. The lease agreement has an initial term of 7 years. As of December 31, 1998, the Company had leased $6.2 million of equipment. The agreement has been accounted for as an operating lease. Rent expense aggregated $3,136,000, $2,384,000, and $1,988,000 for the years ended December 31, 1998, 1997 and 1996, respectively. Capital Expenditures At December 31, 1998 and 1997, the Company had commitments for capital expenditures, consisting primarily of laboratory equipment, of $2,480,000 and $353,000, respectively. 401(k) Plan Effective January 15, 1993, the Company adopted a 401(k) pension plan available to eligible full-time employees. The Company made contributions of $340,000, $235,000, and $168,000 to the plan for the years ended December 31, 1998, 1997, and 1996, respectively. (NOTE L) - STOCKHOLDERS' EQUITY Preferred Stock In November 1993, the stockholders authorized a new series of preferred stock of 1,000,000 shares, $.01 par value, none of which was issued and outstanding at December 31, 1998 and 1997. Stock Option Plans The Company has stock option plans under which options to purchase shares of the Company's common stock may be granted to employees, consultants and directors at a price no less that the fair market value on the date of grant. At December 31, 1998, the total authorized number of shares under all plans was 6,515,827. The vesting period of the options is determined by the Board of Directors and is generally five years. All options expire after ten years, from the date of grant. During 1998, the Board of Directors approved the re-pricing of stock option grants totaling 1,914,949 shares to the then current market value. Option transactions during 1998, 1997 and 1996 are summarized as follows: YEARS ENDED DECEMBER 31, -------------------------------------------------------------------------------------------- 1998 1997 1996 WEIGHTED- WEIGHTED- WEIGHTED- AVERAGE AVERAGE AVERAGE EXERCISE EXERCISE EXERCISE SHARES PRICE SHARES PRICE SHARES PRICE ------------- ------------- ------------- ------------- ------------- ------------- Outstanding at beginning of year 3,042,909 $37.42 1,822,397 $ 23.02 1,283,325 $15.26 Options granted 3,205,532 30.92 1,644,351 48.57 790,616 32.18 Options exercised (353,283) 19.34 (280,340) 14.90 (193,752) 9.80 Options canceled or expired (2,313,820) 36.75 (143,499) 26.37 (57,792) 20.15 ------------- ------------- ------------- Outstanding at end of year 3,581,338 33.82 3,042,909 37.42 1,822,397 23.02 ============= ============= ============= Options exercisable at end of year 1,082,315 26.30 726,284 23.43 497,433 16.82 ============= ============= ============= F-14 44 HUMAN GENOME SCIENCES, INC. NOTES TO FINANCIAL STATEMENTS (NOTE L) - STOCKHOLDERS' EQUITY (CONTINUED) The following table summarizes information about stock options outstanding at December 31, 1998: Options Outstanding Options Exercisable ------------------------------------------------------ ------------------------------ Weighted- Average Weighted- Weighted- Remaining Average Average Number Contractual Exercise Number Exercise Range of Exercise Price Outstanding Life (In Years) Price Exercisable Price - ----------------------- --------------- ----------------- ------------ ------------- ------------ $ .00 to $ 12.75 80,955 4.4 $ 2.62 80,955 $ 2.62 $12.75 to $ 22.00 196,219 5.4 18.06 146,989 18.22 $23.50 to $ 34.50 2,841,580 8.3 28.99 804,987 28.25 $36.25 to $ 39.00 27,084 7.9 37.04 13,584 36.63 $39.00 to $ 69.99 85,500 8.8 40.62 5,800 40.47 $70.00 to $100.00 350,000 6.8 87.14 30,000 70.00 --------------- ----------------- ------------ ------------- ------------ 3,581,338 7.9 $ 33.82 1,082,315 $ 26.30 =============== ================= ============ ============= ============ The Company applies APB No. 25 in accounting for its stock option plans and, accordingly, recognizes compensation expense for the difference between the fair value of the underlying common stock and the grant price of the option at the date of grant. The effect of applying SFAS No. 123 on 1998, 1997 and 1996 pro forma net loss and net loss per share as stated above is not necessarily representative of the effects on reported net loss for future years due to, among other things, (1) the vesting period of the stock options and the (2) fair value of additional stock options in future years. Had compensation cost for the Company's stock option plans been determined based upon the fair value at the grant date for awards under the plans consistent with the methodology prescribed under SFAS No. 123, the Company's net loss in 1998, 1997, and 1996 would have been approximately $27.7 million, $32.5 million, and $12.9 million, respectively, or $1.23 per share, $1.51 per share, and $0.69 per share, respectively. The fair value of the options granted during 1998 and 1997 are estimated as $17.04 and $18.26 per share, respectively, on the date of grant using the Black-Scholes option-pricing model with the following assumptions: dividend yield of 0%, volatility of 52% for 1998 and 46.03% for 1997, risk-free interest rate of 4.54% for 1998 and 5.75% for 1997, and expected life of 6 years. At December 31, 1998, options for 1,949,255 were available for future grant. At December 31, 1997, options for 340,967 were available for future grant. (NOTE M) - PREFERRED SHARE PURCHASE RIGHTS On May 20, 1998, the Company adopted a Shareholder Rights Plan which provided for the issuance of rights to purchase shares of Junior Participating Preferred Stock, par value $0.01 per share (the "Preferred Shares"), of the Company. Under the shareholder rights plan, the Company distributed one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $0.01 (the "Common Shares"), of the Company. The Rights were distributed on June 26, 1998 to stockholders of record on May 27, 1998. Each Right entitles the holder to purchase from the Company one one-thousandth of a Preferred Share at a price of $250 per one one-thousandth of a Preferred Share, subject to adjustment. The rights become exercisable ten business days after any party acquires or announces an offer to acquire beneficial ownership of 15% or more of the Company's Common Shares. In the event that any party acquires 15% or more of the Company's Common Stock, the Company enters into a merger or other business combination, or if a substantial amount of the Company's assets are sold after the time that the Rights become exercisable, the Rights provide that the holder will receive, upon exercise, shares of the common stock of the surviving or acquiring company, as applicable, having a market value of twice the exercise price of the Right. The Rights expire May 20, 2008, and are redeemable by the Company at a price of $0.001 per Right at any time prior to the time that any party acquires 15% or more of the Company's Common Shares. Until the earlier of the time that the Rights become exercisable, are redeemed or expire, the Company will issue one Right with each new Common Share issued. F-15 45 HUMAN GENOME SCIENCES, INC. NOTES TO FINANCIAL STATEMENTS (NOTE N) - INCOME TAXES The Company provides for income taxes using the liability method. The difference between the tax provision and the amount that would be computed by applying the statutory Federal income tax rate to income before taxes is attributable to the following: Year Ended December 31, ----------------------- 1998 1997 1996 ---- ---- ---- Federal income tax provision at 34%................... $(7,860,000) $(7,181,000) $ (2,570,000) Expenses for which no tax benefit is available........ 45,000 31,000 112,000 Expenses for which no book benefit is available....... (1,664,000) (1,550,000) - Increase in valuation allowance on deferred tax assets 13,554,000 12,465,000 3,262,000 State taxes, net of federal tax benefit............... (1,131,000) (1,286,000) (391,000) Foreign taxes paid.................................... 225,000 245,000 225,000 Tax credits generated and not used.................... (1,097,000) (2,436,000) (403,000) Other................................................. (1,847,000) (43,000) (27,000) --------------- --------------- ---------------- $ 225,000 $ 245,000 $ 208,000 =============== =============== ================ Temporary differences and carryforwards which give rise to a significant portion of deferred tax assets and liabilities are as follows: CURRENT LONG-TERM ASSET/(LIABILITY) ASSET/(LIABILITY) ---------------- ---------------- December 31, 1998 Net operating loss carryforward...................................... $ - $ 23,052,000 Research and development and other tax credit carryforward........... - 7,438,000 Deferred revenue..................................................... 8,925,000 Depreciation......................................................... - 1,339,000 Other................................................................ 330,000 143,000 ---------------- ---------------- 330,000 40,897,000 Less valuation allowance............................................. (330,000) (40,897,000) ---------------- ---------------- $ - $ - ================ ================ December 31, 1997 Net operating loss carryforward...................................... $ - $ 19,359,000 Research and development and other tax credit carryforward........... - 7,186,000 Depreciation......................................................... - 744,000 Other................................................................ 267,000 118,000 ---------------- ---------------- 267,000 27,407,000 Less valuation allowance............................................. (267,000) (27,407,000) ---------------- ---------------- $ - $ - ================ ================ The Company recognized a valuation allowance to the full extent of its deferred tax assets since the likelihood of realization of the benefit cannot be determined. F-16 46 HUMAN GENOME SCIENCES, INC. NOTES TO FINANCIAL STATEMENTS (NOTE N) - INCOME TAXES (CONTINUED) Provision for income taxes is comprised of the following: Year Ended December 31, ----------------------- 1998 1997 1996 ---- ---- ---- Current: Federal............................................. $ - $ - $ - State............................................... - - (17,000) Foreign taxes....................................... 225,000 245,000 225,000 Deferred................................................ - - - ------------- --------------- -------------- $225,000 $245,000 $ 208,000 ============= =============== ============== The Company has available tax credit carryforwards expiring as follows: 2000............................................................... $ 500,000 2001............................................................... 225,000 2002............................................................... 245,000 2003............................................................... 225,000 2008............................................................... 745,000 2009............................................................... 1,297,000 2010............................................................... 534,000 2011............................................................... 846,000 2012............................................................... 1,711,000 2013............................................................... 872,000 No expiration...................................................... 238,000 -------------- $ 7,438,000 ============== The Company has net operating loss carryforwards for federal income tax purposes of approximately $55.5 million which expire, if unused, from the year 2010 through the year 2013. The tax benefit of approximately $3.4 million of net operating losses related to stock options will be credited to equity when the benefit is realized through utilization of the net operating loss carryforwards. (NOTE O) - INVESTMENT IN VASCULAR GENETICS INC. In November 1997, the Company entered into an agreement with three other parties to form a new privately held company, Vascular Genetics Inc. ("VGI"), to pursue the development and commercialization of gene therapy products for the treatment of vascular diseases. As a result of the November, 1997 agreement and other transactions since that time, as of January 31, 1999, the Company holds a significant minority equity interest in VGI of 33.9% . The Company also holds preemptive rights that will permit retention of the Company's ownership position in the event of a future financing. In addition, the Company has the option to purchase 100% of VGI's common stock at fair market value upon receiving the approval from one of the other parties and the board of directors of VGI. The Company will earn royalties on net sales from products developed and commercialized by VGI or by a party granted a sublicense by VGI. Royalty rates are competitive and increase as specified sales targets are reached. In addition, the Company has the option to manufacture certain products developed by VGI and receive a manufacturing fee. The Company committed to lend VGI up to $600,000 at an interest rate of prime plus 1%. As of December 31, 1998, the Company had loaned $600,000 to VGI of which the Company agreed to forgive $100,000 in 1998. In 1998, the Company recorded on its statement of operations $2.2 million as equity in loss of joint venture representing its percentage of VGI net losses which included writing off the investment and receivable balances. The Company has appointed two directors to the Board of Directors of VGI. F-17 47 HUMAN GENOME SCIENCES, INC. NOTES TO FINANCIAL STATEMENTS (NOTE P) - NET LOSS PER SHARE The following table sets forth the computation of basic and diluted net loss per share: Years ended December 31, ----------------------------------------------------------- 1998 1997 1996 ----------------- ---------------- ----------------- Numerator: Net loss $(23,182,000) $(21,393,000) $(7,767,000) ================= ================ ================= Denominator: Denominator for basic earnings per share - weighted-average shares 22,434,131 21,525,283 18,630,986 ================= ================ ================= Denominator for diluted earnings per share - adjusted weighted average shares and assumed conversions 22,434,131 21,525,283 18,630,986 ================= ================ ================= Basic loss per share $(1.03) $(0.99) $(0.42) ================= ================ ================= Diluted loss per share $(1.03) $(0.99) $(0.42) ================= ================ ================= F-18