- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM 10-Q
[x] Quarterly report pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934
For the quarterly period ended September 30, 1997
OR
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934
For the transition period from to
--------- ----------
Commission File Number 0-19319
---------
Vertex Pharmaceuticals Incorporated
(Exact name of registrant as specified in its charter)
Massachusetts 04-3039129
------------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
130 Waverly Street, Cambridge, Massachusetts 02139-4242
--------------------------------------------------------
(Address of principal executive offices, including zip code)
(617) 577-6000
--------------
(Registrant's telephone number, including area code)
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 the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Common Stock, par value $.01 per share 25,196,342
- -------------------------------------- -------------------------------
Class Outstanding at November 6, 1997
1
VERTEX PHARMACEUTICALS INCORPORATED
INDEX
Page
--------
Part I. - Financial Information
Item 1. Condensed Consolidated Financial Statements
Report of Independent Accountants 3
Condensed Consolidated Balance Sheets -
September 30, 1997 and December 31, 1996 4
Condensed Consolidated Statements of Operations -
Three Months Ended September 30, 1997 and 1996 5
Condensed Consolidated Statements of Operations -
Nine Months Ended September 30, 1997 and 1996 6
Condensed Consolidated Statements of Cash Flows -
Nine Months Ended September 30, 1997 and 1996 7
Notes to Condensed Financial Statements 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
Part II. - Other Information 14
Signatures 15
2
Report of Independent Accountants
---------------------------------
To the Board of Directors and Stockholders of Vertex Pharmaceuticals
Incorporated:
We have reviewed the accompanying condensed consolidated balance sheet of
Vertex Pharmaceuticals Incorporated as of September 30, 1997, and the related
condensed consolidated statements of operations and cash flows for the three
month and the nine month periods ended September 30, 1997 and 1996. These
financial statements are the responsibility of the company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the condensed consolidated financial statements referred to
above for them to be in conformity with generally accepted accounting
principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet as of December 31, 1996, and the
related consolidated statements of operations, retained earnings, and cash
flows for the year then ended (not presented herein); and in our report dated
February 18, 1997, we expressed an unqualified opinion on those consolidated
financial statements. In our opinion, the information set forth in the
accompanying condensed consolidated balance sheet as of December 31, 1996, is
fairly stated, in all material respects, in relation to the consolidated
balance sheet from which it has been derived.
/s/ COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
October 21, 1997
3
VERTEX PHARMACEUTICALS INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)
September 30, December 31,
1997 1996
------------- ------------
ASSETS
Current assets:
Cash and cash equivalents $ 177,191 $ 34,851
Short-term investments 106,092 95,508
Prepaid expenses and other current assets 2,183 1,791
------------- ------------
Total current assets 285,466 132,150
Restricted cash 2,316 2,316
Property and equipment, net 10,182 8,663
Other assets 763 370
------------- ------------
Total assets $ 298,727 $ 143,499
------------- ------------
------------- ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Obligations under capital lease and debt $ 2,677 $ 2,910
Accounts payable and accrued expenses 8,525 4,146
Deferred revenue 556 ---
------------- ------------
Total current liabilities 11,758 7,056
------------- ------------
Obligations under capital leases and debt, excluding
current portion 5,488 5,617
------------- ------------
Total liabilities 17,246 12,673
------------- ------------
Stockholders' equity:
Common stock 251 211
Additional paid-in capital 391,056 227,510
Equity adjustments 151 49
Accumulated deficit (109,977) (96,944)
------------- ------------
Total stockholders' equity 281,481 130,826
------------- ------------
Total liabilities and stockholders' equity $ 298,727 $ 143,499
------------- ------------
------------- ------------
The accompanying notes are an integral part of
these condensed consolidated financial statements.
4
VERTEX PHARMACEUTICALS INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)
Three Months Ended September 30,
--------------------------------
1997 1996
---------- ----------
Revenues:
Collaborative and other research and development $ 9,739 $ 2,930
Interest income 3,808 1,190
---------- ----------
Total revenues 13,547 4,120
---------- ----------
Costs and expenses:
Research and development 16,449 8,525
General and administrative 2,813 1,832
Interest 141 109
---------- ----------
Total costs and expenses 19,403 10,466
---------- ----------
Net loss $ (5,856) $ (6,346)
---------- ----------
---------- ----------
Net loss per common share $ (0.23) $ (0.33)
---------- ----------
---------- ----------
Weighted average number of common shares
outstanding 25,119 19,364
---------- ----------
---------- ----------
The accompanying notes are an integral part of
these condensed consolidated financial statements.
5
VERTEX PHARMACEUTICALS INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share amounts)
Nine Months Ended September 30,
-------------------------------
1997 1996
---------- ----------
Revenues:
Collaborative and other research and development $ 22,719 $ 8,519
Interest income 9,901 3,498
---------- ----------
Total revenues 32,620 12,017
---------- ----------
Costs and expenses:
Research and development 37,561 27,352
General and administrative 7,654 5,473
License payment --- 15,000
Interest 438 331
---------- ----------
Total costs and expenses 45,653 48,156
---------- ----------
Net loss $(13,033) $(36,139)
---------- ----------
---------- ----------
Net loss per common share $ (0.54) $ (2.00)
---------- ----------
---------- ----------
Weighted average number of common shares
outstanding 23,950 18,036
---------- ----------
---------- ----------
The accompanying notes are an integral part of
these condensed consolidated financial statements.
6
VERTEX PHARMACEUTICALS INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
Nine Months Ended September 30,
-------------------------------
1997 1996
---------- ----------
Cash flows from operating activities:
Net loss $(13,033) $(36,139)
Adjustments to reconcile net loss to
net cash used by operating activities:
Depreciation and amortization 2,565 2,534
Changes in assets and liabilities:
Prepaid expenses and other
current assets (392) 18
Accounts payable and accrued
expenses 4,379 (3,607)
Deferred revenue 556 (197)
---------- ----------
Net cash provided (used) by
operating activities (5,925) (37,391)
---------- ----------
Cash flows from investing activities:
Net purchases and sales of short-term investments (10,468) (33,767)
Expenditures for property and equipment (4,084) (1,708)
Other assets (393) (869)
---------- ----------
Net cash provided (used) by
investing activities (14,945) (36,344)
---------- ----------
Cash flows from financing activities:
Net proceeds from public offerings of common stock 148,810 77,539
Proceeds from private placement of common stock 10,000 5,000
Other issuances of common stock 4,776 2,039
Proceeds from equipment sale/leaseback and debt 1,855 1,488
Repayment of capital lease obligations (2,217) (1,598)
---------- ----------
Net cash provided (used) by
financing activities 163,224 84,468
---------- ----------
Effect of exchange rate changes on cash (14) 1
---------- ----------
Increase (decrease) in cash and cash equivalents 142,340 10,734
Cash and cash equivalents at beginning of period 34,851 28,390
---------- ----------
Cash and cash equivalents at end of period $177,191 $ 39,124
---------- ----------
---------- ----------
The accompanying notes are an integral part of
these condensed consolidated financial statements.
7
VERTEX PHARMACEUTICALS INCORPORATED
NOTES TO CONDENSED FINANCIAL STATEMENTS
1. Basis of Presentation
The year end condensed balance sheet data was derived from audited
financial statements. Certain information and footnote disclosures normally
included in the Company's annual financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted.
The interim financial statements, in the opinion of management, reflect all
adjustments (including normal recurring accruals) necessary for a fair
statement of the results for the interim periods ended September 30, 1997 and
1996.
The results of operations for the interim periods are not necessarily
indicative of the results of operations to be expected for the fiscal year,
although the Company expects to incur a substantial loss for the year ended
December 31, 1997. These interim financial statements should be read in
conjunction with the audited financial statements for the year ended December
31, 1996, which are contained in the Company's 1996 Annual Report to its
shareholders and in its Form 10-K filed with the Securities and Exchange
Commission.
2. Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all
highly liquid investments with maturities of three months or less at the date
of purchase to be cash equivalents. Changes in cash and cash equivalents may
be affected by shifts in investment portfolio maturities as well as by actual
net cash receipts or disbursements.
3. Net Loss per Common Share
The net loss per common share is computed based upon the weighted average
number of common shares outstanding. Common equivalent shares are not
included in the per-share calculations where the effect would be
anti-dilutive.
4. Recently Issued Accounting Standards
The Financial Accounting Standards Board ("FASB") has issued Statement of
Financial Accounting Standards No. 128 ("SFAS 128"), "Earnings Per Share"
which modifies the way in which earnings per share ("EPS") is calculated and
disclosed. SFAS 128 requires a dual presentation of basic and diluted EPS
for all years presented in the income statements. SFAS 128 is effective for
financial statements for periods ending after December 15, 1997. The
adoption of SFAS 128 is not expected to have a material impact on the
Company's EPS calculation.
The FASB has recently issued Statement of Financial Accounting Standards
No. 130 ("SFAS 130"), "Reporting Comprehensive Income". This Statement
requires that total comprehensive income be reported and that changes be
shown in a financial statement displayed with the same prominence as other
financial statements. SFAS 130 is effective for fiscal years beginning after
December 15, 1997. Reclassification of financial statements for earlier
periods is required for comparative purposes. The Company does not believe
that this will have a material impact on results of operations.
8
VERTEX PHARMACEUTICALS INCORPORATED
NOTES TO CONDENSED FINANCIAL STATEMENTS
5. Recent Collaborative Agreements
In September 1997, the Company and Kissei Pharmaceutical Co. Ltd.
("Kissei") entered into a collaborative agreement to design inhibitors of p38
MAP Kinase and to develop them as novel, orally active drugs for the
treatment of inflammatory and neurological diseases. Under the terms of the
agreement, Kissei will pay the Company up to $22 million composed of a $4
million research funding payment paid in September 1997, $11 million of
product research funding over three years and $7 million of development and
commercialization milestone payments. The Company and Kissei will
collaborate to identify and evaluate compounds that target p38 MAP Kinase.
Kissei will have the right to develop and commercialize these compounds in
its licensed territories. Kissei has exclusive rights to p38 MAP Kinase
compounds in Japan and certain Southeast Asian countries and semi-exclusive
rights in China, Taiwan and South Korea. The Company retains exclusive
marketing rights in the United States, Canada, Europe, and the rest of the
world. In addition, the Company will have the right to supply bulk drug
material to Kissei for sale in its territory, and will receive royalties and
drug supply payments on any product sales. Kissei has the right to terminate
the agreement without cause upon six months' notice after June 1998.
In June 1997, the Company and Eli Lilly and Company ("Lilly") entered
into a collaborative agreement to design inhibitors of the hepatitis C
protease enzyme, and to develop them as novel drugs to treat hepatitis C
infection. Under the terms of the agreement, Lilly will pay the Company up to
$51 million composed of a $3 million research funding payment paid in June
1997, $33 million of product research funding over six years and $15 million
of development and commercialization milestone payments. The Company and
Lilly will jointly manage the research, development, manufacturing and
marketing of drug candidates emerging from the collaboration. The Company
will have primary responsibility for drug design, process development and
pre-commercial drug substance manufacturing, and Lilly will have primary
responsibility for formulation, preclinical and clinical development and
global marketing. The Company has the option to supply 100 percent of
Lilly's commercial drug substance supply needs. The Company will receive
royalties on future product sales, if any. If the Company exercises its
commercial supply option, the Company will receive drug supply payments in
addition to royalties on future product sales, if any. Lilly has the right
to terminate the agreement without cause upon six months' notice after June
1999. In connection with this collaboration, Lilly purchased 263,922 shares
of the Company's common stock for $10,000,000.
9
VERTEX PHARMACEUTICALS INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The Company is engaged in the discovery, development and
commercialization of novel, small molecule pharmaceuticals for the treatment
of major diseases for which there are currently limited or no effective
treatments. The Company is a leader in the use of structure-based drug
design, an approach to drug discovery that integrates advanced biology,
biophysics and chemistry. The Company is conducting nine significant
pharmaceutical research and development programs to develop pharmaceuticals
for the treatment of viral diseases, multidrug resistance in cancer,
autoimmune diseases, inflammatory diseases and neurodegenerative disorders.
Four of these programs are in the development phase, and the other four are
in the research phase. During the third quarter of 1997, the Company's
partner, Glaxo Wellcome plc ("Glaxo Wellcome"), advanced Phase III clinical
development of VX-478 (141W94), the lead compound in the Company's HIV
program, in the United States, Canada and Europe. Kissei is also developing
VX-478 as the Company's partner for the HIV program in the Far East. Through
a series of Phase II clinical trials underway, the Company and its partner
for development and marketing of VX-710 in Canada, BioChem Therapeutics Inc.
("BioChem"), are evaluating VX-710 for the reversal of cancer multidrug
resistance in solid tumors. During the quarter, the Company and Alpha
Therapeutic ("Alpha") terminated their agreement to develop VX-366, an oral
compound for the treatment of inherited hemoglobin disorders, including
sickle cell anemia and beta thalassemia. In addition, the Company signed a
research, development and commercialization agreement with Kissei to develop
new drugs targeting p38 MAP Kinase to treat inflammatory and neurological
diseases.
To date, the Company has not received any revenues from the sale of
pharmaceutical products and does not expect to receive such revenues this
fiscal year, if ever. The Company has incurred since its inception, and may
incur over the next several years, significant operating losses as a result
of expenditures for its research and development programs. The Company
expects that losses will fluctuate from quarter to quarter and that such
fluctuations may be substantial.
Results of Operations
Three Months Ended September 30, 1997 Compared with Three Months Ended
September 30, 1996. For the third quarter of 1997, the Company's total
revenues were $13,547,000 as compared to $4,120,000 during the same period in
1996. From quarter to quarter, the Company's revenues fluctuate as a result
of changes in the timing and amount of partner research support payments,
partner reimbursements of Vertex drug development costs, and payments for the
achievement of various research and development milestones. In the third
quarter of 1997, the Company received $9,380,000 in revenue from its
collaborative agreements, $3,808,000 in interest received on invested funds
and $359,000 from government grants and other revenue. In the third quarter
of 1996, the Company received $2,678,000 in revenue from its collaborative
agreements, $1,190,000 in interest earned on invested funds and $252,000 from
government grants and other revenue. The increase in collaborative revenue
for the third quarter in 1997 is attributable principally to the $4,000,000
up-front payment and $750,000 in research funding received from Kissei under
the collaborative agreement for the Company's p38 MAP Kinase program, signed
in September 1997, the reimbursement by Hoechst Marion Roussel ("HMR") of
certain costs associated with the Company's ICE program, and research funding
from Lilly under a research collaboration signed in June 1997.
10
VERTEX PHARMACEUTICALS INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The Company's total costs and expenses increased to $19,403,000 in the
third quarter of 1997, from $10,466,000 during the same period in 1996.
Research and development expenses were $16,449,000 in the third quarter of
1997 as compared to $8,525,000 during the same period in 1996. This increase
in expense was principally a result of the continued growth of the Company's
research and development organization, ongoing clinical trials in the
multidrug resistance program, and preclinical development expenses for the
VX-740, the Company's lead compound in the ICE program, and VX-497, the lead
compound in the IMPDH program. In addition, during the third quarter of
1997, the Company purchased a portfolio of ten patent application families
claiming interleukin 1 beta converting enzyme ("ICE") and its inhibitors from
Sanofi S.A. General and administrative expenses increased during the third
quarter of 1997 to $2,813,000 from $1,832,000 in the third quarter of 1996
due primarily to increases in administrative personnel, increased legal costs
associated with patents and other matters, as well as an increase in
marketing efforts by the Company and the Company's subsidiary Altus Biologics
Inc. ("Altus"). Interest expense increased to $141,000 in the third quarter
of 1997 as compared to $109,000 during the same period in 1996 due to higher
levels of equipment financing.
The Company incurred a net loss of $5,856,000 or $0.23 per share in the
third quarter of 1997 as compared to a net loss of $6,346,000 or $0.33 per
share in the third quarter of 1996.
Nine Months Ended September 30, 1997 Compared with Nine Months Ended
September 30, 1996. The Company's total revenues increased to $32,620,000
for the nine months ended September 30, 1997 from $12,017,000 for the nine
months ended September 30, 1996. In 1997, the Company's revenues consisted
of $21,439,000 earned under the Company's collaborative agreements,
$9,901,000 in interest income and $1,280,000 in government grants and other
income. In 1996, the Company's revenues consisted of $7,825,000 earned under
the Company's collaborative agreements, $3,498,000 in interest income and
$694,000 in government grants and other income. The increase in revenue
during 1997 compared to the same period in 1996 was principally due to the
new collaborative agreements signed in 1997, an increase in development
reimbursements, and higher investment income. The Company received
$4,000,000 from Kissei upon the commencement of the p38 MAP Kinase
collaboration in September 1997, an upfront payment of $3,000,000 from Lilly
upon the commencement of the hepatitis C collaboration in June 1997, and
reimbursements of certain development costs by Kissei and HMR associated with
the Company's HIV and ICE programs including $4,000,000 from Kissei in the
first three quarters of 1997. The increase in investment income was due to
higher levels of cash and investments resulting from public offerings of the
Company's stock in March 1997 and August 1996.
The Company's total costs decreased to $45,653,000 for the nine months
ended September 30, 1997 from $48,156,000 for the nine months ended September
30, 1996. In the second quarter of 1996, the Company paid $15,000,000 to
obtain a non-exclusive, worldwide license under certain G.D. Searle and
Company patent applications claiming HIV protease inhibitors. Research and
development expenses increased to $37,561,000 in the first nine months of
1997 from $27,352,000 in the first nine months of 1996, due to additional
scientific staffing, ongoing Phase II clinical trials for the Company's
multidrug resistance program, purchase of a patent applications portfolio, as
well as the commencement of preclinical activities for VX-740, the Company's
lead compound in the ICE program, and VX-497, the lead compound in the IMPDH
program.
11
VERTEX PHARMACEUTICALS INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
General and administrative expenses increased during the first nine
months of 1997 to $7,654,000 from $5,473,000 in the first nine months of 1996
due primarily to increases in administrative personnel, increased legal costs
associated with patents and other matters, as well as an increase in
marketing efforts of the Company and Altus. Interest expense was $438,000 in
the first nine months of 1997, an increase from $331,000 in the first nine
months of 1996, as a result of higher levels of equipment financing during
the period.
For the reasons stated above, the Company incurred a net loss of
$13,033,000 or $0.54 per share in the nine months ended September 30, 1997
compared to a net loss of $36,139,000 or $2.00 per share in the nine months
ended September 30, 1996.
Liquidity and Capital Resources
The Company's operations have been funded principally through strategic
collaborative agreements, public offerings and private placements of the
Company's equity securities, equipment lease financing, government grants and
interest income. The Company expects to incur increased research and
development and related supporting expenses and, consequently, may incur
continued losses on a quarterly and annual basis as it continues to develop
existing and future compounds and to conduct clinical trials of potential
drugs. The Company also expects to incur substantial administrative and
commercialization expenditures in the future and additional expenses related
to the filing, prosecution, defense and enforcement of patent and other
intellectual property rights.
The Company expects to finance these substantial cash needs with its
existing cash and investments at September 30, 1997 of approximately $283
million, together with interest earned thereon, future payments under its
existing collaborative agreements, and facilities and equipment financing.
To the extent that funds from these sources are not sufficient to fund the
Company's activities, it will be necessary to raise additional funds through
public offerings or private placements of securities or other methods of
financing. There can be no assurance that such financing will be available
on acceptable terms, if at all.
In September 1997, the Company entered into a collaborative agreement for
up to $22 million with Kissei for the research, development and
commercialization of compounds in connection with the Company's p38 MAP
Kinase program. The Company will supply bulk drug material to Kissei for
sale in its territory, and will receive royalties and drug supply payments on
product sales, if any.
In August 1997, the Company and Alpha terminated their agreement to
develop VX-366, an oral compound for the treatment of inherited hemoglobin
disorders, including sickle cell anemia and beta thalassemia. This
termination does not have a material effect on the liquidity and capital
resources of the Company.
In June 1997, the Company and Lilly entered into a collaborative
agreement to design inhibitors of the hepatitis C protease enzyme, and to
develop them as novel drugs to treat hepatitis C infection.The Company has
the option to supply 100 percent of Lilly's commercial drug substance supply
needs. The Company will receive royalties on future product sales, if any.
If the Company exercises its commercial supply option, the Company will
receive drug supply payments in addition to royalties on future product
sales, if any. In connection with this collaboration, Lilly purchased 263,922
shares of the Company's common stock for $10,000,000.
12
VERTEX PHARMACEUTICALS INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The Company's aggregate cash and investments increased by $152,924,000
during the nine months ended September 30, 1997 to $283,283,000, principally
due to a public offering of common stock completed in March 1997, with net
proceeds of approximately $148,810,000, and an equity investment by Lilly in
June 1997 of $10,000,000. Cash used by operations, principally to fund
research and development activities, was $5,925,000 during the same period.
The Company also expended $4,084,000 during this period to acquire property
and equipment, principally for research equipment and facilities. During the
first nine months of 1997, the Company entered into equipment lease financing
in the aggregate amount of $1,855,000 and repaid $2,217,000 of its lease
obligations.
The Financial Accounting Standards Board ("FASB") has issued Statement of
Financial Accounting Standards No. 128 ("SFAS 128"), "Earnings Per Share"
which modifies the way in which earnings per share ("EPS") is calculated and
disclosed. SFAS 128 requires a dual presentation of basic and diluted EPS
for all years presented in the income statements. SFAS 128 is effective for
financial statements for periods ending after December 15, 1997. The
adoption of SFAS 128 is not expected to have a material impact on the
Company's EPS calculation. The FASB has also issued Statement of Financial
Accounting Standards No. 130 ("SFAS 130"), "Reporting Comprehensive Income".
This Statement requires that total comprehensive income be reported and that
changes be shown in a financial statement displayed with the same prominence
as other financial statements. SFAS 130 is effective for fiscal years
beginning after December 15, 1997. Reclassification of financial statements
for earlier periods is required for comparative purposes. The Company does
not believe that this will have a material impact on results of operations.
13
PART II.
OTHER INFORMATION
Item 1. Legal Proceedings:
------------------
None
Item 2. Changes in Securities:
----------------------
None
Item 3. Defaults Upon Senior Securities:
--------------------------------
None
Item 4. Submission of Matters to a Vote of Security Holders:
----------------------------------------------------
None
Item 5. Other Information:
------------------
None
Item 6. Exhibits:
---------
10.1 Research and Development Agreement between the Company and Kissei
Pharmaceutical Co. Ltd and the Company effective September 10,
1997 (filed herewith with certain confidential information
deleted).
27 Financial Data Schedule. (Exhibit 27 is submitted as an exhibit
only in the electronic format of this Quarterly Report on Form
10-Q submitted to the Securities and Exchange Commission.).
99 Letter of Independent Accountants.
Reports on Form 8-K:
--------------------
None
14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
VERTEX PHARMACEUTICALS INCORPORATED
Date: November 12, 1997 /s/ Thomas G. Auchincloss, Jr.
---------------------------------------
Thomas G. Auchincloss, Jr.
Vice President of Finance and Treasurer
(Principal Financial Officer)
Date: November 12, 1997 /s/ Hans D. van Houte
---------------------------------------
Hans D. van Houte
Controller
(Principal Accounting Officer)
15