<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A-1
(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Fiscal Year Ended December 31, 1997
[_] Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Period From _________ to __________.
Commission File Number: 0-27188
-------
PHARMACOPEIA, INC.
(Exact name of Registrant as specified in its charter)
Delaware 33-0557266
(State or other jurisdiction of (I.R.S. employer identification
incorporation or organization) number)
101 College Road East, Princeton, NJ 08540
(Address of principal executive offices and zip code)
(609) 452-3600
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
----
Securities registered pursuant to Section 12(g) of the Act: Common Stock $.0001
-------------------
Par Value
- ---------
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 periods as 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 Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The approximate aggregate market value of voting stock held by
nonaffiliates of the Registrant was $183,003,600 based on the last sale price of
Common Stock reported on The Nasdaq National Market on March 31, 1998.
2,050,887 shares of Common Stock held by officers, directors, and holders of 5%
or more of the outstanding Common Stock have been excluded in that such persons
may be deemed to be affiliates. This determination of affiliate status is not
necessarily a conclusive determination for other purposes.
As of March 31, 1998, the number of outstanding shares of the Registrant's
Common Stock was 11,811,079.
DOCUMENTS INCORPORATED BY REFERENCE
Certain information required by Part III of Form 10-K is incorporated by
reference from the Registrant's Proxy Statement for the 1998 Annual Meeting of
Stockholders forming a part of the Registration Statement on Form S-4 (the
"Proxy Statement"), which was initially filed with the Securities and Exchange
Commission on March 6, 1998.
================================================================================
<PAGE>
PART I
ITEM 1. BUSINESS
Overview
Since its inception in March 1993, Pharmacopeia, Inc. ("Pharmacopeia" or
the "Company"), a Delaware corporation, has focused its research efforts in
developing a novel, proprietary technology for accelerating the pace of drug
discovery for its pharmaceutical and biotechnology customers. The Company's
Encoded Combinatorial Library on Polymeric Support ("ECLiPS(TM)") technology
addresses a key challenge in the drug discovery process: generating and
evaluating large numbers of diverse and readily identifiable small molecule
compounds to find new, orally active drugs. ECLiPS enables the Company to
generate hundreds of thousands of small molecule compounds at a fraction of the
cost of traditional chemical synthesis methods. The Company focuses on drug
discovery, and seeks customers to develop, manufacture, market and sell
resulting drugs. To date, the Company has signed contracts with several
pharmaceutical customers, including Schering Corporation and Schering-Plough
Ltd. (collectively "Schering-Plough"), Berlex Laboratories, Inc. ("Berlex"),
Novartis Corporation ("Novartis"), Bayer Corporation ("Bayer"), Daiichi
Pharmaceutical Co., Ltd. ("Daiichi"), N.V. Organon ("Organon"), and Bristol-
Myers Squibb Company ("BMS"), and with a number of biotechnology customers.
The Company's technology supports its pharmaceutical and biotechnology
customers in improving their drug discovery productivity. The Company uses
"Direct Divide" combinatorial chemistry to build collections, or libraries, of
10,000 to 500,000 or more small molecule compounds by performing only 50 to 200
individual chemical reactions. The Company's ECLiPS technology offers
substantial productivity improvements as compared to the 10,000 to 500,000 or
more reactions that would be required to prepare similarly sized chemical
libraries by synthesizing each compound individually. The ECLiPS productivity
advantage results from the Company's synthesis of compounds on tiny plastic
beads in large mixtures. After each solid phase synthesis step, proprietary tag
sets are attached to the beads to indicate the chemical building block and
reaction conditions used in that step. These stable, easily detectable tag sets
enable the Company to rapidly identify from the mixture any compound that is
active in a biological screening assay. The Company's tagging technology is
licensed exclusively from Columbia University ("Columbia") and Cold Spring
Harbor Laboratory ("Cold Spring").
Pharmacopeia's objective is to be among the industry leaders in the
discovery and optimization of novel drug candidates. The Company's
commercialization strategy is to pursue collaborations with pharmaceutical and
biotechnology companies. Pursuant to collaborative agreements, the Company
licenses its libraries for screening by customers, forms drug discovery
collaborations with its customers and plans to license internally developed
compounds. The Company's technology strategy is to enhance productivity through
cost reductions and increased throughput and to build the Company's library
collection and its knowledge base of the relationships between chemical
structures and biological targets for use in future drug discovery programs.
When used in this Report, the words "expects", "believes", "anticipates",
-------------------------------------------------------------------------
"estimates" and similar expressions are intended to identify forward-looking
- ----------------------------------------------------------------------------
statements. Such statements are subject to risks and uncertainties, including
- ------------------------------------------------------------------------------
those set forth under the caption "Business -- Important Factors Regarding
- --------------------------------------------------------------------------
Forward Looking Statements" and elsewhere in this Report, that could cause
- --------------------------------------------------------------------------
actual results to differ materially from those projected. These forward-looking
- --------------------------------------------------------------------------------
statements speak only as of the date of this Report and the Company disclaims
- -----------------------------------------------------------------------------
any undertaking to publicly update or revise any forward-looking statements
- ---------------------------------------------------------------------------
contained herein to
- -------------------
-2-
<PAGE>
reflect any change in the Company's expectations with regard thereto or any
- ---------------------------------------------------------------------------
change in events, conditions or circumstances on which any such statement is
- ----------------------------------------------------------------------------
based.
- ------
Pharmacopeia's Drug Discovery Technology
A major bottleneck in the drug discovery process is the limited number and
diversity of available chemical compounds. Using traditional manual chemical
synthesis techniques, a chemist is usually able to synthesize only 25 to 50
compounds per year. The low productivity of manual synthesis severely constrains
the number of compounds available for screening in order to identify active
compounds and provide the basis for initial structure-activity relationships
("SAR") analysis. Manual synthesis also slows the optimization process by
limiting the number of analogs synthesized and tested.
Numerous technologies have been developed to accelerate the synthesis of
chemical compounds. Several early methods were based on either automated or
combinatorial chemical synthesis of oligonucleotides and peptides, which are not
generally useful as oral drugs. Combinatorial chemistry involves the synthesis
of large numbers of different chemical compounds by creating all possible
combinations of a set of chemical components, or building blocks. More recent
methods include robotic synthesis and various combinatorial chemistry approaches
to synthesizing libraries of small molecules, which are generally preferred by
pharmaceutical companies as drug development candidates.
The Company believes that its drug discovery technology offers a unique
solution to the bottleneck that constrains the drug discovery process. The
Company's combinatorial chemistry technology generates large, diverse libraries
of the small molecules favored by pharmaceutical companies for development. Most
importantly, Pharmacopeia's technology uses solid phase synthesis and an
encoding system to permit rapid identification of compounds synthesized in
combinatorial mixtures.
Pharmacopeia's ECLiPS technology uses a patented "Direct Divide" approach
to combinatorial chemistry to build collections, or libraries, of 10,000 to
500,000 or more small molecule compounds by performing only 50 to 200 individual
chemical reactions. This "Direct Divide" approach yields a more controlled
distribution of final compounds than does the "pool and split" method currently
used by certain other companies in drug discovery and previously practiced at
Pharmacopeia. The Company is able to synthesize a large number of widely diverse
libraries of small molecule compounds because its chemists can combine a nearly
unlimited set of chemical building blocks using a wide variety of reactions.
Although large libraries of peptides, oligonucleotides and other oligomers can
be generated, their diversity is constrained by the limited number of building
blocks and the fewer reactions available to combine them.
The Company uses ECLiPS to build libraries of small, low molecular weight
(less than 700 Daltons) compounds, predominantly heterocycles. These low
molecular weight compounds are preferred by pharmaceutical companies because
they are more likely to be orally active (effective as drugs in tablet or
capsule form), tend to have longer duration of action and are less expensive to
manufacture. In contrast, natural peptide and oligonucleotide drugs are usually
degraded by human digestive system enzymes and generally must be administered by
injection. In addition, peptide and oligonucleotide drugs are often quickly
eliminated from the body, which limits their duration of action.
Pharmacopeia's ECLiPS technology allows the Company to quickly identify the
chemical structure of individual small compounds synthesized in combinatorial
mixtures. This identification is made possible through the use of the Company's
encoded solid phase synthesis technology. Solid phase synthesis generally refers
to the synthesis of compounds on tiny plastic beads. Encoding refers to the tag
sets that the Company attaches to each bead as a compound is synthesized. These
tag sets allow the Company to rapidly identify the chemical structure of each
compound.
-3-
<PAGE>
Description of Pharmacopeia's Drug Discovery Technology
The Company's drug discovery approach encompasses its ECLiPS technology,
assay technology, production automation, information systems and quality
assurance programs.
ECLiPS Technology
The ECLiPS technology is the central component of the Company's integrated
drug discovery approach. ECLiPS includes solid phase synthesis, combinatorial
chemistry and sets of encoding molecules.
Solid Phase Synthesis. The Company has developed proprietary methods and
procedures for performing a variety of small molecule chemical reactions on tiny
plastic beads. In this approach to chemical synthesis, known as solid phase
synthesis, compounds are bound to these tiny plastic beads using special
linkers. This approach offers several advantages over solution phase synthesis.
Solid phase synthesis can often result in higher yields because the beads can be
repeatedly re-exposed to reactants until the desired reaction product has
reached a satisfactorily high yield. Solid phase synthesis also facilitates the
isolation of individual compounds. Beads can be washed with solvents to remove
byproducts, and an individual compound can then be isolated from a mixture by
removing a single bead and breaking the linkage to detach the compound from the
bead.
The Company believes that its experience in solid phase synthesis of
diverse, heterocyclic, small compounds is a key competitive advantage. Large,
diverse libraries of these small molecules are more difficult to synthesize than
libraries of oligonucleotides or peptides. The great diversity of chemical
building blocks and the variety of chemical reactions that must be used in
synthesizing these small molecules require a wide range of reaction conditions,
including temperature, pH, solvents, catalysts and other variables. Each
chemical reaction must be optimized to achieve high yields of the desired
compound.
Combinatorial Chemistry. The Company's ECLiPS technology employs "Direct
Divide" combinatorial chemistry. For example, a chemist using a five step
reaction sequence and ten building blocks per step can synthesize a mixture of
100,000 different chemicals by performing only 50 chemical reactions. Using
larger numbers of building blocks or steps can create larger libraries. This
technology offers substantial productivity improvement in comparison to
parallel synthesis and other techniques currently employed to generate chemical
libraries. Parallel synthesis is the performance of a series of individual
chemical reactions, usually several dozen simultaneously, typically using
robotics. In parallel synthesis, 111,110 individual chemical reactions would be
required to synthesize the same 100,000 compounds that Pharmacopeia's technology
can accomplish in 50 reactions. Parallel synthesis requires extensive labor and
time and a significant capital investment in robotics. The labor and time
disadvantage increases exponentially with library size.
Sets of encoding molecules. The Company overcomes the challenge of
identifying active compounds from combinatorial mixtures through its use of a
proprietary collection of chemically stable small molecules, or tag sets, to
encode each bead used in solid phase synthesis. This enables the Company to
quickly identify the structure of an active compound prepared using the "Direct
Divide" technique without resorting to deconvolution, a process in which an
active compound must be "reverse engineered" by resynthesizing and testing
various component combinations until the structure of the active compound is
deduced. During each step of the Company's solid phase synthesis process,
specific tag sets are attached to the beads to indicate the chemical reagent and
reaction conditions used in that step. By the end of the synthesis process, each
bead has collected tag sets that represent all of the building blocks used to
create the compound on that bead. When an active compound is found in an assay,
the bead from which the active compound was extracted is analyzed. The tag sets
are detached from the bead using specific chemical reactions that break the
linkage between the
-4-
<PAGE>
tag sets and the bead. The detached tag sets are read using conventional gas
chromatography techniques. The results, which resemble a bar code, are captured
in a database that identifies and stores data regarding the active compound.
The Company's proprietary tag sets have the following important
characteristics:
Stability. The Company's proprietary tag sets are relatively unreactive.
For this reason the tag sets do not break or decompose as a result of heat,
vigorous shaking or other harsh reaction conditions. Thus, the tag sets rarely
interfere with or limit the solid phase chemical reactions used to create
potential new drug compounds. By contrast, the oligonucleotides and peptides
used as tags by some companies are more fragile because they are more reactive.
These large molecule tags may therefore interfere with chemical reactions or may
be decomposed or altered chemically during compound synthesis. These factors
constrain the range of chemicals that can be synthesized in solid phase when
oligonucleotide or peptide tags are used.
Size and Detectability. In contrast to the relatively large size of
oligonucleotide and peptide tags, the Company's tag sets are small and easy to
attach to and detach from the beads. The highly sensitive detection methods
available for these tag sets allow the Company to use them in extremely small
quantities. The Company's tag sets do not occupy a significant portion of the
beads' capacity and do not interfere with the extraction or testing of detached
compounds.
Thus, using its proprietary ECLiPS technology, the Company can synthesize a
large combinatorial mixture of compounds and rapidly identify the specific
structure of individual active compounds found in the library. To date, the
Company has used its ECLiPS technology to synthesize libraries containing an
aggregate of more than 3.8 million unique chemical compounds. Many of these
libraries have initially been licensed to customers for their exclusive use for
varying periods of time.
ECLiPS also assists the Company in protecting its intellectual property.
When a customer licenses the Company's libraries, the Company ships microtiter
plates containing library compounds detached from the beads for screening in the
customer's laboratories. The beads containing the tag sets never leave the
Company's facility. When the customer finds an active compound in an assay, the
customer asks the Company to decode the compound. This process notifies the
Company of active compounds identified by its customers.
Assay Technology
The second component of the Company's integrated drug discovery approach is
its proprietary assay technology. The Company employs 96-well microtiter plate
solution phase assays, a standard format in the pharmaceutical and biotechnology
industry, to evaluate the biological activity of compounds in the Company's
libraries. The Company's adoption of this format facilitates the use of its
libraries in assays performed by its customers.
The Company has improved the 96-well microtiter plate assays it performs
for its collaborators and its internal drug discovery programs. These
improvements include increasing the sensitivity of detection, increasing the
number of assays that can be run daily, reducing labor and materials required to
execute assays and allowing simultaneous collection of information on the
activity of a single compound against multiple targets.
-5-
<PAGE>
The Company has also been developing an integrated set of workstations to
provide a complete front-end for miniaturization within a conventional high-
throughput screening environment. Using this technology will enable existing
compound collections or combinatorial libraries to be reformatted from current
96-well microtiter formats into 1536-well high-density plates designed for high-
throughput screening applications, and to be screened in this new format.
Production Automation
Production automation technology is the third component of the Company's
integrated drug discovery approach. The Company has developed proprietary
instruments and methods for quickly and cost effectively manipulating large
numbers of small plastic beads and the compounds that are detached from these
beads. The Company's proprietary technology includes bead washing and synthesis
vessels that support the synthesis process. The production automation technology
also includes proprietary engineering methods and automated systems for placing
individual compounds in 96-well microtiter plates and processing these plates in
preparation for screening. Screening a single 50,000 compound library against 20
or more targets can require the loading, processing and testing of thousands of
96-well microtiter plates.
Information Systems
The Company has developed proprietary software to support its drug
discovery activities. Pharmacopeia's information systems assist the Company's
scientists in managing the extensive data generated during library production
and testing. First, the software tracks the chemical building blocks, reaction
steps and tag sets used to create each library. The Company's systems then track
the thousands of bar-coded microtiter plates filled and processed as libraries
are screened. As active compounds are identified and decoded, the Company's
software integrates the tag set decoding results with the original library
design database to quickly provide the Company's scientists with the specific
chemical structure and synthesis steps for the active compound.
The Company's information systems also include analytical and database
tools. Databases of available chemical building blocks and reactions are used as
reference sources in the library design process. Molecular modeling, structure
analysis and statistical programs are available for designing optimization
libraries. In addition, analytical and database software is used to collect and
analyze the results of individual assays.
As the Company continues to build its chemical libraries and accelerates it
high-throughput screening activities an enormous amount of SAR information is
emerging from these activities, which is being stored in the Company's
information systems. The Company has the ability to provide existing and new
customers access to this data warehouse of SAR information to assist in the
search for candidate molecules that interact with specific targets. No
assurance can be given as to if or when such access will be provided.
For information regarding year 2000 compliance see "Management's Discussion
and Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources."
Quality Assurance
The Company's drug discovery approach includes an extensive quality
assurance program. As libraries are synthesized, representative compounds are
analyzed at each reaction step to assure that yields are high and compounds are
sufficiently pure. During library production, samples are tested at each
reaction step to assure that the tag sets have been satisfactorily attached and
can be decoded. Representative compounds are also tested to identify optimal
solvents and detachment conditions for removing compounds
-6-
<PAGE>
from beads to perform screening assays. Production plates containing compounds
for screening include control samples to further assure that plates to be
screened in assays have been prepared appropriately.
Pharmacopeia's Drug Discovery Programs
Pharmacopeia has several active drug discovery programs underway using its
drug discovery technology. The Company is presently conducting ten programs
pursuant to collaborative agreements with six of its customers. The Company is
also using its drug discovery technology for internal programs. As of December
31, 1997, the Company was performing high throughput assays for eighteen
biological targets selected by the Company for its internal programs. These
targets include receptors and enzymes in therapeutic areas, including
inflammation, cancer, certain neurological disorders, and metabolic and
cardiovascular diseases. In an effort to identify lead compounds, the Company
has commenced the screening of its combinatorial libraries against these targets
and has identified several active compounds in these assays. Activities are
currently being extended to include the optimization of lead compounds and the
determination of bioavailability. Future activities may include preclinical
animal efficacy and toxicity studies. The Company will continue to seek
financial support from pharmaceutical companies for the optimization of lead
compounds identified by internal screening. In return for such support, the
Company would offer the funding pharmaceutical company an option to license the
resulting drug development candidate for commercialization. The Company may also
invest its own funds to optimize these lead compounds into development
candidates for outlicensing to pharmaceutical companies.
Proposed Merger
On February 4, 1998, Pharmacopeia, Micro Acquisition Corporation, a wholly-
owned subsidiary of Pharmacopeia ("MAC") and Molecular Simulations Incorporated
("MSI") executed a definitive merger agreement pursuant to which Pharmacopeia
will acquire MSI in a tax-free, stock-for-stock transaction. MSI is a provider
of molecular modeling and simulation software. MSI designs, develops, markets
and supports software that facilitates the discovery and development of new
products and processes in the pharmaceutical, biotechnology, chemical,
petrochemical and materials industries. The closing of the merger is subject to
the satisfaction of a number of conditions and approvals and there can be no
assurance that the merger will be consummated. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Proposed Merger".
Business Strategy
Pharmacopeia's objective is to be the industry leader in the discovery and
optimization of novel drug candidates. The Company seeks to minimize its
financing requirements and shorten its time to profitability by pursuing drug
discovery collaborations with multiple pharmaceutical and biotechnology
companies. The Company does not currently plan to develop, manufacture and sell
its own pharmaceutical products. The Company's business strategy exploits the
emerging trend in the pharmaceutical industry to outsource certain products and
services that can be more efficiently provided by third parties. Pharmacopeia's
commercialization and technology strategy has several components.
Commercialization Strategy
The Company's commercialization strategy is to provide collections of
compounds and drug development candidates to multiple pharmaceutical and
biotechnology customers. Under these arrangements, the Company's customers are
responsible for the clinical development and eventual manufacture and sale of
resulting drugs. Customers compensate the Company through (i) funding or fees
during or upon completion of its research and (ii) milestone payments and
royalties on drugs based on the Company's technology and
-7-
<PAGE>
developed by the Company's customers. Each collaboration is tailored to the
individual customer's needs but is developed within three broad frameworks:
Form Drug Discovery Collaborations. The Company synthesizes targeted and
optimization libraries of compounds and, using its high throughput screening
technology, screens these libraries and the Company's internal libraries to
identify drug development candidates.
License Libraries. Pharmacopeia creates and licenses large libraries of
compounds to customers who screen these compounds using their own assays and
facilities. This increases the potential value of the Company's libraries by
having them screened in drug discovery assays against many biological targets.
These libraries are most often licensed on an exclusive basis and become non-
exclusive after the expiration of defined time frames.
Outlicense Compounds from Internal Discovery Programs. The Company will
seek to license to third parties drug development candidates identified by the
Company. The Company may also seek pharmaceutical sponsors for various internal
development programs, giving the sponsor an option to license any resulting drug
development candidates.
Technology Strategy
The Company's technology strategy is to enhance productivity through cost
reductions and increased throughput and to build the Company's library
collection and its knowledge base of the relationships between chemical
structures and biological targets for use in future drug discovery programs.
Enhance Productivity. Pharmacopeia seeks to leverage its existing
technology by increasing productivity through cost reductions and significant
increases in throughput. The Company's internal research and development efforts
focus on: (i) advances in the Company's automated systems; (ii) the development
of enhanced software; (iii) the development of new materials and reactions for
solid phase synthesis; (iv) new high throughput screening formats; and (v) the
discovery and optimization of lead compounds for the Company's internal
programs.
Develop Collection of Libraries and Knowledge Base. The Company is
building sets of libraries that will eventually aggregate millions of compounds
available for future screening programs. This collection of compounds will
increase as new libraries are created and as outlicensed libraries are returned
to the Company upon the expiration of customers' exclusivity periods. The
Company believes that this growing library collection will provide a valuable
source of leads for future drug discovery programs. The Company also intends to
build a knowledge base of the relationships between classes of chemical
structures and classes of biological targets. This knowledge base will grow as
the Company designs, synthesizes and screens large numbers of compounds against
a growing number of targets. The Company believes that this knowledge base will
provide a future competitive advantage by enabling the Company to identify more
quickly active compounds for newly identified targets.
Collaborative Arrangements
The Company has signed collaborative agreements with Schering-Plough,
Berlex, Novartis, Bayer, Daiichi, Organon, and BMS as described below.
Schering-Plough. In December 1994, the Company and Schering-Plough signed
a Collaboration Agreement for (i) the optimization of lead compounds that
interact with a specific molecular target in the field of cancer and (ii) the
identification and optimization of lead compounds that interact with specific
molecular
-8-
<PAGE>
targets in the field of asthma. The Company and Schering-Plough also signed a
Random Library Agreement under which the Company provided Schering-Plough with
combinatorial libraries for screening by Schering-Plough in a wide range of
Schering-Plough's internal drug screening assays. Schering-Plough has paid the
Company $13.5 million under the research program to be performed through the
fourth year of the Collaboration Agreement. The initial term of the
Collaboration Agreement was for two years, and pursuant to the terms of the
Collaboration Agreement, Schering-Plough has extended the term through December
1998. The Collaboration Agreement is subject to further extension by agreement
of both parties, although no assurance can be given that such extension will
occur or regarding the terms and conditions of such extension. If the
Collaboration Agreement is extended, Pharmacopeia will be obligated under the
Random Library Agreement to provide additional libraries of compounds to
Schering-Plough. The agreements provide Schering-Plough with exclusive worldwide
rights to develop and commercialize lead compounds discovered by the Company
that are active against the specified molecular targets or discovered by
Schering-Plough to be active in its assays. Compounds contained in libraries
created by the Company for Schering-Plough will be exclusive to Schering-Plough
for various time periods. These exclusivity periods can be extended upon payment
of additional fees. In the event Schering-Plough successfully identifies,
develops and obtains regulatory approval for drugs based upon the Company's
compounds, Schering-Plough will make additional milestone payments to the
Company. During 1996 and 1997, Schering-Plough made milestone payments to the
Company. Schering-Plough will also be obligated to pay to the Company royalties
on the sale of any drugs that result from this relationship. In connection with
the collaboration, Schering-Plough has made investments totaling $20 million in
the Company.
Berlex. In February 1995, Pharmacopeia and Berlex signed a Research,
License and Royalty Agreement for the identification and optimization of lead
compounds which interact with a specific molecular target that may have
applications in the treatment of multiple sclerosis. Under the terms of this
agreement, Berlex paid the Company an aggregate of $5.5 million over the first
two years of the agreement for library synthesis and screening conducted by the
Company. The term of this agreement as amended expired in February 1998. The
parties are currently negotiating a further extension of such agreement,
although no assurance can be given that such extension will occur or regarding
the terms and conditions of such extension. Berlex is also obligated to make
additional payments upon the achievement of certain milestones and to pay
royalties on sales of drugs that may result from the relationship. During 1997
Berlex made its first milestone payment. The agreement provides Berlex with
exclusive worldwide rights to develop and commercialize compounds active against
the specified molecular target. The agreement also provides for an exclusivity
period on the compounds provided to Berlex. In connection with the
collaboration, Schering Berlin Venture Corporation, an affiliate of Berlex, made
a $3.5 million equity investment in the Company and purchased an additional $2.5
million of the Common Stock sold in the Company's initial public offering.
Novartis. Effective October 1, 1995, the Company entered into a Library
Collection Agreement with Novartis with an initial three-year term to create
libraries in collaboration with Novartis for screening by Novartis. This
agreement has been extended for an additional two year term. Under this
agreement, the Company is obligated to provide certain numbers of compounds
during each of the five years of the agreement. The agreement grants
Novartis an exclusivity period on the libraries, which may be extended for a
fee. Under the terms of this agreement, Novartis has paid the Company $6 million
for the initial three-year term of this agreement and is obligated to pay an
additional $2 million during each subsequent year of the agreement. The
agreement provides Novartis with exclusive worldwide rights to develop and
commercialize certain products based on active compounds discovered using these
libraries. In the event Novartis successfully identifies and develops drugs
based on the Company's compounds, Novartis will make milestone payments to the
Company. Novartis will also be obligated to pay to the Company royalties on the
sale of any drugs that result from the relationship.
Bayer. Effective December 31, 1995, the Company entered into (i) a
Collaboration Agreement with Bayer for the identification and optimization of
lead compounds that interact with specific molecular target(s) selected by
Bayer, and (ii) a Random Library Agreement under which the Company is to provide
Bayer with combinatorial libraries for screening by Bayer in Bayer's internal
screening assays. Bayer has paid the Company $4 million through the initial two
year term of the Random Library Agreement for library creation. Bayer is also
obligated to fund research conducted by the Company during the period from July
1, 1996 through February 15, 1999 in
-9-
<PAGE>
the amount of $5.5 million. A minimum of an additional $2.75 million of research
funding is due if Bayer exercises an option to extend the term of the
Collaboration Agreement for an additional year. Bayer has paid the Company $5.5
million for research to be performed through the first two years of the
Collaboration Agreement. The agreements provide Bayer with exclusive worldwide
rights to develop and commercialize lead compounds discovered by the Company
that are active against the specified molecular targets or discovered by Bayer
to be active in its assays. Compounds contained in libraries created by the
Company for Bayer will be exclusive to Bayer for various time periods. These
exclusivity periods can be extended upon payment of additional fees. In the
event Bayer successfully identifies, develops and obtains regulatory approval
for drugs based upon the Company's compounds, Bayer will make milestone payments
to the Company. Bayer will also be obligated to pay to the Company royalties on
the sale of any products that result from this relationship. In connection with
the collaboration, Bayer made a $10 million equity investment in the Company in
February 1996.
Daiichi. Effective March 29, 1996, Pharmacopeia and Daiichi signed a three-
year Collaboration Agreement for the identification and optimization of lead
compounds which interact with a specific molecular target(s) selected by
Daiichi. This agreement contains certain conditions upon which the parties may
negotiate to extend the agreement beyond its initial three-year term. Over the
first three years of the agreement, Daiichi is obligated to pay the Company
approximately $14 million in research and development funding and license fees,
of which, Daiichi has paid the Company $9.7 million. The agreement provides
Daiichi with exclusive worldwide rights to develop and commercialize compounds
active against the specified molecular targets or discovered by Daiichi to be
active in its assays. In the event Daiichi successfully identifies, develops and
obtains regulatory approval for drugs based upon the Company's compounds,
Daiichi will make milestone payments to the Company. Daiichi will also be
obligated to pay to the Company royalties on the sale of any products that
result from this relationship. In connection with the collaboration, Daiichi has
made a $5 million equity investment in the Company in March 1996. Daiichi made
an additional $3.0 million equity investment in December 1997 as a result of the
Company's meeting a specific milestone.
Organon. Effective May 31, 1996, the Company entered into a three-year
Research Agreement with Organon for the identification and optimization of lead
compounds that interact with specific molecular target(s) selected by Organon.
This agreement contains certain conditions upon which the parties may negotiate
to extend the agreement beyond its initial three-year term. Under the terms of
the agreement, Organon is required to pay the Company a total of $10.7 million
in research and development funding and license fees, over the initial three
year term, of which, $6.9 million has been paid. Organon is also obligated to
make additional payments upon the achievement of certain milestones and to pay
royalties on sales of drugs that may result from the relationship. The agreement
provides Organon with exclusive worldwide rights to develop and commercialize
lead compounds active against the specified molecular targets or discovered by
Organon to be active in its assays. In the event Organon successfully
identifies, develops and obtains regulatory approval for drugs based upon the
Company's compounds, Organon will make milestone payments to the Company.
Organon will also be obligated to pay to the Company royalties on the sale on
any products that result from the relationship. In connection with the
collaboration, Organon made a $4.2 million equity investment in the Company in
May 1996 and an additional $4.2 million equity investment in May 1997.
BMS. Effective December 11, 1997, the Company entered into a three-year
Collaboration and License Agreement with BMS for the identification and
optimization of lead compounds that interact with specific molecular target(s)
selected by BMS. This agreement contains certain conditions upon which the
parties may negotiate to extend the agreement beyond its initial three-year
term. Under the terms of the agreement, BMS is required to pay the Company a
total of $10.4 million in research and development funding and license fees,
over the initial three year term, of which, $3.4 million has been paid. BMS is
also obligated to make additional payments upon the achievement of certain
milestones and to pay royalties on sales of drugs that may result from the
relationship. The agreement provides BMS with exclusive worldwide rights to
develop and commercialize lead compounds active against the specified molecular
targets or discovered by BMS to be active in its assays. In the event BMS
successfully identifies, develops and obtains regulatory approval for drugs
based upon the Company's compounds, BMS will make milestone payments to the
Company.
None of the agreements discussed above require the parties thereto to make
any further equity investments in Pharmacopeia.
-10-
<PAGE>
Customers
During 1997, the Company recognized $24.5 million in contract revenue
primarily from its significant customers. See Note 10 of Notes to Financial
Statements and "Collaborative Arrangements" above.
Research and Development Funding
Pharmacopeia's expenses for research and development activities were as
follows:
<TABLE>
<CAPTION>
Year ended December 31 (in thousands)
1995 1996 1997
---------- ---------- ----------
<S> <C> <C> <C>
Collaborative $5,563 $13,129 $16,931
Proprietary 5,468 8,111 12,588
</TABLE>
These increased amounts primarily reflect additional costs incurred with the
expansion of the Company's chemical library production and screening efforts for
collaborations and for its own use.
Competition
Many organizations are actively attempting to identify and optimize
compounds for potential pharmaceutical development. Pharmacopeia competes with
the research departments of pharmaceutical companies, biotechnology companies,
other combinatorial chemistry companies and research and academic institutions.
Many of these competitors have greater financial and human resources, and more
experience in research and development, than the Company. Historically,
pharmaceutical companies have maintained close control over their research
activities, including the synthesis, screening and optimization of chemical
compounds. Many of these companies, which represent the greatest potential
market for Pharmacopeia's products and services, are developing combinatorial
chemistry and other methodologies to improve productivity, including major
investments in robotics technology to permit the automated parallel synthesis of
compounds. In addition, these companies may already have large collections of
compounds previously synthesized or ordered from chemical supply catalogs or
other sources against which they may screen new targets. Other sources of
compounds include compounds extracted from natural products such as plants and
microorganisms and compounds created using rational drug design. Academic
institutions, governmental agencies and other research organizations are also
conducting research in areas in which the Company is working, either on their
own or through collaborative efforts.
The Company competes with several alternative technologies in the design
and synthesis of new chemical libraries for drug discovery programs.
Combinatorial chemistry libraries of oligonucleotides and peptides can be
synthesized in extremely large numbers. These molecules are also sequenceable,
making it easy to identify the structure of an individual oligonucleotide or
peptide found to be active in an assay. However, oligonucleotides and peptides
are not usually effective as oral drugs because they are usually not
bioavailable. These molecules are also usually quickly metabolized in the human
bloodstream. Other, unnatural oligomer libraries have also been prepared, but
these are less easily sequenceable than peptides and oligonucleotides. In
addition, unnatural oligomer libraries lack the diversity of structures of the
small molecule libraries prepared by the Company.
Libraries of small molecule compounds, which are preferred as drug
candidates due to their increased potential for oral bioavailability and long
duration of action, have recently been developed using competitive techniques.
Three such techniques are based on "pool and split" solid phase combinatorial
-11-
<PAGE>
chemistry. The first uses oligonucleotide or peptide tags on each bead to
identify each synthesis step. These large molecule tags are relatively fragile,
which limits the nature of reaction conditions (temperature, pressure, etc.) and
reagents (acids, bases, etc.) that can be used to build compounds. In addition,
these large molecule tags complicate the synthesis of compounds or beads. The
Company's proprietary tag sets, in comparison, are durable, simple to attach and
detach, and allow the Company to make larger and more diverse libraries of small
compounds. The second "pool and split" combinatorial chemistry technique uses
deconvolution to identify the chemical structure of compounds found active in
assays. Deconvolution is a slow, labor-intensive process, and may require
several weeks of scientists' time to determine the structure of a single active
compound. The Company's tag sets permit hundreds of structures to be determined
each day. The third "pool and split" combinatorial chemistry technique uses what
are referred to as "hard tags" and is proprietary to a specific large
pharmaceutical company.
A fourth competitive approach is to perform a series of individual chemical
reactions, typically using a robotic system. The result of robotic synthesis is
compounds in individually labeled vessels. Robotic synthesis also yields larger
quantities of each compound than are usually achieved in combinatorial mixtures
such as the Company's. Using robotic synthesis, however, requires extensive
labor and time when compared with Direct Divide combinatorial chemistry. This
labor and time disadvantage increases exponentially with library size.
Exclusive License with Columbia University and Cold Spring Harbor Laboratory
In 1993, the Company entered into an exclusive license agreement with
Columbia and Cold Spring (jointly, the "Licensors") covering technology related
to tagged combinatorial chemical libraries and methods of preparing and
utilizing such libraries. The licensed technology includes a patent and patent
applications filed by Columbia and Cold Spring covering the use of encoding tag
sets to implement the drug discovery process using combinatorial chemistry
libraries. The Company is obligated to pay a minimum annual license fee of
$100,000. The term of the agreement is the later of (i) 20 years or (ii) the
expiration of the last patent relating to the technology, at which time the
Company has a fully paid license to the technology. The Company is also
obligated to pay royalties to the Licensors based on net sales of pharmaceutical
products developed by the Company as well as a percentage of all other payments
and royalties received by the Company from customers where the Company has
utilized the technology licensed from the Licensors.
Patents and Proprietary Information
The Company and its licensors currently have six issued U.S. patents and a
number of pending U.S. and foreign patent applications relating to various
aspects of the Company's technology, including its molecular tags, certain
screening technologies and its libraries or compounds contained therein. These
patents and patent applications are either owned by the Company or rights under
them are licensed to the Company. Of particular note, the Company is the
exclusive licensee of U.S. patents issued on October 15, 1996 and February 24,
1998 which provide broad protection to the Company's use of encoded
combinatorial libraries. The Company's success will depend in large part on its
ability, and the ability of its licensees and its licensors, to obtain patents
for its technologies and the compounds and other products, if any, resulting
from the application of such technologies, defend patents once obtained,
maintain trade secrets and operate without infringing upon the proprietary
rights of others, both in the United States and in foreign countries.
The patent positions of pharmaceutical and biotechnology companies,
including the Company, are uncertain and involve complex legal and factual
questions for which important legal questions are largely unresolved. Certain
patent applications, relating to encoded combinatorial libraries, have been
filed by others prior to the Company's patent applications. In February of 1997,
the European Patent Office granted to Affymax Technologies, N.V., a subsidiary
of Glaxo, certain patent claims which, if valid, would cover the
-12-
<PAGE>
synthesis of encoded small molecule libraries of the type developed by the
Company. On November 12, 1997, the Company filed an Opposition to these patent
claims challenging their validity. If these claims are found valid and are
enforceable, the Company's ability to practice its ECLiPS technology in Europe
would be restricted unless the Company obtains appropriate licenses from the
owner of such patents. Although the Company has business relationships with a
number of European customers, the Company does not currently practice its
technology in Europe. On January 13, 1998, a U.S. patent was issued to Affymax
that contains certain claims covering a method of preparing an encoded library
of chemical compounds. In a press release issued by Affymax on January 13, 1998,
Affymax stated that these patent claims provide it with "a dominant proprietary
position in the area of tagged chemical libraries." The Company's scientific
staff has reviewed these patent claims and believes that such claims do not
cover the ECLiPS technology. If it is ultimately determined that these claims
are valid and enforceable and that the Company's ECLiPS technology infringes
such claims, then the Company's ability to use its ECLiPS technology in the
United States may be restricted unless the Company obtains appropriate licenses
from the owner of such patent and the Company may be subject to a claim for
monetary damages. However, if any such licenses were required from Affymax,
there can be no assurance that such licenses would be available to the Company
or would be available upon terms reasonably acceptable to the Company. The
Company does not know of any patent applications by others that would preclude
the Company from obtaining patent protection in the United States or elsewhere
for its ECLiPS technology. However, disputes may arise between the Company and
other patent holders as to claims of infringement, which could involve
protracted periods of litigation. Some of the Company's competitors have, or are
affiliated with companies having, substantially greater resources than the
Company, and such competitors may be able to sustain the costs of complex patent
litigation to a greater degree and for longer periods of time than the Company.
Uncertainties resulting from the initiation and continuation of any patent or
related litigation could have a material adverse effect on the Company's ability
to compete in the marketplace pending resolution of the disputed matters.
There can be no assurance that patents will issue as a result of any
pending applications or that, if issued, such patents will be sufficiently broad
to afford protection against competitors with similar technology. Moreover,
there can be no assurance that the Company or its customers will be able to
obtain patent protection for lead compounds or pharmaceutical products based
upon the Company's technology. There can be no assurance that any patents issued
to the Company or its collaborative partners, or for which the Company has
license rights, will not be challenged, invalidated or circumvented, or that the
rights granted thereunder will provide competitive advantages to the Company.
Litigation, which could result in substantial cost to the Company, may be
necessary to enforce the Company's patent and license rights or to determine the
scope and validity of others' proprietary rights. Further, U.S. patents do not
provide any remedies for infringement that occurred before the patent is
granted.
The commercial success of the Company will also depend upon avoiding the
infringement of patents issued to competitors and upon maintaining the
technology licenses upon which certain of the Company's current products are, or
any future products under development might be, based. If competitors of the
Company prepare and file patent applications in the United States that claim
technology also claimed by the Company, the Company may have to participate in
interference proceedings declared by the U.S. Patent and Trademark Office
("PTO") to determine the priority of invention, which could result in
substantial cost to the Company, even if the outcome is favorable to the
Company. An adverse outcome could subject the Company to significant liabilities
to third parties and require the Company to license disputed rights from third
parties or cease using the technology. A U.S. patent application is maintained
under conditions of confidentiality while the application is pending in the PTO,
so that the Company cannot determine the inventions being claimed in pending
patent applications filed by its competitors in the PTO.
-13-
<PAGE>
The Company currently has certain licenses from third parties and in the
future may require additional licenses from other parties to develop,
manufacture and market commercially viable products effectively. There can be no
assurance that such licenses will be obtainable on commercially reasonable
terms, if at all, that the patents underlying such licenses will be valid and
enforceable or that the proprietary nature of the patented technology underlying
such licenses will remain proprietary.
The Company relies substantially on certain technologies which are not
patentable or proprietary and are therefore available to the Company's
competitors. The Company also relies on certain proprietary trade secrets and
know-how, which are not patentable. Although the Company has taken steps to
protect its unpatented trade secrets and know-how, in part through the use of
confidentiality agreements with its employees, consultants and certain of its
contractors, there can be no assurance that these agreements will not be
breached, that the Company would have adequate remedies for any breach, or that
the Company's trade secrets will not otherwise become known or be independently
developed or discovered by competitors.
Government Regulation
Regulation by governmental entities in the United States and other
countries will be a significant factor in the production and marketing of any
pharmaceutical products that may be developed by a customer of the Company or,
in the event the Company decides to develop a drug beyond the preclinical phase,
by the Company. The nature and the extent to which such regulation may apply to
the Company's customers will vary depending on the nature of any such
pharmaceutical products. Virtually all pharmaceutical products developed by the
Company's customers will require regulatory approval by governmental agencies
prior to commercialization. In particular, human pharmaceutical therapeutic
products are subject to rigorous preclinical and clinical testing and other
approval procedures by the U.S. Food and Drug Administration ("FDA") and by
foreign regulatory authorities. Various federal and, in some cases, state
statutes and regulations also govern or influence the manufacturing, safety,
labeling, storage, record keeping and marketing of such pharmaceutical products.
The process of obtaining these approvals and the subsequent compliance with
appropriate federal and foreign statutes and regulations are time consuming and
require the expenditure of substantial resources.
Generally, in order to gain FDA approval, a company must conduct
preclinical studies in the laboratory and in animal models to gain preliminary
information on a compound's efficacy and to identify any safety problems. The
results of these studies are submitted as a part of an Investigational New Drug
application ("IND") that the FDA must review before human clinical trials of an
investigational drug can start. In order to commercialize any products, the
Company or its customer will be required to sponsor and file an IND and will be
responsible for initiating and overseeing the clinical studies to demonstrate
the safety and efficacy that are necessary to obtain FDA approval of any such
products. Clinical trials are normally done in three phases and generally take
two to five years, but may take longer, to complete. After completion of
clinical trials of a new product, FDA and foreign regulatory authority marketing
approval must be obtained. If the product is classified as a new drug, the
Company or its customer will be required to file a New Drug Application ("NDA")
and receive approval before commercial marketing of the drug. The testing and
approval processes require substantial time and effort and there can be no
assurance that any approval will be granted on a timely basis, if at all. NDAs
submitted to the FDA can take, on average, two to five years to obtain approval.
If questions arise during the FDA review process, approval can take more than
five years. Even if FDA regulatory clearances are obtained, a marketed product
is subject to continual review, and later 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. For
marketing outside the United States, the Company will also be subject to foreign
regulatory requirements governing human clinical trials and marketing approval
for
-14-
<PAGE>
pharmaceutical products. The requirements governing the conduct of clinical
trials, product licensing, pricing and reimbursement vary widely from country to
country.
The research and development processes of the Company involve the
controlled use of hazardous materials. The Company is subject to federal, state
and local laws and regulations governing the use, manufacture, storage, handling
and disposal of such materials and certain waste products. Although the Company
believes that its activities currently comply with the standards prescribed by
such laws and regulations, the risk of accidental contamination or injury from
these materials cannot be eliminated. In the event of such an accident, the
Company could be held liable for any damages that result and any liability could
exceed the resources of the Company. In addition, there can be no assurance that
the Company will not be required to incur significant costs to comply with
environmental laws and regulations in the future.
Sources of Supply
The Company currently relies on two suppliers to provide the majority of
plastic beads used in the solid phase chemical synthesis of its compounds. The
Company has built a significant multi-year inventory of these beads. In
addition, the Company has determined that other commercially available beads can
be used as an alternative to those indicated above. Should the Company be
unable to obtain an adequate supply of these or comparable beads at commercially
reasonable rates, its ability to continue to identify and optimize lead
compounds and development candidates would be materially and adversely affected.
Pharmaceutical Manufacturing and Marketing
The Company does not expect to directly manufacture or market
pharmaceutical products. However, the Company may, in the future, consider
undertaking such activities if it believes they are appropriate under the
circumstances. The Company has no experience in developing pharmaceutical
products or in manufacturing or marketing products on a commercial scale. The
Company may not have the resources to develop or to manufacture or market by
itself on a commercial scale any products identified by it. In the event the
Company decides to establish a manufacturing facility, the Company will require
substantial additional funds, and will be required to hire and train significant
additional personnel and comply with the extensive FDA "good manufacturing
practice" regulations applicable to such a facility.
Employees
As of December 31, 1997, the Company had 197 regular employees, 168 of whom
were in research and development, including 71 chemists, biologists and
engineers holding doctorate degrees. None of the Company's employees is covered
by collective bargaining agreements. Management considers its relations with its
employees to be good.
Important Factors Regarding Forward Looking Statements
Certain discussions set forth above regarding the Company's strategy for
the development and commercialization of its products and services as well as
its ability to achieve profitability in the near term are forward-looking
statements. This strategy depends upon the acceptance by potential customers of
combinatorial chemistry and analysis of compounds provided by the Company as an
effective tool in new drug discovery and the Company's ability to maintain the
arrangements it currently has in place. Historically, pharmaceutical companies
have conducted lead compound identification and optimization within their own
research departments, due to the highly proprietary nature of the activities
being conducted, the central importance of these activities to their drug
discovery and development efforts, and the desire to obtain maximum patent and
other proprietary protection on the results of their internal programs. In order
to achieve
-15-
<PAGE>
its business objectives, the Company must convince these companies that the
Company's technology and expertise justify the outsourcing of these programs to
the Company. There can be no assurance that the Company will be able to attract
customers on acceptable terms for its products and services or develop a
sustainable profitable business. Moreover, the pricing and nature of the
Company's combinatorial libraries is such that there may only be a limited
number of pharmaceutical companies that are potential customers for such
libraries. There can be no assurance that the Company will be able to establish
additional collaborative or licensing arrangements, that any such arrangements
or licenses will be on terms favorable to the Company, or that current or future
collaborative or licensing arrangements will ultimately be successful.
Further, Pharmacopeia's receipt of revenues from collaborative arrangements
is affected by the timing of efforts expended by the Company and the timing of
lead compound identification. The Company's products and services will only
result in commercialized pharmaceutical products generating milestone payments
and royalties upon significant preclinical and clinical development, requisite
regulatory approvals, the establishment of manufacturing capabilities and
successful marketing. The Company does not currently intend to perform any of
these activities, other than in some instances preclinical work. Therefore, the
Company will be dependent upon the expertise and dedication of sufficient
resources by third parties to develop and commercialize products based on
library compounds produced and lead compounds discovered by the Company. Should
a collaborative partner fail to develop or commercialize a compound or product
to which it has rights from the Company, the Company may not receive any future
milestone payments or royalties associated with such compound or product. The
Company's contractual arrangements with its customers do not obligate the
customers to develop or commercialize lead compounds discovered by the Company.
In addition, there can be no assurance that any such development or
commercialization would be successful. The compound basis for drugs developed by
a customer may be a derivative or optimized version of the lead compound
provided to the customer by the Company. While the Company's existing
collaborative agreements provide that the Company will receive milestone
payments and royalties with respect to certain products developed from certain
derivative compounds, there can be no assurance that disputes will not arise
over the application of payment provisions to such products. There can be no
assurance that current or future collaborative partners will not pursue
alternative technologies, or develop alternative products either on their own or
in collaboration with others, including the Company's competitors, as a means
for developing treatments based on the targets which are the subject of the
collaborative arrangements with the Company.
The Company's success will also depend upon certain issues arising in
connection with the Company's patents and proprietary technology. See "Business
- -- Patents and Proprietary Information."
-16-
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) Financial Statements
The following Financial Statements are included:
Report of Independent Auditors
Balance Sheets as of December 31, 1996 and 1997
Statements of Operations for the years ended December 31, 1995, 1996 and
1997
Statements of Stockholders' Equity for the years ended December 31,
1995, 1996 and 1997
Statements of Cash Flows for the years ended December 31, 1995, 1996 and
1997
Notes to Financial Statements
(a)(2) Financial Statement Schedules
All financial statement schedules are omitted because they are not
applicable, or not required, or because the required information is included in
the financial statements or notes thereto.
(a)(3) Exhibits:
<TABLE>
<C> <S>
3.1****** Restated Certificate of Incorporation of the Registrant.
3.3****** Bylaws of the Registrant, as amended.
3.3(a)******** Amendment to Bylaws of Pharmacopeia dated July 31, 1997.
4.3* Stockholders Rights Agreement, dated February 15, 1995.
10.1* Series A and Series B Preferred Stock Purchase Agreement,
dated July 21, 1993.
10.2* Series B Preferred Stock Purchase Agreement, dated March
11, 1994.
10.3* Series C Preferred Stock Purchase Agreement, dated December
22, 1994.
10.4* Series D Preferred Stock Purchase Agreement, dated February
15, 1995.
10.5**# Amended 1994 Incentive Stock Plan.
10.5(a)*******# Amendment No. 3 to the 1994 Incentive Stock Plan dated May
9, 1997.
10.6*# 1995 Employee Stock Purchase Plan.
10.7*# 1995 Director Option Plan.
10.8*+ Library Collection Agreement, dated as of October 1, 1995,
between Pharmacopeia and Novartis Corporation.
10.9*+ Research, License, and Royalty Agreement, dated as of
February 15, 1995, between Pharmacopeia and Berlex
Laboratories, Inc.
10.9(a)*******+ Amendment No. 1 to Research, License and Royalty Agreement
between the Company and Berlex Laboratories, Inc. dated
November 27, 1996.
10.9(b)*******+ Amendment No. 2 to Research, License and Royalty Agreement
between the Company and Berlex Laboratories, Inc. dated June
30, 1997.
10.9(c)*********++ Amendment No.3 to Research, License and Royalty Agreement
between the Company and Berlex Laboratories, Inc. dated
November 21, 1997.
10.10*+ License Agreement, dated as of October 6, 1995, among
Pharmacopeia, the Trustees of Columbia University in the
City of New York and Cold Spring Harbor Laboratory.
10.11*+ Collaboration Agreement, dated as of December 22, 1994,
between Pharmacopeia and Schering Corporation and
Schering-Plough, Ltd.
</TABLE>
-17-
<PAGE>
<TABLE>
<C> <S>
10.11(b)*******+ Amendment No. 2 to Collaboration Agreement and Random Library
Agreement between the Company and Schering Corporation and
Schering-Plough, Ltd. dated as of April 22, 1996.
10.11(c)*******+ Amendment No. 3 to Collaboration Agreement and Random Library
Agreement between the Company and Schering Corporation and
Schering-Plough, Ltd. dated as of April 21, 1997.
10.12*+ Random Library Agreement, dated as of December 22, 1994,
between Pharmacopeia and Schering Corporation and
Schering-Plough, Ltd.
10.13* Lease Agreement between Pharmacopeia and Eastpark at 8A.
10.13(a)** Amendment dated as of January 22, 1996 to Lease Agreement
between Pharmacopeia and Eastpark at 8A.
10.13(b)**** Third Amendment to Lease Agreement dated March 31, 1996
between Pharmacopeia and Eastpark at 8A.
10.14* Sublease, dated as of December 7, 1994, between Pharmacopeia
and Enichem Americas, Inc.
10.15* Lease, dated as of May 2, 1994, between Pharmacopeia and
College Road Associates Limited, as amended.
10.15(a)** Lease dated as of December 1, 1995 between Pharmacopeia and
College Road Associates, as amended.
10.15(b)**** Third Execution and Modification of lease dated June 7, 1996,
between Pharmacopeia and College Road Associates Limited.
10.17*# Employment Agreement, dated October 4, 1994, between the
Company and Lewis J. Shuster.
10.18*********# Employment Agreement effective November 1, 1997 between the
Company and Joseph A. Mollica, Ph.D.
10.20*# Employment Agreement, dated June 3, 1993, between the Company
and John J. Baldwin, Ph.D.
10.21*# Employment Agreement, dated December 2, 1993, between the
Company and Nolan H. Sigal, M.D., Ph.D.
10.22*# Consulting Agreement, dated April 30, 1993, between the
Company and W. Clark Still, Ph.D.
10.23* Warrant to purchase Common Stock issued to Columbia
University.
10.24* Warrant to purchase Common Stock issued to Cold Spring Harbor
Laboratory.
10.25**+ Collaboration Agreement effective as of December 31, 1995
between Pharmacopeia and Bayer.
10.26**+ Random Library Agreement effective as of December 31, 1995
between Pharmacopeia and Bayer.
10.30***+ Collaborative Agreement dated as of March 29, 1996 with
Daiichi Pharmaceutical Co., Ltd.
10.30(a)*******+ Amendment No. 1 to Collaboration Agreement between the
Company and Daiichi Pharmaceutical Co., Ltd. dated April 14,
1997.
10.31****+ Research Agreement, between Pharmacopeia, Inc. and N.V.
Organon dated May 31, 1996.
10.32*****# Employment Agreement, dated June 20, 1996, between the Company
and Stephen A. Spearman, Ph.D.
</TABLE>
-18-
<PAGE>
<TABLE>
<C> <S>
10.33***** Lease Agreement, dated June 21, 1996, between Pharmacopeia and
South Brunswick Rental I, Ltd.
10.34*********++ Collaboration and License Agreement between Pharmacopeia, Inc.
and Bristol-Myers Squibb Company dated November 26, 1997.
11.1* Statement re Computation of Per Share Earnings.
21.0********* Subsidiaries of Pharmacopeia, Inc.
23.1 Consent of Ernst & Young LLP
24.1********* Powers of Attorney
27.1********* Financial Data Schedule
</TABLE>
* Incorporated by reference to the same numbered exhibit filed with the
Company's Registration Statement on Form S-1 No. 33-93460.
** Incorporated by reference to the same numbered exhibit filed with the
Company's Form 10-K for the year ended December 31, 1995.
*** Incorporated by reference to the same numbered exhibit filed with the
Company's Form 10-Q for the quarter ended March 31, 1996.
**** Incorporated by reference to the same numbered exhibit filed with the
Company's Form 10-Q for the quarter ended June 30, 1996.
***** Incorporated by reference to the same numbered exhibit filed with the
Company's Form 10-Q for the quarter ended September 30, 1996.
****** Incorporated by reference to the same numbered exhibit filed with the
Company's Form 10-K for the year ended December 31, 1996.
******* Incorporated by reference to the same numbered exhibit filed with the
Company's Form 10-Q for the quarter ended June 30, 1997.
******** Incorporated by reference to the same numbered exhibit filed with the
Company's Form 10-Q for the quarter ended September 30, 1997.
********* Incorporated by reference to the same numbered exhibit filed with the
Company's Form 10-K for the year ended December 31, 1997.
+ Confidential treatment granted.
++ Confidential treatment requested.
# Represents a management contract or compensatory plan or arrangement.
(b) Reports on Form 8-K
There were no reports on Form 8-K required to be filed for the quarter
ended December 31, 1997.
(c) Exhibits
See Item 14(a)(3) above.
(d) Financial Statement Schedules
See Item 14(a)(2) above.
-19-
<PAGE>
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.
PHARMACOPEIA, INC.
By: /s/ Joseph A. Mollica
-----------------------
Joseph A. Mollica, Ph.D.
Chairman of the Board of Directors,
President and Chief Executive Officer
(Principal Executive Officer)
Date: April 15, 1998
[Rest of page intentionally left blank]
-20-
<PAGE>
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 on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Joseph A. Mollica Chairman of the Board of April 15, 1998
- ---------------------------- Directors, President and
(Joseph A. Mollica, Ph.D.) Chief Executive Officer
(Principal Executive Officer)
/s/ Lewis J. Shuster Executive Vice President, April 15, 1998
- ---------------------------- Corporate Development and Chief
(Lewis J. Shuster) Financial Officer (Principal
Financial and Accounting
Officer)
* Director April 15, 1998
- -----------------------------
(Frank Baldino, Jr., Ph.D.)
* Director April 15, 1998
- ----------------------------
(Paul A. Bartlett, Ph.D.)
* Director April 15, 1998
- ----------------------------
(Samuel D. Colella)
* Director April 15, 1998
- ---------------------------
(Gary E. Costley, Ph.D.)
* Director April 15, 1998
- ---------------------------
(Edith W. Martin, Ph.D.)
* Director April 15, 1998
- ---------------------------
(Eileen M. More)
* Director April 15, 1998
- ----------------------------
(Charles A. Sanders, M.D.)
</TABLE>
/s/ Joseph A. Mollica
*By:________________________
Joseph A. Mollica
Attorney-in-Fact
-21-
<PAGE>
Pharmacopeia, Inc.
Index To Financial Statements
Contents
Report of Independent Auditors............................................. F-1
Balance Sheets............................................................. F-2
Statements of Operations................................................... F-3
Statements of Stockholders' Equity......................................... F-4
Statements of Cash Flows................................................... F-5
Notes to Financial Statements.............................................. F-6
<PAGE>
Report of Independent Auditors
The Board of Directors and Stockholders
Pharmacopeia, Inc.
We have audited the accompanying balance sheets of Pharmacopeia, Inc. as of
December 31, 1996 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, 1997. 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 from
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 Pharmacopeia, Inc. at December
31, 1996 and 1997 and the results of its operations and its cash flows for each
of the three years in the period ended December 31, 1997 in conformity with
generally accepted accounting principles.
ERNST & YOUNG LLP
Princeton, New Jersey
January 27, 1998, except for
Note 13 as to which the date is February 4, 1998
F-1
<PAGE>
Pharmacopeia, Inc.
Balance Sheets
(Dollars in thousands, except share data)
<TABLE>
<CAPTION>
December 31
1996 1997
-------------------
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 17,059 $ 9,590
Marketable securities 64,423 60,166
Prepaid expenses and other current assets 1,525 1,890
-------------------
Total current assets 83,007 71,646
-------------------
Non-current investments in marketable securities 12,865
Property and equipment, net 8,295 10,874
Other assets 677 302
-------------------
$ 91,979 $ 95,687
===================
Liabilities and stockholders' equity
Current liabilities:
Accounts payable $ 742 $ 1,756
Accrued liabilities 2,240 2,726
Notes payable, current portion 710 690
Deferred revenue 15,088 16,091
-------------------
Total current liabilities 18,780 21,263
Notes payable, long-term portion 1,405 712
Deferred revenue, long-term 2,046 3,275
Commitments
Stockholders' equity:
Preferred stock, $.0001 par value, 2,000,000 shares
authorized; none issued and outstanding
Common stock, $.0001 par value; 40,000,000 shares authorized;
11,267,499 and 11,786,941 shares issued and outstanding at
December 31, 1996 and 1997, respectively 1 1
Additional paid-in capital 97,542 104,909
Accumulated deficit (27,795) (34,473)
-------------------
Total stockholders' equity 69,748 70,437
-------------------
$ 91,979 $ 95,687
===================
</TABLE>
See accompanying notes.
F-2
<PAGE>
Pharmacopeia, Inc.
Statements of Operations
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
Year ended December 31
1995 1996 1997
-----------------------------
<S> <C> <C> <C>
Contract revenue $ 5,151 $ 14,799 $ 24,523
Operating expenses:
Research and development:
Collaborative 5,563 13,129 16,931
Proprietary 5,468 8,111 12,588
General and administrative 3,781 5,617 5,848
-----------------------------
Operating loss (9,661) (12,058) (10,844)
Interest income 798 3,938 4,397
Interest expense (93) (263) (231)
-----------------------------
Net loss $(8,956) $ (8,383) $ (6,678)
=============================
Basic net loss per share $ (2.77) $ (.77) $ (.58)
=============================
</TABLE>
See accompanying notes.
F-3
<PAGE>
Pharmacopeia, Inc.
Statements of Stockholders' Equity
(Dollars in thousands, except share data)
<TABLE>
<CAPTION>
Convertible
Preferred Stock Common Stock
--------------------------------------------- Additional
Number of Number of Paid-in
Shares Amount Shares Amount Capital
-----------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1994 8,400,880 $ 1 2,672,750 $ 21,444
Sale of Convertible Series D preferred stock 350,000 3,500
Sales of common stock 1,094 1
Acquisition of treasury stock
Retirement of treasury stock (64,521) (11)
Mandatory conversion of Convertible
preferred stock to common stock (8,750,880) (1) 4,375,446 1
Common stock issued based on anti-dilution
provisions 43,750
Exercise of warrant 15,750
Issuance of common stock in initial public
offering, net of expenses 2,990,000 43,808
Issuance of common stock for exercise of
options 5,700 3
Issuance of common stock in private placement 232,558 5,000
Net loss
-----------------------------------------------------------
Balance at December 31, 1995 - - 10,272,527 1 73,745
Acquisition of treasury stock
Retirement of treasury stock (7,594) (2)
Issuance of common stock in private
placements 973,206 23,641
Issuance of common stock for exercise of
options 22,189 47
Issuance of common stock in employee stock
purchase plan 7,171 111
Net loss
-----------------------------------------------------------
Balance at December 31, 1996 - - 11,267,499 1 97,542
Acquisition of treasury stock
Retirement of treasury stock (1,646) (1)
Issuance of common stock in private
placements, net 438,323 6,861
Issuance of common stock for exercise
of options 51,669 56
Issuance of common stock in employee stock
purchase plan 18,488 235
Issuance of common stock for 401K
matching 12,608 216
Net loss
-----------------------------------------------------------
Balance at December 31, 1997 - $ - 11,786,941 $ 1 $104,909
=========================================================================================================
<CAPTION>
Treasury Stock
----------------------- Total
Number of Accumulated Stockholders'
Shares Amount Deficit Equity
--------------------------------------------------------
<S> <C> <C> <C> <C>
Balance at December 31, 1994 45,000 $ (9) $ (10,456) $ 10,980
Sale of Convertible Series D preferred stock 3,500
Sales of common stock 1
Acquisition of treasury stock 19,521 (2) (2)
Retirement of treasury stock (64,521) 11 -
Mandatory conversion of Convertible
preferred stock to common stock -
Common stock issued based on anti-dilution
provisions -
Exercise of warrant -
Issuance of common stock in initial public
offering, net of expenses 43,808
Issuance of common stock for exercise of
options 3
Issuance of common stock in private placement 5,000
Net loss (8,956) (8,956)
--------------------------------------------------------
Balance at December 31, 1995 - - (19,412) 54,334
Acquisition of treasury stock 7,594 (2) (2)
Retirement of treasury stock (7,594) 2
Issuance of common stock in private
placements 23,641
Issuance of common stock for exercise of
options 47
Issuance of common stock in employee stock
purchase plan 111
Net loss (8,383) (8,383)
--------------------------------------------------------
Balance at December 31, 1996 - - (27,795) 69,748
Acquisition of treasury stock 1,646 (1) (1)
Retirement of treasury stock (1,646) 1
Issuance of common stock in private
placements, net 6,861
Issuance of common stock for exercise
of options 56
Issuance of common stock in employee stock
purchase plan 235
Issuance of common stock for 401K
matching 216
Net loss (6,678) (6,678)
--------------------------------------------------------
Balance at December 31, 1997 - $ - $ (34,473) $ 70,437
======================================================================================================
</TABLE>
F-4
<PAGE>
Pharmacopeia, Inc.
Statements of Cash Flow
(Dollars in thousands)
<TABLE>
<CAPTION>
Year ended December 31
1995 1996 1997
--------------------------------
<S> <C> <C> <C>
Cash flows from operating activities
Net loss $ (8,956) $ (8,383) $ (6,678)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation 554 1,467 2,754
Amortization 40 40 22
Changes in operating assets and liabilities:
(Increase) in prepaid expenses and other current (691) (370) (365)
assets
(Increase) decrease in other assets (238) (159) 353
Increase in accounts payable 26 241 1,014
Increase in accrued liabilities 1,046 499 486
Increase in deferred revenue 4,599 9,536 2,232
--------------------------------
Net cash provided by (used in) operating activities (3,620) 2,871 (182)
Cash flows from investing activities
Capital expenditures (2,410) (6,834) (5,333)
Purchases of marketable securities (41,391) (95,750) (90,373)
Proceeds from sales of marketable securities 13,108 63,615 81,765
(Increase) decrease in segregated cash 125
--------------------------------
Net cash used in investing activities (30,568) (38,969) (13,941)
Cash flows from financing activities
Net proceeds from issuance of common stock 48,810 23,797 7,367
Net proceeds from issuance of convertible preferred 3,500
stock
Increase in notes payable 1,233 1,344
Repayments of note payable (228) (596) (713)
--------------------------------
Net cash provided by financing activities 53,315 24,545 6,654
--------------------------------
Increase (decrease) in cash and cash equivalents 19,127 (11,553) (7,469)
Cash and cash equivalents at beginning of period 9,485 28,612 17,059
--------------------------------
Cash and cash equivalents at end of period $ 28,612 $ 17,059 $ 9,590
================================
Interest paid $ 93 $ 263 $ 231
================================
</TABLE>
See accompanying notes.
F-5
<PAGE>
Pharmacopeia, Inc.
Notes to Financial Statements
(Dollars in thousands, except share and per share data)
December 31, 1997
1. Organization and Description of Business
Pharmacopeia, Inc. (the "Company"), which was incorporated in Delaware in March
1993, develops combinatorial chemical libraries and uses these libraries alone,
and through collaborations, to discover new, low molecular weight compounds
principally for use as pharmaceuticals.
Through December 1994, the Company was in the development stage. Beginning in
January 1995, the Company started receiving and expects to continue to receive
revenue from collaboration agreements (see Note 10). As a result, the Company
is no longer considered to be in the development stage. Included in accumulated
deficit is $10,456 accumulated during the development stage.
The Company's approach to drug discovery represents a newly created business for
which there is little precedent. The Company's expansion of its operations and
enhancements to its drug discovery technology will result in significant
expenses over the next several years that may not be offset by significant
revenues. The Company expects that any revenues for the foreseeable future and
the Company's ability to achieve profitability will be dependent upon the
ability of the Company to enter into additional collaborative arrangements with
customers.
2. Significant Accounting Policies
Use of Estimates
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Cash Equivalents
The Company considers all highly-liquid investments with an original maturity of
three months or less to be cash equivalents. The Company invests its cash in
deposits with major financial institutions, money market funds, and other
investment grade securities such as prime rated commercial paper.
Marketable Securities
Marketable securities consist of fixed income investments with a maturity of
greater than three months such as United States treasury securities, obligations
of United States government agencies, other investment grade securities such
as prime rated commercial paper and corporate bonds. Such securities are
carried at amortized cost which approximates market.
The following is a summary of held-to-maturity securities:
<TABLE>
<CAPTION>
December 31, 1996 December 31, 1997
----------------- -----------------
Current Current Non-
Current
<S> <C> <C> <C>
U.S. treasury securities
and obligations of U.S. government
agencies $24,267 $31,732 $ 8,501
U.S. corporate debt securities $40,156 $28,434 $ 4,364
------- ------- -------
$64,423 $60,166 $12,865
======= ======= =======
</TABLE>
F-6
<PAGE>
Pharmacopeia, Inc.
Notes to Financial Statements
(Dollars in thousands, except share and per share data)
December 31, 1997
2. Significant Accounting Policies (continued)
Property and Equipment
Property and equipment is stated at cost. Depreciation is provided over the
estimated useful lives of the related assets which range from three to ten years
using the straight-line method. Assets under capital leases are amortized over
the lesser of the useful life of the assets or the applicable lease terms,
whichever is shorter, which approximates 5 years.
Intangible Assets
Intangible assets are included in other assets and consist primarily of licensed
technology which represents the initial payment for certain exclusive licenses
granted to the Company as of the date of incorporation and are being amortized
over four years. Accumulated amortization at December 31, 1996 and 1997 was
$142 and $164, respectively.
Revenue Recognition
Contract revenue from collaborative agreements relates to research and
development work and is recognized using the percentage of completion method.
The application of this revenue recognition method is dependent on the
contractual arrangement of each agreement. Accordingly, revenue is recognized
as research and development labor is expended against a total research and
development plan. Payments received under these agreements prior to the
completion of the related work are recorded as deferred revenue. Non-refundable
milestone payments and up-front fees are recognized as contract revenue when
received as the Company has no other performance obligations.
Research and Development
All research and development costs are charged to operations as incurred.
Stock Based Compensation
As permitted by FASB Statement No. 123, "Accounting for Stock-Based
Compensation" (FASB 123), the Company has elected to follow Accounting Principal
Board Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25) and
related interpretations in accounting for its employee stock option plans.
Under APB 25, no compensation expense is recognized at the time of option grant
because the exercise price of the Company's employee stock option equals the
fair market value of the underlying common stock on the date of grant.
F-7
<PAGE>
Pharmacopeia, Inc.
Notes to Financial Statements
(Dollars in thousands, except share and per share data)
December 31, 1997
2. Significant Accounting Policies (continued)
Basic Net Loss Per Share
In 1997, the Financial Accounting Standards Board issued Statement No. 128,
Earnings per Share. Statement 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. The effect of adoption of Statement 128 had no financial impact and
accordingly, no restatement of loss per share for prior years was necessary.
The basic net loss per share is based on net loss for the year, divided by the
weighted average number of common shares outstanding during the year. Common
stock equivalents such as convertible preferred stock, stock options and
warrants are not included as their effect is anti-dilutive. Shares used in
computing basic net loss per share were 3,231,102, 10,833,980 and 11,453,743 for
the years ended December 31, 1995, 1996 and 1997 respectively.
Impact of Recently Issued Accounting Standards
In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive Income"
("SFAS No. 130"). SFAS No. 130 establishes standards for the reporting and
display of comprehensive income and its components and is applied to all
enterprises. SFAS No. 130 is effective for financial statements for fiscal
years beginning after December 15, 1997. The adoption of SFAS No. 130 will have
no impact on the Company's consolidated results of operations, financial
position or cash flows.
In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information" ("SFAS No. 131"). SFAS No. 131 establishes
standards for the way that public business enterprises report information about
operating segments in annual financial statements and requires that those
enterprises report selected information about operating segments in interim
financial reports issued to stockholders. It also establishes standards for
related disclosures about products and services, geographic areas, and major
customers. SFAS No. 131 is effective for financial statements for fiscal years
beginning after December 15, 1997, and therefore, the Company will adopt the new
requirements retroactively in 1998. The adoption of SFAS No. 131 will have no
significant impact on the Company's financial reporting.
F-8
<PAGE>
Pharmacopeia, Inc.
Notes to Financial Statements
(Dollars in thousands, except share and per share data)
December 31, 1997
3. Property and Equipment
Property and equipment consist of the following:
December 31
1996 1997
-------------------
Laboratory equipment $ 4,904 $ 7,388
Furniture, fixtures and equipment 1,227 1,828
Computers and software 1,649 2,559
Leasehold improvements 2,716 3,629
Construction in progress 15 440
-------------------
10,511 15,844
Less accumulated depreciation and amortization (2,216) (4,970)
-------------------
Property and equipment, net $ 8,295 $10,874
===================
4. Leases
The Company has a total of three operating leases or sub-leases for office and
laboratory space which expire at various dates through November 30, 2005.
The future minimum lease commitments at December 31, 1997 are as follows:
1998 $2,911
1999 2,761
2000 1,471
2001 1,041
2002 1,041
Thereafter 3,037
Rent expense for the years ended December 31, 1995, 1996 and 1997 was $1,255,
$1,783 and $2,828, respectively.
F-9
<PAGE>
Pharmacopeia, Inc.
Notes to Financial Statements
(Dollars in thousands, except share and per share data)
December 31, 1997
5. Accrued Liabilities
Accrued liabilities consist of the following:
December 31,
1996 1997
------------------
Accrued bonus $ 623 $1,005
Accrued vacation 208 322
Accrued relocation 573 219
Accrued licensing costs - related party (Note 12) 300 377
Other 536 803
------------------
$2,240 $2,726
==================
6. Notes Payable
The Company has entered into Equipment Financing Agreements primarily for the
purchase of certain laboratory and research related equipment. Under the terms
of these agreements, the Company may finance up to $2,850 of equipment and
leasehold improvements. At December 31, 1997, the Company had sixteen separate
secured notes payable under these agreements. The notes payable expire at
various dates through June 2000.
The following is a schedule, by year, of the future principal payments under
equipment financing agreements as of December 31, 1997:
1998 $ 690
1999 481
2000 231
--------
Total principal payments $1,402
========
7. Income Taxes
The Company utilizes the liability method to account for income taxes. Deferred
income taxes reflect the net effects of temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and
the amounts used for income tax purposes. Significant components of the
Company's net deferred tax asset, which is considered noncurrent, are as
follows:
F-10
<PAGE>
Pharmacopeia, Inc.
Notes to Financial Statements
(Dollars in thousands, except share and per share data)
December 31, 1997
7. Income Taxes (continued)
<TABLE>
<CAPTION>
December 31
1996 1997
---------------------
<S> <C> <C>
Deferred tax assets
Net operating loss carryforward $ 11,218 $ 13,900
Research credit 722 1,334
Deferred tax asset valuation reserve (11,940) (15,234)
---------------------
Net deferred tax asset $ - $ -
=====================
</TABLE>
In 1995, 1996 and 1997, the Company recorded valuation reserves of $8,145,
$11,940, and $15,234, respectively, principally to offset the benefits of net
operating loss carryforwards at the end of those years.
At December 31, 1997, the Company has federal net operating loss (NOL)
carryforwards of approximately $34,700 which expire in 2008 ($2,131), 2009
($8,475), 2010 ($9,100), 2011 ($8,294) and 2012 ($6,700). An ownership change
pursuant to Section 382 of the Internal Revenue Code occurred in December 1995
as a result of the public offering of the Company's common stock. The effect of
the ownership change is that use of approximately $11,800 of the NOL
carryforward is restricted to approximately $6,700 per year. The Company has
state NOL carryforwards $34,700 at December 31, 1997, which expire in 2000
($2,100), 2001 ($8,500), 2002 ($9,100), 2003 ($8,300) and 2004 ($6,700).
The Company has federal research tax credit carryforwards of approximately $936
at December 31, 1997 which expire from 2008 through 2012. Approximately $476 of
the carryforwards are subject to limitation pursuant to Section 382. In
addition, the Company has a state research tax credit carryforward of
approximately $466 which expires from 2002 to 2004.
8. Stockholders' Equity
Common Stock
During 1996 the Company received a total of $25,165 in proceeds from the sale to
four corporate partners of 973,206 newly issued shares of Pharmacopeia common
stock. Of the total proceeds, $23,641 was recognized as equity. The balance of
$1,524, representing a premium over the fair market value of the Company's
common stock, was initially recorded on the balance sheet as deferred revenue
and is being recognized as revenue over the balance of the term of the
associated corporate collaboration agreements.
During 1997 the Company received a total of $7,165 in proceeds from the sale to
two corporate partners of newly issued shares of Pharmacopeia common stock. Of
the total proceeds, $6,791 was recognized as equity. The balance of $374,
representing a premium over the fair market value of Pharmacopeia's common
stock, is currently included in the balance sheet as deferred revenue and will
be recognized as revenue over the balance of the term of the associated
corporate collaboration agreement.
F-11
<PAGE>
Pharmacopeia, Inc.
Notes to Financial Statements
(Dollars in thousands, except share and per share data)
December 31, 1997
9. Stock Plans
The Company has three Stock Plans, the 1994 Incentive Stock Plan, the 1995
Employee Stock Purchase Plan and the 1995 Director Option Plan.
In accordance with the 1994 Incentive Stock Plan (the "Plan"), the Company may
grant up to 1,750,000 shares of both incentive or non-qualified stock options or
stock purchase rights to officers, directors, employees, sales representatives
and consultants of the Company. The term of each incentive and non-qualified
stock option and stock purchase right is ten years or ten years and one day from
the date of grant. Vesting generally occurs over a period of not greater than
five years.
At December 31, 1997, 387,544 of the outstanding options and stock purchase
rights were exercisable and there were 303,586 shares available for future
grants. All stock purchase rights which are not vested are subject to
repurchase by the Company.
In 1995, the Company adopted the 1995 Employee Stock Purchase Plan ("ESPP")
under Section 423 of the Internal Revenue Code. An aggregate of 250,000 shares
of common stock are reserved for offering under the ESPP. In 1997, 18,488
shares of common stock were purchased at prices ranging from $12.54 to $12.96
per share, as determined by the ESPP. At December 31, 1997, there were 224,341
shares available for future purchase.
In accordance with the 1995 Directors Option Plan, the Company may grant up to
150,000 options to purchase shares of common stock to non-employee members of
the Board. The exercise price of the stock options shall be equal to the fair
market value per share of common stock on the option grant date. Each option
has a term of ten years from the option grant date and shall become exercisable
in a series of three equal and successive annual installments. During 1997
50,000 options were granted at exercise prices ranging from $14.13 to $16.00 per
share. At December 31, 1997, 11,664 of the outstanding options were exercisable
and there were 78,334 shares available for future grants.
FASB 123 requires pro forma information regarding net income and earnings per
share as if the Company has accounted for its employee stock options and
warrants granted subsequent to December 31, 1994 and shares of common stock
purchased by employees in connection with the ESPP ("equity awards") under the
fair value method of FASB 123. The fair value of these equity awards was
estimated at the date of grant using a Black-Scholes option pricing model with
the following weighted average assumptions for 1995, 1996, and 1997,
respectively: risk-free interest rates of 6.06%, 6.17%, and 5.44%; expected
volatility of 59.70, 59.70, and 47.00; expected option life of 5.6, 5.6, and 5.8
years from vesting and an expected dividend yield of 0.0%.
F-12
<PAGE>
Pharmacopeia, Inc.
Notes to Financial Statements
(Dollars in thousands, except share and per share data)
December 31, 1997
9. Stock Plans (continued)
For purposes of pro forma disclosures, the estimated fair value of the equity
awards is amortized to expense over the options' vesting period. The Company's
pro forma information is as follows:
1995 1996 1997
---- ---- ----
Pro forma net loss............................$(9,565) $(9,474) $(9,395)
Pro forma basic net loss per share............$(2.96) $(.87) $(.82)
A summary of the Company's stock option activity, and related information for
the years ended December 31, 1995, 1996, and 1997 follows:
<TABLE>
<CAPTION>
1995 1996 1997
---------------------------- ------------------------- ---------------------------
Weighted Weighted Weighted
Common Average Common Average Common Average
Stock Exercise Stock Exercise Stock Exercise
Options Price Options Price Options Price
--------- --------- --------- ------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at
beginning of year....... 120,000 $ .48 363,575 $ 2.10 921,271 $14.19
Granted................. 250,900 2.83 598,220 20.90 517,680 16.22
Exercised............... (6,794) .49 (22,189) 2.76 (36,669) 1.06
Forfeited............... (531) .84 (18,335) 7.83 (46,583) 18.14
--------- -------- ----------
Outstanding at end of
year 363,575 2.10 921,271 14.19 1,355,699 15.17
========= ======== ==========
Exercisable at end of
year 36,959 132,715 387,544
========= ======== ==========
Weighted average fair
value of options
granted during the year 2.81 13.03 8.51
</TABLE>
Stock options outstanding at December 31, 1997 are summarized as follows:
Weighted
Outstanding Weighted Average Average
Range of Options at Remaining Exercise
Exercise Prices December 31, 1997 Contractual Life Price
--------------- ----------------- ---------------- --------
$ .48 96,402 6.9 $ .48
$ 1.24 - $19.00 971,147 8.7 14.48
$19.38 - $26.75 288,150 8.6 22.38
-----------------
$ .48 - $26.75 1,355,699 8.6 15.17
=================
F-13
<PAGE>
Pharmacopeia, Inc.
Notes to Financial Statements
(Dollars in thousands, except share and per share data)
December 31, 1997
10. Collaborative Agreements
On December 22, 1994, the Company entered into a Collaboration Agreement and
Random Library Agreement with Schering Corporation and Schering-Plough Ltd.
(collectively "Schering-Plough") which provides for research funding, product
development milestone payments and royalties on net product sales. Research
funding is received annually in advance with $13,500 paid to date to fund
various research activities through December 1998. The term of these agreements
as amended extend into 1998 and are subject to further extension by agreement of
both parties.
On February 15, 1995, the Company entered into a Research, License and Royalty
Agreement with Berlex Laboratories, Inc. ("Berlex"). The term of the
Collaboration Agreement as amended extends into 1998 and is subject to further
extension by agreement of both parties. Berlex has agreed to pay the Company
research funding, product development milestone payments, and royalties on net
product sales. Research funding is received quarterly in advance with $8,300
paid to date to fund various research activities through February 1998.
On October 1, 1995, the Company entered into a Library Collection Agreement with
Novartis Corporation ("Novartis"), with a three year term, to create libraries
in collaboration with Novartis for screening by Novartis. This Agreement has
been extended for an additional two year term. Under this agreement, the Company
is obligated to provide certain numbers of compounds during each of the five
years of the program. In return, Novartis is obligated to pay the Company
research funding during each year of the agreement. Research funding is received
annually in advance with $6,000 paid to date to fund various research activities
through October 1998 and $2,000 during each subsequent year of the agreement.
Novartis has also agreed to pay the Company milestone payments and royalties on
the sale of any drugs that result from the relationship.
On December 31, 1995, the Company entered into a Collaboration Agreement and
Random Library Agreement with Bayer Corporation ("Bayer"). The agreement
provides for research funding, product development milestone payments and
royalties on net product sales. Research funding is received annually in advance
with $9,500 paid to date to fund various research activities and delivery of
combinatorial libraries through February 1999.
On May 31, 1996, the Company entered into a Research Agreement with N.V. Organon
("Organon"). The agreement provides for research funding, product development
milestone payments and royalties on net product sales. Organon is required to
pay the Company, quarterly in advance, a total of $10,700 in research and
development funding and license fees over the initial three year term, of
which $6,900 has been paid.
On March 29, 1996, the Company entered into a Collaboration Agreement with
Daiichi Pharmaceutical Co., Ltd. ("Daiichi"). The agreement provides for
research funding, product development milestones and royalties on net product
sales. Over the initial three year term of the agreement, Daiichi is obligated
to pay, semi-annually in advance, approximately $14,000 in research and
development funding and license fees, of which $9,700 has been paid.
On December 11, 1997, the Company entered into a three year Collaboration and
License Agreement with Bristol-Myers Squibb Company ("BMS"). The agreement
provides for research funding, product development milestones and royalties on
net product sales. Over the initial three year term of the agreement, BMS is
obligated to pay, quarterly in advance, approximately $10,400 in research and
development funding and license fees, of which $3,400 has been paid.
Revenue from customers representing 10% or more of total contract revenue for
the years ended December 31, 1995, 1996 and 1997 is as follows:
F-14
<PAGE>
Pharmacopeia, Inc.
Notes to Financial Statements
(Dollars in thousands, except share and per share data)
December 31, 1997
10. Collaborative Agreements (continued)
Customer 1995 1996 1997
- ------------------------- -------------- -------------- -------------
Schering-Plough 58% 36% 21%
Daiichi - 16% 21%
NV Organon - 14% 15%
Bayer - - 13%
Bristol-Myers Squibb - - 13%
Berlex 42% 19% 11%
11. Employee Tax-Deferred Savings Plan
The Company maintains a 401(k) defined contribution plan (the "Plan") covering
all full time employees. Employees are eligible to participate on the first day
of the month following their date of hire. The Plan provides for voluntary
employee contributions from 1% to 20% of annual compensation, subject to a
maximum limit allowed by Internal Revenue Service guidelines. Matching
contributions in either cash or Company stock may be made at the discretion of
the Company. Employer contributions vest to participants at a rate of 33 1/3%
per year of service, provided that after three years of service all past and
subsequent employer contributions are 100% vested. $216 of contributions were
charged to operations for the year ended December 31, 1997.
12. Commitments
On July 16, 1993, the Company entered into a license agreement with the Trustees
of Columbia University and Cold Spring Harbor Laboratory. The agreement grants
to the Company an exclusive, worldwide license to certain technology for making
and using combinatorial chemical libraries. The agreement includes annual
license fees and certain royalties to be made by the Company based on Net Sales
of products developed by the Company as well as a percentage of Other Payments
(as defined in each respective agreement) received by the Company. In October
1995, the Company amended its license agreement with the Trustees of Columbia
University and Cold Spring Harbor Laboratories. In connection with this
amendment, the Company issued warrants to purchase 100,000 shares of common
stock at $10.00 per share, exercisable through October 5, 2000 or earlier as
defined in the warrants. During the years ended December 31, 1995, 1996, and
1997 the Company paid royalties and license fees to Columbia University of $419,
$590, and $500 respectively.
In addition, the Company had commitments for construction and equipment of
approximately $172 at December 31, 1997.
F-15
<PAGE>
Pharmacopeia, Inc.
Notes to Financial Statements
(Dollars in thousands, except share and per share data)
December 31, 1997
13. Subsequent Event
On February 4, 1998, the Company and Molecular Simulations Incorporated ("MSI")
announced the execution of a definitive merger agreement under which the Company
will acquire MSI in a tax-free, stock-for-stock transaction to be accounted for
on a pooling basis. The Company will acquire all of the outstanding stock of MSI
and will assume the outstanding MSI options, which will then be exercisable for
shares of the Company's Common Stock. MSI is a provider of molecular modeling
and simulation software. MSI designs, develops, markets and supports software
that facilitates the discovery and development of new products and processes in
the pharmaceutical, biotechnology, chemical, petrochemical and materials
industries. As of December 31, 1997 MSI had total assets of $46,500 and for the
year ended December 31, 1997 MSI had total revenue of $56,700 and net income of
$5,400.
F-16
<PAGE>
Pharmacopeia, Inc.
Report on Form 10-K for
the year ended December 31, 1997
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Exhibit Name Sequentially
Number Numbered Page
<C> <S> <C>
23.1 Consent of Ernst & Young LLP
</TABLE>
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
-------------------------------
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-80341) pertaining to the 1994 Incentive Stock Plan of Pharmacopeia,
Inc., the 1995 Director Option Plan of Pharmacopeia, Inc. and the 1995 Employee
Stock Purchase Plan of Pharmacopeia, Inc. and in the Registration Statement
(Form S-8 No. 333-20883) pertaining to the 1994 Incentive Stock Plan of
Pharmacopeia, Inc. of our report dated January 27, 1998, except for Note 13 as
to which the date is February 4, 1998, with respect to the financial statements
of Pharmacopeia, Inc. included in the Annual Report (Form 10-K/A-1) for the year
ended December 31, 1997.
/s/ Ernst & Young LLP
Princeton, New Jersey
April 14, 1998
