MAXIM PHARMACEUTICALS INC, S-3, 1998-09-30

MAXIM PHARMACEUTICALS INC
S-3, 1998-09-30
MEDICINAL CHEMICALS & BOTANICAL PRODUCTS

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 30, 1998
Registration No. 333-_________
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________

MAXIM PHARMACEUTICALS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 87-0279983
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

8899 UNIVERSITY CENTER LANE, SUITE 400
SAN DIEGO, CALIFORNIA 92122
(619) 453-4040
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OR REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

DALE A. SANDER
VICE PRESIDENT, FINANCE, CHIEF FINANCIAL OFFICER AND SECRETARY
MAXIM PHARMACEUTICALS, INC.
8899 UNIVERSITY CENTER LANE, SUITE 400
SAN DIEGO, CALIFORNIA 92122
(619) 453-4040
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)

COPIES TO:
LANCE W. BRIDGES, ESQ.
COOLEY GODWARD LLP
4365 EXECUTIVE DRIVE, SUITE 1100
SAN DIEGO, CALIFORNIA 92121
(619) 550-6000

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. / /

If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered in connection with dividend or
interest reinvestment plans, check the following box. /X/

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER SHARE (1) OFFERING PRICE(1) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, PAR VALUE $.001. . . . . 938,483 $15.00 $14,077,245 $4,153.00
========================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 of the Securities Act of 1933 based upon the average of the
high and low prices of Registrant's Common Stock on September 28, 1998 as
reported on the American Stock Exchange.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

==============================================================================
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PROSPECTUS

938,483 SHARES

MAXIM PHARMACEUTICALS, INC.

This Prospectus relates to the offering of up to an aggregate of 938,483
shares (the "Shares") of Common Stock, $0.001 par value, (the "Common
Stock"), of Maxim Pharmaceuticals, Inc., a Delaware corporation ("Maxim" or
the "Company"), which may be offered from time to time by certain
stockholders of the Company (the "Selling Stockholders"). The Shares may be
offered from time to time by each Selling Stockholder in transactions on the
American Stock Exchange ("AMEX"), in privately negotiated transactions or a
combination of such methods of sale, at fixed prices that may be changed, at
prevailing market prices at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The Selling Stockholders
may effect such transactions by selling the Shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form
of discounts, concessions or commissions from the Selling Stockholders or the
purchasers of the Shares for whom such broker-dealers may act as agent or to
whom they sell as principal or both (which compensation to a particular
broker-dealer might be in excess of customary commissions). See "Selling
Stockholders" and "Plan of Distribution." No representation is made that any
Shares will or will not be offered for sale. The Shares are being offered for
the accounts of the Selling Stockholders. It is not possible at the present
time to determine the price to the public in any sale of the Shares by the
Selling Stockholders and each Selling Stockholder reserves the right to
accept or reject, in whole or in part, any proposed purchase of Shares.
Accordingly, the public offering price and the amount of any applicable
underwriting discounts and commissions will be determined at the time of such
sale by each Selling Stockholder.

None of the proceeds from the sale of the Shares by the Selling
Stockholders will be received by the Company. The Company has agreed to bear
certain expenses in connection with the registration and sale of the Shares
being offered by the Selling Stockholders. The Company has agreed to
indemnify the Selling Stockholders against certain liabilities, including
certain liabilities under the Securities Act of 1933, as amended (the
"Securities Act"). See "Plan of Distribution."

The Common Stock of the Company is traded on the AMEX under the symbol
"MMP" and the Stockholm Stock Exchange ("SSE") under the symbol "MAXM." The
last sales price of the Company's Common Stock as reported by the AMEX on
September 28, 1998 was $15-3/8 per share.

______________________

THE SECURITIES COVERED BY THIS PROSPECTUS INVOLVE A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" BEGINNING ON PAGE 6.
______________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

THE DATE OF THIS PROSPECTUS IS SEPTEMBER 30, 1998

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NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED OR INCORPORATED
BY REFERENCE IN THIS PROSPECTUS, AND ANY INFORMATION OR REPRESENTATION NOT
CONTAINED OR INCORPORATED HEREIN MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL, OR A SOLICITATION OF AN OFFER TO BUY, BY ANY PERSON IN ANY JURISDICTION
IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS AT ANY TIME NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, IMPLY THAT THE INFORMATION HEREIN
IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company may be inspected and
copied at the public reference facilities maintained by the Commission at
Room 1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549,
and at the Commission's following Regional Offices: Chicago Regional Office,
Suite 1400, 500 West Madison Street, Chicago, Illinois 60661; and New York
Regional Office, Seven World Trade Center, Suite 1300, New York, New York
10048. Copies of such material can also be obtained at prescribed rates from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549. The Commission also maintains a
site on the World Wide Web that contains reports, proxy and information
statements and other information regarding the Company. The address for such
site is http://www.sec.gov.

The Company has filed with the Commission a Registration Statement on Form
S-3 under the Securities Act with respect to the Common Stock offered hereby.
This Prospectus does not contain all of the information set forth in the
Registration Statement, certain portions of which are omitted in accordance
with the rules and regulations of the Commission. For further information
with respect to the Company and the Common Stock offered hereby, reference is
made to the Registration Statement and the exhibits and schedules thereto,
which may be inspected without charge at, and copies thereof may be obtained
at prescribed rates from, the Public Reference Section of the Commission at
450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549. The Common
Stock is listed on the American Stock Exchange and the Stockholm Stock
Exchange. Reports and other information concerning the Company may be
inspected at the offices of the AMEX, 86 Trinity Place, Seventh Floor, New
York, N.Y. 10006, and at the offices of the SSE, Kallargrand 2, 11182
Stockholm, Sweden. The SSE's World Wide Web site is located at www.xsse.se.

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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the
quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, and the
description of the Common Stock contained in the Company's Registration
Statement on Form 8-A filed on June 28, 1996, each as filed with the
Securities and Exchange Commission (the "Commission"), are hereby
incorporated by reference in this Prospectus except as superseded or modified
herein.

All documents filed with the Commission pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") after the date of this Prospectus and prior to the termination of the
offering shall be deemed to be incorporated by reference into this Prospectus
and to be a part hereof from the date of filing of such documents. Any
statement contained in any document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this Prospectus to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as
modified or superseded, to constitute a part of this Prospectus.

The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or oral
request of such person, a copy of any and all of the documents that have been
or may be incorporated by reference herein (other than exhibits to such
documents which are not specifically incorporated by reference into such
documents). Such requests should be directed to the Secretary at the
Company's principal executive offices: 8899 University Center Lane, Suite
400, San Diego, California 92122, telephone number (619) 453-4040.

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THE COMPANY

EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN OR INCORPORATED BY
REFERENCE, THIS PROSPECTUS (AND THE INFORMATION INCORPORATED HEREIN BY
REFERENCE) CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE CERTAIN RISKS AND
UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM
THOSE DISCUSSED HEREIN OR INCORPORATED BY REFERENCE. FACTORS THAT COULD
CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO,
THOSE DISCUSSED IN THE FOLLOWING SECTION, THOSE DISCUSSED ELSEWHERE IN THIS
PROSPECTUS, INCLUDING THE SECTION HEREIN ENTITLED "RISK FACTORS," AND THOSE
DISCUSSED IN ANY OTHER DOCUMENTS INCORPORATED HEREIN BY REFERENCE.

Maxim Pharmaceuticals, Inc. ("Maxim" or the "Company") is developing
novel therapeutics for the treatment of cancer and infectious disease. The
Company's lead drug, the immuno-enhancer MAXAMINE-TM-, is designed to offer a
safer treatment that extends life for seriously ill patients while
maintaining quality of life during treatment. In many patients with cancer
and chronic infectious diseases, the capacity of the patient's immune system
to detect and destroy tumor cells or virally infected cells is compromised.
MAXAMINE THERAPY combines the administration of MAXAMINE, which protects
critical immune cells, with the administration of certain agents, which
stimulate these immune cells (these agents include cytokines and other
biological response modifiers). This combination of actions is designed to
allow MAXAMINE THERAPY to improve the immune system's ability to identify,
disable and destroy malignant or infected cells. The Company believes that
MAXAMINE THERAPY has the potential to: extend life; reduce toxic side
effects of cytokines and other biological response modifiers; maintain the
patient's quality of life during therapy; allow for self-administration at
home; and provide cost-effective therapy.

The Company has initiated three Phase III clinical trials of MAXAMINE
THERAPY for the treatment of cancer. In mid 1997 the Company commenced a
Phase III clinical trial of MAXAMINE THERAPY for advanced malignant melanoma
in the United States. A separate international Phase III advanced malignant
melanoma trial centered in Europe and Australia commenced in late 1997. In
early 1998 the Company initiated a Phase III clinical trial for acute
myelogenous leukemia ("AML") in the United States, Europe and Australia.
Furthermore, the Company has conducted earlier stage clinical trials of
MAXAMINE THERAPY for the treatment of renal cell carcinoma, hepatitis C, and
multiple myeloma, and plans to evaluate the commencement of clinical trials
of MAXAMINE THERAPY for the treatment of additional cancers, such as prostate
adenocarcinoma. All studies of MAXAMINE THERAPY conducted to date have used
MAXAMINE in combination with one or both of the cytokines interleukin-2
("IL-2") and interferon-alpha ("IFN-A"). Both IL-2 and IFN- are cytokines
with the capacity for stimulating certain immune functions.

In the Company's two completed Phase II clinical trials for the
treatment of advanced malignant melanoma, MAXAMINE THERAPY produced improved
patient survival outcomes. Median survival time for patients treated with
MAXAMINE THERAPY in these two studies exceeded 13 and 15 months,
respectively, as compared with reported median survival times of
approximately seven months for existing available treatments. In patients
where the melanoma metastasized to the liver, MAXAMINE THERAPY improved
median survival time to 19 months compared to predicted survival times of
approximately four months or less for these patients.

The Company's Phase II clinical trials for the treatment of AML have
demonstrated an improvement of disease-free remission intervals. As of
September 1998, after 32 months of follow-up, 70% of patients treated with
MAXAMINE THERAPY during their first complete remission ("CR1") remain in
complete remission; less than 20% would be expected to remain in remission
under current treatments. Patients who relapsed and achieved a second or
greater remission ("CR2+") and were subsequently treated with MAXAMINE
THERAPY had a median time to relapse in excess of 21 months as compared with
reported median time to relapse of approximately six months under the current
standard of care. Remission inversion (prolonging the duration of CR2+ to
that equal to or exceeding the patient's prior remission duration) was
achieved in 8 of 11 (73%) patients treated with MAXAMINE THERAPY as compared
with approximately 10% to 20% under the current standard of care.

A Phase I feasibility study in non-responsive hepatitis C patients,
completed in 1998, demonstrated safety and showed the potential for MAXAMINE
to benefit the treatment of this disease in combination with IFN-A. The
Company plans to conduct a Phase II trial in hepatitis C patients.

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Maxim plans to work with numerous collaborators, both pharmaceutical and
clinical, in the oncology and infectious disease communities to extend the
clinical testing and potential use of MAXAMINE to other diseases. In 1998
Maxim entered into an agreement with Amgen Inc. under which Maxim will test
MAXAMINE in combination with Amgen's Infergen-Registered Trademark-,
interferon alfacon-1, in a planned clinical trial. Also in 1998, Maxim
entered into an agreement with Chiron Corporation under which Chiron is
providing the IL-2 requirements and other assistance related to Maxim's Phase
III AML clinical trial. Lastly, the Company has entered into an agreement
with BioNative AB to collaborate on a clinical trial of MAXAMINE in renal
cell carcinoma patients. The Company plans to explore other potential
collaborations. To market MAXAMINE, the Company intends to develop
marketing alliances with corporate partners and may market the drug directly
in certain territories such as the United States.

Maxim is also developing MAXVAX-TM-, a mucosal vaccine carrier/adjuvant
platform. The MAXVAX technology is based on the B subunit of cholera toxin
("CTB"), generally regarded as a safe and effective mucosal vaccine carrier.
The Company expects that its future product development efforts will focus on
mucosal vaccines against sexually transmitted diseases, major respiratory
diseases and gastrointestinal tract diseases. The MAXVAX platform is also
being evaluated for therapeutic vaccines and gene-based vaccines. The
Company intends to seek collaborations with pharmaceutical and
biopharmaceutical partners for the development of mucosal vaccine candidates.

The Company's principal executive offices are located at 8899 University
Center Lane, Suite 400, San Diego, California 92122 and its telephone number
is (619) 453-4040.

5
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RISK FACTORS

AN INVESTMENT IN THE SHARES COVERED BY THIS PROSPECTUS INVOLVES A HIGH
DEGREE OF RISK. PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE
FOLLOWING RISK FACTORS, IN ADDITION TO OTHER INFORMATION CONTAINED IN THIS
PROSPECTUS AND IN ANY OTHER DOCUMENTS INCORPORATED HEREIN BY REFERENCE IN
EVALUATING AN INVESTMENT IN THE SHARES OF COMMON STOCK COVERED BY THIS
PROSPECTUS.

DEVELOPMENT STAGE COMPANY; ACCUMULATED DEFICIT; UNCERTAINTY OF FUTURE
PROFITABILITY. The Company, as a development stage enterprise, has
experienced net losses every year since its inception and, as of June 30,
1998, had a deficit accumulated during the development stage of approximately
$34.5 million. The Company anticipates incurring substantial additional
losses over at least the next several years due to, among other factors, the
need to expend substantial amounts on its ongoing and planned clinical trials
and anticipated research and development activities, and the business
development, marketing and general and administrative expenses associated
with those activities. The Company has not commercially introduced any
product and its products are in varying stages of development and testing.
The Company's ability to attain profitability will depend upon its ability to
develop products that are effective and commercially viable, to obtain
regulatory approval for the manufacture and sale of its products and to
market its products successfully. There can be no assurance that the Company
will ever achieve profitability or that profitability, if achieved, can be
sustained on an ongoing basis.

NO ASSURANCE OF SUCCESSFUL CLINICAL TRIALS AND PRODUCT DEVELOPMENT. All
drug products currently under development by the Company will require
extensive preclinical and clinical testing prior to regulatory approval for
commercial use. To date, the Company has not completed testing for efficacy
or safety in humans on any of its products. Substantial additional research
and development will be necessary in order for the Company to develop
products based on the Company's MAXAMINE and MAXVAX technologies and there
can be no assurance that the Company's research and development efforts will
lead to development of products that are shown to be safe and effective in
clinical trials and are commercially viable. In addition to further research
and development, potential products based on the Company's MAXAMINE and
MAXVAX technologies will require clinical testing, regulatory approval and
substantial additional investment prior to commercialization. There can be
no assurance that any such products will be successfully developed, prove to
be safe and effective in clinical trials, meet applicable regulatory
standards, be capable of being produced in commercial quantities at
acceptable costs, be eligible for third party reimbursement from governmental
or private insurers, be successfully marketed or achieve market acceptance.
Further, the Company's products may prove to have undesirable or unintended
side effects that may prevent or limit their commercial use. The Company may
find, at any stage of this process, that products that appeared promising in
preclinical studies or Phase I and Phase II clinical trials do not
demonstrate efficacy in larger-scale, Phase III clinical trials and do not
receive regulatory approvals. Accordingly, any product development program
undertaken by the Company may be curtailed, redirected or eliminated at any
time. In addition, there may be delays in the Company's testing and
development schedules, and there can be no assurance that the Company will
meet expected testing and development schedules, which could have a material
adverse effect no the Company's business, financial condition and results of
operations.

NO ASSURANCE OF REGULATORY APPROVAL; GOVERNMENT REGULATION. The U.S.
Food and Drug Administration (the "FDA") and comparable agencies in countries
outside the United States impose substantial requirements on the introduction
of therapeutic pharmaceutical products and vaccines through lengthy and
detailed laboratory and clinical testing procedures and other costly and time
consuming procedures. Satisfaction of these requirements typically takes a
number of years and varies substantially based upon the type, complexity and
novelty of the pharmaceutical agent. In general, the FDA approval process
for pharmaceuticals involves the submission of an Investigational New Drug
("IND") application following preclinical studies, clinical trials in humans
to demonstrate the safety and efficacy of the product under the protocols set
forth in the IND and submission of preclinical and clinical data as well as
other information to the FDA in a New Drug Application ("NDA") or Product
License Application ("PLA"). The Company must expend substantial time and
financial resources to conduct clinical trials. The Company's early clinical
trials were conducted overseas, and ongoing and future clinical trials will
be conducted at least in part overseas. There can be no assurance that the
results of such trials will support the submission or the approval of an NDA
or PLA or that data from the Company's overseas trials or

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approvals of the Company's products in foreign countries outside of the
United States, if any, will be accepted by the FDA. Accordingly, there can be
no assurance that FDA or other regulatory approval for any products developed
by the Company will be granted on a timely basis, or at all. There can be no
assurance that the Company will have sufficient resources to complete the
required regulatory review process, or that the Company could overcome the
inability to obtain, or delays in obtaining, such approvals. The failure of
the Company to receive FDA approval for its products under development would
preclude the Company from marketing and selling its products in the United
States. Therefore, failure to receive such FDA approval would have a
material adverse effect on the business, financial condition and results of
operations of the Company. European and other international regulatory
approvals are subject to the same risks and uncertainties as FDA and other
regulatory approvals in the United States.

The production and marketing of the Company's proposed products, as well
as its ongoing research and development activities, are also subject to
regulation by governmental agencies of the United States and other countries.
The effect of government regulation may be to delay marketing of the
Company's products for a considerable period of time, to impose costly
procedures upon the Company's activities and to furnish a competitive
advantage to larger companies that compete with the Company. Any delay in
obtaining, or failure to obtain, FDA or other necessary regulatory approvals,
including approvals by comparable agencies outside the U.S., would adversely
affect the marketing of the Company's products and the ability to generate
product revenue. In addition, the marketing and manufacturing of
pharmaceuticals are subject to continuing FDA (or comparable international
agency) review and surveillance and failure to comply with regulations or
discovery of previously unknown problems can result in FDA (or comparable
international agency) action against the product or the manufacturer,
including fines, recalls, product seizures and suspension or withdrawal of
previously granted regulatory approvals. Furthermore, government regulation
may increase at any time, creating additional costs and delays for the
Company. The extent of potential adverse government regulation which might
arise from future legislation or administrative action cannot be predicted.

UNCERTAINTY REGARDING PATENTS AND PROPRIETARY RIGHTS. The Company's
policy is to file patent applications in the United States, Europe and other
major markets throughout the world. The patent positions of biotechnology
and pharmaceutical companies are highly uncertain and involve complex legal
and factual questions, and the breadth of claims allowed in biotechnology and
pharmaceutical patents cannot be predicted. There can be no assurance that
patents will issue from any of the Company's patent applications. With
respect to already issued patents and any patents which may issue from the
Company's applications, there can be no assurance that claims allowed will be
sufficient to protect the Company's technologies. Patent applications in the
United States are maintained in secrecy until a patent issues, and the
Company cannot be certain that others have not filed patent applications for
technology covered by the Company's pending applications or that the Company
was the first to file patent applications for such technology. Competitors
may have filed applications for, or may have received patents and may obtain
additional patents and proprietary rights relating to, compounds or processes
that block or compete without infringing on those of the Company. In
addition, there can be no assurance that any patents issued to the Company or
to licensors from whom the Company has licensed rights to its technologies
will not be challenged, invalidated or circumvented or that the rights
granted thereunder will provide proprietary protection or commercial
advantage to the Company.

Other public and private concerns, including universities, may have
filed applications for or have been issued patents with respect to technology
potentially useful or necessary to the Company. The scope and validity of
such patents, the extent to which the Company may wish or need to acquire
licenses under such patents, and the cost or availability of such licenses,
are currently unknown.

In addition to patents and proprietary rights, the Company relies on
unpatented trade secrets and proprietary know-how, and there can be no
assurance that others will not obtain access to or independently develop such
trade secrets and know-how. Although potential corporate partners and the
Company's research partners and consultants are not given access to trade
secrets and proprietary know-how of the Company they have executed
confidentiality agreements, these agreements may be breached by the other
party thereto or may otherwise be of limited effectiveness or enforceability.

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The pharmaceutical industry has experienced extensive litigation
regarding patent and other intellectual property rights. Accordingly, the
Company could incur substantial costs in defending itself in suits that may
be brought against the Company claiming infringement of the patent rights of
others or in asserting the Company's patent rights in a suit against another
party. The Company may also be required to participate in interference
proceedings declared by the United States Patent and Trademark Office for the
purpose of determining the priority of inventions in connection with the
patent applications of the Company or other parties. Adverse determinations
in litigation or interference proceedings could require the Company to seek
licenses (which may not be available on commercially reasonable terms) or
subject the Company to significant liabilities to third parties, and could
therefore have a material adverse effect on the Company.

In 1994 the Company entered into an agreement under which, among other
things, the Company received exclusive, worldwide rights to certain
technologies related to the MAXVAX technology. In January 1998, the Company
filed a complaint in the United States District Court for the Southern
District of California, relating to the licensors' performance under the
agreement. The U.S. complaint alleged certain causes of action against the
licensors (including, among other things, that the licensors made
misstatements to third parties regarding the scope of Maxim's licensed
rights) and sought compensatory and punitive damages and declaratory relief.
The complaint also sought specific performance of the licensors' obligations
under the agreement (including full disclosure of relevant manufacturing
information). In March 1998, the Company filed a Request for Arbitration
with the Western Sweden Chamber of Commerce alleging causes of action identical
to those presented by the U.S. complaint. In June 1998, the U.S. action was
stayed pending resolution of the Swedish arbitration. A final arbitration
hearing is expected to occur in February 1999. The Company cannot determine
what impact, if any, an unfavorable resolution of the existing concerns would
have on the commercial value of the MAXVAX technology.

NEED FOR ADDITIONAL FUNDS; UNCERTAINTY OF ADDITIONAL FUNDING. The
Company's operations to date have consumed substantial amounts of cash.
Negative cash flow from the Company's operations is expected to continue and
to accelerate over at least the next several years. The Company's capital
requirements will depend on numerous factors, including: the progress of
preclinical testing and clinical trials; the progress of the Company's
research and development programs; the time and costs required to obtain
regulatory approvals; the resources devoted to manufacturing methods and
advanced technologies; the timing and amount, if any, of funding obtained
through corporate collaborations; the cost of filing, prosecuting and, if
necessary, enforcing patent claims; the cost of commercialization activities
and arrangements; and the demand for the Company's products if and when
approved. The Company may have to raise substantial additional funds to
complete development of any product or bring products to market. Issuance of
additional equity securities by the Company, for these or other purposes,
could result in dilution to then existing stockholders. There can be no
assurance that additional financing will be available on acceptable terms, if
at all. If adequate funds are not available on acceptable terms, the Company
may be required to delay, scale back or eliminate one or more of its product
development programs or obtain funds through arrangements with collaborative
partners or others that may require the Company to relinquish rights to
certain of its technologies or products that the Company would not otherwise
relinquish, which may have a material adverse effect on the Company's
business, financial condition and results of operations.

DEPENDENCE ON QUALIFIED PERSONNEL. The Company's future performance
depends in part upon the continued contributions of its senior management and
on the ability to attract and retain qualified management and scientific
personnel. Competition for such personnel is intense, and there can be no
assurance that the Company will be able to continue to attract, assimilate or
retain highly qualified technical and management personnel. The loss of key
personnel or the failure to recruit additional personnel or to develop needed
expertise could have a material adverse effect on the Company's business,
financial condition and results of operations.

DEPENDENCE ON COLLABORATIVE PARTNERS. The Company's strategy for the
research, development, clinical testing, manufacturing and commercialization
of certain of its products requires arrangements with corporate and
university collaborators, licensors, marketing partners, licensees,
consultants and others, and is dependent upon the subsequent success of these
outside parties in performing their responsibilities. Although the Company
believes parties to any such existing or future arrangements will or would
have an economic motivation to perform their contractual responsibilities,
the amount and timing of resources to be devoted to these activities may not
be within the control of the Company. In addition, there can be no assurance
that collaborators will not pursue alternative technologies as a means for
developing treatments for the diseases targeted by these collaborative
programs.
8
<PAGE>

Furthermore, there can be no assurance that the Company will be able to
negotiate acceptable collaborative arrangements, or that its collaborative
arrangements will be successful.

NO MARKETING AND SALES CAPABILITIES; ANTICIPATED DEPENDENCE UPON
MARKETING ALLIANCES. The Company has not developed pharmaceutical marketing
or sales capabilities. In order to market and sell certain products, the
Company will need to develop a sales force and a marketing group with
technical expertise, or make appropriate arrangements with strategic
partners. There can be no assurance that the Company will be able to gain
such expertise or that such efforts will be successful. The Company's
strategy for development, commercialization and marketing of MAXAMINE and
MAXVAX is expected to involve, where appropriate, the establishment of
marketing and other collaborative relationships with pharmaceutical industry
partners. There can be no assurance that any such relationships can be
consummated on terms favorable to the Company or that marketing efforts
undertaken by such partners will be successful.

NO ASSURANCE OF MARKET ACCEPTANCE. There can be no assurance that, if
approved for marketing, MAXAMINE or any of the Company's other products in
development will achieve market acceptance. The degree of market acceptance
will depend upon a number of factors, including the scope of regulatory
approvals, the establishment and demonstration in the medical community of
the clinical efficacy and safety of the Company's products and therapies and
their potential advantages over existing treatment methods, and reimbursement
policies of government and third-party payors. There can be no assurance
that physicians, patients, payors or the medical community in general will
accept and utilize any products that may be developed by the Company.

NO MANUFACTURING CAPABILITIES. The Company has not invested in the
development of internal pharmaceutical manufacturing capabilities. The
Company's strategy has been, and is expected to continue to be for the
foreseeable future, to contract with established pharmaceutical manufacturers
for the production of MAXAMINE. If the Company is unable to contract for
manufacturing capabilities on acceptable terms, the Company's ability to
conduct clinical testing and to produce commercial quantities of product will
be adversely affected, resulting in delays in submissions for regulatory
approval and in commercial product launches, which in turn could materially
impair the Company's competitive position and the possibility of achieving
profitability. There can be no assurance that the Company will be able to
maintain its existing, or acquire or establish new, satisfactory third-party
relationships to provide manufacturing resources.

COMPETITION. There are many companies, both publicly and privately
held, including well-known pharmaceutical companies, as well as academic and
other research institutions, engaged in developing pharmaceutical and
biologically-derived products for the treatment of cancer and vaccines and
therapeutics for the prevention or the treatment of infectious diseases.
Many of the Company's competitors and potential competitors have
substantially greater capital, research and development capabilities and
human resources than the Company and represent significant competition for
the Company. Many of these competitors have significantly greater experience
than the Company in undertaking preclinical testing and clinical trials of
new pharmaceutical products and obtaining FDA and other regulatory approvals.
If the Company is permitted to commence commercial sales of any product, it
will also be competing with companies that have greater resources and
experience in the manufacturing, marketing and sales of pharmaceutical
products. The Company's competitors may succeed in developing products that
are more effective, less costly, or have a better side effect profile than
any that may be developed by the Company, and such competitors may also prove
to be more successful than the Company in manufacturing, marketing and sales.

TECHNOLOGICAL CHANGES AND UNCERTAINTY. The Company is engaged in the
pharmaceutical field, which is characterized by extensive research efforts
and rapid technological progress. New developments in oncology, cancer
therapy, medicinal pharmacology, biochemistry and other fields are expected
to continue at a rapid pace in both industry and academia. There can be no
assurance that research and discoveries by others will not render some or all
of the Company's proposed programs or products noncompetitive or obsolete.
The Company's business strategy is subject to the risks inherent in the
development of new products using new technologies and approaches. There can
be no assurance that unforeseen problems will not develop with these
technologies or applications, that the Company will be able to address
successfully technological challenges it encounters in its research and
development programs or that commercially feasible products will ultimately
be developed by the Company.

9
<PAGE>

ABSENCE OF DIVIDENDS. The Company has never declared or paid dividends
on its Common Stock and does not anticipate paying any dividends in the
foreseeable future. In addition, the Company has entered into a Loan and
Security Agreement with Silicon Valley Bank that restricts the payment of
dividends by the Company.

PRODUCT LIABILITY EXPOSURE AND INSURANCE. The Company's business
exposes it to potential product liability risks that are inherent in the
clinical testing, manufacturing and marketing of human therapeutic products.
The Company currently maintains liability insurance coverage for its clinical
trials, and intends to expand its insurance coverage to include the sales of
commercial products if marketing approval is obtained for MAXAMINE or other
products in development. There can be no assurance that such coverage is or
in the future will be adequate or that adequate insurance will be available
in the future at an acceptable cost, if at all. In addition, there can be no
assurance that a product liability claim, even if the Company has insurance
coverage, would not materially adversely affect the business or financial
condition of the Company.

POTENTIAL ADVERSE EFFECT OF SHARES ELIGIBLE FOR FUTURE SALE; PRICE
VOLATILITY OF THE COMMON STOCK. Sales of substantial amounts of the Common
Stock of the Company in the public market could adversely affect prevailing
market prices for the Common Stock and the ability of the Company to raise
equity capital in the future. The Company's Common Stock currently trades on
the AMEX and on the SSE. Historically, the Common Stock has generally
experienced relatively low daily trading volumes in relation to the aggregate
number of shares outstanding. The price and liquidity of the Common Stock
may be significantly affected by trading activity and market factors related
to the AMEX and SSE, which factors and the effects thereof may differ between
these markets. In addition, the securities markets have from time to time
experienced significant price and volume fluctuations that may be unrelated
to the operating performance of particular companies. In addition, the
market prices of the common stock of many publicly traded pharmaceutical or
biotechnology companies have in the past been, and can in the future be
expected to be, especially volatile. Low trading volumes, announcements of
technological innovations or new products by the Company or its competitors,
developments or disputes concerning patents or proprietary rights, publicity
regarding actual or potential medical results relating to products under
development by the Company or its competitors, regulatory developments in
both the United States and countries outside of the United States, delays in
the Company's testing and development schedules, events or announcements
relating to the Company's collaborative relationships with others, public
concern as to the safety of biopharmaceutical or biotechnology products and
economic and other external factors, as well as period-to-period fluctuations
in the Company's financial results, may have a significant impact on the
market price or liquidity of the Common Stock.

10
<PAGE>

SELLING STOCKHOLDERS

The following table sets forth the names of each of the Selling
Stockholders, the number of shares of Common Stock beneficially owned by such
Selling Stockholders as of September 28, 1998 and the number of shares of
Common Stock which may be offered by each of them pursuant to this
Prospectus. This information is based upon information provided by each
respective Selling Stockholder. Because the Selling Stockholders may offer
all, some or none of their respective Shares, no definitive estimate can be
provided as to the number of shares or percentage of outstanding Common Stock
that will be held by the Selling Stockholders after such offering.

Each Selling Stockholder represented in the respective agreement under
which he, she or it acquired the Shares (the "Purchase Agreements") that he,
she or it was acquiring the Shares for investment and not with a view to, or
for a sale in connection with, any distributions within the meaning of the
Securities Act. The Purchasers may require the Company, under certain
circumstances, to register the Shares. Accordingly, the Company has filed
with the Commission a Registration Statement on Form S-3, of which this
Prospectus forms a part, with respect to, among other things, the resale of
the Shares from time to time on the AMEX, in privately negotiated
transactions or a combination of such methods of sale, at fixed prices that
may be changed, at prevailing market prices at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The
Company has agreed to prepare and file such amendments and supplements to the
Registration Statement as may be necessary to keep the Registration Statement
effective until the earlier to occur of (i) all Shares offered hereby have
been sold pursuant thereto or (ii) the Shares could be immediately sold under
Rule 144 under the Securities Act or any other rule of similar effect.

SHARES BENEFICIALLY OWNED SHARES BENEFICIALLY
BEFORE OFFERING (1) NUMBER OF OWNED AFTER
--------------------------- SHARES --------------------
SELLING STOCKHOLDER NUMBER PERCENT(2) BEING OFFERED NUMBER PERCENT (2)
- ------------------------------ --------- ---------- ------------- ------- -----------
<S> <C> <C> <C> <C> <C>
Clearwater Fund IV, LLC 829,000 8.4% 791,424 57,706 *

Clearwater Offshore Fund, Ltd. 173,183 1.8% 147,059 26,124 *

</TABLE>
____________________

* Less than 1%.

(1) To the Company's knowledge, the persons named in the table have sole voting
and investment power with respect to all shares of the Common Stock shown
as beneficially owned by them, subject to community property laws where
applicable and the information contained in the footnotes to this table.

(2) Percentage ownership is based on 9,885,576 shares of Common Stock
outstanding as of September 28, 1998.

(3) Assumes the sale of all Shares offered hereby, should each respective
Selling Stockholder elect to do so.

11
<PAGE>

PLAN OF DISTRIBUTION

The Selling Stockholders will act independently of the Company in making
decisions with respect to the timing, manner and size of each sale of the
Shares. The Company has been advised that the Selling Stockholders may sell
the Shares from time to time in transactions on the AMEX, in privately
negotiated transactions or a combination of such methods of sale, at fixed
prices that may be changed, at prevailing market prices at the time of sale,
at prices related to such prevailing market prices or at negotiated prices.
The Selling Stockholders may effect such transactions by selling the Shares
to or through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions from the
Selling Stockholders or the purchasers of the Shares for whom such
broker-dealers may act as agent or to whom they sell as principal or both
(which compensation to a particular broker-dealer might be in excess of
customary commissions). The Selling Stockholders and any broker-dealers who
act in connection with the sale of the Shares hereunder may be deemed to be
"underwriters" as that term is defined in the Securities Act, and any
discount, commission or concession received by such persons and any profit on
any resale of the Shares as principal might be deemed to be an underwriting
discounts or commissions under the Securities Act.

In order to comply with the securities laws of certain states, if
applicable, the Common Stock will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states,
the Common Stock may not be sold unless such shares have been registered or
qualified for sale in the applicable state or an exemption from the
registration or qualification requirement is available and is complied with.

All costs associated with the registration of the Shares being offered
hereunder will be paid by the Company. The Company has agreed to indemnify
the Selling Stockholders against certain liabilities, including liabilities
under the Securities Act.

There can be no assurance that the Selling Stockholders will sell all or
any of the shares of Common Stock offered hereunder.

LEGAL MATTERS

The validity of the issuance of the Common Stock offered hereby will be
passed upon for the Company by Cooley Godward LLP, San Diego, California.

EXPERTS

The financial statements of Maxim Pharmaceuticals, Inc. as of September
30, 1996 and 1997 and for each of the years in the three-year period ended
September 30, 1997 and for the period from inception (October 29, 1989)
through September 30, 1997, have been incorporated by reference herein and in
the Registration Statement in reliance upon the report of KPMG Peat Marwick
LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.

12
<PAGE>

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the fees and expenses payable by the Company
in connection with the sale of the shares of Common Stock being registered.
All amounts shown are estimates except for the SEC registration fee.

<TABLE>

<S> <C>
SEC Registration Fee $ 4,153
Legal Fees and expenses $ 5,000
Blue sky qualification fees and expenses $ 1,000
Accounting fees and expenses $ 3,000
Printing and engraving $ 500
Miscellaneous $ 1,347
-------
Total $15,000
-------
-------
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company's Bylaws provide that the Company will indemnify its
directors and executive officers and may indemnify its other officers,
employees and other agents to the fullest extent permitted by Delaware law.
The Company is also empowered under its Bylaws to enter into indemnification
contracts with its directors and officers and to purchase insurance on behalf
of any person whom it is required or permitted to indemnify. Pursuant to this
provision, the Company has entered into indemnity agreements with each of its
directors and officers and currently maintains directors and officers
insurance coverage.

In addition, the Company's Certificate of Incorporation provides that to
the fullest extent permitted by Delaware law, the Company's directors will
not be liable for monetary damages for breach of the directors' fiduciary
duty of care to the Company and its stockholders. This provision in the
Certificate of Incorporation does not eliminate the duty of care, and in
appropriate circumstances equitable remedies such as an injunction or other
forms of non-monetary relief would remain available under Delaware law. Each
director will continue to be subject to liability for breach of the
director's duty of loyalty to the Company or its stockholders, for acts or
omissions not in good faith or involving intentional misconduct or knowing
violations of law, for any transaction from which the director derived an
improper personal benefit, and for unlawful payments of dividends or unlawful
stock purchase or redemption. This provision also does not affect a
director's responsibilities under any other laws, such as the federal
securities laws or state or federal environmental laws.

ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ ----------
<S> <C>
3.1 Amended and Restated Certificate of Incorporation of Registrant. (1)

3.2 Bylaws of Registrant. (1)

4.1 Reference is made to Exhibits 3.1 and 3.2.

4.2 Form of Common Stock Certificate. (1)

5.1 Opinion of Cooley Godward LLP.

10.1 Form of Indemnification Agreement for directors and officers of the
Registrant. (1)

10.2 Form of Representative's Warrant Agreement between the Company and
National Securities Corporation, as representative of the several
Underwriters (the "Representative"), including form of
Representative's Warrant Certificate. (1)

10.3 Form of Warrant Agreement between the Company, the Representative
and American Stock

II-1
<PAGE>

Transfer & Trust Company, including form of Warrant
Certificate. (1)

10.4 Option to Buy Technology and Rights Agreement, dated March 30, 1993,
between the Registrant and Estero Anstalt. (1)(2)

10.5 Security Agreement, dated July 27,1993, between the Registrant and
Estero Anstalt. (1)(2)

10.6 Exclusive License Agreement, dated June 14, 1995, among the
Registrant, Jan Holmgren, M.D., Ph.D., Cecil Czerkinsky, Duotol AB
and Triotol Ltd. (1)(2)

10.7 Option and License Agreement, dated May 19, 1993, among the
Registrant, Vitec AB and SBL Vaccin AB, as amended. (1)(2)

10.8 License Agreement dated January 14, 1994, among the Registrant,
Vitec AB and SBL Vaccin, AB, as amended. (1)(2)

10.9 Agreement, dated December 2, 1995, among the Registrant, Syntello
Vaccine Development AB and Estero Anstalt. (1)(2)

10.10 Agreement, dated April 23, 1996, among the Registrant, Anders
Vahlne, M.D., Ph.D. and Syntello Vaccine Development
AB. (1)(2)

10.11 Letter Agreement, dated February 15, 1996, between the Registrant
and Burrill & Craves, Inc.(1)

10.12 Lease dated November 1, 1996 between DM Spectrum LLC, a California
limited liability company, as Landlord and the Registrant
for 3099 Science Park Road, Suite 150, San Diego, California
92121. (3)

10.13 Stock Purchase Agreement, dated as of July 5, 1996, by and between
Dr. Anders Vahlne and the Registrant. (1)

10.14 Amended and Restated 1993 Long-Term Incentive Plan and forms of stock
option agreements. (4)

10.15 Employment Agreement dated October 1, 1997 between the Registrant and
Kurt R. Gehlsen. (5)

10.16 Employment Agreement dated October 1, 1997 between the Registrant and
Dale A. Sander. (5)

10.17 Employment Agreement dated November 5, 1997 between the Registrant
and Larry G. Stambaugh. (5)

10.18 Loan and Security Agreement between the Registrant and Silicon
Valley Bank. (6)

10.19 Financial Advisory Services Agreement between the Registrant and
Rodman & Renshaw, Inc. dated September 17, 1997.(7)

10.20 Lease dated January 13, 1998 between British Pacific Properties
Corporation, a California Corporation, as Landlord, and the
Registrant. (8)

10.21 Amendment to Loan and Security Agreement dated March 16, 1998
between the Registrant and Silicon Valley Bank. (9)

10.22 Lease dated July 2, 1998 between British Pacific Properties, a
California Corporation, as Landlord, and the Registrant. (10)

23.1 Consent of KPMG Peat Marwick LLP, Independent Auditors.

23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.

24.1 Power of Attorney. Reference is made to page II-4.

</TABLE>

____________

(1) Previously filed with Registrant's Registration Statement on Form SB-2
(File No. 333-4854-LA) and incorporated herein by reference.

(2) Certain confidential portions deleted pursuant to Order Granting
Application Under the Securities Act of 1933 and Rule 406 thereunder
respecting confidential treatment.

(3) Previously filed with Registrant's Annual Report on Form 10-K (File
No. 1-4430) for the fiscal year ended September 30, 1996 and incorporated
herein by reference.

(4) Previously filed with Registrant's Quarterly Report on Form 10-Q (File No.
1-4430) for the quarterly period

II-2
<PAGE>

ended December 31, 1996 and incorporated herein by reference.

(5) Previously filed with Registrant's Annual Report on Form 10-K (File No.
1-4430) for the fiscal year ended September 30, 1997 and incorporated
herein by reference.

(6) Previously filed with Registrant's Quarterly Report on Form 10-Q (File
No. 1-4430) for the quarterly period ended March 31, 1997 and
incorporated herein by reference.

(7) Previously filed with Registrant's Registration Statement on Form S-1
(File No. 333-35895), as amended through the date hereof, and
incorporated herein by reference.

(8) Previously filed with Registrant's Quarterly Report on Form 10-Q (File
No. 1-4430) for the quarterly period ended December 31, 1997 and
incorporated herein by reference.

(9) Previously filed with Registrant's Quarterly Report on Form 10-Q (File
No. 1-4430) for the quarterly period ended March 31, 1998 and
incorporated herein by reference.

(10) Previously filed with Registrant's Quarterly Report on Form 10-Q (File
No. 1-4430) for the quarterly period ended June 30, 1998 and
incorporated herein by reference.

ITEM 17. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;

PROVIDED, HOWEVER, that subparagraphs (i) and (ii) shall not apply if the
information required to be included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the Registration Statement.

(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of Prospectus shall
be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of this offering.

Insofar as indemnification by the Registrant for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions referenced in Item 15 of
this Registration Statement or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act,
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered hereunder, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.

II-3
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Diego, State of California, on the 30th day
of September, 1998.

MAXIM PHARMACEUTICALS, INC.

By: /s/ DALE A. SANDER
----------------------------------------
Dale A. Sander
Vice President, Finance
Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Larry G. Stambaugh as his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for the undersigned and in his name, place and stead, in any
and all capacities, to sign any or all amendments (including post-effective
amendments) to the Registration Statement and to file the same, with exhibits
thereto and all documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent, full
power and authority to perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and conforming
all that such attorney-in-fact and agent, or his substitute or substitutes
may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated.

/s/ LARRY G. STAMBAUGH
- ------------------------ Chairman of the Board, September 30, 1998
Larry G. Stambaugh President and Chief Executive Officer
(PRINCIPAL EXECUTIVE OFFICER)

/s/ DALE A. SANDER
- ------------------------ Vice President, Finance, September 30, 1998
Dale A. Sander Chief Financial Officer and Secretary
(PRINCIPAL FINANCIAL
AND ACCOUNTING OFFICER)

/s/ COLIN B. BIER, PH.D.
- ------------------------ Director September 30, 1998
Colin B. Bier, Ph.D.

/s/ PER-OLOF MARTENSSON
- ------------------------ Director September 30, 1998
Per-Olof Martensson

/s/ F. DUWAINE TOWNSEN
- ------------------------ Director September 30, 1998
F. Duwaine Townsen

</TABLE>
II-4
<PAGE>

EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
3.1 Amended and Restated Certificate of Incorporation of Registrant. (1)

3.2 Bylaws of Registrant. (1)

4.1 Reference is made to Exhibits 3.1 and 3.2.

4.2 Form of Common Stock Certificate. (1)

5.1 Opinion of Cooley Godward LLP.

10.1 Form of Indemnification Agreement for directors and officers of the
Registrant. (1)

10.2 Form of Representative's Warrant Agreement between the Company and
National Securities Corporation, as representative of the
several Underwriters (the "Representative"), including form of
Representative's Warrant Certificate. (1)

10.3 Form of Warrant Agreement between the Company, the Representative
and American Stock Transfer & Trust Company, including form of
Warrant Certificate. (1)

10.4 Option to Buy Technology and Rights Agreement, dated March 30,
1993, between the Registrant and Estero Anstalt. (1)(2)

10.5 Security Agreement, dated July 27,1993, between the Registrant and
Estero Anstalt. (1)(2)

10.6 Exclusive License Agreement, dated June 14, 1995, among the
Registrant, Jan Holmgren, M.D., Ph.D., Cecil Czerkinsky, Duotol
AB and Triotol Ltd. (1)(2)

10.7 Option and License Agreement, dated May 19, 1993, among the
Registrant, Vitec AB and SBL Vaccin AB, as amended. (1)(2)

10.8 License Agreement dated January 14, 1994, among the Registrant,
Vitec AB and SBL Vaccin, AB, as amended. (1)(2)

10.9 Agreement, dated December 2, 1995, among the Registrant, Syntello
Vaccine Development AB and Estero Anstalt. (1)(2)

10.10 Agreement, dated April 23, 1996, among the Registrant, Anders
Vahlne, M.D., Ph.D. and Syntello Vaccine Development AB. (1)(2)

10.11 Letter Agreement, dated February 15, 1996, between the Registrant
and Burrill & Craves, Inc.(1)

10.12 Lease dated November 1, 1996 between DM Spectrum LLC, a California
limited liability company, as Landlord and the Registrant for
3099 Science Park Road, Suite 150, San Diego, California 92121.
(3)

10.13 Stock Purchase Agreement, dated as of July 5, 1996, by and between
Dr. Anders Vahlne and the Registrant. (1)

10.14 Amended and Restated 1993 Long-Term Incentive Plan and forms of
stock option agreements. (4)

10.15 Employment Agreement dated October 1, 1997 between the Registrant
and Kurt R. Gehlsen. (5)

10.16 Employment Agreement dated October 1, 1997 between the Registrant
and Dale A. Sander. (5)