<PAGE>
PRO FORMA COMBINED STATEMENT OF OPERATIONS (UNAUDITED) Exhibit 2.4
MAXIM PHARMACEUTICALS, INC. AND SUBSIDIARY (A DEVELOPMENT STAGE COMPANY)
<TABLE>
<CAPTION>
NINE MONTHS ENDED JUNE 30, 2000
-------------------------------
MAXIM
PHARMACEUTICALS, CYTOVIA,
INC. INC. ADJUSTMENTS PRO FORMA
---- ---- ----------- ---------
<S> <C> <C> <C> <C>
Research and collaboration revenue $ 427,750 $ - $ 427,750
Operating expenses:
Research and development 27,530,084 6,516,368 34,046,452
Marketing and business
development 2,420,008 2,420,008
General and administrative 3,080,365 2,681,891 5,762,256
Amortization of goodwill and intangible assets - - 1,914,608(2) 1,914,608
------------ ------------ ------------ ------------
Total operating expenses 33,030,457 9,198,259 1,914,608 44,143,324
Other income (expense):
Investment income 4,852,049 4,852,049
Gain on sale of assets 2,146,502 2,146,502
Interest expense (51,503) (9,144) (60,647)
Other income 10,263 10,263
------------ ------------ ------------ ------------
Total other income (expense) 6,957,311 (9,144) - 6,948,167
------------ ------------ ------------ ------------
Net loss before preferred stock dividends (25,645,396) (9,207,403) (1,914,608) (36,767,407)
============ ============ ============ ============
Dividends on preferred stock 5,012,839 - 5,012,839
------------ ------------ ------------ ------------
Net loss applicable to common stock $(30,658,235) $ (9,207,403) $ (1,914,608) $(41,780,246)
============ ============ ============ ============
Basic and diluted net loss per share of
common stock $ (1.87) $ (2.34)
============ ============ ============
Shares used in per share calculation 16,383,642 1,449,533 17,833,175
============ ============ ============
</TABLE>
SEE ACCOMPANYING NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS.
<PAGE>
PRO FORMA COMBINED STATEMENT OF OPERATIONS (UNAUDITED)
MAXIM PHARMACEUTICALS, INC. AND SUBSIDIARY (A DEVELOPMENT STAGE COMPANY)
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30, 1999
-----------------------------
MAXIM
PHARMACEUTICALS, CYTOVIA,
INC. INC. ADJUSTMENTS PRO FORMA
---- ---- ----------- ---------
<S> <C> <C> <C> <C>
Research and collaboration revenue $ 1,077,800 $ - $ 1,077,800
Operating expenses:
Research and development 36,637,714 4,490,978 41,128,692
Marketing and business
development 1,682,664 1,682,664
General and administrative 2,880,647 1,940,337 4,820,984
Amortization of goodwill and intangible assets - - 2,552,810(2) 2,552,810
-------------- ------------- ------------- ------------
Total operating expenses 41,201,025 6,431,315 2,552,810 50,185,150
Other income (expense):
Investment income 1,023,013 396,595 1,419,608
Interest expense (146,056) (153,138) (299,194)
Other income 19,918 2 19,920
-------------- ------------- ------------- ------------
Total other income (expense) 896,875 243,459 - 1,140,334
-------------- ------------- ------------- ------------
Net loss before preferred stock dividends (39,226,350) (6,187,856) (2,552,810) (47,967,016)
============== ============= ============= ============
Dividends on preferred stock 482,844 - 482,844
-------------- ------------- ------------- ------------
Net loss applicable to common stock $ (39,709,194) $ (6,187,856) $ (2,552,810) $(48,449,860)
============== ============= ============= ============
Basic and diluted net loss per share of
common stock ($3.94) ($4.17)
============== ============= ============
Shares used in per share calculation 10,078,765 1,533,486 11,612,251
============== ============= ============
</TABLE>
SEE ACCOMPANYING NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS.
<PAGE>
NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS (UNAUDITED)
MAXIM PHARMACEUTICALS, INC. AND SUBSIDIARY (A DEVELOPMENT STAGE COMPANY)
1. BASIS OF PRESENTATION
On June 16, 2000 the Company acquired all of the outstanding capital stock of
Cytovia, Inc. ("Cytovia"), a privately held biopharmaceutical research
company focused on the discovery and development of caspase inhibitors and
activators, novel drugs that modulate programmed cell death. The transaction
was accounted for as a purchase. The total purchase price was approximately
$77.6 million, representing the value of the 1,533,486 shares of stock of the
Company issued to effect the purchase, the value of the vested and unvested
options and warrants assumed at the closing date and estimated transaction
costs. The preliminary allocation of the purchase price to intangible assets,
based on the estimated fair values of the acquired assets and assumed
liabilities and an independent appraisal of intangible assets, consists of
the following:
Goodwill.............................................. $36,045,155
Assembled workforce................................... 749,000
In-process technology................................. 42,300,000
-----------
Total allocated to intangibles..................... $79,094,155
===========
The Company expects to finalize the purchase price allocation within one year
and does not anticipate material adjustments to the preliminary purchase price
allocation. Amounts allocated to goodwill and assembled workforce are amortized
on a straight-line basis over their estimated useful lives of 15 years and 5
years, respectively.
Purchased in-process technology was expensed upon acquisition because
technological feasibility had not been established and no further alternative
uses existed. The value of in-process technology was calculated by identifying
research projects in areas for which technological feasibility had not been
established, estimating the costs to develop the purchased in-process technology
into commercially viable products, estimating the resulting net cash flows from
such products, discounting the net cash flows to present value, and applying the
reduced percentage completion of the projects thereto. The discount rate used in
the analysis was 40% and was based on the risk profile of the acquired assets.
All purchased research and development projects related to Cytovia's family of
drug candidate compounds that serve as inhibitors and activators of caspases,
key enzymes that modulate and carry out the cellular signaling pathways involved
in programmed cell death, also known as apoptosis. The purchased research and
development projects relate to the use of these compounds to induce apoptosis as
a method of treating certain cancers, or to prevent apoptosis as a method of
treating certain degenerative diseases such as myocardial infarction or the side
effects of chemotherapy and radiation therapy in cancer patients. Key
assumptions used in the analysis of the chemotherapeutic agent included gross
margins averaging approximately 80%. As of the date of the acquisition, the
projects were expected to be completed and commercially available in the U.S.
between 2004 to 2007 depending upon the specific disease target, with an
estimated net cost to complete totaling approximately $150 million.
The major risk associated with the timely completion and commercialization of
these products is the ability to confirm the safety and efficacy of the
technology based on the data of long-term clinical trials. If these projects are
not successfully developed, the future value of the technologies may be
adversely affected. Additionally, the value of the other intangible assets
acquired may become impaired.
The Company believes that the assumptions used to value the acquired intangibles
were reasonable at the time of the acquisition. No assurance can be given,
however, that the underlying assumptions used to estimate expected project
revenues, development costs or profitability, or the events associated with such
projects, will transpire as estimated. For these reasons, among others, actual
results may vary from the projected results.
<PAGE>
2. PRO FORMA ADJUSTMENTS
Pro forma balances reflect amortization of assembled workforce and goodwill over
their estimated useful lives of 5 years and 15 years, respectively, as if the
acquisition had occurred as of the beginning of the periods presented. The $42.3
million allocated to in-process technology was expensed in the third quarter of
fiscal 2000 and has not been included in the unaudited pro forma consolidated
statements of operations as it is a nonrecurring expense.
