<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 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 TRANSITION PERIOD FROM _____ TO _____
COMMISSION FILE NUMBER 000-21281
CN BIOSCIENCES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-0509785
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10394 PACIFIC CENTER COURT, SAN DIEGO, CA 92121
----------------------------------------- --------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: (619) 450-5500
--------------
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes (X) No ( )
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of 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 aggregate market value of the voting common equity held by non-affiliates of
the registrant on February 10, 1998 was approximately $81 million.
As of February 10, 1998 the Registrant had 5,652,911 shares of Common Stock
outstanding.
<PAGE> 2
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)
1. Financial Statements:
Consolidated Balance Sheets as of December 31, 1996 and 1997
Consolidated Statements of Operations for each of the three years in the
period ended December 31, 1997
Consolidated Statements of Stockholders' Equity (Deficit) for each of
the three years in the period ended December 31, 1997
Consolidated Statements of Cash Flows for each of the three years in the
period ended December 31, 1997
Notes to Consolidated Financial Statements
Report of Independent Auditors
2. Schedules:
Schedule II - Valuation and Qualifying Accounts
All other schedules have been omitted because they are not required.
3. Exhibits:
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C>
2(a)* Asset Purchase Agreement, dated as of June 26, 1995, by and among Oncogene
Science, Inc., Calbiochem-Novabiochem Corporation and Calbiochem-Novabiochem
International Inc.
2(b)++ Stock Purchase Agreement, dated as of November 25, 1997, by and among CN
Biosciences, Inc., as Buyer, David W. Dubbell, Dennis Almond, Corrine Fetherston,
Lisa Johnson, Robert Mierendorf, Warren Kroeker, Barbara Morris, Robert Novy and
Tom Van Oosbree, as Sellers, and Pel-Freez, Inc.
3(a)** Amended and Restated Certificate of Incorporation of the Registrant.
3(b)** Amended and Restated By-Laws of the Registrant.
4* Specimen of Registrant's Common Stock certificate.
10(a)* Agreement, dated as of March 1996, by and between Calbiochem-Novabiochem
International, Inc. and Amersham International plc.
10(b)* Agreement, dated as of August 29, 1996, by and among CN Biosciences, Inc.,
Warburg, Pincus Investors, L.P., ABS MB (C-N) Limited Partnership, Stelios B.
Papadopoulos, John T. Snow and Ben Matzilevich.
10(c)(i)* Commercial Lease, dated as of February 1, 1992, between LMP Properties, Ltd.
and Calbiochem Corporation.
10(c)(ii)* First Amendment, dated as of April 1, 1992, to Commercial Lease, dated as of
February 1, 1992, between LMP Properties, Ltd. and Calbiochem Corporation.
10(c)(iii)* Second Amendment, dated as of September 14, 1992, to Commercial Lease, dated as
of February 1, 1992, between LMP Properties, Ltd. and Calbiochem Corporation.
10(c)(iv)* Third Amendment, dated as of March 30, 1993, to Commercial Lease, dated as of
February 1, 1992, between LMP Properties, Ltd. and Calbiochem Corporation.
10(d)* Sublease Agreement, dated as of August 2, 1995, by and between Oncogene
Science, Inc. and Calbiochem-Novabiochem Corporation.
10(e)* Sublease Agreement, dated as of July 1996, by and between
Calbiochem-Novabiochem Corporation and DataWorks Corporation.
10(f)(i)* Registration Rights Agreement, dated as of March 13, 1992, by and among
Calbiochem-Novabiochem International, Inc. and each of the signatories thereto.
10(f)(ii)* Amendment Agreement, dated as of January 4, 1993, among Warburg, Pincus
Investors, L.P., ABS MB (C-N) Limited Partnership, Richard Slansky, John T.
Snow, Georges Chappuis, Calbiochem-Novabiochem International, Inc. and Stelios
B. Papadopoulos.
10(g)(i)* Shared Services Agreement, dated as of August 2, 1995, by and between Oncogene
Science, Inc. and Calbiochem-Novabiochem Corporation.
10(g)(ii)* Trademark License Agreement, dated as of August 2, 1995, by and between
Oncogene Science, Inc. and Calbiochem-Novabiochem Corporation.
10(g)(iii)* Sublicense Agreement, dated as of August 2, 1995, by and between Oncogene
Science, Inc. and Calbiochem-Novabiochem Corporation.
10(g)(iv)* Shared Intellectual Property License Agreement, dated as of August 2, 1995, by
and between Oncogene Science, Inc. and Calbiochem-Novabiochem Corporation.
10(g)(v)h Letter Agreement, dated January 21, 1997, by and between Oncogene Science, Inc.
and Calbiochem-Novabiochem Corporation.
10(h)* Letter Agreement, dated June 9, 1995, by and between Calbiochem-Novabiochem
International, Inc. and Richard B. Slansky.
</TABLE>
2
<PAGE> 3
<TABLE>
<S> <C>
10(i)* Form of Director Indemnification Agreement.
10(j)* Form of Officer Indemnification Agreement.
10(k)h# CN Biosciences, Inc. Second Amended and Restated 1992 Stock Option Plan, including
Form of Incentive Stock Option Agreement and Form of Non-Qualified Stock Option
Agreement.
10(l)(i)*# Employment Agreement, dated as of January 1, 1996, between
Calbiochem-Novabiochem International, Inc. and Stelios B. Papadopoulos.
10(l)(ii)h# Amendment to Employment Agreement, dated as of February 27, 1997, by and between
CN Biosciences, Inc. and Stelios B. Papadopoulos.
10(l)(iii)+# Employment Agreement, dated as of January 4, 1998, by and between CN Biosciences,
Inc. and Stelios B. Papadopoulos.
10(m)(i)*# Employment Agreement, dated as of February 23, 1996, between
Calbiochem-Novabiochem International, Inc. and Ben Matzilevich.
10(m)(ii)*# Secured Recourse Promissory Note, dated January 31, 1996, issued to Calbiochem-
Novabiochem International, Inc. by Ben Matzilevich.
10(m)(iii)*# Restricted Stock Purchase Agreement, dated as of January 31, 1996, between
Calbiochem-Novabiochem International, Inc. and Ben Matzilevich.
10(m)(iv)*# Loan and Pledge Agreement, dated as of January 31, 1996 by and between
Calbiochem-Novabiochem International, Inc. and Ben Matzilevich.
10(m)(v)h# Severance Agreement, dated as of February 27, 1997, by and between CN
Biosciences, Inc. and James G. Stewart.
10(m)(vi)h# Severance Agreement, dated as of February 27, 1997, by and between CN
Biosciences, Inc. and Douglas J. Greenwold.
10(m)(vii)h# Severance Agreement, dated as of Feburary 27, 1997, by and between CN
Biosciences, Inc. and John T. Snow.
10(m)(viii)h# Amendment to Employment Agreement, dated as of February 27, 1997, by and between
CN Biosciences, Inc. and Ben Matzilevich.
10(m)(ix)+# Employment Agreement, dated as of March 10, 1998, by and between CN Biosciences,
Inc. and Ben Matzilevich.
10(n)(i)* Loan and Security Agreement, dated July 28, 1995
(including schedule), by and between
Calbiochem-Novabiochem Corporation and Silicon Valley
Bank.
10(n)(ii)* Pledge Agreement, dated July 28, 1995, by and between
Calbiochem-Novabiochem Corporation and Silicon Valley
Bank.
10(n)(iii)* Collateral Assignment, Patent Mortgage and Security Agreement, dated July 28,
1995, by and between Calbiochem-Novabiochem Corporation and Silicon Valley
Bank.
10(n)(iv)* Security Agreement, dated July 28, 1995, by and between Calbiochem-Novabiochem
International, Inc. and Silicon Valley Bank.
10(n)(v)* Pledge Agreement, dated July 28, 1995, by and between Calbiochem-Novabiochem
International, Inc. and Silicon Valley Bank.
10(n)(vi)* Cross-Corporate Continuing Guaranty, dated July 28, 1995, by and between
Calbiochem-Novabiochem International, Inc. and Silicon Valley Bank.
10(n)(vii)* Pledge Agreement, dated July 27, 1995, by and between
Calbiochem-Novabiochem AG and Silicon Valley Bank.
10(n)(viii)* Cross-Corporate Continuing Guaranty, dated July 28,
1995, by and between Calbiochem-Novabiochem AG and
Silicon Valley Bank.
10(n)(ix)* Subordination Agreement, dated July 28, 1995, by and among
Calbiochem-Novabiochem Corporation, Calbiochem-Novabiochem International, Inc.
and Silicon Valley Bank.
10(n)(x)* Antidilution Agreement, dated July 28, 1995, by and between
Calbiochem-Novabiochem International, Inc. and Silicon Valley Bank.
10(n)(xi)* Warrant to Purchase Stock, dated July 28, 1995, by and between
Calbiochem-Novabiochem International, Inc. and Silicon Valley Bank.
10(n)(xii)* Amendment to Loan Agreement, dated November 22, 1995,
by and between Silicon Valley Bank and
Calbiochem-Novabiochem Corporation.
10(n)(xiii)* Amendment to Loan Agreement, dated January 24, 1996,
by and between Silicon Valley Bank and
Calbiochem-Novabiochem Corporation.
10(n)(xiv)* Amendment to Loan Agreement, dated June 27, 1996, by
and between Silicon Valley Bank and
Calbiochem-Novabiochem Corporation.
10(n)(xv)* Schedule to Loan and Security Agreement, dated June
27, 1996, by and between Silicon Valley Bank and
Calbiochem-Novabiochem Corporation.
10(n)(xvi)** Letter Agreement, dated September 30, 1996, by and between
Calbiochem-Novabiochem Corporation, CN Biosciences, Inc.,
Calbiochem-Novabiochem AG and Silicon Valley Bank.
10(n)(xvii)** Amendment to Loan Agreement, dated September 30, 1996, between Calbiochem-
Novabiochem Corporation and Silicon Valley Bank.
10(n)(xviii)** Amendment to Loan Agreement, dated October 2, 1996, between
Calbiochem-Novabiochem Corporation and Silicon Valley Bank.
10(n)(xix)Y Amendment to Loan Agreement, dated April 4, 1997, by
and between Silicon Valley Bank and
Calbiochem-Novabiochem Corporation.
10(n)(xx)YY Amendment to Loan Agreement, dated June 27, 1997, by
and between Silicon Valley Bank and
Calbiochem-Novabiochem Corporation.
10(n)(xxi)YY Schedule to Loan and Security Agreement, dated June
27, 1997, by and between Silicon Valley Bank and
Calbiochem-Novabiochem Corporation.
10(n)(xxii)+ Amendment to Loan Agreement dated December 22, 1997,
by and between Silicon Valley Bank and
Calbiochem-Novabiochem Corporation.
10(o)(i)* Real Property Leasing Contract, dated February 6, 1984, between LISCA Leasing
</TABLE>
3
<PAGE> 4
<TABLE>
<S> <C>
AG and Calbiochem-Novabiochem AG (formerly
Novabiochem AG), as amended on January 25, 1990,
November 9, 1993 and July 5, 1994.
10(o)(ii)* Lease Contract, dated April 3, 1990, between Balit AG
and Calbiochem-Novabiochem AG (formerly Novabiochem
AG, as successor by merger to Protogen AG)(together
with Addendum No. 1), as amended by Letter Agreement,
dated January 10, 1992.
10(p)* Lease, dated February 1994, between Wilson Bowden Properties Limited and
Calbiochem-Novabiochem (U.K.) Limited.
10(q)* Consulting Agreement, dated March 26, 1996, between Calbiochem-Novabiochem
Corporation and Robert A. Weinberg, Ph.D.
10(r)* Letter Agreement, dated November 11, 1993, between Calbiochem-Novabiochem
International, Inc. and Doug Greenwold.
10(s)* Letter Agreement, dated July 15, 1994, between Calbiochem-Novabiochem
International, Inc. and Dr. John T. Snow.
10(t)* Letter Agreement, dated May 26, 1995, between Calbiochem-Novabiochem
International, Inc. and James G. Stewart.
10(u)* Consulting Arrangement, dated October 3, 1995, between Calbiochem-Novabiochem
International, Inc. and Robert E. McGill, III.
10(v)(i)+ Lease agreement, dated December 5, 1996, by and
between University Science Center Partnership and
Novagen, Inc.
10(v)(ii)+ Amendment to Lease, dated December 5, 1996, by and
between University Science Center Partnership and
Novagen, Inc.
10(v)(iii)+ Amendment to Lease, dated December 29, 1997, by and between University
Research Park Facilities Corp., and Novagen, Inc.
11+ Computation of Earnings per Share.
13+ Portions of 1997 Annual Report to Stockholders
21+ Subsidiaries of the Registrant.
23+ Consent of Ernst & Young LLP.
27(a) Restated Financial Data Schedule for the Year Ended December 31, 1997.
27(b) Restated Financial Data Schedule for the Nine Months Ended September 30, 1997.
27(c) Restated Financial Data Schedule for the Six Months Ended June 30, 1997.
27(d) Restated Financial Data Schedule for the Three Months Ended March 31, 1997.
27(e) Restated Financial Data Schedule for the Year Ended December 31, 1996.
27(f) Restated Financial Data Schedule for the Nine Months Ended September 30, 1996.
27(g) Restated Financial Data Schedule for the Six Months Ended June 30, 1996.
27(h) Restated Financial Data Schedule for the Year Ended December 31, 1995.
</TABLE>
- -------------------
* Incorporated by reference from the Registrant's Registration
Statement on Form S-1 (Registration No. 333-8335).
** Incorporated by reference from the Registrant's Form 10-Q for the
quarterly period ended September 30, 1996 (File No. 000-21281).
++ Incorporated by reference to Amendment No. 1 to Registrant's Current
Report on Form 8-K/A, filed by the Registrant on February 3, 1998
(File No. 000-21281).
Y Incorporated by reference from the Registrant's Form 10-Q for the
quarterly period ended March 31, 1997 (File No. 000- 21281).
YY Incorporated by reference from the Registrant's Form 10-Q for the
quarterly period ended June 30, 1997 (File No. 000- 21281).
h Incorporated by reference to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1996 (File No. 000-21281).
+ Incorporated by reference to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1997 (File No. 000-21281).
# Indicates management contract or compensatory plan or arrangement
required to be filed pursuant to item 14(c) of this report.
(b) Reports on Form 8-K.
None.
4
<PAGE> 5
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.
CN BIOSCIENCES, INC.
By: /s/ JAMES G. STEWART
--------------------------
James G. Stewart
Chief Financial Officer
Date: March 30, 1998
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE
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<S> <C> <C>
2(a)* Asset Purchase Agreement, dated as of June 26, 1995, by and among Oncogene
Science, Inc., Calbiochem-Novabiochem Corporation and Calbiochem-Novabiochem
International Inc.
2(b)++ Stock Purchase Agreement, dated as of November 25, 1997, by and among CN
Biosciences, Inc., as Buyer, David W. Dubbell, Dennis Almond, Corrine Fetherston,
Lisa Johnson, Robert Mierendorf, Warren Kroeker, Barbara Morris, Robert Novy and
Tom Van Oosbree, as Sellers, and Pel-Freez, Inc.
3(a)** Amended and Restated Certificate of Incorporation of the Registrant.
3(b)** Amended and Restated By-Laws of the Registrant.
4* Specimen of Registrant's Common Stock certificate.
10(a)* Agreement, dated as of March 1996, by and between Calbiochem-Novabiochem
International, Inc. and Amersham International plc.
10(b)* Agreement, dated as of August 29, 1996, by and among CN
Biosciences, Inc., Warburg, Pincus Investors, L.P., ABS MB
(C-N) Limited Partnership, Stelios B.
Papadopoulos, John T. Snow and Ben Matzilevich.
10(c)(i)* Commercial Lease, dated as of February 1, 1992, between LMP Properties, Ltd.
and Calbiochem Corporation.
10(c)(ii)* First Amendment, dated as of April 1, 1992, to Commercial Lease, dated as of
February 1, 1992, between LMP Properties, Ltd. and Calbiochem Corporation.
10(c)(iii)* Second Amendment, dated as of September 14, 1992, to Commercial Lease, dated as
of February 1, 1992, between LMP Properties, Ltd. and Calbiochem Corporation.
10(c)(iv)* Third Amendment, dated as of March 30, 1993, to Commercial Lease, dated as of
February 1, 1992, between LMP Properties, Ltd. and Calbiochem Corporation.
10(d)* Sublease Agreement, dated as of August 2, 1995, by and between Oncogene
Science, Inc. and Calbiochem-Novabiochem Corporation.
10(e)* Sublease Agreement, dated as of July 1996, by and between
Calbiochem-Novabiochem Corporation and DataWorks Corporation.
10(f)(i)* Registration Rights Agreement, dated as of March 13, 1992, by and among
Calbiochem-Novabiochem International, Inc. and each of the signatories thereto.
10(f)(ii)* Amendment Agreement, dated as of January 4, 1993, among Warburg, Pincus
Investors, L.P., ABS MB (C-N) Limited Partnership, Richard Slansky, John T.
Snow, Georges Chappuis, Calbiochem-Novabiochem International, Inc. and Stelios
B. Papadopoulos.
10(g)(i)* Shared Services Agreement, dated as of August 2, 1995, by and between Oncogene
Science, Inc. and Calbiochem-Novabiochem Corporation.
10(g)(ii)* Trademark License Agreement, dated as of August 2, 1995, by and between
Oncogene Science, Inc. and Calbiochem-Novabiochem Corporation.
10(g)(iii)* Sublicense Agreement, dated as of August 2, 1995, by and between Oncogene
Science, Inc. and Calbiochem-Novabiochem Corporation.
10(g)(iv)* Shared Intellectual Property License Agreement, dated as of August 2, 1995, by
and between Oncogene Science, Inc. and Calbiochem-Novabiochem Corporation.
10(g)(v)h Letter Agreement, dated January 21, 1997, by and between Oncogene Science, Inc.
and Calbiochem-Novabiochem Corporation.
10(h)* Letter Agreement, dated June 9, 1995, by and between Calbiochem-Novabiochem
International, Inc. and Richard B. Slansky.
10(I)* Form of Director Indemnification Agreement.
10(j)* Form of Officer Indemnification Agreement.
10(k)h# CN Biosciences, Inc. Second Amended and Restated 1992 Stock Option Plan, including
Form of Incentive Stock Option Agreement and Form of Non-Qualified Stock Option
Agreement.
10(l)(i)*# Employment Agreement, dated as of January 1, 1996, between
Calbiochem-Novabiochem International, Inc. and Stelios B. Papadopoulos.
10(l)(ii)h# Amendment to Employment Agreement, dated as of February 27, 1997, by and between
CN Biosciences, Inc. and Stelios B. Papadopoulos.
10(l)(iii)+# Employment Agreement, dated as of January 4, 1998, by and between CN Biosciences,
Inc. and Stelios B. Papadopoulos.
10(m)(i)*# Employment Agreement, dated as of February 23, 1996, between
Calbiochem-Novabiochem International, Inc. and Ben Matzilevich.
10(m)(ii)*# Secured Recourse Promissory Note, dated January 31, 1996, issued to Calbiochem-
Novabiochem International, Inc. by Ben Matzilevich.
10(m)(iii)*# Restricted Stock Purchase Agreement, dated as of January 31, 1996, between
Calbiochem-Novabiochem International, Inc. and Ben Matzilevich.
10(m)(iv)*# Loan and Pledge Agreement, dated as of January 31, 1996 by and between
Calbiochem-Novabiochem International, Inc. and Ben Matzilevich.
10(m)(v)h# Severance Agreement, dated as of February 27, 1997, by and between CN
Biosciences, Inc. and James G. Stewart.
10(m)(vi)h# Severance Agreement, dated as of February 27, 1997, by and between CN
Biosciences, Inc. and Douglas J. Greenwold.
10(m)(vii)h# Severance Agreement, dated as of Feburary 27, 1997, by and between CN
Biosciences, Inc. and John T. Snow.
</TABLE>
6
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<TABLE>
<S> <C>
10(m)(viii)h# Amendment to Employment Agreement, dated as of February 27, 1997, by and between
CN Biosciences, Inc. and Ben Matzilevich.
10(m)(ix)+# Employment Agreement, dated as of March 10, 1998, by and between CN Biosciences,
Inc. and Ben Matzilevich.
10(n)(i)* Loan and Security Agreement, dated July 28, 1995
(including schedule), by and between
Calbiochem-Novabiochem Corporation and Silicon Valley
Bank.
10(n)(ii)* Pledge Agreement, dated July 28, 1995, by and between
Calbiochem-Novabiochem Corporation and Silicon Valley
Bank.
10(n)(iii)* Collateral Assignment, Patent Mortgage and Security Agreement, dated July 28,
1995, by and between Calbiochem-Novabiochem Corporation and Silicon Valley
Bank.
10(n)(iv)* Security Agreement, dated July 28, 1995, by and between Calbiochem-Novabiochem
International, Inc. and Silicon Valley Bank.
10(n)(v)* Pledge Agreement, dated July 28, 1995, by and between Calbiochem-Novabiochem
International, Inc. and Silicon Valley Bank.
10(n)(vi)* Cross-Corporate Continuing Guaranty, dated July 28, 1995, by and between
Calbiochem-Novabiochem International, Inc. and Silicon Valley Bank.
10(n)(vii)* Pledge Agreement, dated July 27, 1995, by and between
Calbiochem-Novabiochem AG and Silicon Valley Bank.
10(n)(viii)* Cross-Corporate Continuing Guaranty, dated July 28, 1995,
by and between Calbiochem-Novabiochem AG and Silicon
Valley Bank.
10(n)(ix)* Subordination Agreement, dated July 28, 1995, by and among
Calbiochem-Novabiochem Corporation, Calbiochem-Novabiochem International, Inc.
and Silicon Valley Bank.
10(n)(x)* Antidilution Agreement, dated July 28, 1995, by and between
Calbiochem-Novabiochem International, Inc. and Silicon Valley Bank.
10(n)(xi)* Warrant to Purchase Stock, dated July 28, 1995, by and between
Calbiochem-Novabiochem International, Inc. and Silicon Valley Bank.
10(n)(xii)* Amendment to Loan Agreement, dated November 22, 1995, by
and between Silicon Valley Bank and Calbiochem-Novabiochem
Corporation.
10(n)(xiii)* Amendment to Loan Agreement, dated January 24, 1996, by
and between Silicon Valley Bank and Calbiochem-Novabiochem
Corporation.
10(n)(xiv)* Amendment to Loan Agreement, dated June 27, 1996, by and
between Silicon Valley Bank and Calbiochem-Novabiochem
Corporation.
10(n)(xv)* Schedule to Loan and Security Agreement, dated June 27,
1996, by and between Silicon Valley Bank and
Calbiochem-Novabiochem Corporation.
10(n)(xvi)** Letter Agreement, dated September 30, 1996, by and between
Calbiochem-Novabiochem Corporation, CN Biosciences, Inc.,
Calbiochem-Novabiochem AG and Silicon Valley Bank.
10(n)(xvii)** Amendment to Loan Agreement, dated September 30, 1996, between Calbiochem-
Novabiochem Corporation and Silicon Valley Bank.
10(n)(xviii)** Amendment to Loan Agreement, dated October 2, 1996, between
Calbiochem-Novabiochem Corporation and Silicon Valley Bank.
10(n)(xix)Y Amendment to Loan Agreement, dated April 4, 1997, by and
between Silicon Valley Bank and Calbiochem-Novabiochem
Corporation.
10(n)(xx)YY Amendment to Loan Agreement, dated June 27, 1997, by and
between Silicon Valley Bank and Calbiochem-Novabiochem
Corporation.
10(n)(xxi)YY Schedule to Loan and Security Agreement, dated June 27,
1997, by and between Silicon Valley Bank and
Calbiochem-Novabiochem Corporation.
10(n)(xxii)+ Amendment to Loan Agreement dated December 22, 1997, by
and between Silicon Valley Bank and Calbiochem-Novabiochem
Corporation.
10(o)(i)* Real Property Leasing Contract, dated February 6, 1984,
between LISCA Leasing AG and Calbiochem-Novabiochem AG
(formerly Novabiochem AG), as amended on January 25, 1990,
November 9, 1993 and July 5, 1994.
10(o)(ii)* Lease Contract, dated April 3, 1990, between Balit AG and
Calbiochem-Novabiochem AG (formerly Novabiochem AG, as
successor by merger to Protogen AG)(together with Addendum
No. 1), as amended by Letter Agreement, dated January 10,
1992.
10(p)* Lease, dated February 1994, between Wilson Bowden Properties Limited and
Calbiochem-Novabiochem (U.K.) Limited.
10(q)* Consulting Agreement, dated March 26, 1996, between Calbiochem-Novabiochem
Corporation and Robert A. Weinberg, Ph.D.
10(r)* Letter Agreement, dated November 11, 1993, between Calbiochem-Novabiochem
International, Inc. and Doug Greenwold.
10(s)* Letter Agreement, dated July 15, 1994, between Calbiochem-Novabiochem
International, Inc. and Dr. John T. Snow.
10(t)* Letter Agreement, dated May 26, 1995, between Calbiochem-Novabiochem
International, Inc. and James G. Stewart.
10(u)* Consulting Arrangement, dated October 3, 1995, between Calbiochem-Novabiochem
International, Inc. and Robert E. McGill, III.
10(v)(i)+ Lease agreement, dated December 5, 1996, by and between
University Science Center Partnership and Novagen, Inc.
10(v)(ii)+ Amendment to Lease, dated December 5, 1996, by and between
University Science Center Partnership and Novagen, Inc.
</TABLE>
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<TABLE>
<S> <C>
10(v)(iii)+ Amendment to Lease, dated December 29, 1997, by and between University
Research Park Facilities Corp., and Novagen, Inc.
11+ Computation of Earnings per Share.
13+ Portions of 1997 Annual Report to Stockholders
21+ Subsidiaries of the Registrant.
23+ Consent of Ernst & Young LLP.
27(a) Restated Financial Data Schedule for the Year Ended December 31, 1997.
27(b) Restated Financial Data Schedule for the Nine Months Ended September 30, 1997.
27(c) Restated Financial Data Schedule for the Six Months Ended June 30, 1997.
27(d) Restated Financial Data Schedule for the Three Months Ended March 31, 1997.
27(e) Restated Financial Data Schedule for the Year Ended December 31, 1996.
27(f) Restated Financial Data Schedule for the Nine Months Ended September 30, 1996.
27(g) Restated Financial Data Schedule for the Six Months Ended June 30, 1996.
27(h) Restated Financial Data Schedule for the Year Ended December 31, 1995.
</TABLE>
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* Incorporated by reference from the Registrant's Registration
Statement on Form S-1 (Registration No. 333-8335).
** Incorporated by reference from the Registrant's Form 10-Q for the
quarterly period ended September 30, 1996 (File No. 000-21281).
++ Incorporated by reference to Amendment No. 1 to registrant's Current
Report on Form 8-K/A, filed by the Registrant on February 3, 1998
(File No. 000-21281).
Y Incorporated by reference from the Registrant's Form 10-Q for the
quarterly period ended March 31, 1997 (File No. 000- 21281).
YY Incorporated by reference from the Registrant's Form 10-Q for the
quarterly period ended June 30, 1997 (File No. 000- 21281).
h Incorporated by reference to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1996 (File No. 000-21281).
+ Incorporated by reference to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1997 (File No. 000-21281).
# Indicates management contract or compensatory plan or arrangement
required to be filed pursuant to item 14(c) of this report.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED
DECEMBER 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
CONSOLIDATED FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 15,646
<SECURITIES> 2,046
<RECEIVABLES> 6,287
<ALLOWANCES> 373
<INVENTORY> 18,309
<CURRENT-ASSETS> 44,715
<PP&E> 8,876
<DEPRECIATION> 4,348
<TOTAL-ASSETS> 60,411
<CURRENT-LIABILITIES> 17,740
<BONDS> 0
0
0
<COMMON> 56
<OTHER-SE> 39,050
<TOTAL-LIABILITY-AND-EQUITY> 60,411
<SALES> 39,445
<TOTAL-REVENUES> 39,445
<CGS> 17,883
<TOTAL-COSTS> 23,238
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,082)
<INCOME-TAX> 1,898
<INCOME-CONTINUING> (2,980)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,980)
<EPS-PRIMARY> (0.55)
<EPS-DILUTED> (0.55)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE NINE
MONTHS ENDED SEPTEMBER 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH INTERIM CONSOLIDATED FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 17,416
<SECURITIES> 0
<RECEIVABLES> 5,668
<ALLOWANCES> 0
<INVENTORY> 16,619
<CURRENT-ASSETS> 41,926
<PP&E> 4,135
<DEPRECIATION> 0
<TOTAL-ASSETS> 51,778
<CURRENT-LIABILITIES> 6,047
<BONDS> 0
0
0
<COMMON> 58
<OTHER-SE> 44,652
<TOTAL-LIABILITY-AND-EQUITY> 51,778
<SALES> 29,421
<TOTAL-REVENUES> 29,421
<CGS> 13,209
<TOTAL-COSTS> 12,334
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 4,298
<INCOME-TAX> 1,462
<INCOME-CONTINUING> 2,836
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,836
<EPS-PRIMARY> 0.53
<EPS-DILUTED> 0.50
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE REGISTRANT'S CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE
SIX MONTHS ENDED JUNE 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH INTERIM CONSOLIDATED FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 16,733
<SECURITIES> 0
<RECEIVABLES> 6,335
<ALLOWANCES> 0
<INVENTORY> 15,573
<CURRENT-ASSETS> 41,042
<PP&E> 3,890
<DEPRECIATION> 0
<TOTAL-ASSETS> 50,542
<CURRENT-LIABILITIES> 5,824
<BONDS> 0
0
0
<COMMON> 56
<OTHER-SE> 43,609
<TOTAL-LIABILITY-AND-EQUITY> 50,542
<SALES> 19,791
<TOTAL-REVENUES> 19,791
<CGS> 8,890
<TOTAL-COSTS> 8,285
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 2,860
<INCOME-TAX> 988
<INCOME-CONTINUING> 1,872
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,872
<EPS-PRIMARY> 0.35
<EPS-DILUTED> 0.33
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE THREE
MONTHS ENDED MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH INTERIM CONSOLIDATED FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 14,020
<SECURITIES> 0
<RECEIVABLES> 5,405
<ALLOWANCES> 0
<INVENTORY> 14,742
<CURRENT-ASSETS> 36,567
<PP&E> 3,684
<DEPRECIATION> 0
<TOTAL-ASSETS> 046,246
<CURRENT-LIABILITIES> 5,918
<BONDS> 0
0
0
<COMMON> 52
<OTHER-SE> 39,075
<TOTAL-LIABILITY-AND-EQUITY> 46,246
<SALES> 9,585
<TOTAL-REVENUES> 9,585
<CGS> 4,360
<TOTAL-COSTS> 4,093
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,248
<INCOME-TAX> 438
<INCOME-CONTINUING> 810
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 810
<EPS-PRIMARY> 0.16
<EPS-DILUTED> 0.15
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED
DECEMBER 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
CONSOLIDATED FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 10,591
<SECURITIES> 4,113
<RECEIVABLES> 4,487
<ALLOWANCES> 0
<INVENTORY> 14,733
<CURRENT-ASSETS> 36,360
<PP&E> 3,688
<DEPRECIATION> 0
<TOTAL-ASSETS> 46,262
<CURRENT-LIABILITIES> 6,129
<BONDS> 0
0
0
<COMMON> 52
<OTHER-SE> 38,900
<TOTAL-LIABILITY-AND-EQUITY> 46,262
<SALES> 33,725
<TOTAL-REVENUES> 33,725
<CGS> 15,388
<TOTAL-COSTS> 14,844
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 2,961
<INCOME-TAX> 960
<INCOME-CONTINUING> 2,001
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,001
<EPS-PRIMARY> 0.54
<EPS-DILUTED> 0.50
<FN>SEE NOTE 1 OF NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR AN EXPLANATION
OF THE METHOD USED TO DETERMINE THE NUMBERS OF SHARES USED TO COMPUTE PER SHARE
AMOUNTS.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE NINE
MONTHS ENDED SEPTEMBER 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH INTERIM CONSOLIDATED FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 1,366
<SECURITIES> 0
<RECEIVABLES> 4,991
<ALLOWANCES> 0
<INVENTORY> 14,381
<CURRENT-ASSETS> 21,742
<PP&E> 3,830
<DEPRECIATION> 0
<TOTAL-ASSETS> 32,748
<CURRENT-LIABILITIES> 6,148
<BONDS> 0
400
17,943
<COMMON> 11
<OTHER-SE> 210
<TOTAL-LIABILITY-AND-EQUITY> 32,748
<SALES> 25,400
<TOTAL-REVENUES> 25,400
<CGS> 11,667
<TOTAL-COSTS> 11,085
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 613
<INCOME-PRETAX> 2,035
<INCOME-TAX> 712
<INCOME-CONTINUING> 1,323
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,323
<EPS-PRIMARY> 0.41<F1>
<EPS-DILUTED> 0.38<F1>
<FN>
<F1>EARNINGS PER SHARE IS CALCULATED BASED ON PRO FORMA SHARES OUTSTANDING. SEE
NOTE 3 OF NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE SIX
MONTHS ENDED JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
INTERIM CONSOLIDATED FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 1,118
<SECURITIES> 0
<RECEIVABLES> 5,189
<ALLOWANCES> 428
<INVENTORY> 14,372
<CURRENT-ASSETS> 21,154
<PP&E> 8,434
<DEPRECIATION> 4,596
<TOTAL-ASSETS> 32,228
<CURRENT-LIABILITIES> 5,868
<BONDS> 0
400
17,943
<COMMON> 5
<OTHER-SE> 357
<TOTAL-LIABILITY-AND-EQUITY> 32,228
<SALES> 16,565
<TOTAL-REVENUES> 16,565
<CGS> 7,602
<TOTAL-COSTS> 7,250
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 394
<INCOME-PRETAX> 1,319
<INCOME-TAX> 462
<INCOME-CONTINUING> 857
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 857
<EPS-PRIMARY> 0.27<F1>
<EPS-DILUTED> 0.25<F1>
<FN>
<F1>EARNINGS PER SHARE IS CALCULATED BASED UPON PRO FORMA SHARES OUTSTANDING.
SEE NOTE 1 OF NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED
DECEMBER 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH INTERIM
CONSOLIDATED FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 1,203
<SECURITIES> 0
<RECEIVABLES> 4,571
<ALLOWANCES> 472
<INVENTORY> 14,443
<CURRENT-ASSETS> 20,221
<PP&E> 7,496
<DEPRECIATION> 3,466
<TOTAL-ASSETS> 31,197
<CURRENT-LIABILITIES> 4,797
<BONDS> 0
400
17,943
<COMMON> 5
<OTHER-SE> 261
<TOTAL-LIABILITY-AND-EQUITY> 31,197
<SALES> 26,966
<TOTAL-REVENUES> 26,966
<CGS> 13,185
<TOTAL-COSTS> 11,946
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 527
<INCOME-PRETAX> 1,308
<INCOME-TAX> 291
<INCOME-CONTINUING> 1,017
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,017
<EPS-PRIMARY> 0.31<F1>
<EPS-DILUTED> 0.30<F1>
<FN>
<F1>EARNINGS PER SHARE IS CALCULATED BASED UPON PRO FORMA SHARES OUTSTANDING.
SEE NOTE 1 OF NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
</FN>
</TABLE>
