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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 18, 1999
REGISTRATION NO. 333-84841
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CORIXA CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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DELAWARE 2836 91-1654387
<S> <C> <C>
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
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1124 COLUMBIA STREET, SUITE 200
SEATTLE, WA 98104-2040
(206) 754-5711
(Address, Including Zip Code, and Telephone Number, Including Area
Code, of Registrant's Principal Executive Offices)
STEVEN GILLIS, PH.D.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
CORIXA CORPORATION
SEATTLE, WA 98104-2040
(206) 754-5711
(Name, Address Including Zip Code, and Telephone Number
Including Area Code, of Agent for Service)
COPIES TO:
William W. Ericson, Esq.
Megan L. Muir, Esq.
Charles P. Carter, Esq.
VENTURE LAW GROUP
A Professional Corporation
4750 Carillon Point
Kirkland, WA 98033
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE 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, 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
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TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED OFFERING PRICE PER AGGREGATE OFFERING PRICE REGISTRATION
UNIT(1) (2) FEE
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Common Stock, par value 170,224 $13.9375 2,372,497 $660.
$0.001
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(1) Estimated solely for the purpose of computing the amount of the
registration fee based on the average of the high and low prices
of the Corixa Corporation Common Stock as reported on the Nasdaq
National Market on August 5, 1999 pursuant to Rule 457(c).
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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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Subject To Completion, Dated August 18, 1999
PROSPECTUS
CORIXA CORPORATION
170,224 SHARES OF COMMON STOCK
THE COMMON STOCK OFFERED BY THIS PROSPECTUS INVOLVE A HIGH DEGREE OF
RISK. YOU SHOULD CAREFULLY CONSIDER THE "RISK FACTORS" BEGINNING ON PAGE 3 IN
DETERMINING WHETHER TO PURCHASE THE CORIXA CORPORATION COMMON STOCK.
--------------------
The selling stockholders identified on page 18 of this prospectus are
offering these shares of common stock. For additional information on the methods
of sale, you should refer to the section entitled "Plan of Distribution" on page
16. We will not receive any portion of the proceeds from the sale of these
shares.
Corixa Corporation's common stock is quoted on the Nasdaq National
Market under the symbol CRXA.
On August 5, the last sale price of the common stock on the Nasdaq
National Market was $14.0781 per share.
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UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC COMMISSIONS SELLING STOCKHOLDERS
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<S> <C> <C> <C>
Per Share................. See Text Above See Text Above See Text Above
Total.....................
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR PASSED ON THE
ADEQUACY OF ACCURACY OF THE DISCLOSURES IN THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE INFORMATION IN THE PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
The date of this prospectus is August ____, 1999
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TABLE OF CONTENTS
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THE COMPANY..................................................................................3
RISK FACTORS.................................................................................3
USE OF PROCEEDS.............................................................................16
ISSUANCE OF COMMON STOCK TO SELLING STOCKHOLDERS............................................16
PLAN OF DISTRIBUTION........................................................................16
SELLING STOCKHOLDERS........................................................................18
LEGAL MATTERS...............................................................................19
EXPERTS.....................................................................................19
WHERE YOU CAN FIND MORE INFORMATION.........................................................19
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We have not authorized any dealer, salesperson or other person to give
any information or represent anything not contained in this prospectus. You
should not rely on any unauthorized information. This prospectus does not offer
to sell or buy any shares in any jurisdiction in which it is unlawful. The
information in this prospectus is current as of the date on the cover.
THE COMPANY
Corixa Corporation, headquartered in Seattle, Washington, is a
biotechnology company focused on preventing disease by understanding and
directing the immune system. Corixa applies its expertise in immunology and
proprietary technology platforms to the discovery and development of vaccine and
other antigen-based products. Corixa is focused on research and development of
products to prevent or treat cancers and infectious and autoimmune diseases.
Corixa's strategy is to partner with numerous developers and marketers of
pharmaceutical and diagnostic products with the goal of making products based on
Corixa's technologies available to patients on a world-wide basis. Corixa
dedicates most of its resources to product discovery and invests its own capital
in direct funding of individual product clinical trials.
Corixa was incorporated in Delaware in September 1994. Corixa's
principal executive offices are located at 1124 Columbia Street, Suite 200,
Seattle, Washington 98104-2040, and its telephone number is (206) 754-5711. As
used in this prospectus, "we," "us," "our" and "Corixa" refer to Corixa
Corporation, a Delaware corporation, and its wholly-owned subsidiaries.
RISK FACTORS
PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED BY THIS PROSPECTUS
SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS IN ADDITION TO THE OTHER
INFORMATION APPEARING IN OR INCORPORATED BY REFERENCE INTO THIS PROSPECTUS.
WE MAY NEVER GENERATE SUFFICIENT REVENUE TO ACHIEVE PROFITABILITY.
We are at an early stage in the development of our therapeutic,
prophylactic and diagnostic products. To date, almost all of our revenue has
resulted from payments made under agreements with our corporate partners, and we
expect that most of our revenue for the foreseeable future will continue to
result from corporate partnerships. Since our inception, we have generated only
minimal revenue from diagnostic product sales and no revenue from therapeutic or
prophylactic product sales. We do not expect immunotherapeutic products that may
result from our research and development programs to be commercially available
for a number of years, if at all. It is uncertain when, if ever, we will receive
any significant revenue from commercial sales of such products. We may not
receive anticipated revenue under existing corporate partnerships or be able to
enter into any additional corporate partnerships. Thus, we may never achieve
consistent profitability.
OUR TECHNOLOGY AND PRODUCT DEVELOPMENT ARE UNPROVEN.
Our technological approach to the development of therapeutic and
prophylactic vaccines and other immunotherapeutic products for cancers and
infectious and autoimmune diseases is unproven in humans. Products based on our
technologies are currently in the discovery, preclinical or early clinical
investigation stages. To date, only one of our corporate partners has conducted
clinical trials that incorporate our proprietary microsphere delivery systems
and, other than a Phase I clinical trial in Brazil, neither we nor any of our
corporate partners have conducted any clinical trials that incorporate our
proprietary adjuvants. In addition, neither we nor any other company has
successfully commercialized any therapeutic vaccines for cancer or the
infectious or autoimmune
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diseases we target. We may not be able to develop effective vaccines for such
diseases within a reasonable time, if ever, and such vaccines may not be capable
of being commercialized.
Most of our programs are currently in the discovery stage or in
preclinical development. Only seven of our immunotherapeutic products have
advanced to clinical trials. Our vaccines have not been demonstrated to be safe
and effective in clinical settings. Our programs may not move beyond their
current stages of development.
OUR STOCKHOLDERS FACE POTENTIAL DILUTION.
Our stockholders will experience immediate and substantial dilution as a
result of the shares of our common stock issued to RIBI ImmunoChem Research,
Inc. ("Ribi") stockholders in our proposed merger with Ribi. Additional dilution
would occur if:
o there is exercise of any of the outstanding options or the
warrants to purchase Ribi common stock that will be assumed by
us in the merger;
o we elect or are required to sell shares of our common stock to
SmithKline Beecham plc under the terms of our multi-field
collaboration and license agreement with SmithKline Beecham;
o we issue additional shares of our Series A preferred stock and
warrants to purchase our common stock to Castle Gate in
connection with additional draw-downs of funds under the Castle
Gate equity line of credit; or
o we enter into additional corporate partnerships in connection
with which we agree to sell shares of our capital stock.
RISKS RELATED TO THE PENDING RIBI MERGER
INTEGRATION OF OPERATIONS MAY BE DIFFICULT AND LEAD TO ADVERSE EFFECTS.
The anticipated benefits of the merger will depend in part on whether
Corixa and Ribi can integrate their operations in an efficient and effective
manner. Integrating Corixa and Ribi will be a complex, time consuming and
expensive process. Successful integration will require combining the companies'
respective:
o research, development and manufacturing efforts;
o scientific cultures;
o strategic goals;
o business development efforts; and
o geographically separate facilities.
Corixa and Ribi may not accomplish this integration smoothly or
successfully. The diversion of the attention of management to the integration
effort and any difficulties encountered in combining operations could cause the
interruption of, or a loss of momentum in, the activities of either or both of
the companies' businesses. Furthermore, employee morale may suffer, and Ribi and
Corixa may have difficulties retaining key scientific and managerial personnel.
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THE FIXED EXCHANGE RATIO MAY LIMIT THE VALUE OF CORIXA COMMON STOCK BEING
RECEIVED BY RIBI STOCKHOLDERS.
Each outstanding share of Ribi common stock will convert into the right
to receive 0.1685 of one share of Corixa common stock upon completion of the
merger. This exchange ratio will not be adjusted for changes in the market price
of either Corixa common stock or Ribi common stock prior to completion of the
merger. The price of Corixa common stock may vary significantly between now and
the date of the merger. If the market price for Corixa common stock increases or
decreases before completion of the merger, the market value of the Ribi
stockholders' right to receive Corixa common stock would correspondingly
increase or decrease. Ribi stockholders will not be compensated for decreases in
the market price for Corixa common stock.
THE MARKET PRICE OF CORIXA COMMON STOCK MAY DECLINE AS A RESULT OF THE MERGER.
The market price of Corixa common stock may decline significantly if,
among other things:
o the integration of Corixa's and Ribi's operations is not
successful;
o the combined company does not experience business synergies as
quickly or to the extent as may be expected by financial
analysts; or
o the accretive/dilutive effect of the merger is not in line with
the expectation of financial analysts.
In any such case, the trading price of Corixa common stock may decline
and you may lose all or part of your investment.
THE MERGER WILL RESULT IN COSTS OF INTEGRATION AND TRANSACTION EXPENSES THAT
COULD ADVERSELY AFFECT COMBINED FINANCIAL RESULTS.
If the benefits of the merger do not exceed the costs associated with
the merger, including the dilution to Corixa's stockholders resulting from the
issuance of shares of Corixa common stock in connection with the merger,
Corixa's financial results, including loss per share, could be adversely
affected. Corixa and Ribi estimate that they will incur aggregate direct
transaction costs of approximately $1.8 million associated with the merger and
related severance costs of approximately $800,000. The combined company also
expects to incur costs after completion of the merger associated with
integrating the operations of Corixa and Ribi. Such costs may include:
o elimination of duplicate operations; and
o consolidation of certain administration, support and research
and development activities.
Actual costs may substantially exceed these estimates. In addition,
unanticipated expenses associated with integrating the two companies may arise.
We expect to incur a charge currently estimated to be $25.5 million in the third
quarter of 1999 to reflect our write-off of Ribi's in-process research and
development efforts. Corixa may also incur additional charges in subsequent
quarters to reflect costs associated with the merger.
IF THE COMBINED COMPANY IS NOT PERMITTED TO WRITE-OFF A SIGNIFICANT AMOUNT OF
PURCHASE PRICE AS ATTRIBUTABLE TO IN-PROCESS RESEARCH AND DEVELOPMENT, THE PRICE
OF OUR COMMON STOCK COULD DECLINE.
If current accounting rules as interpreted by our auditors and the SEC
do not permit the combined company to write off immediately a significant amount
of the purchase price of the merger as attributable to in-process research and
development, the combined company would have to amortize a correspondingly
higher amount of the purchase price over several years. Such amortization would
be reflected as an expense item on the combined company's statement of
operations, and cause it to report higher losses, which may adversely affect its
stock price.
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THERE MAY BE UNKNOWN RISKS INHERENT IN THE MERGER, ESPECIALLY PERTAINING TO
RIBI'S INTELLECTUAL PROPERTY.
Although we have conducted scientific due diligence with respect to
Ribi, we did not perform the research and development activities or control the
patent application process related to those activities itself. The combined
company may discover adverse information concerning Ribi's intellectual property
subsequent to the completion of the merger, such as the possible inadequacy of
Ribi's current patent protection and/or potential patent infringement by Ribi.
Additionally, many other biotechnology companies currently are filing patents in
the fields of antigens, adjuvants and biopharmaceutical compounds at a rapid
pace, and Ribi may not have been the first to file patent application covering
Ribi discoveries, or may not have obtained adequate patent protection for its
proprietary products.
THE COMBINED COMPANY MAY NOT SUCCESSFULLY MANAGE ITS GROWTH OR INTEGRATE
POTENTIAL FUTURE ACQUISITIONS.
In the future, the combined company may make additional acquisitions of
complementary companies, products or technologies. Managing these acquired
businesses will entail numerous operational and financial risks and strains,
including:
o difficulties in assimilating acquired operations and scientific
cultures;
o amortization of acquired intangible assets; and
o potential loss of key employees or strategic relationships of
acquired entities.
The combined company may not be able to manage effectively its growth,
and failure to do so may adversely affect the combined company's business and
stock price.
WE ARE DEPENDENT ON EXISTING AND FUTURE CORPORATE PARTNERSHIPS.
The success of our business strategy is largely dependent on our ability
to enter into multiple corporate partnerships and to manage effectively the
numerous relationships that may exist as a result of this strategy. We have
established significant relationships with various corporate partners,
including, among others, the following:
o in October 1998, we entered into a strategic collaboration and
license agreement with SmithKline Beecham for the research,
development and commercialization of vaccine products aimed at
the prevention and/or treatment of tuberculosis, chlamydia
trachomatis infection, chlamydia pneumoniae infection, breast
cancer, prostate cancer, ovarian cancer and colon cancer;
o In May 1999, we entered into a collaboration agreement with
Inpharzam International S.A., a wholly-owned subsidiary of
Zambon Group spa, for the research, development and
commercialization (exclusively in Europe and certain South
American countries and co-exclusively in China) of vaccine
products aimed at the prevention and/or treatment of lung
cancer; and
o in June 1999, we entered into a license and collaborative
research agreement with the pharmaceutical division of Japan
Tobacco, Inc. for the research, development and
commercialization (exclusively in North America, Japan and all
other countries not exclusively licensed to Zambon, and
co-exclusively in China) of vaccine and antibody-based products
aimed at the prevention and/or treatment of lung cancer.
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We derived 92% of our revenue during the six months ended June 30, 1999
and 93% of our revenue during each of the years ended December 31, 1998 and
December 31, 1997 from research and development and other funding under our
existing corporate partnerships.
Certain of our corporate partners have entered into agreements granting
them options to license certain aspects of our technology. Any of these
corporate partners may not exercise its option to license such technology. We
have also entered into corporate partnerships with several companies for the
development, commercialization and sale of diagnostic products incorporating our
proprietary antigen technology. These diagnostic corporate partnerships may
never generate significant revenues. Furthermore, we are currently engaged in
discussions with a number of pharmaceutical and diagnostic companies with
respect to potential corporate partnering arrangements covering various aspects
of our technologies. The process of establishing corporate partnerships is
difficult and time-consuming and involves significant uncertainty. These
discussions may not lead to the establishment of new corporate partnerships on
favorable terms, if at all. If established, such corporate partnerships may
never result in the successful development of our products or the generation of
significant revenues.
Because we enter into research and development collaborations with
corporate partners at an early stage of product development, our success depends
upon the performance of our corporate partners. We do not directly control the
amount or timing of resources to be devoted to activities by our corporate
partners. Any of our corporate partners may not commit sufficient resources to
our research and development programs or the commercialization of our products.
If any corporate partner fails to conduct its activities in a timely manner, or
at all, our preclinical or clinical development related to such corporate
partnership could be delayed or terminated. Also, our current corporate partners
or future corporate partners, if any, may pursue existing or other
development-stage products or alternative technologies in preference to those
being developed in collaboration with us. Further, disputes may arise with
respect to ownership of technology developed under any such corporate
partnership. Finally, any of our current corporate partnerships may be
terminated by its corporate partner, and we may not be able to negotiate
additional corporate partnerships in the future on acceptable terms, or at all.
Management of our relationships with our corporate partners will
require:
o significant time and effort from our management team:
o coordination of our research with the research of its corporate
partners;
o effective allocation of our resources to multiple projects; and
o an ability to obtain and retain management, scientific and other
personnel.
WE ARE DEPENDENT ON IN-LICENSED TECHNOLOGY.
Our success is also dependent on our ability to enter into licensing
arrangements with commercial or academic entities to obtain technology that is
advantageous or necessary to the development and commercialization of our
products. We have various license agreements that give us rights to use
technologies owned or licensed by third parties in our and our corporate
partners' discovery, research, development and commercialization activities.
Disputes may arise regarding the invention and corresponding rights in
inventions and know-how resulting from the joint creation or use of intellectual
property by us and our licensors or scientific collaborators. Additionally, many
of our in-licensing agreements contain milestone-based termination provisions.
Our failure to meet any significant milestones in a particular agreement could
allow the licensor to terminate such agreement.
We may not be able to negotiate additional license agreements in the
future on acceptable terms, if at all. In addition, our current license
agreements may be terminated, and we may not be able to maintain the exclusivity
of our exclusive licenses. If we cannot obtain or maintain licenses to
technology advantageous or necessary to our business, we and our corporate
partners may be required to expend significant time and resources to develop or
in-
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license similar technology. If we are not able to do so, we may be prevented
from commercializing certain of its products.
OUR PATENT POSITION IS UNCERTAIN AND ITS SUCCESS DEPENDS ON PROPRIETARY RIGHTS.
Our success depends in part on our ability to:
o obtain patents;
o protect trade secrets;
o operate without infringing upon the proprietary rights of
others; and
o prevent others from infringing on our proprietary rights.
We will only be able to protect our proprietary rights from unauthorized
use by third parties to the extent that these rights are covered by valid and
enforceable patents or are effectively maintained as trade secrets. We try to
protect our proprietary position by filing United States and foreign patent
applications related to our proprietary technology, inventions and improvements
that are important to the development of our business. As of August 5, 1999, we
owned, licensed or optioned 80 issued United States patents that expire at
various times between December 2004 and August 2016, and 153 pending United
States patent applications.
The patent positions of biotechnology and biopharmaceutical companies
involve complex legal and factual questions and, therefore, enforceability
cannot be predicted with certainty. Patents, if issued, may be challenged,
invalidated or circumvented. Thus, any patents that we own or licenses from
third parties may not provide any protection against competitors. Our pending
patent applications, those we may file in the future, or those we may license
from third parties, may not result in patents being issued. Also, patent rights
may not provide us with proprietary protection or competitive advantages against
competitors with similar technology. Furthermore, others may independently
develop similar technologies or duplicate any technology that we have developed.
The laws of certain foreign countries may not protect our intellectual property
rights to the same extent as do the laws of the United States.
In addition to patents, we rely on trade secrets and proprietary
know-how. We seek protection, in part, through confidentiality and proprietary
information agreements. These agreements may not provide meaningful protection
or adequate remedies for our technology in the event of unauthorized use or
disclosure of confidential and proprietary information. The parties may breach
such agreements. Furthermore, our trade secrets may otherwise become known to,
or be independently developed by, our competitors.
WE MAY FACE CHALLENGES FROM THIRD PARTIES REGARDING THE VALIDITY OF OUR PATENTS
AND PROPRIETARY RIGHTS.
Research has been conducted for many years in the fields of molecular
biology and immunology. This has resulted in a substantial number of issued
patents and an even larger number of patent applications. Patent applications in
the United States are, in most cases, maintained in secrecy until patents are
issued. The publication of discoveries in the scientific or patent literature
frequently occurs substantially later than the date on which the underlying
discoveries were made. Our commercial success depends significantly on our
ability to operate without infringing the patents and other proprietary rights
of third parties. Our technologies may infringe the patents or violate other
proprietary rights of third parties. In the event of infringement or violation,
we and our corporate partners may be prevented from pursuing product development
or commercialization. Such a result will significantly harm our business.
We have licensed certain patent applications from Southern Research
Institute, or SRI, related to our microsphere encapsulation technology, two of
which are currently the subjects of opposition proceedings before the
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European Patent Office. SRI may not prevail in these opposition proceedings and
patents may not issue in Europe related to such technology.
The biotechnology and pharmaceutical industries have been characterized
by extensive litigation regarding patents and other intellectual property
rights. The defense and prosecution of intellectual property suits, United
States Patent and Trademark Office interference proceedings and related legal
and administrative proceedings in the United States and internationally involve
complex legal and factual questions. As a result, such proceedings are costly
and time-consuming to pursue and their outcome is uncertain. Litigation may be
necessary to:
o enforce our issued and licensed patents;
o protect trade secrets or know-how that we own or license; or
o determine the enforceability, scope and validity of the
proprietary rights of others.
If we become involved in any litigation, interference or other
administrative proceedings, we will incur substantial expense and the efforts of
our technical and management personnel will be significantly diverted. An
adverse determination may subject us to significant liabilities or require us to
seek licenses that may not be available from third parties. We may be restricted
or prevented from manufacturing and selling our products, if any, in the event
of an adverse determination in a judicial or administrative proceeding or if we
fails to obtain necessary licenses. Costs associated with these arrangements may
be substantial and may include ongoing royalties. Furthermore, we may not be
able to obtain the necessary licenses on satisfactory terms, if at all. These
outcomes would significantly harm our business.
WE HAVE A HISTORY OF OPERATING LOSSES.
We have experienced significant operating losses in each year since our
inception on September 8, 1994. As of June 30, 1999, our accumulated deficit was
approximately $54.7 million, of which 47% is attributable to the write-off of
in-process research and development costs associated with the acquisitions of
Anergen and GenQuest. We may incur substantial additional operating losses over
at least the next several years. Such losses have been and may continue to be
principally the result of the various costs associated with our acquisition
activities, including the expenses associated with the write-off of in-process
research and development, discovery, research and development programs and
preclinical studies and clinical activities. Substantially all of our revenue
and other income to date have resulted from corporate partnerships, other
research, development and licensing arrangements, research grants and interest
income. Our ability to achieve a consistent, profitable level of operations is
dependent in large part upon:
o entering into agreements with corporate partners for product
discovery, research, development and commercialization;
o obtaining regulatory approvals for its products; and
o successfully manufacturing and marketing commercial products.
We may not be able to achieve consistent profitability. In addition, payments
under corporate partnerships and licensing arrangements will be subject to
significant fluctuations in both timing and amounts, resulting in quarters of
profitability and quarters of losses by us. Therefore, our results of operations
for any period may fluctuate and may not be comparable to the results of
operations for any other period.
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OUR NEED FOR, AND ABILITY TO SECURE, ADDITIONAL FUNDING IS UNCERTAIN.
We will require substantial capital resources in order to conduct our
operations. Our future capital requirements will depend on many factors,
including, among others, the following:
o continued scientific progress in our discovery, research and
development programs;
o the magnitude and scope of our discovery, research and
development programs;
o our ability to maintain existing, and establish additional,
corporate partnerships and licensing arrangements;
o progress with preclinical studies and clinical trials;
o the time and costs involved in obtaining regulatory approvals;
o the costs involved in preparing, filing, prosecuting,
maintaining, defending and enforcing patent claims;
o the potential need to develop, acquire or license new
technologies and products; and
o other factors not within our control.
We intend to seek additional funding through corporate partnerships, and
also may seek additional funding through:
o public or private equity financings;
o public or private debt financings; and
o capital lease transactions.
However, additional financing may not be available on acceptable terms, if at
all. Additional equity financings could result in significant dilution to
stockholders. If sufficient capital is not available, we may be required to
delay, reduce the scope of, eliminate or divest one or more of our discovery,
research, development, preclinical or clinical programs or manufacturing
efforts. We believe that our existing capital resources, committed payments
under existing corporate partnerships and licensing arrangements, bank credit
arrangements, equity credit lines, equipment financing and interest income will
be sufficient to fund our current and planned operations over at least the next
18 months. Such funds, however, may not be sufficient to meet our capital needs
for the same period of time. In addition, a substantial number of payments to be
made by our corporate partners and other licensors are dependent upon the
achievement by us of development and regulatory milestones. Failure to achieve
such milestones may significantly harm our future capital position.
WE ARE DEPENDENT ON OUR KEY PERSONNEL.
We are highly dependent on the principal members of our scientific and
management staff, the loss of whose services might significantly delay or
prevent the achievement of our scientific or business objectives. Competition
among biotechnology and biopharmaceutical companies for qualified employees is
intense, and the ability to retain and attract qualified individuals is critical
to our success. We may not be able to attract and retain such individuals
currently or in the future on acceptable terms, or at all, and the failure to do
so would significantly harm our business. In addition, we do not maintain
"keyperson" life insurance on any of our officers, employees or consultants.
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We also have relationships with scientific collaborators at academic and
other institutions, some of who conduct research at our request or assist us in
formulating our research, development or clinical strategy. These scientific
collaborators are not our employees and may have commitments to, or consulting
or advisory contracts with, other entities that may limit their availability to
us. We have limited control over the activities of these scientific
collaborators and can generally expect such individuals to devote only limited
amounts of time to our activities. Failure of any such persons to devote
sufficient time and resources to our programs could harm our business. In
addition, these collaborators may have arrangements with other companies to
assist such companies in developing technologies that may prove competitive to
us.
WE FACE INTENSE COMPETITION.
The biotechnology and biopharmaceutical industries are intensely
competitive. Many companies compete with us in developing alternative therapies
to treat cancer, infectious and autoimmune diseases, including:
o pharmaceutical companies;
o biotechnology companies;
o academic institutions; and
o research organizations.
Moreover, technology controlled by third parties that may be
advantageous to our business may be acquired or licensed by our competitors,
thereby preventing us from obtaining such technology on favorable terms, or at
all.
Many of the companies developing competing technologies and products
have significantly greater financial resources and expertise in discovery,
research and development, manufacturing, preclinical and clinical testing,
obtaining regulatory approvals and marketing than us and our corporate partners.
Other smaller companies may also prove to be significant competitors,
particularly through collaborative arrangements with large and established
companies. Academic institutions, government agencies and other public and
private research organizations may also conduct research, seek patent protection
and establish collaborative arrangements for discovery, research, preclinical
and clinical development, manufacturing and marketing of products similar to
ours. These companies and institutions compete with us in recruiting and
retaining qualified scientific and management personnel as well as in acquiring
technologies complementary to our programs. We and our corporate partners will
face competition with respect to:
o product efficacy and safety;
o the timing and scope of regulatory approvals;
o availability of resources;
o reimbursement coverage;
o price; and
o patent position, including potentially dominant patent positions
of others.
Competitors may develop more effective or more affordable products, or
may achieve earlier patent protection or product commercialization than us and
our corporate partners. Such competitive products may render our products
obsolete.
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<PAGE> 13
WE LACK MANUFACTURING EXPERIENCE AND RELY ON CONTRACT MANUFACTURERS.
We do not currently have significant manufacturing facilities and do not
have significant experience in managing a manufacturing facility. Although we
currently manufacture limited quantities of some antigens and adjuvants, we
intend to rely on third party contract manufacturers to produce large quantities
of such substances for clinical trials and product commercialization until such
time, if ever, that we are in a position to manufacture such substances itself.
Our vaccines and other products have never been manufactured on a commercial
scale. Such products may not be able to be manufactured at a cost or in
quantities necessary to make them commercially viable. Third party manufacturers
may not be able to meet our needs with respect to timing, quantity or quality.
If we are unable to contract for a sufficient supply of required products and
substances on acceptable terms, or if we should encounter delays or difficulties
in our relationships with such manufacturers, our preclinical and clinical
testing would be delayed, thereby delaying the submission of products for
regulatory approval or the market introduction and subsequent sales of such
products. Moreover, contract manufacturers that we may use must continually
adhere to current Good Manufacturing Practices (GMP) regulations enforced by the
United States Food and Drug Administration (FDA) through its facilities
inspection program. If the facilities of such manufacturers cannot pass a
pre-approval plant inspection, the FDA premarket approval of our products will
not be granted.
WE LACK SALES, MARKETING AND DISTRIBUTION CAPABILITY.
We currently have no sales, marketing or distribution capability. We
intend to rely on our corporate partners to market our products. Our corporate
partners may not have effective sales forces and distribution systems. If we are
unable to maintain or establish such relationships and are required to market
any of our products directly, we will need to develop a marketing and sales
force with technical expertise and with supporting distribution capabilities. We
may not be able to maintain or establish such relationships with third parties
or develop in-house sales and distribution capabilities.
WE FACE HEAVY GOVERNMENT REGULATION.
Any products we or our corporate partners develop are subject to
regulation by federal, state and local governmental authorities in the United
States, including the FDA, and by similar agencies in other countries. Any
product we or our corporate partners develop must receive all relevant
regulatory approvals or clearances before it may be marketed in a particular
country. The regulatory process, which includes extensive preclinical studies
and clinical trials of each product in order to establish its safety and
efficacy, is uncertain, can take many years and requires the expenditure of
substantial resources. Data obtained from preclinical and clinical activities
are susceptible to varying interpretations, which could delay, limit or prevent
regulatory approval or clearance. In addition, delays or rejections may be
encountered based upon changes in regulatory policy during the period of product
development and/or the period of review of any application for regulatory
approval or clearance for a product. Delays in obtaining regulatory approvals or
clearances:
o would adversely affect the marketing of any products we or our
corporate partners develop;
o could impose significant additional costs on us or our corporate
partners;
o would diminish any competitive advantages that we or our
corporate partners may attain; and
o could adversely affect our ability to receive royalties and
generate revenues and profits.
Regulatory approval, if granted, may entail limitations on the indicated
uses for which the new product may be marketed that could limit the potential
market for such product. Product approvals, once granted, may be
-12-
<PAGE> 14
withdrawn if problems occur after initial marketing. Furthermore, manufacturers
of approved products are subject to pervasive review, including compliance with
detailed regulations governing GMP. The FDA has recently revised the GMP
regulations. The new Quality System Regulation imposes design controls and makes
other significant changes in the requirements applicable to manufacturers.
Failure to comply with applicable regulatory requirements can result in, among
other things, warning letters, fines, injunctions, civil penalties, recall or
seizure of products, total or partial suspension of production, refusal of the
government to renew marketing applications and criminal prosecution.
We are also subject to numerous federal, state and local laws,
regulations and recommendations relating to:
o safe working conditions;
o laboratory and manufacturing practices;
o the experimental use of animals;
o the environment; and
o the use and disposal of hazardous substances, including
radioactive compounds and infectious disease agents.
In addition, we cannot predict the extent of government regulations or
the impact of new governmental regulations that might have an adverse effect on
the discovery, development, production and marketing of our products. We may be
required to incur significant costs to comply with current or future laws or
regulations. Our business may be harmed by the cost of such compliance.
WE FACE PRODUCT LIABILITY EXPOSURE AND POTENTIAL UNAVAILABILITY OF INSURANCE.
We may experience losses due to product liability claims. We have
obtained limited product liability insurance coverage. Such coverage may not be
adequate or may not continue to be available in sufficient amounts or at an
acceptable cost, or at all. We may not be able to obtain commercially reasonable
product liability insurance for any product approved for marketing. A product
liability claim, product recalls or other claim, as well as any claims for
uninsured liabilities or in excess of insured liabilities, may significantly
harm our business.
OUR PRODUCTS MAY NOT BE ACCEPTED BY THE MARKET.
Any products successfully developed by us or our corporate partners, if
approved for marketing, may never achieve market acceptance. Such products, if
successfully developed, will compete with drugs and therapies manufactured and
marketed by major pharmaceutical and other biotechnology companies. Physicians,
patients or the medical community in general may not accept and utilize any
products that may be developed by us or our corporate partners.
The degree of market acceptance of any products developed by us or our
corporate partners will depend on a number of factors, including:
o the establishment and demonstration of the clinical efficacy and
safety of the product candidates;
o their potential advantage over alternative treatment methods;
and
o reimbursement policies of government and third-party payors.
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<PAGE> 15
WE FACE POTENTIAL VOLATILITY IN OUR STOCK PRICE.
The market prices for securities of biotechnology companies have in the
past been, and can in the future be expected to be, especially volatile. The
market price of our common stock may be subject to substantial volatility
depending upon many factors, including:
o announcements regarding the results of discovery efforts,
preclinical and clinical activities;
o announcements regarding the acquisition of technologies or
companies;
o technological innovations or new commercial products developed
by us or our competitors;
o changes in government regulations;
o changes in our patent portfolio;
o developments or disputes concerning proprietary rights;
o changes in existing corporate partnerships or licensing
arrangements;
o establishment of additional corporate partnerships or licensing
arrangements;
o progress of regulatory approvals;
o issuance of new or changed stock market analyst reports and/or
recommendations;
-14-
<PAGE> 16
o economic and other external factors;
o operating losses by us; and
o fluctuations in our financial results and degree of trading
liquidity in our common stock.
One or more of these factors could significantly harm our business and
decrease the price of our common stock in the public market.
WE FACE UNCERTAINTY RELATED TO PRICING AND REIMBURSEMENT AND HEALTH CARE REFORM.
In both domestic and foreign markets, sales of our or our corporate
partners' products will depend in part on the availability of reimbursement from
third-party payors such as:
o government health administration authorities;
o private health insurers;
o health maintenance organizations;
o pharmacy benefit management companies; and
o other healthcare-related organizations.
Both the federal and state governments in the United States and foreign
governments continue to propose and pass new legislation designed to contain or
reduce the cost of health care. Existing regulations affecting the pricing o
pharmaceuticals and other medical products may also change before any of our or
our corporate partners' products are approved for marketing. Cost control
initiatives could decrease the price that we receive for any product we or any
of our corporate partners may develop in the future. In addition, third-party
payors are increasingly challenging the price and cost-effectiveness of medical
products and services. Significant uncertainty exists as to the reimbursement
status of newly approved health care products, including pharmaceuticals. Our or
our corporate partners' products, if any, may not be considered cost effective
or adequate third-party reimbursement may not be available to enable us or our
corporate partners to maintain price levels sufficient to realize a return on
our investment.
WE ARE CONTROLLED BY A SMALL NUMBER OF EXISTING STOCKHOLDERS.
As of June 30, 1999, our executive officers and directors, together with
entities affiliated with them, beneficially own approximately 39.6% of our
outstanding common stock together with applicable options and warrants held by
such stockholders. The voting power of these stockholders could have the effect
of delaying or preventing a change in control of Corixa.
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<PAGE> 17
USE OF PROCEEDS
The proceeds from the sale of the common stock offered by this
prospectus are solely for the account of the selling shareholders. We will not
receive any proceeds from the sale of these shares.
ISSUANCE OF COMMON STOCK TO SELLING STOCKHOLDERS
In connection with the December 11, 1998 Agreement and Plan of
Reorganization between Yakima Acquisition Corporation, a wholly-owned subsidiary
of Corixa, Corixa and Anergen, Inc., a Delaware corporation ("Anergen"), on
February 11, 1999, International Biotechnology Trust plc ("IBT") purchased
56,741 shares of Corixa's common stock and Warburg, Pincus Ventures, L.P.
("Warburg") purchased 113,483 shares of Corixa's common stock, pursuant to a
Common Stock Purchase Agreement dated December 11, 1998 among Corixa, IBT and
Warburg (the "Private Placement"). As consideration for the shares, IBT and
Warburg provided a bridge loan to Anergen in the aggregate amount of $1,500,000.
The purchases of Corixa's common stock by IBT and Warburg were exempt from
registration pursuant to Rule 506 of Regulation D of the Securities Act of 1933,
as amended.
This prospectus covers the resale of the shares of Corixa common stock
issued in the Private Placement.
PLAN OF DISTRIBUTION
Shares of common stock offered by this prospectus may be offered and
sold from time to time by the selling stockholders. As used in this prospectus,
the term "selling stockholders" includes pledgees, transferees or other
successors-in-interest selling shares received from the selling stockholder as a
pledgor, a borrower or in connection with other non-sale-related transfers after
the date of this prospectus. This prospectus may also be used by transferees of
the selling stockholders, including broker-dealers or other transferees who
borrow or purchase the shares to settle or close out short sales of shares of
common stock. The selling stockholders will act independently of us in making
decisions with respect to the timing, manner and size of each sale. The selling
stockholders may sell shares on the Nasdaq National Market, or in private sales
at negotiated prices directly or through a broker. The selling stockholders and
any underwriters, dealers or agents who participate in the distribution of the
shares may be deemed to be "underwriters" under the Securities Act of 1933. Any
discount, commission or concession received by such persons might be deemed to
be an underwriting discount or commission under the Securities Act. We have
agreed to indemnify the selling stockholders against certain liabilities arising
under the Securities Act.
The selling stockholders will pay selling commissions or brokerage fees,
if any, with respect to the sale of the common stock offered by this prospectus
in amounts customary for this type of transaction. Each selling stockholder will
also pay all applicable transfer taxes and fees for its legal counsel incurred
in connection with the sale of shares.
The anti-manipulation rules under the Securities Exchange Act of 1934
may apply to sales of the shares offered by this prospectus in the market, and
to their own activities and those of their affiliates. The selling stockholders
have advised us that during the time they are engaged in attempting to sell the
shares offered by this prospectus, they will:
o not engage in any stabilization activity in connection with any
of our securities;
o provide copies of this prospectus to each person to whom shares
may be offered, and to each broker-dealer, if any, through whom shares are
offered;
o not bid for or purchase any of our securities or any rights to
acquire our securities, or attempt to induce any person to purchase any of our
securities or rights to acquire our securities other than as permitted under the
Exchange Act;
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<PAGE> 18
o not effect any sale or distribution of the shares offered hereby
until after the prospectus has been appropriately amended or supplemented, if
required; and
o effect all sales of shares in broker's transactions through
broker-dealers acting as agents, in transactions directly with market makers or
in privately negotiated transaction where no broker or other third party (other
than the purchaser) is involved.
We have agreed to maintain the effectiveness of this registration
statement until the earlier of the sale of all the shares offered by this
prospectus or the date that each holder of shares can sell all of the shares it
holds in any three-month period in compliance with Rule 144 promulgated under
the Securities Act, but in no event after February 11, 2000. No sales may be
made pursuant to this prospectus after the expiration date unless we amend or
supplement this prospectus to indicate that we have agreed to extend the period
of effectiveness. The selling stockholders may sell all, some or none of the
shares offered by this prospectus.
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<PAGE> 19
SELLING STOCKHOLDERS
The following table sets forth certain information as of August 5, 1999
with respect to the selling stockholders. The following table assumes that the
selling stockholders sell all of the shares offered by this prospectus. We are
unable to determine the exact number of shares that actually will be sold.
The number and percentage of shares beneficially owned is based on
14,862,053 shares outstanding as of August 5, 1999 determined in accordance with
Rule 13d-3 of the Exchange Act. The information is not necessarily indicative of
beneficial ownership for any other purpose. Under Rule 13d-3, beneficial
ownership includes any shares as to which an individual has sole or shared
voting power or investment power, and also includes shares which an individual
has the right to acquire within 60 days of July 31, 1999 through the exercise of
any stock option or other right. Unless otherwise indicated in the footnotes,
each person has sole voting and investment power (or shares such powers with his
or her spouse) with respect to the shares shown as beneficially owned.
No selling stockholder has had any material relationship with us or any
of our predecessors or affiliates within the last three years.
<TABLE>
<CAPTION>
Shares
Beneficially Shares Offered Shares
Owned Prior to by this Beneficially Owned
Selling Stockholder the Offering(1) Prospectus After the Offering
------------------- ------------------ -------------- ------------------
Number Percent Number Percent
------- ------- ------ -------
<S> <C> <C> <C> <C> <C>
Warburg, Pincus Ventures, L.P. 122,309 * 113,483 8,826 *
International Biotechnology Trust plc 193,128 1.29 56,741 136,387 *
</TABLE>
- ----------
* Less than 1%
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<PAGE> 20
LEGAL MATTERS
The validity of the issuance of the common stock offered by this
prospectus will be passed upon by Venture Law Group, A Professional Corporation,
Kirkland, Washington, counsel to Corixa Corporation.
EXPERTS
The consolidated financial statements of Corixa Corporation appearing in
Corixa Corporation's Annual Report (Form 10-K) for the year ended December 31,
1998, have been audited by Ernst & Young LLP, independent auditors, as set forth
in their report thereon included therein and incorporated herein by reference.
Such financial statements are incorporated herein by reference in reliance upon
such report given on the authority of such firm as experts in accounting and
auditing.
The financial statements of Anergen, Inc. as of December 31, 1998 and
1997 and for each of the three years in the period ended December 31, 1998
appearing in Corixa Corporation's Current Report on Form 8-K dated August 9,
1999 have been audited by Ernst & Young LLP, independent auditors, as set forth
in their report thereon included therein and incorporated herein by reference.
Such financial statements are incorporated herein by reference in reliance upon
such report given on the authority of such firm as experts in accounting and
auditing.
The financial statements of GenQuest Inc. as of December 31, 1997 and
1996 and for the years then ended and for the period from July 14, 1995 (date of
inception) to December 31, 1997 appearing in Corixa Corporation's Current Report
on Form 8-K dated August 9, 1999 have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such financial statements are incorporated
herein by reference in reliance upon such report given on the authority of such
firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a registration statement on Form S-3 that we
filed with the Securities and Exchange Commissions. Certain information in the
registration statements has been omitted from this prospectus in accordance with
the rules of the SEC. We file proxy statements and annual, quarterly and special
reports and other information with the SEC. You can inspect and copy the
registration statement as well as the reports, proxy statements and other
information we have filed with the SEC at the public reference room maintained
by the SEC at 450 Fifth Street, N.W., Washington, D.C., and at the SEC Regional
Offices located at Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and 7 World Trade Center, Suite 1300, New York, New
York 10048. You can call the SEC at 1-800-732-0330 for further information about
the public reference rooms. We are also required to file electronic versions of
these documents with the SEC, which may be accessed from the SEC's World Wide
Web site at http://www.sec/gov. Reports, proxy and information statements and
other information concerning Corixa Corporation may be inspected at The Nasdaq
Stock Market at 1735 K Street, N.W., Washington, D.C. 20006.
The SEC allows us to "incorporate by reference" certain of our
publicly-filed documents into this prospectus, which means that information
included in those documents is considered part of this prospectus. Information
that we file with the SEC after the effective date of this prospectus will
automatically update and supersede this information. We incorporate by reference
the documents listed below and any future filings made with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, until the selling
stockholders have sold all the shares.
The following documents filed with the SEC are incorporated by reference
in this prospectus:
1. Our Annual Report on Form 10-K for the year ended December 31,
1998 (File No 0-22891).
2. Our definitive Proxy Statement dated March 22, 1999, filed in
connection with our May 5, 1999 Annual Meeting of Stockholders.
3. Our Quarterly Reports on Form 10-Q for the quarters ended March
31, 1999 (File No 0-22891) and June 30, 1999 (File No 0-22891).
4. Our Current Reports on Form 8-K, filed with the SEC on February
12, 1999, April 23, 1999, June 3, 1999, June 30, 1999, August 9, 1999 and
August 18, 1999 (File No. 0-22891).
5. The description of our common stock in our Registration
Statements on Form 8-A filed with the SEC on July 25, 1997 and September 22,
1997 (File No. 0-22891).
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<PAGE> 21
We will furnish without charge to you, on written or oral request, a
copy of any or all of the documents incorporated by reference, other than
exhibits to those documents. You should direct any requests for documents to
Michelle Burris, Chief Financial Officer, 1124 Columbia Street, Suite 200,
Seattle, WA 98104-2040, telephone: (206) 754-5711.
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<PAGE> 22
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses payable by the
Registrant in connection with the sale and distribution of the common stock
being registered. Selling commissions and brokerage fees and any applicable
transfer taxes and fees and disbursements of counsel for the selling
stockholders are payable individually by the selling stockholders. All amounts
shown are estimates except the SEC registration fee and the Nasdaq listing fee.
<TABLE>
<CAPTION>
Amount
To be Paid
----------
<S> <C>
SEC registration fee.............................................................. $ 660
Legal fees and expenses .......................................................... 15,000
Accounting fees and expenses ..................................................... 7,500
Nasdaq listing fees .............................................................. 17,500
(Includes the listing fees for this prospectus as well as the fees
for the shares to be listed pursuant to the Registration Statement on
Form S-4 filed on June 30, 1999 by the Company.)
Miscellaneous expenses ........................................................... 5,000
-------
Total .................................................................... $45,660
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted by Section 145 of the Delaware General Corporation Law, the
Registrant's Restated Certificate of Incorporation includes a provision that
eliminates the personal liability of its directors for monetary damages for
breach or alleged breach of their duty of care. In addition, as permitted by
Section 145 of the Delaware General Corporation Law, the Bylaws of the
Registrant provide that: (1) the Registrant is required to indemnify its
directors, to the fullest extent permitted by Delaware law, including in those
circumstances in which indemnification would otherwise be discretionary; (ii)
the Registrant may, in its discretion, indemnify officers, employees and agents
in those circumstances where indemnification is not required by law; (iii) the
Registrant is required to advance expenses, as incurred, to its directors in
connection with defending a proceeding (except that it is not required to
advance expenses to a person against whom the Registrant brings a claim for
breach of the duty of loyalty, failure to act in good faith, intentional
misconduct, knowing violation of law or deriving an improper personal benefit);
(iv) the rights conferred in the Bylaws are not exclusive, and the Registrant is
authorized to enter into indemnification agreements with its directors,
executive officers and employees; and (v) the Registrant may not retroactively
amend the Bylaw provisions in a way that it adverse to such directors, executive
officers and employees.
The Registrant's policy is to enter into indemnification agreements with
each of its directors that provide the maximum indemnity allowed to directors
and executive officers by Section 145 of the Delaware General Corporation Law
and the Bylaws, as well as certain additional procedural protections. In
addition, such indemnity agreements provide that directors will be indemnified
to the fullest possible extent not prohibited by law against all expenses
(including attorney's fees) and settlement amounts paid or incurred by them in
any action or proceeding, including any derivative action by or in the right of
the Registrant, on account of their services as directors or executive officers
of the Registrant or as directors or officers of any other company or enterprise
when they are serving in such capacities at the request of the Registrant. The
Registrant will not be obligated pursuant to the indemnity agreements to
indemnify or advance expenses to an indemnified party with respect to
proceedings or claims initiated by the indemnified party and not by way of
defense, except with respect to proceedings specifically authorized by the Board
of Directors or brought to enforce a right to indemnification under the
indemnity agreement, the Registrant's Bylaws or any statute or law. Under the
agreements, the Registrant is not obligated to
II-1
<PAGE> 23
indemnify the indemnified party (i) for any expenses incurred by the indemnified
party with respect to any proceeding instituted by the indemnified party to
enforce or interpret the agreement, if a court of competent jurisdiction
determines that each of the material assertions made by the indemnified party in
such proceeding was not made in good faith or was frivolous; (ii) for any
amounts paid in settlement of a proceeding unless the Registrant consents to
such settlement; (iii) with respect to any proceeding brought by the Registrant
against the indemnified party for willful misconduct, unless a court determines
that each of such claims was not made in good faith or was frivolous; (iv) on
account of any suit in which judgment is rendered against the indemnified party
for an accounting of profits made from the purchase or sale by the indemnified
party of securities of the Registrant pursuant to the provisions of Section
16(b) of the Exchange Act and related laws; (v) on account of the indemnified
party's conduct which is finally adjudged to have been knowingly fraudulent or
deliberately dishonest, or to constitute willful misconduct or a knowing
violation of the law; (vi) an account of any conduct from which the indemnified
party derived an improper personal benefit; (vii) on account of conduct the
indemnified party believed to be contrary to the best interests of the
Registrant or its stockholders; (viii) on account of conduct that constituted a
breach of the indemnified party's duty of loyalty to the Registrant or its
stockholders; or (ix) if a final decision by a court having jurisdiction in the
matter shall determine that such indemnification is not lawful.
The indemnification provision in the Bylaws and the indemnification
agreements entered into between the Registrant and its directors, may be
sufficiently broad to permit indemnification of the Registrant's directors for
liabilities arising under the Securities Act.
In connection with this offering, the selling stockholders have agreed
to indemnify the Registrant, its directors and officers and each such person who
controls the Registrant, against any and all liability arising from inaccurate
information provided to the Registrant by the selling stockholders and contained
herein up to a maximum of the net proceeds received by the selling stockholders
from the sale of their shares hereunder (except such maximum shall not apply in
the case of willful fraud by such selling stockholders).
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
-------- ----------------------
<S> <C>
5.1 Opinion of Venture Law Group, A Professional Corporation (see
page II-6
23.1 Consent of Ernst & Young LLP, Independent Auditors (see page
II-7)
23.2 Consent of Ernst & Young LLP, Independent Auditors (see page
II-8)
23.3 Consent of Ernst & Young LLP, Independent Auditors (see page
II-9)
23.4 Consent of Counsel (included in Exhibit 5.1) (see page II-6)
23.5 Consent of KPMG LLP, Independent Auditors (see page II-10)
24.1 Power of Attorney (see page II-4)
</TABLE>
- ----------
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 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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.
II-2
<PAGE> 24
(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 the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions referred to in Item 15 above 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 of 1933 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 against the Registrant 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 of 1933 and will be governed by the
final adjudication of such issue.
II-3
<PAGE> 25
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned Registrant has duly caused this Amendment No. 1 to the Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Seattle, State of Washington, on the 18th day of
August, 1999.
CORIXA CORPORATION
By: /s/ Steven Gillis
-------------------------------------
Steven Gillis, Ph.D.
Chairman
and Chief Executive Officer
POWER OF ATTORNEY
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
*/s/ Steven Gillis Chairman, Chief Executive August 18, 1999
- ---------------------------------------- Officer and Director (Principal
Steven Gillis, Ph.D. Executive Officer)
*/s/ Michelle Burris Vice President and Chief Financial August 18, 1999
- ---------------------------------------- Officer (Principal Financial and
Michelle Burris Accounting Officer)
*/s/ Mark McDade President, Chief Operating Officer and August 18, 1999
- ---------------------------------------- Director
Mark McDade
*/s/ Joseph S. Lacob Director August 18, 1999
- ----------------------------------------
Joseph S. Lacob
*/s/ Andrew E. Senyei Director August 18, 1999
- ----------------------------------------
Andrew E. Senyei
*By: /s/ Steven Gillis Attorney-in-Fact August 18, 1999
------------------------------------
Steven Gillis
Attorney-in-fact
</TABLE>
II-4
<PAGE> 26
CORIXA CORPORATION
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Page
------- ------------
<S> <C> <C>
5.1 Opinion of Venture Law Group, A Professional Corporation II-6
23.1 Consent of Ernst & Young LLP, Independent Auditors II-7
23.2 Consent of Ernst & Young LLP, Independent Auditors II-8
23.3 Consent of Ernst & Young LLP, Independent Auditors II-9
23.4 Consent of Counsel (included in Exhibit 5.1) II-6
23.5 Consent of KPMG LLP, Independent Auditors II-10
24.1 Power of Attorney (see page II-4) II-4
</TABLE>
II-5
<PAGE> 1
EXHIBIT 5.1
August 18, 1999
Corixa Corporation
1124 Columbia Street, Suite 200
Seattle, WA 98104
REGISTRATION STATEMENT ON FORM S-3 (FILE NO. 333-84841)
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 that was filed
by you with the Securities and Exchange Commission on or about August 9, 1999
and have examined Amendment No. 1 thereto that will be filed on or about August
18, 1999 (as amended, the "Registration Statement") in connection with the
registration under the Securities Act of 1933 of shares of your common stock
(the "Shares"), to be sold by certain shareholders listed in the Registration
Statement (the "Selling Shareholders"). As your legal counsel in connection with
this transaction, we have examined the proceedings taken and are familiar with
the proceedings proposed to be taken by you in connection with the sale of the
Shares.
It is our opinion that the Shares, when sold by the selling shareholders
in the manner described in the Registration Statement, will be legally and
validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever it appears in the
Registration Statement and in any amendment to it.
Sincerely,
VENTURE LAW GROUP
A Professional Corporation
/s/ VENTURE LAW GROUP
II-6
<PAGE> 1
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP INDEPENDENT AUDITORS
The Board of Directors
Corixa Corporation
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-3 No. 333-84841) and related Prospectus of
Corixa Corporation for the registration of 170,224 shares of its common stock
and to the incorporation by reference therein of our report dated February 3,
1999, with respect to the consolidated financial statements of Corixa
Corporation included in its Annual Report (Form 10-K) for the year ended
December 31, 1998, filed with the Securities and Exchange Commission.
Ernst & Young LLP
Seattle, Washington
August 18, 1999
II-7
<PAGE> 1
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 333-84841) and related Prospectus of Corixa
Corporation for the registration of 170,224 shares of its common stock and to
the incorporation by reference therein of: (i) our report dated February 22,
1999 with respect to the financial statements of Anergen, Inc. included in
Current Report on Form 8-K of Corixa Corporation dated August 9, 1999; and (ii)
our report dated February 6, 1998 except for the second paragraph of Note 1, as
to which the date is December 21, 1998 with respect to the financial statements
of Anergen, Inc., included in Current Report on Form 8-K of Corixa Corporation
dated February 12, 1999, filed with the Securities and Exchange Commission.
Ernst & Young LLP
Seattle, Washington
August 18, 1999
II-8
<PAGE> 1
EXHIBIT 23.3
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 333-84841) and related Prospectus of Corixa
Corporation for the registration of 170,224 shares of its common stock and to
the incorporation by reference therein of our report dated January 28, 1998
except for Note 9, as to which the date is February 28, 1998 with respect to the
financial statements of GenQuest Inc. included in Corixa Corporation's dated
August 9, 1999 Current Report on Form 8-K of filed with the Securities and
Exchange Commission.
Ernst & Young LLP
Seattle, Washington
August 18, 1999
II-9
<PAGE> 1
EXHIBIT 23.5
CONSENT OF KPMG LLP, INDEPENDENT AUDITOR
The Board of Directors
Ribi ImmunoChem Research, Inc.:
We consent to the incorporation by reference in the registration statement (No.
333-84841) on Form S-3 of Corixa Corporation of our report dated January 22,
1999, with respect to the balance sheets of Ribi ImmunoChem Research, Inc. as
of December 31, 1998 and 1997, and the related statements of operations,
stockholders' equity and comprehensive income, and cash flows for each of the
years in the three-year period ended December 31, 1998, which report appears in
the Form 8-K of Corixa Corporation dated August 18, 1999.
KPMG LLP
Billings, Montana
August 18, 1999
II-10
