ALZA TTS RESEARCH PARTNERS LTD
10-Q, 1996-08-09
PHARMACEUTICAL PREPARATIONS
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<PAGE>


                                    UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION

                                Washington, D.C. 20549

                                       FORM 10-Q


  X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- -----  EXCHANGE ACT OF 1934

       For the quarterly period Ended June 30, 1996 or
                                      -------------


- ------ 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 0-11839


                           ALZA TTS RESEARCH PARTNERS, LTD.
- --------------------------------------------------------------------------------
                (Exact name of registrant as specified in its charter)


             California                          94-2863497
- ----------------------------------      ------------------------------
  (State or other jurisdiction                 (I.R.S. Employer
 of incorporation or organization)          Identification Number)


         950 Page Mill Road, P.O. Box 10950, Palo Alto, CA, 94303-0802
- --------------------------------------------------------------------------------
               (Address of principal executive offices)      (Zip Code)


Registrant's telephone number, including area code  (415) 494-5300
                                                   -----------------
    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
                                  -----     -----


<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS


                           ALZA TTS RESEARCH PARTNERS, LTD.
                               (A limited partnership)

                     Statements of Revenue Collected and Expenses
                                     (unaudited)


                                 Three Months                Six Months
                                Ended June 30,             Ended June 30,
                              -----------------          ------------------
                              1996         1995          1996          1995
                           ----------   ----------    ----------    ----------
REVENUE:
 Royalty income            $1,821,191   $1,011,579    $3,038,740    $1,992,307
 Interest income                8,294        4,313        13,858         8,291
                           ----------   ----------    ----------    ----------

   Total revenue            1,829,485    1,015,892     3,052,598     2,000,598


EXPENSES:
 General and
    administrative             18,441       21,718        45,891        56,140
                           ----------   ----------    ----------    ----------
NET INCOME                 $1,811,044   $  994,174    $3,006,707    $1,944,458
                           ----------   ----------    ----------    ----------
                           ----------   ----------    ----------    ----------


Allocation of net income:

 General Partner           $   18,110   $    9,942    $   30,067    $   19,445
 Class A Limited Partners   1,792,934      984,232     2,976,640     1,925,013
 Class B Limited Partner            -            -             -             -
                           ----------   ----------    ----------    ----------

NET INCOME                 $1,811,044   $  994,174    $3,006,707    $1,944,458
                           ----------   ----------    ----------    ----------
                           ----------   ----------    ----------    ----------
NET INCOME PER CLASS A
  LIMITED PARTNERSHIP
     UNIT                  $   560.29   $   307.57    $   930.20    $   601.57
                           ----------   ----------    ----------    ----------
                           ----------   ----------    ----------    ----------


                               See accompanying notes.


                                         -2-

<PAGE>

                           ALZA TTS RESEARCH PARTNERS, LTD.
                               (A limited partnership)

                        Statements of Assets, Liabilities and
                             Partners' Capital (Deficit)


                                                  June 30,    December 31,
                                                    1996         1995
                                                -----------   -----------
                                                (unaudited)
ASSETS

Current assets - Cash                           $    62,305   $    48,245
                                                -----------   -----------
                                                -----------   -----------


LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

Current liabilities - Payable to
    ALZA Corporation                            $   205,886   $   227,446


Partners' capital (deficit):
    Class A Limited Partners,
      3,200 units outstanding                      (170,716)     (336,732)
    Class B Limited Partner                          28,615       159,343
    General Partner                                  (1,480)       (1,812)
                                                -----------   -----------

    Total partners' (deficit)                      (143,581)     (179,201)
                                                -----------   -----------

                                                $    62,305   $    48,245
                                                -----------   -----------
                                                -----------   -----------


                               See accompanying notes.


                                         -3-

<PAGE>

                           ALZA TTS RESEARCH PARTNERS, LTD.
                               (A limited partnership)

                      Statement of Partners' Capital (Deficit)
                                     (unaudited)


                     Class A       Class B                         Total
                     Limited       Limited         General       Partners'
                     Partners      Partner         Partner        Capital
                   ------------   ------------   ------------   ------------

BALANCE,
  DECEMBER 31,
  1993             $   (764,075)  $    482,259   $     (2,883)  $   (284,699)

Net income            3,052,032              -         30,828      3,082,860
Payments to
  partners           (2,868,864)      (133,435)       (30,309)    (3,032,608)
                   ------------   ------------   ------------   ------------

BALANCE,
  DECEMBER 31,
  1994                 (580,907)       348,824         (2,364)      (234,447)

Net income            4,318,031              -         43,616      4,361,647
Payments to
  partners           (4,073,856)      (189,481)       (43,064)    (4,306,401)
                   ------------   ------------   ------------   ------------

BALANCE,
  DECEMBER 31,
  1995                 (336,732)       159,343         (1,812)      (179,201)

Net income            2,976,640              -         30,067      3,006,707
Payments to
  partners           (2,810,624)      (130,728)       (29,735)    (2,971,087)
                   ------------   ------------   ------------   ------------

BALANCE,
  JUNE 30,
  1996             $   (170,716)  $     28,615   $     (1,480)  $   (143,581)
                   ------------   ------------   ------------   ------------
                   ------------   ------------   ------------   ------------

                               See accompanying notes.


                                         -4-

<PAGE>



                           ALZA TTS RESEARCH PARTNERS, LTD.
                               (A limited partnership)

                               Statements of Cash Flows
                   For the Six Months Ended June 30, 1996 and 1995
                             Increase (Decrease) in Cash
                                     (unaudited)



                                                 Six Months Ended June 30,
                                                    1996           1995
                                                 ----------     ----------

Cash flows from operating activities:

    Net income                                   $3,006,707     $1,944,458

    Adjustments to reconcile net income
      to net cash used in operating
      activities:

    Payments to Partners                         (2,971,087)    (1,924,654)

    Decrease in liabilities:
      Payable to ALZA Corporation                   (21,560)       (11,515)
                                                 ----------     ----------

Net cash provided by operating
    activities                                       14,060          8,289

Cash at beginning of period                          48,245         28,155
                                                 ----------     ----------


Cash at end of period                            $   62,305     $   36,444
                                                 ----------     ----------
                                                 ----------     ----------


                               See accompanying notes.


                                         -5-

<PAGE>


                                                ALZA TTS Research Partners, Ltd.
                                                                   June 30, 1996



NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)


1.  BASIS OF PRESENTATION

    INTRODUCTION

    The financial statements of ALZA TTS Research Partners, Ltd. (the
    "Partnership") included herein should be read in conjunction with the
    audited financial statements included in the Partnership's Annual Report on
    Form 10-K for the year ended December 31, 1995.  The accompanying interim
    financial statements of the Partnership for the six months ended June 30,
    1996 and June 30, 1995 are unaudited but include all adjustments which the
    General Partner (ALZA Development Corporation, a wholly-owned subsidiary of
    ALZA Corporation) believes necessary for fair presentation.  These
    financial statements have been prepared on a modified basis of cash
    receipts and disbursements, which is a comprehensive basis of accounting
    other than generally accepted accounting principles in that royalty
    revenues are not recognized until the related cash is received.

    The Partnership currently maintains its books for income tax purposes on
    the accrual basis.  The Partnership applied to the Internal Revenue Service
    ("IRS") to change its income tax reporting method to the accrual basis,
    effective January 1, 1994.  See Note 3 for further discussion.


                                         -6-

<PAGE>

                                                ALZA TTS Research Partners, Ltd.
                                                                   June 30, 1996




    Organization

    The Partnership was formed on December 30, 1982 to conduct research and
    development on products combining the proprietary transdermal therapeutic
    system technology of ALZA Corporation ("ALZA") with certain generic
    compounds (the "TTS Partnership Products").  On April 22, 1983, the closing
    of the sale to the public of Class A Limited Partnership interests took
    place.  At June 30, 1996 the Partnership's capital consisted of 3,200 Class
    A Limited Partnership units purchased for $5,000 each, an original
    investment by the Class B Limited Partner of $750,000 and an original
    investment by the General Partner of $169,192. Under the terms of the
    Agreement of Limited Partnership (the "Partnership Agreement"), net losses
    were allocated as follows:  first, 1% to the General Partner and 99% to the
    Class A Limited Partners and then, after the capital account of the Class A
    Limited Partners was reduced to zero, 1% to the General Partner and 99% to
    the Class B Limited Partner.  After the capital accounts of the Class A and
    Class B Limited Partners were reduced to zero, losses were allocated 100%
    to the General Partner.

    Under the terms of the Partnership Agreement, net income is allocated in
    the inverse order of the losses previously allocated.  To the extent losses
    were allocated 100% to the General Partner, net income was allocated 100%
    to the General Partner in an amount equal to such losses prior to any
    allocation of net income to the Limited Partners.  Then, to the extent
    losses were allocated 99% to the Class 


                                         -7-

<PAGE>

                                                ALZA TTS Research Partners, Ltd.
                                                                   June 30, 1996



    B Limited Partner, any net income was allocated 99% to the Class B 
    Limited Partner (and 1% to the General Partner) in an amount equal to 
    such losses prior to any net income being allocated to the Class A 
    Limited Partners.  Currently, net income is being allocated 99% to the 
    Class A Limited Partners and 1% to the General Partner.

    The General Partner is required by the Partnership Agreement to distribute,
    on a quarterly basis, all of the Partnership's Excess Cash (which consists
    of all cash received by the Partnership less all amounts expended in the
    conduct of the Partnership's business, including administrative expenses,
    and working capital) in proportion to the Partners' respective capital
    contribution percentages.  Given the methodology for the allocation of
    losses and income as discussed above, deficit capital account balances have
    resulted in the Class A Limited Partners' and General Partner's capital
    accounts and will continue until future allocated income exceeds cumulative
    cash distributions required of the General Partner.

2.  ROYALTY INCOME

    Janssen Pharmaceutica, Inc. (together with its affiliates "Janssen"), a
    subsidiary of Johnson and Johnson, began marketing Duragesic-Registered
    Trademark- (fentanyl transdermal system) in the United States during the
    second quarter of 1991, and in Canada during the second quarter of 1992.
    In addition, Janssen has launched Duragesic-Registered Trademark- in 14
    other countries worldwide.  During the second quarter of 1994, ALZA,


                                         -8-

<PAGE>

                                                ALZA TTS Research Partners, Ltd.
                                                                   June 30, 1996



    through its sales and marketing division, ALZA Pharmaceuticals, began
    co-promoting Duragesic-Registered Trademark- in the United States with
    Janssen.  As provided by the agreement between ALZA and Janssen, quarterly
    sales reports and the resulting payments to ALZA on Duragesic-Registered
    Trademark- sold by Janssen are due 90 days after the end of each quarter.

    In April 1994, ALZA, through ALZA Pharmaceuticals, began marketing
    Testoderm-Registered Trademark- (testosterone transdermal system) in the
    United States.  The product is expected to be marketed by one or more
    distributors outside the United States.   Commercialization Agreements for
    Testoderm-Registered Trademark- have been signed with Pharmagenesis, Inc.
    covering China, Hong Kong, Macau and Taiwan, and with SciTech Genetics
    covering 13 other Asian countries.  Initial product launches are expected
    in such countries within two years after receipt of necessary regulatory
    approvals.  In addition, Testoderm-Registered Trademark- has been cleared
    for marketing in more than ten European countries.

    Agreements between ALZA and the Partnership provide for ALZA to report
    sales and make associated royalty payments to the Partnership within 90
    days after the end of the quarter in which ALZA receives sales information
    and payment from Janssen on sales of Duragesic-Registered Trademark-.  In
    addition, within 90 days after the end of each calendar quarter, ALZA
    reports sales and makes associated royalty payments to the Partnership with
    respect to ALZA's sales of Testoderm-Registered Trademark- in the United
    States during such quarter.  Under these agreements, the Partnership is
    entitled to receive 4% of


                                         -9-

<PAGE>

                                                ALZA TTS Research Partners, Ltd.
                                                                   June 30, 1996



    net sales of Duragesic-Registered Trademark- and Testoderm-Registered
    Trademark-. Payments to the Partnership are expected to be made in a manner
    similar to those for Duragesic-Registered Trademark- with respect to any
    sales by Testoderm-Registered Trademark- distributors outside the United
    States.

3.  TAX BASIS CAPITAL

    The Partnership maintains its books for financial reporting purposes using
    a modified basis of cash receipts and disbursements which is different from
    accrual basis accounting in that royalty revenues are not recognized until
    the related cash is received.  Prior to fiscal year 1994, the Partnership's
    income tax reporting method was consistent with the method used for
    financial reporting purposes.

    The Partnership applied to the IRS to change its income tax reporting
    method to the accrual basis, effective January 1, 1994.  The IRS accepted
    the application and agreed to the Partnership making a one time adjustment
    which is being recognized over three years, beginning in 1994.  The
    application was filed to change the Partnership's income tax reporting
    method to a method which is consistent with the current Internal Revenue
    Code.

    A reconciliation of partners' deficit for financial reporting purposes, as
    described in this report, to the partners' capital for tax reporting
    purposes is shown below.  The current difference between financial and tax
    basis statements is due to i) the deferred revenue


                                         -10-

<PAGE>

                                                ALZA TTS Research Partners, Ltd.
                                                                   June 30, 1996




    resulting from the accounting method change (discussed above), ii) royalty
    income accrued to be consistent with the accounting method change, and iii)
    the syndication costs, which reduce partners' capital for financial
    reporting purposes but which are recorded as an asset for tax purposes.

    Partners' deficit for financial reporting
      purposes at June 30, 1996                                $  (143,581)

    Deferred Revenue - Section 481(a) adjustment
      due to accounting method change (Total
      adjustment $1,123,277; 1994 adjustment
      $374,426; 1995 adjustment $374,426; 1996
      adjustment $187,212)                                        (187,213)

    Accounts Receivable - Accrued royalty
      revenue                                                    2,750,198

    Syndication costs charged to partners'
      capital for financial purposes                             1,810,059
                                                               -----------

    Partners' capital for tax reporting
      purposes at June 30, 1996                                $ 4,229,463
                                                               -----------
                                                               -----------

4.  RELATED PARTY TRANSACTIONS

    ALZA Development Corporation, a wholly-owned subsidiary of ALZA, is the
    General Partner of the Partnership.

    ALZA, under a research and development contract (the "Development
    Contract"), performed all research and product development for the
    Partnership until 1987, when the Partnership had no more funds to continue
    these activities. The Partnership requires certain administrative,


                                         -11-

<PAGE>

                                                ALZA TTS Research Partners, Ltd.
                                                                   June 30, 1996



    accounting, contract management, and record keeping services which are
    presently being provided by ALZA and billed to the Partnership at ALZA's
    standard administrative services rate.


                                         -12-

<PAGE>

                                                ALZA TTS Research Partners, Ltd.
                                                                   June 30, 1996




Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS


    LIQUIDITY AND CAPITAL RESOURCES

    Essentially all of the Partnership's Total Funds (as defined in the
    Development Contract) have been utilized.  Total Funds consisted of the net
    proceeds from the sale by the Partnership of the Class A limited
    partnership interests, the General Partner's and Class B Limited Partner's
    capital contributions to the Partnership, and interest and other income
    earned through temporary investment of Partnership funds, less all
    necessary expenses of operating the Partnership.

    For the quarter ended June 30, 1996, cash provided from royalties on the
    Duragesic-Registered Trademark- and Testoderm-Registered Trademark-
    products increased from $1,011,579 in the same period of 1995 to
    $1,821,191.  Cash received by the Partnership, less amounts for
    administrative expenses and working capital, is distributed to the
    Partners.  Because the Partnership does not make commercialization
    decisions regarding TTS Partnership Products, its potential royalty stream
    and income are not within the Partnership's control.

    The Partnership granted ALZA an option (the "Continuation Option") to
    continue the development of any TTS Partnership Product which the
    Partnership determined for any reason (including lack of funds) not to
    complete.  ALZA exercised the Continuation Option for all TTS Partnership
    Products in 1987.  As a result, ALZA may fund (or obtain funding for)


                                         -13-

<PAGE>

                                                ALZA TTS Research Partners, Ltd.
                                                                   June 30, 1996




    the development of any TTS Partnership Product through the earlier of (i)
    approval either by the United States Food and Drug Administration ("FDA")
    or regulatory authorities in certain foreign countries or (ii) ALZA's
    exercise of the "License Option" described below.  The Duragesic-Registered
    Trademark- and Testoderm-Registered Trademark- products were completed by
    ALZA, without the use of the Partnership's funds, under the Continuation
    Option.

    The Partnership also granted ALZA an option (the "License Option") to
    acquire a worldwide license, including the right to sublicense, make, use
    and sell, any or all of the TTS Partnership Products, on a product-by-
    product basis.  Each license is exclusive for a period of thirteen years 
    after the actual reduction to practice of the product and nonexclusive 
    thereafter.  In 1990, ALZA exercised its License Option for the 
    Duragesic-Registered Trademark- and Testoderm-Registered Trademark-
    products.

    Under the terms of the agreements between ALZA and the Partnership, the
    payments to the Partnership under the license for each TTS Partnership
    Product will be reduced (subject to certain limitations) in proportion to
    the development costs of the product not funded by the Partnership, but not
    below 4% of net sales.  In accordance with the agreements, the Partnership
    is entitled to receive 4% of net sales of the Duragesic-Registered
    Trademark- and Testoderm-Registered Trademark- products.

    In August 1990, Duragesic-Registered Trademark- was cleared for marketing
    by the FDA for management of severe chronic pain when opioid analgesia is
    indicated, such as in the management of cancer pain.  ALZA and the
    Partnership entered into an agreement


                                         -14-

<PAGE>

                                                ALZA TTS Research Partners, Ltd.
                                                                   June 30, 1996



    with Janssen pursuant to which Janssen has rights to market the
    Duragesic-Registered Trademark- product in the United States and most
    international markets.  Janssen launched Duragesic-Registered Trademark- in
    the United States during the second quarter of 1991, and in Canada in April
    1992.  Janssen has also launched Duragesic-Registered Trademark- in 14
    other countries worldwide. Submissions for marketing clearance are on file
    in a number of other countries.  During the second quarter of 1994, ALZA,
    through its sales and marketing division, ALZA Pharmaceuticals, began
    co-promoting Duragesic-Registered Trademark- in the United States with
    Janssen.

    In October 1993, Testoderm-Registered Trademark- was cleared for marketing
    in the United States.  The product is a controlled release dosage form of
    the male hormone testosterone designed to re-establish in hypogonadal males
    the plasma concentrations of testosterone observed in healthy young men.
    ALZA, through ALZA Pharmaceuticals, launched the product in the United
    States in April 1994.  The product is expected to be marketed by one or
    more distributors outside the United States.  Commercialization Agreements
    for Testoderm-Registered Trademark- have been signed with Pharmagenesis,
    Inc. covering China, Hong Kong, Macau and Taiwan, and with SciTech Genetics
    covering 13 other Asian countries.  Initial product launches are expected
    in such countries within two years after receipt of necessary regulatory
    approvals.  In addition, Testoderm-Registered Trademark- has been cleared
    for marketing in more than ten European countries.

    TTS Partnership Products other than the Duragesic-Registered Trademark- and
    Testoderm-Registered Trademark- products were at very early stages of


                                         -15-

<PAGE>

                                                ALZA TTS Research Partners, Ltd.
                                                                   June 30, 1996




    development when essentially all of the Partnership's Total Funds were
    exhausted.  Substantial expenditures would be required if the development
    of these products were to be completed and the products commercialized.  No
    arrangements have been made with development partners for such products and
    further activities are not contemplated at this time.

    RESULTS OF OPERATIONS

    From 1982 through 1987 the Partnership utilized all of the funds raised at
    the time of its formation, primarily to fund product development at ALZA.
    Until the introduction of Duragesic-Registered Trademark- in 1991, the
    Partnership had been without cash for either operations or distribution
    since 1987.

    The Partnership earned net income during the second quarter of 1996 of
    $1,811,044 as compared to $994,174 for the second quarter of 1995.  The
    Partnership's royalty income received from ALZA, resulting from Janssen's
    reported net sales of Duragesic-Registered Trademark- and ALZA's sales of
    Testoderm-Registered Trademark-, was $1,821,191 during the second quarter
    of 1996 as compared to $1,011,579 for the second quarter of 1995.  The
    increase is due to increased sales of Duragesic-Registered Trademark-.  As
    stated above, the Partnership does not make commercialization decisions
    regarding TTS Partnership Products; therefore, its potential royalty stream
    and income are not within the Partnership's control.  The Partnership had
    interest income of $8,294 for the second quarter of 1996 as compared to
    interest income of $4,313 for the second quarter of 1995. The increase was
    due to a higher level of cash available


                                         -16-

<PAGE>

                                                ALZA TTS Research Partners, Ltd.
                                                                   June 30, 1996



    for investment during the second quarter of 1996 as a result of the royalty
    payment received during the quarter.

    The Partnership had no research and development expenses during the second
    quarter of 1996 and the second quarter of 1995 due to the fact that the
    Partnership has expended essentially all of its Total Funds.

    General and administrative expenses for the continuing administrative
    support required for the Partnership are payable to ALZA under an
    administrative services agreement between ALZA and the Partnership.
    General and administrative expenses were $18,441 for the second quarter of
    1996 as compared to $21,718 for the second quarter of 1995.

    In 1994, payments made to ALZA for past administrative services totaled
    $135,307.  In 1995, payments for administrative services totaled $138,607.
    In the first six months of 1996, payments for administrative services have
    totaled $70,253.  Between December 1987 (at which time all Partnership
    funds raised at the time of its formation had been utilized) and December
    1991 (when the Partnership began receiving royalty revenues on Partnership
    product sales), the administrative costs were approximately $20,000 per
    quarter, totaling approximately $295,000.  ALZA initially agreed that the
    Partnership could reimburse these costs to ALZA at a rate of $5.00 per
    Partnership unit per quarter out of cash the Partnership received.
    Accordingly, between December 30, 1991 and December 30, 1993, the Excess


                                         -17-

<PAGE>


                                                ALZA TTS Research Partners, Ltd.
                                                                   June 30, 1996



    Cash available for the Limited Partners' quarterly distributions was
    reduced by $5.00 per unit to begin to repay ALZA for these past
    administrative fees.  In 1994, it was determined that the quarterly $5.00
    per unit reduction of Excess Cash was not sufficient to fully reimburse
    ALZA for past costs and to pay ongoing administrative costs.  A decision
    was made at that time to increase the quarterly reduction of Excess Cash
    from $5.00 per unit to $10.00 per unit to continue to pay back past
    expenses as well as to pay current expenses. In June 1996, it was
    determined that a further reduction was necessary to fully reimburse ALZA
    for past administrative costs on a more timely basis.  Therefore, beginning
    with the September 1996 distribution, an amount equal to the actual
    administrative expenses of the previous quarter will be deducted from
    Excess Cash in addition to the $10 per unit now deducted.  This will allow
    the entire $10 per unit deduction to be applied to the Partnership's
    obligation to ALZA to repay past administrative expenses.  As of June 30,
    1996, the Partnership still owed ALZA $205,886 for administrative services,
    including past administrative expenses.


                                         -18-

<PAGE>


                                                ALZA TTS Research Partners, Ltd.
                                                                   June 30, 1996



PART II. OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS

         In January 1994, a suit was filed against ALZA by Cygnus, Inc.
         ("Cygnus") in the United States District Court for the Northern
         District of California, seeking a declaration of unenforceability and
         invalidity of an ALZA patent relating to transdermal administration of
         fentanyl and alleging violation of antitrust laws.  In April 1995, the
         District Court granted ALZA's motion to dismiss the lawsuit.  Cygnus
         appealed that ruling. Subsequent to the end of the quarter, the 
         Court of Appeals of the Federal Circuit upheld the District Court's 
         dismissal of Cygnus' claims against ALZA. However, Cygnus has the 
         right to seek reconsideration by the Court of Appeals or review by 
         the United States Supreme Court.  If this lawsuit were to result in 
         the unenforceability of the ALZA patent, Cygnus and others could 
         market transdermal fentanyl products in competition with the 
         Duragesic-Registered Trademark- product.  The marketing of such 
         products could adversely affect sales of Duragesic-Registered 
         Trademark-, and therefore the Partnership's revenues.

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

  (a)    Exhibits:

         27  Financial Data Schedule


  (b)    Reports on Form 8-K:

         None.


                                         -19-

<PAGE>


                                                ALZA TTS Research Partners, Ltd.
                                                                   June 30, 1996



                                      SIGNATURES

    Pursuant to the requirements 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.

                                  ALZA TTS Research Partners, Ltd.
                                           (Registrant)

                                  By:  ALZA Development Corporation
                                          General Partner

                                  By: /s/ David R. Hoffmann
                                      ------------------------------
                                          David R. Hoffmann
                                       President (Chief Executive
                                       Officer), Chief Financial
                                         Officer and Director


    Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant by its General Partner and in the capacities and on the dates
indicated.


Date:  August 9, 1996             By: /s/ David R. Hoffmann
                                      -----------------------------
                                          David R. Hoffmann
                                       President (Chief Executive
                                       Officer), Chief Financial
                                         Officer and Director




Date:  August 9, 1996             By: /s/ Bonnie J. Burdett
                                      -------------------------
                                          Bonnie J. Burdett
                                           Vice President,
                                       Secretary and Director


                                         -20-

<PAGE>

                                                ALZA TTS Research Partners, Ltd.
                                                                   June 30, 1996



                                    Exhibit Index


Exhibit
- -------

  27         Financial Data Schedule


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS INCLUDED IN ITEM 1 OF FORM 10-Q DATED JUNE 30, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
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