IMMUNEX CORP /DE/
10-Q, 1996-11-14
BIOLOGICAL PRODUCTS, (NO DIAGNOSTIC SUBSTANCES)
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<PAGE>

                          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 SEPTEMBER 30, 1996

             ( ) 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     0-12406

                                 IMMUNEX CORPORATION
                (exact name of registrant as specified in its charter)

           WASHINGTON                                   51-0346580
- --------------------------------          -------------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

                       51 University Street, Seattle, WA 98101
                       (Address of principal executive offices)

          Registrant's telephone number, including area code (206) 587-0430
                                           
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.          Yes   X       No   
                                                -----        -----

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

   Common Stock, $.01 par value                           39,602,225
  ------------------------------               ---------------------------------
               Class                            Outstanding at November 7, 1996

<PAGE>

                                 IMMUNEX CORPORATION
                            QUARTERLY REPORT ON FORM 10-Q

                                  SEPTEMBER 30, 1996
                                  TABLE OF CONTENTS
                                           
     
                                                                      Page No.
                                                                     ----------
PART I.     FINANCIAL INFORMATION                                        3
Item 1.     Financial Statements:                                           
        a)  Consolidated Balance Sheets -
               September 30, 1996 and December 31, 1995                  4

        b)  Consolidated Statements of Operations - 
               for the three-month periods ended September 30, 1996
               and September 30, 1995                                    5

        c)  Consolidated Statements of Operations -
               for the nine-month periods ended September 30, 1996
               and September 30, 1995                                    6

        d)  Consolidated Statements of Cash Flows - 
               for the nine-month periods ended September 30, 1996
               and September 30, 1995                                    7

        e)  Notes to Consolidated Financial Statements                  8-9

Item 2.     Management's Discussion and Analysis of Financial 
               Condition and Results of Operations                     10-13

PART II.    OTHER INFORMATION

Item 1.     Legal Proceedings                                           14

Item 6.     Exhibits and Reports on Form 8-K                            14

SIGNATURES                                                              15

                                       2
<PAGE>

PART I.   FINANCIAL INFORMATION

FORWARD-LOOKING STATEMENTS

     This document includes certain forward-looking statements made pursuant to 
the safe harbor provisions of the Private Securities Litigation Reform Act of 
1995.  The words "believes," "anticipates", "expects" and similar expressions 
are intended to identify such forward-looking statements.  Such statements are 
subject to certain risks and uncertainties that could cause actual results to 
differ materially from those anticipated by the statements made by the Company. 
Factors which could affect the Company's financial results are described in 
Management's Discussion and Analysis and in the Company's latest Annual Report 
on Form 10-K filed with the Securities and Exchange Commission.  Readers are 
cautioned not to place undue reliance on these forward-looking statements, 
which speak only as of the date hereof.  The Company undertakes no obligation 
to publicly release the result of any revisions to these forward-looking 
statements that may be made to reflect events or circumstances after the date 
hereof or to reflect the occurrence of unanticipated events.

                                       3

<PAGE>


Item 1.   FINANCIAL STATEMENTS

                                 IMMUNEX CORPORATION
                             CONSOLIDATED BALANCE SHEETS 
                                   (in thousands) 

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

Current assets:
  Cash and cash equivalents                     $ 38,276      $ 20,437    
  Accounts receivable, net                        20,333        20,697
  Inventories                                      8,280         8,302
  Other assets                                     4,705           979
                                             -------------  ------------ 
  Total current assets                            71,594        50,415

Property, plant and equipment, net                81,975        87,540

Investment                                        10,779         2,353
Other assets                                      31,762        33,729
                                             -------------  ------------ 
                                                $196,110      $174,037
                                             -------------  ------------ 
                                             -------------  ------------ 

LIABILITIES AND SHAREHOLDERS' EQUITY         

Current liabilities:     
  Accounts payable                              $ 17,830      $ 21,660
  Accrued compensation and related items           5,128         8,397
  Current portion of long-term debt                  528           715
  Other liabilities                                  996         2,013
                                             -------------  ------------ 
     Total current liabilities                    24,482        32,785

Long-term liabilities                              4,365         4,609

Shareholders' equity:
  Common stock, $.01 par value                   634,398       592,470
  Guaranty payment receivable from AHP           (41,923)      (45,288)
  Unrealized gain on investments 
    available-for sale                             8,426            --
  Accumulated deficit                           (433,638)     (410,539) 
                                             -------------  ------------ 
  Total shareholder's equity                     167,263       136,643   
                                             -------------  ------------ 
                                                $196,110      $174,037
                                             -------------  ------------ 
                                             -------------  ------------ 

                                       4

<PAGE>

Item I.    FINANCIAL STATEMENTS (continued)

                                 IMMUNEX CORPORATION
                         CONSOLIDATED STATEMENTS OF OPERATIONS
                        (in thousands, except per share amounts)
                                    (unaudited)

                                             Three months    Three months 
                                                ended          ended     
                                             September 30,  September 30, 
                                                 1996           1995      
                                             -------------  ------------- 
Revenues:           
  Product sales                                 $ 30,334       $33,464
  Royalty and contract revenue                     3,023         4,132
                                             -------------  ------------ 
                                                  33,357        37,596
Operating expenses:           
  Cost of product sales                            4,920         5,607
  Research and development                        22,251        21,124
  Selling, general and administrative             17,425        13,506
                                             -------------  ------------ 
                                                  44,596        40,237

Operating loss                                   (11,239)       (2,641)

Other income (expense):             
  Interest income                                    616           336
  Interest expense                                   (45)          (92)
  Other income (expense), net                         25            16
                                             -------------  ------------ 
                                                     596           260
                                             -------------  ------------ 
Loss before income taxes                         (10,643)       (2,381)

Provision for income taxes                             7            79
                                             -------------  ------------ 
Net loss                                        $(10,650)      $(2,460)
                                             -------------  ------------ 
                                             -------------  ------------ 
Net loss per common share                       $   (.27)      $  (.06)
                                             -------------  ------------ 
                                             -------------  ------------ 
Number of shares used for per 
  share amounts                                   39,602        39,602
                                             -------------  ------------ 
                                             -------------  ------------ 

                                       5

<PAGE>

Item I.    FINANCIAL STATEMENTS (continued)

                                 IMMUNEX CORPORATION
                         CONSOLIDATED STATEMENTS OF OPERATIONS
                        (in thousands, except per share amounts)
                                    (unaudited)

                                              Nine months    Nine months 
                                                ended          ended    
                                             September 30,  September 30,
                                                 1996           1995     
                                             -------------  ------------ 
Revenues:            
  Product sales                                 $ 97,631      $103,107
  Royalty and contract revenue                    19,093        12,614
                                             -------------  ------------ 
                                                 116,724       115,721

Operating expenses:           
  Cost of product sales                           16,531        18,523
  Research and development                        72,557        62,389
  Selling, general and administrative             52,160        43,036
                                             -------------  ------------ 
                                                 141,248       123,948

Operating loss                                   (24,524)       (8,227)

Other income (expense):            
  Interest income                                  1,705           858
  Interest expense                                  (197)       (1,019)
  Other income (expense), net                         36          (480)
                                             -------------  ------------ 
                                                   1,544          (641)
                                             -------------  ------------ 
Loss before income taxes                         (22,980)       (8,868)

Provision for income taxes                           119           198
                                             -------------  ------------ 
Net loss                                        $(23,099)     $ (9,066)
                                             -------------  ------------ 
                                             -------------  ------------ 
Net loss per common share                       $   (.58)     $   (.23)
                                             -------------  ------------ 
                                             -------------  ------------ 
Number of shares used for per share amounts       39,602        39,586
                                             -------------  ------------ 
                                             -------------  ------------ 

                                       6

<PAGE>

Item I.   FINANCIAL STATEMENTS (continued)

                             IMMUNEX CORPORATION
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (in thousands)
                                 (unaudited)

                                              Nine months    Nine months   
                                                ended          ended       
                                             September 30,  September 30,  
                                                 1996           1995       
                                             -------------  ------------ 
Cash flows from operating activities:             
  Net loss                                      $(23,099)     $ (9,066)
  Adjustments to reconcile net loss to net cash               
    provided by (used in) operating activities:            
      Depreciation and amortization               11,476        11,997  
      Accounts receivable                            364        (3,448)
      Inventories                                     22         2,892 
      Accounts payable, accrued compensation and             
        other current liabilities                 (7,970)         (301)
      Other current assets                        (3,266)          872
                                             -------------  ------------ 
        Net cash provided by (used in) 
          operating activities                   (22,473)        2,946
                                             -------------  ------------ 
Cash flows from investing activities:             
  Purchases of property, plant and equipment      (3,585)       (3,760)
  Proceeds from sales and maturities of 
    securities available-for-sale                     --         9,897
  Other                                             (965)         (340)
                                             -------------  ------------ 
        Net cash provided by (used in) 
          investing activities                    (4,550)        5,797
                                             -------------  ------------ 
Cash flows from financing activities:             
  Guaranty payments received from AHP             45,288        35,768
  AHP line of credit                                  --       (34,000)
  Construction loan pay-off                           --       (10,600)
  Other                                             (426)         (418)
                                             -------------  ------------ 
        Net cash provided by (used in) 
          financing activities                    44,862        (9,250)
                                             -------------  ------------ 
Net increase (decrease) in cash and cash 
  equivalents                                     17,839          (507)

Cash and cash equivalents, beginning of 
  period                                          20,437        14,818
                                             -------------  ------------ 
Cash and cash equivalents, end of period         $38,276       $14,311
                                             -------------  ------------ 
                                             -------------  ------------ 

                                       7

<PAGE>

NOTE 1.  BASIS OF PRESENTATION

The consolidated financial statements included herein have been prepared by 
Immunex Corporation without audit, according to the rules and regulations of 
the Securities and Exchange Commission.  Certain information and footnote 
disclosures normally included in financial statements prepared in accordance 
with generally accepted accounting principles have been omitted pursuant to 
such rules and regulations.  The financial statements reflect, in the opinion 
of management, all adjustments (which include only normal recurring 
adjustments) necessary to present fairly the financial position and results of 
operations as of and for the periods indicated. The statements should be read 
in conjunction with the financial statements and the notes thereto included in 
the Company's Annual Report on Form 10-K for the year ended December 31, 1995.

The results of operations for the nine-month period ended September 30, 1996, 
are not necessarily indicative of results to be expected for the entire year 
ending December 31, 1996.

NOTE 2.  ACCOUNTING POLICIES 

INVENTORIES

Inventories are stated at the lower of cost, using a weighted-average method, or
market.  The components of inventories are as follows (in thousands):

                                         September 30,   December 31,
                                             1996           1995
                                         -------------   ------------
    Raw materials                           $1,309         $1,295
    Work in process                          2,949          3,947
    Finished goods                           4,022          3,060
                                         -------------   ------------
    Totals                                  $8,280         $8,302
                                         -------------   ------------
                                         -------------   ------------

INVESTMENT

The Company has an ownership interest in Targeted Genetics Corporation ("TGC"), 
a biotechnology company engaged in developing human gene therapy products for 
the treatment of acquired and inherited diseases.  In June 1996, TGC completed 
an offering of common stock and issued additional shares of common stock 
pursuant to a merger.  The issuance of the additional shares of stock reduced 
Immunex's ownership interest from 21 percent to 13 percent.  As a result of the 
decrease in ownership percentage, Immunex was required to change from the 
equity method of accounting for its investment in TGC to the provisions of 
Statement of Financial Accounting Standards no. 115, "Accounting for Certain 
Investments in Debt and Equity Securities."  Accordingly, the Company's 
investment in TGC is recorded at market value and the unrealized gain of $8.4 
million is reflected as a component of shareholders' equity on the Company's 
balance sheet.

                                       8

<PAGE>

NOTE 3.  CONTINGENT LIABILITIES

     On November 1, 1996, the Company announced that it had agreed with Cistron 
Biotechnology, Inc. ("Cistron") to settle all of Cistron's claims against the 
Company and two former officers of Immunex.  The settlement was negotiated with 
the assistance of United States District Court Judge William L. Dwyer, who 
presided over the case.  This litigation, first filed in September 1993 and 
consolidated in the U.S. District Court in Seattle, was based on claims by 
Cistron that Immunex and the former officers misappropriated certain Cistron 
proprietary information regarding interleukin-1 beta ("IL-1B") in 1984. 
Cistron's claims included misappropriation of trade secrets, unfair 
competition, breach of contract, and breach of a confidential relationship.

     The terms of the settlement include payments by the defendants over a four 
year period totaling $21 million.  The first payment, $11 million, will be made 
in November 1996, to be followed by three successive annual payments of $3 
million in November 1997, 1998 and 1999, and a final $1 million payment in 
November 2000.  Immunex will also assign certain IL-1B patents to Cistron. 
Under the terms of the settlement, neither Immunex nor Steven Gillis and 
Christopher S. Henney, the former officers, concede or admit any liability or 
wrongdoing.  The court made no determination of the merits of any allegations 
and under the terms of the settlement all claims are dismissed with prejudice. 
Cistron had sought damages of $26 to $67 million, plus exemplary damages and 
attorneys' fees under Washington law. 

     Immunex is pursuing claims against its director's and officer's liability 
insurers for up to $10 million of the amounts to be paid in settlement.  The 
insurers have disputed the coverage available under the applicable policies and 
there can be no assurance that Immunex will recover the amounts sought. 

     Immunex will record a charge of approximately $18 million to its 1996 
earnings, representing the discounted value of its obligations under the 
settlement.  The charge does not reflect any provision for amounts that may be 
recoverable under insurance policies.

                                       9

<PAGE>

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

RESULTS OF OPERATIONS

OVERVIEW

     Operating expenses have increased during the three and nine-month periods 
ended September 30, 1996 versus the comparable 1995 periods, reflecting 
increased investment in the Company's research and development effort and 
expenditures related to selling, marketing and legal activities.  Concurrently, 
product sales and other operating revenues, in total, have not increased from 
1995 levels.  As a result, the net loss has increased to $10.7 million and 
$23.1 from $2.5 million and $9.1 million for the comparable three and nine 
months ended September 30, 1996 and 1995, respectively.

REVENUES

     Product sales totaled $30.3 million and $97.6 million during the three and 
nine months ended September 30, 1996, respectively, compared to $33.5 million 
and $103.1 million during the same periods in 1995.  Net sales of 
LEUKINE-Registered Trademark- (sargramostim) totaled $9.2 million for the 
current quarter, compared to $10.1 million in the third quarter of 1995.  Sales 
of LEUKINE in the third quarter declined due to the effect of the sales launch 
of a new package configuration in the second quarter of 1996.  Sales to 
distributors were greater than normal during the second quarter as they built 
up inventories of the new package.  For the nine months ended September 30, 
1996, sales of LEUKINE have increased, compared to 1995 levels.  Net LEUKINE 
sales increased to $33.0 million versus $30.5 million for the nine-month 
periods ended September 30, 1996 and 1995, respectively.

     Sales of NOVANTRONE-Registered Trademark- (mitoxantrone) declined during 
both the three and nine-month periods ended September 30, 1996, totaling $9.9 
million and $27.7 million, respectively, compared to $10.8 million and $31.3 
million in the respective 1995 periods.  Following a decline in NOVANTRONE 
sales during the first quarter of 1996, sales have returned to near historical 
levels, totaling $9.9 million in both the second and third quarters of 1996.  
Sales of leucovorin calcium have declined from 1995 sales levels and are 
expected to continue to decrease as a result of increased generic competition.  
The decline has been partially mitigated by bulk sales of leucovorin calcium 
during both the first and second quarter of 1996.

     The Company received approval to market a liquid formulation of LEUKINE 
from the U.S. Food and Drug Administration on November 7, 1996 and continues to 
make progress towards the approval of NOVANTRONE in treatment of advanced 
prostate cancer.  There can be no assurances as to the likelihood or timing of 
the NOVANTRONE approval, or the impact, if any these approvals may have on 
future product sales.

                                      10

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS, CONTINUED

     For the three months ended September 30, 1996 and 1995, royalty and
contract revenue totaled $3.0 million and $4.1 million, respectively.  The
decrease in the comparable periods reflects a decline in contract manufacturing
activity.  Beginning in the second quarter of 1996, the Company has focused much
of its manufacturing resources towards the scale-up and production of tumor
necrosis factor receptor ("TNFR"), a product entering phase III clinical trials,
in order to meet its clinical needs.  As a result, certain manufacturing
resources have not been, nor are they expected to be, available for contract
manufacturing services.  For the nine-month period ended September 30, 1996,
royalty and contract revenue increased 51% to $19.1 million, compared to $12.6
million for the 1995 nine-month period.  A substantial increase in license fee
income during the nine-months ended September 30, 1996 is the primary reason for
the increase.  The Company entered into several new license agreements during
the current year, generating license fee income of $4.8 million and has earned
an additional $5.0 million under existing license agreements with American Home
Products Corporation ("AHP").  In July 1996, the Company and AHP revised one of
these agreements that related to development of TNFR.  Under the previous
agreement, AHP was contributing $1.0 million per quarter through 1997 to support
development of TNFR.  As a result of the revised agreement, these payments
ceased effective July 1, 1996.  Under the new agreement, Immunex and AHP are
sharing, on an equal basis, the costs of developing TNFR in North America and
Europe.

OPERATING EXPENSES

     Cost of product sales was $4.9 million, or 16.2% of product sales and $5.6 
million or 16.8% of product sales for the quarters ended September 30, 1996 and 
1995, respectively.  For the nine months ended September 30, 1996 and 1995, 
cost of product sales was $16.5 million, or 16.9% of product sales and $18.5 
million, or 18.0% of product sales, respectively.  The decrease in the cost of 
sales percentage for both the 1996 three and nine-month periods is due 
primarily to a decrease in period manufacturing costs charged to cost of goods 
sold during the current year periods, partially offset by declining profit 
margins on sales of leucovorin calcium.  As noted above, leucovorin calcium has 
experienced increased generic competition in the current year, resulting in 
declining average selling prices.  Other factors contributing to the decrease 
in the cost of sales percentage for the comparable 1996 and 1995 nine-month 
periods include the cost of the bulk sales of leucovorin calcium, discussed 
above, and the launch of THIOPLEX-Registered Trademark- (thiotepa for 
injection) in early 1995.  THIOPLEX, which replaced thiotepa during the first 
quarter of 1995, has a lower production cost than thiotepa.

     Research and development expense increased to $22.3 million from $21.1 
million and to $72.6 million from $62.4 million for the three and nine months 
ended September 30, 1996 and 1995, respectively.  The increase reflects a 
significant expansion of clinical studies and investments in large-scale 
manufacturing for the TNFR program.  In spite of promising early results on 
TNFR, there remain major tasks that must be accomplished before the product can 
be commercialized.   These tasks include successfully manufacturing product to 
conduct phase III trials, completing such trials to permit regulatory filing on 
a competitive basis and scaling-up TNFR production to commercial quantities. 
Delays in completing these tasks could delay the development program for TNFR.  
Since there are other companies developing TNF inhibitors for rheumatoid 
arthritis, delays could adversely affect the Company's ability to gain market 
share in a competitive market.  In addition, LEUKINE and NOVANTRONE development 
and clinical expenditures have increased during 1996 in pursuit of new 
indications.  Obligations under third party collaborative funding agreements, 
excluding the AHP research and development agreements as discussed below, 
increased for the comparable 1995 and 1996 nine-month periods, from $2.6 
million to $3.6 million, respectively.  Expenses under these agreements for the 
third quarter of 1996 approximated the 1995 third quarter amount.

                                      11

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS, CONTINUED

     In July 1996, Immunex and AHP amended their agreements related to research 
and development of new oncology products and development of TNFR.  Under the 
terms of the superseded research and development agreement, the Company was 
obligated to contribute $26.1 million in 1996, up to $38.3 million in 1997 and 
50% of AHP's oncology research and development expenses thereafter.  Under the 
revised agreement, Immunex will be funding 50% of AHP's oncology discovery 
research expenditures, up to a maximum amount of $16 million per year (adjusted 
annually for inflation after 1996) and has the option to elect which products 
it will continue to support beyond the discovery stage.  Effective July 1, 
1996, Immunex's funding of AHP's oncology research program decreased from $6.5 
million per quarter for the first two quarters of 1996 to $4.0 million in the 
third quarter of 1996.  For the three and nine months ended September 30, 1995, 
expenses incurred under the superseded research and development agreement 
totaled $4.0 million and $11.9 million, respectively.  As noted above, Immunex 
and AHP have also agreed to equally share the costs of developing TNFR in North 
America and Europe.  As a result of this agreement, the costs for development 
of TNFR are net of AHP's third quarter 1996 obligation to Immunex under the 
cost sharing agreement, totaling approximately $1.4 million.

     Selling, general and administrative expense for the three and nine months 
ended September 30, 1996 was $17.4 million and $52.2 million, respectively, 
compared to $13.5 million and $43.0 million for the same 1995 three and nine 
month-periods.  The increase in expense levels for both the three and nine 
months ended September 30, 1996 is due primarily to expenditures to support 
selling and marketing activities related to the Company's existing product 
line. In addition, the Company has incurred increased recruiting, relocation 
and training costs related to its sales force.  In January 1996, following 
AHP's November 1995 offer to buy all outstanding shares of the Company's common 
stock, the Company experienced excessive turnover of field sales personnel.  It 
has taken much of the year to staff, train and integrate the newly hired sales 
representatives into the field.  The 1996 expense level includes charges 
related to two separate events.  During the first quarter of 1996, the Company 
incurred expenses of $1.5 million related to the adoption of certain employee 
retention programs, investment banking, legal and other fees following AHP's 
offer to buy all outstanding shares of the Company's common stock.  The offer 
was subsequently rejected by a special committee of Immunex's board of 
directors. In the third quarter of 1996, severance payments under an employment 
agreement totaling approximately $1.0 million were made to a former officer of 
the Company.  Other cost increases include legal defense costs associated with 
litigation between the Company and Cistron Biotechnology, Inc. and expanded 
investment in information technologies.

OTHER INCOME (EXPENSE)

     Other income (expense) improved during both the comparable three and 
nine-month periods ended September 30, 1996 and 1995, due to increased interest 
income combined with decreased interest expense.  Following the receipt of 
$35.8 million from AHP in March 1995, as settlement of the 1994 revenue 
shortfall obligation, the Company paid the $34.0 million outstanding balance on 
its loan with AHP and made the final $10.6 million payment on its construction 
loan. Other income (expense) during the nine months ended September 30, 1995 
includes losses from the Company's equity investment in Targeted Genetics 
Corporation ("TGC").  In June 1996, TGC completed an offering of common stock 
and issued additional shares of common stock pursuant to a merger.  The 
dilution of Immunex's ownership percentage resulted in a change in accounting 
for its investment in TGC and as a result, the Company is no longer required to 
recognize its share of TGC's losses.

                                      12

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS, CONTINUED

LIQUIDITY AND CAPITAL RESOURCES

     Cash and cash equivalents totaled $38.3 million and $20.4 million at 
September 30, 1996 and December 31, 1995, respectively.  During the nine months 
ended September 30, 1996, the Company utilized its cash reserves to fund 
operating activities and investments in property, plant and equipment. 
Operating activities used cash of $22.5 million for the first nine months of 
1996, reflecting an increase in the net loss, payments on outstanding 
liabilities, insurance prepayments and prepayments under the AHP research 
agreement.  Investments in property, plant and equipment utilized an additional 
$3.6 million. In March 1996, the Company received $45.3 million from AHP as 
settlement of the 1995 revenue shortfall obligation.  The Company expects to 
receive an additional $56 million and $60 million under this agreement in 1997 
and 1998, respectively.

     The Company is currently evaluating certain property in the vicinity of 
its corporate headquarters for possible development and relocation of its 
corporate offices and research facilities.  The Company has an option on the 
property and has performed initial environmental impact and other site studies. 
 The option to acquire this property has been extended and the decision whether 
to move forward with the acquisition has been delayed until the first quarter 
of 1997.

     Operating activities are expected to result in the continued use of cash. 
Existing cash reserves are believed to be sufficient to support the Company's 
operating requirements, planned capital expenditures and payment commitments 
related to settlement of litigation for the remainder of 1996.

SUBSEQUENT EVENTS

     On November 1, 1996, the Company announced it had agreed to settle all of 
Cistron's claims against the Company and two former officers.  See Notes to the 
Consolidated Financial Statements for a description of the settlement of 
litigation between Immunex and Cistron.

                                      13

<PAGE>

PART II. OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS

See Notes to the Consolidated Financial Statements for a description of the 
status of litigation between Immunex and Cistron Biotechnology, Inc. 

The description of additional legal proceedings is incorporated by reference to 
Item 3 of the Company's Annual Report on Form 10-K for the fiscal year ended 
December 31, 1995.

Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)  EXHIBITS

     None

(b)  REPORTS ON FORM 8-K

     A current report on Form 8-K dated July 1, 1996, was filed with the 
Securities and Exchange Commission reporting that the Board of Directors of 
Immunex Corporation had approved the terms of revised and amended research 
agreements among Immunex, American Cyanamid Company ("Cyanamid") and AHP. 
Following such approval, Immunex, Cyanamid and AHP entered into a new Research 
Agreement effective July 1, 1996, which terminates and replaces the Research 
and Development Agreement between Immunex and Cyanamid dated as of June 1, 
1993. Effective July 1, 1996 Immunex and AHP also entered into a new TNFR 
License and Development Agreement  and amended the Immunex New Oncology Product 
License Agreement between Immunex and Cyanamid dated June 1, 1993.

                                      14

<PAGE>

SIGNATURES

Pursuant to 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.

                                       IMMUNEX CORPORATION

        Date:     November 8, 1996         /s/  Edward V. Fritzky   
              -----------------------    ----------------------------
                                          Edward V. Fritzky, Chairman
                                          and Chief Executive Officer
                                          (Principal Executive Officer)
   
        Date:     November 8, 1996         /s/  Douglas G. Southern 
              -----------------------    ----------------------------
                                          Douglas G. Southern, Senior 
                                          Vice President and 
                                          Chief Financial Officer
                                          (Principal Financial and 
                                          Accounting Officer)


                                      15


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 1996, AND THE CONSOLIDATED
STATEMENT OF OPERATIONS FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 1996, AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                          38,276
<SECURITIES>                                         0
<RECEIVABLES>                                   16,489
<ALLOWANCES>                                       667
<INVENTORY>                                      8,280
<CURRENT-ASSETS>                                71,594
<PP&E>                                         117,002
<DEPRECIATION>                                  35,027
<TOTAL-ASSETS>                                 196,110
<CURRENT-LIABILITIES>                           24,482
<BONDS>                                              0
                          634,398
                                          0
<COMMON>                                             0
<OTHER-SE>                                   (467,135)
<TOTAL-LIABILITY-AND-EQUITY>                   196,110
<SALES>                                         97,631
<TOTAL-REVENUES>                               116,724
<CGS>                                           16,531
<TOTAL-COSTS>                                  141,248
<OTHER-EXPENSES>                                    36
<LOSS-PROVISION>                                   130
<INTEREST-EXPENSE>                                 197
<INCOME-PRETAX>                               (22,980)
<INCOME-TAX>                                       119
<INCOME-CONTINUING>                           (23,099)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (23,099)
<EPS-PRIMARY>                                    (.58)
<EPS-DILUTED>                                    (.58)
        

</TABLE>


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