SYNERGEN INC
10-Q, 1994-11-14
PHARMACEUTICAL PREPARATIONS
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              U.S. SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
                                 

                                 
                             FORM 10-Q

                                 
                                 
(Mark One)
 X
  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
  SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
  SEPTEMBER 30, 1994

                                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 0-14339

                          SYNERGEN, INC.
        (Exact name of registrant as specified in charter)
                                 
                Delaware                     84-0868248
    (State or other jurisdiction of       (I.R.S. Employer
     incorporation or organization)     Identification No.)

            1885 33rd Street
           Boulder, Colorado                   80301
(Address of principal executive offices)     (Zip Code)

                          (303) 938-6200
       (Registrant's telephone number, including area code)
                                 
                                 
                               N.A.
  (Former name, former address and former fiscal year, if changed
                        since last report)
                                 
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, and
(2) has been subject to such filing requirements for the past 90
days.  Yes   X   No ___

Applicable only to issuers involved in bankruptcy proceedings
during the preceding five years:  N.A.

Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13, or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.  Yes
___  No ___

Applicable only to corporate issuers:
As of October 31, 1994, there were outstanding 25,932,798 shares of
Synergen, Inc. Common Stock - par value $.01.

<TABLE>
                         PART 1 - FINANCIAL INFORMATION
                          ITEM 1 - FINANCIAL STATEMENTS
                         SYNERGEN, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   (unaudited)
                                        
<CAPTION>
                                      Three Months Ended September 30,       Nine Months Ended September 30,
                                        1994         1993                        1994           1993
<S>                                  <C>           <C>                     <C>                <C>
REVENUES:
  Sponsored research and development $  2,515,400  $  2,641,000            $  10,781,200      $  10,112,200
  Interest and other income             1,312,400     2,062,000                4,003,200          7,628,600
                                      -----------   -----------             ------------       ------------          

TOTAL REVENUES                          3,827,800     4,703,000               14,784,400         17,740,800

EXPENSES:
  Research and development             14,021,000    19,379,700               53,192,100         66,602,200
  General and administrative            3,639,300     3,542,400               13,062,100         13,751,700
  Restructuring and asset 
    impairment charges                 33,279,200            --               39,079,200          2,000,000
  Interest                                 30,700       173,700                  132,400            356,800
                                      -----------   -----------              -----------        -----------          

TOTAL EXPENSES                         50,970,200    23,095,800              105,465,800         82,710,700
                                      -----------   -----------              -----------        -----------            

Loss before cumulative effect of 
  change in accounting principle      (47,142,400)  (18,392,800)            ( 90,681,400)       (64,969,900)
Cumulative effect of change in
  accounting principle                         --            --                       --        ( 2,417,800)
                                       ----------    ----------               ----------         -----------
NET LOSS                             $(47,142,400) $(18,392,800)            $(90,681,400)      $(67,387,700)
                                       ==========    ==========               ==========         ==========
LOSS PER SHARE:
Loss before cumulative effect of
  change in accounting principle     $     (1.83)  $      (0.73)            $      (3.52)      $      (2.58)
Cumulative effect of change in 
  accounting principle                        --             --                       --              (0.09)
                                       ----------    ----------               ----------        ----------  
NET LOSS PER SHARE                   $     (1.83)  $      (0.73)            $      (3.52)      $      (2.67)
                                       ==========    ==========               ==========         ==========
WEIGHTED AVERAGE
  COMMON SHARES OUTSTANDING            25,779,300    25,274,500               25,746,800         25,163,900
                                       ==========    ==========               ==========         ==========
<FN>
See notes to consolidated financial statements.

</TABLE>

<TABLE>
                                 
                  SYNERGEN, INC. AND SUBSIDIARIES
                                 
                    CONSOLIDATED BALANCE SHEET
                            (unaudited)
                                 
                              ASSETS
                                 
<CAPTION>
                                 
                                         September 30,  December 31,
                                              1994          1993

<S>                                     <C>             <C>
CURRENT ASSETS:
  Cash and cash equivalents             $  6,271,300    $ 51,579,100
  Short-term investments                 104,979,200     104,637,200
  Accounts receivable (No allowance
    for doubtful accounts
    considered necessary)                  9,655,400      13,277,200
  Receivable from Synergen Clinical
    Partners                                      --       6,200,000
  Accrued interest receivable                609,800         779,200
  Restricted short-term investments        8,253,200              --
  Prepaid expenses and other               1,735,700       2,975,400
                                         -----------     -----------

TOTAL CURRENT ASSETS                     131,504,600     179,448,100

PROPERTY AND EQUIPMENT, Net               53,899,700      86,856,100


OTHER ASSETS:
  Restricted short-term investments          200,000       4,630,100
  Other                                    2,458,100       5,123,400
                                         -----------     -----------

TOTAL OTHER ASSETS                         2,658,100       9,753,500
                                         -----------     -----------

TOTAL ASSETS                            $188,062,400    $276,057,700
                                         ===========     ===========
                                 
<FN>
See notes to consolidated financial statements.

</TABLE>

<TABLE>
                  SYNERGEN, INC. AND SUBSIDIARIES
                                 
                    CONSOLIDATED BALANCE SHEET
                            (unaudited)

                                 
               LIABILITIES AND STOCKHOLDERS' EQUITY
                                 
<CAPTION>
                                 
                                              September 30,   December 31,
                                                   1994           1993

<S>                                          <C>              <C>
CURRENT LIABILITIES:
  Accounts payable and accrued expenses      $  11,539,700    $  11,229,100
  Industrial Development Revenue Bonds           6,000,000               --
                                              ------------     ------------

TOTAL CURRENT LIABILITIES                       17,539,700       11,229,100

INDUSTRIAL DEVELOPMENT REVENUE BONDS                    --        6,000,000

STOCKHOLDERS' EQUITY:
  Preferred Stock, $.01 par value; authorized,
     10,000,000 shares; none issued
  Common Stock, $.01 par value; authorized,
     120,000,000 shares; issued: 25,921,880
     and 25,666,186 shares                         259,200          256,700
  Additional paid-in capital, net              409,557,400      408,369,500
  Deficit                                     (239,503,100)    (148,821,700)
  Deferred compensation, net                       209,200         (975,900)
                                              ------------      -----------

TOTAL STOCKHOLDERS' EQUITY                     170,522,700      258,828,600
                                              ------------     ------------

TOTAL LIABILITIES
     AND STOCKHOLDERS' EQUITY                $ 188,062,400    $ 276,057,700
                                              ============     ============
   
<FN>
See notes to consolidated financial statements.
              
</TABLE>

<TABLE>
                SYNERGEN, INC. AND SUBSIDIARIES
                                 
               CONSOLIDATED STATEMENT OF CASH FLOWS
                            (unaudited)
                                 
<CAPTION>
                                 
                                         Nine Months Ended September 30,
                                             1994          1993

<S>                                     <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                $(90,681,400)   $ (64,472,700)

Adjustments to reconcile net loss
  to net cash used in operating
  activities:
     Depreciation and amortization
       of assets                           8,006,400        6,944,300
     Amortization of receivable for 
       warrants and deferred
       compensation                          947,200        1,438,400
     Impairment of assets and 
       restructuring                      33,991,400               --
     Change in operating assets and
       liabilities:
         Accounts receivable               3,621,800        5,533,400
         Accrued interest receivable         169,400          874,200
         Prepaid expenses and other       (1,683,300)        (382,600)
         Accounts payable and accrued
           expenses                          310,700       (1,524,900)
         Unearned revenue, net                    --         (779,900)
                                         -----------      -----------
  Total Adjustments                       45,363,600       12,102,900
                                         -----------      -----------

  NET CASH USED IN OPERATING 
    ACTIVITIES                           (45,317,800)     (52,369,800)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                    (1,266,700)     (15,561,400)
  Net (purchase) redemption of 
    short-term investments                (4,165,100)     126,268,300
  Payment received on note
    receivable from affiliate              5,905,700               --
  Other assets                            (1,254,100)        (465,700)
                                          ----------      -----------

  NET CASH PROVIDED BY INVESTING
     ACTIVITIES                        $    (780,200)   $ 110,241,200

                                                     (continued)
<FN>
See notes to consolidated financial statements.                                 

</TABLE>

<TABLE>
                  SYNERGEN, INC. AND SUBSIDIARIES
                                 
               CONSOLIDATED STATEMENT OF CASH FLOWS
                            (unaudited)
                                 
<CAPTION>

                                          Nine Months Ended September 30,
                                               1994           1993
<S>                                       <C>            <C>
CASH FLOWS FROM FINANCING ACTIVITIES:

     Proceeds from issuance of 
       common stock and other, net        $    790,200   $   580,500
                                           -----------    ----------

  NET INCREASE (DECREASE) IN
     CASH AND CASH EQUIVALENTS             (45,307,800)   58,451,900

  CASH AND CASH EQUIVALENTS
     AT BEGINNING OF PERIOD                 51,579,100     2,632,100
                                           -----------    ----------

  CASH AND CASH EQUIVALENTS
     AT END OF PERIOD                     $  6,271,300   $61,084,000
                                           ===========    ==========
<FN>
See notes to consolidated statements.

</TABLE>
                                 
                  SYNERGEN, INC. AND SUBSIDIARIES
                                 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 
                                 
1. Accounting Policies

The  consolidated  balance sheets as of  September  30,  1994,  the
related  consolidated statements of operations for the  three-month
and  nine-month periods ended September 30, 1994 and 1993, and  the
consolidated  statements of cash flows for the  nine-month  periods
ended   September  30,  1994  and  1993,  are  unaudited,  but   in
management's opinion, include all adjustments, consisting  only  of
normal   recurring  adjustments  except  as  otherwise   disclosed,
necessary  for  a  fair presentation of such financial  statements.
Interim  results are not necessarily indicative of  results  for  a
full year.

The  financial  statements should be read in conjunction  with  the
consolidated  financial statements for the year ended December  31,
1993.   The  accounting policies used in the preparation  of  these
financial  statements are the same as those used in  the  Company's
annual  financial  statements except as  modified  for  appropriate
interim accounting policies.

Certain  reclassifications have been made  to  the  Company's  1993
financial statements to conform them to 1994 classifications.   The
consolidated  statements of operations for the  nine  months  ended
September  30, 1993, and consolidated statement of cash  flows  for
the  three-month and nine-month periods ending September 30,  1993,
have been restated to reflect the Company's change in its method of
accounting for external patent development costs.

Pursuant  to  Financial Accounting Standard No. 52,  the  financial
position  and  results  of  the  Company's  European  and  Japanese
subsidiaries  are  measured  using  the  local  currency   as   the
functional currency.  The balance sheet has been translated at  the
exchange  rate in effect at September 30, 1994, while revenues  and
expenses  have been translated at the average exchange  rate  on  a
monthly  basis.   The  aggregate effect  of  translation  is  being
deferred as a component of stockholders' equity.  At September  30,
1994,  the  translation effect was $139,800 and is reported  within
additional paid-in capital.

2.      Asset Impairment and Restructuring Charges

On  July 15, 1994, Synergen learned that an interim analysis of the
follow-up  Phase  III  clinical  trial  of  interleukin-1  receptor
antagonist  (IL-1ra) showed a lack of efficacy for  severe  sepsis.
As a result, certain assets were determined to be impaired and were
written down to estimated net realizable value. In August, Synergen
announced  a  restructuring  which included  a  termination  of  60
percent  of  the Company's workforce (approximately 375  employees)
and  elimination  of  some  operations and development  activities.
Synergen recorded an asset impairment charge of $5.8 million in the
second quarter of 1994 for assets used primarily for the production
of  IL-1ra and asset impairment and restructuring charges of  $33.3
million  in  the  third quarter of 1994 primarily  related  to  the
discontinuation of the sepsis trial and the Company's  decision  to
restructure  its  operations.  The third quarter charges  of  $33.3
million were comprised of restructuring charges of $7.3 million and
asset  impairment  charges of $26 million.  Of  the  third  quarter
asset  impairment charges, $22.6 million related to the  write-down
of  the LakeCentre manufacturing facility, $1.9 million was due  to
other  assets  impaired  as a result of the restructuring  and  the
remaining  $1.5  million was a charge against the Company's  equity
investment  in  Selectide Corporation based on their recent  rights
offering.

The  charge  against  the  LakeCentre  facility  was  based  on   a
preliminary  independent appraisal of the property which  estimated
the  net  realizable value of the property. The  Company  may  take
additional charges against the LakeCentre facility in the future.

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

Overview

Synergen has focused its resources since inception on research  and
development of biotechnology products, principally pharmaceuticals.
After  it  obtained the results of its initial Phase  III  clinical
trial  of  interleukin-1  receptor  antagonist  (IL-1ra)  for   the
treatment  of  sepsis in February of 1993, the Company restructured
its  organization  and reprioritized its clinical programs,  making
the  completion of a follow-up Phase III clinical trial  of  IL-1ra
for the treatment of severe sepsis its first priority.  On July 15,
1994,  an  independent  safety  and efficacy  monitoring  committee
(SEMC)  conducted an interim analysis of the results of the follow-
up  Phase III clinical trial of IL-1ra for severe sepsis.  The SEMC
concluded  that the data showed a lack of efficacy  of  IL-1ra  for
severe  sepsis, and that continuation of the trial would not likely
produce  evidence of efficacy.  As a result, Synergen  stopped  the
Phase  III trial of IL-1ra for the treatment of severe sepsis.   In
addition, the Company has withdrawn marketing approval applications
for  IL-1ra for severe sepsis that were previously filed  with  the
European  Union  and  a  number of other countries.   In  order  to
conserve  cash  and  direct its efforts toward its  most  promising
opportunities,  the  Company has eliminated significant  operations
and  reduced personnel by approximately 60 percent. The  reductions
occurred in those areas that primarily supported the development of
IL-1ra  for  severe  sepsis, including the Company's  clinical  and
commercial   manufacturing  groups.  The   Company   believes   the
restructured  organization  has  the  capabilities  and   expertise
required  to  develop its current portfolio of  potential  products
through  Phase  II  clinical trials.  Due to  the  results  of  the
interim  analysis  of the Phase III clinical trial  of  IL-1ra  for
severe  sepsis  and the restructuring of the Company's  operations,
the  Company  recognized certain asset impairment and restructuring
charges.  See "Three Months Ended September 30, 1994 and 1993."

At  this  time, the Company plans to continue the ongoing Phase  II
trial of IL-1ra for the treatment of rheumatoid arthritis, which is
being conducted in Europe.  Development of other indications for IL-
1ra  will be evaluated individually.  The Company plans to continue
with its clinical development of ciliary neurotrophic factor (CNTF)
for  amyotrophic  lateral sclerosis (ALS or Lou  Gehrig's  disease)
through  a  joint  venture  with  Syntex  (U.S.A.)  Inc.  (Syntex);
preclinical  and  clinical  development of  tumor  necrosis  factor
binding  protein (TNFbp) for inflammatory diseases; and preclinical
evaluation   of  glial  derived  neurotrophic  factor  (GDNF)   for
Parkinson's  disease.   The  Company  is  also  exploring   various
strategic   alternatives  for  its  business   and   research   and
development operations.  See "Liquidity and Capital Resources."

Three Months Ended September 30, 1994 and 1993

Sponsored  research and development revenues consisted  of  funding
from the Syntex-Synergen Neuroscience Joint Venture (Joint Venture)
and  were  approximately  the  same  for  the  three  months  ended
September 30, 1993 compared to the three months ended September 30,
1994.

Interest  and  other  income decreased 36 percent  from  the  third
quarter  of 1993 to the third quarter of 1994, primarily due  to  a
decrease  in  the average amount of cash available for  investment.
Interest  income  will continue to decrease  during  1994  as  cash
available for investment is used to fund operating costs.

Total  research and development expenses decreased 28  percent  for
the  three  months ended September 30, 1993 compared to  the  three
months  ended  September 30, 1994, primarily due to a  decrease  in
personnel  and  a reprioritization of the Company's projects  as  a
result of the August 1994 restructuring.

The  Company  recorded a $33.3 million charge for asset impairments
and restructuring in the third quarter of 1994 primarily due to the
results  of the interim analysis of the Phase III trial  of  IL-1ra
for  severe sepsis and the Company's decision to stop the trial and
restructure its operations. The charge consisted of non-cash  asset
impairment charges of $26 million and restructuring charges of $7.3
million.  Approximately  $5  million of the  restructuring  charges
represented  cash  expenditures,  primarily  related  to  severance
costs.

The  $26  million asset impairment charges included a $22.6 million
charge  against the LakeCentre manufacturing plant which previously
had  a  book value of approximately $40 million. The charge against
the  LakeCentre  facility  was based on a  preliminary  independent
appraisal which estimated the net realizable value of the property.
The  Company  may  take additional charges against  the  LakeCentre
facility in the future.

In addition to LakeCentre, certain property and equipment in United
States  and the European and Japanese operations were written  down
by $1.9 million due to the Company's decision to restructure. These
assets  consist primarily of property and equipment that have  been
or  are  being  sold.  The  remainder of the  third  quarter  asset
impairment  charge  was  a  write-down  of  the  Company's   equity
investment in Selectide Corporation from $3 million to $1.5 million
based on their recent rights offering.

Capital  expenditures were $0.5 million and $2.3  million  for  the
three months ended September 30, 1994 and 1993, respectively.   The
decrease  was  primarily  due to a reduction  in  personnel  and  a
reprioritization  of the Company's projects  as  a  result  of  the
August 1994 restructuring.

Nine Months Ended September 30, 1994 and 1993

Sponsored research and development revenues increased 7 percent for
the  nine  months  ended September 30, 1993 compared  to  the  nine
months ended September 30, 1994, primarily due to funding from  the
Joint  Venture  for  increased  patient  enrollment  in  the  Joint
Venture's Phase II/III trial of CNTF during the first half of  1994
and  the  full  recognition  of revenue  attributable  to  Clinical
Partners  by  the first quarter of 1993.  These increased  revenues
were   offset  by  approximately  the  same  amount  of   increased
expenditures incurred on behalf of the Joint Venture.

Interest  and other income decreased 48 percent for the first  nine
months of 1993 compared to the first nine months of 1994, primarily
due  to  a  decrease  in the average amount of cash  available  for
investment.  Interest income will continue to decrease during  1994
as cash available for investment is used to fund operating costs.

Total  research and development expenses decreased 20  percent  for
the  nine  months  ended September 30, 1993 compared  to  the  nine
months  ended  September 30, 1994, primarily due to a  decrease  in
personnel  and  a reprioritization of the Company's projects  as  a
result  of  the  restructuring that took  place  during  the  third
quarter of 1994.

The  Company recorded a $39.1 million charge for restructuring  and
asset  impairment in the first nine months of 1994.  In the  second
quarter  of 1994, $5.8 million was charged against assets  impaired
by  the  results  of  the  interim analysis  and  which  were  used
primarily  for the production of IL-1ra.  In the third  quarter  of
1994,  $33.3  million was charged against restructuring  and  asset
impairment.  See "Three Months Ended September 30, 1994 and 1993."

Capital  expenditures were $1.5 million and $15.6 million  for  the
nine  months ended September 30, 1994 and 1993, respectively.   The
decrease  was  primarily  due to a reduction  in  personnel  and  a
reprioritization  of the Company's projects  as  a  result  of  the
restructuring that took place during the second quarter of 1993.

LIQUIDITY AND CAPITAL RESOURCES

The  Company has financed its operations since inception  primarily
from  payments  from  joint  development agreements,  research  and
development  limited  partnerships, interest earned  on  short-term
investments,  and proceeds from the sale of equity securities.  The
Syntex-Synergen  Neuroscience  Joint  Venture  to  develop  certain
neurotrophic  factors  is the Company's only  existing  third-party
joint development arrangement that provides funding to the Company.
Funding  available from Syntex under that agreement is expected  to
be  fully  utilized  in  the first half of  1995.   At  that  time,
Synergen  may incur funding obligations to the Joint  Venture   and
revenues recognized from the Joint Venture may decline.

The  Company's  use of joint development arrangements  and  limited
partnerships to fund research and development programs and the sale
of  equity  securities  have  permitted  the  Company  to  maintain
significant  levels  of cash and other liquid  investments.   Cash,
short-term  investments, and restricted short-term  investments  at
September  30, 1994, and December 31, 1993, were $120  million  and
$161 million, respectively.  The decrease is attributable primarily
to  cash used in operations.  At September 30, 1994, there  was  no
material  difference  between the net book value  and  fair  market
value of short-term investments.

The  Company has taken steps to significantly reduce the amount  of
cash   used  to  fund  ongoing  operations.   These  steps  include
reduction   of   Synergen's   and  its  subsidiaries'   staffs   by
approximately  60 percent and elimination of certain  programs  and
operations,  including  its Japanese operations  and  most  of  its
European  operations. In addition, the Company may  sell  or  lease
certain of its real property holdings.

As  a  result  of  the  restructuring,  the  Company  recognized  a
restructuring charge of $7.3 million in the third quarter  of  1994
(see   "Three   Months  Ended  September  30,  1994   and   1993").
Approximately $5 million of this amount were cash charges, of which
approximately $2 million will be expended after September 30, 1994.

The  Company has $6 million of Industrial Development Revenue Bonds
outstanding.  The Company intends to redeem all of the  outstanding
bonds in the fourth quarter of 1994.   The bonds are collateralized
with   approximately   $8.3   million  of   restricted   short-term
investments  which appears under current assets in the Consolidated
Balance Sheet.

Until the Company's operations generate significant revenues,  cash
reserves  will continue to fund operations.  The Company  currently
expects  that its existing cash will fund operations for  the  next
several   years  based  on  its  current  estimates  of  the   cash
requirements  of  its  restructured  operations  and  assuming   no
extraordinary   cash   requirements.   The   Company   may   pursue
opportunities to obtain additional financings in the future.   Such
financing  may  be sought through various sources,  including  bank
borrowings, lease arrangements relating to fixed assets,  or  other
financing  methods. There can be no assurances that such  financing
can be obtained or can be obtained on favorable terms. In addition,
the  Company's  ability to raise additional capital through  equity
financings in the near future may be negatively impacted because of
the  termination  of the follow-up Phase III trial  of  IL-1ra  for
severe sepsis, the withdrawal of the marketing approval application
for  IL-1ra  for  severe  sepsis in the European  Union  and  other
countries, and the reduction of Synergen's operations.  The Company
is  currently  exploring  various strategic  alternatives  for  its
business and research and development operations.

The market price of the Company's common stock is volatile, and the
price  of  the  stock  could be dramatically affected  one  way  or
another  depending  on numerous factors.  Following  the  Company's
announcement  on July 18, 1994, of the Company's decision  to  stop
the follow-up Phase III clinical trial of IL-1ra for severe sepsis,
the price of the Company's common stock dropped by approximately 50
percent.  The market price of the Company's common stock  could  be
materially affected by the results of the Phase II trial of  IL-1ra
for  the  treatment of rheumatoid arthritis, the  progress  of  the
Joint  Venture's CNTF development program, the results of the Phase
II/III  clinical trial of CNTF for the treatment of ALS  (which  is
expected  to  be  completed in the last quarter of 1994),  and  the
results of the Company's other development programs and the results
of  the Company's investigation of strategic alternatives.  Results
of  the  CNTF trial are expected to be available during  the  first
half of 1995.  The Company's stock price could also be affected  by
the   outcome   of   the  Company's  investigation   of   strategic
alternatives.

                    PART II - OTHER INFORMATION
                                 
                    ITEM 1 - LEGAL PROCEEDINGS

Following  a drop in the price of Synergen's stock on February  22,
1993,  a  number  of  class action complaints  were  filed  against
Synergen  and certain of its officers and directors in  the  United
States  District Court for the District of Colorado  on  behalf  of
various  classes  of the Company's investors.  The complaints  were
consolidated  by  a  consolidated class action complaint  that  was
filed  on  April 15, 1993, and amended on May 2, 1994.  In addition
to  Synergen,  Larry Soll, chairman of the Board  of  Directors  of
Synergen  and  the former chief executive officer, and  Kenneth  J.
Collins,  executive  vice president of finance and  administration,
were  named  as  defendants in the amended consolidated  complaint,
together with Jon S. Saxe, the former president and chief executive
officer and a former director, and Michael A. Catalano, the  former
vice  president  of  clinical research.  The original  consolidated
complaint  alleged violations of federal securities laws and  state
law.   The  Court dismissed the state law claims on April 8,  1994.
On  May  30,  1994, the defendants in the suit filed  a  motion  to
dismiss or in the alternative for summary judgment which was  heard
on  September  2,  1994  and  was denied  on  September  15,  1994.
Synergen  filed a motion for reconsideration or in the  alternative
for  an interlocutory appeal which was denied on October 28,  1994.
Trial has been set for May 22, 1995.

Also see Part II, Item 1 of the Company's Quarterly Reports on Form
10-Q for the quarters ended June 30, 1994 and March 31, 1994.

             ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
                                 
(a)  Exhibit

   27   Financial Data Schedule.

(b)     Reports on Form 8-K

   The  Company  filed a report on Form 8-K dated  July  20,  1994,
   disclosing the termination of the Company's follow-up Phase  III
   clinical trial of IL-1ra for the treatment of severe sepsis.

   The  Company filed a report on Form 8-K dated August  10,  1994,
   disclosing   overall   staff  reductions  made   following   the
   termination of the Company's follow-up Phase III clinical  trial
   of IL-1ra for the treatment of severe sepsis.



                            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.
                                 
                                 
                                 
                                 SYNERGEN, INC.
                                 (Registrant)

                                                                   
                                                                   
                                                                   
                                                                   
Date:        November 11, 1994               By:            Kenneth J. Collins
                                                            Kenneth J. Collins
                                                      Executive Vice President,
                                                Finance and Administration and
                                                       Chief Financial Officer




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