INTERFERON SCIENCES RESEARCH PARTNERS LTD
10-Q, 1997-11-12
PHARMACEUTICAL PREPARATIONS
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                                  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 quarter ended September 30, 1997

                                       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:   2-89332


                   INTERFERON SCIENCES RESEARCH PARTNERS, LTD.
             (Exact Name of Registrant as Specified in its Charter)


New Jersey                                                          22-2502556
(State or other jurisdiction of                                (I.R.S. Employer
incorporation or organization)                               Identification No.)


783 Jersey Avenue, New Brunswick, New Jersey                              08901
(Address of principal executive offices)                              (Zip code)


(732) 249 - 3250
(Registrant's telephone number, including area code)



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 ___







                   INTERFERON SCIENCES RESEARCH PARTNERS, LTD.



                                                                          Page

Part I.  Financial Information

    Condensed Balance Sheets--September 30, 1997
      and December 31, 1996 .............................................   1

    Condensed Statements of Operations--Three Months and
      Nine Months Ended September 30, 1997 and 1996 .....................   2

    Condensed Statements of Cash Flows--
      Nine Months Ended September 30, 1997 and 1996 .....................   3

    Notes to Condensed Financial Statements .............................   4

    Management's Discussion and Analysis of Financial
      Condition and Results of Operations ............................... 5-6

    Qualification Relating to Financial Information .....................   7

Part II.  Other Information

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

    Signatures ..........................................................   9















                          PART I. FINANCIAL INFORMATION

                   INTERFERON SCIENCES RESEARCH PARTNERS, LTD.

                            CONDENSED BALANCE SHEETS


                                             September 30,        December 31,
                                                 1997                  1996
                                              (Unaudited)
                                             ------------         ------------


ASSETS

Total assets                                 $  ---               $  ---
                                             ============         ============

LIABILITIES AND PARTNERS' CAPITAL

Partners' capital
Limited partners                             $  ---               $  ---
General partner                                 ---                  ---
                                             ------------         ------------

Total partners' capital                         ---                  ---
                                             ------------         ------------

Total liabilities and partners' capital      $  ---               $  ---
                                             ============         ============










The  accompanying  notes  are an  integral  part of  these  condensed  financial
statements.








                   INTERFERON SCIENCES RESEARCH PARTNERS, LTD.

                       CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)


                         Three Months Ended             Nine Months Ended
                             September 30,                September 30,
                         ------------------            -----------------
                         1997          1996            1997          1996
                         ----          ----            ----          ----



Net income (loss)     $  ---          $ ---            $ ---         $ ---
                      ==========      ==========       ==========    ==========


Net income (loss) -
 Limited Partners     $  ---          $ ---            $ ---         $ ---

Net income (loss) -
 General Partner         ---            ---              ---           ---
                      ----------      ----------       ----------    ----------


Net income (loss)     $  ---         $  ---            $ ---         $ ---
                      ==========      ==========       ==========    ==========




                      Net income     Net income        Net income    Net income
                      (loss)           (loss)            (loss)        (loss)
                       per unit       per unit          per unit       per unit
Net income (loss) -
Limited Partners
 (1038.7 units
  outstanding)        $  ---         $ ---             $ ---        $ ---
                      ==========     ==========        ==========   ===========




The  accompanying  notes  are an  integral  part of  these  condensed  financial
statements.








                   INTERFERON SCIENCES RESEARCH PARTNERS, LTD.

                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)



                                        Nine Months Ended
                                           September 30,
                                        -------------------
                                     1997                 1996
                                     ----                 ----



Net change in cash                $  ---                $  ---
                                  ----------            ----------

Cash at beginning of period       $  ---                $  ---
                                  ----------            ----------

Cash at end of period             $  ---                $  ---
                                  ----------            ----------












The  accompanying  notes  are an  integral  part of  these  condensed  financial
statements.








                   INTERFERON SCIENCES RESEARCH PARTNERS, LTD.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 1.  Related Party Transactions

         During 1984,  the  Partnership  and  Interferon  Sciences,  Inc.  (ISI)
         entered  into  several  agreements  including  a  Development  Contract
         whereby  substantially  all of the net  proceeds  of the  1984  sale of
         Partnership  Units were paid to ISI in periodic  payments over the term
         of the Partnership's  development  program.  Such payments were used to
         fund  research  and  development  and  clinical  trials  necessary  for
         obtaining  regulatory  approval  with respect to a topical  formulation
         containing  recombinant  alpha  interferon  for the treatment of herpes
         genitalis (Alferon(R) Gel).  By  September  30, 1986,  the  Partnership
         exhausted  the net  proceeds  of the  offering.  The  General  Partner,
         Interferon  Sciences  Development  Corporation  (ISD),  a wholly  owned
         subsidiary of ISI,  agreed to contribute up to an additional  $433,000,
         under certain circumstances, to continue the research.  Notwithstanding
         that  commitment,  from  September  1986 to October  1990,  the General
         Partner  contributed  $1,997,000  towards  the  cost of such  research.
         Beginning November 1990, the General Partner  discontinued  funding the
         development of Alferon Gel containing recombinant interferon. Beginning
         in 1992, ISI commenced  further  development of Alferon Gel using ISI's
         natural source  multi-species alpha interferon (Alferon N Gel) in place
         of recombinant interferon.









                   INTERFERON SCIENCES RESEARCH PARTNERS, LTD.

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


Financial Condition and Liquidity

As of September  30, 1986,  the  Partnership  had exhausted all of its available
funds for the funding of research  and  development  of Alferon Gel. The General
Partner  agreed  to  contribute  up to an  additional  $433,000,  under  certain
conditions,  to continue  the  research.  Such amount was based on the number of
units sold in the offering. Notwithstanding that commitment, from September 1986
to October 1990, the General Partner contributed  $1,997,000 towards the cost of
such research. During May 1987, ISI filed a Product License Application with the
Food and Drug  Administration  (FDA) for approval to market  Alferon  Gel.  This
filing  was  supplemented  in  1989  with  an  updated  clinical  summary  and a
comprehensive  statistical  analysis of the completed  trials. At a meeting with
the FDA in February 1990, the FDA indicated that additional process  development
and clinical  trials  would be  necessary  prior to approval of Alferon Gel. ISI
believed,  at that  time,  that  the  costs to  complete  the  required  process
development  and  clinical  trials would be  substantial,  and there could be no
assurance that the clinical trials would be successful. As a result of the above
events,  in March 1992,  ISI withdrew its FDA Product  License  Application  for
Alferon Gel containing recombinant interferon.

The General Partner does not anticipate  that the  Partnership  will receive any
revenues in 1997.  In addition,  the  Partnership  is not in a position to incur
additional  expenses since it has exhausted all its available  funds, and ISI is
currently  developing  Alferon N Gel using ISI's natural  source,  multi-species
alpha interferon in place of recombinant interferon.

ISI does not presently intend to exploit Alferon Gel (the Partnership  Product).
ISI is currently  focusing its clinical  efforts on Alferon N Gel, a formulation
containing  ISI's  natural  alpha  interferon  (interferon  alfa-n3)  which  was
developed for the topical  treatment of viral diseases and cancers affecting the
skin and mucosal  tissues.  Now that ISI has  expanded  capacity to  manufacture
sufficient  quantities  of  its  natural-source  alpha  interferon  due  to  the
expansion of its  manufacturing  facilities in 1991, ISI resumed clinical trials
of this topical preparation utilizing its natural source alpha interferon as the
active  ingredient.  A Phase 2 pilot clinical trial  utilizing its  reformulated
Alferon N Gel has been completed for the treatment of cervical dysplasia.  Under
the  terms  of the  Partnership  Agreement,  a  royalty  may be  payable  to the
Partnership by reason of the commercial exploitation of Alferon N Gel to the
extent that it utilizes any of the Partnership Technology, which royalty will be
adjusted based upon the proportional funding contributions to the development of
Alferon N Gel by the Partnership and ISI. If ISI obtains additional financing in
the future, ISI may exploit Alferon N Gel for herpes genitalis which may entitle
the  Partnership  to a royalty in respect to a product  which  competes with the
Partnership  Product;  however,  this  royalty  will be adjusted  based upon the
proportional  funding  contributions  to the development of Alferon N Gel by the
Partnership and ISI.

Results of Operations

Since ISI did not make any  contributions  to the  Partnership  during  the nine
months ended  September 30, 1997 and 1996,  the  Partnership  did not record any
expense or loss.








                   INTERFERON SCIENCES RESEARCH PARTNERS, LTD.

                 QUALIFICATION RELATING TO FINANCIAL INFORMATION

                               September 30, 1997


    The financial  information  included herein is unaudited.  Such information,
    however,  reflects all adjustments  (consisting  solely of normal  recurring
    adjustments) which are, in the opinion of the General Partner,  necessary to
    a fair  statement  of the results for the interim  periods.  The results for
    interim periods are not necessarily indicative of results to be expected for
    the year.










                   INTERFERON SCIENCES RESEARCH PARTNERS, LTD.

                           PART II. OTHER INFORMATION




Item 6.      Exhibits and Reports on Form 8-K


             (b)  Reports on Form 8-K

                  There  were no  reports  on Form 8-K  filed  during  the three
                  months ended September 30, 1997.







                   INTERFERON SCIENCES RESEARCH PARTNERS, LTD.

                               September 30, 1997




                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  in its  behalf by the
undersigned thereunto duly authorized.



                                   Interferon Sciences Research Partners, Ltd.,
                                              A Limited Partnership
                                                   (Registrant)

                                   By:  Interferon Sciences  Development
                                        Corporation-General Partner



DATE:       November 12, 1997           By:     /s/ Samuel H. Ronel, Ph.D.
                                                    Samuel H. Ronel, Ph.D.
                                                         President




DATE:       November 12, 1997           By:     /s/ Donald W. Anderson
                                                    Donald W. Anderson
                                                         Controller









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