As filed with the Securities and Exchange Commission on August 13, 1997
REGISTRATION NO. 333- 28801
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO.2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE LIPOSOME COMPANY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 22-2370691
(State or other jurisdiction (I.R.S. Employer
Identification No.)
of incorporation or organization)
One Research Way
Princeton Forrestal Center
Princeton, New Jersey 08540
(609) 452-7060
(Address, including zip code, and
telephone number, including area code,
of registrant's principal executive offices)
Charles A. Baker
Chairman and Chief Executive Officer
The Liposome Company, Inc.
One Research Way
Princeton Forrestal Center
Princeton, New Jersey 08540
609-452-7060
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. o
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. x
CALCULATION OF REGISTRATION FEE
Title of Each Class of Amount to Proposed Proposed Amount
Securities be Maximum Maximum of
to be Registered Registered Offering Aggregate Registra
Price Offering tion
Per Price(1) Fee
Unit(1)
Common Stock, par value $.01 7,514,346 $26.063 $195,846,399 $59,347.
per share shares .80 39
_________________________
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933 based on the
average of the high and low prices of the Common Stock on the Nasdaq
National Market on May 30, 1997.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
Subject to Completion _________, 1997
PROSPECTUS
7,514,346 SHARES
THE LIPOSOME COMPANY, INC.
COMMON STOCK
($.01 PAR VALUE)
____________________
This Prospectus covers the offering for resale of 7,514,346 shares
(the "Shares") of common stock, par value $.01 per share (the "Common Stock"),
of The Liposome Company, Inc., a Delaware corporation (the "Company"), which may
be offered from time to time by the Selling Stockholder named herein under
"Selling Stockholder." As of the date of this Prospectus the Selling
Stockholder owns 7,514,346 shares of Common Stock, which represents 20.2% of the
shares of Common Stock of the Company outstanding on the date hereof, all of
which are registered for sale herein. The Company will receive no part of the
proceeds of sales made hereunder. All expenses of registration incurred in
connection with an offering of the Shares are being borne by the Company, except
for the fees, expenses and disbursements of the Selling Stockholder's counsel.
The Common Stock is quoted on the Nasdaq National Market under the
symbol "LIPO." On June 6, 1997, the last reported sale price of the Common
Stock was $26.625 per share.
The Shares may be offered by the Selling Stockholder for sale through
underwriters or dealers or from time to time on the Nasdaq National Market, or
otherwise, at prices then obtainable. The Company has agreed to indemnify the
Selling Stockholder against certain liabilities, including liabilities under the
Securities Act of 1933, as amended (the "Securities Act"). The Selling
Stockholder and any broker executing selling orders on behalf of the Selling
Stockholder may be deemed to be underwriters within the meaning of the
Securities Act. Commissions received by underwriters or by any such broker may
be deemed to be underwriting commissions under the Securities Act. See "PLAN OF
DISTRIBUTION."
PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY THE MATTERS DISCUSSED
UNDER "RISK FACTORS" BEGINNING ON PAGE 4.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this Prospectus is June 9, 1997.
AVAILABLE INFORMATION
The Company is subject to the information reporting requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files periodic reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission").
Such reports, proxy statements and other information can be inspected and copied
at the public reference facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
regional offices of the Commission located at Seven World Trade Center, 13th
Floor, New York, New York 10048 and Northwestern Atrium Center, 500 West Madison
Street (Suite 1400), Chicago, Illinois 60661. Copies of all or part of such
materials may also be obtained at prescribed rates from the public reference
facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549. In addition, the Commission maintains a
Web site at http://www.sec.gov that contains reports, proxy statements and other
information. Such material also can be inspected at the offices of the National
Association of Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C.
20006.
The Company has filed with the Commission a registration statement
(which term shall encompass any amendments thereto) on Form S-3 under the
Securities Act of 1933, as amended (the "Securities Act") with respect to the
securities offered hereby (the "Registration Statement"). This Prospectus,
which constitutes part of the Registration Statement, does not contain all of
the information set forth in the Registration Statement, certain items of which
are contained in exhibits to the Registration Statement as permitted by the
rules and regulations of the Commission. For further information with respect
to the Company and the securities offered by this Prospectus, reference is made
to the Registration Statement, including the exhibits thereto, and the financial
statements and notes thereto filed or incorporated by reference as a part
thereof, which are on file at the offices of the Commission and may be obtained
upon payment of the fee prescribed by the Commission, or may be examined without
charge at the offices of the Commission. Statements made in this Prospectus
concerning the contents of any document referred to herein are not necessarily
complete, and, in each such instance, are qualified in all respects by reference
to the applicable documents filed with the Commission. The Registration
Statement and the exhibits thereto filed by the Company with the Commission may
be inspected and copied at the locations described above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission
pursuant to the Exchange Act (Commission File No. 0-14887) are incorporated
herein by reference:
(a) the Company's annual report on Form 10-K for the fiscal year
ended December 29, 1996;
(b) the Company's amended annual report on Form 10-K for the fiscal
year ended December 29, 1996, filed on May 6, 1997;
(c) he Company's quarterly report on Form 10-Q for the quarter ended
March 30, 1997; and
(d) the Company's report on Form 8-K dated June 25, 1997 and filed on
June 27, 1997.
All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the filing of a post-effective amendment that indicates the termination
of this offering shall be deemed to be incorporated in this Prospectus by
reference and to be a part hereof from the date of filing of such documents.
Any statements contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide, without charge to each person to whom this
Prospectus has been delivered, a copy of any or all of the documents referred to
above that have been or may be incorporated by reference herein other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference therein). Requests for such copies should be directed to The
Liposome Company, Inc., One Research Way, Princeton Forrestal Center, Princeton,
New Jersey 08540 Attention: Carol J. Gillespie, Vice President, General
Counsel and Secretary. Telephone requests may be directed to (609) 452-7060.
FORWARD LOOKING STATEMENTS
THIS PROSPECTUS CONTAINS AND INCORPORATES BY REFERENCE CERTAIN FORWARD
LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995 WITH RESPECT TO THE FINANCIAL CONDITION, RESULTS OF
OPERATIONS AND BUSINESS OF THE COMPANY, INCLUDING, WITHOUT LIMITATION,
STATEMENTS UNDER THE CAPTION "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS" IN THE COMPANY'S ANNUAL AND QUARTERLY
REPORTS. THESE FORWARD LOOKING STATEMENTS INVOLVE CERTAIN RISKS AND
UNCERTAINTIES. NO ASSURANCE CAN BE GIVEN THAT ANY OF SUCH MATTERS WILL BE
REALIZED. FACTORS THAT MAY CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
CONTEMPLATED BY SUCH FORWARD LOOKING STATEMENTS INCLUDE, AMONG OTHERS, THE
FACTORS DISCUSSED IN THE SECTION HEREIN ENTITLED "RISK FACTORS."
RISK FACTORS
The following risk factors should be considered carefully in addition
to the other information contained in this Prospectus in evaluating an
investment in the shares of Common Stock registered hereby:
Management of Growth. The Company is currently experiencing a period
of rapid growth which has placed and could continue to place a strain on the
Company's financial, management and other resources. The Company's ability to
manage its staff and facilities growth effectively will require it to continue
to improve its operational, financial and other internal systems and to train,
motivate and manage its employees. If the Company's management is unable to
manage growth effectively and new employees are unable to achieve anticipated
performance levels, the Company's business and results of operations could be
adversely affected.
Early Stage of Commercialization. The Company's first commercial
sales of ABELCET(R) commenced in the United Kingdom in the second quarter of
1995 and in the United States toward the end of the fourth quarter of 1995. In
other countries where marketing approvals have been received, the product either
is or will be marketed by marketing partners or distributors, except that the
Company currently intends to market the product through a subsidiary in France.
In various additional foreign countries the Company has filed marketing
applications with respect to ABELCET(R). There can be no assurance that such
applications will be accepted or, if approved, that there will not be
restrictions which might lead the Company to refrain from marketing and selling
in some or all of these markets. The Company's long-term viability and growth
will depend on successful commercialization of products resulting from its
research activities. No assurance can be given that VENTUSTM or other products
currently under development will be successfully commercialized or that the
required regulatory approvals will be obtained.
History of Operating Losses and Accumulated Deficit. The Company has
incurred losses in each year since its inception and anticipates that operating
losses will continue for at least one year. The Company's accumulated deficit
at March 30, 1997 was approximately $166,867,000. The Company will need to
commit significant financial and other resources to the commercial
manufacturing, marketing and working capital requirements of its products in the
United States and other countries where product approvals have been obtained.
Limited Manufacturing Capabilities. In order to be successful, the
Company's current and future products, if any, must be manufactured in
commercial quantities, in compliance with regulatory requirements, at an
acceptable cost and with sufficient stability. There can be no assurance that
facilities and staff will be adequate to produce quantities of such products
sufficient to satisfy demand. The Company currently manufactures its products
at its facility in Princeton, New Jersey. The Company also owns a manufacturing
facility in Indianapolis, Indiana for the manufacture of its commercial products
on a scale the Company believes to be sufficient to meet worldwide demand.
During 1996, the Company refitted this facility to manufacture ABELCET(R).
However, the facility has not yet been approved by either U.S. or European
authorities, and there can be no assurance that such approvals will be
forthcoming. Although substantial inventories of ABELCET(R) have been produced
in anticipation of the transfer of manufacturing activities to the Indianapolis
facility, there can be no assurance that the Company will be able to continue to
meet demand for this product prior to the availability of commercial product
from the Indianapolis facility. In addition, should fire or other natural
disaster strike the Princeton manufacturing facility prior to the Indianapolis
facility becoming operational, the Company has no alternative source for the
manufacture of ABELCET(R). TLC D-99, being developed by the Company under a
licensing and development agreement with Pfizer, Inc. ("Pfizer"), may be
manufactured by the Company, or Pfizer, at Pfizer's option. Clinical supplies
of VENTUSTM are currently manufactured at the Princeton facility, and there can
be no assurance that the this facility would be approved to manufacture
commercial supplies of the product, that its capacity would be adequate to
supply commercial demand, or that the Company could contract with a third party
to manufacture the product on acceptable terms. A substantial capital
investment would be required in order to manufacture VENTUSTM at the Company's
Indianapolis facility, and there can be no assurance that the necessary funds
would be available or that the facility would be approved by the relevant
regulatory authorities.
Limited Marketing and Sales Experience. In the United States, the
Company has assembled an experienced hospital sales force, which was increased
from 20 representatives to 40 representatives at the end of the 1996 fiscal
year. However, the experience of the marketing staff and the sales force in
marketing ABELCET(R) is limited, and there can be no assurance that revenues
from sales of this product will increase in proportion to increasing
expenditures on marketing personnel and programs. If VENTUSTM or other products
to be marketed by the Company are approved, it may be necessary to hire
additional marketing and sales staff, and there can be no assurance that
personnel with the proper qualifications can be found or that they will be
successful in gaining market acceptance for the Company's products. In
addition, significant additional expenditures, management resources and time
would be required in connection with any further sales force expansion. To the
extent that the Company determines not to, or is unable to, expand its sales
force, it will be dependent on third parties for the marketing and distribution
of its products, and there can be no assurance that the Company will be able to
contract with third party marketing partners or distributors on acceptable
terms. See also the section on "Risks Associated with International Sales."
Competition. The Company is aware of various products under
development or manufactured by competitors that are used for the prevention,
diagnosis or treatment of certain diseases the Company has targeted for product
development, some of which use therapeutic approaches that compete directly with
certain of the Company's product candidates. Some of the Company's competitors
have substantially greater financial and technical resources and production and
marketing capabilities than the Company. In addition, many of the Company's
competitors have significantly greater experience than the Company in
preclinical testing and human clinical trials of new or improved pharmaceutical
products and in obtaining FDA and other regulatory approvals on products for use
in health care. In particular, the Company is aware that other companies are
developing lipid-based or liposomal amphotericin B products and have obtained
regulatory approvals for such products in certain international markets. Two
competitors received approvals for lipid-based amphotericin B products in
certain markets before ABELCET(R) was approved, which may confer a competitive
advantage for their products. In the United States, although ABELCET(R) was the
first lipid-based amphotericin B product to be approved for marketing, a
competitor's product was approved in the fourth quarter of 1996, and another
competitor has filed an NDA. Although it cannot be predicted how the existence
of competing lipid-based products may affect the U.S. antifungal market, it is
possible that the Company's share of this market will decline and that price
competition will reduce the overall size of the market. In addition, other
companies are also developing liposomal anthracycline products similar to TLC
D-99, two of which have been cleared by the FDA for treatment of Kaposi's
Sarcoma. The Company is also aware that various compounds are being studied for
the treatment of acute respiratory distress syndrome ("ARDS"), which may
eventually compete with VENTUSTM, if it is approved. The Company is also
competing with respect to manufacturing efficiency and marketing capabilities,
areas in which the Company has limited experience.
Risk of Technological Change. The biopharmaceutical industry is
characterized by extensive research and development efforts, and is subject to
rapid and significant technological change. The Company has numerous
competitors, including major pharmaceutical and chemical companies, specialized
biotechnology firms, other companies developing liposomes or other lipid-based
products, universities and other research institutions. New developments in
lipid and liposome research as well as new pharmaceutical products and
drug-delivery systems are expected to continue at a rapid pace. Competitors may
succeed in developing technologies and products that are more effective than any
that are being developed by the Company or that would render the Company's
technology and products non-competitive.
Uncertainties Related to Clinical Trials. Before obtaining regulatory
approvals for the commercial sale of any of its products under development, the
Company must demonstrate through preclinical studies and clinical trials that
the product is safe and effective for use in each target indication. The
results from preclinical studies and early clinical trials may not be predictive
of results that will be obtained in large-scale testing, and there can be no
assurance that the Company's clinical trials will demonstrate the safety and
efficacy of any products or will result in marketable products. For example,
although the results of Phase II trials of VENTUSTM in ARDS were favorable, this
may not be predictive of success in the Phase III trial that is currently
underway in this indication. Many pharmaceutical and drug delivery companies
have suffered significant setbacks in advanced clinical trials, even after
obtaining promising results in earlier trials. In some cases, products have
failed to show superiority over placebo because the results with placebo were
better than could be anticipated from past experience in the indication under
study.
Uncertainty of Government Regulatory Requirements; Lengthy Approval
Process. Human therapeutic products, vaccines and in vivo diagnostic products
are subject to rigorous preclinical and clinical testing and approval by the FDA
and comparable agencies in other countries and, to a lesser extent, by state
regulatory authorities prior to marketing. The process of obtaining such
approvals, especially for human therapeutic products, is likely to take a number
of years and will involve the expenditure of substantial resources. If the FDA
requests additional data, these time periods can be materially increased. Even
after such additional data is submitted, there can be no assurance of obtaining
FDA approval. In addition, product approvals may be withdrawn or limited for
noncompliance with regulatory standards or the occurrence of unforeseen problems
following initial marketing. The Company and its licensees may encounter
significant delays or excessive costs in their respective efforts to secure
necessary approvals or licenses. Future federal, state, local or foreign
legislative or administrative acts could also prevent or delay regulatory
approval of the Company's or its licensees' products. Failure to obtain or
maintain requisite governmental approvals, or failure to obtain approvals of the
intended clinical uses requested, could delay or preclude the Company or its
licensees from further developing particular products or from marketing their
products, or limit the commercial use of the products and thereby have a
material adverse effect on the Company's liquidity and financial condition. No
assurance can be given with respect to any future NDA submitted to the FDA by
the Company that such NDA will be accepted for consideration, that it will be
promptly reviewed, that the FDA will find the data submitted adequate or that
such NDA will ultimately be approved.
The Company's Dependence on and the Uncertainty of Protection of
Patents and Proprietary Rights. The protection provided to the Company by its
patents and proprietary rights is key. The Company has a number of United
States and foreign patents and patent applications relating to various aspects
of lipid and liposome technologies. The patent position of biopharmaceutical
companies generally is highly uncertain and involves complex legal and factual
questions. There can be no assurance that any patents will afford the Company
commercially significant protection for its proprietary technology or have
commercial application, and litigation may be necessary to determine the
validity and scope of the Company's proprietary rights. Moreover, the patent
laws of foreign countries and the enforcement of such laws may afford less
protection than comparable U.S. laws. The Company may not have adequate funds
to defend or prosecute the patents in question. In Europe, several of the
Company's granted patents are being opposed by other companies. Loss of some of
these oppositions may result in decreased patent protection for the Company's
products.
Other public and private concerns, including universities, may have
filed applications for, or have been issued, patents with respect to technology
potentially useful or necessary to the Company. If any of the Company's
proprietary technology in these areas were to conflict with the rights of
others, the Company's ability to commercialize products using such technologies
could be materially adversely affected. The scope and validity of such patents,
the extent to which the Company may wish or need to acquire licenses under such
patents, and the cost or availability of such licenses, are currently unknown.
On May 17, 1993, NeXstar Pharmaceuticals, Inc. ("NeXstar," formerly
Vestar, Inc.) filed suit against the Company in the United States District Court
for the District of Delaware, seeking a declaratory judgment that one of the
Company's patents (U.S. Patent No. 4,880,635, the "635 Patent") was invalid,
unenforceable and not infringed by NeXstar's AmBisome product. The action was
stayed pending the reexamination of the 635 Patent by the United States Patent
and Trademark Office (the "PTO"), and on July 2, 1996, the PTO issued a
certificate of reexamination. The Company subsequently cross-complained in the
Delaware action against NeXstar and its licensee, Fujisawa Pharmaceuticals, Inc.
("Fujisawa"), for infringement of the 635 Patent and another patent that the
Company contends is infringed by AmBisome. NeXstar and Fujisawa have filed
amended complaints alleging inequitable conduct in procuring the patents at
issue, antitrust violations and intentional interference with business
relations. There can be no assurance as to the outcome of this litigation. If
NeXstar and Fujisawa were to prevail on their claims, the Company could be
required to pay substantial amounts as damages, and its patents could be
invalidated. The Company does not intend to rely on either of the patents
involved in the lawsuit as the primary means of protection for any of its
products currently on the market or in development.
On April 1, 1996, a patent infringement action was filed against the
Company by the University of Texas and the M.D. Anderson Cancer Center in the
Federal District Court for the Southern District of Texas. The complaint
alleges that the manufacture, use and sale of the Company's product ABELCET(R)
infringes a patent assigned to the University of Texas. The complaint seeks
damages in an unspecified amount and injunctive relief. There can be no
assurance as to the outcome of this litigation. Any injunction or royalty
payment affecting ABELCET(R) could adversely impact the profitability of that
product.
In addition, the Company relies on unpatented proprietary know-how,
and there can be no assurance that others will not obtain access to or
independently develop such know-how. Although employees, corporate sponsors,
research partners and consultants are not given access to proprietary know-how
of the Company until they have executed confidentiality agreements, these
agreements may not provide meaningful protection for the Company's proprietary
know-how in the event of any unauthorized use or disclosure of such know-how.
Uncertainty of Future Financial Results; Fluctuations in Operating
Results. The Company's quarterly operating results depend upon a variety of
factors, including the price, volume and timing of sales of the Company's
approved products; variations in payments under collaborative agreements,
including royalties, fees and other contract revenues; the availability of
third party reimbursement; and the regulatory approvals of new products, or
expanded
labeling of existing products. The Company's quarterly operating results may
also fluctuate significantly depending on other factors, including the timing of
approvals and the success of product launches in international markets, the
expansion of clinical trials for ABELCET(R) and VENTUSTM, changes in the level
of development activity for ELL-12 and other products, changes in the Company's
level of research expenditures, and variations in gross margins of the Company's
products that may be caused by increased costs of raw materials, competitive
pricing pressures, or the mix between product sales in the United States and
sales to the Company's international marketing partners and distributors. The
Company expects quarter-to-quarter fluctuations to continue in the future, and
there can be no assurance that the Company's revenues will not decline or that
the Company will ever achieve profitability.
Need for Additional Financing and Uncertain Access to Capital Funding.
The Company's capital requirements depend upon many factors, including the
progress of the Company's product development programs; the time required to
obtain regulatory approvals; the resources that the Company devotes to the
development, manufacturing and marketing of products; and the demand for its
products if and when approved. It is possible that the Company may require
additional financing to complete the clinical testing and to manufacture and to
market its products. There can be no assurance that such financing will be
available or will be available on acceptable terms.
Product Liability. The testing, manufacturing and marketing of the
Company's products entail an inherent risk of adverse events that could expose
the Company to product liability claims. The Company has obtained insurance
against the risk of product liability claims. However, there is no guarantee
that this insurance will be adequate, that the amount of this insurance can be
increased, or that the policies can be renewed. Moreover, the amount and scope
of any coverage obtained may be inadequate to protect the Company in the event
of a successful product liability claim.
Dependence on Key Personnel. The Company's ability to successfully
develop, manufacture and market products and to maintain a competitive position
will depend in large part on its ability to attract and retain highly qualified
scientific and management personnel and to develop and maintain relationships
with leading research institutions and consultants. Competition for such
personnel and relationships is intense, and there can be no assurance that the
Company will be able to continue to attract and retain such personnel.
Dependence on Corporate Sponsor. The Company is developing TLC D-99
under an agreement with Pfizer, pursuant to which the Company received
collaborative research revenues of approximately $3.18 million in 1996. In the
event that Pfizer exercised its right to terminate this agreement, or the
Company decided that it would be advisable to do so, the Company might be
required to seek alternate financing in order to continue the development and
testing of TLC D-99 or to acquire Pfizer's rights. If the Company's working
capital or ultimate financing were inadequate to fund further development or
testing, then development of TLC D-99 might be delayed or canceled. In order to
develop successfully TLC D-99, the Company depends in large part upon the
efforts and abilities of Pfizer to perform clinical testing, to obtain
regulatory approvals and to market and manufacture TLC D-99. The amount and
timing of resources devoted to these activities will not be completely within
the Company's control. Pfizer will have certain discretion in deciding whether
or not to commercialize TLC D-99, and may develop or market products competitive
with those of the Company. There can be no assurance that the corporate
interests and motivations of Pfizer will remain consistent with those of the
Company. If and when sales of TLC D-99 commence, the Company's revenues with
respect to TLC D-99 will be limited to royalties based on product sales and, at
Pfizer's option, revenues from manufacturing. Revenues from sales of products
developed with future corporate sponsors, if any, may be similarly limited.
Uncertainty of Pharmaceutical Pricing and Reimbursement. The
Company's business may be materially adversely affected by the continuing
efforts of worldwide governmental and third-party payors to contain or reduce
the costs of pharmaceutical products. An increasing emphasis on managed care
and consolidation of hospital purchasing in the United States has and will
continue to put pressure on pharmaceutical pricing, which could reduce the price
that the Company is able to charge for any current or future products. In
addition, price competition may result from competing product sales, attempts to
gain market share or introductory pricing programs, all of which could have a
material adverse effect on the Company's results of operations and financial
condition. The Company's ability to generate significant revenues from its
products may also depend in part on the extent to which reimbursement for the
costs of such products and related treatments will be available from government
health administration authorities, private health coverage insurers and other
payors. If purchasers or users of the Company's products are not entitled to
adequate reimbursement for the cost of such products, they may forego or reduce
such use. Significant uncertainty exists as to the reimbursement status of
newly approved health care products, and there can be no assurance that adequate
third party coverage will be available.
Dependence Upon Suppliers. The Company currently relies on a limited
number of suppliers to provide the materials used to manufacture its products,
certain of which materials are purchased only from one supplier. In the event
the Company could not obtain adequate quantities of necessary materials from its
existing suppliers, there can be no assurance that the Company would be able to
access alternative sources of supply within a reasonable period of time or at
commercially reasonable rates. In particular, the Company presently acquires
amphotericin B, a principal ingredient in ABELCET(R), from one supplier on what
the Company believes are favorable terms. Although the Company has qualified an
alternative supplier for amphotericin B, the loss of the Company's current
supplier could have a material adverse effect on the Company. Regulatory
requirements applicable to pharmaceutical products tend to make the substitution
of suppliers more costly and, unless a substitute supplier is previously
qualified as is the Company's alternate amphotericin B supplier, more
time-consuming. The unavailability of adequate commercial quantities, the
inability to develop alternative sources, a reduction or interruption in supply
or a significant increase in the price of materials could have a material
adverse effect on the Company's ability to manufacture and market its products.
Risks Associated with International Sales. There are significant
challenges and risks to the Company associated with conducting business in some
foreign countries, including, but not limited to, disparate governmental
regulation of pharmaceutical products, uncertain intellectual property
protection, delays in establishing international distribution channels and
difficulties in collecting international accounts receivable. The Company does
not have extensive experience in international sales. In the United Kingdom and
France, where the Company's subsidiaries market or intend to market ABELCET(R)
directly, the success of marketing and sales efforts depends on attracting
qualified personnel and managers familiar with local marketing conditions. In
other countries, the sales of ABELCET(R) depend on the efforts of local
marketing partners and distributors. If either the Company's subsidiaries or
its local marketing partners or distributors are unable to gain product
acceptance in the local medical community, if they fail to comply with local
regulations, or if they do not commit adequate resources to promotional
activities, sales could be adversely affected. In some countries, pricing is
controlled by government authorities and may be subject to reductions that
reduce the profitability of sales or make it uneconomic to market the Company's
products in certain markets. The regulations of some health authorities require
that the marketing registration for the Company's products be issued in the name
of a local distributor, and obtaining the return or transfer of the registration
in the event of termination of the distributor could be difficult. Collection
of accounts may be less certain in some jurisdictions, and payment periods may
be longer than is usual in the United States. The Company's international
business and financial performance could also be adversely affected by such
matters as fluctuations in currency exchange rates, currency controls, tariff
regulations, foreign duties and taxes, pricing controls and regulations and
difficulties in obtaining export licenses.
Volatility of Stock Price. There has been a history of significant
volatility in the market prices for shares of companies in a similar stage of
development to that of the Company, and the market price of the shares of the
Company's Common Stock has been volatile. Factors such as announcements of
technological innovations or new commercial products by the Company or its
competitors, developments relating to regulatory approvals, governmental
regulation, decisions made by corporate sponsors under collaborative research
and development agreements regarding product development activities,
developments or disputes relating to patent or proprietary rights, as well as
period-to-period fluctuations in revenues and financial results, may have a
significant impact on the market price of the Company's Common Stock.
Possible Adverse Effect on Market Price Due to Shares Registered
Hereby. If all, or a significant number of the shares registered hereby were
sold at once or over a short period of time, there could be an adverse effect on
the market price of the Common Stock, since the shares registered hereby
represent 20.2% of the shares of Common Stock that were outstanding as of the
date of this prospectus.
Possible Adverse Effect on Market Price Due to Shares Eligible for
Future Sale. Sales of substantial amounts of Common Stock in the public market
after this offering could adversely affect the market price of the Common Stock
and the ability of the Company to raise capital through an offering of equity
securities. There are options outstanding to purchase approximately 4,227,000
shares of Common Stock, and additional shares of Common Stock may also become
available for sale in the public market from time to time in the future.
Exercise of such options and issuance of such additional shares would dilute the
percentage ownership interest of existing holders of Common Stock.
Prospective investors should carefully read the Company's discussion
of risk factors in reports the Company files pursuant to the Exchange Act,
particularly under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations."
THE COMPANY
The Company is engaged in the discovery, development, manufacturing
and marketing of proprietary lipid- and liposome-based and other pharmaceuticals
for the treatment of life-threatening illnesses. ABELCET(R) (Amphotericin B
Lipid Complex Injection), the Company's first commercialized product, has been
approved in the United States and a number of other countries for the treatment
of various severe systemic fungal infections and is the subject of marketing
application filings in other countries.
VENTUSTM (the trademark for TLC C-53) and TLC D-99, two additional
products of the Company, are in Phase III clinical studies for acute respiratory
distress syndrome and metastatic breast cancer, respectively. Furthermore, the
Company recently initiated the preclinical development of TLC ELL-12 (liposomal
ether lipid), a new cancer therapeutic that may have applications for the
treatment of many different cancers including prostrate cancer and non small-
cell lung carcinoma. The Company also has a continuing discovery research
program concentrating primarily on the treatment of cancer and inflammatory
conditions.
The Company's marketed product and products in development are based
on its knowledge and understanding of lipids, the substances that comprise the
membrane of all living cells. The products developed by the Company with this
technology include drug delivery vehicles and novel pharmaceuticals utilizing
modulated cell signaling and bio-active lipids.
The Company's mission is to discover, develop, manufacture and market
pharmaceutical products emanating from its technical core that have application
as treatments for life-threatening conditions such as cancer, infectious disease
and diseases of inflammatory origin. To supplement and expand its internal
discovery capabilities, the Company may in-license pharmaceutical compounds for
further development, manufacturing and marketing.
For further information about the business and operations of the
Company, reference is made to the Company's reports incorporated herein by
reference. See "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE."
The principal executive offices of the Company are located at One
Research Way, Princeton Forrestal Center, Princeton, New Jersey 08540 and its
telephone number is (609) 452-7060.
DESCRIPTION OF CAPITAL STOCK
The Company's authorized capital stock consists of 60,000,000 shares
of Common Stock, $.01 par value per share, and 2,400,000 shares of Preferred
Stock, $.01 par value per share. As of June 5,1997, 37,370,766 shares of Common
Stock were issued and outstanding. There were no shares of Preferred Stock
issued. For further information about the Company's authorized capital stock,
reference is made to the Company's reports incorporated herein by reference.
See "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE."
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Stockholder.
SELLING STOCKHOLDER
Ross Financial Corp. (the "Selling Stockholder"), a private investment
company owned by Kenneth B. Dart, may offer for resale from time to time all or
a portion of the shares of Common Stock of the Company that it owns. As of the
date of this Prospectus the Selling Stockholder owns 7,514,346 shares of Common
Stock, which represents 20.2% of the shares of Common Stock of the Company
outstanding on the date hereof, all of which are registered for sale hereby.
All but 1,005,346 of these shares were previously issued shares acquired by the
Selling Stockholder from other existing stockholders in transactions executed on
the Nasdaq National Market and not in transactions with the Company.
Under the Company's Shareholder Rights Plan (the "Plan"), the purchase
by a stockholder of stock in excess of 15 percent of the Company's Common Stock
would trigger certain provisions of the Plan and the rights issued under the
Plan, absent specific Board approval. On April 23, 1997 the Board of Directors
of the Company acted under the Plan to approve the purchase by the Selling
Stockholder of up to 25 percent of the Company's outstanding Common Stock for
investment purposes without triggering the Plan and the rights.
Effective September 12, 1996, the Company entered into an agreement
(the "Standby Purchase Agreement") with the Selling Stockholder under which the
Selling Stockholder agreed to purchase the number of shares of Common Stock that
would have been issued on the conversion of shares of Series A Cumulative
Convertible Preferred Stock called for redemption on October 14, 1996. The
Selling Stockholder acquired 5,346 shares of Common Stock pursuant to the
Standby Purchase Agreement, and the Company granted the Selling Stockholder
certain registration rights with respect to such shares.
On April 23, 1997, the Company and the Selling Stockholder entered
into a Stock Purchase Agreement under which the Selling Stockholder purchased
1,000,000 shares of Common Stock at a price of $20.875, which was the closing
price of the Common Stock on the Nasdaq National Market on the previous day.
The Company granted the Selling Stockholder certain registration rights with
respect to the shares purchased under the Stock Purchase Agreement. The shares
purchased under the Standby Purchase Agreement and the Stock Purchase Agreement
are covered by this Registration Statement, together with shares purchased by
the Selling Stockholder on the open market.
PLAN OF DISTRIBUTION
The Selling Stockholder has advised the Company that, depending on
market conditions and other factors, it may sell the Shares of Common Stock
offered hereby from time to time, in one or more transactions, which may involve
block transactions, on the Nasdaq National Market, or otherwise, at market
prices prevailing at the time of sale, at negotiated prices, or at fixed prices,
which may be changed. Such sales may be effected by the Selling Stockholder,
its pledgees, donees, or other successors in interest, directly or through
agents, underwriters or dealers.
To the extent required pursuant to Rule 424 under the Securities Act,
a Prospectus Supplement will be filed with the Securities and Exchange
Commission with respect to a particular offering of all or any portion of the
Shares (the "Offered Securities") setting forth the terms of any offering,
including the name or names of any underwriters or agents, if any, any
underwriting discounts and other items constituting underwriters' compensation,
the offering price and any discounts or concessions allowed or reallowed or paid
to dealers. Any offering price and any discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.
If underwriters are used in a sale, the Offered Securities will be
acquired by the underwriters for their own account and may be resold from time
to time in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of sale.
The Offered Securities may be offered to the public either through underwriting
syndicates represented by one or more managing underwriters or directly by one
or more firms acting as underwriters. The underwriter or underwriters with
respect to a particular underwritten offering to be named in the Prospectus
Supplement relating to such offering and, if an underwriting syndicate is used,
the managing underwriter or underwriters, will be set forth on the cover of such
Prospectus Supplement. Unless otherwise set forth in the Prospectus Supplement
relating thereto, the obligations of the underwriters to purchase the Offered
Securities will be subject to conditions precedent and the underwriters will be
obligated to purchase all of the Offered Securities if any are purchased.
If dealers are utilized in the sale of Shares in respect of which this
Prospectus is delivered, the Selling Stockholder will sell such Shares to the
dealers as principals. The dealers may then resell such Shares to the public at
varying prices to be determined by such dealers at the time of resale. The
names of the dealers and the terms of the transaction will be set forth in a
Prospectus Supplement relating thereto. The Selling Stockholder may also loan
or pledge the Shares to a broker-dealer and the broker-dealer may sell the
Shares so loaned or upon a default the broker-dealer may effect sales of the
pledged Shares pursuant to this Prospectus.
If an agent is used, the agent will be named, and the terms of the
agency and any commissions will be set forth in a Prospectus Supplement relating
thereto. Unless otherwise indicated in the Prospectus Supplement, any such
agent will be acting on a best efforts basis for the period of its appointment.
The Shares may be sold directly by the Selling Stockholder to
institutional investors or others, who may be deemed to be underwriters within
the meaning of the Securities Act with respect to any resale thereof. The terms
of any such sales, including the terms of any bidding or auction process, will
be described in the Prospectus Supplement relating thereto.
Agents, dealers and underwriters may be entitled under agreements
entered into with the Selling Stockholder to indemnification against certain
civil liabilities, including liabilities under the Securities Act, or to
contribution with respect to payments which such agents, dealers or underwriters
may be required to make in respect thereof. Agents, dealers and underwriters
may be customers of, engage in transactions with, or perform services for the
Company or the Selling Stockholder in the ordinary course of business.
The Company will bear all costs and expenses of the registration of
the Shares under the Securities Act and certain state securities laws, other
than fees of counsel for the Selling Stockholder and any discounts or
commissions payable with respect to sales of the Shares. The Selling
Stockholder will pay any transaction costs associated with effecting any sales
that occur.
The Selling Stockholder is not restricted as to the number of Shares
that may be sold at any one time, and it is possible that a significant number
of Shares could be sold at the same time, which may have an adverse effect on
the market price of the Common Stock.
The Company has agreed to indemnify the Selling Stockholder against
certain civil liabilities, including liabilities under the Securities Act.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon for the
Company by Dewey Ballantine, 1301 Ave. of the Americas, New York, N.Y. 10019.
EXPERTS
The consolidated balance sheets as of December 29, 1996 and December
31, 1995 and the consolidated statements of operations, stockholders' equity,
and cash flows for each of the three years in the period ended December 29,
1996, incorporated by reference in this Prospectus, have been incorporated
herein in reliance on the report of Coopers & Lybrand L.L.P., independent
accountants, given upon the authority of said firm as experts in accounting and
auditing.
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY 7,514,346 SHARES
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN OR INCORPORATED BY REFERENCE IN
THIS PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, THE SELLING STOCKHOLDER, OR
ANY UNDERWRITER. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE AS OF WHICH
INFORMATION IS GIVEN IN THIS PROSPECTUS. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION. THE LIPOSOME COMPANY,
INC.
____________________
TABLE OF CONTENTS
PAGE
PROSPECTUS
AVAILABLE INFORMATION 2 COMMON STOCK
INCORPORATION OF CERTAIN DOCUMENTS ($.01 PAR VALUE)
BY REFERENCE 3
FORWARD LOOKING STATEMENTS 3
RISK FACTORS 4
THE COMPANY 10
DESCRIPTION OF CAPITAL STOCK 11
USE OF PROCEEDS 11
SELLING STOCKHOLDER 11
PLAN OF DISTRIBUTION 12
LEGAL MATTERS 13
EXPERTS 13
PROSPECTUS
JUNE 9, 1997
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Securities and Exchange Commission $58,000
registration fee
Printing expenses
Accounting fees and expenses $2,500
Legal fees and expenses $5,000
Nasdaq National Market Listing Fee
Miscellaneous
Total $65,000
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL") provides
for the indemnification of officers and directors under certain circumstances
against expenses (including attorneys' fees, judgments, fines and amounts paid
in settlement) actually and reasonably incurred in connection with the defense
or settlement of any threatened, pending or completed legal proceedings in
which they are involved by reason of the fact that they are or were officers
or directors of the Company if they acted in good faith and in a manner that
they reasonably believed to be in or not opposed to the best interests of the
Company, and, in respect to the criminal actions or proceedings, if they had
no reasonable cause to believe that their conduct was unlawful. The
Certificate of the Company provides for indemnification of its officers and
directors to the full extent authorized by law.
Pursuant to Section 102(b)(7) of the DGCL, the Company's Certificate of
Incorporation (the "Certificate") provides that the directors of the Company,
individually or collectively, shall not be held personally liable to the
Company or its stockholders for monetary damages for breaches of fiduciary
duty as directors, except that any director shall remain liable (i) for any
breach of the director's fiduciary duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or involving
intentional misconduct or a knowing violation of law, (iii) for liability
under Section 174 of the DGCL or (iv) for any transaction from which the
director derived an improper personal benefit.
The Company maintains officers' and directors' liability insurance which
insures against liabilities that the officers and directors of the Company may
incur in such capacities.
Furthermore, the Company, as well as its directors and officers, may be
entitled to indemnification by any underwriters named in the Prospectus
Supplement against certain civil liabilities under the Securities Act under
agreements entered into between the Company and such underwriters.
ITEM 16. LIST OF EXHIBITS.
*4.1 - Standby Purchase Agreement between the Company and Ross
Financial Corp. dated September 12, 1996.
*4.2 - Stock Purchase Agreement between the Company and Ross
Financial Corp. dated April 23, 1997.
*5.1 - Opinion of Dewey Ballantine as to legality of the
securities being registered.
*23.1 - Consent of Coopers & Lybrand L.L.P.
*23.2 - Consent of Dewey Ballantine.
*24.1 - Power of Attorney (included on signature page).
*Previously filed
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 15 above, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Township of Plainsboro, State of New Jersey, on June
20, 1997.
THE LIPOSOME
COMPANY, INC.
By /s/ Charles A. Baker
Charles A. Baker
Chairman of the Board of Directors,
President, Chief Executive Officer
and Director
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/ Charles A. Baker Chairman of the Board, President, Chief August 13,
Charles A. Baker Executive Officer and Director 1997
* Director August 13,
James G. Andress 1997
* Director August 13,
Morton Collins, Ph.D. 1997
* Director August 13,
Stuart F. Feiner 1997
* Director August 13,
Robert F. Hendrickson 1997
* Director August 13,
Professor Bengt Samuelsson, M 1997
.D.
* Director August 13,
Joseph T. Stewart, Jr. 1997
* Director August 13,
Gerald Weissman, M.D. 1997
* Director August 13,
Horst Witzel, Dr. - Ing. 1997
*By /s/ Carol J. Gillespie
Carol J. Gillespie, Attorney-in-Fact
INDEX TO EXHIBITS
Exhibit Exhibit Sequentially
Number Numbered
Page
4.1 - Standby Purchase Agreement between the Company and Ross Financial *
Corp. dated September 12, 1996.
4.2 - Stock Purchase Agreement between the Company and Ross Financial *
Corp. dated April 23, 1997.
5.1 Opinion of Dewey Ballantine as to legality of the securities being *
- - registered.
23.1 Consent of Coopers & Lybrand L.L.P. II-6
- -
23.2 Consent of Dewey Ballantine (contained in Exhibit 5.1). *
- -
24.1 Power of Attorney (included on signature page).
- -
*Previously filed.
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-3 of our report dated February 3, 1997, on our audits of the financial
statements of The Liposome Company, Inc. included in the company's annual report
on Form 10-K for the year ended December 29, 1996. We also consent to the
references to our firm under the caption "Experts".
Coopers & Lybrand L.L.P.
Princeton, New Jersey
August 7, 1997
