<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-18311
NEUROGEN CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 22-2845714
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
35 Northeast Industrial Road
Branford, Connecticut 06405
(Address of principal executive offices) (Zip Code)
(203) 488-8201
(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
--- ---
As of May 15, 1996, the registrant had 14,151,116 shares of Common Stock
outstanding.
<PAGE>
NEUROGEN CORPORATION
INDEX
Page
Number
------
Part I - Financial Information
Item 1. Financial Statements...................................... 1
Balance Sheets at March 31, 1996 and
December 31, 1995....................................... 1,2
Statements of Operations for the three-month periods ended
March 31, 1996 and 1995................................. 3
Statements of Cash Flows for the three-month periods ended
March 31, 1996 and 1995................................. 4
Notes to Financial Statements............................. 5
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 6-10
Part II - Other Information
Item 1. Legal Proceedings......................................... 11
Item 2. Changes in Securities..................................... 11
Item 3. Defaults upon Senior Securities........................... 11
Item 4. Submission of Matters to a Vote of Security Holders....... 11
Item 5. Other Information......................................... 11
Item 6. Exhibits and Reports on Form 8-K.......................... 11
Signature............................................................ 13
Exhibit Index........................................................ 14-16
i
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Part I - Financial Information
Item 1 - Financial Statements
Neurogen Corporation
Balance Sheets
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
(Unaudited) (Audited)
------------- -------------
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 32,050,052 $ 26,004,548
Marketable securities 59,031,124 39,881,172
Receivables from corporate partner 903,000 -
Other current assets 1,205,075 1,517,543
------------- -------------
Total current assets 93,189,251 67,403,263
Marketable securities - long term 25,731,798
Property, plant & equipment:
Land 425,000 425,000
Building 8,417,046 8,415,766
Equipment 4,623,366 4,071,650
Furniture 174,261 166,072
Construction in progress 410,725 293,911
------------- -------------
14,050,398 13,372,399
Less accumulated depreciation 2,359,272 2,146,482
------------- -------------
Net property, plant and equipment 11,691,126 11,225,917
Other assets, net 451,013 495,384
------------- -------------
$ 105,331,390 $ 104,856,362
============= =============
</TABLE>
See accompanying notes to financial statements.
1
<PAGE>
Neurogen Corporation
Balance Sheets
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
(Unaudited) (Audited)
---------------- -----------------
<S> <C> <C>
Liabilities & Stockholders' Equity
Current Liabilities:
Accrued expenses $ 1,032,166 $ 1,997,647
Unearned revenue from corporate partners 1,494,667 4,100,000
Current portion of mortgage payable 164,858 159,812
---------------- -----------------
Total current liabilities 2,691,691 6,257,459
Mortgage payable, excluding current portion 416,919 460,075
Other compensation 62,587 62,587
---------------- -----------------
Total liabilities 3,171,197 6,780,121
Stockholders' Equity:
Preferred stock, par value $.025 per share.
Authorized 2,000,000 shares; none issued - -
Common stock, par value $.025 per share.
Authorized 30,000,000 shares; issued and outstanding
14,057,759 shares at March 31, 1996 and
13,949,064 shares at December 31, 1995 351,444 348,727
Additional paid-in capital 106,720,864 106,039,959
Accumulated deficit (4,802,645) (8,412,660)
Unrealized gain (loss) on marketable securities (109,470) 100,215
---------------- -----------------
Total stockholders' equity 102,160,193 98,076,241
---------------- -----------------
$ 105,331,390 $ 104,856,362
================= =================
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
Neurogen Corporation
Statements of Operations and Accumulated Deficit
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
March 31, 1996 March 31, 1995
(Unaudited) (Unaudited)
-------------- --------------
<S> <C> <C>
Operating revenues:
Research $ 3,244,667 $ 1,869,667
License fees 3,000,000 -
----------- -----------
Total operating revenues 6,244,667 1,869,667
Operating expenses:
Research and development 3,051,524 3,043,972
General and administrative 748,196 688,432
----------- -----------
Total operating expenses 3,799,720 3,732,404
Other income (expense):
Investment income 1,249,491 180,375
Interest expense (14,423) (18,099)
----------- -----------
Total other income, net 1,235,068 162,276
----------- -----------
Income (loss) before provision for income taxes 3,680,015 (1,700,461)
Provision for income taxes 70,000 -
----------- -----------
Net income (loss) 3,610,015 (1,700,461)
=========== ===========
Earnings (loss) per share $ .23 $ (.17)
=========== ===========
Shares used to compute earnings (loss) per share 15,547,000 10,084,000
----------- -----------
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
Neurogen Corporation
Statements of Cash Flows
<TABLE>
<CAPTION>
Three Months Three Months
Ended March 31, Ended March 31,
1996 1995
(Unaudited) (Unaudited)
--------------- ---------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 3,610,015 $ (1,700,461)
Adjustments to reconcile net income (loss)
to net cash provided by (used in) operating
activities:
Depreciation and amortization expense 216,887 202,264
Net gain on sale of assets - (4,375)
Changes in operating assets and liabilities:
Decrease in accrued expenses (965,481) (410,977)
Increase (decrease) in unearned revenue from corporate partner (2,605,333) 719,666
Decrease in other current assets 312,468 99,109
Increase in receivable from corporate partners (903,000) -
(Increase) decrease in other assets, net 40,274 (9,022)
-------------- -------------
Net cash used in operating
activities (294,170) (1,103,796)
Cash flows from investing activities:
Purchase of plant and equipment (677,999) (370,012)
Purchases of marketable securities (3,069,953) (4,116,343)
Maturities and sales of marketable securities 9,442,114 3,978,444
-------------- -------------
Net cash provided by (used in) investing activities 5,694,162 (507,911)
Cash flows from financing activities:
Exercise of employee stock options 683,622 73,898
Principal payments under mortgage payable (38,110) (33,654)
Principal payments under capital lease obligations - (30,863)
-------------- -------------
Net cash provided by financing
activities 645,512 9,381
-------------- -------------
Net increase (decrease) in cash and cash equivalents 6,045,504 (1,602,326)
Cash and cash equivalents at beginning of period 26,004,548 9,439,727
-------------- -------------
Cash and cash equivalents at end of period $ 32,050,052 $ 7,837,401
============== =============
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
NEUROGEN CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1996
(UNAUDITED)
(1) Basis of Presentation and Summary of Significant Accounting Policies
---------------------------------------------------------------------
The unaudited financial statements have been prepared from the books and
records of Neurogen Corporation (the "Company") in accordance with
generally accepted accounting principles for interim financial information
pursuant to Rule 10-01 of Regulation S-X. Accordingly, they do not include
all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Interim
results are not necessarily indicative of the results that may be expected
for the fiscal year.
(2) Marketable Securities
---------------------
Marketable securities consist principally of debt securities with
maturities of three months to five years and have been classified as
available for sale securities. Management considers these investments,
which represent funds available for current operations, an integral
component of its cash management activities. Accordingly, marketable
securities have been classified as current assets in the March 31, 1996
balance sheet.
(3) Adoption of New Accounting Pronouncements
-----------------------------------------
The Company had adopted Statement of Financial Accounting Standards No. 121
("SFAS 121"), "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of". SFAS 121 requires impairment losses
to be recorded on the long-lived assets used in operations when indicators
of impairment are present and the undiscounted cash flows estimated to be
generated by those assets are less than the assets' carrying amount. SFAS
121 also addresses the accounting for any expected disposal of long-lived
assets. The adoption of SFAS 121 has no impact on the financial position or
results of operations of the Company as no indicators of impairment
currently exist.
The Company has adopted the disclosure provisions of Financial Accounting
Standards No. 123 ("SFAS 123"), Accounting and Disclosure of Stock-Based
Compensation. The Company will continue to account for its stock-based
compensation arrangements under the provisions of APB 25, Accounting for
Stock Issued to Employees.
5
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Since its inception in September 1987, Neurogen has been engaged in the
discovery and development of drugs. The Company has not derived any
revenue from product sales and, excluding the effect of license fees
received from Schering-Plough Corporation ("Schering-Plough") in 1995 and
1996 and Pfizer Inc ("Pfizer") in 1995, expects to incur significant losses
in most years prior to deriving any product revenues. Its revenues to date
have come from three collaborative research agreements entered into with
Pfizer, one collaboration with Schering-Plough, and from interest income.
RESULTS OF OPERATIONS
Results of operations may vary from period to period depending on
numerous factors, including the timing of income earned under existing or
future strategic alliances, joint ventures or financings, if any, the
progress of the Company's research and development projects, technological
advances and determinations as to the commercial potential of proposed
products. Neurogen expects research and development costs to increase
significantly over the next several years as its drug development programs
progress. In addition, general and administrative expenses necessary to
support the expanded research and development activities are expected to
increase for the foreseeable future.
The Company's operating revenues increased to $6.2 million for the three
months ended March 31, 1996 from $1.9 million for the same period in 1995.
The Company's 1996 first quarter results include previously unearned
license revenue of $3 million received from Schering-Plough in July 1995
for access to a portion of Neurogen's combinatorial chemistry libraries.
Research revenues increased $1.4 million, or 74 percent, to $3.2 million
due to the commencement of research funding under the Schering-Plough
Agreement(as defined below) and the 1995 Pfizer Agreement (as defined
below) in July 1995 and November 1995, respectively.
Research and development costs remained flat for the three-month period
ended March 31, 1996 as compared to the same period in 1995. The
assumption of development costs by Pfizer and Schering-Plough, pursuant to
the Company's collaborative agreements, generally offset an increase in the
size of the Company's research staff and Neurogen's additional funding of
its drug development portfolio. Research and development costs represented
80 percent of total operating expenses for the first quarter of 1996 as
compared to 82 percent for the same period in 1995.
General and administrative expenses increased 9 percent to $748,196 for
the three-month period ended March 31, 1996 as compared to the same period
in 1995. This increase is due primarily to an increase in administrative
activities and the addition of related facilities to support the Company's
expanded research programs.
6
<PAGE>
Other income consisting primarily of interest income, and gains and
losses from invested cash and marketable securities increased to $1.2
million for the first quarter of 1996 from $162,000 for the same period in
1995 due to a higher level of invested funds.
The Company recognized net income of $3.6 million for the three months
ended March 31, 1996 as compared with a net loss of $1.7 million for the
same period in 1995. The change in earnings is primarily due to the
recognition of the $3 million license fee and the increase in research
revenues, each as noted above.
In 1994, the Company adopted Financial Accounting Standards Board
Statement No. 115, "Accounting for Certain Investments in Debt and Equity
Securities" ("SFAS 115"). Adoption of SFAS 115 did not have a significant
impact on the Company's financial statements.
The Financial Accounting Standards Board recently issued Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("SFAS 123"). SFAS 123 permits either the recording of the
expense of stock-based compensation over the service period or disclosing
in the footnotes to the financial statement the pro forma effects on net
income and on earnings per share. SFAS 123 will be effective for 1996.
The Company is evaluating the effect of this statement.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1996 and December 31, 1995, cash, cash equivalents and
marketable securities were in the aggregate $91.1 million and $91.6 million
respectively. While the Company's aggregate level of cash, cash
equivalents and marketable securities did not change significantly during
the first quarter of 1996, these levels have fluctuated significantly in
the past and are expected to do so in the future as a result of the factors
described below.
Neurogen's cash requirements to date have been met by the proceeds of its
financing activities, amounts received pursuant to collaborative
arrangements and interest earned on invested funds. The Company's
financing activities include three private placement offerings of its
common stock prior to its initial public offering, underwritten public
offerings of the Company's common stock in 1989, 1991 and 1995, and the
private sale of common stock to Pfizer in connection with entering into the
Pfizer Agreements. Total funding received from these financing activities
was approximately $104.9 million. The Company's expenditures have been
primarily to fund research and development and general and administrative
expenses and to construct and equip its research and development facility.
In the first quarter of 1992, the Company and Pfizer entered into a
collaborative agreement to develop drugs which modulate the
neurotransmitter GABA to treat anxiety disorders and cognition impairment
(the "1992 Pfizer Agreement") pursuant to which Pfizer made a $13.8 million
equity investment in the Company. Under this agreement, the Company has
received or is scheduled to receive $4.6 million in each year from 1992
through 1996 to fund Neurogen's
7
<PAGE>
research in its anxiolytic (anxiety-reducing drugs) and cognitive enhancer
programs. Neurogen could also receive milestone payments of up to $12.5
million during the development and regulatory approval of its anxiolytic
and cognition enhancement products. In return, Pfizer received the
exclusive rights to manufacture and market collaboration anxiolytics and
cognition enhancers that act through the family of receptors which interact
with the neuro-transmitter gama-aminobutyric acid, or GABA, and for which
it will pay Neurogen royalties based upon net sales levels, if any, for
such products. As of March 31, 1996, Pfizer had provided $19.6 million of
research funding to the Company pursuant to the 1992 Pfizer Agreement, in
addition to its $13.8 million equity investment in 1992.
Neurogen and Pfizer entered into their second collaborative agreement
(the "1994 Pfizer Agreement") in July 1994. Under this agreement, Pfizer
made an additional $9.9 million equity investment in the Company.
Additionally, the Company has received or is scheduled to receive
approximately $7.4 million during the three-year period which commenced
July 1, 1994, to fund Neurogen's sleep disorder program and may receive up
to an additional $2.4 million for a fourth year should Pfizer exercise its
option to extend the research program under the collaboration. Neurogen
could also receive milestone payments of up to $3.3 million during the
development and regulatory approval of its sleep disorder compounds. As
part of this second collaboration, Pfizer received the exclusive rights to
manufacture and market GABA-based sleep disorder products for which it will
pay Neurogen royalties depending upon net sales levels, if any. As of
March 31, 1996, Pfizer had provided $5.0 million of research funding to the
Company (including $600,000 in unearned revenues) pursuant to the 1994
Pfizer Agreement, in addition to its $9.9 million equity investment in
1994.
Under both the 1992 Pfizer Agreement and the 1994 Pfizer Agreement, in
addition to making the equity investments and the research and milestone
payments noted above, Pfizer is responsible for funding the cost of all
clinical development and the manufacturing and marketing, if any, of drugs
developed from the collaborations.
Neurogen and Pfizer entered into their third collaborative agreement (the
"1995 Pfizer Agreement") in November 1995 to develop drugs which modulate
the neurotransmitter neuropeptide Y (NPY) to treat disorders, including
obesity. Under this Agreement, Pfizer made an additional $16.5 million
equity investment in the Company and paid a $3.5 million license fee. The
Company has received or is scheduled to receive approximately $7.2 million
during the three-year period which commenced November 1, 1995, to fund
Neurogen's NPY program and may receive up to an additional $2.4 million per
year for a fourth and fifth year should Pfizer exercise its option to
extend the research program under the collaboration. Neurogen could also
receive milestone payments of up to approximately $28 million during the
development and regulatory approval of products under the collaboration.
As of March 31, 1996, Pfizer had provided $600,000 in research funding
pursuant to the 1995 Pfizer
8
<PAGE>
Agreement. As part of this third collaboration, Pfizer received the
exclusive worldwide rights to manufacture and market NPY-based
collaboration compounds, subject to certain rights retained by Neurogen.
Pursuant to the 1995 Pfizer Agreement, Neurogen will fund a minority share
of early stage development costs. In this agreement Neurogen has retained
the right to manufacture any collaboration products in NAFTA countries and
has retained a profit sharing option with respect to product sales in NAFTA
countries. If Neurogen exercises the profit sharing option, it will fund a
portion of the cost of late stage clinical trials and marketing costs and
in return receive a specified percentage of any profit generated by sales
of collaboration products in NAFTA countries. If Neurogen chooses not to
exercise its profit-sharing option, Pfizer would pay Neurogen royalties on
drugs marketed in NAFTA countries and would fund a majority of early stage
and all late stage development and marketing expenses. In either case
Neurogen would be entitled to royalties on drugs marketed in non-NAFTA
countries.
In June 1995, Neurogen and Schering-Plough entered into an agreement (the
"Schering-Plough Agreement") to collaborate in the discovery and
development of drugs for the treatment of schizophrenia and other disorders
which act through the dopamine family of receptors. Pursuant to the
Schering-Plough Agreement, the Company received one-time license fees of
$14 million for rights relating to Neurogen's dopamine program and $3
million for the right to test certain of Neurogen's combinatorial chemistry
libraries in selected non-CNS assays. Schering-Plough also agreed to pay
an additional $3 million in 1996 for the right to test additional
libraries. Neurogen expects to receive approximately $7.2 million during
the two-year period which commenced June 28, 1995, for research and
development funding of the Company's dopamine program. The Company may
receive additional research and development funding of up to $3.6 million
per year for three additional one-year periods depending on whether and the
extent to which Schering-Plough exercises its right to extend the research
program under the collaboration. Neurogen could also receive milestone
payments of up to approximately $32 million if certain development and
regulatory objectives are achieved regarding its products subject to the
collaboration. In return, Schering-Plough received the exclusive worldwide
license to market products subject to the collaboration and Neurogen
retained the rights to receive royalties based on net sales levels, if any,
and an option to manufacture products for the United States market. As of
March 31, 1996, Schering-Plough had provided $3.6 million in research
funding (including $900,000 in unearned revenue) pursuant to the Schering-
Plough Agreement. In addition to the payments described above, Schering-
Plough is responsible for funding the cost of all clinical development and
marketing, if any, of drugs subject to the collaboration.
The Company plans to use its cash balance for its research and
development activities, working capital and general corporate purposes.
Neurogen anticipates that its current cash balance, as supplemented by
research funding pursuant to the Pfizer Agreements and the Schering-Plough
Agreement, will be sufficient to fund its current and planned operations
through 1999. However, Neurogen's funding requirements may change and will
depend upon numerous factors, including but not limited to, the progress of
the Company's research and development programs, the timing and results of
preclinical testing and clinical studies, the timing of regulatory
approvals, technological advances, determinations as to the commercial
potential of its proposed products,
9
<PAGE>
the status of competitive products and the ability of the Company to
establish and maintain collaborative arrangements with others for the
purpose of funding certain research and development programs, conducting
clinical studies, obtaining regulatory approvals and, if such approvals are
obtained, manufacturing and marketing products. The Company anticipates
that it may augment its cash balance through financing transactions,
including the issuance of debt or equity securities and further corporate
alliances. No arrangements have been entered into for any future financing
and no assurances can be given that adequate levels of additional funding
can be obtained on favorable terms, if at all.
As of December 31, 1995, the Company had approximately $12,240,000 of net
operating loss carryforwards available for federal income tax purposes
which expire from the years 2003 through 2009. The Company had
approximately $10,670,000 of Connecticut state tax net operating loss
carryforwards as of December 31, 1995 which expire in the years 1996
through 1999. Because of "change in ownership" provisions of the Tax
Reform Act of 1986, the Company's utilization of its net operating loss
carryforwards may be subject to an annual limitation in future periods.
10
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable for the first quarter ended March 31, 1996.
ITEM 2. CHANGES IN SECURITIES
Not applicable for the first quarter ended March 31, 1996.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable for the first quarter ended March 31, 1996.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable for the first quarter ended March 31, 1996.
ITEM 5. OTHER INFORMATION
Not applicable for the first quarter ended March 31, 1996.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) See Exhibit Index on page 11.
(b) Exhibits and Reports on Form 8-K
The Company filed a Current Report on Form 8-K on March 27, 1996 to submit
for filing (confidential treatment requested) certain contracts relating to its
recent collaboration with Pfizer Inc to develop drugs which work through
neuropeptide Y to treat disorders such as obesity with the 10-K.
On April 25,1996 a Current Report on Form 8-K was filed disclosing a change in
the Company's auditors.
SAFE HARBOR STATEMENT
Statements which are not historical facts, including statements about the
Company's confidence and strategies, the status of various product development
programs, the sufficiency of cash to fund planned operations and the Company's
expectations concerning its development compounds, drug discovery technologies
and opportunities in the pharmaceutical marketplace are "forward looking
statements" within the meaning of the Private Securities Litigations Reform Act
of 1995 that involve risks and uncertainties and are not guarantees of future
performance. These risks include, but are not limited to, difficulties or
delays in development, testing, regulatory approval, production and marketing of
any of the Company's drug candidates, the failure to attract or retain
scientific
11
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management personnel, any unexpected adverse side effects or inadequate
therapeutic efficacy of the Company's drug candidates which could slow or
prevent product development efforts, competition within the Company's
anticipated product markets, the Company's dependence on corporate partners with
respect to research and development funding, regulatory filings and
manufacturing and marketing expertise, the uncertainty of product development in
the pharmaceutical industry, inability to obtain sufficient funds through future
collaborative arrangements, equity or debt financings or other sources to
continue the operation of the Company's business, risk that patents and
confidentiality agreements will not adequately protect the Company's
intellectual property or trade secrets, dependence upon third parties for the
manufacture of potential products, inexperience in manufacturing and lack of
internal manufacturing capabilities, dependence on third parties to market
potential products, lack of sales and marketing capabilities, potential
unavailability or inadequacy of medical insurance or other third-party
reimbursement for the cost of purchases of the Company's products, and other
risks detailed in the Company's Securities and Exchange Commission filings,
including its Annual Report on Form 10-K for the year ended December 31, 1995,
each of which could adversely affect the Company's business and the accuracy of
the forward-looking statements contained herein.
12
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Signature
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.
NEUROGEN CORPORATION
By: /s/ STEPHEN R. DAVIS
-----------------------
Stephen R. Davis
Vice President-Finance and
Chief Financial Officer
Date: May 15, 1996
13
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Exhibit Index
-------------
Exhibit
-------
Number
------
10.1 - Neurogen Corporation Stock Option Plan, as amended
(incorporated by reference to Exhibit 10.1 to the Company's
Form 10-K for the fiscal year ended December 31, 1991).
10.2 - Form of Stock Option Agreement currently used in connection
with the grant of options under Neurogen Corporation Stock
Option Plan (incorporated by reference to Exhibit 10.2 to the
Company's Form 10-K for the fiscal year ended December 31,
1992).
10.3 - Neurogen Corporation 1993 Omnibus Incentive Plan, as amended
(incorporated by reference to Exhibit 10.3 to the Company's
Form 10-K for the fiscal year ended December 31, 1993).
10.4 - Form of Stock Option Agreement currently used in connection
with the grant of options under Neurogen Corporation 1993
Omnibus Incentive Plan (incorporated by reference to Exhibit
10.4 to the Company's Form 10-K for the fiscal year ended
December 31, 1993).
10.5 - Neurogen Corporation 1993 Non-Employee Directors Stock Option
Program (incorporated by reference to Exhibit 10.5 to the
Company's Form 10-K for the fiscal year ended December 31,
1993).
10.6 - Form of Stock Option Agreement currently used in connection
with the grant of options under Neurogen Corporation 1993 Non-
Employee Directors Stock Option Program (incorporated by
reference to Exhibit 10.6 to the Company's Form 10-K for the
fiscal year ended December 31, 1993).
10.7 - Employment Contract between the Company and Harry H. Penner,
Jr., dated as of October 12, 1993 (incorporated by reference to
Exhibit 10.7 to the Company's Form 10-K for the fiscal year
ended December 31, 1993).
10.8 - Employment Contract between the Company and John F. Tallman,
dated as of December 1, 1993 (incorporated by reference to
Exhibit 10.25 to the Company's Form 10-Q for the quarterly
period ended September 30, 1994).
10.9 - Open-End Mortgage Deed and Security Agreement between the
Company and Orion Machinery & Engineering Corp., dated March
16, 1989 (incorporated by reference to Exhibit 10.15 to
Registration Statement No. 33-29709 on Form S-1).
10.10 - Form of Proprietary Information and Inventions Agreement
(incorporated by reference to Exhibit 10.31 to Registration
Statement No. 33-29709 on Form S-1).
14
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10.11 - Warrant to Purchase 47,058 Shares of Common Stock to MMC/GATX
Partnership No. I, dated February 20, 1991 (incorporated by
reference to Exhibit 10.34 to the Company's Form 10-K for the
fiscal year ended December 31, 1990).
10.12 - Collaborative Research Agreement and License and Royalty
Agreement between the Company and Pfizer Inc, dated as of
January 1, 1992 (confidential treatment requested)
(incorporated by reference to Exhibit 10.35 to the Company's
Form 10-K for the fiscal year ended December 31, 1991).
10.13 - License Agreement between the Company and the National
Technical Information Service, dated as of January 1, 1992
(incorporated by reference to Exhibit 10.36 to the Company's
Form 10-K for the fiscal year ended December 31, 1991).
10.14 - Cooperative Research and Development Agreement between the
Company and the National Institutes of Health, dated as of
January 21, 1993 (incorporated by reference to Exhibit 10.37 to
the Company's Form 10-K for the fiscal year ended December 31,
1991).
10.15 - Letter Agreement between the Company and Barry M. Bloom, dated
January 12, 1994 (incorporated by reference to Exhibit 10.25 to
the Company's Form 10-K for the fiscal year ended December 31,
1993).
10.16 - Letter Agreement between the Company and Robert H. Roth, dated
April 14, 1994 (incorporated by reference to Exhibit 10.26 to
the Company's Form 10-K for the fiscal year ended December 31,
1994).
10.17 - Collaborative Research Agreement and License and Royalty
Agreement between the Company and Pfizer Inc, dated as of July
1, 1994 (confidential treatment requested) (incorporated by
reference of Exhibit 10.1 to the Company's Form 10-Q for the
quarterly period ended June 30, 1994).
10.18 - Stock Purchase Agreement between the Company and Pfizer dated
as of July 1, 1994 (incorporated by reference to Exhibit 10.2
to the Company's Form 10-Q for the quarterly period ended June
30, 1994).
10.19 - Registration Rights and Standstill Agreement among the Company
and the Persons and Entities listed on Schedule I thereto,
dated as of July 11, 1994 (incorporated by reference to Exhibit
10.29 to the Company's Form 10-Q for the quarterly period ended
September 30, 1994).
10.20 - Collaboration and License Agreement and Screening Agreement
between the Company and Schering-Plough Corporation
(confidential treatment requested) (incorporated by reference
to Exhibit 10.1 to the Company's Form 8-K dated July 28, 1995).
15
<PAGE>
10.21 - Lease Agreement between the Company and Commercial Building
Associates dated as of August 30, 1995 (incorporated by
reference to Exhibit 10.27 to the Company's Form 10-Q for the
quarterly period ended September 30, 1995).
10.22 - Collaborative Research Agreement between the Company and
Pfizer dated as of November 1, 1995 (confidential treatment
requested) (incorporated by reference to Exhibit 10.1 of the
Company's Form 8-K dated November 1, 1995).
10.23 Development and Commercialization Agreement between the
Company and Pfizer dated as of November 1, 1995 (confidential
treatment requested) (incorporated by reference to Exhibit 10.2
of the Company's Form 8-K dated November 1, 1995).
10.24 - Stock Purchase Agreement between the Company and Pfizer dated
as of November 1, 1995 (incorporated by reference to Exhibit
10.3 of the Company's Form 8-K dated November 1, 1995).
11.1 - Computation of Earnings per Common Share.
27.1 - Financial Data Schedule
16
<PAGE>
Exhibit 11.1
Neurogen Corporation
Computation of Net Earnings (Loss) Per Common Share
(in thousands, except Net Earnings (Loss) per Common Share amounts)
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
March 31,1996 March 31,1995
(Unaudited) (Unaudited)
------------- --------------
<S> <C> <C>
Weighted average shares of
common stock outstanding 14,020 10,084
Dilutive effect of:
Warrants (1) 43 -
Stock options (1) 1,484 -
---------- ----------
Common and common
equivalent shares 15,547 10,084
========== ==========
Net income (loss) $ 3,610 $ (1,700)
========== ==========
Earnings (loss) per common and
common equivalent shares (1) $ 0.23 $ (0.17)
========== ==========
</TABLE>
(1) The common stock equivalents have not been included in periods with losses
as their inclusion would be antidilutive.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM NEUROGEN
CORPORATION AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 32,050,052
<SECURITIES> 59,031,124
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 93,189,251
<PP&E> 14,050,398
<DEPRECIATION> 2,359,272
<TOTAL-ASSETS> 105,331,390
<CURRENT-LIABILITIES> 2,691,691
<BONDS> 0
0
0
<COMMON> 351,444
<OTHER-SE> (109,470)
<TOTAL-LIABILITY-AND-EQUITY> 105,331,390
<SALES> 0
<TOTAL-REVENUES> 6,244,667
<CGS> 0
<TOTAL-COSTS> 3,799,720
<OTHER-EXPENSES> (1,235,068)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 14,423
<INCOME-PRETAX> 3,680,015
<INCOME-TAX> 70,000
<INCOME-CONTINUING> 3,610,015
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,610,015
<EPS-PRIMARY> .23
<EPS-DILUTED> .23
</TABLE>
