INTERNEURON PHARMACEUTICALS INC
8-K, 1996-03-25
PHARMACEUTICAL PREPARATIONS
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT


                       Pursuant to Section 13 or 15(d) of
                        the Securities Exchange Act 1934




Date of Report:  March 22, 1996



                        INTERNEURON PHARMACEUTICALS, INC.
- --------------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)


                                    DELAWARE
- --------------------------------------------------------------------------------
                 (State of other jurisdiction of incorporation)


          0-18728                                    043047911
- ------------------------                   ---------------------------------
(Commission File Number)                   (IRS Employer Identification No.)


ONE LEDGEMONT CENTER, 99 HAYDEN AVENUE, LEXINGTON, MASSACHUSETTS     02173
- --------------------------------------------------------------------------------
 (Address of principal executive offices)                         (Zip Code)


Registrant's telephone no. including area code:  (617) 861-8444
                                                 --------------



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<PAGE>
Item 5.           OTHER EVENTS

         On March 22, 1996, Progenitor, Inc. a majority-owned subsdidiary of the
Registrant, issued a news release relating to the publication of an
international patent application relating to the leptin receptor. The release is
attached hereto as Exhibit 20 and the text of the release is incorporated by
reference herein.


Item 7.     FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

         (c)Exhibits

         Exhibit 20-News Release dated March 22, 1996


C:\BTPM_NY_\46\0044829.01

                                       -2-

<PAGE>


                                   SIGNATURES


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

                                  INTERNEURON PHARMACEUTICALS INC.



                                 By:      /s/ Mark Butler
                                    ----------------------------------------
                                    Mark Butler, Executive Vice President and
                                    Chief Administrative  Officer

Dated:  March 25, 1996


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                                   EXHIBIT 20


                 [INTERNEURON PHARMACEUTICALS, INC. LETTERHEAD]


FOR IMMEDIATE RELEASE

Contact at 614-488-6888

Progenitor, Inc.
Douglass B. Given, M.D., Ph.D.      Stephen J. Williams, Ph.D.
President and CEO                   Vice President, Business Development

Contact at 617-861-8444

Interneuron Pharmaceuticals, Inc.
William B. Boni
Vice President, Corp. Communications

             PROGENITOR ANNOUNCES PUBLICATION OF PATENT APPLICATION
                               FOR LEPTIN RECEPTOR

Columbus, OH, and Lexington, MA, March 22, 1996 -- Progenitor, Inc., a
majority-owned subsidiary of Interneuron Pharmaceuticals, Inc. (NASDAQ:IPIC),
announced today the publication of its International Patent Application (WO 96 /
08510) covering the receptor for leptin and its associated applications. The
patent application covers the leptin receptor protein, the gene for the
receptor, expression vectors and genetically engineered cells carrying the gene.

"With the publication of this international patent application, should this
application be granted, Progenitor could lay claim to a priority intellectual
property position in the field of leptin and leptin receptor biology and
genetics," said Douglass B. Given, president and chief executive officer of
Progenitor. "Discovery of the leptin receptor, one of several novel receptors
identified through Progenitor's core developmental biology program, highlights
the power of an enabling technology focused on identifying promising genes and
proteins expressed in early development, with potential applications in cancer
and other diseases," Dr. Given noted.

The leptin receptor was discovered by a team of Progenitor scientists led by H.
Ralph Snodgrass, Ph.D., vice president, research, using the company's
proprietary technology to identify novel receptors from an enriched source of
early stem cells.

"Several organizations are targeting leptin and its receptor to develop
treatments for diabetes and obesity. These and other potential applications we
are exploring may provide significant co-development, licensing and marketing
opportunities for Progenitor," said Dr. Given.

44701.01
<PAGE>
                                      -2-



The gene for leptin, a naturally occurring protein whose activities in the brain
include regulation of appetite and metabolism, was discovered in late 1994 by
scientists at Rockefeller University. The discovery, viewed as a key to
understanding obesity and developing therapeutic interventions, launched a
search in academic and biopharmaceutical industry laboratories for the protein's
receptor. In December 1995, scientists from Millenium Pharmaceuticals, Inc.
(Cambridge, MA) with collaborators from Hoffman-La Roche, Inc. (Nutley, NJ)
reported the isolation of a leptin receptor protein and its gene from brain
tissue.

Interneuron Pharmaceuticals, Inc. is engaged in the development and
commercialization of innovative pharmaceutical products for neurological and
behavioral disorders. Through three other subsidiaries, Intercardia, Inc.,
Transcell Technologies, Inc., and InterNutria, Inc., Interneuron is developing
products and technologies related to cardiovascular disease, carbohydrate-based
drug discovery and drug transport, and nutritional products.

Progenitor,  Inc. is a  developmental  biology company which uses
proprietary tools,  systems and sources to target  early-stage genes,  molecules
and  functions  with novel  applications  in the  treatment  of cancer and other
diseases. Progenitor is located in Columbus, Ohio.

Except for the descriptions of historical facts contained herein, this news
release contains forward-looking statements that involve risk and uncertainties
as detailed from time to time in Interneuron's SEC filings under the Securities
Act of 1933 and the Securities Exchange Act of 1934.


44701.01


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