VIMRX PHARMACEUTICALS INC
DEFA14A, 1997-11-26
PHARMACEUTICAL PREPARATIONS
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                                  SCHEDULE 14A
                                 (Rule 14a-101)

                    INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION
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                           VIMRx PHARMACEUTICALS INC.
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                         SUPPLEMENT TO PROXY STATEMENT
                            DATED NOVEMBER 5, 1997
 
                               ----------------
 
                          VIMRX PHARMACEUTICALS INC.
 
                               ----------------
 
                        SPECIAL MEETING OF STOCKHOLDERS
                        TO BE HELD ON DECEMBER 16, 1997
 
                               ----------------
 
  The letter to stockholders on the reverse side hereof supplements the Proxy
Statement of VIMRx Pharmaceuticals Inc. dated November 5, 1997.
 
  The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for certain forward-looking statements. The forward-looking statements
contained in this Proxy Statement Supplement are subject to certain risks and
uncertainties. Actual results could differ materially from current
expectations. Among the factors which could cause the results to differ from
those contained in the forward-looking statements contained herein are the
ability to gather and process the data and information requested on a timely
basis, success of the Company's clinical trials, delays in receiving FDA or
other regulatory approvals and the development of competing therapies and/or
technologies by other companies.
 
 
       The date of this Proxy Statement Supplement is November 26, 1997.
<PAGE>
 
                          VIMRX PHARMACEUTICALS INC.
                             2751 CENTERVILLE ROAD
                                   SUITE 210
                                LITTLE FALLS II
                          WILMINGTON, DELAWARE 19808
 
                                                              November 26, 1997
 
Dear Stockholder:
 
  Last month, VIMRx Pharmaceuticals Inc. and Baxter Healthcare Corporation
signed definitive agreements to form a new cell therapy company to develop and
market innovative treatments for cancer and other life-threatening diseases.
Since that announcement, we have received additional information related to
the U.S. regulatory review and approval time line of the company's lead
product.
 
  As background, the main product of the newly formed company will be the
Isolex(R) 300 Cell Selection System which is used to isolate stem cells, the
parent cells of all blood cells, from the blood or bone marrow. These cells
can restore the patient's blood and immune systems which may be impaired by
disease or as a result of aggressive cancer therapy. The Isolex(R) 300, and an
integrated, fully automated machine--the Isolex(R) 300i, are approved and
marketed in Europe. The first generation machine, the Isolex(R) 300, is
currently under submission with the U.S. Food and Drug Administration (FDA)
and regulatory authorities in Japan.
 
  Late last week, the FDA, in written communications to Baxter, requested the
submission of additional data and information on the Isolex(R) 300 as a
prerequisite to the FDA's processing of the application. Although approval
cannot be assured, Baxter and VIMRx believe that the FDA's requests can be
satisfactorily addressed and that an application amendment can be forwarded to
the FDA within several months. Once data are submitted, the FDA then has 180
days to respond.
 
  It is also our intention to submit a supplemental application to the FDA to
request approval of the Isolex(R) 300i Cell Selection System within the same
time period. The application, and potential future approval of the Isolex(R)
300i, would be important because the fully automated machine provides
additional user conveniences to the health care community.
 
  A request contained in the letter from the FDA is for additional clinical
data on the reduction of tumor cells within the selected stem cell product
from studies using both the Isolex(R) 300 and the Isolex(R) 300i. The
requested information is currently being extracted from existing clinical data
and will be forwarded to the FDA. The inclusion of these data in the
application may enable the new company to strengthen the future labeling and
marketing claims for both of the cell selection devices.
 
  In summary, the FDA has requested additional data before they can process
the Isolex(R) 300 application. We believe that the regulatory questions are
reasonable and can be responded to satisfactorily. A decision from the FDA is
now anticipated in mid-1998. Finally, the new company will file a supplemental
application for the Isolex(R) 300i automated cell selection device within a
similar time frame--which would be an important development for the new
company, healthcare community and patient populations.
 
  We continue to be very enthusiastic about the cell therapy business.
Everything is on track to close the transaction in December 1997, pending
VIMRx shareholder approval. As I have stated in the past, the alliance with
Baxter and its future business prospects is a transforming event for VIMRx. If
you have any questions, please call Laura A. Mastrangelo, Vice President of
Corporate Communications, at 302-998-1734. Thank you for your interest in our
growing business and your continued support.
 
                                Cordially,
 
                                
                                /s/ Richard L. Dunning

                                Richard L. Dunning
                                President and Chief Executive Officer


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