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Prospectus 424(b)2 Prospectus for Registration No. 333-69471
VIMRX PHARMACEUTICALS INC.
2751 Centerville Road, Suite 210
Wilmington, Delaware 19808
(302) 998-1734
1,882,215 Shares of Common Stock
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CellPro Incorporated is offering for resale 1,882,215 shares of VIMRX
common stock. CellPro received the shares in exchange for certain of its
intellectual property and related assets. The VIMRX shares may be sold by
CellPro in the public market or in privately negotiated transactions from time
to time. See "Recent Events - Nexell - Acquisition of CellPro Assets" beginning
on page 5 of this prospectus and "Plan of Distribution" beginning on page 10 of
this prospectus.
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VIMRX common stock is traded on the Nasdaq National Market under the symbol
"VMRX." On January 15, 1999, the closing sale price of VIMRX common stock on the
Nasdaq National Market was $ 1.7188 per share.
---------------
This investment involves a high degree of risk. You should purchase shares
only if you can afford a complete loss. See "Risk Factors" beginning on page 3.
---------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
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January 28, 1999
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VIMRX PHARMACEUTICALS INC.
--------------------------------------------
Table of Contents
The Company.................................................................3
Risk Factors................................................................3
Recent Events...............................................................4
Use of Proceeds.............................................................9
Selling Shareholder.........................................................9
Plan of Distribution.......................................................10
Available Information......................................................11
Information Incorporated by Reference......................................11
Limitation of Directors' and Officers' Liability; Indemnification..........12
Legal Matters..............................................................12
Experts....................................................................13
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THE COMPANY
VIMRX is a biotechnology company that focuses on innovative technologies to
improve human health. VIMRX's majority-owned (approximately 80%) principal
subsidiary, Nexell Therapeutics Inc., is developing products utilizing cell
separation technology in cell therapy for cancer and other life-threatening
diseases. Nexell currently sells such products outside the United States, and is
seeking FDA approval to market its products in the United States. VIMRX also has
two compounds in development: VIMRxyn(R), chemically synthesized hypericin,
which is in clinical trials for brain cancer and as an ointment for skin
diseases, and VM301, a wound healing agent.
RISK FACTORS
An investment in shares of VIMRX common stock involves a high degree of
risk. Prospective investors should consider, among other items, the following
factors:
History of Losses. Since commencing its operations in January 1987, through
September 30, 1998, VIMRX incurred a cumulative loss of $128,297,000 in funding
its research and development programs and conducting its operations, and had no
significant operating revenues until 1998. These revenues were principally
derived from European sales of Isolex(R) devices and related disposables by
Baxter Healthcare Corporation, the distributor for Nexell, VIMRX's approximately
80%-owned subsidiary. We expect to continue to incur net losses for the
foreseeable future and can give no assurances that we will successfully complete
the transition from a development stage company to a profitable operating
business.
Termination of Programs. VIMRX has decided to concentrate its resources on
what it believes to be its most promising program, Nexell's Isolex(R)
technology. This has resulted in the termination of VIMRX's collaboration with
Columbia University, the closing of the operations of Innovir Laboratories, Inc.
and may result in curtailment or termination of one of its two other programs
unless it is able to reduce the related costs. See "Recent Events" beginning on
page 4 of this prospectus.
Government Regulation - FDA. The manufacture and marketing of medical
devices and therapeutic products is subject to extensive regulation by the FDA
as well as by state and foreign authorities. Applications for approval of the
two Isolex (R) devices are currently pending with the FDA. The FDA recently
advised Nexell that these applications are approvable subject to the submission
of additional information needed primarily to finalize labeling and the
inspection by the FDA of manufacturing facilities for the Isolex(R) devices and
associated reagents. Notwithstanding this development, we can give no assurance
as to when FDA approval of the Isolex(R) will be granted, if ever. See
"Government Regulation" beginning on page 12 of the 1997 10-K, and "Recent
Events - Government Regulation" beginning on page 8 of this prospectus.
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Competition. VIMRX and Nexell face competition from biotechnology
companies, pharmaceutical companies, medical device manufacturers, academic
institutions, government agencies and public and private research organizations,
many of which have extensive resources and experience in research and
development, clinical testing, manufacturing, regulatory affairs, distribution
and marketing and some of which have significant research and development
activities in areas upon which the programs of VIMRX and its subsidiaries are
focused. We can give no assurances that competing companies will not develop
more effective and/or less costly treatments or procedures for the applications
being explored by VIMRX and Nexell. See "Recent Events - Competition" beginning
on page 8 of this prospectus.
Risks Associated with Forward-Looking Statements Included in this
Prospectus. This prospectus contains certain forward-looking statements
regarding the plans and objectives of management for future operations,
including those relating to the development of the Isolex(R) products. VIMRX's
plans and objectives are based, among other things, on assumptions regarding
timely FDA approval of the Isolex(R) products, development of new applications
for the Isolex(R) products, future economic, competitive and market conditions,
and future business decisions. Although we believe the assumptions underlying
our forward-looking statements are reasonable, any of the assumptions could
prove inaccurate.
RECENT EVENTS
Nexell
Proposed Acquisition of Baxter's Interest in Nexell On January 14, 1999,
the Company and Baxter Healthcare Corporation entered into a letter of intent
pursuant to which the Company would acquire Baxter's entire interest in Nexell
for common stock and other securities of the Company. Upon consummation of the
transaction, which is subject to completion of definitive documentation and
approval by the stockholders of the Company, Nexell would become a wholly-owned
subsidiary of the Company, and the Company would change its name to "Nexell
Therapeutics Inc."
In consideration of the transfer of Baxter's entire interest in Nexell
(shares of common stock, a warrant, and convertible debentures), VIMRX will:
. issue 3 million shares of VIMRX common stock to Baxter;
. issue a seven year warrant to purchase up to and including an additional 5.2
million shares of VIMRX common stock at $1.15 per share to Baxter; and
. agree to fix the conversion price of the $66 million of VIMRX Series A
Convertible Preferred Stock issued to Baxter in December, 1997 to $2.75 per
share. The current provision on the Series A stock states that the
conversion price would be set in July, 1999, based on the price of VIMRX
common stock at that time, subject to a minimum conversion price of $5.50 per
share.
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In addition, VIMRX is assuming the $30 million of the 6 1/2% convertible
subordinated debentures, due November 30, 2004, which Nexell issued to Baxter in
December, 1997. The principal and all accrued but unpaid interest (if any) on
those debentures, which were previously convertible into shares of Nexell common
stock, will be convertible, commencing November 30, 2002, into shares of VIMRX
common stock at a conversion price equal to 95% of the average closing price of
VIMRX common stock on the thirty trading days preceding the date of conversion,
subject to the limitation that the $10 million principal amount of such
debentures is convertible only at the discretion of VIMRX.
Acquisition of CellPro Assets - Background. CellPro Incorporated
("CellPro"), formerly one of Nexell's principal competitors, developed, and the
FDA approved, CellPro's Ceprate(R) SC Stem Cell Concentration System (the
"Ceprate(R) System") for use in autologous (i.e., self-donated) bone marrow and
stem cell transplantation. CellPro was developing additional potential
applications for the Ceprate(R) System, including use as an adjunct to other
cancer treatments, gene therapy and use in support of treatment of debilitating
autoimmune diseases such as multiple sclerosis, lupus, and rheumatoid arthritis.
CellPro was also exploring other cell therapy applications for the Ceprate(R)
technology, including T-lymphocyte transplantation and ex vivo T-lymphocyte
adoptive immunotherapy for cancer.
CellPro's Ceprate(R) technology utilizes the CD34+ monoclonal antibody and
purified stem cell technology, which are patented technologies originally
licensed to Baxter Healthcare Corporation ("Baxter") in the therapeutic field,
directly or indirectly, by Becton, Dickenson and Company ("Becton Dickenson")
and Johns Hopkins University ("Johns Hopkins"). Baxter sublicensed these
technologies to Nexell in December, 1997.
In 1994, Becton Dickenson, Johns Hopkins and Baxter brought a patent
infringement action against CellPro in the U.S. District Court in Wilmington,
Delaware. In the course of the litigation, among other things, CellPro filed a
"citizen's petition" before the FDA seeking to require the FDA to adopt certain
procedures in its review of Nexell's premarket approval application for the
Isolex cell separation systems which could delay or prevent FDA approval of the
application. CellPro also filed a petition before the Department of Health and
Human Services ("HHS") requesting the exercise of so-called "march-in rights," a
form of compulsory licensing, with respect to the patents underlying the CD34+
sublicense.
The court upheld the validity of two patents covering CD34+ monoclonal
antibodies and purified stem cell populations, and ruled that CellPro's
Ceprate(R) SC System and Ceprate(R) LC34 Laboratory Cell Separation System
infringe those patents. In March 1997, a jury in that case found CellPro's
infringement was willful. In September 1997, the court ordered CellPro to pay
Johns Hopkins, Becton Dickinson and Baxter a total of approximately $7.2 million
in damages and enjoined CellPro's manufacture and sale of patent-infringing stem
cell selection systems both in the U.S. and overseas. In August, 1998, the U. S.
Court of Appeals for the Federal Circuit upheld both the award of damages and
the injunction.
To ensure that patients using the CellPro technology have uninterrupted
access to stem cell selection technology, at the request of Johns Hopkins,
Becton Dickinson and Baxter,
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the injunction was stayed in the U.S. until an alternative system, licensed
under the patents, is approved by the FDA. Accordingly, CellPro has been
permitted to continue to supply its stem cell selection device to U.S.
transplant centers pending approval of the Isolex(R) System (or another stem
cell selection device), provided that it pays a court-ordered royalty to Johns
Hopkins and its licensees. The stay of the injunction applies only to the U.S.;
CellPro may no longer manufacture infringing products in the U.S. and export
them for sale in other markets.
- Acquisition Agreement. The above events led to discussions between
CellPro and Nexell regarding the acquisition of CellPro's intellectual property
by Nexell. On October 28, 1998, Nexell entered into an agreement (the
"Acquisition Agreement") with CellPro to purchase substantially all the
intellectual property assets of CellPro, together with certain related tangible
and intangible assets (See "Acquisition of CellPro Assets Acquired Intellectual
Property") in exchange for shares of VIMRX's common stock valued at $3,000,000.
The number of shares issued to CellPro was determined by dividing $3,000,000 by
the average closing price of VIMRX common stock on the Nasdaq National Market
for the fifteen trading days ending on the third business day prior to the
closing date of the Acquisition Agreement. The transaction is expected to close
on or about January 29, 1999.
Pursuant to the Acquisition Agreement, CellPro filed a petition for
reorganization under Chapter 11 of the federal Bankruptcy Code on October 28,
1998. Among other things, the Acquisition Agreement requires CellPro (1) to
withdraw its citizen's petition(s) before the FDA, and otherwise to refrain from
attacking Nexell's premarket approval application for the Isolex cell separation
systems, and (2) to withdraw its petition before the Department of Health and
Human Services requesting the exercise of so-called "march-in rights" with
respect to the patents underlying the CD34+ sublicense.
In a related transaction, Baxter is acquiring the right to distribute the
disposable kits used in connection with CellPro's Ceprate(R) cell processing
equipment. CellPro agreed to maintain its technical support and continue to
perform its regulatory reporting and compliance responsibilities for a limited
period of time after the closing.
- Acquired Assets. The intellectual property and other assets to be
acquired by Nexell will consist of patents (granted and pending), license
agreements, antibodies and related master cell banks and working cell banks for
such antibodies, clinical and research protocols, copyrights, copyright
registration applications, trademarks and trademark applications, software,
supply agreements, marketing materials and books and records. Some of the
monoclonal antibody lines included in the purchased assets may expand the
potential range of diseases for which therapies utilizing the Isolex(R)
technology may be developed. Similarly, the data from clinical trials being
conducted by CellPro, the rights to which are being acquired by Nexell, could
lead to additional diseases or other medical indications which could be treated
using the Isolex(R) technology. Additionally, included in the assets are rights
to two diagnostic kits related to the detection and enumeration of certain types
of cancer cells.
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Patents and Licenses.
In August, 1998, the United States Patent and Trademark Office
(the "Patent Office") allowed Nexell's patent application relating to peptide
release for CD34+ antibody, which is a critical component of the Isolex(R)
system. The patent allowance relates to the method of using a peptide to compete
for the binding site of a cell-capturing antibody, therefore displacing the
antibody and releasing the target cell. These released cells can then be used
for transplantation, cell therapy, or as target cells for gene therapy.
The Patent Office recently allowed (in June and October of
1998) two patents relating to the infusion of neutrophil (white blood cells
responsible for fighting bacterial infections) precursor cells for the treatment
of neutropenia (a common side effect of high dose chemotherapy characterized by
a deficiency of neutrophils and an increased susceptibility to infection). Human
neutrophil precursor cells are a type of immature blood cell which mature into
neutrophils.
Hypericin
Initial results from the brain glioma clinical trial indicate
that VIMRxyn(R) may have a beneficial effect in some patients in the treatment
of brain gliomas. In October, 1998, VIMRX announced the completion of a Phase
I/II study of VIMRxyn(R) for the treatment of glioblastoma, a highly malignant
form of brain tumor. The results of the study indicated that VIMRxyn(R) is safe
at the doses studied, and that an antiglioma effect was observed in several of
the patients in the small study. VIMRX is now developing a protocol for a larger
Phase II, multi-center study to determine more definitively the efficacy of the
compound.
VIMRX is also conducting a Phase I/II clinical trial to
evaluate the efficacy and tolerability of VIMRxyn(R) as a topically applied,
photo-activated therapy for specific skin diseases including psoriasis,
cutaneous T-cell lymphoma and warts. This study is being conducted at two
university hospital medical centers located in Philadelphia, Pennsylvania, and
one center in Cleveland, Ohio.
VM301; Agent For Wound Healing
A Phase I clinical trial, designed to evaluate the safety of
VM301 when applied to broken and unbroken skin of human subjects, was conducted
at a university hospital medical center in New York. No clinical volunteers
participating in the study experienced any adverse results.
VGI/Ventiv BioGroup
VIMRX and its 90% owned subsidiary, VIMRX Genomics, Inc (d/b/a
Ventiv BioGroup, Inc., "VGI"), had been negotiating a restructuring of their
relationship with Columbia University under the Research Agreement dated March
7, 1998 ("Research Agreement") and several related agreements. The restructuring
negotiations were unsuccessful and on November
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11, 1998, VIMRX, Columbia and VGI terminated their relationship and released all
claims arising from that relationship on the following terms and conditions:
. VIMRX paid Columbia $900,000;
. Columbia transferred its interest in VGI to VIMRX; and
. The Research Agreement, the License Agreements relating to Blood Factor
IXai (VM201), the BCL-6 and MUM-1 genes, and the Shareholder's Agreement
between VIMRX and Columbia relating to VGI were terminated, with no further
obligations by the parties thereunder. All intellectual property licensed
to VIMRX or VGI under the agreements reverted to Columbia (or, in the case
of the BCL-6 license, to Columbia and a co-licensor).
Additionally, VGI has vacated its premises at Columbia's
Audubon Building in New York City.
Innovir
VIMRX has completed its funding commitments to Innovir under
its December 31, 1997 agreement, and has determined not to provide any further
funding to Innovir. Innovir's common stock was recently delisted from the Nasdaq
Small-Cap Market and now trades on the OTC Bulletin Board. Innovir closed its
Cambridge, England operations on or about November 30, 1998, and closed its
remaining operations, located in Gottingen, Germany and New York, New York, on
December 31, 1998. Innovir's management is seeking strategic alliances and/or
buyers for its various assets.
Government Regulation
Nexell filed an application for premarket approval ("PMA") of
the Isolex(R)300i with the FDA on February 3, 1998; Baxter, as Nexell's
predecessor in interest, had filed an application for PMA of the Isolex(R)300SA
on February 24, 1997. On July 2, 1998, the FDA notified Nexell that certain data
and other information would be required before the PMA for both devices could be
approved. Nexell submitted the requested information in late August, 1998. The
FDA advised Nexell in a letter dated January 7, 1999, that the PMA application
for the Isolex(R) 300SA, and the supplement for the fully automated Isolex(R)
300i, are approvable subject to the submission of additional information needed
primarily to finalize labeling and the inspection of manufacturing facilities by
the FDA. Nexell intends to submit the requested information promptly, and to
fully cooperate with the FDA's inspection of the manufacturing facilities.
Competition
The sale of CellPro's intellectual property to Nexell
effectively eliminates CellPro as a competitor in the cell separation market.
Other competitors or potential competitors remain, including Miltenyi Biotec
GmbH, Novartis/SyStemix, Amgen Corp. and Aastrom Biosciences Inc. in
collaboration with Cobe BCT, Inc. Nexell's competitive position will be
determined in
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part by which cell selection products are ultimately approved for sale by
regulatory authorities. See "Government Regulation" above and beginning on page
12 of the 1997 10-K.
Employees
VIMRX has eleven full-time employees and believes its relations with its
employees are satisfactory.
Nexell has approximately 104 full-time U.S. employees. VIMRX believes that
Nexell's relations with its employees are satisfactory.
Innovir has no employees.
Directors and Executive Officers of VIMRX
Dr. Jerome Groopman resigned as a director of VIMRX, effective August 3,
1998. Dr. Richard Kouri resigned as Vice-President, Research, and as President
and Chief Executive Officer of VIMRX Genomics, Inc. effective November 6, 1998.
USE OF PROCEEDS
VIMRX will not receive any proceeds from the reoffer and sale of its shares
by CellPro. SELLING SHAREHOLDER
All of the common stock registered pursuant to this prospectus has been
issued to CellPro, the selling shareholder, pursuant to the Acquisition
Agreement (the "Offering"). The following table sets forth certain information
known to VIMRX with respect to beneficial ownership of VIMRX common stock by the
selling shareholder:
<TABLE>
<CAPTION>
Shares Beneficially Shares Shares Beneficially
Owned Offered by Owned
Prior to the Offering (1) This Prospectus After the Offering
------------------------- --------------- ------------------
Selling Shareholder Shares Percent Shares Percent
- ------------------- ------ ------- ------ -------
<S> <C> <C> <C> <C> <C>
CellPro, Incorporated (2) 1,882,215 2.7% 1,882,215 0 0.0%
22215 - 26th Avenue S.E.
Bothell, WA 98021
</TABLE>
- ---------------------
(1) The number and percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 of the Exchange Act, and the information is not
necessarily indicative of beneficial ownership for any other purpose.
(2) CellPro was a principal competitor of Nexell, a majority-owned subsidiary
of VIMRX, and a defendant in a patent infringement action brought by
certain entities, including Baxter, the principal distributor of Nexell's
products. See "Recent Events."
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PLAN OF DISTRIBUTION
VIMRX issued 1,882,215 shares of its common stock to CellPro. Such
1,882,215 shares may be reoffered and sold by CellPro from time to time in
transactions in the Nasdaq National Market, in negotiated transactions, or a
combination of such methods of sale, at fixed prices which may be changed, at
market prices prevailing at the time of sale, at prices related to prevailing
market prices or at negotiated prices. CellPro may effect such transactions by
selling the shares to or through broker-dealers, and such broker-dealers may
receive compensation in the form of discounts, concessions or commissions from
CellPro and/or the purchasers of the shares for whom such broker-dealers may act
as agents or to whom they sell as principals, or both (which compensation as to
a particular broker-dealer might be in excess of customary commissions).
CellPro has entered into a memorandum of understanding with a prospective
transferee ("Transferee") of VIMRX shares with respect to the settlement of a
class action lawsuit brought against CellPro in March 1998 in the United States
District Court for the Western District of Washington. This agreement
contemplates a Stipulation of Settlement whereby the plaintiffs and their
representatives fully, finally and forever resolve, discharge and settle the
claims asserted in such lawsuit against CellPro and its named officers and
directors in exchange for the transfer by CellPro of that number of shares
having a value equal to $2 million as of the date of the closing of the
transactions contemplated by the Acquisition Agreement, plus an amount to be
paid by CellPro's insurance carriers. Prior to such transfer, the Transferee
must agree to the resale restrictions described in the second following
paragraph. Consummation of the transfer of such shares as described above is
subject to approval of the United States Bankruptcy court for the Western
District of Washington.
CellPro and any broker-dealers or agents that participate in the
distribution of the VIMRX shares issued to CellPro are "underwriters," and the
Transferee may be deemed to be an "underwriter," within the meaning of the
Securities Act, and any commissions received by them and any profit on the
resale of the VIMRX shares will be deemed to be underwriting commissions or
discounts under the Securities Act.
CellPro has agreed for a period (approximately 180 days) following the date
of this prospectus, not to sell in the public market on any given day more than
the number of shares equal to 25% of the average daily trading volume of VIMRX's
common stock (excluding sales by CellPro and any third party acquiring shares
from CellPro in a private transaction) over the 180-day period preceding the
sale. CellPro further agreed to impose the foregoing restriction on any
purchaser of shares in a private transaction.
Rules 102 and 103 under Regulation M under the Securities Exchange Act
("Regulation M") prohibit participants in a distribution from bidding for, or
purchasing for an account in which the participant has a beneficial interest,
any of the securities that are the subject of the distribution. Rule 104 under
Regulation M governs bids and purchases made to stabilize the price of a
security in connection with a distribution of the security.
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VIMRX has advised CellPro, and CellPro has agreed to advise the Transferee
that, during such time as CellPro, and the Transferee, if the Transferee is
deemed to be a participant in the distribution, are engaged in a distribution of
the shares, they must comply with the applicable provisions under Regulation M,
and that they must furnish copies of this prospectus to each broker-dealer
through which the shares may be offered. CellPro, and the Transferee, if the
Transferee is deemed to be a participant in the distribution, is required to
inform VIMRX and broker-dealers through whom sales may be made hereunder when
the distribution of the shares is completed.
AVAILABLE INFORMATION
We file reports, proxy statements and other information with the Securities
and Exchange Commission (the "Commission"). You may read and copy any document
we file at the Public Reference Room of the Commission at Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549 and at the Regional Offices of the
Commission at Seven World Trade Center, Suite 1300, New York, New York 10048 and
at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Please
call 1-800-SEC-0330 for further information concerning the Public Reference
Room. Our filings also are available to the public from the Commission's website
at www.sec.gov. We distribute to our stockholders annual reports containing
audited financial statements.
INFORMATION INCORPORATED BY REFERENCE
The Commission allows us to "incorporate by reference" the information we
file with it, which means that we can disclose important information to you by
referring to those documents. The information incorporated by reference is
considered to be part of this prospectus. We incorporate by reference the
documents listed below.
. VIMRX's Annual Report on Form 10-K for the fiscal year ended December 31, 1997
(as amended on Form 10-K/A filed May 11, 1998), and
. VIMRX's Quarterly Reports on Form 10-Q filed for the fiscal quarters ended
March 31, 1998, June 30, 1998 and September 30, 1998, and
. VIMRX's Current Report on Form 8-K filed on January 2, 1998, and
. VIMRX's Current Report on Form 8-K filed on January 8, 1999.
You may request a copy of these filings, at no cost, by writing or calling
us at:
VIMRX PHARMACEUTICALS INC.
2751 Centerville Road, Suite 210
Wilmington, Delaware 19808
Attn: Vice President - Corporate Communications
(302) 998-1734
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This prospectus is accompanied by a copy of VIMRX's Annual Report on Form
10-K for the year ended December 31, 1997, and by a copy of VIMRX's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1998.
This prospectus is part of a registration statement we filed with the
Commission. You should rely only on the information or representations provided
in this prospectus. We have authorized no one to provide you with different
information. No offer of the common stock will be made in any state where the
offer is not permitted. You should not assume that the information in this
prospectus is accurate as of any date other than the date on the cover of this
prospectus.
LIMITATION OF DIRECTORS' AND OFFICERS' LIABILITY; INDEMNIFICATION
VIMRX has included in its Certificate of Incorporation and By-laws
provisions to (i) eliminate the personal liability of its directors and officers
for monetary damages resulting from breaches of their fiduciary duty (provided
that such provisions do not eliminate liability for breaches of the duty of
loyalty, acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, violations under Section 174 of the
Delaware General Corporation Law (which governs dividends at a time when VIMRX
cannot afford to pay dividends), or for any transaction from which the director
and/or officer derived an improper personal benefit), and (ii) indemnify its
directors and officers to the fullest extent permitted by the Delaware General
Corporation Law, including circumstances in which indemnification is otherwise
discretionary.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, VIMRX has been informed 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.
LEGAL MATTERS
Epstein Becker & Green, P.C., New York, NY will pass upon the validity of
the Securities offered hereby for VIMRX. Partners of Epstein Becker & Green,
P.C. own approximately 500,000 shares of VIMRX's common stock.
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EXPERTS
The consolidated financial statements of VIMRX as of December 31, 1997, and
for the year then ended, set forth in the Annual Report on Form 10-K attached to
this prospectus and Registration Statement have been audited by KPMG LLP,
independent auditors, as set forth in their report thereon dated March 23, 1998,
and are included in reliance upon such report given upon the authority of such
firm as experts in accounting and auditing.
The consolidated financial statements of VIMRX as of December 31, 1996, and
for each of the years in the two-year period then ended set forth in the Annual
Report on Form 10-K incorporated by reference in and attached to this prospectus
and Registration Statement have been audited by Richard A. Eisner & Company,
LLP, independent auditors, as set forth in their report thereon dated March 14,
1997, and are incorporated and attached in reliance upon such report given upon
the authority of such firm as experts in accounting and auditing.
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