<PAGE> 1
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: June 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from
_____________________ to ____________________
Commission File Number 0-19117
IMMULOGIC PHARMACEUTICAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-3397957
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
610 Lincoln Street, Waltham, MA 02154
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 466-6000
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 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 requirement for the past 90 days.
Yes X No
Number of shares of $.01 par value common stock outstanding as of June 30, 1997
20,242,640
Exhibit Index is on Page 10
<PAGE> 2
IMMULOGIC PHARMACEUTICAL CORPORATION
INDEX TO FORM 10-Q
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets 3
June 30, 1997 and December 31, 1996
Condensed Consolidated Statements of Operations 4
Three and Six Months Ended June 30, 1997 and 1996
Condensed Consolidated Statements of Cash Flows 5
Six Months Ended June 30, 1997 and 1996
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial 7
Condition and Results of Operations
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 9
Item 6. Exhibits 10
Reports on Form 8-K 10
SIGNATURES 11
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
IMMULOGIC PHARMACEUTICAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(dollars in thousands)
<TABLE>
<CAPTION>
June 30, 1997 December 31, 1996
------------- -----------------
<S> <C> <C>
ASSETS
------
Current assets:
Cash and cash equivalents $ 19,654 $ 23,742
Short-term investments 30,806 30,881
Prepaid expenses and other current assets 885 625
--------- ---------
Total current assets 51,345 55,248
Property and equipment, net 8,203 8,933
Long-term investments 7,186 15,424
Other assets 49 49
--------- ---------
Total assets $ 66,783 $ 79,654
========= =========
LIABILITIES
-----------
Current liabilities:
Accounts payable $ 736 $ 789
Accrued expense and other current liabilities 5,331 6,564
--------- ---------
Total current liabilities 6,067 7,353
Other long-term liabilities 325 375
--------- ---------
Total liabilities: 6,392 7,728
--------- ---------
STOCKHOLDERS' EQUITY
--------------------
Preferred stock - $.01 par value;
1,000,000 shares authorized; no shares issued
or outstanding -- --
Common stock - $.01 par value; 40,000,000 shares
authorized; 20,242,640 and 20,224,516 shares issued
and outstanding at June 30, 1997 and
December 31, 1996,
respectively 202 202
Additional paid-in capital 185,131 185,040
Accumulated deficit (124,942) (113,316)
--------- ---------
Total stockholders' equity 60,391 71,926
--------- ---------
Total liabilities and stockholders' equity $ 66,783 $ 79,654
========= =========
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
3
<PAGE> 4
IMMULOGIC PHARMACEUTICAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
--------------------------- -------------------------
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Revenues:
Sponsored research revenues $ 368 $ 625 $ 920 $ 1,250
----------- ----------- ----------- ----------
Total revenues 368 625 920 1,250
Operating expenses:
Research and development 5,113 5,978 10,004 12,085
General and administrative 1,396 1,517 4,284 2,985
----------- ----------- ----------- -----------
Total operating expenses 6,509 7,495 14,288 15,070
----------- ----------- ---------- ----------
Operating loss (6,141) (6,870) (13,368) (13,820)
Interest income 851 1,277 1,742 2,548
----------- ---------- ----------- -----------
Net loss $ (5,290) $ (5,593) $ (11,626) $ (11,272)
========== ========== ========== ==========
Net loss per common share $ (0.26) $ (0.28) $ (0.57) $ (0.56)
=========== =========== =========== ===========
Weighted average number of
common shares outstanding 20,242 20,217 20,241 20,194
========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements
4
<PAGE> 5
IMMULOGIC PHARMACEUTICAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
<TABLE>
<CAPTION>
Six Months Ended June 30,
-------------------------
1997 1996
<S> <C> <C>
Operating activities:
Net loss $(11,626) $(11,272)
Depreciation and amortization 1,319 1,321
Other (1,512) (184)
-------- --------
Net cash used in operating activities (11,819) (10,135)
-------- --------
Investing activities:
Purchase of equipment and leasehold improvements (588) (432)
Net change in short-term investments 75 7,020
Net change in long-term investments 8,238 (4,200)
-------- --------
Net cash provided by investing activities 7,725 2,388
-------- --------
Financing activities:
Exercise of stock options 6 997
-------- --------
Net cash provided by financing activities 6 997
-------- --------
Net decrease in cash and cash equivalents (4,088) (6,750)
Cash and cash equivalents, beginning of period 23,742 19,067
-------- --------
Cash and cash equivalents, end of period $ 19,654 $ 12,317
======== ========
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements
5
<PAGE> 6
IMMULOGIC PHARMACEUTICAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note A - Basis of Presentation
The accompanying unaudited condensed consolidated financial statements reflect
all adjustments which are necessary, in the opinion of management, for a fair
presentation of results of the interim periods presented. The statements do not
include all information and footnote disclosures required by generally accepted
accounting principles and therefore should be read in conjunction with the
consolidated financial statements and footnotes included in the Company's 1996
Annual Report. The results of operations for the interim periods presented are
not necessarily indicative of the results of operations for the full fiscal
year.
Note B - Work Force Reduction
On June 17, 1997, ImmuLogic announced that it had reduced its work force and
restructured its operations in accordance with its intent to focus development
efforts on the ALLERVAX(R) allergy program. The 28% reduction, or 39 positions,
left the Company with 94 full-time employees. As a result of the reduction and
restructuring, the Company recorded a $650,000 one-time charge during the second
quarter of 1997, consisting primarily of severance payments provided to
employees whose positions were eliminated as a result of the work force
reduction. A substantial amount of the $650,000 charge was paid during the
second quarter of 1997. This work force reduction and restructuring of
operations is expected to result in annualized savings to the Company of
approximately $2.6 million.
6
<PAGE> 7
IMMULOGIC PHARMACEUTICAL CORPORATION
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Revenues for the second quarter of 1997 were $368,000 compared to $625,000 for
the second quarter of 1996. For the first six months of 1997, revenues were
$920,000 consisting primarily of research funding from Schering AG, Germany
(Schering) related to a joint development and collaboration agreement in the
Company's multiple sclerosis program and sponsored research revenues from the
National Institute of Health (NIH) for a grant related to the research and
development of a cocaine vaccine. For the first six months of 1996, revenues
were $1,250,000, consisting entirely of research funding from Schering related
to the aforementioned joint development and collaboration agreement in the
Company's multiple sclerosis program.
Total operating expenses for the second quarter of 1997 decreased $986,000 or
13.2% to $6,509,000 as compared to the second quarter of 1996. On a year-to-date
basis, total expenses decreased by $782,000 or 5.2% to $14,288,000 as compared
to the first six months of 1996. The decrease in operating expenses in both the
three and six-month periods was primarily due to reduced clinical trial and
related development activity as compared to the prior year offset in part by
severance paid to former executive officers of the Company and severance paid to
former employees in connection with the work force reduction which occurred
during the second quarter of 1997.
Interest income for the second quarter of 1997 was $851,000 compared to
$1,277,000 for the second quarter of 1996, a decrease of $426,000 or 33.4%. For
the first six months of 1997, interest income was $1,742,000 compared to
$2,548,000 for the first six months of 1996, a decrease of $806,000 or 31.6%.
The decrease in interest income for both the quarter and year-to-date resulted
from a lower available investment balance as compared to the prior year as well
as interest payments received from Hoechst Marion Roussel, Inc. during the prior
year period related to capital expenditures made by the Company to manufacture
the ALLERVAX(R) family of therapeutics. These interest payments to the Company
ended as of September 7, 1996.
The Company reported a net loss of $5,290,000 ($(0.26) per share) for the second
quarter of 1997 compared to a net loss of $5,593,000 ($(0.28) per share) for the
second quarter of 1996, a decrease of $303,000 or 5.4%. The decrease in net loss
for the period resulted primarily from reduced clinical trial and related
development activity as compared to the prior year, offset in part by severance
paid to former executive officers of the Company, severance paid in connection
with the work force reduction which occurred during the second quarter of 1997
and lower interest income. For the first six months of 1997, the Company
reported a net loss of $11,626,000 ($(0.57) per share) compared to a net loss of
$11,272,000 ($0.56) per share) for the comparable 1996 period. The increased net
loss for the six-month period was due to severance paid to former executive
officers of the Company, severance paid to former employees in connection with
the work force reduction which occurred during the second quarter of 1997
7
<PAGE> 8
and lower interest income offset by savings resulting from reduced clinical
trial and related development activity.
Liquidity and Capital Resources
At June 30, 1997, the Company had $45,278,000 of working capital consisting
primarily of cash and cash equivalents and short-term investments, as compared
to $47,895,000 at December 31, 1996. In addition, the Company had $7,186,000 in
long-term investments compared to $15,424,000 at December 31, 1996. The decrease
of $10,855,000 in working capital and long-term investments combined was
primarily attributable to cash used in operations of $11,819,000 and capital
purchases of $588,000.
In May 1997 the Company reported receipt of a $2.2 million cooperative award
from the National Institute on Drug Abuse (NIDA) to fund preclinical and initial
clinical evaluation of a cocaine vaccine to be completed over the next four
years. No revenues have been earned or cash received from this award during the
first six months of 1997.
The Company expects to incur losses for at least a number of years as the
Company's research, development, and clinical trial programs expand. ImmuLogic
has funded its operations to date primarily through the sale of equity
securities, sponsored research revenues, license payments, and earnings on
invested capital. The Company has expended substantial funds for the research
and development of its products, and will in the future expend substantial funds
for further research and development, establishment of commercial-scale
manufacturing capabilities, and the marketing of its products. The Company will
seek to obtain additional funds for these purposes through equity or debt
financings, collaborative arrangements with corporate partners, or from other
sources. No assurance can be given that such additional funds will be available
to the Company for such purposes on acceptable terms, if at all. Insufficient
funds could require the Company to delay, scale back, or eliminate certain of
its research and development programs or to license third parties to
commercialize products or technologies that the Company would otherwise develop
or commercialize itself.
This Quarterly Report on Form 10-Q contains forward-looking statements. For this
purpose, any statements contained herein that are not statements of historical
fact may be deemed to be forward-looking statements. Without limiting the
foregoing, the words "believes," "anticipates," "plans," expects," intends" and
similar expressions are intended to identify forward-looking statements. There
are a number of important factors that could affect the future operating results
of the Company, including, without limitation, the factors set forth in the
preceding paragraph with respect to availability of funds and those set forth
under the heading "Factors Which May Affect Future Operating Results" and
elsewhere in the Company's Annual Report on Form 10-K for the year ended
December 31, 1996, as filed with the Securities and Exchange Commission, and the
information contained in this Quarterly Report on Form 10-Q should be read in
light of such factors.
8
<PAGE> 9
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Securities Holders
At the Annual Meeting of Stockholders held on May 13, 1997, the vote with
respect to the election of seven directors to the Board was as follows; C.
Garrison Fathman, M.D., 19,005,458 shares FOR and 91,728 shares WITHHELD; Samuel
C. Fleming, 19,017,508 shares FOR and 79,678 shares WITHHELD; Paul A. Friedman,
M.D., 19,018,898 shares FOR and 78,288 shares WITHHELD; Carl S. Goldfischer,
M.D., 19,017,933 shares FOR and 79,253 shares WITHHELD; Geraldine A. Henwood,
19,015,564 shares FOR and 81,622 shares WITHHELD; J. Joseph Marr, M.D.,
19,017,608 shares FOR and 79,578 shares WITHHELD; and Richard F. Pops,
19,014,908 shares FOR and 82,278 shares WITHHELD. The vote with respect to
ratifying the selection of Coopers and Lybrand L.L.P. as the Company's
independent auditors for the current year was 19,015,064 shares FOR, 50,135
shares AGAINST and 31,987 shares ABSTAINING.
9
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Item 6. Exhibits and Reports on Form 8-K
(a) EXHIBITS:
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
------ -------
<S> <C>
10.01 Consulting Agreement dated May 13, 1997
between the Registrant and J. Richard Crowley
27 Financial Data Schedule
</TABLE>
(b) REPORTS ON FORM 8-K
No Current Reports on Form 8-K were filed during the quarter
ended June 30, 1997.
10
<PAGE> 11
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 thereunto duly authorized.
IMMULOGIC PHARMACEUTICAL CORPORATION
------------------------------------
(Registrant)
<TABLE>
<CAPTION>
<S> <C>
Date: 8/1/97 J. Joseph Marr, M.D.
--------------------- --------------------
J. Joseph Marr, M.D.
Chief Operating Officer
Date: 8/1/97 J. Richard Crowley
--------------------- ------------------
J. Richard Crowley
Chief Financial Officer
(Principal Financial and Accounting Officer)
</TABLE>
11
<PAGE> 1
Exhibit 10.01
CONSULTATION AGREEMENT
This Consultation Agreement, effective as of May 13, 1997, between
ImmuLogic Pharmaceutical Corporation, a Delaware corporation having a place of
business at 610 Lincoln Street, Waltham, MA 02154, its consultants and
affiliates ("ImmuLogic"), and J. Richard Crowley (Social Security Number
###-##-####) having an office at One Keystone Way, Andover, MA 01810
("Consultant").
W I T N E S S E T H:
WHEREAS, ImmuLogic desires to have the benefit of Consultant's
knowledge and experience, and Consultant desires to provide consulting services
to ImmuLogic, all as hereinafter provided in this Agreement;
NOW, THEREFORE, in consideration of the premises and mutual agreement
hereinafter set forth, effective the date hereof, ImmuLogic and Consultant
hereby agree as follows:
1. CONSULTATION. ImmuLogic shall retain Consultant as a consultant, and
Consultant shall serve ImmuLogic as a consultant upon the terms and conditions
hereinafter set forth.
2. TERM. The term of this Agreement shall be from the above date until the
effective date of termination. Either party may terminate the Agreement by
providing thirty (30) days prior written notice to the other party.
3. CONSULTING DUTIES.
(a) During the term, Consultant agrees to serve as Chief Financial Officer
of ImmuLogic, at the pleasure of the Chief Operating Officer, and
Consultant shall render to ImmuLogic or to ImmuLogic's designee such
consulting services in his fields of expertise and knowledge related to
the business of ImmuLogic and at such times and places as ImmuLogic may
from time to time request. ImmuLogic shall give Consultant reasonable
advance notice of any additional services required of him hereunder.
Consultant agrees to use his best efforts to devote as much time as is
necessary to perform his duties as chief financial officer of
ImmuLogic, but it is also the intent of the parties that Consultant
will be afforded the resources to accomplish this in a manner such that
time spent at ImmuLogic will average two to three days a week.
(b) All work to be performed by Consultant for ImmuLogic shall be under the
general supervision of ImmuLogic.
(c) Consultant shall devote his best efforts and ability to the performance
of the duties attaching to this obligation, devoting an amount of time
as mutually agreed. All work performed by Consultant for ImmuLogic
shall be at times reasonably convenient to him. Consultant
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agrees to furnish ImmuLogic with written reports with respect to such
consulting services if and when requested by ImmuLogic.
4. COMPENSATION. In consideration for the services rendered by Consultant to
ImmuLogic, ImmuLogic shall pay Consultant during the Term compensation in the
amount of One Hundred Ten dollars ($110.00) per hour for each hour of consulting
work performed on behalf of ImmuLogic. Payment of such amounts will be made upon
ImmuLogic's approval of a detailed invoice from Consultant. The payment of such
amounts shall cease upon Consultant's death or permanent disability. Consultant
agrees to furnish ImmuLogic with written reports with respect to such consulting
services if and when requested by ImmuLogic.
5. REIMBURSEMENT OF EXPENSES. ImmuLogic shall reimburse Consultant for his
reasonable out-of-pocket expenses incurred in the performance of his duties
hereunder as requested by ImmuLogic upon presentation of reasonably detailed
receipts.
6. STATUS. Consultant's relation to ImmuLogic shall be that of an independent
contractor and neither this Agreement nor the services to be rendered hereunder
shall for any purpose whatsoever or in any way or manner create any
employer-employee relationship between the parties. Consultant acknowledges that
he will be a corporate officer of ImmuLogic for purposes of Section 16 of the
Securities Exchange Act of 1934.
7. INVENTIONS, PROPRIETARY RIGHTS AND DISCLOSURES.
(a) Consultant agrees to disclose promptly to ImmuLogic all inventions,
discoveries, designs, improvements and all other intellectual property
rights (collectively referred to as "Inventions") made or perfected in
the performance of, or arising out of, the work to be performed by
Consultant for ImmuLogic, and will maintain adequate and current
written records (in the form of notes, sketches, drawings and as may be
specified by ImmuLogic), properly corroborated, to document the
conception and/or first actual reduction to practice of any Invention.
Such written records shall be available to and remain the sole property
of ImmuLogic at all times. All such Inventions and patents therefor
shall be the exclusive property of ImmuLogic. Consultant hereby
undertakes and agrees to execute such assignments and other papers
which, in the opinion of ImmuLogic, are necessary at any time to permit
the filing and prosecution of copyrights, applications for copyrights,
applications for patents covering the Inventions or are otherwise
required for compliance with the provisions of this paragraph.
(b) Consultant agrees that the services furnished pursuant to the work to
be performed hereunder, the data and Inventions generated by the said
work and any and all information, data, specifications, techniques,
formulae and processes disclosed by ImmuLogic in connection therewith
(collectively referred to as "Confidential Information") are the
property of ImmuLogic and are confidential and proprietary to
ImmuLogic. Consultant agrees that he shall not use Confidential
Information for any purpose other than as advised or directed by
ImmuLogic regardless of whether such Confidential Information has been
furnished or made available to Consultant by ImmuLogic or is original
with Consultant. Without ImmuLogic's
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express written consent first obtained, Consultant agrees that he shall
not disclose or make available any Confidential Information to any
third party regardless of whether such Confidential Information has
been furnished or made available to Consultant by ImmuLogic or is
original with Consultant. Consultant shall not discuss the nature of
his activities in connection with ImmuLogic with anyone except
authorized representatives of ImmuLogic. At ImmuLogic's request,
Consultant shall provide ImmuLogic with all Confidential Information
furnished to Consultant by ImmuLogic or original with Consultant in
connection with his services furnished hereunder which has been reduced
to writing and retain no copies thereof. Consultant understands that in
receiving Confidential Information, he receives no right to a license,
implied or otherwise, under any patent or other rights now or hereafter
owned or controlled by ImmuLogic.
(c) The foregoing obligations of confidentiality and non-use shall not
apply to:
(1) information which at the time of disclosure by ImmuLogic
hereunder to Consultant or at the time of generation by
Consultant is in the public domain;
(2) information which after disclosure by ImmuLogic to Consultant
or generation by Consultant is published or otherwise becomes
part of the public domain through no fault of Consultant, but
only after it is so published or so becomes part of the public
domain;
(3) information received by Consultant from a third party who is
legally in possession of the same and not under an obligation
of confidentiality with respect thereto; or
(4) information which was already in Consultant's possession at
the time of receipt from ImmuLogic, as evidenced by written
records;
however, Confidential Information shall not be deemed within the
foregoing exceptions if
(i) specific information is merely embraced by more general
information in the public domain or Consultant's possession,
or (ii) it constitutes a combination which can be
reconstructed from multiple sources in the public domain or
Consultant's possession, none of which shows the whole
combination of the Confidential Information.
(d) Consultant warrants and represents that no trade secrets or other
confidential information of any other person, firm, corporation,
institution or other entity will be wrongfully disclosed by him to
ImmuLogic in connection with any of the services called for hereunder.
Consultant further warrants and represents that none of the provisions
of this Agreement, nor the services which will be performed by
Consultant pursuant to the work to be performed hereunder, contravenes
or is in conflict with any agreement of Consultant with, or obligation
to, any other person, firm, corporation, institution or other entity
including, without limiting the generality of the foregoing, employment
agreements, consulting agreements, disclosure agreements or agreements
for assignment of inventions. Consultant further agrees that if his
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services to other enterprises result in a conflict of interest with his
obligations to ImmuLogic under this Agreement, he will immediately
inform ImmuLogic and resolve the conflict in a mutually satisfactory
manner.
8. EMPLOYEES OF IMMULOGIC. Consultant agrees that during the Term and for two
(2) years thereafter, Consultant shall not directly or indirectly
(a) retain the services of any employees of ImmuLogic or assist anyone else
doing so; or
(b) cause any person or entity rendering services to ImmuLogic to
discontinue his or its relationship with ImmuLogic.
9. INDEMNIFICATION. To the fullest extent permitted by law, ImmuLogic shall
indemnify, defend and hold Consultant harmless from and against any and all
claims, damages, costs, expenses or other liabilities, including reasonable
attorneys' fees and court costs, incurred by or imposed upon Consultant in
connection with any claims, suits, actions, demands or judgments arising out of
Consultant's position as an officer of ImmuLogic or Consultant's activities on
behalf of ImmuLogic; provided, however, that this indemnity shall not extend to
any claims, suits, actions, demands or judgments which are judicially determined
to have resulted from Consultant's gross negligence or willful or criminal
misconduct. Consultant agrees to promptly notify ImmuLogic in writing of any
such claim, suit, action or demand, and ImmuLogic shall have the right to
control the defense and/or settlement of any claim pursuant to this section.
Consultant shall not settle any claim, suit, action or demand covered by the
indemnity without the prior written consent of ImmuLogic, which consent shall
not be unreasonably withheld or delayed. The foregoing indemnity shall be in
addition to, and not in lieu of, any indemnity to which Consultant shall be
entitled under ImmuLogic's Restated Certificate of Incorporation, as amended.
10. SURVIVAL OF PROVISIONS. The provisions of paragraphs 7, 8 and 9 hereof shall
survive the termination or expiration of this Agreement, irrespective of the
reason therefor.
11. ASSIGNABILITY AND BINDING EFFECT. Neither this Agreement nor any interest
shall be assignable by either party unless such assignment is mutually agreed to
in writing by the parties hereto; provided, however, that ImmuLogic may assign
this Agreement to any corporation with which ImmuLogic may merge or consolidate
or to which ImmuLogic may assign substantially all of its assets or that portion
of its business to which this Agreement pertains without obtaining the agreement
of Consultant.
12. HEADINGS. The paragraph headings contained herein are included solely for
convenience of reference and shall not control or affect the meaning or
interpretation of any of the provisions of this Agreement.
13. NOTICES. Any notices or other communications hereunder by either party shall
be in writing and shall be deemed to have been duly given if delivered
personally to the other party or sent by registered or certified mail, return
receipt requested, to the other party at the following addresses:
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If to ImmuLogic:
ImmuLogic Pharmaceutical Corporation
610 Lincoln Street
Waltham, MA 02154
Attention: General Counsel
If to Consultant:
J. Richard Crowley
One Keystone Way
Andover, MA 01810
or at such other address as such other party may designate in conformity with
the foregoing.
14. ENTIRE AGREEMENT; MODIFICATION. This document sets forth the entire
Agreement between the parties hereto with respect to the subject matter hereof
and will supersede all prior and contemporaneous negotiations, agreements,
representations, understandings, and commitments with respect thereto. This
Agreement shall not be changed or modified in any manner except by an instrument
signed by the duly authorized officers of each of the parties hereto, which
document shall make specific reference to this Agreement and shall express the
plan or intention to modify same.
15. COUNTERPARTS. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, this Agreement is executed under seal by both
parties and deemed to be governed by the laws of the Commonwealth of
Massachusetts, exclusive of its conflicts of law principles.
IMMULOGIC PHARMACEUTICAL CORPORATION
By: /s/ KEVIN P. LAWLER
------------------------------
Name: KEVIN P. LAWLER
----------------------------
Title: VP HUMAN RESOURCES
---------------------------
CONSULTANT:
By: /s/ J. RICHARD CROWLEY
------------------------
J. RICHARD CROWLEY
Page 5
<TABLE> <S> <C>
<ARTICLE>5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS FILED IN 2ND QUARTER 1997 QUARTERLY REPORT ON FORM 10Q CONDENSED
CONSOLIDATED BALANCE SHEET, STATEMENT OF OPERATIONS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FORM 10Q JUNE 30, 1997.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> APR-01-1997
<PERIOD-END> JUN-30-1997
<EXCHANGE-RATE> 1
<CASH> 19,654
<SECURITIES> 37,992<F1>
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 51,345
<PP&E> 19,881
<DEPRECIATION> 11,678
<TOTAL-ASSETS> 66,783
<CURRENT-LIABILITIES> 6,067
<BONDS> 0
0
0
<COMMON> 202
<OTHER-SE> 60,189
<TOTAL-LIABILITY-AND-EQUITY> 66,783
<SALES> 0
<TOTAL-REVENUES> 368
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 6,509
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (5,290)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,290)
<EPS-PRIMARY> (0.26)
<EPS-DILUTED> (0.26)
<FN>
<F1>MARKETABLE SECURITIES INCLUDES $7,186,000 IN LONG-TERM INVESTMENTS.
</FN>
</TABLE>
