<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 17, 1998
REGISTRATION NO. 333-
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
ICOS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 91-1463450
(I.R.S. EMPLOYER
(STATE OR OTHER JURISDICTION IDENTIFICATION NUMBER)
OF INCORPORATION OR ORGANIZATION)
22021--20TH AVENUE S.E.
BOTHELL, WASHINGTON 98021
(425) 485-1900
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
GEORGE B. RATHMANN
CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT
ICOS CORPORATION
22021--20TH AVENUE S.E.
BOTHELL, WASHINGTON 98021
(425) 485-1900
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
----------------
COPIES TO:
STEPHEN M. GRAHAM
MICHAEL T. PRIOR
PERKINS COIE LLP
1201 THIRD AVENUE, 40TH FLOOR
SEATTLE, WASHINGTON 98101-3099
(206) 583-8888
----------------
Approximate date of commencement of proposed sale to the public: FROM TIME
TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT AS DETERMINED
BY THE SELLING STOCKHOLDERS.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
----------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED MAXIMUM
AMOUNT AGGREGATE
TITLE OF EACH CLASS OF TO BE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PRICE(1) REGISTRATION FEE
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<S> <C> <C> <C>
Common Stock, par value
$.01 per share............ 7,550,600 shares $176,261,206 $51,997
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, based on the
average of the high and low sales prices of the Common Stock on August 7,
1998 ($23.344).
----------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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- -------------------------------------------------------------------------------
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED AUGUST 17, 1998
PROSPECTUS
7,550,600 SHARES
ICOS CORPORATION
COMMON STOCK
-----------
This Prospectus relates to up to 7,550,600 shares (the "Shares") of Common
Stock, par value $0.01 per share (the "Common Stock"), of ICOS Corporation
("ICOS" or the "Company") that may be issued upon the exercise of warrants by
certain holders named herein (the "Selling Stockholders") and offered and sold
from time to time by the Selling Stockholders. The Common Stock is traded on
the Nasdaq National Market ("Nasdaq") under the symbol "ICOS." On August 13,
1998, the last reported sales price of the Common Stock on Nasdaq was $22.25
per share. Application will be made to have the Shares approved for quotation
on Nasdaq.
The Selling Stockholders have not advised the Company of any specific plans
for the distribution of the Shares, but it is anticipated that the Shares may
be sold from time to time in transactions in the over-the-counter market,
through Nasdaq or on one or more other securities markets and exchanges, in
privately negotiated transactions, through the writing of options or otherwise,
at fixed prices that may be changed, at market prices prevailing at the time of
sale, at prices relating to such prevailing market prices or at negotiated
prices. The Selling Stockholders may effect such transactions by selling Shares
to or through broker-dealers, and such broker-dealers may receive compensation
in the form of discounts, concessions or commissions from the Selling
Stockholders and/or the purchasers of the Shares for whom such broker-dealers
may act as agents or to whom they may sell as principals, or both. The Company
will not receive any proceeds from the sale of the Shares other than payment of
the exercise price on any warrants exercised by the Selling Stockholders. The
expenses incurred in registering the Shares, including certain legal and
accounting fees, will be paid by the Company.
This Prospectus has been prepared for the purpose of registering the Shares
under the Securities Act of 1933, as amended (the "Securities Act"), to allow
for future sales by the Selling Stockholders to the public without restriction
under the Securities Act. In connection with any such sales, the Selling
Stockholders and any brokers participating in such sales may be deemed to be
"underwriters" within the meaning of the Securities Act, and any commission
received by them and any profit on the resale of shares purchased by them may
be deemed to be underwriting commissions or discounts under the Securities Act.
See "Plan of Distribution."
THE SHARES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" BEGINNING ON PAGE 4.
-----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-----------
The date of this Prospectus is , 1998.
<PAGE>
FORWARD-LOOKING INFORMATION
This Prospectus includes (or incorporates by reference) "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995 (the "PSLRA"). The PSLRA provides a "safe harbor" for such statements
to encourage companies to provide prospective information about themselves so
long as such information is identified as forward-looking and is accompanied
by meaningful cautionary statements identifying important factors that could
cause actual results or events to differ materially from those projected or
anticipated in the information. All statements other than statements of
historical fact made in this Prospectus or incorporated by reference are
forward-looking. In particular, the statements herein regarding industry
prospects and the Company's future results of operations or financial position
are forward-looking statements. Forward-looking statements represent
management's current expectations and are inherently uncertain as they involve
known and unknown risks and uncertainties. Investors are warned that the
Company's actual results and the timing of events may differ significantly
from management's expectations and, therefore, from the results and events
discussed in such forward-looking statements. Factors that might cause such
differences include, but are not limited to, the "Risk Factors" described
herein.
AVAILABLE INFORMATION
ICOS is subject to the information and reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information may be inspected at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at certain regional offices of the
Commission located at Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661, and 7 World Trade Center, 13th Floor, New York, New
York 10048. Copies of such materials can be obtained at prescribed rates from
the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549. In addition, the Commission maintains a web site
(http://www.sec.gov) that contains certain reports, proxy statements and other
information regarding ICOS. Material filed by ICOS can also be inspected at
the offices of the National Association of Securities Dealers, Inc., Reports
Section, 1735 K Street, N.W., Washington, D.C. 20006.
The Company has filed with the Commission a registration statement on Form
S-3 (together with all amendments and exhibits, the "Registration Statement")
under the Securities Act. This Prospectus does not contain all the information
set forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. The Registration
Statement and any amendments thereto, including exhibits filed as a part
thereof, also are available for inspection and copying as set forth above.
Statements contained in this Prospectus as to the contents of any contract or
other document filed as an exhibit to the Registration Statement or to any
document incorporated by reference herein are not necessarily complete, and in
each instance reference is made to the copy of such contract or other document
filed as an exhibit to the Registration Statement or any document incorporated
by reference herein, and each such statement is qualified in all respects by
such reference.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE THAT ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH
PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM THIS PROSPECTUS IS DELIVERED,
UPON SUCH PERSON'S WRITTEN OR ORAL REQUEST, COPIES OF ANY SUCH DOCUMENTS,
OTHER THAN EXHIBITS TO SUCH DOCUMENTS THAT ARE NOT SPECIFICALLY INCORPORATED
BY REFERENCE THEREIN. REQUESTS SHOULD BE DIRECTED TO THE SECRETARY, ICOS
CORPORATION, 22021--20TH AVENUE S.E., BOTHELL, WASHINGTON 98021, (425) 485-
1900.
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<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission (File No. 0-19171)
pursuant to the Exchange Act are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997;
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31 and June 30, 1998; and
3. The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed with the Commission on April
18, 1991, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and
prior to the termination of any offering of securities made by this Prospectus
shall be deemed to be incorporated by reference into this Prospectus and to be
a part hereof from their respective dates of filing.
Any statement contained in a document all or a portion of which is
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified shall not be deemed to
constitute a part of this Prospectus except as so modified, and any statement
so superseded shall not be deemed to constitute part of this Prospectus.
THE COMPANY
The Company was formed in 1989 to develop and commercialize proprietary
pharmaceuticals for the treatment of inflammatory diseases and other serious
medical conditions by understanding the underlying mechanisms and identifying
the molecular entities involved.
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<PAGE>
RISK FACTORS
The Company identifies the following important factors which could cause
actual results or the timing of certain events to differ materially from any
results or the timing of any such events that might be projected, forecasted,
estimated or budgeted by the Company as forward-looking information. All such
factors are difficult to predict and the majority are beyond the control of
the Company. Prospective purchasers should carefully review the information
contained elsewhere in this Prospectus and incorporated herein by reference
and should particularly consider the information set forth below. See
"Forward-Looking Information."
Early Stage of Development; Lack of Commercial Products; No Assurance of
Successful Product Development. The Company has not yet completed the
development of any products and does not expect to have any products
commercially available for several years, if at all. The Company's potential
products will require significant additional development, preclinical and
clinical testing, regulatory approval and additional investment prior to
commercialization. There can be no assurance that further research and
development will be successful or will result in therapeutic products that
will qualify for approval or be approved by regulatory authorities in order
for commercial sales to begin.
Uncertainty Associated With Clinical Testing. Results of initial preclinical
and clinical testing of products under development by the Company are not
necessarily predictive of results that will be obtained from subsequent or
more extensive preclinical and clinical testing. There can be no assurance
that clinical trials of Company products under development will be completed
or will demonstrate the products' safety and efficacy. The failure to
adequately demonstrate safety and efficacy could significantly delay or
prevent regulatory approval of a product. There can be no assurance that
unacceptable toxicities or side effects will not occur at any time in the
course of human clinical trials or commercial use of the Company's products.
The appearance of any such unacceptable toxicities or side effects could cause
the Company to interrupt, limit, delay or abort the development of any of its
products or, if previously approved, necessitate their withdrawal from the
market. Furthermore, there can be no assurance that disease resistance or
other physiological factors will not limit the efficacy of the Company's
products. Delays in patient enrollment in the Company's current clinical
trials or future clinical trials may result in increased costs, program delays
or both, which could have a material adverse effect on the Company.
Continuing Operating Losses; Fluctuating Quarterly Results. The Company has
not generated revenues from the commercialization of any products. The Company
anticipates that its operating expenses and capital expenditures will increase
significantly in 1998 and subsequent years and the Company may incur
substantial operating losses at least until sales of its potential products
commence. The development of the Company's products will require the
commitment of substantial resources to conduct the time-consuming research,
preclinical development and clinical trials necessary to bring such products
to market and to establish production and marketing capabilities. There can be
no assurance that the Company will generate significant product revenues or
achieve profitability.
The Company's operating results may fluctuate significantly from quarter to
quarter as a result of a variety of factors, including, but not limited, to
the progress, success and timing of clinical trials and other steps necessary
for the development and commercialization of the Company's potential products,
as well as other factors, including those set forth elsewhere in these "Risk
Factors." The Company's operating results are affected by variations in
payments under collaborative agreements, including milestone payments,
royalties, license fees and other contract revenues, the timing of new product
introductions, if any, by the Company, changes in the research and development
budgets of the Company's strategic partners and any potential partners, the
introduction of new products by the Company's competitors and other
competitive factors, regulatory actions, patent licensing activities, patent
litigation costs, adoption of new technologies, manufacturing results, and the
cost, quality and availability of certain components and materials. If revenue
in a particular period does not meet expectations, the Company may not be able
to adjust significantly its level of expenditures in such period, which would
have an adverse effect on the Company's operating results. Likewise, if
certain unanticipated costs are incurred, the Company's revenues may not
increase to compensate for the additional costs, which would have an
4
<PAGE>
adverse effect on the Company's operating results. The Company believes that
quarterly comparisons of its financial results will not necessarily be a
meaningful indication of future performance. Due to the foregoing and other
unforeseen factors, in some future quarter or quarters the Company's operating
results may be below the expectations of public market analysts and investors.
In such event, the price of the Common Stock could be materially and adversely
effected. See "--Volatility of Stock Price."
Additional Financing Requirements and Access to Capital. Substantial
additional funding will be required for the Company's operations. The Company
may seek additional funding through public or private financings, including
equity financings, and through other arrangements, including collaborative
arrangements. Adequate funds may not be available when needed or on terms
acceptable to the Company. If adequate funds are not available, the Company
may be required to delay, scale back or eliminate expenditures for certain of
its programs or to license third parties to commercialize products or
technologies that the Company would otherwise seek to develop or commercialize
itself.
Dependence on Others. Under the Company's collaborative agreements with
Abbott Laboratories, certain development efforts, and regulatory compliance,
manufacturing and marketing activities may be performed primarily by Abbott
Laboratories. Similarly, under the Company's joint venture with Suntory
Limited of Japan ("Suntory"), certain development and manufacturing activities
and regulatory and marketing activities related to product sales in Japan may
be performed by Suntory. The Company may enter into similar agreements with
other collaborators in the future. Continued collaborator participation will
depend not only on the achievement of research objectives by the Company and
its collaborators, which cannot be assured, but also on each collaborator's
own financial, competitive, marketing and strategic considerations, which are
outside the Company's control. Such strategic considerations may include the
relative advantages of alternative products being marketed or developed by
others, including relevant patent and proprietary positions. There can be no
assurance that the interests and motivations of the Company's collaborators
are, or will remain, consistent with those of the Company or that such
collaborators will successfully perform their development, regulatory
compliance, manufacturing or marketing functions or that such current or
future collaborations will continue. Furthermore, there can be no assurance
that the Company will be able to negotiate additional acceptable collaborative
arrangements in the future or that any such arrangements would be successful.
Uncertain Availability of Third-Party Reimbursement and Product Pricing. The
Company's ability to commercialize products successfully will depend
substantially on reimbursement of the costs of such products and related
treatments at acceptable levels from government authorities, private health
insurers and other organizations, such as health maintenance organizations
("HMOs"). There can be no assurance that reimbursement in the United States or
foreign countries will be available for any products the Company may develop
or, if available, will not be decreased in the future, or that reimbursement
amounts will not reduce the demand for, or the price of, the Company's
products, thereby adversely affecting its business.
Third-party payors are increasingly challenging the prices charged for
medical products and services. Also, the trend toward managed healthcare in
the United States and the concurrent growth of organizations, such as HMOs,
that can control or significantly influence the purchase of healthcare
services and products, as well as legislative proposals to reform healthcare
or reduce government insurance programs, may result in lower prices for
therapeutic products. The cost-containment measures that healthcare providers
are instituting, including practice protocols and guidelines and clinical
pathways, and the effect of any healthcare reform, could materially adversely
affect the Company's ability to sell products if successfully developed and
approved. Moreover, the Company is unable to predict what additional
legislation or regulation, if any, relating to the healthcare industry or
third-party coverage and reimbursement may be enacted in the future or what
effect such legislation or regulation would have on the Company's business.
Limited Manufacturing Capabilities; No Marketing or Sales Capability. ICOS
currently anticipates the need to hire additional personnel skilled in the
manufacturing, clinical testing and regulatory compliance processes. There can
be no assurance that ICOS will be able to hire such personnel or establish
relationships with others to supplement its resources. ICOS may not have
sufficient manufacturing capacity to manufacture its
5
<PAGE>
potential biological products in commercial quantities. Moreover, ICOS'
manufacturing capacity may be inadequate to complete all clinical trials
contemplated by the Company. Although ICOS expects to develop such capacity by
expanding its current facilities, building new facilities or contracting with
others for manufacturing services, there can be no assurance that such
capacity will be developed or be available on a timely basis. The Company does
not have facilities for the manufacture of small molecule products. Should the
Company decide to market certain of its potential products through a direct
sales force in certain markets, if and when regulatory approval is obtained,
the Company would be required to either hire a sales force with expertise or
contract with a third party to provide a sales force. There can be no
assurance that the Company will be able to establish such a sales force or be
successful in establishing other channels for distributing its potential
products.
Uncertainty Relating to Patents and Proprietary Rights; Reliance on
Licensing Arrangements. The Company's ability to compete effectively with
others is materially dependent on the proprietary nature of the Company's
patents and technologies. The Company has applied and will continue to apply
for patents for its products and certain aspects of its technology, products
and processes. The enforceability of certain patents issued to biotechnology
firms is highly uncertain. Federal court decisions indicating legal
considerations surrounding the validity of biotechnology patents are in
transition, and there can be no assurance that the historical legal standards
surrounding questions of patent validity will continue to be applied or that
current defenses as to issued patents will, in fact, be considered substantial
in the future. In addition, there can be no assurance as to the degree and
range of the protection any patents will afford, whether patents will be
issued, or the extent to which the Company will be successful in not
infringing on any patents granted to others.
ICOS has entered into nonexclusive license agreements, and anticipates
entering into additional license agreements in the future, with third parties
for technologies that may be useful or necessary for the manufacture and sale
of the Company's products. The Company believes that such additional licenses
will be available on commercially reasonable terms. The Company has initiated
discussions with commercial entities that hold United States patents that may
be needed for some of the Company's activities. There can be no assurance,
however, that any necessary licenses will be made available on terms
acceptable to the Company, if at all. If the Company does not obtain required
licenses, it could encounter delays in product development while it attempts
to design around the patents, or it could find that the development,
manufacture or sale of products requiring such licenses could be foreclosed.
In addition, the Company could incur substantial costs and strain management
resources in defending any patent litigation brought against it or in
asserting its patent rights, including those licensed to it by third parties,
in a suit against another party. Although the Company has entered into
confidentiality agreements with certain consultants, collaborators and others,
there can be no assurance that these confidentiality agreements will
adequately protect the Company's trade secrets, know-how or other proprietary
information.
Intense Competition; Rapid Technological Change. The Company is involved in
an intensely competitive field. There are many companies and institutions,
both public and private, including pharmaceutical companies, chemical
companies, specialized biotechnology companies and research and academic
institutions, that are engaged in developing synthetic pharmaceuticals and
biotechnological products for human therapeutic applications, including the
applications targeted by the Company. A number of competitors are conducting
research and development in the areas of cell-trafficking, mediators of
inflammation and intracellular signal transduction, and research by others
specifically addresses areas of technology and/or medical indications or
conditions targeted by the Company. Many of these companies have substantially
more capital, research and development, regulatory, manufacturing, marketing,
human and other resources and experience than the Company and may succeed in
developing products that are more effective or less costly than any that may
be developed by the Company and may also be more successful than the Company
in production or marketing. In addition, other recently developed technologies
are, or may in the future be, the basis for competitive products. There can be
no assurance that competitors will not succeed in developing technologies and
products that are more effective than any being developed by the Company or
that would render the Company's technology and products obsolete or
noncompetitive.
Volatility of Stock Price. Market prices for securities of biotechnology
companies have been highly volatile. The Company believes that several factors
could have a significant effect on the future price of the
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<PAGE>
Common Stock, including, without limitation, future announcements by the
Company or others regarding progress in product development, results and
progress of preclinical studies and clinical trials, progress of existing and
future collaborations, evidence of the safety or efficacy of products,
anticipated and actual financing events, scientific discoveries, technological
innovations, commercial products, patents or propriety rights or regulatory
actions, litigation, fluctuations in the Company's results of operations and
changes in general market conditions for biotechnology stocks.
Governmental Regulation. The U.S. Food and Drug Administration (the "FDA")
and comparable agencies in foreign countries impose substantial requirements
on biotechnology and pharmaceutical companies during development of potential
products. These requirements include lengthy and detailed laboratory and
clinical testing procedures, sampling activities and other costly and time-
consuming procedures surrounding the development and testing of proposed
products. Governmental regulation also affects the manufacture and marketing
of pharmaceutical products. Any future FDA or other governmental approval of
products developed by the Company may entail limitations on the indicated uses
for which such products may be marketed. The effect of governmental regulation
may be to delay marketing new products for a considerable period of time, to
impose costly requirements on the Company's activities or to provide a
competitive advantage to other companies that compete with the Company. There
can be no assurance that the FDA or other regulatory review or approval for
any product or proposed product will be granted on a timely basis, if at all.
A delay in obtaining or failure to obtain such approvals could adversely
affect the Company's liquidity and capital resources.
Potential Product Liability. The Company faces an inherent business risk of
exposure to product liability claims in the event that the use of its
technology or products is alleged to have resulted in adverse effects. Such
risk exists in human clinical trials. There can be no assurance that the
Company can avoid significant product liability exposure. A product liability
claim could materially adversely affect the business, financial condition or
future prospects of the Company. Although the Company has in place product
liability insurance it believes is appropriate to its current level of
clinical trials, there can be no assurance that the Company will be able to
maintain such coverage in the future on acceptable terms or that such
insurance will provide adequate coverage against potential liabilities. There
can be no assurance that adequate insurance coverage will be available at
acceptable costs, if at all.
Hazardous Materials; Environmental Matters. The Company's research and
development activities involve the controlled use of hazardous materials,
chemicals, viruses and radioactive compounds. The Company is subject to
federal, state and local laws and regulations governing the use, manufacture,
storage, handling and disposal of such materials and certain waste products.
Although the Company believes that it complies with standards prescribed by
such laws, the risk of accidental contamination or injury from these materials
cannot be completely eliminated. In the event of such an accident, the Company
could be held liable for any damages that result. The Company's operations,
business or assets may be materially adversely affected by current or future
environmental laws or regulations.
Key Personnel. The Company is highly dependent on its scientific and
administrative staff and management team. The loss of any of these individuals
could adversely affect the Company. The Company is also highly dependent on
its ability to attract and retain qualified scientific, technical and key
management personnel. There is intense competition for qualified personnel in
the areas of the Company's activities and there can be no assurance that the
Company will be able to continue to attract and retain qualified personnel
necessary for the development of its business.
Shares Eligible for Future Sale. Sales in the public market of substantial
amounts of the Company's Common Stock, including the sale of the Shares
offered hereby, or the perception that such sales could occur, could depress
prevailing market prices of the Common Stock. As of July 31, 1998, the Company
had 40,010,496 shares of Common Stock outstanding. In addition to the up to
7,550,600 shares of Common Stock that may be offered and sold hereby by the
Selling Stockholders following the exercise of certain warrants, as of July
31, 1998 the Company had granted options to purchase 6,410,449 shares of
Common Stock. See "Selling Stockholders." Such warrants and options generally
have an exercise price that is substantially below the
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prevailing market price of the Common Stock as of August 14, 1998, and the
exercise of such warrants and options and prompt resale of the Common Stock
received may result in downward pressure on the price of the Common Stock.
The Company is also obligated to issue in June 1999 additional warrants to
purchase up to an aggregate of approximately 7,600,000 shares of Common Stock
at an exercise price to be determined at the time but expected to be a 25%
premium to the then-prevailing market price of the Common Stock. The existence
of the currently outstanding warrants and options to purchase Common Stock,
and the obligation to issue such additional warrants, may negatively affect
the Company's ability to complete future equity financings at prices and on
terms acceptable to the Company.
8
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SELLING STOCKHOLDERS
In connection with the formation of a limited partnership, ICOS Clinical
Partners, L.P., to support the development of certain products, in June and
August 1997 the Company issued Series A Limited Partner Warrants (the
"Warrants") to purchase an aggregate of up to 5,539,800 shares of Common Stock
at an exercise price of $9.13 per share and up to an aggregate of 2,010,800
shares of Common Stock at an exercise price of $10.35 per share. The Warrants
may be exercised in whole or in part at any time after October 1, 1998 and
before June 1, 2002. Under the terms of the Warrants, the Company is obligated
to use its commercially reasonable efforts to maintain an effective
registration statement for the entire exercise period to facilitate public
resales of shares received on exercise of the Warrants. The Selling
Stockholders may offer or sell Shares received upon exercise of the Warrants
from time to time in the manner contemplated under "Plan of Distribution." The
Selling Stockholders may also, where permitted, resell the Shares in private
transactions pursuant to Rule 144 under the Securities Act. Each of the
Selling Stockholders holds an interest in ICOS Clinical Partners, L.P., which
is party to a product development agreement with the Company.
The following table provides certain information as of August 11, 1998
regarding each Selling Stockholder and the maximum number of Shares that may
be offered by it.
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
BENEFICIALLY OWNED
AFTER OFFERING(2)
-----------------------
SHARES OF COMMON PERCENTAGE OF
STOCK BENEFICIALLY MAXIMUM NUMBER COMMON
OWNED PRIOR TO OF SHARES THAT STOCK
NAME OFFERING(1) MAY BE SOLD AMOUNT OUTSTANDING
- ---- ------------------ -------------- --------- -------------
<S> <C> <C> <C> <C>
George B. Rathmann(3)... 2,471,152 328,000 2,143,152 6.1%
Thomas P. St. John(4)... 184,867 2,000 182,867 *
Frank T. Cary(5)........ 174,735 8,000 166,735 *
James L. Ferguson(5).... 158,485 8,000 150,485 *
William H. Gates,
III(6)................. 5,370,631 328,000 5,042,631 13.3%
Robert W. Pangia(5)..... 143,485 8,000 135,485 *
All other Selling Stock-
holders as a group
(1,407 persons) (7).... 6,868,600
</TABLE>
- --------
* Less than 1%.
(1) Beneficial ownership is determined in accordance with the rules of the
Commission and generally includes voting or investment power with respect
to securities. Shares of Common Stock subject to options or warrants
currently exercisable or exercisable within 60 days of August 11, 1998 are
deemed outstanding and to be beneficially owned by the Selling Stockholder
holding such options or warrants for the purpose of computing the
percentage ownership of such Selling Stockholder, but are not treated as
outstanding for the purpose of computing the percentage ownership of any
other Selling Stockholder.
(2) Assumes the Selling Stockholder exercises his Warrant in full and sells
all Shares received upon exercise.
(3) Includes 633,997 shares issuable upon exercise of stock options or
warrants, including the Warrants, that are exercisable within 60 days of
August 11, 1998 and 150,000 shares held by the Rathmann Family Revocable
Trust.
(4) Includes 142,367 shares issuable upon exercise of stock options or
warrants, including the Warrants, that are exercisable within 60 days of
August 11, 1998.
(5) Includes 143,485 shares issuable upon exercise of stock options or
warrants, including the Warrants, that are exercisable within 60 days of
August 11, 1998.
(6) Includes 345,012 shares issuable upon exercise of stock options or
warrants, including the Warrants, that are exercisable within 60 days of
August 11, 1998.
(7) Represents unaffiliated Selling Stockholders that, to the Company's
knowledge, do not beneficially own 1% or more of the Common Stock.
9
<PAGE>
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares by the
Selling Stockholders. The Company will pay all expenses incurred by it in
registering the Shares, including legal and accounting fees.
The Company will receive the proceeds of any exercise of the Warrants. If
all the Warrants are exercised, the Company will receive aggregate gross
proceeds of $71,390,154, but there can be no assurance that any or all of the
Warrants will be exercised. After payment of the Company's expenses related to
this offering, which are estimated to be approximately $98,000, any remaining
net proceeds received by the Company will be used for general corporate
purposes.
PLAN OF DISTRIBUTION
The Common Stock is traded on Nasdaq. The Shares may be sold from time to
time by the Selling Stockholders in transactions in the over-the-counter
market, through Nasdaq or on one or more other securities markets and
exchanges, in privately negotiated transactions, through the writing of
options, or otherwise, at fixed prices that may be changed, at market prices
prevailing at the time of sale, at prices relating to such prevailing market
prices or at negotiated prices. The Selling Stockholders may effect such
transactions by selling Shares to or through broker-dealers, including through
block trades in which brokers or dealers may attempt to sell the Shares as
agent but may position and resell the block as principal to facilitate the
transaction. Any broker-dealers participating in the distribution of the
Shares may receive compensation in the form of discounts, concessions, or
commissions from the Selling Stockholders and/or the purchasers of the Shares
for whom such broker-dealers may act as agents or to whom they may sell as
principals, or both. In connection with any sales of Shares by any Selling
Stockholder, such Selling Stockholder and any broker-dealers who participate
in such sale may be deemed to be "underwriters" as defined in the Securities
Act. Any commissions paid or any discounts or concessions allowed to any such
broker-dealers, and any profits received on the resale of such shares of
Common Stock purchased by them, may be deemed to be underwriting discounts and
commissions under the Securities Act.
The rules of the Commission generally prohibit underwriters, brokers,
dealers and certain other persons engaged or participating in the distribution
of the Shares, including the Selling Stockholders, from making a market in
such Shares during the "cooling off" period preceding the commencement of such
distribution, which may limit the timing of purchases and sales of the Common
Stock by the Selling Stockholders.
In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Shares may not be sold unless they have been registered or qualified for sale
in the applicable state or an exemption from the registration or qualification
requirement is available and complied with.
Pursuant to the terms of the Warrants, ICOS has agreed to bear all expenses
it incurs in registering and listing the Shares.
There can be no assurance that any Selling Stockholder will exercise its
Warrant in whole or in part or sell any or all of the Shares offered
hereunder. It is anticipated that this offering will remain in effect until
May 31, 2002 or until the Shares have been sold, whichever is earlier.
EXPERTS
The consolidated financial statements of ICOS Corporation as of December 31,
1997 and 1996 and for each of the years in the three-year period ended
December 31, 1997 have been incorporated by reference herein and in the
Registration Statement in reliance on the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein,
and on the authority of said firm as experts in accounting and auditing.
LEGAL MATTERS
The validity of the Common Stock offered hereby has been passed upon for the
Company by Perkins Coie LLP, Seattle, Washington.
10
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRE-
SENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO
WHICH IT RELATES OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY
SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFOR-
MATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
----------------
TABLE OF CONTENTS
<TABLE>
<S> <C>
Forward-Looking Information................................................. 2
Available Information....................................................... 2
Incorporation of Certain Documents by Reference............................. 3
The Company................................................................. 3
Risk Factors................................................................ 4
Selling Stockholders........................................................ 9
Use of Proceeds............................................................. 10
Plan of Distribution........................................................ 10
Experts..................................................................... 10
Legal Matters............................................................... 10
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
7,550,600 SHARES
ICOS CORPORATION
COMMON STOCK
----------------
PROSPECTUS
----------------
, 1998
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses payable by the
Registrant in connection with the sale of the securities being registered. All
amounts are estimates except the Securities and Exchange Commission
registration fee and the Nasdaq National Market additional listing fee.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee................. $51,997
Nasdaq National Market additional listing fee....................... 17,500
Printing and engraving expenses..................................... 10,000
Legal fees and expenses............................................. 10,000
Accounting fees and expenses........................................ 5,000
Miscellaneous fees and expenses..................................... 3,503
-------
Total........................................................... $98,000
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145(a) of the Delaware General Corporation Law (the "DGCL") provides
that a Delaware corporation may indemnify any person who was or is made or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that such person is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding if such person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
cause to believe his or her conduct was unlawful.
Section 145(b) of the DGCL provides that a Delaware corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of
the corporation to procure a judgment in its favor by reason of the fact that
such person acted in any of the capacities set forth above, against expenses
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if such person acted under similar
standards, except that no indemnification may be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable
to the corporation unless and only to the extent that the Court of Chancery or
the court in which such action or suit was brought shall determine that
despite the adjudication of liability, such person is fairly and reasonably
entitled to be indemnified for such expenses which the Court of Chancery or
such other court shall deem proper.
Section 145 of the DGCL further provides that to the extent a director or
officer of a Delaware corporation has been successful in the defense of any
action, suit or proceeding referred to in subsections 145(a) and (b) or in the
defense of any claim, issue or matter therein, such person shall be
indemnified against expenses actually and reasonably incurred by such person
in connection therewith; that indemnification provided for by Section 145
shall not be deemed exclusive of any other rights to which the indemnified
party may be entitled; and that the corporation may purchase and maintain
insurance on behalf of a director or officer of the corporation against any
liability asserted against such person or incurred by him or her in any such
capacity or arising out of his or her status as such whether or not the
corporation would have the power to indemnify such person against such
liabilities under Section 145.
Section 10 of the Registrant's Amended and Restated Bylaws (the "Bylaws")
requires indemnification of officers and directors to the fullest extent
permitted under Delaware law. Subject to any restrictions imposed by
II-1
<PAGE>
Delaware law, the Bylaws provide an unconditional right to indemnification for
all expense, liability and loss (including attorneys' fees, judgments, fines,
ERISA excise taxes or penalties and amounts paid in settlement) actually and
reasonably incurred or suffered by any person entitled to indemnification in
connection with any actual or threatened action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that
such person is or was serving as a director or officer of the Registrant or
that, being or having been a director or officer or an employee of the
Registrant, such person is or was serving at the request of the Registrant as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, including an employee benefit plan.
However, Board approval is required with respect to indemnification for any
proceeding initiated by a person entitled to indemnification. The Bylaws also
provide that the Registrant may, by action of its Board of Directors, provide
indemnification to its employees and agents with the same scope and effect as
the foregoing indemnification of directors and officers.
Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability for (i) any
breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) payments of
unlawful dividends or unlawful stock repurchases or redemptions, or (iv) any
transaction from which the director derived an improper personal benefit.
Article 10 of the Registrant's Restated Certificate of Incorporation
provides that, to the fullest extent that the DGCL, as it now exists or may
hereafter be amended, permits the limitation or elimination of the liability
of directors, a director of the Registrant shall not be liable to the
Registrant or its stockholders for monetary damages for breach of fiduciary
duty as a director. Any amendment to or repeal of such Article 10 shall not
adversely affect any right or protection of a director of the Registrant for
or with respect to any acts or omissions of such director occurring prior to
such amendment or repeal.
The Registrant's officers and directors are covered by insurance (with
certain exceptions and limitations) that indemnifies them against losses for
which the Registrant grants them indemnification and for which they become
legally obligated to pay on account of claims made against them for "wrongful
acts" committed before or during the policy period. Additionally, the
Registrant's outside directors are covered by a similar insurance policy.
ITEM 16. EXHIBITS
<TABLE>
<S> <C>
5.1 Opinion of Perkins Coie LLP, counsel to the Registrant
23.1 Consent of KPMG Peat Marwick LLP, independent certified public accountants
23.2 Consent of Perkins Coie LLP (contained in Exhibit 5.1)
24.1 Power of attorney (contained on Page II-4)
</TABLE>
ITEM 17. UNDERTAKINGS
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change
to such information in this Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
II-2
<PAGE>
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such
issue.
D. The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bothell, State of Washington, on the 14th day of
August, 1998.
ICOS CORPORATION
/s/ George B. Rathmann
By: _________________________________
GEORGE B. RATHMANN
CHAIRMAN, CHIEF EXECUTIVE
OFFICER AND PRESIDENT
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
George B. Rathmann, Howard S. Mendelsohn, or either of them, as attorneys-in-
fact with full power of substitution, to execute in the name and on the behalf
of each person, individually and in each capacity stated below, and to file,
any and all amendments to this Registration Statement, including any and all
post-effective amendments, and any related Rule 462(b) Registration Statement
and any amendment thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below on the 14th day of August, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ George B. Rathmann Chairman, Chief Executive Officer
______________________________________ and President
George B. Rathmann
/s/ Gary L. Wilcox Director and Executive Vice President,
______________________________________ Operations
Gary L. Wilcox
/s/ Howard S. Mendelsohn Chief Accounting Officer
______________________________________
Howard S. Mendelsohn
/s/ Frank T. Cary Director
______________________________________
Frank T. Cary
/s/ James L. Ferguson Director
______________________________________
James L. Ferguson
/s/ William H. Gates, III Director
______________________________________
William H. Gates, III
/s/ Janice M. LeCocq Director
______________________________________
Janice M. LeCocq
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ David V. Milligan Director
______________________________________
David V. Milligan
/s/ Robert W. Pangia Director
______________________________________
Robert W. Pangia
/s/ Alexander B. Trowbridge Director
______________________________________
Alexander B. Trowbridge
/s/ Walter B. Wriston Director
______________________________________
Walter B. Wriston
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
-------
<C> <S>
5.1 Opinion of Perkins Coie LLP, counsel to the Registrant
23.1 Consent of KPMG Peat Marwick LLP, independent certified public
accountants
23.2 Consent of Perkins Coie LLP (contained in Exhibit 5.1)
24.1 Power of attorney (contained on Page II-4)
</TABLE>
<PAGE>
[LETTERHEAD OF PERKINS COIE LLP]
EXHIBIT 5.1
August 14, 1998
ICOS Corporation
22021 20th Avenue S.E.
Bothell, WA 98021
Gentlemen and Ladies:
We have acted as counsel to you in connection with the registration under
the Securities Act of 1933, as amended, by ICOS Corporation (the "Company") of
up to 7,550,600 shares of Common Stock, $.01 par value (the "Shares"). The
Shares are to be offered and sold by securityholders of the Company, following
receipt of such Shares pursuant to the exercise of warrants to purchase shares
of the Company's Common Stock (the "Warrants"). In this regard, we have
participated in the preparation of a Registration Statement on Form S-3 relating
to the Shares (the "Registration Statement") which you are filing with the
Securities and Exchange Commission. We have examined the Registration Statement
and such documents and records of the Company and other documents as we have
deemed necessary for the purpose of this opinion.
Based upon the foregoing, we are of the opinion that, when issued and
delivered in accordance with the terms of the Warrants for the consideration
expressed therein, the Shares will be duly authorized and validly issued and
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and any amendment thereto, including any and all
post-effective amendments, and to the reference to our firm in the Prospectus of
the Registration Statement under the heading "Legal Matters." In giving such
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act.
Very truly yours,
PERKINS COIE LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
ICOS Corporation:
We consent to the use of our report incorporated herein by reference and to
the reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
Seattle, Washington
August 14, 1998
