<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 September 30, 1999.
[ ] 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: 0-19290
[COR LOGO]
COR
COR THERAPEUTICS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
94-3060271
(I.R.S. employer identification no.)
(650) 244-6800
(Registrant's telephone number, including area code)
256 EAST GRAND AVENUE, SOUTH SAN FRANCISCO, CALIFORNIA
94080 (Address of principal executive offices and zip code)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 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
requirements for the past 90 days. Yes 3 No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
Common stock $.0001 par value
25,138,982
Outstanding at September 30, 1999
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
COR THERAPEUTICS, INC.
- --------------------------------------------------------------------------------
INDEX
<TABLE>
<CAPTION>
Page
Section Contents No.
- ------- -------- ----
<S> <C> <C>
PART I FINANCIAL INFORMATION
Item 1. Condensed Financial Statements and Notes
Condensed Balance Sheets - September 30, 1999 and December 31, 1998 3
Condensed Statements of Operations - for the three and nine months
ended September 30, 1999 and 1998 4
Condensed Statements of Cash Flows - for the nine months ended
September 30, 1999 and 1998 5
Notes to Condensed Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 8
Item 3. Quantitative and Qualitative Disclosure of Market Risk 11
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURES 12
</TABLE>
COR(TM) and INTEGRILIN(R) are trademarks of COR THERAPEUTICS, INC.
- --------------------------------------------------------------------------------
Page 2 of 12
<PAGE> 3
COR THERAPEUTICS, INC.
- --------------------------------------------------------------------------------
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED FINANCIAL STATEMENTS AND NOTES
CONDENSED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
------------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 24,594 $ 10,532
Short-term investments 33,747 64,673
Contract receivables 8,782 2,398
Prepaid copromotion expenses 26,447 19,236
Other current assets 931 817
--------- ---------
Total current assets 94,501 97,656
Property and equipment, net 5,094 5,437
--------- ---------
$ 99,595 $ 103,093
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 9,390 $ 6,268
Accrued compensation 4,790 4,516
Accrued development costs 2,093 4,005
Accrued copromotion costs 3,578 3,405
Deferred revenue 33,476 23,494
Other accrued liabilities 1,180 1,545
Long-term debt--current portion 1,040 752
Capital lease obligations--current portion 653 1,251
--------- ---------
Total current liabilities 56,200 45,236
Long-term debt--noncurrent portion 2,936 2,693
Capital lease obligations--noncurrent portion 153 568
Stockholders' equity 250,224 243,760
Accumulated deficit (209,918) (189,164)
--------- ---------
Total stockholders' equity 40,306 54,596
--------- ---------
$ 99,595 $ 103,093
========= =========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
Page 3 of 12
<PAGE> 4
COR THERAPEUTICS, INC.
- --------------------------------------------------------------------------------
CONDENSED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------- -----------------------
1999 1998 1999 1998
------- -------- -------- --------
<S> <C> <C> <C> <C>
Contract revenues:
Copromotion revenue $ 9,711 $ 1,812 $ 22,823 $ 1,812
Milestone revenue 12,000 -- 12,000 32,000
Development and other contract revenue 1,759 1,040 5,175 1,963
------- -------- -------- --------
Total contract revenues 23,470 2,852 39,998 35,775
------- -------- -------- --------
Expenses:
Cost of copromotion revenue 6,885 4,704 14,081 4,733
Research and development 8,755 9,274 28,613 27,964
Marketing, general and administrative 7,651 6,159 19,957 18,169
------- -------- -------- --------
Total expenses 23,291 20,137 62,651 50,866
------- -------- -------- --------
Income (loss) from operations 179 (17,285) (22,653) (15,091)
Interest income 691 1,126 2,287 3,347
Interest expense (120) (116) (388) (578)
------- -------- -------- --------
Net income (loss) $ 750 $(16,275) $(20,754) $(12,322)
======= ======== ======== ========
Basic net income (loss) per share $ 0.03 $ (0.67) $ (0.84) $ (0.51)
======= ======== ======== ========
Shares used in computing basic net income (loss) per share 24,970 24,194 24,693 24,056
======= ======== ======== ========
Diluted net income (loss) per share $ 0.03 $ (0.67) $ (0.84) $ (0.51)
======= ======== ======== ========
Shares used in computing diluted net income (loss) per share 26,996 24,194 24,693 24,056
======= ======== ======== ========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
Page 4 of 12
<PAGE> 5
COR THERAPEUTICS, INC.
- --------------------------------------------------------------------------------
CONDENSED STATEMENTS OF CASH FLOWS
Increase (decrease) in cash and cash equivalents
(unaudited, in thousands)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
-----------------------
1999 1998
-------- --------
<S> <C> <C>
Cash flows used in operating activities:
Net loss $(20,754) $(12,322)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 1,662 2,511
Amortization of deferred compensation 771 359
Changes in assets and liabilities:
Contract receivables (6,384) (1,530)
Prepaid copromotion expenses (7,211) (8,579)
Other current assets (114) (549)
Accounts payable 3,122 1,047
Accrued compensation 274 994
Accrued development costs (1,912) (2,249)
Accrued copromotion costs 173 1,852
Deferred revenue 9,982 14,908
Other accrued liabilities (365) 1,738
-------- --------
Total adjustments (2) 10,502
-------- --------
Net cash used in operating activities (20,756) (1,820)
-------- --------
Cash flows provided by (used in) investing activities:
Purchases of short-term investments (17,735) (88,287)
Sales of short-term investments 40,427 15,724
Maturities of short-term investments 7,961 68,000
Additions to property and equipment (1,319) (2,598)
-------- --------
Net cash provided by (used in) investing activities 29,334 (7,161)
-------- --------
Cash flows provided by (used in) financing activities:
Proceeds from long-term debt 1,175 1,951
Principal payments on long-term debt (644) (753)
Proceeds from capital lease obligations -- 83
Principal payments under capital lease obligations (1,013) (1,269)
Issuance of common stock 5,966 2,431
-------- --------
Net cash provided by financing activities 5,484 2,443
-------- --------
Net increase (decrease) in cash and cash equivalents 14,062 (6,538)
Cash and cash equivalents at the beginning of the period 10,532 22,209
-------- --------
Cash and cash equivalents at the end of the period $ 24,594 $ 15,671
======== ========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
Page 5 of 12
<PAGE> 6
COR THERAPEUTICS, INC.
- --------------------------------------------------------------------------------
NOTES TO CONDENSED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
COR Therapeutics, Inc. ("COR" or the "Company") was incorporated in Delaware on
February 4, 1988. COR is dedicated to the discovery, development and marketing
of novel therapeutic products to establish new standards of care for the
treatment and prevention of acute and chronic cardiovascular diseases.
Interim financial information
The accompanying unaudited condensed financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions for Form 10-Q and Article 10 of Regulation
S-X. In the Company's opinion, these condensed financial statements include all
adjustments, consisting only of normal recurring adjustments, which the Company
considers necessary to fairly state the Company's financial position and the
results of its operations and its cash flows. The balance sheet at December 31,
1998 has been derived from the audited financial statements at that date but
does not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. The
accompanying condensed financial statements should be read in conjunction with
the financial statements and notes thereto included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1998. The results of the
Company's operations for any interim period are not necessarily indicative of
the results of the Company's operations for any other interim period or for a
full fiscal year.
Contract Revenues
Contract revenues include copromotion revenue, milestone revenue and development
and other contract revenue. Copromotion revenue is generally recognized at the
time of shipment of related product by Schering-Plough Ltd. and Schering
Corporation (collectively, "Schering") to wholesalers and is recorded net of
allowances that management believes are necessary. Milestone revenue and
development and other contract revenue are recorded as earned based on the
performance requirements of the contracts, while related costs are expensed as
incurred.
Copromotion revenue includes the Company's share of profits, as defined in the
agreement with Schering, from the sales of INTEGRILIN(R) (eptifibatide)
Injection ("INTEGRILIN") by Schering, as well as the reimbursement from Schering
of the Company's costs of copromotion revenue, which include certain
manufacturing-related and marketing expenses. Certain manufacturing-related
copromotion expenses are deferred until the time of shipment of related product
by Schering to wholesalers. Marketing-related expenses are recognized as
incurred. Deferred revenue consists of payments from Schering received prior to
the period in which the related contract revenues are earned. To the extent that
costs of copromotion revenue from prior periods have not been reimbursed to the
Company, reimbursements will be made by Schering from future sales of
INTEGRILIN, if any.
Prepaid copromotion expenses
Prepaid copromotion expenses represent materials on-hand, valued at cost, and
deposits with suppliers associated with manufacturing-related copromotion
expenses. Prepaid copromotion expenses consist of the following (in thousands):
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
------------- ------------
<S> <C> <C>
Deposits and prepayments $ 9,363 $10,637
Bulk materials 12,733 6,900
Finished goods 4,351 1,699
------- -------
$26,447 $19,236
======= =======
</TABLE>
- --------------------------------------------------------------------------------
Page 6 of 12
<PAGE> 7
COR THERAPEUTICS, INC.
- --------------------------------------------------------------------------------
Concentration
The Company and Schering copromote one product, INTEGRILIN, in the United
States. The Company has established supply arrangements with two suppliers for
the bulk product and with Schering and one other supplier for the filling and
final packaging of INTEGRILIN.
Advertising and promotion costs
Advertising and promotion costs are expensed in the period they are incurred.
Advertising and promotion costs totaled $2,419,000 and $7,930,000 for the three
and nine months ended September 30, 1999 compared to $3,646,000 and $6,895,000
for the corresponding periods in 1998.
Comprehensive Income (Loss)
In 1998 the Company adopted Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income." This statement requires unrealized gains and
losses on the Company's available-for-sale securities to be included in other
comprehensive income (loss). For the three and nine months ended September 30,
1999 and 1998, unrealized gains or losses were not material and total
comprehensive income (loss) approximated net income (loss) in each period.
Segment Information
The Company's business activities include the discovery, development and
marketing of novel cardiovascular therapeutic products and have been organized
into one operating segment. All of the Company's operating assets are located in
the United States. Copromotion, milestone, and development and other contract
revenue are derived from operations within the United States. The Company
derives royalty revenue from sales of INTEGRILIN made by Schering outside of the
United States.
2. EARNINGS PER SHARE
Basic and diluted net income (loss) per share has been computed using the
weighted average number of shares of common stock outstanding during the period.
Had the Company been in a net income position during the three months ended
September 30, 1998 or the nine months ended September 30, 1999 and 1998, diluted
earnings per share (EPS) would have included the shares used in the computation
of basic net income per share as well as the impact of 703,000, 1,120,000 and
1,240,000 net shares issued upon the exercise of outstanding stock options for
those periods, respectively. The following is a reconciliation of the numerators
and denominators of the basic and diluted EPS computations for the three and
nine months ended September 30, 1999 and 1998 (in thousands).
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30, Ended September 30,
--------------------- -----------------------
1999 1998 1999 1998
------- -------- -------- --------
<S> <C> <C> <C> <C>
Numerator for basic and diluted EPS:
Net income (loss) $ 750 $(16,275) $(20,754) $(12,322)
------- -------- -------- --------
Denominator:
Denominator for basic EPS -
weighted-average shares 24,970 24,194 24,693 24,056
Effect of dilutive securities -
stock options 2,026 -- -- --
------- -------- -------- --------
Denominator for diluted EPS - adjusted
weighted-average shares and assumed
conversions 26,996 24,194 24,693 24,056
======= ======== ======== ========
</TABLE>
- --------------------------------------------------------------------------------
Page 7 of 12
<PAGE> 8
COR THERAPEUTICS, INC.
- --------------------------------------------------------------------------------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
In addition to the historical information contained herein, this document
includes forward-looking statements which involve risks and uncertainties.
Actual results of the Company's activities may differ significantly from the
potential results discussed in such forward-looking statements. These
forward-looking statements are based on current expectations, and the Company
assumes no obligation to update this information. Risk factors that might cause
such differences include, but are not limited to, those factors identified below
and in the sections titled "Business" and "Business-Additional Risk Factors" in
the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1998.
The Company's business is subject to significant risks including, but not
limited to, risks related to the successful sales and marketing, distribution
and manufacture of INTEGRILIN, the success of the Company's research and
development activities, the length and expense of obtaining regulatory approval
and the results of clinical trials. Other significant risks include uncertainty
related to the availability of future funding, uncertainty related to
third-party reimbursement for the Company's product and/or potential products,
and uncertainty related to its collaborative relationships. In addition, the
Company's product candidates may be difficult to manufacture on a large scale,
uneconomical to market or precluded from commercialization by proprietary rights
of other parties. Additional expenses, delays and lost opportunities that may
arise out of these and other risks could have a material adverse effect on the
Company's business, financial condition and results of operations.
OVERVIEW
Since its inception, the Company has been dedicated to the discovery,
development and marketing of novel therapeutic products to establish new
standards of care for the treatment and prevention of acute and chronic
cardiovascular diseases. The Company has incurred a cumulative net loss of
$209,918,000 during the period from inception to September 30, 1999. The Company
has funded its operations primarily through public equity financings and
proceeds from collaboration research and development agreements.
INTEGRILIN is the first product that COR has taken from discovery to
commercialization. Approved by the U.S. Food and Drug Administration (FDA) in
May 1998, INTEGRILIN is indicated for the treatment of patients with an acute
coronary syndrome and patients who undergo angioplasty procedures. The acute
coronary syndrome indication includes patients with unstable angina and
non-Q-wave acute myocardial infarction, whether they receive medical treatment
or undergo angioplasty. Launched in June 1998 in conjunction with Schering,
INTEGRILIN is the only drug in its class that is approved by the FDA for use in
both acute coronary syndromes and in angioplasty. COR and Schering co-promote
the drug in the United States and share any profits or losses.
In July 1999 Schering announced that the European Union's Commission of the
European Communities had granted marketing authorization to INTEGRILIN for the
prevention of early myocardial infarction in patients with acute coronary
syndrome, including those who are managed medically and/or those who undergo
angioplasty. In connection with this approval, Schering paid COR a $12,000,000
milestone payment. European Commission approval results in a single marketing
authorization with unified labeling that is immediately valid in all 15 European
Union-Member States. Schering markets INTEGRILIN in Europe as an exclusive
licensee on a royalty-bearing basis for a period of time. INTEGRILIN has also
received regulatory approval in a number of countries outside the European Union
and the United States.
Total sales of INTEGRILIN, as reported to COR by Schering, were $17,200,000 and
$43,900,000 for the three and nine months ended September 30, 1999. Product
sales as reported by Schering for either the three or nine months ended
September 30, 1999 are not necessarily indicative of product sales for any
future period.
COR and Schering are conducting or have conducted Phase II clinical trials of
INTEGRILIN with different thrombolytics in the setting of acute myocardial
infarction. COR and Schering also sponsor additional clinical trials of
INTEGRILIN in a variety of clinical settings.
- --------------------------------------------------------------------------------
Page 8 of 12
<PAGE> 9
COR THERAPEUTICS, INC.
- --------------------------------------------------------------------------------
The Company's leading product in development, cromafiban, has the potential to
help prevent a wide variety of diseases, including acute myocardial infarction,
unstable angina, thrombotic stroke and peripheral arterial occlusive disease.
Cromafiban is an oral glycoprotein IIb-IIIa ("GP IIb-IIIa") inhibitor that
prevents platelet aggregation. In addition to having a high affinity and
specificity for GP IIb-IIIa, cromafiban's plasma concentrations have indicated a
sufficiently long elimination half-life to allow for once-daily dosing. No food
interactions have been observed. Bleeding was the most prevalent complication
encountered during cromafiban therapy in clinical trials conducted to date. COR
is also conducting preclinical research and development in several other
cardiovascular programs.
RESULTS OF OPERATIONS
Three and nine months ended September 30, 1999 and 1998
Total contract revenues, which include copromotion, milestone, and development
and other contract revenue, were $23,470,000 and $39,998,000 for the three and
nine months ended September 30, 1999 compared to $2,852,000 and $35,775,000 for
the corresponding periods in 1998. Copromotion revenue related to the sales of
INTEGRILIN by Schering was $9,711,000 and $22,823,000 for the three and nine
months ended September 30, 1999 compared to $1,812,000 and $1,812,000 for the
corresponding periods in 1998. Milestone revenue for the three months ended
September 30, 1999 includes $12,000,000 related to the marketing authorization
granted to INTEGRILIN in the European Union for certain indications. Milestone
revenue in the first nine months of 1998 included $32,000,000 received from
Schering in connection with regulatory approval of INTEGRILIN in the United
States. Development and other contract revenue was $1,759,000 and $5,175,000 for
the three and nine months ended September 30, 1999 compared to $1,040,000 and
$1,963,000 for the corresponding periods in 1998, due to fluctuations in
development activities. The Company expects contract revenues to continue to
fluctuate in the future.
Cost of copromotion revenue was $6,885,000 and $14,081,000 for the three and
nine months ended September 30, 1999 compared to $4,704,000 and $4,733,000 for
the corresponding periods in 1998. Cost of copromotion revenue includes certain
manufacturing-related and marketing expenses incurred in connection with the
copromotion of INTEGRILIN with Schering in the United States.
Research and development expenses were $8,755,000 and $28,613,000 for the three
and nine months ended September 30, 1999 compared to $9,274,000 and $27,964,000
for the corresponding periods in 1998. The Company expects research and
development expenses to increase over the next several years, although the
timing of certain of these expenses may depend on the timing and phase of, and
indications pursued in, additional clinical trials of INTEGRILIN and other
product candidates in development.
Marketing, general and administrative expenses were $7,651,000 and $19,957,000
for the three and nine months ended September 30, 1999 compared to $6,159,000
and $18,169,000 for the corresponding periods in 1998. The Company expects
marketing, general and administrative costs to increase over the next several
years.
Interest income was $691,000 and $2,287,000 for the three and nine months ended
September 30, 1999 compared to $1,126,000 and $3,347,000 for the corresponding
periods in 1998. Interest expense was $120,000 and $388,000 for the three and
nine months ended September 30, 1999 compared to $116,000 and $578,000 for the
corresponding periods in 1998. The fluctuations in both interest income and
interest expense are due to changes in cash, investment and debt obligation
balances.
LIQUIDITY AND CAPITAL RESOURCES
The Company had available cash, cash equivalents and short-term investments of
$58,341,000 at September 30, 1999. Cash in excess of immediate requirements is
invested according to the Company's investment policy. The primary objective of
the Company's investment activities is to preserve principal while at the same
time maximizing yields without significantly increasing risk. The Company has
funded its operations primarily through public equity financings and proceeds
from collaboration agreements, including proceeds related to the sales of
INTEGRILIN by Schering. Additional funding has come from private equity
financings, grant revenues, interest income and property and equipment
financings. At September 30, 1999, the Company had approximately $2,825,000
available under an equipment financing facility.
- --------------------------------------------------------------------------------
Page 9 of 12
<PAGE> 10
COR THERAPEUTICS, INC.
- --------------------------------------------------------------------------------
Net cash used for operating activities and additions to property and equipment
was $22,075,000 for the nine months ended September 30, 1999, compared to
$4,418,000 for the corresponding period in 1998. The Company anticipates that
its expenditures for operating activities and additions to property and
equipment will increase in future periods. The timing of these expenditures may
vary from period to period depending on the timing and phase of, and indications
pursued in, additional clinical trials of INTEGRILIN and clinical trials of
product candidates in development.
The Company expects its cash requirements will increase in future periods due to
costs related to continuation and expansion of research and development,
including clinical trials, and increased marketing, sales, general and
administrative activities. The Company anticipates that its existing capital
resources and interest earned thereon will enable it to maintain its operations
at least through the end of 2000. However, the Company's capital requirements
may change depending on numerous factors, including the progress of the
Company's research and development programs, the scope and results of
preclinical and clinical studies and the number and nature of the indications
the Company pursues in clinical studies. The Company's capital requirements may
also change due to the timing of regulatory approvals, technological advances,
determinations as to the commercial potential of the Company's future products
and the status of competitive products. In addition, expenditures may depend on
the establishment and maintenance of collaboration relationships with other
companies, the availability of financing, and other factors. The Company's
capital requirements may also change because of other unanticipated
circumstances. The Company may need to raise substantial additional funds in the
future. Such funds may not be available on favorable terms, if at all. If such
funds are unavailable, the Company may need to delay or curtail its research and
development activities to a significant extent.
YEAR 2000 ISSUE
The Company uses and relies on a wide variety of information technologies,
computer systems and scientific equipment containing computer-related
components. Some of the Company's older computer software programs and equipment
may use two digit fields rather than four digit fields to define the applicable
year (i.e., "99" in the computer code refers to the year "1999.") As a result,
time-sensitive functions of those software programs and equipment may
misinterpret dates after December 31, 1999 to refer to the twentieth century
rather than to the twenty-first century (i.e., "02" could be interpreted as
"1902" rather than "2002.") This condition is commonly referred to as the Year
2000 Issue. The Year 2000 Issue could have a material adverse effect on the
Company's business, financial condition or results of operations.
The Company has developed a strategy to address the potential exposures related
to the Year 2000 Issue on its operations for the year 2000 and beyond. A review
of key financial, informational and operational systems has been completed.
Plans for implementation and testing of any necessary modifications to these key
computer systems and equipment to ensure that they are Year 2000 compliant have
been completed or are in the process of being completed to address computer
system and equipment problems as required by December 31, 1999. The Company
believes that with these plans and completed modifications, the Year 2000 Issue
will not have a material adverse effect on its business, financial condition or
results of operations. However, even if these modifications are made in a timely
fashion, they still may not prevent a material adverse effect on the Company's
business, financial condition or results of operations. If such a material
adverse effect were to occur, the magnitude of it cannot be known at this time.
The Company currently has no contingency plans to deal with major Year 2000
failures, although such plans will be developed if they are deemed necessary.
- --------------------------------------------------------------------------------
Page 10 of 12
<PAGE> 11
COR THERAPEUTICS, INC.
- --------------------------------------------------------------------------------
In addition to risks associated with the Company's own computer systems and
equipment, the Company has relationships with, and is to varying degrees
dependent upon, a large number of third parties that provide information, goods
and services to the Company. These include corporate partners, suppliers,
vendors, financial institutions and governmental entities. These other
organizations may not adequately address the Year 2000 Issue and their failure
to address the Year 2000 Issue may have a material adverse effect on the
Company's business, financial condition or results of operations. The Company
has contacted all key third parties to assess their readiness to address the
Year 2000 Issue.
The total cost of systems assessments and modifications related to the Year 2000
Issue has been and is being funded through available cash resources and has not
been material to date. The Company has been and is expensing these costs as
incurred. The Company has identified resources to address the Year 2000 Issue.
The aggregate financial impact to the Company of addressing the Year 2000 Issue
is currently expected to be less than $500,000. The actual financial impact may
exceed this estimate. The financial impact is not expected to have a material
adverse effect on the Company's business, financial condition or results of
operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK.
The Company is exposed to interest rate risk on the investments of its excess
cash. The primary objective of the Company's investment activities is to
preserve principal while at the same time maximizing yields without
significantly increasing risk. To achieve this objective, the Company invests in
highly liquid and high quality debt securities. To minimize the exposure due to
adverse shifts in interest rates, the Company invests in short-term securities
and maintains an average maturity of less than two years. Due to the nature of
its short-term investments, the Company has concluded that it does not have a
material market risk exposure.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.1 Key Employee Change in Control Severance Plan
27.1 Financial Data Schedule
(b) Reports
There were no reports on Form 8-K filed for the three months ended
September 30, 1999.
- --------------------------------------------------------------------------------
Page 11 of 12
<PAGE> 12
COR THERAPEUTICS, INC.
- --------------------------------------------------------------------------------
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.
Date: November 2, 1999
COR THERAPEUTICS, INC.
Signature Title
--------- -----
/s/ VAUGHN M. KAILIAN President, Chief Executive Officer
- ---------------------------------------- and Director
Vaughn M. Kailian (Principal Executive and Financial
Officer)
/s/ PETER S. RODDY Vice President, Finance
- ---------------------------------------- (Principal Accounting Officer)
Peter S. Roddy
- --------------------------------------------------------------------------------
Page 12 of 12
<PAGE> 13
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
10.1 Key Employee Change in Control Severance Plan
27.1 Financial Data Schedule
</TABLE>
<PAGE> 1
EXHIBIT 10.1
COR THERAPEUTICS, INC.
KEY EMPLOYEE CHANGE IN CONTROL SEVERANCE PLAN
SECTION 1. INTRODUCTION
The COR Therapeutics, Inc. Key Employee Change in Control Severance Plan
(the "Plan") is designed to provide separation pay and benefits to certain
eligible employees of the Company whose employment is involuntarily terminated
without cause or voluntarily terminated for good reason. This document
constitutes the written instrument under which the Plan is maintained and
supersedes any prior plan or practice of the Company that provides severance
benefits to eligible employees. The Plan was approved by the Compensation
Committee of the Board of Directors of the Company effective May 25, 1999.
SECTION 2. DEFINITIONS
For purposes of this Plan, the following terms shall have the meanings
set forth below:
(a) "BASE SALARY" means your annual base salary as in effect on the
effective date of a Change in Control, or as increased thereafter.
(b) "BOARD" means the Board of Directors of the Company.
(c) "CAUSE" means that, in the reasonable determination of the Company,
(i) you have committed an act that materially injures the business of the
Company; (ii) you have refused or failed to follow lawful and reasonable
directions of the Board or the appropriate individual to whom you report; (iii)
you have willfully or habitually neglected your duties for the Company; or (iv)
you have been convicted of a felony involving moral turpitude that is likely to
inflict or has inflicted material injury on the business of the Company.
Notwithstanding the foregoing, Cause based on the conduct described in clause
(ii) or clause (iii) shall not exist unless the conduct described in such clause
has not been cured within fifteen (15) days following your receipt of written
notice from the Company or the Board, as the case may be (or such longer period
as agreed in writing between you and the Company), specifying the particulars of
your conduct constituting Cause.
(d) "CHANGE IN CONTROL" means any of the following events and shall be
deemed to have occurred at any of the following times:
(i) upon the acquisition (other than by the Company) by any
person, entity or "group," within the meaning of Section 13(d)(3) or 14(d)(2) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") (excluding,
for this purpose, the Company or its affiliates, or any employee benefit plan of
the Company or its affiliates which acquires beneficial ownership of voting
securities of the Company), of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of fifty percent (50%) or more of
either the then-outstanding shares of common stock or the combined voting power
of the Company's then-outstanding voting securities entitled to vote generally
in the election of directors;
- 1 -
<PAGE> 2
(ii) at the time the individuals who, as of May 25, 1999
constitute the Board, (the "Incumbent Board") cease for any reason to constitute
at least a majority of the Board, provided that any person becoming a director
subsequent to May 25, 1999 whose election, or nomination for election by the
Company's stockholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board (other than an election or
nomination of an individual whose initial assumption of office is in connection
with an actual or threatened election contest relating to the election of the
Directors of the Company, as such terms are used in Rule 14a-11 of Regulation
14A promulgated under the Exchange Act) shall be, for purposes of the Plan,
considered as though such person were a members of the Incumbent Board;
(iii) immediately prior to the consummation by the Company of a
reorganization, merger or consolidation, (in each case, with respect to which
persons who were the stockholders of the Company immediately prior to such
reorganization, merger or consolidation do not, immediately thereafter, own more
than fifty percent (50%) of the combined voting power entitled to vote generally
in the election of directors of the reorganized, merged or consolidated
company's then-outstanding voting securities) or a liquidation or dissolution of
the Company or the sale of all or substantially all of the assets of the
Company; or
(iv) upon the occurrence of any other event which the Incumbent
Board, in its sole discretion, determines constitutes a Change in Control.
(e) "COMPANY" means COR Therapeutics, Inc. or, following a Change in
Control, the surviving entity resulting from such transaction.
(f) "INVOLUNTARY TERMINATION WITHOUT CAUSE" means your dismissal or
discharge by the Company (or, if applicable, by any successor entity) for a
reason other than Cause. The termination of your employment will not be deemed
to be an "Involuntary Termination Without Cause" if your termination occurs as a
result of your death or disability.
(g) "VOLUNTARY TERMINATION FOR GOOD REASON" means that you voluntarily
terminate your employment with the Company (or, if applicable, with any
successor entity) after any of the following are undertaken by the Company (or,
if applicable, by any successor entity) without your express written consent:
(i) a substantial diminution in your duties and/or level of
responsibility (but not merely a change in title) as in effect immediately prior
to the effective date of the Change in Control;
(ii) a five percent (5%) or greater reduction by the Company in
your annual compensation consisting of base salary and target bonus as in effect
immediately prior to the effective date of the Change in Control or as increased
thereafter; or
(iii) the relocation of your principal business office, or the
relocation of the Company's principal executive offices if your principal
business office is at such offices, to a location more than fifty (50) miles
from the location at which you were performing your duties immediately prior to
the effective date of the Change in Control, except for required travel on the
Company's business to an extent substantially consistent with your business
travel obligations immediately prior to the effective date of the Change in
Control.
- 2 -
<PAGE> 3
SECTION 3. ELIGIBILITY AND PARTICIPATION
You are eligible to participate in the Plan if you are a member of the
Executive Committee or a Vice President of the Company at any time during the
six (6) month period prior to a Change in Control or your termination of
employment with the Company, and such employment terminates due to an
Involuntary Termination Without Cause or a Voluntary Termination for Good
Reason, in either case within twelve (12) months following the effective date of
a Change in Control.
SECTION 4. BENEFITS
As a participant in the Plan, you are eligible to receive the following
benefits on the following conditions:
(a) SALARY CONTINUATION. The Company shall continue your Base Salary for
a period of eighteen (18) months. Salary continuation payments shall be paid to
you in regular installments on the normal payroll dates of the Company or over a
shorter period, as determined by the Company. Any such amount that you receive
shall be subject to all required tax withholding.
(b) BONUS. The Company shall pay you an amount equal to that percentage
your target bonus established for the year in which your termination occurs
equal to the percentage of such year that you are employed by the Company, as if
the target applicable to such bonus had been attained. The bonus benefit shall
be paid to you in twelve (12) monthly installments or over a shorter period, as
determined by the Company.
(c) HEALTH BENEFITS. Provided that you elect continued coverage under
federal COBRA law, the Company shall pay, on your behalf, the portion of
premiums of your group health insurance coverage, including coverage for your
eligible dependents, that the Company paid prior to your termination of
employment for a period of twelve (12) months following your Involuntary
Termination Without Cause or Voluntary Termination for Good Reason; provided,
however, that the Company will pay such premiums for your eligible dependents
only for coverage for which those dependents were enrolled immediately prior to
your termination of employment. You will continue to be required to pay that
portion of the premium of your group health insurance coverage, including
coverage for your eligible dependents, that you were required to pay as an
active employee immediately prior to your termination of employment. In no event
shall such premium payments be made following the effective date of your
coverage by a health plan of a subsequent employer. For the balance of the
period that you are entitled to coverage under federal COBRA law, you shall be
entitled to maintain coverage for yourself and your eligible dependents at your
own expense.
(d) PARACHUTE PAYMENTS. If any payment or benefit you would receive
under this Plan, when combined with any other payment or benefit you receive
pursuant to the termination of your employment with the Company ("Payment")
would (i) constitute a "parachute payment" within the meaning of Section 280G of
the Internal Revenue Code of 1986, as amended (the "Code"), and (ii) but for
this sentence, be subject to the excise tax imposed by Section 4999 of the Code
(the "Excise Tax"), then such Payment shall be either (x) the full amount of
such
- 3 -
<PAGE> 4
Payment or (y) such lesser amount (with cash payments being reduced before stock
option compensation) as would result in no portion of the Payment being subject
to the Excise Tax, whichever of the foregoing amounts, taking into account the
applicable federal, state and local employment taxes, income taxes, and the
Excise Tax results in your receipt, on an after-tax basis, of the greater amount
of the Payment notwithstanding that all or some portion of the Payment may be
subject to the Excise Tax.
(e) RELEASE. To receive benefits under this Plan, you must execute a
release of claims in favor of the Company, in the form attached to this Plan as
Exhibit A or Exhibit B, as appropriate, and such release must become effective
in accordance with its terms.
(f) OFFSETS. Unless otherwise specified in a written agreement between
you and the Company or any successor to the Company or any affiliate thereof,
the total amount of severance benefits you may receive pursuant to (i) this
Plan, (ii) any agreement between you and the Company or any successor to the
Company or any affiliate thereof, or (iii) any other plan, practice or statutory
obligation of the Company or any successor to the Company or any affiliate
thereof, shall not exceed the amount of severance benefits provided under this
Plan, and the severance benefits payable to you under this Plan shall be reduced
to the extent of any excess.
(g) TERMINATION OF BENEFITS. Benefits under this Plan shall terminate
immediately if you, at any time, violate any proprietary information or
confidentiality obligation to the Company.
(h) NON-DUPLICATION OF BENEFITS. You are not eligible to receive
benefits under this Plan more than one time.
SECTION 5. ADMINISTRATION AND OPERATION OF THE PLAN
The Company is the "Plan Sponsor" and the "Plan Administrator" of the
Plan, as such terms are defined in the Employee Retirement Income Security Act
of 1974 ("ERISA"). The Company, in its capacity as Plan Administrator of the
Plan, is the named fiduciary that has the authority to control and manage the
operation and administration of the Plan. The Company has the sole discretion to
make such rules, regulations, and interpretations of the Plan and to make such
computations and to take such other action to administer the Plan as it may deem
appropriate in its sole discretion. Such rules, regulations, interpretations,
computations, and other actions shall be conclusive and binding upon all
persons. The Company may engage the services of such persons or organizations to
render advice or perform services with respect to its responsibilities under the
Plan as it shall determine to be necessary or appropriate. Such persons or
organizations may include (without limitation) actuaries, attorneys, accountants
and consultants.
Any person or group of persons may serve in more than one fiduciary
capacity with respect to the Plan. The responsibilities of the Company under the
Plan shall be carried out on its behalf by its directors, officers, employees
and agents, acting on behalf or in the name of the Company in their capacity as
directors, officers, employees and agents and not as individual fiduciaries. The
Company may delegate any of its fiduciary responsibilities under the Plan to
- 4 -
<PAGE> 5
another person or persons pursuant to a written instrument that specifies the
fiduciary responsibilities so delegated to each such person.
SECTION 6. CLAIMS, INQUIRIES AND APPEALS
APPLICATIONS FOR BENEFITS AND INQUIRIES. Applications for benefits
should be in writing, signed and submitted to: Plan Administrator, Key Employee
Change in Control Severance Plan, COR Therapeutics, Inc., 256 E. Grand Avenue,
South San Francisco, CA 94080.
DENIAL OF CLAIMS. If any application for benefits is denied in whole or
in part, the Plan Administrator must notify you, in writing, of the denial of
the application, and of your right to review the denial. The written notice of
denial will be set forth in a manner designed to be understood, and will include
specific reasons for the denial, specific references to the Plan provision upon
which the denial is based, a description of any information or material that the
Plan Administrator needs to complete the review and an explanation of the Plan's
review procedure.
This written notice will be given to you within ninety (90) days after
the Plan Administrator receives the application, unless special circumstances
require an extension of time, in which case, the Plan Administrator has up to an
additional ninety (90) days for processing the application. If an extension of
time for processing is required, written notice of the extension will be
furnished to you before the end of the initial 90-day period.
This notice of extension will describe the special circumstances
necessitating the additional time and the date by which the Plan Administrator
is to render its decision on the application. If written notice of denial of the
application for benefits is not furnished within the specified time, the
application shall be deemed to be denied. You will then be permitted to appeal
the denial in accordance with the review procedure described below.
REQUEST FOR REVIEW. You (or your authorized representative) may appeal a
denied benefit claim by submitting a written request for a review to: Review
Panel, Key Employee Change in Control Severance Plan, COR Therapeutics, Inc.,
256 E. Grand Avenue, South San Francisco, CA 94080. The Review Panel shall be
comprised of two (2) or more persons to be appointed by the Company. Your appeal
must be submitted within sixty (60) days after the application is denied (or
deemed denied). The Review Panel will give you (or your representative) an
opportunity to review pertinent documents in preparing a request for a review.
A request for review must set forth all of the grounds on which it is
based, all facts in support of the request and any other matters that you or
your representative feel are pertinent. The Review Panel may require you or your
representative to submit additional facts, documents or other material as it may
find necessary or appropriate in making its review.
DECISION ON REVIEW. The Review Panel will act on each request for review
within sixty (60) days after receipt of the request, unless special
circumstances require an extension of time (not to exceed an additional sixty
(60) days) for processing the request for a review. If an extension for review
is required, written notice of the extension will be furnished within the
initial 60-day period. The Review Panel will give written notice of its decision
to the applicant. In the event that the Review Panel confirms the denial of the
application for benefits in whole or
- 5 -
<PAGE> 6
in part, the notice will outline the specific Plan provisions upon which the
decision is based. If written notice of the Review Panel's decision is not given
within the time prescribed above, the application will be deemed denied on
review.
RULES AND PROCEDURES. The Plan Administrator and/or the Review Panel may
establish rules and procedures, consistent with the Plan and with ERISA, as
necessary and appropriate in carrying out their responsibilities in reviewing
benefit claims. If you wish to submit additional information in connection with
an appeal from the denial (or deemed denial) of benefits, you may be required to
do so at your own expense.
EXHAUSTION OF REMEDIES. No legal action for benefits under the Plan may
be brought until (i) a written application for benefits has been submitted in
accordance with the procedures described above, (ii) the person claiming
benefits has been notified by the Plan Administrator that the application is
denied (or the application is deemed denied due to the Plan Administrator's
failure to act on it within the time prescribed), (iii) a written request for a
review of the application has been submitted in accordance with the appeal
procedure described above and (iv) the person appealing the denial has been
notified in writing that the Review Panel has denied the appeal (or the appeal
is deemed to be denied due to the Review Panel's failure to take any action on
the claim within the time prescribed).
SECTION 7. OTHER TERMINATIONS
You are NOT eligible for benefits under this Plan if (i) your employment
terminates due to death, disability or any other reason other than an
Involuntary Termination Without Cause or Voluntary Termination for Good Reason
that occurs within twelve (12) months following the effective date of a Change
in Control; or (ii) you are terminated within thirty (30) days of your refusal
to accept an offer of comparable employment by any successor to the Company
(provided that "comparable employment" shall mean employment with duties and
responsibilities not violative of Section 2(g)(i); with annual compensation in
an amount not violative of Section 2(g)(ii); and at a business office whose
location is not violative of Section 2(g)(iii)).
SECTION 8. BASIS OF PAYMENTS TO AND FROM THE PLAN
All benefits under the Plan shall be paid by the Company. The Plan shall
be unfunded and benefits hereunder shall be paid only from the general assets of
the Company.
SECTION 9. AMENDMENT AND TERMINATION
The Company reserves the right to amend or terminate this Plan at any
time; provided, however, that this Plan may not be amended or terminated
following the effective date of a Change in Control.
SECTION 10. NON-ALIENATION OF BENEFITS
No Plan benefit may be anticipated, alienated, sold, transferred,
assigned, pledged, encumbered or charged, and any attempt to do so will be void.
- 6 -
<PAGE> 7
SECTION 11. SUCCESSORS AND ASSIGNS
This Plan shall be binding upon any surviving entity resulting from a
Change in Control and upon any other person who is a successor by merger,
acquisition, consolidation or otherwise to the business formerly carried on by
the Company without regard to whether or not such person actively adopts or
formally continues the Plan. Covered Employees, to the extent they are otherwise
eligible for benefits under the Plan, are intended third party beneficiaries of
this provision.
SECTION 12. LEGAL CONSTRUCTION
This Plan shall be interpreted in accordance with ERISA and, to the
extent not preempted by ERISA, with the laws of the State of California. This
Plan constitutes both a plan document and a summary plan description for
purposes of ERISA.
SECTION 13. OTHER PLAN INFORMATION
PLAN IDENTIFICATION NUMBER: 510
EMPLOYER IDENTIFICATION NUMBER: 94-3060271
ENDING OF THE PLAN'S FISCAL YEAR: December 31.
AGENT FOR THE SERVICE OF LEGAL PROCESS: The Plan's agent for service of
legal process is: COR Therapeutics, Inc., 256 E. Grand Avenue, South San
Francisco, CA 94080.
SECTION 14. STATEMENT OF ERISA RIGHTS
As a participant in this Plan (which is a welfare benefit plan sponsored
by the Company) you are entitled to certain rights and protections under ERISA,
including the right to:
(a) Examine, without charge, at the Plan Administrator's office and at
other specified locations, such as work sites, all Plan documents and copies of
all documents filed by the Plan with the U.S. Department of Labor, such as
detailed annual reports;
(b) Obtain copies of all Plan documents and Plan information upon
written request to the Plan Administrator. The Plan Administrator may make a
reasonable charge for the copies; and
(c) Receive a summary of the Plan's annual financial report, in the case
of a plan which is required to file an annual financial report with the
Department of Labor. (Generally, all pension plans and welfare plans with 100 or
more participants must file these annual reports.)
In addition to creating rights for Plan participants, ERISA imposes
duties upon the people responsible for the operation of the employee benefit
plan. The people who operate the Plan, called "fiduciaries" of the Plan, have a
duty to do so prudently and in the interest of you and other Plan participants
and beneficiaries.
- 7 -
<PAGE> 8
No one, including your employer or any other person, may fire you or
otherwise discriminate against you in any way to prevent you from obtaining a
Plan benefit or exercising your rights under ERISA. If your claim for a Plan
benefit is denied in whole or in part, you must receive a written explanation of
the reason for the denial. You have the right to have the Plan review and
reconsider your claim.
Under ERISA, there are steps you can take to enforce the above rights.
For instance, if you request materials from the Plan and do not receive them
within thirty (30) days, you may file suit in a federal court. In such a case,
the court may require the Plan Administrator to provide the materials and pay
you up to $110 a day until you receive the materials, unless the materials were
not sent because of reasons beyond the control of the Plan Administrator. If you
have a claim for benefits that is denied or ignored, in whole or in part, you
may file suit in a state or federal court. If it should happen that the Plan
fiduciaries misuse the Plan's money, or if you are discriminated against for
asserting your rights, you may seek assistance from the U.S. Department of
Labor, or you may file suit in a federal court. The court will decide who should
pay court costs and legal fees. If you are successful, the court may order the
person you have sued to pay these costs and fees. If you lose, the court may
order you to pay these costs and fees, for example, if it finds your claim is
frivolous.
If you have any questions about this statement or about your rights
under ERISA, you should contact the nearest office of the Pension and Welfare
Benefits Administration, U.S. Department of Labor, listed in your telephone
directory, or the Division of Technical Assistance and Inquiries, Pension and
Welfare Benefit Administration, U.S. Department of Labor, 200 Constitution
Avenue N.W., Washington, D.C. 20210.
Exhibit A: Release (Individual Termination)
Exhibit B: Release (Group Termination)
- 8 -
<PAGE> 9
EXHIBIT A
RELEASE
(INDIVIDUAL TERMINATION)
Certain capitalized terms used in this Release are defined in the COR
Therapeutics, Inc. Key Employee Change in Control Severance Plan (the "Plan")
which I have reviewed.
I hereby confirm my obligations under the Company's proprietary
information and inventions agreement.
I acknowledge that I have read and understand Section 1542 of the
California Civil Code which reads as follows: "A GENERAL RELEASE DOES NOT EXTEND
TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT
THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY
AFFECTED HIS SETTLEMENT WITH THE DEBTOR." I hereby expressly waive and
relinquish all rights and benefits under that section and any law of any
jurisdiction of similar effect with respect to my release of any claims I may
have against the Company.
Except as otherwise set forth in this Release, I hereby release, acquit
and forever discharge the Company, its parents and subsidiaries, and their
officers, directors, agents, servants, employees, shareholders, successors,
assigns and affiliates, of and from any and all claims, liabilities, demands,
causes of action, costs, expenses, attorneys fees, damages, indemnities and
obligations of every kind and nature, in law, equity, or otherwise, known and
unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or
in any way related to claims and demands directly or indirectly arising out of
my employment with the Company or the termination of that employment, including
but not limited to, claims of intentional and negligent infliction of emotional
distress, any and all tort claims for personal injury, claims or demands related
to salary, bonuses, commissions, or any other ownership interests in the
Company, vacation pay, fringe benefits, expense reimbursements, severance pay,
or any other form of disputed compensation; claims pursuant to any federal,
state or local law or cause of action including, but not limited to, the federal
Civil Rights Act of 1964, as amended; the federal Age Discrimination in
Employment Act of 1967, as amended ("ADEA"); the federal Employee Retirement
Income Security Act of 1974, as amended; the federal Americans with Disabilities
Act of 1990; the California Fair Employment and Housing Act, as amended; tort
law; contract law; statutory law; common law; wrongful discharge;
discrimination; defamation; and breach of the implied covenant of good faith and
fair dealing; provided, however, that nothing in this paragraph shall be
construed in any way to release the Company from its obligation to indemnify me
from any third party action brought against me based on my employment with the
Company, pursuant to any applicable agreement or applicable law or to reduce or
eliminate any coverage I may have under the Company's director and officer
liability policy, if any.
I acknowledge that I am knowingly and voluntarily waiving and releasing
any rights I may have under ADEA. I also acknowledge that the consideration
given under the Agreement for the waiver and release in the preceding paragraph
hereof is in addition to anything of value to which I was already entitled. I
further acknowledge that I have been advised by this writing, as
1.
<PAGE> 10
required by the ADEA, that: (A) my waiver and release do not apply to any rights
or claims that may arise on or after the date I execute this Release; (B) I
should consult with an attorney prior to executing this Release; (C) I have
twenty-one (21) days to consider this Release (although I may choose to
voluntarily execute this Release earlier); (D) I have seven (7) days following
the execution of this Release by the parties to revoke the Release; and (E) this
Release shall not be effective until the date upon which the revocation period
has expired, which shall be the eighth day after this Release is executed by me.
[NAME OF EMPLOYEE]
Date:
------------------------------ -----------------------------------
2.
<PAGE> 11
EXHIBIT B
RELEASE
(GROUP TERMINATION)
Certain capitalized terms used in this Release are defined in the COR
Therapeutics, Inc. Key Employee Change in Control Severance Plan (the "Plan")
which I have reviewed.
I hereby confirm my obligations under the Company's proprietary
information and inventions agreement.
I acknowledge that I have read and understand Section 1542 of the
California Civil Code which reads as follows: "A GENERAL RELEASE DOES NOT EXTEND
TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT
THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY
AFFECTED HIS SETTLEMENT WITH THE DEBTOR." I hereby expressly waive and
relinquish all rights and benefits under that section and any law of any
jurisdiction of similar effect with respect to my release of any claims I may
have against the Company.
Except as otherwise set forth in this Release, I hereby release, acquit
and forever discharge the Company, its parents and subsidiaries, and their
officers, directors, agents, servants, employees, shareholders, successors,
assigns and affiliates, of and from any and all claims, liabilities, demands,
causes of action, costs, expenses, attorneys fees, damages, indemnities and
obligations of every kind and nature, in law, equity, or otherwise, known and
unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or
in any way related to claims and demands directly or indirectly arising out of
my employment with the Company or the termination of that employment, including
but not limited to, claims of intentional and negligent infliction of emotional
distress, any and all tort claims for personal injury, claims or demands related
to salary, bonuses, commissions, or any other ownership interests in the
Company, vacation pay, fringe benefits, expense reimbursements, severance pay,
or any other form of disputed compensation; claims pursuant to any federal,
state or local law or cause of action including, but not limited to, the federal
Civil Rights Act of 1964, as amended; the federal Age Discrimination in
Employment Act of 1967, as amended ("ADEA"); the federal Employee Retirement
Income Security Act of 1974, as amended; the federal Americans with Disabilities
Act of 1990; the California Fair Employment and Housing Act, as amended; tort
law; contract law; statutory law; common law; wrongful discharge;
discrimination; defamation; and breach of the implied covenant of good faith and
fair dealing; provided, however, that nothing in this paragraph shall be
construed in any way to release the Company from its obligation to indemnify me
from any third party action brought against me based on my employment with the
Company, pursuant to any applicable agreement or applicable law or to reduce or
eliminate any coverage I may have under the Company's director and officer
liability policy, if any.
I acknowledge that I am knowingly and voluntarily waiving and releasing
any rights I may have under ADEA. I also acknowledge that the consideration
given under the Agreement for the waiver and release in the preceding paragraph
hereof is in addition to anything of value to which I was already entitled. I
further acknowledge that I have been advised by this writing, as
1.
<PAGE> 12
required by the ADEA, that: (A) my waiver and release do not apply to any rights
or claims that may arise on or after the date I execute this Release; (B) I
should consult with an attorney prior to executing this Release; (C) I have
forty-five (45) days to consider this Release (although I may choose to
voluntarily execute this Release earlier); (D) I have seven (7) days following
the execution of this Release by the parties to revoke the Release; (E) this
Release shall not be effective until the date upon which the revocation period
has expired, which shall be the eighth day after this Release is executed by me;
and (F) I have received with this Release a detailed list of the job titles and
ages of all employees who were terminated in this group termination and the ages
of all employees of all employees in the same job classification or
organizational unit who were not terminated.
[NAME OF EMPLOYEE]
Date:
------------------------------ -----------------------------------
2.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED BALANCE SHEETS, STATEMENTS OF OPERATIONS, AND STATEMENTS OF CASH FLOWS
INCLUDED IN THE COMPANY'S FORM 10-Q FOR THE PERIOD ENDED SEPTEMBER 30, 1999 AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS AND THE
NOTES THERETO.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 24,594
<SECURITIES> 33,747
<RECEIVABLES> 8,782
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 94,501
<PP&E> 25,223
<DEPRECIATION> (20,129)
<TOTAL-ASSETS> 99,595
<CURRENT-LIABILITIES> 56,200
<BONDS> 0
0
0
<COMMON> 2
<OTHER-SE> 40,304
<TOTAL-LIABILITY-AND-EQUITY> 99,595
<SALES> 0
<TOTAL-REVENUES> 39,998
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 62,651
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 388
<INCOME-PRETAX> (20,754)
<INCOME-TAX> 0
<INCOME-CONTINUING> (20,754)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (20,754)
<EPS-BASIC> (.84)<F1>
<EPS-DILUTED> (.84)
<FN>
<F1>For Purposes of this Exhibit, Primary means Basic.
</FN>
</TABLE>
