SHAMAN PHARMACEUTICALS INC
10-Q, 1996-05-15
PHARMACEUTICAL PREPARATIONS
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                                  UNITED STATES
                       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 MARCH 31, 1996

                                       OR

( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934


Commission File Number:                   0-21022


                          SHAMAN PHARMACEUTICALS, INC.
             (Exact name of registrant as specified in its charter)


          Delaware                                       94-3095806
 (State or other jurisdiction                        (I.R.S. Employer
of incorporation of organization)                  Identification Number)
                            

       213 East Grand Avenue                               94080
  South San Francisco, California                        
(Address of principal executive offices)                 (ZIP Code)        


Registrant's telephone number, including area code:  415-952-7070


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        X               No

Number of shares of Common Stock, $.001 par value, outstanding as of
March 31, 1996:  13,351,133


<PAGE>



                          SHAMAN PHARMACEUTICALS, INC.

                               INDEX FOR FORM 10-Q

                                 MARCH 31, 1996

                                                               
<TABLE>
<CAPTION>
PART I         FINANCIAL INFORMATION
<S>     <C>    <C>    <C>    <C>    <C>    <C>
Item 1         Financial Statements and Notes

               Condensed Balance Sheets as of March 31, 1996 
               and December 31, 1995                                           3

               Condensed Statements of Operations for the three months
               ended March 31, 1996 and March 31, 1995                         4

               Condensed Statements of Cash Flows for the three months 
               ended March 31, 1996 and March 31, 1995                         5

               Note to Condensed Financial Statements                          6

Item 2         Management's Discussion and Analysis of Financial 
               Condition and Results of Operations                             7



PART II        OTHER INFORMATION                                              13

Item 1         Legal Proceedings

Item 2         Changes in Securities 

Item 3         Defaults in Senior Securities 

Item 4         Submission of Matters to a Vote of Security Holders

Item 5         Other Information

Item 6         Exhibits and Reports on Form 8-K

SIGNATURES                                                                    14

</TABLE>

<PAGE>


PART I.  FINANCIAL INFORMATION.

         Item 1.  Financial Statements and Notes
<TABLE>
<CAPTION>

                          SHAMAN PHARMACEUTICALS, INC.
                            CONDENSED BALANCE SHEETS

<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                      March 31,     December 31,
                                                        1996            1995
                                                     (Unaudited)       (Note)
ASSETS

Current assets:
     Cash and cash equivalents                     $  8,378,572    $  9,210,123
     Short-term investments                          13,465,733      17,454,778
     Prepaid expenses and other current assets          743,037         858,724
                                                    ------------   ------------
Total current assets                                 22,587,342      27,523,625
                                                                               
Property and equipment, net                           5,940,531       6,158,056
                                                                  
Other assets                                            128,080         128,080
                                                   ------------    ------------

Total assets                                       $ 28,655,953    $ 33,809,761
                                                   ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable and other accrued expenses   $  1,016,291    $    668,078
     Accrued clinical trial costs                       707,265       1,016,573
     Accrued professional fees                          519,712         705,374
     Accrued compensation                               377,543         383,089
     Advances - contract research                       289,855         789,855
     Current installments of long-term obligations    1,141,356       1,111,128
                                                   ------------    ------------

Total current liabilities                             4,052,022       4,674,097

Long-term obligations, excluding
     current installments                             5,314,050       4,930,263

Stockholders' equity:
     Common stock                                        13,351          13,258
     Additional paid-in capital                      88,244,444      88,170,926
     Deferred compensation and other adjustments       (125,352)       (146,956)
     Accumulated deficit                            (68,842,562)    (63,831,827)
                                                   ------------    ------------

Total stockholders' equity                           19,289,881      24,205,401
                                                   ------------    ------------

Total liabilities and stockholders' equity         $ 28,655,953    $ 33,809,761
                                                   ============    ============
</TABLE>

NOTE:  The balance  sheet at December 31, 1995 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.

See Note 1 to condensed financial statements.


<PAGE>



                          SHAMAN PHARMACEUTICALS, INC.
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                            Three Months Ended
                                                 March 31,
                                           -------------------
                                          1996            1995
                                      ------------    ------------
<S>     <C>    <C>    <C>    <C>    <C>    <C>
Revenue from collaborative
agreement                             $    500,000    $       --

Operating expenses:
  Research and development            $  4,798,371       3,880,908
  General and administrative               868,203         877,379
                                      ------------    ------------

Total operating expenses                 5,666,574       4,758,287
                                      ------------    ------------

Loss from operations                    (5,166,574)     (4,758,287)


Other income (expense):

  Interest income                          318,104         436,946
  Interest expense                        (162,265)       (161,422)
                                      ------------    ------------

Net loss                              $ (5,010,735)   $ (4,482,763)
                                      ============    ============

Net loss per share                    $      (0.38)   $      (0.34)
                                      ============    ============

Shares used in calculation
  of net loss per share                 13,334,000      13,038,000
                                      ============    ============

</TABLE>









See Note 1 to condensed financial statements.


<PAGE>

<TABLE>
<CAPTION>

                          SHAMAN PHARMACEUTICALS, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                Increase (Decrease) in Cash and Cash Equivalents
                                   (Unaudited)


                                                         Three Months Ended
                                                             March 31,
                                                       ----------------------
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                         1996           1995
                                                    ------------    -----------

Operating activities:

Net loss                                            $ (5,010,735)   $(4,482,763)

Adjustments to reconcile net loss to net
 cash used in operating activities:

  Depreciation and amortization                          656,589        636,734

  Contribution of common stock                              --            6,137

  Changes in operating assets and liabilities:

    Prepaid expenses, other current assets
    and other assets                                     115,687        116,766

    Accounts payable, accrued expenses and
    contract research advances                          (652,303)    (1,225,783)
                                                    ------------    -----------

Net cash used in operating activities                 (4,890,762)    (4,948,909)
                                                    ------------    -----------

Investing activities:

  Purchases of short investments                      (6,388,869)    (3,510,358)

  Maturities of available-for-sale investments        10,333,314      8,629,500

  Capital expenditures                                  (408,793)       (31,543)
                                                    ------------    -----------

Net cash provided by investing activities              3,535,652      5,087,599

Financing activities:

  Proceeds from issuance of common stock                 109,544        160,822

  Proceeds from long-term obligations                    600,000           --

  Principal payments on long-term obligations           (185,985)      (209,405)
                                                    ------------    -----------

Net cash provided by (used in) financing activities      523,559        (48,583)

Net increase (decrease) in cash and cash equivalents    (831,551)        90,107

Cash and cash equivalents at beginning of period       9,210,123      8,776,582
                                                    ------------    -----------

Cash and cash equivalents at end of period          $  8,378,572    $ 8,866,689
                                                    ============    ===========
</TABLE>




See Note 1 to condensed financial statements.



<PAGE>



                          SHAMAN PHARMACEUTICALS, INC.

                     NOTE TO CONDENSED FINANCIAL STATEMENTS

                                 March 31, 1996
                                   (Unaudited)

1.       Basis of Presentation

         Shaman Pharmaceuticals, Inc. ("Shaman" or the "Company") is a mid-stage
pharmaceutical  company developing new drugs from tropical plants with a history
of  medicinal  use.  These  drugs are  expected to provide  new  medicines  with
applications in human health care markets.

         The accompanying  unaudited  condensed  financial  statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and in accordance with the  instructions to Form 10-Q and
Rule  10-01 of  Regulation  S-X.  Accordingly,  they do not  include  all of the
information and footnotes required by generally accepted  accounting  principles
for complete financial statements. In the opinion of management, all adjustments
(consisting only of normal recurring accruals)  considered  necessary for a fair
presentation  have been  included.  The  results of  operations  for the interim
periods shown herein are not necessarily indicative of operating results for the
entire year.

         This unaudited  financial  data should be read in conjunction  with the
audited financial  statements and notes thereto included in the Company's Annual
Report  on Form  10-K for the year  ended  December  31,  1995,  filed  with the
Securities and Exchange Commission on April 1, 1996.

         Operating  expenses for 1995 have been  reclassified to conform to 1996
presentation.





<PAGE>

                          SHAMAN PHARMACEUTICALS, INC.

Item 2.        Management's Discussion and Analysis of Financial 
               Condition and Results of Operations

Overview

         During the ten months from  inception in May 1989 until March 1990, the
Company was engaged in  organizational  efforts,  including the formation of its
Scientific Strategy Team and hiring of scientific and management  personnel.  In
March 1990, the Company began focusing its research efforts on the discovery and
development of new classes of  pharmaceuticals  derived from tropical plants. To
date, Shaman has not sold any products and does not anticipate receiving product
revenue  in the near  future.  The  Company  has  been  unprofitable  since  its
inception and expects to continue to incur  substantial  and  increasing  losses
over the next  several  years,  due  primarily  to the  expense  of  preclinical
studies,  clinical  trials,  and  expansion  of  its  research  and  development
programs. The Company expects that losses will fluctuate from quarter to quarter
and that such  fluctuations  could be substantial.  As of March 31, 1996, Shaman
had an accumulated deficit of approximately  $68.8 million.  Shaman has financed
its research and development activities and operations primarily through private
placements of its equity securities,  an initial public offering of common stock
in January  1993,  a secondary  offering  completed  in December  1993 and, to a
lesser  extent,  through  equipment and  leasehold  improvement  financings  and
collaborative agreements.

         Shaman centers its research  efforts in  therapeutic  programs in which
the  Company  believes  that its drug  discovery  approach  provides  a distinct
competitive advantage over other methodologies. Shaman's ethnobotanical strategy
provides the basis for focusing on therapeutic  targets which: (a) have symptoms
that are easily  observable  and being  treated  by  traditional  healers  using
plant-based remedies;  (b) are best modeled by whole animal testing; (c) have an
underlying  pathophysiology  which is complicated and  characterized by multiple
abnormalities  that could lead to the disease  state;  and (d) have large market
opportunities  which  are not well  managed  by  available  therapies.  Diabetes
mellitus,  which fits these  parameters,  is the Company's  lead basic  research
effort.

     In October 1995, the Company  announced that Virend(R),  its  plant-derived
antiviral drug, was shown to be efficacious in healing herpes lesions in a Phase
II  clinical  trial.  The study  involved 45  patients  with AIDS and  recurring
genital herpes.  Results from the randomized,  double-blind,  placebo-controlled
study  showed that 38% of  patients  receiving  Virend had  lesions  that healed
completely,  compared with 14% in the  placebo-controlled  group. Based on these
results,  the Company is  planning  to begin a Phase III study in patients  with
genital herpes in 1996.

         The  Company  also  announced  late in  1995  that  preclinical  animal
research showed Provir(TM),  a second  plant-derived  product, to be potentially
effective  as an oral  antidiarrheal  agent.  Because  Provir's  safety has been
established in previously conducted Phase I clinical trials, the Company expects
to initiate Phase II trials in 1996 for the treatment of secretory diarrhea.


<PAGE>


         In June  1995,  the  Company  licensed  several  patents  from Bayer AG
("Bayer")  relating  to the use of a  compound  known  as  nikkomycin  Z for the
development of antifungal agents. Under the terms of the agreement,  the Company
has paid Bayer a  licensing  fee and may be  required,  upon the  occurrence  of
certain events, to make clinical  milestone payments and to pay royalties on any
commercialized products derived from the agreement.  Shaman initially intends to
develop  nikkomycin Z for the  treatment  of endemic  mycoses,  systemic  fungal
diseases  which  can  be  life  threatening,   especially  in  immunocompromised
patients. Shaman is finalizing its preclinical data package for nikkomycin Z and
intends to file an Investigational  New Drug application to begin human clinical
trials late in 1996.

         In May 1995, Shaman entered into a three-year  collaborative  agreement
with Ono  Pharmaceutical  Co., Ltd. ("Ono") of Osaka, Japan for the research and
development  of compounds  for the treatment of  non-insulin-dependent  diabetes
mellitus.  Under the terms of the agreement,  Shaman  screens  diabetes-specific
plants in vivo,  isolates and identifies active  compounds,  and participates in
any medicinal  chemistry  modification.  In turn, Ono provides  preclinical  and
clinical  development  capabilities  through  proprietary  in vitro  assays  and
medicinal chemistry efforts.  Ono will retain development and  commercialization
rights in Japan,  South  Korea and Taiwan  while  Shaman  will  retain all other
territorial  rights.  The Company is actively pursuing an additional  partner in
its diabetes research and development program.


Results of Operations

         Three Months Ended March 31, 1996 and March 31, 1995

         The Company  recorded  revenues of $500,000 for the quarter ended March
31, 1996 for ongoing research funding under the collaborative agreement with Ono
signed in May, 1995.  There was no corresponding  collaboration  revenue for the
same quarter a year ago.

         Overall,  total operating  expenses  increased $908,000 for the quarter
ended  March  31,  1996   compared  with  the  quarter  ended  March  31,  1995.
Substantially  all of the increase is attributable to the Company's  development
activities  with respect to  nikkomycin  Z and expanded  efforts in its diabetes
program.  Research and  development  expenses are likely to increase in upcoming
quarters as the Company  initiates  additional  clinical  trials for its product
candidates. General and administrative expenses were virtually unchanged for the
quarter  ended March 31, 1996  compared  with the quarter  ended March 31, 1995.
General and administrative  expenses are not expected to materially  increase in
1996  because  the  Company's  increased  clinical  activity  does  not  require
commensurate increases in general and administrative support.


<PAGE>



         Interest income decreased for the quarter ended March 31, 1996 compared
with the quarter ended March 31, 1995 due to lower cash and investment  balances
as the Company funds its operations.  Interest  expense was virtually  unchanged
between the first quarter of 1995 and the first  quarter of 1996 despite  higher
debt  balances  in 1996  because  the  average  interest  rate on the  Company's
unsecured  term loan (more  fully  described  under the heading  "Liquidity  and
Capital  Resources")  was 8% for the quarter  compared with an average  interest
rate of approximately  12% for the lease debt in effect during the quarter ended
March 31, 1995.


Liquidity and Capital Resources

         For the quarter ended March 31, 1996, the Company funded its operations
principally  through  net  maturities  in  its   available-for-sale   investment
portfolio.  Funds  required for capital  assets and  facilities  expansion  were
obtained  from the  Company's  unsecured  term  loan,  along  with an advance of
approximately $200,000 to fund planned expansion in the second quarter.

         As of March  31,  1996,  the  Company's  cash,  cash  equivalents,  and
investments totaled approximately $21.8 million,  compared with $26.7 million at
December  31,  1995 with an average  investment  maturity of five and four and a
half months,  respectively.  The Company  invests  excess cash  according to its
investment  policy that provides  guidelines  with regard to liquidity,  type of
investment, credit rating and concentration limits.

         In October 1995, the Company closed a $2.5 million  unsecured term loan
to finance  capital asset  acquisitions  and  facilities  expansion.  The credit
facility  may be  increased  to  $5.0  million  if  specified  collaborative  or
financing  objectives  are met. The  four-year  loan requires  monthly  interest
payments  for the first 18  months,  at which  time the  principal  and  accrued
interest will be payable over the  remaining 30 months.  If the Company does not
achieve its collaborative or financing milestones by May 15, 1996, payment terms
will be  accelerated  to 24 months  beginning  on that  date.  Interest  on each
advance is charged at the London  Interbank  Offered  Rate  (LIBOR) plus 1.5% or
prime plus 0.5%. At March 31, 1996,  the Company had drawn the full $2.5 million
at an average  interest rate of  approximately  8.0%. This debt is classified as
long-term at March 31, 1996.

         The Company expects to incur  substantial  additional costs relating to
the  continued  clinical  development  of  its  products,   other  research  and
development   programs,   preclinical  and  clinical  testing,   and  regulatory
activities.  The  Company  anticipates  that  its  cash,  cash  equivalents  and
investment  balances of approximately $21.8 million at March 31, 1996 along with
the collaborative  revenue committed by Ono will last until the third quarter of
1997.


<PAGE>



         Recognizing the need for additional financing, the Company continues to
actively pursue  collaborative  partnerships  with  pharmaceutical  companies to
support  its  research  programs.  To the extent the  Company is  successful  in
creating such  partnerships,  cash balances would be enhanced  through  research
funding and fees, milestone payments and possible equity investments. Additional
potential  sources of capital  include  public and  private  equity  financings,
capital  equipment  financings,  and  bank  lines  of  credit.  There  can be no
assurance that any of these sources of funds will be available to the Company on
reasonable terms, if at all.


Future Outlook

         In   addition  to   historical   information,   this  report   contains
predictions,  estimates and other forward-looking  statements within the meaning
of Section 27A of the  Securities  Act of 1933 and Section 21E of the Securities
Exchange Act of 1934.  Actual  results could differ  materially  from any future
performance  suggested  in this report as a result of the risk factors set forth
below and in the Company's  Annual Report on Form 10-K filed with the Securities
and Exchange Commission April 1, 1996.



<PAGE>


Risk Factors

         History of Operating  Losses;  Products  Still in  Development;  Future
Profitability  Uncertain.  Shaman's  potential  products  are  in  research  and
development.  In order to generate  revenues or profits,  the Company,  alone or
with others,  must successfully  develop,  test, obtain regulatory  approval and
market its  potential  products.  No assurance  can be given that these  product
development efforts will be successful,  that required regulatory approvals will
be  obtained,  or that  the  products,  if  developed  and  introduced,  will be
successfully marketed or achieve market acceptance.

         Additional  Financing  Requirements  and  Uncertain  Access to  Capital
Markets. The Company has significant  long-term capital requirements and, in the
event Shaman receives regulatory approval for any of its products, it will incur
substantial   expenditures  to  develop   manufacturing,   sales  and  marketing
capabilities. The Company will need to raise additional funds for these purposes
through  additional equity or debt financings,  collaborative  arrangements with
corporate  partners or from other  sources.  No assurance can be given that such
additional  funds will be available to the Company to finance its development on
acceptable terms, if at all.

     No  Assurance of FDA Approval for  Marketing;  Government  Regulation.  The
Company's activities with respect to research, preclinical development, clinical
trials, manufacturing and marketing in the United States and other countries are
subject to extensive regulation by numerous governmental  authorities including,
but not limited  to, the Food and Drug  Administration  ("FDA").  The process of
obtaining FDA and other  required  regulatory  approvals is lengthy and requires
the expenditure of substantial resources. Success cannot be assured. In order to
obtain FDA approval,  the Company must perform  clinical tests to demonstrate to
the FDA's  satisfaction  that a product is safe and  effective  for its intended
uses.  The Company may encounter  problems in clinical  trials which could cause
the FDA or the Company to delay or suspend clinical trials. Further, the Company
must  demonstrate  that it is  capable  of  manufacturing  bulk  product  to the
relevant  standards.  There can be no assurance that any of the Company's future
studies will demonstrate their intended result, that the Company's products will
not have  undesirable  side effects  that may prevent or limit their  commercial
use, or that the FDA will otherwise approve any of the Company's products.

         Dependence on Sources of Supply.  The Company  currently imports all of
the plant  materials from which its products are derived from countries in South
and Latin  America,  Africa and Southeast  Asia. To the extent that its products
cannot be  economically  synthesized  or  otherwise  produced,  the Company will
continue  to be  dependent  upon a supply of raw plant  material.  In  addition,
tropical  rainforests,  and certain  irreplaceable plant resources therein,  are
currently threatened with destruction.  In the event portions of the rainforests
are destroyed which contain the source  material from which Shaman's  current or
future  products are derived,  such  destruction  could have a material  adverse
effect on the Company's operations and its financial condition.


<PAGE>


         Limited  Manufacturing  and  Marketing  Experience  and  Capacity.  The
Company currently  produces  products only in quantities  necessary for clinical
trials  and does not have the  staff  or  facilities  necessary  to  manufacture
products  in  commercial  quantities.  As a  result,  the  Company  must rely on
collaborative partners or third-party manufacturing facilities, which may not be
available on  commercially  acceptable  terms  adequate  for Shaman's  long-term
needs. The Company currently has no marketing or sales staff. To the extent that
the Company does not or is unable to enter into  co-promotion  agreements  or to
arrange for third party  distribution  of its products,  significant  additional
resources will be required to develop a marketing and sales force.

         Rapid   Technological   Change   and   Substantial   Competition.   The
pharmaceutical  industry  is  subject  to rapid  and  substantial  technological
change.  Technological competition from pharmaceutical companies,  biotechnology
companies and universities is intense. Many of these entities have significantly
greater research and development capabilities, as well as substantial marketing,
manufacturing,  financial and managerial  resources,  and represent  significant
competition  for the Company.  There can be no assurance  that  developments  by
others will not render the Company's products or technologies  noncompetitive or
that the Company will be able to keep pace with technological developments.

         Uncertainty  Regarding  Patents and Proprietary  Rights.  The Company's
success  depends in part on its  ability  to obtain  patent  protection  for its
products and to preserve its trade  secrets.  No assurance can be given that the
Company's patent  applications  will be approved,  that any patents will provide
the Company with  competitive  advantages for its products or that they will not
be successfully challenged or circumvented by the Company's competitors.

         Uncertainty of Health Care  Reimbursement and Reform.  Shaman's ability
to successfully  commercialize  its products may depend in part on the extent to
which reimbursement for the cost of such products and related treatments will be
available from  government  health  administration  authorities,  private health
insurers  and  other  organizations.  Significant  uncertainty  exists as to the
pricing, availability of distribution channels and reimbursement status of newly
approved healthcare products.

         Possible  Volatility of Stock Price.  The market price of the Company's
common stock,  like the stock prices of many publicly traded  biotechnology  and
smaller  pharmaceutical  companies,  has  been  and may  continue  to be  highly
volatile.

         Environmental   Regulation.   In  connection   with  its  research  and
development   activities  and  its  periodic  manufacturing  of  clinical  trial
materials,  the  Company is subject to  federal,  state and local  laws,  rules,
regulations and policies governing the use,  generation,  manufacture,  storage,
air emission, effluent discharge, handling and disposal of certain materials and
wastes.  Although the Company  believes that it has complied with these laws and
regulations  in all  material  respects  and has not been  required  to take any
action to correct any noncompliance,  there can be no assurance that the Company
will not be required to incur significant costs to comply with environmental and
health and safety regulations in the future.


<PAGE>





PART II  OTHER INFORMATION


Item 1.  Legal Proceedings

                  None.

Item 2.  Changes in Securities

                  None.

Item 3.  Defaults in Senior Securities

                  None.

Item 4.  Submission of Matters to a Vote of Security Holders

                  None.

Item 5.  Other information

                  None.

Item 6.  Exhibits and Reports on Form 8-K

(a)               Exhibits

                  Exhibit No.               Description

                  10.48                     Letter dated March 29, 1996 from The
                                            Sumitomo  Bank,  Limited   to Shaman
                                            Pharmaceuticals,   Inc.     amending
                                            the    Loan     Agreement      dated
                                            October 20, 1995 to  extend  the due
                                            date   from   March  31,  1996    to
                                            May 15, 1996 for Registrant to enter
                                            into a collaboration   agreement  or
                                            close an equity issuance.

                  27                        Financial Data Schedule.

(b)               No reports on Form 8-K were filed during the quarter ended
                  March 31, 1996.


<PAGE>





                                   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.

Dated:  May 14, 1996.


                          Shaman Pharmaceuticals, Inc.
                          (Registrant)



                          /s/   Lisa A. Conte
                          Lisa A. Conte
                          President and Chief Executive Officer
                          (principal executive officer)



                          /s/ Barbara J. Goodrich
                          Barbara J. Goodrich
                          Senior Director of Finance
                          (principal financial and accounting officer)




<PAGE>


                           THE SUMITOMO BANK, LIMITED
                       U.S. COMMERICAL BANKING DEPARTMENT
                               PINE STREET CENTER
                           100 PINE STREET, SUITE 3300
                          SAN FRANCISCO, CA 94111-5219
                            TELEPHONE (415) 394-5565
                             FAX:     (415) 394-9797


March 29, 1996




Shaman Pharmaceuticals, Inc.
213 East Grand Avenue
South San Francisco, CA 94080-4812
Attn.:   Ms. Lisa A. Conte
         President and Chief Executive Officer

Re:       Loan Agreement Between Shaman Pharmaceuticals, Inc. and 
          The Sumitomo Bank, Limited dated October 20, 1995

Ladies and Gentlemen:

We refer to the  above-referenced  Loan Agreement (the "Loan Agreement") and the
Note. All capitalized  terms used but not defined herein shall have the meanings
specified in the Loan Agreement.

You have  requested  the Bank for an  extension  of the time for the Borrower to
enter into a  collaboration  agreement  with a Major  Pharmaceutical  Company on
terms satisfactory to the Bank or close Borrower's Equity Issuance.  The Bank is
willing to grant such extension on the terms and conditions set forth herein.

Subject to the terms and conditions set forth herein, the Loan Agreement and the
Note are hereby amended as follows:

1. The date "March 31, 1996" set forth in Section  2.3(e) of the Loan  Agreement
is hereby deleted and replaced by the date "May 15, 1996".

2. The date  "March 31,  1996" set forth in the third  paragraph  of the Note is
hereby  deleted and  replaced by the date "May 15,  1996".  

Notwithstanding  the foregoing  amendments to the Loan  Agreement and Note,
each monthly  installment of principal payable pursuant to Section 2.3(e) of the
Loan  Agreement and the third  paragraph of the Note shall  continue to be in an
amount  sufficient to amortize the principal balance of the Loan over the period
of twenty-four (24) months commencing with April 1, 1996, and continuing through
March 31, 1998, but the first equal monthly  installment of principal  otherwise
payable on the last Business Day of April, 1996, shall instead be payable on May
15, 1996,  together  with  interest  accrued  thereon.  All other equal  monthly
installments  of  principal,  together  with  accrued  interest  thereon,  shall
continue to be made as required by Section  2.3(e) of the Loan Agreement and the
third  paragraph of the Note on the last  Business Day of each month  commencing
with May, 1996, and continuing through March 31, 1998.


<PAGE>

Shaman Pharmaceuticals, Inc.
March 29, 1996
Page 2
Re:       Loan Agreement Between Shaman Pharmaceuticals, Inc. and 
          The Sumitomo Bank, Limited dated October 20, 1995
          


Except as amended hereby, the terms and conditions of the Loan Agreement and the
Note shall remain unchanged and in full force and effect.

If the terms and  conditions  hereof  are  acceptable  to you,  please  have the
attached  copy of this letter duly  executed  in the place  indicated  below and
return such copy to us. If we do not receive a copy of this letter duly executed
by you on or before April 3, 1996, the amendments  effected  hereby shall not go
into effect.

Sincerely,



/s/ C.A. Daly                                   /s/  Andrea B. Sargent

Carole A. Daly                                  Andrea B. Sargent
Vice President                                  Vice President and Manager

DH:mw



Accepted and Agreed to by:
SHAMAN PHARMACEUTICALS, INC.




By:      /s/ Lisa A. Conte
         Name: Lisa A. Conte
         Title:    President & CEO



<PAGE>
                            


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