INNOVIR LABORATORIES INC
10-Q, 1997-05-15
IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES
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===============================================================================


                       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, 1997

                                     OR

  [ ]         Transition Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

            For the transition period from __________ to __________


                         Commission File Number 0-21972



                           INNOVIR LABORATORIES, INC.
             -----------------------------------------------------
             (Exact name of registrant as specified in its charter)



          DELAWARE                                             13-3536290
- - -------------------------------                           -------------------
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)



                 510 EAST 73RD STREET, NEW YORK, NEW YORK 10021
                 ----------------------------------------------
                    (Address of principal executive offices)



                                 (212) 249-4703
              ----------------------------------------------------
              (Registrant's telephone number, including area code)



                         FORMER ADDRESS: NOT APPLICABLE
              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

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 [   ]

The number of shares of the registrant's common stock outstanding as of May 9,
1997 was 18,050,786.

================================================================================


<PAGE>



                                      INDEX

INNOVIR LABORATORIES, INC.

                                                                          PAGE
                                                                          ----
PART I.   FINANCIAL INFORMATION

      Item 1. Financial Statements:

              Condensed Consolidated Balance Sheets at
                    December 31, 1996 and March 31, 1997.................   2

              Condensed Consolidated Statements of Operations
                    for the three months ended March 31, 1997
                    and 1996 and for the period from January
                    6, 1995 (inception) to March 31, 1997................   3

              Condensed Consolidated Statement of Changes in
                    Stockholders' Equity for the three
                    months ended March 31, 1997 .........................   4

              Condensed Consolidated Statements of Cash Flows
                    for the three months ended March 31, 1997
                    and 1996 and for the period from January
                    6, 1995 (inception) to March 31, 1997................   5

              Notes to Financial Statements..............................   6


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


PART II.   OTHER INFORMATION

      Item 6. Exhibits and Reports on Form 8-K...........................  10



                                       -1-
<PAGE>

<TABLE>

<CAPTION>


PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

INNOVIR LABORATORIES, INC. AND SUBSIDIARIES
(A Development Stage Enterprise)

Condensed Consolidated Balance Sheets  (unaudited)

March 31, 1997 and December 31, 1996

                                                                                                     1997                1996
                                                                                                  -----------         -----------
<S>                                                                                               <C>                 <C>
                 ASSETS:
Current assets:
  Cash and cash equivalents ...................................................................   $ 4,300,000         $ 6,412,000
  Prepaid expenses and other current assets ...................................................       186,000             203,000
                                                                                                  -----------         -----------
        Total current assets ..................................................................     4,486,000           6,615,000

Fixed assets less accumulated depreciation and amortization ...................................     2,804,000           2,439,000
Amount due from VIMRx Pharmaceuticals Inc.                                                                                535,000
Goodwill ......................................................................................     1,133,000           1,236,000
Other assets ..................................................................................       242,000             249,000
                                                                                                  -----------          -----------
        Total assets ..........................................................................     8,665,000          11,074,000
                                                                                                  ===========          ==========
 
                 LIABILITIES AND STOCKHOLDERS' EQUITY:

Current Liabilities:
   Accounts payable and accrued expenses ......................................................   $ 1,153,000         $ 1,319,000
   Capital lease - current portion ............................................................       472,000             472,000
   Term note payable - warrantholder; current portion includes
     accrued interest of $5,000 ...............................................................        36,000              36,000
   Other current liabilities ..................................................................       108,000
                                                                                                  -----------         -----------
        Total current liabilities .............................................................     1,769,000           1,827,000

Amount due to VIMRx Pharmaceuticals Inc. ......................................................       135,000
Term note payable - warrantholder; includes accrued interest of $39,000 .......................       227,000             227,000
Capital leases ................................................................................       379,000             463,000
                                                                                                  -----------         -----------
        Total Liabilities .....................................................................     2,510,000           2,517,000
                                                                                                  -----------         -----------

Commitments and contingencies

Stockholders' Equity:
  Preferred stock, par value $.06; 15,000,000 shares authorized:
    Class B Convertible Preferred Stock; 2,500,000 shares designated;
      295,000 shares issued and outstanding at March 31, 1997,
      297,000 shares issued and outstanding at December 31, 1996
      (liquidation value, $1,475,000 at March 31, 1997 and $1,485,000
       at December 31, 1996) ..................................................................        18,000              18,000
    Class D Convertible Preferred Stock; 8,667,000 shares designated,
      issued and outstanding at March 31, 1997 and December 31, 1996,
      (liquidation value, $13,000,000) ........................................................       520,000             520,000
  Common stock, par value $.013: 35,000,000 shares authorized;
    18,050,000 shares issued and outstanding at March 31,1997,
    17,946,000 shares issued and outstanding at December 31, 1996 .............................       235,000             233,000
  Additional paid-in capital ..................................................................    29,675,000          29,667,000
  Cumulative translation adjustment ...........................................................       (16,000)             (8,000)
  Unearned compensation .......................................................................       (88,000)           (181,000)
  Deficit accumulated during the development stage ............................................   (24,189,000)        (21,692,000)
                                                                                                  -----------         -----------
        Total stockholders' equity ............................................................     6,155,000           8,557,000
                                                                                                  -----------         -----------
        Total liabilities and stockholders' equity ............................................   $ 8,665,000         $11,074,000
                                                                                                  ===========         ===========
</TABLE>


          The accompanying notes are an integral part of the condensed
                       consolidated financial statements.



                                       -2-
<PAGE>

<TABLE>

<CAPTION>


INNOVIR LABORATORIES,INC. AND SUBSIDIARIES
(A Development Stage Enterprise)

Condensed Consolidated Statements of Operations  (unaudited)
                                                                                                  
                                                                                                  Period
                                                             Three months ended               January 6, 1995
                                                                  March 31,                     (inception)
                                                    --------------------------------              through
                                                        1997                 1996             March 31, 1997
                                                    -----------            ---------          --------------
<S>                                                 <C>                    <C>                 <C>
Revenue:
  Interest income ...............................   $    73,000                                $     86,000
  Other                                                                                             151,000
                                                    -----------                                ------------
        Total revenue ...........................        73,000                                     237,000
                                                    -----------                                ------------
Expenses:
  Research and development ......................   $ 1,664,000            $ 228,000           $  5,044,000
  General and administrative ....................       766,000               96,000              1,840,000
  Interest ......................................        37,000                                      65,000
  Purchased in process research
    and development                                                          225,000             17,374,000
  Amortization of Goodwill ......................       103,000                                     103,000
                                                    -----------            ---------           ------------
        Total expenses ..........................     2,570,000              549,000             24,426,000
                                                    -----------            ---------           ------------
        Net Loss ................................   $(2,497,000)           $(549,000)          $(24,189,000) 
                                                    ===========            =========           ============  
Loss-per-share data:
  Weighted average number of
    common shares outstanding ...................    18,042,470            9,500,000
                                                    ===========            =========
      Net loss per share ........................        $(0.14)              $(0.06)
                                                    ===========            =========
</TABLE>





          The accompanying notes are an integral part of the condensed
                       consolidated financial statements.


                                       -3-
<PAGE>

INNOVIR LABORATORIES, INC. AND SUBSIDIARIES
(A Development Stage Enterprise) 

Condensed Consolidated Statement of Changes in Stockholders' Equity  (unaudited)
For the Three Months Ended March 31, 1997 

<TABLE>

<CAPTION>


                                                        Class B Convertible      Class D Convertible 
                                                          Preferred Stock          Preferred Stock              Common Stock
                                                        -------------------      -------------------       ---------------------
                                                        Shares       Amount      Shares       Amount       Shares         Amount
                                                        ------       ------      ------       ------       ------         ------   
<S>                                                     <C>         <C>         <C>          <C>         <C>             <C>     
     Balance at December 31, 1996 ....................  297,000     $18,000     8,667,000    $520,000    17,946,000      $233,000
                                                         
Exercise of options and warrants .....................                                                      120,000         2,000
Costs incurred in connection with issuance 
 of equity securities ................................                                                                             
Conversion of Class B Convertible Preferred Stock ....   (2,000)                                              3,000              
Adjustment for shares held in escrow in connection                                                                       
   with stockholder's litigation......................                                                      (19,000)             
Compensation expense incurred in connection with
  the issuance of stock options                                                                                                    
Amortization of unearned compensation ................                                                                             
Cumulative translation adjustment ....................                                                                             
Net Loss for the three months ended March 31,1997 ...                                                                              
                                                                                                                                   
     Balance at March 31, 1997 ......................   295,000     $18,000     8,667,000    $520,000    18,050,000      $235,000
                                                        =======     =======     =========    ========    ==========      ========


<CAPTION>
                                                                                                      Deficit
                                                                                                    Accumulated
                                                        Additional     Cumulative                   During The
                                                         Paid-in      Translation    Unearned      Development
                                                         Capital      Adjustment    Compensation       State            Total
                                                       -----------    ----------    ------------   -------------     -----------
<S>                                                    <C>             <C>           <C>            <C>              <C>
    Balance at December 31, 1996 ....................  $29,667,000     $(8,000)      $(181,000)     $(21,692,000)    $ 8,557,000

Exercise of options and warrants ....................       12,000                                                        14,000
Costs incurred in connection with issuance
  of equity securities ..............................      (24,000)                                                      (24,000)
Conversion of Class B Convertible Preferred Stock ...   
Adjustment for shares held in escrow in connection      
  with stockholder's litigation......................   
Compensation expense incurred in connection with        
  the issuance of stock options .....................       20,000                                                        20,000
Amortization of unearned compensation ...............                                   93,000                            93,000
  Cumulative translation adjustment .................                   (8,000)                                           (8,000)
Net Loss for the three months ended March 31,1997 ...                                                 (2,497,000)     (2,497,000)
                                                        
     Balance at March 31, 1997 ......................   $29,675,000   ($16,000)       ($88,000)     ($24,189,000)    $ 6,155,000
                                                        ===========   ========        ========       ===========     ===========
                                                        
</TABLE>

          The accompanying notes are an integral part of the condensed
                       consolidated financial statements.

                                       -4-
<PAGE>

<TABLE>
<CAPTION>

INNOVIR LABORATORIES, INC. AND SUBSIDIARIES
(A Development Stage Enterprise)

Condensed Consolidated Statements of Cash Flows (unaudited)

                                                                                            Period
                                                               Three months ended       January 6, 1995
                                                                     March 31,            (inception)
                                                          --------------------------        through
                                                               1997           1996       March 31, 1997
                                                          -----------      ---------    ---------------
<S>                                                       <C>              <C>          <C>          
Cash flows from operating activities:                                                 
  Net (loss) ..........................................   $(2,497,000)     $(549,000)   $(24,189,000)
  Adjustments to reconcile net (loss) to net                                          
  cash (used in) operating activities:                                                
      Depreciation ....................................       184,000          3,000         334,000
       Amortization of goodwill .......................       103,000                        103,000
       Amortization of unearned compensation ..........        93,000                         93,000
       Purchased in process research and                                              
           development ................................                                   17,374,000
       Provision for losses on notes receivable .......                                       85,000
       Non-cash compensation expense ..................        20,000                        227,000
       Changes in operating assets and liabilities:                                   
       Decrease (increase) in other current assets ....        17,000         (2,000)        (23,000)
       Decrease in other assets .......................         7,000                          7,000
       Decrease (increase)  in accounts payable and                                    
           and accrued expenses .......................      (166,000)       (24,000)        417,000
       Increase in other current liabilities ..........       108,000                        108,000
                                                          -----------      ---------    ------------
           Net cash (used in) operating activities ....    (2,131,000)      (572,000)     (5,464,000)
                                                          -----------      ---------    ------------
Cash flows from investing activities:                                                 
       Purchase of equipment ..........................      (549,000)        (1,000)     (1,203,000)
       Cash acquired in acquisitions ..................                                    3,532,000
                                                          -----------      ---------    ------------
              Net cash (used in) provided by investing                                
                activities ............................      (549,000)        (1,000)      2,329,000
                                                          -----------      ---------    ------------
Cash flows from financing activities:                                                 
      Proceeds from sales of common stock .............        14,000                         26,000  
      Advances and contributed capital from VIMRx                                     
           Pharmaceuticals, Inc. ......................       670,000        490,000       7,536,000
      Costs incurred  in connection with issuance of                                  
           equity securities ..........................       (24,000)                       (24,000) 
      Proceeds received from Ribonetics  GmbH..........                      125,000                 
      Repayment of capital leases .....................       (84,000)                       (84,000) 
                                                          -----------      ---------    ------------
              Net cash provided by financing activities       576,000        615,000       7,454,000
                                                          -----------      ---------    ------------
Effect of exchange rate changes on cash ...............        (8,000)                       (19,000) 
                                                          -----------      ---------    ------------
              Net (decrease) increase in cash and cash                                
                equivalents ...........................   $(2,112,000)        42,000    $  4,300,000
                                                                                      
Cash and cash equivalents at beginning of period ......     6,412,000         68,000  
                                                          -----------      ---------    ------------
                                                                                      
            Cash and cash equivalents at end of period    $ 4,300,000      $ 110,000    $  4,300,000
                                                          ===========      =========    ============
                                                                                     
Supplemental disclosure of cash flow information:
            Cash paid for interest ....................   $    37,000                   $     37,000
                                                          ===========      =========    ============
</TABLE>


          The accompanying notes are an integral part of the condensed
                       consolidated financial statements.


                                       -5-
<PAGE>


                   INNOVIR LABORATORIES, INC. AND SUBSIDIARIES
                        (A Development Stage Enterprise)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.    The condensed interim consolidated financial statements of Innovir
      Laboratories, Inc. and Subsidiaries (the "Company") reflect all
      adjustments, consisting only of normal recurring accruals, which are, in
      the opinion of the Company's management, necessary for a fair presentation
      of the Company's results of operations for the respective periods
      presented. Operating results for any interim period are not necessarily
      indicative of results for a full year. These notes do not include all the
      information required by generally accepted accounting principles. The
      condensed interim consolidated financial statements should be read in
      conjunction with the audited financial statements included in the
      Company's Annual Report on Form 10-K for the year ended September 30, 1996
      and for the transition report for the transition period from October 1,
      1996 to December 31, 1996, filed on Form 10-Q.

2.    Statements of Cash Flows - Supplemental schedule of noncash activities:
      During the three months ended March 31, 1997, the Company converted 2,000
      shares of Class B Convertible Preferred Stock into 3,000 shares of Common
      Stock.

3.    Contingency:
      The Company may be considered to be in violation of the terms of its
      office and laboratories sublease by not obtaining the required approval
      from the owner of the property prior to the consummation of the
      transactions with VIMRx Pharmaceuticals, Inc. ("VIMRx") whereby VIMRx
      acquired 68% of Innovir Laboratories, Inc. ("Innovir"), and Innovir
      acquired all of the issued and outstanding shares of VIMRx Holding, Ltd.
      ("VHL"), a wholly owned subsidiary of VIMRx, in December l996. In
      addition, the owner of the property has alleged and the Company's
      sublandlord disputes, that the sublandlord may also be in breach of its
      lease with the owner of the property. If the sublandlord is evicted, the
      Company would lose its right to occupy its current space. While the
      Company believes these matters may be resolved without a materially
      adverse effect on the Company's business or financial position, no
      assurance can be given as to the ultimate outcome.

4.    During February 1996, Innovir was named as defendant in an action filed
      by an investor alleging that Innovir wrongfully refused to honor the
      investor's request to convert certain shares of Innovir's preferred
      stock into Innovir's common stock. During February 1997, the
      investor and Innovir settled the action at no material cost to Innovir
      or the Company. In connection with the settlement, 19,000 shares of
      common stock which had been held in escrow pending the resolution of
      the action were returned to the Company.


                                       -6-


<PAGE>



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

     This report contains forward-looking statements which involve risks and
uncertainties. Such statements are subject to certain factors which may cause
the Company's plans to differ. Factors that may cause such differences include,
but are not limited to, the progress of the Company's research and development
programs, the Company's ability to obtain additional funds, the Company's
ability to compete successfully, the Company's ability to attract and retain
qualified personnel, the Company's ability to successfully enter into
collaborations with third parties, the Company's ability to enter into and
progress in clinical trials, the time and costs involved in obtaining regulatory
approvals, the costs involved in obtaining and enforcing patents and any
necessary licenses, the ability of the Company to establish development and
commercialization relationships, the cost of manufacturing, and those other
risks discussed under the heading Risk Factors included in the Company's Form
S-3 Registration Statement (Reg. No. 333-12865).

     The following discussion and analysis should be read in conjunction with
the financial statements and notes thereto contained herein and the Company's
Annual Report on Form 10-K for the year ended September 30, 1996 and the
transition report for the transition period from October 1, 1996 to December 31,
1996, filed on Form 10-Q.

BACKGROUND

     On December 23, 1996, Innovir Laboratories, Inc. ("Innovir"), VIMRx
Pharmaceuticals Inc. ("VIMRx") and certain stockholders of Innovir ("The Aries
Funds") consummated a transaction (the "Transaction") whereby VIMRx acquired 68%
of the outstanding stock of Innovir and Innovir acquired all of the issued and
outstanding shares of VIMRx Holdings, Ltd. ("VHL"), a wholly-owned subsidiary of
VIMRx. Innovir's acquisition of VHL and VIMRx's partial acquisition of Innovir
have been accounted for as a purchase in accordance with APB Opinion No. 16,
Business Combinations and Emerging Issues Task Force Issue No. 90-13, Accounting
for Simultaneous Common Control Mergers (EITF No. 90-13"). The application of
APB No. 16 and EITF No. 90-13 requires that the Transaction be accounted for as
a reverse acquisition and accordingly, for accounting purposes, (i) VHL is
deemed to be the acquirer and surviving entity, (ii) because Innovir is deemed
to be the legal acquirer, VHL's historic capital accounts have been
retroactively restated (recapitalized) to reflect Innovir's capital accounts and
the equivalent number of shares received by VIMRx in the Transaction, (iii)
Innovir has fair valued its assets and liabilities to the extent acquired by
VIMRx (68%) and (iv) the assets and liabilities of VHL are carried at VHL's
historic cost. Since VHL is deemed to be the surviving entity, the statement of
operations includes the operations of VHL for the period from January 6, 1995
(inception) through March 31, 1997. The operations of Innovir are included only
since the date of acquisition, i.e., for the period from December 23, 1996 to
March 31, 1997. For accounting purposes, VHL assumed the name of Innovir
Laboratories, Inc. and Subsidiaries, and, for purposes of this Quarterly Report,
all references to the "Company" shall mean the consolidated entity consisting of
Innovir, VHL and subsidiaries.



                                       -7-



<PAGE>



     On February 11, 1997, Innovir elected to change its fiscal year end date
from September 30 to December 31 of each year, effective January 1, 1997. This
change was made to conform Innovir's fiscal year end date with that of VHL. This
Quarterly Report on Form 10-Q covers the first quarter of the new fiscal year,
that is January 1 to March 31, 1997.

RESULTS OF OPERATIONS

     Since its inception, substantially all of the Company's resources have been
applied to research and development, patent and licensing matters and other
general and administrative matters. The Company has no commercially viable
products and does not anticipate having any for several years. The Company has
had no operating revenues to date and has sustained net losses since its
inception. In the future, the Company intends to increase its research and
development activities and, accordingly, its rate of operating losses and
expenditures. The Company expects losses, which may increase, to continue for
the foreseeable future.

Three month period ended March 31, 1997 vs. March  31, 1996
- - -----------------------------------------------------------

     Research and development expenses increased $1,436,000 or 630% due to the
acquisition of Innovir's operations in December 1996 ($1,046,000) and increased
efforts in VHL ($390,000).

     General and administrative expenses increased $670,000 or 698% due to the
acquisition of Innovir ($725,000) and a decrease in VHL expenses related to the
European operations ($55,000).

     Purchased in process research and development in the three months ended
March 31, 1996 relate to the write off of loans to Ribonetics GmbH.

     Amortization of goodwill relates to the asset recorded in the transaction
with VIMRx described under "Background" above.

LIQUIDITY AND CAPITAL RESOURCES

     At March 31, 1997, the Company had cash and cash equivalents of $4,300,000
as compared to $6,412,000 at December 31, 1996. The Company had working capital
of $2,717,000 at March 31, 1997, as compared to working capital of $4,788,000 at
December 31, 1996. The decrease in cash and working capital positions resulted
from cash expended for operations and capital assets.

     The Company may be considered to be in violation of the terms of its
sublease by not obtaining the required approval from the owner of the property
prior to the consummation of the transactions with VIMRx in December 1996. See
the notes to the Company's financial statements. In addition, the owner of the
property has alleged, and the Company's sublandlord disputes, that the
sublandlord may also be in breach of its lease with the owner of the property.
If the sublandlord is evicted, the Company would lose its right to occupy its
current space. While the Company believes that these matters may be resolved


                                       -8-


<PAGE>



without a materially adverse effect on the Company's business or financial
position, no assurances can be given as to the ultimate outcome.

     In addition, VIMRx has agreed to exercise two million warrants upon the
request of the Company specifying that the Company has insufficient funds to
continue operations beyond 30 days from the date of such request, which will
yield the Company aggregate proceeds of $3 million. In addition, The Aries Funds
have agreed to exercise their remaining two million warrants upon VIMRx's
exercise of its warrants, which will yield the Company aggregate proceeds of $1
million.

     The Company expects to incur substantial expenditures in the foreseeable
future for the research and development and commercialization of its proposed
products and the upgrading of its laboratory facilities. As of March 31, 1997,
the Company had cash and cash equivalents of approximately $4.3 million. Based
on current projections, which are subject to change (such change may be
significant), the Company's management believes that this, along with the
proceeds from the exercise of the warrants held by VIMRx and the remaining
warrants held by The Aries Funds, will be sufficient to fund its operations into
the second quarter of the year ended December 31, 1998. Thereafter, the Company
will require additional funds, which it may seek to raise through public or
private equity or debt financings, collaborative or other arrangements with
corporate sources, or through other sources of financing. There can be no
assurance that such additional financing can be obtained on terms reasonable to
the Company, if at all. In the event the Company is unable to raise additional
capital, planned operations would need to be scaled back or discontinued during
1998.


                                       -9-



<PAGE>



PART II.    OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

        (a)   Exhibits:

              10.1  Amended and Restated Employment Agreement, made as of
                    December 1, 1996, between the Company and Allan R. Goldberg.

              10.2  Form of Research Agreement, effective as of March 18,
                    1997, between the Company and Albert Einstein College of
                    Medicine of Yeshiva University.

              11    Statement of Computation of Per Share Data.

              27    Financial Data Schedule.

        (b)   Reports on Form 8-K:

              During the quarter for which this report is filed, the Company
              filed the following reports on Form 8-K:

              (i)   Current Report on Form 8-K, dated December 23, 1996 as
                    filed on January 7, 1997, regarding the Transaction with
                    VIMRx and The Aries Funds, including the acquisition of
                    VHL (Items 1 & 2); no financial statements were filed in
                    connection with such report. See "Item 2 - Background."

              (ii)  Current Report on Form 8-K, dated February 11, 1997 as
                    filed on February 14, 1997, regarding the settlement of
                    a litigation (Item 4) and the change in the Company's
                    fiscal year to the 12-month period ended December 31
                    (Item 8); no financial statements were filed in
                    connection with such report.

              (iii) Amendment No. 1 to Current Report on Form 8-K/A, dated
                    December 23, 1996 as filed on March 10, 1997, providing
                    certain audited financial statements and unaudited pro
                    forma financial information relating to the acquisition
                    of VHL (Item 7).



                                      -10-



<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.


May 15, 1997
                           INNOVIR LABORATORIES, INC.



                              By: /s/ ALLAN R. GOLDBERG
                                      ----------------------------------------
                                      Name:  Allan R. Goldberg
                                      Title: Chairman and Chief Executive
                                             Officer (Principal executive
                                             officer)


                              By: /s/ FRANCIS M. O'CONNELL
                                      ----------------------------------------
                                      Name:  Francis M. O'Connell
                                      Title: Chief Financial Officer
                                             (Principal financial and
                                             accounting officer)


                                      -11-



                                                                  EXHIBIT 10.1

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT


     THIS AGREEMENT is made as of December 1, 1996, between INNOVIR
LABORATORIES, INC., a Delaware corporation ("Employer"), and ALLAN R. GOLDBERG
("Employee"):

     WHEREAS, the parties wish to amend and restate herein in its entirety the
Employment Agreement, dated as of April 1, 1992 (previously amended as of April
1, 1996), between Employer and Employee (the "Superseded Agreement");

     NOW, THEREFORE, in consideration of employment and other good and valuable
consideration which consideration is acknowledged to be sufficient, Employee and
Employer desire to enter into and be bound by this Agreement.

     1. Definitions. For purposes of this Agreement, the following terms shall
have the meaning specified below:

          (A) "Services" - Employee shall act in the capacity of Chief Executive
     Officer of Employer, shall be elected as a member of the Board of
     Directors, and shall serve (at the sole discretion of the Board of
     Directors) as Chairman of the Board. Employee shall have authority and
     power to perform, and shall perform all duties that are customary for the
     office of capacities in which he serves, subject at all times to the
     ultimate control and direction of the board of directors of the Employer
     and subject to this Agreement. As more particularly provided in sections 9
     and 10, Employee shall be prohibited from competing with Employer since
     Employee shall specifically and directly supervise and participate in
     research and business activities of the Employer to develop and market
     products relating to scientific know-how and core technology including
     reagents, diagnostics derived from viroid and viroid-like agents, and
     ribozymes and vectors and supervise and participate in the management of
     such development and marketing efforts.


                                       -1-


<PAGE>



          (B) "Territory" - the geographic area comprising of all countries in
     the world.

          (C) "Confidential Information" - information relating to Employer's
     business which derives economic value, actual or potential, from not being
     generally known to other persons or entities and is the subject of efforts
     that are reasonable under the circumstances to maintain its secrecy or
     confidentiality, including, but not limited to, technical or nontechnical
     data, a formula, pattern, compilation, program, device, method, technique,
     drawing, process, financial data, or list of actual or potential customers
     or suppliers and which is marked or treated by Employer as confidential.
     Confidential Information does not include: (i) any information that is in
     the public domain, or enters the public domain, or that is or shall become
     generally known through no fault of Employee; (ii) any information received
     in good faith from a third party who has a right to disclose such
     information; (iii) any information that Employee can demonstrate was within
     his legitimate possession prior to the time of his employment by Employer;
     (iv) any information which Employee is authorized in writing by Employer to
     disclose; or (v) any confidential business information not constituting a
     trade secret after one (1) year from termination of Employee's employment
     with Employer. Notwithstanding the foregoing all scientific data developed
     by Employer and all business plans of Employer shall be deemed to be
     Confidential Information.

     2. Duties and Responsibilities of Employee. Employer hereby employs
Employee to provide Services for Employer in the Territory and Employee hereby
accepts such employment. During the term of this Agreement, Employee shall
devote his full business time to his Services, shall perform such Services in a
commercially reasonable manner to the best of his abilities and shall not engage
in or undertake any activities, business or otherwise that would materially
interfere with or limit the performance of such Services. It is understood that
Employee has and will continue to have a position as an adjunct professor
without salary with the Rockefeller University. Employee will be responsible to,
and will report to, the Board of Directors of Employer. The duties and
responsibilities of Employee include, but are not limited


                                       -2-


<PAGE>



to, reporting to Employer's Board of Directors, raising capital to finance the
growth and development of Employer's business, hiring, training and providing
leadership to all employees of Employer, setting standards of conduct and
performance for all employees of Employer, establishing operating policies for
Employer's business, and maintaining the confidentiality of Employer's
intellectual property, patent information and trade secrets. In conjunction with
the Board of Directors, Employee will play an instrumental role in defining
strategic goals and policies of Employer.

     3.  Place of Employment. Employee shall perform Services from Employer's 
facility in New York City and, except with the consent of Employee, Employee 
shall not be required to perform Services which require relocation from such
area; provided, however, that Employee agrees to undertake all reasonable and
customary travel required by Employer in connection with the performance of
such Services in the Territory and in accordance with standards established by
the Board of Directors.

     4. Term. Employee's term of employment shall continue from the date of this
Agreement through November 30, 1999, unless sooner terminated in accordance with
this Agreement. Employee's last day of employment, regardless of how terminated
pursuant to this Agreement, shall be the "Termination Date."

     5. Compensation.

          (a) Salary. As compensation for the Services rendered by Employee
     under this Agreement, Employer shall pay Employee a salary at the annual
     rate of $200,000 ("Salary"). Employee's Salary shall be payable in arrears
     in equal monthly installments, subject to such deductions and withholding
     as may be required by law or by agreement of Employee. Employee's Salary
     shall be reviewed annually and shall be subject to such upward adjustment,
     if any, as shall be determined by the Board of Directors.

          (b) Expenses. Employer shall reimburse Employee for all reasonable,
     proper and necessary out-of-pocket expenses that Employee may incur in
     connection with the


                                       -3-


<PAGE>



     performance of Services, upon submission to Employer of itemized statements
     supported by documentation specified by Employer.

          (c) Fringe Benefits. Employee shall be entitled to all rights and
     benefits generally provided to executive employees as decided by the Board
     of Directors from time to time, including, without limitation, vacation,
     medical, accident and disability insurance, life insurance (provided that
     Employee and Employer are joint beneficiaries), pension, vehicle use and
     related expenses.

          (d) Facilities. Employer shall provide Employee with appropriate
     research facilities, office space, equipment, furniture, supplies and
     clerical staff.

          (e) Stock Options. Within 30 days after the date of this Agreement,
     Employer shall cause the grant to Employee of the following non-incentive
     stock options pursuant to its then current employee stock option plan (the
     "Plan") in substitution for any and all stock options to acquire capital
     stock of Employer currently held by Employee, subject to obtaining any
     approvals of the Board of Directors (or a committee thereof) or other
     parties with respect thereto which are required under the Plan or
     applicable law:

                  (i) a stock option to purchase 500,000 shares of common stock
      of Employer at an exercise price of $1.25 per share (the "Regular
      Option"), which option shall vest in one-third increments upon each of
      November 30, 1997, 1998 and 1999; and

          (ii) a stock option to purchase 300,000 shares of common stock of
     Employer at an exercise price of $1.25 per share (the "Milestone Option"),
     which option shall vest in increments of 30,000 shares for each of the ten
     milestones described on Exhibit B hereto which are determined by the Board
     of Directors of Employer to have been achieved prior to November 30, 1999.

Notwithstanding the foregoing, (i) in the event that the employment of Employee
is terminated


                                       -4-


<PAGE>



prior to December 1, 1997 as a result of a Termination Not For Cause (as defined
in Section 6(a)), one-third of the Regular Option shall automatically vest on
the Termination Date and if such termination shall occur on or after December 1,
1997 and prior to November 30, 1999, the entire unvested portion of such option
shall automatically vest; and (ii) the Regular Option shall vest in full (prior
to November 30, 1999) immediately upon the consummation of any merger or other
transaction pursuant to which any person or entity acquires more than 50% of the
outstanding voting stock of Employer (a "Change in Control") or in the event
that shares of common stock of Employer are no longer traded on the Nasdaq Small
Cap Market (and not then traded on another recognized market or exchange) as a
result of the acquisition by VIMRx Pharmaceuticals Inc. ("VIMRx") of shares of
common stock of Employer and such option is not replaced with an option
(containing substantially similar terms except for any adjustment by VIMRx of
the exercise price per share and number of shares purchasable under the option
based upon the then relative fair market values per share of common stock of
Employer and VIMRX) to purchase shares of common stock of VIMRx (a "Delisting");
(iii) in the event of a Change in Control, a Delisting, or a Termination Not For
Cause prior to November 30, 1999, for each milestone which the Board determines
to have not been achieved in full prior to the date of such Change in Control,
Delisting or Termination Not For Cause, the 30,000 shares under the Milestone
Option related to achievement of such milestone shall be deemed vested in a
percentage equal to the percentage of such milestone which the Board determines
to have been achieved by that date; (iv) in the event of any Termination Not For
Cause prior to November 30, 1999, Employee may exercise both the Regular Option
and the Milestone Option notwithstanding such termination (to the extent such
options are deemed exercisable as of the Termination Date pursuant to the terms
hereof).

     (f) Key Performance Bonus. A cash bonus may be paid to Employee at the
reasonable discretion of Employer's Board of Directors upon the achievement of
specific and reasonable key performance objectives to be established and
measured by the Board of


                                       -5-


<PAGE>



Directors. These objectives will be established by the Board based upon a set of
specific critical tasks prepared by Employee and recommended by Employee to the
Board of Directors for review and approval. At a minimum, each set of critical
tasks will be prepared by Employee and authorized by the Board of Directors once
each fiscal year, or more frequently as may be appropriate.

      6.    Termination.

          (a) Events of Termination. This Agreement shall terminate prior to the
     expiration of its term:


               i) upon mutual written agreement of Employer and Employee; or

               ii) upon death of Employee; or

              iii) at the election of Employer upon the "Permanent Disability"
          (as hereinafter defined) of Employee; or

               iv) at the election of Employer "For Cause" (as hereinafter
          defined); or

               v) upon at least 60 days' notice to Employee, at the election of
          Employer for any reason other than those specified in clauses (i)
          through (iv) and (vi), inclusive, of this Section 6(a) ("Termination
          Not For Cause");

               vi) at the election of Employee in the event Employer becomes
          subject, voluntarily or involuntarily to any proceeding in bankruptcy
          or upon the liquidation of the Employer.

          (b) Definition of Certain Terms. i) "Permanent Disability" shall have
     the same meaning as it does in the contract for the disability insurance
     purchased by Employer and covering Employee. Any determination of Permanent
     Disability shall be made by a physician chosen by the majority of the Board
     of Directors of Employer (excluding Employee, if he is at the time a
     director).

               ii) "For Cause" shall mean a determination by the majority of the
          board of directors of Employer (other than Employee, if he is at the
          time a director) to remove


                                       -6-


<PAGE>



          Employee due to any act of Employee constituting (1) conviction of a
          felony involving moneys or other property of Employer or any affiliate
          of Employer, (2) conviction of a felony offense for any crime of moral
          turpitude, (3) conviction of a felony for an act of dishonesty, fraud
          or embezzlement, or (4) material and repeated failure to discharge his
          Services in any material manner or to perform substantially any
          material covenant or agreement hereunder; provided, Employer will
          provide written and timely notice to Employee of such failure or
          default and a reasonable period, at least fifteen (15) days but not to
          exceed thirty (3) days, to cure such default.

          (c) Effect of Termination. Upon any termination pursuant to this
     Section 6, all rights of Employee hereunder shall cease to be effective as
     of the Termination Date, Employee shall be removed or resign from any
     position held hereunder, and except to the extent otherwise provided by law
     or mutually agreed to, Employee shall have no rights to receive any
     payments or benefits hereunder, except for:

               i) Salary payable pursuant to Subsection 5(a) up to the
          Termination Date;

               ii) reimbursement of expenses incurred in accordance with
          Subsection 5(b) prior to the Termination Date;

              iii) in the case of termination for death or Permanent
          Disability, the continuation of payment by the Employer of the monthly
          Salary which would have been payable herewith up to a maximum of
          twelve months following the Termination Date;

               iv) in the case of any Termination Not For Cause, the balance of
          the bonus due to the Employee pursuant to subparagraph 5(f)
          notwithstanding his termination of employment;

               v) in the case of termination by Employer in connection with a
          Change in Control of Employer (or resignation by Employee upon a
          Change in Control if the Services of Employee hereunder shall have
          substantially reduced in connection therewith),


                                       -7-


<PAGE>



          Employee shall be entitled to a monthly severance payment equal to his
          monthly Salary, in consideration of past services, for a period of
          twelve months following such Change in Control.

               vi) Notwithstanding anything to the contrary herein, in the case
          of a Termination Not For Cause prior to November 30, 1999, the
          Employer shall continue to pay Employee his monthly Salary for a
          period of twelve months following the Termination Date during which
          time the Employee shall serve as a consultant to the Employer and
          perform such duties as may reasonably be determined by the Employer
          (but during which time the Employee may obtain full-time employment
          with another entity, subject to his obligations under Sections 7
          through 12 hereof).

          (d) Laboratory Equipment. Employer acknowledges that certain equipment
     as set forth on Exhibit A hereto which is being used and will be used by
     its employees and consultants was or will be loaned to it by Employee, that
     all such equipment remains the property of Employee, and that in the event
     Employee's employment is terminated, Employer will promptly return said
     equipment as requested to Employee, regardless of whether Employee is in
     breach of any item of this Agreement, except in the event of termination by
     Employee, Employer will be provided with a reasonable time to procure
     substitute equipment, provided, however:

               (i) Employee and Employer shall each cooperate so as to minimize
          the burden and expense of any transfer for each party;

               (ii) Employer will maintain adequate insurance to repair to the
          satisfaction of Employee or replace the equipment during the period
          the equipment remains on Employer's premises; and

               (iii) Employee's right hereunder is personal to Employee, and is
          not transferable or assignable by Employee.

     7. Confidential Information. Employee agrees to use his best efforts to
maintain the confidentiality of Confidential Information. Employee will not use,
except in connection


                                       -8-

<PAGE>



with work for Employer, and will not disclose or give to others during or after
Employee's employment with Employer, any of Employer's Confidential Information.

     8. Return of Materials. Upon termination of Employee's employment with
Employer for any reason or at any time at Employer's request, Employee agrees to
deliver to Employer all of Employer's materials, documents, plans, records,
notes, drawings, or papers and any copies thereof which constitute or embody
Confidential Information and are in Employee's possession or control.

     9. Employment with Competitors. During the term of this Agreement and for a
period of twelve (12) months after termination of Employee's employment with
Employer for any reason, Employee agrees not to provide Services within the
Territory to any person or entity engaging in commercial activities which could
result in the manufacture or marketing of products identical to or reasonably
substitutable for Employer's products.

     10. Post-Employment Hiring or Solicitation of Employer Employees and
Representatives. During the term of this Agreement and for a period of twelve
(12) months immediately following termination of Employee's employment with
Employer for any reason, Employee will not induce or solicit any other employee
of the Employer to leave employment with Employer or any person to terminate an
independent contractor relationship with the Employer.

     11. Inventions, Ideas and Patents. Employee will promptly disclose to
Employer, and only to Employer, any invention or idea of his or to which he
contributes in any way connected with Employee's employment or related to
Employer's business conceived or made during his employment by Employer or
within three (3) months after termination of Employee's employment and all such
inventions or ideas shall become the property of Employer. Employee agrees to
cooperate with Employer and sign all papers deemed necessary by Employer to
enable it, at its expense, to obtain, maintain, and protect patents covering
such inventions and ideas and Employee hereby irrevocably constitutes and
appoints Employer as Employee's agent and


                                       -9-


<PAGE>



attorney-in-fact, with full power of substitution, in Employee's name, place and
stead, to execute and delivery any and all such assignments or other instruments
which Employee shall fail or refuse promptly to execute and deliver, this power
and agency being coupled with an interest and being irrevocable.

     12. Copyrights. All writings, tapes, recordings, computer programs and
other works in any tangible medium of expression, regardless of the form of
medium, which have been or are prepared by Employee, or to which Employee
contributes, in connection with employment by Employer (collectively the
"Works") and all copyrights and other rights in and to the Works, belong solely,
irrevocably and exclusively throughout the world to Employer as works made for
hire. However, to the extent any court or agency should conclude that the works
(or any one of them) do not constitute or qualify as a "work made for hire,"
Employee hereby assigns, grants, and delivers, solely, irrevocably, exclusively
and throughout the world to Employer, all copyrights and other rights to the
Works. Employee also agrees to cooperate with Employer and to execute such other
further grants and assignments of all rights as Employer from time to time
reasonably may request for the purpose of evidencing, enforcing, registering or
defending its ownership of the Works and the copyrights in them, and Employee
hereby irrevocably constitutes and appoints Employer as Employee's agent and
attorney-in-fact, with full power of substitution, in Employee's name, place and
stead, to execute and deliver any and all such assignments or other instruments
which Employee shall fail or refuse promptly to execute and deliver, this power
and agency being coupled with an interest and being irrevocable. Without
limiting the preceding provisions of this paragraph, Employee agrees that
Employer may edit and otherwise modify, and use, publish and otherwise exploit,
the Works in all media and in such manner as Employer, in its discretion, may
determine.

     13. Notices. Any notice required or permitted to be given hereunder shall
be in writing and shall be delivered personally, by facsimile, telecopied or
telexed, or sent by certified registered or express mail, postage prepaid, and
shall be deemed given when so delivered


                                      -10-


<PAGE>



personally, facsimiled, telecopied or telexed, or if so mailed, three days after
the date of mailing, addressed as follows:

            (1)   If to Employer:
                        Innovir Laboratories, Inc.
                        510 E. 73rd St.
                        New York, New York 10021
                        Attn: Gary Pokrassa

                  With a copy to:

                        Fulbright & Jaworski L.L.P.
                        666 Fifth Avenue
                        New York, New York 10103
                        Attn: Merrill M. Kraines, Esq.

                                    and

                        Epstein Becker & Green, P.C.
                        250 Park Avenue
                        New York, New York 10177
                        Attn:  Lowell S. Lifschultz, Esq.

            (2)   If to Employee:

                        Dr. Allan R. Goldberg
                        200 East 66th Street
                        Apt. E1607
                        New York, New York 10021

     14. Entire Agreement; Amendments and Waivers. This Agreement contains the
entire agreement of the parties with respect to the subject matter hereof and
cancels and supersedes all prior agreements, written or oral, with respect
thereto (including, without limitation, the "Superseded Agreement"). This
Agreement may be amended or modified and the terms and conditions hereof may be
waived, only by a written instrument signed by the parties or, in the case of
waiver, by the party waiving compliance. No delay on the part of either party in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof, nor shall any waiver on the part of either party of any right, power or
privilege hereunder, nor any single or partial exercise of any right, power or
privilege hereunder, preclude any other or further exercise thereof or the
exercise of any other right, power or privilege hereunder. The


                                      -11-


<PAGE>



rights and remedies provided herein are cumulative and are not exclusive of any
rights or remedies that either party may otherwise have at law or in equity.

     15. Successors and Assigns. This Agreement shall inure to the benefit of
and shall be binding upon the parties hereto, the heirs and legal
representatives of Employee and the successors and assigns of Employer. Employee
shall not be entitled to assign his rights and obligations hereunder.

     16. Interpretation; Severability of Invalid Provisions. All rights and
restrictions contained in this Agreement may be exercised and shall be
applicable and binding only to the extent that they do not violate any
applicable laws and are intended to be limited to the extent necessary so that
they will not render this Agreement illegal, invalid or unenforceable. If any
term of this Agreement shall be held to be illegal, invalid or unenforceable by
a court of competent jurisdiction, the remaining terms shall remain in full
force and effect.

     The provisions of this Agreement do not in any way limit or abridge
Employer's rights under the laws of unfair competition, trade secret, copyright,
patent, trademark or any other applicable law(s), all of which are in addition
to and cumulative of Employer's rights under this Agreement. Employee and
Employer agree that the existence of any claim by Employee against Employer or
by Employer against Employee, whether predicated on this Agreement or otherwise,
shall not constitute a defense to enforcement by Employer or Employee,
respectively, of any or all of such provisions or covenants.

     17. Equitable Relief. The parties acknowledge that a breach or threat to
breach any of the terms of this Agreement by Employee would result in material
and irreparable damage and injury to Employer, and that it would be difficult or
impossible to establish the full monetary value of such damage. Therefore,
Employer shall be entitled to injunctive relief without the requirement of a
bond or other condition by a court of appropriate jurisdiction in the event of
Employee's breach or threatened breach of any of the terms contained in this
Agreement.


                                      -12-


<PAGE>



     18. Survival; Tolling Provisions. Post-termination obligations in this
Agreement shall survive termination of this Agreement, except to the extent
otherwise provided herein. The duration of any post-termination obligation
contained in this Agreement shall be extended by the length of time during which
Employee is in breach of the provision.

     19. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to contracts made
and to be performed entirely within the state.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

                                          EMPLOYER

                                          INNOVIR LABORATORIES, INC.

                                          By: /s/ GARY POKRASSA
                                              --------------------------------
                                          Name:  Gary Pokrassa
                                          Title: Vice President--Finance

                                          EMPLOYEE

                                          /s/ ALLAN R. GOLDBERG
                                          ------------------------------------
                                          Allan R. Goldberg, Ph.D.




                                      -13-


<PAGE>



                                   EXHIBIT A


                         EQUIPMENT LOANED TO INNOVIR BY
                                ALLAN R. GOLDBERG
                         ------------------------------

1.    Bath Lauda (constant Temp.)
2.    Millipore Cassette Filtration System
3.    FPLC columns
4.    Savant Concentrator/Evaporator
5.    Beckman Detector
6.    Bellco Harvester
7.    Lunaire Incubator
8.    Queue Incubator Shaker
9.    VWR Labline
10.   WP Inst. Pipette-Puller
11.   ISCO Power Supply (2)
12.   IBI Power Supply
13.   Dupont/Sorvall Rotor
14.   Radiometer PHM62 Standard pH Meter
15.   New Brunswick Colony Counter
16.   Gilson Micro Fractionator
17.   Kenmore Freezer (-20(degree) upright)
18.   Sears Coldspot [freezer/refrigerator-upright](2)
19.   Refigerator (extra large)
20.   Brinkmann Rotavapor (Buchi)
21.   Burrell Wrist Action Shaker
22.   GE vacuum pumps (2)
23.   Hoefer Slab Gel Dryer (2)
24.   Eppendorf Microfuge (3)
25.   Baker Biogard Hood (Model B6000-1)
26.   Wild M40 Inverted Microscope
27.   Bell-Stir Multi-Stir
28.   Lab-Line Orbit Shaker
29.   Sorvall GLC-2 Table Top Centrifuge
30.   Thermontix 1480 [Braun] (2)
31.   BTX Transfector and Power Plus
32.   Hotpack incubator
33.   Glassware, test tube racks, automatic pipetoors, chemical supplies
34.   Electrophoresis and chromatography supplies
35.   Tissue culture supplies and small equipment
36.   Journals and reference book collection
37.   Certain Wall Cabinets and Desks





                                      -14-


<PAGE>



                                    EXHIBIT B


                              Milestone Objectives
                              --------------------

o     Two or more significant strategic alliances for therapeutics that
      are valued at >$30 million each, including up-front license fees,
      milestone payments and R&D payments.

o     Several strategic alliances for therapeutics that are valued at $60
      million in the aggregate.

o     Target validation alliances that have a value to Innovir of at least $30
      million in the aggregate.

o     File IND for HBV Therapeutic by the end of 1997.

o     One therapeutic product in Phase IIb.

o     One additional therapeutic product in Phase IIa.

o     Achieve exercise of A and B warrants.

o     Operate within Board-approved budget.

o     Position Innovir so that the stock price is at least $10 per share.

o     Integrate effectively the efforts of Innovir in NYC and its Laboratories
      in UK and Germany.


                                      -15-



                                                                  EXHIBIT 10.2

                              RESEARCH AGREEMENT


     Effective on this 18th day of March, 1997 (the "Effective Date"),

     ALBERT EINSTEIN COLLEGE OF MEDICINE OF YESHIVA UNIVERSITY, a New York
nonprofit corporation with offices located at 1300 Morris Park Avenue, Bronx,
New York 10461 (hereinafter "University") and

     INNOVIR LABORATORIES, INC., a Delaware corporation having its principal
place of business at 510 East 73rd Street, New York, New York 10021 (hereinafter
"Innovir"), in consideration of the mutual covenants contained herein, AGREE AS
FOLLOWS:

                                    ARTICLE 1
                           BACKGROUND AND DEFINITIONS

1.1  University, through the Principal Investigator, has developed technology
     based on a Woodchuck Hepatitis Mouse model for testing antiviral agents
     against woodchuck hepatitis virus (WHV).

1.2  Innovir has proprietary oligonucleotide based anti-HBV compounds called
     external guide sequences ("EGS(s)") which has been shown to inhibit HBV
     replication in hepatoma cells producing human HBV.

1.3  The parties wish to determine if the woodchuck hepatitis mouse model will
     be useful in determining the effectiveness of anti-human HBV EGS compounds.

1.4  The parties wish to collaborate in a program of research described in
     Schedule 1 hereto (the "Research") under terms and conditions of this
     Agreement.

                                    ARTICLE 2
                           DESCRIPTION OF THE RESEARCH

2.1  The Research to be conducted hereunder is fully described in Schedule and
     relates to the use of the Woodchuck Hepatitis mouse model to test the
     effectiveness of EGSs developed, licensed or owned by Innovir against WHV
     replication.

                                    ARTICLE 3
                         UNIVERSITY STAFF AND FACILITIES

3.1  The Research shall be carried out at University within the Marion Bessin
     Liver Research Center under the direction of Charles E. Rogler, Ph.D.
     ("Principal Investigator"), who shall assign one or more post-doctoral
     fellows, students or employees ("Researcher(s)") to the Research and will
     notify Innovir of the selection. If the Principal Investigator or
     Researcher(s) are unable to continue the Research, Innovir in its sole
     discretion shall (i) consult with University to select a mutually
     acceptable


                                        1

<PAGE>



     replacement or replacements from the University staff to direct and conduct
     the Research, and/or (ii) terminate the Research upon twenty (20) days
     written notice to University. Upon such termination, University shall
     return to Innovir any of the unexpended funds budgeted for mice and
     supplies and/or any uncommitted salary amounts.

3.2  University shall provide Principal Investigator and Researcher(s) the
     laboratory, and service facilities, guidance and scientific equipment as
     required to carry out the Research; provided, however, University shall not
     be obligated to incur any costs in excess of the amount specified in
     Schedule 2 to perform the Research.

                                    ARTICLE 4
                   REPORTS AND TANGIBLE TECHNICAL INFORMATION

4.1  University and Principal Investigator shall keep Innovir informed of the
     progress of the research he conducts hereunder on a regular basis as
     mutually agreed to by both parties. Principal Investigator shall provide
     Innovir with bimonthly reports of progress and a complete written report at
     the end of the Term.

4.2  Innovir shall have the right to use the reports submitted by Principal
     Investigator as it sees fit, however, Innovir may not make any reference to
     Albert Einstein College of Medicine of Yeshiva University or any affiliate
     institution without first obtaining written consent from University;
     provided however, Innovir may make such reference if Innovir's counsel
     deems it necessary or appropriate to comply with statute, court order or
     government regulation, for filing with a regulatory agency or for filing a
     patent application.

4.3  University and Principal Investigator shall in a timely fashion permit
     Innovir full access to, and at the request of Innovir, shall deliver to
     Innovir copies of all laboratory notebooks and other technical and research
     data prepared during the work under this Agreement. Innovir agrees to
     reimburse University for its reasonable cost in providing such copies.

                                    ARTICLE 5
                         NO RIGHTS IN INNOVIR TECHNOLOGY

5.1  Except as expressly provided in this Agreement, no rights are provided to
     University (including the Principal Investigator and Researchers) or
     Innovir under any patents, patent applications, trade secrets or other
     proprietary rights of the other party. No rights are provided to use the
     materials or modifications or any related patents of Innovir for profit
     making or commercial purposes, such as sale of the materials or
     modifications used in manufacturing, provision of a service to a third
     party in exchange for consideration, or use in research or consulting for a
     for-profit or non-profit entity under which the entity obtains rights to
     research results.

                                    ARTICLE 6
                                   PUBLICATION

6.1  University agrees to provide Innovir with an advance copy of any proposed
     publication


                                       -2-


<PAGE>



     on the Research. Innovir agrees to review proposed publications and to
     inform University of any information Innovir considers confidential
     information within thirty (30) days. University shall not publish such
     confidential information. If a publication does result from Research,
     authorship shall be jointly decided by Innovir and University based on
     accepted scientific practice.

6.2  Innovir shall have the right to use the data generated in the Research in
     filing patent applications, in filing for regulatory approvals and for
     other commercial purposes.

                                    ARTICLE 7
                                   INVENTIONS

7.1  Intellectual Property shall only mean discoveries, inventions, improvements
     and/or commercially useful products or processes, whether patentable or
     not, which were developed or made under this Agreement. University and
     Innovir will promptly notify the other party of any Intellectual Property
     conceived and/or made during the term of this Agreement under the Research.

7.2  Results of the Research shall be owned as follows:

          (a)  If all inventors are employees of Innovir, by Innovir, and such
               Intellectual Property will not be subject to this Agreement.

          (b)  If all inventors are faculty, students or employees of
               University, by University.

          (c)  If Intellectual Property is invented jointly by at least one
               person employed by Innovir and at least one person with an
               obligation to assign to the University, jointly by both Innovir
               and University.

7.3  If Intellectual Property is solely owned by University, Section 7.2(b),
     University shall notify and consult with Innovir before filing and
     prosecuting U.S. or foreign patent applications. If Innovir requests that a
     patent application or other intellectual property protection be filed and
     University concurs, Innovir shall bear all costs incurred in connection
     with such preparation, filing, prosecution and maintenance of U.S. and
     foreign application(s) directed to said Intellectual Property using counsel
     selected by University and reasonably acceptable to Innovir. University and
     Innovir shall cooperate to assure that such application(s), will cover, to
     the best of their combined knowledge, all items of commercial interest and
     importance. While University shall be responsible for making all decisions
     regarding scope and content of application(s) to be filed and prosecution
     thereof, Innovir shall be given an opportunity to review and provide input
     thereto and University will not unreasonably reject Innovir's input. If
     Innovir licenses the Intellectual Property, University shall keep Innovir
     advised as to all developments with respect to such application(s) and
     shall promptly supply to Innovir copies of all papers received and filed in
     connection with the prosecution thereof within a reasonable time for
     Innovir to comment thereon. Further, University shall promptly notify
     Innovir in writing of any matter which has been patented under this
     Agreement.

7.4  If Intellectual Property is jointly owned by University and Innovir,
     Section 7.2(c) and Innovir requests that a patent application or other
     intellectual property protection be filed, Innovir shall promptly take
     action to have prepared, filed, and prosecuted such U.S. and foreign
     application. Innovir shall pay all costs incurred in connection with such
     preparation, filing, prosecution and maintenance of U.S. and foreign
     application(s)


                                       -3-


<PAGE>



     directed to said Intellectual Property. Innovir shall cooperate with
     University to assure that such application(s) will cover, to the best of
     their combined knowledge, all items of commercial interest and importance.
     While Innovir shall be responsible for making decisions regarding scope and
     content of application(s) to be filed and prosecution thereof, University
     shall be given an opportunity to review and provide input thereto. Innovir
     shall keep University advised as to all developments with respect to such
     application(s) and shall promptly supply to University copies of all papers
     received and filed in connection with the prosecution thereof within a
     reasonable time for University to comment thereon. Further, Innovir shall
     promptly notify University in writing of any matter which has been patented
     under this Section 7.4.

7.5  If Innovir elects to discontinue the financial support of the prosecution
     or maintenance of the protection of Intellectual Property under Sections
     7.3 and/or 7.4, University shall be free to file or continue prosecution or
     maintain any such application(s), and to maintain any protection issuing
     thereon in the U.S., and in any foreign country at its sole expense.

7.6  If Innovir wants an exclusive license to any patent application or patent
     owned, jointly by Innovir and University under this Agreement, it shall
     have an option to obtain an exclusive, worldwide license to the
     Intellectual Property or any interest therein. If Innovir is paying the
     costs of patent protection for such Intellectual Property, this option
     shall expire six (6) months from the date of issuance of the patent, and
     the Parties shall negotiate in good faith to reach the terms of the
     exclusive, worldwide license; provided, however, if University and Innovir
     do not reach agreement, University, for two (2) years, will not offer the
     Intellectual Property to a third party on terms less favorable in material
     respects than the terms offered Innovir under this Section 7.6. If Innovir
     is not paying the costs of patent protection, this option shall expire on
     the date Innovir stopped paying the patent prosecution costs. Any license
     shall include a reasonable royalty based on the respective party's
     contributions and relevant industry standards and, subject to University's
     policies, shall include such other terms as are typical in licenses of
     similar technology from nonprofit organizations to for-profit
     organizations.

7.7  If not restricted by agreements with third parties, University shall
     negotiate a limited right to use any technologies it owns that were
     developed by the Principal Investigator to the extent necessary for Innovir
     to make, use or sell a product incorporating Intellectual Property licensed
     under Section 7.6. In addition, and if not restricted by agreements with
     third parties, University shall discuss with Innovir the possibility of
     licensing a limited right to use any other technologies University owns to
     the extent necessary for Innovir to make, use or sell a product
     incorporating Intellectual Property licensed under Section 7.6.

                                    ARTICLE 8
                                 REPRESENTATION

8.1  This Agreement shall not be construed to limit the freedom of individuals
     participating in the Research to engage in any other research; provided,
     however, the Principal Investigator and Researcher(s) agree that they will
     not individually or together seek sponsored research funds from a
     for-profit third party for the Research defined herein. The Principal
     Investigator and Researcher(s) will represent to the University that they
     have not entered into any research agreement with a for-profit third party
     that would


                                       -4-


<PAGE>



     prevent them from performing their obligations under the terms of this
     Agreement.

                                    ARTICLE 9
                                  COMPENSATION

9.1  In support of the Research to be conducted at University, Innovir shall pay
     University according to the amounts specified and under the terms shown in
     Schedule 2.

9.2  If the parties agree in writing that the results of the testing described
     in Schedule 1 show that the Woodchuck Hepatitis Mouse model is successful
     in testing for antihuman HBV EGS compounds, then Innovir shall pay
     University the bonus specified in Schedule 2 within thirty (30) days of
     such written agreement of successful testing.

                                   ARTICLE 10
                              TERM AND TERMINATION

10.1 This Agreement shall commence the on Effective Date and shall continue for
     a six (6) month period (the Term).

10.2 Innovir may terminate this Agreement if University, the Principal
     Investigator, or the Researcher(s) is in breach of this Agreement and
     (where the breach is remediable) fails to remedy the breach within thirty
     (30) days of being requested to do so by Innovir, Innovir shall be entitled
     to terminate this Agreement at any time by notice in writing to University.
     Termination shall be without prejudice to Innovir's other rights in respect
     of the breach of the Agreement.

10.3 If Innovir is in breach of this Agreement and (where the breach is
     remediable) fails to remedy the breach within thirty (30) days of being
     requested to do so by the University, the University shall be entitled to
     terminate this Agreement at any time by notice in writing to Innovir.
     Termination shall be without prejudice to the University's other rights in
     respect to the breach of the Agreement.

10.4 Articles 5, 6, 7, 11 and 12 and Sections 4.2 and 4.3 shall survive the
     termination of this Agreement; provided, however Articles 6 and 7 and
     Section 4.2 shall not survive a termination of this Agreement pursuant to
     Section 10.3.

                                   ARTICLE 11
                        RETURN OF DOCUMENTS AND MATERIALS

11.1 Upon termination of this Agreement, either party may request the return of
     all papers, records and other documents including any materials such as
     reagents, that it supplied to the other party, which are then in the
     possession of the other party, except:

          (a)  each party may retain one copy for archival purposes;

          (b)  University shall not require Innovir to return any documents or
               materials which Innovir requires to make an evaluation of its
               interest in exercising its license option pursuant to Section 7.6
               hereof, until after the conclusion of said license option period;

          (c)  University shall not require Innovir to return the written
               reports and


                                       -5-

<PAGE>



               tangible technical information made by University pursuant to
               Article 4; and

          (d)  Innovir may retain materials required for government approval.

                                   ARTICLE 12
                    DISCLAIMER OF WARRANTIES, INDEMNIFICATION

12.1 UNIVERSITY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER
     WHATSOEVER, INCLUDING, WITHOUT LIMITATION, WARRANTIES WITH RESPECT TO THE
     CONDUCT, COMPLETION, SUCCESS OR PARTICULAR RESULTS OF THE SPONSORED
     RESEARCH, OR THE CONDITION, OWNERSHIP, MERCHANTABILITY, OR FITNESS FOR A
     PARTICULAR PURPOSE OF THE SPONSORED RESEARCH OR ANY RESULTS OR INTELLECTUAL
     PROPERTY. UNIVERSITY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT,
     CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES SUFFERED BY SPONSOR OR ANY OTHER
     PERSON RESULTING FROM THE SPONSORED RESEARCH OR THE USE OF ANY INTELLECTUAL
     PROPERTY.

12.2 Innovir shall defend, indemnify and hold harmless University, the Principal
     Investigator and any of University's faculty, students, employees,
     trustees, officers, affiliates and agents (hereinafter referred to
     collectively as the "Indemnified Persons") from and against any and all
     liability, claims, lawsuits, losses, damages, costs or expenses (including
     attorneys' fees), which the Indemnified Persons may hereafter incur, or be
     required to pay as a result of Innovir's use of the results of Sponsored
     Research or any Intellectual Property or as a result of any breach of this
     Agreement or any act or omission of Innovir, its employees, affiliates,
     contractors, licensees or agents. University shall notify Innovir upon
     learning of the institution or threatened institution of any such
     liability, claims, lawsuits, losses, damages, costs and expenses and
     University shall cooperate with Innovir in every proper way in the defense
     or settlement thereof at Innovir's request and expense.

                                   ARTICLE 13
                               GENERAL PROVISIONS

13.1 Both parties shall, at all times during the performance of this Agreement,
     remain as independent contractors and the Agreement shall not make the
     parties partners, joint venturers, or agents of one another. No party to
     this Agreement shall have the power to bind or obligate the other party.

13.2 None of the materials supplied under this Agreement by either party to the
     other, shall be used in human subjects without obtaining appropriate
     government approvals.

13.3 Neither party assumes responsibility or liability for the nature, conduct,
     or results of any research, testing or other work performed by the other
     party.

13.4 This Agreement may not be assigned by either party without the prior
     written consent of the other party.

13.5 Any notice, report or communication to be given under this Agreement may be
     delivered personally, sent by registered or certified mail, return receipt
     requested, or transmitted


                                       -6-



<PAGE>



     by facsimile copy or electronic mail to the parties at the addresses given
     below or such other addresses may be notified from time to time. Any
     notice, report or communication so sent shall not be deemed to have been
     given until it has been received by the party to whom it has been
     addressed.

            Albert Einstein College of Medicine of Yeshiva University
            Office of Industrial Liaison
            1300 Morris Park Avenue
            Bronx, New York 10461

                  Attention:  Dr. Sidney Goldfischer
                  Telephone   718-430-3357
                  Facsimile   718-430-8822
with a copy to:

            Amster Rothstein & Ebenstein
            90 Park Avenue
            New York, New York 10016

                  Attention:  Kenneth George
                  Telephone   212-647-5995
                  Facsimile   212-286-0854

            Innovir Laboratories, Inc.
            510 East 73rd Street
            New York, NY  10021

                  Attention:  Allan R. Goldberg, Ph.D.
                  Telephone   212-249-4703
                  Facsimile   212-249-4513

with a copy to:

            Fulbright & Jaworski L.L.P.
            1301 McKinney, Suite 5100
            Houston, Texas  77010-3095

                  Attention:  Thomas D. Paul
                  Telephone   713-651-5325
                  Facsimile   713-651-5105

13.6 The terms and conditions herein contained constitute the entire Agreement
     between the parties and supersede all previous communications, whether oral
     or written, between the parties hereto with respect to the subject matters
     hereof, and no previous agreement or understanding varying or extending the
     same shall be binding upon either party hereto.

13.7 No amendment or modification of this Agreement shall be effective unless it
     is in writing and signed by duly authorized representatives of all parties.

13.8 The parties covenant and agree that, if either party fails or neglects for
     any reason to take advantage of any of the terms provided for the
     termination of this Agreement, or


                                       -7-


<PAGE>


     if either party, having the right to declare this Agreement terminated
     shall fail to do so, any such failure or neglect by either party shall not
     be a waiver or be deemed or be construed to be a waiver of any cause for
     the termination of this Agreement subsequently arising or as a waiver of
     any of the terms, covenants or conditions of this Agreement, or the
     performance thereof. None of the terms, covenants or conditions of this
     Agreement may be waived by either party except by its written consent.

13.9 All parties hereby especially agree and contract that neither party intends
     to violate any public policy, statutory or common law, rule or regulation,
     treaty or decision of any government agency or executive body thereof of
     any country or community or association of countries; if any word,
     sentence, paragraph or clause or combination thereof of this Agreement is
     found, by a court or executive body with judicial powers having
     jurisdiction over this Agreement or any of its parties hereto, in a final
     unappealed order to be in violation of any such provision in any country or
     community or association of countries, such words, sentences, paragraphs or
     clauses or combination shall be inoperative in such country or community or
     association of countries and the remainder of this Agreement shall remain
     binding upon the parties hereto.

13.10 Neither party shall be liable for delays caused by bona fide labor
     disputes, war, civil or military disturbances, acts or lack of action of
     governments or governmental authorities, accidents, fires, explosions,
     epidemics, forces of nature, acts of God or other causes reasonably beyond
     its control, but each party shall use all reasonable efforts to avoid such
     delays and to minimize the extent of any delays that do occur.

13.11 This Agreement shall be binding upon and inure to the benefit of and be
     enforceable by the parties hereto and their respective successors and
     permitted assigns.

13.12 This Agreement shall be deemed to have been made under, and shall be
     construed and interpreted in accordance with the laws of the State of New
     York, U.S.A.

     IN WITNESS WHEREOF, University and Innovir have caused this Agreement to be
executed in duplicate by their respective duly authorized officers.


INNOVIR LABORATORIES, INC.              ALBERT EINSTEIN COLLEGE OF MEDICINE
                                               OF YESHIVA UNIVERSITY



By:   ALLAN R. GOLDBERG               By:    CHARLES E. ROGLER
  ----------------------------             --------------------------------
      Allan R. Goldberg, Ph.D
      Chairman and President


Date:                                   Date:
     -----------------------                  --------------------------



                                       -8-



                                                                      Exhibit 11

                   INNOVIR LABORATORIES, INC. AND SUBSIDIARIES
                        (A Development Stage Enterprise)
                 STATEMENT OF COMPUTATION OF NET LOSS PER SHARE


                                                   Three months ended March 31,
                                                   ----------------------------
                                                        1997            1996
                                                   ------------    ------------
Primary:

Net loss .......................................   ($ 2,497,000)   ($   549,000)
                                                   ============    ============


Per share data:
  Weighted average number of Common
          shares outstanding during the period..     18,042,470       9,500,000
                                                   ============    ============

          Net loss per share ...................   ($      0.14)   ($      0.06)
                                                   ============    ============

Fully diluted:

Net loss .......................................   ($ 2,497,000)   ($   549,000)
                                                   ============    ============
Per share data:
  Weighted average number of Common
          shares outstanding during the period..     18,042,470       9,500,000

Shares issuable upon conversion of convertible
          equity securities ....................      9,120,512       8,666,666

Shares issuable upon exercise of outstanding
          options and warrants .................      3,018,156       2,000,000

Shares assumed to be repurchased under
          the treasury stock method ............     (1,981,097)       (685,714)
                                                   ------------    ------------

Number of common shares used in computing per
          share data ...........................     28,200,041      19,480,952
                                                   ============    ============

                     Net loss per share ........   ($      0.09)   ($      0.03)
                                                   ============    ============



<TABLE> <S> <C>


<ARTICLE>                             5
       
<S>                                   <C>
<PERIOD-TYPE>                         3-MOS
<FISCAL-YEAR-END>                     DEC-31-1997
<PERIOD-START>                        JAN-01-1997
<PERIOD-END>                          MAR-31-1997
<CASH>                                                 4,300,000
<SECURITIES>                                                     0
<RECEIVABLES>                                            186,000
<ALLOWANCES>                                                     0
<INVENTORY>                                                      0
<CURRENT-ASSETS>                                       4,486,000
<PP&E>                                                 4,197,000
<DEPRECIATION>                                         1,393,000
<TOTAL-ASSETS>                                         8,665,000
<CURRENT-LIABILITIES>                                  1,769,000
<BONDS>                                                          0
                                            0
                                                      0
<COMMON>                                                 773,000
<OTHER-SE>                                            29,675,000
<TOTAL-LIABILITY-AND-EQUITY>                           8,665,000
<SALES>                                                          0
<TOTAL-REVENUES>                                          73,000
<CGS>                                                            0
<TOTAL-COSTS>                                                    0
<OTHER-EXPENSES>                                       2,533,000
<LOSS-PROVISION>                                                 0
<INTEREST-EXPENSE>                                        37,000
<INCOME-PRETAX>                                       (2,497,000)
<INCOME-TAX>                                                     0
<INCOME-CONTINUING>                                   (2,497,000)
<DISCONTINUED>                                                   0
<EXTRAORDINARY>                                                  0
<CHANGES>                                                        0
<NET-INCOME>                                          (2,497,000)
<EPS-PRIMARY>                                              (0.14)
<EPS-DILUTED>                                                    0
                        


</TABLE>


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