<PAGE>
As filed with the Securities and Exchange Commission on July 18, 2000
Registration Statement No. 333-37606
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933
----------------
3-Dimensional Pharmaceuticals, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 2834 23-2716487
(State or other (Primary Standard (IRS Employer
jurisdiction of Industrial Identification Number)
incorporation or Classification Code No.)
organization)
Eagleview Corporate Center, Suite 104
665 Stockton Drive
Exton, PA 19341
610-458-8959
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
----------------
David C. U'Prichard, Ph.D.
Chief Executive Officer
3-Dimensional Pharmaceuticals, Inc.
Eagleview Corporate Center, Suite 104
665 Stockton Drive
Exton, PA 19341
610-458-8959
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------
Copies to:
Randall B. Sunberg Jeffrey E. Cohen
Morgan, Lewis & Bockius LLP Coudert Brothers
1701 Market Street 1114 Avenue of the Americas
Philadelphia, PA 19103 New York, NY 10036-7703
(215) 963-5000 (212) 626-4400
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
----------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended or until this Registration Statement
shall become effective on such date as the Commission, acting pursuant to such
Section 8(a), may determine.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
The expenses (other than underwriting discounts and commissions) payable in
connection with this offering are as follows:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee............. $ 18,480
NASD filing fee................................................. 7,500
Nasdaq filing fee............................................... 100,000
Printing and engraving expenses................................. 200,000
Legal fees and expenses......................................... 400,000
Accounting fees and expenses.................................... 100,000
Blue Sky fees and expenses (including legal fees)............... 10,000
Transfer agent and rights agent and registrar fees and
expenses....................................................... 25,000
Miscellaneous................................................... 139,020
----------
Total......................................................... $1,000,000
==========
</TABLE>
All expenses are estimated except for the SEC fee and the NASD fee.
Item 14. Indemnification of Directors and Officers
The Registrant's Certificate of Incorporation permits indemnification to the
fullest extent permitted by Delaware law. The Registrant's bylaws require the
Registrant to indemnify any person who was or is an authorized representative
of the Registrant, and who was or is a party or is threatened to be made a
party to any corporate proceeding, by reason of the fact that such person was
or is a director or officer of the Registrant, against all liability and loss
suffered and expenses reasonably incurred by such person in connection with
such proceeding. Such indemnification is mandatory under the Registrant' bylaws
as to expenses reasonably incurred. Delaware law also permits indemnification
in connection with a proceeding brought by or in the right of the Registrant to
procure a judgment in its favor. Insofar as indemnification for liabilities
arising under the Act may be permitted to directors, officers or persons
controlling the Registrant pursuant to the foregoing provisions, the Registrant
has been informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in that Act and is
therefore unenforceable. The Registrant currently has a directors' and
officers' liability insurance policy.
The Underwriting Agreement provides that the underwriters are obligated,
under certain circumstances, to indemnify directors, officers, and controlling
persons of the Registrant against certain liabilities, including liabilities
under the Act. Reference is made to the form of Underwriting Agreement which
will be filed by amendment as Exhibit 1.1 hereto.
Item 15. Recent Sales of Unregistered Securities
Since our inception, we have issued the following securities that were not
registered under the Act (all amounts are on a pre-split basis and are as of
June 30, 2000):
Since our inception, we have issued an aggregate of 2,730,395 shares of
common stock, par value $0.001 per share. These shares include 11,974 shares of
common stock issued in July 1996 at a purchase price per share of $0.01 for a
total of $120, 1,113,088 shares of common stock issued upon exercise of options
granted under our equity compensation plan at a weighted average exercise price
of $0.62 per share and 2,170,500
II-1
<PAGE>
shares of common stock issued in the form of restricted stock grants under our
equity compensation plan at a weighted average purchase price of $0.24 per
share, of which 565,167 shares have been repurchased by the Company. All such
sales and issuances were deemed to be exempt from registration under Section
4(2) of the Act and/or Rule 701, or Regulation D or Regulation S promulgated
thereunder.
Since our inception we have also issued an aggregate of 36,922,488 shares of
preferred stock, par value of $0.001 per share. These shares include (i)
6,686,986 shares of series A-1 preferred stock prior to 1996 at a purchase
price per share of $1.00, for a total of approximately $6.7 million; (ii)
4,333,990 shares of series A-2 preferred stock issued in October 1996 at a
purchase price per share of $1.25, for a total of approximately $5.4 million;
(iii) 10,304,264 shares of series A-3 preferred stock issued in March 1997 at a
purchase price per share of $1.21, for a total of approximately $12.5 million;
(iv) 4,000,000 shares of series A-4 issued in January 1998 at a purchase price
per share of $2.60 for a total of approximately $10.4 million; (v) 9,572,248
shares of series A-5 preferred stock issued in March 2000 at a purchase price
per share of $3.00, for a total of approximately $28.7 million, which amount
includes 3,451,165 shares issued upon the conversion of convertible promissory
notes issued in November 1999; (vi) 1,000,000 shares of series B preferred
stock issued in October 1996 at a purchase price per share of $2.25 for a total
of approximately $2.3 million; (viii) 400,000 shares of series C preferred
stock issued in June 1997 at a purchase price per share of $2.50 for a total of
approximately $1.0 million; and (ix) 625,000 shares of series D preferred stock
issued in May 2000 at a purchase price per share of $8.00 for a total of
approximately $5.0 million. All such sales and issuances were deemed to be
exempt from registration under the Securities Act by virtue of Section 4(2),
Regulation D or Regulation S promulgated thereunder.
Since our inception, we have issued warrants to purchase a total of 4,932,600
shares of common stock and 239,475 shares of series A-1 preferred stock which
will either be exercised prior to the completion of this offering or become
exercisable for 239,475 shares of common stock upon the completion of this
offering.
The warrants we have issued consist of warrants to purchase a total of
1,320,000 shares of common stock issued prior to 1997 at an exercise price of
$0.01 per share, including warrants to purchase 11,974 shares which were
exercised in July 1996, and warrants to purchase (i) 3,500,000 shares of common
stock at an exercise price of $1.25 per share issued in November 1999; (ii)
12,600 shares of common stock at an exercise price of $2.50 per share issued in
June 1997; (iii) 239,475 shares of series A-1 preferred stock, which will
either be exercised prior to the completion of this offering or become
exercisable for 239,475 shares of common stock at an exercise price of $1.00
per share reissued in July 1998; and (iv) 100,000 shares of common stock at an
exercise price of $0.01 per share issued in March 1997. All such sales and
issuances were deemed to be exempt from registration under the Securities Act
by virtue of Section 4(2), Regulation D or Regulation S promulgated thereunder.
Under our equity compensation plan, as of June 30, 2000, 5,914,735 shares are
issuable upon the exercise of options outstanding under the plan at a weighted
average exercise price of $1.23 per share and 2,718,421 shares have been issued
under the plan, including 706,488 shares subject to repurchase at a weighted
average purchase price of $0.92 per share. For a more detailed description of
our equity compensation plan, see Management--Equity Compensation Plan. In
granting the options and selling the underlying securities upon exercises of
the options, we are relying upon exemption from registration set forth in
Section 4(2) of the Act and/or Rule 701, Regulation D or Regulation S
promulgated thereunder.
II-2
<PAGE>
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits:
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
1.1 Form of Underwriting Agreement.#
3.1 Seventh Restated Certificate of Incorporation of the Company, which is
currently in effect.!
3.2 Bylaws of the Company, which are currently in effect.!
3.3 Form of Eighth Restated Certificate of Incorporation of the Company,
to be filed prior to the closing of this offering.#
3.4 Form of Ninth Restated Certificate of Incorporation of the Company, to
become effective upon the closing of this offering.#
3.5 Form of Amended and Restated Bylaws of the Company, to become
effective upon the closing of this offering.#
4.1 Form of Common Stock Certificate of Company.!
5.1 Opinion of Morgan, Lewis & Bockius LLP.!
10.1 3-Dimensional Pharmaceuticals, Inc. Equity Compensation Plan, as
amended.!
10.2 Third Amended and Restated Stockholders' Agreement by and among the
Company and the Stockholders identified therein, dated March 31,
2000.!
10.3 Series B Preferred Stock Purchase Agreement between the Company and
Merck KgaA, dated October 11, 1996.!
10.4 Series C Preferred Stock Purchase Agreement between the Company and
American Home Products Corporation, dated June 13, 1997.!
10.5 Series D Preferred Stock Purchase Agreement between the Company and
Schering Berlin Venture Corporation, dated May 17, 2000.!
10.6 Warrant to Purchase Common Stock of the Company issued to HealthCare
Ventures III, L.P., dated November 18, 1999.!
10.7 Warrant to Purchase Common Stock of the Company issued to HealthCare
Ventures IV, L.P., dated November 18, 1999.!
10.8 Warrant to Purchase Common Stock of the Company issued to Rho
Management Trust II, dated November 18, 1999.!
10.9 Warrant to Purchase Common Stock of the Company issued to Aetna Life
Insurance Company, dated November 18, 1999.!
10.10 Warrant to Purchase Common Stock of the Company issued to Henry
Rothman, dated November 18, 1999.!
10.11 Warrant to Purchase Common Stock of the Company issued to Abingworth
Bioventures SICAV, dated November 18, 1999.!
10.12 Warrant to Purchase Common Stock of the Company issued to Sentron
Medical, Inc., dated November 18, 1999.!
10.13 Warrant to Purchase Common Stock of the Company issued to Biotech
Growth S.A., dated November 18, 1999.!
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
10.14 Employment Offer Letter to David C. U'Prichard, dated September 1,
1999.!
10.15 Settlement Agreement between the Company and Scriptgen
Pharmaceuticals, Inc., dated March 7, 2000.!@
10.16 Research Collaboration Agreement between the Company and Biocryst
Pharmaceuticals, Inc., dated October 18, 1996, and Amendment No.1
thereto, dated October 18, 1996.!@
10.17 Collaborative Discovery and Lead Optimization Agreement between the
Company and Boehringer Ingelheim Pharmaceuticals, Inc., dated December
17, 1999.!@
10.18 Collaborative Research and License Agreement between the Company and
Hoechst Schering AgrEvo GmbH, now a part of Aventis Crop Science CmbH,
dated October 18, 1999.!@
10.19 Collaborative Research and License Agreement between the Company and
E.I. DuPont de Nemours & Co., dated October 12, 1998.!@
10.20 Collaborative Discovery and Lead Optimization Agreement between the
Company and DuPont Pharmaceuticals Company, dated February 11, 2000.!@
10.21 Nonexclusive Patent License Agreement between the Company and DuPont
Pharmaceuticals Company, dated February 11, 2000.!@
10.22 Research and License Agreement between the Company and the Heska
Corporation, dated December 18, 1997, and Amendment No.1 thereto,
dated December 18, 1997.!@
10.23 License and Research Agreement between the Company and Schering AG,
Germany, dated May 17, 2000.!@
10.24 Master Loan and Security Agreement between the Company and Phoenixcor,
Inc., dated June 18, 1998.!
10.25 Amended and Restated Lease for Combination Office/Laboratory/Light
Manufacturing Space at Eagleview Corporate Center Lot 28 between the
Company and Eagleview Technology Partners, dated December 12, 1997.#
10.26 Master Lease Agreement between the Company and Transamerica Business
Credit Corporation, dated June 12, 1997.!
10.27 Warrant to Purchase Common Stock of the Company issued to Transamerica
Business Credit Corporation, dated June 12, 1997.!
10.28 Master Lease Agreement, Loan Agreement and Subordination Agreement
between the Company and Comdisco, Inc., dated March 7, 1994.!
10.29 Warrant to Purchase Series A Preferred Stock, originally dated March
7, 1994 and reissued to CDC Realty, Inc., dated July 21, 1998.!
10.30 Warrant to Purchase Series A Preferred Stock, originally dated March
7, 1994 and reissued to Gregory Stento, dated July 21, 1998.!
10.31 Warrant to Purchase Series A Preferred Stock, originally dated April
25, 1995 and reissued to Comdisco, Inc., dated July 21, 1998.!
10.32 Warrant to Purchase Series A Preferred Stock, originally dated April
25, 1995 and reissued to Gregory Stento, dated July 21, 1998.!
10.33 Form of Warrant to Purchase Common Stock (along with Schedule of
Holders of Certain Warrants to Purchase Common Stock).!
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
10.34 3-Dimensional Pharmaceuticals, Inc. 2000 Equity Compensation Plan, to
become effective prior to the closing of this offering.!
10.35 DiscoverWorks(TM) Drug Discovery Collaboration Agreement and related
DiscoverWorks Nonexclusive License and Purchase Agreement, GPCR
License and User Agreement and PERT Internal Use License and Option
Agreement between the Company and Bristol-Myers Squibb Company, dated
July 7, 2000.*@
21.1 Subsidiaries of the Registrant.!
23.1 Consent of Richard A. Eisner & Company, LLP.!
23.2 Consent of Morgan, Lewis & Bockius LLP (to be included in Exhibit
5.1).!
24.1 Power of Attorney (included on signature page).!
27.1 Financial Data Schedule.!
</TABLE>
--------
* Filed herewith.
# To be filed by amendment.
! Previously filed.
@ Confidential treatment will be requested with respect to portions of this
exhibit. Omitted portions will be filed separately with the Securities and
Exchange Commission.
(b) Financial Statement Schedules
Schedule II--Valuation and Qualifying accounts.
All other information for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission is either
included in the financial statements or is not required under the related
instructions or is inapplicable, and therefore has been omitted.
Item 17. Undertakings.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, the Act, may be permitted to directors, officers and controlling
persons of the registrant pursuant to provisions described in Item 14 above, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities, (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding), is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
The undersigned registrant hereby undertakes (1) to provide to the
underwriter at the closing specified in the underwriting agreement,
certificates in such denominations and registered in such names as required by
the underwriter to permit prompt delivery to each purchaser; (2) for purposes
of determining any liability under the Act, the information omitted from the
form of prospectus filed as part of a registration statement in reliance upon
Rule 430(A) and contained in the form of prospectus filed by the registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Act shall be deemed to be
part of this registration statement as of the time it was declared effective;
and (3) that for the purpose of determining any liability under the Act, each
post-effective amendment that contains a form of prospectus shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-1 and has duly caused this Amendment No. 2 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Exton, Pennsylvania, on July 18, 2000.
3-Dimensional Pharmaceuticals, Inc.
/s/ David C. U'Prichard
By___________________________________
David C. U'Prichard
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1933, this
Amendment No.2 to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ David C. U'Prichard Chief Executive Officer July 18, 2000
______________________________________ and Director (Principal
David C. U'Prichard Executive Officer)
/s/ Michael J. Wassil Vice President and Chief July 18, 2000
______________________________________ Financial Officer
Michael J. Wassil (Principal Financial
Officer)
/s/ Scott M. Horvitz Vice President, Finance July 18, 2000
______________________________________ and Administration
Scott M. Horvitz (Principal Accounting
Officer)
/s/ F. Raymond Salemme President, Chief July 18, 2000
______________________________________ Scientific Officer and
F. Raymond Salemme Director
* Director July 18, 2000
______________________________________
Stephen Bunting
* Director July 18, 2000
______________________________________
Bernard Canavan
* Director July 18, 2000
______________________________________
James H. Cavanaugh
* Director July 18, 2000
______________________________________
Zola P. Horovitz
* Director July 18, 2000
______________________________________
David R. King
* Director July 18, 2000
______________________________________
Joshua Ruch
* Director July 18, 2000
______________________________________
Harold R. Werner
</TABLE>
/s/ David C. U'Prichard
*By______________________________
David C. U'Prichard
Attorney-in-fact and Agent
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
1.1 Form of Underwriting Agreement.#
3.1 Seventh Restated Certificate of Incorporation of the Company, which is
currently in effect.!
3.2 Bylaws of the Company, which are currently in effect.!
3.3 Form of Eighth Restated Certificate of Incorporation of its Company;
to be filed prior to the closing of this offering.#
3.4 Form of Ninth Restated Certificate of Incorporation of the Company, to
become effective upon the closing of this offering.#
3.5 Form of Amended and Restated Bylaws of the Company, to become
effective upon the closing of this offering.#
4.1 Form of Common Stock Certificate of Company.!
5.1 Opinion of Morgan, Lewis & Bockius LLP.!
10.1 3-Dimensional Pharmaceuticals, Inc. Equity Compensation Plan, as
amended.!
10.2 Third Amended and Restated Stockholders' Agreement by and among the
Company and the Stockholders identified therein, dated March 31,
2000.!
10.3 Series B Preferred Stock Purchase Agreement between the Company and
Merck KgaA, dated October 11, 1996.!
10.4 Series C Preferred Stock Purchase Agreement between the Company and
American Home Products Corporation, dated June 13, 1997.!
10.5 Series D Preferred Stock Purchase Agreement between the Company and
Schering Berlin Venture Corporation, dated May 17, 2000.!
10.6 Warrant to Purchase Common Stock of the Company issued to HealthCare
Ventures III, L.P., dated November 18, 1999.!
10.7 Warrant to Purchase Common Stock of the Company issued to HealthCare
Ventures IV, L.P., dated November 18, 1999.!
10.8 Warrant to Purchase Common Stock of the Company issued to Rho
Management Trust II, dated November 18, 1999.!
10.9 Warrant to Purchase Common Stock of the Company issued to Aetna Life
Insurance Company, dated November 18, 1999.!
10.10 Warrant to Purchase Common Stock of the Company issued to Henry
Rothman, dated November 18, 1999.!
10.11 Warrant to Purchase Common Stock of the Company issued to Abingworth
Bioventures SICAV, dated November 18, 1999.!
10.12 Warrant to Purchase Common Stock of the Company issued to Sentron
Medical, Inc., dated November 18, 1999.!
10.13 Warrant to Purchase Common Stock of the Company issued to Biotech
Growth S.A., dated November 18, 1999.!
10.14 Employment Offer Letter to David C. U'Prichard, dated September 1,
1999.!
10.15 Settlement Agreement between the Company and Scriptgen
Pharmaceuticals, Inc., dated March 7, 2000.!@
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
10.16 Research Collaboration Agreement between the Company and Biocryst
Pharmaceuticals, Inc., dated October 18, 1996, and Amendment No.1
thereto, dated October 18, 1996.!@
10.17 Collaborative Discovery and Lead Optimization Agreement between the
Company and Boehringer Ingelheim Pharmaceuticals, Inc., dated December
17, 1999.!@
10.18 Collaborative Research and License Agreement between the Company and
Hoechst Schering AgrEvo GmbH, now a part of Aventis Crop Science CmbH,
dated October 18, 1999.!@
10.19 Collaborative Research and License Agreement between the Company and
E.I. DuPont de Nemours & Co., dated October 12, 1998.!@
10.20 Collaborative Discovery and Lead Optimization Agreement between the
Company and DuPont Pharmaceuticals Company, dated February 11, 2000.!@
10.21 Nonexclusive Patent License Agreement between the Company and DuPont
Pharmaceuticals Company, dated February 11, 2000.!@
10.22 Research and License Agreement between the Company and the Heska
Corporation, dated December 18, 1997, and Amendment No.1 thereto,
dated December 18, 1997.!@
10.23 License and Research Agreement between the Company and Schering AG,
Germany, dated May 17, 2000.!@
10.24 Master Loan and Security Agreement between the Company and Phoenixcor,
Inc., dated June 18, 1998.!
10.25 Amended and Restated Lease for Combination Office/Laboratory/Light
Manufacturing Space at Eagleview Corporate Center Lot 28 between the
Company and Eagleview Technology Partners, dated December 12, 1997.#
10.26 Master Lease Agreement between the Company and Transamerica Business
Credit Corporation, dated June 12, 1997.!
10.27 Warrant to Purchase Common Stock of the Company issued to Transamerica
Business Credit Corporation, dated June 12, 1997.!
10.28 Master Lease Agreement, Loan Agreement and Subordination Agreement
between the Company and Comdisco, Inc., dated March 7, 1994.!
10.29 Warrant to Purchase Series A Preferred Stock, originally dated March
7, 1994 and reissued to CDC Realty, Inc., dated July 21, 1998.!
10.30 Warrant to Purchase Series A Preferred Stock, originally dated March
7, 1994 and reissued to Gregory Stento, dated July 21, 1998.!
10.31 Warrant to Purchase Series A Preferred Stock, originally dated April
25, 1995 and reissued to Comdisco, Inc., dated July 21, 1998.!
10.32 Warrant to Purchase Series A Preferred Stock, originally dated April
25, 1995 and reissued to Gregory Stento, dated July 21, 1998.!
10.33 Form of Warrant to Purchase Common Stock (along with Schedule of
Holders of Certain Warrants to Purchase Common Stock).!
10.34 3-Dimensional Pharmaceuticals, Inc. 2000 Equity Compensation Plan, to
become effective prior to the closing of this offering.!
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
10.35 DiscoverWorksTM Drug Discovery Collaboration Agreement and related
DiscoverWorks Nonexclusive License and Purchase Agreement, GPCR
License and User Agreement and PERT Internal Use License and Option
Agreement between the Company and Bristol-Myers Squibb Company, dated
July 7, 2000.*@
21.1 Subsidiaries of the Registrant.!
23.1 Consent of Richard A. Eisner & Company, LLP.!
23.2 Consent of Morgan, Lewis & Bockius LLP (to be included in Exhibit
5.1).!
24.1 Power of Attorney (included on signature page).!
27.1 Financial Data Schedule.!
</TABLE>
--------
* Filed herewith.
# To be filed by amendment.
! Previously filed.
@ Confidential treatment will be requested with respect to portions of this
exhibit. Omitted portions will be filed separately with the Securities and
Exchange Commission.
