SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 8, 1998
INTERCARDIA, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-27410 56-1924222
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(Commission file Number) (IRS Employer ID Number)
3200 East Highway 54, Cape Fear Building, Suite 300,
Research Triangle Park, North Carolina 27709
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (919) 558-8688
--------------
NA
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(Former name or former address, if changed since last report)
<PAGE>
Item 2. Acquisition or Disposition of Assets.
Pursuant to an Agreement and Plan of Merger dated as of March 2, 1998
(the "Merger Agreement"), by and among Intercardia, Inc., a Delaware corporation
(the "Registrant" or "Intercardia" or "the Company"), Transcell Technologies,
Inc., a Delaware corporation ("Transcell"), and Interneuron Pharmaceuticals,
Inc., a Delaware corporation and the majority stockholder of both Intercardia
and Transcell ("Interneuron"), Transcell was merged with and into the Registrant
("the "Merger") effective May 8, 1998 (the "Effective Date"). At the Effective
Date, the holders of Transcell capital stock became entitled to receive shares
of Intercardia Common Stock in three installments in accordance with the terms
of the Merger Agreement. Holders of options and warrants to purchase shares of
Transcell capital stock became entitled to receive replacement options and
warrants to purchase shares of Intercardia Common Stock based upon the exchange
ratios described in the Merger Agreement.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired. The financial statements for
the acquired business required by Item 7 of Form 8-K promulgated by the
Commission under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by reference to the
Registrant's Registration Statement on Form S-4 (File No. 333-49539)
filed pursuant to the Securities Act of 1933, as amended (the "Act") on
April 7, 1998 (the "S-4").
(b) Pro Forma Financial Information.
INTERCARDIA, INC. AND TRANSCELL TECHNOLOGIES, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
The following unaudited pro forma condensed combined financial statements
assume the Merger is accounted for using a partial "pooling of interests" and a
partial "purchase" method of accounting as discussed below. These financial
statements have been updated to reflect the number of shares to be issued in the
Merger based upon the actual Intercardia stock price calculated at the closing
of the Merger, which is different than previously disclosed in the Company's
S-4. The pro forma condensed combined balance sheet combines the condensed
balance sheets of the Company and Transcell as of December 31, 1997 as adjusted
to reflect the acquisition by Intercardia of the current non-Interneuron
ownership interest in Transcell accounted for as a "purchase", as if the
transaction occurred on December 31, 1997. The pro forma condensed combined
statements of operations combine the historical condensed statements of
operations of the Company and Transcell for the quarter ended December 31, 1997
and the fiscal years ended September 30, 1997, 1996 and 1995 and reflect the
combined results of the Company and Transcell as adjusted to reflect the
acquisition by Intercardia of the current non-Interneuron ownership interest in
Transcell as if it occurred on October 1, 1996.
It is intended that the acquisition of Interneuron's ownership interest in
Transcell will be treated in a manner similar to a "pooling of interests" for
financial accounting purposes in accordance with generally accepted accounting
principles ("GAAP") because Intercardia and Transcell are under common control.
In addition, it is intended that the acquisition of the non-Interneuron
ownership interest in Transcell will be treated as a "purchase" for financial
accounting purposes in accordance with GAAP. Accordingly, Intercardia will
record the portion of the assets and liabilities of Transcell owned by
stockholders other than Interneuron at their fair value as of the Effective
Time. The historical financial statements of Intercardia will be restated to
include the accounts and results of operations of Transcell since Transcell's
inception, October 21, 1991.
The unaudited pro forma condensed combined financial statements are not
necessarily indicative of the operating results that would have been achieved
had the transactions been in effect as of the beginning of the periods
presented and should not be construed as representative of future combined
results.
The unaudited pro forma condensed combined financial statements for the
quarter ended December 31, 1997 and the fiscal years ended September 30, 1997,
1996 and 1995 are based upon the historical financial statements of the Company
and Transcell included elsewhere in the S-4 and should be read in conjunction
with those consolidated financial statements and related notes thereto.
<PAGE>
INTERCARDIA, INC AND TRANSCELL TECHNOLOGIES, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
The following unaudited pro forma condensed combined balance sheet has
been prepared by combining the condensed balance sheets of the Company and
Transcell as of December 31, 1997, using a partial "pooling of interests" and a
partial "purchase" method of accounting. This unaudited pro forma condensed
combined balance sheet should be read in conjunction with the other unaudited
pro forma condensed combined financial statements, the accompanying notes and
the historical financial statements of the respective companies and the related
notes thereto included in the Company's S-4.
<TABLE>
<CAPTION>
December 31, 1997
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Pro Forma Pro Forma
Intercardia Transcell Adjustments Combined
--------------- ---------------- ------------------------ ----------------
<S> <C> <C> <C> <C>
Assets
Current assets
Cash and cash equivalents ........................ $ 5,929,804 $ 106,645 $ -- $ 6,036,449
Marketable securities ............................ 17,074,942 -- 17,074,942
Accounts receivable .............................. 1,081,710 -- 1,081,710
Prepaids and other current assets ................ 70,169 168,225 238,394
------------- ------------- -------------
Total current assets ........................... 24,156,625 274,870 24,431,495
Marketable securities .............................. 4,614,738 -- 4,614,738
Property and equipment, net ........................ 279,492 3,499,424 3,778,916
Other assets ....................................... 5,000 83,174 88,174
------------- ------------- -------------
$ 29,055,855 $ 3,857,468 $ -- $ 32,913,323
============= ============= =============== =============
Liabilities and Stockholders' Equity (Deficit)
Current liabilities
Accounts payable ................................. $ 572,557 $ 495,856 $ 1,068,413
Accrued expenses ................................. 1,529,302 1,769,267 $ (1,213,000) (b)
400,000 (e) 2,485,569
Current portion of capital lease obligations ..... 46,112 443,961 490,073
Current portion of notes payable ................. 46,027 30,274 76,301
Note payable to Interneuron ...................... 1,253,784 13,771,638 (13,771,638) (a) 1,253,784
Deferred revenue ................................. 333,500 333,500
----------- ------------- ---------------- -------------
Total current liabilities ...................... 3,447,782 16,844,496 (14,584,638) 5,707,640
Long-term portion of capital lease obligations ..... 52,338 877,528 929,866
Long-term notes payable ............................ 96,264 458,541 554,805
Convertible debenture -- Interneuron ............... 524,705 (524,705) (a) --
Stockholders' equity (deficit)
Preferred stock .................................. -- 10,653,275 (10,653,275) (c) --
Common stock ..................................... 6,770 4,128 (4,128) (c)
653 (d)
175 (g) 7,598
Additional paid-in capital ....................... 40,160,232 1,531,743 14,296,343 (a)
1,213,000 (b)
10,657,403 (c)
5,725,170 (d)
1,824,000 (f)
(175) (g) 75,407,716
Deferred compensation ............................ (117,000) (144,177) (1,824,000) (f) (2,085,177)
Accumulated deficit .............................. (14,590,531) (26,892,771) (5,725,823) (d)
(400,000) (e) (47,609,125)
------------- ------------- -------------------- -------------
Total stockholders' equity (deficit) ........... 25,459,471 (14,847,802) 15,109,343 25,721,012
------------- ------------- --------------- -------------
$ 29,055,855 $ 3,857,468 $ -- $ 32,913,323
============= ============= =============== =============
</TABLE>
See accompanying notes to unaudited pro forma condensed combined financial
statements.
<PAGE>
INTERCARDIA, INC. AND TRANSCELL TECHNOLOGIES, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
The following unaudited pro forma condensed combined statements of
operations have been prepared by combining the condensed statements of
operations of the Company and Transcell for the three months ended December 31,
1997 and for the fiscal years ended September 30, 1997, 1996 and 1995. The pro
forma combination has been accounted for using a partial "pooling of interests"
and a partial "purchase" method of accounting. The partial "purchase" method of
accounting has been used for three months ended December 31, 1997 and for the
fiscal year ended September 30, 1997. These statements should be read in
conjunction with the other unaudited pro forma condensed combined financial
statements, the accompanying notes, and the historical financial statements of
the respective companies and the related notes thereto included in the Company's
S-4. The unaudited pro forma results are not necessarily indicative of the
operating results that would have been achieved had the transactions been in
effect as of the beginning of the periods presented and should not be construed
as representative of future combined results.
<TABLE>
<CAPTION>
Three Months Ended December 31, 1997
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Pro Forma Pro Forma
Intercardia Transcell Adjustments Combined
----------------- ----------------- ------------- -----------------
<S> <C> <C> <C> <C>
Revenue:
Contract and license fee revenue ............ $ 216,934 $ 316,750 $ -- $ 533,684
Investment income ........................... 509,280 1,204 510,484
------------- ------------- -------------
Total revenue .............................. 726,214 317,954 1,044,168
------------- ------------- -------------
Costs and expenses:
Research and development .................... 1,314,973 1,340,776 2,655,749
General and administrative .................. 608,069 396,408 1,004,477
Interest expense ............................ 11,072 358,430 369,502
------------- ------------- -------------
Total costs and expenses ................... 1,934,114 2,095,614 4,029,728
------------- ------------- -------------
Net loss ..................................... $ (1,207,900) $ (1,777,660) $ -- $ (2,985,560)
============= ============= ==== =============
Net loss per common share -- basic ........... $ (0.18) $ (0.39)
============= =============
Net loss per common share -- diluted ......... $ (0.18) $ (0.39)
============= =============
Weighted average common shares
outstanding -- basic ........................ 6,766,547 7,594,433
============= =============
Weighted average common shares
outstanding -- diluted ...................... 6,766,547 7,594,433
============= =============
</TABLE>
See accompanying notes to unaudited pro forma condensed combined financial
statements.
<PAGE>
INTERCARDIA, INC. AND TRANSCELL TECHNOLOGIES, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS (continued)
<TABLE>
<CAPTION>
Fiscal Year Ended September 30, 1997
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Pro Forma Pro Forma
Intercardia Transcell Adjustments Combined
------------------ ----------------- ------------- ------------------
<S> <C> <C> <C> <C>
Revenue:
Contract and license fee revenue ............ $ 4,042,816 $ 1,316,750 $ -- $ 5,359,566
Investment income ........................... 2,110,269 3,285 2,113,554
---------------- ----------------- ------------------
Total revenue .............................. 6,153,085 1,320,035 7,473,120
---------------- ----------------- ------------------
Costs and expenses:
Research and development .................... 14,263,590 5,708,625 19,972,215
Purchase of in-process research and
development ................................ 410,608 -- 410,608
General and administrative .................. 2,098,823 2,079,813 4,178,636
Interest expense ............................ 26,873 1,255,615 1,282,488
---------------- ----------------- ------------------
Total costs and expenses ................... 16,799,894 9,044,053 25,843,947
---------------- ----------------- ------------------
Loss before minority interest ................ (10,646,809) (7,724,018) (18,370,827)
Minority interest ............................ 568,068 -- 568,068
---------------- ----------------- ------------------
Net loss ..................................... $ (10,078,741) $ (7,724,018) $ -- $ (17,802,759)
============== ============= ==== ==============
Net loss per common share -- basic ........... $ (1.49) $ (2.35)
============== ==============
Net loss per common share -- diluted ......... $ (1.49) $ (2.35)
============== ==============
Weighted average common shares
outstanding -- basic ........................ 6,750,611 7,578,497
============== ==============
Weighted average common shares
outstanding -- diluted ...................... 6,750,611 7,578,497
============== ==============
</TABLE>
See accompanying notes to unaudited pro forma condensed combined financial
statements.
<PAGE>
INTERCARDIA, INC. AND TRANSCELL TECHNOLOGIES, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS (continued)
<TABLE>
<CAPTION>
Fiscal Year Ended September 30, 1996
-----------------------------------------------------------------
Pro Forma Pro Forma
Intercardia Transcell Adjustments Combined
--------------- ----------------- ------------- -----------------
<S> <C> <C> <C> <C>
Revenue:
Contract and license fee revenue ..................... $ 5,009,000 $ 338,650 $ --- $ 5,347,650
Investment income .................................... 1,342,088 869 1,342,957
----------- ------------- -------------
Total revenue ....................................... 6,351,088 339,519 6,690,607
----------- ------------- -------------
Costs and expenses:
Research and development ............................. 2,317,904 2,958,373 5,276,277
Purchase of in-process research and
development ......................................... 350,000 -- 350,000
General and administrative ........................... 1,862,248 1,533,304 3,395,552
Interest expense ..................................... 33,003 590,219 623,222
----------- ------------- -------------
Total costs and expenses ............................ 4,563,155 5,081,896 9,645,051
----------- ------------- -------------
Income (loss) before minority interest ................ 1,787,933 (4,742,377) (2,954,444)
Income taxes .......................................... (37,000) (37,000)
Minority interest ..................................... (568,068) (568,068)
----------- ------------- -------------
Net income (loss) ..................................... $ 1,182,865 $ (4,742,377) $ --- $ (3,559,512)
=========== ============= ===== =============
Net income (loss) per common share -- basic ........... $ 0.20 $ (0.55)
=========== =============
Net income (loss) per common share -- diluted ......... $ 0.20 $ (0.55)
=========== =============
Weighted average common shares
outstanding -- basic ................................. 5,871,115 6,428,150
=========== =============
Weighted average common shares
outstanding -- diluted ............................... 6,041,025 6,428,150
=========== =============
</TABLE>
<TABLE>
<CAPTION>
Fiscal Year Ended September 30, 1995
------------------------------------------------------------------------
Pro Forma Pro Forma
Intercardia Transcell Adjustments Combined
---------------- ----------------- ------------- -----------------
<S> <C> <C> <C> <C>
Revenue:
Contract and license fee revenue ............ $ 304,331 $ -- $ 304,331
Investment income ........................... $ 61,663 28,191 89,854
------------ ------------- -------------
Total revenue .............................. 61,663 332,522 394,185
------------ ------------- -------------
Costs and expenses:
Research and development .................... 2,003,663 3,123,414 5,127,077
General and administrative .................. 581,982 1,481,381 2,063,363
Interest expense ............................ 930 295,670 296,600
------------ ------------- -------------
Total costs and expenses ................... 2,586,575 4,900,465 7,487,040
------------ ------------- -------------
Net loss ..................................... $ (2,524,912) $ (4,567,943) $ -- $ (7,092,855)
============ ============= ==== =============
Net loss per common share -- basic ........... $ (0.60) $ (1.49)
============ =============
Net loss per common share -- diluted ......... $ (0.60) $ (1.49)
============ =============
Weighted average common shares
outstanding -- basic ........................ 4,192,621 4,749,656
============ =============
Weighted average common shares
outstanding -- diluted ...................... 4,192,621 4,749,656
============ =============
</TABLE>
See accompanying notes to unaudited pro forma condensed combined financial
statements.
<PAGE>
INTERCARDIA, INC. AND TRANSCELL TECHNOLOGIES, INC.
NOTES TO UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL STATEMENTS
A. Accounting for the Merger
The acquisition of Interneuron's ownership interest in Transcell will be
recorded in a manner similar to a "pooling of interests" because Intercardia
and Transcell are under common control. The acquisition of the non-Interneuron
ownership interest in Transcell will be recorded using the "purchase" method of
accounting. Accordingly, Intercardia will record the portion of the assets and
liabilities of Transcell owned by Interneuron at their historical values.
Intercardia will record the portion of the assets and liabilities of Transcell
owned by stockholders other than Interneuron at their fair value as of the date
of the Merger. The historical financial statements of Intercardia will be
restated to include the accounts and results from operations of Transcell since
Transcell's inception, October 21, 1991.
B. Pro Forma Adjustments
The following pro forma adjustments are based on available information and
certain estimates and assumptions. Therefore, it is likely that the actual
adjustments will differ from the pro forma adjustments.
Balance Sheets
(a) Represents the contribution to Transcell's capital of debt owed by
Transcell to Interneuron, which was $14,296,343 as of December 31, 1997.
(b) Represents the assumption by Interneuron of certain Transcell accrued
expenses totaling $1,213,000 as of December 31, 1997.
(c) Represents the elimination of Transcell's common and preferred stock.
(d) Represents the estimated charge to operations for common stock to be
issued for purchase of in-process research and development from Transcell
stockholders other than Interneuron.
(e) Represents estimate of charges to operations for out-of-pocket costs
associated with the Merger after December 31, 1997.
(f) Represents value of stock options granted by Transcell to consultants
in February 1998. This adjustment is included as the option grants are
contingent upon the closing of the Merger. This amount will be charged to
operations as the options vest over the two years subsequent to the date of
grant.
(g) Represents the par value of the 174,672 shares of Intercardia common
stock to be issued at the Closing of the Merger to Interneuron in exchange for
certain Transcell-related technology rights and lease guarantees.
Intercompany Transactions
For all periods presented, intercompany transactions between the Company
and Transcell were not material.
Purchase of In-Process Research and Development
The portion of the purchase price in excess of the fair value of the
tangible assets acquired related to the acquisition of the non-Interneuron
ownership interest of Transcell has been allocated to Transcell technology
rights. However, because feasibility of the technology has not yet been
established and the technology has no alternative future use, the amount
allocated to this technology will be charged to operations in the fiscal year
in which the Merger is completed.
<TABLE>
<S> <C>
Value of Intercardia common stock to be issued to
stockholders other than Interneuron ...................... $4,439,255
Value of replacement stock options and warrants
to be issued at Closing to stockholders other
than Interneuron ......................................... 1,835,872
----------
Total purchase price ................................... 6,275,127
Fair value of Transcell net assets acquired in the Merger. (549,304)
----------
In-process research and development .............. $5,725,823
==========
</TABLE>
The Intercardia Common Stock to be issued to Transcell stockholders other
than Interneuron was valued at $16.39, which was based on the price of
Intercardia's stock a few days before and a few days after the terms of the
Merger had been
<PAGE>
substantially negotiated. No value in excess of the carrying value of the
assets acquired related to the acquisition of the Interneuron ownership
interest has been assigned to the portion of the merger consideration paid to
Interneuron, as this portion of the transaction will be accounted for as a
pooling of interests, since the entities were under common control.
C. Pro Forma Net Loss Per Share
Pro forma net loss per share is computed by dividing the pro forma net loss
by the pro forma weighted average shares outstanding for the period presented.
The outstanding capital stock of Transcell was converted into Intercardia Common
Stock using the Intercardia Stock Price at the closing of the Merger of $17.175,
but assuming the Intercardia Common Stock to be issued to Transcell stockholders
other than Interneuron was valued at $16.39, which was based on the price of
Intercardia's stock a few days before and a few days after the terms of the
Merger had been substantially negotiated. Stock options and warrants are
excluded from these computations if their effect is antidilutive. The pro forma
weighted average shares outstanding for the three months ended December 31, 1997
and for the fiscal year ended September 30, 1997 include the shares issued to
both Interneuron and the non-Interneuron stockholders for their respective
ownership interests in Transcell as the three months ended December 31, 1997 and
the fiscal year ended September 30, 1997 include the pro forma effect of the
acquisition of the non-Interneuron stockholders accounted for under the
"purchase" method of accounting and the pro forma effect of the acquisition of
the Interneuron ownership interest accounted for under the "pooling of
interests" method of accounting. The pro forma weighted average shares
outstanding for the fiscal years ended September 30, 1996 and 1995 include only
the shares issued to Interneuron for their ownership interest in Transcell.
(c) Exhibits.
2.1* Agreement and Plan of Merger dated as of March 2,1998, by
and among the Registrant, Transcell and Interneuron.
2.2 Waiver and Consent Agreement dated as of May 8, 1998 by and
among the Registrant, Transcell and Interneuron.
23.1 Consent of Coopers & Lybrand L.L.P. (Boston).
---------------------
* Previously filed with the Form 8-K dated March 16, 1998
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 hereunto duly authorized.
INTERCARDIA, INC.
/s/ Clayton I. Duncan
Date: May 11, 1998 -----------------------------
Clayton I. Duncan,
Chief Executive Officer
(Principal Executive Officer)
<PAGE>
INDEX TO EXHIBITS
2.1* Agreement and Plan of Merger dated as of March 2,1998, by and among the
Registrant, Transcell and Interneuron.
2.2 Waiver and Consent Agreement dated as of May 8, 1998 by and among the
Registrant, Transcell and Interneuron.
- -----------------------
* Previously filed with the Form 8-K dated March 16, 1998.
WAIVER AND CONSENT AGREEMENT
This Waiver and Consent Agreement is entered into this 8th day of May
1998 by and among Intercardia, Inc., a Delaware corporation ("Intercardia"),
Transcell Technologies, Inc., a Delaware corporation ("Transcell") and
Interneuron Pharmaceuticals, Inc., a Delaware corporation ("Interneuron").
WHEREAS, Intercardia, Transcell and Interneuron entered into that
certain Agreement and Plan of Merger ( the "Merger Agreement") dated March 2,
1998; and
WHEREAS, Intercardia, Transcell and Interneuron desire to enter into
this Agreement in order to reflect certain consents, waivers and agreements
prior to the Closing;
NOW, THEREFORE, in consideration of the mutual premises and agreements
contained herein and other consideration, the value and sufficiency of which is
hereby agreed and acknowledged by each party, the parties agree as follows:
1. Section 7.14 of the Merger Agreement is hereby amended to read in
its entirety as follows:
"7.14 SEC Filings and Transaction Costs. Intercardia, Interneuron
and Transcell shall cooperate to assist Intercardia in preparing
and filing an Intercardia registration statement (including the
Statement) with the SEC. Each party shall pay its own legal,
accounting, valuation and other costs associated with this
transaction, but any transaction costs incurred by Transcell which
are not paid prior to Closing will be paid by or reimbursed by
Interneuron. Interneuron shall fund all of Transcell's operating
costs through closing, provided however, without Interneuron's
approval, Interneuron's cumulative average monthly net funding
requirements from October 1, 1997 until Closing shall not exceed
$700,000 per month plus any payments made for costs incurred in
connection with this Merger. Any excess (the "Excess Accounts
Payable") in Transcell's open accounts payable over $463,497.01
(the "Capital Lease Amount") that has not been paid within thirty
days of the invoice date, calculated in accordance with GAAP will
serve to reduce the amount of book cash balance to be wired to
Interneuron at or prior to closing. Any and all payments due on all
other Transcell liabilities shall be paid when due and shall be
current as of Closing. Interneuron shall reimburse Intercardia for
any actual amounts which, as of Closing, exceed these accounts
payable and liability
<PAGE>
provisions, and Intercardia shall reimburse Interneuron for the
amount, if any, by which the Capital Lease Amount exceeds the
actual amount of Transcell open accounts payable as of Closing that
have not been paid within thirty days of the invoice date."
2. Subject to the terms and conditions hereof, Intercardia hereby
waives the conditions to its obligations to effect the Merger set
forth in Sections 8.2(b) and (h) with respect to the obligation of
Transcell to perform its obligation under the fourth sentence of
Section 7.14 of the Merger Agreement, to the extent set forth in
Section 1 hereof.
3. In consideration of the consents, waivers and agreements contained
herein, Transcell and Interneuron agree that Transcell shall not,
prior to the Closing, obtain additional financing on fixed assets
in the amount of the Capital Lease Amount, which the parties
previously contemplated that Transcell would obtain.
4. The parties acknowledge that Transcell has wire transferred its
book cash balance as of the close of business of May 7, 1998 less
the Excess Accounts Payable (approximately $13,000) to
Interneuron.
5. Each of Intercardia and Interneuron agrees to cooperate to make
payments to the other to adjust any amounts or obligations
hereunder to actual amounts as soon as practicable but in no event
later than 60 days after the date hereof, unless otherwise agreed
in writing by Interneuron and Intercardia. Furthermore, the parties
agree to cooperate with one another to effect the purposes of this
Agreement, including with respect to the matters set forth on a
schedule relating to the subject matter of this Agreement
previously prepared by the parties.
6. All capitalized terms used and not otherwise defined herein shall
have the respective meanings set forth in the Merger Agreement.
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Waiver and
Consent Agreement as of the date first set forth above.
INTERCARDIA, INC.
/s/ Clayton I. Dunran
----------------------------
Clayton I. Dunran
President and
Chief Executive Officer
TRANSCELL TECHNOLOGIES, Inc.
/s/ Glenn L. Cooper, M.D.
----------------------------
Glenn L. Cooper, M.D.
President and
Chief Executive Officer
INTERNEURON PHARMACEUTICALS, INC.
/s/ Thomas Farb
---------------------------
Thomas Farb
Executive Vice President and
Chief Financial Officer
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Current Report on Form 8-K
of our report dated October 23, 1997, except as to the information presented in
Note 10, for which the date is February 12, 1998, on our audit of the financial
statements of Transcell Technologies, Inc. (a Development Stage Company) as of
September 30, 1997 and 1996, and for the three years in the period ended
Setpember 30, 1997, and for the period October 21, 1991 (date of inception) to
September 30, 1997, appearing in the registration statement on Form S-4 (SEC
File No. 333-49539) of Intercardia, Inc. filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933.
/s/ Coopers & Lybrand L.L.P.
Boston, Massachusetts
May 13, 1998
