-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TItzrYKPGH1TNABvaFXSxT8edV+cNUmXPrmys8P/A+cjnJIhe4T6yeUREMxmCrkJ g8oR/3kGJE1MwfhDjAffrQ== 0000912057-96-026379.txt : 19961118 0000912057-96-026379.hdr.sgml : 19961118 ACCESSION NUMBER: 0000912057-96-026379 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19961114 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMMUNEX CORP /DE/ CENTRAL INDEX KEY: 0000719529 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 510346580 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-12406 FILM NUMBER: 96664213 BUSINESS ADDRESS: STREET 1: 51 UNIVERSITY ST CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 2065870430 MAIL ADDRESS: STREET 1: 51 UNIVERSITY STREET CITY: SEATLE STATE: WA ZIP: 98101 10-Q 1 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996 ( ) 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 0-12406 IMMUNEX CORPORATION (exact name of registrant as specified in its charter) WASHINGTON 51-0346580 - -------------------------------- ------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 51 University Street, Seattle, WA 98101 (Address of principal executive offices) Registrant's telephone number, including area code (206) 587-0430 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 ----- ----- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock, $.01 par value 39,602,225 ------------------------------ --------------------------------- Class Outstanding at November 7, 1996 IMMUNEX CORPORATION QUARTERLY REPORT ON FORM 10-Q SEPTEMBER 30, 1996 TABLE OF CONTENTS Page No. ---------- PART I. FINANCIAL INFORMATION 3 Item 1. Financial Statements: a) Consolidated Balance Sheets - September 30, 1996 and December 31, 1995 4 b) Consolidated Statements of Operations - for the three-month periods ended September 30, 1996 and September 30, 1995 5 c) Consolidated Statements of Operations - for the nine-month periods ended September 30, 1996 and September 30, 1995 6 d) Consolidated Statements of Cash Flows - for the nine-month periods ended September 30, 1996 and September 30, 1995 7 e) Notes to Consolidated Financial Statements 8-9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10-13 PART II. OTHER INFORMATION Item 1. Legal Proceedings 14 Item 6. Exhibits and Reports on Form 8-K 14 SIGNATURES 15 2 PART I. FINANCIAL INFORMATION FORWARD-LOOKING STATEMENTS This document includes certain forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The words "believes," "anticipates", "expects" and similar expressions are intended to identify such forward-looking statements. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated by the statements made by the Company. Factors which could affect the Company's financial results are described in Management's Discussion and Analysis and in the Company's latest Annual Report on Form 10-K filed with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. 3 Item 1. FINANCIAL STATEMENTS IMMUNEX CORPORATION CONSOLIDATED BALANCE SHEETS (in thousands) September 30, December 31, 1996 1995 ------------- ------------ (unaudited) ASSETS Current assets: Cash and cash equivalents $ 38,276 $ 20,437 Accounts receivable, net 20,333 20,697 Inventories 8,280 8,302 Other assets 4,705 979 ------------- ------------ Total current assets 71,594 50,415 Property, plant and equipment, net 81,975 87,540 Investment 10,779 2,353 Other assets 31,762 33,729 ------------- ------------ $196,110 $174,037 ------------- ------------ ------------- ------------ LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 17,830 $ 21,660 Accrued compensation and related items 5,128 8,397 Current portion of long-term debt 528 715 Other liabilities 996 2,013 ------------- ------------ Total current liabilities 24,482 32,785 Long-term liabilities 4,365 4,609 Shareholders' equity: Common stock, $.01 par value 634,398 592,470 Guaranty payment receivable from AHP (41,923) (45,288) Unrealized gain on investments available-for sale 8,426 -- Accumulated deficit (433,638) (410,539) ------------- ------------ Total shareholder's equity 167,263 136,643 ------------- ------------ $196,110 $174,037 ------------- ------------ ------------- ------------ 4 Item I. FINANCIAL STATEMENTS (continued) IMMUNEX CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) (unaudited) Three months Three months ended ended September 30, September 30, 1996 1995 ------------- ------------- Revenues: Product sales $ 30,334 $33,464 Royalty and contract revenue 3,023 4,132 ------------- ------------ 33,357 37,596 Operating expenses: Cost of product sales 4,920 5,607 Research and development 22,251 21,124 Selling, general and administrative 17,425 13,506 ------------- ------------ 44,596 40,237 Operating loss (11,239) (2,641) Other income (expense): Interest income 616 336 Interest expense (45) (92) Other income (expense), net 25 16 ------------- ------------ 596 260 ------------- ------------ Loss before income taxes (10,643) (2,381) Provision for income taxes 7 79 ------------- ------------ Net loss $(10,650) $(2,460) ------------- ------------ ------------- ------------ Net loss per common share $ (.27) $ (.06) ------------- ------------ ------------- ------------ Number of shares used for per share amounts 39,602 39,602 ------------- ------------ ------------- ------------ 5 Item I. FINANCIAL STATEMENTS (continued) IMMUNEX CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) (unaudited) Nine months Nine months ended ended September 30, September 30, 1996 1995 ------------- ------------ Revenues: Product sales $ 97,631 $103,107 Royalty and contract revenue 19,093 12,614 ------------- ------------ 116,724 115,721 Operating expenses: Cost of product sales 16,531 18,523 Research and development 72,557 62,389 Selling, general and administrative 52,160 43,036 ------------- ------------ 141,248 123,948 Operating loss (24,524) (8,227) Other income (expense): Interest income 1,705 858 Interest expense (197) (1,019) Other income (expense), net 36 (480) ------------- ------------ 1,544 (641) ------------- ------------ Loss before income taxes (22,980) (8,868) Provision for income taxes 119 198 ------------- ------------ Net loss $(23,099) $ (9,066) ------------- ------------ ------------- ------------ Net loss per common share $ (.58) $ (.23) ------------- ------------ ------------- ------------ Number of shares used for per share amounts 39,602 39,586 ------------- ------------ ------------- ------------ 6 Item I. FINANCIAL STATEMENTS (continued) IMMUNEX CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited) Nine months Nine months ended ended September 30, September 30, 1996 1995 ------------- ------------ Cash flows from operating activities: Net loss $(23,099) $ (9,066) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 11,476 11,997 Accounts receivable 364 (3,448) Inventories 22 2,892 Accounts payable, accrued compensation and other current liabilities (7,970) (301) Other current assets (3,266) 872 ------------- ------------ Net cash provided by (used in) operating activities (22,473) 2,946 ------------- ------------ Cash flows from investing activities: Purchases of property, plant and equipment (3,585) (3,760) Proceeds from sales and maturities of securities available-for-sale -- 9,897 Other (965) (340) ------------- ------------ Net cash provided by (used in) investing activities (4,550) 5,797 ------------- ------------ Cash flows from financing activities: Guaranty payments received from AHP 45,288 35,768 AHP line of credit -- (34,000) Construction loan pay-off -- (10,600) Other (426) (418) ------------- ------------ Net cash provided by (used in) financing activities 44,862 (9,250) ------------- ------------ Net increase (decrease) in cash and cash equivalents 17,839 (507) Cash and cash equivalents, beginning of period 20,437 14,818 ------------- ------------ Cash and cash equivalents, end of period $38,276 $14,311 ------------- ------------ ------------- ------------ 7 NOTE 1. BASIS OF PRESENTATION The consolidated financial statements included herein have been prepared by Immunex Corporation without audit, according to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations. The financial statements reflect, in the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position and results of operations as of and for the periods indicated. The statements should be read in conjunction with the financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 1995. The results of operations for the nine-month period ended September 30, 1996, are not necessarily indicative of results to be expected for the entire year ending December 31, 1996. NOTE 2. ACCOUNTING POLICIES INVENTORIES Inventories are stated at the lower of cost, using a weighted-average method, or market. The components of inventories are as follows (in thousands): September 30, December 31, 1996 1995 ------------- ------------ Raw materials $1,309 $1,295 Work in process 2,949 3,947 Finished goods 4,022 3,060 ------------- ------------ Totals $8,280 $8,302 ------------- ------------ ------------- ------------ INVESTMENT The Company has an ownership interest in Targeted Genetics Corporation ("TGC"), a biotechnology company engaged in developing human gene therapy products for the treatment of acquired and inherited diseases. In June 1996, TGC completed an offering of common stock and issued additional shares of common stock pursuant to a merger. The issuance of the additional shares of stock reduced Immunex's ownership interest from 21 percent to 13 percent. As a result of the decrease in ownership percentage, Immunex was required to change from the equity method of accounting for its investment in TGC to the provisions of Statement of Financial Accounting Standards no. 115, "Accounting for Certain Investments in Debt and Equity Securities." Accordingly, the Company's investment in TGC is recorded at market value and the unrealized gain of $8.4 million is reflected as a component of shareholders' equity on the Company's balance sheet. 8 NOTE 3. CONTINGENT LIABILITIES On November 1, 1996, the Company announced that it had agreed with Cistron Biotechnology, Inc. ("Cistron") to settle all of Cistron's claims against the Company and two former officers of Immunex. The settlement was negotiated with the assistance of United States District Court Judge William L. Dwyer, who presided over the case. This litigation, first filed in September 1993 and consolidated in the U.S. District Court in Seattle, was based on claims by Cistron that Immunex and the former officers misappropriated certain Cistron proprietary information regarding interleukin-1 beta ("IL-1B") in 1984. Cistron's claims included misappropriation of trade secrets, unfair competition, breach of contract, and breach of a confidential relationship. The terms of the settlement include payments by the defendants over a four year period totaling $21 million. The first payment, $11 million, will be made in November 1996, to be followed by three successive annual payments of $3 million in November 1997, 1998 and 1999, and a final $1 million payment in November 2000. Immunex will also assign certain IL-1B patents to Cistron. Under the terms of the settlement, neither Immunex nor Steven Gillis and Christopher S. Henney, the former officers, concede or admit any liability or wrongdoing. The court made no determination of the merits of any allegations and under the terms of the settlement all claims are dismissed with prejudice. Cistron had sought damages of $26 to $67 million, plus exemplary damages and attorneys' fees under Washington law. Immunex is pursuing claims against its director's and officer's liability insurers for up to $10 million of the amounts to be paid in settlement. The insurers have disputed the coverage available under the applicable policies and there can be no assurance that Immunex will recover the amounts sought. Immunex will record a charge of approximately $18 million to its 1996 earnings, representing the discounted value of its obligations under the settlement. The charge does not reflect any provision for amounts that may be recoverable under insurance policies. 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS OVERVIEW Operating expenses have increased during the three and nine-month periods ended September 30, 1996 versus the comparable 1995 periods, reflecting increased investment in the Company's research and development effort and expenditures related to selling, marketing and legal activities. Concurrently, product sales and other operating revenues, in total, have not increased from 1995 levels. As a result, the net loss has increased to $10.7 million and $23.1 from $2.5 million and $9.1 million for the comparable three and nine months ended September 30, 1996 and 1995, respectively. REVENUES Product sales totaled $30.3 million and $97.6 million during the three and nine months ended September 30, 1996, respectively, compared to $33.5 million and $103.1 million during the same periods in 1995. Net sales of LEUKINE-Registered Trademark- (sargramostim) totaled $9.2 million for the current quarter, compared to $10.1 million in the third quarter of 1995. Sales of LEUKINE in the third quarter declined due to the effect of the sales launch of a new package configuration in the second quarter of 1996. Sales to distributors were greater than normal during the second quarter as they built up inventories of the new package. For the nine months ended September 30, 1996, sales of LEUKINE have increased, compared to 1995 levels. Net LEUKINE sales increased to $33.0 million versus $30.5 million for the nine-month periods ended September 30, 1996 and 1995, respectively. Sales of NOVANTRONE-Registered Trademark- (mitoxantrone) declined during both the three and nine-month periods ended September 30, 1996, totaling $9.9 million and $27.7 million, respectively, compared to $10.8 million and $31.3 million in the respective 1995 periods. Following a decline in NOVANTRONE sales during the first quarter of 1996, sales have returned to near historical levels, totaling $9.9 million in both the second and third quarters of 1996. Sales of leucovorin calcium have declined from 1995 sales levels and are expected to continue to decrease as a result of increased generic competition. The decline has been partially mitigated by bulk sales of leucovorin calcium during both the first and second quarter of 1996. The Company received approval to market a liquid formulation of LEUKINE from the U.S. Food and Drug Administration on November 7, 1996 and continues to make progress towards the approval of NOVANTRONE in treatment of advanced prostate cancer. There can be no assurances as to the likelihood or timing of the NOVANTRONE approval, or the impact, if any these approvals may have on future product sales. 10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED For the three months ended September 30, 1996 and 1995, royalty and contract revenue totaled $3.0 million and $4.1 million, respectively. The decrease in the comparable periods reflects a decline in contract manufacturing activity. Beginning in the second quarter of 1996, the Company has focused much of its manufacturing resources towards the scale-up and production of tumor necrosis factor receptor ("TNFR"), a product entering phase III clinical trials, in order to meet its clinical needs. As a result, certain manufacturing resources have not been, nor are they expected to be, available for contract manufacturing services. For the nine-month period ended September 30, 1996, royalty and contract revenue increased 51% to $19.1 million, compared to $12.6 million for the 1995 nine-month period. A substantial increase in license fee income during the nine-months ended September 30, 1996 is the primary reason for the increase. The Company entered into several new license agreements during the current year, generating license fee income of $4.8 million and has earned an additional $5.0 million under existing license agreements with American Home Products Corporation ("AHP"). In July 1996, the Company and AHP revised one of these agreements that related to development of TNFR. Under the previous agreement, AHP was contributing $1.0 million per quarter through 1997 to support development of TNFR. As a result of the revised agreement, these payments ceased effective July 1, 1996. Under the new agreement, Immunex and AHP are sharing, on an equal basis, the costs of developing TNFR in North America and Europe. OPERATING EXPENSES Cost of product sales was $4.9 million, or 16.2% of product sales and $5.6 million or 16.8% of product sales for the quarters ended September 30, 1996 and 1995, respectively. For the nine months ended September 30, 1996 and 1995, cost of product sales was $16.5 million, or 16.9% of product sales and $18.5 million, or 18.0% of product sales, respectively. The decrease in the cost of sales percentage for both the 1996 three and nine-month periods is due primarily to a decrease in period manufacturing costs charged to cost of goods sold during the current year periods, partially offset by declining profit margins on sales of leucovorin calcium. As noted above, leucovorin calcium has experienced increased generic competition in the current year, resulting in declining average selling prices. Other factors contributing to the decrease in the cost of sales percentage for the comparable 1996 and 1995 nine-month periods include the cost of the bulk sales of leucovorin calcium, discussed above, and the launch of THIOPLEX-Registered Trademark- (thiotepa for injection) in early 1995. THIOPLEX, which replaced thiotepa during the first quarter of 1995, has a lower production cost than thiotepa. Research and development expense increased to $22.3 million from $21.1 million and to $72.6 million from $62.4 million for the three and nine months ended September 30, 1996 and 1995, respectively. The increase reflects a significant expansion of clinical studies and investments in large-scale manufacturing for the TNFR program. In spite of promising early results on TNFR, there remain major tasks that must be accomplished before the product can be commercialized. These tasks include successfully manufacturing product to conduct phase III trials, completing such trials to permit regulatory filing on a competitive basis and scaling-up TNFR production to commercial quantities. Delays in completing these tasks could delay the development program for TNFR. Since there are other companies developing TNF inhibitors for rheumatoid arthritis, delays could adversely affect the Company's ability to gain market share in a competitive market. In addition, LEUKINE and NOVANTRONE development and clinical expenditures have increased during 1996 in pursuit of new indications. Obligations under third party collaborative funding agreements, excluding the AHP research and development agreements as discussed below, increased for the comparable 1995 and 1996 nine-month periods, from $2.6 million to $3.6 million, respectively. Expenses under these agreements for the third quarter of 1996 approximated the 1995 third quarter amount. 11 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED In July 1996, Immunex and AHP amended their agreements related to research and development of new oncology products and development of TNFR. Under the terms of the superseded research and development agreement, the Company was obligated to contribute $26.1 million in 1996, up to $38.3 million in 1997 and 50% of AHP's oncology research and development expenses thereafter. Under the revised agreement, Immunex will be funding 50% of AHP's oncology discovery research expenditures, up to a maximum amount of $16 million per year (adjusted annually for inflation after 1996) and has the option to elect which products it will continue to support beyond the discovery stage. Effective July 1, 1996, Immunex's funding of AHP's oncology research program decreased from $6.5 million per quarter for the first two quarters of 1996 to $4.0 million in the third quarter of 1996. For the three and nine months ended September 30, 1995, expenses incurred under the superseded research and development agreement totaled $4.0 million and $11.9 million, respectively. As noted above, Immunex and AHP have also agreed to equally share the costs of developing TNFR in North America and Europe. As a result of this agreement, the costs for development of TNFR are net of AHP's third quarter 1996 obligation to Immunex under the cost sharing agreement, totaling approximately $1.4 million. Selling, general and administrative expense for the three and nine months ended September 30, 1996 was $17.4 million and $52.2 million, respectively, compared to $13.5 million and $43.0 million for the same 1995 three and nine month-periods. The increase in expense levels for both the three and nine months ended September 30, 1996 is due primarily to expenditures to support selling and marketing activities related to the Company's existing product line. In addition, the Company has incurred increased recruiting, relocation and training costs related to its sales force. In January 1996, following AHP's November 1995 offer to buy all outstanding shares of the Company's common stock, the Company experienced excessive turnover of field sales personnel. It has taken much of the year to staff, train and integrate the newly hired sales representatives into the field. The 1996 expense level includes charges related to two separate events. During the first quarter of 1996, the Company incurred expenses of $1.5 million related to the adoption of certain employee retention programs, investment banking, legal and other fees following AHP's offer to buy all outstanding shares of the Company's common stock. The offer was subsequently rejected by a special committee of Immunex's board of directors. In the third quarter of 1996, severance payments under an employment agreement totaling approximately $1.0 million were made to a former officer of the Company. Other cost increases include legal defense costs associated with litigation between the Company and Cistron Biotechnology, Inc. and expanded investment in information technologies. OTHER INCOME (EXPENSE) Other income (expense) improved during both the comparable three and nine-month periods ended September 30, 1996 and 1995, due to increased interest income combined with decreased interest expense. Following the receipt of $35.8 million from AHP in March 1995, as settlement of the 1994 revenue shortfall obligation, the Company paid the $34.0 million outstanding balance on its loan with AHP and made the final $10.6 million payment on its construction loan. Other income (expense) during the nine months ended September 30, 1995 includes losses from the Company's equity investment in Targeted Genetics Corporation ("TGC"). In June 1996, TGC completed an offering of common stock and issued additional shares of common stock pursuant to a merger. The dilution of Immunex's ownership percentage resulted in a change in accounting for its investment in TGC and as a result, the Company is no longer required to recognize its share of TGC's losses. 12 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED LIQUIDITY AND CAPITAL RESOURCES Cash and cash equivalents totaled $38.3 million and $20.4 million at September 30, 1996 and December 31, 1995, respectively. During the nine months ended September 30, 1996, the Company utilized its cash reserves to fund operating activities and investments in property, plant and equipment. Operating activities used cash of $22.5 million for the first nine months of 1996, reflecting an increase in the net loss, payments on outstanding liabilities, insurance prepayments and prepayments under the AHP research agreement. Investments in property, plant and equipment utilized an additional $3.6 million. In March 1996, the Company received $45.3 million from AHP as settlement of the 1995 revenue shortfall obligation. The Company expects to receive an additional $56 million and $60 million under this agreement in 1997 and 1998, respectively. The Company is currently evaluating certain property in the vicinity of its corporate headquarters for possible development and relocation of its corporate offices and research facilities. The Company has an option on the property and has performed initial environmental impact and other site studies. The option to acquire this property has been extended and the decision whether to move forward with the acquisition has been delayed until the first quarter of 1997. Operating activities are expected to result in the continued use of cash. Existing cash reserves are believed to be sufficient to support the Company's operating requirements, planned capital expenditures and payment commitments related to settlement of litigation for the remainder of 1996. SUBSEQUENT EVENTS On November 1, 1996, the Company announced it had agreed to settle all of Cistron's claims against the Company and two former officers. See Notes to the Consolidated Financial Statements for a description of the settlement of litigation between Immunex and Cistron. 13 PART II. OTHER INFORMATION Item 1. LEGAL PROCEEDINGS See Notes to the Consolidated Financial Statements for a description of the status of litigation between Immunex and Cistron Biotechnology, Inc. The description of additional legal proceedings is incorporated by reference to Item 3 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995. Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS None (b) REPORTS ON FORM 8-K A current report on Form 8-K dated July 1, 1996, was filed with the Securities and Exchange Commission reporting that the Board of Directors of Immunex Corporation had approved the terms of revised and amended research agreements among Immunex, American Cyanamid Company ("Cyanamid") and AHP. Following such approval, Immunex, Cyanamid and AHP entered into a new Research Agreement effective July 1, 1996, which terminates and replaces the Research and Development Agreement between Immunex and Cyanamid dated as of June 1, 1993. Effective July 1, 1996 Immunex and AHP also entered into a new TNFR License and Development Agreement and amended the Immunex New Oncology Product License Agreement between Immunex and Cyanamid dated June 1, 1993. 14 SIGNATURES Pursuant to 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. IMMUNEX CORPORATION Date: November 8, 1996 /s/ Edward V. Fritzky ----------------------- ---------------------------- Edward V. Fritzky, Chairman and Chief Executive Officer (Principal Executive Officer) Date: November 8, 1996 /s/ Douglas G. Southern ----------------------- ---------------------------- Douglas G. Southern, Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) 15 EX-27 2 EXHIBIT 27
5 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 1996, AND THE CONSOLIDATED STATEMENT OF OPERATIONS FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 9-MOS DEC-31-1996 JAN-01-1996 SEP-30-1996 38,276 0 16,489 667 8,280 71,594 117,002 35,027 196,110 24,482 0 634,398 0 0 (467,135) 196,110 97,631 116,724 16,531 141,248 36 130 197 (22,980) 119 (23,099) 0 0 0 (23,099) (.58) (.58)
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