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BioCryst Pharmaceuticals, Inc.

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FY1997 Annual Report · BioCryst Pharmaceuticals, Inc.
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UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION 
Washington, D.C. 20549 

FORM 10-K 

|X| Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the fiscal year ended December 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 000-23186 

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

                DELAWARE                                 62-1413174 
     (State of other jurisdiction of        (I.R.S. employer identification 
no.) 
     incorporation or organization) 

2190 Parkway Lake Drive; Birmingham, Alabama 35244 

(Address and zip code of principal executive offices) 

(205) 444-4600 
(Registrant's telephone number, including area code) 

Securities registered pursuant to Section 12(b) of the Act: 

Title of each class Name of each exchange on which registered None None 

Common Stock, $.01 Par Value 

Securities registered pursuant to Section 12(g) of the Act: 

Title of each class 

Indicate by a 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 by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be 
contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 
10-K or any amendment to this Form 10-K | |. 

While it is difficult to determine the number of shares owned by non-affiliates, the Registrant estimates that the aggregate market value of the 
Common Stock on March 22, 1998 (based upon the closing price shown on the Nasdaq National Market on March 20, 1998) held by 
non-affiliates was approximately $77,526,188. For this computation, the Registrant has excluded the market value of all shares of its Common 
Stock reported as beneficially owned by officers, directors and certain significant stockholders of the Registrant. Such exclusion shall not be 
deemed to constitute an admission that any such stockholder is an affiliate of the Registrant. 

The number of shares of Common Stock, par value $.01, of the Registrant outstanding as of March 22, 1998 was 13,940,210 shares. 

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DOCUMENTS INCORPORATED BY REFERENCE 

None. 

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ITEM 1. BUSINESS 

General 

PART I 

BioCryst Pharmaceuticals, Inc. ("BioCryst" or the "Company") is an emerging pharmaceutical company using structure-based drug design to 
discover and design novel, small-molecule pharmaceutical products for the treatment of immunological and infectious diseases and disorders. 
The Company believes that structure-based drug design, by precisely designing compounds to fit the active site of target proteins, offers the 
potential for developing drugs for many indications that have improved efficacy and fewer side effects than currently marketed drugs for the 
same indications. The Company is conducting four clinical trials with its lead drug, BCX-34, including a Phase I/II trial with an oral 
formulation for cutaneous T-cell lymphoma ("CTCL"), a Phase I/II trial with an oral formulation for psoriasis, a Phase I/II trial with an oral 
formulation for HIV and a Phase I/II trial with an ointment formulation for psoriasis. BioCryst has additional drug discovery projects underway 
using its structure-based drug design technologies to develop inhibitors of influenza neuraminidase and enzymes and proteins involved in the 
complement cascade, which is implicated in several major inflammatory conditions. The Company has selected a lead compound, BCX-1470, 
for its serine protease inhibitor in its complement cascade project and is testing several neuraminidase inhibitors to further assess the 
compounds' oral activity against influenza A and influenza B. One of the elements of the Company's strategic plan is to leverage its clinical 
progress by entering into pharmaceutical collaborations with drug companies in major world markets. BioCryst entered into an exclusive 
license agreement with Torii Pharmaceutical Co., Ltd. ("Torii"), a Japanese pharmaceutical company, for the development and 
commercialization in Japan of BCX-34 and certain other purine nucleoside phosphorylase ("PNP") inhibitor compounds. PNP is an enzyme 
believed to be involved in T-cell proliferation. 

BioCryst's lead immunological drug program targets T-cell proliferative disorders, which arise when T-cells, immune system cells that normally 
fight infection, attack normal body cells or multiply uncontrollably. These disorders are varied and include CTCL (a severe form of cancer), 
psoriasis, transplant rejection and certain autoimmune diseases. BioCryst has designed and synthesized several chemically distinct classes of 
compounds which inhibit PNP. 

The Company has completed seven Phase I clinical trials, four Phase I/II clinical trials, six Phase II clinical trials and two Phase III clinical 
trials with topical BCX-34 and has completed three Phase I trials with oral and intravenous formulations of the drug and one Phase I/II clinical 
trial with an oral formulation of the drug and is conducting three Phase I/II clinical trials with an oral formulation of BCX-34. BCX-34 has been 
tested in over 670 subjects, and no significant drug-related side effects have been observed. While the Phase III clinical trials with topical 
BCX-34 for the treatment of CTCL and psoriasis did not demonstrate statistical efficacy and resulted in cessation of further development of a 
topical cream formulation. The Company is continuing its PNP inhibitor program for the oral and ointment formulations of BCX-34. In 
addition, the Company has initiated preclinical studies using an ophthalmic formulation of BCX-34 for potential use in treating uveitis, 
Sjogren's syndrome and corneal transplant rejection. 

BioCryst's scientists include recognized world leaders in the fields of X-ray crystallography and medicinal chemistry, two core disciplines 
associated with structure-based drug design. The Company has certain collaborative arrangements with The University of Alabama at 
Birmingham ("UAB"), which has one of the leading X-ray crystallography centers in the world and has been successful in characterizing a 
significant number of medically relevant protein targets. The Company believes, based upon its scientific staff and management, the number of 
compounds it has designed and its clinical development program, that it is a leader in the practical application of structure-based drug design. 

In May 1996, the Company entered into an agreement pursuant to which it granted Torii an exclusive license, with the right to sublicense, to 
develop, manufacture and commercialize BCX-34 and certain other PNP inhibitor compounds in Japan for the treatment of rheumatoid arthritis, 
T-cell cancers (including CTCL) and atopic dermatitis. Upon entering into the agreement, Torii paid the Company $1.5 million in license fees 
and made a $1.5 million equity investment in the Company, purchasing 76,608 shares of Common Stock at a purchase price of $19.58 per 
share. A milestone payment of $1 million was paid the Company by Torii in 1997. In order for Torii to maintain its licensing rights, it is 
obligated to make payments to the Company of up to $18 million upon the achievement of specified development milestones. Torii is 
responsible for all development, regulatory and commercialization expenses in Japan and is 

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obligated to pay royalties to the Company on sales of licensed products in Japan. The agreement will remain in effect, unless earlier terminated, 
until the last to expire of any patent rights licensed under the agreement, or in the event no patents issue, for twenty years from May 31, 1996. 
The agreement is subject to termination by Torii at any time and by the Company in certain circumstances, including any material breaches of 
the agreement by Torii. Pursuant to the agreement, Torii may negotiate a license with the Company to develop BCX-34 and certain other PNP 
inhibitor compounds for additional indications. 

Products in Development 

The following table summarizes BioCryst's development projects as of February 28, 1997: 

          PROGRAM/                           INDICATION/             DELIVERY         STAGE OF 
          COMPOUND                           APPLICATION               FORM          DEVELOPMENT 
          --------                           -----------               ----          ----------- 
PNP Inhibitors (BCX-34)             CTCL                           Oral              Phase I/II 
                                    Psoriasis                      Oral              Phase I/II 
                                                                   Ointment          Phase I/II 
                                    HIV                            Oral              Phase I/II 
                                    Rheumatoid arthritis           Oral              Preclinical 
                                    Transplant rejection           Oral              Preclinical 
                                    Ophthalmic diseases and 
                                    disorders                      Ophthalmic        Preclinical 
Influenza Neuraminidase Inhibitors  Influenza                      Oral              Preclinical 
Complement Inhibitors (BCX-1470)    Cardiopulmonary bypass surgery Intravenous/Oral  Phase I 

---------- 
See  "-Government Regulation" for a description of drug development phases and 
     "Management's Discussion and Analysis of Financial Condition and Results 
of 
     Operations - Certain Factors That May Affect Future Results, Financial 
     Condition and the Market Price of Securities" for a discussion of certain 
     factors that can adversely affect the Company's drug development programs. 

PNP Inhibitors (BCX-34) 

The human immune system employs specialized cells and proteins, including cells known as T-cells and B-cells, to control infection and 
recognize and attack foreign disease-causing viruses, bacteria and parasites. The immune system can also cause diseases or disorders when it 
inappropriately identifies the body's own tissue as foreign and, among other things, produces T-cells that attack normal body cells. Such 
diseases are referred to as autoimmune diseases and include psoriasis, in which the immune system attacks skin tissue, and rheumatoid arthritis, 
in which the immune system attacks joint tissue. This immune system response also causes transplant rejection in which the T-cells of the 
immune system attack the transplanted organ or tissue. The immune system may also produce T-cells that multiply uncontrollably. T-cell 
proliferation in such cases is associated with cancers such as cutaneous T-cell lymphoma. Within the past decade, drugs have been developed 
that treat autoimmune and related diseases by selectively suppressing the immune system. However, most current immunosuppressive drugs 
have dose-limiting side effects, including severe toxicity. 

The link between T-cell proliferative disorders and the PNP enzyme was first discovered approximately 20 years ago when a patient, who was 
genetically deficient in PNP, exhibited limited T-cell activity, but reasonably normal activity of other immune functions. Since then, additional 
patients with inherited PNP deficiency have been reported. In most patients, the T-cell population was less than 20% of normal levels, often as 
low as 1-3% of normal levels. However, B-cell function was normal in approximately two-thirds of these patients. These findings suggested that 
inhibition of PNP might produce selective suppression of T-cell function without significantly impairing B-cell function. 

BioCryst has designed and synthesized several chemically distinct classes of small molecule compounds (seven of which have been patented in 
the United States) which inhibit the PNP enzyme. In in vitro preclinical studies, the Company's PNP inhibitor compounds selectively and 
potently suppressed human T-cells associated with certain T-cell proliferative disorders. One member of a patented class of PNP inhibitor 
compounds, BCX-34, which was designed and 

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developed by BioCryst, to date has undergone clinical trials as a potential treatment for a number of T-cell proliferative diseases and related 
disorders. The Company is in the clinical stage of development of an oral formulation of BCX-34 and is in the preclinical stage of development 
of an ophthalmic formulation. Additionally, the Company has an intravenous formulation for future development. An orally deliverable product 
may allow systemic application of the drug in diseases that either cannot be treated topically or can be treated more successfully with an oral 
formulation. An ophthalmic formulation in the form of eye droplets may be most suitable for treating certain ophthalmic indications as a result 
of being able to directly administer the drug to the eye. An intravenous formulation may allow more precise dosage control and direct systemic 
application into the bloodstream and may permit usage of BCX-34 where other methods of delivery may not be suitable. 

Cutaneous T-Cell Lymphoma. CTCL is a severe form of cancer which is characterized by the development of scaly patches on the skin, 
progressing to ulcers and tumors of the skin, lymph nodes and internal organs. CTCL is a chronic disease involving the proliferation of certain 
types of T-cells. According to a medical journal, approximately 1,000 new cases of CTCL are diagnosed annually in the United States. There is 
no known cure and the median survival time is approximately four years after systemic progression of the disease. Existing therapies for CTCL 
are generally considered inadequate. In October 1993, the Company obtained from the United States Food and Drug Administration (the 
"FDA") orphan drug designation for BCX-34 to treat CTCL and may qualify for accelerated review as a new drug to treat serious and 
life-threatening illnesses. 

The Company completed a Phase I oral and intravenous trial of BCX-34 in May 1995. In this trial, three CTCL patients received a single 
intravenous dose, followed a week later by a single oral dose, followed three weeks later by five-day consecutive oral dosing. This 
pharmacology study suggested that BCX-34 is well tolerated systemically and that the drug is highly bioavailable in humans. In late 1995, the 
Company initiated a Phase I/II dose escalation oral trial in CTCL and other T-cell cancer patients. This is an open label trial designed to 
provide safety and pharmacokinetic data on BCX-34 as well as provide potential efficacy data. As of December 31, 1997, 30 patients have been 
enrolled and dosed in this study, and preliminary data indicate biological activity. 

Psoriasis. Psoriasis is a common chronic and recurrent disease involving T-cells characterized by red, thick scaling of the skin, which can 
develop at any time in life. According to the National Psoriasis Foundation, it is estimated that approximately five million people suffer from 
some form of psoriasis in the United States and 150,000 to 260,000 new cases are diagnosed annually. About 10% of these cases are classified 
as "severe" and are most likely to require physician's care and drug intervention. In some cases, the condition may be accompanied by a form of 
arthritis which can be debilitating. Current therapies for psoriasis either are of limited benefit or have severe side effects. 

The Company has initiated Phase I/II clinical trials with an ointment and an oral formulation BCX-34 for the treatment of psoriasis. 

HIV. Due to the increasing number of HIV-infected people, HIV infection is a major health concern. Despite extensive research and 
development, the treatment of HIV infection remains unsatisfactory due to the toxicity or limited therapeutic benefit of currently approved 
therapies. The Centers for Disease Control and Prevention ("CDC") estimates that there are approximately one million people in the United 
States infected with HIV. HIV drug research has focused primarily on developing inhibitors of the enzymes reverse transcriptase ("RT") and 
HIV protease. Initially, scientists thought blocking the HIV essential RT enzyme would shut down replication of HIV and curb the progression 
of HIV infection to AIDS. Several RT inhibitors are now approved, but the clinical usefulness of these drugs has been limited by their toxicity 
and by the ability of HIV to mutate into forms that are resistant to them. A second approach of HIV drug research and treatment has targeted the 
HIV protease enzyme. HIV protease is an enzyme that performs an essential role in the infectious cycle of HIV. It is believed that blocking HIV 
protease renders HIV unable to form a new infectious virus. Although numerous companies are developing protease inhibitors, the long-term 
therapeutic potential of these drugs is uncertain. 

A new approach to HIV drug research focuses on the T-cell host rather than the virus. It is believed that while resting, nondividing CD4 T-cells 
can be infected by the virus, the virus does not multiply. Since T-cell activation and growth appear to be essential for virus replication, a 
treatment which inhibits T-cell growth might decrease the overall viral burden. The Company believes, based in part upon preliminary 
preclinical in vitro tests, that BCX-34 could potentially be useful in treating HIV-infected patients by reversibly inhibiting the growth of 
infected T-cells. The Company, in collaboratation with researchers at the UAB Center for AIDS Research on the design, has initiated a Phase 
I/II clinical 

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trial with an oral formulation of BCX-34 for the treatment of HIV. 

Rheumatoid Arthritis. Rheumatoid arthritis is an autoimmune disease that involves inflammation of the membranes lining joints, causing joint 
pain, swelling, and deformities. According to a scientific journal, it is estimated that approximately 1% to 2% of the U.S. adult population is 
afflicted with rheumatoid arthritis. There are many drugs used to treat the disease, but such drug treatments only alleviate the symptoms of 
rheumatoid arthritis. The Company believes T-cell controlling agents, such as PNP inhibitors and specifically an oral formulation of BCX-34, 
offer promise as a potential drug treatment for rheumatoid arthritis. Among other potential competitors, Novartis Pharmaceuticals Corporation, 
formerly Ciba-Geigy Corporation, ("Novartis") has rights to develop a group of PNP inhibitors, excluding BCX-34, licensed from BioCryst, 
with potential application in the treatment of rheumatoid arthritis. 

Transplant Rejection. Risk of rejection is one of the most frequent complications following transplant surgery. Rejection is caused by the body's 
immune response in which T-cells are generated to attack the transplanted organ or tissue. In general, for organ and bone marrow transplants, 
rejection is an acute risk during the initial hospital stay for the transplant surgery and thereafter a chronic risk of varying degrees of severity. 
The Company believes selective suppression of the immune response may reduce the risk of rejection. The immunosuppressant drugs which are 
currently used to control or prevent rejection often cause significant detrimental side effects. A number of new drugs are in various stages of 
development by other researchers and companies for the control and prevention of transplant rejection. The Company is at the preclinical stage 
of development of an oral formulation of BCX-34 for treatment of transplant rejection. 

Ophthalmic Diseases and Disorders. There are a number of inflammatory diseases of the eye that involve T-cells. A leading ophthalmic 
inflammatory disease is uveitis, which is characterized by eye swelling, ocular accumulation of fatty deposits and impaired vision. The most 
severe cases of uveitis, such as Behcet's syndrome and Vogt-Koyanagi-Harada syndrome, may result in blindness. Clinical studies conducted by 
third parties with currently approved immunosuppressants support the idea that T-cells participate in the pathogenesis of these diseases and that 
oral and ophthalmic formulations of BCX-34 may potentially be efficacious in treating these diseases. The Company is in the preclinical stage 
of development of an ophthalmic formulation of BCX-34 for direct delivery of the drug to the eye in treating uveitis, Sjogren's syndrome and 
corneal transplant rejection. 

Influenza Neuraminidase Inhibitors 

Influenza is a viral disease which is particularly dangerous to the very young, the elderly and debilitated patients and those who have suppressed 
immune systems. The CDC estimates that approximately 10% to 20% of the U.S. population is infected with influenza during most influenza 
seasons. The current standard for preventing flu is by vaccination, which is of limited benefit as vaccines are designed to resist a specific flu 
strain. No satisfactory treatment currently exists. Since the early 1980's, UAB scientists have been investigating the active site and function of 
the enzyme influenza neuraminidase. Influenza neuraminidase is an enzyme on the surface of the influenza virus which is associated with the 
spread of influenza and is believed to permit the influenza virus to invade human cells. Scientists at UAB and the Company have characterized 
the molecular structure of influenza neuraminidase and have initiated the design and synthesis of specific inhibitors. Research at UAB and the 
Company to date indicates that the active site for influenza neuraminidase remains substantially unchanged for the major strains of influenza. 
The Company believes that a neuraminidase inhibitor may be useful as a treatment for influenza and is in the preclinical stage of development 
of inhibitors of influenza neuraminidase. Funded in part by a National Institutes of Health ("NIH") Phase I Small Business Innovation Research 
("SBIR") grant and a State of Alabama grant, the Company has developed lead compounds which in in vitro studies have indicated inhibition of 
influenza neuraminidase. The Company is currently assessing several influenza inhibitor compounds for oral activity against influenza A and 
influenza B. At least two major pharmaceutical companies are engaged in clinical studies of influenza neuraminidase inhibitor compounds 
intended to treat influenza, and the Company believes that several other pharmaceutical companies are engaged in research to design or 
discover inhibitors of influenza neuraminidase. 

Complement Inhibitors 

The human body is equipped with immunological defense mechanisms to respond aggressively to infection or injury. One of these mechanisms, 
called complement, is a system of functionally linked proteins that interact with one another in a highly regulated manner. The complement 
system functions as a "cascade." Once an activator of the system 

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converts an inactive enzyme to an active enzyme, the activated enzyme activates more proteins at the next stage, which in turn activates other 
proteins. This mechanism, if inappropriately activated, can cause acute medical reactions, including inflammatory reactions that accompany 
hemodialysis, myocardial infarction, bypass surgery and post heart attack reperfusion injury. There are two pathways of complement activation, 
the classical pathway and the alternative pathway. The classical pathway is usually initiated by antigen-antibody complexes, while the 
alternative pathway is activated by bacterial, viral and parasite cell surfaces. 

Due to the biochemical mechanism of the complement cascade, BioCryst believes complement inhibitors may have therapeutic applications in 
several acute and chronic immunological disorders. BioCryst is focusing its research efforts on designing enzyme inhibitors to limit the rapid 
and aggressive damage caused by the complement cascade. The Company is initially focusing on designing inhibitors for Factor D and Factor 
B, enzymes playing a role in the alternative pathway, and the enzyme C1s, which plays a role in the classical pathway. Working with UAB 
scientists and funded in part by SBIR grants from the NIH, BioCryst has characterized the three-dimensional structure of Factor D and has 
developed various assay systems for screening complement inhibitors. The Company is performing preclinical studies with certain inhibitors it 
has designed and synthesized. A serine protease inhibitor, BCX-1470, has been selected by the Company for evaluation in patients receiving 
heparin during cardiopulmonary bypass surgery. Preclinical results have shown that BCX-1470 and related compounds can block key blood 
enzymes, known as serine proteases, responsible for excessive bleeding and inflammatory damage related to cardiopulmonary bypass surgery. 
The Company filed an Investigational New Drug ("IND") in January 1998 with respect to the use of an intravenous formulation of BCX-1470 
in connection with cardiopulmonary bypass surgery and started a Phase I clinical trial in February 1998. The Company continues to design 
additional inhibitors. The Company has a collaboration agreement to use combinatorial chemistry to help identify certain inhibitors. See 
"Research and Development - 3-Dimensional Pharmaceuticals." 

Drug Discovery Methods 

Drugs are chemical compounds that interact with target molecules, typically proteins, within the human body to affect a molecule's normal 
function. Ideally, drugs accomplish their intended therapeutic functions while creating as few side effects as possible. The interaction can be 
illustrated as follows: the drug molecule inserts itself in the target protein like a key inserted in a lock, and either stimulates, or more commonly 
suppresses, a protein's normal function. The results vary depending upon the role of the target protein. A drug that is selective or specific, i.e., 
that binds to or blocks the target protein without affecting other proteins or receptors, is generally more effective, less likely to cause side 
effects and can be administered in smaller doses. 

Traditional Drug Discovery 

Historically, most pharmaceutical companies have relied on costly and time-consuming screening to discover new chemical entities for 
development. While screening has been the basis for the discovery of virtually all drugs currently in use, the cost has been substantial. On 
average, it has generally been necessary to assess hundreds or thousands of chemical compounds to find a lead compound which successfully 
completes the development process. If screening produces a lead compound, it is likely that the compound's mode of action will be unknown 
and the risk of side effects caused by a lack of target specificity will be high. Newer techniques, such as combinatorial chemistry and high 
throughput screening, have enhanced the range of compounds that can be examined quickly. However, screening-based research has, to date, 
failed to yield acceptably safe and effective drugs for many important therapeutic needs. 

Most pharmaceutical companies presently use some form of pharmacology-based rational drug design which primarily utilizes certain receptors 
or purified enzyme preparations in assays to identify lead compounds and to design molecules to perform specific therapeutic tasks. 
Development of lead compounds is conducted by systematic empirical methods and computer modeling. While this approach is more refined 
than random screening, it is still a costly and time-consuming effort which is limited by the amount and quality of information available about 
the target protein. 

Structure-Based Drug Design 

Structure-based drug design is a drug discovery approach by which synthetic compounds are designed from detailed structural knowledge of the 
active sites of protein targets associated with particular diseases. The Company's structure-based drug design involves the integrated application 
of traditional biology and medicinal chemistry along with an 

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array of advanced technologies, including X-ray crystallography, combinatorial chemistry, computer modeling of molecular structures and 
protein biophysical chemistry, to focus on the three-dimensional molecular structure and active site characterization of the proteins that control 
cellular biology. BioCryst believes that structure-based drug design is an improvement over traditional drug screening techniques. By 
identifying the target protein in advance and by discovering the chemical and molecular structure of the protein, scientists believe it is possible 
to design a more optimal drug to interact with the protein. 

The initial targets for structure-based drug design are selected based on their involvement in the biological pathways integral to the course of a 
disease. Once a target is selected, its structure is determined by X-ray crystallography, a method used in determining the precise 
three-dimensional molecular structure of the proteins. This structure is then used as a blueprint for the drug design of a lead compound. The 
compounds are modeled for their fit in the active site of the target, considering both steric aspects (i.e., geometric shape) and functional group 
interactions, such as hydrogen bonding and hydrophobic interactions. 

The initial design phase is followed by the synthesis of the lead compound, quantitative measurements of its ability to interact with the target 
protein, and X-ray crystallographic analysis of the compound-target complex. This analysis reveals important, empirical information on how the 
compound actually binds to the target and the nature and extent of changes induced in the target by the binding. These data, in turn, suggest 
ways to refine the lead compound to improve its binding to the target protein. The refined lead compound is then synthesized and complexed 
with the target, and further refined in a reiterative process. If lead compounds are available from other studies, such as screening of 
combinatorial libraries, these compounds may serve as starting points for this optimization cycle using structure-based drug design. 

Once a sufficiently potent compound has been designed and optimized, its activity is evaluated in a biological system to establish the 
compound's ability to function in a physiological environment. If the compound fails at any stage of the biological evaluation, the design team 
reviews the structural model and uses crystallography to adjust structural features of the compound to overcome the difficulty. This process 
continues until a designed compound exhibits the desired properties. 

The compound is then evaluated in an experimental disease model. If the compound fails, the reasons for failure (e.g., adverse metabolism, 
plasma binding, distribution, etc.) are determined and, again, new modified compounds are designed to overcome the deficiencies without 
interfering with their ability to interact with the active site of the target protein. The experimental drug is then ready for conventional drug 
development (e.g., studies in safety assessment, formulation, clinical trials, etc.). 

This reiterative analysis and compound modification are possible because of the structural data obtained by X-ray crystallographic analysis at 
each stage. This capability renders structure-based drug design a powerful tool for rapid and efficient development of drugs that are highly 
specific for particular protein target sites. 

Research and Development 

General 

BioCryst initiated its research and development program in 1986, with drug synthesis beginning in 1987. The Company has assembled a 
scientific research staff with expertise in a broad base of advanced research technologies including protein biochemistry, X-ray crystallography, 
chemistry and pharmacology. Of the Company's 55 employees at March 15, 1998, 41 were employed in its research and development, 
preclinical studies and clinical trials programs. The Company's staff includes 19 persons with Ph.D. or M.D. degrees. 

The Company's research facilities include protein biochemistry and organic synthesis laboratories, in vitro and in vivo testing facilities, X-ray 
crystallography, computer and graphics equipment and formulation facilities. 

In addition to its research programs pursued in-house, BioCryst collaborates with academic institutions to support research in areas of the 
Company's product development interests and to conduct its clinical trials. Usually, research assistance provided by outside academic 
institutions is performed in conjunction with additional in-house research. The faculty member supervising the outside research effort may also 
participate as a consultant to the Company's in-house 

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effort. The Company's primary academic collaboration is with UAB and is described under "Business - Research and Development - UAB 
Collaborative Arrangements." 

During the years ended December 31, 1995, 1996 and 1997, the Company spent an aggregate of $25,270,777 on research and development. Of 
that amount, $7,107,249 was spent in 1995, $7,586,159 was spent in 1996 and $10,577,369 was sent in 1997. Approximately $13,682,948 of 
that amount was spent on in-house research and development and $11,587,829 was spent on contract research and development. 

Torii 

In May 1996, the Company entered into an agreement pursuant to which it granted Torii an exclusive license, with the right to sublicense, to 
develop, manufacture and commercialize BCX-34 and certain other PNP inhibitor compounds in Japan for the treatment of rheumatoid arthritis, 
T-cell cancers (including CTCL) and atopic dermatitis. Upon entering into the agreement, Torii paid the Company $1.5 million in license fees 
and made a $1.5 million equity investment in the Company, purchasing 76,608 shares of Common Stock at a purchase price of $19.58 per 
share. A milestone payment of $1 million was made in 1997. In order for Torii to maintain its licensing rights, it is obligated to make payments 
to the Company of up to $18 million upon the achievement of specified development milestones. Torii is responsible for all development, 
regulatory and commercialization expenses in Japan and is obligated to pay royalties to the Company on sales of licensed products in Japan. 
The agreement will remain in effect, unless earlier terminated, until the last to expire of any patent rights licensed under the agreement, or in the 
event no patents issue, for twenty years from May 31, 1996. The agreement is subject to termination by Torii at any time and by the Company 
in certain circumstances, including any material breaches of the agreement by Torii. Pursuant to the agreement, Torii may negotiate a license 
with the Company to develop BCX-34 and certain other PNP inhibitor compounds for additional indications. 

3-Dimensional Pharmaceuticals 

In October 1996, the Company signed an agreement with 3-Dimensional Pharmaceuticals, Inc. ("3DP") of Exton, Pennsylvania, under which 
the companies will share resources and technology to expedite the identification of inhibitors of key serine protease enzymes which represent 
promising targets for inhibition of complement activation. The agreement combines BioCryst's capabilities in structure-based drug design with 
the selection power of 3DP's DirectedDiversity(R), a proprietary method of directing combinatorial chemistry and high throughput screening 
toward specific molecular targets, used to rapidly discover and optimize new drugs. Under the terms of this agreement, the companies will be 
responsible for their own research costs. If compounds are discovered as a result of the collaboration, the companies will then negotiate clinical 
development and commercialization rights to those compounds. 

UAB Collaborative Arrangements 

UAB has one of the leading X-ray crystallography centers in the world with approximately 140 full-time staff members and approximately 
$17.7 million in research grants and contract funding in 1997. In 1986, the Company entered into an agreement with UAB which granted the 
Company exclusive rights to any discoveries resulting from research relating to PNP. 

Since 1990, the Company has entered into several other research agreements with UAB to perform research for the Company. The agreements 
provide that UAB perform specific research for the Company in return for research payments and license fees. In November 1994, the 
Company entered into an agreement with UAB for the joint research and development relating to development of an influenza neuraminidase 
inhibitor. UAB has granted the Company certain rights to any discoveries in this area resulting from research previously developed by UAB or 
jointly developed with BioCryst. The Company has agreed to fund certain UAB research laboratories, to expend at least $6 million for the 
project over a period coinciding with the period the Company funds UAB's research laboratories, to pay certain royalties on sales of any 
resulting product and to share in future payments received from other third-party collaborators. In July 1995, the Company entered into an 
agreement with UAB for the joint research and development relating to Factor D inhibitors. UAB has also granted the Company certain rights 
to any discoveries in this area resulting from research previously developed by UAB or jointly developed with BioCryst. The Company has 
agreed to fund certain UAB research laboratories, to expend at least $1 million for the project over a three-year period, to pay certain royalties 
on sales of any resulting product and to share in future payments received from other third-party collaborators. These 

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two agreements have initial 25-year terms (automatically renewable for five-year terms throughout the life of the last patent or extension thereof 
incorporating the license rights) and are terminable by the Company upon three months' notice and by UAB under certain circumstances. 

BioCryst believes that due to the expertise of the faculty at UAB in the various disciplines employed by BioCryst in its structure-based drug 
design programs, including X-ray crystallography, and UAB's past performance in identifying and characterizing medically relevant protein 
targets, BioCryst's relationship with UAB is important to the success of BioCryst. No assurance can be given, however, that UAB's research 
will be beneficial to BioCryst or that BioCryst will be able to maintain its relationship with UAB. See Note 9 to Notes to Financial Statements. 

Grants and Technology Agreements 

In 1987, the Company entered into a research agreement under which BioCryst received approximately $960,000 over four years from Novartis 
to fund its research of PNP inhibitors and Novartis was granted certain rights to enter into various option and license agreements for PNP 
inhibitors. In 1990, Novartis exercised its right pursuant to which the Company granted Novartis an exclusive option to enter into a worldwide 
exclusive license for several of the Company's PNP inhibitor compounds. The license does not include BCX-34. Novartis signed that license 
agreement and paid the Company a $500,000 fee (up to $300,000 of which is refundable in certain circumstances) following patent issuance in 
1993. The terms of the license also call for Novartis to make milestone payments based upon the estimated annual United States sales of the 
licensed products plus royalties. No assurance can be given that any additional revenues will be realized by the Company pursuant to the 
license. Novartis' other rights to enter into various option and license agreements for PNP inhibitors have expired. See Note 9 to Notes to 
Financial Statements. 

In 1991 and 1992, BioCryst was awarded three $50,000 Phase I SBIR grants by the NIH. They were used to support the design and synthesis of 
inhibitors to influenza neuraminidase, Factor D and aldose reductase. In 1992, the Company was also awarded $47,500 by the Alabama 
Department of Economic and Community Affairs which was used in the design and synthesis of inhibitors of influenza neuraminidase. In 
February 1994, BioCryst was awarded a two-year $500,000 Phase II SBIR grant by the NIH. The grant was used to support the design of 
inhibitors of Factor D. There is no assurance that BioCryst will be awarded any future grants. 

Patents and Proprietary Information 

The Company owns or has rights to certain proprietary information, issued and allowed patents and patent applications which relate to 
compounds it is developing. The Company actively seeks, when appropriate, protection for its products and proprietary information by means 
of United States and foreign patents, trademarks and contractual arrangements. In addition, the Company plans to rely upon trade secrets and 
contractual arrangements to protect certain of its proprietary information and products. The Company has been issued seven United States 
patents which expire between 2009 to 2013 and relate to its PNP inhibitor compounds. The Company's current lead compound, BCX-34, is 
covered by one of the patents. This group also includes BCX-5, which may require a license from Warner-Lambert Company 
("Warner-Lambert") to market a product containing this compound. The Company has the right of first refusal to negotiate a license from 
Warner-Lambert for that compound: however, there can be no assurance that such a license would be available or obtainable on terms 
acceptable to the Company. The Company has also been issued a patent by the U.S. Patent and Trademark Office ("PTO") covering the 
manufacturing process of its PNP inhibitors which expires in 2015 and an additional patent application has been filed for another new process 
to prepare BCX-34 and other PNP inhibitors. In addition, one patent has issued by the PTO which expires in 2015 and two patent applications 
have been filed with the PTO relating to inhibitors of influenza neuraminidase. Also, two provisional United States patent applications have 
been filed with the PTO on complement inhibitors. There can be no assurance that any patents will provide the Company with sufficient 
protection against competitive products or otherwise be commercially valuable. 

The Company's success will depend in part on its ability to obtain and enforce patent protection for products developed by it, preserve its trade 
secrets, and operate without infringing on the proprietary rights of third parties, both in the United States and other countries. In the absence of 
patent protection, the Company's business may be adversely affected by competitors who develop substantially equivalent technology. Because 
of the substantial length of time and expense associated with bringing new products through development and regulatory approval to the 
marketplace, the pharmaceutical and biotechnology industries place considerable importance on obtaining and maintaining patent and trade 
secret protection for new technologies, products and processes. There can be no assurance that patents will be 

8 

   2002.  EDGAR Online, Inc.

issued from such applications, that the Company will develop additional products that are patentable, or that present or future patents will 
provide sufficient protection to the Company's present or future technologies, products and processes. In addition, there can be no assurance 
that others will not independently develop substantially equivalent proprietary information, design around the Company's patents or obtain 
access to the Company's know-how, or that others will not successfully challenge the validity of the Company's patents or be issued patents 
which may prevent the sale of one or more of the Company's product candidates, or require licensing and the payment of significant fees or 
royalties by the Company to third parties in order to enable the Company to conduct its business. Legal standards relating to the scope of claims 
and the validity of patents in the fields in which the Company is pursuing research and development are still evolving, are highly uncertain and 
involve complex legal and factual issues. No assurance can be given as to the degree of protection or competitive advantage any patents issued 
to the Company will afford, the validity of any such patents or the Company's ability to avoid violating or infringing any patents issued to 
others. Further, there can be no guarantee that any patents issued to or licensed by the Company will not be infringed by the products of others. 
Litigation and other proceedings involving the defense and prosecution of patent claims can be expensive and time consuming, even in those 
instances in which the outcome is favorable to the Company, and can result in the diversion of resources from the Company's other activities. 
An adverse outcome could subject the Company to significant liabilities to third parties, require the Company to obtain licenses from third 
parties or require the Company to cease any related research and development activities or sales. 

The Company depends upon the knowledge, experience and skills (which are not patentable) of its key scientific and technical personnel. To 
protect its rights to its proprietary information, the Company requires all employees, consultants, advisors and collaborators to enter into 
confidentiality agreements which prohibit the disclosure of confidential information to anyone outside the Company and require disclosure and 
assignment to the Company of their ideas, developments, discoveries and inventions. There can be no assurance that these agreements will 
effectively prevent the unauthorized use or disclosure of the Company's confidential information. 

The Company's research has been funded in part by SBIR or NIH grants. As a result of such funding, the United States Government has certain 
rights in the inventions developed with the funding. These rights include a non-exclusive, paid-up, worldwide license under such inventions for 
any governmental purpose. In addition, the government has the right to require the Company to grant an exclusive license under any of such 
inventions to a third party if the government determines that (i) adequate steps have not been taken to commercialize such inventions, (ii) such 
action is necessary to meet public health or safety needs or (iii) such action is necessary to meet requirements for public use under federal 
regulation. Federal law requires that any exclusive licensor of an invention that was partially funded by federal grants (which is the case with 
the subject matter of certain patents issued in the Company's name) agree that it will not grant exclusive rights to use or sell the invention in the 
United States unless the grantee agrees that any products embodying the invention will be manufactured substantially in the United States, 
although such requirement is subject to a discretionary waiver by the government. It is not expected that the government will exercise any such 
rights. 

Marketing, Distribution and Sales 

The Company lacks experience in marketing, distributing or selling pharmaceutical products and will have to develop a pharmaceutical sales 
force and/or rely on collaborators, licensees or on arrangements with others to provide for the marketing, distribution and sales of any products 
it may develop. There can be no assurance that the Company will be able to establish marketing, distribution and sales capabilities or make 
arrangements with collaborators, licensees or others to perform such activities. 

Competition 

The pharmaceutical industry is intensely competitive. Many companies, including biotechnology, chemical and pharmaceutical companies, are 
actively engaged in activities similar to those of the Company, including research and development of drugs for the treatment of immunological 
and infectious diseases and disorders. Many of these companies have substantially greater financial and other resources, larger research and 
development staffs, and more extensive marketing and manufacturing organizations than the Company. In addition, some of them have 
considerable experience in preclinical testing, clinical trials and other regulatory approval procedures. There are also academic institutions, 
governmental agencies and other research organizations which are conducting research in areas in which the Company is working; they may 
also market commercial products, either on their own or through collaborative 

9 

   2002.  EDGAR Online, Inc.

efforts. 

BioCryst expects to encounter significant competition for any of the pharmaceutical products it plans to develop. Companies that complete 
clinical trials, obtain required regulatory approvals and commence commercial sales of their products before their competitors may achieve a 
significant competitive advantage. In addition, certain pharmaceutical and biotechnology firms, including major pharmaceutical companies and 
specialized structure-based drug design companies have announced efforts in the field of structure-based drug design and in the field of PNP 
inhibitors, and the Company is aware that other companies or institutions are pursuing development of new drugs and technologies directly 
targeted at applications for which the Company is developing its drug compounds. The Company expects that the technology for 
structure-based drug design will attract significant additional competitors over time. In order to compete successfully, the Company's goal is to 
develop proprietary positions in patented drugs for therapeutic markets which have not been satisfactorily addressed by conventional research 
strategies and, in the process, extend its expertise in structure-based drug design. 

Government Regulation 

BioCryst's research and development activities are, and its future business will be, subject to significant regulation by numerous governmental 
authorities in the United States, primarily, but not exclusively, by the FDA, and other countries. Pharmaceutical products intended for 
therapeutic or diagnostic use in humans are governed principally by the Federal Food, Drug and Cosmetic Act and by FDA regulations in the 
United States and by comparable laws and regulations in foreign countries. The process of completing clinical testing and obtaining FDA 
approval for a new drug product requires a number of years and the expenditure of substantial resources. 

Following drug discovery, the steps required before a new pharmaceutical product may be marketed in the United States include (1) preclinical 
laboratory and animal tests, (2) the submission to the FDA of an application for an IND, (3) clinical and other studies to assess safety and 
parameters of use, (4) adequate and well-controlled clinical trials to establish the safety and effectiveness of the drug, (5) the submission of a 
New Drug Application ("NDA") to the FDA, and 
(6) FDA approval of the NDA prior to any commercial sale or shipment of the drug. 

Typically, preclinical studies are conducted in the laboratory and in animal model systems to gain preliminary information on the drug's 
pharmacology and toxicology and to identify any potential safety problems that would preclude testing in humans. The results of these studies 
are submitted to the FDA as part of the IND application. Testing in humans may commence 30 days after submission of the IND to the FDA 
unless the FDA objects, although companies typically wait for approval from the FDA before commencing clinical trials. A three phase clinical 
trial program is usually required for FDA approval of a pharmaceutical product. Phase I clinical trials are designed to determine the metabolism 
and pharmacologic effects of the drug in humans, the side effects associated with increasing doses, and, possibly, to obtain early indications of 
efficacy. These studies generally involve a small number of healthy volunteer subjects, but may be conducted in people with the disease the 
drug is intended to treat. Phase II studies are conducted in an expanded population to evaluate the effectiveness of the drug for a particular 
indication and thus involve patients with the disease under study. These studies are also intended to elicit additional safety data on the drug, 
including evidence of the short-term side effects and other risks associated with the drug. Phase III studies are generally designed to provide the 
substantial evidence of safety and effectiveness of a drug required to obtain FDA approval. They often involve a substantial number of patients 
in multiple study centers and may include chronic administration of the drug in order to assess the overall benefit-risk relationship of the drug. 
A clinical trial may combine the elements of more than one phase, and typically two or more Phase III studies are required. Upon completion of 
clinical testing which demonstrates that the product is safe and effective for a specific indication, an NDA may be submitted to the FDA. This 
application includes details of the manufacturing and testing processes, preclinical studies and clinical trials. The designation of a clinical trial 
as being of a particular phase is not necessarily indicative that such a trial will be sufficient to satisfy the requirements of a particular phase. For 
example, no assurance can be given that a Phase III clinical trial will be sufficient to support an NDA without further clinical trials. The FDA 
monitors the progress of each of the three phases of clinical testing and may alter, suspend or terminate the trials based on the data that have 
been accumulated to that point and its assessment of the risk/benefit ratio to the patient. Typical estimates of the total time required for 
completing such clinical testing vary between four and ten years. FDA approval of the NDA is required before the applicant may market the 
new product in the United States. The clinical testing and FDA review process for new drugs are likely to require substantial time, effort and 
expense. There can be no assurance that any approval will be granted to the Company on a timely basis, if at all. The FDA may refuse to 
approve an NDA if applicable statutory 

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   2002.  EDGAR Online, Inc.

and/or regulatory criteria are not satisfied, or may require additional testing or information. There can be no assurance that such additional 
testing or the provision of such information, if required, will not have a material adverse effect on the Company. The regulatory process can be 
modified by Congress or the FDA in specific situations. 

In 1988, the FDA issued regulations intended to expedite the development, evaluation, and marketing of new therapeutic products to treat 
life-threatening and severely debilitating illnesses for which no satisfactory alternative therapies exist. These regulations provide for early 
consultation between the sponsor and the FDA in the design of both preclinical studies and clinical trials. Phase I clinical trials may sometimes 
be carried out in people with the disease that the drug is intended to treat rather than in healthy volunteers, as is customary, followed by studies 
to establish effectiveness in Phase II. If the results of Phase I and Phase II trials support the safety and effectiveness of the therapeutic agent, 
and their design and execution are deemed satisfactory upon review by the FDA, marketing approval can be sought at the end of Phase II trials. 
NDA approval granted under these regulations may be restricted by the FDA as necessary to ensure safe use of the drug. In addition, 
post-marketing clinical studies may be required. If after approval a post-marketing clinical study establishes that the drug does not perform as 
expected, or if post-marketing restrictions are not adhered to or are not adequate to ensure safe use of the drug, FDA approval may be 
withdrawn. The expedited approval may shorten the traditional drug development process by an estimated two to three years. There can be no 
assurance, however, that any compound the Company may develop will be eligible for evaluation by the FDA under the 1988 regulations or, if 
eligible, will be approved for marketing at all or, if approved for marketing, will be approved for marketing sooner than would be traditionally 
expected. 

Under the Orphan Drug Act, the FDA may grant orphan drug designation to drugs intended to treat a "rare disease or condition," which 
generally is a disease or condition that affects populations of fewer than 200,000 individuals in the United States. Orphan drug designation must 
be requested before submitting an NDA. After the FDA grants orphan drug designation, the generic identity of the therapeutic agent and its 
potential orphan use are publicized by the FDA. Under current law, orphan drug designation grants certain U.S. marketing exclusivity to the 
first company to receive FDA approval to market such designated drug, subject to certain limitations. A product that is considered by the FDA 
to be different from a particular orphan drug or is approved for different indications is not barred from sale in the United States during the seven 
year exclusivity period. Orphan drug designation does not convey any advantage in, or shorten the duration of, the regulatory approval process. 
In October 1993, the Company obtained from the FDA an orphan drug designation for BCX-34 to treat CTCL, and may request orphan drug 
designation for more of its products and/or additional indications as part of its overall regulatory strategy in the future. There is no assurance, 
however, that any of its products will receive an orphan drug designation or be the first to be approved by the FDA for the designated indication 
and, hence, obtain orphan drug marketing exclusivity. Although obtaining FDA approval to market a product with an orphan drug designation 
can be advantageous, there can be no assurance that the scope of protection or the level of marketing exclusivity that is currently afforded by 
orphan drug designation and marketing approval will remain in effect in the future. There can be no assurance that the Company will receive 
FDA approval to market BCX-34 to treat CTCL. In addition, it is possible that other competitors of the Company could obtain orphan drug 
designation for product candidates that are not the same as BCX-34 though they are intended for use to treat CTCL. 

Even after initial FDA approval has been obtained, further studies may be required to provide additional data on safety or to gain approval for 
the use of a product as a treatment in clinical indications other than those for which the product was initially tested. The FDA may also require 
post-marketing testing and surveillance programs to monitor the drug's effects. Side effects resulting from the use of pharmaceutical products 
may prevent or limit the further marketing of products. 

Once the sale of a product is approved, the FDA regulates production, marketing, and other activities under the Federal Food, Drug, and 
Cosmetic Act and the FDA's implementing regulations. A post-marketing testing, surveillance and reporting program may be required to 
continuously monitor the product's usage and effects. Product approvals may be withdrawn, or other actions may be ordered, or sanctions 
imposed if compliance with regulatory requirements is not maintained. Other countries in which any products developed by the Company or its 
licensees may be marketed impose a similar regulatory process. 

In June 1995, the Company notified the FDA that it had submitted incorrect efficacy data to the FDA pertaining to its Phase II dose-ranging 
studies of BCX-34 for CTCL and psoriasis. Upon learning of the error, the Company initiated internal and external audits and submitted 
corrected analyses to the FDA. In addition, the Company hired a new Vice President of Clinical Development and outside expert personnel to 
manage clinical development and monitor studies, 

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   2002.  EDGAR Online, Inc.

developed additional standard operating procedures, and contracted with a contract research organization to assist the Company in monitoring 
its trial for BCX-34 for CTCL. 

In November 1995, the FDA inspected the Company in relation to a February 1995 48-hour skin stripping study involving application of 
BCX-34. At the conclusion of the inspection, the FDA issued to the Company a List of Inspectional Observations ("Form FDA 483")  including 
the observation that there was no documentation of any monitoring of the study or of several other studies. The Company responded to this and 
the other observation in the Form FDA 483. Although the FDA has not raised any additional questions in the matter, the Company does not 
know whether its responses were satisfactory to the FDA. 

In June 1996, the FDA inspected the Company and one of its clinical sites in relation to Phase II dose-ranging studies of BCX-34 for CTCL and 
psoriasis, each of which was concluded in early 1995. At the conclusion of the inspection, the FDA issued to the Company a Form FDA 483 
citing deficiencies relating to the monitoring of the studies and the Company's procedures for generating, archiving, and safeguarding the 
randomization tables used in the studies. The deficient procedures failed to prevent the use of an incorrect randomization table which ultimately 
resulted in the initial submission to the FDA of data which reported false statistical significance. The FDA issued a Form FDA 483 to the 
principal investigator at one of the Company's clinical sites, citing numerous significant deficiencies in the conduct of the Phase II dose-ranging 
study of BCX-34 for CTCL and psoriasis. These deficiencies included improper delegations of authority by the principal investigator, failures 
to follow the protocols, institutional review board deviations, and discrepancies or deficiencies in documentation and reporting. As a result of 
the FDA inspections, the Company has been notified that the FDA will not accept data from these studies at that clinical site. As a consequence 
of the FDA inspections and such resulting Form FDA 483s, the Company's ongoing clinical studies are likely to receive increased scrutiny from 
the FDA. 

The Company believes that its procedures and monitoring practices are now in compliance with the FDA's requirements governing Good 
Clinical Practice ("GCP"). There can be no assurance, however, that the FDA will agree or that, even if it does agree, it will not seek to impose 
administrative, civil, or other sanctions in connection with the earlier studies and submission. 

In addition to regulations enforced by the FDA, the Company also is subject to regulation under the Occupational Safety and Health Act, the 
Environmental Protection Act, the Toxic Substances Control Act, the Resource Conservation and Recovery Act and other similar Federal, state 
and local regulations governing permissible laboratory activities, waste disposal handling of toxic, dangerous or radioactive materials and other 
matters. The Company believes that it is in compliance with such regulations. 

For marketing outside the United States, the Company will be subject to foreign regulatory requirements governing human clinical trials and 
marketing approval for drugs and devices. The requirements relating to the conduct of clinical trials, product licensing, pricing and 
reimbursement vary widely from country to country. 

Human Resources 

As of March 15, 1998, the Company had 55 employees, of whom 41 were engaged in research and development and 14 were in general and 
administrative functions. The Company's scientific staff (19 of whom hold Ph.D. or M.D. degrees) has diversified experience in biochemistry, 
pharmacology, X-ray crystallography, synthetic organic chemistry, computational chemistry, medicinal chemistry and pharmacology. The 
Company considers its relations with its employees to be satisfactory. 

Scientific Advisory Board and Consultants 

BioCryst has assembled a Scientific Advisory Board comprised of six members (the "Scientific Advisors") who are leaders in certain of the 
Company's core disciplines or who otherwise have specific expertise in its therapeutic focus areas. The Scientific Advisory Board meets as a 
group at scheduled meetings and the Scientific Advisors meet more frequently, on an individual basis, with the Company's scientific personnel 
and management to discuss the Company's ongoing research and drug discovery and development projects. The Company also has consulting 
agreements with a number of other scientists (the "Consultants") with expertise in the Company's core disciplines or in its therapeutic focus 
areas who are consulted from time to time by the Company. 

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The Scientific Advisors and the Consultants are reimbursed for their expenses and receive nominal cash compensation in connection with their 
service and have been issued options and/or shares of Common Stock. The Scientific Advisors have been issued a total of 4,975 shares of 
Common Stock for nominal consideration and granted stock options to purchase a total of 75,000 shares of Common Stock at a weighted 
average exercise price of $7.37 per share. Consultants have also been granted stock options to purchase a total of 30,000 shares at a weighted 
average exercise price of $7.52 per share. The Scientific Advisors and the Consultants are all employed by or have consulting agreements with 
entities other than the Company, some of which may compete with the Company in the future. The Scientific Advisors and the Consultants are 
expected to devote only a small portion of their time to the business of the Company, although no specific time commitment has been 
established. They are not expected to participate actively in the Company's affairs or in the development of the Company's technology. Certain 
of the institutions with which the Scientific Advisors and the Consultants are affiliated may adopt new regulations or policies that limit the 
ability of the Scientific Advisors and the Consultants to consult with the Company. The loss of the services of certain of the Scientific Advisors 
and the Consultants could adversely affect the Company to the extent that the Company is pursuing research or development in areas of such 
Scientific Advisors' and Consultants' expertise. To the extent members of the Company's Scientific Advisory Board or the Consultants have 
consulting arrangements with or become employed by any competitor of the Company, the Company could be materially adversely affected. 
One member of the Scientific Advisory Board, Dr. Gordon N. Gill, is a member of the Board  of Directors of the Agouron Institute. The 
Agouron Institute is a shareholder in, and has had contractual relationships with, Agouron Pharmaceuticals, Inc., a company utilizing core 
technology which is similar to the core technology employed by BioCryst. 

The Scientific Advisory Board consists of the following individuals: 

Name                                    Position 
----                                    -------- 

Albert F. LoBuglio, M.D. (Chairman)..   Professor of Medicine and the Director 
                                        of the Comprehensive Cancer Center of 
                                        UAB 

Gordon N. Gill, M.D..................   Professor of Medicine and Chair of the 
                                        Faculty of Basic Biomedical Sciences at 
                                        the University of California, San Diego 
                                        School of Medicine 

Robert E. Handschumacher, Ph.D.......   Retired Professor and former Chairman 
of 
                                        the Department of Pharmacology at Yale 
                                        University School of Medicine 

Herbert A. Hauptman, Ph.D............   Research Professor in Biophysical 
                                        Science at the State University of New 
                                        York (Buffalo), the President of the 
                                        Hauptman-Woodward Medical Research 
                                        Institute, Inc. (formerly the Medical 
                                        Foundation (Buffalo), Inc.), and 
                                        Research Professor in Biophysical 
                                        Sciences at the State University of New 
                                        York (Buffalo), recipient of the Nobel 
                                        Prize in Chemistry (1985) 

Yuichi Iwaki, M.D., Ph.D.............   Professor of Urology and Pathology, 
                                        University of Southern California 
School 
                                        of Medicine 

Hamilton O. Smith, M.D...............   Professor, Molecular Biology and 
                                        Genetics Department at The Johns 
Hopkins 
                                        University School of Medicine, 
recipient 
                                        of the Nobel Prize in Medicine (1978) 

Any inventions or processes independently discovered by the Scientific Advisors or the Consultants may not become the property of the 
Company and will probably remain the property of such persons or of such persons' employers. In addition, the institutions with which the 

   2002.  EDGAR Online, Inc.

Scientific Advisors and the Consultants are affiliated may make available the research services of their personnel, including the Scientific 
Advisors and the Consultants, to competitors of the Company pursuant to sponsored research agreements. The Company requires the Scientific 
Advisors and the Consultants to enter into confidentiality agreements which prohibit the disclosure of confidential information to anyone 
outside the Company and require disclosure and assignment to the Company of their ideas, developments, discoveries or inventions. However, 
no assurance can be given that competitors of the Company will not gain access to trade secrets and other proprietary information developed by 
the Company and disclosed to the Scientific Advisors and the Consultants. 

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   2002.  EDGAR Online, Inc.

ITEM 2. PROPERTIES 

The Company's administrative offices and principal research facility are located in 28,440 square feet of leased office space in Riverchase 
Industrial/Research Park in Birmingham, Alabama. The lease runs through July 31, 2000 with an option to lease for an additional three years at 
current market rates. The Company believes that its facilities are adequate for its current operations. Additional facilities will be necessary to 
manufacture sufficient quantities under good manufacturing practices to conduct extensive clinical trials or if the Company undertakes 
commercial manufacturing. See Note 5 to the Financial Statements. 

ITEM 3. LEGAL PROCEEDINGS 

None. 

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 

None. 

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   2002.  EDGAR Online, Inc.

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY 
AND RELATED STOCKHOLDER MATTERS 

PART II 

The Company's common stock trades on the Nasdaq National Market tier of The Nasdaq Stock MarketSM under the symbol BCRX. Public 
trading commenced on March 4, 1994. Prior to that date, there was no public market for the Company's stock. The following table sets forth the 
low and high prices as reported by Nasdaq for each quarter in 1997 and 1996: 

                           1997                       1996 
                           ----                       ---- 
                      Low       High             Low       High 
                      ----      -----            ----      ---- 
First quarter        $11.50    $17.00           $ 8.63    
$10.25 
Second quarter        10.06     14.75             9.13     
20.75 
Third quarter          4.25     13.75            10.63     
17.13 
Fourth quarter         6.25      8.38            10.50     
17.13 

The last sale price of the common stock on February 27, 1998 as reported by Nasdaq was $7.69 per share. 

As of February 27, 1998, there were approximately 566 holders of record of the common stock. 

The Company has never paid cash dividends and does not anticipate paying cash dividends. 

ITEM 6. SELECTED FINANCIAL DATA 

                                                             Years Ended December 31, 
                                                        (In thousands, except per share) 
                                                        -------------------------------- 
Statement of Operations Data:                  1997       1996       1995       1994       1993 
                                             --------   --------   --------   --------   -------- 
Total revenues                               $  2,693   $  2,652   $    885   $    734   $    363 
Research and development expenses            $ 10,577   $  7,586   $  7,107   $  5,552   $  4,196 
Net loss                                     $(10,619)  $ (7,698)  $ (8,576)  $ (6,938)  $ (5,196) 
Net loss per share                           $   (.77)  $   (.69)  $   (.96)  $  (1.02)  $  (1.55) 
Weighted average shares outstanding            13,780     11,171      8,905      6,787      3,352 

                                                                 December 31, 
                                                                (In thousands) 
                                                                -------------- 
Balance Sheet Data:                            1997       1996       1995       1994       1993 
                                             --------   --------   --------   --------   -------- 
Cash, cash equivalents and securities        $ 24,643   $ 35,785   $ 11,414   $ 10,873   $  2,873 
Total assets                                   26,485     37,149     13,056     12,803      5,203 
Long-term debt and obligations under 
  capital leases, excluding current portion        34         58        300        573        855 
Accumulated deficit                           (48,384)   (37,766)   (30,067)   (21,491)   (14,553) 
Total stockholders' equity                     25,285     35,403     11,326     11,176      2,877 

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   2002.  EDGAR Online, Inc.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 

This Annual Report contains certain statements of a forward-looking nature relating to future events or the future financial performance of the 
Company. Such statements are only predictions and the actual events or results may differ materially from the results discussed in the 
forward-looking statements. Factors that could cause or contribute to such differences include those discussed below as well as those discussed 
in other filings made by the Company with the Securities and Exchange Commission. 

Overview 

Since its inception in 1986, the Company has been engaged in research and development activities (including drug discovery, manufacturing 
compounds, conducting preclinical studies and clinical trials) and organizational efforts (including recruiting its scientific and management 
personnel), establishing laboratory facilities, engaging its Scientific Advisory Board and raising capital. The Company has not received any 
revenue from the sale of pharmaceutical products and does not expect to receive such revenues to a significant extent for at least several years, 
if at all. The Company has incurred operating losses since its inception. The Company expects to incur significant additional operating losses 
over the next several years and expects such losses to increase as the Company's research and development and clinical trial efforts expand. 

Year Ended December 31, 1997 Compared with the Year Ended December 31, 1996 

Collaborative and other research and development revenue decreased 35.8% to $1,000,000 in 1997 from $1,558,543 in 1996, primarily due to 
a $1 million milestone payment received from Torii in 1997 compared to the $1.5 million license fee received from Torii and a Factor D grant 
in 1996. Interest and other income increased 54.8% to $1,692,521 in 1997 from $1,093,617 in 1996, primarily due to interest earned on funds 
invested from the Company's public offering in September 1996. 

Research and development expenses increased 39.4% to $10,577,369 in 1997 from $7,586,159 in 1996. The increase was primarily attributable 
to costs associated with manufacturing compounds, clinical trials and preclinical studies and expenses associated with increased personnel. 
These costs tend to fluctuate from period to period depending upon the stage of development and the conduct of clinical trials. 

General and administrative expenses increased .7% to $2,682,137 in 1997 from $2,664,197 in 1996. The increase was in several categories, 
primarily increased personnel costs and the fact that 1996 expenses were reduced by the reversal of a liability recorded in 1995 for use taxes 
assessed that the Company successfully contested in 1996, and was partially offset by decreased fees and taxes on the Torii milestone in 1997 
versus the fees and taxes on the Torii license in 1996 and decreased legal expenses in 1997. 

Interest expense decreased 48.1% to $51,880 in 1997 from $100,031 in 1996. The decrease was primarily due to a decline in capitalized lease 
obligations, along with long-term debt, resulting in lesser interest expense. The Company obtained most of its leases in connection with the 
move to its current facilities in April 1992. 

Year Ended December 31, 1996 Compared with the Year Ended December 31, 1995 

Collaborative and other research and development revenue increased 601.0% to $1,558,543 in 1996 from $222,329 in 1995, primarily due to 
the $1.5 million license fee received from Torii. This was offset by the decrease in the Factor D grant from 1995 due to its completion in early 
1996. Interest and other income increased 65.1% to $1,093,617 in 1996 from $662,259 in 1995, primarily due to interest earned on funds from 
the Company's public offering in September 1996 and private placements in March 1996 and May 1995. 

Research and development expenses increased 6.7% to $7,586,159 in 1996 from $7,107,249 in 1995. The increase was primarily attributable to 
expenses associated with increased personnel. The costs associated with manufacturing compounds, clinical trials and preclinical studies were 
approximately the same in both 1996 and 1995. These costs tend 

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   2002.  EDGAR Online, Inc.

to fluctuate from period to period depending upon the stage of development and the conduct of clinical trials. 

General and administrative expenses increased 20.6% to $2,664,197 in 1996 from $2,209,488 in 1995. The increase was primarily the result of 
approximately $574,000 in consulting fees and withholding taxes incurred in connection with the license agreement with Torii which was offset 
by reversal of a liability recorded in 1995 for use taxes assessed that the Company successfully contested in 1996. 

Interest expense decreased 30.6% to $100,031 in 1996 from $144,115 in 1995. The decrease was primarily due to a decline in capitalized lease 
obligations, along with long-term debt, resulting in lesser interest expense. The Company obtained most of its leases in connection with the 
move to its current facilities in April 1992. 

Liquidity and Capital Resources 

Cash expenditures have exceeded revenues since the Company's inception. Operations have principally been funded through public offerings 
and private placements of equity and debt securities, equipment lease financing, facility leases, collaborative and other research and 
development agreements (including a license and options for licenses), research grants and interest income. In addition, the Company has 
attempted to contain costs and reduce cash flow requirements by renting scientific equipment or facilities, contracting with third parties to 
conduct certain research and development and using consultants. The Company expects to incur additional expenses, resulting in significant 
losses, as it continues and expands its research and development activities and undertakes additional preclinical studies and clinical trials of 
compounds which have been or may be discovered. The Company also expects to incur substantial administrative, manufacturing and 
commercialization expenditures in the future as it seeks FDA approval for its compounds and establishes its manufacturing capability under 
Good Manufacturing Practices, and substantial expenses related to the filing, prosecution, maintenance, defense and enforcement of patent and 
other intellectual property claims. 

At December 31, 1997, the Company's cash, cash equivalents and securities held-to-maturity were $24,643,486, a decrease of $11,141,182 
from December 31, 1996 principally due to net cash used in the Company's operating activities ($10.3 million) and purchases of furniture and 
equipment ($1.1 million), partially offset by a number of other items. 

The Company has financed its equipment purchases primarily with lease lines of credit. The Company currently has a $500,000 line of credit 
with its bank to finance capital equipment. In January 1992, the Company entered into an operating lease for its current facilities which, based 
on an extension signed in March 1997, expires on July 31, 2000, with an option to lease for an additional three years at current market rates. 
The March 1997 extension also added 5,640 square feet of finished office space. The operating lease requires the Company to pay monthly rent 
(ranging from $14,562 and escalating annually to a minimum of $15,912 per month in the final year), and a pro rata share of operating expenses 
and real estate taxes in excess of base year amounts. 

At December 31, 1997, the Company had long-term capital lease and operating lease obligations which provide for aggregate minimum 
payments of $251,401 in 1998, $201,653 in 1999 and $127,610 in 2000. The Company is required to expend $6 million over a period 
coinciding with funding by the Company to UAB on its influenza neuraminidase project of which approximately $5.2 million was expended 
through December 31, 1997. In 1997, the Company upgraded all its personal computers and established a network using software packages that 
are generally year 2000 compliant. Consequently, the Company does not anticipate incurring additional significant costs to ensure that its 
operations will not be adversely impacted by the year 2000 software problem. In addition, the Company has committed to conducting certain 
clinical trials and animal studies in 1997 for an aggregate amount of approximately $.9 million at December 31, 1997. 

As described in Note 9, the Company entered into a license agreement with Torii under which Torii paid the Company $1.5 million in license 
fees and made a $1.5 million equity investment in the Company in 1996 and $1 million in a milestone payment in 1997. While the license 
agreement provides for additional potential milestone payments of up to $18 million and royalties on future sales of licensed products in Japan, 
there can be no assurance that Torii will continue to develop the product in Japan or that if it does so that it will result in meeting the milestones 
or achieving future sales of licensed products in Japan. 

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   2002.  EDGAR Online, Inc.

The Company plans to finance its needs principally from its existing capital resources and interest thereon, from payments under collaborative 
and licensing agreements with corporate partners, through research grants, and to the extent available, through lease or loan financing and future 
public or private financings. The Company believes that its available funds will be sufficient to fund the Company's operations at least through 
the end of 1998. However, this is a forward-looking statement, and no assurance can be given that there will be no change that would consume 
available resources significantly before such time. The Company's long-term capital requirements and the adequacy of its available funds will 
depend upon many factors, including continued scientific progress in its research, drug discovery and development programs, the magnitude of 
these programs, progress with preclinical studies and clinical trials, prosecuting and enforcing patent claims, competing technological and 
market developments, changes in existing collaborative research or development relationships, the ability of the Company to establish 
additional collaborative relationships, and the cost of manufacturing scale-up and effective marketing activities and arrangements. Additional 
funding, whether through additional sales of securities or collaborative or other arrangements with corporate partners or from other sources, 
may not be available when needed or on terms acceptable to the Company. Insufficient funds may require the Company to delay, scale-back or 
eliminate certain of its research and development programs or to license third parties to commercialize products or technologies that the 
Company would otherwise undertake itself. 

Certain Factors That May Affect Future Results, Financial Condition and the Market Price of Securities 

Early Stage of Development; Uncertainty of Product Development; Technological Uncertainty 

BioCryst is at an early stage of development. All of the Company's compounds are in research and development, and no revenues have been 
generated from sales of its compounds. It will be a number of years, if ever, before the Company will recognize significant revenues from 
product sales or royalties. To date, most of the Company's resources have been dedicated to the research and development of pharmaceutical 
compounds based upon its PNP program for the treatment of T-cell proliferative diseases and disorders and for the development of inhibitors of 
influenza neuraminidase and enzymes and proteins involved in the complement cascade. The Company is conducting preclinical and clinical 
studies with its lead drugs, BCX-34 and BCX-1470, and results from these studies may not support future human clinical testing or further 
development of the compound. Recently completed Phase III trials with a cream formulation of BCX-34 for treatment of CTCL and psoriasis 
did not show statistical efficacy. Accordingly, the Company has discontinued further development of the cream formulation of BCX-34, but is 
continuing its oral trials for BCX-34 and a Phase I trial for a topical ointment treatment for psoriasis. T-cell proliferative diseases, as well as the 
other disease indications the Company is studying, are highly complex and their causes are not fully known. The Company's compounds under 
development will require significant additional, time-consuming and costly research and development, preclinical testing and extensive clinical 
testing prior to submission of any regulatory application for commercial use. Product development of new pharmaceuticals is highly uncertain, 
and unanticipated developments, clinical or regulatory delays, unexpected adverse side effects or inadequate therapeutic efficacy could slow or 
prevent product development efforts and have a material adverse effect on the Company. BioCryst's lead drug, BCX-34, reversibly inhibits 
T-cell activity, an essential component of the human immune system. In addition to any direct toxicities or side effects the drug may cause, 
BCX-34, while inhibiting T-cells, may compromise the immune system's ability to fight infection. Although the Company will monitor 
immunosuppression during drug dosing, there can be no assurance that the drug will not cause irreversible immunosuppression. There can be no 
assurance that the Company's research or product development efforts as to any particular compound will be successfully completed, that the 
compounds currently under development will be safe or efficacious, that required regulatory approvals can be obtained, that products can be 
manufactured at acceptable cost and with appropriate quality or that any approved products can be successfully marketed or will be accepted by 
patients, health care providers and third-party payors. Few drugs discovered by use of structure-based drug design have been successfully 
developed, approved by the FDA or marketed. Within the pharmaceutical industry, treatment of the disease indications being pursued by the 
Company, especially T-cell proliferative diseases such as CTCL and psoriasis, have proven difficult. There can be no assurance that drugs 
resulting from the approach of structure-based drug design employed by the Company will overcome the difficulties of drug discovery and 
development or result in commercially successful products. 

Uncertainty Associated with Preclinical and Clinical Testing 

Before obtaining regulatory approvals for the commercial sale of any of its products, BioCryst must undertake 

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extensive preclinical and clinical testing to demonstrate their safety and efficacy in humans. The Company has limited experience in conducting 
clinical trials. To date, the Company has conducted initial preclinical testing of certain of its compounds and is testing oral and topical ointment 
formulations of BCX-34 in various clinical trials. The results of initial preclinical and clinical testing of compounds under development by the 
Company are neither necessarily predictive of results that will be obtained from subsequent or more extensive preclinical and clinical testing 
nor necessarily acceptable to the FDA to support applications for marketing permits. However, the Company recently completed two Phase III 
trials of a topical cream formulation of BCX-34 which did not show statistical efficacy. Even if the results of subsequent clinical tests are 
positive, products, if any, resulting from the Company's research and development programs are not likely to be commercially available for 
several years. Additionally, the Company has made and may in the future make changes to the formulation of its drugs and/or to the processes 
for manufacturing its drugs. Any such future changes in formulation or manufacturing processes could result in delays in conducting further 
preclinical and clinical testing, in unexpected adverse events in further preclinical and clinical testing, and/or in additional development 
expenses. Furthermore, there can be no assurance that clinical studies of products under development will be acceptable to the FDA or 
demonstrate the safety and efficacy of such products at all or to the extent necessary to obtain regulatory approvals of such products. 
Companies in the industry have suffered significant setbacks in advanced clinical trials, even after promising results in earlier trials. The failure 
to comply with data integrity GCP requirements or to adequately demonstrate the safety and efficacy of a therapeutic product under 
development could delay or prevent regulatory approval of the product, and would have a material adverse effect on the Company. 

The rate of completion of clinical trials is dependent upon, among other factors, the rate of enrollment of patients. Patient accrual is a function 
of many factors, including the size of the patient population, the proximity of patients to clinical sites, the eligibility criteria for the study and 
the existence of competitive clinical trials. Delays in planned patient enrollment in the Company's current trials or future clinical trials may 
result in increased costs and/or program delays which could have a material adverse effect on the Company. 

Government Regulation; No Assurance of Product Approval 

The research, testing, manufacture, labeling, distribution, advertising, marketing and sale of drug products are subject to extensive regulation by 
governmental authorities in the United States and other countries. Prior to marketing, compounds developed by the Company must undergo an 
extensive regulatory approval process required by the FDA and by comparable agencies in other countries. This process, which includes 
preclinical studies and clinical trials of each compound to establish its safety and effectiveness and confirmation by the FDA that good 
laboratory, clinical and manufacturing practices were maintained during testing and manufacturing, can take many years, requires the 
expenditure of substantial resources and gives larger companies with greater financial resources a competitive advantage over the Company. To 
date, no compound or drug candidate being evaluated by the Company has been submitted for approval to the FDA or any other regulatory 
authority for marketing, and there can be no assurance that any such product or compound will ever be approved for marketing or that the 
Company will be able to obtain the labeling claims desired for its products or compounds. The Company is and will continue to be dependent 
upon the laboratories and medical institutions conducting its preclinical studies and clinical trials to maintain both good laboratory and good 
clinical practices and, except for the formulating and packaging of small quantities of its drug formulations which the Company is currently 
undertaking, upon the manufacturers of its compounds to maintain compliance with current good manufacturing practices ("GMP") 
requirements. Data obtained from preclinical studies and clinical trials are subject to varying interpretations which could delay, limit or prevent 
FDA regulatory approval. Delays or rejections may be encountered based upon changes in FDA policy for drug approval during the period of 
development and FDA regulatory review. Similar delays also may be encountered in foreign countries. Moreover, even if approval is granted, 
such approval may entail commercially unacceptable limitations on the labeling claims for which a compound may be marketed. Even if such 
regulatory approval is obtained, a marketed drug or compound and its manufacturer are subject to continual review and inspection, and later 
discovery of previously unknown problems with the product or manufacturer may result in restrictions or sanctions on such product or 
manufacturer, including withdrawal of the product from the market, and other enforcement actions. 

In June 1995 the Company notified the FDA that it had submitted incorrect efficacy data to the FDA pertaining to its Phase II dose-ranging 
studies of BCX-34 for CTCL and psoriasis. The FDA inspected the Company in November 1995 

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   2002.  EDGAR Online, Inc.

in relation to a study involving the topical application of BCX-34 concluded in early 1995, and in June 1996 the FDA inspected the Company 
and one of its clinical sites in relation to a Phase II dose-ranging study of BCX-34 for CTCL and a Phase II dose ranging study for psoriasis, 
both of which were concluded in early 1995. After each inspection, the FDA issued to the Company a Form FDA 483 setting forth certain 
deficient GCP procedures followed by the Company, some of which resulted in submission to the FDA of efficacy data which reported false 
statistical significance. The FDA also issued a Form FDA 483 to the principal investigator at one of the Company's clinical sites citing 
numerous significant deficiencies in the conduct of the Phase II dose-ranging studies of BCX-34 for CTCL and psoriasis. These deficiencies 
included improper delegations of authority by the principal investigator, failures to follow the protocols, institutional review board deviations, 
and discrepancies or deficiencies in documentation and reporting. As a consequence of the FDA inspections and such resulting Form FDA 
483s, the Company's ongoing clinical studies are likely to receive increased scrutiny since the same clinical site which received the Form FDA 
483 is involved in the Company's oral trials; this may delay the regulatory review process or require the Company to increase the number of 
patients at other sites to obtain approval (which can not be assured on a timely basis or at all). The Company has adjusted certain of its 
procedures, but there can be no assurance that the FDA will find such adjustments to be in compliance with FDA requirements or that, even if it 
does find such adjustments to be in compliance, it will not seek to impose administrative, civil or other sanctions in connection with the earlier 
studies. Administrative sanctions could include refusing to accept earlier studies and requiring the Company to repeat one or more clinical 
studies, which would be the only studies the FDA would accept for purposes of substantive scientific review of any NDA by the agency. 

Such sanctions or other government regulation may delay or prevent the marketing of products being developed by the Company, impose costly 
procedures upon the Company's activities and confer a competitive advantage to larger companies or companies that are more experienced in 
regulatory affairs and that compete with the Company. There can be no assurance that FDA or other regulatory approval for any products 
developed by the Company will be granted on a timely basis, or at all. Delay in obtaining or failure to obtain such regulatory approvals will 
materially adversely affect the marketing of any products which may be developed by the Company, as well as the Company's results of 
operations. 

History of Operating Losses; Accumulated Deficit; Uncertainty of Future Profitability 

BioCryst, to date, has generated no revenue from product sales and has incurred losses since its inception. As of December 31, 1997, the 
Company's accumulated deficit was approximately $48.4 million. Losses have resulted principally from costs incurred in research activities 
aimed at discovering, designing and developing the Company's pharmaceutical product candidates and from general and administrative costs. 
These costs have exceeded the Company's revenues, which to date have been generated primarily from collaborative arrangements, licenses, 
research grants and from interest income. The Company expects to incur significant additional operating losses over the next several years and 
expects such losses to increase as the Company's research and development and clinical trial efforts expand. The Company's ability to achieve 
profitability depends upon its ability to develop drugs and to obtain regulatory approval for its products that may be developed, to enter into 
agreements for product development, manufacturing and commercialization, and to develop the capacity to manufacture, market and sell its 
products. There can be no assurance that the Company will ever achieve significant revenues or profitable operations. 

Additional Financing Requirements; Uncertainty of Additional Funding 

The Company has incurred negative cash flows from operations in each year since its inception. The Company expects that the funding 
requirements for its operating activities will increase substantially in the future due to expanded research and development activities (including 
preclinical studies and clinical trials), the development of manufacturing capabilities and the development of marketing and distribution 
capabilities. The Company anticipates that its capital resources are adequate to satisfy its capital requirements at least through 1998. However, 
this is a forward-looking statement, and no assurance can be given that there will be no change that would consume available resources 
significantly before such time. The Company's future capital requirements will depend on many factors, including continued scientific progress 
in its research, drug discovery and development programs, the magnitude of these programs, progress with preclinical studies and clinical trials, 
prosecuting and enforcing patent claims, competing technological and market developments, changes in existing collaborative research or 
development relationships, the ability of the Company to establish additional collaborative relationships, and the cost of manufacturing scale-up 
and 

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   2002.  EDGAR Online, Inc.

effective marketing activities and arrangements. The Company anticipates, based on its current business plan, that it will be necessary to raise 
additional funds in 1999 or earlier. Additional funds, if any, may possibly be raised through financing arrangements or collaborative 
relationships and/or the issuance of preferred or common stock or convertible securities, on terms and prices significantly more favorable than 
those of the currently outstanding Common Stock, which could have the effect of diluting or adversely affecting the holdings or rights of 
existing stockholders of the Company. In addition, collaborative arrangements may require the Company to transfer certain material rights to 
such corporate partners. If adequate funds are not available, the Company will be required to delay, scale back or eliminate one or more of its 
research, drug discovery or development programs or attempt to obtain funds through arrangements with collaborative partners or others that 
may require the Company to relinquish some or all of its rights to certain of its intellectual property, product candidates or products. No 
assurance can be given that additional financing will be available to the Company on acceptable terms, if at all. 

Competition 

The Company is engaged in the pharmaceutical industry, which is characterized by extensive research efforts, rapid technological progress and 
intense competition. There are many public and private companies, including well-known pharmaceutical companies, chemical companies, 
specialized biotechnology companies and academic institutions, engaged in developing synthetic pharmaceuticals and biotechnological 
products for human therapeutic applications that represent significant competition to the Company. Existing products and therapies and 
improvements thereto will compete directly with products the Company is seeking to develop and market, and the Company is aware that other 
companies or institutions are pursuing development of new drugs and technologies directly targeted at applications for which the Company is 
developing its drug compounds. Many of the Company's competitors have substantially greater financial and technical resources and production 
and marketing capabilities and experience than does the Company. The Company has granted Novartis, a worldwide exclusive license to 
several compounds in the Company's sixth group of PNP inhibitors. Such arrangement with Novartis does not include BCX-34 or most of the 
Company's other compounds. No assurance can be given that Novartis will or will not develop compounds under such arrangements, will be 
able to obtain FDA approval for any licensed compounds, that any such licensed compounds if so approved will be able to be commercialized 
successfully, or that the Company will realize any revenues pursuant to such arrangements. If commercialized, these compounds could compete 
directly against other compounds, including BCX-34, being developed by the Company. 

Many of the Company's competitors have significantly greater experience in conducting preclinical studies and clinical trials of new 
pharmaceutical products and in obtaining FDA and other regulatory approvals for health care products. Accordingly, BioCryst's competitors 
may succeed in obtaining approvals for their products more rapidly than the Company and in developing products that are safer or more 
effective or less costly than any that may be developed by the Company and may also be more successful than the Company in the production 
and marketing of such products. Many of the Company's competitors also have current GMP facilities and significantly greater experience in 
implementing GMP or in obtaining and maintaining the requisite regulatory standards for manufacturing. Moreover, other technologies are, or 
may in the future become, the basis for competitive products. Competition may increase further as a result of the potential advances from 
structure-based drug design and greater availability of capital for investment in this field. There can be no assurance that the Company's 
competitors will not succeed in developing technologies and products that are more effective than any being developed by the Company or that 
would render the Company's technology and product candidates obsolete or noncompetitive. 

Dependence on Collaborative Partners; Relationship with The University of Alabama at Birmingham 

The Company's strategy for research, development and commercialization of certain of its products is to rely in part upon various arrangements 
with corporate partners, licensees and others. As a result, the Company's products are dependent in large part upon the subsequent success of 
such third parties in performing preclinical studies and clinical trials, obtaining regulatory approvals, manufacturing and marketing. The 
Company entered into an exclusive license agreement with Torii in May 1996 to develop, manufacture and commercialize in Japan BCX-34 
and certain other PNP inhibitor compounds for three indications. The Company has also entered into collaborative arrangements with Novartis 
and intends to pursue additional collaborations in the future. There can be no assurance that the Company will be able to negotiate additional 
acceptable collaborative arrangements or that such arrangements will be successful. No 

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   2002.  EDGAR Online, Inc.

assurance can be given that the Company's collaborative partners will be able to obtain FDA approval for any licensed compounds, that any 
such licensed compounds, if so approved, will be able to be commercialized successfully, or that the Company will realize any revenues 
pursuant to such arrangements. Although the Company believes that parties to collaborative arrangements generally have an economic 
motivation to succeed in performing their contractual responsibilities, the amount and timing of resources which they devote to these activities 
are not within the control of the Company. There can be no assurance that such parties will perform their obligations as expected or that current 
or potential collaborators will not pursue treatments for other diseases or seek alternative means of developing treatments for the diseases 
targeted by collaborative programs with the Company or that any additional revenues will be derived from such arrangements. If any of the 
Company's collaborators breaches or terminates its agreement with the Company or otherwise fails to conduct its collaborative activities in a 
timely manner, the development or commercialization of the product candidate or research program under such collaboration agreement may be 
delayed, the Company may be required to undertake unforeseen additional responsibilities or to devote unforeseen additional resources to such 
development or commercialization, or such development or commercialization could be terminated. The termination or cancellation of 
collaborative arrangements could also adversely affect the Company's financial condition, intellectual property position and operations. In 
addition, disagreements between collaborators and the Company have in the past and could in the future lead to delays in the collaborative 
research, development or commercialization of certain product candidates, or could require or result in legal process or arbitration for 
resolution. These consequences could be time-consuming, expensive and could have material adverse effects on the Company. 

The successful commercialization of the Company's compounds and product candidates is also dependent upon the Company's ability to 
develop collaborative arrangements with academic institutions and consultants to support research and development efforts and to conduct 
clinical trials. The Company's primary academic collaboration is with UAB. The Company is highly dependent upon its collaborative 
arrangements with UAB to support its ongoing research and development programs and the termination or cessation of such relationship could 
have a material adverse effect upon the Company. There can be no assurance that the Company's current arrangements with UAB will continue 
or that the Company will be able to develop successful collaborative arrangements with academic institutions and consultants in the future. 

Uncertainty of Protection of Patents and Proprietary Rights 

The Company's success will depend in part on its ability to obtain and enforce patent protection for its products, preserve its trade secrets, and 
operate without infringing on the proprietary rights of third parties, both in the United States and in other countries. In the absence of patent 
protection, the Company's business may be adversely affected by competitors who develop substantially equivalent technology. Because of the 
substantial length of time and expense associated with bringing new products through development and regulatory approval to the marketplace, 
the pharmaceutical and biotechnology industries place considerable importance on obtaining and maintaining patent and trade secret protection 
for new technologies, products and processes. To date, the Company has been issued seven United States patents related to its PNP inhibitor 
compounds. One of these compounds is under a patent issued to Warner-Lambert and the Company may require a license from 
Warner-Lambert to market a product containing one or both of these compounds. The Company has the right of first refusal to negotiate a 
license from Warner-Lambert for that compound, however, there can be no assurance that such a license would be available or obtainable on 
terms acceptable to the Company. A patent has also been issued by the PTO on a new process to prepare BCX-34 and other PNP inhibitors and 
an additional patent application has been filed for another new process to prepare BCX-34 and other PNP inhibitors. In addition, one patent has 
been issued by the PTO and two patent applications have been filed with the PTO relating to inhibitors of influenza neuraminidase. Also, two 
provisional United States patent applications have been filed with the PTO on complement inhibitors. The Company has filed certain 
corresponding foreign patent applications and intends to file additional foreign patent applications and additional United States patent 
applications, as appropriate. There can be no assurance that patents will be issued from such applications, that the Company will develop 
additional products that are patentable or that present or future patents will provide sufficient protection to the Company's present or future 
technologies, products and processes. In addition, there can be no assurance that others will not independently develop substantially equivalent 
proprietary information, design around the Company's patents or obtain access to the Company's know-how or that others will not successfully 
challenge the validity of the Company's patents or be issued patents which may prevent the sale of one or more of the Company's product 
candidates, or require licensing and the payment of significant fees or royalties by the Company to third parties in order 

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to enable the Company to conduct its business. Legal standards relating to the scope of claims and the validity of patents in the fields in which 
the Company is pursuing research and development are still evolving, are highly uncertain and involve complex legal and factual issues. No 
assurance can be given as to the degree of protection or competitive advantage any patents issued to the Company will afford, the validity of 
any such patents or the Company's ability to avoid infringing any patents issued to others. Further, there can be no guarantee that any patents 
issued to or licensed by the Company will not be infringed by the products of others. Litigation and other proceedings involving the defense and 
prosecution of patent claims can be expensive and time consuming, even in those instances in which the outcome is favorable to the Company, 
and can result in the diversion of resources from the Company's other activities. An adverse outcome could subject the Company to significant 
liabilities to third parties, require the Company to obtain licenses from third parties or require the Company to cease any related research and 
development activities or sales. 

The Company's success is also dependent upon the skills, knowledge and experience (none of which is patentable) of its scientific and technical 
personnel. To help protect its rights, the Company requires all employees, consultants, advisors and collaborators to enter into confidentiality 
agreements which prohibit the disclosure of confidential information to anyone outside the Company and requires disclosure and assignment to 
the Company of their ideas, developments, discoveries and inventions. There can be no assurance, however, that these agreements will provide 
adequate protection for the Company's trade secrets, know-how or other proprietary information in the event of any unauthorized use or 
disclosure or the lawful development by others of such information. 

The Company's management and scientific personnel have been recruited primarily from other pharmaceutical companies and academic 
institutions. In many cases, these individuals are continuing research in the same areas with which they were involved prior to joining BioCryst 
and may be restricted by agreement from disclosing to the Company trade secrets they learned elsewhere. As a result, the Company could be 
subject to allegations of violation of such agreements and similar claims and litigation regarding such claims could ensue. 

Dependence on Key Management and Qualified Personnel 

The Company is highly dependent upon the efforts of its senior management and scientific team. The loss of the services of one or more 
members of the senior management and scientific team could significantly impede the achievement of development objectives. Although the 
Company maintains, and is the beneficiary of, a $2 million key-man insurance policy on the life of Charles E. Bugg, Ph.D., Chairman of the 
Board of Directors and Chief Executive Officer, the Company does not believe the proceeds would be adequate to compensate for his loss. Due 
to the specialized scientific nature of the Company's business, the Company is also highly dependent upon its ability to attract and retain 
qualified scientific, technical and key management personnel. There is intense competition for qualified personnel in the areas of the Company's 
activities, and there can be no assurance that the Company will be able to continue to attract and retain qualified personnel necessary for the 
development of its existing business and its expansion into areas and activities requiring additional expertise, such as production and marketing. 
The loss of, or failure to recruit, scientific, technical and managerial personnel could have a material adverse effect on the Company. In 
addition, the Company relies on members of its Scientific Advisory Board and consultants to assist the Company in formulating its research and 
development strategy. All of the members of the Scientific Advisory Board and all of the Company's consultants are employed by other 
employers, and each such member or consultant may have commitments to, or consulting or advisory contracts with, other entities that may 
limit their availability to the Company. 

Lack of Manufacturing, Marketing or Sales Capability 

The Company has not yet manufactured or marketed any products and currently does not have the facilities to manufacture its product 
candidates in commercial quantities under GMP as prescribed and required by the FDA. To be successful, the Company's products must be 
manufactured in commercial quantities under GMP and at acceptable costs. Although the Company is formulating and packaging under GMP 
conditions small amounts of certain drug formulations which are the subject of preclinical studies and clinical trials, the current facilities of the 
Company are not adequate for commercial scale production. Therefore, the Company will need to develop its own GMP manufacturing facility 
and/or depend on its collaborators, licensees or contract manufacturers for the commercial manufacture of its products. The Company has no 
experience in such commercial manufacturing and no assurance can be given that the Company will be able to make the transition to 
commercial production successfully or at an acceptable cost. In 

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addition, no assurance can be given that the Company will be able to make arrangements with third parties to manufacture its products on 
acceptable terms, if at all. The inability of the Company to manufacture or provide for the manufacture of any products it may develop on a 
cost-effective basis would have a material adverse effect on the Company. 

The Company has no experience in marketing, distributing or selling pharmaceutical products and will have to develop a pharmaceutical sales 
force and/or rely on its collaborators, licensees or arrangements with others to provide for the marketing, distribution and sales of any products 
it may develop. There can be no assurance that the Company will be able to establish marketing, distribution and sales capabilities or make 
arrangements with collaborators, licensees or others to perform such activities. 

Uncertainty of Third-Party Reimbursement and Product Pricing 

Successful commercialization of any pharmaceutical products the Company may develop will depend in part upon the availability of 
reimbursement or funding from third-party health care payors such as government and private insurance plans. There can be no assurance that 
third-party reimbursement or funding will be available for newly approved pharmaceutical products or will permit price levels sufficient to 
realize an appropriate return on the Company's investment in its pharmaceutical product development. The U.S. Congress is considering a 
number of legislative and regulatory reforms that may affect companies engaged in the health care industry in the United States. Although the 
Company cannot predict whether these proposals will be adopted or the effects such proposals may have on its business, the existence and 
pendency of such proposals could have a material adverse effect on the Company in general. In addition, the Company's ability to 
commercialize potential pharmaceutical products may be adversely affected to the extent that such proposals have a material adverse effect on 
other companies that are prospective collaborators with respect to any of the Company's pharmaceutical product candidates. 

Third-party payors are continuing their efforts to contain or reduce the cost of health care through various means. For example, third-party 
payors are increasingly challenging the prices charged for medical products and services. Also, the trend toward managed health care in the 
United States and the concurrent growth of organizations, such as health maintenance organizations, which can control or significantly influence 
the purchase of health care services and products, as well as legislative proposals to reform health care or reduce government insurance 
programs, may result in lower prices for pharmaceutical products. The cost containment measures that health care providers are instituting and 
the effect of any health care reform could materially adversely affect the Company's ability to sell its products if successfully developed and 
approved. 

Risk of Product Liability; Availability of Insurance 

The Company's business may be affected by potential product liability risks which are inherent in the testing, manufacturing and marketing of 
pharmaceutical and other products under development by the Company. There can be no assurance that product liability claims will not be 
asserted against the Company, its collaborators or licensees. The use of products developed by the Company in clinical trials and the 
subsequent sale of such products is likely to cause BioCryst to bear all or a portion of those risks. The Company does not have product liability 
insurance but does maintain coverage for clinical trials in the amount of $6 million per occurrence and in the aggregate. No assurance can be 
given that such insurance will be adequate to cover claims made with respect to the clinical trials. There can be no assurance that the Company 
will be able to obtain or maintain adequate product liability insurance on acceptable terms or that such insurance will provide adequate 
coverage against potential liabilities. Furthermore, there can be no assurance that any collaborators or licensees of BioCryst will agree to 
indemnify the Company, be sufficiently insured or have a net worth sufficient to satisfy any such product liability claims. 

Hazardous Materials; Compliance with Environmental Regulations 

The Company's research and development involves the controlled use of hazardous materials, chemicals and various radioactive compounds. 
Although the Company believes that its safety procedures for handling and disposing of such materials comply with the standards prescribed by 
state and federal regulations, the risk of accidental contamination or injury from these materials cannot be completely eliminated. In the event of 
such an accident, the Company could be 

24 

   2002.  EDGAR Online, Inc.

held liable for any damages that result and any such liability could exceed the resources of the Company. The Company may incur substantial 
costs to comply with environmental regulations if the Company develops manufacturing capacity. 

Control by Existing Management and Stockholders; Effect of Certain Anti-Takeover Considerations 

The Company's directors, executive officers and certain principal stockholders and their affiliates own beneficially approximately 30.8% of the 
Common Stock. Accordingly, such holders, if acting together, may have the ability to exert significant influence over the election of the 
Company's Board  of Directors and other matters submitted to the Company's stockholders for approval. The voting power of these holders may 
discourage or prevent any proposed takeover of the Company unless the terms thereof are approved by such holders. Pursuant to the Company's 
Composite Certificate of Incorporation (the "Certificate of Incorporation"), shares of Preferred Stock may be issued by the Company in the 
future without stockholder approval and upon such terms as the Board of Directors may determine. The rights of the holders of Common Stock 
will be subject to, and may be adversely affected by, the rights of the holders of any Preferred Stock that may be issued in the future. The 
issuance of Preferred Stock could have the effect of discouraging a third party from acquiring a majority of the outstanding Common Stock of 
the Company and preventing stockholders from realizing a premium on their shares. The Company's Certificate of Incorporation also provides 
for staggered terms for the members of the Board of Directors. A staggered Board of Directors and certain provisions of the Company's by-laws 
and of Delaware law applicable to the Company could delay or make more difficult a merger, tender offer or proxy contest involving the 
Company. 

Price Volatility 

The securities markets have from time to time experienced significant price and volume fluctuations that have often been unrelated to the 
operating performance of particular companies. In addition, the market prices of the common stock of many publicly traded emerging 
pharmaceutical and biopharmaceutical companies have in the past been, and can in the future be expected to be, especially volatile. 
Announcements of technological innovations or new products by the Company or its competitors, developments or disputes concerning patents 
or proprietary rights or collaboration partners, achieving or failing to achieve development milestones, publicity regarding actual or potential 
medical results relating to products under development by the Company or its competitors, regulatory developments in both U.S. and foreign 
countries, public concern as to the safety of pharmaceutical products and economic and other external factors, as well as period-to-period 
fluctuations in the Company's financial results, may have a significant impact on the market price of the Common Stock. 

25 

   2002.  EDGAR Online, Inc.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 

BALANCE SHEETS 

                                                                  December 31, 
                                                                  ------------ 
Assets                                                        1997           1996 
                                                          ------------   ------------ 
Cash and cash equivalents (Note 3)                        $  3,757,098   $  3,635,780 
Securities held-to-maturity                                 15,723,631     24,229,033 
Prepaid expenses and other current assets                      214,777        233,454 
                                                          ------------   ------------ 
      Total current assets                                  19,695,506     28,098,267 
Securities held-to-maturity                                  5,162,757      7,919,855 
Furniture and equipment, net (Note 2)                        1,557,537      1,130,790 
Patents                                                         68,928 
                                                          ------------   ------------ 
      Total assets                                        $ 26,484,728   $ 37,148,912 
                                                          ============   ============ 

Liabilities and Stockholders' Equity 
Accounts payable                                          $    245,180   $    615,433 
Accrued expenses (Note 4)                                      306,433        240,878 
Accrued taxes, other than income (Note 4)                      166,177        209,954 
Accrued vacation                                                89,777         83,277 
Current maturities of long-term debt (Note 5)                                  18,560 
Current maturities of capital lease obligations (Note 5)        57,896        219,117 
                                                          ------------   ------------ 
      Total current liabilities                                865,463      1,387,219 
                                                          ------------   ------------ 
Capital lease obligations (Note 5)                              34,469         58,472 
                                                          ------------   ------------ 
Deferred license fee (Note 9)                                  300,000        300,000 
                                                          ------------   ------------ 
Stockholders' equity (Notes 7 and 8): 
  Preferred stock, $.01 par value, shares authorized- 
      5,000,000; none issued and outstanding 
  Common stock, $.01 par value; shares authorized - 
     45,000,000; shares issued and outstanding - 
     13,817,667 - 1997; 13,697,734 - 1996                      138,177        136,977 
  Additional paid-in capital                                73,531,104     73,031,864 
  Accumulated deficit                                      (48,384,485)   (37,765,620) 
                                                          ------------   ------------ 
      Total stockholders' equity                            25,284,796     35,403,221 
                                                          ------------   ------------ 
Commitments and contingency (Notes 5 and 9) 
      Total liabilities and stockholders' equity          $ 26,484,728   $ 37,148,912 
                                                          ============   ============ 

See accompanying notes to financial statements. 

26 

   2002.  EDGAR Online, Inc.

STATEMENTS OF OPERATIONS 

                                                       Years Ended December 31, 
                                                       ------------------------ 
                                                  1997           1996           1995 
                                              ------------   ------------   ------------ 
Revenues: 
   Collaborative and other research and 
    development (Notes 1 and 9)               $  1,000,000   $  1,558,543   $    222,329 
   Interest and other                            1,692,521      1,093,617        662,259 
                                              ------------   ------------   ------------ 
      Total revenues                             2,692,521      2,652,160        884,588 
                                              ------------   ------------   ------------ 
Expenses: 
   Research and development                     10,577,369      7,586,159      7,107,249 
   General and administrative                    2,682,137      2,664,197      2,209,488 
   Interest                                         51,880        100,031        144,115 
                                              ------------   ------------   ------------ 
      Total expenses                            13,311,386     10,350,387      9,460,852 
                                              ------------   ------------   ------------ 
Net loss                                      $(10,618,865)  $ (7,698,227)  $ (8,576,264) 
                                              ============   ============   ============ 

Net loss per share (Note 1)                   $       (.77)  $       (.69)  $       (.96) 

Weighted average shares outstanding (Note 1)    13,779,698     11,171,035      8,905,099 

See accompanying notes to financial statements. 

27 

   2002.  EDGAR Online, Inc.

STATEMENTS OF STOCKHOLDERS' EQUITY 

                                                                        Additional                       Total Stock- 
                                                            Common        Paid-in      Accumulated         Holders' 
                                                            Stock         Capital        Deficit            Equity 
                                                           --------     -----------    ------------      ------------ 
Balance at December 31, 1994                               $ 79,072     $32,588,017    $(21,491,129)     $ 11,175,960 
Sale of common stock, 1,570,000 shares                       15,700       8,594,550                         8,610,250 
Exercise of stock options, 13,834 shares                        138          50,556                            50,694 
Employee stock purchase plan sales, 13,331 shares               133          65,725                            65,858 
Net loss                                                                                 (8,576,264)       (8,576,264) 
                                                           --------     -----------    ------------      ------------ 
Balance at December 31, 1995                                 95,043      41,298,848     (30,067,393)       11,326,498 
Sale of common stock, 3,376,608 shares                       33,766      30,495,652                        30,529,418 
Exercise of stock options, 45,255 shares                        453         190,987                           191,440 
Employee stock purchase plan sales, 18,101 shares               181         147,362                           147,543 
Exercise of warrants, 753,439 shares                          7,534         883,266                           890,800 
Compensation cost                                                            15,749                            15,749 
Net loss                                                                                 (7,698,227)       (7,698,227) 
                                                           --------     -----------    ------------      ------------ 
Balance at December 31, 1996                                136,977      73,031,864     (37,765,620)       35,403,221 
Exercise of stock options, 79,670 shares                        797         272,389                           273,186 
Employee stock purchase plan sales, 15,933 shares               160         163,632                           163,792 
Exercise of warrants, 24,330 shares                             243            (274)                              (31) 
Compensation cost                                                            63,493                            63,493 
Net loss                                                                                (10,618,865)      (10,618,865) 
                                                           --------     -----------    ------------      ------------ 
Balance at December 31, 1997                               $138,177     $73,531,104    $(48,384,485)     $ 25,284,796 
                                                           ========     ===========    ============      ============ 

See accompanying notes to financial statements. 

28 

   2002.  EDGAR Online, Inc.

STATEMENTS OF CASH FLOWS 

                                                                   Years Ended December 31, 
                                                                   ------------------------ 
                                                              1997           1996           1995 
                                                          ------------   ------------   ------------ 
Operating activities 
Net loss                                                  $(10,618,865)  $ (7,698,227)  $ (8,576,264) 
Adjustments to reconcile net loss to net cash used in 
operating activities: 
    Depreciation and amortization                              648,935        524,367        554,025 
    Non-monetary compensation cost                              63,493         15,749 
Changes in operating assets and liabilities: 
   Prepaid expenses and other assets                            18,677         45,932        (34,539) 
   Patents                                                     (68,928) 
   Accounts payable                                           (370,253)       405,256         62,063 
   Accrued expenses                                             65,555         53,205         16,661 
   Accrued taxes, other than income                            (43,777)      (140,269)       326,497 
   Accrued vacation                                              6,500        (27,427)       (24,023) 
                                                          ------------   ------------   ------------ 
Net cash used in operating activities                      (10,298,663)    (6,821,414)    (7,675,580) 
                                                          ------------   ------------   ------------ 
Investing activities 
Purchases of furniture and equipment                        (1,075,682)      (292,374)      (231,685) 
Purchase of marketable securities                          (12,200,183)   (36,950,717)   (11,397,640) 
Maturities of marketable securities                         23,462,683     10,080,905     14,313,366 
                                                          ------------   ------------   ------------ 
Net cash provided by/(used in) investing activities         10,186,818    (27,162,186)     2,684,041 
                                                          ------------   ------------   ------------ 
Financing activities 
Principal payments of debt and capital lease obligations      (254,547)      (274,789)      (278,354) 
Capital leases                                                  50,763 
Exercise of stock options                                      273,186        191,440         50,694 
Employee Stock Purchase Plan stock sales                       163,792        147,543         65,858 
Exercise of warrants                                               (31)       890,800 
Sale of common stock, net of issuance costs                                30,529,418      8,610,250 
                                                          ------------   ------------   ------------ 
Net cash provided by financing activities                      233,163     31,484,412      8,448,448 
                                                          ------------   ------------   ------------ 

Increase (decrease) in cash and cash equivalents               121,318     (2,499,188)     3,456,909 
Cash and equivalents at beginning of period                  3,635,780      6,134,968      2,678,059 
                                                          ------------   ------------   ------------ 
Cash and cash equivalents at end of period                $  3,757,098   $  3,635,780   $  6,134,968 
                                                          ============   ============   ============ 

See accompanying notes to financial statements. 

29 

   2002.  EDGAR Online, Inc.

NOTES TO FINANCIAL STATEMENTS 

Note 1 - Accounting Policies 

Basis of Presentation 

BioCryst Pharmaceuticals, Inc. (the "Company") is a pharmaceutical company using structure-based drug design to discover and design novel, 
small-molecule pharmaceutical products for the treatment of major immunological and infectious diseases and disorders. The Company has 
three research projects, of which only one is in clinical trials. While the prospects for a project may increase as the project advances to the next 
stage of development, a project can be terminated at any stage of development. Until the Company generates revenues from either a research 
project or an approved product, its ability to continue research projects is dependent upon its ability to raise funds. The Company relies on sole 
suppliers to manufacture its BCX-34 compound for clinical trials and is evaluating supply sources for commercial production. 

Net Loss Per Share 

Net loss per share is computed using the weighted average number of shares of common stock outstanding. Common equivalent shares from 
unexercised stock options and warrants are excluded from the computation as their effect is anti-dilutive. Due to this anti-dilutive effect, 
implementation of Statement of Financial Accounting Standards No. 128, Earnings per Share, issued February 1997, does not change the 
calculation of the Company's net loss per share. 

Securities Held-to-Maturity 

The Company is required to classify debt and equity securities as held-to-maturity, available-for-sale or trading. The appropriateness of each 
classification is reassessed at each reporting date. The only dispositions were maturities of securities held-to-maturity. At December 31, 1997, 
securities held-to-maturity consisted of $20,062,571 of U.S. Treasury and Agency securities and $823,817 of high-grade domestic corporate 
debt carried at amortized cost. All of the non-current portion of securities held-to-maturity are U.S. Treasury and Agency securities that mature 
in 1999. The amortized cost of all these securities at December 31, 1997 approximated market value. 

Furniture and Equipment 

Furniture and equipment are recorded at cost. Depreciation is computed using the straight-line method with estimated useful lives of five and 
seven years. Leased laboratory equipment is amortized over the lease life of five years. Leasehold improvements are amortized over the 
remaining lease period. 

Income Taxes 

The liability method is used in accounting for income taxes in accordance with Statement of Financial Accounting Standards No. 109 
("Statement No. 109"). Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting 
and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are 
expected to reverse. 

Revenue Recognition 

Research and development revenue on cost-reimbursement agreements is recognized as expenses are incurred, up to contractual limits. 
Research and development revenues, license fees and option fees are recognized as revenue when irrevocably due. Payments received which 
are related to future performance are deferred and taken into income as earned over a specified future performance period. 

Statements of Cash Flows 

For purposes of the statements of cash flows, the Company considers cash equivalents to be all cash held in money 

30 

   2002.  EDGAR Online, Inc.

market accounts or investments in debt instruments with maturities of three months or less at the time of purchase. 

Stock-Based Compensation 

The Company accounts for stock-based compensation under Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to 
Employees (APB No. 25). Under APB No. 25, the Company's stock option and employee stock purchase plans qualify as noncompensatory 
plans. Consequently, no compensation expense is recognized. Stock issued to non-employees is compensatory and a compensation expense is 
recognized under Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation ("Statement No. 123"). 

Use of Estimates 

Management is required to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results could 
differ from those estimates. 

Note 2 - Furniture and Equipment 

Furniture and equipment consisted of the following at December 31: 

                                                           1997          1996 
                                                        ----------    
---------- 
Furniture and fixtures                                  $  580,077    $  
276,057 
Laboratory equipment                                     1,023,440       
692,775 
Leased equipment                                           396,765     
1,220,778 
Leasehold improvements                                   1,170,719       
816,488 
                                                        ----------    
---------- 
                                                         3,171,001     
3,006,098 
Less accumulated depreciation and amortization           1,613,464     
1,875,308 
                                                        ----------    
---------- 
Furniture and equipment, net                            $1,557,537    
$1,130,790 
                                                        ==========    
========== 

The Company does not have any significant impairment losses under Statement of Financial Accounting Standards No. 121, Accounting for the 
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of. 

Note 3 - Concentration of Credit and Market Risk 

The Company invests its excess cash principally in marketable securities from a diversified portfolio of institutions with strong credit ratings 
and in U.S. government and agency bills and notes, and by policy, limits the amount of credit exposure at any one institution. These investments 
are generally not collateralized and primarily mature within one year. The Company has not realized any losses from such investments. At 
December 31, 1997, approximately $3,780,413 is invested in the Fidelity Institution Cash Portfolio, which invests in treasury notes and 
repurchase agreements. The Fidelity Institution Cash Portfolio is not insured. 

Note 4 - Accrued Expenses and Taxes 

Accrued expenses and taxes were comprised of the following at December 31: 

   2002.  EDGAR Online, Inc.

                                                           1997           1996 
                                                         --------       
-------- 
Accrued clinical trials                                  $159,183       $ 
65,725 
Accrued bonus                                              50,000         
50,000 
Payroll withholdings                                       48,640         
75,915 
Accrued other                                              48,610         
49,238 
                                                         --------       
-------- 
    Accrued expenses                                     $306,433       
$240,878 
                                                         ========       
======== 

Accrued franchise tax                                    $120,000       
$150,363 
Accrued other                                              46,177         
59,591 
                                                         --------       
-------- 
    Accrued taxes, other than income                     $166,177       
$209,954 
                                                         ========       
======== 

31 

   2002.  EDGAR Online, Inc.

Note 5 - Long-term Debt and Leases 

Long-term debt consisted of an installment loan paid in May 1997. The Company paid $51,880, $100,031 and $144,115 in interest on debt and 
lease obligations for the years ended December 31, 1997, 1996 and 1995, respectively. The Company had an unused line of credit of $500,000 
at December 31, 1997. 

The Company has the following capital lease obligations and operating leases at December 31, 1997: 

                                                          Capital      
Operating 
                                                           Leases        Leases 
                                                          --------      
-------- 
1998                                                      $ 72,724      
$178,677 
1999                                                        17,615       
184,038 
2000                                                        17,615       
109,995 
2001                                                         7,191 
                                                          --------      
-------- 
Total minimum payments                                     115,145      
$472,710 

======== 
Less interest                                               22,780 
                                                          -------- 
Present value of future minimum payments                    92,365 
Less current portion                                        57,896 
                                                          -------- 
Non-current portion                                       $ 34,469 
                                                          ======== 

Rent expense for operating leases was $186,004, $191,880 and $183,522 in 1997, 1996 and 1995, respectively. 

Note 6 - Income Taxes 

The Company has not had taxable income since incorporation and, therefore, has not paid any income tax. Deferred tax assets of approximately 
$20,500,000 and $14,600,000 at December 31, 1997 and 1996, respectively, have been recognized principally for the net operating loss and 
research and development credit carryforwards and have been reduced by a valuation allowance of $20,500,000 and $14,600,000 at December 
31, 1997 and 1996, respectively, which will remain until it is more likely than not that the related tax benefits will be realized. 

At December 31, 1997, the Company had net operating loss and research and development credit carryforwards ("Carryforward Tax Benefits") 
of approximately $44,600,000 and $3,400,000, respectively, which will expire in 2005 through 2012. Use of the Carryforward Tax Benefits 
will be subject to a substantial annual limitation due to the change of ownership provisions of the Tax Reform Act of 1986. The annual 
limitation is expected to result in the expiration of a portion of Carryforward Tax Benefits before utilization, which has been considered by the 
Company in its computations under Statement No. 109. Additional sales of the Company's equity securities may result in further annual 
limitations on the use of the Carryforward Tax Benefits against taxable income in future years. 

Note 7 - Stockholders' Equity 

The Company was incorporated on November 17, 1989 as a Nevada corporation. On December 29, 1989 it exchanged 384,901 shares of its 
common stock and 33,350 shares of its 8% Cumulative Convertible Preferred Stock, Series 1989 for the predecessor partnership interests of the 
general partner and limited partners. The partnership was dissolved as of January 15, 1990 and its assets and liabilities were transferred to the 
Company in an exchange accounted for in a manner similar to a pooling of interests. In 1991, the Company formed a wholly owned subsidiary, 
BioCryst Pharmaceuticals, Inc., a Delaware corporation; thereafter the Company was merged into BioCryst Pharmaceuticals, Inc., the surviving 
corporation. 

Warrants 

   2002.  EDGAR Online, Inc.

                                                                        
As part of financing arrangements, the Company has, at certain times, issued warrants to purchase 1,314,341 shares of the Company's common 
stock at no less than its estimated fair value at the date of grant. In return for their guarantees of a line of credit (now expired), three directors 
each received warrants (included in the 1,314,341 warrants) to purchase 

32 

   2002.  EDGAR Online, Inc.

49,400 shares of common stock at $6.00 per share. All warrants are exercisable at various five-year periods through 1998. In lieu of a cash 
exercise, the warrant holder may elect a net issue exercise. Under a net issue exercise, the shares to be issued are equal to the product of (a) the 
number of shares of common stock purchasable under the warrant being exercised, and (b) the fair market value of one share of common stock 
minus the exercise price divided by 
(c) the fair value of one share of common stock. 

At December 31, 1997 and 1996, 248,239 shares and 311,841 shares, respectively, of the Company's common stock were reserved for issuance 
under warrant agreements and the weighted average per share exercise price was $6.48 and $6.68, respectively. During 1997, warrants were 
exercised to purchase 24,330 shares via net issue exercise by giving up warrants to purchase 25,875 shares. During 1996, warrants were 
exercised to purchase 201,800 shares with cash and warrants to exercise 551,639 shares were exercised via net issue exercise by giving up 
warrants to purchase 249,061 shares. 

Options 

In November 1991, the Board of Directors adopted the 1991 Stock Option Plan ("Plan") for key employees and consultants of the Company 
and reserved 500,000 shares of common stock for the Plan. The Plan was approved by the stockholders on December 19, 1991. The term of the 
Plan is for ten years and includes both incentive stock options and non-statutory options. The option price for the incentive stock options shall 
not be less than the fair market value of common stock on the grant date. The option price per share for non-statutory stock options may not be 
less than 85% of the fair market value of common stock on the date of grant. The options generally vest 25% after one year and monthly 
thereafter on a pro rata basis over the next three years until fully vested after four years. Options are generally granted to all full-time 
employees. 

There are an aggregate of 3,146,045 shares reserved for future issuance for the options and warrants discussed above and the Stock Purchase 
Plan discussed in Note 8. 

The Company follows APB No. 25 in accounting for its Stock Option and Stock Purchase Plans and accordingly does not recognize a 
compensation cost. The Company has adopted the disclosure requirement of Statement No. 123 commencing in 1996. Since Statement No. 123 
is only applied to options granted after 1994, the pro forma disclosure should not necessarily be considered indicative of future pro forma 
results when the full four-year vesting (the period in which the compensation cost is recognized) is included in the disclosure in 1999. The fair 
value of each option grant is estimated on the grant date using the Black-Scholes option-pricing method with the following weighted-average 
assumptions used for grants in 1997, 1996 and 1995, respectively: no dividends, expected volatility of 57.8, 52.3 and 70.2 percent, risk-free 
interest rate of 
6.0, 6.1 and 6.1 percent and expected lives of five years. The weighted-average grant-date fair values of options granted during 1997 under the 
Stock Option and Employee Stock Purchase Plans were $5.42 and $3.07, respectively. Had the Company adopted Statement No. 123 and 
determined its compensation cost based on the fair value at the grant dates in 1997, 1996 and 1995, the Company's net loss and net loss per 
share would have been increased to the pro forma amounts shown below: 

                                       1997            1996            1995 
                                  -------------   -------------   ------------- 
Net loss            As reported   $ (10,618,865)  $  (7,698,227)  $  
(8,576,264) 
                    Pro forma       (11,657,646)     (8,279,551)     
(8,696,497) 
Net loss per share  As reported            (.77)           (.69)           
(.96) 
                    Pro forma              (.85)           (.74)           
(.98) 

The stockholders on April 16, 1993 and on March 1, 1994 (approving the Board of Directors' action of December 1993) authorized an 
amended and restated 1991 Stock Option Plan and approved an additional 1,000,000 shares of common stock for issuance ("Amended Plan"). 
The Amended Plan includes an increase of common stock reserved for issuance to 1,500,000 shares and establishes an automatic option grant 
program. The automatic option grant program grants options to new non-employee Board members to purchase 25,000 shares of common stock 
at an exercise price of the fair market value at the grant date for a maximum of ten years and is subject to vesting restrictions and early 
termination upon the optionee's cessation of Board  service. The vesting and exercise provisions of the options issued under the Amended Plan 
are subject to acceleration, under certain circumstances, upon the occurrence of a hostile 

33 

   2002.  EDGAR Online, Inc.

tender offer for more than 50% of the outstanding stock of the Company or if the Company is acquired. On May 29, 1995, the stockholders 
approved extending the automatic option grant to cover non-employee Board members not previously eligible for an automatic grant and 
approved an additional 500,000 shares of common stock for issuance, increasing the common stock reserved for issuance to 2,000,000 shares. 
On May 14, 1997, the stockholders approved increasing the automatic option grant to 40,000 shares and approved an additional 1,000,000 
shares (of which 75,576 were approved by the Board of Directors in 1996)  of common stock for issuance, increasing the common stock 
reserved for issuance to 3,000,000 shares. The following is an analysis of stock options for the three years ending December 31, 1997: 

                                                                    Weighted 
                                        Options      Options        Average 
                                       Available   Outstanding   Exercise 
Price 
                                       ---------   -----------   
-------------- 
Balance December 31, 1994                87,535     1,304,175       $  4.53 
Option plan amended                     500,000 
Options granted                        (384,800)      384,800          8.57 
Options exercised                                     (13,834)         3.66 
Options canceled                         45,079       (45,079)         4.63 
                                     ----------    ---------- 
Balance December 31, 1995               247,814     1,630,062          5.49 
Option plan amended                      75,576 
Options granted                        (302,540)      302,540         14.68 
Options exercised                                     (45,255)         4.23 
Options canceled                         45,625       (45,625)         4.19 
                                     ----------    ---------- 
Balance December 31, 1996                66,475     1,841,722          7.06 
Option plan amended                     924,424 
Options granted                        (590,810)      590,810         10.21 
Options exercised                                     (87,450)         4.02 
Options canceled                        139,850      (139,850)        10.33 
                                     ----------    ---------- 
Balance December 31, 1997               539,939     2,205,232          7.82 
                                     ==========    ========== 

There were 1,254,263, 1,027,416 and 773,730 options exercisable at December 31, 1997, 1996 and 1995, respectively. The weighted-average 
exercise price for options exercisable was $5.84, $4.92 and $4.35 at December 31, 1997, 1996 and 1995, respectively. 

The following table summarizes at December 31, 1997, by price range, (1) for options outstanding the number of options outstanding, their 
weighted-average remaining life and their weighted-average exercise price and (2) for options exercisable the number of options exercisable 
and their weighted-average exercise price: 

                          Outstanding                    Exercisable 
                          -----------                    ----------- 
  Range        Number        Life        Price       Number         Price 
  -----        ------        ----        -----       ------         ----- 
$ 2 to $ 5     628,664        4.4       $  3.75      574,629       $  
3.66 
  5 to   8     775,725        2.4          6.16      448,818          
5.95 
  8 to  12     281,388        2.1          9.07      150,547          
9.07 
 12 to  17     519,455         .8         14.56       80,269         
14.85 
             ---------                             --------- 
  2 to  17   2,205,232        2.5          7.82    1,254,263          
5.84 
             =========                             ========= 

   2002.  EDGAR Online, Inc.

Note 8 - Employee Benefit Plans 

On January 1, 1991, the Company adopted an employee retirement plan ("401(k) Plan") under Section 401(k) of the Internal Revenue Code 
covering all employees. Employee contributions may be made to the 401(k) Plan up to limits established by the Internal Revenue Service. 
Company matching contributions may be made at the discretion of the Board of Directors. The Company made a contribution of $45,603 in 
1997 and $30,000 in 1996. The Company did not make a contribution to the 401(k) Plan during the year ended December 31, 1995. 

On May 29, 1995, the stockholders approved an employee stock purchase plan ("Stock Purchase Plan") effective 

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   2002.  EDGAR Online, Inc.

February 1, 1995. The Company has reserved 200,000 shares of common stock under the Stock Purchase Plan. Eligible employees may 
authorize up to 15% of their salary to purchase common stock at the lower of 85% of the beginning or 85% of the ending price during the 
six-month purchase intervals. No more than 3,000 shares may be purchased by any one employee at the six-month purchase dates and no 
employee may purchase stock having a fair market value at the commencement date of $25,000 or more in any one calendar year. There were 
15,933 shares, 18,101 shares and 13,331 shares of common stock purchased under the Stock Purchase Plan in 1997, 1996 and 1995, 
respectively, at a weighted average price of $10.28, $8.15 and $4.94, respectively, per share. 

Note 9 - Collaborative and Other Research and Development Contracts 

The Company granted Novartis Pharmaceuticals Corporation, formerly Ciba-Geigy Corporation ("Novartis"), an option in 1990 to acquire 
exclusive licenses to a class of inhibitors arising from research performed by the Company by February 1991. The option was exercised and a 
$500,000 fee was paid to the Company in 1993. Milestone payments are due upon approval of a new drug application. The Company will also 
receive a royalty based upon a percentage of sales of any resultant products. Up to $300,000 of the initial fee received is refundable if sales of 
any resultant products are below specified levels. 

On November 7, 1991, the Company entered into a joint research and license agreement with The University of Alabama at Birmingham 
("UAB"). UAB will perform specific research on Factor D for the Company for a period of approximately three years in return for research and 
license fees. The agreement was replaced by a new agreement on July 18, 1995 granting the Company a worldwide license in exchange for 
funding UAB research in the amount of up to $288,000 annually and sharing in any royalties or sublicense fees arising from the joint research. 
In 1995, the Company expensed $68,638 under the original agreement and expensed $263,000 and $188,000 in 1997 and 1996, respectively, 
under the new agreement. On November 17, 1994, the Company entered into another agreement for a joint research and license agreement on 
influenza neuraminidase granting the Company a worldwide license. Under this agreement, the Company funds UAB research in the amount of 
up to $300,000 annually and UAB shares in any royalties or sublicense fees arising from the joint research. Under the agreement,$175,000, 
$225,000 and $300,000 were expensed in 1997, 1996 and 1995, respectively. The Company is required to expend $6 million, of which 
approximately $5.2 million was expended through December 31, 1997, on the project over a period to coincide with funding by the Company 
to UAB in order to maintain the Company's exclusive worldwide license. 

In May 1996, the Company entered into an exclusive license agreement with Torii Pharmaceutical Co., Ltd. ("Torii") to develop, manufacture 
and commercialize BCX-34 and certain other PNP inhibitor compounds in Japan for the treatment of rheumatoid arthritis, T-cell cancers and 
atopic dermatitis. Upon entering into the agreement, Torii paid the Company $1.5 million in license fees and made a $1.5 million equity 
investment in the Company, purchasing 76,608 shares of common stock at a purchase price of $19.58 per share. The first milestone payment of 
$1 million was received in 1997. The agreement further provides for additional potential milestone payments of up to $18 million and royalties 
on future sales of licensed products in Japan. Torii is responsible for all development, regulatory and commercialization expenses in Japan. The 
agreement is subject to termination by Torii at any time and by the Company in certain circumstances. Pursuant to the agreement, Torii may 
negotiate a license with the Company to develop BCX-34 and certain other PNP inhibitor compounds for additional indications. 

Note 10 - Quarterly Financial Information (Unaudited)(In thousands, except per 

share) 

                                     First       Second      Third       Fourth 
                                     -----       ------      -----       ------ 
1997 Quarters 
    Revenues                        $   452     $ 1,427     $   387     $   427 
    Net loss                         (3,149)     (2,080)     (2,513)     
(2,877) 
    Net loss per share                 (.23)       (.15)       (.18)       
(.21) 
1996 Quarters 
    Revenues                        $   168     $ 1,741     $   252     $   491 
    Net loss                         (1,913)     (1,211)     (2,512)     
(2,062) 
    Net loss per share                 (.20)       (.11)       (.23)       
(.15) 

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   2002.  EDGAR Online, Inc.

REPORT OF INDEPENDENT AUDITORS 

The Board of Directors 
BioCryst Pharmaceuticals, Inc. 

We have audited the accompanying balance sheets of BioCryst Pharmaceuticals, Inc. as of December 31, 1997 and 1996, and the related 
statements of operations, stockholders' equity and cash flows for each of the three years in the period ended December 31, 1997. These 
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial 
statements based on our audits. 

We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit 
to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test 
basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles 
used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our 
audits provide a reasonable basis for our opinion. 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of BioCryst 
Pharmaceuticals, Inc. at December 31, 1997 and 1996 and the results of its operations and its cash flows for each of the three years in the 
period ended December 31, 1997, in conformity with generally accepted accounting principles. 

                                                /s/ Ernst & Young, 
LLP 

Birmingham, Alabama 
January 21, 1998 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS 
ON ACCOUNTING AND FINANCIAL DISCLOSURE 

None. 

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   2002.  EDGAR Online, Inc.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT 

The directors and executive officers of the Company are as follows: 

PART III 

         Name                    Age       Position(s) with the Company 
         ----                    ---       ---------------------------- 
Charles E. Bugg, Ph.D.           56   Chairman, Chief Executive Officer and 
                                      Director 
J. Claude Bennett, M.D.          64   President, Chief Operating Officer and 
                                      Director 
John A. Montgomery, Ph.D.        73   Executive Vice President, Secretary, 
Chief 
                                      Scientific Officer and Director 
Ronald E. Gray                   57   Chief Financial Officer, Assistant 
                                      Secretary and Treasurer 
William W. Featheringill (2)     55   Director 
Edwin A. Gee, Ph.D. (1)(2)       78   Director 
Zola P. Horovitz, Ph.D.          63   Director 
Lindsay A. Rosenwald, M.D. (1)   42   Director 
Joseph H. Sherrill, Jr.          56   Director 
William M. Spencer, III (2)      77   Director 
Randolph C. Steer, M.D., Ph.D.   48   Director 

(1) Member of the Compensation Committee ("Compensation Committee"). 

(2) Member of the Audit Committee ("Audit Committee"). 

Charles E. Bugg, Ph.D. was named Chairman of the Board, Chief Executive Officer and Director in November 1993 and President in January 
1995. Dr. Bugg relinquished the position of President in December 1996 when Dr. Bennett joined the Company in that position. Prior to joining 
the Company, Dr. Bugg had served as the Director of the Center for Macromolecular Crystallography, Associate Director of the 
Comprehensive Cancer Center and Professor of Biochemistry at UAB since 1975. He was a Founder of BioCryst and served as the Company's 
first Chief Executive Officer from 1987-1988 while on a sabbatical from UAB. Dr. Bugg also served as Chairman of the Company's Scientific 
Advisory Board from January 1986 to November 1993. He continues to hold the position of Professor Emeritus in Biochemistry and Molecular 
Genetics at UAB, a position he has held since January 1994. 

J. Claude Bennett, M.D. was named President and Chief Operating Officer in December 1996 and elected a Director in January 1997. Prior to 
joining the Company, Dr. Bennett was President of UAB from October 1993 to December 1996 and Professor and Chairman of the Department 
of Medicine of UAB from January 1982 to October 1993. Dr. Bennett served on the Company's Scientific Advisory Board from 1989-96. He 
also serves as a member of the Board of Governors of the Magnuson Clinical Center of the National Institutes of Health. He also continues to 
hold the position of Distinguished University Professor Emeritus at UAB. 

John A. Montgomery, Ph.D. has been a Director since November 1989 and has been Secretary and Chief Scientific Officer since joining the 
Company in February 1990. He was Executive Vice President from February 1990 until May 1997, at which time he was named Senior Vice 
President. Dr. Montgomery was a Founder of BioCryst. Prior to joining the Company, Dr. Montgomery served as Senior Vice President of 
Southern Research Institute ("SRI") of Birmingham from January 1981 to February 1990. He continues to hold the position of Distinguished 
Scientist at SRI, a position he has held since February 1990. 

Ronald E. Gray joined BioCryst in January 1993 as Chief Financial Officer. In 1994, Mr. Gray received the additional title of Treasurer and 
Assistant Secretary. Prior to joining BioCryst, from June 1992 to September 1992, Mr. Gray was Chief Financial Officer of The ACB 
Companies, a collection agency. From July 1988 to March 1992, Mr. Gray was Chief Financial Officer and Secretary of Image Data 
Corporation, a medical imaging company. He was previously Vice President 

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   2002.  EDGAR Online, Inc.

of Finance, Secretary and Treasurer of CyCare Sytems, Inc., a health care information processing company. 

William W. Featheringill was elected a Director in May 1995. Mr. Featheringill is Chairman and Chief Executive Officer, since June 1995, of 
Electronic Healthcare Systems, a software company, and President, Chief Executive Officer and director, since 1973, of Private Capital 
Corporation, a venture capital management company. Mr. Featheringill was Chairman and Chief Executive Officer of MACESS Corporation, 
which designs and installs paperless data management systems for the managed care industry, from 1988 to November 1995. MACESS 
Corporation merged with Sungard Data Systems in late 1995. From 1985 to December 1994, Mr. Featheringill was the developer, Chairman 
and President of Complete Health Services, Inc., a health maintenance organization which grew, under his direction, to become one of the 
largest HMOs in the southeastern United States. Complete Health Services, Inc. was acquired by United HealthCare Corporation in June 1994. 
Mr. Featheringill is a director of Citation Corporation. 

Edwin A. Gee, Ph.D. was elected a Director in August 1993. Dr. Gee, who retired in 1985 as Chairman of the Board and Chief Executive 
Officer of International Paper Company, has been active as an executive in biotechnology, pharmaceutical and specialty chemical companies 
since 1970. He is Chairman Emeritus and a director of Oncogene Science, Inc., one of the leading biotechnology companies for the diagnosis 
and treatment of cancer. 

Zola P. Horovitz, Ph.D. was elected a Director in August 1994. Dr. Horovitz was Vice President of Business Development and Planning at 
Bristol-Myers Squibb from 1991 until his retirement in April 1994 and previously was Vice President of Licensing at the same company from 
1990 to 1991. Prior to that he spent over 30 years with The Squibb Institute for Medical Research, most recently as Vice President Research, 
Planning, & Scientific Liaison. He has been an independent consultant in pharmaceutical sciences and business development since his 
retirement from Bristol-Myers Squibb in April 1994. He serves on the Boards of Directors of Avigen, Inc., Clinicor Inc., Diacrin, Inc., 
Magainin Pharmaceuticals, Inc., Procept Corporation, Roberts Pharmaceutical Corporation and Synaptic Pharmaceutical Corp. 

Lindsay A. Rosenwald, M.D. has been a Director of the Company since December 1991. Dr. Rosenwald is President and Chairman of 
Paramount Capital Investments, LLC, a medical venture capital and merchant banking firm; President and Chairman of Paramount Capital, Inc., 
an investment banking firm specializing in the health sciences industry; and, since 1994, President of Paramount Capital Asset Management, 
Inc., a fund manager. From June 1987 to February 1992, he served in various capacities at the investment banking firm of D. H. Blair & Co., 
where he ultimately became a Managing Director of Corporate Finance and manager of their Health Care Services Group. He is Chairman of 
the Board of Interneuron Pharmaceuticals, Inc., which he co-founded in 1988, and a director of Sparta Pharmaceuticals, Inc., Neose 
Technologies, Inc., Titan Pharmaceuticals, Inc., Avigen, Inc. and VIMrx Pharmaceuticals, Inc. 

Joseph H. Sherrill, Jr. was elected a Director in May 1995. Mr. Sherrill served as President of R. J. Reynolds ("RJR") Asia Pacific, based in 
Hong Kong, where he oversaw RJR operations across Asia, including licensing, joint ventures and a full line of operating companies from 
August 1989 to his retirement in October 1994. Prior management positions with RJR include Senior Vice President of Marketing for R.J. 
Reynolds International, President and Chief Executive Officer of R.J. Reynolds Tabacos de Brazil, and President and General Manager of R.J. 
Reynolds Puerto Rico. Mr. Sherrill also serves as a member of the Board of Directors of Savers Life Insurance Company. 

William M. Spencer, III has been a Director of the Company since its inception. Mr. Spencer, who is retired, is also a private investor in 
Birmingham, Alabama. He served as Chairman of the Board of BioCryst from its founding in 1986 until April 1992. He co-founded and 
operated Motion Industries from 1946 through its merger into Genuine Parts Company in 1976. He has founded several businesses and has 
served on the Board of Directors of numerous private corporations. 

Randolph C. Steer, M.D., Ph.D. was elected a Director in February 1993. Dr. Steer has been active as a consultant to biotechnology and 
pharmaceutical companies since 1989. Dr. Steer serves on the Board of Directors of Techne Corporation. 

38 

   2002.  EDGAR Online, Inc.

In accordance with the terms of the Company's Certificate of Incorporation, the Board  of Directors has been divided into three classes with 
members of each class holding office for staggered three-year terms. Dr. Bugg's, Dr. Montgomery's and Dr. Gee's terms expire at the 1998 
annual meeting, Mr. Featheringill's, Mr. Sherrill's and Dr. Rosenwald's terms expire at the 1999 annual meeting and Dr. Bennett's, Dr. 
Horovitz's, Mr. Spencer's and Dr. Steer's terms expire at the 2000 annual meeting (in all cases subject to the election and qualification of their 
successors or to their earlier death, resignation or removal). At each annual stockholder meeting, the successors to the Directors whose terms 
expire are elected to serve from the time of their election and qualification until the third annual meeting of stockholders following their 
election and until a successor has been duly elected and qualified. The provisions of the Company's Certificate of Incorporation governing the 
staggered Director election procedure can be amended only by a shareholder's vote of at least 75% of the eligible voting securities. There are no 
family relationships among any of the directors and executive officers of the Company. 

The Company has an Audit Committee, consisting of Messrs. Featheringill, Gee and Spencer, which is responsible for the review of internal 
accounting controls, financial reporting and related matters. The Audit Committee also recommends to the Board the independent accountants 
selected to be the Company's auditors and reviews the audit plan, financial statements and audit results. 

The Company also has a Compensation Committee consisting of Dr. Gee and Dr. Rosenwald. The Compensation Committee is responsible for 
the annual review of officer compensation and other incentive programs and is authorized to award options under the Company's 1991 Stock 
Option Plan. 

The Company has a Nominating Committee comprised of all outside directors with terms not expiring in the current year for which the 
Nominating Committee will be nominating persons for election or re-election as directors. 

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   2002.  EDGAR Online, Inc.

ITEM 11. EXECUTIVE COMPENSATION 

The following table sets forth the annual and long-term compensation paid by the Company during the 1997, 1996 and 1995 fiscal years to the 
Company's Chief Executive Officer and each of the Company's four other most highly compensated executive officers whose annual salary and 
bonus for the 1997 fiscal year exceeded $100,000 (collectively the "Named Executive Officers"): 

SUMMARY COMPENSATION TABLE 

                                                                                              Long-term 
                                                          Annual Compensation                Compensation 
                                                          -------------------                ------------ 
                                                                            Other Annual   Awards-Securities 
   Name and Principal Position          Year    Salary         Bonus        Compensation  Underlying Options 
   ---------------------------          ----    ------         -----        ------------  ------------------ 
Charles E. Bugg, Ph.D.                  1997   $244,992       $50,000 (1)     $3,000 (2)        125,000 
Chairman and Chief Executive            1996    212,808        50,000 (1)      1,959 (2)         50,000 
Officer                                 1995    207,000        50,000 (1)          0            100,000 

J. Claude Bennett, M.D.                 1997    220,008 (3)         0              0             35,000 
President and Chief Operating           1996        800             0              0            103,000 
Officer                                 1995          0             0              0                  0 

John A. Montgomery, Ph.D.               1997    150,000             0              0             37,000 
Executive Vice President, Secretary     1996    133,656             0              0             12,000 
and Chief Scientific Officer            1995    130,008             0              0             11,000 

Ronald E. Gray                          1997    119,784             0          2,396 (2)         14,400 
Chief Financial Officer, Treasurer      1996    109,088             0          1,959 (2)          5,400 
and Assistant Secretary                 1995     98,520             0              0             11,000 

John L. Higgins                         1997    118,142 (4)         0              0              8,400 
Vice President, Corporate               1996    136,896             0          1,959 (2)         28,400 
Development                             1995    103,728             0              0             50,000 

(1) Paid pursuant to Employment Agreements dated December 17, 1996 and November 19, 1993 between the Company and Dr. Bugg. See 
"Executive Compensation - Employment Agreements." 

(2) Represents the Company's contribution to the 401(k) Plan. 

(3) Paid pursuant to an Employment Agreement dated December 18, 1996 between the Company and Dr. Bennett, under which his annual 
salary will be $220,000 commencing in 1997. See "Executive Compensation - Employment Agreements." 

(4) Mr. Higgins left the Company in September 1997. 

Employment Agreements 

Charles E. Bugg, Ph.D. entered into a new three-year employment agreement with the Company on December 17, 1996 for the years 1997, 
1998 and 1999 (the "Bugg Agreement"). Under the terms of the Agreement, Dr. Bugg will serve as Chairman of the Board of Directors and 
Chief Executive Officer of the Company. Dr. Bugg will receive annual compensation of $245,000 and a discretionary bonus of $50,000. The 
Board may, in its discretion, grant other cash or stock bonuses to Dr. Bugg as an award or incentive. Dr. Bugg is also entitled to all employee 
benefits generally made available to executive officers. Dr. Bugg may, if he desires, also hold positions at UAB, provided that he does not 
devote more than ten percent of his time to such activities. The term of the Agreement is for three years unless terminated (i) by the Company 
for cause or (ii) upon the permanent disability of Dr. Bugg. 

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   2002.  EDGAR Online, Inc.

Dr. Bugg will receive, on the last day of each year during the term of the Agreement, an additional option to purchase a minimum of 25,000 
shares of Common Stock of the Company under the Company's 1991 Stock Option Plan. The exact number of shares will be determined by the 
plan administrator based on Dr. Bugg's performance and the results of operations of the Company during such year. Under the Bugg Agreement 
and his previous employment agreement, Dr. Bugg received an option to purchase 75,000 shares of common stock at the end of 1997, 50,000 
shares of common stock at the end of 1996, 50,000 shares of common stock related to 1996 performance granted in May 1997 after the 1991 
Stock Option Plan was amended, 100,000 shares of common stock at the end of 1995 and 1994 and 200,000 shares of common stock in 
November 1993. 

Dr. Bugg will receive an additional stock option to purchase 100,000 shares of Common Stock under the Company's 1991 Stock Option Plan 
upon BioCryst's submission to the FDA of any new drug application and another additional stock option to purchase 100,000 shares of 
Common Stock under the Company's 1991 Stock Option Plan upon the final approval by the FDA of each such new drug application. The 
exercise price shall be the fair market value of the Company's Common Stock on the date such additional stock option is granted. These 
additional stock options will vest 25% one year after the date of issuance and the remaining 75% will vest at the rate of 1/48 per month 
thereafter. 

The options may be exercised immediately in the event of a merger or acquisition of the Company. The options may be exercised within 24 
months of Dr. Bugg's death or permanent disability. In the event Dr. Bugg's employment is terminated for cause he may exercise the options 
within three months of the date of such termination to the extent such options were exercisable immediately prior to such termination. In the 
event Dr. Bugg's employment is terminated for a reason other than cause, death or permanent disability, the options then outstanding shall 
become immediately exercisable in full. 

All options granted to Dr. Bugg pursuant to the Agreement are intended to qualify as incentive stock options as defined in Section 422 of the 
Internal Revenue Code of 1986, as amended, except to the extent the portion of such options which become exercisable in any year have an 
aggregate exercise price in excess of $100,000. All options shall expire no later than ten years from the date of grant. 

J. Claude Bennett, M.D. entered into an employment agreement with the Company on December 18, 1996 (the "JCB Agreement"). Under the 
terms of the JCB Agreement, Dr. Bennett will serve as President and Chief Operating Officer of the Company. The Company will also use its 
best efforts to elect Dr. Bennett as a director of the Company. Dr. Bennett will receive annual compensation of $220,000. Dr. Bennett was also 
granted an option to purchase 100,000 shares of Common Stock of the Company and the Company will use its best efforts to provide that Dr. 
Bennett is elected a Director of BioCryst. The Board may, in its discretion, grant other cash or stock bonuses to Dr. Bennett as an award or 
incentive. An option to purchase 35,000 shares of Common Stock was granted in December 1997. Dr. Bennett is also entitled to all employee 
benefits generally made available to executive officers. Dr. Bennett may, if he desires, also hold positions at UAB, provided that he does not 
devote more than ten percent of his time to such activities. The term of the JCB Agreement is for three years unless terminated 
(i) by the Company for cause or (ii) upon the permanent disability of Dr. Bennett. 

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   2002.  EDGAR Online, Inc.

Option Grants in 1997 

The following table shows, with respect to the Company's Named Executive Officers, certain information with respect to option grants in 1997. 
All of the grants were made under the Company's 1991 Stock Option Plan. No stock appreciation rights were granted during such year. 

                                                                           Potential Realizable 
                                                                             Value at Assumed 
                                                                              Annual Rates of 
                           Number of                                            Stock Price 
                           Securities   % of                                  Appreciation for 
                           Underlying   Total    Exercise                      Option Term(1) 
                            Options    Options   Price Per    Expiration       ------------- 
        Name                Granted    Granted     Share         Date          5%         10% 
        ----                -------    -------     -----         ----          --         --- 
Charles E. Bugg, Ph.D.       50,000      8.5%     $14.13       05/13/2007   $444,157  $1,125,581 
                             75,000     12.7%       6.50       12/09/2007    306,586     776,949 
J. Claude Bennett, M.D.      35,000      5.9%       6.50       12/09/2007    143,074     362,576 
John A. Montgomery, Ph.D.    12,000      2.0%      14.13       05/13/2007    106,598     270,139 
                             25,000      4.2%       6.50       12/09/2007    102,195     258,983 
Ronald E. Gray                5,400       .9%      14.13       05/13/2007     47,969     121,563 
                              9,000      1.5%       6.50       12/09/2007     36,790      93,234 
John L. Higgins               8,400      1.4%      14.13       05/13/2007     74,618     189,098 

(1) Amounts represent hypothetical gains that could be achieved for the respective options at the end of the ten-year option term. The assumed 
5% and 10% rates of stock appreciation are mandated by rules of the Securities and Exchange Commission and do not represent the Company's 
estimate of the future market price of the Common Stock. 

Aggregate Option Exercises in 1997 and Year-end Option Values 

The following table shows, with respect to the Company's Named Executive Officers, the number and value of unexercised options held by the 
Named Executive Officers as of December 31, 1996. No stock appreciation rights were exercised during the 1996 fiscal year and no such rights 
were outstanding at the end of that year. 

                                                        Number of Securities 
                                                             Underlying           Values of Securities Underlying 
                              Shares                     Unexercised Options           Unexercised Options (1) 
                            Acquired on     Value        -------------------           ----------------------- 
       Name                  Exercise     Realized    Exercisable  Unexercisable    Exercisable   Unexercisable 
       ----                  --------     --------    -----------  -------------    -----------   ------------- 
Charles E. Bugg, Ph.D.              0            0      375,000       237,500         $565,625       $96,875 
J. Claude Bennett, M.D.             0            0       33,478       112,522            9,853        18,647 
John A. Montgomery, Ph.D.           0            0       94,250        54,250          247,094        19,031 
Ronald E. Gray                      0            0       60,100        26,700          114,594        11,031 
John L. Higgins                17,156      $42,457            0             0                0             0 

(1) Amounts reflect the net values of outstanding stock options computed as the difference between $7.00 per share (the fair market value at 
December 31, 1997) and the exercise price therefor. 

Director Compensation 

Directors do not receive a fee for attending Board or committee meetings. Outside directors are reimbursed for expenses incurred in attending 
Board or committee meetings and while representing the Company in conducting certain business. Individuals who first become non-employee 
Board members on or after March 3, 1994, at the time of 

42 

   2002.  EDGAR Online, Inc.

commencement of Board service, receive a grant of options to purchase up to 25,000 shares pursuant to the automatic option grant program 
under the Company's 1991 Stock Option Plan, and, under the Company's 1991 Stock Option Plan each non-employee director, including those 
persons presently serving as directors, will receive grants of options to purchase 25,000 additional shares of Common Stock every four years 
while they continue to serve as directors. All current outside directors of the Company have received options to purchase 25,000 shares of 
Common Stock. Dr. Horovitz and Dr. Steer also serve as consultants to the Company for a quarterly fee of $4,000 each. 

Compensation Committee Interlocks and Insider Participation 

The Compensation Committee consists of Dr. Gee and Dr. Rosenwald. There are no Compensation Committee interlocks. 

43 

   2002.  EDGAR Online, Inc.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL 
OWNERS AND MANAGEMENT 

The following table sets forth information regarding beneficial ownership of the Company's Common Stock as of March 22, 1998 by (i) each 
director, (ii) each of the Named Executive Officers, (iii) all directors and executive officers of the Company as a group and (iv) each person 
known to the Company to be the beneficial owner of more than five percent of the Company's Common Stock: 

                                                                     Percentage 
                                                 Number of Common        of 
                                               Shares Beneficially   
Outstanding 
    Name and Address                                Owned (1)          Shares 
    ----------------                                ---------          ------ 
William W. Featheringill                           2,203,178   (2)      15.8% 
100 Brookwood Place, #410 
Birmingham, Alabama 35209 

Lindsay A. Rosenwald, M.D.                           588,632   (3)       4.2 
787 Seventh Avenue, 48th Floor 
New York, New York 10019 

William M. Spencer, III                              544,172   (4)       3.9 

Charles E. Bugg, Ph.D.                               479,030   (5)       3.3 

Joseph H. Sherrill, Jr.                              408,978   (6)       2.9 

John A. Montgomery, Ph.D.                            143,886   (7)       1.0 

Ronald E. Gray                                        70,300   (8)         * 

Randolph C. Steer, M.D., Ph.D.                        60,000   (9)         * 

J. Claude Bennett, M.D.                               46,084  (10)         * 

Zola P. Horovitz, Ph.D.                               27,187   (9)         * 

Edwin A. Gee, Ph.D.                                   25,000   (9)         * 

John L. Higgins                                        8,685  (11)         * 

All executive officers and directors 
 as a group (12 persons)                            4,605,132 (12)      30.8 

(*) Less than one percent. 

(1) Gives effect to the shares of Common Stock issuable within 60 days after March 22, 1998 upon the exercise of all options, warrants and 
other rights beneficially held by the indicated stockholder on that date. 

(2) Includes 65,000 shares of Common Stock held by his brother of which Mr. Featheringill is a beneficial owner, 299,900 shares of Common 
Stock held by the Featheringill Family Trust of which he is a beneficial owner and 21,978 shares of Common Stock issuable upon exercise of 
stock options. 

(3) Includes 120,239 shares of Common Stock issuable upon exercise of certain common stock warrants, 27,187 shares of Common Stock 
issuable upon exercise of stock options and 3,125 shares of Common Stock which Dr. Rosenwald holds jointly with his spouse. Also includes 
77,539 shares of Common Stock held by Dr. Rosenwald's spouse individually and as custodian for their minor children, as to which Dr. 
Rosenwald disclaims beneficial ownership. Dr. Rosenwald has granted options to seven individuals to purchase an aggregate of 21,100 shares 
of Common Stock held by him at purchase prices ranging from $0.60 to $7.20 per share. 

(4) Includes 49,400 shares of Common Stock issuable upon exercise of certain common stock warrants, 27,187 shares of Common Stock 
issuable upon exercise of stock options and 10,000 shares of Common Stock held by Mr. Spencer's spouse and 38 shares of Common Stock 

   2002.  EDGAR Online, Inc.

held by Mega Holdings, Inc. Liquidation Trust which Mr. Spencer is Trustee and a beneficiary. Mr. Spencer disclaims beneficial ownership of 
the 10,038 shares of Common Stock held by his 

44 

   2002.  EDGAR Online, Inc.

spouse and Mega Holdings, Inc. Liquidation Trust. 

(5) Includes 413,538 shares of Common Stock issuable upon exercise of stock options. 

(6) Includes 21,978 shares of Common Stock issuable upon exercise of stock options, 10,000 shares of Common Stock which Mr. Sherrill holds 
jointly with his spouse and 10,000 shares of Common Stock held by Mr. Sherrill's spouse. Mr. Sherrill disclaims beneficial ownership of the 
10,000 shares of Common Stock held by his spouse. 

(7) Includes 100,792 shares of Common Stock issuable upon exercise of stock options and 19,400 shares of Common Stock held by Dr. 
Montgomery's spouse. Dr. Montgomery disclaims beneficial ownership of the 19,400 shares of Common Stock held by his spouse. 

(8) Includes 1,500 shares of Common Stock held by the retirement accounts of Mr. Gray and his spouse and 64,304 shares of Common Stock 
issuable upon exercise of stock options. 

(9) Includes shares of Common Stock issuable upon exercise of stock options. 

(10) Includes 42,957 shares of Common Stock issuable upon exercise of stock options. 

(11) These shares of Common Stock are held jointly with his spouse. 

(12) See Notes (1) through (11). 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 

Dr. Bugg, an executive officer and Director of the Company, is a Professor Emeritus of UAB and is paid an annual stipend of $8,040 by UAB. 
Dr. Bennett, an executive officer and Director of the Company, is a consultant to and a Distinguished University Professor of UAB and is paid 
an annual stipend of $12,500 by UAB Education Foundation. The Company paid approximately $791,000 to UAB in 1997 for conducting 
certain clinical trials, research and data analysis. 

Dr. Montgomery, an executive officer and Director of the Company, is a former executive officer of SRI. The Company paid approximately 
$350,000 to SRI in 1997 for certain research, laboratory rental and supplies. Dr. Montgomery is currently a Distinguished Scientist at SRI and 
was paid approximately $8,248 by SRI in 1997 for various consulting services unrelated to the services performed by SRI for the Company. 

45 

   2002.  EDGAR Online, Inc.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 
AND REPORTS ON FORM 8-K 

(a) Financial Statements 

PART IV 

                                                                                               Page in 
                                                                                              Form 10-K 
The following financial statements appear in Item 8 of this Form 10-K: 
    Balance Sheets at December 31, 1997 and 1996                                                  26 
    Statements of Operations for the years ended December 31, 1997, 1996 and 1995                 27 
    Statements of Stockholders' Equity for the years ended December 31, 1997, 1996 and 1995       28 
    Statements of Cash Flows for the three years ended December 31, 1997, 1996 and 1995           29 
    Notes to Financial Statements                                                              30 to 35 
    Report of Independent Auditors                                                                36 

No financial statement schedules are included because the information is either provided in the financial statements or is not required under the 
related instructions or is inapplicable and such schedules therefore have been omitted. 

   2002.  EDGAR Online, Inc.

(b) Reports on Form 8-K 

      None 

(c) Exhibits 

Number                                Description 

3.1         Composite Certificate of Incorporation of Registrant. Incorporated 
            by reference to Exhibit 3.1 to the Company's Form 10-Q for the 
            second quarter ending June 30, 1995 dated August 11, 1995. 

3.2         Bylaws of Registrant. Incorporated by reference to Exhibit 3.1 to 
            the Company's Form 10-Q for the second quarter ending June 30, 1995 
            dated August 11, 1995. 

4.1         See Exhibits 3.1 and 3.2 for provisions of the Composite 
Certificate 
            of Incorporation and Bylaws of the Registrant defining rights of 
            holders of Common Stock of the Registrant. 

10.1        1991 Stock Option Plan, as amended and restated. Incorporated by 
            reference to Exhibit 99.1 to the Company's Form S-8 Registration 
            Statement (Registration No. 333-30751). 

10.2        Form of Notice of Stock Option Grant and Stock Option Agreement. 
            Incorporated by reference to Exhibit 99.2 and 99.3 to the Company's 
            Form S-8 Registration Statement (Registration No. 33-95062). 

10.3        Warehouse Lease dated January 17, 1992 between Principal Mutual 
Life 
            Insurance Company and the Registrant. Incorporated by reference to 
            Exhibit 10.21 to the Company's Form S-1 Registration Statement 
            (Registration No. 33-73868). 

10.4        Equipment Leases dated February 25, 1993, August 25, 1993, and 
            November 25, 1993 between Ventana Leasing, Inc. and the Registrant. 
            Incorporated by reference to Exhibit 10.23 to the Company's Form 
S-1 
            Registration Statement (Registration No. 33-73868). 

10.5        Common Stock Purchase Warrants issued in connection with the 
            issuance of Series A Convertible Preferred Stock. Incorporated by 
            reference to Exhibit 10.32 to the Company's Form S-1 Registration 
            Statement (Registration No. 33-73868). 

10.6        Fourth Amended and Restated Registration Rights Agreement among the 
            Registrant and certain securityholders. Incorporated by reference 
to 
            Exhibit 10.35 to the Company's Form S-1 Registration Statement 
            (Registration No. 33-73868). 

10.7        Common Stock Purchase Warrants issued in connection with the 
            issuance of Series B Convertible Preferred Stock. Incorporated by 
            reference to Exhibit 10.36 to the Company's Form S-1 Registration 
            Statement (Registration No. 33-73868). 

10.8        Common Stock Purchase Warrants dated December 7, 1993 to purchase 
            49,400 shares of Common Stock issued to each of John Pappajohn, 
            Lindsay A. Rosenwald and William M. Spencer. Incorporated by 
            reference to Exhibit 10.37 to the Company's Form S-1 Registration 
            Statement (Registration No. 33-73868). 

10.9        Employment Agreement dated December 17, 1996 between the Registrant 
            and Charles E. Bugg, Ph.D. Incorporated by reference to Exhibit 
            10.11 to the Company's Form 10-K for the year ended December 31, 
            1996 dated March 28, 1997. 

10.10       Employment Agreement dated December 18, 1996 between the Registrant 
            and J. Claude Bennett. Incorporated by reference to Exhibit 10.12 
to 
            the Company's Form 10-K for the year ended December 31, 1996 dated 
            March 28, 1997. 

   2002.  EDGAR Online, Inc.

10.11#      License Agreement dated April 15, 1993 between Ciba-Geigy 

            Corporation (now merged into Novartis) and the Registrant. 

            Incorporated by reference to Exhibit 10.40 to the Company's Form 

S-1 

            Registration Statement (Registration No. 33-73868). 

10.12       Employee Stock Purchase Plan. Incorporated by reference to Exhibit 

            99.4 to the Company's Form S-8 Registration Statement (Registration 

            No. 33-95062). 

10.13       First Amendment to Lease Agreement between Registrant and Principal 

            Mutual Life Insurance Company, Inc. for office/warehouse space. 

            Incorporated by reference to Exhibit 10.21 to the Company's Form 

            10-K for the year ending December 31, 1994 dated March 28, 1995. 

10.14       Form of Stock Purchase Agreement dated May 1995 between Registrant 

            and various parties to purchase 1,570,000 shares of common stock. 

            Incorporated by reference to Exhibit 10.22 to the Company's Form 

            10-Q for the second quarter ending June 30, 1995 dated August 11, 

            1995. 

10.15       Form of Registration Rights Agreement dated May 1995 between 

            Registrant and various parties. Incorporated by reference to 

Exhibit 

            10.23 to the Company's Form 10-Q for the 

46 

   2002.  EDGAR Online, Inc.

            second quarter ending June 30, 1995 dated August 11, 1995. 

10.16       Form of Stock Purchase Agreement dated March 22, 1996 among 
            Registrant and certain investors to purchase 1,000,000 shares of 
            common stock. Incorporated by reference to Exhibit 10.1 to the 
            Company's Form 8-K dated March 22, 1996. 

10.17       Form of Registration Rights Agreement dated March 22, 1996 among 
            Registrant and certain investors. Incorporated by reference to 
            Exhibit 10.2 to the Company's Form 8-K dated March 22, 1996. 

10.18#      License Agreement, dated May 31, 1996, between Registrant and Torii 
            Pharmaceutical Co., Ltd. ("Torii"). Incorporated by reference to 
            Exhibit 10.1 to the Company's Form 8-K/A dated May 3, 1996 and 
filed 
            August 2, 1996. 

10.19#      Stock Purchase Agreement, dated May 31, 1996, between Registrant 
and 
            Torii. Incorporated by reference to Exhibit 10.2 to the Company's 
            Form 8-K/A dated May 3, 1996 and filed August 2, 1996. 

10.20       Second Amendment to Lease Agreement between Registrant and 
Principal 
            Mutual Life Insurance Company, Inc. for office/warehouse space. 
            Incorporated by reference to Exhibit 10.24 to the Company's Form 
            10-Q for the first quarter ending March 31, 1997 dated May 12, 
1997. 

23.1        Consent of Independent Auditors. 

27.1        Financial Data Schedule. 

---------- 

# Confidential treatment granted. 

47 

   2002.  EDGAR Online, Inc.

Pursuant to the requirements of Section 13 or 15(d) 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 in the City of Birmingham, State of Alabama, on this 23rd day of March, 
1998. 

SIGNATURES 

BIOCRYST PHARMACEUTICALS, INC. 

By: /s/ Charles E. Bugg 

-------------------------------- 
Charles E. Bugg, Ph.D. 
Chairman and Chief Executive 
Officer 

Pursuant to the requirements of the Securities Exchange Act of 1934 this report has been signed by the following persons in the capacities 
indicated on March 23rd, 1998: 

   2002.  EDGAR Online, Inc.

    
         Signature                             Title(s) 

 /s/ Charles E. Bugg              Chairman, Chief Executive Officer 
-------------------------------   and Director 
(Charles E. Bugg, Ph.D.) 

/s/ J. Claude Bennett             President, Chief Operating Officer and 
-------------------------------   Director 
(J. Claude Bennett, M.D.) 

/s/ John A. Montgomery            Executive Vice President, Secretary, Chief 
-------------------------------   Scientific Officer and Director 
(John A. Montgomery, Ph.D.) 

 /s/ Ronald E. Gray               Chief Financial Officer (Principal 
Financial 
-------------------------------   and Accounting Officer) 
(Ronald E. Gray) 

 /s/ William W. Featheringill     Director 
------------------------------- 
(William W. Featheringill) 

/s/ Edwin A. Gee                  Director 
------------------------------- 
(Edwin A. Gee, Ph.D.) 

 /s/ Zola P. Horovitz             Director 
------------------------------- 
(Zola P. Horovitz, Ph.D.) 

 /s/ Lindsay A. Rosenwald         Director 
------------------------------- 
(Lindsay A. Rosenwald, M.D.) 

 /s/ William M. Spencer, III      Director 
------------------------------- 
(William M. Spencer, III) 

 /s/ Joseph H. Sherrill, Jr.      Director 
------------------------------- 
(Joseph H. Sherrill, Jr.) 

 /s/ Randolph C. Steer            Director 
------------------------------- 
(Randolph C. Steer, M.D., Ph.D.) 

48 

   2002.  EDGAR Online, Inc.

INDEX TO EXHIBITS 

   2002.  EDGAR Online, Inc.

Sequentially 
                                                                      Numbered 
Number                                 Description                      Page 

3.1         Composite Certificate of Incorporation of Registrant. 
            Incorporated by reference to Exhibit 3.1 to the 
            Company's Form 10-Q for the second quarter ending June 
            30, 1995 dated August 11, 1995. 

3.2         Bylaws of Registrant. Incorporated by reference to 
            Exhibit 3.1 to the Company's Form 10-Q for the second 
            quarter ending June 30, 1995 dated August 11, 1995. 

4.1         See Exhibits 3.1 and 3.2 for provisions of the 
            Composite Certificate of Incorporation and Bylaws of 
            the Registrant defining rights of holders of Common 
            Stock of the Registrant. 

10.1        1991 Stock Option Plan, as amended and restated. 
            Incorporated by reference to Exhibit 99.1 to the 
            Company's Form S-8 Registration Statement (Registration 
            No. 333-30751). 

10.2        Form of Notice of Stock Option Grant and Stock Option 
            Agreement. Incorporated by reference to Exhibit 99.2 
            and 99.3 to the Company's Form S-8 Registration 
            Statement (Registration No. 33-95062). 

10.3        Warehouse Lease dated January 17, 1992 between 
            Principal Mutual Life Insurance Company and the 
            Registrant. Incorporated by reference to Exhibit 10.21 
            to the Company's Form S-1 Registration Statement 
            (Registration No. 33-73868). 

10.4        Equipment Leases dated February 25, 1993, August 25, 
            1993, and November 25, 1993 between Ventana Leasing, 
            Inc. and the Registrant. Incorporated by reference to 
            Exhibit 10.23 to the Company's Form S-1 Registration 
            Statement (Registration No. 33-73868). 

10.5        Common Stock Purchase Warrants issued in connection 
            with the issuance of Series A Convertible Preferred 
            Stock. Incorporated by reference to Exhibit 10.32 to 
            the Company's Form S-1 Registration Statement 
            (Registration No. 33-73868). 

10.6        Fourth Amended and Restated Registration Rights 
            Agreement among the Registrant and certain 
            securityholders. Incorporated by reference to Exhibit 
            10.35 to the Company's Form S-1 Registration Statement 
            (Registration No. 33-73868). 

10.7        Common Stock Purchase Warrants issued in connection 
            with the issuance of Series B Convertible Preferred 
            Stock. Incorporated by reference to Exhibit 10.36 to 
            the Company's Form S-1 Registration Statement 
            (Registration No. 33-73868). 

10.8        Common Stock Purchase Warrants dated December 7, 1993 
            to purchase 49,400 shares of Common Stock issued to 
            each of John Pappajohn, Lindsay A. Rosenwald and 
            William M. Spencer. Incorporated by reference to 
            Exhibit 10.37 to the Company's Form S-1 Registration 
            Statement (Registration No. 33-73868). 

10.9        Employment Agreement dated December 17, 1996 between 
            the Registrant and Charles E. Bugg, Ph.D. Incorporated 
            by reference to Exhibit 10.11 to the Company's Form 
            10-K for the year ended December 31, 1996 dated March 
            28, 1997. 

   2002.  EDGAR Online, Inc.

10.10       Employment Agreement dated December 18, 1996 between 

            the Registrant and J. Claude Bennett. Incorporated by 

            reference to Exhibit 10.12 to the Company's Form 10-K 

            for the year ended December 31, 1996 dated March 28, 

            1997. 

10.11#      License Agreement dated April 15, 1993 between 

            Ciba-Geigy Corporation (now merged into Novartis) and 

            the Registrant. Incorporated by reference to Exhibit 

            10.40 to the Company's Form S-1 Registration Statement 

            (Registration No. 33-73868). 

10.12       Employee Stock Purchase Plan. Incorporated by reference 

            to Exhibit 99.4 to the Company's Form S-8 Registration 

            Statement (Registration No. 33-95062). 

10.13       First Amendment to Lease Agreement between Registrant 

            and Principal Mutual Life Insurance Company, Inc. for 

            office/warehouse space. Incorporated by reference to 

            Exhibit 10.21 to the Company's Form 10-K for the year 

            ending December 31, 1994 dated March 28, 1995. 

                                                                    
49 

   2002.  EDGAR Online, Inc.

10.14       Form of Stock Purchase Agreement dated May 1995 between 
            Registrant and various parties to purchase 1,570,000 
            shares of common stock. Incorporated by reference to 
            Exhibit 10.22 to the Company's Form 10-Q for the second 
            quarter ending June 30, 1995 dated August 11, 1995. 

10.15       Form of Registration Rights Agreement dated May 1995 
            between Registrant and various parties. Incorporated by 
            reference to Exhibit 10.23 to the Company's Form 10-Q 
            for the second quarter ending June 30, 1995 dated 
            August 11, 1995. 

10.16       Form of Stock Purchase Agreement dated March 22, 1996 
            among Registrant and certain investors to purchase 
            1,000,000 shares of common stock. Incorporated by 
            reference to Exhibit 10.1 to the Company's Form 8-K 
            dated March 22, 1996. 

10.17       Form of Registration Rights Agreement dated March 22, 
            1996 among Registrant and certain investors. 
            Incorporated by reference to Exhibit 10.2 to the 
            Company's Form 8-K dated March 22, 1996. 

10.18#      License Agreement, dated May 31, 1996, between 
            Registrant and Torii Pharmaceutical Co., Ltd. 
            ("Torii"). Incorporated by reference to Exhibit 10.1 to 
            the Company's Form 8-K/A dated May 3, 1996 and filed 
            August 2, 1996. 

10.19#      Stock Purchase Agreement, dated May 31, 1996, between 
            Registrant and Torii. Incorporated by reference to 
            Exhibit 10.2 to the Company's Form 8-K/A dated May 3, 
            1996 and filed August 2, 1996. 

10.20       Second Amendment to Lease Agreement between Registrant 
            and Principal Mutual Life Insurance Company, Inc. for 
            office/warehouse space. Incorporated by reference to 
            Exhibit 10.24 to the Company's Form 10-Q for the first 
            quarter ending March 31, 1997 dated May 12, 1997. 

23.1        Consent of Independent Auditors.                             
51 

27.1        Financial Data Schedule.                                     
52 

# Confidential treatment granted. 

50 

   2002.  EDGAR Online, Inc.

EXHIBIT 23.1 

CONSENT OF INDEPENDENT AUDITORS 

We consent to the incorporation by reference in the Registration Statements (Forms S-8 No. 33-81110, 33-95062 and 333-30751) pertaining to 
the BioCryst Pharmaceuticals, Inc. 1991 Stock Option Plan of our report dated January 21, 1998, with respect to the financial statements of 
BioCryst Pharmaceuticals, Inc. included in the Annual Report (Form 10-K) for the year ended December 31, 1997. 

                                                /s/ Ernst & Young 
LLP 

Birmingham, Alabama 
March 23, 1998 

51 

   2002.  EDGAR Online, Inc.

ARTICLE 5 
This schedule contains summary financial information extracted from the BioCryst 
Pharmaceuticals, Inc. Financial Statements, and is qualified in its entirety by 
reference to such financial statements. 

PERIOD TYPE 

FISCAL YEAR END 

PERIOD END 

CASH 

SECURITIES 

RECEIVABLES 

ALLOWANCES 

INVENTORY 

CURRENT ASSETS 

PP&E 

DEPRECIATION 

TOTAL ASSETS 

CURRENT LIABILITIES 

BONDS 

PREFERRED MANDATORY 

PREFERRED 
COMMON 
OTHER SE 
TOTAL LIABILITY AND EQUITY 
SALES 
TOTAL REVENUES 
CGS 
TOTAL COSTS 
OTHER EXPENSES 
LOSS PROVISION 
INTEREST EXPENSE 
INCOME PRETAX 
INCOME TAX 
INCOME CONTINUING 
DISCONTINUED 
EXTRAORDINARY 
CHANGES 
NET INCOME 
EPS PRIMARY 
EPS DILUTED 

Year  

Dec 31 1997  

Dec 31 1997  

3,757,098  

20,886,388  

0  

0  

0  

19,695,506  

3,171,001  

1,613,464  

26,484,728  

865,463  

0  

0  

0 
138,177 
25,146,619 
26,484,728 
0 
2,692,521 
0 
0 
13,259,506 
0 
51,880 
(10,618,865) 
0 
0 
0 
0 
0 
(10,618,865) 
(.77) 
(.77) 

   2002.  EDGAR Online, Inc.

End of Filing

   2002.  EDGAR Online, Inc.