Transcend Therapeutics, Inc.
Ticker:TSND 640 Memorial Drive
Exchange:NASDAQ-National Market Cambridge, MA 02139
Industry:Manufacturing (SIC Code 2836) (617) 374-1200

Offering Information
Type of Shares:Common Shares Filing Date:3/5/97
U.S. Shares:1,800,000 Offer Date:7/2/97
Non-U.S. Shares:0 Filing Range:$10.00 - $12.00
Primary Shares:1,800,000 Offer Price:$10.00
Secondary Shares:0 Gross Spread:$0.70
Offering Amount: $19,800,000 Selling:$0.42
Expenses:$824,000 Reallowance:$0.10
Shares Out After:6,136,481

Primary Underwriting Group
ManagerTierPhone
Everen Securities, Inc.Lead Manager (312) 574-6859

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Hale and Dorr
Bank's Law Firm: Skadden, Arps, Slate, Meagher & Flom
Auditor: Ernst & Young
Registrar/Transfer Agent: Chemical Mellon Shareholder Services

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 12/31/96
Revenue:$0.00Assets:$1.56
Net Income:-$9.21Curr Assets:
EPS:-$2.35Liabilities:$0.62
Prior EPS:Curr Liabilities:
Cash Flow/Oper:-$3.43Equity:$0.94
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is developing novel pharmaceuticals for treatment of diseases caused by oxidative stress and resultant tissue damage, with a particular therapeutic focus on critical care. The company's lead product candidate, Procysteine, has been evaluated in two Phase II clinical trials involving patients with acute respiratory distress syndrome (ARDS). In the first quarter of 1997, the company plans to begin a pivotal Phase III clinical trial of Procysteine to determine its safety and efficacy in the treatment of ARDS. Transcend is also conducting pilot clinical trials with Procysteine to determine its potential application for the treatment of amyotrophic lateral sclerosis and atherosclerotic cardiovascular disease. The company's initial product candidates are small molecule, glutathione-repleting agents designed to prevent or limit oxidative damage from reactive oxygen species, highly reactive toxic molecules produced as part of the body's immune response.

Use of Proceeds
The proceeds from the proposed offering will be used to fund clinical trials, research and development, redeem all outstanding shares of Nonconvertible Redeemable Preferred Stock, to acquire and/or license technology rights, products or businesses and for other general corporate purposes.

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