ILEX Oncology, Inc.
Ticker:ILXO 14785 Omnicron Drive, Suite 101
Exchange:NASDAQ-National Market San Antonio, TX 78245
Industry:Service (SIC Code 8071) (210) 677-6080

Offering Information
Type of Shares:Common Shares Filing Date:12/12/96
U.S. Shares:2,500,000 Offer Date:2/20/97
Non-U.S. Shares:0 Filing Range:$11.00 - $13.00
Primary Shares:2,500,000 Offer Price:$12.00
Secondary Shares:0 Gross Spread:$0.84
Offering Amount: $30,000,000 Selling:$0.51
Expenses:$600,000 Reallowance:$0.10
Shares Out After:11,679,594

Primary Underwriting Group
ManagerTierPhone
Salomon Brothers Inc.Lead Manager (212) 783-2947
Cowen & CompanyCo-manager (212) 495-6000
Smith Barney Inc.Co-manager (212) 723-7300

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Fulbright & Jaworski
Bank's Law Firm: Cravath, Swaine & Moore
Auditor: Arthur Andersen
Registrar/Transfer Agent: ChaseMellon Shareholder Services, L.L.C.

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
9 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 9/30/96 9/30/95 9/30/96
Revenue:$4.21$3.74$3.00Assets:$19.72
Net Income:-$0.71-$1.73-$0.48Curr Assets:
EPS:-$0.09$0.20-$0.06Liabilities:$1.97
Prior EPS:-$0.01-$1.52$0.40Curr Liabilities:
Cash Flow/Oper:-$0.41Equity:$17.75
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a drug development company focused exclusively on oncology. The company leverages its expertise in the identification, development, manufacturing and regulatory approval process of oncology drugs. The company's objective is to be a leading worldwide oncology drug development company. The company has nine cancer treatment compounds under development, including five in Phase II or Phase III clinical trials. In October 1996, the company submitted a New Drug Application to the Food and Drug Administration seeking accelerated marketing approval for mitoguazone as a second-line treatment for patients with AIDS-related non-Hodgkin's lymphoma. Additionally, the company has two chemoprevention compounds under development. Consistent with its strategy, the company has established worldwide development and marketing collaborations with Sanofi S.A., Janssen Pharmaceutical N.V., a subsidiary of Johnson & Johnson, MGI Pharma, Inc. for certain compounds.

Competition
Competition in the area of pharmaceutical products is intense. There are many companies, both public and private, including pharmaceutical and biotechnology companies, that are engaged in the development of products for certain of the applications being pursued by the company. Moreover, products currently exist in the market that will complete directly with the products that the company is seeking to develop. Most of these companies have substantially greater financial, research and development, manufacturing and marketing experience and resources than the company and represent substantial long-term competition for the company. Such companies may succeed in discovering and developing pharmaceutical products more rapidly than the company and its collaborative partners of pharmaceutical products that are safer or more effective or less costly than any that may be developed by the company and its collaborative partners and may also prove to be more successful than the company and its collaborative partners in production and marketing. Smaller companies may also prove to be significant competitors, particularly through collaborative arrangements with large pharmaceutical and established biotechnology companies.

Business Plan
The company's objective is to a leading worldwide oncology drug development company. The company believes that this strategy allows the company to generate revenues in the near term and diversify risk, while building a portfolio of proprietary products with significant long-term potential. The company's strategy consists of the following elements: (I) Focus on the Expanding Cancer Market, (ii) Use its Expertise to Identify and In-License Compounds in Later Stages of Development, (iii) Develop Chemoprevention Products, (iv) Form Strategic Collaborations with Corporate Partners and (v) Offer Full-Range of Oncology Product Development and Manufacturing Services.

Use of Proceeds
The proceeds from the proposed offering will be used for research and development activities, working capital and general corporate purposes, which may include capital expenditures and acquisitions.

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