Cell Therapeutics, Inc.
Ticker:CTIC 201 Elliott Avenue West, Suite 400
Exchange:NASDAQ-National Market Seattle, WA 98119
Industry:Manufacturing (SIC Code 2834) (206) 282-7100

Offering Information
Type of Shares:Common Shares Filing Date:1/31/97
U.S. Shares:3,000,000 Offer Date:3/21/97
Non-U.S. Shares:0 Filing Range:$14.00 - $16.00
Primary Shares:3,000,000 Offer Price:$10.00
Secondary Shares:0 Gross Spread:$0.70
Offering Amount: $45,000,000 Selling:$0.40
Expenses:$850,000 Reallowance:$0.10
Shares Out After:12,800,000

Primary Underwriting Group
ManagerTierPhone
UBS Securities Inc.Lead Manager (212) 821-4510
Montgomery SecuritiesCo-manager (415) 627-2100
Raymond James & Associates, Inc.Co-manager (813) 573-8108

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Shearman & Sterling
Bank's Law Firm: Pillsbury Madison & Sutro
Auditor: Ernst & Young
Registrar/Transfer Agent: Harris Trust Company of California

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:$9.12Assets:$37.00
Net Income:-$13.93Curr Assets:
EPS:-$1.63Liabilities:$6.95
Prior EPS:Curr Liabilities:
Cash Flow/Oper:-$11.34Equity:$30.05
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company focuses on the discovery, development and commercialization of small molecule drugs for the treatment of cancer and inflammatory and immune diseases. The company is conducting Phase III clinical trials for its lead product candidate, Lisofylline, which is being developed to prevent or reduce treatment-related toxicities, specifically infection, mucositis and treatment related mortality, among cancer patients receiving high dose radiation and/or chemotherapy. In November 1996, the entered into a Collaboration and License Agreement with Johnson & Johnson for the joint development and commercialization of Lisofylline. The company has expended approximately $60.9 million from its inception to December 31, 1996 on research and development activities to build a unique drug discovery platform based on its proprietary technology in phospholipid chemistry.

Competition
Competition in the pharmaceutical and biotechnology industries is intense. The company faces competition from a variety of sources, both direct and indirect. The company believes there may be several pharmaceutical or biotechnology companies that focus on cell membrane lipids in regulating cellular processes. Many other companies compete indirectly with the company for the same therapeutic indications but with different approaches by focusing, for example, on signal transduction, cell receptor technology, transcription factors and gene therapies. The company also competes with other large pharmaceutical companies that produce and market synthetic compounds and with other specialized biotechnology firms in the United States, Japan, Europe and elsewhere. Many of the company's existing or potential competitors have substantially greater financial, technical and human resources than the company and may be better equipped to develop, manufacture and market products. Smaller companies may also prove to be significant competitors, particularly through collaborative arrangements with large pharmaceutical and established biotechnology companies. Many of these competitors have significant products that have been approved or are in development and operate large, well funded research and development programs. The company expects to encounter significant competition for the principal 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. The company believes its ability to compete successfully will be based on its ability to create and maintain scientifically advanced technology, develop proprietary products, attract and retain scientific personnel, obtain patent of other protection for its products, obtain required regulatory approvals and manufacture and successfully market its products either alone or through outside parties. Many of the company's competitors have substantially greater financial, marketing and human resources than the company. The company will continue to seek licenses with respect to technology related to its field of interest and may face competition with respect to such efforts. There can be no assurance that the company's competitors will not develop more effective or more affordable products, or achieve earlier patent protection or product commercialization than the company.

Business Plan
The key elements of the company's business strategy are to: (I) Target large markets which are not adequately served by existing therapeutics, (ii) Maximize product opportunities by entering into late-stage collaborative relationships, (iii) Accelerate regulatory approval, market penetration and acceptance, (iv) Focused sales and marketing efforts and (v) Apply and protect proprietary technology to create a unique drug discovery platform for new product opportunities.

Use of Proceeds
The proceeds from the proposed offering will be used for clinical trials and other research and development activities, general corporate purposes and working capital.

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