Ascent Pediatrics, Inc.
Ticker:ASCT 187 Ballardvale Street
Exchange:NASDAQ-National Market Wilmington, MA 01887
Industry:Manufacturing (SIC Code 2834) (508) 658-2500

Offering Information
Type of Shares:Common Shares Filing Date:3/14/97
U.S. Shares:2,000,000 Offer Date:5/30/97
Non-U.S. Shares:0 Filing Range:$11.00 - $13.00
Primary Shares:2,000,000 Offer Price:$9.00
Secondary Shares:0 Gross Spread:$0.63
Offering Amount: $24,000,000 Selling:$0.35
Expenses:$800,000 Reallowance:$0.10
Shares Out After:6,638,719

Primary Underwriting Group
ManagerTierPhone
Cowen & CompanyLead Manager (212) 495-6000
Adams, Harkness & HillCo-manager (617) 371-3705
Volpe, Welty & CompanyCo-manager (415) 274-4463

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Hale and Dorr
Bank's Law Firm: Mintz, Levin, Cohn, Ferris, Glovsky And Popeo
Auditor: Coopers & Lybrand
Registrar/Transfer Agent: Boston Equiserve Limited Partnership

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:$2.63
Net Income:-$6.49Curr Assets:
EPS:-$1.48Liabilities:$1.57
Prior EPS:Curr Liabilities:
Cash Flow/Oper:-$5.29Equity:$1.05
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a drug development and marketing company focused exclusively on the pediatric market. The company's strategy is to address unmet medical needs of children through the development of differentiated, proprietary products based on approved compounds with well known clinical profiles. The company is developing a range of pharmaceuticals products, primarily for sale on a prescription basis, which are designed to improve upon currently available products for the most common pediatric illnesses through the application of its drug delivery and reformulation technologies. By developing products based on currently approved drugs, rather than new chemical entities, the company believes that it can reduce regulatory and development risks and shorten the product development cycle. In addition, the company believes that the market acceptance of its products will be enhanced by the familiarity of pediatricians with the compounds that serve as the basis of these products.

Use of Proceeds
The proceeds from the proposed offering will be used to purchase Upsher-Smith Laboratories Inc.'s line of Feverall acetaminophen rectal suppositories, for product development activities and clinical research and for general corporate purposes.

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