Circe Biomedical, Inc.
Proposed Ticker:CRCE One Ledgemont Center 128 Spring Street
Exchange:NASDAQ-National Market Lexington, MA 02173
Industry:Service (SIC Code 8731) (617) 863-8720

Filing Information
Type of Shares:Class A Common Shares Filing Date:6/20/97
U.S. Shares Filed:2,500,000 Filing Range:$11.00 - $13.00
Non-U.S. Shares Filed:0 Offering Amount: $30,000,000
Primary Shares:2,500,000 Expenses:$900,000
Secondary Shares:0 Shares Out After:7,206,000
Spin out parent firm: W.R. Grace

Primary Underwriting Group
ManagerTierPhone
UBS Securities Inc.Lead Manager (212) 821-4510
Montgomery SecuritiesCo-manager (415) 627-2100

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Mintz, Levin, Cohn, Ferris, Glovsky And Popeo
Bank's Law Firm: Hale and Dorr
Registrar/Transfer Agent: State Street Bank and Trust Company

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
3 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 3/31/97 3/31/96 3/31/97
Revenue:$7.13$1.73$1.41Assets:$1.59
Net Income:-$11.18-$2.95-$2.28Curr Assets:
EPS:-$2.43-$0.64-$0.50Liabilities:$1.61
Prior EPS:Curr Liabilities:
Cash Flow/Oper:Equity:-$0.03
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is engaged in the development, production and commercialization of novel bioarticicial organs. The company's lead product in development, the HepatAssist Liver Assist System, is an extracorporeal, bioartificial liver incorporating procine hepatocytes, and is designed to treat acute and chronic liver failure by temporarily providing essential liver functions. The company believes that the Hepat Assist System is the most clinically advanced bioartificial liver in the world. The company has completed a Phase I/II clinical trial of the HepatAssist System an has submitted to the United States Food and Drug Administration a proposed protocol for a Phase II/III clinical trial that it expects to begin as early as the third quarter of 1997, subject to FDA approval. The company's PancreAssist Artificial Pancreas System, which is in preclinical development, is an implantable bioartifical pancreas, incorporating porcine pancreatic islets, and is designed as a novel therapy for the treatment of insulin- dependent diabetes.

Use of Proceeds
The proceeds from the proposed offering will be used to fund research and development; preclinical testing and clinical trials and general corporate purposes including payments associated with litigation.

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