Osiris Therapeutics, Inc.
Proposed Ticker:OSRS 2001 Aliceanna Street
Exchange:NASDAQ-National Market Baltimore, MD 21231
Industry:Service (SIC Code 8071) (410) 522-5005

Filing Information (This offering has been withdrawn)
Type of Shares:Common Shares Filing Date:7/17/97
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:$650,000
Secondary Shares:0 Shares Out After:18,375,744

Primary Underwriting Group
ManagerTierPhone
SBC Warburg Dillon Read, Inc.Lead Manager

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Hogan & Hartson
Bank's Law Firm: Manatt, Phelps and Phillips
Auditor: Coopers & Lybrand
Registrar/Transfer Agent: American Stock Transfer & Trust Co

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:$2.05$0.61$0.09Assets:$16.40
Net Income:-$18.64-$2.12-$1.46Curr Assets:
EPS:-$0.63-$0.16Liabilities:$8.63
Prior EPS:Curr Liabilities:
Cash Flow/Oper:-$7.01Equity:$7.77
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is engaged in the research and development of therapeutic products for the regeneration of human connective tissues through the use of mesenchymal stem cells which the company believes to be responsible for the formation of such tissue. The Company believes that its proprietary MSC technology will provide a broad platform for developing and commercializing cell therapy products and biopharmaceuticals for the regeneration of connective tissues damaged through injury, aging or degenerative disease.The Company believes that its tissue regeneration technology, if developed successfully, could improve the treatment of connective tissue disorders by restoring the natural functioning of the tissue, improving the quality of the repair and providing a better long-term and cost-effective result compared to current therapies.Based upon laboratory and preclinical research to date, the Company believes that the process of tissue regeneration follows a sequence of events similar to that of embryonic tissue formation and that throughout life, individuals maintain a reserve of mesenchymal progenitor cells that are capable of differentiating into new connective tissues.The Company believes that the field of tissue regeneration is moving toward a new class of treatments involving cell therapy. The Company intends to commercialize products that result in site-directed tissue regeneration based on the use of MSCs. Such products would originate from a small sample of bone marrow cells collected by needle aspiration from a patient using a local anesthetic. The bone marrow aspirate would be transferred to the Company's processing facilities and the MSCs would be isolated and culture-expanded. The culture-expanded cells would then be returned to the patient for infusion or implantation. The MSCs would be combined in some instances with a biodegradable matrix or other delivery device capable of stabilizing the cells at the implant site.

Competition
The Company is developing products that compete with existing products and may compete with products being developed by other companies. Competition in the development of human therapeutics is particularly intense and includes many large pharmaceutical and medical device companies, biopharmaceutical companies, specialized biotechnology firms, universities and other research institutions. Some of these competitors have extensive financial, marketing and human resources which give them a significant competitive advantage. Pharmaceutical companies have extensive experience in conductinghuman clinical trials, in obtaining regulatory approval to market products and in large-scale manufacturing. Other biopharmaceutical companies also have more resources and experience in these areas than the Company. A number of pharmaceutical companies have entered or expanded their presence in biotechnology by collaborating with these companies. The technology underlying the development of human therapeutic products is expected to continue to undergo rapid and significant advancement and change. In the future, the Company's technological and commercial success will be based on its ability to develop proprietary positions in key scientific areas and efficiently evaluate potential product opportunities. The Company's products may compete directly with various orphogenic proteins (I.E., growth factors) being developed by certain companies for the repair of musculoskeletal tissue. Genetics Institute, Inc., Chiron Corporation, Genentech, Inc., Creative BioMolecules, Inc. and Amgen Inc. are developing recombinant morphogenic proteins for enhancing or augmenting the repair of musculoskeletal defects. In addition, the Company believes that a number of pharmaceutical companies, such as Bristol-Myers Squibb Company, Merck & Co., Inc., Rhone-Poulenc Rorer Inc., Eli Lilly & Company and SmithKline Beecham Plc, are developing other recombinant human proteins (primarily growth factors) for use in the repair of musculoskeletal defects. Other products and therapies that may compete with the Company's MSC products include various bone fill or bone replacement products such as demineralized bone matrix, hydroxyapatite and tricalcium phosphate ceramics. Certain companies, such as Osteotech, Inc., CryoLife, Inc. and LifeCell Corporation, are processing allograft musculoskeletal tissues and derivative products for the repair of tissue defects. While these products have proven to be effective in treating certain musculoskeletal injuries, their widespread use may be limited by availability of cadaver donor tissue. Other companies utilize electrical or ultrasonic stimulation devices to augment the repair of fractures-at-risk and bone non-unions. In the area of soft tissue repair, companies such as Advanced Tissue Sciences, Inc., Integra LifeSciences Corporation, Genzyme Corporation (Tissue Repair Division) and Organogenesis Inc. are pursuing projects to develop products for cartilage repair, with or without the inclusion of cultured chondrocytes. The Company believes that these approaches will not be as effective as MSC products because, unlike MSCs, they may not form the proper extracellular matrix characteristic of normal tissue formed from stem cells. A number of biotechnology and pharmaceutical companies are pursuing the development of recombinant growth factors and hormones for the treatment of osteoporosis. These companies include Chiron Corporation, Amgen Inc., Creative BioMolecules, Inc., Genetics Institute, Inc. and others. Other major pharmaceutical companies have developed or are pursuing the development of traditional drugs for the prevention of osteoporosis. The Company believes that it is the only company seeking to develop an autologous cell-based osteoporosis treatment for the regeneration of bone to reverse the course of bone loss. In addition to competing with pharmaceutical and biotechnology companies, the Company's products and technologies will also compete with those developed by academic institutions, governmental agencies and other public organizations conducting research that may discover new therapies, seek patent protection or establish collaborative arrangements for product research. The Company believes that in addition to patent position, efficacy and price, the timing of a product's introduction may be a major factor in determining eventual commercial success and profitability. Early entry may have important advantages in gaining product acceptance and market share. Accordingly, the relative speed with which the Company can complete preclinical and clinical testing, obtain regulatory approvals and supply commercial quantities of the product is expected to have an important impact on the Company's competitive position, both in the United States and international markets. Other companiesmay succeed in developing similar products that are introduced earlier, are more effective or are produced and marketed more effectively. There can be no assurance that research and development by others will not render any of the Company's products obsolete or noncompetitive.

Business Plan
The company's goal is to sustain its leadership in MSC technology and to achieve leadership in the emerging tissue regeneration therapy market. The company's strategy involves the following elements: (I) Pursue Product Commercialization, (ii) Establish Strategic Corporate Collaborations, (iii) Enhance MSC Research Leadership, (iv) Sustain and Protect Intellectual Property Advantage and (v) Optimize Strategic and Financial Flexibility.

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

Principal and Selling Shareholders
Name of Shareholder% Owned
Before
% Owned
After
Peter Friedli17.70%14.40%
Novartis Pharma AG7.90%6.40%
Arnold I. Caplan, Ph.D.7.00%5.60%
James S. Burns5.70%4.60%
Invesco Trust Company5.60%4.60%
Note: Represents ownership of 5% or more prior to the offering.
Executive Officers and Directors
Officer NameTitleAge
Randell G. Young, D.V.M.Associate Director , Tendon & Preclinical Studies39
Frank P. Barry, Ph.D.Associate Director, Cartilage Research & Analytical Biochemistry39
Joseph P. Mosca, Ph.D.Associate Director, Immunology & Gene Therapy43
Max Link, Ph.D.Chairman of the Board56
Peter FriedliDirector and Consultant43
Scott P. Bruder, M.D., Ph.D.Director, Bone Regeneration35
Mark A. Thiede, Ph.D.Director, Cancer & Metabolic Bone Disease41
James S. BurnsPresident, Chief Executive Officer and Director50
Daniel R. Marshak, Ph.D.Senior Vice President, Research and Development and Chief Technology Officer40
Michael J. Demehuk, Jr.Vice President & Chief Financial Officer and Secretary42
Stephen L. Gordon, Ph.D.Vice President, Advanced Technology Development52
David J. Fink, Ph.D.Vice President, International Technology Development53
Stewart Craig, Ph.D.Vice President, Product & Process Development36

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