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Ophidian Pharmaceuticals, Inc.
5445 East Cheryl Parkway, Madison, WI 53711 * (608) 271-0878

The company is engaged in the research and development of pharmaceuticals with an emphasis on products for infectious diseases. The company is developing a product for the treatment of Clostridium difficile-associated disease.

Primary Underwriting Group
ManagerTierPhone
Dirks & Company, Inc.Lead Manager
Security Capital Trading Corp.Co-manager

Offering Information
AMEX:OPHD Service: SIC 8731
Type of Shares:Common Shares Filing Date:8/8/97
U.S. Shares:1,750,000 Offer Date:5/6/98
Non-U.S. Shares:0 Filing Price:$6.00
Primary Shares:1,750,000 Offer Price:$6.10
Secondary Shares:0 Gross Spread:$0.55
Offering Amount: $10,500,000 Selling:$0.32
Expenses:$350,000 Reallowance:$0.10
Post-IPO Shares:9,785,000
Employees:29

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Lafollette & Sinykin
Bank's Law Firm: Orrick, Herrington & Sutcliffe
Registrar/Transfer Agent: Continental Stock Transfer & Trust Co
Auditor: Ernst & Young

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
Audited
Income
Balance
Sheet
9/30/96 6/30/97 6/30/96 6/30/97
Revenue:$0.32$0.78$0.24Assets:$6.89
Net Income:-$2.00-$1.54-$1.32Curr Assets:$5.39
EPS:-$0.27-$0.21-$0.18Liabilities:$13.23
Prior EPS:-$0.22Curr Liab:$0.51
Cash Flow/Oper:-$1.58-$1.60-$1.00Equity:-$6.34
Cash Flow/Fin:$3.51$3.01$0.99Cash:$4.68
Cash Flow/Inv:$0.46-$0.01-$0.30Working Cap:$4.88

Competition
There are many companies, including the well-known pharmaceutical companies such as SmithKline Beecham Corporation, Bristol-Meyers Squibb Company, Abbott Laboratories and other smaller biotechnology firms, as well as academic and other research institutions, that are engaged in the discovery, development, marketing and sale of products for the treatment of infectious diseases. The Company expects to encounter significant competition for its product candidates from traditional and new treatment methods. Most of the Company's competitors and potential competitors have substantially greater capital, research and development capabilities and human resources than the Company. Furthermore, many of these competitors have significantly greater experience than the Company in undertaking pre-clinical testing and clinical trials of new biotechnology products and obtaining FDA and other regulatory approvals. If the Company is permitted to commence commercial sales of any product, it will also be competing with companies that have greater resources and experience in manufacturing, marketing and sales. The Company's competitors may succeed in developing products that are more effective, less costly, or have a better side effect profile than any that may be developed by the Company, and such competitors may also prove to be more successful than the Company in manufacturing, marketing and sales. If the Company is able to successfully commercialize a product, subsequent competitive developments could render such product noncompetitive or obsolete.

Business Plan
The company's strategy is to commercialize technologies and products from its research and development programs. The company intends to manufacture and sell its bulk pharmaceuticals, receive royalties from the sale of its product through marketing partners, receive license fees from the use of its technologies and establish sponsored research agreements encompassing company technologies. The company intends to achieve its objectives as follows: (I) Develop portfolio of infectious disease drugs, (ii) Develop new technologies for drug discovery and formulation, (iii) Develop business and enhance research through collaborations and (iv) Establish manufacturing capability to facilitate new product development and retain a greater portion of product value.

Use of Proceeds
The proceeds from the proposed offering will be used for technology development, new product discovery and development, capital expenditures and working capital.

Principal and Selling Shareholders
Name of Shareholder% Owned
Before
% Owned
After
Dr. Margaret B. van Boldrik0.220.16
Dr. Sean B. Carroll0.210.16
Mr. William A. Linton0.100.07
Eli Lilly and Company0.100.07
Note: Represents ownership of 5% or more prior to the offering.
Executive Officers and Directors
Officer NameTitleAge
Mr. William A. LintonChairman of the Board, Director50
Dr. Margaret B. van BoldrikDirector, Vice President, Secretary41
Dr. Douglas C. StaffordPresident, Chief Executive Officer, Director, Treasurer41
Dr. F. Michael HoffmannVice President, Genetic Technology Programs46
Dr. Joseph R. FircaVice President, Research and Development52

Additional Underwriter Compensation
Warrant to purchase 250,000 shares/units at $25.00 per share/unit.
Exercise price of $7.20 for 4 year(s), 1 year(s) from 5/6/98.

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