Cell Pathways, Inc.
Proposed Ticker:CLPA 702 Electronic Drive
Exchange:NASDAQ-National Market Horsham, PA 19044
Industry:Manufacturing (SIC Code 2834) (215) 706-3800
# of Employees:27

Filing Information
Type of Shares:Common Shares Filing Date:10/9/97
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:$550,000
Secondary Shares:0 Shares Out After:10,160,184

Primary Underwriting Group
ManagerTierPhone
Salomon Brothers Inc.Lead Manager (212) 783-2947
BancAmerica Robertson StephensCo-manager (415) 989-8500
Cowen & CompanyCo-manager (212) 495-6000

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Cooley Godward Castro Huddleson & Tatum
Bank's Law Firm: Cleary, Gottlieb, Steen & Hamilton
Auditor: Arthur Andersen
Registrar/Transfer Agent: BankBoston

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
6 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 6/30/97 6/30/96 6/30/97
Revenue:$0.00$0.00$0.00Assets:$13.99
Net Income:-$4.74-$3.44-$2.02Curr Assets:$13.76
EPS:-$0.62-$0.45Liabilities:$1.01
Prior EPS:-$3.83-$2.15Curr Liabilities:$0.97
Cash Flow/Oper:-$4.90$16.53$2.73Equity:$12.98
Cash Flow/Fin:$3.51-$0.06-$0.11Cash:$13.29
Cash Flow/Inv:-$0.16-$0.06Working Cap:$12.78

Business Description
The company is a pharmaceutical company focused on the development and commercialization of products to prevent and treat cancer. The Company is currently planning clinical trials of its lead compound FGN-1 in six indications and is conducting an ongoing pivotal Phase III trial for Adenomatous Polyposis Coli ("APC"), a disease characterized by numerous precancerous polyps of the colon. The Company plans to initiate Phase II/III trials of FGN-1 for sporadic adenomatous colonic polyps, prostate cancer, lung cancer and breast cancer in the fourth quarter of 1997, and to commence clinical trials of FGN-1 for Barrett's Esophagus and cervical dysplasia in 1998. The Company's technology is based upon its discovery of a novel mechanism which the Company believes, based on its research, can be targeted to induce selective apoptosis, or programmed cell death, in precancerous and cancerous cells without affecting normal cells. Utilizing this proprietary knowledge, the Company has created over 400 new chemical compounds, over 200 of which display significantly greater apoptotic potency than FGN-1.

Competition
The industry in which the Company competes is characterized by extensive research and development efforts and rapid technological progress. New developments occur and are expected to continue to occur at a rapid pace, and there can be no assurance that discoveries or commercial developments by the Company's competitors will not render some or all of the Company's potential products obsolete or non-competitive, which would have a material adverse effect on the Company's business, financial condition and results of operations. The Company's competitive position also depends on its ability to attract and retain qualified scientific and other personnel, develop effective proprietary products, implement development and marketing plans, obtain patent protection and secure adequate capital resources. In the fields of cancer therapy and the prevention of precancerous and cancerous lesions, other products are being developed that may compete directly with the products that the Company is seeking to develop and market. The Company is aware of clinical trials in which a number of pharmaceutical and nutritional agents are being examined for their potential usefulness in the treatment of precancerous lesions and cancer. These include studies of NSAID-like compounds, cyclooxygenase inhibitors, difluoromethylornithine ("DFMO") and natural nutrients in the treatment of APC and sporadic colonic polyps, studies of retinoids and DFMO in the treatment of cervical dysplasia and studies of tamoxifen for the prevention of breast cancer. Additional compounds being tested in various epithelial lesions include compounds related to aspirin, various vitamins and nutritional supplements, oltipraz, N-acetyl cysteine and compounds that interfere with hormone activities. The studies are being conducted by pharmaceutical and biotechnology companies, major academic institutions and government agencies. There are other agents, including certain prescription drugs, that have been observed to have an effect on ARE. Although the Company is not aware that any third party has demonstrated the preclinical utility of these compounds in the treatment of precancerous or cancerous lesions, there can be no assurance that such existing or new agents will not ultimately be found to be useful, and therefore competitive with any future products of the Company. Near-term competition from fully integrated and more established pharmaceutical and biotechnology companies is expected. Most of these companies have substantially greater financial, research and development, manufacturing and marketing experience and resources than the Company and represent substantial long-term competition for the Company. Such companies may succeed in discovering and developing pharmaceutical products more rapidly than the Company or pharmaceutical products that are safer, more effective or less costly than any that may be developed by the Company. Such companies also may be more successful than the Company in production and marketing. Smaller companies may also prove to be significant competitors, particularly through collaborative arrangements with large pharmaceutical and established biotechnology companies. Academic institutions, governmental agencies and other public and private research organizations also conduct clinical trials, seek patent protection and establish collaborative arrangements for the development of oncology products. CPI will face competition based on product efficacy and safety, the timing and scope of regulatory approvals, availability of supply, marketing and sales capability, reimbursement coverage, price and patent position. There can be no assurance that the Company's competitors will not develop more safe and effective products or obtain patent protection or intellectual property rights that limit the Company's ability to commercialize products that may be developed or commercialize products earlier than the Company. There can be no assurance that the Company's issued patents or pending patent applications, if issued, will not be challenged, invalidated or circumvented or that the rights granted thereunder will provide proprietary protection or competitive advantage to the Company.

Business Plan
The company's objectives are to be a leader in cancer chemoprevention and to build an integrated pharmaceutical company focused on the oncology market. To meet these objectives the company intends to: (I) Pursue accelerated clinical development of FGN-1, (ii) Leverage the company's technology to develop additional agents for cancer therapy and chemoprevention, (iii) Commercialize products directly to focused physician groups and (iv) Develop strategic collaborations for selected indications and markets.

Use of Proceeds
The proceeds from the proposed offering will be used for research and development activities, including clinical development of FGN-1, working capital and general corporate purposes including capital expenditures.

Principal and Selling Shareholders
Name of Shareholder% Owned
Before
% Owned
After
Richard H. Troy15.26%11.50%
FGN, Inc.13.16%9.92%
Peter G. Schiff7.55%5.70%
Northwood Ventures LLC7.55%5.70%
Technology Partners6.91%5.21%
Rogery J. Quy, Ph.D.6.91%5.21%
L.P.5.09%3.84%
Note: Represents ownership of 5% or more prior to the offering.
Executive Officers and Directors
Officer NameTitleAge
William A. BoegerChairman of the Baord of Directors48
Rifat Pamukcu, M.D.Chief Scientific Officer; Senior Vice President--Research and Development40
Robert J. TowarnickiDirector; Chief Executive Officer46
Christopher J. BlaxlandDirector; President56
Richard H. TroyDirector; Vice President--Finance, Law and Administration; Corporate Secretary60
Gary A. Piazza, Ph.D.Senior Director of Biology38
Kerstein B. Menander, M.D., Ph.D.Vice President, Medical Affairs60

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