10-K 1 b42252ipe10-k.txt IMMULOGIC PHARMACEUTICAL SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2001 Commission file number: 0-19117 IMMULOGIC PHARMACEUTICAL CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 13-3397957 (State or other jurisdiction (I.R.S.Employer of incorporation or organization) Identification Number)

12 ALFRED STREET, SUITE 300, WOBURN, MASSACHUSETTS 01801 (781) 933-1772 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, Par Value $.01 Preferred Stock Purchase Rights Par Value $.01 (Title of class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No . Indicate by a check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to the Form 10-K. [ X ] The aggregate market value of the Common Stock held by non-affiliates of the registrant, based on the last sale price of the Common Stock reported on the Nasdaq over-the-counter bulletin board on February 5, 2002 was $719,277. The number of shares of Common Stock outstanding as of February 5, 2002 was 20,550,773. DOCUMENTS INCORPORATED BY REFERENCE - None PART I ITEM 1. BUSINESS GENERAL ImmuLogic Pharmaceutical Corporation ("ImmuLogic" or the "Company") is a biopharmaceutical company, incorporated under the laws of the State of Delaware on March 26, 1987. On February 5, 1999, the Company announced that its Board of Directors had decided to conclude the business activities of the Company as soon as practicable. On March 23 1999, the Board of Directors approved a plan to liquidate and dissolve the Company (the "Plan"). The Plan was approved by a majority of the stockholders of the Company on August 25, 1999. The key features of the Plan are (1) the conclusion of all business activities, other than those in execution of the Plan; (2) the sale or disposition of all of the Company's assets; (3) the satisfaction of all outstanding liabilities; (4) the payment of liquidating distributions to stockholders in complete redemption of the Common Stock; and (5) the authorization of the filing of Certificate of Dissolution with the State of Delaware. As a result of the adoption of the Plan and the imminent nature of the liquidation, the Company adopted the liquidation basis of accounting effective July 1, 1999, whereby assets are valued at their estimated net realizable values and liabilities are valued at their estimated settlement amounts. The valuation of assets and liabilities requires many estimates and assumptions by management and there are substantial uncertainties in carrying out the provisions of the Plan. The amount and timing of future liquidating distributions will depend upon a variety of factors including, but not limited to, the actual proceeds from the sale of any of the Company's assets, the ultimate settlement amounts of the Company's liabilities and obligations, and actual costs incurred in connection with carrying out the Plan, including management fees and administrative costs during the liquidation period. The Company is a Delaware corporation and Delaware law requires that the Company stay in existence as a non-operating entity for three years from August 27, 1999, the date the Company filed a certificate of dissolution in Delaware. During the dissolution period, the Company will attempt to convert its remaining net assets to cash as expeditiously as possible. On December 21, 2001, the Company returned to its stockholders the sum of $1,027,539 (or $.05 per share, based on 20,550,773 shares of Common Stock then outstanding) to stockholders of record as of December 13, 2001. The Company has returned a total of $52.4 million (or $2.55 per share) to its stockholders since September 1, 1999. Future distributions to stockholders would be made by the Board of Directors of the Company as the Company's net assets are converted to cash. The actual amount and timing of future distributions cannot be predicted at this time. The Company intends to distribute pro rata to its stockholders, in cash or in-kind, or sell or otherwise dispose of, all of its property and net assets. The liquidation should be concluded prior to August 27, 2002 by a final liquidating distribution either directly to the stockholders or to one or more liquidating trusts. Details regarding the plan to liquidate and dissolve the Company can be found in the Company's 1999 Proxy Statement filed with the Securities and Exchange Commission and mailed to stockholders on July 15, 1999. 2 PATENTS AND PROPRIETARY RIGHTS ImmuLogic's material proprietary rights consisted of patents and licenses to patents in the following areas: general immunotherapy and autoimmune, allergy and drug abuse therapy. The Company's rights relating to general immunotherapy were licensed from Washington University and the Massachusetts Institute of Technology ("MIT"). The licenses from Washington University and MIT terminated in 1999. The Company's patents relating to allergy therapy were transferred to Heska Corporation ("Heska") in 1999. The Company received $300,000 in cash in exchange for the transfer of these patents and the Company's agreement to relinquish certain of its rights to receive license fees and royalties under a license agreement signed with Heska in 1998. The Company's patents relating to drug abuse therapy were sold to Cantab Pharmaceuticals plc ("Cantab") on February 2, 1999. On April 6, 2001, Cantab was acquired by Xenova Group plc (Xenova). See the description of this transaction set forth under the heading "Risk Factors" below. RISK FACTORS The Company's plan is to conclude the business activities of the Company and distribute the Company's net assets to its stockholders. The Company and its future plans are subject to a number of risks and uncertainties, including those set forth below: The Company no longer satisfies the requirements for listing of its common stock on the Nasdaq National Market ("Nasdaq"). The Company was delisted on January 22, 2000. Because Nasdaq has delisted the Company's common stock, the ability of stockholders to buy and sell shares may be materially impaired. The Company's common stock is now traded on the Nasdaq over-the-counter bulletin board. Trading in the Company's common stock will cease altogether upon the earlier of (i) a final liquidating distribution either to the Company's stockholders or to a liquidating trust or (ii) August 27, 2002. Any future payments which the Company may receive under its agreements with Xenova (formerly Cantab) and Heska, and, therefore, any future value which may be returned to the Company's stockholders with respect to those agreements, are dependent upon the successful development and commercialization of the products licensed or sold to such companies, as the case may be. The respective ability of Xenova and Heska to develop and commercialize their products is subject to all of the risks and uncertainties inherent in the biotechnology industry, including those associated with the early stage of development of such products, government regulation, competition, patents and proprietary rights, manufacturing and marketing, additional financing requirements and access to capital, product liability and third-party reimbursement. There can be no assurance that any of these products will be successfully developed or commercialized or that the Company will receive any value with respect to them during the liquidation period. The Company sold certain assets related to its drugs of addiction vaccine programs for the treatment of nicotine and cocaine addiction to Cantab in 1999. In exchange for these assets and cash totaling $6,000,000, the Company received 2,566,845 new Cantab Ordinary Shares of 2p each, which were 3 represented by 855,615 American Depository Shares ("ADSs"). The Company sold all of these shares in 2000. In addition, ImmuLogic is entitled to receive additional payments if Xenova (formerly Cantab) achieves certain milestones in its cocaine and nicotine clinical development. The actual timing of future distributions, if any, cannot be predicted at this time. The Company intends to distribute pro rata to its stockholders, in cash or in-kind, or sell or otherwise dispose of, all of its property and net assets. The liquidation should be concluded prior to the third anniversary thereof by a final liquidating distribution either directly to the stockholders or to one or more liquidating trusts. Details regarding the plan to liquidate and dissolve the Company can be found in the Company's Proxy Statement for its 1999 Annual Meeting of Stockholders filed with the Securities and Exchange Commission and mailed to stockholders on July 15, 1999. EMPLOYEES As of February 13, 2002, the Company had three part-time consultants and no full-time employees. ITEM 2. PROPERTIES In February 1998, the Company entered into a phased sublease agreement with Anadys Pharmaceuticals, Inc. (formerly Scriptgen Pharmaceuticals, Inc.) for the Company's 85,000 square foot headquarters and research and development facility located in Waltham, Massachusetts. The entire facility was subleased to Anadys effective August 1, 1999. Under the terms of the sublease, Anadys has assumed the Company's obligation under the lease in addition to reimbursing the Company for a portion of the Company's leasehold improvements. The Company negotiated with the landlord and Anadys an arrangement, which eliminated the Company's liability for the lease in the event that Anadys were to default on its sublease obligations. In consideration for such arrangement, the Company expects to receive approximately $55,000 per month through August 2002. The Company is owed $489,591 as of December 31, 2001. If Anadys were to default on its lease agreement or if the Company sold its interest in the lease, the Company would receive less than or none of the $489,591. As of December 31, 2001, the Company has recorded the full $489,591 as the estimated net realizable value of the sublease for the purpose of liquidation basis accounting. ITEM 3. LEGAL PROCEEDINGS None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. 4 EXECUTIVE OFFICER OF THE REGISTRANT The sole executive officer of the Company and his age and position with the Company as of February 5, 2002 are as follows:

J. RICHARD CROWLEY, a consultant to ImmuLogic, holds the position of President, Treasurer and Secretary and previously served as ImmuLogic's interim Chief Financial Officer through April 1999. Mr. Crowley is President of Keystone Consulting, a contract financial and operational management services firm. Mr. Crowley's experience from 1983 to 1995 includes senior financial and operational positions with the LittlePoint Corporation, TransNational Financial Services and the Crosby Vandenburgh Group. From 1979 to 1983, Mr. Crowley was employed by Price Waterhouse, during which time he obtained his C.P.A. Mr. Crowley holds a B.A. in Economics from Providence College. Mr. Crowley is also a member of the Board of Directors of ImmuLogic. Executive officers of the Company are elected by the Board of Directors on an annual basis and serve at the discretion of the Board of Directors. There is no family relationship among any of the officers or directors. 5 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS The Company's Common Stock is currently traded on the Nasdaq over-the-counter bulletin board under the symbol IMUL. From May 1992 through January 22, 2000, the Company's Common Stock was traded on the Nasdaq National Market under the symbol IMUL. The Company's stock was delisted from the Nasdaq National Market on January 22, 2000. The following table sets forth for the periods indicated the range of high and low closing sale prices per share of the Common Stock as reported by Nasdaq.

On December 31, 2001, there were approximately 331 holders of record of the Company's Common Stock. On December 21, 2001, the Company returned to its stockholders the sum of $1,027,539 (or $.05 per share, based on 20,550,773 shares of Common Stock then outstanding) to stockholders of record as of December 13, 2001. The Company has returned a total of $52.4 million (or $2.55 per share) to its stockholders since September 1, 1999. Future distributions to stockholders would be made by the Board of Directors of the Company as the Company's net assets are converted to cash. The actual amount and timing of future distributions cannot be predicted at this time. The Company intends to distribute pro rata to its stockholders, in cash or in-kind, or sell or otherwise dispose of, all of its property and net assets. The liquidation should be concluded prior to August 27, 2002 by a final liquidating distribution either directly to the stockholders or to one or more liquidating trusts. Details regarding the plan to liquidate and dissolve the Company can be found in the Company's 1999 Proxy Statement filed with the Securities and Exchange Commission and mailed to stockholders on July 15, 1999. 6 Item 6. SELECTED FINANCIAL DATA The following selected financial data of the Company as of and for the five years ended December 31, 2001 are derived from the financial statements of the Company. The information set forth below should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" included as Item 7 and the financial statements and related footnotes included as Item 8 in this Form 10-K. Effective July 1, 1999, the Company adopted the liquidation basis of accounting and as a result does not reflect full year operating results for 1999 in the selected financial data shown below. For the six months ended December 31, 1999, the Company recorded an increase in net assets of approximately $6 million relating to the adoption of liquidation basis accounting.

(1) Cash distributions based on 20,550,773 shares outstanding in the amount of $1,027,539, $11,508,433 and $39,868,500 in 2001, 2000 and 1999, respectively. 7 Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW Since inception, the Company had focused on the research and clinical development of products to treat allergies, autoimmune diseases, and vaccines for the management of drugs of abuse. On February 5, 1999, the Company announced that its Board of Directors had decided to conclude the business activities of the Company as soon as practicable. On March 23 1999, the Board of Directors approved a plan to liquidate and dissolve the Company (the "Plan"). The Plan was approved by a majority of the stockholders of the Company on August 25, 1999. The key features of the Plan are (1) the conclusion of all business activities, other than those in execution of the Plan; (2) the sale or disposition of all of the Company's assets; (3) the satisfaction of all outstanding liabilities; (4) the payment of liquidating distributions to stockholders in complete redemption of the Common Stock; and (5) the authorization of the filing of Certificate of Dissolution with the State of Delaware. As a result of the adoption of the Plan and the imminent nature of the liquidation, the Company adopted the liquidation basis of accounting effective July 1, 1999, whereby assets are valued at their estimated net realizable values and liabilities are valued at their estimated settlement amounts. The valuation of assets and liabilities requires many estimates and assumptions by management and there are substantial uncertainties in carrying out the provisions of the Plan. The amount and timing of future liquidating distributions will depend upon a variety of factors including, but not limited to, the actual proceeds from the sale of any of the Company's assets, the ultimate settlement amounts of the Company's liabilities and obligations, and actual costs incurred in connection with carrying out the Plan, including management fees and administrative costs during the liquidation period. The Company is a Delaware corporation and Delaware law requires that the Company stay in existence as a non-operating entity for three years from August 27, 1999, the date the Company filed a certificate of dissolution in Delaware. During the dissolution period, the Company will attempt to convert its remaining net assets to cash as expeditiously as possible. On December 21, 2001, the Company returned to its stockholders the sum of $1,027,539 (or $.05 per share, based on 20,550,773 shares of Common Stock then outstanding) to stockholders of record as of December 13, 2001. The Company has returned a total of $52.4 million (or $2.55 per share) to its stockholders since September 1, 1999. Future distributions to stockholders would be made by the Board of Directors of the Company as the Company's net assets are converted to cash. The actual amount and timing of future distributions cannot be predicted at this time. The Company intends to distribute pro rata to its stockholders, in cash or in-kind, or sell or otherwise dispose of, all of its property and net assets. The liquidation should be concluded prior to August 27, 2002 by a final liquidating distribution either directly to the stockholders or to one or more liquidating trusts. Details regarding the plan to liquidate and dissolve the Company can be found in the Company's 1999 Proxy Statement filed with the Securities and Exchange Commission and mailed to stockholders on July 15, 1999. 8 LIQUIDITY AND CAPITAL RESOURCES The Company's primary objectives are (i) to liquidate its net assets in an efficient manner that optimizes the values for such assets and (ii) to reduce and control operating costs. The period of time to liquidate the assets and distribute the proceeds of the Company's assets is subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company's control. As of December 31, 2001, the Company had cash and cash equivalents of $311,000 invested primarily in money market funds. In December 1998, the Company signed an agreement with Cantab for the sale of the Company's assets and the transfer of control over the programs related to its drugs of addiction vaccine programs for the treatment of nicotine and cocaine addiction (the "Nicotine and Cocaine Programs"). The assets sold consisted primarily of patents and other intellectual property, as well as certain equipment and materials used in these programs. In connection with this sale, the Company remitted $6,000,000 in cash to Cantab in 1999 and received 2,566,845 Cantab ordinary shares in the form of 855,615 American Depository Shares ("ADSs"). One ADS is equal to approximately three ordinary shares. Under the terms of the Company's agreement with Cantab, the Company could not sell any of the ADSs or Cantab ordinary shares represented by the ADSs prior to August 2, 1999. Thereafter, the Company could immediately sell up to 25% of the ADSs, and then could sell an additional 25% every 90 days thereafter. In addition, the Company was obligated to sell such shares through a broker or brokers designated by Cantab and approved by the Company, and in a manner to be agreed upon by the Company and Cantab that is mutually advantageous to the Company and Cantab, considering the desire for the Company to sell and the desire of Cantab to avoid undue disruption of the market for such securities. On June 16, 2000, the Company converted 785,615 of its total 855,615 ADSs of Cantab into 2,356,845 Ordinary Shares of Cantab and sold 1,300,000 of such Ordinary Shares on the London Stock Exchange for aggregate gross proceeds of approximately $7,215,000. In addition, ImmuLogic sold the remaining 70,000 ADSs to a private buyer in the United States for aggregate gross proceeds of approximately $1,165,000. In the third and fourth quarters of 2000, the Company sold the remaining 1,056,845 Ordinary Shares of Cantab on the London Stock Exchange for aggregate net proceeds of approximately $2,019,000. The Company had no remaining holdings of Cantab as of December 31, 2000. On April 6, 2001, Cantab was acquired by Xenova Group plc (Xenova).The Company could receive up to a maximum of $11 million in milestone payments contingent upon Xenova's successful development to the end of Phase II clinical trials of the Nicotine and Cocaine Programs originally sold to Cantab. The Company would receive the following for successful completion of the Phases as defined in the agreement as follows: Cocaine........................... Phase II $2 million Nicotine.......................... Phase I $3 million Nicotine.......................... Phase II $6 million

The Company could potentially also receive a share of net royalties Xenova may receive from vaccine sales proportionate to the level of worldwide product sales achieved. While the Company will attempt to monetize these potential royalty streams, the Company does not anticipate receiving significant value 9 for them and thus has not recorded any net realizable value for the royalty streams. The Company estimates that the range of value to be received from these milestones and royalties to be $0 to $11 million based on the contract terms. Due to the uncertainties inherent in the development of vaccines, the Company has recorded $1.5 million as the estimated net realizable value for the purpose of liquidation basis accounting. In February 1998, the Company entered into a phased sublease agreement with Anadys Pharmaceuticals, Inc. (formerly Scriptgen Pharmaceuticals, Inc.) for the Company's 85,000 square foot headquarters and research and development facility located in Waltham, Massachusetts. The entire facility was subleased to Anadys effective August 1, 1999. Under the terms of the sublease, Anadys has assumed the Company's obligation under the lease in addition to reimbursing the Company for a portion of the Company's leasehold improvements. The Company negotiated with the landlord and Anadys an arrangement, which eliminated the Company's liability for the lease in the event that Anadys were to default on its sublease obligations. In consideration for such arrangement, the Company expects to receive approximately $55,000 per month through August 2002. The Company is owed $489,591 as of December 31, 2001. If Anadys were to default on its lease agreement or if the Company sold its interest in the lease, the Company would receive less than or none of the $489,591. As of December 31, 2001, the Company has recorded the full $489,591 as the estimated net realizable value of the sublease for the purpose of liquidation basis accounting. At December 31, 2001, the Company estimates that it will incur approximately $340,000 of costs including management compensation, professional fees, insurance, and facility costs during the remaining liquidation period through August 26, 2002 and any extended period if the assets of the Company are transferred to a liquidating trust. RESULTS OF OPERATIONS Changes in Net Assets in Liquidation for the Twelve Months ended December 31, 2001 Net assets in liquidation decreased in 2001 from approximately $2.7 million to approximately $2 million, a decrease of approximately $700,000. This decrease was primarily due to a cash distribution to shareholders of approximately $1 million and a change in liquidation basis accounting estimates. The change in liquidation basis accounting estimates included an increase in the net realizable value of the landlord receivable in the amount of $340,000. This increase was based on an evaluation of the payment history of Anadys. The change in liquidation basis accounting estimates also included a decrease in the interest receviable of $35,000. This decrease was recorded because the Company made a cash distribution in 2001, which left the Company with less cash to invest, as well as a general reduction of market interest rates on money market cash accounts. Changes in Net Assets in Liquidation for the Twelve Months ended December 31, 2000 Net assets in liquidation decreased in 2000 by approximately $14 million. This decrease was primarily due to cash distributions to shareholders of approximately $11.5 million and changes in liquidation basis accounting estimates. The primary changes in liquidation basis accounting estimates included decreases in the net realizable value of Cantab Stock of approximately $1.6 million, the estimated milestone and royalty receivable from Xenova (formerly Cantab) of $1.5 million and the estimated costs to be incurred during liquidation period of approximately $204,000. The milestone and royalty receivable reduction 10 was due to the uncertainty surrounding Cantab's future resulting from the discontinuance of certain Cantab programs announced in the fourth quarter of 2000 and the delay by Cantab in the development of the nicotine and cocaine programs. While based on the aforementioned business issues, the reduction in the milestone and royalty receivable and the balance at December 31, 2000 was based on subjective judgements by management of the Company. The decrease in estimated costs to be incurred during liquidation of approximately $204,000 is primarily due to the Company's revised estimates of the various potential future costs expected to be incurred through the liquidation period. No single item constituted the majority of the decrease. FUTURE RESULTS This Annual Report on Form 10-K contains forward-looking statements. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words "believes," "anticipates," "plans," expects," "intends", "estimates", and similar expressions are intended to identify forward-looking statements. The Company's plan is to conclude the business activities of the Company and distribute the Company's net assets to its stockholders. There are a number of important factors that could affect the future activities of the Company, including, without limitation, the factors set forth below. The Company no longer satisfies the requirements for listing of its common stock on the Nasdaq National Market ("Nasdaq"). The Company was delisted on January 22, 2000. Because Nasdaq has delisted the Company's common stock, the ability of stockholders to buy and sell shares may be materially impaired. The Company's common stock is now traded on the Nasdaq over-the-counter bulletin board. Trading in the Company's common stock will cease altogether upon the earlier of (i) a final liquidating distribution either to the Company's stockholders or to a liquidating trust or (ii) August 27, 2002. Any future payments which the Company may receive under its agreements with Xenova and Heska, and, therefore, any future value which may be returned to the Company's stockholders with respect to those agreements, are dependent upon the successful development and commercialization of the products licensed or sold to such companies, as the case may be. The respective ability of Xenova and Heska to develop and commercialize their products is subject to all of the risks and uncertainties inherent in the biotechnology industry, including those associated with the early stage of development of such products, government regulation, competition, patents and proprietary rights, manufacturing and marketing, additional financing requirements and access to capital, product liability and third-party reimbursement. There can be no assurance that any of these products will be successfully developed or commercialized or that the Company will receive any value with respect to them during the liquidation period. The Company sold certain assets related to its drugs of addiction vaccine programs for the treatment of nicotine and cocaine addiction to Cantab (now Xenova ). ImmuLogic is entitled to receive up to $11 million in additional payments if Xenova achieves certain milestones in its cocaine and nicotine clinical development. 11 The actual timing of future distributions cannot be predicted at this time. The Company intends to distribute pro rata to its stockholders, in cash or in-kind, or sell or otherwise dispose of, all of its property and net assets. The liquidation should be concluded prior to the third anniversary thereof by a final liquidating distribution either directly to the stockholders or to one or more liquidating trusts. Details regarding the plan to liquidate and dissolve the Company can be found in the Company's 1999 Proxy Statement filed with the Securities and Exchange Commission and mailed to stockholders on July 15, 1999. Item 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK The Company's investment policy specifies credit quality standards for the Company's investments and limits the amount of credit exposure to any single issue, issuer or type of investment. The Company does not believe that it has any material exposure to market risk with respect to derivative or other financial instruments which would require disclosure under this item. 12 Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Stockholders of ImmuLogic Pharmaceutical Corporation: We have audited the accompanying consolidated statements of net assets in liquidation of ImmuLogic Pharmaceutical Corporation (the "Company") as of December 31, 2001 and 2000, and the related consolidated statements of changes in net assets in liquidation for the years ended December 31, 2001 and 2000 and the six months ended December 31, 1999. In addition, we have audited the consolidated statements of operations, cash flows and stockholders' equity for the six months ended June 30, 1999. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. As discussed in Note A to the consolidated financial statements, the Company's stockholders have approved a plan of complete liquidation and dissolution of the Company. As a result, the Company has changed its basis of accounting from the going concern basis to the liquidation basis effective July 1, 1999, under which the consolidated financial statements reflect assets at estimated net realizable amounts and liabilities at estimated settlement amounts. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the net assets in liquidation of ImmuLogic Pharmaceutical Corporation at December 31, 2001 and 2000, the changes in its net assets in liquidation for the years ended December 31, 2001 and 2000 and the six months ended December 31, 1999 and the results of its operations and its cash flows for the six months ended June 30, 1999 in conformity with accounting principles generally accepted in the United States of America on the bases described in the preceding paragraph. /s/ PRICEWATERHOUSE COOPERS LLP PRICEWATERHOUSECOOPERS LLP March 25, 2002 13 IMMULOGIC PHARMACEUTICAL CORPORATION CONSOLIDATED STATEMENTS OF NET ASSETS IN LIQUIDATION (In thousands)

The accompanying notes are an integral part of the consolidated financial statements. 14 IMMULOGIC PHARMACEUTICAL CORPORATION CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS IN LIQUIDATION (In thousands)

The accompanying notes are an integral part of the consolidated financial statements. 15 IMMULOGIC PHARMACEUTICAL CORPORATION CONSOLIDATED STATEMENT OF OPERATIONS (GOING CONCERN BASIS) (In thousands), except per share data

The accompanying notes are an integral part of the consolidated financial statements. 16 IMMULOGIC PHARMACEUTICAL CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS (GOING CONCERN BASIS) (In thousands)

The accompanying notes are an integral part of the consolidated financial statements. 17 IMMULOGIC PHARMACEUTICAL CORPORATION CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (GOING CONCERN BASIS)

The accompanying notes are an integral part of the consolidated financial statements. 18 IMMULOGIC PHARMACEUTICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS A. NATURE OF BUSINESS ImmuLogic Pharmaceutical Corporation ("ImmuLogic" or the "Company") is a company which was in the biopharmaceutical industry to develop novel products with a primary emphasis on the diagnosis and treatment of allergies and on the immunological treatment of addiction. Since inception, the Company did not derive any revenues from product sales and has incurred significant operating losses. On March 23 1999, the Board of Directors of ImmuLogic Pharmaceutical Corporation (the "Company") approved a plan to liquidate and dissolve the Company (the "Plan"). The Plan was approved by a majority of the stockholders of the Company on August 25, 1999. The Plan was the end result of the restructuring which began in 1997 and included the sale of the Company's programs to Xenova plc (formerly Cantab Pharmaceuticals plc), the sub-lease of its Waltham, Massachusetts facility and a reduction in workforce. The key features of the Plan are (1) the conclusion of all business activities, other than those in execution of the Plan; (2) the sale or disposition of all of the Company's assets; (3) the satisfaction of all outstanding liabilities; (4) the payment of liquidating distributions to stockholders in complete redemption of the Common Stock; and (5) the authorization of the filing of Certificate of Dissolution with the State of Delaware. B. LIQUIDATION BASIS OF ACCOUNTING The consolidated financial statements for the six months ended June 30, 1999 were prepared on the going concern basis of accounting which contemplates realization of assets and satisfaction of liabilities in the normal course of business. As a result of the adoption of the Plan and the imminent nature of the liquidation, the Company adopted the liquidation basis of accounting effective July 1, 1999. This basis of accounting is considered appropriate when, among other things, liquidation of a company appears imminent and the net realizable value of assets are reasonably determinable. Under this basis of accounting, assets are valued at their estimated net realizable values and liabilities are valued at their estimated settlement amounts. The conversion from the going concern to liquidation basis of accounting has required management to make significant estimates and judgements. In order to record assets at estimated net realizable value and liabilities at estimated settlement amounts under liquidation basis accounting, on July 1, 1999 the Company recorded the following adjustments: recorded a $3.1 million decrease in the value of the Cantab stock, recorded a $3.2 million receivable for milestones and royalties, and recorded an accrual of $1.3 million for costs to be incurred during the liquidation period. Due to the significant increase in the trading value of the Cantab stock in the fourth quarter of 1999, the Company recorded an adjustment to increase the net estimated realizable value of the Cantab stock from $5 million to $12 million. In 2000 the Company sold its entire position in Cantab for approximately $10,364,000. Additionally in 2000, the Company reduced the estimated receivable for milestones and 19 royalties by $1.5 million and decreased its estimate for estimated costs to be incurred by $204,000 to $650,000 for the remainder of the liquidation period through August 26, 2002. The decrease in estimated costs to be incurred during liquidation of approximately $204,000 is primarily due to the Company's revised estimates of the various potential future costs expected to be incurred through the liquidation period. In 2001, the Company increased its estimate for the net realizable value of the landlord receivable by $340,000. This increase was based on an evaluation on the payment history of Anadys. Also in 2001, the Company decreased its estimate of the interest receivable by $35,000. This decrease was recorded because the Company made a cash distribution in 2001 in the amount of approximately $1.028 million, leaving the Company with less cash to invest, as well as a general reduction of market interest rates on money market cash accounts. The amount and timing of future liquidating distributions will depend upon a variety of factors including, but not limited to, the actual proceeds from the sale of any of the Company's net assets, the ultimate settlement amounts of the Company's liabilities and obligations, actual costs incurred in connection with carrying out the Plan, including management fees and administrative costs during the liquidation period, and the timing of the liquidation and dissolution. A summary of significant estimates and judgements utilized in preparation of the December 31, 2001 consolidated financial statements on a liquidation basis follows: Milestones & Royalties On April 6, 2001, Cantab was acquired by Xenova Group plc (Xenova).The Company could receive up to a maximum of $11 million in milestone payments contingent upon Xenova's successful development to the end of Phase II clinical trials of the Nicotine and Cocaine Programs sold to Xenova. The Company would receive the following for successful completion of the Phases as defined in the agreement as follows: Cocaine............................ Phase II $2 million Nicotine........................... Phase I $3 million Nicotine........................... Phase II $6 million

The Company could potentially also receive a share of net royalties Xenova may receive from vaccine sales proportionate to the level of worldwide product sales achieved. While the Company will attempt to monetize these potential royalty streams, the Company does not anticipate receiving significant value for them and thus has not recorded any net realizable value for the royalty stream. The Company estimates that the range of value to be received from these milestones and royalties to be $0 to $11 million based on the contract terms. During 2000 the Company has reduced the net realizable value of these milestones from the $3 million recorded as of December 31, 1999 to $1.5 million. This reduction was due to the uncertainty surrounding Cantab's future resulting from the discontinuance of certain Cantab programs announced in the fourth quarter of 2000 and the delay by Cantab in the development of the nicotine and cocaine programs. While based on the aforementioned business issues, the reduction in the 20 milestone and royalty receivable and the balance at December 31, 2000 was based on subjective judgements by management of the Company. The Company did not change the net realizable value of the milestones in the year 2001, because no new circumstances arose which would warrant a change in the estimate at this time. Cash Distributions On September 1, 1999, the Company returned to its stockholders the sum of $39.9 million (or $1.94 per share, based on 20,550,773 shares of Common Stock currently outstanding) to stockholders of record as of August 25, 1999. On September 1, 2000 the Company returned to its stockholders the sum of approximately $9.7 million (or $.47 per share, based on 20,550,773 shares of Common Stock currently outstanding) to stockholders of record as of August 25, 2000. On December 2, 2000 the Company returned to its stockholders the sum of approximately $1.85 million (or $.09 per share, based on 20,550,773 shares of Common Stock currently outstanding) to stockholders of record as of November 30, 2000. On December 21, 2001 the Company returned to its stockholders the sum of approximately $1 million (or $.05 per share, based on 20,550,773 shares of Common Stock currently outstanding) to stockholders of record as of December 13, 2001. Future distributions to stockholders would be made by the Board of Directors of the Company as the Company's net assets are converted to cash. The actual amount and timing of future distributions cannot be predicted. The Company intends to distribute pro rata to its stockholders, in cash or in-kind, or sell or otherwise dispose of, all of its property and net assets. The liquidation should be concluded prior to August 27, 2002 by a final liquidating distribution either directly to the stockholders or to one or more liquidating trusts. Details regarding the plan to liquidate and dissolve the Company can be found in the Company's 1999 Proxy Statement filed with the Securities and Exchange Commission and mailed to stockholders on July 15, 1999. Landlord Receivable In February 1998, the Company entered into a phased sublease agreement with Anadys Pharmaceuticals, Inc. (formerly Scriptgen Pharmaceuticals, Inc.) for the Company's 85,000 square foot headquarters and research and development facility located in Waltham, Massachusetts. The entire facility was subleased to Anadys effective August 1, 1999. Under the terms of the sublease, Anadys has assumed the Company's obligation under the lease in addition to reimbursing the Company for a portion of the Company's leasehold improvements. The Company negotiated with the landlord and Anadys an arrangement, which eliminated the Company's liability for the lease in the event that Anadys were to default on its sublease obligations. In consideration for such arrangement, the Company expects to receive approximately $55,000 per month through August 2002. The Company is owed $489,591 as of December 31, 2001. If Anadys were to default on its lease agreement or if the Company sold its interest in the lease, the Company would receive less than or none of the $489,591. As of December 31, 2001, the Company has recorded the full $489,591 as the estimated net realizable value of the sublease for the purpose of liquidation basis accounting. 21 Liabilities At December 31, 2001, the Company estimates that there are $340,000 of costs remaining to be incurred during the remaining liquidation period through August 26, 2002. C. ACCOUNTING POLICIES BASIS OF PRESENTATION The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, ImmuLogic Securities Corporation. All intercompany accounts and transactions have been eliminated. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles for liquidation requires management to make certain estimates and assumptions that affect the net realizability of assets and estimated costs to be incurred during the liquidation period and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. CASH As of December 31, 2001, the Company had cash and cash equivalents of $311,000 invested primarily in money market funds. REVENUE RECOGNITION Payments associated with rights to license or sublicense the Company's technology were recognized as revenue when payments were received. Payments in connection with sponsored research and the sale of programs were recognized as revenue when earned under the terms of the agreements. RESEARCH AND DEVELOPMENT All research and development costs were expensed as incurred. INCOME TAXES The Company follows the liability method of accounting for income taxes whereby a deferred tax liability is measured by the enacted tax rates which will be in effect when any differences between the financial statements and tax basis of assets reverse. The deferred tax liability can be reduced by net operating losses being carried forward for tax purposes. The measurement of deferred tax assets is reduced by a valuation allowance if, based upon weighted available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. 22 NET LOSS PER COMMON SHARE As explained in Note B, effective July 1, 1999 the Company adopted the liquidation basis of accounting. Accordingly, the presentation of per common share information on a liquidation basis is not considered meaningful and has been omitted. The basic loss per common share, for periods prior to July 1, 1999 was computed based upon the weighted average number of common shares outstanding. The Company had no options outstanding at December 31, 2001, 2000 and 1999, respectively. D. PROPERTY AND EQUIPMENT During 1999, all of the Company's equipment and furniture was sold. In addition, the Company recorded a loss on leasehold improvements in the amount of $1,446,000 to record the leaseholds at their net realizable value for liquidation basis accounting. There was no depreciation or amortization expense associated with property and equipment in 2001 or 2000. The Company recorded approximately $72,000 of depreciation and amortization expense in 1999. E. STOCKHOLDERS' EQUITY COMMON STOCK At December 31, there were 20,550,773 common shares issued and outstanding for the years 2001 and 2000, respectively. PREFERRED STOCK The Company has authorized a single class of preferred stock, par value $.01, consisting of 1,000,000 shares. This preferred stock may be issued in series with such rights, preferences and privileges as the Board of Directors may determine. SHAREHOLDER RIGHTS PLAN On July 11, 1995, the Board of the Company declared a dividend of one preferred stock purchase right (a Right) for each outstanding share of the Company's Common Stock to stockholders of record at the close of business on August 1, 1995. The Company adopted the plan to protect shareholders against unsolicited attempts to acquire control of the Company that do not offer what the Company believes to be an adequate price to all shareholders. Each Right entitles the registered holder to purchase from the Company a unit consisting of one one-thousandth of a share of Series A Junior Participating Preferred Stock, $.01 par value (the Preferred Stock), at a purchase price of $75 in cash per unit subject to adjustment. Initially, the Rights will be attached to all Common Stock certificates representing shares then outstanding, and no separate Rights Certificates will be distributed. The Rights will separate from the Common Stock and a Distribution Date will occur upon the earlier of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an Acquiring Person) has acquired, or obtained the right to acquire, beneficial 23 ownership of 20% or more of the outstanding shares of Common Stock, or (ii) 10 business days following the commencement of a tender offer or exchange offer that would result in a person or group beneficially owning 30% or more of such outstanding shares of Common Stock. The Rights are not exercisable until the Distribution Date and will expire at the close of business on August 1, 2005, unless earlier redeemed or exchanged by the Company as described below. In the event that any stockholder becomes an Acquiring Person, except pursuant to a Permitted Offer, each Right will thereafter entitle the holder thereof to receive, upon exercise, that number of shares of Common Stock which equals the exercise price of the Right divided by one-half of the current market price (as defined in the Rights Agreement) of the Common Stock at the date of the occurrence of the event. Preferred Stock purchasable upon exercise of the Rights will not be redeemable. Each share of Preferred Stock will be entitled to a minimum preferential quarterly dividend payment of $10 per share and will be entitled to an aggregate dividend of 1,000 times the dividend declared per share on Common Stock. In the event of liquidation, the holders of the Preferred Stock will be entitled to a minimum preferential liquidation payment of $1,000 per share and will be entitled to an aggregate payment of 1,000 times the payment made per share of Common Stock. Each share of Preferred Stock will have 1,000 votes, voting together with the Common Stock. Finally, in the event of any merger, consolidation, or other transaction in which Common Stock is exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are subject to adjustment for any stock split, stock dividend, recapitalization, or similar event. At December 31, 2000, 20,550,773 preferred stock purchase rights were outstanding. STOCK OPTIONS As of December 31, 2001, 2000 and 1999, there were no stock options outstanding. Of the 1,532,018 stock options outstanding at December 31, 1998, 174,477 were exercised in 1999 and 1,357,541 were cancelled in 1999. F. EMPLOYEE BENEFITS The Company had a 401(k) savings plan (the Plan) which was available to all of its qualified permanent employees. Participants could contribute up to 15 percent of their annual compensation to the Plan, subject to certain limitations. The employer match to the Plan was in the form of Company Common Stock and was calculated as the lesser of up to one-half of six percent of a participant's total compensation or $2,000 annually in value of Common Stock. The fair market value on the date of issuance of the Common Stock pursuant to the matching contributions totaled approximately $11,000 in 1999. Due to the Company's liquidation, the Plan was terminated during 1999. The Company has distributed the assets of the Plan. G. INCOME TAXES At December 31, 2001 the Company had available for federal income tax purposes net operating loss carryforwards of approximately $136,900,000 expiring in the years 2003 24 through 2019, which are available to reduce future federal taxable income. The Company also has available research and experimentation tax credits of approximately $3,700,000 at December 31, 2001, expiring in the years 2002 through 2018. The net operating loss carryforwards are subject to limitation in any given year in the event of significant changes in ownership. The Company has established a valuation reserve against the entire deferred tax asset arising from these carryforwards due to the uncertainty of earning sufficient taxable income and accordingly, has not given recognition to these tax benefits in the accompanying financial statements. The Company does not believe these operating loss carryforwards have material value and any benefit relating to these operating losses could be lost due to failure to meet the continuity of business requirements. During 2001, approximately $1.4 million of the Company's net operating loss expired. Significant components of the Company's deferred tax assets and liabilities are as follows:

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. 25 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The following table sets forth the names, ages and positions of the executive officers and directors of the Company as of February 28, 2002.

Mr. J. Richard Crowley, a consultant to the Company, served as the Company's interim Chief Financial Officer from May 1997 until April 1, 1999, when he was appointed President, Secretary and Treasurer. Mr. Crowley is President of Keystone Consulting, a contract financial and operational management services firm which he founded in 1995. Mr. Crowley's experience from 1983 to 1995 includes senior financial and operational positions with the LittlePoint Corporation, a children's consumer products company, TransNational Financial Services, a marketer of financial products to affinity groups, and the Crosby Vandenburgh Group, a contract publisher. From 1979 to 1983, Mr. Crowley was with Price Waterhouse, during which time he obtained his C.P.A. Mr. Crowley holds a B.A. in Economics from Providence College. Mr. Crowley also serves on the Company's Board of Directors. Dr. Carl S. Goldfischer became a member of the Company's Board of Directors in March 1997. Dr. Goldfischer is currently a private investor. From May 1996 until December 2000, Dr. Goldfisher served as Vice President, Finance and Strategic Planning and Chief Financial Officer of ImClone Systems, Inc., a publicly held biotechnology company. From June 1994 until May 1996, Dr. Goldfischer served as a health care analyst with Reliance Insurance, an insurance company. From June 1991 until June 1994, Dr. Goldfischer was Director of Research for D. Blech & Co., a securities firm. Dr. Goldfischer received a doctorate of medicine from Albert Einstein College of Medicine in 1988 and served as a resident in radiation oncology at Montefiore Hospital of the Albert Einstein College of Medicine until 1991. Daniel L. Korpolinski became a member of the Company's Board of Directors in September 1999. Mr. Korpolinski is currently the President and Chief Executive Officer of StressGen Biotechnologies. From August 1998 to January 2000 Mr. Korpolinski served as the President and Chief Executive Officer, and a director, of Copley Pharmaceutical Inc., a publicly held pharmaceutical company. From June 1996 to August 1998, Mr. Korpolinski served as President and Chief Executive Officer of Prodromics On Line, a health informatics company with databases for the 26 diagnosis of mental and physical disease. From October 1991 to June 1996, Mr. Korpolinski served as President and Chief Executive Officer of CoCensys, Inc., a biopharmaceutical company. Item 11. EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE The following sets forth certain information regarding compensation paid during each of the Company's last three fiscal years to each person who served as the Company's sole executive officer (the "Named Executive Officer"). SUMMARY COMPENSATION TABLE

(1) Mr. Crowley joined the Company as interim Chief Financial Officer in 1997. Mr. Crowley was appointed President, Secretary and Treasurer effective April 1, 1999. Mr. Crowley also serves on the Company's Board of Directors. (2) Mr. Crowley agreed to the termination of his options in April 1999. 27 OPTION GRANTS IN LAST FISCAL YEAR No options were granted to the Named Executive Officer in 2001. AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND OPTION VALUES AT FISCAL YEAR-END The Named Executive Officer held no unexercised options at December 31, 2001. EMPLOYMENT, TERMINATION AND CHANGE-IN-CONTROL ARRANGEMENTS The Company entered into an employment agreement with its former CEO, Dr. Joseph Marr on July 3, 1996, as amended, relating to the obligations of the Company to Dr. Marr in the event of termination of his employment. The agreement provided that if the Company terminated Dr. Marr's employment for cause, the Company would be obligated to pay Dr. Marr his compensation and benefits through the last day of his actual employment. If Dr. Marr terminated his employment for "good reason" (as defined in the agreement), or his employment was terminated (other than for "cause," as defined in the agreement) upon a "change in control" (as defined in the agreement), Dr. Marr would receive a lump-sum cash payment equal to 12 months of compensation at the level of compensation immediately prior to termination (the "Base Compensation"). In addition, Dr. Marr would be eligible to receive an amount equal to the Base Compensation in accordance with the Company's normal payroll procedures beginning 12 months after the date of termination and ending 24 months after the date of termination. Compensation paid during this 12-month period would be offset by other compensation earned in an employment or consulting arrangement during such period. Furthermore, the Company would continue to provide medical and other benefits to Dr. Marr for a period of up to 24 months. Finally, all unvested stock options held by Dr. Marr would vest upon termination and would be exercisable for 12-months after the date of termination. At the request of the Board of Directors and as a result of the significant diminution of his responsibilities, Dr. Marr resigned from the Company for "good reason" effective April 1, 1999 and is entitled to receive amounts payable under this agreement, including acceleration in full of the vesting of all options held by him, which were subsequently cancelled in December 1999 by letter agreement between the Company and Dr. Marr. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION No member of the Compensation Committee of the Board of Directors of the Company was at any time during 2001, or formerly, an officer or employee of the Company or any subsidiary of the Company, nor has any member of the Compensation Committee had any relationship with the Company requiring disclosure under Item 404 of Regulation S-K under the Securities Exchange Act of 1934 (as amended, the "Exchange Act"). No executive officer of the Company has served as a director or member of the Compensation Committee (or other Committee serving an equivalent function) of any other entity, whose executive officers served as a director of or member of the Compensation Committee of the Company. 28 COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT Section 16(a) of the Exchange Act and regulations of the Securities and Exchange Commission (the "Commission") thereunder require the Company's executive officers and directors, and persons who own more than ten percent of a registered class of the Company's equity securities, to file reports of initial ownership and changes in ownership with the Commission and the National Association of Securities Dealers, Inc. Such officers, directors and ten-percent stockholders are also required by the rules of the Commission to furnish the Company with copies of all Section 16(a) forms they file. Based solely on its review of the copies of such forms received by it, or written representations from certain reporting persons that no other reports were required for such persons, the Company believes that, during or with respect to the period from January 1, 2001 to December 31, 2001, all of its executive officers, directors and ten-percent stockholders complied with their Section 16(a) filing obligations. COMPENSATION OF DIRECTORS The Company maintains a compensation program for each director who is not an employee of the Company or any subsidiary of the Company and who does not receive more than $50,000 in any year pursuant to a consulting contract with the Company. Pursuant to this compensation program, each such director receives cash compensation of $25,000 per annum for his services as a director. 29 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information, as of February 5, 2002, (except as otherwise noted), with respect to the beneficial ownership of the shares of Common Stock by (i) each person known by the Company to own beneficially more than 5% of the outstanding shares of Common Stock, (ii) each current director of the Company, (iii) each of the Named Executive Officers of the Company, and (iv) all directors and executive officers of the Company as a group.

30 (1) The inclusion herein of any shares of Common Stock deemed beneficially owned does not constitute an admission of beneficial ownership of those shares. Unless otherwise indicated, each stockholder referred to above has sole voting and investment power with respect to the shares listed. The number of shares of Common Stock beneficially owned by each director and executive officer is determined under the rules of the Commission and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which each executive officer has sole or shared voting power or investment power and also any shares of Common Stock into which any options held by such executive officer are exercisable within 60 days February 5, 2002. (2) Based upon 20,550,773 shares of Common Stock outstanding as of February 5, 2002. (3) Based upon a Schedule 13D filed with the Commission on September 7, 1999 by High River Limited Partnership ("High River"), Riverdale LLC ("Riverdale") and Carl C. Ichan ("Ichan"), indicating shared voting and dispositive power with respect to 3,006,000 shares of Common Stock. According to statements set forth in this filing, Riverdale, an entity which is wholly-owned by Ichan, is the general partner of High River, the record holder of such shares. (4) The State of Wisconsin Investment Board filed a Schedule 13G/A with the Commission dated February 15, 2002, indicating sole voting and dispositive power with respect to 2,211,500 shares of Common Stock. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS On July 3, 1996, the Company and Dr. Marr entered into an employment relating to the obligations of the Company to Dr. Marr in the event of termination of his employment. See "Employment Termination and Change in Control Arrangements" under the heading, "Item 11 -- Executive Compensation." 31 PART IV Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (A) Documents filed as part of this report: 1. FINANCIAL STATEMENTS The following financial statements are included in Part II Item 8 filed as part of this Form 10-K: Report of Independent Accountants Consolidated Statement of Net Assets in Liquidation as of December 31, 2001 and 2000. Consolidated Statement of Changes in Net Assets in Liquidation for the years ended December 31, 2001 and 2000 and for the six month period ending December 31, 1999. Consolidated Statement of Operations for the six months ended June 30, 1999 (Going Concern Basis) Consolidated Statement of Cash Flows for the six months ended June 30, 1999 (Going Concern Basis) Consolidated Statements of Changes in Stockholders' Equity for the six months ended June 30, 1999 and for the year ended December 31, 1998 (Going Concern Basis) Notes to Consolidated Financial Statements 2. FINANCIAL STATEMENT SCHEDULES The Financial Statement Schedules have been omitted because they are either not applicable or the required information is included in the Consolidated Financial Statements or Notes thereto. 3. EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-K The Exhibit Index is set forth on page 35 of this Form 10-K immediately preceding the exhibits filed as part of this annual report on Form 10-K and is incorporated by reference herein. (B) Reports filed on Form 8-K for the quarter ended December 31, 2001. None. 32 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. IMMULOGIC PHARMACEUTICAL CORPORATION By: /s/ J. Richard Crowley --------------------------------- J. Richard Crowley President, Secretary and Treasurer Date: March 28, 2002 Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

33 EXHIBIT INDEX IMMULOGIC PHARMACEUTICAL CORPORATION ANNUAL REPORT FORM 10-K - 2001

34 10.45(9) Letter Agreement dated July 30, 1999 by and between the Registrant and Lincoln Street Trust. 21.01(1) Subsidiaries of the Registrant. (1) Incorporated by reference to the Company's Registration Statement on Form S-1 (File No. 33-39592). (2) Incorporated by reference to the Company's Form 8-K filed on July 27, 1995, as amended by Form 8-K/A on August 2, 1995, with respect to the adoption of the Rights Agreement. (3) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 1996. (4) Incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996. (5) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 1997. (6) Incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997. (7) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998. (8) Incorporated by reference to the Company's Current Report on Form 8-K dated February 2, 1999. (9) Incorporated by reference to the Company's Annual Report on Form 10K dated March 30, 2000 for the fiscal year ended December 31, 1999. (10) Incorporated by reference to the Company's Annual Report on Form 10K dated March 20, 2001 for the fiscal year ended December 31, 2000. The Company will furnish copies of any of the above exhibits at reasonable cost to its shareholders and upon written request to Investor Relations, 12 Alfred Street, Suite 300, Woburn, MA 01801.

IMMULOGIC PHARMACEUTICAL CORP /DE 10-K